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Directors Report of Emgee Cables And Communications Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 28th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31st, 2015.

1. FINANCIAL SUMMARY

The Company's financial performance for the year alongwith previous year's figures are given hereunder: (In Rs.)

Particulars F.Y. 2014-15 F.Y. 2013-14

Total Income 1,504,843,404 1,522,533,663

Total Expenditure 1,498,798,340 1,516,937,726

Profit before Depreciation and tax 12,764,425 10,461,116

Less: Depreciation 6,719,361 4,865,179

Profit before taxes 6,045,064 5,595,937

Less: Taxation 2,885,927 2,064,016

Deferred Tax (15,67,705) (316,225)

Profit after Taxes 4,726,842 3,848,146

Add: Balance in profit & loss A/c 29,662,562 25,814,416

Balance Carried to Balance Sheet 34,389,404 29,662,562

2. PERFORMANCE REVIEW

The company is mainly engaged in the business of manufacturing and trading of cables and wires. The net receipts from Operations during the year under review were Rs. 1,504,843,404/- as against Rs. 1,522,533,663/- in the previous year. The profit after tax is Rs. 4,726,842/- as against Rs. 3,848,146/- in the previous year. The Directors are hopeful about achieving better performance in future especially in view of internet and broadband penetration. The Company is now focusing more on export business and got approvals from large manufacturers in Europe. The Company has started new technology cables to compete the international as well as domestic markets.

3. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year ended 31st March, 2015, no entity became or ceased to be the subsidiary, joint venture or associate of the Company.

4. DIVIDEND

In view of the Directors consideration to conserve the profits for future expansion, your Directors do not recommend payment of any dividend for the year ended March 31,2015.

5. RESERVES

During the financial year 2014-15 the company has not proposed any amount to carry to the general reserve.

6. SHARE CAPITAL

There was no change in the Equity Share Capital of the Company during the financial year 2014-2015. As on 31st March 2015, the Authorised Share Capital of the Company is Rs. 5,00,00,000/- comprising of 50,00,000 equity shares of Rs. 10/-each out of which Subscribed & Paid - Up Capital of the Company is Rs.4,40,55,000/-.

7. MANAGEMENT AND BOARD OF DIRECTORS

Mr. Vimal Chand Surana (DIN-00092735) Non Executive-Independent Director He has resigned from the directorship of the Company w.e.f. 31.07.2014. The Board of Director's wish to place on record their sincere appreciation for contribution made by him, during his tenure as an Independent director of the Company.

Mr. Naresh Kumar Jain (DIN-02458204) was re-appointed as an Independent Director not liable to retire by rotation to hold office for a Term up to 31st March, 2019 in the 27th AGM held on 29.09.2014.

Mr. Arun Kumar Maheshwari (DIN-06794401) was appointed as an Additional director of the w.e.f. 31.07.2014 and re appointed as an Independent Director not liable to retire by rotation to hold office for a Term up to 31st March, 2019 in the 27th AGM held on 29.09.2014.

Mrs. Anuradha Choudhari (DIN-06794396) was appointed as an Additional Director on the Board of the Company w.e.f. 12.02.2015, and subject to the approval of the members at the 28th Annual General Meeting her appointment will be regularized as Non-Executive Director on the terms and conditions as mentioned in the resolution in the Notice of 28th AGM.

Mr. Abhinav Choudhari (DIN-03634672) Non-Executive Director of the company, who retires by rotation, had been re appointed at the 27th AGM of the company held on 29.09.2014 and He has been regularised as Chief Financial Officer of the Company w.e.f. 12.02.2015.

Mr. Hirachand Choudhari (DIN-00403806) Promoter & Non-Executive Director of the Company whose period is liable to retire by rotation pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, retires by rotation in the ensuing AGM and is not seeking re-appointment.

Mr. Narayn Modi (DIN-06930593) - The Company has received a Notice in writing alongwith the deposit of requisite amount from a member under the provisions of section 160 of the Companies Act, 2013, proposing the candidature of Mr. Narayan Modi for the office of Independent Director. He, has given his (i)consent in writing to act as Director in Form DIR- 2 pursuant to Rule 8 of Companies (Appointment & Disqualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of (Appointment & Disqualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub- section (2) of Section 164 of the Companies Act, 2013 and (iii) a declaration to the effect that he meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. He is eligible to be appointed as an Independent Director of the Company requires the approval of members at the ensuing AGM.

