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Directors Report of KEI Industries Ltd.

Mar 31, 2016

The Directors have pleasure in presenting their 24th Annual Report, together with the Audited Annual Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2016.

FINANCIAL SUMMARY

The Company''s financial performance for the year ended March 31, 2016 along with previous year''s figures are summarized below:

(Rs, in Millions)

Consolidated Standalone

Particulars

Year ended Year ended Year ended Year ended

March 31, March 31, March 31, March 31, 2016 2015 2016 2015

Revenue from Operations (Gross) 25,261.97 21,744.73 25,033.63 21,733.05 and Other Income

Profit before Finance Costs, Depreciation 2,476.04 and Amortization Expenses and Tax 2,483.35 1,960.86 1,952.54 Expenses

Less: Finance Cost 1,271.56 1,212.33 1,269.74 1,203.98

Less: Depreciation and Amortization 252.86 253.30 245.85 245.85 Expenses

Profit before Exceptional Items 953.44 958.49 502.71 502.71 and Tax

Add: Exceptional Item-Keyman Insurance 0.00 0.00 26.09 26.09 on Maturity

Profit before Tax 958.49 528.80 953.44 528.80

Tax Expenses

-Current Tax 204.34* 205.91* 111.33 111.33

(*Net of MAT Credit Entitlement) -Deferred tax 127.08 75.01 127.08 75.01

Short/(Excess) Provision- Earlier Years 0.00* (0.04) 0.00* (0.04)

(*Rs 3,739)

Profit for the Year 625.50 342.50 622.02 342.50

Add: Balance brought forward from 2,128.56 2,128.56 1,823.24 1,823.24

last year''s account Amount available for Appropriations 2,754.06 2,165.74 2,750.58 2,165.74

Appropriations:

Proposed Dividend on Equity Shares 38.62 30.89 38.62 30.89

Dividend Distribution Tax on Proposed 7.86 7.86 6.29 6.29

Dividend

REVIEW OF BUSINESS OPERATIONS ON STANDALONE BASIS

During the year, your Company''s turnover increased to Rs, 24,980.15 millions as against Rs, 21,709.22 millions in FY 2014-15 showing a strong growth of 15.07%. During the year under review, turnover from Cables stood at Rs, 15,203.48 million as compared to Rs, 14,079.82 millions in FY 2014-15, showing a growth of 7.98% and Stainless Steel Wire Products contributed a turnover of Rs, 1,003.76 million as compared to Rs, 1,133.31 millions in FY 2014-15. Winding Wires, Flexible & House Wires contributed a turnover of Rs, 4,058.23 million as compared to Rs, 3,365.81 millions in FY 2014-15, showing a growth of 20.57% and Income from Turnkey Projects also had a great contribution in the total turnover of the Company showing a growth of 52.01 % i.e. from Rs, 2,983.62 millions in FY 2014-15 to Rs, 4,535.37 millions in FY 2015-16. During the year under review, Profit before Tax stood at Rs, 953.44 million as compared to Rs, 528.80 millions in the preceding year and Net Profit stood at Rs, 622.02 million as compared to Rs, 342.50 millions in the preceding year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year, Company has incorporated a wholly owned subsidiary in Australia under the name "KEI Cables Australia Pty Ltd" (w.e.f. 14.12.2015). Further, Company has one Joint Venture under the name of Joint Venture of M/s KEI Industries Ltd. New Delhi & M/s Brugg Kabel AG, Switzerland (JV). This JV is a jointly controlled entity within the meaning of Accounting Standard - 27 on "Financial Reporting of Interests in Joint Ventures". This JV is in form of an Association of Persons (AOP) and the Company is having 100% share in Profit/Loss in this AOP. No share capital is invested in the Joint Venture by the respective members of JV.

Further, a separate report on the performance and financial position of the subsidiary and joint venture is included in the consolidated financial statements pursuant to Section 129 (3) of the Companies Act, 2013 in AOC-1 and is annexed to financial statements in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are in accordance with the Companies Act, 2013, relevant Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Accounting Standard-21 on Consolidated Financial Statements (AS-21) and form part of the Annual Report.

RESERVES

During the year, the Board of Directors of your Company has decided not to transfer any amount to the reserves and decided to retain all the profits under surplus account.

DIVIDEND & APPROPRIATIONS

Your Directors are pleased to recommend a dividend of Rs, 0.50/- per equity share (i.e. @ 25%) on the Equity Shares of face value of Rs, 2/- each for the Financial Year ended March 31, 2016, subject to the approval of shareholders at the ensuing Annual General Meeting which would result in appropriation of Rs, 46.48 million (including Corporate Dividend Tax of Rs, 7.86 millions) out of profits of the Company. The dividend if approved by the members at the forthcoming Annual General Meeting, will be paid to:

- Those equity shareholders whose names will appear in the register of members on September 06, 2016 and

- In respect of shares held in dematerialized form, to those shareholders whose names will be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as beneficial owners on cut-off date i.e. August 30, 2016.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of financial year to which this financial statements relates and the date of this Report.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

RATING BY EXTERNAL RATING AGENCIES

(A) BANK FACILITIES RATING BY ICRA:

ICRA Limited has assigned [ICRA] A- (pronounced ICRA A minus) rating to the Long Term Bank Facilities availed by the Company vide its letter dated 08 July, 2016. This rating is applicable to facilities having tenure of more than one year. Facilities / Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such facilities / instruments carry low credit risk.

Further, ICRA Limited has assigned [ICRA] A2 (pronounced ICRA A two plus) rating to the Short Term Bank Facilities availed by the Company vide its letter dated 08 July, 2016. This rating is applicable to facilities having tenure up to one year. Facilities / Instruments with this rating are considered to have strong degree of safety regarding timely payment / servicing of financial obligations. Such facilities / instruments carry low credit risk.

(B) CORPORATE GOVERNANCE RATING BY CARE:

Credit Analysis & Research Limited (CARE) has re-affirmed its rating "CARE CGR-3" to the Corporate Governance practices of the Company vide its letter dated 07 April, 2016.

The Corporate Governance rating of KEI Industries Limited (KEI) continues to reflect the overall compliance by the Company with statutory requirements, satisfactory Board composition and performance monitoring by the management, clearly identifiable ownership pattern with well-defend organization structure, adequate Management Information System (MIS) within the Company and prudent disclosures to shareholders. The rating also factors in the scope for improvement in the level of strategic oversight by the Board to further strengthen the risk mitigation policies and steer the Company to improve its financial performance.

(C) FIXED DEPOSIT RATING BY CARE:

Credit Analysis & Research Ltd. (CARE) has upgraded / revised the rating assigned to the Medium Term Instrument i.e. Fixed Deposits Scheme of the Company from ''CARE BBB (FD)'' [Triple B (Fixed Deposit)] to ''CARE BBB (FD)'' [Triple B Plus (Fixed Deposit)] vide its letter dated 01 July, 2015.

UNPAID/UNCLAIMED DIVIDEND

Pursuant to the circular issued by Ministry of Corporate Affairs (MCA) with respect to Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with the Companies) Rules, 2012 vide G.S.R. 342 (E) dated May 10, 2012, your Company has uploaded on its website www.kei-ind.com under Investor Relation Section as well as on the Ministry''s website the information regarding Unpaid/Unclaimed Dividend amount lying with the Company as on 16th September, 2015 (date of last Annual General Meeting).

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, your Company has transferred unclaimed/unpaid dividend in respect of financial year 2007-08 to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to the provisions of Section 205A of the Companies Act, 1956.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a) Composition:

i) During the year under review, no change has occurred in the total strength of Board of Directors of the Company. The Company has 7 Directors with an Executive Chairman. Of the 7 Directors, 2 are Executive Directors and 5 are Non-Executive Directors including one Woman Director and 4 Independent Directors. The Composition of the Board is in conformity with the provisions of the Companies Act, 2013 and relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

ii) None of the Director on the Board is a Director in more than 10 Public Companies or a member of more than 10 Committees or a Chairman of more than 5 Committees across all Listed Companies in which he/she is a Director. Necessary disclosures regarding Committee positions in other Public Limited Companies as on 31st March, 2016 have been made by all the Directors of the Company.

iii) None of the Whole-Time Key Managerial Personnel (KMP) of the Company is holding office in any other Company as a Key Managerial Personnel.

iv) Further, none of the Directors / KMP of the Company is disqualified under any of the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) Change in Director(s) and Key Managerial Personnel:

a. As per Section 152 of the Companies Act, 2013 and other applicable provisions of the Act, Mrs. Archana Gupta (holding DIN:00006459), Director of the Company, who retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

b. Further, based on the recommendation of the Nomination and Remuneration Committee held on 30th April, 2016, the Board of Directors of the Company in its Meeting held on 21st May, 2016 has re-appointed Mr. Anil Gupta (DIN: 00006422) as Chairman-cum-Managing Director of the Company for a further term of 3 (Three) years w.e.f. 1st July, 2016 to 30th June, 2019 in accordance with the provisions of Section 196 and 197 of the Companies Act, 2013 read with Schedule V and rules made there under and other applicable provisions of the Companies Act, 2013, if any. His re-appointment requires the approval of the shareholders at the ensuing Annual General Meeting.

The details of Directors being recommended for re-appointment as required Under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is contained in the accompanying Notice convening ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking shareholders'' approval are also included in the Notice.

c) Declaration by Independent Directors:

All the Independent Directors of the Company have given their declaration for the FY 2015-16 that they continue to meet all the criteria as specified under Section 149(6) & (7) of the Companies Act, 2013 and under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of their position as an "Independent Director" in the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company duly met 6 (Six) times during the financial year from 1st April, 2015 to 31st March, 2016 on 28th May, 2015, 06th August, 2015, 05th October, 2015, 05th November, 2015, 09th December, 2015 and 23rd January, 2016.

Further, during the year, a separate Meeting of the Independent Directors of the Company was also held on 26th March, 2016 to discuss and review the performance of all other Non- Independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CHANGE IN CAPITAL STRUCTURE

During the year, there has been no change in the authorized, subscribed and paid-up share capital of the Company. As at March 31, 2016, the paid-up share capital stood at 77,237,438 equity shares of face value of Rs, 2/- each.

FORMAL ANNUAL EVALUATION

As the ultimate responsibility for sound governance and prudential management of a Company lies with its Board, it is imperative that the Board remains continually proactive and effective. An important way to achieve this is through an objective stock taking by the Board of its own performance.

The Companies Act, 2013 not only mandates Board and Directors evaluation, but also requires the evaluation to be formal, regularized and transparent. SEBI has also notified Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations 2015'') on 2nd September, 2015, whereby it has align the present Listing Agreement with the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its Meeting held on 21st May, 2016 undertook an annual evaluation of its own performance, its Committees and all the individual Directors.

