cable corporation of india ltd Directors report

Your Directors are pleased to present the Sixty-second Annua! Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2019.

FINANCIAL PERFORMANCE

(Rs. in lacs)

Particulars	Current Year ended 31.03.2019	Previous Year ended 31.03.2018
Revenue from operations	89,95	22,523
Other Income	340	290
Profit / (Loss) after Extraordinary items & before Tax	(42,46)	3,856
Less : Provision for Taxation	-	-
Profit / (Loss) for the year	(42,46)	3,856
Balance Profit / (loss) brought forward from previous year	(13,284)	(17,140)
Debit Balance in statement of profit and loss carried to balance sheet	(17,530)	(13,284)

OPERATIONS

During the year under review, the revenue from operations of the Company was Rs 89.95 crores compared to Rs. 225.23 crores in the previous year. This steep decline was basically due to the acute financial crunch faced by the company hindering the funding for completion of existing delayed projects already on hand. This hampered the production leading to stagnancy at the plant level.

Similarly, the slowness in completion of Real Estate Projects, hampered by funds crunch and delayed approvals, also affected revenue from such projects.

During the year, your Company has adopted strategic approach towards the projects by re-establishing customer contracts and initiating completion of orders on hand including projects which are of national security. However, the Company is hoping to complete these projects in the current financial year. With the Governments positive efforts towards developing power & infrastructure and with the help of management strategic outlook, the Company is hopeful for better growth in 2019-20.

Industrial relations remained cordial during tile year under review.

DIVIDEND AND RESERVES

In view of the losses, the Directors do not recommend any dividend on Equity Shares for the financial year 2018-19.

During the year under review, no amount was transferred to reserves.

FUTURE PROSPECTS

The Governments policy of Renewable Energy is also a major source of power, in India, Due to the policy of the government of 100% household electrification , demand for cables has shot up. Due to this tire Companys order position will improve.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Nandini H Khatau, Director (DIN; 00122240) retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Details of Director seeking re-appointment at the forthcoming Annual General Meeting is provided in the notice convening 62nd Annual General meeting of the Company accompanying this report. Your Directors recommend the above re-appointment for your approval.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the year under review.

DETAILS OF SUBSIDIARY /JOINT VENTURES /ASSOCIATE COMPANIES

Your Company does not have any associate, subsidiary or joint venture Companies.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant / material orders passed by tire Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate internal control system in place. It is set up with the purpose to avoid any errors in the system and to promote operational efficiency. The control parameters are reviewed with regular intervals by Audit Committee and changes required, if any, are effectively implemented.

The Company has a well defined delegation of authority limits for approving revenue as well as expenditures. Processes for formulating and reviewing annual and long term business plans have been laid down. The Company uses an established system to record day to day transactions for accounting and financial reporting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is provided as Annexure I forming part of this Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is forming part of this Report as Annexure II

REMUNERATION POLICY

The Nomination and Remuneration Committee of the Company has formulated a policy relating to the remuneration of the Directors, key managerial personnel and other employees of the Company, the details of which are forming part of this report as Annexure III

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. While recommending a candidate for appointment, the Nomination and Remuneration Committee:

i. Assesses the appointee against a range of criteria including qualifications, age, experience, positive attributes, independence, relationships, diversity of gender, background, professional skills and personal qualities required to operate successfully in the position and has discretion to decide adequacy of such criteria for the concerned position;

ii. Assesses the appointee on the basis of merit, related skills and competencies. No discrimination is made on the basis of religion, caste, creed or sex.

As part of the policy, the Company strives to ensure that: .

i. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors required to run the Company successfully.

ii. motivate KMP and Senior Management to achieve excellence in their performance.

iii. relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

iv. the remuneration to Directors, KMP arid Senior Management involves a balance between fixed and incentive pay reflecting short and longterm performance objectives to the working of the Company and its goals.

The Particulars of Information as per Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting and shall be made available to any shareholder on request.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s KNCS & Co, Chartered Accountants (Firm Registration No.124740W) who are the Statutory Auditor of the Company, hold office until the conclusion of the 65^th Annual General Meeting of the Company to be held in the year 2022.

The Auditors Report to the Members does not contain materia! qualification. The Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore does not call for any further comments.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed M/s DM & Associates, Company Secretaries LLP, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith to this report.

With reference to the remark provided by the Secretarial Auditor regarding non-appointment of Company Secretary & Key Managerial Personal (KMP) as per Section 203 of the Companies Act, 2013, it is pertinent to note that the Company has appointed Mr. Prasad Baraskar, Associate Member of the Institute of Company Secretaries of India, Membership No.30414, as Whole time Secretary of the Company with effect from 11^th June,2019, Their Report is attached to this Report.

Cost Auditors

M/s Kejriwal & Associates, Cost Accountants, were appointed as Cost Auditors of the Company for the financial year 2018-19.

In accordance with the requirement of the Central Government and pursuant to Section 148 of the Act, the Company carries out the annua! cost audit of cost records made and maintained by the Company.

DEPOSITS

During the year under review, the Company has not accepted any deposit under the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. .

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provision of Section 135 in respect of Corporate Social Responsibility (CSR) spending is not applicable to the Company. However, the Company has constituted CSR Committee as on 31^st August, 2016. During the year under review, there was one meeting of CSR Committee which was held on 31^st July, 2018.

