Mar 31, 2023
The Directors have pleasure in presenting the 58thAnnual Report on the business and operations of Delton Cables Limited (âthe Companyâ) together with the Audited Financial Statement for the financial year ended on March 31,2023.
FINANCIAL RESULTS
(Rs. in Lakhs) |
||
Particulars |
2022-23 |
2021-22 |
Revenue from operation |
27214.70 |
15911.56 |
Other Income |
133.42 |
59.93 |
Total Income |
27348.13 |
15971.49 |
Total Expenditure |
26691.17 |
15866.46 |
Profit / (Loss) Before Exceptional Item and Tax |
656.96 |
105.03 |
Add : Exceptional Item (indicate nature) |
7.99 |
(0.08) |
Profit/ (Loss) Before Tax |
664.95 |
104.95 |
Less :Income Tax |
- |
19.91 |
Add :Deferred Tax |
607.20 |
(0.57) |
Less :Adjustment of taxes for earlier years |
- |
9.00 |
Net Profit / (Loss) |
57.75 |
76.61 |
During the year under review, the Company achieved Revenue from operations of Rs. 27214.70 lakhs as compared to Rs. 15911.56 lakhs in the previous financial year. Further, the Company has earned profit after tax and exceptional items of Rs.57.75 lakhs in the current financial year as against profit of Rs. 76.61 lakhs in the previous financial year.
The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations.
Due to the working capital requirements of the Company, the Board of Directors does not recommend any dividend for the financial year 2022-23. Also, the Board proposes to reserve appropriate portion of profit for enhancing business.
The paid up equity share capital as on 31st March, 2023 was Rs. 8,64,00,000/-. During the year under review, the Company has not altered its share capital.
During the year under review your Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business of the Company, during the year under review.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year 2022-23 and the date of the report.
AUDITORS1. Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 (âthe Actâ), read with the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, if any (including any statutory modification(s) or re-enactment (s) thereof for the time being in force) the Members of the Company at their 57th Annual General Meeting held in the year 2022, approved the re- appointment of M/s. Bansal & Co, LLP, Chartered Accountants, New Delhi (Firm Reg. No. 001113N), as the Statutory Auditors of the Company from the conclusion of 57th Annual General Meeting till the conclusion of ensuing 62nd Annual General Meeting of the Company.
The Audit report issued by M/s. Bansal & Co, LLP, Chartered Accountants,Statutory Auditors on the Companyâs financial statements for the financial year ended on 31 st March, 2023 is part of the Annual Report. There has been no qualification, reservation or adverse remark in their Report.
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mrs. Malavika Bansal, Practicing Company Secretary (COP: 9159) as the Secretarial Auditor in their Meeting held on 27th May, 2022 to undertake the Secretarial Audit of the Company for the Financial Year ended on 31st March, 2023. The Secretarial Audit Report is annexed as Annexure I.
The Secretarial Audit Report for the financial year ended on 31st March, 2023 contains some observations for delay in filings which are self-explanatory and apart from said observations there are no qualification, reservation, adverse remark or disclaimer in the said Secretarial Audit Report.
Pursuant to the provision of Section 148 of the Companies Act, 2013 and the rules & regulations made there under
(including any statutory modification(s) or re-enactment(s) thereof for the time being in force) the Company is required to appoint Cost Auditor to conduct the cost audit for the Financial Year 2022-23.
Accordingly, the Board of Directors of the Company has appointed M/s. J. Chandra & Associates, Cost Accountants (Firm Registration no. 000384), as Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year 2022-23 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.
The Board has duly examined the Report issued by the Cost Auditors of the Company on the Cost Accounts for the financial year ended March 31, 2023. The Report doesnât contain any qualification, reservation or adverse remark.
QUALITY POLICY / CERTIFICATION
Your Companyâs Mission is âSUCCESS OF ITS CUSTOMERSâ. Your Company is always committed to provide good quality products consistently to its customers worldwide. Your Management on its part is also fully committed to further improve quality and provides all inputs and resources to achieve this goal.
Your company is certified for ISO 9001:2008 in quality.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013
During the financial year 2022-23 your Company has not made any loan, guarantee and investment u/s186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year all Related Party Transactions were on an armâs length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There were no transactions during the year which would require to be reported in Form AOC.2.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year, Mr. Mahesh Prasad Mehrotra (DIN:00016768) resigned from the position of Independent Director on June 14, 2022. The Board placed on record its appreciation for the valuable contribution made by him during his tenure as Independent Director of the Company.
The Board of Directors of the Company has appointed Mr. Abhishek Poddar (DIN: 00031175) as an Additional Director, designated as Independent Director of the Company for a period of 5 (Five) consecutive years from September 02, 2023. Appointment of Mr. Abhishek Poddar as the Independent Director of the Company was subsequently approved by the Shareholders of the Company in the Annual General Meeting (âAGMâ) held on September 30, 2022.
In accordance with the provisions of the Companies Act, 2013 and relevant Rules framed there under and the Articles of Association of the Company, Mr. Vijender Kumar Gupta (DIN: 00036210) who retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board on the recommendations of Nomination and Remuneration Committee proposed the re-appointment of Mr. Vijender Kumar Gupta, as Chairman and Whole-time Director, liable to retire by rotation on the Board of the Company.
Independent Directors
The Independent Directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended, and regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.
The Board took on record the declaration and confirmation submitted by the Independent Directors regarding meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Key Managerial Personnel
The details of Key Managerial Personnel (KMP) of the Company are as follows:
S. No. |
Name |
Designation |
Date of Appointment/ Reappointment |
Date of Cessation |
1 |
Mr. Vijender Kumar Gupta |
Chairman & Whole-time Director |
13.08.2020 |
|
2 |
Mr. Vivek Gupta |
Managing Director & CEO |
01.08.2020 |
|
3 |
Mr. Shashi Kumar Sharma |
Whole Time Director |
11.08.2021 |
|
4 |
Mr. Arun Kamra |
Chief Financial Officer |
27.06.2020 |
28.02.2023 |
5 |
Mr. Vikas Rawat |
Company Secretary |
13.11.2018 |
--- |
Due to the resignation of Mr. Arun Kamra from the position of Chief Financial Officer of the Company w.e.f. 28.02.2023, the Company has appointed Mrs. Sangeeta Tondon as a Chief Financial Officer of the Company w.e.f. 13.07.2023.
EVALUATION OF THE BOARDâS PERFORMANCE
Pursuant to the applicable provisions of the Companies Act, 2013, rules & regulations made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 an annual evaluation of performance of the Board, Chairman, Independent Directors, Non-executive Directors as well as the evaluation of the working of its Committees has been carried out during the year under review.
The Nomination and Remuneration Committee formulated the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.