Directors were evaluated on aspects such as attendance, contribution at Board /Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. The Committees of the Board were assessed on the degree of fulfillment of key

responsibilities, adequacy of Committee composition and effectiveness of Meetings.

The performance evaluation of the Independent Directors was carried out by the whole Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board, its Committees and the Directors.

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 in respect of Directors'' Responsibility Statement, the Directors to the best of their knowledge 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 and loss 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;

(e) the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

(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.

NOMINATION AND REMUNERATION POLICY

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and Regulation 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Specified in Part D of the Schedule II).

The detailed Nomination & Remuneration Policy is annexed as Annexure A and forms part of this Report and is also available on the website of the Company at www.kei-ind.com under Investor Relations Section.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the extract of the Annual Return in Form MGT-9 as per the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure B and forms part of this Report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has well defend Enterprise-wide Risk Management (ERM) framework in place for identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. The primary objective of ERM function is to implement a framework that augments risk response decisions and reduce surprises. ERM programme involves risk identification, assessment and risk mitigation planning for strategic, operational, financial and compliance related risks across various levels of the organization.

The Company''s Internal Control Systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

FIXED DEPOSITS

As on 31st March, 2016 fixed deposit aggregating to Rs, 38.57 millions are outstanding. There are no fixed deposits remaining unpaid or unclaimed as at the end of the year.

LISTING OF SHARES

The shares of the Company are listed at National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). The Company has also paid its up-to-date listing fees to all the Stock Exchanges.

During the year, subsequent to the notification of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has entered into "Uniform Listing Agreement" with the Stock Exchanges where the shares are listed namely National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE) in order to carry out a notation of the erstwhile Listing Agreement.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the year, there was no significant and material order passed by any Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status and future operations of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

In the opinion of the Board, your Company has in place an adequate system of internal control commensurate with its size and nature of business. This system provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Board has appointed M/s Pawan Shubham & Co. Chartered Accountants as Internal Auditors of the Company and its audit reports are submitted directly to the Audit Committee of Board which reviews and approves performance of internal audit function and ensures the necessary checks and balances that may need to be built into the control system.

HUMAN RESOURCES

Company''s industrial relations continued to be harmonious during the period under review.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, the Company has not entered into any materially significant related party contracts/ arrangements or transactions with the Company''s promoters, Directors, management or their relatives, which could have had a potential confect with the interests of the Company. All the contracts/arrangements or transactions entered into by the Company with Related party(ies) are in conformity with the provisions of the Companies Act, 2013 and on an arm''s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 Company presents a statement of all related party contracts / arrangements or transactions entered into by the Company before the Audit Committee for its consideration and review on quarterly basis.

Further, the Policy on Materiality of Related Party Transactions as formed and approved by the Audit Committee and the Board of Directors as per Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company at www.kei-ind.com under Investor Relations Section.

POLICY ON MATERIAL SUBSIDIARY

The Company has framed a Policy on Material Subsidiary under Regulations 16(c) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 which is available on the website of the Company at www.kei-ind.com under Investor Relations Section.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the composition of the Audit Committee is as under:

Sl. Name of the Director Category Profession

No.

1. Mr. Pawan Kumar Bholusaria Independent Chartered

Director (Chairman) Accountant

2. Mr. Kishan Gopal Somani Independent Chartered Director (Member) Accountant

3. Mr. Vikram Bhartia Independent Business Director (Member)

Mr. Kishore Kunal, Company Secretary & Compliance Officer of the Company acts as Secretary to the Committee.

Further, the Board has not denied any recommendation of Audit Committee during the financial year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/ Whistle Blower Mechanism and overseas through the Audit Committee, the genuine concerns expressed by the employees and Directors of the Company. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. During the year under review, no personnel has been denied access to the Audit Committee.

Further, the Vigil Mechanism/ Whistle Blower Policy have been uploaded on the website of the Company at www.kei-ind.com under Investor Relations Section.

SHARES

a. BUY BACK OF SECURITIES

During the year under review, the Company has not bought back any of its securities.

b. SWEAT EQUITY

During the year under review, the Company has not issued any Sweat Equity Shares.

c. BONUS SHARES

During the year under review, no Bonus Shares were issued by the Company.

d. EMPLOYEES STOCK OPTION PLAN

During the year Nomination and Remuneration Committee of the Board has granted 2,252,000 options to eligible employees of the Company.

AUDITORS

a) Statutory Auditors:

M/s. Jagdish Chand & Co, Chartered Accountants (Firm Registration Number: 000129N), Auditors of the Company will retire at the conclusion of the ensuing AGM of the Company and are recommended for re-appointment based on consent and certificate furnished by them under Section 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Statutory Auditors'' Report

The observations / comments of Statutory Auditors in their Auditor''s Report are self explanatory and therefore do not call for any further clarification / comment.

b) Cost Auditor:

Your Board of Directors has re-appointed M/s. S. Chander & Associates, Cost Accountants (Membership No.: M/9455) as Cost Auditor of the Company to conduct audit of Cost Records maintained by the Company for the financial year 2016-17 in accordance with Section 148 and the Companies (Cost Records and Audit) Rules, 2014 after obtaining his consent and certificate under Section 139, 141 and 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 where they have confirmed their consent and eligibility to act as Cost Auditors of the Company.

Further, the Cost Audit Report for the FY 2014-15 was fled on October 24, 2015.

c) Secretarial Auditors:

The Board of Directors has re-appointed Mr. Baldev Singh Kashtwal, Practicing Company Secretary (Membership No. FCS-3616 & CP No. 3169), Partner, M/s. RSM & Co., Company Secretaries as Secretarial Auditors of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules made there under for conducting Secretarial Audit of the Company for the financial year 2016-17.

Secretarial Audit Report:

The Secretarial Audit Report for the FY 2015-16 as submitted by Secretarial Auditors in Form MR-3 is annexed to this Report as Annexure - C.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has framed a Policy on Corporate Social Responsibility pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 which is available on the website of the Company at www.kei-ind.com under Investor Relations Section.

The Annual Report on Company''s CSR activities of the Company as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-D and forms part of this report.

LOAN(S), GUARANTEE(S) OR INVESTMENT(S)

During the year, your Company has duly complied with the provisions of Section 186 of the Companies Act, 2013 and no loan was granted by the Company under Section 186 of the Companies Act, 2013. The particulars of Corporate Guarantees provided and Investment made by the Company during the year are as follows:

Sl. Particulars of Corporate Guarantees Amount No. and Investment made u/s 186 of (in Millions) the Companies Act, 2013

1 Corporate Guarantee in favour of 80.00 Corporation Bank against Channel Financing Facility provided to the Dealers of the Company.

2 Renewal of First Loss Default 150.00 Guarantee in favour of IDBI Bank Limited against Channel Financing Facility provided to the Dealers of the Company.

3 Investment of AUD 100 towards initial 0.00* Share Capital for incorporation of wholly owned subsidiary in the name of "KEI Cables Australia Pty Ltd." in Australia

Total 230.00

* Rs, 5164.

PREVENTION OF SEXUAL HARASSMENT

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In accordance with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and in order to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual harassment and abuse, more particularly against sexual harassment at work places, your Company has constituted an Internal Complaint Committee and adopted a Policy on Prevention of Sexual Harassment at Workplace. The Policy aims to provide the effective enforcement of basic human right of gender equality and guarantee against sexual harassment and abuse.

During the year, there was no complaint lodged with the Internal Complaint Committee, formed under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure E and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure F and forms part of this Report.

CORPORATE GOVERNANCE

Your Directors are pleased to report that your Company strives to ensure that best Corporate Governance practices are identified, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder''s value.

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Section titled Report on Corporate Governance has been included in this Annual Report and the certificate of M/s Jagdish Chand & Co., Chartered Accountants, the statutory auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated under relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is obtained and annexed with the report on Corporate Governance.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Annual Report.

APPRECIATIONS

Your Directors place on record their sincere appreciation for significant contribution made by employees of the Company at each level, through their dedication, hard work and commitment.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by various Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from Vendors, Customers Consultants, Banks, Financial Institutions, Central and State Government bodies, Dealers, and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.

FOR AND ON BEHALF OF THE BOARD

(ANIL GUPTA)

Chairman-cum-Managing Director

DIN: 00006422

Date: July 20, 2016

Place: New Delhi


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 23rd Annual Report, together with the Audited Annual Financial Statements of the Company for the year ended March 31, 2015.

FINANCIAL SUMMARY

The Company's financial performance for the year ended March 31, 2015 alongwith previous year's figures are summarized below:

(Rs. in Millions)

Particulars Year ended Year ended March 31, 2015 March 31, 2014

Revenue from Operations (Gross) and Other Income 21,733.05 17,547.50

Profit before Finance Costs,

Depreciation and Amortisation Less: Expenses and Tax Expenses 1,952.54 1,543.21

Less: Finance Cost 1,203.98 1,115.30

Depreciation and

Amortisation Expenses 245.85 209.74

Profit before Exceptional Items and Tax 502.71 218.17

Add: Exceptional Item-

Keyman Insurance on 26.09 -

Maturity

Profit before Tax 528.80 218.17

Tax Expenses

* Current Tax 111.33 46.00

* Deferred tax 75.01 54.71

Short/(Excess) Provision

-Earlier Years (0.04) 1.45

Profit for the Year 342.50 116.01

Add: Balance brought forward from last year's account 1,823.24 1,725.30

Amount available for Appropriations 2,165.74 1,841.31

Appropriations:

Proposed Dividend on Equity Shares 30.89 15.45

Dividend Distribution Tax on Proposed Dividend 6.29 2.62

REVIEW OF BUSINESS OPERATIONS

During the year, your Company's turnover increased to Rs. 21,709.22 millions as against Rs. 17,534.73 millions in FY 2013-14 showing a strong growth of 23.81%. During the year under review, turnover from Cables stood at Rs. 14,079.82 millions as compared to Rs. 12,718.20 millions in FY 2013-14, showing a growth of 10.71%. Stainless Steel Wire Products contributed a turnover of Rs. 1,133.31 millions as compared to Rs. 1,003.06 millions in FY 2013-14, showing a growth of 12.99%. Winding Wires, Flexible & House Wires contributed a turnover of Rs. 3,365.81 millions as compared to Rs. 2,940.68 millions in FY 2013-14, showing a growth of 14.46% and Income from Turnkey Projects also had a great contribution in the total turnover of the Company showing a strong growth of 341.66 % i.e. from Rs. 675.54 millions in FY 2013-14 to Rs. 2,983.62 millions in FY 2014- 15. During the year under review, Profit before Tax stood at Rs. 528.80 millions as compared to Rs. 218.17 millions in the preceding year and Net Profit stood at Rs. 342.50 millions as compared to Rs. 116.01 millions in the preceding year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your Company doesn't have any subsidiary. However during the year (w.e.f.24.06.2014) , your Company has formed a Joint Venture under the name of Joint Venture of M/s KEI Industries Ltd. New Delhi & M/s Brugg Kabel AG, Switzerland (JV) for the execution of contract awarded by Delhi Metro Rail Corporation Ltd. (DMRC), in which your Company i.e. KEI is the Lead Partner having 75% participation and Brugg Kabel AG being other partner having 25 % participation. This JV is a Jointly Controlled Entity within the meaning of Accounting Standard - 27 on "Financial Reporting of Interests in Joint Ventures" and covered under Associate Company in accordance with Section 2(6) of the Companies Act, 2013. No share capital is invested in the Joint Venture by the respective members of JV.

