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Directors Report of Cords Cable Industries Ltd.

Mar 31, 2015

To

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report of your company together with the audited statement of accounts for financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars FY 2014-15 FY 2013-14

Revenue from Operations 26502.70 26299.24

Other Income 191.46 185.53

Total Income 26694.16 26484.77

Operating Expenditure 23774.23 23717.81

Profit before interest, tax and depreciation (PBITD) 2919.94 2766.96

Finance Cost 1998.68 1965.92

Depreciation 541.13 499.19

Profit before tax (PBT) 380.13 301.85

Provision for Tax 109.93 98.40

Profit after Tax (PAT) 270.20 203.45

Profit brought forward from previous year 4533.57 4389.95

Profit available for appropriations 4803.77 4593.40

Appropriations:

Proposed Dividend (Preference Dividend) 16.00 16.00

Corporate Dividend Tax 3.20 2.72

Transferred to General Reserve - -

Profit carried forward 4784.57 4574.68

COMPANY'S PERFORMANCE/STATE OF COMPANY'S AFFAIRS

During the year under review, your company's total revenue stood at Rs. 26694.16 lacs as against Rs. 26484.77 lacs in the previous year. Your Company earned profit before interest, tax and depreciation of Rs. 2919.94 lacs as against a PBITDA of Rs. 2766.96 lacs in the previous year. The interest cost was Rs. 1998.68 lac as against Rs. 1965.92 lacs in the previous year.

Your company earned profit after tax for the year of Rs. 270.20 lacs as against a PAT of Rs. 203.45 lacs earned in the previous year. Even though your company witnessed a jump in its Profits in FY'14-15 vis- a-vis FY'13-14, yet your company earned inadequate profits in the fiscal in respect of the remuneration payable to its managerial person(s). Major reason for earning inadequate profits in the year had been the inability of the company in producing the desirable projected volumes in the fiscal due to which its revenues saw a growth of just under 1% in FY'14-15.

Your Company has been earning profits in its operations since inception. However, the overall economy as a whole affected the profitability of the Company. Also, general worldwide economic slowdown had also adversely resulted in inadequate profits during the financial year 2014-15. During past few years due to overall adverse economic environment around the country, the investments in new projects were put on hold by most of the companies. The increase in the net sales was not at par with the expectations marginally due to lower realizations, delayed and slow pick-up of the finished goods by the customers and consequently the profits were further impacted. Nevertheless since your Company is engaged in cable manufacturing products used in projects hence demand is likely to increase significantly as Government of India has focused again on infra projects and approvals and investments in new projects will entail higher turnover of the Company which will ultimately increase the profitability of the Company. Also, your company has been continuously working upon achieving better efficiencies, cutting costs at every stage of production, better preventive maintenance, making product mix having higher contribution and achieving higher production so that your company can achieve the scale of economy and maintain higher margin of profit. Expectation of your company in terms of increase in its profits is in line with the increase in its activity and market penetration in the potentially improving macroeconomic scenario in the country. Further, interest rates are likely to soften in near future and your company is expected to save significantly on its interest outgoes. Additionally, with the ongoing repayment of term loans availed for project financing, your company is expected to save on its financial expenses.

Newly added prestigious export/domestic clients

No major push in project implementation and new projects in the country were witnessed in the FY 2014-15 and thus as such there may have not been any major impact on the order booking and execution for cable industry per-se in the FY 2014-15.

However, your company, being a leading manufacturer of Control and Instrumentation cables in the country has been sailing well through a very competitive market and has been successful in achieving sales revenue of over Rs. 265 crore with a profit after tax of over Rs. 270 lacs as for FY'14-15.

Your company has also been successful in booking orders from new EPC contractors like Bombardier, Welspun, GE, ABB Global, Alstom Transport etc. and has also been able to maintain sustainable order booking and sales revenues from existing customers like L&T, Siemens, EIL, NTPC, BHEL etc.

Your Company is also envisaging developing projects for use in freight corridor, smart city, railway signalling and protection system and infrastructure projects.

CAPITAL STRUCTURE

The Authorised Capital of the Company is Rs. 15,60,00,000/- (Rupees Fifteen Crores Sixty Lacs Only) divided into 1,20,00,000 (One Crore Twenty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 3,60,000 (Three Lacs Sixty Thousand) Preference Share of Rs.100/- (Rupees Hundred) each.

APPROPRIATIONS:

a) Transfer to Reserves

During the Financial year ended on March 31, 2015, no amount has been transferred to reserves.

b) Dividend

Your Directors has recommend, dividend @ 10% on 1,60,000 Non convertible, cumulative, preference shares of rupees 100 each. The Board of Directors, after duly considering the requirement of funds for Working Capital and repayment of loan instalments, have not recommended any dividend on equity shares for the year under review in view to further strengthen the financial position of your Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A and 205C of the Companies Act, 1956, your Company has transferred Rs. 51,975/- (Rupees Fifty One Thousand Nine Hundred and Seventy Five only) to the Investor Education and Protection Fund, during the year 2014-15. This amount was lying as unpaid Share application money received by the company for allotment of Shares and is due for refund for a period of seven years after allotment of Shares.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 22, 2014 (date of last Annual General Meeting) on the Company's website (www.cordscable.com), as also on the Ministry of Corporate Affairs' website.

Your Directors draw attention of the members to Note xv of General Shareholder Information to the corporate governance report which sets out information relating to outstanding dividend accounts and the dates by which dividend can be claimed by the shareholders.

LISTING OF SHARES

The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2015-16 has already been paid to the stock exchanges.

ISO CERTIFICATES

Your company is to be awarded the globally recognized prestigious ISO 9001, ISO 14001:2004 and BS OHSAS 18001:2007 Certification, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

CREDIT RATING

CARE maintained the credit rating for the company's long term and short term debt at BBB and A3 respectively.

MATERIAL CHANGES AND COMMITMENTS

On April 11, 2015, the Share Purchase Agreement has been executed between "Purchaser Promoter" Consisting of Mr. Naveen Sawhney, Managing Director of the company and "Seller Promoter Group" consisting of Mr. Devender Kumar Prashar, Mrs. Adesh Prashar, Mr. Rahul Prashar, Mr. Amit Prashar, with Company as a confirming party for giving effect to Inter-se-transfer among the Promoters Groups. After the transaction, Mr. Naveen Sawhney, Promoter Director of the Company has acquired 33,23,173 equity share aggregating to 29.08% of the total paid up share capital of the company from "Seller Promoter Group" at a price of Rs. 32.25(Rupees Thirty Two and paisa Twenty Five only) per share. Upon completion of formalities in this regard, individual shareholding of Mr. Naveen Sawhney, in the company has been increased from 27,24,849 (23.84%) equity shares to 60,48,022 (52.92%) equity shares. However, his holding together with persons acting in concert will remain same at 6646438 Equity Shares (58.16%), as the aforesaid proposed transaction is inter-se between and amongst the Promoter Group only.

Apart from these, there have been no other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended March 31, 2015.

DETAILS OF ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

During the period under review, no material order has been passed by any regulator or court excepting to the extent as may be mentioned in the Notes to Accounts attached to the Financial Statements forming part of the Annual Report.

DEPOSITS FROM PUBLIC

Your Company has not accepted any deposits from public under section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

PARTICULARS OF SUBSIDARIARIES, JOINT VENTURES AND ASSOCIATES

As on date of this report, your company does not have any subsidiary, joint ventures and Associate Company. Further, during the period under review no company become or ceased to be its subsidiaries, joint venture or Associate Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://cordscable.com/ cordscable/corporate.php.