COMPOSITION AND MEETINGS OF THE BOARD AND ITS COMMITTEES
During the Financial Year 2022-23, the Board met seven times. The details on composition of the Board, committees, meeting held and related attendance are provided in Corporate Governance Report and form a part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of provisions of Section 177(9) of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a whistle blower policy, details of which are provided in Corporate Governance Report. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Companyâs website at www.deltoncables.com.
During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism / Whistle Blower Policy of the Company was received by the Company.
The company follows a policy on remuneration of Directors, Key Managerial Personnel and Senior Management Employees. Pursuant to the Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and rules & regulations made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the policy has been formulated by the Nomination and Remuneration Committee and approved by the Board. The Policy is given in the Annexure II.
DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, ETC.
The details of remuneration of Directors, employees and Key Managerial Personnel as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached hereto as Annexure III.
The information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is to be provided in the Report. However, in terms of the second proviso to Section 136 of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.
None of the employees listed in the said Annexure is related to any Director of the Company.
A copy of the annual return as provided under Section 92(3) and Section 134(3) (a) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/ MCA, is hosted on the Companyâs website and can be accessed at www.deltoncables. com
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, the information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed to this report as Annexure IV.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the year under review your Company had no Subsidiaries, Joint Venture or Associates.
The Company has adequate internal control procedures commensurate with the size of the company and the nature of
its business with regard to its operations, financial reporting and compliance with applicable laws and regulations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. This is further strengthened by the Internal Audit done concurrently. Besides, this Audit Committee of the Company is also being regularly appraised the Financial control system. The Company also continues its efforts to align all its processes and controls with best practices.
The Corporate Governance Report as stipulated under Regulation of 17 to 27 & 46(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report, as required by Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder, the Company has formed Internal Committee for its work places to address the complaints pertaining to sexual harassment in accordance with the POSH Act.
The disclosure required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is given in Corporate Governance Report.
COMPLIANCE WITH THE SECRETRIAL STANDARDS
During the year under review, the Company has complied with all applicable provisions of Secretarial Standards
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility (âCSRâ) Committeeâs prime responsibility is to assist the Board in discharging its corporate social responsibilities by way of formulating and monitoring implementation of the objectives set out in the âCorporate Social Responsibility Policyâ (âCSR Policyâ).
The CSR Policy of the Company, inter alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework.
The CSR Policy of the Company is available on the Companyâs website and can be accessed at www.deltoncables.com.
During the year, the Company has spent an amount of Rs. 5.42 Lakh during 2022-23.
In terms of the provisions of Section 135 of the Companies Act, 2013 as amended from time to time read with the CSR Rules, the Annual Report on CSR activities under the format prescribed in Annexure II of the CSR Rules is annexed to this Report in Annexure V.
The Board of Directors of the Company have designed Risk Management Policy and guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companyâs businesses and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement u/s 134(3)(c) of the Companies Act, 2013 (the âActâ) with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2023 and of the profit and loss of the company for the year ended on that date;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
No such process was initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC).
DETAILS OF ONE TIME SETTLEMENT
The provision of details and disclosure of One Time settlement is not applicable to the Company, therefore disclosure of the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is also not applicable.
The Directors would like to thank all the Shareholders, customers, dealers, suppliers, bankers, financial institutions and all the other business associates for their continued support to the Company and the confidence reposed in its Management. The Directors also thank the Government authorities for their understanding and co-operation. The Directors wish to record their sincere appreciation of the significant contribution made by the employees of the Company at all levels.
Mar 31, 2015
DEAR MEMBERS,
The Directors have pleasure in presenting the 50th Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31st March, 2015.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars 2014-15 2013-14
Gross Sales 14211.30 11820.10
Less : Excise 1080.94 1040.03
Net Sales 13130.36 10780.07
Other Income 82.07 117.96
Total Income 13212.43 10898.03
Total Expenditure 13362.10 11278.49
Profit / (Loss) Before Exceptional (149.67) (380.46)
Item and Tax
Add : Exceptional Item (indicate nature) 103.31 5.19
Profit/ (Loss) Before Tax (46.36) (375.27)
Less : Income Tax - -
Less : Deferred Tax 14.26 (115.28)
Less : Adjustment of taxes for earlier 5.54 -
years
Net Profit / (Loss) (66.16) (259.99)
PERFORMANCE REVIEW
In F.Y. 15, several measures were taken for improving the performance
of the Company and to secure new orders across various businesses and
geographies.
Your company achieved a turnover of Rs. 14211.30 Lacs as against Rs.
11820.10 during the previous financial year. During the year under
review there is no cash loss in the Company. The net loss for the
financial year 2014-15 is Rs. 66.16 Lac as compared to the loss of Rs.
259.99 in the previous financial year 2013-14.
DIVIDEND
Due to the loss in the year, the Board of Directors has not proposed
any dividend for the Financial Year ending 31st March, 2015.
SHARE CAPITAL
The paid up equity share capital as on March 31, 2015 was Rs.
8,64,00,000/-. During the year under review, the Company has issued
56,40,000 bonus equity shares of Rs.10/- each to the shareholders of
the Company in the ratio of 2:1 on 28 January, 2015.
FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of
Sections 73 to 76 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
OUTLOOK
There is little evidence both in the domestic and global markets for an
early restoration of demand-supply equilibrium and consequent recovery
in the market. To keep abreast with the latest trends in the industry,
your Company was also vigilant about technological upgradation of its
production facilities, with the aim of improving assets performance and
cost competitiveness. As your company is the older player in Indian
Cable Industry, has coveted experience in manufacturing of wires and
cables and competent to face the challenges. Much of the problem is
industry centric and it is some comfort that your company is relatively
better placed as compared to most of its peers. It should hence be able
to strike it early as and when the industry turnaround is on the anvil.
AUDITORS
M/s. S.R. Dinodia & Co. LLP, Chartered Accountants, New Delhi,
Statutory Auditors were appointed in the 49th AGM to hold office until
the conclusion of 52nd AGM. Your company seeks ratification of the
appointment of Statutory Auditors at the ensuing Annual General
Meeting.
There are no qualifications or reservations or adverse remarks made by
the Auditors in their Report.
SECRETARIAL AUDIT
A Secretarial Audit was conducted during the year by the Secretarial
Auditor Mr. Vaibhav Sharma, Practicing Company Secretary. The
Secretarial Auditors Report is attached as Annexure I.
There are no qualifications or observations or adverse remarks made by
the Secretarial Auditor in his Report.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Amendment Rules, 2014 Your Directors
had, on the recommendation of the Audit Committee, appointed M/s J. K.
Kabra & Co., Cost Accountants for the year 2015-2016 and the proposed
remuneration of the Cost Auditors would be determined by the members in
the ensuing AGM.
