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Directors Report of CMI Ltd.

Mar 31, 2015

TO THE MEMBERS OF CMI LIMITED

The Board of Directors present the Forty Eighth (48th) Annual Report on the business and operations of the Company, together with the Audited Financial Statement FY 2014-15. As required under the Ministry of Corporate Affairs' General Circular 08/2014 No. 1/19/2013-CL-V dated April 4, 2014, the Financial Statements and other reports required to be attached to the Annual Report for FY 2014-15 are governed by the relevant provisions, schedules, rules of the Companies Act, 2012.

FINANCIAL PERFORMANCE SUMMARY (Rs. in lacs)

Financial Result 2015 2014

Net revenue (excluding excise duty) 13728.37 10640.99

Less: Total Expenditure excluding Depreciation 12727.22 10278.67

Profit before Depreciation and Tax 1001.15 362.32

Less: Depreciation 87.77 82.21

Profit Before Tax 913.37 280.11

Less: Provision for Tax 347.00 105.00

Add: Previous Year Adjustments 64.02 1.72

Net Profit for the Year carried to the Balance Sheet 630.40 176.83

OVERALL REVIEW

Overall, 2014-15 has been a very successful year; there is an increase of 29.01% in the turnover of the Company. The Profit before depreciation and tax has increased by 176.32% while the Net Profit has increased by 256.50%. The Company has adopted adequate cost control measures throughout the year, and aggressive in its quest for new contracts, executed on its full services strategy and maintained pricing disciplines. This helped to deliver a decent revenue growth along the year with major improvement in margins. Your Company continues to focus on production of quality cables to broaden its customer base and to set a benchmark in the competitive market. With the expectation of the stable new government in place at centre, the long term outlook of cable industry is expected favorable, driven by Power Sector Reform, Modernization of Railways and other Infrastructures

Development. Taking clue from such positive development, turnaround scenario is envisaged during the latter part of the financial year 2015-16. With growth in Power sectors, Railways and other infrastructure development cable industry is set to grow as well.

DIVIDEND

The Company needs further funds to enhance its business operations, to up grade the efficiency of its plant and to meet out the deficiencies in working capital. Therefore, the management is of the view that the profits earned during the year must be retained and redeployed for the operations of the Company.

Therefore, the Directors do not recommend any dividend on Equity Shares for the financial year 2014-15.

AUDITORS AND THEIR REPORT

M/s J. K. Manocha & Associates, Chartered Accountants, Delhi, (Firm Registration No. FRN: 007345N) Statutory Auditors of the Company, who retires at the conclusion of this Annual General Meeting, and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the Fifty Annual General Meeting to be held in the year 2017 of the Company. The Company has received a confirmation from them about their eligibility for appointment as Statutory Auditors, as required under section 141 of the Companies Act, 2013.

The observations made in the Auditors'' Report on the audited accounts of the company for the year ended 31st March, 2015, are self explanatory and therefore, do not require further explanation. Your Directors recommend members'' approval for the appointment of statutory auditors as proposed in the said notice.

COST AUDITOR

The Directors have appointed M/s Ajay Kumar Singh and Co., Cost Accountants, as Cost Auditor to audit the accounts relating to cable manufacturing for the financial year ending March, 31 2016.

INTERNAL AUDITORS

Ms. Sarita Yadav, performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

SECRETARIAL AUDITOR

Pursuant to provision of Section 204 of the Companies Act, 2012, and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors has appointed M/s Himanshu Sharma & Associates, Practicing Company Secretary for conducting Secretarial Audit of the Company for the financial year 2014-15.

The Secretarial Audit Report is annexed as Annexure-A. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROL SYSTEM

The Company has a well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company's internal control system comprises audit and compliance by in-house internal Audit Division. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

CREDIT RATING

During the year under review the Company has enhanced to its long term credit rating of BBB-. The BBB- awarded by Care Analysis and Research Limited (CARE) reflects moderate degree of safety regarding timely servicing of financial obligation. The Company's short term credit rates as A4 by Care Analysis and Research Limited (CARE), reflects minimal degree of safety regarding timely payment of financial obligations.

SEGMENT WISE PERFORMANCE:

Company operates only in one segment.

MATERIAL CHANGES:

There are following material changes and commitments, affecting the financial position of the company between the end of financial year of your Company and the date of Director's Report:

- This Company has allotted 19,25,650 equity shares and 7,00,000 Warrants convertible into equal number of equity shares at Rs. 101/- each (Face value of Rs. 10/- plus Premium of Rs. 91/- Per Equity Share/Warrant) calculated in compliance with provisions of Regulation 76(1) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and subsequent amendments thereto, with approval of shareholders in the Extraordinary General Meeting held on 23rdJuly, 2015.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were checked and no reportable material weaknesses were observed.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

The names of companies which have Not Applicable become or ceased to be its Subsidiaries, joint ventures or associate companies during the year.

Performance & Financial position of Not Applicable each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

1. DIRECTORS

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Amit Jain, retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

Members'' attention is invited to the provisions of sub-section 13 of Section 149 of the Companies Act, 2013, effective from 1st April, 2014. As per the said provisions, the independent directors are not required to retire by rotation i.e. they are now becoming non rotational director. In view of the above, it is proposed to appoint the independent directors for a fixed period of 5 cosecutive years not liable to retire by rotation within this term. Accordingly, Shri Pyare Lal Khanna and Shri Ramesh Chand non-executive independent directors, are proposed to be appointed for a fixed term of five years not liable to retire by rotation within the said term.

The Board of Directors of the Company has, at their meeting held on 27th June, 2015, subject to approval of the shareholders of the Company, propose to increase the remuneration of Shri Amit Jain Managing Director upto the remaining tenure of his appointment. The requisite resolution along with the explanatory statement is provided in the notice convening the ensuing annual general meeting.

