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Nifty 25,966.40 +0.58%

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Directors Report of CMI Ltd.

Mar 31, 2024

THE Hon''ble National Company Law Tribunal, Delhi Bench, ("NCLT") vide its order dated July
28, 2023 ("Order"), pronounced on August 01, 2023, has admitted the application filed by
Canara Bank ("Financial Creditor") under Section 7 of the Insolvency and Bankruptcy Code,
2016, read with rules and regulations framed thereunder ("the Code") and accordingly the
corporate insolvency resolution process ("CIRP") has commenced of the Company, CMI Limited
("Company") with effect from July 28, 2023.

Furthermore, the Hon''ble National Company Law Tribunal, Delhi Bench, ("NCLT") has also
approved the appointment of Mr. Deepak Maini as the Interim Resolution Professional
("IRP")/Resolution Professional (RP) to conduct the CIRP of the Company admitted under
section 7 of the Insolvency and Bankruptcy Code 2016.

The powers of Board of Directors of the Company stand suspended effective from the CIRP
commencement date and such powers along with the management of affairs of the Company
are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency
Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Although the power of the board is suspended as per above regulations all the current directors
including Managing Directors/promoters are duty bound to cooperate with Resolution
Profession in managing the affairs of the Company and help RP in his endeavor of running the
Corporate Debtor as going concern.

Mr. Deepak Maini in his capacity as IRP / RP took control and custody of the management and
operation of the company from July 28, 2023. Consequently, all actions that are deemed to be
taken by Board of Directors have been given effect by the IRP/RP during the continuance of the
CIRP as per the provisions of the IBC. The report attached is for the purpose of compliance and
discharging the duties under the CIRP.

The Board/Resolution Professional present the Fifty Seventh Board''s Report of the CMI Limited
"(the Company"), along with the financial statements for the financial year ended 31^st March,
2024.

The financial summary and performance highlights of the Company, for the financial year 2023Â¬
24 are provided below:

(Amount Rs. in Lakhs)

Particulars	Financial year
	2023-24	2022-23
Total revenue	2,975.44	2,359.30
Less: Total Expenditure excluding Depreciation	3,136.43	4,156.77
Profit before Depreciation and Tax	(160.99)	(1,797.46)
Less: Depreciation	844.58	921.56
Add: Exceptional items	-	(9,025.46)
Profit Before Tax	(1,005.57)	(11,744.49)
Less: Current Tax	-	-
Deferred Tax	173.01	735.48
Net Profit after Tax	(832.56)	(11,009.02)

Previous year''s figures have been regrouped/ rearranged wherever considered necessary.

2. FINANCIAL AND OPERATIONAL PERFORMANCE

During the financial year under review, your Company''s revenue from operations was Rs.
2,975.44 Lakhs. Further, in the Financial Year ended 31^st March, 2024, the Profit/(Loss)
before tax (PBT) was Rs. (1,005.57) Lakhs as against Rs. (11,744.49) Lakhs in the previous year
and Profit/(Loss) after tax (PAT) was Rs. (832.56) Lakhs against Rs. (11,009.02) Lakhs in the
previous financial year.

3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT AND DETAILS OF SIGNIFICANT AND MATERIAL
GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Hon''ble National Company Law Tribunal, Delhi Bench, ("NCLT") vide its order dated July 28,
2023 ("Order"), pronounced on August 01, 2023, has admitted the application filed by Canara
Bank ("Financial Creditor") under Section 7 of the Insolvency and Bankruptcy Code, 2016, read
with rules and regulations framed thereunder ("the Code") and accordingly the corporate
insolvency resolution process ("CIRP") has commenced of the Company, CMI Limited
("Company") with effect from July 28, 2023.

4. SHARE CAPITAL

As on 31^st March, 2024, Authorised share capital of the Company is Rs. 175,00,00,000/-(0ne
Hundred and Seventy Five Crores) and Paid up share Capital of the Company is Rs.
16,02,74,570/- (Rupees Sixteen Crores Two lakhs Seventy Four Thousand Five hundred and
Seventy Only) divided into 1,60,27,457 (One Crore Sixty Lakh Twenty Seven Thousand Four
Hundred Fifty Seven) equity shares of Rs. 10/- (Rupees Ten) each.

5. CREDIT RATING

For the Financial Year 2023-24, no credit ratings have been obtained from the Rating Agencies.

6. DIVIDEND AND RESERVES/OTHER EQUITY

In view of the financial performance and losses during the year under review, the Board of
Directors has not recommended any dividend for the financial year under review. As the
Company has incurred losses during the year, other equity of the Company as on 31^st March,
2024 stands at Rs (15,153.78) lakhs.

7. PUBLIC DEPOSITS

The Company has not accepted or renewed any fixed deposits during the period under review.
It has not accepted any deposits from the public within the meaning of the provisions of
Section 73 of the Companies Act, 2013 and Rules made thereunder. Therefore, it is not required
to furnish information in respect of outstanding deposits under non-banking, non-financial
Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

8. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31^st March, 2024, the Company do not have any Associate or Subsidiary Company.
Therefore, disclosure in Form AOC-1 in terms of Section 129(3) of the Act is not required.

9. INTERNAL FINANCIAL CONTROLS

The Board/RP believes that based on the knowledge/ information gained by them about
affairs of the Company from records, the Company has effective internal financial control
systems and policies and such controls are operating effectively.

The internal control systems include documented policies, checks and balances, guidelines and
procedures, that are supplemented by robust internal audit processes and monitored
continuously through periodical reviews by management to provide reasonable assurance that
all assets are safeguarded; and all transactions entered into by company are authorized,
recorded and reported properly.

The Board/Management is in the process reviewing the internal controls framework of the
Company with an objective to have a robust internal control framework commensurate with
the size, scale and nature of business of the company under the supervision of RP.

Pursuant to provisions of Section 138 and other applicable provisions, if any, read with rule 13
of the Companies (Accounts) Rules ,2014, of the Companies Act,2013, RP/Board in their meeting
held on 17^th October, 2023, upon approval of the COC, appointed M/s. Priyanka Singh and
Associates as the Internal Auditor of the Company to conduct internal audit of the records of
the Company for the financial year ended on 31^st March, 2024 at a remuneration to be fixed by
the Board/RP/COC.

The appointment of Statutory Auditor for the FY2024-25 was presented to the Committee of
Creditors (CoC) for approval by the Resolution Professional. However, the CoC rejected the
proposal, citing the statutory compliance requirements as an additional burden on the costs of
the Corporate Insolvency Resolution Process (CIRP). As a result, the Statutory Auditor for the
FY2024-25 has not been appointed yet.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on 31^st March, 2024, the Company has 4 Directors with an Executive Chairman, which
includes 1 Executive Directors, 1 Non-executive Independent Directors and 2 Non-executive
Non-Independent Director.