Your Directors draw attention of the members to Note 34 to the financial statement which sets out related party disclosures.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and 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;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the company and such internal financial controls were adequate and were operating effectively.

f) 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149, 152, schedule IV and other applicable provisions, if any, of the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Om Prakash Bhandari and Mr. Ajit Kumar Sahay were appointed as independent directors at the 23rd annual general meeting of the Company held on September 22, 2014 to hold office for a period of one year from 01.04.2014 to 31.03.2015. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. The Independent directors had no pecuniary relationship or transactions with the Company.

At the aforementioned Annual General Meeting, Mr. Naveen Sawhney and Mr. Devender Kumar Prashar, who retire by rotation and being eligible has offered themselves for re-appointment, were reappointed.

Appointments:

During the year, the Board of Directors, upon the recommendations of the Nomination and Remuneration Committee, in their meeting held on January 10, 2015, has appointed Mr. Vijay Kumar as an Additional Director (designated as Independent Director) with effect from January 10, 2015, and subject to approval of company in general meeting he shall hold office for a period of one year and shall not be liable to retire by rotation. Being eligible, he offered himself to be appointed as the Independent Director of your Company.

During the year under review Mrs. Asha Bhandari was appointed as Additional (woman) Director with effect from April 01, 2015, Mr. Vimal Dev Monga was appointed as Additional Director (designated as Independent Director) on April 23, 2015 in the Board of the Company and subject to approval of company in general meeting they shall hold office for a period of one year and shall not be liable to retire by rotation. Being eligible, they offered themselves to be appointed as the Independent Director of your Company.

Also on May 30, 2015, Mr. Sanjeev Kumar was appointed as Additional Director (Whole Time Director) in the Board of the Company and subject to approval of company in general meeting he shall hold office for a period of five year and shall be liable to retire by rotation.

The resolutions seeking approval of the Members for the appointment of Mr. Vijay Kumar, Mrs. Asha Bhandari, Mr. Vimal Dev Monga and Mr. Sanjeev Kumar have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them. Being eligible, he offered himself to be appointed as the Independent Director of your Company.

All Independent Directors have given declarations that they meet criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. Company has also received notice in writing u/s 160 of the Act from members proposing the candidature of all the directors seeking appointment for the office of Director.

Resignations:

Mr. Devender Kumar Prashar (Joint Managing Director) resigned as Whole Time Director with effect from April 21, 2015 and due to personal reasons, Mr. N.K Balasubramanian has resigned as Independent Director with effect from July 01, 2014.

Also, Mr. Om Prakash Bhandari and Mr. Ajit Kumar Sahay ceased to be the Directors of the Company upon completion of tenure i.e. on March 31, 2015.

The Board places on record its gratitude for the services rendered by Mr. Devender Kumar Prashar as Whole Time Director and Mr. N.K. Balasubramanian, Mr. Ajit Kumar Sahay, Mr. Om Prakash Bhandari as Independent Directors, during his long association with the company.

In term of Section 203 of the Company's Act, 2013 and rules made thereunder, the appointments of Mr. Naveen Sawhney (Managing Director), Mr. Devender Kumar Prashar* (Joint Managing Director), Mr. Vinod Kumar Beri (Chief Executive Officer), Mr. Manoj Kumar Gupta (Chief Financial Officer) and Ms. Garima Pant (Company Secretary) as key managerial personnel of the Company were formalised. *resigned w.e.f. 21.04.2015

DECLARATION BY INDEPENDENT DIRECTOR(S)

Your company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Clause-49, of Listing Agreement.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met 15 (Fifteen) times during the financial year. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance that of its Committees and individual director. The Company has adopted adequate policy for the evaluation of its director including independent director and for the evaluation of the performance of Board and its committees; the above referred evaluation has been made in accordance with the stated policy.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

In adherence of section 178(3) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on April 01, 2015, approved a Nomination and Remuneration Policy in order to comply with the provisions u/s 178 of Companies Act, 2013 and Clause 49 of the Listing Agreement, based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Appointment criteria and qualifications of Directors (including Independent Director), policy relating to remuneration for Directors, Key Managerial Personnel and other employees, framework for performance evaluation of Independent Directors, other Directors and the Board and Policy on Board Diversity.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Annual Report and may be accessed on the Company's website at the link: http://cordscable.com/cordscable/ corporate.php.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this Annual Report. Board of your Company has accepted all the recommendations of the Audit Committee hence reasons for not accepting such recommendations does not applicable.

AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s Sharma Goel & Associates, LLP, Chartered Accountants, (FRN: 000643N) will retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment as per the Certificate furnished by them under Section-139(1) of the Companies Act, 2013 read with Companies (Audit and Accounts) Rules, 2014.

The Board recommends the re-appointment of M/s Sharma Goel & Associates, LLP, Chartered Accountants as Statutory Auditors.

Statutory auditors' report

The Auditors Report to the members on the Accounts of the company for the financial year ended on March 31, 2015 does not contain any qualification. The Notes to Accounts referred to in the Auditors Report are Self -explanatory and therefore do not require further comments.

Cost Auditors

M/s S. Chander & Associates, Cost Accountants (Firm Regn. No. 100105), who has given their consent in writing to act as Cost Auditor, were appointed as the Cost Auditor of the Company to audit the cost records maintained by the company for the financial year 2014-15 at a remuneration of Rs. 1,00,000/- (Rupees One Lac only) p.a. plus service tax and out of pocket expenses incurred in connection with the aforesaid audit. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members for ratification.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Gupta Gulshan & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the financial year ended on 31st March, 2015.

Secretarial audit report

The Secretarial Audit report is annexed herewith as ANNEXURE 1. As regard regard to observations of Secretarial Auditor of the Company, your directors submitted their Para wise reply as under:

1. Company was in the process to appoint the right candidate at the Board as woman director and that the Company in all good earnest and intentions to comply with the provisions had appointed Mrs. Asha Bhandari as Independent Director (Woman Director) 01.04.2015. Delay of only one day happened due to fact that it was not feasible to conduct the meeting of Board on or before 31.03.2015.

2. Provisions of Section 203 of the Companies Act, 2013 were come into force w.e.f. 01.04.2015 and accordingly company was required to appoint CFO. As no timeline was mentioned in the provisions hence efforts were made to appoint a suitable person as CFO of the Company. Process was initiated and accordingly CFO was appointed by the Board in its meeting held on 01.04.2015. Prior to appointing CFO company has employed duly qualified Chartered Accountant designated as G. M. (Finance and Accounts). Hence there was only difference of nomenclature of designation that too was complied with by appointing CFO on 01.04.2015.

3. In order to meet the requirement of funds for Working Capital and repayment of loan instalments, company could not spend any amount in the CSR activities during the finance year 2014-15. However, efforts shall be made to contribute towards CSR activities during FY. 2015-16.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 of COMPANIES ACT, 2013.

During the financial year ended on March 31, 2015, no loan, investments and guarantees made/ given by the Company u/s 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Control System of the Company has been devised through its extensive experience that ensures control over various functions of its business. The Company practices Quality Management System for Design, Planning, Production and Marketing. Periodic audits conducted by Internal Auditors and Statutory Auditors provide means whereby any weakness, whether financial or otherwise, is identified and rectified in time The details in respect of internal financial control and their adequacy are also included in the Management Discussion and Analysis, which forms part of this report.

