cords cable industries ltd Directors report

The state of the companys affairs and business performance

The primary source of revenue for your company stems from the manufacturing and sale of high-quality customized cables conforming to both Indian and international specifications. This encompassing range includes Control, Instrumentation, and custom-designed cables, along with Low Voltage (LV) power cables. The Company has adeptly addressed the distinct needs of diverse industries, including Power, Oil and Gas, Refineries, Steel, Chemicals, Cement, Water Desalination, Metro Rail, Airports, and various other sectors.

During the period under review no material change in the future prospectus of said business activities is expected from overall economic scenario. The state of the company s affairs is as given in the enclosed financial statement and summary as given herein above. The segment wise reporting is not applicable to the Company as revenues of the Company are only from one segment. During the year under review, no change took place in the name or status of your Company and in the financial year of the Company. There is no transaction or event involving any acquisition, merger, induction of financial or strategic partners, and diversification by your company. The company has not developed, acquired, or assigned any material intellectual property rights during the financial year under review. Further, there is no other material event having an impact on the affairs of the Company.

Change in the nature of business

During the period under review, no change has occurred in the nature of business carried by your company as it has not commenced any new business or discontinued or disposed-off any of its existing businesses.

Material Changes and Commitments

No material changes and commitments, either external or internal such as technical, legal, financial, strikes, breakdown and lockdown; affecting the financial position of the Company have occurred between the end of the financial year of the company to which the financial statement relates and the date of signing of this Report. Further, your Company has not revised any of its financial statements or the boards report in respect of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority.

Particulars of Subsidiaries, Joint Ventures and Associate Companies

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 became or ceased to be its subsidiaries, joint venture, or Associate Company.

Change in capital structure

During the financial year under review, no change took place in the authorised, issued, subscribed and paid-up share capital of the Company. Accordingly, the disclosures relating to issue of shares, warrants, convertible securities, equity shares with differential voting rights, sweat equity shares, employees stock options and shares held in trust for the benefit of employees are not applicable to your Company.

Borrowings and credit rating

Your company has not issued any debentures, bonds, or any other non-convertible securities to borrow money. The company has availed credit facilities from banks, financial institutions, and other entities. The ratings assigned by CareEdge Ratings (CARE Ratings Ltd.) to the credit facilities of your company are summarized as follows:

Deposits

During the period under review, your company has not accepted any deposits as covered under Companies (Acceptance of Deposits) Rules, 2014 and no amount remained unpaid or unclaimed as at the end of the financial year. As your company has not accepted any deposits, therefore, no default in repayment of deposits or payment of interest thereon during the financial year under review. Further, there is no deposit which is not in compliance with the requirement of aforesaid rules.

The particulars of loan and advances not considered as deposits and not covered under Companies (Acceptance of Deposits) Rules, 2014 is as follows:

Dividend and other corporate actions

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. This will further strengthen the financial position and help to accelerate the future growth plans of your Company.

The Company was not required to complete or implement any corporate action as there was no event related to declaration of dividend, buy back of securities, merger, demerger, listing or delisting of securities and split or consolidation of securities.

Transfer to Investor Education and Protection Fund

Pursuant to Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ( IEPF Rules ), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven years.

Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven consecutive years or more are also required to be transferred to the Demat account of IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF till the date of this Report.

Transfers to reserves

Directors do not propose to transfer any amount for transfer to any reserve or general reserve of the Company.

Particulars of loans, guarantees or investment

The company has not granted any loan, guarantee, or provided security and has not made any investment falling within purview of section 186 of the Companies Act, 2013. The particulars of investments under section 186 of the Companies Act, 2013 are annexed herewith as

‘Annexure-1.

Particulars of contracts, arrangements and transactions with the related parties

The Company has a Policy on Related-Party Transactions in place which is in line with the Act and the SEBI Listing Regulations and the same is also available on the Company s website at http://www.cordscable.com/ cordscable/Related%20Party%20Policies.pdf .

During the period under review, your company has not entered into any contract or arrangement with related parties as referred to in section 188 (1) of the Companies Act, 2013. None of the Directors has any pecuniary relationship or transaction(s) vis-a-vis the company except remuneration and sitting fees.

No material related-party transactions were entered into during the financial year by the Company. Therefore, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form No. AOC-2 is not applicable to the Company and hence the same is not provided.