During the year under review, following are the changes in the composition of Board of
Directors of the Company:

S. No.	Name of Director	DIN	Designation	Date of Appointment	Date of Cessation
1	Mr. Amit Jain	00041300	Chairman Cum Managing Director	01-10-2002	-
2	Mr. Pyare Lal Khanna	02237272	Non-Executive NonÂ¬ Independent Director	30-12-2020	-
3	Ms. Charu Jain	03457247	Non-Executive Independent Director	28-05-2019	01-08-2023
4	Mr. Kunal Singhal	08140142	Non-Executive NonÂ¬ Independent Director	31-03-2020	-
5	Mr. Servagaya Jain	00862686	Non-Executive Independent Director	26-08-2020	-
6	Mr. Vikash Sharma	05192303	Non-Executive Independent Director	31-12-2021	30-04-2023

Mr. Vikash Sharma and Ms. Charu Jain, Non-Executive Independents Director resigned from
the directorship of the Company w.e.f. 30^th April, 2023 and 1^st August, 2023 respectively.

The Company has received declaration from the Independent Directors that they meet the
criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013. In the opinion of
the Board, they fulfill the condition for appointment/ re- appointment as Independent Directors
on the Board. Further, in the opinion of the Board, the Independent Directors also possess the
attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)
(iiia) of the Companies (Accounts) Rules, 2014.

None of the Directors are disqualified under the provisions of the Companies Act, 2013.

Key Managerial Personnel

During the year under review, in terms of the provisions of Section 2(51) and 203 of the
Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company were as under: -

i. Mr. Amit Jain - Chairman cum Managing Director

ii. Mr. Subodh Kumar*- Company Secretary (resigned w.e.f. 01st June, 2023)

iii. Mr. Raj Kumar* - Chief Financial Officer (resigned w.e.f. 31^th May, 2023)

iv. Ms. Tanya* - Company Secretary (appointment w.e.f. 31^st July, 2024)

During the year under review, there is no change in the Key Managerial Personnel (KMP) of the
Company in terms of the provisions of Section 2(51) and 203 of the Companies Act, 2013.

However, Mr. Raj Kumar resigned from the designation of CFO and Mr. Subodh Kumar resigned
from the designation of Company Secretary w.e.f. 30.05.2023 and 01.06.2023 respectively.

Ms. Tanya was appointed as Company Secretary of the Company w.e.f. 31.07.2023.

11. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Sub-section (5) of Section 134 of the Companies Act, 2013 with respect to the
Director''s Responsibility Statement, it is here by confirmed that:

i. In the preparation of the Annual Accounts for the year ended 31^st March, 2024 the
applicable accounting standards read with requirements set out under Schedule III of
the Act have been followed and no material departures have been made from the same;

ii. Appropriate Accounting Policies have been selected and applied consistently and
have 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 31^st March, 2024 and of
the profit of the Company for that year ended on that date except to the extent
mentioned in notes to accounts;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities

iv. The Annual Accounts have been prepared on a going concern basis.

v. The internal financial controls to be followed by the Company had been laid down and
that such internal financial controls are adequate and were operating effectively;

vi. The proper systems had been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

12. BOARD PERFORMANCE EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board,
Committees and other individual Directors which include criteria for performance evaluation of
the Non-Executive Directors and Executive Directors prior to CIRP.

Pursuant to the provisions of the Act, the Board used to carried out an annual evaluation of
its own performance, the individual Directors (including the Chairman) as well as an
evaluation of the working of all Board Committees. The Board of Directors was assisted by the
Nomination and Remuneration Committee. Some of the performance indicators based on
which evaluation takes place are experience, expertise, knowledge and skills required for

achieving strategy and for implementation of best governance practices which ultimately
contributes to the growth of the Company in compliances with all policies of the Company.

However, the powers of Board of Directors of the Company stand suspended effective from the
ClRP commencement date and such powers along with the management of affairs of the
Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the
Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 2 (Two) Board Meetings were duly convened and held. The
details of the number of meetings of the Board held during the Financial Year 2023-24 forms
part of the Corporate Governance Report.

14. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders'' Relationship Committee

iv. Corporate Social Responsibility Committee.

The powers of Board of Directors of the Company stand suspended effective from the CIRP
commencement date and such powers along with the management of affairs of the Company

are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency
Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

15. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The powers of Board of Directors of the Company stand suspended effective from the Cl RP
commencement date and such powers along with the management of affairs of the Company
are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency
Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

16. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of
remuneration to Executive and Non-executive Directors (by way of sitting fees and
commission), Key Managerial Personnel, Senior Management and other employees. The policy
also provides the criteria for determining qualifications, positive attributes and Independence
of Director and criteria for appointment of Key Managerial Personnel / Senior Management and
performance evaluation which are considered by the Nomination and Remuneration
Committee and the Board of Directors while making selection of the candidates. The above
policy has been posted on the website of the Company at
https://cmilimited.in/img/pdf/Nomination%20and%20Remuneration%20Policy-new-2021.pdf.

17. VIGIL MECHANISM Cum WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism Cum Whistle Blower Policy,
framed by Board of the Company, to deal with instances of fraud and mismanagement, if any.
Details of the same are given in the Corporate Governance Report. No employee has been
denied to have access to the Chairman of the Audit Committee/Management/Resolution
Professional.

The same has also been displayed on the website of the Company viz: -
https://cmilimited.in/img/pdf/Whistle%20Blower%20Policy-2022.pdf.

The powers of Board of Directors of the Company stand suspended effective from the ClRP
commencement date and such powers along with the management of affairs of the Company
are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency
Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

18. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length
basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required.
Further, there are no material related party transactions during the year under review as
defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and adopted by the Board of Directors in the Related Party Transactions Policy of the Company.
All related party transactions are mentioned in the notes to the accounts. The Company has
developed a framework through Standard Operating Procedures for the purpose of
identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus
approval was obtained on a yearly basis for transactions which are of repetitive nature.
Transactions entered into pursuant to omnibus approval are verified and details of all Related
Party Transactions are placed before the Audit Committee and the Board for review and
approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the website of the Company and can be seen at the link
https://cmilimited.in/img/pdf/Policy on Related Party Transactions-new-2021.pdf. None of
the Directors has any pecuniary relationship or transactions vis-a-vis the Company except
transactions approved by Audit Committee and Board.

19. CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended, the Board of the Company has formed

Corporate Social Responsibility ("CSR") Committee. Details of CSR Committee along with their
composition, number of meetings, terms of reference and attendance of members at the
meetings are provided in the Corporate Governance Report. The policy on CSR as approved by
the erstwhile Board of Directors is also uploaded on the website of the Company i.e.
https://cmilimited.in/img/pdf/Corporate%20Social%20Responsibility%20Policy.pdf.

Pursuant to Section 135 of the Companies Act, 2013 read with CSR policy of the Company, it is
required to spend two percent of the average net profit of the Company for three immediately
preceding financial years. Annual Report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended, have been annexed as
Annexure -1 and forms integral part of this Report.