The relevant details of Director who are proposed to be appointed/re-appointed at the ensuing AGM are furnished as annexure to the Notice of 28th AGM.

8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Meetings of the Board are generally held at the Administrative Office of the Company at T-16, 3rd Floor, Alankar Plaza, Central Spine, Vidhyadhar, Jaipur (Rajasthan). During the financial year 2014-2015, the Board of Directors of the Company, met 17 (Seventeen) times on 01.04.2014, 21.04.2014, 25.04.2014, 30.04.2014, 14.05.2014, 30.05.2014, 24.06.2014, 25.07.2014, 31.07.2014, 05.08.2014, 01.09.2014, 29.10.2014, 31.10.2014, 02.12.2014, 30.12.2014, 12.02.2015 and 02.03.2015.

9. DECLARATION BY INDEPENDENT DIRECTOR

The Board of the Company consists of Six (6) directors out of which the Two(2) are Independent directors as per the requirement of the provision of section 149(6) of the Companies Act, 2013. The Independent Directors viz. Mr. Naresh Kumar Jain and Mr. Arun Kumar Maheshwari have affirmed that they continue to meet all the requirements specified under sub section (6) of section 149 of Companies Act, 2013 in respect of their position as an "Independent Director" of Emgee Cables and Communications Limited.

10. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

During the reporting financial year, a separate Meeting of the Independent Directors of the Company, was held on 02.03.2015, at the Administrative Office of the Company whereat the following items as enumerated under Schedule IV to the Companies Act, 2013 and clause 49 of the Listing Agreement were set out as the Agenda: a) Review of performance of Non-Independent Directors and the Board as a whole b) Review of performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors c) Assessment of the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

FORMAL ANNUAL EVALUATION

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is to be conducted on an annual basis and to satisfy the requirements of the Companies Act, 2013.

The following criteria assist in determining how effective the performances of the Directors/KMPs/Senior officials have been:

* Leadership & stewardship abilities;

* Contributing to clearly define corporate objectives & plans;

* Communication of expectations & concerns clearly with subordinates;

*obtain adequate, relevant & timely information from external sources;

* review & approval achievement of strategic and operational plans, objectives, budgets;

*regular monitoring of corporate results against projections ;

* identify, monitor & mitigate significant corporate risks ;

*assess policies, structures & procedures ;

*direct, monitor & evaluate KMPs, senior officials ;

* review management's succession plan ;

*effective meetings ;

* assuring appropriate board size, composition, independence, structure

*clearly defining roles & monitoring activities of committees;

* review of corporation's ethical conduct.

Evaluation on the aforesaid parameters was conducted by the Independent Directors for each of the Executive/Non- Independent Directors in a separate meeting of the Independent Directors.

The Board evaluated/assessed each of the Directors along with its own performance and that of the committees on the aforesaid parameters.

It was further acknowledged that every individual Member and Committee of the Board contribute its best in the overall growth of the organization.

11. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 01.04.2014, approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee.

The primary objective of the Policy is to provide a framework and set standards for the nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and officials comprising the senior management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management. The Nomination and Remuneration Policy is furnished in Annexure-1 and forms part of this report.

12. PARTICULARS OF EMPLOYEES

None of the Employee's of the Company were in receipt of the remuneration exceeding the limit prescribed under section 197 of the Companies Act, 2013 as amended , during the year under review.

* MANAGERIAL REMUNERATION

Details pursuant to section 197(12) of the Companies Act, 2013 read with the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as ANNEXURE - 2.

1) STATUTORY AUDITORS

M/s P.S.D. & Associates, Chartered Accountants, Jaipur (FRN: 004501C) the Statutory Auditors of the Company were appointed as Statutory Auditors of the Company pursuant to resolution passed by the shareholders at the 27th Annual General meeting held on 29.09.2014 for a term of three Financial years according to Section 139 and 142 of Companies Act, 2013. Their appointment is subject to ratification at the ensuing Annual General Meeting. They have confirmed their eligibility under the Act and that they are not disqualified.

Statutory Auditors' Report

The Auditor's Report is free from any qualification and self-explanatory.