The related-party transactions that were entered into during the financial year were on arm s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

Apart from the transaction mentioned above, there were no materially significant related party transactions entered into by your Company with the Promoters, Directors, Key Managerial Personnel, or other designated persons which might have potential conflict with the interest of the Company at large, during the financial year under review. Further, the related party transactions attracting the compliance under Section 177 of the Companies Act,

2013 and/or SEBI Listing Regulations were placed before the Audit Committee on quarterly basis for necessary approval/review. Also, a statement of all related party transactions entered was presented before the Audit Committee on quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions.

During the period under review Related-Party transactions were also disclosed to the Board on regular basis as per IND AS-24. Details of related-party transactions as per IND AS-24 may be referred to in Note 32 (D) of the Financial Statement.

The transactions with persons or entities belonging to the promoter or promoter group which hold 10% or more shareholding in the Company as required under Schedule V, Part A (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the accompanying financial statement at note no. 32 (D).

Particulars of Director and Key Managerial Personnel and changes

The particulars regarding the persons holding office as directors and key managerial persons during the financial year under along with particulars of changes among them upon appointment, re-appointment or cessation is annexed herewith as Annexure-2.

Statement and declaration in respect of Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as laid down under section 149 (6) of the Companies Act, 2013 read with rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015. In terms of Regulation 25 (8) of SEBI Listing Regulations, the independent directors of the Company have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Board of Directors of the Company has taken on record the aforesaid declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, all the independent directors fulfil the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise in the fields of science and technology, industry experience, strategy, sales, marketing, finance and governance, information technology and digitalization, human resources, safety, and sustainability and that they hold the highest standards of integrity.

The independent directors also confirmed that they have complied with the Company s Code of Conduct for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The Certificate of Independence received from all the Independent Directors have been duly noted by the Board at its meeting held on May 20, 2023.

A statement of the Board of Directors with regard to integrity, expertise and experience of independent directors appointed during the financial year 2022-23 is annexed herewith as Annexure-3.

Meeting of independent directors

The Independent Directors met once during the financial year under review on January 21, 2023, pursuant to Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013, inter-alia, to discuss: Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole; Evaluation of performance of Chairman of the Company, taking into views of Executive and Non-Executive Directors; Evaluation of the quality, content, and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Meeting of the Independent Directors was conducted without the presence of the Chairman, Managing Director, Non-Executive Directors, Chief Financial Officer and the Company Secretary and Compliance Officer of the Company.

Familiarization program for independent directors

The Independent Directors attend a familiarization and orientation program on being inducted into the Board. The details of familiarization and orientation program are provided in the Corporate Governance Report and are also available on the Company s website at http:// c o r d s c a b l e . c o m / c o r d s c a b l e / Familiarisation_Programme.pdf .

Nomination and Remuneration Committee, policy on appointment of directors

The Nomination and Remuneration Committee ( NRC ) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition, and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a director s appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis-?-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, a specific requirement for the position including expert knowledge expected is communicated to the appointee.

During the year under review, the Board has also reviewed the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company which were mapped with each of the Directors on the Board. The same is disclosed in the Corporate Governance Report forming part of the Annual Report.

Criteria for Determining Qualifications, Positive Attributes, and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes, and independence of directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations.

Independence: In accordance with the above criteria, a director will be considered as an Independent Director if (s)he meets the criteria for Independence as laid down in the Act and Rules framed thereunder, as amended and Regulation 16(1)(b) of the SEBI Listing Regulations. Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age, and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal and communication skills, and soundness of judgement. Independent Directors are also expected to abide by the Code for Independent Directors as outlined in Schedule IV to the Act.

Remuneration policy and remuneration of directors and key managerial personnel

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel, and other employees pursuant to the provisions of the Act and the Listing Regulations. The remuneration determined for Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Executive Directors are not paid sitting fees; the Independent Directors are entitled to sitting fees for attending the Board Meetings.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company. The Remuneration Policy of your Company can be viewed at the following link: http://cordscable.com/ cordscable/Nomination_Remuneration_ Policy.pdf . The particulars regarding remuneration of the Directors and Key Managerial Personnel along with details of ratio of remuneration of each Director to the median remuneration of employees of the Company for the financial year under review is given in Annexure-4. A statement containing particulars of top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-4.

