Cords Cable Industries Ltd Directors Report.

To,

Dear Members,

Your Directors take pleasure in presenting the 28th Annual Report of your company together with the audited statement of accounts for financial year ended March 31, 2019.

FINANCIAL HIGHLIGHTS

(Rs in Lacs)

Particulars FY 2018-19 FY 2017-18
Revenue from Operations 41,674.59 36,537.88
Other Income 175.42 175.65
Total Income 41,850.01 36,713.53
Operating Expenditure 37,756.10 32,992.16
Profit before interest, tax and depreciation (PBITD) 4,093.91 3,721.37
Finance Cost 2,392.58 2,293.97
Depreciation 567.35 506.04
Profit before tax (PBT) 1,133.98 921.36
Provision for Tax 398.56 295.17
Other Comprehensive Income 0.83 (1.96)
Profit after Tax (PAT) 736.25 624.23
Profit brought forward from previous year 6,157.79 5,533.56
Profit available for appropriations 6,894.04 6,157.79
Appropriations:
Transferred to General Reserve - -
Profit carried forward 6,894.04 6,157.79

COMPANYS PERFORMANCE/STATE OF COMPANYS AFFAIRS

During the year under review, your companys total revenue stood at 41850.01 lacs as against 36713.53 lacs in the previous year. Your Company earned Profit Before Interest, Tax and Depreciation of 4093.91 lacs as against a PBITDA of 3721.37 lacs in the previous year. The interest cost was 2392.58 lac as against 2293.97 lacs in the previous year. The finance cost includes the Preference Share Dividend and tax thereon as and when approved and declared in Annual General Meeting (AGM). Preference Dividend paid in F.Y. 2017-18 was 16.86 lacs and in the FY 2018-19 was 19.29 lacs.

Your company earned profit after tax for the year of 736.25 lacs as against a PAT of 624.23 lacs earned in the previous year. FY 2018-19 witnessed a lot of investment in infrastructure by government & private players in the focus areas of power, railway, metro rails, roads & related sectors

The cables are an integral part of all the development undertaken and hence its demand tends to move in tandem with it. The overall development also led to rise in demand of your companys products and is expected to continue given huge capital expenditures lined up for the upcoming years. As a result, companys net sales grew by 14% and profit after taxes grew by more than 18% for FY19 vs. FY18. Our efforts to manage the finance cost

has been showing in our performance for the year which only grew by about 4% whereas top line grew by much higher than that. Increased capacity utilization is expected to further improve financial performance of the company going forward.

Newly added prestigious export/domestic clients

Your company in the previous year has been approved by many reputed institutions and authorities as their vendor which testifies our excellent product quality. Your company started the year with getting approved as vendor for a Gulf Oil major in the hydrocarbon sector for instrumentation, control, fiber optics & LV power distribution. Company received revalidation as approved vendor for Engineers India Limited (EIL).

Your company was also approved as a pre-qualified supplier with Airports Authority of India (AAI), approved vendor with Raipur Development Authority (RDA) for supplying of cables for 3 years, approved vendor for Government works in the state of Punjab for "Aluminium Conductor LT Cables (ISI Marked)" and approved vendor for RDSO (Research Design & Standards Organization) under Government of India - Ministry of Railways.

Your Companys current focus is on increasing its business from a variety of segments including the Hydrocarbons, Freight Corridor, Smart Cities Mission, Railway signalling and Protection systems and various Infrastructure projects.

CAPITAL STRUCTURE

During the Financial Year under review, Company has not issued any Equity/ Preference shares to its shareholders.

The Authorised Capital of the Company is ? 17,10,00,000/- (Rupees Seventeen Crores Ten Lakhs Only) divided into no(s) 1,35,00,000 (One Crore Thirty Five Lacs) Equity Shares of ? 10/- (Rupees Ten) each and no(s) 3,60,000 (Three Lacs Sixty Thousand) Non Convertible Cumulative Redeemable Preference Share of ^100/- (Rupees Hundred) each.