2) COST AUDITORS

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder, M/s. Bikram Jain & Associates, Cost Accountants (FRN. 101610) were appointed as the cost auditors to conduct the audit of cost records of your company for the year ending 31 st March, 2015.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Bikram Jain & Associates, Cost Accountants have been re-appointed as cost auditors to conduct the audit of cost records of your company for the Financial Year 2015-16. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to cost auditors is being sought at the ensuing Annual General Meeting.

Cost Auditor's Report

The Audit Report of the cost accounts of the Company for the year ended March 31st, 2015, will be submitted to the Central Government in due course.

3) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s V. M. & Associates, Company Secretaries in Practice, Jaipur were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the financial year 2014-15.

The Board has re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as the Secretarial Auditors of the Company to carry out the secretarial audit for the financial year 2015-16.

Secretarial Audit Report

A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ANNEXURE - 3.

The Secretarial Audit report for the financial year ended 31 st March, 2015 is self explanatory.

As regards qualifications, we have to state that the laps occurred due to inadvertence. However we undertake that the same will not happen in future.

4) INTERNAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s Om Agarwal & Co. , Chartered Accountant , Jaipur were appointed as the Internal Auditor of the Company to carry out the Internal Audit for the financial year 2014-15.

The Board has re-appointed M/s Om Agarwal & Co. , Chartered Accountant , Jaipur as the Internal Auditor of the Company to carry out the secretarial audit for the financial year 2015-16.

Internal Audit Report

The Internal Audit report for the financial year ended 31 st March, 2015 is free from any qualification and self explanatory.

14. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company, comprises Three (3) Members, namely Shri Naresh Kumar Jain, Independent Non-Executive Director, Shri Hira Chand Choudhari, Non-Independent Non-Executive Director, and Shri Arun Kumar Maheshwari, Independent Non-Executive Director.

Shri Naresh Kumar Jain, an Independent Director, is the Chairman of the Audit Committee.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

TERMS OF REFERENCE OF AUDIT COMMITTEE:

The terms of reference of the Audit Committee inter alia include the following:

* the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

* review and monitor the auditor's independence and performance, and effectiveness of audit process;

* examination of the financial statement and the auditors' report

* approval or any subsequent modification of transactions of the Company with related parties;

* scrutiny of inter-corporate loans and investments;

* valuation of undertakings or assets of the Company, wherever it is necessary;

* evaluation of internal financial controls and risk management systems;

* monitoring the end use of funds raised through public offers and related matters.

VIGIL MECHANISM

The Company has established a Whistle Blower Policy of the Company, which also incorporates a Vigil Mechanism in terms of the Listing Agreement for Directors and employees commensurate to the size and the business of the company to promote ethical behaviour in all its business activities and to report concerns and unethical behavior, actual or suspected fraud or violation of our code of conduct and ethics. Under the said Mechanism, the employees are free to report violations of applicable laws and regulations and the Code of Conduct. It also provides for adequate safeguards against the victimization of persons who use such mechanism.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

15. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 forms part of the Board's Report and is annexed herewith as ANNEXURE - 4.

16. CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT

The Company has adopted a Code of Business Conduct and Ethics for its Directors & Senior Management Personnel of the Company. During the year all board members and senior management personnel have affirmed compliance with the respective Code of Conduct. The code is available on the website of the Company www.emgeecables.com

17. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of insider trading, the Company has formulated and implemented a comprehensive Code of fair Disclosures for Prevention of Insider Trading by its management and employees. The code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with shares of Emgee.

18. RISK MANAGEMENT POLICY

Emgee understands controlling risks through a formal programme is necessary for the well-being of the Company. To this end, the Board identifies the risks impacting the business and formulate strategies/ policies aimed at risk mitigation as part of risk management.

During the year, the Board of Directors, in its meeting held on 01.04.2014 has also adopted a formal Risk Management policy for the Company, whereby, risks are broadly categorized into Liquidity Risk, Funding Risk, Time Risk, Call Risk & Interest Rate Risk. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to business objectives.

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

The Company remains committed to ensure an effective internal control that provides assurance on the efficiency of operations and security of assets. Your Company's well-established and robust internal audit processes, both at business and corporate levels, continuously monitor the effectiveness of the internal control environment across the Company and the status of compliance with operating systems, internal policies and regulatory requirements. The Finance Department of the Company is well staffed with experienced and qualified personnel who will play an important role in implementing and monitoring the internal control environment and compliance with statutory requirements.