Further, during the financial year ended 31st March, 2015, M/s. KEI International Limited ceased to become Associate Company of KEI (w.e.f. 20th June, 2014).

RESERVES

During the year, the Board of Directors of your Company has decided not to transfer any amount to the reserves and decided to retain all the profits under surplus account.

DIVIDEND & APPROPRIATIONS:

Your Directors are pleased to recommend a dividend of Rs. 0.40/- per equity share (i.e. @ 20%) on the Equity Shares of face value of Rs. 2/- each for the Financial Year ended March 31, 2015, subject to the approval of shareholders at the ensuing Annual General Meeting which would result in appropriation of Rs. 37.18 millions (including Corporate Dividend Tax of Rs. 6.29 millions) out of profits of the Company. The dividend if approved by the members at the forthcoming Annual General Meeting, will be paid to:

* Those equity shareholders whose names will appear in the register of members on September 16, 2015 and

* In respect of shares held in dematerialized form, to those shareholders whose names will be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as beneficial owners on cut-off date i.e. September 9, 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of financial year to which this financial statements relates and the date of this Report.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

RATING BY CARE

Credit Analysis & Research Ltd (CARE) has upgraded / revised the rating assigned to the Long Term Bank Facilities availed by the Company from 'CARE BBB' (Triple B) to 'CARE BBB ' (Triple B Plus) and also upgraded / revised the rating assigned to the Medium Term Instrument i.e. Fixed Deposits Scheme of the Company from 'CARE BBB (FD)' [Triple B (Fixed Deposit)] to 'CARE BBB (FD)' [Triple B Plus (Fixed Deposit)]. This rating is applicable to facilities having tenure of more than one year. Facilities with these ratings are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such facilities carry moderate credit risk.

Further, CARE has re-affirmed the rating 'CARE A3 ' (A Three plus) assigned to Commercial Paper (CP) and the Short Term Bank Facilities availed by the Company. This rating is applicable to facilities having tenure up to one year. Facilities with this rating are considered to have moderate degree of safety regarding timely payment of financial obligations.

CARE has also re-affirmed its rating "CARE CGR 3" to the Corporate Governance practice of the Company. CARE has upgraded / re-affirmed the rating after taking into account KEI's long track record of operations, improved Financial performance, healthy order-book position, strong dealership network, experience of Promoters and their demonstrated financial support, its established market position in cable industry, its wide variety of products, its diversified and reputed clientele as well as technological tie-up with Brugg Kabel AG, (Switzerland) for Extra High Voltage (EHV) cables.

UNPAID / UNCLAIMED DIVIDEND

Pursuant to the circular issued by Ministry of Corporate Affairs (MCA) with respect to Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with the Companies) Rules, 2012 vide G.S.R. 342 (E) dated May 10, 2012, your Company has uploaded on its website www.kei-ind.com under Investor Relations Section as well as on the Ministry's website the information regarding Unpaid/ Unclaimed Dividend amount lying with the Company as on 19th September, 2014 (date of last Annual General Meeting).

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, your Company has transferred unclaimed/unpaid dividend in respect of financial year 2006-07 to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to the provisions of Section 205A of the Companies Act, 1956.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a) Composition

i) During the year under review, no change has occurred in the total strength of Board of Directors of the Company. The Company has 7 Directors with an Executive Chairman. Of the 7 Directors, 2 are Executive Directors and 5 are Non-Executive Directors including one Woman Director and 4 Independent Directors. The Composition of the Board is in conformity with Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreements entered into with the Stock Exchanges.

ii) None of the Director on the Board is a director in more than 10 public Companies or a member of more than 10 Committees or a Chairman of more than 5 Committees across all the companies in which he/ she is a Director. Necessary disclosures regarding Committee positions in other Public Limited Companies as on 31st March, 2015 have been made by all the Directors of the Company.

iii) None of the Whole-time Key Managerial Personnel (KMP) of the Company holding office in any other Company as a Key Managerial Personnel.

Further, none of the Directors/KMP of the Company is disqualified under any of the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement.

b) Change in Director(s) and Key Managerial Personnel

a. As per Section 152 of the Companies Act, 2013 and other applicable provisions of the Act, Mr. Rajeev Gupta (holding DIN:00128865), Director of the Company, who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its Meeting held on 28th May, 2015 has re-appointed Mr. Rajeev Gupta (holding DIN: 00128865) as Whole-time- Director of the Company (designated as Executive Director (Finance) & CFO) for a further term of 5 (Five) years w.e.f. 1st June, 2015 to 31st May, 2020 in accordance with the provisions of Section 196 and197 of the Companies Act, 2013 read Schedule V and rules made thereunder and other applicable provisions of the Companies Act, 2013, if any. His re-appointment requires the approval of the shareholders at the ensuing Annual General Meeting.

b. During the year, Mr. Anil Gupta, Chairman-cum- Managing Director, Mr. Kishore Kunal, Company Secretary and Mr. Rajeev Gupta, Executive Director (Finance) and CFO of the Company were designated as Key Managerial Personnel of the Company in accordance with the provisions of Section 203 of the Companies Act, 2013 and rules made thereunder.

The details of Director being recommended for re-appointment as required in clause 49 of the Listing Agreement is contained in the accompanying Notice convening ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking shareholders' approval are also included in the Notice.

c) Declaration by Independent Directors

All the Independent Directors of the Company have given their declaration for the FY 2014-15 that they continue to meet all the criteria as specified under Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement in respect of their position as an "Independent Director" in the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company duly met 6 (Six) times during the financial year from 1st April, 2014 to 31st March, 2015 on 15th May, 2014, 08th August, 2014, 06th November, 2014, 24th November, 2014, 22nd December, 2014 and 10th February, 2015.

Further, during the year, a separate meeting of the Independent Directors of the Company was also held on 10th February, 2015 to discuss and review the performance of all other non- Independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of Companies Act, 2013 and clause 49 of the Listing Agreement.

CHANGE IN CAPITAL STRUCTURE

During the financial year under review, the paid-up share capital of the Company has increased from 73,737,438 equity shares of face value of Rs. 2/- each to 77,237,438 equity shares of face value of Rs. 2/- each, pursuant to allotment of 35,00,000 (Thirty Five Lakhs) equity shares of face value of Rs. 2/- each to promoters' group entity upon conversion of Share Warrants, in the Share Capital of the Company and the same has been listed with NSE, BSE and CSE.

FORMAL ANNUAL EVALUATION

As the ultimate responsibility for sound governance and prudential management of a Company lies with its Board, it is imperative that the Board remains continually proactive and effective. An important way to achieve this is through an objective stock taking by the Board of its own performance.

The Companies Act, 2013 not only mandates Board and Directors evaluation, but also requires the evaluation to be formal, regularised and transparent. SEBI has also revised the Equity Listing Agreement, to bring the requirements on this subject in line with the Act.

In accordance with the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 28th May, 2015 undertook an annual evaluation of its own performance, its Committees and all the individual Directors.

Directors were evaluated on aspects such as attendance, contribution at Board/Committee meetings and guidance/ support to the management outside Board/Committee meetings. The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the whole Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board, its Committees and the Directors.

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) of the Companies Act, 2013 in respect of Directors' Responsibility Statement, the Directors to the best of their knowledge 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 and loss 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;

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

(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.

NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178 of the Companies Act, 2013, on recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at its meeting held on 08th August, 2014 had approved the policy on selection and appointment of Directors, Senior Management and other employees of the Company and their remuneration, positive attributes, Directors' qualifications, Independence of Directors and other related matters. The detailed Nomination & Remuneration Policy is annexed as Annexure A and forms part of this Report and is also available on the website of the Company at www.kei-ind.com under Investor Relations Section.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 the extract of the Annual Return in Form MGT-9 as per the provisions of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure B and forms part of this Report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has well defined Enterprise-wide Risk Management (ERM) framework in place for identifying risks and opportunities that may have a bearing on the organization's objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. The primary objective of ERM function is to implement a framework that augments risk response decisions and reduce surprises. ERM programme involves risk identification, assessment and risk mitigation planning for strategic, operational, financial and compliance related risks across various levels of the organization.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

FIXED DEPOSITS

During the year, your Company repaid all the outstanding fixed deposits aggregating to Rs. 42.48 millions as per the provisions of the Companies Act, 2013 and obtained fresh approval from the shareholders at the 22nd Annual General Meeting of the Company held on 19th September, 2014 in accordance with Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and other applicable provisions, if any making the Company eligible to invite/accept/renew/receive money by way of unsecured or secured deposit, or in any other form, from public and/or members of the Company. As on 31st March, 2015 fixed deposit aggregating to Rs. 4.70 millions are outstanding. There are no fixed deposits remaining unpaid or unclaimed as at the end of the year.

LISTING OF SHARES

The shares of the Company are listed at National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). The Company has also paid its up-to-date listing fees to all the stock exchanges.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year, there was no significant and material order passed by any Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status and future operations of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

In the opinion of the Board, your Company has in place an adequate system of internal control commensurate with its size and nature of business. This system provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Board has appointed M/S Pawan Shubham & Co., Chartered Accountants as Internal Auditors of the Company and its audit reports are submitted directly to Audit Committee of Board which reviews and approves performance of internal audit function and ensures the necessary checks and balances that may need to be built into the control system.

HUMAN RESOURCES

Company's industrial relations continued to be harmonious during the period under review.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, the Company has not entered into any materially significant related party contracts/ arrangements or transactions with the Company's promoters, Directors, management or their relatives, which could have had a potential conflict with the interests of the Company. All the contracts/arrangements or transactions entered into by the Company with Related party(ies) are in conformity with the provisions of Companies Act, 2013, clause 49 of the Listing Agreement and on an arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013 and clause 49 of Listing Agreement.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) ofthe Companies Act, 2013 in Form AOC 2 is not applicable. The Company presents a statement of all related party contracts / arrangements or transactions entered into by the Company before the Audit Committee for its consideration and review on quarterly basis.