Also, the Issued, Subscribed and paid up share capital of the Company is ? 14,52,77,800/- (Rupees Fourteen Crores Fifty Two Lakhs Seventy Seven Thousand Eight Hundred only) divided into no(s) 1,29,27,780 (One Crore Twenty Nine Lakh Twenty Seven Thousand Seven Hundred and Eighty only) Equity shares of ? 10/- (Rupees Ten) each and no(s) 1,60,000 (One Lakh Sixty Thousand) Non- Convertible Cumulative Redeemable Preference Shares of? 100/- each fully paid.

APPROPRIATIONS:

a) Transfer to Reserves

During the Financial year ended on March 31,2019, no amount has been transferred to General Reserves of the company.

b) Dividend

Dividend @ 10% p.a. on No(s) 1,60,000 Non Convertible Cumulative Redeemable Preference Shares of ? 100 each fully paid up for the FY ended on March 31, 2019 is recommended. These shares are not listed on any stock exchanges.

The Board of Directors, after duly considering the requirement of funds for Working Capital and repayment of loan instalments, have not recommended dividend on equity shares for the year under review in view to further strengthen the financial position of your Company.

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, 2019.

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.

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 2019-20 has already been paid to the stock exchanges.

ISO CERTIFICATES

Your company is to be awarded the globally recognized prestigious ISO 9001: 2015, ISO 14001:2004 and BS OHSAS 18001:2007 Certification, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

CREDIT RATING

Credit Analysis and Research Ltd. (CARE Ratings) reaffirmed short term bank facilities:

Facilities Rating Rating Definition
Long term Bank Facilities CARE BBB; Stable (Triple B; Outlook: Stable) This rating is applicable to facilities having tenure of more than one year. Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk. ‘Stable outlook indicates expected stability (or retention) of the credit ratings in the medium term on account of stable credit risk profile of the entity in the medium term.
Short term Bank Facilities CARE A3 (A Three) This rating is applicable to facilities having tenure up to one year. Instruments with this rating are considered to have moderate degree of safety regarding timely payment of financial obligations

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 or tribunal which would impact the going concern status and the Companys 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.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the applicable provisions of the Act and the Articles of Association of the Company, Mr. Naveen Sawhney (DIN: 00893704), Managing Director of the company shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

On the recommendation of Board, the proposal regarding his re-appointment as Director is placed for your approval. Brief resume and other details of Mr. Naveen Sawhney, who is proposed to be re-appointed as a Director of your company, have been furnished in the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

The Company has received Form DIR- 8 from all Directors pursuant to Section 164(2) and Rule 14 (1) of Companies (Appointment and Qualification of Directors)

Rules, 2014

Key Managerial Personnel (KMP):

In term of Section 2(51) and Section 203 of the Companys Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following persons are the Key Managerial Personnel (KMP) of the Company:

• Mr. Naveen Sawhney (Managing Director),

• Mr. Sanjeev Kumar (Whole Time Director),

• Mr. Manoj Kumar Gupta (Chief Financial

• Ms. Garima Pant (Company Secretary)

Remuneration and other details of the said Key Managerial

Personnel for the financial year ended March 31, 2019 are mentioned in Form MGT -9 (Extract of Annual Return) which is attached as annexure to the Board Report.

There were no changes in other directors and Key Managerial Personnel during the year under review.

Declaration from Independent Director(s)

Your Company has received declarations from all the Independent Directors confirming that they meet criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 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.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made there under and Listing Regulations and are independent of the management.

The Independent directors also confirmed that they have complied with the Companys Code of Conduct.

BOARD AND ITS 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 (CSR) Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference/ 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.

NUMBER OF MEETINGS OF THE BOARD OF

. DIRECTORS

During the year under review, 4 (Four) meetings of the Board of Directors were held. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this Annual Report. The maximum interval between two meetings did not exceed 120 days as prescribed under Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard SS-1.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors make the following statement 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) that in the preparation of the annual accounts for the Financial Year ended March 31, 2019, the applicable accounting standards have 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 as at March 31, 2019 and of the profit of the company for the financial year ended on March 31, 2019;

c) that the Directors have taken proper and 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) that the annual accounts for the financial year ended on March 31, 2019 have been prepared on a going concern basis;

e) that 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) that 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.

