Torrent Cables Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the 24^th Annual Report of the Company together with the Audited Accounts for the year ended on 31^st March, 2015.

Financial Results

The summary of financial results for the year under review is as under:*

		[Rupees in crores]
	Current Year ended	Previous Year ended
Particulars	31-03-2015	31-03-2014
Sales and Operating Income	274.87	220.92
Profit before Depreciation, Interest and Tax	11.16	13.12
Less: Depreciation	7.95	7.43
Interest	0.40	0.29
Profit before Tax	2.80	5.40
Less: Tax Expenses (Net)	0.40	1.16
Deferred Tax	(0.96)	0.08
Net Profit for the year	3.37	4.32
Add: Balance brought forward from previous year	56.12	53.55
Less: Transfer to Depreciation Reserve	0.15	-
Distributable Profit	59.34	57.87
Appropriation :
- Transferred to General Reserve	-	0.22
- Proposed Dividend	0.86	1.29
- Dividend Distribution Tax on Proposed Dividend	0.18	0.24
Balance carried to the Balance Sheet	58.30	56.12

*Pending requisite approvals including from Hon’ble High Court of Gujarat / NCLT, as may be applicable, fulfillment of conditions precedent as mentioned in Composite Scheme of Amalgamation and further actions, the effect of the scheme has not been considered in said financial results.

Dividend

Your Directors have pleasure in recommending dividend @10% i.e., Re. 1 (one) per equity share amounting to Rs. 0.86 crore (rounded off) and dividend distribution tax amounting to Rs 0.18 crore (rounded off). The proposed dividend would be tax free in the hands of shareholders

Reserves

The company has not transferred any amount to general reserves for FY 2014-15.

Year in Retrospect

The year under review remained a challenge in the first two quarters due to demand stagnation and order/delivery deferments by customers. Situation started turning around from Q-3 registering 75% of H-1 sales in Q-3 itself and 89% in Q-4 ending the year with 26% increase in net sales over previous year. Your company was able to report a total revenue of Rs.274.87 crore (Rs. 220.92 crore in previous year ) which is 24.4% .higher than the previous year. The Company could register EBITDA of Rs.11.16.crore (Rs. 13.12 crore in previous year) which is 14.9.% lower than previous year as margins remained under pressure especially during Q-3 with aluminum prices touching all-time high and inflation based overhead increase.

Expectation of an economic and industrial turn around in the year under review with the new Government at the center was premature. Demand for power cables failed to revive. Overhang of industry capacity outstripping demand refuses to abate leaving margins under continued pressure. The performance of the company was affected by the lower demand in cable industry due mainly to continuing misfortunes of power sector with yet-to-revive generation projects and cash-strapped utilities. However, situation improved for the Company in the 2nd half, especially in Q-4 on having bagged the large orders.

The Board of Directors is happy to report that your company clocked all-time high order booking during the year and closed the FY 2014-15 with an all-time high year-end order book position.

Current Slowdown and Competitive Pressure

Delayed revival of cable demand and resultant continuing intense competition in the power cable sector kept the margins under pressure.. However, your Company has been able to improve capacity utilization in the recent past albeit at marginally lower margins, mainly because of its technical and cost competitiveness (cost competitiveness arising from control on scrap generation and reduction in overheads) as well as strong relationship with customers.

Positive Long Term Outlook

Indias economy is in the midst of a recovery phase with lower fiscal and current account deficit, lower inflation and weak commodity prices. Our countrys growth seems poised to return to a high-growth path. The long term outlook for the power cable industry is expected to be favorable, driven by the Governments renewed focus on power sector reforms.

Finance

We are pleased to report that your Company is a debt free company except for fund based (cash credit facilities) and non-fund based credit limits (letter of credit/bank guarantee) of Rs.100 crores sanctioned by Companys Bankers against the hypothecation of stock and book debts. There are no term loans from banks/financial institutions outstanding as at the end of the financial year. The immovable assets of the company are free of any encumbrances.