In the opinion of the Board, The existing internal control framework is adequate and commensurate to the Size and nature of the business of the Company.

The Audit Committee reviews adherence to internal control systems and internal audit reports.

20. FIXED DEPOSITS

In the beginning of the Financial Year 2014-15, there were no deposits lying with the company and further it is clarified that no money have been received which fall under the category of Deposits during the Financial Year 2014-15.

21. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S 186

During the financial year under review, there were no loans/guarantee given and/or security provided, neither any investments were made by the Company.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered during the financial year are done in the ordinary course of business and on arm's length basis. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC-2. Annexure -5 to this report.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

24. HUMAN RESOURCES

The Company recognizes the importance of Human Resource Management in realizing its growth ambitions and believes in nurturing talent within the organization to take up leadership positions. The Company believes that the development of employees is one of the most important enablers for an organization. This is being done at both individual and team levels. Sustained development of its employees, professional and personal, is the hallmark of its human resource policies. The Company is giving emphasis to upgrade the skills of its human resources in context of its new ventures in Knowledge Industry. This is in keeping with its policy of enhancing the individual's growth potential within the framework of corporate goals.

25. ENVIRONMENT & HEALTH AND SAFETY

Emgee is committed to protecting the health and safety of everyone involved in its operations as it is committed to protecting the sustainability of the environment in which it operates. We have worked hard to put in place management systems; controls; objectives and targets; strategies; and training that uphold and honour national and international codes and standards on health, safety and environment. Whether it is policies that inculcate safe behaviour as a personal value in all our stakeholders or that prevent accidents, we have put in place mandatory compliances for all employees and contractors while on business at our sites.

Fostering a preemptive safety culture across all our assets and facilities, we also ensure energy conservation facilities at plant location. We have rain water harvesting locations including our Administrative office to maintain the balance of natural resource like water.

Your Company also provides life insurance cover, personal accident cover and robust medical and health policies to employees, workers, and channel partners against any unfortunate incident.

We strongly believe that those on the shop floor who actually execute a task are the best to judge the parameters involved for safety and welfare.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information on conservation of energy, technology, absorption, foreign exchange earnings and outgo pursuant to section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 is given in Annexure -6 to this report.

28. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

b) the directors 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 of the profit and loss of the company for that period;

c) the directors have 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 have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and;

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. LISTING OF SHARES

Your company's shares are listed at:

1. BSE Ltd.

2. The Calcutta Stock Exchange Ltd.

3. Ahmedabad Stock Exchange Ltd.

And the listing fees to BSE Ltd. for the year 2015-16 had been duly paid.

Note: Jaipur Stock Exchange Limited ("JSEL") & Madras Stock Exchange Limited ("MSE") has been granted Exit by SEBI vide Orders dated March 23, 2015 & May 14, 2015 respectively.

Ahmedabad Stock Exchange Ltd. is in process of de-recognisation vide Exit Circular issued by Securities and Exchange Board of India (SEBI).

30. APPOINTMENT OF NEW RTA (REGISTRAR & TRANSFER AGENT ) OF THE COMPANY :

During the year, the Board of Directors consented to appoint MCS Share Transfer Agent Limited, having its registered office at 12/1/15 Manohar Purkur Road, Kolkata 700026, as the new RTA (Registrars & Share Transfer Agents) of the Company in place of MCS Limited, Company's existing RTA.

All operations and services shall be handled by the MCS Share Transfer Agent Limited having Branch office at Delhi. The complete address for communication with the new RTA is given below.

M/s MCS Share Transfer Agent Limited

F-65, 1st Floor, Okhla Industrial Area, Phase - I New Delhi - 110 020 Telephone No.: 011 - 41406149-52 Fax No. :011-41709881 Email id: admin@mcsregistrars.com

31. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Local Authorities, Client, Vendors, Advisors, Consultants, Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the our Company.