QUALITY POLICY / CERTIFICATION
Your Company's Mission is 'SUCCESS OF ITS CUSTOMERS'. Your Company is
always committed to provide good quality products consistently to its
customers worldwide. Your Management on its part is also fully
committed to further improve quality and provides all inputs and
resources to achieve this goal.
Your company is certified for ISO 9001:2008 in quality.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/
COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
During the year, there were no instances of significant and material
orders passed by the regulators, courts or tribunals on the Company.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE
COMPANIES ACT, 2013
During the Financial Year 2014-15 your company has not made any loans,
guarantees and investments u/s 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions are in the ordinary course of business
and at arm's length basis, which are not material in nature. All
related party transactions are with the approval of the Audit Committee
and periodically placed before the Board for review.
DIRECTORS
Mr. Vivek Gupta (DIN: 00035916), Director of the Company will retire by
rotation and being eligible, offers himself for re-appointment.
Mr. Surender Singh Bhandari (DIN: 02521713) was appointed as an
Additional Director with effect from 13.08.2015 and would hold office
up to the ensuing Annual General Meeting of the Company. The Company
has received a notice from a member pursuant to Section 160 of the
Companies Act, 2013 proposing the appointment of Mr. Surender Singh
Bhandari as Director of the Company. The Board of Directors recommends
the appointment of Mr. Surender Singh Bhandari as a Director of the
Company.
Mr. Shyam Sunder Malhotra (DIN 00298384), Whole Time Director of the
Company resigned from the Company on 31.07.2015. The Board placed on
record its appreciation for the valuable services rendered by Mr. Shyam
Sunder Malhotra during his tenure to Company.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company viz. Mr. Mahesh Prasad
Mehrotra (DIN 00016768), Mr. Achintya Karati (DIN 00024412), Mr. Bharat
Bhushan Chadha (DIN 00298713) and Mr. Vijay Kumar Goel (DIN 00075317)
have individually and severally submitted a declaration pursuant to
Section 149(7) of the Companies Act, 2013 affirming compliance to the
criteria of Independence as laid down under Section 149(6) of the
Companies Act, 2013 and other applicable rules & regulations made there
under. Based on the declarations of Independent Directors, the Board of
Directors recorded its opinion that all Independent Directors are
independent of the Management and have fulfilled the conditions as
specified in the Companies Act, 2013, rules made there under.
EVALUATION OF THE BOARD'S PERFORMANCE
In compliance with the Companies Act, 2013 the performance evaluation
of the Board was carried out during the year under review. During the
year, the Board adopted a formal mechanism for evaluating its
performance and as well as that of its Committees and individual
Directors, including the Chairman of the Board based on the criteria
laid down by Nomination and Remuneration Committee which included
attendance, contribution at the meetings and otherwise, independent
judgement, safeguarding of minority shareholders interest, adherence to
Code of Conduct and Business ethics, monitoring of regulatory
compliance, risk assessment and review of Internal Control Systems etc.
KEY MANAGERIAL PERSONNEL
The details of Key Managerial Personnel (KMP) of the Company are as
follows:
S. Name Designation Date of Date of
No. Appointment Cessation
1 Mr. Manoj CFO 30.05.2015 31.07.2015
Kumar Sharma
2 Mr. Vikas Goel CFO 14.08.2014 25.04.2015
3 Mr. Jitender Company 13.08.2015
Kumar* Secretary
*Mr. Jitender Kumar, Company Secretary had resigned w.e.f. June 27,
2015 and re-joined the Company w.e.f. August 13, 2015.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2014-15, seven meetings of the Board of
Directors were held on May 30, 2014, August 14, 2014, September 30,
2014, November 12, 2014, December 12, 2014, January 15, 2015 and
February 14, 2015. The maximum time-gap between any two consecutive
meetings did not exceed One Hundred Twenty Days.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors is constituted in
compliance with provisions of Section 177 of the Companies Act, 2013
("the Act").
The composition of the Members at the meetings of the Committee is
given below:
S. Name of the member Designation
No.
1 Mr. Mahesh Prasad Mehrotra Chairman
2 Mr. Vivek Gupta Member
3 Mr. Achintya Karati Member
4 Mr. Bharat Bhushan Chadha Member
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal
with instances of fraud and mismanagement, if any. The objective of the
Policy is to explain and encourage the directors and employees to raise
any concern about the Company's operations and working environment,
including possible breaches of Company's policies and standards or
values or any laws within the country or elsewhere, without fear of
adverse managerial action being taken against such employees. The
detailed policy is also placed on the website of the Company.
REMUNERATION POLICY
The company follows a policy on remuneration of Directors and Senior
Management Employees. The policy is approved by the Nomination and
Remuneration Committee and the Board. More details on the same are
given in the Annexure II.
DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL, ETC.
The details of the ratio of remuneration to each Director to the median
employee's remuneration and such other details as required to be given
under Section 197(12) read with Rule 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is attached
hereto as Annexure III.
EXTRACT OF ANNUAL RETURN
The particulars required to be furnished under Section 134(3) (a) of
the Companies Act, 2013 as prescribed in Form No. MGT-9 is given in
Annexure IV.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules 2014, the information on
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo are annexed to this report as Annexure V.
INTERNAL CONTROL SYSTEM
The Company has adequate internal control procedures commensurate with
the size of the company and the nature of its business with regard to
purchases of inventory, fixed assets and with regard to the sale of
goods. The internal control systems are designed to ensure that the
financial and other records are reliable for the preparation of
financial statements and for maintaining assets. This is further
strengthened by the Internal Audit done concurrently. Besides, this
Audit Committee of the Company also monitors systems, control,
financial management and operations of the Company.
RISK MANAGEMENT
In line with the new regulatory requirements, the Company has formally
framed a Risk Management Plan to identify and assess the risk areas,
monitor and report compliance and effectiveness of the policy and
procedure. A detailed exercise is being carried out to identify,
evaluate, manage and monitoring of both business and non-business risk.
This plan seeks to create transparency, minimize adverse impact on the
business objectives and enhance the Company's competitive advantage.
The business risk plan defines the risk management approach across the
enterprise at various levels including documentation and reporting.
The plan has different risk models which help in identifying risk
trends, exposure and potential impact analysis at a Company level as
also separately for business segments. The Audit Committee and Board of
Directors periodically review the risks and suggest steps to be taken
to control and mitigate the same through a properly defined framework.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
Your Company had no Subsidiaries, Joint Venture or Associates during
the year 2014-15.
APPLICABILITY OF CLAUSE 49 OF THE LISTING AGREEMENT
In terms of SEBI Circular No.SEBI/CFD/DIL/CG/1/2004/12/10 dated October
29, 2004, and CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014,
Clause 49 of the Listing Agreement is not applicable to the Company.
Hence, Management Discussion and Analysis Report and Corporate
Governance Report have not been inserted in the Annual Report.
