To,
The Members,
Emgee Cables and Communications Limited
The Board of Directors hereby submit the report of the business and operations of your
Company along with the Audited Financial Statements for the Financial Year ended 31st
March, 2017.
1. FINANCIAL SUMMARY
The Companys financial performance for the year alongwith previous years figures are
given hereunder:
|
|
(Amount in Rs.) |
| Particulars |
F.Y. 2016-17 |
F.Y. 2015-16 |
| Total Income |
1,755,313,152/- |
1,470,813,698/- |
| Total Expenditure |
1,743,060,683/- |
1,460,678,577/- |
| Profit before taxes |
12,309,912/- |
10,135,121/- |
| Less: Taxation |
4,471,203/- |
3,894,210/- |
| Deferred Tax |
363,016/- |
43,958/- |
| Profit after Taxes |
7,475,693/- |
6,196,953/- |
2. PERFORMANCE REVIEW
The company is mainly engaged in the business of Manufacturing and Trading of wires and
cables. The Net receipts from Operations during the year under review were Rs.
1,755,313,152/- as against Rs. 1,470,813,698/- in the previous year. The profit after tax
is Rs. 7,475,693/-as against Rs. 6,196,953/- in the previous year.
3. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/ STATE OF
COMPANYS AFFAIRS
The Directors are hopeful about achieving better performance in future especially in
view of internet and broadband penetration. The Company is now focusing more on export
business and got approvals from large manufacturers in Europe. The Company also looking to
upgrade/increase its capacity, for this the Company has installed new Plant &
Machineries.
4. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the financial year ended 31st March, 2017, no entity became or ceased to be the
subsidiary, joint venture or associate of the Company.
5. DIVIDEND
The Board of directors in their meeting held on 30th May 2017 recommended a Dividend of
Rs. 0.467/- (8% Preference share of Rs. 10/- each) on 15,00,000 Preference Shares on
pro-rate basis.
Further, in view of the Directors consideration to conserve the profits for future
expansion, your Directors do not recommend payment of any dividend for the year ended
March 31, 2017 on Equity Shares.
6. RESERVES
During the financial year 2016-17 the company has not proposed any amount to carry to
the general reserve. The Company has transferred Rs. 50,00,000/- to Capital redemption
Reserve.
7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
and the date of this Report.
8. 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 31st March, 2017.
9. SHARE CAPITAL
The Authorised Share Capital of the Company was Rs. 10,00,00,000/- (Rupees Ten Crore
Only)divided into 70,00,000 (Seventy Lac) equity shares of Rs. 10/- (Rupees Ten Only) each
and 30,00,000 (Thirty Lac) preference shares of Rs. 10/- (Rupees Ten Only) each.
10. PREFERENTIAL ISSUE OF 15,00,000 (Fifteen Lacs) PREFERENCE SHARES TO PROMOTERS :
During the Financial year 2016-17, the Board of Directors of the Company at its meeting
held on 30th August 2016 subsequent to the approval of the share holders
through Postal Ballot which concluded on 27th January, 2016 allotted 15,00,000
(Fifteen Lacs) 8% Cumulative Redeemable Preference Shares of Rs. 10/- each at par to
Promoters on Preferential basis.
11. MANAGEMENT AND BOARD OF DIRECTORS
Mrs. Anuradha Choudhari (DIN-06794396), Non Executive Promoter Director , on
recommendation of Nomination and Remuneration Committee and approval of the
shareholders of the company in the 29th Annual General Meeting (AGM), held on
30th September, 2016 was designated as Whole Time Director of the
Company w.e.f. 1st June , 2016 to 31st May, 2019, liable to retire by rotation.
Mr. Narayan Modi (DIN-06930593) was appointed as an Additional Independent
director on the Board of the Company w.e.f. 01st May, 2016 and re-appointed as
an Independent Director not liable to retire by rotation to hold office for a term up to
30th April, 2021 in the 29th AGM held on 30th September, 2016.