Credit Rating

The Companys fund-based line of credit has been reaffirmed at "A+" for long term by ICRA meaning "adequate degree of safety regarding timely discharge of obligations". Non fund based short term facilities have been reaffirmed rating at "A1+" meaning "a very strong degree of safety regarding timely discharge of obligations". ICRA has kept these ratings on "rating watch with developing implications" in view of proposed merger with Torrent Power Limited which has not been evaluated by ICRA.

Status on Composite Scheme of Amalgamation

The draft Scheme, with 1st April, 2014 as the Appointed Date, under the provisions of Sections 391-394 of the Companies Act, 1956 was approved by the Board of Directors of all three companies at their respective meetings held on 12th May, 2014. The Scheme is conditional upon, inter alia, various regulatory and other necessary approvals and sanctions from the lenders on re-organisation of consolidated long term financing arrangements and fulfillment of all pre-disbursement conditions for such arrangements.

In this regard, the Company has received, in terms of Clause 24(g) of Listing Agreement, Observation Letter dated 27th August, 2014 from BSE Limited, the Designated Stock Exchange , conveying their "No objection" to the Draft Scheme. Honble CERC, vide its order dated 7th January, 2015, has granted its approval to TEL under Section 17(1)(b) of the Electricity Act, 2003 Act for the amalgamation with the Company subject to the restriction on Electricity Trading with third party; maintaining separate accounts for Transmission business; valuing at book value the assets and liabilities of TEL after merger and reporting of relevant information upon approval of merger by the High Court for assignment of License to TPL.

Honble GERC, vide its order dated 1st April 2015, has approved amalgamation of TEL with the TPL under section 17(1)(b) of Electricity Act, 2003 subject to the High Courts approval.

Pursuant to the Honble Gujarat High Courts order dated 24th February, 2015, separate meetings as under were held for considering and approving the draft Scheme:

- Equity Shareholders of the Company & TPL on 30th April, 2015

- Unsecured creditors of Company and TEL on 30th April, 2015

- Secured creditors of the Company and TEL on 1st May, 2015.

The results of the aforesaid meetings shall be declared by the Chairman within the prescribed time limit of 40 days of the meeting.

Simultaneously, the Company has also obtained approval of Public Shareholders by way of Postal Ballot and E-voting as required under SEBI circulars. The results of the same have been posted on the Companys website.

Wage settlement Agreement with workers

Wage settlement agreement with the workers union for 3-year period from 1st January, 2015 to 31st December, 2017 was executed on 18th April, 2015.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness was observed.

Risk Management systems

The company has proper risk management systems in place.

Deposits

The company has not taken any deposits during the year. The company also does not have any deposits due or unpaid during the year.

Extract of Annual Return

As required by Companies Act, 2013, the extract of Annual Return in Form MGT-9 is annexed herewith marked as Annexure 1.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy since 2011. The same was amended during the year pursuant to the requirements of the Companies Act, 2013 and the Listing Agreement. The revised Policy empowers all the Stakeholders to raise concerns by making Protected Disclosures as defined in the Policy. The Policy also provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on a quarterly basis. The details of the Whistle Blower Policy are explained in the Report on Corporate Governance and the Policy is available on the website of the Company at http:/ /www.torrentcables.com/images/TCL_Whistleblower_policy%20.pdf.

Corporate Social Responsibility

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed herewith marked as Annexure 2.

Environment, Health and Safety

The Company accords the highest priority to Environment, Health and Safety. We are happy to report that your company is at an advanced stage of certification for Environment, Health and Safety under ISO: 14001-2004 and OHSAS: 18001-2007 standards. The Company has voluntarily implemented "Conviction for Safety" policy, in line with its philosophy of highest importance to safety in its various operations. This is an effort to create more awareness about safety at the work place and compliance of safety norms, and also to substantially compensate the personnel and their families, who may be adversely affected by accidents. The said Policy is aimed at creating stake in safety for every employee.

Directors & KMP

A) Changes in Directors and Key Managerial Personnel

Shri Jayesh Desai, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment. Smt. Renu Challu has been appointed as Additional Director on the Board of Directors of the Company at its meeting held on 7thFebruary, 2015. It is proposed to appoint her as non-executive Director of the company at the ensuing AGM.