LISTING OF SHARES
Your company's shares are listed at Bombay Stock Exchange Ltd. (BSE).
The listing fee in respect thereof for the year 2015-16 has already
been paid to the Stock Exchanges.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement u/s 134(3)(c) of the Companies Act,
2013(the "Act") with respect to Directors' Responsibility Statement, it
is hereby confirmed that:
(a) in the preparation of the annual accounts for the financial year
ended 31 March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year ended 31 March, 2015
and of the profit and loss of the company for the year ended on that
date;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern
basis; and
(e) the Directors, have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively.
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
ACKNOWLEDGEMENT
The Directors thank all the Shareholders, customers, dealers,
suppliers, bankers, financial institutions and all the other business
associates for their continued support to the Company and the
confidence reposed in its Management. The Directors also thank the
Government authorities for their understanding and co-operation. The
Directors wish to record their sincere appreciation of the significant
contribution made by the employees of the Company at all levels to its
profitable and successful operations.
For & on behalf of the Board of Directors
Sd/-
Place: New Delhi V.K. GUPTA
Dated: 13th August, 2015 Chairman & Managing Director
(DIN: 00036210)
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 49th Annual Report
together with the Audited Accounts for the year ended 31st March, 2014.
Financial Results 2013-2014
Gross Sales 11820.10
Less : Excise 1040.03
Net Sales 10780.07
Other Income 117.96
Total Income 10898.03
Total Expenditure 11278.49
Profit / (Loss) Before Exceptional Item and Tax (380.46)
Add : Exceptional Item (indicate nature) 5.19
Profit/ (Loss) Before Tax (375.27)
Less : Income Tax
Less : Deferred Tax (115.28)
Less : Adjustment of taxes for earlier years
Net Profit/(Loss) (259.99)
During the year the company has incurred a net loss of Rs. 259.99 Lac
as against net loss of Rs. 280.51 Lac during previous year 2012-13, the
gross turnover of the Company including other income stood at Rs.
11820.10 Lac as against Rs. 12707.52 Lac in fiscal 2012-13. Due to
heavy volatility in foreign exchange market the company incurred loss
of Rs. 133 Lac.
Dividend
Due to the loss in the year, the Board of Directors has not proposed
any dividend for the year ending 31st March, 2014.
Outlook
The business environment for Cable Industry is showing signs of
industrial and infrastructure growth. Market conditions are expected to
improve gradually in near future. Your Company is one of the major
players in the Indian Cable Industry has coveted experience in
manufacturing of wires and cables and competent to face the challenges.
The Company is continuously on the path to exploring the new markets in
India and outside. Your Company expects growth in all the sectors.
Human Resources
Your company recognizes the value of committed workers at all levels as
a key factor for the growth of the company. Your Company has put in
place sound policies for its employees. Further, measures for training
development and safety of the employees and environment awareness is
the priority of the management. Employer-employee relations throughout
the year remained very cordial.
Quality Policy / Certification
Your Company's Mission is 'SUCCESS OF ITS CUSTOMERS'. Your Company is
always committed to provide good quality products consistently to its
customers worldwide. Your Management on its part is also fully
committed to further improve quality and provides all inputs and
resources to achieve this goal.
Your company is certified for ISO 9001:2008 in quality.
Directors
In accordance with the provisions of the Companies Act 2013, Mr. Shyam
Sunder Malhotra is liable to retire by rotation and eligible for
re-appointment at the ensuing Annual General Meeting. Further the Board
of Directors has appointed Smt. Shalini Gupta as an Additional Director
w.e.f. August 14, 2014. Pursuant to section 161 of the Companies Act
2013, and Article 110 of the Articles Of Association of the Company,
Smt. Shalini Gupta holds office upto the date of the ensuing Annual
General Meeting of the company and is eligible for appointment as
Director. Further as per the provisions of the Companies Act 2013, the
independent directors of the company will have to be appointed by the
members for a term upto five years, and no independent directors shall
be liable to retire by rotation. Further Shri Mahesh Prasad Mehrotra,
Shri Achintya Karati, Shri Vijay Kumar Goel And Shri Bharat Bhushan
Chadha have given declaration to the company under section 149(6) of
the Companies Act 2013, that they qualified the criteria of
independence mentioned under the sub section. Accordingly it is
proposed to appoint them as independent directors not liable to retire
by rotation for a term of five years from the ensuing Annual General
Meeting.
Directors' Responsibility Statement
Pursuant to the requirement under Section 217(2 AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
i. in the preparation of the accounts for the Financial Year ended
31st March, 2014, the applicable Accounting Standards have been
followed;
ii. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the Financial Year and of the profit of
the Company for the year under review;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv. that the Directors have prepared the accounts for the Financial
Year ended 31st March, 2014 on a 'going concern' basis.
Fixed Deposits
The Company has not accepted any fixed deposits during the year as per
the provisions of Section 58-A of the Companies Act, 1956, and the
Rules made there- under.
Green Initiative
Your Company follows the policy and law of the Ministry of Corporate
Affairs in respect of "Green Initiative in the Corporate Governance" by
allowing paperless compliances by the Companies under its Circular Nos.
17/2011 & 18/2011 dated April 21, 2011 and April 29, 2011 respectively,
allowing the despatch of notice / documents, including Annual Reports,
etc., through e-mail to its members. Similarly, the amended Listing
Agreement facilitated to send soft copies of the full Annual Report,
containing its Balance Sheet, Statement of Profit & Loss and Directors'
Report to all those Shareholders, who have registered their email
address for the purpose.
The Board has decided to approach Shareholders to obtain their
latest/updated e- mail address on which Annual Report and Accounts and
other documents can be sent since next financial year to save paper and
cost. Your cooperation is solicited.
Reply to Observation of the Auditors
With respect to the Auditors' observation in their report dated 30th
May, 2014, it is submitted that the subject note is self-explanatory.
Personnel
None of the Employee of the Company has received remuneration beyond
the limits, as prescribed in Sub-section 2A of Section 217 of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975.
Auditors
M/s. S.R. Dinodia & Co. LLP, Chartered Accountants, New Delhi, retire
at this meeting and are eligible for reappointment. Section 139 of the
Companies Act, 2013, now mandates the rotation of auditors and allows a
three year transitory time for its compliance. It is accordingly
proposed to appoint the retiring statutory auditors in the manner
stated in the Notice of Annual General Meeting.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo.
Information required under Section 217(l)(e) of the Companies Act,
1956, read with Companies (Disclosure of Particulars in the Report of
the Board of Directors) Rules, 1988, are annexed to this report as
Annexure-I.
Applicability of Clause 49 of the Listing Agreement
In terms of SEBI Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 dated
October 29, 2004, Clause 49 of the Listing Agreement is not applicable
to the Company. Hence, Management Discussion and Analysis Report and
Corporate Governance Report have not been inserted in the Annual
Report.