The powers of Board of Directors of the Company stand suspended effective from the ClRP
commencement date and such powers along with the management of affairs of the Company
are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency
Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

20. AUDITORS

a) Statutory Auditor and Auditor''s Report

M/s. J Madan & Associates, Chartered Accountants, was appointed as the Statutory Auditors of
the Company by the Resolution Professional upon approval of Committee of Creditors on 03^rdJanuary, 2024 and 5^th March, 2024, for the financial year ending 31^st March, 2024 and the same
was placed before the shareholders for ratification in ensuing AGM.

There is no audit qualification, reservation or adverse remark for the year under review
except as mentioned below:

â¢ The Company is under corporate insolvency resolution process under
the Insolvency and Bankruptcy Code, 2016 (IBC).

Reply: The Hon''ble National Company Law Tribunal, Delhi Bench, ("NCLT")
vide its order dated July 28, 2023 ("Order"), pronounced on August 01,
2023, has admitted the application filed by Canara Bank ("Financial
Creditor") under Section 7 of the Insolvency and Bankruptcy Code, 2016,
read with rules and regulations framed thereunder ("the Code") for an
alleged amount of default of Rs. 164.86 Crore and accordingly the
corporate insolvency resolution process ("CIRP") has commenced of the
Company, CMI Limited ("Company") with effect from July 28, 2023.

Furthermore, the Hon''ble National Company Law Tribunal, Delhi Bench,
("NCLT") has also approved the appointment of Mr. Deepak Maini as the
Resolution Professional ("RP") to conduct the CIRP of the Company under
section 16 of the Insolvency and Bankruptcy Code 2016.

â¢ Going Concern Concept: The accumulated losses of the company as at
the close of 31st March 2024 amounting to Rs. 15,153.78 lakhs as
against which the paid-up capital of the company is Rs.1603.07 Lakh
and the losses has totally eroded the net worth of the company. The
company has been incurring continues losses for the past many years.

Reply: The auditor have opined upon the going concern nature of the
company due to consistent losses being incurred since the inception of
Covid-19 due to the resultant market disruptions, minimal operations in
the factory and risk carried by the company due to non-execution of
orders by the company after Covid-19. The company could not honor its
financial commitment towards its lenders.

Pursuant whereof, one of the lender''s, filed an application against the
company under section 7 of the Insolvency and Bankruptcy Code, 2016,
read with rules and regulations framed thereunder ("the Code") which
has since been admitted by Hon''ble NCLT, New Delhi vide its order dated
28.07.2023. However, the business segment carries potential and the
company can be revived in future. During the course of CIRP, the
company is operating on some job work arrangement and has been
meeting its liabilities incurred during CIRP period.

â¢ The Company has not complied the disclosure for the following as per
IND AS 19:

o The Company has not identified, measured, quantified and
disclosure the gratuity and leave encashment and its impact on
the current financial statements.

Reply: Ascertainment of actuarial liability as laid down under Ind AS â 19
involves considerable cost which is difficult for the company to with
stand considering the status of Company being undergoing CIRP. Hon''ble
National Company Law Tribunal, Delhi Bench, ("NCLT") vide its order
dated July 28, 2023 ("Order"), pronounced on August 01, 2023, has
admitted the application filed by Canara Bank ("Financial Credito[r")
under Section 7 of the Insolvency and Bankruptcy Code, 2016, read with
rules and regulations framed thereunder ("the Code").

â¢ Liabilities may arise under litigation with the income tax department,
TDS and GST department could not been ascertained and calculated
due to details not available with us.

Reply: To the best of our knowledge, all the compliance to the
applicable laws have been made during the CIRP process however we are
also informed that pursuant to the admission of the CIRP, certain claims
have been filed by various statutory authority before the Resolution
professional (RP), which to our understanding have been dealt by the RP
as per applicable law.

â¢ The fixed assets register is not available hence value is taken at book
value as balance brought forward from previous years and physical
verification report is also not available for the same.

Reply After the initiation of the CIRP, the assets of the company are
under custody & control of the RP which has been valued after physical
verification by the IBBI registered valuers for the purpose of CIRP.

â¢ Confirmation of loan account, bank account and investments not
available and account balance subject to reconciliation.

Reply Confirmation of loan account, bank account and investments not
available and account balance subject to reconciliation as the company is
under CIRP.

â¢ Quantitative details of stock not available however, value of stock is
taken at book value as balance brought forward from previous years.

Reply The records which are practically possible having regard to the
nature of the products and the volume of the business have been
maintained and provided.

â¢ Balances of Current Assets and Current Liabilities are subject to
confirmation and any recovery from Current Assets has not been
ascertained.

Reply Balances of Current Assets and Current Liabilities are subject to
confirmation and any recovery from Current Assets has not been
ascertained as the Company is CIRP.

b) Secretarial Auditor and secretarial Auditor Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Resolution
Professional (RP) proposed the appointment of a Secretarial Auditor. However, the
appointment was submitted to the Committee of Creditors (CoC) for approval. The CoC rejected
the proposal, citing concerns over the additional costs that statutory compliance would impose
on the Corporate Insolvency Resolution Process (CIRP). Consequently, the secretarial audit for
FY 2023-24 was not conducted.

The Secretarial Audit Report for FY 2023-24 in Form MR-3 is not annexed herewith.

c) Cost Auditor

In terms of Section 148 of the Act, the Company is required to maintain cost records and have
the audit of its cost records conducted by a cost accountant. Cost records are made and
maintained by the Company as required under Section 148(1) of the Act. The Board of Directors
at its meeting held 30^th May, 2022 appointed M/s Ajay Kumar Singh & Co (Firm Registration
Number 000386), Cost Auditors to conduct the Cost Audit for the Financial Year 2023-24.

For the financial year ending 31^st March, 2024, the Resolution professional of the Company has
upon approval of Committee of creditors , approved the appointment of M/s Ajay Kumar Singh
& Co as the cost auditors of the Company. M/s Ajay Kumar Singh & Co, Cost Accountants have
vast experience in the field of cost audit.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost auditors as
approved by Committee of creditors has to be ratified by the members of the Company.

The Cost auditor for FY 2024-25 has not been appointed because the appointment of auditors
for the period was presented to the Committee of Creditors (CoC) for approval by the
Resolution Professional. However, the CoC rejected the proposal, citing the statutory
compliance requirements as an additional burden on the costs of the Corporate Insolvency
Resolution Process (CIRP). As a result, the Cost auditor for FY 2024-25 was not appointed.

21. OTHER INFORMATION

a) Details in respect of frauds reported by Auditors other than those which are
reportable to the Central Government.