Since CSR spending is not applicable to Company, reporting as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with Rule 9 of the Companies (Accounts) Rules, 2014 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY COMPANY

Particulars of investments made, loan given and guarantees and securities provided, if any, are provided in the financial statement.

RELATED PARTY TRANSACTIONS

All related party transactions are placed before the Audit Committee for review and approval and also to the Board. All related party transactions are on an arms length basis and in the ordinary course of business and do not attract the provisions of Section 188 of the Companies Act, 2013. There are no materially significant related party transactions for the year under review.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 does not form part of the report. The information on transactions with the related party is provided in notes forming part of the financial statement.

MEETINGS OF THE BOARD AND COMMITTEES

During the year under review, 4 (four) Board Meetings were convened and held on 23^rt May, 2018, 31^st July, 2018, 28^s November, 2018 and 27^th March, 2019. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Board Committees are set up to carry out defined roles which are considered to be performed by members of the Board. Minutes of proceedings of Committee meetings are circulated to the Directors and placed before the Board for noting.

Meetings of the Stakeholders Relationship Committee and Nomination and Remuneration Committee were convened on 31^st July, 2018. Number of Meetings held and attended during the year is as follows:

Name of Director	Designation	Board Meetings		Audit Committee		Stakeholders Relationship Committee		Nomination & Remuneration Committee
		Held	Attended	Held	Attended	Held	Attended	Held	Attended
Hiten A Khatau	Chairman & Non Executive Promoter Director	4	4	-	-	-	- .	1	1
Jayant Kulkarni	Vice Chairman & Non- Executive Director	4	4	-	. -	-			-
Nandini H Khatau	Non Executive Promoter Director	4	1	-	-	-	-	-	-
Rohan H Khatau	Managing Director	4	4	2	1	-	-	-	-
Abhijit Datta	Independent Director	4	2	2	2	-	-	1	1
Nayna B Pasta	Independent Director	4	4	2	2	-	-	-	-
Girish D Bhingarkar	Independent Director	4	4	-	-	-	-	1	1
Chakravarthi Sundarashyam	Nominee Director	4	4		-	"	-	1	1

Chairman is invitee to the Audit Committee Meetings.

COMPOSITION OF AUDIT COMMITTEE

The Board has constituted the Audit Committee and which comprises of Mr. Abhijit Datta as the Chairman, Mrs. Nayna Pasta and Mr. Rohan Khatau as the Members with Independent Directors forming a majority. During the year under review, Two Meeting of Audit Committee was convened and held on 23^rd May, 2018 and 31^s1 July, 2018.

VIGIL MECHANISM

As per the provisions of Section 177 (9) of the Act, the Company has established Vigil Mechanism with a view to provide a mechanism for .

Directors and employees of the Company to approach to the Chairman of the Audit Committee of the Board to report genuine concerns about unethical or improper activity. The vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairman of the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal complaints committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during the year 2018-19.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT -9, as required under Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is forming part of this Report.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments which has occurred, affecting the financial position of the Company between the end of the financial year of the Company i.e. March 31, 2019 and the date on which this report has been signed.

RISK MANAGEMENT

The Companys Board of Directors has overall responsibility for the establishment and oversight of the Companys risk management. The Companys risk management framework identifies the elements of risk, which in the opinion of the Board of Directors, threatens the existence of the Company. The Company recognizes & analyses the risks and mitigates by setting controls, which protects interest of its shareholders and other stakeholders and enables Company to achieve its business objectives along with sustainable growth. Risk management is embedded in our critical business activities, functions and processes. Also, timely training provided to all employees, enables them to understand their role and responsibility.

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman were evaluated.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the compliance systems maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultant(s) and the review performed by the Board and relevant committees, including Audit Committee and to the best of knowledge and belief and according to the information and explanations obtained by them, the Board of Directors make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended March 31,2019, the applicable accounting standards have been followed and there has been no material departure;

(ii) Such accounting policies have been selected and applied them consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as at March 31, 2019 and of the Companys profit or loss for the year ended on that date;

(iii) Proper and sufficient care has been taken 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;

(iv) That they have prepared the annual accounts on a going concern basis;

(v) That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

OTHER DISCLOSURES/ REPORTING

No disclosure or reporting is required in respect of the following items as there were either no transactions or not applicable during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares including sweat equity shares and ESOS to employees of the Company under any scheme.

c. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries as the Company does not have subsidiary companies.

d. Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

e. The Company does not have any subsidiary, associate/joint venture which require separate section containing a report on performance and financial position of each of subsidiaries, associates/joint ventures.

CODE OF CONDUCT

The Board has laid down a code of conduct for all Directors and senior management staff of the Company. All Directors and members of the senior management have affirmed their compliance with the code of conduct.

ACKNOWLEDGEMENTS

Your Directors express their gratitude to the customers, shareholders, bankers, dealers, vendors and other business partners for the continued cooperation and support extended by them during the year under review. Your Directors would also like to acknowledge the contribution and the dedicated efforts made by the workers and officers at all levels of the Company during the year under review.

	For and on behalf of the Board of Directors
	Hiten A Khatau
Place: Mumbai	Chairman
Dated: 27th August, 2019	DIN: 00121931