Mar 31, 2018
Dear Members,
The Directors have pleasure in presenting the 27thAnnual Report of your company together with the audited statement of accounts for financial year ended March 31, 2018.
FINANCIAL HIGHLIGHTS (Rs. in Lacs)
Particulars |
FY 2017-18 |
FY 2016-17 |
Revenue from Operations |
36,537.88 |
32,340.92 |
Other Income |
175.65 |
213.27 |
Total Income |
36,713.53 |
32,554.19 |
Operating Expenditure |
32,992.16 |
29,034.09 |
Profit before interest, tax and depreciation (PBITD) |
3,721.37 |
3,520.10 |
Finance Cost |
2,293.97 |
2,213.75 |
Depreciation |
506.04 |
521.26 |
Profit before tax (PBT) |
921.36 |
785.09 |
Provision for Tax |
295.17 |
267.90 |
Other Comprehensive Income |
(1.96) |
(6.80) |
Profit after Tax (PAT) |
624.23 |
510.39 |
Profit brought forward from previous year |
5,533.56 |
5,023.18 |
Profit available for appropriations |
6,157.79 |
5,533.56 |
Appropriations: |
||
Transferred to General Reserve |
- |
- |
Profit carried forward |
6,157.79 |
5,533.56 |
COMPANYâS PERFORMANCE/STATE OF COMPANYâS AFFAIRS
During the year under review, your companyâs total revenue stood at Rs.36,713.53 lacs as against Rs.32,554.19 lacs in the previous year. Your Company earned Profit Before Interest, Tax and Depreciation of Rs.3,721.37 lacs as against a PBITDA of Rs.3,520.10 lacs in the previous year. The interest cost was Rs.2,293.97 lac as against Rs.2,213.75 lacs in the previous year. The finance cost includes the Preference Share Dividend and tax thereon as and when approved and declared in Annual General Meeting (AGM). Preference Dividend paid in F.Y. 2016-17 was Rs.19.26 lacs and in the FY 2017-18 was Rs.16.86 lacs.
Your company earned profit after tax for the year of Rs.624.23 lacs as against a PAT of Rs.510.39 lacs earned in the previous year.
FY 2017-18 was a very eventful year with the economy settling down during the latter half of the fiscal post the effects of demonetization and GST implementation. The year also witnessed a lot of infrastructure push from the government. A lot of projects in the Railways, Metro rails, Power, Roads, Oil Refineries and other infrastructure & related sectors were undertaken. With infrastructure being the focus area, demand for your companyâs products is expected to rise. This is also apparent from the financial performance for the year with your companyâs top line growing by about 13% and bottom line growing by over 22%. It would be prudent to bring to your notice that the companyâs Finance cost has not increased in tandem with the top line, showing the results of managementâs efforts in controlling the same. Also, the capacity utilization has been gradually improving over the years and we remain confident of further improvement in the same during the next fiscal.
Newly added prestigious export/domestic clients
Your company received a prestigious approval from a Gulf Oil major making it eligible for bidding for Instrumentation & Control, Fiber Optics & LV Power distribution cables for all ongoing and upcoming projects of the said Gulf based Oil major. Your company has historically exported its products to about 45 countries and is confident of leveraging its experience to build upon this opportunity.
During the year, your Company was successful in adding new clients which includes names such as ANDRITZ TECHNOLOGIES PVT LTD, Asian Fine Cement Pvt. Ltd., Atlas Cop co (India) Ltd, DCM SHRIRAM LTD., Rolls Royce System, ONGC TRIPURA POWER COMPANY LIMITED, SHRIRAM EPC LIMITED etc. and it has also been able to maintain its relationship and garner regular business from existing clients like L&T, Siemens, EIL, NTPC, BHEL etc.
Your Companyâs current focus is on increasing its business from the Hydrocarbons, Freight Corridor, Smart Cities Mission, Railway signalling and Protection systems and Infrastructure projects.
CAPITAL STRUCTURE
During the Financial Year under review, Company has not issued any Equity/ Preference shares to its shareholders.
The Authorised Capital of the Company is Rs.17,10,00,000/ - (Rupees Seventeen Crores Ten Lakhs Only) divided into no(s) 1,35,00,000 (One Crore Thirty Five Lacs) Equity Shares of Rs.10/- (Rupees Ten) each and no(s) 3,60,000 (Three Lacs Sixty Thousand) Non Convertible Cumulative Redeemable Preference Share of Rs.100/- (Rupees Hundred) each.
Also, the Issued, Subscribed and paid up share capital of the Company is Rs.14,52,77,800/- (Rupees Fourteen Crores Fifty Two Lakhs Seventy Seven Thousand Eight Hundred only) divided into no(s) 1,29,27,780 (One crore Twenty Nine Lakh Twenty Seven Thousand Seven Hundred and Eighty only) Equity shares of Rs.10/- (Rupees Ten) each and no(s) 1,60,000 (One Lakh Sixty Thousand) NonConvertible Cumulative redeemable Preference Shares of Rs.100/- each fully paid.
APPROPRIATIONS:
a) Transfer to Reserves
During the Financial year ended on March 31, 2018, no amount has been transferred to General Reserves of the company.
b) Dividend
Dividend @ 10% p.a. on No(s) 1,60,000 Non Convertible Cumulative Redeemable Preference Shares of Rs.100 each fully paid up for the FY ended on March 31, 2018 is recommended. These shares are not listed on any stock exchanges.
The Board of Directors, after duly considering the requirement of funds for Working Capital and repayment of loan instalments, have not recommended any dividend on equity shares for the year under review in view to further strengthen the financial position of your Company.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year ended March 31, 2018.
PARTICULARS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
As on date of this report, your company does not have any subsidiary, joint ventures and Associate Company Further, during the period under review no company become or ceased to be its subsidiaries, joint venture or Associate Company
LISTING OF SHARES
The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2018-19 has already been paid to the stock exchanges.
ISO CERTIFICATES
Your company is to be awarded the globally recognized prestigious ISO 9001: 2015, ISO 14001:2004 and BS OHSAS 18001:2007 Certification, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.
CREDIT RATING
Credit Analysis and Research Ltd. (CARE Ratings) upgraded the credit ratings for companyâs long term / short term bank facilities from CARE BBB-; Stable/CARE A3 (Triple B Minus: Outlook: Stable/A Three) to CARE BBB; Stable/CARE A3 (Triple B /A Three) respectively.
DETAILS OF ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
During the period under review, no material order has been passed by any regulator or court excepting to the extent as may be mentioned in the Notes to Accounts attached to the Financial Statements forming part of the Annual Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of the applicable provisions of the Act and the Articles of Association of the Company, Mr. Sanjeev Kumar (DIN: 07178759), Whole Time Director of the company shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. Brief resume and other details of Mr. Sanjeev Kumar, who is proposed to be re-appointed as a Director of your company, have been furnished in the Explanatory Statement to the Notice of the ensuing Annual General Meeting. The Board recommends his appointment.
All Independent Directors have given declarations under section 149 (7) of Companies act, 2013, that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements), 2015 and there has been no change in the circumstances which may affect their status as independent director during the year. The Independent directors had no pecuniary relationship or transactions with the Company
The Company has received Form DIR- 8 from all Directors pursuant to Section 164(2) and Rule 14 (1) of Companies (Appointment and Qualification of Directors) Rules, 2014.
Key Managerial Personnel (KMP):
In term of Section 2(51) and Section 203 of the Companyâs Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following persons are the Key Managerial Personnel (KMP) of the Company:
- Mr. Naveen Sawhney (Managing Director),
- Mr. Sanjeev Kumar (Whole Time Director),
- Mr. Manoj Kumar Gupta (Chief Financial Officer) and
- Ms. Garima Pant (Company Secretary)
Remuneration and other details of the said Key Managerial Personnel for the financial year ended March 31, 2018 are mentioned in Form MGT -9 (Extract of Annual Return) which is attached as annexure to the Board Report.
Declaration from Independent Director(s)
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed in the Act and the Listing Regulations.
In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made there under and Listing Regulations and are independent of the management.
BOARD AND ITS COMMITTEES
The Board of Directors of your Company had already constituted various Committees in Compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Committee of Directors and Corporate Social Responsibility (CSR) Committee.
In accordance with the provisions of the erstwhile Clause 49 of the Listing Agreement, the Board had voluntarily constituted Risk Management Committee.
All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference/ role of the committees are taken by the Board of Directors.
Details of the role and composition of these committees, including the numbers of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During FY 2017-18, 5 (Five) meetings of the Board of Directors were held. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, mandate that the Board shall monitor and review the Board evaluation framework.
According to this framework, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committees. The manner in which such performance evaluation was carried out is as under:
The performance evaluation framework is in place to seek the response of Directors on the evaluation of the entire board and individual directors. The Nomination and Remuneration Committee carries out evaluation of Directorâs performance.
The performance of the Board and Individual Directors was evaluated by the Board seeking input from all Directors. The performance of Committees was evaluated by the Board seeking input from the Committee Members. The Nomination and Remuneration Committee reviews the performance of the Individual Directors. A separate meeting of the Independent Directors was also held to review the performance of non-independent Directors; performance of the Board as a whole and performance of the Chairman of the company, taking into account the views of executive as well as non-executive Directors.
The criteria of evaluation of Board includes mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board is based on the criteria laid down by Nomination and Remuneration Committee which includes attendance, contribution at the meetings and otherwise, independent judgement, adherence to Code of Conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system, etc.
DIRECTORSâ RESPONSIBILITY STATEMENT
Your Directors make the following statement in term of Section 134 of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:
a) that in the preparation of the annual accounts for the Financial Year ended March 31, 2018, the applicable accounting standards were followed, along with proper explanation relating to material departures;
b) that appropriate accounting policies were selected and applied consistently and judgments and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the company for the financial year ended on March 31, 2018;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;
d) that the annual accounts for the financial year ended on March 31, 2018 have been prepared on a going concern basis;
e) that the directors have laid down internal financial controls which were followed by the company and that such internal financial controls are adequate and are operating effectively; and
f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems, established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2017-18.
INDEPENDENT DIRECTORSâ MEETING
During the year under review, the Independent Directors of the company met on February 14, 2018 without the presence of the Executive Directors or management personnel, inter-alia, to discuss:
- Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole;
- Evaluation of performance of Chairman of the Company, taking into views of Executive and Non Executive Directors;
- Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
In compliance with the requirements of SEBI Listing Regulations, your Company has put in place a Familiarization Program for Independent Directors to familiarize them with their role, rights and responsibility as Directors and to provide insights into the Companyâs business to enable them contribute significantly to its success. The Executive Directors and Senior Management make presentations periodically to familiarize the Independent Directors with the overall strategy, operations and functions of the Company.
The details of familiarisation programmes imparted to independent directors have been posted on the website of the Company (http://cordscable.com/cordscable/ corporate.php).
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Nomination and Remuneration Committee (âNRCâ) of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive Directors of the Company. The same was approved by the Board of Directors.
The NRC takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages. Further, the compensation package of the Directors, Key Managerial Personnel, Senior Management and other employees is designed based on the set of principles enumerated in the said policy.
Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Remuneration Policy of your Company. The Remuneration details of the Directors, Chief Financial Officer and Company Secretary, along with details of ratio of remuneration of each Director to the median remuneration of employees of the Company for the FY under review are provided as Annexure - 1.
The Remuneration Policy of your Company can be viewed at the following link: http://cordscable.com/cordscable/ corporate.php.
CORPORATE GOVERNANCE
Your company has put in place an effective Corporate Governance system which ensures that provisions of the Act and Listing Regulations are duly complied with, not only in form but also in substance. A detailed Report on Corporate Governance together with the Auditorsâ Certificate on its compliance, forms part of the Annual Report as Annexure-2.
Certificate from M/s Gupta Gulshan & Associates, Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) and Schedule V of SEBI (Listing Obligation and Disclosure Requirements), 2015 has been obtained and is annexed at the end of Corporate Governance Report. Also declaration signed by the Managing Director stating that the members of the Board of Directors and Senior management personnel have affirmed the compliance with code of conduct of the Board of Directors and Senior Management is forms part of this report. The code can be viewed at the following link: http:/ /cordscable.com/cordscable/media/policies/Code-of-Conduct-for-Directors-Management-Team.pdf
The extract of annual return in Form MGT 9 as required under Section 92 of Companies Act, 2013 read with rule made there under is appended as an annexure to this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion & Analysis Report, as stipulated under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements), 2015, forms an integral part of this report and gives details of the overall industry structure, performance and state of affairs of your companyâs business, risk management systems and other material developments during the FY under review.
EXTRACT OF THE ANNUAL RETURN
Annual return of the company has been placed at the web address http://www.cordscable.com/cordscable/ cordscablesindustries.php. An extract of the Annual Return in Form No. MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure - 3.
DEPOSITS FROM PUBLIC
Your Company has neither accepted nor renewed any deposits during FY 2017-18 in terms of Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the FY 2017-18, all contracts / arrangements / transactions entered into by your Company with related parties under Section 188 of Companies Act, 2013 were in the ordinary course of the business and on armâs length basis. No Material Related Party Transactions i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Thus, there are no transactions required to be reported in Form AOC -2. Also, during the FY 2017-18, there were no materially significant related party transactions entered into by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which might have potential conflict with the interest of the Company at large.
Further, the related party transactions attracting the compliance under Section 177 of the Companies Act, 2013 and/or SEBI Listing Regulations were placed before the Audit Committee on quarterly basis for necessary approval/review. Also a statement of all related party transactions entered was presented before the Audit Committee on quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions.
During the period under review Related Party transactions were also disclosed to the Board on regular basis as per Ind AS-24. Details of related party transactions as per Ind AS- 24 may be referred to in Note 29 (D) of the Financial Statement.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link: http://cordscable.com/cordscable/corporate.php.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rule, 2016 (âRuleâ) all shares on which dividend has not been paid or claimed for Seven consecutive years or more shall be transferred to the DEMAT Account of IEPF Authority after complying with the procedure laid down under the Rules.
During the FY under review, your Company has transferred unpaid / unclaimed dividend amounting to Rs.58,748/-(Rupees Fifty Eight Thousand Seven Hundred and Forty Eight only) for FY 2009- 10 along with relevant shares to Investor Education and Protection Fund (IEPF) of the Central Government of India. This amount was lying as unpaid/unclaimed dividend amount with the IDBI Bank for a period of seven years from the date they became due for payment.
Also, pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 26, 2017 (date of last Annual General Meeting) on the Companyâs website (http:// cordscable.com/cordscable/corporate.php), as also on the Ministry of Corporate Affairsâ website.