Mr. Akhilesh Poddar (DIN-05117029) was appointed as an Additional Independent
Director on the Board of the Company w.e.f. 29th July, 2016, and reappointed as
an Independent Director not liable to retire by rotation to hold office for a Term up to
28th July, 2021 in the 29th AGM held on 30th September, 2016.
Mr. Shripal Choudhari (DIN -00403872) Managing director and CEO of the Company, on
recommendation of Nomination and Remuneration Committee was re-appointed as
Managing director and designated as Managing director and CEO of the Company w.e.f. 01st
June, 2017 to 31st May, 2020, liable to retire by rotation, subject to the
shareholders holders approval on the terms and conditions as mentioned in the resolution
in the Notice of 30th AGM.
Mrs. Anuradha Choudhari (DIN-06794396) Promoter & Whole Time Director of the
Company whose period is liable to retire by rotation pursuant to the provisions of the
Companies Act, 2013 and the Articles of Association of the Company, retires by rotation in
the ensuing AGM and being eligible seeks re-appointment.
The details of Directors being recommended for re-appointment as required under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Schedule V of
the Companies Act, 2013 and the relevant provisions of the Secretarial Standard on General
Meeting are contained in the accompanying Notice convening the ensuing Annual General
Meeting of the Company.
Appropriate resolution(s) seeking your approval to the appointment/ re-appointment of
Directors are also included in the Notice.
12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Meetings of the Board are generally held at the Administrative Office of the
Company at T-16, 3rd Floor, Alankar Plaza, Central Spine, Vidhyadhar, Jaipur
(Rajasthan). During the financial year 2016-2017, the Board of Directors of the
Company, met 06 (Six) times on 30th May , 2016, 29th July,
2016, 22nd August, 2016, 30th August, 2016, 11th November,
2016, 10th February, 2017.
13. DECLARATION BY INDEPENDENT DIRECTOR
All the Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013
and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and the relevant rules.
14. FORMAL ANNUAL EVALUATION
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that
the Board shall monitor and review the Board evaluation Framework.
The Companies Act, 2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual directors. Schedule
IV of the Companies Act, 2013 states that the performance evaluation of Independent
directors shall be done by the entire Board of Directors, excluding the director being
evaluated.
The evaluation all the directors and the board as a whole was conducted based on the
criteria and framework adopted by the Board.
The following criteria assist in determining how effective the performances of the
Directors/KMPs/Senior officials have been:
• Leadership & stewardship abilities;
• Contributing to clearly define corporate objectives & plans;
• Communication of expectations & concerns clearly with subordinates;
• obtain adequate, relevant & timely information from external sources;
• review & approval achievement of strategic and operational plans,
objectives, budgets;
• regular monitoring of corporate results against projections ;
• identify, monitor & mitigate significant corporate risks ;
• assess policies, structures & procedures ;
• direct, monitor & evaluate KMPs, senior officials ;
• review managements succession plan ;
• effective meetings ;
• assuring appropriate board size, composition, independence, structure ;
• clearly defining roles & monitoring activities of committees;
• review of corporations ethical conduct.
At the conclusion of the evaluation exercise, the Members of the Board assessed that
the Board as a whole together with each of its Committees was working effectively in
performance of its key functions. The peer review concluded on the note that each of the
individual directors was performing efficiently and effectively contributing to a well
performing Board and shared a common vision to turning organization goals into reality.
15. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of
the Company adopted a policy on directors appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of a director and other
matters provided u/s 178(3), based on the recommendations of the Nomination and
Remuneration Committee.
The primary objective of the Policy is to provide a framework and set standards for the
nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and
officials comprising the senior management. The Company aims to achieve a balance of
merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior
Management. The Nomination and Remuneration Policy is furnished in Annexure-1 and
forms part of this report.
16. PARTICULARS OF EMPLOYEES
Details pursuant to section 197(12) of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this
Report and are annexed herewith as ANNEXURE - 2.