The Statutory Auditors, Secretarial Auditors, Cost Auditors or Internal Auditors of the Company
have not reported any frauds to the Resolution Professional under Section 143(12) of the
Companies Act, 2013, including rules made thereunder.

b) Stock Options Scheme

The Company does not have any Scheme of Stock Option for its employees, Directors etc.

c) Disclosure under Section 43(a)(iii) and Section 54(1) (d) of the Companies Act, 2013

During the year under review, the Company has not issued any shares with differential voting
rights and sweat equity shares and hence, no information as required under Section 43(a)(iii) &
Section 54(1)(d) of the Companies Act, 2013 read with applicable rules is required to be
disclosed.

d) Risk Management

The Resolution Professional is continuingly reviewing the Risk management framework of the
Company. The Company regularly put in place a suitable enterprise risk management
framework for identifying and evaluating risks and opportunities that may have bearing on the
organization. The Company recognizes that these risks need to be managed and mitigated to
protect the shareholders and other stakeholder''s interest.

e) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
outgo

In accordance with Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of
the Companies (Accounts) Rules, 2014, as amended, the information on conservation of energy,
technology absorption and foreign exchange earnings and outgo are annexed as Annexure - 2
hereto and forms an integral part of this Report.

f) Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details of the employees as required under
Section 197(12) of the Companies Act 2013, read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this
report as Annexure -3.

g) Extract of Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has
placed a copy of the Annual Return as at 31^st March, 2024 on its website at
https://cmilimited.in/investors/extract-of-annual-report. By virtue of amendment to Section
92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual
Return (Form MGT-9) as part of the Board''s report.

h) Management Discussion & Analysis Report

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 the Annual Report.

i) Particulars of Loans, Guarantees or Investments under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the note no 10 & 11 to the Financial Statements.

j) Corporate Governance Report

The Company has complied with requirements of Regulation 34 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015. A report on the Corporate
Governance practices followed by the Company is given as an Annexure-4 to this report.

k) Cost Records

The appointment of auditors for the period was presented to the Committee of Creditors (CoC)
for approval by the Resolution Professional. However, the CoC rejected the proposal, citing the
statutory compliance requirements as an additional burden on the costs of the Corporate
Insolvency Resolution Process (ClRP). As a result, the Cost auditor for FY 2024-25 is not yet
appointed.

l) Disclosure under the Sexual Harassment of Women at Work Place
(Prevention, Prohibition and Redressal) Act, 2013.

The Company has laid down Anti Sexual Harassment policy on Gender Equality, Gender
Protection, Prevention of Redressal System in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, Apprenticeship) are
covered under this policy. The following is a summary of sexual harassment complaints
received and disposed of during the year under reviewÂ¬
> No. of complaints received: Nil

> No. of complaints disposed of: NA

> No. of Complaints at the end: NIL

The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by the Institute of Company Secretaries of India and
such systems are adequate and operating effectively.

22. CAUTIONARY NOTE

Certain Statements in the ''Management Discussion and Analysis'' section may be forwardÂ¬
looking and are stated as required by applicable laws and regulations. Many factors may affect
the actual results, which would be different from what the Resolution Professional
envisage in terms of the future performance and outlook. Investors are cautioned that this
discussion contains forward looking Statement that involve risks and uncertainties
including, but not limited to, risks inherent in the Company''s growth strategy, dependence on
certain businesses, dependence on availability of qualified and trained manpower and other
factors discussed. The discussion and analysis should be read in conjunction with the
Company''s financial statements and notes on accounts.

23. OTHER DISCLOSURES

> During the financial year 2023-24, the Company has not made any application.

THE Hon''ble National Company Law Tribunal, Delhi Bench, ("NCLT") vide its order dated
July 28, 2023 ("Order"), pronounced on August 01, 2023, has admitted the application filed
by Canara Bank ("Financial Creditor") under Section 7 of the Insolvency and Bankruptcy
Code, 2016, read with rules and regulations framed thereunder ("the Code") and
accordingly the corporate insolvency resolution process ("CIRP") has commenced of the
Company, CMI Limited ("Company") with effect from July 28, 2023.

Furthermore, the Hon''ble National Company Law Tribunal, Delhi Bench, ("NCLT") has also
approved the appointment of Mr. Deepak Maini as the Interim Resolution Professional
("IRP")/Resolution Professional ("RP") to conduct the CIRP of the Company admitted under
section 7 of the Insolvency and Bankruptcy Code 2016.

> There were no instances where the Company required the valuation for one time
settlement or while taking the loan from the Banks or Financial institutions.

> The Company has not issued shares with differential voting rights and sweat equity shares
during the year under review.

24. ACKNOWLEDGEMENT

The Resolution Professional, wish to place on record their gratitude to the Authorities, Banks,
Business Associates and Shareholders for their unstinted support, assistance and co-operation.
The Resolution Professional place on record their deep appreciation to employees at all levels
for their hard work, dedication and commitment.

New Delhi Powers of the board are suspended from the Insolvency

Date: 29.11.2024 Commencement Date

Taken on record by
Deepak Maini
Resolution Professional
CMI Limited

(Reg. No. IBBI/IPA-001/IP-P00676/2017-2018/11149)

Mar 31, 2023

1. FINANCIAL SUMMARY

The financial summary and performance highlights of the Company, for the financial year 202223 are provided below:

	(Amount Rs. in Lakhs)
	Particulars	Financial year
		2022-23	2021-22
	Total revenue	2,359.30	7,092.63
	Less: Total Expenditure excluding Depreciation	4,156.77	19,712.04
	Profit before Depreciation and Tax	(1,797.46)	(12,619.41)
	Less: Depreciation	921.56	1,044.51
	Add: Exceptional items	(9,025.46)	(4,477.83)
	Profit Before Tax	(11,744.49)	(18,141.75)
	Less: Current Tax	-	-
	Deferred Tax	(735.48)	(3,852.02)
	Net Profit after Tax	(11,009.02)	(14,289.72)
Previous year''s figures have been regrouped/ rearranged wherever considered necessary.

2. FINANCIAL AND OPERATIONAL PERFORMANCE

During the financial year under review, your Company''s revenue from operations was Rs. 2,359.30 Lakhs. Further, in the Financial Year ended 31st March, 2023, the Profit/(Loss) before tax (PBT) was Rs. (11,744.49) Lakhs as against Rs. (18,141.75) Lakhs in the previous year and Profit/(Loss) after tax (PAT) was Rs. (11,009.02) Lakhs against Rs. -14,289.72 Lakhs in the previous financial year.

3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT AND DETAILS OF SIGNIFICANT AND MATERIAL GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Hon''ble National Company Law Tribunal, Delhi Bench, ("NCLT") vide its order dated July 28, 2023 ("Order"), pronounced on August 01, 2023, has admitted the application filed by Canara Bank ("Financial Creditor") under Section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations framed thereunder ("the Code") and accordingly the corporate insolvency resolution process ("CIRP") has commenced of the Company, CMI Limited ("Company") with effect from July 28, 2023.

Furthermore, the Hon''ble National Company Law Tribunal, Delhi Bench, ("NCLT") has also approved the appointment of Mr. Deepak Maini as the Interim Resolution Professional ("IRP")/Resolution Professional (RP) to conduct the CIRP of the Company admitted under section 7 of the Insolvency and Bankruptcy Code 2016.