Further, the Policy on materiality of Related Party Transactions as formed and approved by the Audit Committee and the Board of Directors as per clause 49 of the Listing Agreement is available on the website of the Company at www.kei-ind.com under Investor Relations Section.

POLICY ON MATERIAL SUBSIDIARY

In line with the requirements of clause 49 of Listing Agreement, the Company has formulated a Policy for determining 'material subsidiaries' which is available on the website of the Company at www.kei-ind.com under Investor Relations Section.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and clause 49 of the Listing Agreement, the composition of the Audit Committee is as under:

Sl. Name of the Directors Category Profession No.

1. Mr. Pawan Kumar Independent Chartered Bholusaria Director (Chairman) Accountant

2. Mr. Kishan Gopal Independent Chartered Somani Director (Member) Accountant

3. Mr. Vikram Bhartia Independent Business Director (Member)

Mr. Kishore Kunal, Company Secretary & Compliance Officer of the Company acts as Secretary to the Committee.

Further, the Board has not denied any recommendation of Audit Committee during the Financial Year.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and as per clause 49 of the Listing Agreement, the Company has established a Vigil Mechanism/ Whistle Blower Mechanism and overseas through the Audit Committee, the genuine concerns expressed by the employees and Directors of the Company. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. During the year under review, no personnel has been denied access to the Audit Committee. Further, the Vigil Mechanism/ Whistle Blower Policy have been uploaded on the website of the Company at www.kei-ind.com under Investor Relations Section.

SHARES

a. BUY BACK OF SECURITIES

During the year under review, the Company has not bought back any of its securities.

b. SWEAT EQUITY

During the year under review, the Company has not issued any Sweat Equity Shares.

c. BONUS SHARES

During the year under review, no Bonus Shares were issued by the Company.

d. EMPLOYEES STOCK OPTION PLAN

During the year under review, the Company has not issued shares / provided any Employee Stock Option to the employees.

AUDITORS

a) Statutory Auditors:

M/s. Jagdish Chand & Co., Chartered Accountants (Firm Registration Number: 000129N), auditors of the Company will retire at the conclusion of the ensuing AGM of the Company and are recommended for re-appointment based on consent and certificate furnished by them under Section 139, 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Statutory Auditors' Report

The observations/comments of Statutory Auditors in their Report are self explanatory and therefore do not call for any further clarification / comment.

b) Cost Auditor:

Your Board of Directors has re-appointed M/s. Chander & Associates, Cost Accountants (Membership No.: M/9455) as Cost Auditor of the Company to conduct audit of Cost Records maintained by the Company for the financial year 2015-16 in accordance with Section 148 and the Companies (Cost Records and Audit) Rules, 2014 after obtaining his consent and certificate under Section 139, 141 and 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. Further, the Cost Audit Report for the FY 2013-14 was filed on October 17, 2014 (before due date).

c) Secretarial Auditors

The Board of Directors has re-appointed Mr. Baldev Singh Kashtwal, Practicing Company Secretary (Membership No. FCS-3616 & CP No. 3169), Partner, M/s. RSM & Co., Company Secretaries as Secretarial Auditors of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules made thereunder for conducting Secretarial Audit of the Company for the financial year 2015-16.

Secretarial Audit Report

The Secretarial Audit Report for the FY 2014-15 as submitted by Secretarial Auditors in Form MR-3 is annexed to this Report as Annexure - C.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has adopted the CSR Policy as approved by the Corporate Social Responsibility Committee and the same is available on the website of the Company at www.kei-ind.com under Investor Relations Section.

The Annual Report on Company's CSR activities of the Company as per the Companies (Corporate Social Respon- sibility Policy) Rules, 2014 is annexed as Annexure-D and forms part of this report.

LOAN(S), GUARANTEE(S) OR INVESTMENT(S)

During the year, your Company has duly complied with the provisions of Section 186 of the Companies Act, 2013 and no loan was granted by the Company under Section 186 of the Companies Act, 2013. The particulars of Corporate Guarantees provided and investment made by the Company during the year are as follows:

Sl. Particulars of Corporate guarantees and Amount No. Investment made u/s 186 of the Companies (Rs. in Millions) 2013 Act,

1. First Loss Default Guarantee in favour 150.00 of IDBI Bank Limited against Channel Financing Facility provided to the Dealers of the Company for a period of one year.

2. Corporate Guarantee in favour of 350.00 AXIS Bank Limited against Channel Financing Facility provided to the Dealer of the Company for a period of one year.

3. Investment in 50 equity shares of Rs. 10/- 0.00 each of "The Saraswat Co-operative Bank Limited" for availing Bill Discounting Facility.

Total 500.00

PREVENTION OF SEXUAL HARASSMENT

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In accordance with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and in order to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual harassment and abuse, more particularly against sexual harassment at work places, your Company has constituted an Internal Complaint Committee and adopted a policy on Prevention of Sexual Harassment at Workplace. The policy aims to provide the effective enforcement of basic human right of gender equality and guarantee against sexual harassment and abuse.

During the year, there was no complaint lodged with the Internal Complaint Committee, formed under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /EMPLOYEES

The information required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure E and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure F and forms part of this Report.

CORPORATE GOVERNANCE

Your Directors are pleased to report that your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder's value.

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a separate Section titled Report on Corporate Governance has been included in this Annual Report and the certificate of M/s Jagdish Chand & Co., Chartered Accountants, the statutory auditors of the Company certifying compliance with the conditions of corporate governance as stipulated in clause 49 of the Listing Agreement with stock exchanges is obtained and annexed with the report on corporate governance.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms part of this Annual Report.

APPRECIATIONS

Your Directors place on record their sincere appreciation for significant contribution made by employees of the Company at each level, through their dedication, hard work and commitment.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by various Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from Vendors, Customers Consultants, Banks, Financial Institutions, Central and State Government bodies, Dealers, and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.

FOR AND ON BEHALF OF THE BOARD



(ANIL GUPTA ) Chairman-cum-Managing Director DIN: 00006422

Place: New Delhi Date : August 6, 2015


Mar 31, 2014

To The Members

The Directors take pleasure in presenting their 22nd Annual Report for the year ended March 31, 2014. Briefly stated the Financial Results of operation are: -

(Rs. In lacs)

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Revenue from Operations (Gross) and Other Income 1,75,475.01 1,81,463.80

Profit before Finance Costs, Depreciation and Amortisation Expenses and Tax Expenses 15,432.05 17,287.46

Less: Finance Cost 11,153.06 10,935.37

Depreciation and

Amortisation Expenses 2,097.35 2,044.48

Profit before tax 2,181.64 4,307.61

Tax Expenses

— Current Tax 459.97 850.98

— Deferred tax 547.10 822.85 Short/(Excess) Provision

-Earlier Years 14.49 0.08

Profit for the Year 1,160.08 2,633.70

Add: Balance brought forward from last year''s

account 17,252.99 14,783.63

Amount available for

Appropriations 18,413.07 17,417.33

Appropriations:

Proposed Dividend on

Equity Shares 154.48 140.47

Dividend Distribution

Tax on Proposed Dividend 26.25 23.87

APPROPRIATIONS

DIVIDEND & APPROPRIATIONS:

During the year under review, your Directors have recommended a dividend of? 0.20/- per equity share (i.e. @ 10%) on the Equity Shares of face value of? 2/- each for the Financial Year ended March 31, 2014, including 35,00,000 equity shares of face value of? 2/- each allotted by the Board of Directors on 15.05.2014 upon conversion of 35,00,000 outstanding Warrants. Dividend if approved by the members at the forthcoming Annual General Meeting, will be paid to:

Those equity shareholders whose names appear in the register of members on September 19, 2014.

Those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited.

REVIEW OF OPERATIONS

During the year 2013-14, turnover of your Company remained flat and there was slight decline from ? 1,81,463.80 Lacs to? 1,75,475.01 Lacs. During the year, turnover from Cables stood at ? 1,27,182.02 lacs as compared to? 1,29,482.16 lacs in 2012-13, showing a marginal decline of 1.78%. Stainless Steel Wre Products contributed a turnover of? 10,030.62 lacs in 2013-14 as compared to ? 8,305.69 lacs in 2012-13, showing strong growth of 20.77%. Wnding wire, Flexible & House Wre contributed ? 29,406.73 lacs in 2013-14 as against ? 26,647.77 lacs in 2012-13, showing growth of 10.35%. During the year under review, Profit before finance costs, depreciation and amortisation expenses and tax expenses stood at ? 15,432.05 lacs as compared to 17,287.46 lacs while Profit Before Tax stood at ? 2,181.64 lacs and Net profit at? 1,160.08 lacs respectively. Your Company was able to bag various prestigious orders of elastomeric cables, speciality cables apart from normal cables & wires which contributed towards achievement of turnover. The Company has already marked its presence in Extra High Voltage (EHV) Cable segment ranging from 66kV to 220kV and will continue to further strengthen its position in this segment with Technical Collaboration from M/s. Brugg Kabel AG, Switzerland. The Company has also successfully completed the rigorous long duration pre-qualification test

on 220 kV Cable system at an International Laboratory, FGH Engineering & Test GmbH, Hallenweg, Germany. This gives the Company a firm marketing ground and the status of being the only few Company in India to achieve this feat.

FUTURE OUTLOOK

The business environment for Cable industry is showing signs of industrial and infrastructure growth. The future outlook in terms of investment in the infrastructure sector, particularly power, is also good. This indicates that demand for the cable business should improve further. With Company''s successful venture into Extra High Voltage (EHV) Cables and presence in Engineering, Procurement and Construction (EPC) space, Company has an edge in the Cable Industry. The Company has specific tie-ups in this segment i.e. Foreign Technical Collaboration with Brugg Kabel AG, Switzerland which will help the Company to capitalize its proven presence in the Cable and EPC business.

RATING BY CARE

During the year under review, Credit Analysis & Research Ltd (CARE) has reaffirmed its rating for Long Term bank facilities as "CARE BBB" (Triple B) and revised rating for the Commercial Paper (CP) / Short Term Debt programme of the Company as ''CARE A3 '' (A Three Plus) from "CARE A2" (A Two). Instrument with these rating is considered to have moderate degree of safety regarding timely payment of financial obligations. CARE has assigned the rating taking into account KEI''s long track record of operations, experience of Promoter, its established market position in cable industry, its wide variety of products, its diversified and reputed clientele as well as technological tie- up with Brugg Kabel AG, (Switzerland) for Extra High Voltage (EHV) cables. Further, CARE has reaffirmed "CARE CGR 3" to the Corporate Governance practice of the Company.