Listing of Shares
Your company's shares are listed at Delhi Stock Exchange Association
Limited (DSE) and Bombay Stock Exchange Ltd. (BSE). The listing fee in
respect thereof for the year 2014-15 has already been paid to the Stock
Exchanges.
Acknowledgement
Your Directors would like to express their appreciation for the
valuable assistance and co-operation received from all the customers
and suppliers, Central and State Government Bodies, Financial
Institution and Banks, Auditors, Legal Advisors and other persons
concerned with your Company. We further express our gratitude to all
our employees for their committed services to the company.
Above all, your directors wish to thank the shareholders for their
continued support to the management.
For & on behalf of the Board of Directors
Place: New Delhi V.K. GUPTA
Dated: 14th August, 2014 Chairman & Managing Director
Mar 31, 2013
The Directors have pleasure in presenting the 48th Annual Report
together with the Audited Accounts for the year ended 31st March, 2013.
Financial Results (Rs. in Lacs)
2012-2013
Gross Sales 12707.52
Less: Excise 1093.31
Net Sales 11614.21
Other Income 67.18
Total Income 11681.39
Total Expenditure 11866.89
Profit / (Loss) Before Exceptional Item and Tax (185.50)
Add : Exceptional Item* (203.65)
ProfiV (Loss) Before Tax (389.15)
Less : Income Tax -
Less : Deferred Tax (119.95)
Less : Adjustment of taxes for earlier years 11.31
Net Profit / (Loss) (280.51)
*The above Exceptional Item includes arrears of rent of Rs.1.60 cr.
payable in 18 EMIs to landlords for rented Najafgar unit as per Hon''ble
High Court Order Settlement agreement dated 15.4!2013 and arrears of
wages of Rs.42 lacs payable in 24 EMIs to workers as per Hon''ble
Supreme Court order dated 15.3.2013(Also Refer Note no.26 of Balance
Sheet).
Performance
You would see that the performance of this year is not satisfactory for
various reasons, which, inspire of best efforts of the management,
could not be controlled. The cabfe industry, as a whole, was subject to
severe recession owing to worldwide slowdown. The Company achieved the
Gross Sale of Rs. 12,707.52 lacs as compared to previous year''s Rs.
15,295.46 lacs.
The decline in turnover was mainly due to low volume of orders from
power, telecom, railways, infrastructure, etc. Besides, domestic demand
was also not upto me mark. Some new products like MCCB and Modular
Switches were introduced in the end of the year and their impacts will
be felt in the current year.
Due to jower sales realizations, the gross profit margin remained under
pressure. It has ultimately resulted in a net loss of Rs.280.51 lacs as
compared to the profit of Rs.181.13 lacs of the previous year. The
financial cost has gone up by Rs. 12:66 lacs during the year.
The Management is making strenuous efforts to control the cost,
particularly in consumption of energy, stores and spares, etc. Ongoing
efforts are there to reduce the financial and administrative expenses.
The efforts are also being made to increase the marketing strength so
as to achieve good, orders in the current year. Nevertheless, the
Company''s products have to face stiff competition.
Dividend
Due to the loss in the year, the Board of Directors has not proposed
any dividend for the year ending 31st March, 2013.
Outlook
Indian Wire and Cable industry will be contributory in growth of
industrial sector owing to huge investment in development of
infrastructure by the government and private players. However, intense
competition in markets and increasing cost of raw materials will be the
challenging factors.
Your
Company has coveted experience in manufacturing of wires and cables and
competent to face the challenges. The Company is exploring the new
markets in India and outside. The Company expects better results in
coming years under normal conditions.
Human Resources
Human resources are an integral and important part for the Company.
Your Company has put in place sound policies for its employees.
Further, it took various steps to provide training and development
opportunities to the employees to enhance their skills and knowledge.
Employer-employee relations throughout the year remained very cordial.
Quality Policy / Certification
Your Company''s Mission is SUCCESS OF ITS CUSTOMERS'': Your Company is
always committed to providetjood quality products consistently to its
customers worldwide. Your Management on its part is also fully
committed to further improve quality and provides all inputs and
resources to achieve this goal.
Ygur company is certified for ISO9001:2008 in quality.
Directors
Mrs. Rakesh Verma had resigned as Director of the Company on 17th
December, 2012.
Shri Vijay Kumar Goel and Shri A. Karati, Directors are retiring by
rotation at the ensuing Annual General Meeting and, being eligible,
offer themselves for re-appointment.
Shri S. S. Malhotra was appointed as an Additional Director and the
Whole Time Director of the Company by the Board of Directors in their
meeting held on 08th February, 2013. The Company has received a notice
under section 257 of the Companies Act, 1956 proposing his appointment
as a Director, liable to retirement by rotation. The proposal for his
appointment as a Whole Time Director is mentioned in the notice of the
Annual General Meeting for the consideration of the Shareholders.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement it is
hereby confirmed that i. in the preparation of the accounts for the
Financial Year ended 31st March, 2013, the applicable Accounting
Standards have been followed; ii. the Directors had selected such
accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the
Financial Year and of the loss of the Company for the year under
review; iii. the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and iv. that the Directors have prepared the accounts
for the Financial Year ended 31st March, 2013 on a ''going concern''
basis.
Fixed Deposits
The Company has not accepted any fixed deposits during the year as per
the provisions of Section 58-A of the Companies Act, 1956, and the
Rules made there-under. Green initiative
Your Company follows the policy and law of the Ministry of Corporate
Affairs in respect of "Green Initiative in the Corporate Governance" by
allowing paperless compliances by the Companies (under its Circular
Nos. 17/2011 & 18/2011 dated April 21, 2011 and April 29, 2011
respectively, allowing the despatch of notice / documents, including
Annual Reports, etc., through e- mau to its members. Similarly, the
amended Listing Agreement facilitated to send soft copies of the full
Annual Report, containing its Balance Sheet, Statement of Profit & Loss
and Directors'' Report to all those Shareholders, who have registered
their email address for the purpose. The Board has decided to approach
Shareholders to obtain their latest/ updated e-mail address on which
Annual Report and Accounts and other documents can be sent since next
financial year to save paper and cost. Your cooperation is solicited.
Reply to Observation of the Auditors
With respect to the Auditors'' observation in their report dated 30th
May, 2013, the subject note is self-explanatory. Personnel
None of the Employee of the Company has received remuneration beyond
the limits, as prescribed in Sub-section 2A of Section 217 of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975. Auditors
M/s. S.R. Dinodia & Co., Chartered Accountants, New Delhi, Statutory
Auditors of the Company, hold office until the conclusion of the
ensuing Annual General Meeting. It is proposed to re-appoint them for
the Financial Year 2013-14. M/s. S.R. Dinodia & Co., have, under
Section 224 (1-B) of the Companies Act, 1956, furnished a certificate
of their eligibility for re- appointment.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo.