To them goes the credit for the Company's achievement and to you, our shareholders we are deeply grateful for the confidence and the faith that you have always reposed in us.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

JAIPUR MAY 30 2015 (SHRIPAL CHOUDHARI) (ABHINAV CHOUDHARI) JAIPUR MAY 30 2015 MANAGING DIRECTOR & CEO DIRECTOR DIN: 00403872 DIN: 03634672


Mar 31, 2014

The Members,

Emgee Cables and Communications Limited

The Directors have pleasure in presenting their 27th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS :

Particulars Year ended Year ended on 31.03.2014 on 31.03.2013 (Rs.) (Rs.)

Total Income 1522533663 1500693703

Total Expenditure 1516937726 1498551577

Profit before Depreciation and Tax 10461116 6734716

Less: Depreciation 4865179 4592590

Profit before taxes 5595937 2142126

Less: Taxation 2064016 1160622

Deferred Tax (316225) 457344

Profit after Taxes 3848146 524160

Add: Balance in profit & loss A/c 25814416 25290256

Balance Carried to Balance Sheet 29662562 25814416

OPERATIONS :

The Directors are hopeful about achieving better performance in future especially in view of internet and broadband penetration. The Company now focusing more on export business and planning to introduce new technology cables to compete the international market.

DIVIDEND

In view of the directors consideration to conserve the profits for future expansion, your Director''s do not recommend payment of any dividend for the year ended March 31, 2014.

BOARD OF DIRECTORS

During the year under review, Shri Vimal Chand Surana has resigned from the direstorship of the Company w.e.f. 31.07.2014. The board of directors wishes to place on record their sincere appreciation for contribution made by him, during his tenure as an Independent director of the Company.

In accordance with the provisions of Articles of Association of the Company, Shri Abhinav Choudhari, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

It is also proposed to appoint Mr. Naresh Kumar Jain (DIN : 02458204) and Mr. Arun Kumar Maheshwari (DIN: 06794401), as Independent Directors of the Company to hold office for a term up to 31st March, 2019.

FIXED DEPOSITS

The Company has not accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS AND AUDITORS'' REPORT

M/s PSD & Associates, Chartered Accountants, Jaipur the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The company had received a letter from M/s P.S.D. & Associates, Chartered Accountants, Jaipur to the effect that their re-appointment, if made, would be withi the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. They are sought to be re- appointed for 3 (three) Financial Years.

The qualifications/observations of the auditors are self-explanatory and have been explained/ clarified wherever necessary in appropriate notes to Accounts.

COMPLIANCE CERTIFICATE

As per the requirement of section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of the Compliance Certificate is annexed to this report.

PARTICULARS OF EMPLOYEES

None of the Employee''s of the company were in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 as amended, during the year under review.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EX- CHANGE EARNING AND OUTGO

A. CONSERVATION OF ENERGY

The basic engineering design of the plant is based on optimum consumption and provision has been made to conserve energy to the maximum possible extent which would reduce the liability on energy bills. The requisite information with regard to conservation of energy in terms of the Companies (Disclosure of Particulars in report of Board of Directors) Rules, 1988 is set out in separate statements attached hereto and forms part hereof.

B. TECHNOLOGY ABSORPTION

i) RESEARCH AND DEVELOPMENT

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

Improvement and up gradation in quality, productivity and process efficiency, Development of new applications for utilization of our products and development of new products.

2. Benefits derived as result of the above R&D ;

Improvement in quality of products, production efficiency and wider application of products manufactured by the Company.

A. R&D Expenditure :

a) Capital : NIL

b) Recurring expenditure : NIL

B. Future plan of action :

Improvement in quality of products and processes, production, efficiency, better product mix, reduction in power and fuel consumption and wider application of the products manufactured by the Company.

ii) TECHNOLOGY ABSORPTION, ADAPTATION AND INTIMATION

For the Company''s existing product line there is no technical collaboration. Efforts are made for technology absorption.

The Company always takes initiative for technology absorption which includes participation in various programmes relating to technological issues, discussions with various experts in this regard.

C. FOREIGN EXCHANGE EARNING AND OUTGO

FOB value of goods exported Rs. 30652965 (USD 459889.26)

Expenditure in foreign currency Rs. NIL

CORPOR ATF GOVFRNANCF

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the Listing Agreements with all the Stock Exchanges where the Company''s securities are listed. It has always been a constant endeavour of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. The Com- pany believes that the practice of each of the principles of Corporate Governance creates the right corporate culture that fulfills the true purpose of Corporate Governance. A separate section on Corporate Governance along with a certificate from M/s V.M. & Associates, Company Secretaries, Jaipur, certifying compliance of stipulations of Clause 49 of listing agreements with the stock exchanges with regard to the Corporate Governance code is present elsewhere.