In terms of Rule 6 (5) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 your company has transferred 10,159 equity shares to the said fund.
MATERIAL CHANGES AND COMMITMENTS
No material changes and / or commitments affecting the financial position of your company has occurred between April 01, 2018 and the date of signing of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 of COMPANIES ACT, 2013.
During the financial year ended on March 31, 2018, Company has not given any loan, investments and guarantees made/given by the Company pursuant to provisions of Section 186 of Companies Act, 2013.
RISK MANAGEMENT POLICY
Risk management policy commensurate with its size and nature of business is developed and implemented by the company and discussed by the board from time to time while it reviews the business operations. Policy is primarily developed with a view to identify the risk element which may threaten the existence of the company. The policy provides a reasonable assurance in respect of providing financial and operational risk in respect of business of the company, complying with applicable statutes and safeguarding of assets of the Company.
In the opinion of board; any element which may threaten the existence of your company does not exist as on date of report and do not consider that such element may arise in future.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
Your Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour and is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct.
Accordingly, the Board of Directors has formulated a mechanism called "Whistle Blower Policy" for employees to report to the management instances of unethical behaviour, actual or suspected fraud/corruption or violation of the Company''s code of conduct or ethics policy
In staying true to our values of Strength, Performance, and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and Stakeholder responsibility.
The procedure "Vigil Mechanism / Whistle Blower Policy" ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for genuinely raised concern.
The Company has in place a Vigil Mechanism i.e. whistle blower policy to deal with unethical behaviour, victimization, fraud and other grievances or concerns, if any. The aforementioned Whistle blower policy can be accessed on the Company''s website: http:// cordscable.com/cordscable/corporate.php.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board, upon the recommendation of the CSR Committee, adopted CSR Policy and initiated its implementation. The CSR policy of the company primarily covers the activities related to education, health and other general activities permitted under the Companies Act. The CSR Policy is available on the Companyâs website (URL: www.cordscable.com).During the period under consideration, the company had to spent an overall amount of Rs.21.42 Lacs (Rs. 7.23 Lacs for the F. Y. 2017-18 Rs. 14.19 Lacs i.e. unspent amount of last yearâs) towards CSR activity. Thought the company had intended to spend entire CSR Budget during this year but in order to meet the requirement of funds for working capital and repayment of loan instalments, company could not spend the entire amount in the CSR activities during the finance year 20172018. However, efforts shall be made to contribute towards CSR activities during F.Y. 2018-19.
The details pertaining to composition of CSR Committee are included in the Corporate Governance Report, which forms part of this Annual Report. The Annual Report on CSR activities is annexed as Annexure - 4.
INSIDER TRADING CODE
In Compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (âthe PIT Regulationsâ) on prevention of insider trading, your company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated persons have confirmed compliance with the Code.
DISCLOSURE FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company believes in providing a safe and harassment free workplace for every woman working with the company. The Company endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.
The company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment as per applicable provisions.
As on date of this report, Internal Complaints Committee has not received any complaint pertaining to sexual harassment and no complaint is pending for disposal before the Committee.
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 details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this Annual Report. Board of your Company has accepted all recommendations of the Audit Committee.
AUDITORS AND AUDITORâS REPORT
Statutory Auditors
The Members of the Company had, at the 25th Annual General Meeting (AGM) held on September 30, 2016, approved the appointment of M/s Alok Misra & Co., Chartered Accountant firm (FRN 018734N) as the Statutory Auditor of the company to hold the office from the conclusion of 25th Annual General Meeting until the conclusion of 30th Annual General Meeting at the remuneration of Rs.6 Lacs p.a. plus Taxes as applicable.
The Statutory Auditors have submitted a certificate confirming their eligibility under Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act. Further, the company has also received declaration from the Auditors that they are not disqualified for such appointment/ reappointment under the said act.
In terms of the provisions of Section 139 (1) of the Companies Act, 2013 it was required to ratify the appointment of Statutory Auditor every year by the Shareholders of the Company during the tenure of appointment. Further, due to notification of some of the provisions of Companies (Amendment) Act, 2017 on May 07, 2018, the requirement of ratification of appointment of Statutory Auditors by member has been done away with.
Hence, it is no longer required to ratify the appointment of statutory Auditor at every Annual General Meeting by the members of the Company
Statutory Auditorsâ Report
The Auditors Report to the members on the Financial Statement of the company for the financial year ended on March 31, 2018 does not contain any qualifications, reservations or adverse remarks. The observations of statutory Auditors in their report read with relevant Notes to Accounts are self explanatory and therefore do not require further comments.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.
Cost AUDITORS
The Board, on the recommendation of Audit Committee, has appointed M/s S. Chander & Associates, Cost Accountants (Firm Regn. No. 100105), who has given their consent in writing to act as the Cost Auditor of the Company for the FY ending March 31, 2018 at a remuneration of Rs.1.07 Lacs p.a. plus taxes as applicable and out of pocket expenses incurred in connection with the aforesaid audit. Since the remuneration payable to the Cost Auditor is required to be ratified by the shareholders, the Board recommends the same for approval by members at ensuing AGM.
Your company is required to maintain Cost Records as specified by the Central Government in accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, and accordingly such accounts and records are made and maintained. The Cost Auditors will submit their report for the FY 2017-18 on or before the due date.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Gupta Gulshan & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the financial year ended on March 31st, 2018 at a remuneration of Rs.1.50 Lacs p.a. plus taxes as applicable and out of pocket expenses incurred in connection with the aforesaid audit.
Secretarial Audit Report
Pursuant to Section 204 of the Companies Act, 2013, and Rules made there under, a Secretarial Audit Report for the FY 2017-18 in Form MR 3 given by M/s. Gupta Gulshan & Associates, Company Secretary in practice is attached as Annexure- 5 with this report. Regarding observations of the secretarial auditors the board submits following comments:
Regarding non-filing of form MGT-14 by the company it is submitted that the Company is in the process to submit the said form. Section 117 of the Companies Act, 2013 as amended is notified w.e.f. 07.05.2018, however the revised e-form is still not made available at the MCA portal It is also submitted that an E- ticket has already been raised in MCA Service desk in this regard and suitable action will be initiated as and when E- Form made available for filling as per the amended provisions of section 117 of the Companies Act, 2013. The company shall submit the form once revised form is made available for e-filing.
The delay in transfer of shares in IEPF (Investor Education and Protection Fund) has been occurred due to some issues raised by the shareholders to whom notices were issued in respect of shares on which amount of dividend was unclaimed.
Regarding CSR contribution, it is submitted that to meet the requirement of funds for Working Capital and repayment of loan instalments, the company could not spend the amount in the CSR activities during the financial year 2017-2018. However, efforts shall be made to contribute towards CSR activities during F.Y. 2018-19.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Control System of the Company has been devised through its extensive experience that ensures control over various functions of its business. The Company practices Quality Management System for Design, Planning, Production and Marketing. Periodic audits conducted by Internal Auditors and Statutory Auditors provide means whereby any weakness, whether financial or otherwise, is identified and rectified in time. The details in respect of internal financial control and their adequacy are also included in the Management Discussion and Analysis, which forms part of this report.
HUMAN RESOURCES
Our relations with the employees remained cordial. Your Directors would like to place on records their appreciation of the commitment and efficient services rendered by all employees of the company, without whose whole hearted efforts, the overall satisfactory performance of the company would not have been possible.
PARTICULARS OF EMPLOYEES
Details containing the name and other particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure - 1 to the Boardâs Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of Board of Directors and General Meetings respectively.
ELECTRONIC FILLING
The Company is also periodically uploading Annual Reports, Financial Results, Shareholding Pattern etc on its website viz. www.cordscable.com within the prescribed time limit.
MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION
Chief Financial Officer has given a certificate to the Board as contemplated under Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements), 2015, provided in a separate section as Annexure - 6 and forms part of this Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The information regarding conservation of energy and technology absorption is annexed herewith as Annexure-7.
FOREIGN EXCHANGE EARNING AND OUTGO
(a) |
Activities relating to export, initiatives taken to increase exports, development of new export markets for products and export plans |
During the year under review, the Companyâs products were exported mainly to Middle-East countries. Company participated in Exhibitions, Technical Seminars & Conferences in foreign countries for promotion of its products. Efforts continue to enlarge the geographical reach on export market in order to maximize foreign exchange inflow and every effort made to minimize the foreign exchange outflow. |
(b) |
Total Foreign Exchange used & earned: |
|
Earnings |
Rs.621.75 Lacs |
|
Outgo |
Rs.186.99 Lacs |
STATUTORY DISCLOSURES
Your Directors state that there being no transactions with respect to following items during FY under review, no disclosure or reporting is required in respect of the same:
1. Deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of your Company under any scheme, save and except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Director of your Company receives any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
6. Buy back of shares.
AWARDS AND RECONGNITIONS
During the FY under review, your company received following awards/recognitions which are listed below:
- Certificate of membership from FieldComm Group.
- Awarded 3 bulk contracts towards designing, engineering & supplying of Fire Resistant Signal Cables, Conventional Type Instrumentation Cables and Power Cables to be used in the Hydrocarbon sector in the states of Haryana, Assam and Gujarat. The combined total estimated value of the said contracts is Rs.40 crore.
- Registered and prequalified with an Arabian/Persian Gulf based Oil major. This approval is expected to give boost to its Exports and further enhance companyâs revenue contribution from the Hydrocarbon sector from throughout the GCC (Gulf Cooperation Council) member states.
This registration will allow Cords Cable Industries to supply following types of Cables:
a. Instrumentation & Control
b. Fiber Optics
c. LV Power distribution
With this development, Cords Cable Industries Limited shall now be eligible for bidding in the above product categories for all ongoing and upcoming projects of the said Gulf based Oil major.
- Awarded a prestigious contract for supply of Signal Cables including Fire Resistant - Gas Detector Signal Cables, Alarm Cables and Control Cables to be used in Polymer Addition Project towards Hydrocarbon sector in the state of Punjab (India). The total estimated value of the said contract is Rs.47.20 crore (inclusive of GST). In accordance to the delivery schedule, supply of cables is to be completed before February, 2019.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the Green Initiative in Corporate Governance introduce by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, your company started a sustainability initiative with the aim of going green and minimizing its impact on the environment.
Your Company sincerely appreciates shareholders who have contributed towards furtherance of Green Initiative. We further appeal to other shareholders to contribute towards furtherance of Green Initiative by opting for electronic communication.
Electronic copies of the Annual Report 2017-18 and Notice of the 27th Annual General Meeting are sent to all members whose email addresses are registered with the company/ Depository participants. For members who have not registered their email addresses, physical copies of Annual Reports 2017-18 and Notice of the 27th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to Company Secretary.
The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. This is pursuant to section 108 of Companies Act, 2013 and Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice.
The Company is also periodically uploading Annual Reports, Financial Results and Shareholding Pattern etc. on its website viz. www.cordscable.com within the prescribed time limit.
ACKNOWLEDGEMENT
The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work of employees and the cooperation, assistance and confidence extended by Banks, Financial Institutions, Securities and Exchange Board of India, Government authorities, Statutory authorities, customers, suppliers and shareholders of the Company and further looks forward to each onesâ continued support and co-operation in future as well.
ON BEHALF OF THE BOARD OF DIRECTORS
Naveen Sawhney Sanjeev Kumar
Managing Director Whole Time Director
DIN :00893704 DIN :07178759
New Delhi
August 13, 2018
Mar 31, 2016
Dear Shareholders
The Directors have pleasure in presenting the 25th Annual Report of your company together with the audited financial statements for the financial year ended March 31, 2016.
FINANCIAL RESULTS (Amount in Rs.)
Particulars |
FY 2015-16 |
FY 2014-15 |
Revenue from Operations |
2,83,32,70,311 |
2,65,02,69,742 |
Other Income |
1,88,92,700 |
1,91,46,523 |
Total Income |
2,85,21,63,011 |
2,66,94,16,266 |
Operating Expenditure |
2,54,05,82,402 |
2,37,74,22,561 |
Profit before interest, tax and depreciation (PBITD) |
31,15,80,608 |
29,19,93,704 |
Finance Cost |
20,86,75,223 |
19,98,68,201 |
Depreciation |
541,67,386 |
5,41,12,567 |
Profit before tax (PBT) |
487,37,999 |
3,80,12,936 |
Provision for Tax |
1,76,79,473 |
1,09,92,678 |
Profit after Tax (PAT) |
3,10,58,526 |
2,70,20,258 |
Profit brought forward from previous year |
47,84,57,397 |
45,33,57,139 |
Profit available for appropriations |
50,95,15,923 |
48,03,77,397 |
Appropriations: |
||
Proposed Dividend (Preference Dividend) |
16,00,000 |
16,00,000 |
Corporate Dividend Tax |
3,26,160 |
3,20,000 |
Transferred to General Reserve |
- |
- |
Profit carried forward |
50,75,89,763 |
47,84,57,397 |
COMPANYâS PERFORMANCE/STATE OF COMPANYâS AFFAIRS
During the year under review, your company''s total revenue stood at Rs. 2,85,21,63,011/- as against Rs. 2,66,94,16,266/- in the previous year. Your Company earned profit before interest, tax and depreciation of Rs. 31,15,80,608/- as against PBITDA of Rs. 29,19,93,704/- in the previous year. The finance cost was Rs. 20,86,75,223/as against Rs. 19,98,68,201/- in the previous year.
Your company earned profit after tax for the year of Rs. 3,10,58,526/- as against a PAT of Rs. 2,70,20,258/- earned in the previous year. Even though your company witnessed a jump in its Profits in FY''15-16 vis-a-vis FY''14-15, yet your company earned inadequate profits in the fiscal in respect of the remuneration payable to its managerial person(s). Major reason for earning inadequate profits in the year had been the inability of the company in producing the desirable projected volumes in the fiscal due to which its revenues saw a growth of just under 7% in FY''15-16.
Your Company has been earning profits in its operations since inception. However, the overall economy as a whole affected the profitability of the Company. Also, general worldwide economic slowdown had also adversely resulted in inadequate profits during the financial year 2015-16. During past few years due to overall adverse economic environment around the country, the investments in new projects were put on hold by most of the companies The increase in the net sales was not at par with the expectations marginally due to lower than expected realizations, delayed and slow pick-up of the finished goods by the customers and consequently the profits were further impacted. Nevertheless, since your Company is engaged in cable manufacturing products used in projects hence demand is likely to increase significantly as Government of India has focused again on infra projects and approvals and investments in new projects will entail higher turnover of the Company which will ultimately increase the profitability of the Company. Also, your company has been continuously working upon achieving better efficiencies, cutting costs at every stage of production, better preventive maintenance, making product mix having higher contribution and achieving higher production so that your company can achieve the scale of economy and maintain higher margin of
profit. Expectation of your company in terms of increase in its profits is in line with the increase in its activity and market penetration in the potential foreseeable improving macroeconomic scenario in the country. Further, interest rates are likely to soften in near future and your company is expected to save significantly on its interest outgoes.