In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders including the aforesaid Annexure. The aforesaid Statement is also open for inspection at the Registered Office of the Company, up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Neither the Managing Director nor the Whole-time Director of your Company receives any remuneration or commission from any of its subsidiaries as there was no such subsidiary company during the period under review.

Details of board meetings and constitution of various committees

The Board of Directors of your Company had already constituted various Committees in Compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Committee of Directors, and Corporate Social Responsibility Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference and the role of the committees are taken by the Board of Directors.

Details of the role and composition of these committees, including the numbers of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section, which forms part of the Annual Report.

Listing and dematerialization of securities and the status of listing fee

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 2022-23 has already been paid to the stock exchanges. The equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited and ISIN assigned to the equity shares is INE792I01017.

Corporate Governance

The Governance, Corporate Secretarial and Legal functions of the Company ensure maintenance of good governance within the organization. The existence of good corporate governance is essential for the businesses to function smoothly ensuring compliant at all times and providing strategic business partnership in the areas including legal expertise, corporate restructuring, regulatory changes and governance.

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), a detailed report on Corporate Governance together with the Auditor s Certificate on its compliance forms part of the Annual Report as Annexure-5. A certificate issued by M/s Gupta Gulshan & Associates, Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) and Schedule V of SEBI (Listing Obligation and Disclosure Requirements), 2015 has been obtained and is annexed at the end of Corporate Governance Report in the aforesaid annexure.

Also, a declaration signed by the Managing Director stating that the members of the Board of Directors and Senior management personnel have affirmed the compliance with code of conduct of the Board of Directors and Senior Management is forms part of this report. The code can be viewed at the following link: http:// w w w . c o r d s c a b l e . c o m / c o r d s c a b l e / Code%20of%20Conduct%20for%20the%20Directors %20and%20Senior%20Management%20Team.pdf

Managing Director and Chief Financial Officer certification

The Managing Director and the Chief Financial Officer of the Company has given a certificate to the Board as contemplated under Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements), 2015. The certificate is annexed with this report as Annexure-6.

Management Discussion and Analysis

The Management Discussion and Analysis and the Business Responsibility Report as required under the SEBI Listing Regulations form part of this report as Annexure-7.

Insider trading code

The company has adopted an Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons ( the Code ) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). The Code is applicable to Promoters, Member of Promoter s Group, all Directors, and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The company has also formulated The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. All Board Directors and the designated persons have confirmed compliance with the Code. This Code is displayed on company s website viz. http://www.cordscable.com/cordscable/ PIT%20Policy.pdf

Electronic Filling

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.

Formal annual evaluation by the Board of its own performance and that of its committees

The Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its committees. The NRC has defined the evaluation criteria, procedure, and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members.

The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee Meetings, participation of individual director in deliberations among other attributes in such meetings.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The Board of Directors has expressed its satisfaction with the evaluation process.

Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134

(3)

(c) read with Section 134

(5) of the Companies Act, 2013 in the preparation of the annual accounts. Accordingly, Directors of your company make the following statement

(s) in term of Section 134 of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them: a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures. b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the end of the financial year on March 31, 2023, and of the profit of the company for the period 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The directors had prepared the annual accounts for the year ended on March 31, 2023, on a going concern basis. e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal financial control systems and their adequacy

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 companys internal financial controls were adequate and effective during the financial year under review. The directors review the financial control systems from time to time and adequate steps are taken to strengthen such systems. The details in respect of internal financial control and their adequacy are also included in the Management Discussion and Analysis.

Audit committee and its recommendations

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this Annual Report. As all recommendations of the Audit Committee has been accepted by the Board, hence it is not required to disclose reasons for not accepting such recommendations.

Vigil mechanism and whistle blower policy

The company has established a vigil mechanism by adopting a Whistle Blower Policy for stakeholders including directors and employees of the Company and their representative bodies to report genuine concerns in the prescribed manner to freely communicate their concerns and grievances about illegal or unethical practices in the company, actual or suspected, fraud or violation of the Company s Code or Policies.