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 Companys internal financial controls were adequate and effective during the financial year 2018-19

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the resumes of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

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 Companys Policy on Directors Appointment and Remuneration can be viewed at the following link: http:// cordscable.com/cordscable/Nomination_Remuneration_ Policy.pdf and The Remuneration details of the Directors, Chief Financial Officer and Company Secretary, along with details of ratio of remuneration of each Director to the median remuneration of employees of the Company for the FY under review are provided as ANNEXURE - 1.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors attend a Familiarization / Orientation Programme on being inducted into the Board. The details of Familiarization Programme are provided in the Corporate Governance Report and are also available on the Companys website at http://cordscable.com/ cordscable/Familiarisation_Programme.pdf.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance

The Boards functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Degree of fulfilment of key responsibilities, Establishment and delineation of responsibilities to various Committees, Effectiveness of Board Processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management during Board/ Committee Meetings.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Board of Directors expressed their satisfaction with the evaluation process.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the company met on February 12, 2019 without the presence of the Executive Directors or management personnel, inter-alia, to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of Chairman of the Company, taking into views of Executive and Non Executive Directors;

Evaluation of the quality, quantity and timelines of flow of information between the Board that is necessary for the Board to effectively and reasonably perform its duties.

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the FY 2018-19, all contracts / arrangements / transactions entered into by your Company with related parties under Section 188 of Companies Act, 2013 were in the ordinary course of the business and on arms 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. Thus, there are no transactions required to be reported in Form AOC -2. Also, during the FY 2018-19, 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.

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 29 (D) of the Financial Statement.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: http://www.cordscable.com/cordscable/ corporate.php. None of the Directors has any pecuniary relationship or transaction(s) vis-a-vis the company except remuneration and sitting fees.

CORPORATE GOVERNANCE

Your company has put in place an effective Corporate Governance system which ensures that provisions of the Act and Listing Regulations are duly complied with, not only in form but also in substance. A detailed Report on Corporate Governance together with the Auditors Certificate on its compliance forms part of the Annual Report as ANNEXURE - 2.

Certificate from 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. Also 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://cordscable.com/cordscable/media/policies/ Code-of-Conduct-for-Directors-Management -Team.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is provided in a separate section and forms an integral part of this Report and gives details of the overall industry structure, performance and state of affairs of your companys business, risk management systems and other material developments during the FY under review.

EXTRACT OF THE 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 the Companies (Management and Administration) Rules, 2014, is annexed as ANNEXURE – 3 which forms an integral part of this Report and is also available with annual return of the Company on the web address viz. http://www.cordscable.com/cordscable/ cordscablesindustries.php.

DEPOSITS FROM PUBLIC

Your Company has neither accepted nor renewed any deposits during the FY 2018-19 in terms of Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 of COMPANIES ACT, 2013.

During the financial year ended on March 31, 2019, Company has not given any loan, investments and guarantees made/given by the Company pursuant to provisions of Section 186 of Companies Act, 2013.

RISK MANAGEMENT POLICY

Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed by the Board and the Audit Committee.

In the opinion of 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.

WHISTLEBLOWER POLICY / VIGIL MECHANISM

Your Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour and is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct.

Accordingly, the Board of Directors has formulated a mechanism called "Whistle Blower Policy" for employees to report to the management instances of unethical behaviour, actual or suspected fraud/corruption or violation of the Companys code of conduct or ethics policy.

The procedure "Vigil Mechanism / Whistle Blower Policy" ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for genuinely raised concern.

The Company has in place a Vigil Mechanism i.e. whistle blower policy to deal with unethical behaviour, victimization, fraud and other grievances or concerns, if any. The aforementioned Whistle blower policy can be accessed on the Companys website: http://www. cordscable.com/cordscable/corporate.php

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 and adopted Corporate Social Responsibility Policy which is implemented by the Company.

The Companys CSR policy is in conformity with the provisions of the Companies Act, 2013 which can be accessed at http://cordscable.com/cordscable/CSR_ Policy.pdf

The Annual Report on CSR activities is provided as ANNEXURE - 4 and forms an integral part of this Annual Report.