A brief resume and other relevant details in respect of all the above directors, being proposed for re-appointment and appointment are given in the Explanatory Statement to the Notice convening the Annual General Meeting as well as under corporate governance report of the Board. The Board of Directors recommends the re-appointment and appointment as aforesaid.

Shri Ashish Karanji, Company Secretary of the company left the organization on 31st July, 2014 and Shri Abhinav Mathur was appointed as Company Secretary of the company on 11th August, 2014. Shri. Amit Agrawal, CFO of the company left the organization on 23rd March, 2015.

B) Declaration by Independent Directors

The company has received declarations from all Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

C) Familiarization Procedure for Independent Directors

Details regarding familiarization procedure for Independent Directors of the company can be accessed at the link http:// www.torrentcables.com/images/familiarization_program.pdf

D) Formal Annual Evaluation

Manner of Performance Evaluation of Directors:

On recommendation by the Nomination and Remuneration Committee, the Board considered and approved the criteria for performance evaluation of itself, that of its committees and individual directors as follows:

• Criteria for Board Evaluation

• Focus on strategic and policy issues

• Effectiveness of Board process and information sharing

• Board composition

• Nature of discussions

• Quality of decisions

• Criteria for Committee Evaluation

• Fulfilment of key responsibilities

• Effectiveness of meetings and quality / relevance of information available

• Committee dynamics

• Criteria for Evaluation of Independent Directors

• Participation in terms of adequacy (time & content)

• Guidance / support to management outside Board / Committee meetings

• Criteria for Evaluation of Non-Independent Directors

• Participation in terms of adequacy

• Transparency

• Criteria for evaluation of Chairperson

• Style of functioning

• Ability to participate as a board member

• Ability to promote effective participation

• Criteria for Flow of Information

• Unrestricted flow of information

• Adequacy and timeliness of information

E) Criteria for determining qualifications, positive attributes and Independence of Director & Remuneration Policy

Nomination and Remuneration Committee of the company has laid down criteria for determining qualifications, positive attributes and independence of directors and also has prepared a remuneration policy as required by Companies Act 2013. The policy is annexed marked as Annexure 3.The said criteria are enumerated as below:

(i) Proposed Director ("Person") shall meet all statutory requirements and should:

• possess the highest ethics, integrity and values

• not have direct/indirect conflict with present or potential business/operations of the Company

• have the balance and maturity of judgment

• be willing to devote sufficient time and energy

• have demonstrated high level of leadership and vision, and the ability to articulate a clear direction for an organization.

• have relevant experience (In exceptional circumstances, specialisation / expertise in unrelated areas may also be considered)

• have appropriate comprehension to understand or be able to acquire that understanding

• ?relating to Corporate Functioning

• ?involved in scale, complexity of business and specific market and environment factors affecting the functioning of the company

(ii) The appointment shall be in compliance with the Board Diversity Policy of the Company.

Process for Identification / Appointment of Directors

(i) Board members may (formally or informally) suggest any potential person to the Chairman of the Company meeting the above criteria. If the Chairman deems fit, necessary recommendation shall be made by him to the Nomination & Remuneration Committee (NRC) of the Company.

(ii) Chairman of the Company can himself also refer any potential person meeting the above criteria to the NRC.

(iii) NRC will process the matter and recommend such proposal to the Board.

(iv) Board will consider such proposal on merit and decide suitably.

Managerial Remuneration

A) Disclosures pertaining to the ratio of the remuneration of each director to the median employees remuneration required under section 197 (12) of the Companies Act, 2013 and other details required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 4

B) There are no employees whose remuneration exceeds the limit set out in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Management Discussion & Analysis Report and Corporate Governance

As required by Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report and Report on Corporate Governance form part of this Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report.

Particulars of loans, guarantees or investments under section 186

The Company has not given any loan or provided any guarantee or made any investment covered under section 186 of Companies Act, 2013.

Particulars of contracts or arrangements with related parties:

The particulars of contract or arrangements entered into by the Company with related parties as required by section 134(3)(h) of the Companies Act, 2013 are provided in Form No. AOC -2 annexed herewith marked as Annexure 5.