Information required under Section 217(l)(e) of the Companies Act,
1956, read with Companies (Disclosure of Particulars in the Report of
the Board of Directors) Rules, 1988, are annexed to this report as
Annexure-I. Applicability of Clause 49 of the Listing Agreement
In terms of SEBI Circular No.SEBI/CFD/DIUCG/1/2004/12/10 dated October
29,2004, Clause 49 of the Listing Agreement is not applicable to the
Company.
Hence, Management Discussion and Analysis Report and Corporate
Governance Report have not been inserted in the Annual Report.
Listing of Shares
Your company''s shares are listed at Delhi Stock Exchange
Association''Limited
(DSE) and Bombay Stock Exchange Ltd. (BSE). The listing fee in respect
thereof for the year 2013-14 has already been paid to the Stock
Exchanges.
Acknowledgement
Your Directors wish to record their warm appreciation for the valuable
cooperation and support received from all the customers and suppliers,
various Banks, Central and State Government Bodies, Auditors and Legal
Advisors and other persons concerned with your Company. 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 colleagues at
all levels.
For & on behalf of the Board of Directors
Place : New Delhi V.K. Gupta
Dated : 14th August, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure m presenting the 47th Annual Report
together with the Audited Accounts for the year ended 31th March. 2012
Financial Results (Rs. in Lacs)
2011-2012
Gross Sales 15295 46
Less : Excise 1132.75
Net Sales 14162.71
Other Income 47 08
Total Income 14209.79
Total Expenditure 13949.26
Profit (Loss) Before
Exceptional Item and Tax ' 260.53
Add Exceptional Item (indicate nature) 20.58
Profit Before Tax 281.11
l.ess : Income Tax 107,71
Less . Deferred Tax (13 71)
1-ess 1 Adjustment of
taxes for earlier years 5 98
Net Profit / (Loss) 181.13
Performance of Company
Your Company has posted a growth of about 12% in turnover during the
year. The turnover achieved is Rs 15295.46 lacs as against Rs. 13560 25
lacs during 2010-11 The growth in net profit merits your special
attention It is about 85%. Your Management deserves c ompliments for
such a remarkable growth under a very competitive and unfavourable
economic environment due to the challenges in the Eurozone and concerns
of OS economy downgrade by rating agencies. During Financial Year 2011
12. the growth of Indian GDP remained at 6 9% as compared to 8 4% in
the previous year. Inflation remained at high levels during Financial
Year 2011 12 and led to a tight monetary policy being adopted by the
Reserve Bank of India Dividend
Your Directors are pleased to recommend a dividend of 15% i e . Re 1 50
per Equity Share of Rs 10/ each on the Paid up Equity Share Capital of
the Company for the year 2011-12 as compared to Re 1.00 per Equity
Share in the year 2010-11. You are requested to approve the same
Earning Per Share
The Earning Per Share (EPS) of your Company for the year 2011-12 is Rs.
6 29 It is higher against Rs 3 38 per share in . the year 2010-11.
Networth of Company
Your Company's networth has increased to Rs. 2634 lacs as on 3103 2012
from Rs.2f.06 lacs as on 31 03.2011.
Outlook
Indian Wire and Cable industry will be contributory in growth
. of industrial sector owing to huge investment in development
of infrastructure by the government and private players. Eiowever.
intense competition in markets and increasing cost of raw materials
will be the challenging factors. Your Company
has coveted experience in manuiaciunng of wires and cables and
competent to face the challenges. The Company is exploring the new
markets in India and outside. The government has proposed huge
investment in infrastructure, power and communication sectors, which
may benefit the cable and wire industry. The Company expects better
results in coming years under normal conditions.
Human Resources
Lluman resources are an integral and important part for the Company.
Youi Company has put in place sound policies for ihe growth and
progress of its employees. Further, it took . various steps to provide
training and development opportunities to the employees to enhance
their skills and knowledge. Employer-employee relations throughout the
year remained very cordial. .
Quality Policy / Certification
Your Company's Mission is 'SUCCESS OF ITS CUSTOMERS'. Your Company
is always committed to provide good quality products consistently to
its customers worldwide. Your Management on its part is also fully
committed to further improve quality and provides all inputs and
resources to achieve this goal.
Your company is certified for ISO 9001:2008 in quality. Directors
Mr. B.B. Chadha and Mrs.Rakesh Verma. Directors of your Company, retire
by rotation at the ensuing Annual General Meeting and being eligible
offer themselves for re-appointment. The Board of Directors recommends
the re-appointment of Mr. B.B. Chadha and Mrs Rakesh Verma.
Directors' Responsibility Statement Pursuant to the requirement under
Section 217(2AA) of the Companies Act, 1956, with respect to Directors'
Responsibility Statement, it is hereby confirmed that:
i. in the preparation of the accounts for the Financial Year ended
31jl March, 2012. the applicable Accounting Standards have been
followed:
ii. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the Financial Year and of the profit of
the Company for the year under review;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv. that the Directors have prepared the accounts for the Financial
Year ended 31'1 March, 2012 on a 'going concern' basis.
Fixed Deposits
The Company has not accepted any fixed deposits during the year as per
the provisions of Section 58-A of the Companies Act, 1956, and the
Rules made there-under.
Green Initiative
Your Company follows the policy and law of the Ministry of Corporate
Affairs in respect of ÃGreen Initiative in the Corporate Governance"
by allowing paperless compliances by the Companies under its Circular
Nos. 17/2011 & 18/2011 dated April 21, 2011 and April 29, 2011
respectively, allowing the despatch of notice / documents, including
Annual Reports, etc., through e-mail to its members. Similarly, the
amended Listing Agreement facilitated to send soft copies of the full
Annual Report, containing its Balance Sheet, Statement of Profit & Loss
and Directors' Report to all those Shareholders, who have registered
their email address for the purpose.
The Board has decided to approach Shareholders to obtain their
latest/updated e-mail address on which Annual Report and Accounts and
other documents can be sent since next financial year to save paper and
cost. Your cooperation is solicited.
Reply to Observation of the Auditors
With respect to the Auditors' observation in their report dated
29th May, 2012, it is submitted that the subject note is self-
explanatory.
Personnel
None of the Employee of the Company has received remuneration beyond
the limits, as prescribed in Sub-section 2A of Section 217 of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules. 1975.
Auditors
M/s. S.R. Dinodia & Co., Chartered Accountants, New Delhi, Statutory
Auditors of the Company, hold office until the conclusion of the
ensuing Annual General Meeting. It is proposed to re-appoint them for
the Financial Year 2012-13. M/s. S.R. Dinodia & Co., have, under
Section 224 (1-B) of the Companies Act, 1956, furnished a certificate
of their eligibility for re-appointment.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo.