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 Promoters 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. This Code is displayed on the Companys website viz. http://cordscable.com.

All Board Directors and the designated persons have confirmed compliance with the Code.

DISCLOSURE FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

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.

AUDIT COMMITTEE

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. Board of your Company has accepted all recommendations of the Audit Committee.

AUDITORS AND AUDITORS EPORT

Statutory Auditors

The Members at their 25th Annual General Meeting (AGM) held on September 30, 2016, had appointed M/s Alok Misra & Co., Chartered Accountants, (FRN 018734N) as the Statutory Auditor of the company to hold the office for a term of five years i.e., from the conclusion of 25th Annual General Meeting until the conclusion of 30th Annual General Meeting at the remuneration of 6 Lacs p.a. plus Taxes as applicable, subject to ratification of their appointment by the shareholders, every year. The Ministry of Corporate Affairs vide its Notification dated

7th May 2018, has dispensed with the requirement of ratification of Auditors appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditors appointment is not included in the Notice of the ensuing 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.

Statutory Auditors Report

The Auditors Report to the members on the Financial Statement of the company for the financial year ended on March 31, 2019 does not contain any qualifications, reservations or adverse remarks. The observations of statutory Auditors in their report read with relevant Notes to Accounts are self explanatory and and therefore do not require further comments.

REPORTING OF FRAUDS

There have been no 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.

COST AUDITORS

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s S. Chander & Associates, Cost Accountants (Firm Regn. No. 100105), as Cost Auditor of the Company for conducting the Cost Audit for the financial year 2019-20, at a remuneration of 1.07 Lacs p.a. plus taxes as applicable and out of pocket expenses incurred in connection with the aforesaid audit. Since the remuneration payable to the Cost Auditor is required to be ratified by the shareholders, the Board recommends the same for approval by members at ensuing AGM.

A Certificate from M/s S. Chander & Associates, Cost Accountants (Firm Regn. No. 100105), has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

Your company is required to maintain Cost Records as specified by the Central Government in accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, and accordingly such accounts and records are made and maintained. The Cost Auditors has submitted their report to the board.

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 March 31, 2019 at a remuneration of 1.50 Lacs p.a. plus taxes as applicable and out of pocket expenses incurred in connection with the aforesaid audit.

Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, and Rules made there under, a Secretarial Audit Report for the FY 2018-19 in Form MR 3 given by M/s. Gupta Gulshan & Associates, Company Secretary in practice is attached as ANNEXURE - 5 with this report. Regarding observations of the secretarial auditors the board submits following comments:

Regarding CSR contribution, it is submitted that in order, to meet the requirement of funds for Working Capital and repayment of loan installments, the company has deposited 2 lacs in Prime Minister National Relief Fund as CSR expenditure. However, efforts shall be made to contribute towards CSR activities during F.Y. 2019-20 as well.

Annual Secretarial Compliance Report

SEBI vide its circular no CIR/CFD/CMD1/27/2019 dated February 08, 2019 directs all listed entities and their material subsidiaries to submit annual secretarial compliance report within 60 days from the end of the financial year. Compliance Report for the F. Y. March 31, 2019 prepared by M/s. Gupta Gulshan & Associates, Company Secretary in practice is attached as ANNEXURE – 5A with this report.

HUMAN RESOURCES

The Company takes pride in the commitment, competence and dedication different aspects of Human Resource Management such as recruitment, promotion, compensation, training, selections etc. The Company ensures equal, just fair and unbiased approach in hiring, promoting and developing an employee.

Your Directors would also like to place on records their appreciation of the commitment and efficient services rendered by all employees of the company, without whose whole hearted efforts, the overall satisfactory performance of the company would not have been possible.

PARTICULARS OF EMPLOYEES

Details containing the name and other particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, of the employees are set out in ANNEXURE – 1 to the Boards Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of Board of Directors and General Meetings respectively.

ELECTRONIC FILLING

You are company is uploding all compliance, filling like Shareholding Pattern, Corporate Governance Report, Media Releases, among others through NEAPS in NSE & through BSE Corporate compliance and listing centre in BSE. Apart from the above, 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.