17. AUDITORS AND AUDITORS REPORT
1) STATUTORY AUDITORS
The Companies Act, 2013 (‘The Act) was notified effective April 1, 2014. Section
139 of the Act lays down the criteria for appointment and mandatory rotation of statutory
auditors. Pursuant to section 139 of the act and the rules made thereunder, it is
mandatory to rotate the statutory auditors on the completion of two terms of five
consecutive years. The rules also lay down the transitional period that can be served by
the existing Auditors depending on the number of consecutive years for which an audit firm
has been functioning as auditor in the same company. The incumbent Auditors "M/s
P.S.D. & Associates," Chartered accountants (Firm Registration No. 004501C) have
served the Company for over 10 years before the Act was notified and will be completing
the maximum no.. of Transitional period (Three Years) at the ensuing 30th AGM.
The Audit committee of the company has proposed and on 30th May 2017 the board
has recommended the appointment of "M/s Parakh & Co., Chartered Accountants (Firm
Registration No. 001475C), Jaipur as the statutory Auditors of the Companies after
receiving consent letter and peer review certificate from "M/s Parakh & Co.,
Chartered Accountants". The firm will hold office for a period of five consecutive
years from the conclusion of the 30th Annual General Meeting of the Company
till the Conclusion of 35th Annual General Meeting to be held in 2022 subject
to ratification by shareholders at every Annual General Meeting. The First year of audit
will be of the financial statements for the year ending March 31, 2018, which will include
the audit of the quarterly Financial results.
The Auditors Report to the shareholders for the Financial Year 2016-17 given by M/s
P.S.D. & Associates, Chartered Accountants, Jaipur does not contain any observation
and qualification. The Auditors Report for the financial year ended 31st March, 2017 is
self-explanatory and does not call for any further comments. No frauds have been reported
by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in
the Boards Report.
M/s Parakh & Co., Chartered Accountants (Firm Registration No. 001475C), Jaipur are
proposed to be appointed as Statutory Auditors in place of retiring Auditors M/s P.S.D.
& Associates, Chartered Accountants, Jaipur, and shall hold office from the conclusion
of this Annual General Meeting till the conclusion of the 35th Annual General Meeting
subject to ratification of the appointment by the members of the Company at every Annual
General Meeting held after this Annual General Meeting.
The Company has received letter from M/s Parakh & Co., Chartered Accountants to the
effect that their appointment, if made, would be within the prescribed limits under
Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment
within the meaning of Section 141 of the said Act. Accordingly the Board of Directors have
recommended the appointment as statutory Auditors on a remuneration to be decided by the
board.
2) COST AUDITORS
Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act,
2013 and Rules made thereunder, M/s. Bikram Jain & Associates, Cost Accountants,
Jaipur (FRN. 101610) were appointed as the cost auditors to conduct the audit of cost
records of your company for the year ending 31st March, 2017. They gave their consent and
eligibility certificate confirming they are not disqualified.
In view of the same and in terms of the provisions of Section 148 and all other
applicable provisions of the Companies Act, 2013, read with the Companies (Audit and
Auditors) Rules, 2014, M/s. Bikram Jain & Associates, Cost Accountants have been
re-appointed as cost auditors to conduct the audit of cost records of your company for the
Financial Year 2017-18. The remuneration proposed to be paid to them requires ratification
of the shareholders of the Company. In view of this, your ratification for payment of
remuneration to cost auditors is being sought at the ensuing Annual General Meeting.
Cost Auditors Report
The Audit Report of the cost accounts of the Company for the year ended March 31st,
2017, will be submitted with the Central Government in due course.
3) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
corresponding Rules framed thereunder, M/s V. M. & Associates, Company Secretaries in
Practice, Jaipur (FRN:P1984RJ039200) were appointed as the Secretarial Auditors of the
Company to carry out the secretarial audit for the financial year 2016-17. They gave their
consent and eligibility certificate confirming they are not disqualified.