SECRETARIAT. AUDITOR:

As per section 204 of Companies Act 2013, every listed company is required to annex with its Boards report, a Secrtarial Audit Report which shall be issued from the financial year 2014-15 onwards which is to be given by a Company Secretary in practice.

The directors are pleased to confirm the appointment of M/s V.M. & Associates, Company Secretaries, Jaipur as Secretarial Auditor of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the industrial structure, development, opportunities, threats, review of operational performance and risks, as required under the Listing Agreement with stock exchanges, forms part of this report and is annexed herewith.

DIRECTOR''S RESPONSIBILITY STATEMENTS:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirmed that:

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company for the financial year ended 31st March 2014 and of profit of the Company for that year;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability 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) they have prepared the Annual Accounts on a ''going concern'' basis.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Local Authorities, Client, Vendors, Advisors, Consultants, Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the our Company.

To them goes the credit for the Company''s achievement and to you, our shareholders we are deeply grateful for the confidence and the faith that you have always reposed in us.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

DATE : 30.05.2014 (SHRIPAL H. CHOUDHARI) (ABHINAV CHOUDHARI) PLACE: JAIPUR MANAGING DIRECTOR DIRECTOR DIN : 00403872 DIN : 03634672


Mar 31, 2012

To,The Members OF Emgee Cables and Communication Limited

The Directors have pleasure in presenting their 25th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

Particulars Year ended on 31-03-2012 Year ended on 31-03-2011 (Rs-) (Rs.)

Total Income 1,522,547,557 1,409,203,225

Total Expenditure 1,512,580,112 1,398,256,406

Profit before Depreciation and tax 14,378,093 15,318,722

Less: Depreciation 4,410,648 4,371,903

Profit before taxes 9,967,445 10,946,819

Less: Taxation -1,210,137 23,694

_Provision for Taxation 3,260,317 3,522,584

Profit after Taxes 7,917,265 7,400,541

Add: Balance in profit & loss A/c 17,372,991 9,972,452

Balance Carried to Balance Sheet 25,290,256 17,372,991

OPERATIONS

The Directors are hopeful about achieving better performance in future especially in view of internet and broadband penetration.

DIVIDEND

In view of the Directors consideration to conserve the profits for future expansion, your Directors do not recommend payment of any dividend for the year ended March 31, 2012.

BOARD OF DIRECTORS

In accordance with the provisions of Articles of Association of the Company, Shri Hira Chand Choudhari, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Abhinav Choudhari who was appointed as an additional Director w.e.f. 19th October, 2011. The Board received a notice u/s 257 of the Companies Act, 1956 from a member proposing the candidature of Mr. Abhinav Choudhari as a Director. In view of this the Board recommends his appointment as a Promoter Non Executive Director of the Company, liable to retire by rotation.

The Details are furnished in Explanatory Statement annexed to the Notice calling AGM.

Mr. Mahipal Choudhari ceased to be associated with the company w.e.f. 19th October, 2011.

The Company is thankful and greatful for his contribution. rexeo peposrrs

The Company has not invited or accepted any fixed deposit from the public during the year under review.

During the year under review, your Company has not invited any fixed deposit from the public in the terms of the provision of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS AND AUDITORS' REPORT

M/s PSD & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received the necessary certificate from the Statutory Auditors pursuant to section 224 (IB) of the Companies Act, 1956, regarding their eligibility for appointment. Accordingly, approval of members is being sought at the forthcoming Annual General Meeting. The notes on accounts referred to in the Auditors Report are self explanatory.

COMPLIANCE CERTIFICATE

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s. V.

M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of the Compliance Certificate is annexed to this report.

Further, it is proposed to appoint, M/s V. M. & Associates, Company Secretaries in Whole- time Practice, for issuance of Compliance Certificate under section 383A of the Companies Act, 1956, for the financial year 2012-13.