ISSUE OF EQUITY SHARES
During the year under review, your Company has made allotment of 15,00,000 equity shares of Rs . 10 each at a price of Rs 43 per equity share on a preferential basis in accordance with Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the âSEBI Regulationsâ), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 42 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 (the âIssueâ). The Company had issued Private Placement Offer Letter dated January 25, 2016 and the application form for the Issue (collectively referred to as the âPrivate Placement Offer Letterâ).
CAPITAL STRUCTURE
The Company has raised funds by issuance of further share capital on preferential basis . In order to carry out the said fund raising it is necessary to increase the Authorized Capital of the Company from present Rs 15.60.00.000/- to Rs. 17,10,00,00/-, as the present authorized capital was not sufficient for issuance of the said capital on preferential basis Hence, the board of directors of the Company (Board), vide its resolution dated January 01, 2016 has proposed to increase the authorized share capital of the Company which was subsequently approved by Shareholders in their meeting held on January 29, 2016. The new Clause V of Memorandum of Association consist of:
The Authorized Capital of the Company is Rs 17.10.00.000/- (Rupees Seventeen Crores Ten Lakhs Only) divided into 1,35,00,000 (One Crore Thirty Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 3,60,000 (Three Lacs Sixty Thousand) Preference Share of Rs.100/- (Rupees Hundred) each.
APPROPRIATIONS:
a) Transfer to Reserves
During the Financial year ended on March 31, 2016, no amount has been transferred to reserves .
b) Dividend
Your Directors has recommend, dividend @ 10% on 1,60,000 Non convertible, cumulative, preference shares of Rupees 100/- each. The Board of Directors, after duly considering the requirement of funds for Working Capital and repayment of loan installments, have not recommended any dividend on equity shares for the year under review in view to further strengthen the financial position of your Company.
HUMAN RESOURCES
Our relations with the employees are very cordial . Your Directors would like to place on record their appreciation of the commitment and efficient services rendered by all employees of the company, without whose whole hearted efforts, the overall satisfactory performance of the company would not have been possible .
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205A and 205C of the Companies Act, 1956, your Company has transferred Rs. 39,842/- (Rupees Thirty Nine Thousand Eight Hundred and Forty Two only) to the Investor Education and Protection Fund, during the year 2015-16. This amount was lying as unpaid / unclaimed dividend with Axis Bank for a period of seven years from the date they became due for payment
Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 30, 2015 (date of last Annual General Meeting) on the Company''s website (www.cordscable.com), as also on the Ministry of Corporate Affairs'' website .
Your Directors draw attention of the members to Note xiv of General Shareholder Information to the corporate governance report which sets out information relating to outstanding dividend accounts and the dates by which dividend can be claimed by the shareholders .
LISTING OF SHARES
The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2016-17 has already been paid to the stock exchanges
ISO CERTIFICATES
Your company is to be awarded the globally recognized prestigious ISO 9001, ISO 14001:2004 and BS OHSAS 18001:2007 Certification, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems .
CREDIT RATING
CARE maintained the credit rating for the company''s long term and short term debt at BBB- (Triple B minus) and A3 (A three) respectively.
MATERIAL CHANGES AND COMMITMENTS
On April 11, 2015, the Share Purchase Agreement has been executed between âPurchaser Promoterâ Consisting of Mr Naveen Sawhney, Managing Director of the company and âSeller Promoter Groupâ consisting of Mr. Devender Kumar Prashar, Mrs . Adesh Prashar, Mr. Rahul Prashar, Mr. Amit Prashar, with Company as a confirming party for giving effect to Inter-se-transfer among the Promoters Groups . After the transaction, Mr. Naveen Sawhney, Promoter Director of the Company has acquired 33,23,173 equity share aggregating to 29.08% of the total paid up share capital of the company from âSeller Promoter Groupâ at a price of Rs. 32.25 (Rupees Thirty Two and paisa Twenty Five only) per share. Upon completion of formalities in this regard, individual shareholding of Mr. Naveen Sawhney, in the company has been increased from 27,24,849 (23.84%) equity shares to 60,48,022 (52.92%) equity shares. However, his holding together with Persons acting in concert will remain same at 6646438 Equity Shares, as the aforesaid proposed transaction is inter-se between and amongst the Promoter Group only
During the year under review registered office of the Company has been relocated from B-1/ A-26, Mohan Co-Operative Industrial Estate, Mathura Road, New Delhi 110044 to 94, First Floor, Shambhu Dayal Bagh Marg, Near Okhla Industrial Area Phase-III, Old Ishwar Nagar, New Delhi 110020 w. e . f. December 01, 2015 .
Further during the period under review, 15,00,000 (Fifteen Lakh) fully paid-up Equity Shares of the Company has been issued by way of a preferential allotment, having face value of Rs. 10/- (Rupees Ten Only) each (the âEquity Sharesâ), for cash, at a price of Rs. 43/- (Rupees Forty Three only) per Equity Share (with a premium of Rs. 33/- (Rupees Thirty Three per Equity Share) being not less than the price determined in accordance with Chapter VII of SEBI ICDR Regulations, so that the total value of the number of Equity Shares so issued at a price not less than the price determined in accordance with Chapter VII of SEBI ICDR Regulations to Mr. Mukul Mahavir Prasad Agarwal (the âInvestorâ), (a non- promoter individual).
Apart from this, there have been no other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year ended March 31, 2016 .
DETAILS OF ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
During the period under review, no material order has been passed by any regulator or court excepting to the extent as may be mentioned in the Notes to Accounts attached to the Financial Statements forming part of the Annual Report
DEPOSITS FROM PUBLIC
Your Company has not accepted any deposits from public under section 73 read with section 76 of the Companies Act, 2013 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet .
PARTICULARS OF SUBSIDARIARIES, JOINT VENTURES AND ASSOCIATES
As on date of this report, your company does not have any subsidiary, joint ventures and Associate Company. Further, during the period under review no company become or ceased to be its subsidiaries, joint venture or Associate Company
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transactions, i . e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable .
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://cordscable.com/cordscable/corporate. php .
Your Directors draw attention of the members to Note 34 to the financial statement which sets out related party disclosures
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, hereby state and confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had laid down internal financial controls to be followed by the company and such internal financial controls were adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors:
Pursuant to the provisions of Section 149, 152, schedule IV and other applicable provisions, if any, of the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Vijay Kumar, Mrs . Asha Bhandari and Mr. Vimal Dev Monga were appointed as independent directors at the 24th Annual General Meeting of the Company held on September 30, 2015 to hold office for a period of one year from the date of their appointment . The terms and conditions of appointment of independent directors are as per Schedule IV of the Act .
Appointments:
The Board of Directors, upon the recommendations of the Nomination and Remuneration Committee, in their meeting held on January 10, 2015, has appointed Mr. Vijay Kumar as an Additional Director (designated as Independent Director) with effect from January 10, 2015, and subsequently his appointment as Independent Director was approved by the Shareholders of company in Annual General Meeting held on September 30, 2015 for a period of one year i . e . till January 09, 2016 and shall not be liable to retire by rotation.
During the year, the Board of Directors, upon the recommendations of the Nomination and Remuneration Committee, in their meeting held on January 01, 2016, has appointed Mr. Vijay Kumar, for their second term of office, as an Additional Director (designated as Independent Director) with effect from January 10, 2016, and subsequently his appointment as Independent Director was approved by the Shareholders of company in Extra-ordinary General Meeting held on January 29, 2016. He shall hold office for a period of Five years and shall not be liable to retire by rotation
During the year under review Mrs . Asha Bhandari was appointed as Additional (woman) Director with effect from April 01, 2015, and subsequently her appointment as Independent Director was approved by the Shareholders of company in Annual General Meeting held on September 30, 2015 for a period of one year i . e . till March 31, 2016 and shall not be liable to retire by rotation
During the year under review, the Board of Directors, upon the recommendations of the Nomination and Remuneration Committee, in their meeting held on March 26, 2016, has appointed Mrs . Asha Bhandari as Additional (woman) Director (Designated as Independent Director), for their second term of office, with effect from April 01, 2016 for a period of Five Years from 01. 04. 2016 to 31. 03. 2021 in the Board of the Company (subject to approval of company in general meeting) and shall not be liable to retire by rotation .
Mr. Vimal Dev Monga was appointed as Additional Director (designated as Independent Director) on April 23, 2015 in the Board of the Company and subsequently his appointment as Independent Director was approved by the Shareholders of company in Annual General Meeting held on September 30, 2015 for a period of one year i . e . till April 22, 2016 and shall not be liable to retire by rotation
During the year under review, the Board of Directors, upon the recommendations of the Nomination and Remuneration Committee, in their meeting held on
March 26, 2016, has appointed Mr. Vimal Dev Monga as Additional Director (designated as Independent Director), for second term of office, with effect from April 23, 2016 for a period of Five Years from 23. 04. 2016 to 22. 04. 2021 in the Board of the Company and subject to approval of company in General Meeting and shall not be liable to retire by rotation
On May 30, 2015, Mr. Sanjeev Kumar was appointed as Additional Director (Whole Time Director) in the Board of the Company and subsequently his appointment as Whole Time Director was approved by the Shareholders of company in Annual General Meeting held on September 30, 2015 for a period of Five year and shall be liable to retire by rotation
The resolutions seeking approval of the Members for the appointment of Mrs . Asha Bhandari and Mr. Vimal Dev Monga have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them .
All Independent Directors have given declarations that they meet criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements), 2015. The Independent directors had no pecuniary relationship or transactions with the Company.
Mr. Sanjeev Kumar (DIN 07178759) is liable to retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Board recommends his re -appointment .
Company has also received notice in writing u/s 160 of the Act from the members proposing the candidature of the entire directors seeking appointment for the office of Director
Resignations:
Mr. Devender Kumar Prashar (Joint Managing Director) has resigned from his office with effect from April 21, 2015 due to personal reasons .
Also, Mr. Om Prakash Bhandari and Mr. Ajit Kumar Sahay ceased to be the Directors of the Company upon completion of tenure i . e. on March 31, 2015.
The Board places on record its gratitude for the services rendered by Mr. Devender Kumar Prashar as Whole Time Director and Mr. Ajit Kumar Sahay, Mr. Om Prakash Bhandari as Independent Directors, during their long association with the company
Key Managerial Personnel:
During the year under review Mr. Manoj Gupta was appointed as CFO of the company w. e . f. 01. 04.2015.
Mr. Vinod Kumar Beri (Chief Executive Officer) has served notice period from 24. 09. 2015 to 23. 10. 2015 and relieved from his post w. e . f. closing hours of 23. 10.2015.
In term of Section 203 of the Company''s Act, 2013 and rules made there under, the appointments of Mr. Naveen Sawhney (Managing Director), Mr. Sanjeev Kumar (Whole Time Director), Mr. Manoj Kumar Gupta (Chief Financial Officer) and Ms. Garima Pant (Company Secretary) continued to be Key Managerial Personnel.
DECLARATION BY INDEPENDENT DIRECTOR(S)
Your company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 read with Schedule and Rules issued there under and also in accordance to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board met 9 (Nine) times during the financial year 2015-16 . For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this Annual Report The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 .
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulationsâ).
The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc
The performance of committees was evaluated by the board after seeking inputs from the committee members on the basis of Performance Evaluation Framework and Policy
The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings etc . In addition, the chairman of the Board was also evaluated on the key aspects of his role .
Independent Directorsâ meeting
Three Meeting of the Independent Directors was held on April 23, 2015, August 14, 2015 and February 13, 2016 without the presence of the Executive Directors or management personnel At all the meetings of Independent Directors, the Independent Directors carried out performance evaluation of Non- Independent Directors and the Board of Directors as a whole, performance of Chairman of the Company, taking into account the views of executive directors and non executive directors, the quality, content and timelines of flow of information between the Management and the Board, The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committee and individual directors was also discussed . Performance evaluation of Independent directors was done by the entire board, excluding the independent Directors being evaluated
All the Independent Directors were present at the aforesaid Meeting
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
Your Company has in place a Familiarization Program for Independent Directors to provide insights into the Company''s business to enable them contribute significantly to its success. The Executive Directors and Senior Management make presentations periodically to familiarize the Independent Directors with the strategy operations and functions of the Company Your Company also circulates news and articles related to the Industry and provides specific regulatory updates to the Independent Directors on a regular basis .
In addition to this, periodic familiarization programs are conducted for the directors The details of familiarization programmes imparted to independent directors have been posted on the website on www. cordscable . com .
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
In terms of provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company had been formulated by the Nomination and Remuneration Committee of the Company and was approved by the Board of Directors .
The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report and may be accessed on the Company''s website at the link: http://cordscable.com/cordscable/corporate.php.
AUDIT COMMITTEE
The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this Annual Report Board of your Company has accepted all the recommendations of the Audit Committee hence reasons for not accepting such recommendations does not applicable
AUDITORS AND AUDITORS REPORT
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s Sharma Goel & Co. LLP, Chartered Accountants, (FRN: 000643N), were reappointed as Statutory Auditors of the Company, to hold office from the conclusion of 24th Annual General Meeting until the conclusion of 25th Annual General Meeting at a remuneration of Rs. 7,00,000/- (Rupees Seven Lacs only) p.a. Service Tax as applicable.â
As the tenure of M/s Sharma Goel & Co. LLP, Chartered Accountants have been expired. Therefore, M/s Alok Misra & Co., Chartered Accountants, being eligible is recommended by the Board for appointment as Statutory Auditors of the Company. They have confirmed that their appointment, if made, would be within the prescribed limits under the act and they are not disqualified for appointment as per the Certificate furnished by them under Section-139(1) of the Companies Act, 2013 read with Companies (Audit and Accounts) Rules, 2014 .
The Board recommends the appointment of M/s Alok Misra & Co., Chartered Accountants as new Statutory Auditors of the company.
Statutory auditorsâ report
The Auditors Report to the members on the accounts of the company for the financial year ended on March 31, 2016 does not contain any qualification, reservations or adverse remarks . The Notes to Accounts referred to in the Auditors Report are Self -explanatory and therefore do not require further comments .