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION

A certificate given by the Managing Director and Chief Financial Officer of your company to the Board as contemplated under Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements), 2015, is provided in a separate section as ANNEXURE - 6 and forms part of this Report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, 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 - 7 and form an integral part of this Annual Report.

FOREIGN EXCHANGE EARNING AND OUTGO

(a) Activities relating to export, initiatives taken to increase exports, development of new export markets for products and export plans During the year under review, the Companys products were exported mainly to Middle-East countries. Company participated in Exhibitions, Technical Seminars & Conferences in foreign countries for promotion of its products. Efforts 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.
(b) Total Foreign Exchange used &
earned:
Earnings 507.52 Lacs
Outgo 542.20 Lacs

STATUTORY DISCLOSURES

Your Directors state that there being no transactions with respect to following items during FY under review, no disclosure or reporting is required in respect of the same:

1. Deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

3. Issue of shares (including sweat equity shares) to employees of your Company under any scheme, save and except ESOS referred to in this Report.

4. 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.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

6. Buy back of shares.

AWARDS AND RECONGNITIONS

During the FY under review, your company received following awards/recognitions which are listed below:

• Approved as a vendor with Raipur Development Authority (RDA), Chhattisgarh for supplying 1.1 KV grade of the following cables:

a. Instrumentation cables

b. Control cables

c. Power cables

This approval is valid for a period of Three years and it shall enable Cords Cable Industries Ltd. to offer its approved list of cables towards the ongoing and upcoming projects of RDA.

• Received revalidation of its enlistment as an approved vendor for Engineers India Limited (EIL).

• Registered and prequalified with an Arabian Gulf based Oil major. This approval is expected toboost the Exports of your company and further enhance companys revenue contribution from the Hydrocarbon sector from throughout the GCC (Gulf Cooperation Council) member states.

• Awarded a prestigious contract for supply of Signal Cables including Fire Resistant - Gas Detector Signal Cables, Alarm Cables and Control Cables to be used in Polymer Addition Project towards Hydrocarbon sector in the state of Punjab (India), worth 47.20 crore

• Awarded prestigious orders for supply of Control, Power and Earthing Cables to be used in a Thermal Power Project in the state of Uttar Pradesh. The total estimated, value of the said orders is 16.63 crore.

• Approved as a pre-qualified supplier with Samsung Engineering Co. Ltd. for their International orders. Cords Cable Industries Ltd. now enable to participate in future bids for supplying qualified products to Samsung Engineering Co. Ltds range of engineering services portfolio which includes upstream and downstream hydrocarbon facilities, power plants, water and waste treatment plants, and industrial production facilities.

• Approved as a pre qualified supplier with Airports Authority of India (AAI). This prestigious approval shall now enable Cords Cable industries Ltd. to offer its approved list of cables towards creating, upgrading, maintaining and managing aviation infrastructure in the country for the projects where AAI is entrusted with Airport Modernisation and Development.

• Awarded 3 bulk contracts towards designing, engineering & ‘supplying of Fire Resistant Signal Cables, Conventional Type instrumentation Cables and Power Cables to be used in the Hydrocarbon sector in the states of Haryana, Assam and Gujarat.

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 2018-19 and Notice of the 28thAnnual General Meeting are sent to all members whose email addresses are registered with the company/Depository participants. For members who have not registered their email addresses, physical copies of Annual Reports 2018-19 and Notice of the 28thAnnual 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

Your Board of Directors would like to place on record their sincere appreciation for the support and contributions made by all the Employees, Customers, Suppliers, Bankers, Investors, Business Associates and all other Stakeholders. Our consistent growth was made possible due to their hard work, solidarity, co-operation and support.

The Directors also thank the Government of India, various State Governments and concerned Government Departments/Agencies for their co-operation, support and look forward to their continued support in the future. Your Directors acknowledge with gratitude, the encouragement and support extended by all our valued shareholders.

On Behalf of the Board of Directors

Naveen Sawhney Sanjeev Kumar
Managing Director Whole Time Director
New Delhi DIN : 00893704 DIN : 07178759
August 13, 2019