Mrs. Archana Bansal was appointed as an Additional Director on 01.05.2015 to hold office till 48th AGM. The Board recommended her regularization as Ordinary Director in the ensuing Annual general Meeting.

Mr. Amit Jain, Managing Director; Mr. V K Gupta, Whole time Director; Mr. Raj Kumar, Chief Financial Officer and Mr. Subodh Kumar Barnwal, Company Secretary are the KMPs of the Company as per provisions of the Act.

A brief resume and other relevant details in respect of all the above directors, being proposed for appointment and re-appointment, are given in the Explanatory Statement to the Notice convening the Annual General Meeting as well as under corporate governance report of the Board. The Board of Directors recommends the appointment and re-appointment of directors as aforesaid.

None of the Directors of the Company is disqualified under the provision of the Companies Act, 2013. As on the date of this report, Board consists of following members:

Sl. Name of Director DIN Designation Date of No Appointment

1 Mr. Amit Jain 00041300 Managing Director 01.10.2002

2 Mr. Pyare Lal Khanna 02237272 Director 30.09.2004

3 Mr. Vijay Kumar Gupta 00995523 Whole-Time Director 15.01.2009

4 Mr. Ramesh Chand 02759859 Director 27.02.2009

5 Mrs. Archana Bansal 01129623 Additional Director 01.05.2015

EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees. The Board of Directors was assisted by the Nomination and Remuneration Committee. The performance evaluation was carried out by seeking inputs from all the Directors/ Members of the Committees, as the case may be and discussions with the Directors by the Chairman of the NRC.

COMMITTEE OF THE BOARD

A. Audit Committee

i Composition of Audit Committee:

The Audit Committee comprises two Independent Directors namely, Mr. Ramesh Chand (Chairman), Mr. Pyare Lal Khanna and Mr. Vijay Kumar Gupta, executive as other members.

ii) Reasons for not accepting the recommendations of the Audit Committee, if any:

All the recommendations made by the Audit Committee were accepted by the Board.

B. Nomination & Remuneration Committee

Policy laid down by the Nomination And Remuneration Committee for remuneration of Directors, KMP & other employees and the criteria formulated by the committee for determining qualifications, positive attributes, independence of a director.

The following policies of the Company are attached herewith (Annexure 2):

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the financial year, no employee was denied access to the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The provisions of Section 186 of the Act pertaining to granting of loans to any persons or bodies corporate and giving of guarantees or providing security in connection with the loan to any other bodies corporate or persons are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

Section 135 of the Companies Act, 2013, is not applicable to the company.

RELATED PARTY TRANSACTIONS :

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 (Annexure - 3)

EXTRACT OF THE ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (Annexure - 4)

REGULATORY ACTION:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report.

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that:

(i) In the preparation of the Annual Accounts for the year ended 31st March, 2015 the applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and no material departures have been made from the same.

(ii) Appropriate Accounting Policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for that year ended on that date except to the extent mentioned in notes to accounts;

(iii) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Financial statements have been prepared on a going concern basis.

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS:

Board Meeting:

During the year Twelve (12) Board Meetings and one independent directors' meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

EXTRAORDINARY GENERAL MEETING

No Extra Ordinary General Meeting was held on during the year 2014-2015.

SHARE CAPITAL

The Company's shares are listed on the Bombay Stock Exchange (BSE), and Delhi Stock Exchange (DSE) and are traded on Bombay Stock Exchange actively.

The Company's Shares are delisted from Ahmadabad Stock Exchange (ASE) through letter Ref. No.: 598 dated 5th March, 2015.

(a) EQUITY SHARES

The Company has allotted 70,00,000 Equity shares having face value Rs. 10/- each at a premium of Rs. 15/- Per Equity Share to Promoters and Non Promoters in pursuance of resolution for preferential issue passed by the members through postal ballot on 27th June, 2014 and received Listing and Trading Approval from the Bombay Stock Exchange Limited vide its letter no DCS/PREF/J/FIP/345/2014-15 dated 10th September, 2014.

The Company has allotted 9,17,000 Equity shares having face value Rs. 10/- each at a premium of Rs. 54/- Per Equity Share to Non Promoters (7,57,000 Equity shares on 06th February, 2015 and 1,60,000 Equity shares as on 19th February, 2015) and 7,00,000 warrants convertible into equal number of Equity shares to promoters group, in pursuance of resolution for preferential issue passed by the members through postal ballot on 20th January, 2015 and received Listing Approval from the Bombay Stock Exchange Limited vide its letter no DCS/PREF/UZ/FIP/113/2015-16 dated 13th May, 2015.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of the Companies Act, 2012 read with the Companies (Acceptance of Deposits) Rules. The Company did not have any unclaimed or overdue deposits as on March 31, 2015.

HUMAN RESOURCES

Your Company has put in place effective human resource acquisition and maintenance function, which is benchmarked along with best corporate practices designed to meet the organizational needs and it takes pride in its highly motivated manpower that contributed its best to the Company. The Employee's relations within the organization have been very cordial and harmonious during the year and Human Relation Policies were reviewed and upgraded in line with the Company's future objectives.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of corporate Governance and adhere to corporate governance requirement set out by SEBI. The Company has also implemented best corporate governance practices. The report on Corporate Governance as stipulated under the Listing Agreement forms integral part of this Report.

The Practicing Company Secretaries Certificate on the Compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement forms part of this report.

Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measure and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchange, is attached and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report.

HEALTH, SAFETY AND ENVIRONMENTAL REVIEW (HSE)

CMI Limited is committed to keep the good HSE performance delivered in earlier years. It has made huge progress in the area of process safety with no fatal accident reported during the Period.