Cost Auditors
M/s S. Chander & Associates, Cost Accountants (Firm Regn. No. 100105), who has given their consent in writing to act as Cost Auditor, were appointed as the Cost Auditor of the Company to audit the cost records maintained by the company for the financial year 2015-16 at a remuneration of Rs. 1,00,000/- (Rupees One Lac only) p.a. plus service tax and out of pocket expenses incurred in connection with the aforesaid audit . As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members for ratification.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Gupta Gulshan & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the financial year ended on 31st March, 2016.
Secretarial audit report
Pursuant to Section 204 of the Companies Act, 2013, and Rules there under, a Secretarial Audit Report for the FY 2015-16 given by M/s. Gupta Gulshan & Associates, Company Secretary in practice is attached as Annexure-1 with this report Regarding observations of the Secretarial Auditors regarding not contributing toward CSR Board submits that in view of working capital and financials of the company amount is partly contributed towards CSR during the year and board shall spend appropriate amount towards CSR activities depending on financials of the company. The Secretarial Auditors'' Report does not contain any other qualification, reservation or adverse remark
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 of COMPANIES ACT, 2013.
During the financial year ended on March 31, 2016, no loan, investments and guarantees made/ given by the Company u/s 186 of the Companies Act, 2013.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Control System of the Company has been devised through its extensive experience that ensures control over various functions of its business. The Company practices Quality Management System for Design, Planning, Production and Marketing Periodic audits conducted by Internal Auditors and Statutory Auditors provide means whereby any weakness, whether financial or otherwise, is identified and rectified in time The details in respect of internal financial control and their adequacy are also included in the Management Discussion and Analysis, which forms part of this report
RISK MANAGEMENT POLICY
The Company has in place the Risk Management Policy to identify and assess the key area and monitor the same
This policy may be accessed on the Company''s website at the link: http://cordscable.com/cordscable/corporate.php.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-2 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report The policy is available on the website of the Company (URL: www.cordscable.com).
WHISTLEBLOWER POLICY
The Company has in place a Vigil Mechanism i . e. whistleblower policy to deal with unethical behavior, victimization, fraud and other grievances or concerns, if any The aforementioned whistleblower policy can be accessed on the Company''s website: http://cordscable. com/cordscable/corporate.php.
DISCLOSURE FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company believes in providing a safe and harassment free workplace for every woman working with the company. The Company endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment
The company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment as per applicable provisions .
As on date of this report, Internal Complaints Committee has not received any complaint pertaining to sexual harassment and no complaint is pending for disposal before the Committee
DISCLOSURE REQUIREMENTS
Details of the familiarization programme of the independent directors are available on the website of the Company (http://cordscable.com/cordscable/corporate.php.)
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed . The Board is responsible for implementation of the Code
All Board Directors and the designated persons have confirmed compliance with the Code.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The information regarding conservation of energy and technology absorption is annexed herewith as âAnnexure-3â .
FOREIGN EXCHANGE EARNING AND OUTGO
(a) |
Activities relating to export, initiatives taken to increase exports, development of new export markets for products and export plans |
During the year under review, the Company''s products were exported mainly to Middle-East countries . Company participated in Exhibitions, Technical Seminars & Conferences in foreign countries for promotion of its products . Efforts continue to enlarge the geographical reach on export market in order to maximize foreign exchange inflow and every effort made to minimize the foreign exchange outflow. |
(b) |
Total Foreign Exchange used & earned: |
|
Earnings |
Rs. 593.96 Lacs |
|
Outgo |
Rs. 577.05 Lacs |
PARTICULARS OF EMPLOYEES
Details containing the name and other particulars of employees in accordance with the provision of Section 197(12) of the Companies Act, 2013, read with the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as ANNEXURE - 4 to the Board''s Report.
CORPORATE GOVERNANCE
The Securities and Exchange Board of India (SEBI) has prescribed certain corporate governance standards vide regulations 24 and 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Directors reaffirm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditors'' Certificate on its compliance is forms part of the Annual Report .
Certificate from M/s Gupta Gulshan & Associates, Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) and Schedule V of SEBI (Listing Obligation and Disclosure Requirements), 2015 has been obtained and is annexed at the end of Corporate Governance Report
Further, the Company regularly submits the quarterly corporate governance compliance report to Stock Exchanges
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion & Analysis, as stipulated under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements), 2015, is provided in a separate section and forms part of this Report
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in Form No MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as ANNEXURE - 5 to this Report .
MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION
Mr. Naveen Sawhney, Managing Director and Mr. Manoj Kumar Gupta, Chief Financial Officer has given a certificate to the Board as contemplated under Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements), 2015, provided in a separate section as ANNEXURE - 6 and forms part of this Report .
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the Green Initiative in Corporate Governance introduce by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment
Your Company sincerely appreciates shareholders who have contributed towards furtherance of Green Initiative . We further appeal to other shareholders to contribute towards furtherance of Green Initiative by opting for electronic communication
Electronic copies of the Annual Report 2015-2016 and Notice of the 25th Annual General Meeting are sent to all members whose email addresses are registered with the company/ Depository participants. For members who have not registered their e-mail addresses, physical copies of Annual Reports 2016 and Notice of the 25th Annual General Meeting are sent in the permitted mode . Members requiring physical copies can send a request to Company Secretary
The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice . This is pursuant to section 108 of Companies Act, 2013 and Companies (Management and Administration) Rules, 2014. The instructions for e voting are provided in the Notice
The Company is also periodically uploading Annual Reports, Financial Results and Shareholding Pattern etc on its website viz www cordscable com within the prescribed time limit
ACKNOWLEDGEMENT
The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Financial Institutions, Securities and Exchange Board of India, Government authorities, Statutory authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation
ON BEHALF OF THE BOARD OF DIRECTORS
New Delhi Naveen Sawhney Sanjeev Kumar
August 24, 2016 Managing Director Whole Time Director
DIN :00893704 DIN :07178759
Mar 31, 2015
To
Dear Members,
The Directors have pleasure in presenting the 24th Annual Report of
your company together with the audited statement of accounts for
financial year ended March 31, 2015.
FINANCIAL HIGHLIGHTS (Rs. in Lacs)
Particulars FY 2014-15 FY 2013-14
Revenue from Operations 26502.70 26299.24
Other Income 191.46 185.53
Total Income 26694.16 26484.77
Operating Expenditure 23774.23 23717.81
Profit before interest, tax and depreciation
(PBITD) 2919.94 2766.96
Finance Cost 1998.68 1965.92
Depreciation 541.13 499.19
Profit before tax (PBT) 380.13 301.85
Provision for Tax 109.93 98.40
Profit after Tax (PAT) 270.20 203.45
Profit brought forward from previous year 4533.57 4389.95
Profit available for appropriations 4803.77 4593.40
Appropriations:
Proposed Dividend (Preference Dividend) 16.00 16.00
Corporate Dividend Tax 3.20 2.72
Transferred to General Reserve - -
Profit carried forward 4784.57 4574.68
COMPANY'S PERFORMANCE/STATE OF COMPANY'S AFFAIRS
During the year under review, your company's total revenue stood at Rs.
26694.16 lacs as against Rs. 26484.77 lacs in the previous year. Your
Company earned profit before interest, tax and depreciation of Rs.
2919.94 lacs as against a PBITDA of Rs. 2766.96 lacs in the previous
year. The interest cost was Rs. 1998.68 lac as against Rs. 1965.92 lacs
in the previous year.
Your company earned profit after tax for the year of Rs. 270.20 lacs as
against a PAT of Rs. 203.45 lacs earned in the previous year. Even
though your company witnessed a jump in its Profits in FY'14-15 vis-
a-vis FY'13-14, yet your company earned inadequate profits in the
fiscal in respect of the remuneration payable to its managerial
person(s). Major reason for earning inadequate profits in the year had
been the inability of the company in producing the desirable projected
volumes in the fiscal due to which its revenues saw a growth of just
under 1% in FY'14-15.
Your Company has been earning profits in its operations since
inception. However, the overall economy as a whole affected the
profitability of the Company. Also, general worldwide economic slowdown
had also adversely resulted in inadequate profits during the financial
year 2014-15. During past few years due to overall adverse economic
environment around the country, the investments in new projects were
put on hold by most of the companies. The increase in the net sales was
not at par with the expectations marginally due to lower realizations,
delayed and slow pick-up of the finished goods by the customers and
consequently the profits were further impacted. Nevertheless since your
Company is engaged in cable manufacturing products used in projects
hence demand is likely to increase significantly as Government of India
has focused again on infra projects and approvals and investments in
new projects will entail higher turnover of the Company which will
ultimately increase the profitability of the Company. Also, your
company has been continuously working upon achieving better
efficiencies, cutting costs at every stage of production, better
preventive maintenance, making product mix having higher contribution
and achieving higher production so that your company can achieve the
scale of economy and maintain higher margin of profit. Expectation of
your company in terms of increase in its profits is in line with the
increase in its activity and market penetration in the potentially
improving macroeconomic scenario in the country. Further, interest
rates are likely to soften in near future and your company is expected
to save significantly on its interest outgoes. Additionally, with the
ongoing repayment of term loans availed for project financing, your
company is expected to save on its financial expenses.
Newly added prestigious export/domestic clients
No major push in project implementation and new projects in the country
were witnessed in the FY 2014-15 and thus as such there may have not
been any major impact on the order booking and execution for cable
industry per-se in the FY 2014-15.
However, your company, being a leading manufacturer of Control and
Instrumentation cables in the country has been sailing well through a
very competitive market and has been successful in achieving sales
revenue of over Rs. 265 crore with a profit after tax of over Rs. 270
lacs as for FY'14-15.
Your company has also been successful in booking orders from new EPC
contractors like Bombardier, Welspun, GE, ABB Global, Alstom Transport
etc. and has also been able to maintain sustainable order booking and
sales revenues from existing customers like L&T, Siemens, EIL, NTPC,
BHEL etc.
Your Company is also envisaging developing projects for use in freight
corridor, smart city, railway signalling and protection system and
infrastructure projects.
CAPITAL STRUCTURE
The Authorised Capital of the Company is Rs. 15,60,00,000/- (Rupees
Fifteen Crores Sixty Lacs Only) divided into 1,20,00,000 (One Crore
Twenty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 3,60,000
(Three Lacs Sixty Thousand) Preference Share of Rs.100/- (Rupees
Hundred) each.
APPROPRIATIONS:
a) Transfer to Reserves
During the Financial year ended on March 31, 2015, no amount has been
transferred to reserves.
b) Dividend
Your Directors has recommend, dividend @ 10% on 1,60,000 Non
convertible, cumulative, preference shares of rupees 100 each. The
Board of Directors, after duly considering the requirement of funds for
Working Capital and repayment of loan instalments, have not recommended
any dividend on equity shares for the year under review in view to
further strengthen the financial position of your Company.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205A and 205C of the Companies
Act, 1956, your Company has transferred Rs. 51,975/- (Rupees Fifty One
Thousand Nine Hundred and Seventy Five only) to the Investor Education
and Protection Fund, during the year 2014-15. This amount was lying as
unpaid Share application money received by the company for allotment of
Shares and is due for refund for a period of seven years after
allotment of Shares.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on September 22,
2014 (date of last Annual General Meeting) on the Company's website
(www.cordscable.com), as also on the Ministry of Corporate Affairs'
website.
Your Directors draw attention of the members to Note xv of General
Shareholder Information to the corporate governance report which sets
out information relating to outstanding dividend accounts and the dates
by which dividend can be claimed by the shareholders.
LISTING OF SHARES
The shares of the Company are listed on the National Stock Exchange of
India Limited (NSE) and BSE Limited (BSE). The listing fee for the year
2015-16 has already been paid to the stock exchanges.
ISO CERTIFICATES
Your company is to be awarded the globally recognized prestigious ISO
9001, ISO 14001:2004 and BS OHSAS 18001:2007 Certification, for meeting
international standards of Quality, Environmental, Occupational Health
and Safety Management Systems.
CREDIT RATING
CARE maintained the credit rating for the company's long term and short
term debt at BBB and A3 respectively.
MATERIAL CHANGES AND COMMITMENTS
On April 11, 2015, the Share Purchase Agreement has been executed
between "Purchaser Promoter" Consisting of Mr. Naveen Sawhney, Managing
Director of the company and "Seller Promoter Group" consisting of Mr.
Devender Kumar Prashar, Mrs. Adesh Prashar, Mr. Rahul Prashar, Mr. Amit
Prashar, with Company as a confirming party for giving effect to
Inter-se-transfer among the Promoters Groups. After the transaction,
Mr. Naveen Sawhney, Promoter Director of the Company has acquired
33,23,173 equity share aggregating to 29.08% of the total paid up share
capital of the company from "Seller Promoter Group" at a price of Rs.
32.25(Rupees Thirty Two and paisa Twenty Five only) per share. Upon
completion of formalities in this regard, individual shareholding of
Mr. Naveen Sawhney, in the company has been increased from 27,24,849
(23.84%) equity shares to 60,48,022 (52.92%) equity shares. However,
his holding together with persons acting in concert will remain same at
6646438 Equity Shares (58.16%), as the aforesaid proposed transaction
is inter-se between and amongst the Promoter Group only.
Apart from these, there have been no other material changes and
commitments affecting the financial position of the Company occurred
between the end of the financial year and the date of this Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the
financial year ended March 31, 2015.
DETAILS OF ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
During the period under review, no material order has been passed by
any regulator or court excepting to the extent as may be mentioned in
the Notes to Accounts attached to the Financial Statements forming part
of the Annual Report.
DEPOSITS FROM PUBLIC
Your Company has not accepted any deposits from public under section 73
of the Companies Act, 2013 and as such, no amount on account of
principal or interest on deposits from public was outstanding as on the
date of the balance sheet.
PARTICULARS OF SUBSIDARIARIES, JOINT VENTURES AND ASSOCIATES
As on date of this report, your company does not have any subsidiary,
joint ventures and Associate Company. Further, during the period under
review no company become or ceased to be its subsidiaries, joint
venture or Associate Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. During the year, the Company had not entered
into any contract or arrangement with related parties which could be
considered material in accordance with the policy of the Company on
materiality of related party transactions.
All Related Party Transactions entered during the year were in Ordinary
Course of the Business and on Arm's Length basis. No Material Related
Party Transactions, i.e. transactions exceeding ten percent of the
annual consolidated turnover as per the last audited financial
statements, were entered during the year by your Company. Accordingly,
the disclosure of Related Party Transactions as required under Section
134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link: http://cordscable.com/
cordscable/corporate.php.