The Board has re-appointed M/s V. M. & Associates, Company Secretaries in Practice,
Jaipur as the Secretarial Auditors of the Company to carry out the secretarial audit for
the financial year 2017-18.
Secretarial Audit Report
A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is
annexed with this Report as ANNEXURE – 3. The Secretarial Auditors Report for
the financial year ended 2016- 2017 is self-explanatory and does not call for any further
comments.
4) INTERNAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
corresponding Rules framed thereunder, M/s OM Agarwal & Co. , Chartered Accountant ,
Jaipur (FRN: 000971C) were appointed as the Internal Auditor of the Company to carry out
the Internal Audit for the financial year 2016-17.
The Board has re-appointed M/s Om Agarwal & Co. , Chartered Accountant , Jaipur as
the Internal Auditor of the Company to carry out the Internal audit for the financial year
2017-18.
Internal Audit Report
The Internal Audit report for the financial year ended 31st March, 2017 is free from
any qualification and self explanatory.
18. AUDIT COMMITTEE
The Audit Committee of the Board of Directors of the Company, comprises of three (3)
members as on 31st March, 2017, namely Shri Naresh Kumar Jain, Independent
Non-Executive Director, Mr. Narayan Modi, Independent Non-Executive Director and Shri
Akhilesh Poddar, Non-Independent Non-Director.
Shri Naresh Kumar Jain, an Independent Director, is the Chairman of the Audit
Committee.
The Board accepted the recommendations of the Audit Committee whenever made by the
Committee during the year.
TERMS OF REFERENCE OF AUDIT COMMITTEE:
The terms of reference of the Audit Committee are as per the governing provisions of
the Companies Act, 2013 (section 177) and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (specified in Part C of Schedule II).
The Role of the Audit Committee includes the following:
(1) oversight of the Companys financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
(2) recommendation for appointment, remuneration and terms of appointment of auditors
of the Company;
(3) approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
(4) reviewing, with the Management, the annual financial statements and auditors
report thereon before submission to the board for approval, with particular reference to:
(a) matters required to be included in the directors responsibility statement to be
included in the Boards report in terms of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013;
(b) changes, if any, in accounting policies and practices and reasons for the same;
(c) major accounting entries involving estimates based on the exercise of judgment by
Management;
(d) significant adjustments made in the financial statements arising out of audit
findings;
(e) compliance with listing and other legal requirements relating to financial
statements;
(f) disclosure of any related party transactions;
(g) modified opinion(s) in the draft audit report;
(5) reviewing, with the Management, the quarterly financial statements before
submission to the Board for approval;
(6) reviewing, with the management, the statement of uses/ application of funds raised
through an issue (public issue, rights issue, preferential issue etc.), the statement of
funds utilized for purposes other than those stated in the offer document/ prospectus/
notice and thereport submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue and making appropriate recommendations to the Board
to take up steps in this matter;
(7) reviewing and monitoring the auditors independence and performance and
effectiveness of audit process;
(8) approval or any subsequent modification of transactions of the listed entity with
related parties;
(9) scrutiny of inter-corporate loans and investments;
(10) valuation of undertakings or assets of the listed entity, wherever it is
necessary;
(11) evaluation of internal financial controls and risk management systems;
(12) reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
(13) reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
(14) discussion with internal auditors of any significant findings and follow up there
on;
(15) reviewing the findings of any internal investigations by the internal auditors
into matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the Board;
(16) discussion with statutory auditors before the audit commences, about the nature
and scope of audit as well as post audit discussion to ascertain any area of concern;
(17) to look into the reasons for substantial defaults in the payment to the
depositors, debenture holders, shareholders (in case of non-payment of declared dividends)
and creditors;
(18) to review the functioning of the whistle blower mechanism;
(19) approval of appointment of chief financial officer after assessing the
qualifications, experience and background, etc. of the candidate;
(20) considering such other matters the Board may specify;
(21) reviewing other areas that may be brought under the purview of role of Audit
Committee as specified in SEBI Regulations and the Companies Act, as and when amended.