LISTING OF SHARES

Company''s equity shares are listed at Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and The Calcutta stock Exchange Limited (CSE).

The Company has also paid its up-to-date listing fees to all the stock exchanges.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a separate Section titled Report on Corporate Governance has been included in this Annual Report. Your Directors are pleased to report that your Company is fully compliant as on March 31, 2014 with the SEBI Guidelines on Corporate Governance.

DIRECTORS

Mrs. Archana Gupta and Mr. Kishan Gopal Somani retire by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of section 255 and 256 of the Companies Act, 1956.

With the notification of section 149 of the Companies Act, 2013 and other applicable provisions of the Act, Mr. Kishan Gopal Somani being eligible and offering himself for re- appointment, is proposed to be re-appointed as an Independent Director in terms of section 149 and other applicable provisions of the Companies Act, 2013, for a term of 5 (Five) consecutive years commencing from 19th September, 2014 to 18th September, 2019. Further, the Board of Directors of your Company is seeking appointment of all other/remaining independent directors (who were appointed as Directors pursuant to the provisions of Companies Act, 1956 with their period of office liable to determination by retirement of directors by rotation and were independent in terms of clause 49 of the Listing Agreement) namely, Mr. Vijay Bhushan, Mr. Vikram Bhartia and Mr. Pawan Kumar Bholusaria as an independent directors in terms of section 149 and other applicable provisions of the Companies Act, 2013, for a term of 5 (Five) consecutive years commencing from 19th September, 2014 to 18th September, 2019.

CORPORATE SOCIAL RESPONSIBILITY

As part of Corporate Social Responsibility (CSR) initiative your Company focuses primarily on education and healthcare services which are essential in promoting sustainable human development and economic growth. Your Company is making donation to ISKCON Food Relief Foundation towards their mid day meals project.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, your Company has transferred unclaimed / unpaid dividend related to financial year ended 2005-06 to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 205A of the Companies Act, 1956.

UNPAID / UNCLAIMED DIVIDEND

Pursuant to circular issued by Ministry of Corporate Affairs (MCA) with respect to Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 vide G.S.R. 342 (E) dated May 10, 2012, your Company has uploaded on its website www.kei-ind.com as well as on the Ministry''s website information regarding Unpaid / Unclaimed Dividend amount lying with the company for the Financial year 2006-07 and onwards. Accordingly, the details of the unclaimed / unpaid dividend are available on the website of the company www.kei-ind.com under section Investor Relations.

DIRECTOR''S 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

a) That in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed;

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

c) That the directors had 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;

d) That the directors had prepared the accounts for the financial year ended March 31, 2014 on a ''going concern'' basis;

AUDITORS OF THE COMPANY

Statutory Auditors:

M/s Jagdish Chand & Co., Chartered Accountants (Firm registration Number: 000129N), auditors of the Company will retire at the conclusion of the ensuing AGM and are eligible for re-appointment as per consent and certificate furnished by them under Section 139, 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Cost Auditors:

Your Directors have re-appointed S. Chander & Associates, Cost Accountants (Membership No. M/9455) to conduct the audit of Cost Accounts for the financial year 2014-15 pursuant to consent and certificate furnished by them under Section 139, 141 and 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. Cost Audit Report for the FY 2012-13 was filed on October 23, 2013.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is as given below:

Name & Gross Qualification Experience Age Designation Remuneration (Rs.in lacs)

Mr. Anil Gupta, 148.51 B.Com 33 Years 55yrs CMD

Mr. Rajeev Gupta, 52.76 C.A 21 Years 50yrs Executive Director (Finance)

Mr. Anil Gupta, CMD is relative of Mrs. Archana Gupta (Director) of the Company.

PARTICUALRS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO

The information as regards conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as ANNEXURE and forms an integral part of the report.

FIXED DEPOSITS

There are no overdue fixed deposits as on March 31, 2014.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for significant contribution made by employees through their dedication, hard work and commitment.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from vendors, customers, banks, financial institutions, Central and State Government bodies, dealers, and other business associates. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.


Mar 31, 2013

To The Members The Directors take pleasure in presenting their 21st Annual Report for the year ended March 31, 2013. Briefly stated the Financial Results of operation are: - (Rs. In lacs) Particulars Year ended Year ended March 31, 2013 March 31, 2012 Revenue from Operations (Gross) and Other Income 181463.80 1,85,457.64 Profit before Finance Costs, 17,287.46 15,170.44 Depreciation and Amortisation Expenses and Tax Expenses Less: Finance Cost 10,935.37 9,616.23 Depreciation and Amortisation Expenses 2,044.48 1,954.49 Profit Before Tax 4,307.61 3,599.72 Tax Expenses Current Tax 850.98 729.18 Deferred tax 822.85 438.75 Short/(Excess) Provision 0.08 (1.09) - Earlier Years Profit for the Year 2,633.70 2,432.88 Add: Balance brought forward from last year's account 14,783.63 12,506.34 Amount available for Appropriations 17,417.33 14,939.22 Appropriations : Proposed Dividend on Equity Shares (Dividend of Rs. 0.20 per equity share) 140.47 133.87 Dividend Distribution Tax on Proposed Dividend 23.87 21.72 APPROPRIATIONS DIVIDEND & APPROPRIATIONS: During the year under review, your Directors have recommended a dividend of Rs. 0.20/- per equity share (i.e. @ 10%) on the Equity Shares of face value of Rs. 2/- each for the Financial Year ended March 31, 2013, which if approved by the members at the forthcoming Annual General Meeting, will be paid to: - Those equity shareholders whose names appear in the register of members on June 21, 2013. - Those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited. REVIEW OF OPERATIONS During the year, turnover of your Company remained flat and there was slight decline from Rs. 185295.16 lacs to Rs. 181228.30 lacs. During the year, turnover from Cables stood at Rs. 129482.16 lacs as compared to Rs. 143159.38 lacs in 2011-12, showing a decline of 9.55%. Stainless Steel Wire Products contributed a turnover of Rs. 8305.69 lacs in 2012- 13 as compared to Rs. 10,068.29 lacs in 2011-12. Winding wire, Flexible & House Wire contributed Rs. 26647.77 lacs in 2012-13 as against Rs. 21139.76 lacs in 2011-12, showing strong growth of 26%. During the year under review, Operating Profit of the Company has improved from Rs. 13053.44 lacs to Rs. 15007.48 lacs while Profit Before Tax stood at Rs. 4307.61 lacs and Net profit at Rs. 2633.70 lacs respectively. Your Company was able to bag various prestigious orders of elastomeric cables, speciality cables apart from normal cables & wires which contributed towards achievement of turnover. The Company has already marked its presence in Extra High Voltage (EHV ) Cable segment ranging from 66kV to 220kV and will continue to further strengthen its position in this segment with Technical Collaboration from M/s. Bragg Kabel AG, Switzerland. The Company has also successfully completed the rigorous long duration pre-qualification test on 220 kV Cable system at an International Laboratory, FGH Engineering & Test GmbH, Hallenweg, Germany. This gives the Company a firm marketing ground and the status of being among the few Companies in India to achieve this feat. FUTURE OUTLOOK The business environment for Cable industry is showing signs of industrial and infrastructure growth. The future outlook in terms of investment in the infrastructure sector, particularly power, is also good. This indicates that demand for the cable business should improve further. With Company's successful venture into Extra High Voltage (EHV) Cables and presence in Engineering, Procurement and Construction (EPC) space, Company has an edge in the Cable Industry. The Company has specific tie-ups in this segment i.e. Foreign Technical Collaboration with Brugg Kabel AG, Switzerland which will help the Company to capitalize its proven presence in the Cable and EPC business. RATING BY CARE During the year under review, Credit Analysis & Research Ltd. (CARE) has reaffirmed its rating 'CARE A2' (A Two) for the Commercial Paper (CP) / Short Term Debt programme of the Company and "CARE BBB" (Triple B) and 'CARE A2' (A Two) for Long Term & Short Term Bank Facilities of the Company in accordance with Basel II norms. Instrument with this rating is considered to have strong degree of safety regarding timely payment of financial obligation. CARE has assigned the rating taking into account KEI's long track record of operations, its established market position in cable industry, its wide variety of products, its diversified and reputed clientele as well as technological tie-up with Brugg Kabel AG, (Switzerland) for Extra High Voltage (EHV) cables. Further, CARE has reaffirmed "CARE CGR 3" to the Corporate Governance practice of the Company. LISTING OF SHARES Company's equity shares are listed at BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and The Calcutta Stock Exchange Limited (CSE). The Company has also paid its up-to-date listing fees to all the stock exchanges. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a separate Section titled Report on Corporate Governance has been included in this Annual Report. Your Directors are pleased to report that your Company is fully compliant as on March 31, 2013 with the SEBI Guidelines on Corporate Governance. DIRECTORS Retirement by Rotation: In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Pawan Bholusaria and Mr. Rajeev Gupta, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting. Both the Directors are eligible and have offered themselves for re-appointment at the forthcoming AGM. Re-appointment of Executive Director: The Board of Directors of your Company on recommendation of Remuneration & Compensation Committee have decided to re-appoint Mr. Anil Gupta, as Chairman-cum-Managing Director of the Company for a period of three years w.e.f. July 01, 2013 till June 30, 2016, on the terms and conditions as stipulated in the Resolution & Explanatory Statement forming part of the Notice of the ensuing Annual General Meeting. CORPORATE SOCIAL RESPONSIBILITY As part of Corporate Social Responsibility (CSR) initiative your Company focuses primarily on education and healthcare services which are essential in promoting sustainable human development and economic growth. Your Company is making donation to ISKCON Food Relief Foundation towards their mid day meals project. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) During the year under review, your Company has transferred unclaimed / unpaid dividend for the financial year ended 2004-05 to the Investor Education and Protection Fund (IEPF). UNPAID / UNCLAIMED DIVIDED Pursuant to circular issued by Ministry of Corporate Affairs (MCA) with respect to Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 vide G.S.R. 342 (E) dated May 10, 2012, your Company has uploaded on its website www.kei-ind.com as well as on the Ministry's website information regarding Unpaid / Unclaimed Dividend amount lying with the company for the Financial year 2005-06 and onwards. Accordingly, the details of the unclaimed / unpaid dividend will be available on the website of the company www.kei-ind.com under section Investor Relations. DIRECTOR'S 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 a) That in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards had been followed; b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review; c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) That the directors had prepared the accounts for the financial year ended March 31, 2013 on a 'going concern' basis; AUDITORS OF THE COMPANY Statutory Auditors: M/s Jagdish Chand & Co., Chartered Accountants, auditors of the Company will retire at the conclusion of the ensuing AGM and are eligible for re-appointment as per certificate furnished by them under Section 224 (1B) of the Companies Act, 1956. Cost Auditor: Your Directors have re-appointed S. Chander & Associates, Cost Accountants to conduct the audit for the financial year 2013-14. Cost Audit Report for the FY 2011-12 was filed on February 26, 2013 (within the prescribed time limit as extended / allowed by Ministry of Corporate Affairs). PARTICULARS OF EMPLOYEES Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is as given below: Name & Gross Qualification Experience Age Designation Remuneration (Rs.in lacs) Mr. Anil Gupta, 228.90 B.Com 32 Years 54yrs CMD Mr. Rajeev Gupta, 51.62 C.A 20 Years 49yrs Executive Director (Finance) Mr. Anil Gupta, CMD is relative of Mrs. Archana Gupta (Director) of the Company. PARTICUALRS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO The information as regards conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as ANNEXURE and forms an integral part of the report. FIXED DEPOSITS There are no overdue fixed deposits as on March 31, 2013. ACKNOWLEDGMENTS Your Directors place on record their sincere appreciation for significant contribution made by employees through their dedication, hard work and commitment. The Board places on record its appreciation for the continued co-operation and support extended to the Company by Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from vendors, customers, banks, financial institutions, Central and State Government bodies, dealers, and other business associates. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders. For and on behalf of the Board Place: New Delhi (ANIL GUPTA) Date : May 22, 2013 Chairman-cum- Managing Director