Your Directors draw attention of the members to Note 34 to the
financial statement which sets out related party disclosures.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, hereby state and
confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit of the
company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern
basis; and
e) the directors had laid down internal financial controls to be
followed by the company and such internal financial controls were
adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and external
consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the board is of the
opinion that the Company's internal financial controls were adequate
and effective during the financial year 2014-15.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 149, 152, schedule IV and other
applicable provisions, if any, of the Companies (Appointment and
Qualification of Directors) Rules, 2014, Mr. Om Prakash Bhandari and
Mr. Ajit Kumar Sahay were appointed as independent directors at the
23rd annual general meeting of the Company held on September 22, 2014
to hold office for a period of one year from 01.04.2014 to 31.03.2015.
The terms and conditions of appointment of independent directors are as
per Schedule IV of the Act. They have submitted a declaration that each
of them meets the criteria of independence as provided in Section
149(6) of the Act and there has been no change in the circumstances
which may affect their status as independent director during the year.
The Independent directors had no pecuniary relationship or transactions
with the Company.
At the aforementioned Annual General Meeting, Mr. Naveen Sawhney and
Mr. Devender Kumar Prashar, who retire by rotation and being eligible
has offered themselves for re-appointment, were reappointed.
Appointments:
During the year, the Board of Directors, upon the recommendations of
the Nomination and Remuneration Committee, in their meeting held on
January 10, 2015, has appointed Mr. Vijay Kumar as an Additional
Director (designated as Independent Director) with effect from January
10, 2015, and subject to approval of company in general meeting he
shall hold office for a period of one year and shall not be liable to
retire by rotation. Being eligible, he offered himself to be appointed
as the Independent Director of your Company.
During the year under review Mrs. Asha Bhandari was appointed as
Additional (woman) Director with effect from April 01, 2015, Mr. Vimal
Dev Monga was appointed as Additional Director (designated as
Independent Director) on April 23, 2015 in the Board of the Company and
subject to approval of company in general meeting they shall hold
office for a period of one year and shall not be liable to retire by
rotation. Being eligible, they offered themselves to be appointed as
the Independent Director of your Company.
Also on May 30, 2015, Mr. Sanjeev Kumar was appointed as Additional
Director (Whole Time Director) in the Board of the Company and subject
to approval of company in general meeting he shall hold office for a
period of five year and shall be liable to retire by rotation.
The resolutions seeking approval of the Members for the appointment of
Mr. Vijay Kumar, Mrs. Asha Bhandari, Mr. Vimal Dev Monga and Mr.
Sanjeev Kumar have been incorporated in the notice of the forthcoming
annual general meeting of the Company along with brief details about
them. Being eligible, he offered himself to be appointed as the
Independent Director of your Company.
All Independent Directors have given declarations that they meet
criteria of Independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement. Company has
also received notice in writing u/s 160 of the Act from members
proposing the candidature of all the directors seeking appointment for
the office of Director.
Resignations:
Mr. Devender Kumar Prashar (Joint Managing Director) resigned as Whole
Time Director with effect from April 21, 2015 and due to personal
reasons, Mr. N.K Balasubramanian has resigned as Independent Director
with effect from July 01, 2014.
Also, Mr. Om Prakash Bhandari and Mr. Ajit Kumar Sahay ceased to be the
Directors of the Company upon completion of tenure i.e. on March 31,
2015.
The Board places on record its gratitude for the services rendered by
Mr. Devender Kumar Prashar as Whole Time Director and Mr. N.K.
Balasubramanian, Mr. Ajit Kumar Sahay, Mr. Om Prakash Bhandari as
Independent Directors, during his long association with the company.
In term of Section 203 of the Company's Act, 2013 and rules made
thereunder, the appointments of Mr. Naveen Sawhney (Managing
Director), Mr. Devender Kumar Prashar* (Joint Managing Director), Mr.
Vinod Kumar Beri (Chief Executive Officer), Mr. Manoj Kumar Gupta
(Chief Financial Officer) and Ms. Garima Pant (Company Secretary) as
key managerial personnel of the Company were formalised. *resigned
w.e.f. 21.04.2015
DECLARATION BY INDEPENDENT DIRECTOR(S)
Your company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013 that he/she
meets the criteria of Independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause-49, of Listing Agreement.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board met 15 (Fifteen) times during the financial year. For details
of the meetings of the Board, please refer to the corporate governance
report, which forms part of this Annual Report. The intervening gap
between the meetings was within the period prescribed under the
Companies Act, 2013.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance that of its Committees and individual
director. The Company has adopted adequate policy for the evaluation of
its director including independent director and for the evaluation of
the performance of Board and its committees; the above referred
evaluation has been made in accordance with the stated policy.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
In adherence of section 178(3) of the Companies Act, 2013, the Board of
Directors of the Company in its Meeting held on April 01, 2015,
approved a Nomination and Remuneration Policy in order to comply with
the provisions u/s 178 of Companies Act, 2013 and Clause 49 of the
Listing Agreement, based on the recommendations of the Nomination and
Remuneration Committee. The broad parameters covered under the Policy
are - Appointment criteria and qualifications of Directors (including
Independent Director), policy relating to remuneration for Directors,
Key Managerial Personnel and other employees, framework for performance
evaluation of Independent Directors, other Directors and the Board and
Policy on Board Diversity.
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the corporate governance report, which forms part of the Annual
Report and may be accessed on the Company's website at the link:
http://cordscable.com/cordscable/ corporate.php.
AUDIT COMMITTEE
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this Annual
Report. Board of your Company has accepted all the recommendations of
the Audit Committee hence reasons for not accepting such
recommendations does not applicable.
AUDITORS Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s Sharma Goel & Associates, LLP, Chartered
Accountants, (FRN: 000643N) will retire at the conclusion of ensuing
Annual General Meeting and are eligible for re-appointment as per the
Certificate furnished by them under Section-139(1) of the Companies
Act, 2013 read with Companies (Audit and Accounts) Rules, 2014.
The Board recommends the re-appointment of M/s Sharma Goel &
Associates, LLP, Chartered Accountants as Statutory Auditors.
Statutory auditors' report
The Auditors Report to the members on the Accounts of the company for
the financial year ended on March 31, 2015 does not contain any
qualification. The Notes to Accounts referred to in the Auditors Report
are Self -explanatory and therefore do not require further comments.
Cost Auditors
M/s S. Chander & Associates, Cost Accountants (Firm Regn. No. 100105),
who has given their consent in writing to act as Cost Auditor, were
appointed as the Cost Auditor of the Company to audit the cost records
maintained by the company for the financial year 2014-15 at a
remuneration of Rs. 1,00,000/- (Rupees One Lac only) p.a. plus service
tax and out of pocket expenses incurred in connection with the
aforesaid audit. As required under the Companies Act, 2013, the
remuneration payable to the Cost Auditor is required to be placed
before the members for ratification.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, M/s Gupta Gulshan & Associates, Company
Secretaries were appointed as the Secretarial Auditors of the Company
to carry out the secretarial audit for the financial year ended on 31st
March, 2015.
Secretarial audit report
The Secretarial Audit report is annexed herewith as ANNEXURE 1. As
regard regard to observations of Secretarial Auditor of the Company,
your directors submitted their Para wise reply as under:
1. Company was in the process to appoint the right candidate at the
Board as woman director and that the Company in all good earnest and
intentions to comply with the provisions had appointed Mrs. Asha
Bhandari as Independent Director (Woman Director) 01.04.2015. Delay of
only one day happened due to fact that it was not feasible to conduct
the meeting of Board on or before 31.03.2015.
2. Provisions of Section 203 of the Companies Act, 2013 were come into
force w.e.f. 01.04.2015 and accordingly company was required to appoint
CFO. As no timeline was mentioned in the provisions hence efforts were
made to appoint a suitable person as CFO of the Company. Process was
initiated and accordingly CFO was appointed by the Board in its meeting
held on 01.04.2015. Prior to appointing CFO company has employed duly
qualified Chartered Accountant designated as G. M. (Finance and
Accounts). Hence there was only difference of nomenclature of
designation that too was complied with by appointing CFO on 01.04.2015.
3. In order to meet the requirement of funds for Working Capital and
repayment of loan instalments, company could not spend any amount in
the CSR activities during the finance year 2014-15. However, efforts
shall be made to contribute towards CSR activities during FY. 2015-16.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 of
COMPANIES ACT, 2013.
During the financial year ended on March 31, 2015, no loan, investments
and guarantees made/ given by the Company u/s 186 of the Companies Act,
2013.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Control System of the Company has been devised through its
extensive experience that ensures control over various functions of its
business. The Company practices Quality Management System for Design,
Planning, Production and Marketing. Periodic audits conducted by
Internal Auditors and Statutory Auditors provide means whereby any
weakness, whether financial or otherwise, is identified and rectified
in time The details in respect of internal financial control and their
adequacy are also included in the Management Discussion and Analysis,
which forms part of this report.
RISK MANAGEMENT POLICY
The Board of the Company has formed a risk management committee to
frame, implement and monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls.
Your directors also periodically review the risks associated with the
business or threaten the prospectus of the company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the provisions of Section-135 of Companies Act,
2013, the Board of Directors of the company at their meeting held on
August 14, 2014 has approved the constitution of CSR Committee,
comprises of four directors viz. Mr. Naveen Sawhney, Mr. Devender Kumar
Prashar, Mr. Ajit Kumar Sahay and Mr. Om Prakash Bhandari. This
committee was reconstituted on April 01, 2015 and April 23, 2015 and as
on date of this report, the committee comprises of Four Directors i.e.
Mr. Naveen Sawhney, Mrs. Asha Bhandari, Mr. Vimal Dev Monga and Mr.
Vijay Kumar. Details regarding the constitution, roles and functions of
the Corporate Social Responsibility Committee are given in the Report
on Corporate Governance.
The said Committee has been entrusted with the responsibility of
formulating and recommending to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company, monitoring the implementation of the
framework of the CSR Policy and recommending the amount to be spent on
CSR activities, if any.
Disclosure on Companies (Corporate Social Responsibility (CSR) Policy)
Rules, 2013, is set out herewith as ANNEXURE - 2 to this Report.
WHISTLEBLOWER POLICY
The Company has in place a Vigil Mechanism i.e. whistleblower policy to
deal with unethical behavior, victimization, fraud and other grievances
or concerns, if any. The aforementioned whistleblower policy can be
accessed on the Company's website:
http://cordscable.com/cordscable/corporate.php.
DISCLOSURE REQUIREMENTS
As per Clause 49 of the listing agreements entered into with the stock
exchanges, corporate governance report with auditors' certificate
thereon and management discussion and analysis are attached, which form
part of this report.
Details of the familiarization programme of the independent directors
are available on the website of the Company
(http://cordscable.com/cordscable/corporate.php.)
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code. All Board Directors and the designated persons have
confirmed compliance with the Code.
PARTICULARS OF EMPLOYEES
Details containing the name and other particulars of employees in
accordance with the provision of Section 197(12) of the Companies Act,
2013, read with the Companies Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is appended as ANNEXURE - 4 to the
Board's Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standard of Corporate
Governance and adhere to the Corporate Governance Requirements set out
by SEBI.
A separate report on Corporate Governance forms part of the Annual
Report along with the Auditor's Certificate on Compliance. Certificate
from M/s Gupta Gulshan & Associates, Company Secretaries, regarding
compliance with the conditions of Corporate Governance as stipulated in
Clause 49 of the Listing Agreement has been obtained and is annexed at
the end of Corporate Governance Report. Further, the Company regularly
submits the quarterly corporate governance compliance report to Stock
Exchanges.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion & Analysis, as stipulated under Clause 49 of
the Listing Agreement with the Stock Exchanges, is provided in a
separate section and forms part of this Report.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in Form No. MGT - 9 in accordance with
Section 92(3) of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014, are set out herewith as
ANNEXURE - 5 to this Report.
MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION
Mr. Naveen Sawhney, Managing Director and Mr. Manoj Kumar Gupta Chief
Financial Officer has given a certificate to the Board as contemplated
under Clause 49 of the Listing Agreement with the Stock Exchanges,
provided in a separate section as ANNEXURE - 6 and forms part of this
Report.
DISCLOSURE FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company believes in providing a safe and harassment free workplace
for every woman working with the company. The Company endeavours to
create and provide an environment that is free from discrimination and
harassment including sexual harassment.
The company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints
Committee has been set up to redress complaints received regarding
sexual harassment as per applicable provisions.
As on date of this report, Internal Complaints Committee has not
received any complaint pertaining to sexual harassment and no complaint
is pending for disposal before the Committee.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the Green Initiative in Corporate Governance introduce by
the Ministry of Corporate Affairs vide its circular no. 17/2011 dated
21.04.2011, we started a sustainability initiative with the aim of
going green and minimizing our impact on the environment.
Electronic copies of the Annual Report 2015 and Notice of the 24th
Annual General Meeting are sent to all members whose email addresses
are registered with the company/ Depository participants. For members
who have not registered their e mail addresses, physical copies of
Annual Reports 2014-15 and Notice of the 24th Annual General Meeting
are sent in the permitted mode. Members requiring physical copies can
send a request to Company Secretary.
The Company is providing e voting facility to all members to enable
them to cast their votes electronically on all resolutions set forth in
the notice. This is pursuant to section 108 of Companies Act, 2013 and
Companies (Management and Administration) Rules, 2014. The instructions
for e voting are provided in the Notice.
The Company is also periodically uploading Annual Reports, Financial
Results and Shareholding Pattern etc. on its website viz.
www.cordscable.com within the prescribed time limit.
ACKNOWLEDGEMENT
The Board of Directors wishes to place on record its appreciation for
the commitment, dedication and hard work done by the employees in the
Company and the cooperation extended by Banks, Financial Institutions,
Securities and Exchange Board of India, Government authorities,
Statutory authorities, customers and shareholders of the Company and
looks forward to a continued mutual support and co- operation.
ON BEHALF OF THE BOARD OF DIRECTORS
New Delhi Naveen Sawhney Sanjeev Kumar
August 14, 2015 Managing Director Whole Time Director
DIN : 00893704 DIN : 07178759
Mar 31, 2014
Dear Members,
The Directors are pleased to present the Twenty Third Annual Report
together with the Audited Statement of Accounts for financial year
ended March 31, 2014.