With an aim to certify its operational location CMI Limited, Plot No. 71 & 82, Sector-06, Faridabad, Haryana-121006 with the integrated Management system OHSAS 18001 and ISO 14001-Occupational Health, Safety and Environment, CMI Limited has got externally accreditation for its said manufacturing location by M/s American Quality Assessors.

MANAGERIAL REMUNERATION:

Details/ Disclosures of Ratio of Remuneration to each Director to the median employee's remuneration as (Annexure- 5).

ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE

The disclosure of particulars with respect to conservation of energy, technology absorption, Research and technology and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, forming part of the Directors' Report and is as under:

A. CONSERVATION OF ENERGY:

a) Energy conservation measures taken:--

A number of energy conservation techniques were initiated at large scale and successfully implemented. Energy was used more efficiently.

Some of the key initiatives were as follows:-

In the existing manufacturing units various initiatives were undertaken to conserve/reduce environmental impact, by adapting to green manufacturing and concept of "Reduce, Reuse and Recycle" viz.

- Efficient Maintenance and daily monitoring of Capacitor Bank for improvement of Power Factor.

- Replacing energy inefficient equipments with new technologies which are efficient with AC Drives.

- Replaced old boiler with new to conserve on usage of HSD.

- Replaced old generator with new and technology updated generator for conserving energy.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

There was no any investment has made for reduction of consumption of energy during the Financial Year but maintenance of all machineries and Equipments should be done properly.

c) Impact of measures on (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:-- - The energy conservation measures taken during the year have resulted into yearly saving of good amount and thereby lowered the cost of production by equivalent amount. These measures have also lead to better pollution control, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity.

B. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

1. Efforts, in brief, made towards technology absorption, adoption and innovation

Energy Conservation, up gradation in manufacturing and Efficiency improvement

- Use of energy efficient LED and CFL lamps in whole plant

- Recycling the vacuum Pump cooling water for environment saving.

- Company now updated with the manufacturing Of all types of cables

- New and upgraded technology has been followed for energy conservation.

2. Benefits derived as a result of the above efforts

- Reduction in power usage and thereby reducing cost of production.

- Environmental saving.

- Improved efficiency and productivity.

- Cost and time saving.

C. RESEARCH AND DEVELOPMENT

Specific areas in which R&D carried out by the Company

Product Development and process improvement

Benefits derived as a result of the above R&D

The company has started manufacturing High Temperature Rubber cables

Future plan of action

Technology Up gradation

Expenditure on R&D

Capital Expenditure: Rs. 7.82 Lacs Recurring Expenditure: Rs. 6.85 Lacs

D. FOREIGN EXCHANGE EARNINGS AND OUTGO:

1. Activities relating to export, initiative to increase exports, Development of New export markets for Products and Services and Export Plan.

The Company has continued to maintain to focus and avail of export opportunities based on economic considerations. During the year Company has exports worth Rs. 9,19,714/- from export of Sales of Cables.

ENVIRONMENTAL REVIEW

The Company has a defined environmental policy which is being followed rigorously by one and all across the organization. There were no environmental issues at the CMI plant and the statutory compliance was in line with Governmental requirements.

The Pollution Control parameters as defined by the State Pollution Control Board were totally adhered and effluent discharge level was well within the prescribed limits. Air pollution has been tested and was in line with the requirement. Noise pollution level was contained by fixing all the generators in sound proof acoustic enclosures.

INDUSTRIAL RELATIONS

The Company has taken various steps to improve productivity across organization. Industrial relations remained harmonious at the manufacturing unit of CMI.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Government and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Registrar and Transfer Agent, Financial Institutions, Business Associates, Media and their agencies and Employees at all levels in ensuring an excellent all around operational performance.

By Order of the Board CMI Limited

Amit Jain Chairman Cum Managing Director DIN 0041300

Date: 28Th August, 2015

Registered Office: C-483, Yojna Vihar Delhi- 110092 Email Id: info@cmilimited.in.




Mar 31, 2014

Dear Members,

The Board of Directors present the Forty Seventh (47Th) Annual Report on the business and operations of the Company, together with the Audited Financial Statement FY 2013- 14. As required under the Ministry of Corporate Affairs'' General Circular 08/2014 No. 1/19/20 13-Cl-V dated April 4, 2014, the Financial Statements and other reports required to be attached to the Annual Report for FY 2013-14 are governed by the relevant provisions, schedules, rules of the Companies Act, 1956.

FINANCIAL PERFORMANCE SUMMARY

(Rs. in lacs)

2013-14 2012-13

Financial Results

Net revenue (excluding excise duty) 10640.99 8921.46

Less : Total Expenditure excluding Depreciation 10278.67 8569.92

Profit before Depreciation and Tax 362.32 351.54

Less : Depreciation 82.21 104.66

Profit Before Tax 280.11 246.88

Less : Provision for Tax 105.00 100.00

Add : Previous Year Adjustments 1.72 19.52

Net Profit for the Year carried to the Balance Sheet 176.83 166.00

OVERALL REVIEW

Overall, 2013-14 has been a satisfying year; there is an increase of 19.27% in the turnover of the Company. The Profit before depreciation and tax has increased by 3.06% while the Net Profit has increased by 6.52%. The Indian cables market is highly competitive and fragmented with a large number of cable manufacturers in both organized and unorganized sectors. Moreover, with major capacity additions by larger players, and sluggish demand for cables due to economic downturn, the revenues and margins of all the players have been adversely impacted. Although, the Company has adopted adequate cost control measures throughout the year, but due to increase in competition, net Profit did not increase as compared to increase in turnover. The Company was aggressive in its quest for new contracts, executed on its full services strategy and maintained pricing disciplines. This helped to deliver a decent revenue growth along the year with improvement in margins. Your Company continues to focus on production of quality cables to broaden its customer base and to set a benchmark in the competitive market. With the expectation of the stable new government in place at centre, the long term outlook of cable industry is expected favorable, driven by Power Sector Reform, Modernization of Railway and other Infrastructures Development. Taking clue from such positive development, turnaround scenario is envisaged during the latter part of the financial year 2014-15. With growth in power sector, Railway and other infrastructure development cable industry is set to grow as well.