RISK MANAGEMENT POLICY

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

Your directors also periodically review the risks associated with the business or threaten the prospectus of the company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section-135 of Companies Act, 2013, the Board of Directors of the company at their meeting held on August 14, 2014 has approved the constitution of CSR Committee, comprises of four directors viz. Mr. Naveen Sawhney, Mr. Devender Kumar Prashar, Mr. Ajit Kumar Sahay and Mr. Om Prakash Bhandari. This committee was reconstituted on April 01, 2015 and April 23, 2015 and as on date of this report, the committee comprises of Four Directors i.e. Mr. Naveen Sawhney, Mrs. Asha Bhandari, Mr. Vimal Dev Monga and Mr. Vijay Kumar. Details regarding the constitution, roles and functions of the Corporate Social Responsibility Committee are given in the Report on Corporate Governance.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities, if any.

Disclosure on Companies (Corporate Social Responsibility (CSR) Policy) Rules, 2013, is set out herewith as ANNEXURE - 2 to this Report.

WHISTLEBLOWER POLICY

The Company has in place a Vigil Mechanism i.e. whistleblower policy to deal with unethical behavior, victimization, fraud and other grievances or concerns, if any. The aforementioned whistleblower policy can be accessed on the Company's website: http://cordscable.com/cordscable/corporate.php.

DISCLOSURE REQUIREMENTS

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the independent directors are available on the website of the Company (http://cordscable.com/cordscable/corporate.php.)

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated persons have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES

Details containing the name and other particulars of employees in accordance with the provision of Section 197(12) of the Companies Act, 2013, read with the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as ANNEXURE - 4 to the Board's Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI.

A separate report on Corporate Governance forms part of the Annual Report along with the Auditor's Certificate on Compliance. Certificate from M/s Gupta Gulshan & Associates, Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement has been obtained and is annexed at the end of Corporate Governance Report. Further, the Company regularly submits the quarterly corporate governance compliance report to Stock Exchanges.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in a separate section and forms part of this Report.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as ANNEXURE - 5 to this Report.

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION

Mr. Naveen Sawhney, Managing Director and Mr. Manoj Kumar Gupta Chief Financial Officer has given a certificate to the Board as contemplated under Clause 49 of the Listing Agreement with the Stock Exchanges, provided in a separate section as ANNEXURE - 6 and forms part of this Report.

DISCLOSURE FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company believes in providing a safe and harassment free workplace for every woman working with the company. The Company endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment as per applicable provisions.

As on date of this report, Internal Complaints Committee has not received any complaint pertaining to sexual harassment and no complaint is pending for disposal before the Committee.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the Green Initiative in Corporate Governance introduce by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment.

Electronic copies of the Annual Report 2015 and Notice of the 24th Annual General Meeting are sent to all members whose email addresses are registered with the company/ Depository participants. For members who have not registered their e mail addresses, physical copies of Annual Reports 2014-15 and Notice of the 24th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to Company Secretary.

The Company is providing e voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. This is pursuant to section 108 of Companies Act, 2013 and Companies (Management and Administration) Rules, 2014. The instructions for e voting are provided in the Notice.

The Company is also periodically uploading Annual Reports, Financial Results and Shareholding Pattern etc. on its website viz. www.cordscable.com within the prescribed time limit.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Financial Institutions, Securities and Exchange Board of India, Government authorities, Statutory authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co- operation.

ON BEHALF OF THE BOARD OF DIRECTORS

New Delhi Naveen Sawhney Sanjeev Kumar

August 14, 2015 Managing Director Whole Time Director

DIN : 00893704 DIN : 07178759


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Third Annual Report together with the Audited Statement of Accounts for financial year ended March 31, 2014.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars FY 2013-14 FY 2012-13

Gross Sales 28688.28 42401.55

Net Sales 26299.24 38543.54

Other Income 185.53 170.64

Total Income 26484.77 38714.18

Profit before Depreciation & Tax 801.04 1740.11

Depreciation 499.19 840.04

Profit before Tax 301.85 900.07

Provision for Tax 98.40 291.99

Profit after Tax 203.45 608.08

Profit brought forward from previous year 4389.95 3800.59

Profit available for appropriations 4593.40 4408.67

Appropriations:

Proposed Dividend (Preference Dividend) 16.00 16.00

Corporate Dividend Tax 2.72 2.72

Transferred to General Reserve - -

Profit carried forward 4574.68 4389.95

COMPANY PERFORMANCE

During the year under review, yours company''s total revenue was Rs.26484.77 lakhs as against Rs. 38714.18 lakhs in the previous year. The Company has earned profit before interest, depreciation and tax of Rs. 2766.96 lakhs as against Rs.4004.35 lakhs profit before interest, depreciation and tax last year. The interest cost was Rs. 1965.92 lakhs as against Rs. 2264.24 lakhs last year. The profit for the year after tax was Rs. 203.45 lakhs as against Rs. 608.08 lakhs last year.

The main reason for the company to earn inadequate profits in the fiscal has been the inability of the company in producing the desirable quantity owing mainly to the shortage and interrupted supply of raw materials. This specifically refers to the shortage and interrupted supply of company''s key base raw material - Copper, and especially during the period from March 2013 to September 2013. The sudden external factor leading to supply shock in our base raw material was not in the control of the company. And as such, the haphazard and non- continuous supply of Copper went on till September 2013 with the result the production of Control and Instrumentation cables by the company was severely hampered and subsequently resulted in lower achievement of sales numbers and earning of inadequate profits.

In order to fulfil its immediate requirements, the company had started developing a few more domestic vendors of Copper, To make sure better supplies in future, the company has started to place orders to larger overseas suppliers of Copper, The company is also in touch with a few domestic as well as overseas vendors for entering into quantity based MOUs so that raw material quantities can be assured.

NEWLY ADDED PRESTIGIOUS EXPORT/DOMESTIC CLIENTS

The country has seen the slowdown in the economy during the FY 2013-14 across the industry. Cable Industry has also been the part of this slow down and overall revenues of the industry have gone down as compared to FY 2012-13.

However, Cords Cable Industries Ltd. being a leading manufacturer of control, instrumentation and certain special cables in the country and these cables being used in Power Plants / Refinery / Process Industry / etc. have been successful in remaining afloat during the FY 2013-14 with a net sales revenue of 26299.24 lacs and have declared the profit of Rs. 203.45 Lacs as on 31.03.2014.

Your Company has also been successful in booking the orders from new EPC contractors like Kazstroy, Efacec, Samsung, Thales, OTV (Italy), etc. Your Company has also been successful in booking the orders from various international customers like OTV (Italy) for Power and Control Cables worth Rs. 12 Cr. Thales for Hyderabad and Bangalore Metro Rail Corporation Projects worth Rs. 6 Cr. GE Oil & Gas (Advanced Systek) for 26 HPCL Location Depots across the country for Control, Instrumentation and Fire Survival Cables worth Rs. 13 Cr. Dangote Cement (Nigeria) for Rs. 3 Cr. and ABB (S. P. A.) Italy for Rs. 2 Cr.

The Company has also been able to maintain and sustain the order booking and sales revenues from existing customers like L&T, Essar, Siemens, Alstom, Jaypee, EIL, NTPC, PGCIL, BHEL, etc.