FINANCIAL RESULTS (Rs. in Lacs)
Particulars FY 2013-14 FY 2012-13
Gross Sales 28688.28 42401.55
Net Sales 26299.24 38543.54
Other Income 185.53 170.64
Total Income 26484.77 38714.18
Profit before Depreciation & Tax 801.04 1740.11
Depreciation 499.19 840.04
Profit before Tax 301.85 900.07
Provision for Tax 98.40 291.99
Profit after Tax 203.45 608.08
Profit brought forward from
previous year 4389.95 3800.59
Profit available for appropriations 4593.40 4408.67
Appropriations:
Proposed Dividend (Preference Dividend) 16.00 16.00
Corporate Dividend Tax 2.72 2.72
Transferred to General Reserve - -
Profit carried forward 4574.68 4389.95
COMPANY PERFORMANCE
During the year under review, yours company''s total revenue was
Rs.26484.77 lakhs as against Rs. 38714.18 lakhs in the previous year.
The Company has earned profit before interest, depreciation and tax of
Rs. 2766.96 lakhs as against Rs.4004.35 lakhs profit before interest,
depreciation and tax last year. The interest cost was Rs. 1965.92 lakhs
as against Rs. 2264.24 lakhs last year. The profit for the year after
tax was Rs. 203.45 lakhs as against Rs. 608.08 lakhs last year.
The main reason for the company to earn inadequate profits in the
fiscal has been the inability of the company in producing the desirable
quantity owing mainly to the shortage and interrupted supply of raw
materials. This specifically refers to the shortage and interrupted
supply of company''s key base raw material - Copper, and especially
during the period from March 2013 to September 2013. The sudden
external factor leading to supply shock in our base raw material was
not in the control of the company. And as such, the haphazard and non-
continuous supply of Copper went on till September 2013 with the result
the production of Control and Instrumentation cables by the company was
severely hampered and subsequently resulted in lower achievement of
sales numbers and earning of inadequate profits.
In order to fulfil its immediate requirements, the company had started
developing a few more domestic vendors of Copper, To make sure better
supplies in future, the company has started to place orders to larger
overseas suppliers of Copper, The company is also in touch with a few
domestic as well as overseas vendors for entering into quantity based
MOUs so that raw material quantities can be assured.
NEWLY ADDED PRESTIGIOUS EXPORT/DOMESTIC CLIENTS
The country has seen the slowdown in the economy during the FY 2013-14
across the industry. Cable Industry has also been the part of this slow
down and overall revenues of the industry have gone down as compared to
FY 2012-13.
However, Cords Cable Industries Ltd. being a leading manufacturer of
control, instrumentation and certain special cables in the country and
these cables being used in Power Plants / Refinery / Process Industry /
etc. have been successful in remaining afloat during the FY 2013-14
with a net sales revenue of 26299.24 lacs and have declared the profit
of Rs. 203.45 Lacs as on 31.03.2014.
Your Company has also been successful in booking the orders from new
EPC contractors like Kazstroy, Efacec, Samsung, Thales, OTV (Italy),
etc. Your Company has also been successful in booking the orders from
various international customers like OTV (Italy) for Power and Control
Cables worth Rs. 12 Cr. Thales for Hyderabad and Bangalore Metro Rail
Corporation Projects worth Rs. 6 Cr. GE Oil & Gas (Advanced Systek) for
26 HPCL Location Depots across the country for Control, Instrumentation
and Fire Survival Cables worth Rs. 13 Cr. Dangote Cement (Nigeria) for
Rs. 3 Cr. and ABB (S. P. A.) Italy for Rs. 2 Cr.
The Company has also been able to maintain and sustain the order
booking and sales revenues from existing customers like L&T, Essar,
Siemens, Alstom, Jaypee, EIL, NTPC, PGCIL, BHEL, etc.
In view of the slowdown in the economy the Company has used this lean
period in consolidation of its manufacturing process and R&D activity
and have developed new products like Balise Cables and Silicon Rubber
Cables and also made inroads in various Metro Railways Project across
the Country like Delhi Metro Rail Corporation (DMRC), Bangalore Metro
Rail Corporation (BMRC), Hyderabad Metro Rail Corporation (HMRC) and
Jaipur Metro Rail Corporation (JMRC).
DEMERGER
During the year under review it was proposed to demerge the company.
However no significant action could be initiated on the demerger
process.
DIVIDEND
It is proposed to recommend dividend @ 10% on 1,60,000 Non convertible,
cumulative, preference shares of rupees 100 each. The Board of
Directors, after duly considering the requirement of funds for Working
Capital and repayment of loan instalments, have not recommended any
dividend on equity shares for the year under review in view to further
strengthen the financial position of your Company.
TRANSFER TO RESERVE
During the current year, no amount has been transferred to reserves.
PUBLIC DEPOSITS
The Company has not accepted deposits from the public within the
meaning of Section 58(A) of the Companies Act, 1956.
CAPITAL STRUCTURE
The Authorised Capital of the Company is Rs. 15,60,00,000/- (Rupees
Fifteen Crores Sixty Lacs Only) divided into 1,20,00,000 (One Crore
Twenty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 3,60,000
(Three Lacs Sixty Thousand) Non convertible, cumulative, Preference
Share of Rs.100/- (Rupees Hundred) each.
DIRECTORS
The Board of Directors comprises of Mr. Naveen Sawhney, Managing
Director, Mr. Devender Kumar Prashar, Joint Managing Director, Mr. Om
Prakash Bhandari and Mr. Ajit Kumar Sahay as Non Executive Independent
Directors.
Mr. N. K. Balasubramanian, Independent Director resigned with effect
from July 01, 2014 due to personal reasons. The Board records its
appreciation for the valuable services rendered by Mr. N. K.
Balasubramanian.
Pursuant to Section 152 of the Company''s Act, 2013 and of the Company''s
Article of Association, Mr. Devender Kumar Prashar, Joint Managing
Director and Mr. Naveen Sawhney, Managing Director retires by rotation
and being eligible, offers themselves for re-appointment.
Pursuant to Sections 149 and 152 of the Companies Act, 2013 read with
Companies (Appointment and Qualification of Directors) Rules, 2014
alongwith Schedule IV of the Act it is proposed to appoint Mr. Om
Prakash Bhandari (DIN: 00046524) and Mr. Ajit Kumar Sahay (DIN:
00353414) the existing Independent Directors as Non- Executive
Independent Directors for a period of one year w.e.f. 01.04.2014 to
31.03.2015 subject to approval of members at the forthcoming Annual
General Meeting. The Independent Directors shall not be liable to
retire by rotation. All the above mentioned Directors have given the
declaration of Independence as per Section 149 (6) of the Companies
Act, 2013.
Brief resume of the Director proposed to be appointed / reappointed,
nature of his expertise in specific functional areas, name of companies
in which he hold directorships and memberships / chairmanships of Board
Committees, shareholding detail as stipulated under Clause 49 of the
Listing Agreements with the Stock Exchanges are provided in the Report
on Corporate Governance. None of the Directors of the Company is
disqualified from being appointed as Director.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
report that:
1. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed;
2. They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and profit and loss
account for the year under review;
3. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. They have prepared the Annual Accounts for the financial year ended
March 31,2014 on a going concern basis.
KEY MANAGERIAL PERSONNEL
In term of Section 203 of the Company''s Act, 2013 Company has already
appointed the key managerial personnel viz. Mr. Naveen Sawhney,
Managing Director, Mr. Devender Kumar Prashar, Joint Managing Director,
Mr. V. K. Beri, Chief Executive Officer and Ms. Garima Pant as Company
Secretary.
Company has also designated Mr. Satinder Bedi, Head Sourcing, Mr.
Dinesh Sukhla, President Operations, Mr. H.K. Pandita, Vice President
Marketing and Mr. Sandeep Kumar (G. M. - Finance & Accounts) as persons
one level below the Key Managerial Personnel''s of the Company.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
In accordance with Section 135 of the Companies Act, 2013, the Board of
Directors of the Company at their meeting held on August 14, 2014 have
approved the constitution of the CSR Committee which comprises four
directors viz. Mr. Naveen Sawhney, Mr. Devender Kumar Prashar, Mr. Om
Prakash Bhandari and Mr. Ajit Kumar Sahay to frame and recommend CSR
policy and other matters related to CSR compliances.
LISTING
The Equity Shares of the Company are listed on Bombay Stock Exchange
Limited and National Stock Exchange of India Limited. The requisite
annual listing fees have been paid to the Exchanges.
PARTICULAR OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The Company has given due attention towards conservation of energy. Our
Energy Efficiency drive includes:-
* All air conditioners, lights and computers are shut down after office
hours (except at the time of work commitments).
* There is an optimum ratio of glass windows to utilize natural
daylight and proper insulation and ventilation to balance temperature
and reduce heat.
* Your Company supports the ''Green Initiative'' taken by the Ministry of
Corporate Affairs and urges its shareholders to accept electronic
delivery of documents as prescribed by Law and provide valuable support
to the Company in conserving the environment by reducing impact of
printing.
FOREIGN EXCHANGE EARNING AND OUTGO
(a) Activities relating to export, initiatives taken to increase
exports, development of new export markets for products and expert
pians
During the year under review, the Company''s products were exported
mainly to Middle-East countries. Company participated in Exhibitions,
Technical Seminars & Conferences in foreign countries for promotion of
its products. Efforts continue to enlarge the geographical reach on
export market in order to maximize foreign exchange inflow and every
effort made to minimize the foreign exchange outflow.
(b) Total Foreign Exchange Earnings Rs. 684.39 Lacs
(c) Total Foreign Exchange Used Rs. 2943.62 Lacs
PARTICULARS OF EMPLOYEES
As per the limit prescribed in Companies (Particulars of Employees)
Amendment Rules, 2011, none of our employee falls within that category.
So, no information is required to be furnished under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules 1975.
MANAGING DIRECTOR / JOINT MANAGING DIRECTOR / GENERAL MANAGER (FINANCE
& ACCOUNTS) CERTIFICATION
Mr. Naveen Sawhney, Managing Director and Mr. Devender Kumar Prashar,
Joint Managing Director and Mr. Sandeep Kumar [General Manager
(Finance & Accounts)] has given a certificate to the Board as
contemplated under Clause 49 of the Listing Agreement with the Stock
Exchanges, provided in a separate section and forms part of this
Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standard of Corporate
Governance and adhere to the Corporate Governance Requirements set out
by SEBI.
The report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. Certificate from M/s
Gulshan Gupta & Associates, Company Secretaries, regarding compliance
with the conditions of Corporate Governance as stipulated in Clause 49
of the Listing Agreement has been obtained and is annexed at the end of
Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion & Analysis is provided in a separate section
and forms part of this Report.
AUDITORS
M/s Sharma Goel & Co., Chartered Accountants, Auditors of the Company
will retire at the conclusion of the ensuing AGM and are eligible for
reappointment as per the certificate furnished by them under Section
139 (1) of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014.
AUDITORS REPORT
The Auditors Report to the Members on the Accounts of the Company for
the financial year ended on March 31, 2014 does not contain any
qualification. The Notes to Accounts referred to in the Auditors Report
are self explanatory and therefore do not require further explanation.
COST AUDITORS
M/s S. Chander & Associates, Cost Accountant, were appointed as the
Cost Auditor for conducting the cost audit of the company for the
financial year 2013-14. M/s S. Chander & Associate have confirmed their
willingness to act as Cost Auditor of the company for the financial
year 2014-15 and have confirmed their appointment, if made, would be
within the prescribed limits under Section 139 of the Companies Act,
2013 read with the Rules made thereunder.
In view of the Green Initiative in Corporate Governance introduce by
the Ministry of Corporate Affairs vide its circular no. 17/2011 dated
21.04.2011, we started a sustainability initiative with the aim of
going green and minimizing our impact on the environment.
Electronic copies of the Annual Report 2014 and Notice of the 23rd
Annual General Meeting are sent to all members whose email addresses
are registered with the Company/ Depository participants. For members
who have not registered their e mail addresses, physical copies of
Annual Reports 2014 and Notice of the 23rd Annual General Meeting are
sent in the permitted mode. Members requiring physical copies can send
a request to Company Secretary.
The Company is providing e voting facility to all members to enable
them to cast their votes electronically on all resolutions set forth in
the notice. This is pursuant to section 108 of Companies Act, 2013 and
Companies (Management and Administration) Rules, 2014. The instructions
for e voting are provided in the Notice.
AWARDS AND RECOGNISIONS
Your Company during the vendor meet on 7th December, 2013 has
appreciated for Exceptional Contribution to the Hindalco Group and as a
token of recognition CORDS has been awarded a trophy. Further, formal
inauguration of the meet was jointly done by Mr. Naveen Sawhney,
Managing Director, Cords Cable Industries Limited and Mr. D.K. Kohly,
C.O.O of Hindalco Industries Limited.
This is a good achievement which has been recognized by one of the most
prestigious and important house like Hindalco Industries, Aditya Birla
Group.
We congratulate to all members for achieving this and look forward for
good efforts to continue for getting similar reorganization from other
houses as well.
ACKNOWLEDGEMENT
The Board of Directors wishes to place on record its appreciation for
the commitment, dedication and hard work done by the employees in the
Company and the co-operation extended by Banks, Financial Institutions,
Securities and Exchange Board of India, Government authorities,
Statutory authorities, customers and shareholders of the Company and
looks forward to a continued mutual support and co-operation.
FOR & ON BEHALF OF THE BOARD
Sd/- Sd/-
New Delhi Naveen Sawhney Devender Kumar Prashar
August 14, 2014 (Managing Director) (Joint Managing Director)
DIN: 00893704 DIN:00540057
Mar 31, 2013
To, Dear Members,
The Directors are pleased to present the Twenty Second Annual Report
together with the Audited Statement of Accounts for financial year
ended March 31, 2013.
FINANCIAL RESULTS (Rs. in Lacs)
Particulars FY 2012-13 FY 2011-12
Gross Sales 42401.55 40311.06
Net Sales 38543.54 37680.74
Other Income 170.64 150.95
Total Income 38714.18 37831.69
Profit before Depreciation & Tax 1740.11 1420.51
Depreciation 840.04 677.50
Profit before Tax 900.07 743.01
Provision for Tax 291.99 206.70
Profit after Tax 608.08 536.31
Profit brought forward from previous year 3800.59 3271.29
Profit available for appropriations 4408.67 3807.60
Appropriations:_
Proposed Dividend (Preference Dividend) 16.00 6.03
Corporate Dividend Tax 2.72 0.98
Transferred to General Reserve - -
Profit carried forward 4389.95 3800.59
OPERATIONAL HIGHLIGHTS
During the year under review, your Company achieved a Turnover of
Rs.38543.54 Lacs as compared to Rs. 37680.74 Lacs in the previous year.
The Operational Profit, before making provision for interest and
depreciation, amounted to Rs 3833.71 Lacs as against Rs.3562.15 Lacs in
the previous year.
The Profit before tax during the year was Rs.900.07 Lacs.
Your Company has build up strong ongoing relationship with customers
and has worked rigorously to deliver value-for-money to its customers.