Mar 31, 2012

The Directors take pleasure in presenting their 20th Annual Report for the year ended March 31, 2012. Briefly stated the Financial Results of operation are: -

(Rs. In lacs)

Particulars Year ended Year ended

March 31, 2012 March 31, 2011

Revenue from Operations 1,85,457.64 1,26,366.71

(Gross) and Other Income

Profit before Finance Costs, 15,170.44 9,374.10

Depreciation and Amortization Expenses and Tax Expenses

Less: Finance Costs 9,616.23 5,931.54

Depreciation and 1,954.49 1,661.00

Amortization Expenses

Profit Before Tax 3,599.72 1,781.56

Tax Expenses

- Current Tax 729.18 356.78

- Deferred tax 438.75 366.82

- Short /(Excess) Provision (1.09) 2.14 Earlier Years

Profit for the Year 2,432.88 1,055.82

Add: Balance brought forward 12,506.34 11,606.11

from last year's account

Amount available for 14,939.22 12,661.93

Appropriations

Appropriations:-

Proposed Dividend on Equity 133.87 133.87

Shares (Dividend of Rs. 0.20 per equity share)

Dividend Distribution Tax on 21.72 21.72

Proposed Dividend

During the year, turnover from Cables stood at Rs. 143,159.38 lacs as compared to Rs. 98,967.72 lacs in 2010-11, showing a strong growth of 44.65%. Stainless Steel Wire Products contributed a turnover of 10,068.29 lacs in 2011-12 as compared to Rs. 8656.82 lacs in 2010- 11. Winding wire, Flexible & House Wire contributed Rs. 21,139.76 lacs in 2011-12 as against Rs. 15,733.52 lacs in 2010-11. During the year under review, Profit Before Tax was Rs. 3,599.72 lacs and Net profit was Rs. 2,432.88 lacs.

APPROPRIATIONS DIVIDEND & APPROPRIATIONS:

During the year under review, your Directors have recommended a dividend of Rs. 0.20/- per equity share (i.e. @ 10%) on the Equity Shares of face value of Rs. 2/- each for the Financial Year ended March 31, 2012, which if approved by the members at the forthcoming Annual General Meeting, will be paid to:

- Those equity shareholders whose names appear in the register of members on September 13, 2012.

- Those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited.

REVIEW OF OPERATIONS

During the year 2011-12, turnover of your Company increased from Rs. 125767.90 lacs to Rs. 185295.16 lacs, showing growth of over 47%. During its first full year of operation, Extra High Voltage (EHV) Cable segment contributed more than Rs. 15000 lacs. Your Company was able to bag various prestigious orders of elastomeric cables, speciality cables and EHV cables apart from normal cables & wires which contributed towards achievement of turnover. The Company has already marked its presence in Extra High Voltage (EHV) Cable segment ranging from 66kV to 220kV and will continue to further strengthen its position in this segment with Technical Collaboration from M/s. Brugg Kabel AG, Switzerland. The Company has also successfully completed the rigorous long duration pre-qualification test on 220 kV Cable system at an International Laboratory, FGH Engineering & Test GmbH, Hallenweg, Germany. This gives the Company a firm marketing ground and the status of being the only few Company in India to achieve this feat. Having marked its presence for EHV Cables up to 220 kV, the Company is preparing grounds for venturing into 400 kV segment.

FUTURE OUTLOOK

The business environment for Cable industry is showing signs of industrial and infrastructure growth. The future outlook in terms of investment in the infrastructure sector, particularly power, is also good. This indicates that demand for the cable business should improve further. With Company's successful venture into Extra High Voltage (EHV) Cables and presence in Engineering, Procurement and Construction (EPC) space, Company has an edge in the Cable Industry. The Company has specific tie-ups in this segment i.e. Foreign Technical Collaboration with Brugg Kabel AG, Switzerland which will help the Company to capitalize its proven presence in the Cable and EPC business.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCB)

The Company had raised USD 36,000,0000 (thirty six million) by way of allotment of 1% Foreign Currency Convertible Bonds (FCCB) on November 29, 2006. After conversion and buyback / repurchase of FCCBs totaling USD 19,400,000 from time to time, FCCBs of USD 16,600,000 were outstanding for redemption / payment on maturity date i.e. November 30, 2011. Your Company has successfully redeemed the outstanding Foreign Currency Convertible Bonds (FCCBs) of USD 16,600,000 together with redemption premium and interest on maturity date. With this payment, the entire FCCBs liability has been extinguished. Your Company made the repayment of FCCBs as per schedule, in line with the terms and conditions of the FCCB Offering Circular, underlining the company's strong fundamentals and values. There is no FCCB outstanding for redemption / conversion as on March 31, 2012.

EMPLOYEES STOCK OPTION SCHEME

The Company had framed KEI Employee Stock Option Scheme 2006 ("KEI ESOS 2006") in accordance with SEBI (Employees Stock Option Scheme &Employee Stock Purchase Scheme) Guidelines, 1999. The Remuneration and Compensation Committee of the Board of Directors of the Company at their meeting held on May 05, 2012 has cancelled KEI Employee Stock Option Scheme 2006 ("KEI ESOS 2006"). During the year, no fresh Stock Options were granted under KEI ESOS 2006. Further, there is no Stock Option due / pending for exercise by the eligible employee(s). Consequent to cancellation of Stock Option Scheme, no further Stock Option will be granted under KEI ESOS 2006.

RATING BY CARE

During the year under review, Credit Analysis & Research Ltd. (CARE) has revised the rating from 'CARE A2 ' (A Two Plus) to 'CARE A2' (A Two) for the Commercial Paper (CP) / Short Term Debt programme of the Company and "CARE BBB" (Triple B) from "CARE BBB " (Triple B Plus) and A2 (A Two) from A2 (A Two Plus) for Long Term & Short Term Bank Facilities of the Company in accordance with Basel II norms. Instrument with this rating is considered to have strong degree of safety regarding timely payment of financial obligation. CARE has assigned the rating taking into account KEI's long track record of operations, its established market position in cable industry, its wide variety of products, its diversified and reputed clientele as well as technological tie-up with Brugg Kabel AG, (Switzerland) for Extra High Voltage (EHV) cables. Further, CARE has reaffirmed "CARE CGR 3" to the Corporate Governance practice of the Company.

LISTING OF SHARES

Company's equity shares are listed at Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and The Calcutta stock Exchange Limited (CSE).

As on date 30,00,000 equity shares are pending for listing at CSE. The Company has also paid its up-to-date listing fees to all the stock exchanges. Further, the Board of Directors of your Company has approved voluntary de- listing of Equity Shares of the Company from CSE. The Equity Shares will however be continued to be listed and traded on BSE and NSE, having nation-wide trading terminals, and therefore delisting from CSE will not have any effect on the trading volume of your Company's Shares.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a separate Section titled Report on Corporate Governance has been included in this Annual Report. Your Directors are pleased to report that your Company is fully compliant as on March 31, 2012 with the SEBI Guidelines on Corporate Governance.

DIRECTORS Retirement by Rotation:

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vijay Bhushan and Mr. Vikram Bhartia, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting. Both the Directors are eligible and have offered themselves for re-appointment at the forthcoming AGM.

CORPORATE SOCIAL RESPONSIBILITY

As part of Corporate Social Responsibility (CSR) initiative your Company focuses primarily on education and healthcare services which are essential in promoting sustainable human development and economic growth. KEI is making donation to ISKCON Food Relief Foundation towards their mid day meals project.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Section 205A and 205C of the Companies Act, 1956, your Company has transferred the following amounts to the Investor Education and Protection Fund (IEPF):

- Rs. 60,079/- lying unclaimed / unpaid with the Company for a period of seven years after the declaration of Dividend for the financial year ended 2004-05.

UNPAID / UNCLAIMED DIVIDED

Pursuant to circular issued by Ministry of Corporate Affairs (MCA) with respect to Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 vide G.S.R. 342 (E) dated May 10, 2012, your Company will upload on its website www.kei-ind.com as well as on the Ministry's website information regarding Unpaid / Unclaimed Dividend amount lying with the company for the Financial year 2005-06 and onwards. Accordingly, the details of the unclaimed / unpaid dividend will be available on the website of the company www.kei-ind.com under section Investor Relations.

DIRECTOR'S 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

a) That in the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards had been followed;

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

c) That the directors had 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;

d) That the directors had prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis;

AUDITORS OF THE COMPANY Statutory Auditors:

M/s Jagdish Chand & Co., Chartered Accountants, auditors of the Company will retire at the conclusion of the ensuing AGM and are eligible for re-appointment as per certificate furnished by them under Section 224 (1B) of the Companies Act, 1956.

Cost Auditor:

As per the directive of Central Government pursuant to the provisions of Section 233B of the Companies Act, 1956, your Directors have re-appointed S. Chander & Associates, Cost Accountants to conduct the audit for the financial year ended March 31, 2013. Cost Audit Report for the FY 2010-11 was filed on September 21, 2011 (within the prescribed time limit).

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is as given below:

Name & Gross Qualification Experience Age Designation Remuneration (Rs. lacs)

Mr. Anil Gupta, 191.38 B.Com 31 Years 51yrs

CMD

Mr. Anil Gupta, CMD is relative of Mrs. Archana Gupta (Director) of the Company.