DIVIDEND

The Company needs further funds to enhance its business operations, to up grade the efficiency of its plant and to meet out the deficiencies in working capital. Therefore, the management is of the view that the profits earned during the year must be retained and redeployed for the operations of the Company.

Therefore, the Directors do not recommend any dividend on Equity Shares for the financial year 2013-14.

AUDITORS AND THEIR REPORT

M/s J. K. Manocha & Associates, Chartered Accountants, Delhi, (Firm Registration No. FRN: 007345N) Statutory Auditors of the Company, who retires at the conclusion of this Annual General Meeting, and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the Fifty Annual General Meeting to be held in the year 2017 of the Company. The Company has received a confirmation from them about their eligibility for appointment as Statutory Auditors, as required under section 141 of the Companies Act, 2013.

The observations made in the Auditors" Report on the audited accounts of the company for the year ended 31st March, 2014, are self explanatory and therefore, do not require further explanation. Your Directors recommend members" approval for the appointment of statutory auditors as proposed in the said notice.

INTERNAL CONTROL SYSTEM

The Company has a well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company''s internal control system comprises audit and compliance by in-house internal Audit Division. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

CREDIT RATING

During the year under review the Company has sustained its long term credit rating of BB. The BB awarded by Brickwork Ratings reflects moderate risk regarding timely servicing of financial obligation. The Company''s short term credit rates as A4 by Brickwork Ratings, reflects minimal degree of safety regarding timely payment of financial obligations.

DIRECTORS

Shri Vijay Kumar Gupta, retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

Members" attention is invited to the provisions of sub-section 13 of Section 149 of the Companies Act, 2013, effective from 1st April, 2014. As per the said provisions, the independent directors are not required to retire by rotation i.e. they are now becoming non rotational director. In view of the above, it is proposed to appoint the independent directors for a fixed period of 5 cosecutive years not liable to retire by rotation within this term. Accordingly, Shri Pyare Lal Khanna and Shri Ramesh Chand non-executive independent directors, are proposed to be appointed for a fixed term of five years not liable to retire by rotation within the said term.

The Board of Directors of the Company has, at their meeting held on 29th August, 2014, subject to approval of the shareholders of the Company, propose to increase the remuneration of Shri Amit Jain Managing Director upto the remaining tenure of his appointment. The requisite resolution along with the explanatory statement is provided in the notice convening the ensuing annual general meeting.

The Board of Directors of the Company has, at their meeting held on 31st March, 2014, subject to the approval of the shareholders of the Company, Re-appointed Shri Vijay Kumar Gupta as Whole Director of the Company for the period of three years with effect from 1st April, 2014 with remuneration. The requisite resolution along with the explanatory statement is provided in the notice convening the ensuing annual general meeting.

Mr. Nishant Jain has been appointed as an Additional Director as on 1st March, 2014 and he has resigned as on 14th May 2014.

Mr Satish Kumar Chopra was appointed as an Additional Director on 22.08.2014 to hold office till 47st AGM i.e. 30.09.2014. The Board did not recommend his regularization as Ordinary Director in the ensuing Annual general Meeting.

A brief resume and other relevant details in respect of all the above directors, being proposed for appointment and re-appointment, are given in the Explanatory Statement to the Notice convening the Annual General Meeting as well as under corporate governance report of the Board. The Board of Directors recommends the appointment and re-appointment of directors as aforesaid.

None of the Directors of the Company is disqualified under the provision of Section 274(1) (g) of the Companies Act, 1956.

As on the date of this report, Board consists of following members :

Sl. Name of DIN Designation Date of No. Director Appoint- ment

1 Mr. Amit Jain 00041300 Managing Director 01.10.2002 2 Mr. Pyare Lal Khanna 02237272 Director 30.09.2004

3 Mr. Vijay Kumar Gupta 00995523 Whole-Time Director 15.01.2009

4 Mr. Ramesh Chand 02759859 Director 27.02.2009

5 Mr Satish Kumar Chopra 06954012 Additional Director 22.08.2014

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors confirm that :-

(i) In the preparation of the Annual Accounts for the year ended 31st March, 2014 the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and no material departures have been made from the same.

(ii) Appropriate Accounting Policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period except to the extent mentioned in notes to accounts;

(iii) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Financial statements have been prepared on a going concern basis.

COMMITTEES

The Board of Directors has constituted three Committees of the Board - the Audit Committee, the Stakeholders Relationship Committee'' & Nomination and Remuneration Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Signed minutes of the Board Committee meetings are placed for information of the board. The role and composition of these Committees, including the number of meetings held during the financial year have been provided in this report.

EXTRAORDINARY GENERAL MEETING

No Extra Ordinary General Meeting was held during the year 2013-2014.

SHARE CAPITAL

The Company''s shares are listed on the Bombay Stock Exchange (BSE), Delhi Stock Exchange (DSE) and Ahmadabad Stock Exchange (ASE) and are traded on Bombay Stock Exchange actively.

(a) EQUITY SHARES

Company has allotted 70,00,000 Equity shares of having face value Rs. 10/- each at a premium of Rs 5/- Per Equity Share to promoters and non promoters on 15th July, 2014, in pursuance of resolution for preferential issue passed by the members through postal ballot on June 27, 2014 and receipt of in principle approval from the Bombay Stock Exchange Limited vide its letter no DCS/PREF/NJ/PRE/233/2014-15 dated 9th July, 2014. Company has applied to Bombay Stock Exchange for listing for above equity shares allotted to promoters and non promoters.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules.