In view of the slowdown in the economy the Company has used this lean period in consolidation of its manufacturing process and R&D activity and have developed new products like Balise Cables and Silicon Rubber Cables and also made inroads in various Metro Railways Project across the Country like Delhi Metro Rail Corporation (DMRC), Bangalore Metro Rail Corporation (BMRC), Hyderabad Metro Rail Corporation (HMRC) and Jaipur Metro Rail Corporation (JMRC).

DEMERGER

During the year under review it was proposed to demerge the company. However no significant action could be initiated on the demerger process.

DIVIDEND

It is proposed to recommend dividend @ 10% on 1,60,000 Non convertible, cumulative, preference shares of rupees 100 each. The Board of Directors, after duly considering the requirement of funds for Working Capital and repayment of loan instalments, have not recommended any dividend on equity shares for the year under review in view to further strengthen the financial position of your Company.

TRANSFER TO RESERVE

During the current year, no amount has been transferred to reserves.

PUBLIC DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 58(A) of the Companies Act, 1956.

CAPITAL STRUCTURE

The Authorised Capital of the Company is Rs. 15,60,00,000/- (Rupees Fifteen Crores Sixty Lacs Only) divided into 1,20,00,000 (One Crore Twenty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 3,60,000 (Three Lacs Sixty Thousand) Non convertible, cumulative, Preference Share of Rs.100/- (Rupees Hundred) each.

DIRECTORS

The Board of Directors comprises of Mr. Naveen Sawhney, Managing Director, Mr. Devender Kumar Prashar, Joint Managing Director, Mr. Om Prakash Bhandari and Mr. Ajit Kumar Sahay as Non Executive Independent Directors.

Mr. N. K. Balasubramanian, Independent Director resigned with effect from July 01, 2014 due to personal reasons. The Board records its appreciation for the valuable services rendered by Mr. N. K. Balasubramanian.

Pursuant to Section 152 of the Company''s Act, 2013 and of the Company''s Article of Association, Mr. Devender Kumar Prashar, Joint Managing Director and Mr. Naveen Sawhney, Managing Director retires by rotation and being eligible, offers themselves for re-appointment.

Pursuant to Sections 149 and 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 alongwith Schedule IV of the Act it is proposed to appoint Mr. Om Prakash Bhandari (DIN: 00046524) and Mr. Ajit Kumar Sahay (DIN: 00353414) the existing Independent Directors as Non- Executive Independent Directors for a period of one year w.e.f. 01.04.2014 to 31.03.2015 subject to approval of members at the forthcoming Annual General Meeting. The Independent Directors shall not be liable to retire by rotation. All the above mentioned Directors have given the declaration of Independence as per Section 149 (6) of the Companies Act, 2013.

Brief resume of the Director proposed to be appointed / reappointed, nature of his expertise in specific functional areas, name of companies in which he hold directorships and memberships / chairmanships of Board Committees, shareholding detail as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges are provided in the Report on Corporate Governance. None of the Directors of the Company is disqualified from being appointed as Director.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors report that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

2. They have selected such accounting policies and applied them consistently and 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 profit and loss account for the year under review;

3. They have taken proper and sufficient care 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;

4. They have prepared the Annual Accounts for the financial year ended March 31,2014 on a going concern basis.

KEY MANAGERIAL PERSONNEL

In term of Section 203 of the Company''s Act, 2013 Company has already appointed the key managerial personnel viz. Mr. Naveen Sawhney, Managing Director, Mr. Devender Kumar Prashar, Joint Managing Director, Mr. V. K. Beri, Chief Executive Officer and Ms. Garima Pant as Company Secretary.

Company has also designated Mr. Satinder Bedi, Head Sourcing, Mr. Dinesh Sukhla, President Operations, Mr. H.K. Pandita, Vice President Marketing and Mr. Sandeep Kumar (G. M. - Finance & Accounts) as persons one level below the Key Managerial Personnel''s of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with Section 135 of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on August 14, 2014 have approved the constitution of the CSR Committee which comprises four directors viz. Mr. Naveen Sawhney, Mr. Devender Kumar Prashar, Mr. Om Prakash Bhandari and Mr. Ajit Kumar Sahay to frame and recommend CSR policy and other matters related to CSR compliances.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The requisite annual listing fees have been paid to the Exchanges.

PARTICULAR OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The Company has given due attention towards conservation of energy. Our Energy Efficiency drive includes:-

* All air conditioners, lights and computers are shut down after office hours (except at the time of work commitments).

* There is an optimum ratio of glass windows to utilize natural daylight and proper insulation and ventilation to balance temperature and reduce heat.

* Your Company supports the ''Green Initiative'' taken by the Ministry of Corporate Affairs and urges its shareholders to accept electronic delivery of documents as prescribed by Law and provide valuable support to the Company in conserving the environment by reducing impact of printing.

FOREIGN EXCHANGE EARNING AND OUTGO

(a) Activities relating to export, initiatives taken to increase exports, development of new export markets for products and expert pians

During the year under review, the Company''s products were exported mainly to Middle-East countries. Company participated in Exhibitions, Technical Seminars & Conferences in foreign countries for promotion of its products. Efforts continue to enlarge the geographical reach on export market in order to maximize foreign exchange inflow and every effort made to minimize the foreign exchange outflow.

(b) Total Foreign Exchange Earnings Rs. 684.39 Lacs

(c) Total Foreign Exchange Used Rs. 2943.62 Lacs

PARTICULARS OF EMPLOYEES

As per the limit prescribed in Companies (Particulars of Employees) Amendment Rules, 2011, none of our employee falls within that category. So, no information is required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

MANAGING DIRECTOR / JOINT MANAGING DIRECTOR / GENERAL MANAGER (FINANCE & ACCOUNTS) CERTIFICATION

Mr. Naveen Sawhney, Managing Director and Mr. Devender Kumar Prashar, Joint Managing Director and Mr. Sandeep Kumar [General Manager (Finance & Accounts)] has given a certificate to the Board as contemplated under Clause 49 of the Listing Agreement with the Stock Exchanges, provided in a separate section and forms part of this Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. Certificate from M/s Gulshan Gupta & Associates, Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement has been obtained and is annexed at the end of Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis is provided in a separate section and forms part of this Report.

AUDITORS

M/s Sharma Goel & Co., Chartered Accountants, Auditors of the Company will retire at the conclusion of the ensuing AGM and are eligible for reappointment as per the certificate furnished by them under Section 139 (1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

AUDITORS REPORT

The Auditors Report to the Members on the Accounts of the Company for the financial year ended on March 31, 2014 does not contain any qualification. The Notes to Accounts referred to in the Auditors Report are self explanatory and therefore do not require further explanation.

COST AUDITORS

M/s S. Chander & Associates, Cost Accountant, were appointed as the Cost Auditor for conducting the cost audit of the company for the financial year 2013-14. M/s S. Chander & Associate have confirmed their willingness to act as Cost Auditor of the company for the financial year 2014-15 and have confirmed their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 read with the Rules made thereunder.

In view of the Green Initiative in Corporate Governance introduce by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment.

Electronic copies of the Annual Report 2014 and Notice of the 23rd Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository participants. For members who have not registered their e mail addresses, physical copies of Annual Reports 2014 and Notice of the 23rd Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to Company Secretary.

The Company is providing e voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. This is pursuant to section 108 of Companies Act, 2013 and Companies (Management and Administration) Rules, 2014. The instructions for e voting are provided in the Notice.