4. SHARE CAPITAL

As on 31^st March, 2023, Authorised share capital of the Company is Rs. 175,00,00,000/-(0ne Hundred and Seventy Five Crores) and Paid up share Capital of the Company is Rs. 16,02,74,570/- (Rupees Sixteen Crores Two lakhs Seventy Four Thousand Five hundred and Seventy Only) divided into 1,60,27,457 (One Crore Sixty Lakh Twenty Seven Thousand Four Hundred Fifty Seven) equity shares of Rs. 10/- (Rupees Ten) each.

5. CREDIT RATING

For the Financial Year 2022-23, no credit ratings have been obtained from the Rating Agencies.

6. DIVIDEND AND RESERVES/OTHER EQUITY

In view of the financial performance and losses during the year under review, the Board of Directors has not recommended any dividend for the financial year under review. As the Company has incurred losses during the year, other equity of the Company as on 31^st March, 2023 stands at Rs (14,305.62)lakhs.

7. PUBLIC DEPOSITS

The Company has not accepted or renewed any fixed deposits during the period under review. It has not accepted any deposits from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and Rules made thereunder. Therefore, it is not required to furnish information in respect of outstanding deposits under non-banking, non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

8. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31^st March, 2023, the Company do not have any Associate or Subsidiary Company. Therefore, disclosure in Form AOC-1 in terms of Section 129(3) of the Act is not required.

9. INTERNAL FINANCIAL CONTROLS

The Board/RP believes that based on the knowledge/ information gained by them about affairs of the Company from records, the Company has effective internal financial control systems and policies and such controls are operating effectively.

The internal control systems include documented policies, checks and balances, guidelines and procedures, that are supplemented by robust internal audit processes and monitored continuously through periodical reviews by management to provide reasonable assurance that all assets are safeguarded; and all transactions entered into by company are authorized, recorded and reported properly.

The Board/Management/RP is in the process reviewing the internal controls framework of the Company with an objective to have a robust internal control framework commensurate with the size, scale and nature of business of the company.

Pursuant to provisions of Section 138 and other applicable provisions, if any, read with rule 13 of the Companies (Accounts) Rules ,2014, of the Companies Act,2013, RP/Board in their meeting held on 17^th October, 2023, upon approval of the COC, appointed M/s. Priyanka Singh and Associates as the Internal Auditor of the Company to conduct internal audit of the records of the Company for the financial year ended on 31^st March, 2023 at a remuneration to be fixed by the Board/RP/COC. The Report submitted by the Internal Auditor has been reviewed by the RP from time to time.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on 31^st March, 2023, the Company has 6 Directors with an Executive Chairman, which includes 1 Executive Directors, 3 Non-executive Independent Directors inclusive of 1 Woman Director and 2 Non-executive Non-Independent Director.

Change in Directorship:

During the year under review, following are the changes in the composition of Board of Directors of the Company:

S. No.	Name of Director	DIN	Designation	Date of Appointment	Date of Cessation
1	Mr. Amit Jain	00041300	Chairman Cum Managing Director	01-10-2002	-
2	Mr. Pyare Lal Khanna	02237272	Non-Executive NonIndependent Director	30-12-2020	-
3	Ms. Charu Jain	03457247	Non-Executive Independent Director	28-05-2019	-
4	Mr. Kunal Singhal	08140142	Non-Executive NonIndependent Director	31-03-2020	-
5	Mr. Servagaya Jain	00862686	Non-Executive Independent Director	26-08-2020	-

6	Mr. Vikash Sharma	05192303	Non-Executive	31-12-2021	-
			Independent Director

Mr. Vikash Sharma and Ms. Charu Jain, Non-Executive Independents Director resigned from the directorship of the Company w.e.f. 30^th April, 2023 and 1^st August, 2023 respectively.

The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013. In the opinion of the Board, they fulfill the condition for appointment/ re- appointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

None of the Directors are disqualified under the provisions of the Companies Act, 2013.

Key Managerial Personnel

During the year under review, in terms of the provisions of Section 2(51) and 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company were as under: -

i. Mr. Amit Jain - Chairman cum Managing Director

ii. Mr. Subodh Kumar- Company Secretary

iii. Mr. Raj Kumar - Chief Financial Officer

Changes in Key Managerial Personnel

During the year under review, there is no change in the Key Managerial Personnel (KMP) of the Company in terms of the provisions of Section 2(51) and 203 of the Companies Act, 2013.

However, Mr. Raj Kumar resigned from the designation of CFO and Mr. Subodh Kumar resigned from the designation of Company Secretary w.e.f. 30.05.2023 and 01.06.2023 respectively.

11. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Sub-section (5) of Section 134 of the Companies Act, 2013 with respect to the Director''s Responsibility Statement, it is here by confirmed that:

i. In the preparation of the Annual Accounts for the year ended 31^st March, 2023 the applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and no material departures have been made from the same;

ii. Appropriate Accounting Policies have been selected and applied consistently and have 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 31^st March, 2023 and of the profit of the Company for that year ended on that date except to the extent mentioned in notes to accounts;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv. The Annual Accounts have been prepared on a going concern basis.

v. The internal financial controls to be followed by the Company had been laid down and that such internal financial controls are adequate and were operating effectively;

vi. The proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. BOARD PERFORMANCE EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees. The Board of Directors was assisted by the Nomination and Remuneration Committee. Some of the performance indicators based on which evaluation takes place are experience, expertise, knowledge and skills required for achieving strategy and for implementation of best governance practices which ultimately contributes to the growth of the Company in compliances with all policies of the Company.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 8 (Eight) Board Meetings were duly convened and held. The details of the number of meetings of the Board held during the Financial Year 2022-23 forms part of the Corporate Governance Report.

14. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders'' Relationship Committee

iv. Corporate Social Responsibility Committee.

The details of the Committees along with their composition, number of meetings, terms of reference and attendance of members at the meetings are provided in the Corporate Governance Report which forms part of this Annual Report. Further, during the year review, the board has accepted all the recommendations of the Audit Committee.

15. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received the necessary declaration from each Independent Director that he/she meets the criteria of Independence as laid out in Section 149(6) of the Companies Act, 2013 read with the Schedules, rules made thereunder and Regulation 25 of SEBI Listing Regulations, 2015.

16. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company at https://cmilimited.in/img/pdf/Nomination%20and%20Remuneration%20Policy-new-2021.pdf.

17. VIGIL MECHANISM Cum WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism Cum Whistle Blower Policy, framed by Board of the Company, to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report. No employee has been denied to have access to the Chairman of the Audit Committee/Management.

The same has also been displayed on the website of the Company viz: -https://cmilimited.in/img/pdf/Whistle%20Blower%20Policy-2022.pdf.

18. RELATED PARTY TRANSACTIONS

defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and adopted by the Board of Directors in the Related Party Transactions Policy of the Company. All related party transactions are mentioned in the notes to the accounts. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are verified and details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be seen at the link https://cmilimited.in/img/pdf/Policy on Related Party Transactions-new-2021.pdf. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except transactions approved by Audit Committee and Board.

19. CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of the Company has formed Corporate Social Responsibility ("CSR") Committee. Details of CSR Committee along with their composition, number of meetings, terms of reference and attendance of members at the meetings are provided in the Corporate Governance Report. The policy on CSR as approved by the erstwhile Board of Directors is also uploaded on the website of the Company i.e. https://cmilimited.in/img/pdf/Corporate%20Social%20Responsibilitv%20Policy.pdf.

Pursuant to Section 135 of the Companies Act, 2013 read with CSR policy of the Company, it is required to spend two percent of the average net profit of the Company for three immediately preceding financial years. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, have been annexed as Annexure -1 and forms integral part of this Report.

20. AUDITORSa) Statutory Auditor and Auditor''s Report

M/s. Krishna Neeraj & Associates, Chartered Accountants, Firm Registration No. 023233N was re-appointed as the Statutory Auditors of the Company at the 54^th Annual General Meeting (''AGM'') held on September 30, 2021 for a second term of 5 years and they hold office upto the conclusion of the 59^th Annual General Meeting of the Company.

There is no audit qualification, reservation or adverse remark for the year under review except as mentioned below:

â¢ Going Concern Concept

The accumulated losses of the company as at the close of 31st March 2023 amounting to Rs.14305.62 lakhs as against which the paid up capital of the company is Rs.1603.07 Lakh and the losses has totally eroded the net worth of the company. The company has been incurring continues losses for the past many years. The total liabilities of the company as at the close of 31st March 2023 is Rs. 44,200.49 lakhs (Previous year Rs. 45304.43 lakhs) against which the Fixed and current assets book values are only Rs. 31,497.94 lakhs (Previous year Rs.43,610.91 lakhs).

Reply: The auditor have opined upon the going concern nature of the company due to consistent losses being incurred since the inception of Covid-19 due to the resultant market disruptions, minimal operations in the factory and risk carried by the company due to non-execution of orders by the company after Covid-19. The company could not honor its financial commitment towards its lenders.

Pursuant whereof, one of the lender''s, filed an application against the company under section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations framed thereunder ("the Code") which has since been admitted by Hon''ble NCLT, New Delhi vide its order dated 28.07.2023. However, the business segment carries potential and the company can be revived in future.

â¢ The Company has not complied the disclosure for the following as per IND AS 19: The Company has not identified, measured, quantified and disclosed the gratuity and leave encashment and its impact on the current financial statements.

Reply: Ascertainment of actuarial liability as laid down under Ind AS â 15 involves considerable cost which is difficult for the company to with stand considering the Company is undergoing CIRP. Hon''ble National Company Law Tribunal, Delhi Bench, ("NCLT") vide its order dated July 28, 2023 ("Order"), pronounced on August 01, 2023, has admitted the application filed by Canara Bank ("Financial Creditor") under Section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations framed thereunder ("the Code").

b) Secretarial Auditor and secretarial Auditor Report

Pursuant to provision of Section 204 of the Companies Act, 2013, and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the RP/COC has appointed M/s ATG &

Co., Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2022-23

The Secretarial Audit Report for FY 2022-23 as submitted by Secretarial Auditor in Form MR-3 is annexed as Annexure-2.

There is no secretarial audit qualification for the year under review except:

1. Company''s website has not been updated as required under Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 and rules made thereunder.

Reply: Due to unforeseen circumstances stemming from the impact of the COVID-19 pandemic, our company has been facing significant financial challenges. The adverse economic conditions have put a strain on our operations, leading to financial stress. Unfortunately, during this difficult period, our banking partner withdrew their support, further exacerbating our financial difficulties.

As a direct consequence of the withdrawal of banking support, our company''s bank accounts became inoperable. This, in turn, has hindered our ability to fulfill various statutory compliances, including the timely payments to vendors including website maintenance.

2. Company has not complied the provision regarding Structural Digital Database (SDD) as prescribed under Regulation 3(5) and 3(6) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

Reply: The severe economic repercussions of the pandemic have led to a considerable strain on our operations, exacerbating financial stress. During this challenging period, our company faced additional difficulties when our banking partner withdrew their support, rendering our bank accounts temporarily inoperable. This financial setback prevented us from making essential payments, including the acquisition of the necessary Structural Digital Database (SDD) software mandated by the regulations.

3. Company has not submitted Compliance certificate to the Stock Exchanges as required under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 for the Quarter ended June 2022. Further the company has delayed in filing of the aforesaid Compliance certificate for the Quarter ended March 2022 and September 2022.

Reply: The Company acknowledges the importance of timely regulatory compliance and deeply regrets the oversight that led to the non-submission of the Compliance Certificate for the quarter ending June 2022. Furthermore, we recognize the delayed submission of the Compliance Certificates for the quarters ending March 2022 and September 2022.

The delay and non-submission were due to an inadvertent error on our part, and we take full responsibility for the oversight. We would like to assure the regulatory authorities that corrective measures have been implemented to prevent such occurrences in the future.

4. As on 31st March 2023, Registration of Ms. Charu Jain as Independent Director in the data bank of Independent Director has not been renewed (expired), as required under Section 150 of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014

Reply: The expiration of registration in the data bank is not attributed to any action or inaction on the part of the Company. The responsibility for registering and renewing registration in the data bank lies with individual directors, and the company does not have control over this process. It is pertinent to note that Ms. Charu Jain resigned from the directorship of the Company w.e.f. 01^st August, 2023.

5. Company has not filed the Form MGT-14 regarding appointment of Key managerial personnel (KMP) i.e Company Secretary as required under Section 117 and 179 of the Companies ACT, 2013 read with Rule 8 of Companies (Meeting of Board and its Powers)Rules, 2014.

Reply: The delay and non-submission were due to an inadvertent error on our part, and we take full responsibility for the oversight. We would like to assure the regulatory authorities that corrective measures have been implemented to prevent such occurrences in the future.

6. Company has not transfer the shares and dividend to Investor Education and Education Fund as required under Section 125 of the Companies Act, 2013.

Reply: Unfortunately, the Company has faced operational challenges and financial stress as a consequence of the adverse economic conditions triggered by the COVID-19 pandemic. This challenging period has been exacerbated by the withdrawal of support from our banking partner, which has rendered our bank accounts temporarily inoperable.

Regrettably, these financial constraints have impeded our ability to fulfill various obligations, including the timely transfer of shares and dividends to the Investor Education and Protection Fund.

c) Cost Auditor

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a cost accountant. Cost records are made and maintained by the Company as required under Section 148(1) of the Act. The Board of Directors at its meeting held 30^th May, 2022 appointed M/s Ajay Kumar Singh & Co (Firm Registration Number 000386), Cost Auditors to conduct the Cost Audit for the Financial Year 2022-23.