HUMAN RESOURCES

Your Company has put in place effective human resource acquisition and maintenance function, which is benchmarked along with best corporate practices designed to meet the organizational needs and it takes pride in its highly motivated manpower that contributed its best to the Company. The Employee''s relations within the organization have been very cordial and harmonious during the year and Human Relation Policies were reviewed and upgraded in line with the Company''s future objectives.

CORPORATE GOVERNANCE

It has always been the Company''s Endeavour to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land.

The Practicing Company Secretaries Certificate on the Compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement forms part of this report.

Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measure and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchange, is attached and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report.

HEALTH, SAFETY AND ENVIRONMENTAL REVIEW HSE

CMI Limited is committed to keep the good HSE performance delivered in earlier years. It has made huge progress in the area of process safety with no fatal accident reported during the Period.

With an aim to certify its operational location CMI Limited, Plot No. 71&82, Sector- 06, Faridabad, Haryana-121006 with the integrated Management system OHSAS 18001 and ISO 14001-Occupational Health, Safety and Environment, CMI Limited has got externally accreditation for its said manufacturing location by M/s American Quality Assessors.

PARTICULARS OF EMPLOYEES

During the year under review none of the employees was in receipt of remuneration more than Rs. 60, 00,000/- per annum, if employed for the whole year or Rs. 5,00,000/- per month, if employed for part of the year. Therefore, the Company is not required to give information pursuant to Section 217(2A) of the Companies Act, 1956.

INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The disclosure of particulars with respect to conservation of energy, technology absorption, Research and technology and foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure Of Particulars on The Report of Board Of Directors) Rules, 1988 forming part of the Directors'' Report and is as under :

A. Conservation of Energy :

a) Energy conservation measures taken :-

A number of energy conservation techniques were initiated at large scale and successfully implemented. Energy was used more efficiently.

Some of the key initiatives were as follows:-

In the existing manufacturing units various initiatives were undertaken to conserve/reduce environmental impact, by adapting to green manufacturing and concept of "Reduce, Reuse and Recycle" viz.

* Efficient Maintenance and daily monitoring of Capacitor Bank for improve- ment of Power Factor.

* Replacing energy inefficient equipments with new technologies which are efficient with AC Drives.

* Replaced old boiler with new to conserve on usage of HSD.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy :-

There was no any investment has made for reduction of consumption of energy during the Financial Year.

c) Impact of measures on (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods :

* The energy conservation measures taken during the year have resulted into yearly saving of good amount and thereby lowered the cost of production by equivalent amount. These measures have also lead to better pollution control, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity.

B. Technology Absorption, Adaptation & Innovation

1. Efforts, in brief, made towards technology absorption, adoption and innovation Energy Conservation, up gradation in manufacturing and Efficiency improvement

* Use of energy efficient LED & CFL lamps in whole plant

* Recycling the vacuum Pump cooling water for environment saving.

* Company now updated with the manufacturing of all types of cables

2. Benefits derived as a result of the above efforts

* Reduction in power usage and thereby reducing cost of production.

* Environmental saving.

* Improved efficiency and productivity.

* Cost and time saving.

C. Research and Developement

Specific areas in which R&D Product Development and carried out by the Company process improvement

Benefits derived as a result The company has started of the above R&D manufacturing High Temperature Rubber cables

Future plan of action Technology Up gradation

Expenditure on R&D Capital Expenditure: 5.81 Lacs Recurring Expenditure: 4.95 Lacs

ENVIRONMENTAL REVIEW

The Company has a defined environmental policy which is being followed rigorously by one and all across the organization. There were no environmental issues at the CMI plant and the statutory compliance was in line with Governmental requirements.

The Pollution Control parameters as defined by the State Pollution Control Board were totally adhered and effluent discharge level was well within the prescribed limits. Air pollution has been tested and was in line with the requirement. Noise pollution level was contained by fixing all the generators in sound proof acoustic enclosures.

INDUSTRIAL RELATIONS

The Company has taken various steps to improve productivity across organization. Industrial relations remained harmonious at the manufacturing unit of CMI.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Government and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Registrar and Transfer Agent, Financial Institutions, Business Associates, Media and their agencies and Employees at all levels in ensuring an excellent all around operational performance.

By Order of the Board CMI Limited

Amit Jain Date: 29th August, 2014 Chairman Cum Managing Director DIN 00041300

Registered Office : C-483, Yojna Vihar, Delhi - 110092 Email Id : info@cmiMmitecl.in


Mar 31, 2013

To , The Members of CMI Limited

The Board of Directors takes the pleasure in presenting the Forty Sixth (46th) Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in lacs) 2012-13 2011-12

Gross Revenue 8921.46 7310.93

(Sales & Other Income)

Less : Operating & Administrative Expenses 8569.92 6965.53

Profit before Depreciation and Tax 351.54 345.40

Less : Depreciation 104.66 107.85

Profit Before Tax 246.88 237.54

Add : MAT credit 37.98

Less: Provision for Tax 100.00 51.20

Add: Previous Year Adjustments 19.52 (8.69)

Net Profit for the Year carried to the Balance Sheet 166.00 215.64

OVERALL REVIEW

Overall, 2012-13 has been a satisfying year; there is an increase of 22.86% in the turnover of the Company. The total income (i.e. the aggregate of Turnover and other income) and the Net Profit before Depreciation and Tax reports an increase of 22.03% and 1.78% respectively. Further, the Net Profit after Depre- ciation and Tax reports a decrease of 23.02% only. Although, the Company has adopted adequate cost control measures throughout the year, but due to increase in Financial Cost, Net Profit did not increase as compared to increase in turnover. The Company was aggressive in its quest for new contracts, executed on its full services strategy and maintained pricing disciplines. This helped to deliver a decent revenue growth along the year with improvement in margins. Your Company continues to focus on production of quality cables to broaden its customer base and to set a benchmark in the competitive market

DIVIDEND

Although the brought forward losses have been adjusted during the year, yet the Company needs further funds to enhance its business operations, to up grade the efficiency of its plant and to meet out the deficiencies in working capital. Therefore, the management is of the view that the profits earned during the year must be retained and redeployed for the operations of the Company.