The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of stakeholders who use such mechanism.It provides a mechanism for stakeholders to approach the Chairman of Audit Committee or Chairman of the Company. During the year, no person was denied access to the Chairman of the Audit Committee or to the Chairman of the Company. The Whistle Blower Policy of the Company is available at web link http://www.cordscable.com/ cordscable/Whistle%20Blower%20Policy.pdf

Appointment of statutory auditors, audit report and reporting of frauds

The members at 30^th annual general meeting of the Company approved the re-appointment of M/s Alok Misra & Co., Chartered Accountants, (FRN 018734N) as the Statutory Auditor of the company to hold the office for a second term of five years i.e., from the conclusion of 30^th annual general meeting and until the conclusion of 35^th annual general meeting.

The Statutory Auditors, M/s Alok Misra & Co., Chartered Accountants have submitted a certificate confirming their eligibility under Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act. Further, the company has also received declaration from the Auditors that they are not disqualified for such appointment/reappointment under the said act.

The auditor s report is annexed with the financial statements for the financial year under review. The auditor s report does not contain any qualification, reservation, adverse remark, or disclaimer hence no explanation or comments of the Board are required in this regard. The observations of statutory Auditors in their report should be read with the relevant notes to accounts and are self-explanatory and therefore do not require further comments.

The auditors of your Company have not reported any fraud during the financial year under review as there were no such instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

Secretarial standards and secretarial audit report and secretarial compliance report

The company has complied with the applicable secretarial standards. The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

Pursuant to the provisions of section 204 of the Companies Act, 2013, the secretarial audit report submitted by M/s Gupta Gulshan & Associates, Company Secretaries A copy of the secretarial audit report is annexed herewith as Annexure-8.

The secretarial compliance report for the financial year under review submitted by M/s Gupta Gulshan & Associates, Company Secretaries is annexed herewith as Annexure-9.

The aforesaid reports do not contain any qualification, reservation, adverse remark, or disclaimer in their report and accordingly the board is not required to comment thereon.

Cost records, appointment of cost auditors and cost audit report

Pursuant to the provisions of the section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the accounts and records are required to be maintained by the Company, in respect of various manufacturing activities and are required to be audited. Accordingly, such accounts, records are made and maintained in respect of various manufacturing activities.

The Board of your Company have appointed M/s S. Chander & Associates, Cost Accountants, as the cost auditor to conduct audit for the financial year 2023-24 and the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking the members ratification for the remuneration payable to the said auditors, in terms of the resolution proposed to be passed, is included in the notice convening the annual general meeting of the Company.

The cost audit report for the previous financial year 2021-22 issued by M/s S. Chander & Associates, Cost Accountants, was submitted to the Ministry of Corporate Affairs on September 09, 2022.

Corporate social responsibility

In terms of the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility ( CSR ) Committee. The Company has also in place a CSR Policy and the revised CSR policy is available at the website of the Company and may be accessed at the weblink: http://cordscable.com/ cordscable/CSR_Policy.pdf.

As a socially responsible and caring Company, we are committed to play a larger role in promoting welfare of animals and safeguard their rights, ensuring environmental sustainability, ecological balance, protection of flora and fauna, agroforestry and promoting education including special education etc. The Company, in every financial year, in line with the Companies Act, 2013, pledges to spend a minimum two percent of the average net profits made during the three immediately preceding financial years towards CSR initiatives. In terms of section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company have constituted a Corporate Social Responsibility Committee, for details of the committee constitution of the CSR, please refer to the corporate governance report, which forms part of this Annual Report.

The particulars regarding composition of CSR committee and other disclosures required in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-10.

Annual return of the Company

The annual return of the company shall be placed on the website of the company as required under sub-section (3) of section 92 of the Companies Act, 2013. Accordingly, the annual return of the Company may be accessed at web-link https://www.cordscable.com/cordscable/ cordscableindustries.php .

Conservations of energy

The company, for energy requirements, is primarily dependent on the power supply by the electricity distribution companies and has power back up facilities to meet the requirement, and all of which may also include the electricity generated through alternate sources of energy. The Company has a policy to use energy efficient machinery, equipment, and appliances. The old machineries are replaced with new energy efficient machines from the time to time to conserve energy and same results in savings on that count. The particulars relating to conservation of energy, as required to be disclosed under section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided as Annexure-11.