For the financial year ending 31^st March, 2023, the Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of M/s Ajay Kumar Singh & Co as the cost auditors of the Company. M/s Ajay Kumar Singh & Co, Cost Accountants have vast experience in the field of cost audit.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company.

Accordingly, an appropriate resolution for the proposed remuneration of Rs. 35,000 per annum plus applicable taxes and out-of-pocket expenses payable to the cost auditors for the Financial Year ending 31^st March, 2023, forms part of the notice of ensuing Annual General Meeting for ratification.

21. OTHER INFORMATIONa) Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government.

The Statutory Auditors, Secretarial Auditors, Cost Auditors or Internal Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

b) Stock Options Scheme

The Company does not have any Scheme of Stock Option for its employees, Directors etc.

c) Disclosure under Section 43(a)(iii) and Section 54(1) (d) of the Companies Act, 2013

During the year under review, the Company has not issued any shares with differential voting rights and sweat equity shares and hence, no information as required under Section 43(a)(iii) &

Section 54(1)(d) of the Companies Act, 2013 read with applicable rules is required to be disclosed.

d) Risk Management

The Board/ management is continuingly reviewing the Risk management framework of the Company. The Company regularly put in place a suitable enterprise risk management framework for identifying and evaluating risks and opportunities that may have bearing on the organization. The Company recognizes that these risks need to be managed and mitigated to protect the shareholders and other stakeholder''s interest.

e) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

In accordance with Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure - 3 hereto and forms an integral part of this Report.

f) Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details of the employees as required under Section 197(12) of the Companies Act 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this report as Annexure -4.

g) Extract of Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at 31^st March, 2023 on its website at https://cmilimited.in/investors/extract-of-annual-report. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

h) Management Discussion & Analysis Report

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 the Annual Report.

i) Particulars of Loans, Guarantees or Investments under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no 10 & 11 to the Financial Statements.

j) Corporate Governance Report

The Company has complied with requirements of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on the Corporate Governance practices followed by the Company, together with a certificate from the Practicing Company Secretary regarding compliance is given as an Annexure-5 to this report.

k) Cost Records

As per the requirement of Central Government and pursuant to provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended from time to time, audit of cost records of the Company is being carried out. The Resolution Professional has appointed M/s Ajay Kumar Singh & Co., Cost Accountants, as Cost Auditor to audit the cost records and accounts relating to cable manufacturing for the financial year ending 31^st March, 2024. As per the requirement of the aforesaid section, a resolution ratifying remuneration payable to Cost Auditors forms part of the Notice convening the 56^th Annual General Meeting.

Your Company has maintained cost records and accounts as per Section 148 (1) of the Companies Act, 2013. Further, the Cost Audit Report along with annexure for FY 2021-22 was approved by board of Directors on 30th September, 2022.

l) Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

The Company has laid down Anti Sexual Harassment policy on Gender Equality, Gender Protection, Prevention of Redressal System in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, Apprenticeship) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year under review> No. of complaints received: Nil > No. of complaints disposed of: NA

> No. of Complaints at the end: NIL

m) Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

22. CAUTIONARY NOTE

Certain Statements in the ''Management Discussion and Analysis'' section may be forwardlooking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking Statement that involve risks and uncertainties including, but not limited to, risks inherent in the Company''s growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Company''s financial statements and notes on accounts.

23. OTHER DISCLOSURES

> During the financial year 2022-23, the Company has not made any application.

THE Hon''ble National Company Law Tribunal, Delhi Bench, ("NCLT") vide its order dated July 28, 2023 ("Order"), pronounced on August 01, 2023, has admitted the application filed by Canara Bank ("Financial Creditor") under Section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations framed thereunder ("the Code") and accordingly the corporate insolvency resolution process ("CIRP") has commenced of the Company, CMI Limited ("Company") with effect from July 28, 2023.

Furthermore, the Hon''ble National Company Law Tribunal, Delhi Bench, ("NCLT") has also approved the appointment of Mr. Deepak Maini as the Interim Resolution Professional ("IRP")/Resolution Professional ("RP") to conduct the CIRP of the Company admitted under section 7 of the Insolvency and Bankruptcy Code 2016.

Status of CIRP Proceeding:

As per the Form G published vide dated 29 September 2023, 30 Prospective Resolution Applicants submitted their Expression Of Interest (EOI) in the Resolution Process of CMI Limited. Information Memorandum, Request for Resolution Plan (RFRP) and Evaluation Matrix has been duly issued to all the PRAs and the Resolution Process is conducted well

within the timelines. The undersigned is awaiting the Resolution Plans and is taking endeavor to ensure a successful Resolution Process of the Company.

> There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

> The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

24. ACKNOWLEDGEMENT

The Directors (Power Suspended) under the guidance of Resolution Professional, wish to place on record their gratitude to the Authorities, Banks, Business Associates and Shareholders for their unstinted support, assistance and co-operation. The Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

Mar 31, 2018

The Directors are pleased present the 51st Annual Report together with the Company''s Audited Financial Statements and the Auditor''s Report thereon for the financial year ended March 31, 2018.

Financial Performance Summary

(Rs. in Lakh)

Particular	Standalone		Consolidated
Financial Results	2017-18	2016-17	2017-18	2016-17
Total revenue	40,205.10	34,910.18	57,686.53	42,556.09
Less: Total Expenditure excluding Depreciation	36,508.76	31,429.51	52,700.25	39,280.26
Profit before Depreciation and Tax	3,696.34	3,480.67	4,986.28	3,275.83
Less: Depreciation	140.05	133.88	1,048.22	1,013.32
Add: Exceptional items	-	0.73	-	0.73
Add: Extra-ordinary items	-	-	-	-
Profit Before Tax	3,556.29	3,347.52	3,938.06	2,263.24
Less: Current Tax	(1,177.34)	(1,030.95)	(1,150.56)	(1,030.95)
Deferred Tax	(88.25)	(72.43)	(180.18)	1,774.68
Earlier Tax	-	-	(26.78)	-
Net Profit for the year carried to the Balance Sheet	2,290.70	2,244.14	2,580.54	3,006.97

OVERALL REVIEW

During the financial year 2017-18 the performance of the company has been satisfactory. During financial year 2017-18, standalone turnover of the Company increased by 15.17%. The Profit before depreciation and tax (standalone) has increased by 6.20% while the Net Profit (standalone) has increased by 2.07%. The Company has adopted adequate cost control measures throughout the year, and has been aggressive in its quest for new business. This helped to deliver a decent revenue growth. Your Company continues to focus on production of quality cables to broaden its customer base and to set a benchmark in the competitive market. With stable government at centre, the long term outlook of cable industry is expected to be favorable, driven by Power Sector Reforms, Modernization of Railways, new Metro Railways and other Infrastructures Developmental Projects.

DIVIDEND

The Directors are pleased to recommend payment of dividend on equity shares @ Re. 1/- per equity share (10%) for the financial year 2017-18 ( previous year Rs 1/- per share). The dividend on equity shares, if approved by Members, would involve payout of Rs 180.87 Lakhs including dividend distribution tax Pursuant to Regulation 43A of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 , the company has adopted The Dividend Distribution Policy which is also available on the website of the Company at www.cmilimited.in.