AWARDS AND RECOGNISIONS

Your Company during the vendor meet on 7th December, 2013 has appreciated for Exceptional Contribution to the Hindalco Group and as a token of recognition CORDS has been awarded a trophy. Further, formal inauguration of the meet was jointly done by Mr. Naveen Sawhney, Managing Director, Cords Cable Industries Limited and Mr. D.K. Kohly, C.O.O of Hindalco Industries Limited.

This is a good achievement which has been recognized by one of the most prestigious and important house like Hindalco Industries, Aditya Birla Group.

We congratulate to all members for achieving this and look forward for good efforts to continue for getting similar reorganization from other houses as well.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the co-operation extended by Banks, Financial Institutions, Securities and Exchange Board of India, Government authorities, Statutory authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

FOR & ON BEHALF OF THE BOARD

Sd/- Sd/- New Delhi Naveen Sawhney Devender Kumar Prashar August 14, 2014 (Managing Director) (Joint Managing Director) DIN: 00893704 DIN:00540057


Mar 31, 2013

To, Dear Members,

The Directors are pleased to present the Twenty Second Annual Report together with the Audited Statement of Accounts for financial year ended March 31, 2013.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars FY 2012-13 FY 2011-12

Gross Sales 42401.55 40311.06

Net Sales 38543.54 37680.74

Other Income 170.64 150.95

Total Income 38714.18 37831.69

Profit before Depreciation & Tax 1740.11 1420.51

Depreciation 840.04 677.50

Profit before Tax 900.07 743.01

Provision for Tax 291.99 206.70

Profit after Tax 608.08 536.31

Profit brought forward from previous year 3800.59 3271.29

Profit available for appropriations 4408.67 3807.60

Appropriations:_

Proposed Dividend (Preference Dividend) 16.00 6.03

Corporate Dividend Tax 2.72 0.98

Transferred to General Reserve - -

Profit carried forward 4389.95 3800.59

OPERATIONAL HIGHLIGHTS

During the year under review, your Company achieved a Turnover of Rs.38543.54 Lacs as compared to Rs. 37680.74 Lacs in the previous year. The Operational Profit, before making provision for interest and depreciation, amounted to Rs 3833.71 Lacs as against Rs.3562.15 Lacs in the previous year.

The Profit before tax during the year was Rs.900.07 Lacs.

Your Company has build up strong ongoing relationship with customers and has worked rigorously to deliver value-for-money to its customers. This performance has been achieved by focusing on continuous improvements in operational efficiency, customer service, higher sales, effective working capital management and cost effective initiatives.

NEWLY ADDED PRESTIGIOUS EXPORT/DOMESTIC CLIENTS

During the year under review, your Company added prestigious worldwide recognized client, Leighton Welspun Contractors. Leighton Welspun Contractors is a part of the $23 billion Australia-based Leighton Holdings. CORDS has bagged two orders totalling to over INR 80 million for the supply of instrumentation Cable towards Oil Exploration, and Power Generation and Distribution projects undertaken in Rajasthan, India.

Besides, your company bagged an export order valuing over U.S. $2.18 million from OTV International (subsidiary of Veolia Water Solutions & Technologies) its worldwide recognized French customer for supplies to the state of Kuwait. OTV International is a part of the €29.6 billion France based Veolia Environment. This order was for supply of a variety of Low-Voltage (LV) cables, including control, instrumentation and power cables, valuing over US. $2.18 million to OTV International under a supply and erection contact which OTV entered into with the Kuwaiti Ministry of Electricity and Water for a Desalination plant in the State of Kuwait.

RATING BY CARE

During the year under review, Credit Analysis & Research Ltd. (CARE) has re-assigned "CARE BBB" (Triple B) and "A3" (A Three) rating to the Long Term & Short Term Bank facilities of the Company in accordance with Basel II norms. Instruments with this rating would carry moderate credit risk. CARE has assigned this rating taking into account vast experience of CCIL''s promoters inI the Cable Industry, long track record of operations, established position in the Control and Instrumentation cables market.

DIVIDEND

The Board of Directors, after duly considering the requirement of funds for Working Capital and repayment of loan instalments, have not recommended equity dividend for the year under review in view to further strengthen the financial position of your Company.

CAPITAL STRUCTURE

The Authorised Capital of the Company is Rs. 15,60,00,000/- (Rupees Fifteen Crores Sixty Lacs Only) divided into 1,20,00,000 (One Crore Twenty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 3,60,000 (Three Lacs Sixty Thousand) Preference Share of Rs.100/- (Rupees Hundred) each.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms part of the Annual Report along with the Auditor''s Certificate on Compliance.

Certificate from M/s Gupta Gulshan & Associates, Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement has been obtained and is annexed at the end of Corporate Governance Report.

DIRECTORS

The Board constitutes of-

Mr. Naveen Sawhney, Mr D.K. Prashar- Executive Directors, and

Mr. O.P. Bhandari, Mr. N.K. Balasubramanian, Mr. Ajit Kumar Sahay - Non Executive Independent Directors.

Mr. Naveen Sawhney is the Managing Director and Mr. D.K. Prashar is the Joint Managing Director. Pursuant to Section 256 of the Companies Act, 1956, Mr. O.P. Bhandari is retiring by rotation and being eligible has offered himself for re-appointment. The Board recommends the name of Mr. O.P. Bhandari for reappointment as Director of the Company. Brief resume of the Director proposed to be reappointed, nature of his expertise in specific functional areas, name of companies in which he hold directorships and memberships/chairmanships of Board Committees, shareholding detail as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges are provided in the Report on Corporate Governance.

None of the Directors of the Company is disqualified from being appointed as Director under clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors report that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

2. They have selected such accounting policies and applied them consistently and 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 profit and loss account for the year under review;

3. They have taken proper and sufficient care 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;

4. They have prepared the Annual Accounts for the financial year ended March 31, 2013 on a going concern basis.

AUDITORS

M/s Sharma Goel & Co., Chartered Accountants, Auditors of the Company will retire at the conclusion of the ensuring AGM and are eligible for reappointment as per the certificate furnished by them under Section 224(1B) of the Companies Act, 1956

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company has given due attention towards conservation of energy. Our Energy Efficiency drive includes:-

All air conditioners, lights and computers are shut down after office hours (except at the time of work commitments).

There is an optimum ratio of glass windows to utilize natural daylight and proper insulation/ventilation to balance temperature and reduce heat.

Your Company supports the ''Green Initiative'' taken by the Ministry of Corporate Affairs ("MCA") and urges its shareholders to accept electronic delivery of documents as prescribed by Law and provide valuable support to the Company in conserving the environment by reducing impact of printing.

PARTICULARS OF EMPLOYEES

As per the limit prescribed in Companies (Particulars of Employees) Amendment Rules, 2011, none of our employee falls within that category. So, no information is required to be furnished under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

PUBLIC DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 58(A) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis is provided in a separate section and forms part of this Report.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Financial Institutions, Securities and Exchange Board of India, Government authorities, Statutory authorities, customers, vendors and shareholders of the Company and looks forward to a continued mutual support and co-operation.