The company has also formulated Related Party Transaction Policy which can be accessed at the link: http://www.torrentcables.com/ images/Related-Party-Transaction-Policy-TCL.pdf

Secretarial Audit Report

The Secretarial Audit Report as required by section 204 of the Companies Act, 2013 given by Shri Tapan Shah, a Company Secretary in Practice, is annexed herewith marked as Annexure 6.

Auditors

• Statutory Auditors

M/s. C C Chokshi & Co., Ahmedabad (Firm Registration No. 101876W), Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re appointment. The Company has received a confirmation from them about their eligibility for appointment as Statutory Auditors, as required under section 141 of the Companies Act, 2013. The observations made in the Auditors Report on the audited accounts of the company for the year ended 31st March, 2015, are self-explanatory and therefore, do not require further explanation. Your Directors recommend members approval for the re-appointment of statutory auditors as proposed in the said notice.

• Cost Auditors

The Board of Directors of the Company, at their meeting held on 21st May, 2015 appointed M/s. Kirit Mehta & Co., Cost Accountants, Mumbai as Cost Auditors of the Company to audit cost accounts/records of the Company for the financial year 2015-16 and also approved their remuneration.

However, as per the provisions of Section 148(3) of the Companies Act, 2013 the remuneration payable to cost auditors is required to be approved by the shareholders of the company. Accordingly, Your Directors recommend members approval in respect of the cost auditors remuneration as detailed in the notice convening the annual general meeting.

Insurance

All the assets of the company are adequately insured by the Company.

Conservation of Energy, Research & Development and Foreign Exchange Earning & Outgo

A statement containing necessary information regarding Conservation of Energy, Research & Development and Foreign Exchange Earning & Outgo required under the Rule 8 of Companies (Accounts) Rules, 2014 is annexed to this report as marked as Annexure 7.

Registrars & Share Transfer Agents (RTA)

The company has appointed Sharepro Services (India) Pvt. Ltd. as new RTA of the Company The address of RTA is: Sharepro Services (India) Pvt. Ltd.

416-420, 4th Floor, Devnandan Mall, Opposite Sanyas Ashram, Ashram Road, Ellisbridge, Ahmedabad, Gujarat Phone:079 2658 2381 Email: sharepro.ahmedabad@shareproservices.com

Human Resources

Our underlying belief is that Human Resource Development today is about nurturing human resources and leveraging human capital towards the achievement of business goals. The Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce.

During the year, our focus was on strengthening the conducive work culture for our employees. To re-inforce our core values and the belief in the concept of "Family First", various policies for employees empowerment were re-defined so as to enrich their professional, personal & social life. As part of our gender diversity initiatives, we continue to encourage employment of women as well as create a positive and safe working environment for them.

Enhancing awareness and reinforcement of the "Whistle Blower Policy" were focus areas to reiterate to employees, that the organization encourages reporting of unethical / wrong practices and is committed to creating a constructive and open work environment. During the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

On the industrial front, the Company continued to foster cordial industrial relations with its workforce during the year.

The Company has a diverse workforce of 359 employees as on 31st March, 2015 vis--vis 343 employees as on 31st March, 2014.

Directors Responsibility Statement

In terms of Section 134 of Companies Act, 2013, in relation to the financial statements for the year 2014-15, the Board of Directors states that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ending 31st March, 2015 and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(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.

Appreciation and Acknowledgements

The Board of Directors is pleased to place on record their appreciation for the continued guidance and support received from the Government of India, the State Governments. The Board is thankful to the Shareholders, Auditors, Consultants, Vendors, Service Providers, Insurers and all its employees for their unstinted support and contribution. The Board also recognizes the contribution of the esteemed customers to the growth of the Company and takes this opportunity to pledge the Companys commitment to serve them.