Therefore, the Directors do not recommend any dividend on Equity Shares for the financial year 2012-13.

AUDITORS AND THEIR REPORT

M/s J. K. Manocha & Associates, Chartered Accountants, Delhi, Statutory Auditors of the Company, who retires at the conclusion of this Annual General Meeting, and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company for the financial year 2013-14 of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limit prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

The observations of the Auditors, are self-explanatory and do not call for any further explanation from the Directors.

INTERNAL CONTROL SYSTEM

The Company has a well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company''s internal control system comprises audit and compliance by in-house internal Audit Division. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

CREDIT RATING

During the year under review the Company has sustained its long term credit rating of BB. The BB awarded by ICRA reflects moderate risk regarding timely servicing of financial obligation. The Company''s short term credit rates as A4 by ICRA, reflects minimal degree of safety regarding timely payment of financial obligations.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. Pyare Lal Khanna Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offers their candidature for re-appointment. Your Board recommends his re-appointment.

During the year under review, Mr. Neeraj Goel who was appointed as Director of the Company on 14th February, 2002, resigned from the directorship of the company w.e.f. 15th February, 2013.

None of the Directors of the Company is disqualified under the provision of Section 274(1) (g) of the Companies Act, 1956.

As on the date of this report, Board consists of following members :

Sl. Name of DIN Designation Date of No. Director Appoint- ment

1 Mr. Amit Jain 00041300 Managing Director 01.10.2002

2 Mr. Pyare Lal Khanna 02237272 Director 30.09.2004

3 Mr. Vijay Kumar Gupta 00995523 Whole-Time Director 15.01.2009

4 Mr. Ramesh Chand 02759859 Director 27.02.2009

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors confirm that :- (i) In the preparation of the Annual Accounts for the year ended 31st March, 2013 the applicable accounting standards read with require- ments set out under Schedule VI to the Companies Act, 1956 have been followed and no material departures have been made from the same.

(ii) Appropriate Accounting Policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period except to the extent mentioned in notes to accounts;

(iii) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregu- larities.

(iv) The annual accounts have been prepared on a going concern basis.

COMMITTEES

The Board of Directors has constituted three Committees of the Board – the Audit Committee, the Investor''s/Shareholder''s Grievance Committee & Remuneration Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Signed minutes of the Board Committee meetings are placed for information of the board. The role and composition of these Committees, including the number of meetings held during the financial year have been provided in this report.

EXTRAORDINARY GENERAL MEETING

No Extra Ordinary General Meeting was held during the year 2012-2013.

SHARE CAPITAL

The Company''s shares are listed on the Bombay Stock Exchange (BSE), Delhi Stock Exchange (DSE) and Ahmadabad Stock Exchange (ASE) and are traded on Bombay Stock Exchange actively.

(a) EQUITY SHARES

For 152675 Equity Shares of Rs. 10/- each which were issued and allotted at the Board Meeting held on 30th March, 2011, on preferential basis at a price of Rs. 25.76/- per share (including the premium of Rs.15.76/- per Equity Share) to Mr. Amit Jain in the capacity of the promoter(s) of the Company, the listing approval has been obtained from the Bombay Stock Exchange Limited vide letter dated 2nd June, 2011 and from the Delhi Stock Exchange Limited vide letter no. DSE/LIST/6685/20918/7618 dated 08th August, 2012. The listing approval of aforesaid Equity Shares is still awaited from Ahmadabad Stock Exchange Limited.

(b) CONVERTIBLE WARRANTS

For 328632 Convertible Warrants issued and allotted at the Board meeting held on 30th March, 2011 at a price of Rs. 25.76/- per warrant on preferential basis to Mr. Amit Jain, in the capacity of promoter of the Company, the right of conversion has been exercised by the Warrant Holder- Mr. Amit Jain in the following manner:

· For the FIRST TRANCHE of 160308 Convertible warrants out of total 328632 Convertible Warrants converted into 160308 Equity Shares on 16th January, 2012, the listing approval has been received from BSE vide letter no. DCS/PREF/PS/FIP/066/2012-13 on 27th April, 2012 and are listed on BSE w.e.f. 06th June, 2012 and from DSE vide letter no. DSE/LIST/6685/20919/7619 dated 08th August, 2012.

· The remaining 168324 Convertible warrants out of total 326832 Convertible Warrants were converted into 168324 Equity Shares on 30th July, 2012 and the listing approval has been received from BSE vide letter no. DCS/PREF/PS/FIP/197/2013-14 on 9th July, 2013 and are under process for listing on BSE.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules.

HUMAN RESOURCES

Your Company has put in place effective human resource acquisition and main- tenance function, which is benchmarked along with best corporate practices designed to meet the organizational needs and it takes pride in its highly motivated manpower that contributed its best to the Company. The Employee''s relations within the organization have been very cordial and harmonious during the year and Human Relation Policies were reviewed and upgraded in line with the Company''s future objectives.

CORPORATE GOVERNANCE

It has always been the Company''s Endeavour to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land. The Practicing Company Secretaries Certificate on the Compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement forms part of this report.

Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measure and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchange, is attached and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report.

HEALTH, SAFETY AND ENVIRONMENTAL REVIEW HSE)

CMI Limited is committed to keep the good HSE performance delivered in earlier years. It has made huge progress in the area of process safety with no fatal accident reported during the Period.

With an aim to certify its operational location CMI Limited, Plot No. 71&82, Sector- 06, Faridabad, Haryana-121006 with the integrated Management system OHSAS 18001 and ISO 14001-Occupational Health, Safety and Environment, CMI Limited has got externally accreditation for its said manufacturing location by M/s American Quality Assessors.