FOR & ON BEHALF OF THE BOARD

Sd/- Sd/-

New Delhi Naveen Sawhney D.K. Prashar

August 14, 2013 (Managing Director) (Joint Managing Director)


Mar 31, 2012

The Directors are pleased to present the Twenty First Annual Report together with the Audited Statement of Accounts of financial year ended March 31, 2012.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars FY 2011-12 FY 2010-11

Gross Sales 40311.06 31117.50

Net Sales 37680.74 28961.07

Other Income 150.95 127.66

Total Income 37831.69 29088.73

Profit before Depreciation & Tax 1420.51 1222.88

Depreciation 677.50 434.19

Profit before Tax 743.01 788.69

Provision for Tax 206.70 251.57

Profit after Tax 536.31 537.12

Profit brought forward from previous year 3271.29 2734.17

Profit available for appropriations 3807.60 3271.29

Appropriations:

Proposed Dividend (Preference Dividend) 6.03 -

Corporate Dividend Tax 0.98 -

Profit carried forward 3800.59 3271.29

OPERATIONAL HIGHLIGHTS

During the year under review, your Company has registered strong growth. It achieved a turnover of Rs. 37680.74 Lacs as compared to Rs.28961.07 Lacs in the previous year, which is a jump of over 30%. The Operational Profit, before making provision for interest and depreciation, amounted to Rs. 3562 .15 Lacs as against Rs. 2504.93 Lacs in the previous year, surging thus by over 40%.

The Profit before tax during the year was Rs.743.01 Lacs.

The Company has build up strong ongoing relationships with its customers and has worked rigorously to deliver them specialized cables which are value-for-money at the same time. This performance has been achieved by focusing on continuous improvement in operational efficiency, customer service, quality, effective working capital management and employees' welfare initiative.

RECOGNITION

Your company was rated as world's 513th fastest growing company by US-based global business newspaper, 'International Business Times', in its list of world's 1000 fastest growing companies in January of 2012. (source: http://www.ibtimes.com/ibt1000/search/title/Cords Cable Industries, Ltd.)

NEWLY ADDED PRESTIGIOUS CLIENTS

During the year under review, the Company added several prestigious clients. Few of them have been mentioned here under:

The Company added in its customer profile prestigious worldwide recognized client, 'Veolia Water Solutions Oil & Gas', for a water treatment plant project at the Kingdom of Bahrain. Veolia Water Solutions Oil & Gas is the global division of Veolia Water Solutions & Technologies and is a part of the 155 year old French based 29,647 Million Veolia Environment. VWS Oil & Gas is dedicated to serving the oil and gas industry and supports developments onshore and offshore around the world.

Your Company also got an international approval for its main stream cable products—Instrumentation Cable, Control Cable, Signaling Cable, Thermocouple Cable, Communication Cable and LT Power Cable from its prestigious new customer Tatweer Petroleum, Kingdom of Bahrain.

This year the Company bagged its first order from Portugal's largest Electrical & Electromechanical Group - EFACEC Group. Under this initial order, Control and Instrumentation Cables valuing more then INR 70 Million shall be supplied by your Company towards a Power Plant project undertaken by EFACEC in India.

RATING BY CARE

During the year under review Credit Analysis & Research Ltd. (CARE) has re-assigned "CARE BBB " (Triple B Plus) and "A3 " (A Three Plus) rating to the Long Term & Short Term Bank facilities of the Company in accordance with Basel II norms. Instrument with this rating would carry moderate credit risk. CaRe has assigned this rating taking into account vast experience of CCIL's promoters in the Cable Industry, long track record of operations, established position in the Control and Instrumentation cables market, comfortable order book position and moderately favorable capital structure.

DIVIDEND

The Board of Directors after duly considering the requirement of funds for Working Capital and stabilization of its newly commissioned ultra modern cable expansion project at Kaharani have not recommended dividend for the year under review in view to further strengthen the financial position of your Company.

CAPITAL STRUCTURE

During the year under review Authorised Capital of the Company was increased from Rs. 12.00.00.000 (Rupees Twelve Crores) to Rs. 14,00,00,000 (Rupees Fourteen Crores) by addition of 2.00.000 (Two Lacs) Preference Shares of Rs. 100/- each. The Paid Capital of the Company is Rs.13,02,77,800/- (Rupees Thirteen Crores Two Lacs Seventy Seven Thousand and Eight Hundred only) divided into 1,14,27,780 (One Crore Fourteen lacs Twenty Seven Thousand Seven Hundred and Eighty) Equity Shares of Rs. 10/- and 1,60,000 (One Lac Sixty Thousand) Preference Shares of Rs. 100/- each.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms part of the Annual Report along with the Auditor's Certificate on Compliance.

DIRECTORS

During the year under review, Mr. Naveen Sawhney, Managing Director & Mr. D.K. Prashar, Joint Managing Director were reappointed as Managing Director and Joint Managing Director respectively of the Company for a period of five years with effect from July 01, 2011 to June 30, 2016.

The Board constitutes of-

Mr. Naveen Sawhney, Mr D.K. Prashar- Executive Directors, and

Mr. O.P. Bhandari, Mr. N.K. Balasubramanian, Mr. Ajit Kumar Sahay - Non Executive Independent Directors.

Pursuant to Section 256 of the Companies Act, 1956 Mr. Ajit Kumar Sahay is retiring by rotation and being eligible has offered himself for re-appointment. The Board recommends the name of Mr. Ajit Kumar Sahay for reappointment as Director of the Company. Brief resume of the Director proposed to be reappointed, nature of his expertise in specific functional areas, name of companies in which he hold directorships and memberships/chairmanships of Board Committees, shareholding detail as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges are provided in the Report on Corporate Governance.

None of the Directors of the Company is disqualified from being appointed as Director under clause

(g) of sub-section (1) of section 274 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors report that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

2. They have selected such accounting policies and applied them consistently and 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 profit and loss account for the year under review;

3. They have taken proper and sufficient care 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;

4. They have prepared the Annual Accounts for the financial year ended March 31, 2012 on a going concern basis.

AUDITORS

M/s Sharma Goel & Co., Chartered Accountants, Auditors of the Company will retire at the conclusion of the ensuring AGM and are eligible for reappointment as per the certificate furnished by them under Section 224(1B) of the Companies Act, 1956

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company has given due attention towards conservation of energy. Our Energy Efficiency drive includes:-

- All air conditioners, lights and computers are shut down after office hours (except at the time of work commitments.)

- There is an optimum ratio of glass windows to utilize natural daylight and proper insulation/ventilation to balance temperature and reduce heat.

- Your Company supports the 'Green Initiative' taken by the Ministry of Corporate Affairs ("MCA") and urges its shareholders to accept electronic delivery of documents as prescribed by Law and provide valuable support to the Company in conserving the environment by reducing impact of printing.

FOREIGN EXCHANGE EARNING AND OUTGO

(a) Activities relating to export, initiatives taken During the year under review, the Company's to increase exports, development of new products were exported mamty to Middle-East export markets for products and export countries. Company participated m Exhibitions, T iiiairvcio iui p.uv-iuvio a. iu Technical Seminars & Conferences in foreign plans countries for promotion of its products. Efforts continue to enlarge the geographical reach on export market in order to maximize foreign exchange inflow and every effort made to minimize the foreign exchange outflow.

PARTICULARS OF EMPLOYEES

As per the limit prescribed in Companies (Particulars of Employees) Amendment Rules, 2011 none of our employee falls within that category.

So, no Information is required to be furnished under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

PUBLIC DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 58(A) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis is provided in a separate section and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors also wish to place on record their appreciation for the continuous support received from the bankers, shareholders, customers, suppliers, various statutory bodies of the Government of India and the Company's employees at all levels.