PARTICULARS OF EMPLOYEES

None of the Employee's of the Company were in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 as amended, during the year under review.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A. CONSERVATION OF ENERGY

The basic engineering design of the plant is based on optimum consumption and provision has been made to conserve energy to the maximum possible extent which ' would reduce the liability on energy bills. The requisite information with regard to conservation of energy in terms of the Companies (Disclosure of Particulars in report of Board of Directors) Rules, 1988 is set out in separate statements attached hereto and forms part hereof. .

B. TECHNOLOGY ABSORPTION

i) RESEARCH AND DEVELOPMENT

1. Specific areas in which R&D carried out bv the Company :

Improvement and up gradation in quality, productivity and process efficiency, development of new applications for utilization of our products and development of new products.

2. Benefits derived as result of the above R&D:

Improvement in quality of products, production efficiency and wider application of products manufactured by the Company.

A. R&D Expenditure:

a) Capital : NIL

b) Recurring expenditure : NIL

B Future plan of action:

Improvement in quality of products and processes, production, efficiency, better product mix, reduction in power and fuel consumption and wider application of the products manufactured by the Company.

ii) TECHNOLOGY ABSORPTION, ADAPTATION AND INTIMATION

For the Company's existing product line there is no technical collaboration. Efforts are made for technology absorption.

The Company always takes initiative for technology absorption which includes participation in various programmes relating to. technological issues, discussions with various experts in this regard.

C. FOREIGN EXCHANGE EARNING AND OUTGO

Value of Import of raw-material on CIF Basis Rs. Nil Expenditure in foreign currency Rs. Nil

CORPORATE GOVERNANCE

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the Listing Agreements with all the Stock Exchanges where the Company's securities are listed. It has always been a constant endeavour of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. The Company believes that the practice of each of the principles of Corporate Governance creates the right corporate culture that fulfills the true purpose of Corporate Governance. A separate section on Corporate Governance along with a certificate from M/s V. M. & Associates, Company Secretaries, Jaipur, certifying compliance of stipulations of Clause 49 of listing agreements with the stock exchanges with regard to the Corporate Governance Code is present elsewhere.

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges is annexed and forms part of the Director's Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ip that the Directors have selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for that period;

(iii)that the Directors 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 the preventing and detecting fraud and other irregularities;

(iv)the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern basis.'

LISTING OF SHARES

Your company's shares are listed at:

1. Bombay Stock Exchange Ltd.

2. The Calcutta Stock Exchange Ass. Ltd.

3. Jaipur Stock Exchange Ltd.

4. Madras Stock Exchange Ltd.

5. Ahmedabad Stock Exchange Ltd.

And the listing fees to BSE Ltd. for the year 2012-13 had been duly paid.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of insider trading, the Company has formulated and implemented a comprehensive Code of Conduct for Prevention of

Insider Trading by its management and employees. The code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with shares of EMGEE. ACKNOWLEDGEMENT

The Directors would like to express their deep gratitude and appreciation to the various customers and business associates of the Company for their support and confidence in the Company and the services provided by it without which the continuing progress of the Company would not have been possible. They also wish to recognize and commend the dedication and commitment of the employees. BY ORDER OF THE BOARD

DATE: 24.08.2012 SHRIPAL H. CHOUDHARI

PLACE: JAIPUR MANAGING DIRECTOR


Mar 31, 2009

The Directors have pleasure in presenting their 22nd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2009.

FINANCIAL RESULTS : Year ended Year ended on 31.03.2009 on 31.03.2008 (Rs.) (Rs.)

Total Income 841444635 677784240

Total Expenditure 828951852 670440867

Profit before depreciation and Tax 12492783 7343373

Less : Depreciation 4136670 3633852

Profit before taxes 8356113 3709521

Less : Taxation 7713157 161408

Profit after Taxes 642956 3548113

Add : Balance in profit & loss A/c 2523573 (1024540)

Balance Carried to Balance Sheet 3166529 2523573

OPERATIONS :

The Company has achieved tremendous performance during the year ended on March 31, 2009. Net Sales increased from Rs. 661733304 to Rs. 878390224 registering growth over 32.74% (approx.). The Profit before Depreciation & Taxation increased from Rs. 670440867 to Rs. 828951852, increase of over 23.64% (approx.) in comparison to previous year.