VIGIL MECHANISM
The Company has established a Whistle Blower Policy of the Company, which also
incorporates a Vigil Mechanism in terms of the SEBI(LODR) for Directors and employees
commensurate to the size and the business of the company to promote ethical behaviour in
all its business activities and to report concerns and unethical behavior, actual or
suspected fraud or violation of our code of conduct and ethics. Under the said Mechanism,
the employees are free to report violations of applicable laws and regulations and the
Code of Conduct. It also provides for adequate safeguards against the victimization of
persons who use such mechanism.
The functioning of the vigil mechanism is reviewed by the Audit Committee from time to
time. Also there were no whistle blower events reported during the period under review.
19. EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in Form No. MGT – 9 forms part of the Boards
Report and is annexed herewith as ANNEXURE - 4.
20. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES
In compliance with the SEBI Regulations on prevention of insider trading, the Company
has formulated and implemented a comprehensive Code of fair Disclosures for Prevention of
Insider Trading by its management and employees. The code lays down guidelines advising
them on procedures to be followed and disclosures to be made while dealing with shares of
Emgee. The code is available on the website of the Company www.emgeecables.com
21. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS
All Independent Directors are familiarized with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc. from time to time. The Company makes consistent
efforts to acquaint the Board with the overall business performance covering all Business
verticals, by way of presenting specific performance of Plant (based on predefined factory
rating parameters), Product Category and Corporate Function from time to time. The entire
Board including Independent Directors has access to Product Heads/ Factory Heads and other
commercial/ technical staff, wherever required for informed decision making. Detailed
agenda are sent well in advance to all the Directors in order for the Board to perform its
function and fulfill its role effectively.
22. RISK MANAGEMENT POLICY
Emgee understands controlling risks through a formal programme is necessary for the
well-being of the Company. To this end, the Board identifies the risks impacting the
business and formulate strategies/ policies aimed at risk mitigation as part of risk
management.
The Board of Directors has also adopted a formal Risk Management policy for the Company
whereby, risks are broadly categorized into Liquidity Risk, Funding Risk, Time Risk, Call
Risk, and Interest Rate Risk, outlines the parameters of identification, assessment,
monitoring and mitigation of various risks which are key to business objectives.
23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The details in respect of Internal Financial Control Systems and their Adequacy are
included in the Management Discussion and Analysis which form part of this report.
24. FIXED DEPOSITS
In the beginning of the Financial Year 2016-17, there were no deposits lying with the
company and further it is clarified that no money have been received which fall under the
category of Deposits during the Financial Year 2016-17.
25. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S 186
During the financial year under review, there were no loans/guarantee given and/or
security provided, neither any investments were made by the Company.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions that were entered during the financial year are done
in the ordinary course of business and on arms length basis. The particulars of contracts
or arrangements with related parties referred to in Section 188(1) of the Companies Act
2013 including certain arms length transactions under third proviso thereto are disclosed
in Form No. AOC-2. Annexure -5 to this report. The policy on related party
transaction is available on the website of the company at www.emgeecables.com
27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a policy for prevention of Sexual Harassment of Women at
workplace and has set up Committee for implementation of said policy. During the year
Company has not received any complaint of harassment.
28. HUMAN RESOURCES
The Company recognizes the importance of Human Resource Management in realizing its
growth ambitions and believes in nurturing talent within the organization to take up
leadership positions. The Company believes that the development of employees is one of the
most important enablers for an organization. This is being done at both individual and
team levels. Sustained development of its employees, professional and personal, is the
hallmark of its human resource policies. The Company is giving emphasis to upgrade the
skills of its human resources in context of its new ventures in Knowledge Industry. This
is in keeping with its policy of enhancing the individuals growth potential within the
framework of corporate goals.