PARTICUALRS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO

The information as regards conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as ANNEXURE and forms an integral part of the report.

FIXED DEPOSITS

There are no overdue fixed deposits as on March 31, 2012.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for significant contribution made by employees through their dedication, hard work and commitment.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from vendors, customers, banks, financial institutions, Central and State Government bodies, dealers, and other business associates. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.

For and on behalf of the Board

Place : New Delhi (ANIL GUPTA)

Date : August 14, 2012 Chairman-cum-

Managing Director


Mar 31, 2011

To The Members

The Directors take pleasure in presenting their 19th Annual Report for the year ended March 31, 2011. Briefly stated the Financial Results of operation are: -

(Rs. In lacs)

Particulars Year ended Year ended

March 31, 2011 March 31, 2010

Sales and other income 126272.49 98789.42

Profit before interest, Depreciation and tax 9281.78 7633.27

Less: Financial Charges (Net) 5832.10 4439.60

Depreciation 1661.00 1467.64

Profit / (Loss) before tax 1788.68 1726.03

Provision for Taxation —Current Tax 363.90 298.00

—Deferred tax 366.82 0.00

Profit / (Loss) after tax 1057.96 1428.03

Add / (Less) Taxation for earlier years 2.14 4.79

Net Profit 1055.82 1423.24

Add: Balance brought forward from last year's account 11606.11 10331.98

Amount available for Appropriations 12661.93 11755.22

Appropriation:

Proposed Dividend 133.87 127.87

Provision for Taxation on Proposed Dividend 21.72 21.24

Balance Carried to Balance Sheet 12506.34 11606.11

During the year turnover of Cables was Rs. 98995.96 lacs as compared to Rs. 77341.11 lacs in 2009-10, showing strong growth @ 28%. The turnover of Stainless Steel Wire Products contributed Rs. 8713.38 lacs in 2010-11, Winding, Flexible & House Wire contributed Rs. 15733.52 lacs in 2010-11 as against Rs. 12365.64 lacs in 2009-10. During the year under review, Profit before tax and Profit after tax was Rs. 1788.68 lacs and Rs. 1057.96 lacs respectively while Net profit was Rs. 1055.82 lacs.

APPROPRIATIONS

Dividend:

During the year under review, your Directors have recommended a dividend of Rs. 0.20/- per equity share (i.e. @ 10%) on the Equity Shares of face value of Rs. 2/- each for the Financial Year ended March 31, 2011, which if approved by the members at the forthcoming Annual General Meeting, will be paid to:

- Those equity shareholders whose names appear in the register of members on September 15, 2011.

- Those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited.

Transfer to reserves and surplus:

During the year, Company has cancelled 40,00,000 Warrants due to non-exercise of conversion options by Warrant holders and forfeited Rs. 280.00 lacs received as application money against these warrants which has been transferred to Capital Reserve Account.

REVIEW OF OPERATIONS

Expansion at Chopanki Plant:

During the second half of financial year 2010-11, Company had completed expansion at its Chopanki Plant for manufacturing of Extra High Voltage (EHV) Cables ranging from 66kV to 220kV. The Company had inaugurated its Extra-High Voltage (EHV) Cable manufacturing facility at its Plant at Chopanki, Distt. Alwar Rajasthan on November 02, 2010.

This facility is under a Technical Collaboration Agreement with M/s. Brugg Kabel AG, Switzerland - a pioneer in manufacturing high voltage / extra high voltage cables - along with jointing and cable accessories up to 500kV voltage grade. The Technical Collaboration agreement will allow the Company complete know- how transfer which shall include design, testing, techniques, training of its manufacturing / design personnel in manufacturing of cables along with jointing techniques as also complete EHV system design of EHV Cables. With this technology back-up, the collaboration will also help the Company making its presence in extra high voltage segment by securing contracts from various public utilities (Central/State) as also private segment.

Engineering, Procurement and Construction (EPC):

The Company has marked its presence into Engineering, Procurement and Construction (EPC) space by bagging various prestigious orders for survey, supply of materials, erection, testing & commissioning of 33kV & 11kV substation and distribution lines in power distribution segment.

Under this segment, Company will be tapping both Government and Private Sector clients on turn-key basis however there will be more focus in Government Power Utility.

FUTURE OUTLOOK

With Company's successful venture into Extra High Voltage (EHV) Cables and presence in Engineering, Procurement and Construction (EPC) space, Company has an edge in the Cable Industry. The Company has specific tie-ups in this segment i.e. Foreign Technical Collaboration with Brugg Kabel AG, Switzerland which will help the Company to capitalize its proven presence in the Cable and EPC business.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

The Company raised USD 36,000,0000 (thirty six million) by way of allotment of 1% Foreign Currency Convertible Bonds (FCCB) due 2011 in the financial Year 2006-07. The Bond has a maturity of 5 years and one day. The conversion price has been reset downward at Rs. 71/- per share as per reset conversion clause in the terms & conditions of FCCB issue. As on March 31, 2011, 3,320 Bonds of USD 5000 each are outstanding for conversion.

The Company has duly paid the semi-annual interest payable on outstanding Bonds on respective due dates. Unless, the Bonds have been previously redeemed, repurchased and cancelled or converted, the Company shall redeem the Bonds on November 30, 2011 (the "Maturity Date”) equal to the outstanding principal amount of a Bond together with redemption premium and accrued but unpaid interest thereon to the Maturity Date. All outstanding bonds on the date of redemption would be redeemed at a price of USD 7,277 per Bond, providing a Yield to Maturity (YTM) of 8.5 % compounded semi-annually. The bonds are listed and traded at Luxembourg Stock Exchange.

EMPLOYEES STOCK OPTION SCHEME

The Company has KEI Employee Stock Option Scheme 2006 ("KEI ESOS 2006”) which was set up so as to offer and grant, for the benefit of employees (excluding promoters) of the Company, who are eligible under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, Options of the Company, in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board / Committee, in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard. The Remuneration and Compensation Committee of the Board has not granted any fresh Options during the year ended March 31, 2011.

RATING BY CARE

During the year under review, Credit Analysis & Research Ltd (CARE) has reaffirmed PR2 (equivalent to CARE A2 revised as per SEBI Circular) rating for the Commercial Paper (CP) / Short Term Debt programme of the Company and "CARE BBB ” (Triple B Plus) and PR2 (PR Two Plus) for Long Term & Short Term Bank Facilities of the Company in accordance with Basel II norms. Instrument with this rating would have adequate capacity for timely payment of short-term debt obligations. CARE has reaffirmed this rating taking into account KEI's vast experience in the cable industry, proven track record, established market position, diversified and reputed clientele and continued focus on power sector development by Government of India. Further, CARE has reaffirmed "CARE CGR 3” to the Corporate Governance practice of the Company.

REGISTRATION OF BRANDS

During the financial year Company has received Trade Mark registration for its House Wire brands viz. "Conflame” and "Banfire” from Registrar of Trade marks, Government of India. Further, Company's one of its brand name "Empower” has also been registered under Trade Marks Act, 1999.

While Company's Brand Names viz. "Conflame” and "Banfire” is our own invented Trade marks and has been derived by juxtaposition of various English words, "Empower” represents strong presence of KEI in power & other sectors. The above brand names have uniqueness and distinctive character of its own and are clearly capable of distinguishing our goods / brands from those of others.

SUPERBRAND STATUS

Your Company has been conferred with the prestigious Superbrand Status. Superbrand is a Global Standard of Brand Excellence which enables significant emotional and physical advantage over competitors. It pays tribute to world's leading brands selected by consumers and experts. It provides access to globally respected accreditation. It boosts up brand image as well as business volume and values.

INCREASE IN PAID-UP SHARE CAPITAL

During the year under review, the Share Allotment Committee of the Board at its meeting held on February 25, 2011 allotted 30,00,000 equity shares of Rs. 2/- each upon conversion of Warrants to Promoter / Promoter Group. Due to exercise of conversion of Warrants, the equity share capital of the Company increased from 12,78,74,876 to 13,38,74,876 consisting of 6,69,37,438 equity shares of Rs. 2/- each.

LISTING OF SHARES

Company's equity shares are listed at Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and The Calcutta stock Exchange Limited (CSE). As on date 30,00,000 equity shares allotted on February 25, 2011 are pending listing with CSE. The Company has also paid its up-to-date listing fees to all the stock exchanges. BSE & NSE have nation-wide trading terminals and therefore provide full liquidity to investors.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a separate Section titled Report on Corporate Governance has been included in this Annual report. Your directors are pleased to report that your Company is fully compliant as on March 31, 2011 with the SEBI Guidelines on Corporate Governance.

DIRECTORS

Retirement by Rotation:

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mrs. Archana Gupta and Mr. K.G.Somani, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting. Both the Directors are eligible and have offered themselves for re-appointment at the forthcoming AGM.

Re-appointment and increase / revision in remuneration of Executive Directors:

The Board of Directors of your Company has re-appointed Mr. Rajeev Gupta as Executive Director (Finance) for a period of 5 years w.e.f. April 01, 2011 to March 31, 2016. Further, on review of duties and responsibilities assigned to Mr. Anil Gupta, CMD and the remuneration structure prevalent in the Industry, the Board of Directors of your Company on recommendation of Remuneration & Compensation Committee have decided to increase remuneration payable to Mr. Anil Gupta w.e.f. August 01, 2011 to June 30, 2013.

DIRECTOR'S 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

a) That in the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards had been followed;

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

c) That the directors had 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;

d) That the directors had prepared the accounts for the financial year ended March 31, 2011 on a 'going concern' basis;

AUDITORS OF THE COMPANY

Statutory Auditors:

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

Cost Auditor:

As per the directive of Central Government pursuant to the provisions of Section 233B of the Companies Act, 1956, your Directors have re-appointed S. Chander & Associates, Cost Accountants to conduct the cost audit for the year ended March 31, 2012.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is as given below:

Name & Gross Qualification Experience Age Designation Remuneration (Rs.in lacs)

Mr. Anil Gupta, 129.62 B.Com 30 Years 50yrs CMD

Note: Managerial remuneration paid to Mr. Anil Gupta during financial year 2010-11 includes Rs. 32.00 Lacs paid as arrears of remuneration related to period 01.08.2009-31.03.2010 pursuant to approval received from Ministry of Corporate Affairs (MCA).

Mr. Anil Gupta, CMD is relative of Mrs. Archana Gupta (Director) of the Company.

PARTICUALRS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information as regards conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure and forms an integral part of the report.

FIXED DEPOSITS

There are no overdue fixed deposits as on March 31, 2011.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for significant contribution made by employees through their dedication, hard work and commitment.

Your Directors also acknowledge the support extended by the bankers, government agencies, shareholders and investors at large and look forward to having the same support in our endeavour to grow consistently.