This performance has been achieved by focusing on continuous
improvements in operational efficiency, customer service, higher sales,
effective working capital management and cost effective initiatives.
NEWLY ADDED PRESTIGIOUS EXPORT/DOMESTIC CLIENTS
During the year under review, your Company added prestigious worldwide
recognized client, Leighton Welspun Contractors. Leighton Welspun
Contractors is a part of the $23 billion Australia-based Leighton
Holdings. CORDS has bagged two orders totalling to over INR 80 million
for the supply of instrumentation Cable towards Oil Exploration, and
Power Generation and Distribution projects undertaken in Rajasthan,
India.
Besides, your company bagged an export order valuing over U.S. $2.18
million from OTV International (subsidiary of Veolia Water Solutions &
Technologies) its worldwide recognized French customer for supplies to
the state of Kuwait. OTV International is a part of the Â29.6 billion
France based Veolia Environment. This order was for supply of a variety
of Low-Voltage (LV) cables, including control, instrumentation and
power cables, valuing over US. $2.18 million to OTV International under
a supply and erection contact which OTV entered into with the Kuwaiti
Ministry of Electricity and Water for a Desalination plant in the State
of Kuwait.
RATING BY CARE
During the year under review, Credit Analysis & Research Ltd. (CARE)
has re-assigned "CARE BBB" (Triple B) and "A3" (A Three) rating to the
Long Term & Short Term Bank facilities of the Company in accordance
with Basel II norms. Instruments with this rating would carry moderate
credit risk. CARE has assigned this rating taking into account vast
experience of CCIL''s promoters inI the Cable Industry, long track
record of operations, established position in the Control and
Instrumentation cables market.
DIVIDEND
The Board of Directors, after duly considering the requirement of funds
for Working Capital and repayment of loan instalments, have not
recommended equity dividend for the year under review in view to
further strengthen the financial position of your Company.
CAPITAL STRUCTURE
The Authorised Capital of the Company is Rs. 15,60,00,000/- (Rupees
Fifteen Crores Sixty Lacs Only) divided into 1,20,00,000 (One Crore
Twenty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 3,60,000
(Three Lacs Sixty Thousand) Preference Share of Rs.100/- (Rupees
Hundred) each.
CORPORATE GOVERNANCE
A separate report on Corporate Governance forms part of the Annual
Report along with the Auditor''s Certificate on Compliance.
Certificate from M/s Gupta Gulshan & Associates, Company Secretaries,
regarding compliance with the conditions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement has been obtained and
is annexed at the end of Corporate Governance Report.
DIRECTORS
The Board constitutes of-
Mr. Naveen Sawhney, Mr D.K. Prashar- Executive Directors, and
Mr. O.P. Bhandari, Mr. N.K. Balasubramanian, Mr. Ajit Kumar Sahay - Non
Executive Independent Directors.
Mr. Naveen Sawhney is the Managing Director and Mr. D.K. Prashar is the
Joint Managing Director. Pursuant to Section 256 of the Companies Act,
1956, Mr. O.P. Bhandari is retiring by rotation and being eligible has
offered himself for re-appointment. The Board recommends the name of
Mr. O.P. Bhandari for reappointment as Director of the Company. Brief
resume of the Director proposed to be reappointed, nature of his
expertise in specific functional areas, name of companies in which he
hold directorships and memberships/chairmanships of Board Committees,
shareholding detail as stipulated under Clause 49 of the Listing
Agreements with the Stock Exchanges are provided in the Report on
Corporate Governance.
None of the Directors of the Company is disqualified from being
appointed as Director under clause (g) of sub- section (1) of section
274 of the Companies Act, 1956.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
report that:
1. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
2. They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and profit and loss
account for the year under review;
3. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act,1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. They have prepared the Annual Accounts for the financial year ended
March 31, 2013 on a going concern basis.
AUDITORS
M/s Sharma Goel & Co., Chartered Accountants, Auditors of the Company
will retire at the conclusion of the ensuring AGM and are eligible for
reappointment as per the certificate furnished by them under Section
224(1B) of the Companies Act, 1956
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The Company has given due attention towards conservation of energy. Our
Energy Efficiency drive includes:-
All air conditioners, lights and computers are shut down after office
hours (except at the time of work commitments).
There is an optimum ratio of glass windows to utilize natural daylight
and proper insulation/ventilation to balance temperature and reduce
heat.
Your Company supports the ''Green Initiative'' taken by the Ministry of
Corporate Affairs ("MCA") and urges its shareholders to accept
electronic delivery of documents as prescribed by Law and provide
valuable support to the Company in conserving the environment by
reducing impact of printing.
PARTICULARS OF EMPLOYEES
As per the limit prescribed in Companies (Particulars of Employees)
Amendment Rules, 2011, none of our employee falls within that category.
So, no information is required to be furnished under section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules 1975.
PUBLIC DEPOSITS
The Company has not accepted deposits from the public within the
meaning of Section 58(A) of the Companies Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion & Analysis is provided in a separate section
and forms part of this Report.
ACKNOWLEDGEMENT
The Board of Directors wishes to place on record its appreciation for
the commitment, dedication and hard work done by the employees in the
Company and the cooperation extended by Banks, Financial Institutions,
Securities and Exchange Board of India, Government authorities,
Statutory authorities, customers, vendors and shareholders of the
Company and looks forward to a continued mutual support and
co-operation.
FOR & ON BEHALF OF THE BOARD
Sd/- Sd/-
New Delhi Naveen Sawhney D.K. Prashar
August 14, 2013 (Managing Director) (Joint Managing Director)
Mar 31, 2012
The Directors are pleased to present the Twenty First Annual Report
together with the Audited Statement of Accounts of financial year ended
March 31, 2012.
FINANCIAL RESULTS (Rs. in Lacs)
Particulars FY 2011-12 FY 2010-11
Gross Sales 40311.06 31117.50
Net Sales 37680.74 28961.07
Other Income 150.95 127.66
Total Income 37831.69 29088.73
Profit before Depreciation & Tax 1420.51 1222.88
Depreciation 677.50 434.19
Profit before Tax 743.01 788.69
Provision for Tax 206.70 251.57
Profit after Tax 536.31 537.12
Profit brought forward from
previous year 3271.29 2734.17
Profit available for appropriations 3807.60 3271.29
Appropriations:
Proposed Dividend (Preference Dividend) 6.03 -
Corporate Dividend Tax 0.98 -
Profit carried forward 3800.59 3271.29
OPERATIONAL HIGHLIGHTS
During the year under review, your Company has registered strong
growth. It achieved a turnover of Rs. 37680.74 Lacs as compared to
Rs.28961.07 Lacs in the previous year, which is a jump of over 30%. The
Operational Profit, before making provision for interest and
depreciation, amounted to Rs. 3562 .15 Lacs as against Rs. 2504.93 Lacs
in the previous year, surging thus by over 40%.
The Profit before tax during the year was Rs.743.01 Lacs.
The Company has build up strong ongoing relationships with its
customers and has worked rigorously to deliver them specialized cables
which are value-for-money at the same time. This performance has been
achieved by focusing on continuous improvement in operational
efficiency, customer service, quality, effective working capital
management and employees' welfare initiative.
RECOGNITION
Your company was rated as world's 513th fastest growing company by
US-based global business newspaper, 'International Business Times', in
its list of world's 1000 fastest growing companies in January of 2012.
(source:
http://www.ibtimes.com/ibt1000/search/title/Cords Cable Industries, Ltd.)
NEWLY ADDED PRESTIGIOUS CLIENTS
During the year under review, the Company added several prestigious
clients. Few of them have been mentioned here under:
The Company added in its customer profile prestigious worldwide
recognized client, 'Veolia Water Solutions Oil & Gas', for a water
treatment plant project at the Kingdom of Bahrain. Veolia Water
Solutions Oil & Gas is the global division of Veolia Water Solutions &
Technologies and is a part of the 155 year old French based 29,647
Million Veolia Environment. VWS Oil & Gas is dedicated to serving the
oil and gas industry and supports developments onshore and offshore
around the world.
Your Company also got an international approval for its main stream
cable productsÃInstrumentation Cable, Control Cable, Signaling Cable,
Thermocouple Cable, Communication Cable and LT Power Cable from its
prestigious new customer Tatweer Petroleum, Kingdom of Bahrain.
This year the Company bagged its first order from Portugal's largest
Electrical & Electromechanical Group - EFACEC Group. Under this initial
order, Control and Instrumentation Cables valuing more then INR 70
Million shall be supplied by your Company towards a Power Plant project
undertaken by EFACEC in India.
RATING BY CARE
During the year under review Credit Analysis & Research Ltd. (CARE) has
re-assigned "CARE BBB " (Triple B Plus) and "A3 " (A Three Plus) rating
to the Long Term & Short Term Bank facilities of the Company in
accordance with Basel II norms. Instrument with this rating would carry
moderate credit risk. CaRe has assigned this rating taking into account
vast experience of CCIL's promoters in the Cable Industry, long track
record of operations, established position in the Control and
Instrumentation cables market, comfortable order book position and
moderately favorable capital structure.
DIVIDEND
The Board of Directors after duly considering the requirement of funds
for Working Capital and stabilization of its newly commissioned ultra
modern cable expansion project at Kaharani have not recommended
dividend for the year under review in view to further strengthen the
financial position of your Company.
CAPITAL STRUCTURE
During the year under review Authorised Capital of the Company was
increased from Rs. 12.00.00.000 (Rupees Twelve Crores) to Rs.
14,00,00,000 (Rupees Fourteen Crores) by addition of 2.00.000 (Two
Lacs) Preference Shares of Rs. 100/- each. The Paid Capital of the
Company is Rs.13,02,77,800/- (Rupees Thirteen Crores Two Lacs Seventy
Seven Thousand and Eight Hundred only) divided into 1,14,27,780 (One
Crore Fourteen lacs Twenty Seven Thousand Seven Hundred and Eighty)
Equity Shares of Rs. 10/- and 1,60,000 (One Lac Sixty Thousand)
Preference Shares of Rs. 100/- each.
CORPORATE GOVERNANCE
A separate report on Corporate Governance forms part of the Annual
Report along with the Auditor's Certificate on Compliance.
DIRECTORS
During the year under review, Mr. Naveen Sawhney, Managing Director &
Mr. D.K. Prashar, Joint Managing Director were reappointed as Managing
Director and Joint Managing Director respectively of the Company for a
period of five years with effect from July 01, 2011 to June 30, 2016.
The Board constitutes of-
Mr. Naveen Sawhney, Mr D.K. Prashar- Executive Directors, and
Mr. O.P. Bhandari, Mr. N.K. Balasubramanian, Mr. Ajit Kumar Sahay - Non
Executive Independent Directors.
Pursuant to Section 256 of the Companies Act, 1956 Mr. Ajit Kumar Sahay
is retiring by rotation and being eligible has offered himself for
re-appointment. The Board recommends the name of Mr. Ajit Kumar Sahay
for reappointment as Director of the Company. Brief resume of the
Director proposed to be reappointed, nature of his expertise in
specific functional areas, name of companies in which he hold
directorships and memberships/chairmanships of Board Committees,
shareholding detail as stipulated under Clause 49 of the Listing
Agreements with the Stock Exchanges are provided in the Report on
Corporate Governance.
None of the Directors of the Company is disqualified from being
appointed as Director under clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors
report that:
1. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
2. They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and profit and loss
account for the year under review;
3. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act,1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. They have prepared the Annual Accounts for the financial year ended
March 31, 2012 on a going concern basis.
AUDITORS
M/s Sharma Goel & Co., Chartered Accountants, Auditors of the Company
will retire at the conclusion of the ensuring AGM and are eligible for
reappointment as per the certificate furnished by them under Section
224(1B) of the Companies Act, 1956
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The Company has given due attention towards conservation of energy. Our
Energy Efficiency drive includes:-
- All air conditioners, lights and computers are shut down after office
hours (except at the time of work commitments.)
- There is an optimum ratio of glass windows to utilize natural
daylight and proper insulation/ventilation to balance temperature and
reduce heat.
- Your Company supports the 'Green Initiative' taken by the Ministry of
Corporate Affairs ("MCA") and urges its shareholders to accept
electronic delivery of documents as prescribed by Law and provide
valuable support to the Company in conserving the environment by
reducing impact of printing.
FOREIGN EXCHANGE EARNING AND OUTGO
(a) Activities relating to export, initiatives taken During the year
under review, the Company's to increase exports, development of new
products were exported mamty to Middle-East export markets for products
and export countries. Company participated m Exhibitions, T iiiairvcio
iui p.uv-iuvio a. iu Technical Seminars & Conferences in foreign plans
countries for promotion of its products. Efforts continue to enlarge
the geographical reach on export market in order to maximize foreign
exchange inflow and every effort made to minimize the foreign exchange
outflow.
PARTICULARS OF EMPLOYEES
As per the limit prescribed in Companies (Particulars of Employees)
Amendment Rules, 2011 none of our employee falls within that category.
So, no Information is required to be furnished under section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules 1975.
PUBLIC DEPOSITS
The Company has not accepted deposits from the public within the
meaning of Section 58(A) of the Companies Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion & Analysis is provided in a separate section
and forms part of this Report.
ACKNOWLEDGEMENT
Your Directors also wish to place on record their appreciation for the
continuous support received from the bankers, shareholders, customers,
suppliers, various statutory bodies of the Government of India and the
Company's employees at all levels.
FOR & ON BEHALF OF THE BOARD
Sd/-
New Delhi Naveen Sawhney
August 08, 2012 (Chairman)
Mar 31, 2011
Dear Shareholders,
The Directors are pleased to present the Twentieth Annual Report
together with the Audited Statement of Accounts of financial year ended
March 31, 2011.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars FY 2010-11 FY 2009-10
Net Sales 28961.07 22083.42
Other Income 127.66 148.57
Total Income 29088.73 22231.99
Profit before Depreciation & Tax 1223.18 989.46
Depreciation 434.19 366.89
Profit before Tax 788.99 622.57
Provision for Tax 251.87 203.96
Profit after Tax 537.12 418.61
Profit brought forward from
previous year 2734.17 2491.14
Profit available for
appropriations 3271.29 2909.75
Appropriations:
Proposed Dividend - 114.28
Corporate Dividend Tax - 19.42
Transferred to General Reserve - 41.87
Profit carried forward 3271.29 2734.18
OPERATIONAL HIGHLIGHTS
This year your Company had several positive developments. The Company
achieved a Turnover of Rs. 28961 Lacs as compared to Rs.22083 Lacs in
the previous year. The Profit before tax during the year was Rs.788.99
Lacs showing more than 26% increase as that of previous year.