Information required under Section 217(1) (e) of the Companies Act,
1956, read with Companies (Disclosure of Particulars in the Report of
the Board of Directors) Rules, 1988, are annexed to this report as
Annexure-1.
Applicability of Clause 49 of the Listing Agreement In terms of SEBI
Circular No.SEBI/CFD/DIIVCG/1/2004/12/10 dated October 29, 2004, Clause
49 of the Listing Agreement is not applicable to the Company. Hence,
Management Discussion and Analysis Report and Corporate Governance
Report have not been inserted in the Annual Report.
Listing of Shares -
Your company's shares are listed at Delhi Stock Exchange Association
Limited (DSE) and Bombay Stock Exchange Ltd. (BSE). The listing fee in
respect thereof for the year 2012-13 has already been paid to the Stock
Exchanges. Acknowledgement
Your Directors wish to record their warm appreciation for the valuable
cooperation and support received from all the custom-
ers and suppliers, various Banks, Central and State Government Bodies,
Auditors and Legal Advisors and other persons cpn- cerned with your
Company. 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 apprecia- i
tion for the sincere services rendered by the employees and our
colleagues at all levels.
For & on behalf of the Board of Directors
Place : New Delhi V.K. GUPTA
Date : August 7, 2012 Chairman & Managing Director
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the 46th Annual Report
together with the Audited Accounts for the year ended 31st March, 2011.
Financial Results (Rs. in Lacs)
2010-2011
Gross Sales 13435.76
Less : Excise 988.26
Net Sales 12447.50
Other Income 153.48
Total Expenditure 12447.99
Profit / (Loss) Before Tax 152.99
Less : Provision for Income Tax 55.80
Less : Deferred Ta x Asset Charge/(Release) (3.95)
Less : Provision for Wealth Tax 0.58
Less : Adjustment of taxes for earlier years 3.13
Net Profit / (Loss) 97.43
Performance
During the year under review, your company has achieved a turnover of
Rs. 13435.76 lacs as against Rs. 15096.56 lacs in the previous year.
The Net Profit before taxation is Rs. 152.99 lacs as against Rs. 281.78
lacs in the previous year. The performance for the year has been
effected due to market condition for the industry.
Dividend
Inspite of lower profit, your Directors are pleased to recommend 10%
Equity Dividend i.e., Re. 1.00 per share on the Paid up Equity Share
Capital of the Company for the year 2010-11. Total dividend (including
dividend tax) will absorb Rs. 33,47,208/- out of the profits available
for the year 2010-11.
Future Outlook
The world economy is gradually coming out of the global recession.
During 2010-11, the Indian economy saw acceleration in the pace of its
growth due to a rebound in rural income with increase in agricultural
production and a good industrial and service sector growth. The GDP
growth projection for 2011-2012 is in excess of 8%.
Indian Wire and Cable industry will be on growing track in financial
year 2011-12. However intense competition in market place and high
volatility in the prices of key raw material will be the challenges to
be met. Your Company has huge experience in manufacturing of wires and
cables and ready to face the challenges. The Company is making
endeavour to explore new customers in infrastructure, power and
communication sectors and expect batter results in ensuing year.
Human Resources
Your Company recognizes that people are its principal assets and that
its continued growth is dependent upon the Company's ability to attract
and retain quality people.
Management places great emphasis on training, development, safety of
the employees and environmental awareness. Employer-employee relations
throughout the year remained cordial.
Quality Policy / Certification
The company is always committed to provide consistent good quality
products to its customers world wide. Your Management on its part is
also fully committed to further improve quality and provides all inputs
and resources to achieve this goal.
Your company is certified for ISO9001:2008 in quality.
Directors
Shri Vijay Kumar Goel, Director of the Company, retiring by rotation at
the ensuing Annual General Meeting and, being eligible, offer himself
for re-appointment.
Shri M.P. Mehrotra, Director of the Company, retiring by rotation at
the ensuing Annual General Meeting and being eligible, offer himself
for re-appointment.
The five years term of Shri V.K. Gupta, Chairman & Managing Director
has expired on 31st May, 2011. The Board of Directors has approved his
re-appointment for a period of five years w.e.f. 1st June, 2011, in
their meeting held on 30th May 2011, Subject to approval of
shareholders in their ensuing General Meeting and the Central
Government.
Directors' Responsibility Statement Pursuant to the requirement under
Section 217(2AA) of the Companies Act, 1956, with respect to Directors'
Responsibility Statement, it is hereby confirmed that:
i. in the preparation of the accounts for the financial year ended 31st
March 2011, the applicable accounting standards have been followed;
ii. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for the year under review;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv. that the Directors have prepared the accounts for the financial
year ended 31st March 2011 on a 'going concern' basis.
Fixed Deposits
The Company has not accepted any fixed deposits during the year as per
the provisions of Section 58-A of the Companies Act, 1956, and the
Rules made there under, and as such, no amount of principal or interest
was outstanding on the date of the Balance Sheet.
Reply to Observation of the Auditors
With respect to the Auditors observation in para 'f' of their report
dated 30th May 2011, it is submitted that the subject note is self
-explanatory.
Personnel
None of the Employee of the Company has received remuneration beyond
the limits as prescribed in Sub-section (2A) of Section 217 of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975.
During the year ended 31st March 2011 total remuneration allowable to
Sh. V.K. Gupta, Chairman and Managing Director of the Company was Rs
43,94,227, being Rs. 6,38,227 as normal remuneration for the period
from 01.04.2010 to 30.06.2010 and Rs 37,56,000 being the remuneration
as approved by the Central Government for the period from 01.07.2010 to
31.03.2011.
During the year ended 31st March 2011 total remuneration allowable to
Sh. Vivek Gupta, Joint Managing Director of the Company was Rs.
33,51,233, being Rs. 8,00,566 as normal remuneration for the period
from 01.04.2010 to 31.07.2010 and Rs. 25,50,667 being the remuneration
as approved by the Central Government for the Period from 01.08.2010 to
31.03.2011.
The total remuneration during the year ended 31st March 2011 was paid,
Rs. 25,52,908 to Sh. V.K. Gupta, Chairman and Managing Director of the
Company and Rs. 24,01,700 to Sh Vivek Gupta, Joint Managing Director of
the Company.
Auditors
M/s. S.R. Dinodia & Co., Chartered Accountants, New Delhi, Statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting. It is proposed to re-appoint them for the
Financial Year 2011-12. M/s. S.R. Dinodia & Co., have, under Section
224 (1-B) of the Companies Act, 1956, furnished a certificate of their
eligibility for re-appointment.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Information required under Section 217(1)(e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 are annexed to this report as Annexure
-I.