Technology absorption

The activities of the company do not directly involve any technology except those required for routine business and official purposes. Therefore, the details regarding efforts made toward technology absorption and the benefits derived therefrom are not applicable. Further, the Company has not imported any technology during the last three years from the beginning of the financial year under review. The particulars relating to technology absorptions required to be disclosed under section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided as Annexure-12.

Foreign exchange earnings and outgo

During the year under review, company s products were exported to other countries and earned foreign exchange. The company has also participated in exhibitions, seminars, and conferences in foreign countries for promotion of its products. Efforts shall continue to enlarge the geographical reach on export market in order to maximize foreign exchange inflow and every effort made to minimize the foreign exchange outflow.

Risk Management Policy

Risk management policy commensurate with its size and nature of business is developed and implemented by the company and discussed by the board from time to time while it reviews the business operations. Policy is primarily developed with a view to identify the risk element which may threaten the existence of the company. The policy provides a reasonable assurance in respect of providing financial and operational risk in respect of business of the company, complying with applicable statutes and safeguarding of assets of the company.

In the opinion of the Board, any element which may threaten the existence of your company does not exist as on date of report and do not consider that such element may arise in future. The Audit Committee may also have an additional oversight in the areas of financial controls.

Detail 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 or tribunal which would impact the going concern status and the company s future operations excepting to the extent as may be mentioned in the notes to accounts attached to the financial statements forming part of the annual report.

Detail of application under Insolvency and Bankruptcy Code, 2016

During the period under review, no application was filed against the company under Insolvency and Bankruptcy Code, 2016 for default in payment of debt. As no application was filed or pending during the financial year under review, therefore, status of such application and other disclosures in this regard are not applicable to your company.

Particular about valuation in case of one-time settlement

During the financial year under review, the company has not entered into one-time settlement with banks or financial institution in respect of loans availed by the company. Therefore, the reasons and other disclosures regarding difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the bank or financial institution is not applicable.

Disclosure for prevention of sexual harassment of women at workplace

Your company is committed to establishing a secure and harassment-free work environment, prioritizing the well-being of both women and all employees. The aim is to foster an atmosphere that is void of discrimination and harassment, including any form of sexual harassment. Your company maintains a zero-tolerance policy towards workplace sexual harassment and have implemented an Anti-Sexual Harassment Policy in accordance with The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee is in place to redress complaints if and when received regarding sexual harassment as per applicable provisions. During the financial year under review, Internal Complaints Committee has not received any complaint pertaining to sexual harassment and no complaint is pending for disposal before the Committee.

Human resources

The Company takes pride in its dedication, competence, and commitment to various aspects of Human Resource Management, including recruitment, promotion, compensation, and training. The Company maintains an equitable, just, and unbiased approach in hiring, promoting, and nurturing employees. The Directors also extend their appreciation for the unwavering dedication and efficient services provided by all employees of the company. Without their wholehearted efforts, the overall satisfactory performance of the company would not have been achievable.

ISO certificates and other recognitions

Your company is awarded the globally recognized prestigious ISO 9001: 2015, ISO 14001:2015, ISO 45001:2018. Apart from that company is also awarded BIS 7098 and BIS 1554 for both Kaharani and Chopanki Plant and BIS 694 for Kaharani Plant, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

Green initiative in the corporate governance

In view of the Green Initiative in Corporate Governance introduce by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, your company started a sustainability initiative with the aim of going green and minimizing its impact on the environment. Your Company sincerely appreciates shareholders who have contributed towards furtherance of Green Initiative. We further appeal to other shareholders to contribute towards furtherance of Green Initiative by opting for electronic communication. Electronic copies of the Annual Report for the financial year 2022-23 along with the notice of 32^nd Annual General Meeting will be sent to all members whose email addresses are registered with the company/ Depository participants. For members who have not registered their email addresses, the physical copies shall be dispatched 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.

Appreciation

The Board of your company acknowledges the dedication, loyalty, hard work, solidarity, and commitment demonstrated by employees, professionals, and other individuals associated with the Company across all levels. The Board also extends its appreciation for the unwavering cooperation and support received from suppliers, vendors, bankers, financial institutions, government authorities, business partners, shareholders, customers, and all other stakeholders throughout the period. Their contributions have indeed been pivotal in achieving the overall satisfactory performance of the company.