The Directors are hopeful to achieve better performance in future especially in view of internet and broadband penetration.

DIVIDEND

In view of the directors consideration to conserve the profits for future expansion, your Directors do not recommend payment of any dividend for the year ended March 31, 2009.

BOARD OF DIRECTORS

In accordance with the provisions of Articles of Association of the Company, Shri Hirachand Choudnari, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

In accordance with the provisions of Articles of Association of the Company, Shri JitendraMehta, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for rc-appointment.

Also in accordance with the provisions of Articles of Association of the company Shri Shripal Choudhari whose term of appointment as managing expires on 31sl May, 2009 being eligible is being reappointed as Managing Director of the Company.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

AUDITORS AND AUDITORS REPORT

M/s PSD & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The company has received the necessary certificate from the Statutory Auditors pursuant to section 224(1B) of the Companies Act, 1956 regarding their eligibility for appointment. Accordingly, approval of members is being sought at the forthcoming Annual General meeting. The notes on accounts referred to in the Auditors Report are self explanatory except :-

1. Non provision of Gratuity and Leave Encashment (Amount Unascertained) as required by the Accounting standard AS-15, "Accounting for retirement benefits in the financial statement of employer" issued by ICAI. Your directors wants to say that the company has initiated for acturial valuation.

3. Non provision for Bad and Doubtful debts and advances having outstanding balances since long time. (Rs. 2.78 Lacs previous year Rs. 24.82 Lacs) Your directors want to clarify that your company is making all efforts to recover these payments and balances and confident that the company will recover outstanding balances very soon.

PARTICULARS OF EMPLOYEES

None of the Employees of the company was in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 as amended, during the year under review.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

A. CONSERVATION OF ENERGY

The basic engineering design of the plant is based on optimum consumption and provision has been made to conserve energy to the maximum possible extent which would reduce the liability on energy bills. The requisite information with regard to conservation of energy in terms of the Companies (Disclosure of Particulars in report of Board of Directors) Rules, 1988 is set out in separate statements attached hereto and forms part hereof.

B. TECHNOLOGY ABSORPTION

i) RESEARCH AND DEVELOPMENT

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

Improvement and up gradation in quality, productivity and process efficiency, Development of new applications for utilization of our products and development of new products.

2. Benefits derived as a result of the above R&D :

Improvement in quality of products, production efficiency and wider application of products manufactured by the Company.

a. R&D Expenditure :

a) Capital NIL

b) Recurring expenditure : NIL

b. Future plan of action :

Improvement in quality of products and processes, production, efficiency, better product mix, reduction in power and fuel consumption and wider application of the products manufactured by the Company.

ii) TECHNOLOGY ABSORPTION, ADAPTATION AND INTIMATION

For the Companys existing product line there is no technical collaboration. Efforts are made for technology absorption.

The Company always takes initiative for technology absorption which includes participation in various programmes relating to technological issues, discussions with various experts in this regard.

C. FOREIGN EXCHANGE EARNING AND OUTGO

Value of Import of raw-material on CIF Basis Rs. 1908380

Expenditure in foreign currency NIL

CORPORATE GOVERNANCE

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the Listing Agreements with all the Stock Exchanges where the Companys securities are listed. It has always been a constant endeavour of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. A separate section on Corporate Governance along with a certificate from M/s V.M. & Associates, Company Secretaries, Jaipur, certifying compliance of stipulations of Clause 49 of listing agreements with the stock exchanges with regard to the Corporate Governance code is present elsewhere.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges is annexed and forms part of the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENTS :

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

2. They have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company as at March 31, 2009 and of Profit for the year ended March 31, 2009.

3. They have taken proper & 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 on a going concern basis.

5. All the Board Members and Senior Management Personnel have affirmed compliance with the stipulated code of conduct.

APPRECIATION

The Directors would like to express their thanks to the various customers and business associates of the Company for their support and confidence in the Company and the services provided by it. They also wish to recognize and commend the dedication and commitment of the employees.

FOR AND ON BEHALF OF THE BOARD FOR EMGEE CABLES AND COMMUNICATIONS LTD. Date : 31.07.2009 (SHRIPAL H. CHOUDHARI) (MAHIPAL H. CHOUDHARI) Place : Jaipur MANAGING DIRECTOR DIRECTOR

 
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