DIRECTORS' REPORT To THE MEMBERS, Your 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. 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 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"). 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/- V.K. GUPTA Chairman & Managing Director (DIN: 00036210 Place: New Delhi Dated: 13th August, 2015 |