Your Company recently added Solar PV Cables to its portfolio as well as
other recently marketed products including foundation fieldbus cables,
fire survival cables, low temperature cables, EPR insulated cables and
specialized cables for oil and gas.
This performance is attributed to your companyÃs dedicated, firm and
planned approach towards tapping market potentials both local as well
as international, setting up of upgraded and modernized facility at
Kaharani so as to keep pace with the requirements of the market as well
as maintain a team of highly dedicated professionals and task oriented
executives to execute the plans in a phased manner and in the right
direction.
COMMENCEMENT OF COMMERCIAL PRODUCTION
This year your Company commissioned its new ultra-modern cable
manufacturing facility at Kaharani, Rajasthan. This new facility is
spread over an area of approximately 68,360 square meters. With the
commissioning of this new facility, the approximate installed capacity
of the company now stands at 65,000 cable k.m., i.e., an expansion of
about 35,000 cable k.m. of installed capacity. The new site has, as
such, got an immense potential for even future expansions to service
the increasing demand of products of the company.
The phenomenal growth of over 30% in revenues registered by the company
in Financial Year 2010-2011 over the previous Financial Year is partly
due to the substantial increase in its production capacity owing to the
successful commissioning of its new facility.
RATING BY CARE
During the year under review Credit Analysis & Research Ltd. (CARE) has
re-assigned ÃCARE BBB Ã (Triple B Plus) and ÃPR3 Ã (PR Three Plus)
rating to the Long Term & Short Term Bank facilities of the Company in
accordance with Basel II norms. Instruments with this rating would
carry moderate credit risk. CARE has assigned this rating taking into
account vast experience of CCIL's promoters in the Cable Industry, long
track record of operations, established position in the Control and
Instrumentation cables market, comfortable order book position and
moderately favorable capital structure.
ISO 9001:2008
Your companyÃs newly commissioned cable manufacturing facility at
Kaharani has recently bean accredited with ISO 9001:2008 certification.
ISO 9001 certification proves that the CompanyÃs Quality Management
System has been certified in line with the best practices standard and
is found compliant. It provides a framework for focus on customer and
product requirements, process performance and effectiveness with
emphasis on continual improvement and objective measurement. It helps
the Company to achieve consistency, improve internal processes, fulfill
contractual obligations and gives a competitive advantage and increases
customer confidence.
AGGRESSIVE COST CUTTING INITIATIVES :
In order to protect its projected cash-flows from the on-going upward
volatility in the interest rates, your company has successfully
converted an amount of Rs. 20 crore from a floating interest rate of
13.75% p.a. to a fixed rate of 10.50% p.a. (fixed @10.50% p.a. for the
entire tenure of the loan). Now a substantial portion of your companyÃs
long term financial commitments is on fixed interest terms basis. With
this initiative, going forward, your company is expected to also save
on to a substantial amount of interest outflow.
DIVIDEND
The Board of Directors after duly considering the requirement of funds
for Working Capital and stabilization of its newly commissioned ultra
modern cable expansion project at Kaharani have not recommended
dividend for the year under review in view to further strengthen the
financial position of your Company.
CAPITAL STRUCTURE
During the year under review there was no change in the capital
structure of the Company. The Authorised Share Capital of the Company
is Rs. 12,00,00,000 (Rupees Twelve Crores) divided into 1,20,00,000
(One Crore Twenty Lacs ) Equity Shares of Rs. 10/- each. The Paid
Capital of the Company is Rs.11,42,77,800/- (Rupees Eleven Crores Forty
Two Lacs Seventy Seven Thousand and Eight Hundred only) divided into
1,14,27,780 (One Crore Fourteen lacs Twenty Seven Thousand Seven
Hundred and Eighty) Equity Shares of Rs. 10/- each.
UTILIZATION OF PUBLIC ISSUE PROCEEDS
Details of utilization of Public Issue Proceeds have been submitted in
Note no.16 of Schedule No. 18(c) attached to the Annual Accounts.
CORPORATE GOVERNANCE
A separate report on Corporate Governance forms part of the Annual
Report along with the Auditor's Certificate on Compliance.
DIRECTORS
During the year under review, Mr. A. K. Gangopadhyay, Non Executive
Director has resigned w.e.f. August 13, 2010
Mr. Ajit Kumar Sahay has joined the Board as Non-Executive Director
w.e.f. May 29, 2010. Mr. Sahay has extensive managerial experience of
over four decades in both Public & Private Sectors, including about ten
years as Director/CMD at Board Level.
The Board constitutes of-
Mr. Naveen Sawhney, Mr D.K. Prashar- Executive Directors, and
Mr. O.P. Bhandari, Mr. N.K. Balasubramanian, Mr. Ajit Kumar Sahay - Non
Executive Independent Directors.
Pursuant to Section 256 of the Companies Act, 1956 Mr. N. K.
Balasubramanian and Mr. D. K. Prashar are retiring by rotation and
being eligible have offered themselves for re-appointment. The Board
recommends the name of Mr. N. K. Balasubramanian and Mr. D. K. Prashar
for reappointment as Directors of the Company. Brief resume of the
Directors proposed to be reappointed, nature of their expertise in
specific functional areas, name of companies in which they hold
directorships and memberships/chairmanships of Board Committees,
shareholding detail as stipulated under Clause 49 of the Listing
Agreements with the Stock Exchanges are provided in the Report on
Corporate Governance.
None of the Directors of the Company is disqualified from being
appointed as Director under clause (g) of sub- section (1) of Section
274 of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors
report that:
1. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
2. They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and profit and loss
account for the year under review;
3. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act,1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. They have prepared the Annual Accounts for the financial year ended
March 31, 2011 on a going concern basis.
AUDITORS
M/s. Sharma Goel & Co., Chartered Accountants, auditors of the Company
will retire at the conclusion of the ensuring AGM and are eligible for
reappointment as per the certificate furnished by them under Section
224(1B) of the Companies Act, 1956
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The Company has given due attention towards conservation of energy. It
not only reduces the cost of production but also helps in conservation
of natural resources which are depleting very fast. The Company is
constantly looking for savings of energy and trying to conserve energy
continuously by modifications or trying alternate means and
continuously upgrading technology and works production. It makes
continuous efforts to update itself, technically, and qualitatively
applies new techniques in the manufacturing process so as to achieve a
better product quality and technical reliability.
FOREIGN EXCHANGE EARNING AND OUTGO
(a) Activities relating to export, Company participated in
initiatives taken to exhibitions in foreign
increase exports, development countries for promotion of
of new export markets for its products. Products as
products and export plans per requirements of foreign
markets were developed.
PARTICULARS OF EMPLOYEES
As per the limit prescribed in Companies (Particulars of Employees)
Amendment Rules, 2011 none of our employee falls within that category.
So, no Information is required to be furnished under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules 1975.
PUBLIC DEPOSITS
The Company has not accepted deposits from the public within the
meaning of Section 58(A) of the Companies Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion & Analysis is provided in a separate section
and forms part of this Report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record it's sincere
thanks to their Bankers and Financial Institutions, all it's employees,
customers, suppliers both locally as well as internationally and
shareholders for their ongoing support and the trust they have put in
the management of the Company and look forward for the same in future.
FOR & ON BEHALF OF THE BOARD
Sd /-
Naveen Sawhney
(Chairman)
New Delhi
August 12, 2011
Mar 31, 2010
The Directors are pleased to present the Nineteenth Annual Report
together with the Audited Statement of Accounts of financial year ended
March 31st, 2010.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars FY 2009-10 FY 2008-09
Net Sales 22083.42 22170.77
Other Income 148.57 109.02
Total Income 22231.99 22279.79
Profit before Depreciation
& Tax 989.46 1397.55
Depreciation 366.89 286.20
Profit before Tax 622.57 1111.35
Provision for Tax 203.96 398.65
Profit after Tax 418.61 712.70
Profit brought forward
from previous year 2491.14 1983.44
Profit available for
appropriations 2909.75 2696.14
Appropriations:
Proposed Dividend 114.28 114.28
Corporate Dividend Tax 19.42 19.42
Transferred to General Reserve 41.87 71.30
Profit carried forward 2734.18 2491.14
OPERATIONAL HIGHLIGHTS
The financial year 2009-10 was extremely challenging year for the
entire cable industry. However, inspite of all challanges, our Company
achieved a Turnover of Rs. 22083 Lacs. Though, owing to the external
pressure on margins, there was a decline in profit before tax (PBT)
during the year as compared to previous year as the operating margin
were remain under pressure due to increase in interest cost and other
inputs.
A detailed analysis and insight into the financial performance and
operations of your Company for the year under review and future
outlook, is appearing in the Management Discussion & Analysis which
forms part of the Annual Report.
PROJECT UPDATES
In view of the past recessionary market conditions, the management
decided to hold on to the project implementation for a while. However,
since the turn around in the economy is already taking shape, the
project implementation has been revived by the Company. In view of the
above, after having achieved the financial closure, the Company has
subsequently expedited the project implementation and has already
achieved the advance stage in civil construction at its project site at
Kahrani.
Consequently, the project is now expected to be commissioned in the
second half of Financial Year 2010-2011.
RATING BY CARE
During the year under review, Credit Analysis & Research Ltd. (CARE)
has assigned "CARE BBB+" (Triple B Plus) and "PR3+" (PR Three Plus)
rating to the Long Term & Short Term Bank facilities of the Company in
accordance with Basel II norms . Instrument with this rating is
consider to carry moderate credit risk. CARE has assigned this rating
taking into account vast experience of CCILs promoters in the Cable
Industry, long track record of operations, established position in the
Control and Instrumentation cables market, comfortable order book
position and moderately favorable capital structure.
DIVIDEND
Your Directors are pleased to recommend Dividend at the rate of Re.1
per share for financial year 2009-10.
The Dividend, if approved, at the Annual General Meeting would involve
an outflow of Rs.114.28 Lacs towards dividend and Rs.19.42 Lacs towards
corporate dividend tax, resulting in a total outflow of Rs. 133.70
Lacs. The total outflow on dividend on Equity Shares of the Company for
the year 2009-2010 would translate to 31.94% of the profits of the
Company.
CAPITAL STRUCTURE
During the year under review there was no change in the capital
structure of the Company. The Authorised Share Capital of the Company
is Rs. 12,00,00,000/- (Rupees Twelve Crores) divided into 1,20,00,000
(One Crore Twenty Lacs ) Equity Shares of Rs. 10/- each. The Paid
Capital of the Company is Rs.11,42,77,800/- (Rupees Eleven Crores Forty
Two Lacs Seventy Seven Thousand and Eight Hundred only) divided into
1,14,27,780 (One Crore Fourteen lacs Twenty Seven Thousand Seven
Hundred and Eighty) Equity Shares of Rs. 10/- each.
UTILIZATION OF PUBLIC ISSUE PROCEEDS
Details of utilization of Public Issue Proceeds have been submitted in
Note no.15 & 16 of Schedule No. 18(c) attached to the Annual Accounts.
CORPORATE GOVERNANCE
A separate report on Corporate Governance forms part of the Annual
Report along with the Auditors Certificate on
DIRECTORS
During the year under review, Mr. Rakesh Malhotra, Joint Managing
Director has resigned from his Directorship w.e.f. September 19, 2009,
Mr. A. K. Gangopadhyay, Non Executive Director has resigned w.e.f.
August 13, 2010
Mr. Ajit Kumar Sahay has joined the Board w.e.f. May 29, 2010. Mr.
Sahay has extensive managerial experience of over four decades in both
Public as well as Private Sectors, including about ten years as
Director/CMD at Board Level.
The Board constitutes of-
Mr. Naveen Sawhney, Mr D.K. Prashar- Executive Directors, and
Mr. O.P. Bhandari, Mr. N.K. Balasubramanian, Mr. Ajit Kumar Sahay - Non
Executive Independent Directors.
Pursuant to Section 256 of the Companies Act, 1956 Mr. Naveen Sawhney
and Mr. O.P. Bhandari are retiring by rotation and being eligible have
offered themselves for re-appointment. The Board recommends the name of
Mr. Naveen Sawhney and Mr. O.P. Bhandari for reappointment as
Directors of the Company. Brief resume of the Directors proposed to be
reappointed, nature of their expertise in specific functional areas,
name of companies in which they hold directorships and
memberships/chairmanships of Board Committees, shareholding detail as
stipulated under Clause 49 of the Listing Agreements with the Stock
Exchanges are provided in the Report on Corporate Governance.
None of the Directors of the Company is disqualified from being
appointed as Director under clause (g) of sub- section (1) of section
274 of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors
report that:
1. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
2. They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and profit and loss
account for the year under review;
3. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act,1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. They have prepared the Annual Accounts for the financial year ended
March 31, 2010 on a going concern basis.
AUDITORS
Members will be requested at the Annual General Meeting to appoint
auditors for the Current year and pass resolutions as per Item No. 5 of
the Notice.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The Company has given due attention towards conservation of energy. It
not only reduces the cost of production but also helps in conservation
of natural resources which are depleting very fast. The Company is
constantly looking for savings of energy and trying to conserve energy
continuously by modifications or trying alternate means and
continuously upgrading technology and works production. It makes
continuous efforts to update itself, technically, and qualitatively
applies new techniques in the manufacturing process so as to achieve a
better product quality and technical reliability.
FOREIGN EXCHANGE EARNING AND OUTGO
(Rs. in Lacs)
FY 2009-10 FY 2008-09
Foreign Exchange Earnings Rs. 4221.89 Rs.2821.02
Foreign Exchange Outgo Rs.1413.38 Rs.270.27
PARTICULARS OF EMPLOYEES
Information required to be furnished under section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules 1975 is attached to the report.
PUBLIC DEPOSITS
The Company has not accepted deposits from the public within the
meaning of Section 58(A) of the Companies Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion & Analysis is provided in a separate section
and forms part of this Report.
AWARDS & RECOGNITION
Ministry of Commerce & Industry has awarded the status of Export House
to your Company for a period of 5 years.
ACKNOWLEDGEMENT
Your Directors wish to record their warm appreciation for the valuable
co-operation and support received from all the customers and suppliers,
various Financial Institutions, Banks, Central and State Government
Bodies, Auditors and Legal Advisors for their continuous support. We
would also like to express thanks to our Shareholders for their
confidence and understanding.
Last but not the least, we wish to place on record our appreciation for
the sincere services rendered by the employees and our officials at all
levels.
FOR & ON BEHALF OF THE BOARD
Sd /-
New Delhi Naveen Sawhney
August 13,2010 (Chairman)