	For and on behalf of the Board,
	For Torrent Cables Limited
	ROHIT C MEHTA
Dated : 21st May, 2015	DIN:00050173
Place : Ahmedabad	Chairman

Annexure 1

Form No. MGT-9 EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN:	L24230GJ1991PLC015279
ii) Registration Date	22-03-1991
iii) Name of the Company	Torrent Cables Limited
iv) Category/ Sub-Category of the Company
v) Address of the Registered Office and contact details	Torrent House, Off Ashram Road, Ahmedabad - 380009
	Phone : 079-26582573, 30001067/68/69
vi) Whether Listed Company-Yes/No	Yes
vii) Name, Address and Contact details of Registrar and	M/s. Sharepro Services (India) Pvt. Ltd.
Transfer Agents, if any	416-420, 4th floor, Devnandan Mall
	Opp. Sanyas Ashram, Ellisbridge, Ahmedabad - 380 006
	Phone : 079-26582381- 84, Fax: 079-26582385

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:

Sr.No.	Name and Description of main products/ services	NIC Code of the Product/ service	% total turnover of the company
1	Power Cables	2732	100%

III. PARTICULARS OF HOLDING,SUBSIDIARY AND ASSOCIATE COMPANIES

NAME AND ADDRESS OF THE COMPANY	CIN/GLN	HOLDING/SUBSIDIARY/ASSOCIATE	%of shares held	Applicable Section
Torrent Private Limited	U67120GJ1985PTC007573	Holding	61.01	Section 2(46) of Companies Act 2013
Torrent House,
Off Ashram Road,
Ahmedabad - 380009

V. INDEBTENDESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(In Rs.)

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	5,42,57,944	Nil	Nil	5,42,57,944
ii) Interest due but not paid	--
iii) Interest accrued but not due	--
Total (i+ii+iii)	5,42,57,944	--	--	5,42,57,944
Change in Indebtedness during the financial year
- Addition	--	Nil	Nil	--
- Reduction	5,21,40,748			--
Net Change	5,21,40,748	Nil	Nil
Indebtedness at the end of the financial year
i) Principal Amount	21,17,196			21,17,196
ii) Interest due but not paid	--	Nil	Nil	--
iii) Interest accured but not due	--			--
Total (i+ii+iii)	21,17,196	Nil	Nil	21,17,196

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time- Directors and/or Manager:

						(In Rs.)
Sr. No.	Particulars of Remuneration	Name of MD/WTD/Manager				Total Amount
		Mr. Raghu Parakh (Director in Charge & CEO)*	--	--	--
1.	Gross Salary	43,66,490	--	--	--	43,66,490*
	(a) Salary as per provisions contained insection17(1) of the Income-tax Act, 1961
	(b)Value of perquisites/s under section17(2) of Income-tax Act, 1961	37,000				37,000
	(c) Profits in lieu of salary under section17(3) Income-tax Act, 1961	Nil				Nil
2.	Stock Option	Nil	--	--	--	Nil
3.	Sweat Equity	Nil	--	--	--	Nil
4.	Commission	Nil	--	--	--	Nil
	- as % of profit
	- Others, specify
5.	Others, please specify	Nil	--	--	--	Nil
	Total (A)	44,03,490	--	--	--	44,03,490
	Ceiling as per the Act	60,00,000	--	--	--	60,00,000

*Employed on remuneration for a part of the year

B. Remuneration to the directors:

Sr. No.	Particulars of Remuneration	Name of Directors				Total Amount
		Vipin S Parikh	Prafull Anubhai	Rohit C Mehta	Vasant A Shah
	3. Independent Directors
	- Fee for attending board committee meetings	99,000	78,000	1,04,000	33,000	3,14,000
	- Commission
	- Others, please specify
	Total (1)	99,000	78,000	1,04,000	33,000	3,14,000
	4. Other Non-Executive Directors
	- Fee for attending board and its committee meetings	0	0	0	0	0
	- Commission
	- Others, please specify
	Total (2)	0	0	0	0	0
	Total (B)=(1+2)	99,000	78,000	1,04,000	33,000	3,14,000
	Total Managerial Remuneration	99,000	78,000	1,04,000	33,000	3,14,000
	Overall Ceiling as per the Act	4,00,000	4,00,000	4,00,000	4,00,000