PARTICULARS OF EMPLOYEES

During the year under review none of the employees was in receipt of remuneration more than Rs. 60,00,000/- per annum, if employed for the whole year or Rs. 5,00,000/- per month, if employed for part of the year. Therefore, the Company is not required to give information pursuant to Section 217(2A) of the Companies Act, 1956.

INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The disclosure of particulars with respect to conservation of energy, technology absorption, Research and technology and foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure Of Particulars on The Report of Board Of Directors) Rules, 1988 forming part of the Directors'' Report and is as under:

A. Conservation of Energy :

a) Energy conservation measures taken :—

A number of energy conservation techniques were initiated at large scale and successfully implemented. Energy was used more efficiently.

Some of the key initiatives were as follows :- In the existing manufacturing units various initiatives were undertaken to conserve/reduce environmental impact, by adapting to green manufacturing and concept of "Reduce, Reuse and Recycle" viz.

Efficient Maintenance and daily monitoring of Capacitor Bank for improvement of Power Factor.

Replacing energy inefficient equipments with new technologies which are efficient with AC Drives.

Replaced old boiler with new to conserve on usage of HSD.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy :—

There was no any investment has made for reduction of consumption of energy during the Financial Year.

c) Impact of measures on (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods :—

The energy conservation measures taken during the year have resulted into yearly saving of good amount and thereby lowered the cost of production by equivalent amount. These measures have also lead to better pollution control, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity.

B. Technology Absorption, Adaptation & Innovation

1. Efforts, in brief, made towards technology absorption, adoption and innovation Energy Conservation, up gradation in manufacturing and Efficiency improvement

Use of energy efficient CFL lamps in whole plant

Recycling the vacuum Pump cooling water for environment saving.

Company now updated with the manufacturing Of all types of cables

2. Benefits derived as a result of the above efforts

Reduction in power usage and thereby reducing cost of production.

Environmental saving.

Improved efficiency and productivity.

Cost and time saving.

C. Research and Developement

Specific areas in which R&D Product Development and carried out by the Company process improvement Benefits derived as a result The company has started of the above R&D manufacturing High Temperature Rubber cables Future plan of action Technology Up gradation Expenditure on R&D Capital Expenditure: 3.88 Lacs Recurring Expenditure: 3.94 Lacs

ENVIRONMENTAL REVIEW

The Company has a defined environmental policy which is being followed rigorously by one and all across the organization. There were no environmental issues at the CMI plant and the statutory compliance was in line with Governmental requirements.

The Pollution Control parameters as defined by the State Pollution Control Board were totally adhered and effluent discharge level was well within the prescribed limits. Air pollution has been tested and was in line with the requirement. Noise pollution level was contained by fixing all the generators in sound proof acoustic enclosures.

INDUSTRIAL RELATIONS

The Company has taken various steps to improve productivity across organization. Industrial relations remained harmonious at the manufacturing unit of CMI.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Government and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Registrar and Transfer Agent, Financial Institutions, Business Associates, Media and their agencies and Employees at all levels in ensuring an excellent all around operational performance.

By Order of the Board

Amit Jain

Date: 29th August, 2013 Chairman of the Meeting

Registered Office : C-483,

Yojna Vihar, Delhi - 110092

Email Id : info@cmilimited.in


Mar 31, 2010

The Directors have enormous gratification in presenting the Forty Third (43rd) Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the financial year ended 31st March, 2010.

OVERALL REVIEW

During the year under review, although there is a downfall of 9.51% in the turnover of the Company, yet the total income (i.e. the aggregate of Turnover and other income) fall down by 6.45% only. Further, the Net Profit before Depreciation and Tax reports a downfall of 1.17% only. Since, the Company has adopted adequate cost control measures through out the year, therefore despite of the reduced turnover; it is still able to maintain its Net Profit. Your Company continues to focus on production of quality cables to broaden its customer base and to set a benchmark in the competitive market.

FINANCIAL REVIEW

The working results of the Company for the year are as follows: -

PARTICULARS 31.03.2010 31.03.2009 Amt.(In Rs.) Amt.(In Rs.)

Total Income (Turnover+Other Income) 48,80,79,653 52,17,18,366

Less: Expenditure 45,85,16,178 49,18,03,699

Profit before Depreciation and Tax 2,95,63,475 2,99,14,667

Less: Depreciation 1,03,03,830 87,25,348

Profit Before Tax 1,92,59,645 2,11,89,320

Less: Taxation-Current Year 11,35,000 -

Fringe Benefit Tax - 1,47,911

Add: MAT Claimable 10,34,097

Previous Year Adjustments 1,454 4,53,066

Net Profit for the year carried to the Balance Sheet 191,60,196 2,14,94,475

DIVIDEND

Although the brought forward losses have been adjusted during the year, yet the Company needs further funds to enhance its business operations, to up grade the efficiency of its plant and to meet out the deficiencies in working capital. Therefore, the management is of the view that the profits earned during the year must be retained and redeployed for the operations of the Company.

AUDITORS

M/s J. K. Manocha & Associates, Chartered Accountants, Delhi, who retires at the conclusion of this Annual General Meeting, and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company. They have furnished a certificate to the effect that their re-appointment if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

The name of the Auditors Firm has been changed from M/s Manocha J. K. & Associates to M/s J. K. Manocha & Associates.

AUDITORS OBSERVATION

The Auditors Report has been annexed with this report, Auditors observations are self explanatory, which do not call for any further clarifications.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association, Mr. Vijay Kumar Gupta and Mr. Ramesh Chand, Directors are liable to retire by rotation and being eligible offers their candidature for re-appointment.