FOR & ON BEHALF OF THE BOARD

Sd/-

New Delhi Naveen Sawhney

August 08, 2012 (Chairman)


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the Twentieth Annual Report together with the Audited Statement of Accounts of financial year ended March 31, 2011.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars FY 2010-11 FY 2009-10

Net Sales 28961.07 22083.42

Other Income 127.66 148.57

Total Income 29088.73 22231.99

Profit before Depreciation & Tax 1223.18 989.46

Depreciation 434.19 366.89

Profit before Tax 788.99 622.57

Provision for Tax 251.87 203.96

Profit after Tax 537.12 418.61

Profit brought forward from previous year 2734.17 2491.14

Profit available for appropriations 3271.29 2909.75

Appropriations:

Proposed Dividend - 114.28

Corporate Dividend Tax - 19.42

Transferred to General Reserve - 41.87

Profit carried forward 3271.29 2734.18

OPERATIONAL HIGHLIGHTS

This year your Company had several positive developments. The Company achieved a Turnover of Rs. 28961 Lacs as compared to Rs.22083 Lacs in the previous year. The Profit before tax during the year was Rs.788.99 Lacs showing more than 26% increase as that of previous year.

Your Company recently added Solar PV Cables to its portfolio as well as other recently marketed products including foundation fieldbus cables, fire survival cables, low temperature cables, EPR insulated cables and specialized cables for oil and gas.

This performance is attributed to your company’s dedicated, firm and planned approach towards tapping market potentials both local as well as international, setting up of upgraded and modernized facility at Kaharani so as to keep pace with the requirements of the market as well as maintain a team of highly dedicated professionals and task oriented executives to execute the plans in a phased manner and in the right direction.

COMMENCEMENT OF COMMERCIAL PRODUCTION

This year your Company commissioned its new ultra-modern cable manufacturing facility at Kaharani, Rajasthan. This new facility is spread over an area of approximately 68,360 square meters. With the commissioning of this new facility, the approximate installed capacity of the company now stands at 65,000 cable k.m., i.e., an expansion of about 35,000 cable k.m. of installed capacity. The new site has, as such, got an immense potential for even future expansions to service the increasing demand of products of the company.

The phenomenal growth of over 30% in revenues registered by the company in Financial Year 2010-2011 over the previous Financial Year is partly due to the substantial increase in its production capacity owing to the successful commissioning of its new facility.

RATING BY CARE

During the year under review Credit Analysis & Research Ltd. (CARE) has re-assigned “CARE BBB ” (Triple B Plus) and “PR3 ” (PR Three Plus) rating to the Long Term & Short Term Bank facilities of the Company in accordance with Basel II norms. Instruments with this rating would carry moderate credit risk. CARE has assigned this rating taking into account vast experience of CCIL's promoters in the Cable Industry, long track record of operations, established position in the Control and Instrumentation cables market, comfortable order book position and moderately favorable capital structure.

ISO 9001:2008

Your company’s newly commissioned cable manufacturing facility at Kaharani has recently bean accredited with ISO 9001:2008 certification.

ISO 9001 certification proves that the Company’s Quality Management System has been certified in line with the best practices standard and is found compliant. It provides a framework for focus on customer and product requirements, process performance and effectiveness with emphasis on continual improvement and objective measurement. It helps the Company to achieve consistency, improve internal processes, fulfill contractual obligations and gives a competitive advantage and increases customer confidence.

AGGRESSIVE COST CUTTING INITIATIVES :

In order to protect its projected cash-flows from the on-going upward volatility in the interest rates, your company has successfully converted an amount of Rs. 20 crore from a floating interest rate of 13.75% p.a. to a fixed rate of 10.50% p.a. (fixed @10.50% p.a. for the entire tenure of the loan). Now a substantial portion of your company’s long term financial commitments is on fixed interest terms basis. With this initiative, going forward, your company is expected to also save on to a substantial amount of interest outflow.

DIVIDEND

The Board of Directors after duly considering the requirement of funds for Working Capital and stabilization of its newly commissioned ultra modern cable expansion project at Kaharani have not recommended dividend for the year under review in view to further strengthen the financial position of your Company.

CAPITAL STRUCTURE

During the year under review there was no change in the capital structure of the Company. The Authorised Share Capital of the Company is Rs. 12,00,00,000 (Rupees Twelve Crores) divided into 1,20,00,000 (One Crore Twenty Lacs ) Equity Shares of Rs. 10/- each. The Paid Capital of the Company is Rs.11,42,77,800/- (Rupees Eleven Crores Forty Two Lacs Seventy Seven Thousand and Eight Hundred only) divided into 1,14,27,780 (One Crore Fourteen lacs Twenty Seven Thousand Seven Hundred and Eighty) Equity Shares of Rs. 10/- each.

UTILIZATION OF PUBLIC ISSUE PROCEEDS

Details of utilization of Public Issue Proceeds have been submitted in Note no.16 of Schedule No. 18(c) attached to the Annual Accounts.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms part of the Annual Report along with the Auditor's Certificate on Compliance.

DIRECTORS

During the year under review, Mr. A. K. Gangopadhyay, Non Executive Director has resigned w.e.f. August 13, 2010

Mr. Ajit Kumar Sahay has joined the Board as Non-Executive Director w.e.f. May 29, 2010. Mr. Sahay has extensive managerial experience of over four decades in both Public & Private Sectors, including about ten years as Director/CMD at Board Level.

The Board constitutes of-

Mr. Naveen Sawhney, Mr D.K. Prashar- Executive Directors, and Mr. O.P. Bhandari, Mr. N.K. Balasubramanian, Mr. Ajit Kumar Sahay - Non Executive Independent Directors.

Pursuant to Section 256 of the Companies Act, 1956 Mr. N. K. Balasubramanian and Mr. D. K. Prashar are retiring by rotation and being eligible have offered themselves for re-appointment. The Board recommends the name of Mr. N. K. Balasubramanian and Mr. D. K. Prashar for reappointment as Directors of the Company. Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, name of companies in which they hold directorships and memberships/chairmanships of Board Committees, shareholding detail as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges are provided in the Report on Corporate Governance.

None of the Directors of the Company is disqualified from being appointed as Director under clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors report that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

2. They have selected such accounting policies and applied them consistently and 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 profit and loss account for the year under review;

3. They have taken proper and sufficient care 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;

4. They have prepared the Annual Accounts for the financial year ended March 31, 2011 on a going concern basis.

AUDITORS

M/s. Sharma Goel & Co., Chartered Accountants, auditors of the Company will retire at the conclusion of the ensuring AGM and are eligible for reappointment as per the certificate furnished by them under Section 224(1B) of the Companies Act, 1956

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company has given due attention towards conservation of energy. It not only reduces the cost of production but also helps in conservation of natural resources which are depleting very fast. The Company is constantly looking for savings of energy and trying to conserve energy continuously by modifications or trying alternate means and continuously upgrading technology and works production. It makes continuous efforts to update itself, technically, and qualitatively applies new techniques in the manufacturing process so as to achieve a better product quality and technical reliability.

FOREIGN EXCHANGE EARNING AND OUTGO

(a) Activities relating to export, Company participated in initiatives taken to exhibitions in foreign increase exports, development countries for promotion of of new export markets for its products. Products as products and export plans per requirements of foreign markets were developed.