For and on behalf of the Board

Place : New Delhi (ANIL GUPTA )

Date : August 08, 2011 Chairman-cum-

Managing Director


Mar 31, 2010

The Directors take pleasure in presenting their 18th Annual Report for the year ended March 31, 2010. Briefly stated the financial results of operation are: -

(Rs. in Lacs)

Particulars 01.04.09 to 01.04.08 to

31.03.10 31.03.09

Sales and other income 98789.42 108780.88

Profit before interest,

Depreciation and tax 7633.27 6208.25

Less: Financial Charges (Net) 4439.60 5661.46

Depreciation 1467.64 1157.49

Profit / (Loss) before tax 1726.03 (610.70)

Provision for Taxation

- Current Tax 298.00 1.05

- Fringe Benefit Tax - 37.00

- Deferred Tax - (882.60)

Profit / (Loss) after tax 1428.03 233.85

Add / (Less) Taxation for

earlier years (4.79) (109.17)

Net Profit 1423.24 124.68

Add: Balance brought forward

from last years account 10331.98 10349.88

Amount available for

Appropriations 11755.22 10474.56

Appropriation:

Proposed Dividend 127.87 121.87

Provision for Taxation on

Proposed Dividend 21.24 20.71

Balance Carried to

Balance Sheet 11606.11 10331.98

During the year turnover of cables was Rs.77341.11 lacs as compared to Rs. 87577.71 lacs in 2008-09. Stainless Steel Wire Products contributed Rs.5696.88 lacs in 2009-10 as compared to Rs. 7795.90 lacs in 2008-09. Winding, Flexible & House Wire contributed Rs.12365.64 lacs in 2009-10 as against Rs.7643.54 lacs in 2008-09. Profit after tax is Rs. 1428.03 lacs during 2009- 10 as compared to Rs. 233.85 lacs during 2008-09.

DIVIDEND & APPROPRIATIONS

During the year under review, your Directors have recommended a dividend of Re.0.20/- per equity share (i.e. @ 10%) on the Equity Shares of face value of Rs.2/- each for the financial year ended 31st March, 2010, which if approved by the members at the forthcoming Annual General Meeting, will be paid to:

- Those equity shareholders whose names appear in the register of members on August 28, 2010.

- Those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited.

REVIEW OF OPERATIONS

The Board of Directors of your Company on 05.01.2010, approved a foreign “Technical Collaboration” agreement with M/s Brugg Kabel AG (hereinafter referred to as Brugg), Switzerland based 110 yrs. old group to manufacture Extra High Voltage (EHV) cables ranging from 66kV/ 110kV/132kV/ 220kV at its manufacturing facilities located at Bhiwadi & Chopanki, district, Alwar, Rajasthan. M/s Brugg Kabel AG, Switzerland is a pioneer in manufacturing High Voltage / Extra High Voltage cables - along with jointing and cable accessories up to 550kV voltage grade. Besides this, Brugg specializes in turnkey systems/ design of Extra High Voltage cable projects with world over installation. With this Technical Collaboration, KEI has achieved another milestone in its growth history as now it will join the elite group of few power cable manufacturers worldwide equipped to manufacture cables beyond 66kV

The above Technical Collaboration agreement will allow KEI complete know-how transfer which shall include design, manufacturing, testing, techniques, training of its manufacturing / design personnel in manufacturing of cables along with jointing techniques as also complete EHV system design (design/ manufacture/installation/testing & commissioning) of EHV cables. With this full technology back-up, the collaboration will also help KEI in making its presence in Extra High Voltage cable segment by securing contracts from various public utilities (Central/ State) as also private segments.

With very restricted capacity presently existing in 132kV / 220kV segments (90% imports) this step taken by KEI will definitely ease the burden on imports as also bringing down the project costs.

The Company expects Commercial production of EHV Cables at its Plant at Chopanki, Dist. Alwar, Bhiwadi (Rajasthan) by September 2010.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCB)

The Company raised USD 36,000,0000 (thirty six million) by way of allotment of 1% Foreign Currency Convertible Bonds (FCCB) due 2011 in the financial Year 2006-07. The Bond has a maturity of 5 years and one day. The conversion price has been reset downward at Rs. 71/- per share as per reset conversion clause in the terms & conditions of FCCB issue. Out of 7,200 Nos. bonds of face value of USD 5,000 each, 670 Bonds were converted into equity shares of face value of Rs. 2/- each during financial year 2007-08 and 3210 Bonds were re-purchased during financial year 2008-09 & 2009-10 in accordance with RBI Circular A.P. (DIR Series) Circular No. 39 dated December 8, 2008 read with ECB Guidelines. As on March 31, 2010, 3,320 Bonds are outstanding for conversion.

The Company has duly paid the semi-annual interest payable on outstanding Bonds on respective due dates. Unless, the Bonds have been previously redeemed, repurchased and cancelled or converted, the Company shall redeem the Bonds on 30 November 2011 (the “Maturity Date”) equal to the outstanding principal amount of a Bond together with redemption premium and accrued but unpaid interest thereon to the Maturity Date. All outstanding bonds on the date of redemption would be redeemed at a price of USD 7,277 per Bond, providing a Yield to Maturity (YTM) of 8.5 % compounded semi-annually. The bonds are listed and traded at Luxembourg Stock Exchange.

GLOBAL DEPOSITORY RECEIPTS (GDR)

The Global Depository Receipts (GDR) issued by the Company are listed and traded at Luxembourg Stock Exchange. As on March 31, 2010 total outstanding GDR is 500 representing same number of equity shares of Rs.2/- each.

EMPLOYEES STOCK OPTION SCHEME

The Company has KEI Employee Stock Option Scheme 2006 (“KEI ESOS 2006”) which was set up so as to offer and grant, for the benefit of employees (excluding promoters) of the Company, who are eligible under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, Options of the Company, in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board / Committee, in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.

The Remuneration and Compensation Committee of the Board has not granted any fresh Options during the year ended March 31, 2010. Total Options outstanding as on March 31, 2010 is NIL

Details of Options granted under KEI ESOS 2006 are annexed to this report in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and any modifications thereto as Annexure A.

RATING BY CARE

During the year under review Credit Analysis & Research Ltd (CARE) has assigned PR2+ (PR Two Plus) rating to the

Commercial Paper (CP) / Short Term Debt programme of the Company and "CARE CGR 3” to the Corporate Governance practice of the Company. Further, CARE has assigned “CARE BBB+" (Triple B Plus) and ‘PR 2+ (PR Two Plus) rating to the Long Term & Short Term Bank Facilities of the Company in accordance with Basel II norms. Instrument with this rating would have adequate capacity for timely payment of short-term debt obligations. CARE has assigned this rating taking into account KEIs vast experience in the cable industry, proven track record, established market position, diversified and reputed clientele and continued focus on power sector development by Government of India.

NEW LOGO

Over a period of years KEI brand has become stronger and is seen as benchmark in the Cable Industry.

The logo identity created by KEI is unique. This unique logo of KEI

has become the face of the wires and cables manufacturer. Slightly tilted, the stylish yet classy logo signifies the inclination of the organization towards a brighter future. The colour selection of logo indicates the values KEI abides by - unity, trust, truth and loyalty. The curved ‘E of KEI connotes the basic structure of a cable, emphasizing its position in the wire and cable industry. Finally, the light streak in the logo suggests the power to empower millions of lives.

Companys new logo is registered in the Trade Mark Registry by Registrar of Trade Marks, Government of India under Trade Marks Act, 1999.

FUTURE OUTLOOK

Gearing up for the pickup in industrial and infrastructure activity in the country, the Company plans to capitalize on the opportunities by leveraging its increased capacities, EHV cables manufacturing capabilities, its proven presence in the EPC space, its brand equity, visibility and recall for growing its domestic retail business and lastly spreading its wings in newer international markets.

INCREASE IN PAID-UP SHARE CAPITAL

During the year under review, the Share Allotment Committee of the Board at its meeting held on March 30, 2010 allotted 30,00,000 equity shares of Rs.2/- each upon conversion of Warrants to Promoter / Promoter Group. Due to exercise of conversion of Warrants, the equity share capital of the Company increased from Rs. 121,874,876 to Rs. 127,874,876 consisting of 63,937,438 equity shares of Rs.2/- each.

LISTING OF SHARES

Companys 63,937,438 equity shares of Rs.2/- each are listed at Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and The Calcutta stock Exchange Limited (CSE). The Company has also paid its up-to-date listing fees to all the stock exchanges. BSE & NSE have nation-wide trading terminals and therefore provide full liquidity to investors. The Companys equity shares are in compulsory dematerialization form. As on March 31, 2010, 94.47% of the equity shares are held in Demat form.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a separate section titled Report on Corporate Governance has been included in this annual report. Your directors are pleased to report that your Company is fully compliant as on 31st March, 2010 with the SEBI Guidelines on Corporate Governance.

DIRECTORS

Retirement by Rotation

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajeev Gupta and Mr. Pawan Bholusaria, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting. Both the Directors are eligible and have offered themselves for re- appointment at the forthcoming AGM.

Increase / revision of remuneration of Executive Director

On review of duties and responsibilities assigned to Mr. Anil Gupta, CMD and looking to the time devoted by him, the Board of Directors of your Company on recommendation of Remuneration & Compensation Committee have decided to increase remuneration payable to him w.e.f. August 01, 2010 to June 30, 2013.

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

a) That in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed;

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

c) That the directors had 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.

d) That the directors had prepared the accounts for the financial year ended 31st March, 2010 on a ‘going concern basis.

FIXED DEPOSITS

There are no overdue fixed deposits as on 31st March, 2010.

AUDITORS

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

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is as given below:

Name Designation Gross Remuneration Qualification Experience Date of joining Age

Anil Gupta CMD Rs. 4478477 B.Com 29 Years 31.12.92 49 yrs

Rajeev Gupta ED (Finance) Rs. 3021560 Chartered 17 Years 14.12.93 45 yrs Accountant

Rakesh CEO (EPC) Rs.271975* M. Tech. 21 Years 02.03.2010 45 yrs Markhedkar

Mr. Anil Gupta, CMD is relative of Mrs. Archana Gupta (Director) of the Company. * Salary paid for part of the financial year.

PARTICUALRS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO:

The information as regards conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure B and forms an integral part of the report.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for significant contribution made by employees through their dedication, hard work and commitment.

Your Directors also acknowledge the support extended by the bankers, government agencies, shareholders and investors at large and look forward to having the same support in our endeavour to grow consistently.

For and on behalf of the Board

Place : New Delhi

(ANIL GUPTA )

Date : July 26, 2010 Chairman-cum-

Managing Director

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