During the year under review, Mr. Abhishek Aggarwal has been appointed as an Additional Director and Mr. Parag Jain has resigned as Director effective 20th November, 2009. Your Directors place before the members of the Company a proposal to regularize Mr. Abhishek Aggarwal as Director of the Company.

The Board of Directors of the Company resolved to appoint Mr. Amit Jain, as the Managing Director of the Company with effect from 1st April 2010 for a period of three years i.e. up to 31st March 2013 at a monthly remuneration of Rs. 1,25,000/- subject to the approval of the Members and in pursuance of the provisions of Schedule Xlli and other applicable provisions of the Company Act, 1956.

PREFERENTIAL ALLOTMENT

During the year under review, an Extra-ordinary General Meeting of the Members of the Company was held as on 2nd February, 2010 to offer, issue and allot 30,00,000 Equity Shares of the Company to Mr. Amit Jain, in the capacity of promoter, on preferential basis. However, the decision of Board of Directors of the Company is still pending in this regard.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956.

REVOCATION OF SUSPENSION OF TRADING IN SHARES ON BSE

During the year under review, the Company has made all compliances required till date in conformity with various clauses of Listing Agreement signed with Bombay Stock Exchange Limited and has also paid re- instatement fees for revocation of suspension of trading in shares of the Company.

Consequently, BSE has lifted suspension on the trading of Equity Shares of the Company and the shares of the Company are now being traded w.e.f. 4th August, 2010.

INSPECTION UNDER SECTION 209A OF COMPANIES ACT

During the year under review, an inspection of the Company was carried out under Section 209A of the Companies Act, 1956 and certain observations were raised by Regional Director (RD), Northern Region in this regard. The officials of the Company have been dealing with the same and as and when the final remark from Government of India will be received by the Company, it will be replied appropriately.

HUMAN RESOURCES

Your Company has put in place effective human resource acquisition and maintenance function, which is benchmarked along with best corporate practices designed to meet the organizational needs and it takes pride in its highly motivated manpower that contributed its best to the Company. The Employees relations within the organization have been very cordial and harmonious during the year and Human Relation Policies were reviewed and upgraded in line with the Companys future objectives.

CORPORATE GOVERNANCE

It has always been the Companys endeavour to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land.

The Compliance Report on Corporate Governance Report forms part of this Annual Report. The Practicing

Company Secretaries Certificate on the Compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report.

ISO CERTIFICATION

Your Company continues to uphold and maintain the prestigious ISO 9001 Certification for manufacture of PJFT, Dry Core, PVC, Instrumentation, Power Control and Networking Applications Cables. The Company continues to practice international quality standards, systems and procedures.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors confirm that:-

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there were no materia! departures.

(ii) Appropriate Accounting Policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

(iii) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

As none of the employees was in receipt of remuneration more than Rs. 24,00,000/-per annum, if employed for the whole year or Rs. 2,00,000/- per month, if employed for part of the year. Therefore, the Company is not required to give information pursuant to Section 217(2A) of the Companies Act, 1956.

INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The disclosure of particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure Of Particulars on The Report of Board Of Directors) Rules, 1988 forming part of the Directors Report and is as under Conservation of Energy

(a) Energy Conservation Measures taken

The Company has taken adequate measures to ensure optimum use of all equipments so as to conserve energy.

(b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy

The Company is evaluating new technologies to make its infrastructure more energy efficient.

(c) Impacts of the measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods

These measures resulted in cost saving for the company and effective management and efficient utilization of energy resources.

(d) Total Energy consumption and energy consumption per unit of production as per Form A

Not Applicable

Technology Absorption. Adaptation & Innovation

Continuous efforts are being made for product improvement and cost reduction.

Research and Development

Specific areas in which R&D carried out by the Company

Product Development and process improvement

Benefits derived as a result of the above R&D

The company has started manufacturing High Temperature Rubber cables

Future plan of action

Technology Up gradation

Expenditure on R&D

Capital Expenditure: Nil Recurring Expenditure: Nil

Technology absorption, adaptation and innovation

Efforts, in brief made towards technology absorption, adaptation and innovation

In-house training is being imparted to plant personnel for adaptation of the updated technology.

Benefits derived as a result of above efforts, for e.g. product improvement, cost reduction, product development, import substitution etc.

New Product Development, Cost optimization, Productivity and product quality improvement.

The Company has not made any technology import.

II. Foreign Exchange Earnings and Outgo:

Expenditure in Foreign Currency Nil

Earnings in Foreign Currency Nil

SUBSIDIARY COMPANY

The Company has one wholly owned subsidiary Company viz. CMI Telecom Limited. The Company has yet to commence its business.

ENVIRONMENTAL REVIEW

The Company has a defined environmental policy which is being followed rigorously by one and all across the organization. There were no environmental issues at the CMI plant and the statutory compliance was in line with Governmental requirements.

The Pollution Control parameters as defined by the State Pollution Control Board were totally adhered and effluent discharge level was well within the prescribed limits. Air pollution has been tested and was in line with the requirement. Noise pollution level was controlled by fixing all the generators in sound proof acoustic enclosures.

INDUSTRIAL RELATIONS

The Company has taken various steps to improve productivity across organization. Industrial relations remained harmonious at the manufacturing unit of CMI.

ACKNOWLEDGEMENTS

Your Directors wish to take this opportunity to offer sincere appreciation and acknowledge with gratitude the support and co-operation extended by the clients, vendors, bankers, registrar and share transfer agent, business associates, financial institutions, media and their agencies and look forward to their continued support and assistance.

Your Directors also convey their gratitude to the Members of the Company forthe confidence shown by them in the Company and thank the employees at all levels, who, through their untiring efforts, dedication, cooperation and commitment have enabled the company to achieve its strategic corporate objectives.

By Order of the Board

Amit Jain Chairman of the Meeting Place: Delhi Date : 9th August, 2010

 
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