PARTICULARS OF EMPLOYEES

As per the limit prescribed in Companies (Particulars of Employees) Amendment Rules, 2011 none of our employee falls within that category.

So, no Information is required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

PUBLIC DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 58(A) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis is provided in a separate section and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record it's sincere thanks to their Bankers and Financial Institutions, all it's employees, customers, suppliers both locally as well as internationally and shareholders for their ongoing support and the trust they have put in the management of the Company and look forward for the same in future.

FOR & ON BEHALF OF THE BOARD

Sd /- Naveen Sawhney (Chairman)

New Delhi August 12, 2011


Mar 31, 2010

The Directors are pleased to present the Nineteenth Annual Report together with the Audited Statement of Accounts of financial year ended March 31st, 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars FY 2009-10 FY 2008-09

Net Sales 22083.42 22170.77 Other Income 148.57 109.02

Total Income 22231.99 22279.79

Profit before Depreciation & Tax 989.46 1397.55

Depreciation 366.89 286.20

Profit before Tax 622.57 1111.35

Provision for Tax 203.96 398.65

Profit after Tax 418.61 712.70

Profit brought forward from previous year 2491.14 1983.44

Profit available for appropriations 2909.75 2696.14

Appropriations: Proposed Dividend 114.28 114.28

Corporate Dividend Tax 19.42 19.42

Transferred to General Reserve 41.87 71.30

Profit carried forward 2734.18 2491.14

OPERATIONAL HIGHLIGHTS

The financial year 2009-10 was extremely challenging year for the entire cable industry. However, inspite of all challanges, our Company achieved a Turnover of Rs. 22083 Lacs. Though, owing to the external pressure on margins, there was a decline in profit before tax (PBT) during the year as compared to previous year as the operating margin were remain under pressure due to increase in interest cost and other inputs.

A detailed analysis and insight into the financial performance and operations of your Company for the year under review and future outlook, is appearing in the Management Discussion & Analysis which forms part of the Annual Report.

PROJECT UPDATES

In view of the past recessionary market conditions, the management decided to hold on to the project implementation for a while. However, since the turn around in the economy is already taking shape, the project implementation has been revived by the Company. In view of the above, after having achieved the financial closure, the Company has subsequently expedited the project implementation and has already achieved the advance stage in civil construction at its project site at Kahrani.

Consequently, the project is now expected to be commissioned in the second half of Financial Year 2010-2011.

RATING BY CARE

During the year under review, Credit Analysis & Research Ltd. (CARE) has assigned "CARE BBB+" (Triple B Plus) and "PR3+" (PR Three Plus) rating to the Long Term & Short Term Bank facilities of the Company in accordance with Basel II norms . Instrument with this rating is consider to carry moderate credit risk. CARE has assigned this rating taking into account vast experience of CCILs promoters in the Cable Industry, long track record of operations, established position in the Control and Instrumentation cables market, comfortable order book position and moderately favorable capital structure.

DIVIDEND

Your Directors are pleased to recommend Dividend at the rate of Re.1 per share for financial year 2009-10.

The Dividend, if approved, at the Annual General Meeting would involve an outflow of Rs.114.28 Lacs towards dividend and Rs.19.42 Lacs towards corporate dividend tax, resulting in a total outflow of Rs. 133.70 Lacs. The total outflow on dividend on Equity Shares of the Company for the year 2009-2010 would translate to 31.94% of the profits of the Company.

CAPITAL STRUCTURE

During the year under review there was no change in the capital structure of the Company. The Authorised Share Capital of the Company is Rs. 12,00,00,000/- (Rupees Twelve Crores) divided into 1,20,00,000 (One Crore Twenty Lacs ) Equity Shares of Rs. 10/- each. The Paid Capital of the Company is Rs.11,42,77,800/- (Rupees Eleven Crores Forty Two Lacs Seventy Seven Thousand and Eight Hundred only) divided into 1,14,27,780 (One Crore Fourteen lacs Twenty Seven Thousand Seven Hundred and Eighty) Equity Shares of Rs. 10/- each.

UTILIZATION OF PUBLIC ISSUE PROCEEDS

Details of utilization of Public Issue Proceeds have been submitted in Note no.15 & 16 of Schedule No. 18(c) attached to the Annual Accounts.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms part of the Annual Report along with the Auditors Certificate on

DIRECTORS

During the year under review, Mr. Rakesh Malhotra, Joint Managing Director has resigned from his Directorship w.e.f. September 19, 2009, Mr. A. K. Gangopadhyay, Non Executive Director has resigned w.e.f. August 13, 2010

Mr. Ajit Kumar Sahay has joined the Board w.e.f. May 29, 2010. Mr. Sahay has extensive managerial experience of over four decades in both Public as well as Private Sectors, including about ten years as Director/CMD at Board Level.

The Board constitutes of-

Mr. Naveen Sawhney, Mr D.K. Prashar- Executive Directors, and

Mr. O.P. Bhandari, Mr. N.K. Balasubramanian, Mr. Ajit Kumar Sahay - Non Executive Independent Directors.

Pursuant to Section 256 of the Companies Act, 1956 Mr. Naveen Sawhney and Mr. O.P. Bhandari are retiring by rotation and being eligible have offered themselves for re-appointment. The Board recommends the name of Mr. Naveen Sawhney and Mr. O.P. Bhandari for reappointment as Directors of the Company. Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, name of companies in which they hold directorships and memberships/chairmanships of Board Committees, shareholding detail as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges are provided in the Report on Corporate Governance.

None of the Directors of the Company is disqualified from being appointed as Director under clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors report that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

2. They have selected such accounting policies and applied them consistently and 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 profit and loss account for the year under review;

3. They have taken proper and sufficient care 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;

4. They have prepared the Annual Accounts for the financial year ended March 31, 2010 on a going concern basis.

AUDITORS

Members will be requested at the Annual General Meeting to appoint auditors for the Current year and pass resolutions as per Item No. 5 of the Notice.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company has given due attention towards conservation of energy. It not only reduces the cost of production but also helps in conservation of natural resources which are depleting very fast. The Company is constantly looking for savings of energy and trying to conserve energy continuously by modifications or trying alternate means and continuously upgrading technology and works production. It makes continuous efforts to update itself, technically, and qualitatively applies new techniques in the manufacturing process so as to achieve a better product quality and technical reliability.

FOREIGN EXCHANGE EARNING AND OUTGO

(Rs. in Lacs)

FY 2009-10 FY 2008-09

Foreign Exchange Earnings Rs. 4221.89 Rs.2821.02

Foreign Exchange Outgo Rs.1413.38 Rs.270.27

PARTICULARS OF EMPLOYEES

Information required to be furnished under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 is attached to the report.

PUBLIC DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 58(A) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis is provided in a separate section and forms part of this Report.

AWARDS & RECOGNITION

Ministry of Commerce & Industry has awarded the status of Export House to your Company for a period of 5 years.

ACKNOWLEDGEMENT

Your Directors wish to record their warm appreciation for the valuable co-operation and support received from all the customers and suppliers, various Financial Institutions, Banks, Central and State Government Bodies, Auditors and Legal Advisors for their continuous support. We would also like to express thanks to our Shareholders for their confidence and understanding.

Last but not the least, we wish to place on record our appreciation for the sincere services rendered by the employees and our officials at all levels.

FOR & ON BEHALF OF THE BOARD

Sd /- New Delhi Naveen Sawhney

August 13,2010 (Chairman)