29. ENVIRONMENT & HEALTH AND SAFETY
Your Company is continuously working towards laying a strong foundation and creating a
sustainable future for our Organization, our People and the Society as a whole. Here,
Environment Health and Safety (EHS) management is a key pillar of our sustainable growth
agenda. We are committed to lead and excel in all aspects of environmental stewardship,
safety, health and social responsibility, always striving to provide safe and healthy work
environment to our employees and efficient, safe and environmentally responsible products
to our customers.
Emgee is committed to protecting the health and safety of everyone involved in its
operations as it is committed to protecting the sustainability of the environment in which
it operates. We have worked hard to put in place management systems; controls; objectives
and targets; strategies; and training that uphold and honour national and international
codes and standards on health, safety and environment. Whether it is policies that
inculcate safe behaviour as a personal value in all our stakeholders or that prevent
accidents, we have put in place mandatory compliances for all employees and contractors
while on business at our sites.
Fostering a preemptive safety culture across all our assets and facilities, we also
ensure energy conservation facilities at plant location. We have rain water harvesting
locations including our Administrative office to maintain the balance of natural resource
like water.
Your Company also provides life insurance cover, personal accident cover and robust
medical and health policies to employees, workers, and channel partners against any
unfortunate incident.
We strongly believe that those on the shop floor who actually execute a task are the
best to judge the parameters involved for safety and welfare.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO
The Information pertaining to conservation of energy, technology, absorption, foreign
exchange earnings and outgo pursuant to section 134(3)(m) of The Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure -6 to
this report.
31. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis Report forms part of this Annual Report.
32. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the compliance with the Corporate Governance provisions specified in
Regulations 17 through 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46
and para C, D and E of Schedule V is not mandatory for the time being for Companies having
paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25
Crore, as on the last day of the previous financial year.
The paid up Equity Share Capital of Emgee Cables and Communications Ltd. is Rs. 05.40
Crore and Net Worth is Rs. 16.39 Crore as on 31st March, 2016,
Since our Company falls in the ambit of aforesaid exemption; hence compliance with the
provisions of Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is not mandatory for our Company.
Consequently our Company is not required to provide separate section on Corporate
Governance.
Consequently Corporate Governance Report under Regulation 27 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 does not form part of the
Annual Report for the Financial Year 2016-17.
33. DETAILS OF SIGNIFICANT AND MATERILA ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There was no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
34. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Risk Management and Governance Department of the Company has implemented a strong
Internal Financial Controls (IFC) Framework as per the ICAI regulations and guidelines.
The testing of key controls was also carried out independently by the Statutory Auditors
of the Company as mandated under the provisions of the Companies Act, 2013. In the opinion
of the Board, the existing internal financial controls framework is adequate and
commensurate to the size and nature of the business of the Company.
35. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to sub section 3 (c) of Section 134 of the Companies Act, 2013, the Board of
Directors of the Company hereby state and confirm that:
a) in the preparation of the annual accounts for the year ended March 31, 2017, the
applicable accounting standards have been followed and there are no material departures
from the same;
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 and of
the profit and loss of the company for that period;
c) the directors have 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 have prepared the annual accounts on a going concern basis;
e) the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and;
f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
36. LISTING OF SHARES
Your companys shares are listed at:
1. BSE Ltd.
2. The Calcutta Stock Exchange Ltd.
And the listing fees to BSE Ltd. for the year 2017-18 had been duly paid.
37. ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for assistance and co-operation
received from the Bankers, Local Authorities, Client, Vendors, Advisors, Consultants,
Associates at all levels for their continued guidance and support. Your Directors also
wish to place on record their deep sense of appreciation for their commitment, dedication
and hard work put in by every member of the our Company.
To them goes the credit for the Companys achievement and to you, our shareholders we
are deeply grateful for the confidence and the faith that you have always reposed in us.
|
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|
| JAIPUR, MAY 30, 2017 |
(SHRIPAL CHOUDHARI) |
(ABHINAV CHOUDHARI) |
|
MANAGING DIRECTOR & CEO |
DIRECTOR |
|
DIN: 00403872 |
DIN: 03634672 |
+91-9892691696