Applicability of Clause 49 of the Listing Agreement
In terms of SEBI Circular SEBI/CFD/DIL/CG/1/2004/12/10 dated October
29, 2004, Clause 49 of the Listing Agreement in not applicable to the
Company, hence Management Discussion and Analysis Report and Corporate
Governance Report have not been inserted in the Annual Report.
Listing of Shares
Your company's shares are listed at Delhi Stock Exchange Association
Limited (DSE) and Bombay Stock Exchange Ltd. (BSE). The listing fee in
respect thereof, for the year 2011-12 has already been paid to the
Stock Exchanges.
Acknowledgement
Your Directors wish to record their warm appreciation for the valuable
co-operation and support received from all the customers and suppliers,
various Banks, Central and State Government Bodies, Auditors and Legal
Advisors for their co operation and to all the persons who reposed
faith and trust in us. 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 colleagues at
all levels.
For & on behalf of the Board of Directors
V.K. GUPTA
Chairman & Managing Director
Place : New Delhi
Date : August 8, 2011
Mar 31, 2010
The Directors have pleasure in presenting the 45th Annual Report
together with the Audited Accounts for the year ended 31st March, 2010.
Financial Results (Rs. in Lacs)
2009-2010
Gross Sales 15096.56
Less: Excise 976.21
Net Sales 14120.35
Other Income 34.26
Total Expenditure 13872.83
Profit / (Loss) Before Tax 281.78
Less : Provision for Income Tax 101.50
Less: Deferred Tax Asset Charge/(Release) (4.01)
Less : Provision for Wealth Tax 0.32
Less : Adjustment of taxes for earlier years 0.26
Net Profit /(Loss) 183.71
Performance
During the year under review, your company has achieved a turnover of
Rs 15096.56 lacs as against Rs.18151.61 lacs in the previous year.
During the year the management strategy was to focus on profitable
business and the company has not participated in the lower margin
business. Due to adverse market conditions,turnover has declined by
16.83%, butyour company has managed to improve operational profit to
Rs. 281.78 lacs as against Rs. 56.81 lacs in the previous year. The Net
Profit after tax for the year has marginally increased to Rs. 183.71
lacs against Rs. 174.98 lacs in the previous year.
Dividend
Your Directors are pleased to recommend 10% Equity Dividend i.e., Re.
1.00 per share on the Paid up Equity Share Capital of the Company for
the year 2009-10. Total dividend (including dividend tax) will absorb
Rs. 33,69,456/- out of the profits available for the year 2009-10.
Future Outlook
During the year 2009-10 the Indian Economy witnessed recovery from the
global slowdown with strong domestic consumption and demand. Indian
Cable and Wire industry playing a major role in infrastructure, power
and communication sectors is expected to grow at appx. 10% annum.
However, due to intense competition and volatility of input costs, the
margin in cable and wire products is likely to be reduced further.
However, your company with an experience of 50 years in the industry
and a trusted name for high quality products is fully prepared to face
the future challenges. Your directors are committed to strive for
achieving better performance in the current financial year.
Human Resources
The company recognise the value of committed workers at all levels as a
key factor for the growth of the company. Measures for training,
development, safety of the employees and environmental awareness
received the top priority of the Management. Employer-employee
relations throughout the year remained cordial.
Quality Policy / Certification
The comyany is always committed to provide consistent good quality
products to its customers world wide. Your Management on its part is
also fully committed to further improve quality and provides all inputs
and resources to achieve this goal.
Your company is certified for ISO9001:2008 in quality. Directors
Shri S.S. Malhotra Director of the Company retiring by rotation at the
ensuing Annual General Meeting expressed his inability for
reappointment. Your Directors place on record the valuable contribution
made by him during his tenure.
Shri A. Karati, Directors of the Company, retiring by rotation at the
ensuing Annual General Meeting and, being eligible, offer himself for
reappointment.
Mrs Rakesh Verma has been appointed as an Additional Director of the
Company w.e.f.l3lh August, 2010 to hold office upto the date of the
ensuing Annual General Meeting and being eligible for appointment at
the ensuing Annual General Meeting.
The five years term of Shri Vivek Gupta, Joint Managing Director is
expiring on 3 lsl July, 2010. The Board of Directors has recommended
his re-appointment for a period of five years w.e.f. 1st August, 2010.
The matter is being put up before the members of the company at the
ensuing Annual General Meeting for their approval.
The Board of Directors in their meeting held on 13lh August, 2010
resolved to appoint Mrs Rakesh Verma as Whole Time Director w.e.f.
01.10.2010. The matter is being put up before the members of the
company at the ensuing Annual General Meeting for their approval.
Directors Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed that:
i. in the preparation of the accounts for the financial year ended 31s
March 2010, the applicable accounting standards have been followed
alongwith proper explanation relating to material departures;
ii. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for the year under review;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv. that the Directors have prepared the accounts for the financial
year ended 31s1 March 2010 on a going concern basis.
Fixed Deposits
The Company has not accepted any fixed deposits during the year as per
the provisions of Section 58-A of the Companies Act, 1956, and the
Rules made there under, and as such, no amount of principal or interest
was outstanding on the date of the Balance Sheet.
Reply to Observation of the Auditors
The Auditors in their report, have drawn attention to note No. B-2 of
Schedule 17 to the Balance Sheet of the Company regarding the Opinion
on the Recoverability. In this reference the management stated that
there is one case pending before the Honble High Court. In other
matters, the company has filed criminal complaints for recovery of
amount of bounced cheques under section 138 of Negotiable Instruments
Act.
The company is following the process of recovery of the amount from the
parties in above cases. Management considers these debts good for
recovery.
Personnel
The information as per Section 217(2A) of the Companies Act, 1956 read
with Companies (Particulars of Employees) Rules, 1975 forms part of
this report as Annexure-I.
Auditors
M/s. S.R. Dinodia & Co., Chartered Accountants, New Delhi, Statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting. It is proposed to re-appoint them for the
Financial year 2010-11. M/s. S.R. Dinodia & Co., have, under Section
224 (1-B) of the Companies Act, 1956, furnished a certificate of their
eligibility for re-appointment.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo Information required under Section 217(l)(e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988 are annexed to this
report as Annexure -II.
Listing of Shares
Your companys shares are listed at Delhi Stock Exchange Association
Limited (DSE) and Bombay Stock Exchange Ltd. (BSE). The listing fee in
respect thereof, for the year 2010-11 has already been paid to the
Stock Exchanges.
Acknowledgement
Your Directors wish to record their warm appreciation for the valuable
co-operation and support received from all the customers and suppliers,
various Banks, Central and State Government Bodies, Auditors and Legal
Advisors for their co operation and to all the persons who reposed
faith and trust in us. 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 colleagues at
all levels.
For & on behalf of the Board of Directors
Place: New Delhi V.K. GUPTA
Dated: August 13,2010 Chairman & Managing Director