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Cords Cable Industries Ltd.
BSE CODE: 532941   |   NSE CODE: CORDSCABLE   |   ISIN CODE : INE792I01017   |   27-Sep-2024 Hrs IST
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March 2015

DIRECTORS' REPORT

TO,

DEAR MEMBERS,

Your 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.

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 vis­a-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, 2013and 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 F.Y. 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. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

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 co­operation.

ON BEHALF OF THE BOARD OF DIRECTORS

Naveen Sawhney

Managing Director

DIN : 00893704

Sanjeev Kumar

Whole Time Director DIN : 07178759

Place : New Delhi

Date : August 14, 2015