C. Remuneration to Key Managerial Personnel Other than MD/Manager/WTD:

					(In Rs.)
Sr. No.	Particulars of Remuneration	Key Managerial Personnel
		CEO*	Company* Secretary	CFO*	Total Amount
1.	Gross Salary	43,66,490*	3,88,780*	18,68,453*	66,23,723*
	(a) Salary as per provisions contained insection17(1) of the Income-tax Act, 1961
	(b) Value of perquisites/s under section17(2) of Income-tax Act, 1961	37,000	Nil	Nil	37,000
	(c) Profits in lieu of salary under section17(3) Income-tax Act, 1961	Nil	Nil	Nil	Nil
2.	Stock Option	Nil	Nil	Nil	Nil
3.	Sweat Equity	Nil	Nil	Nil	Nil
4.	Commission	Nil	Nil	Nil	Nil
	- as % of profit
	- Others, specify
5.	Others, please specify	Nil	Nil	Nil	Nil
	Total	44,03,490	3,88,780	18,68,453	66,60,723

*Employed on remuneration for a part of the year

VII.PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty Punishment/ Compounding fee imposed	Authority [RD/NCLT/ COURT]	Appeal made, if any (give details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

Annexure 2

Corporate Social Responsibility (CSR)

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. CSR policy of the company and outline of the programs can be accessed at companys website at the link: http:// www.torrentcables.com/images/CSR_Policy.pdf

2. Composition of the CSR Committee:

Sr. No.	Name of Director	Designation
1.	Mr. V. A. Shah	Chairman
2.	Mr. Raghu Parakh	Member
3.	Mr. Jayesh Desai	Member

3. Average net profit of the company for last three financial years: Rs. 18,41,04,157

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs. 36,82,029

5. Details of CSR spent during the financial year.

(a) Total amount to be spent for the financial year: Rs. 36,82,029 (b) Amount unspent, if any: No

• Annual Increment leading to an increase in Fixed Pay consists of

I. Economic Rise: based on All India Consumer Price Index published by the Government of India or Internal survey wherein inflation on commonly used items is calculated.

II. Performance Rise: based on industry and overall business scenario and factoring the following aspects:

• Companys performance vis--vis the industry.

• Unit performance (Grades ranging from A+ to C-. Higher the grades, higher the rating) is carried out based on various financial and non- financial parameters and grades assigned are used for working out the overall ceiling for remuneration and performance based pay at Unit level.

• Individual Performance/track record including care for health/ balance between quality of work and family life.

III. Promotion Rise

• Also Performance Based Pay i.e. Variable Pay (to GM and above employees) is based on annual appraisal process.

The increments as decided for a particular financial year are paid during the subsequent financial year. For e.g. the performance appraisal of an employee for the year FY 2013-14 is conducted in FY 2014-15 and his salary rise in FY 2014-15 reflects his performance for FY 2013-14.

Remuneration of Independent Directors:

• The Company has formulated a policy for the remuneration of Independent Directors as follows:

I. Sitting Fees of Rs. 25,000.00 for each meeting of the Board or any Committee thereof, attended by them;

II. Sitting Fees of Rs. 10,000.00 for attending Committee meetings of Audit Committee and Sitting Fee of Rs. 5,000.00 for attending meetings of Nomination & Remuneration Committee and Corporate Social Responsibility Committee.

III. Independent Directors will be reimbursed for all the expenses incurred for attending any meeting of the Board or Committees thereof, and which may arise from performance of any special assignments given by the Board

Annexure 4

DISCLOSURES AS PER RULE 5 OF COMPANIES(APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL), 2014

(i) The Ratio of the remuneration of each director to the median remuneration of the employees of the company for FY 2014-15	Director Name	Ratio to mean remuneration
	Mr. Raghu Parakh*	-
	Mr. Rohit Mehta	0.41:1
	Mr. V.A.Shah	0.13:1
	Mr. Vipin Parikh	0.39:1
	Mr. Prafull Anubhai	0.31:1
	Mr. Jayesh Desai*	N.A.
	Mrs. Renu Challu*	N.A.
(ii) the percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager, if any, in the financial year;	Director Name	% increase in remuneration
	Mr. Raghu Parakh*	--
	Mr. Rohit C Mehta	150%***
	Mr.V.A.Shah	150%***
	Mr. Vipin Parikh	150%***
	Mr. Prafull Anubhai	150%***
	Mr. Jayesh Desai	--
	Mrs. Renu Challu	--
	Mr. Abhinav Mathur,	--
	Company Secretary**
	Mr. Amit Agrawal, CFO**	--
(iii) the percentage increase in the median remuneration of employees in the financial year 2014-15	14%
(iv) the number of permanent employees on the rolls of company;	359 (as on 31/03/2015)
(v) the explanation on the relationship between average increase in remuneration and company performance	The standalone Profit before Tax of the Company reduced by 48.04% for FY 14-15. For the same period, the average increase in the remuneration was 14.5%. However, it may please be noted that the increase in remuneration is related to the performance of the Company with one year lag i.e. based on the performance in the previous year. Also, any increase has to be calibrated based on economic factor (for the year under review at around 10%) mainly on account of inflation, per- formance rise (for the year under review at a maintenance level ~4-5%), availability of the required talent, the status of the relevant industry etc.
(vi) comparison of the remuneration of the KMP against the performance of the company?	Not applicable as all the KMP’s were employed for the part of the year.
(vii) Variations in	31/03/2015	31/03/2014
Market Capitalization of the company	123.47 crores ****	61.26 crores
P.E.Ratio	36.63	14.25
% increase/decrease of market quotations	101.54%****	--
% increase/decrease of market quotations since last public issue in 1993 @ Rs. 20	618%
(viii) average percentile increase already made in the salaries of employees other than the managerial personnel comparison of increase of average salary of employees with the percentile increase in the managerial remuneration	14.5%
	Not applicable as there was no increase in managerial remuneration
(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;	Not applicable as all the KMP were employed with remuneration for the part of the year
(x) the key parameters for any variable component of remuneration availed by the directors;	Not Applicable
(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;	Not Applicable
(xii)It is affirmed that Remuneration is as per remuneration of the policy.

*Mr. Jayesh Desai did not receive any sitting fee for any of the meetings. Mrs. Renu Challu was appointed by the Board at its meeting on 7th February, 2015 but was not present in the meeting. Mr. Raghu Parakh was employed for remuneration for the part of the year.

**Mr. Amit Agrawal and Mr. Abhinav Mathur were employed with the Company for the part of the year.

***Includes increase in sitting fee from Rs.10,000 to Rs. 25,000. Does not include the sitting fee of Rs. 5,000 for the committee members attending CSR and NRC meeting as they where held whenever needed.

****Closing price as on 31/03/2014 and 31/03/2015 at BSE is considered for calculation.

Annexure 5

AOC-2

Details of contracts or arrangements with Related Parties(Pursuant to section 134(3)(h) of Companies Act 2013 and Rule 8(2) of Companies (Accounts) Rules, 2014.

1. All the transactions of the company with related parties are on arms length basis 2. Material* related party transactions are enumerated as below:

Sr No.	Name of the Related Party	Particulars of the Contract or Arrangement (in the ordinary course of business and on arms length basis)	Duration	Manner of determining the pricing and other terms & Conditions	Dates of Board Meeting in which contracts were approved
1	Torrent Power Ltd. (Subsidiary Company of Holding Company	-Sale of cables, (Incuding trading sales)	As per purchase orders	*The Company quotes prices based on input costs at terms laid down by Torrent Power Ltd. (TPL) for all vendors which is then compared by TPL with other quotes received by them from other vendors and order is placed by them on the party quoting lowest landed cost after negotiation for each type of cable.	i)12/05/2014
					ii)28/07/2014
					iii)20/10/2014
		-(Providing cable laying services including job work)	As per service orders		iv)07/02/2015
				These are firm price orders for supply of cables. As per contracts Sale of cables and job work income amounted to approximately Rs.105.20 crores and Rs. 321.63 lakhs respectively.

*Material Related Party Transactions are taken as those transactions which exceed 10% of total turnover of the company.

2. There were no amounts paid as advances.