UNCLAIMED DIVIDEND

Pursuant to provisions of Section 124 (2) of the Companies Act, 2013 the statement containing the names, addresses and the details of the unpaid interim and final dividend as on 29.12.2017 (date of last Annual General Meeting) has been uploaded on the Company''s website (www.cmilimited.in).

RESERVES

During the year under review, Reserves and Surplus as at 31st March, 2018 stood at Rs. 11,922.81 Lakh on the basis of Standalone Financial Statement and Rs. 22,310.69 Lakh as per Consolidated Financial Statement.

AUDITORS AND THEIR REPORT

M/s. Krishna Neeraj & Associates, Chartered Accountants, (Firm Registration No.023233N) was appointed as the Statutory Auditor by the members in the 49^th Annual General Meeting of the Company for a term of 5 consecutive years i.e. to hold the office until the conclusion of the 54th AGM of the Company, subject to ratification of their appointment at every AGM if required under the Act.

Further, the ratification by shareholders in respect of their appointment as the Statutory Auditors of the Company is proposed at ensuing AGM of the Company and in respect of which they have furnished a certificate of their eligibility confirming that ratification of their appointment, if made, at the ensuing Annual General Meeting would be within the limits specified under Section 139(1) and 141 of the Companies Act, 2013 and the rules framed thereunder.

The observations made in the Auditors'' Report on the audited accounts of the company for the year ended 31st March, 2018, are self explanatory and therefore, do not require further explanation. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

COST AUDITOR

As per the requirement of Central Government and pursuant to provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended from time to time, audit of cost records of the Company is being carried out. The Board of Directors, on recommendation of Audit Committee, has appointed M/s Ajay Kumar Singh and Co., Cost Accountants, as Cost Auditor to audit the cost records and accounts relating to cable manufacturing for the financial year ending March 31, 2019. As per the requirement of the aforesaid section, a resolution ratifying remuneration payable to Cost Auditors forms part of the Notice convening the 51st Annual General Meeting.

Your Company has maintained cost records and accounts as per Section 148 (1) of the Companies Act, 2013. Further, the Cost Audit Report for FY 2016-17 was filed on 21st December, 2017.

INTERNAL AUDITOR

As per the requirement of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013, the Board of Directors on recommendation of Audit Committee has appointed Mr. Raj Kumar as an Internal Auditor of the Company.

Mr. Raj Kumar, Internal Auditor of the Company, presents report and makes presentation to the audit committee on internal audit, which is reviewed by the audit committee from time to time.

SECRETARIAL AUDITOR

Pursuant to provision of Section 204 of the Companies Act, 2013, and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors has appointed M/s Pooja Anand & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2017-18.

- The Secretarial Audit Report for FY 2017-18 as submitted by Secretarial Auditor in Form MR-3 is annexed as Annexure-1. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the Company has spent Rs. 35.49 Lacs towards CSR which is less than the prescribed amount that the Company was required to spend pursuant to the provisions of Section 135 of the Companies Act, 2013 during the financial year under review but the Company is in process of conceptualizing a structured program in the FY 2018-19 to meet its CSR objective and to comply with the provisions of the aforesaid Section.

INTERNAL CONTROL SYSTEM

The Company has well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company''s internal control system comprises audit and compliance by in-house internal Audit Division. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditor to the Audit Committee of the Board.

CREDIT RATING

During the year under review the Company has improved its long term credit rating to CARE-BBB . The BBB awarded by Care Analysis and Research Limited (CARE) reflects moderate degree of safety regarding timely servicing of financial obligation. The Company''s short term credit rating has also improved to CARE A3 by Care Analysis and Research Limited (CARE), reflecting moderate degree of safety regarding timely payment of financial obligations.

SEGMENT WISE PERFORMANCE:

Company operates only in one segment.

RISK MANAGEMENT

In compliance with the requirement of the Companies Act, 2013, the Company has put in place Risk Minimization and Assessment Procedures. In order to effectively and efficiently manage risk and address challenges the Company has formulated Risk Management Policy. The Company manages the risk in line with current risk management best practices. This facilitates the achievement of our objectives, operational effectiveness and efficiency, protection of people and assets, informed decision making, and compliance with applicable laws and regulations.

MATERIAL CHANGES:

No material changes and commitments affecting the financial position of the company occurred between the end of financial year of your Company and the date of Director''s Report. However,

The Company pursuant to provisions of Section 230 and 232 of Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, filed the Scheme of Amalgamation between CMI Energy India Private Limited (wholly owned Subsidiary Company) {"the Transferor Company"} and CMI Limited {"the Transferee Company"} before Hon''ble National Company Law Tribunal (NCLT), Principal Bench, New Delhi, with effect from 01.03.2016 being the Appointed Date. The Transferor and the Transferee Companies have obtained the approval from their respective Board of Directors in their Board Meetings held on 21st May, 2018. The aforesaid Scheme was also approved by the Secured Creditors, Unsecured Creditors and Members of the Transferee Company and by the Secured and Unsecured Creditors of the Transferor Company in their meetings held on 28^th July, 2018, under the supervision of the Hon''ble NCLT, Principal bench, New Delhi and in compliance with the provisions as stated in the Order dated 13.06.2018 duly issued by the Hon''ble NCLT. The Members of the Transferor Company accorded their approval by giving their No-Objection to the Scheme. The matter is pending with the Hon''ble NCLT for its final approval.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

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

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31st March, 2018, the Company has one wholly-owned subsidiary, i.e. CMI Energy India Private Limited (formerly known as General Cable Energy India Private Limited) and pursuant to provisions of Section 129 (3) of the Companies Act, 2013, Regulation 33 and any other applicable provisions of SEBI Listing Obligations and Disclosure Requirements Regulations (LODR), 2015 and Indian Accounting Standards (Ind AS)-110, the Consolidated Financial statements of the Company including of its subsidiary company, duly audited by the Statutory Auditors of the Company, have been prepared and forms part of the Annual Report.

A report in Form AOC-1 stating the performance and financial position of its subsidiary Company pursuant to provision of Section 139 read with Rule 5 of Companies (Accounts) Rules, 2014 of the Companies Act, 2013 is annexed and marked as Annexure 2.

As on 31st March, 2018, the Company has a step down subsidiary in the name of CMI Agro Limited which is a wholly owned subsidiary of CMI Energy India Private Limited.

Further, pursuant to the provisions of section 136 of the Act, the Company''s consolidated financial statements along with relevant documents and separate audited financial statement of subsidiaries are available on the website of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNELS:

Change in Directorship

- During the year, Mr. Ramesh Chand, Non-executive Independent Director has resigned w.e.f 29th March, 2018 from the Board of Directors of the Company.

- As on date the Company has total 6 Directors with an Executive Chairman, which includes 2 Executive Directors, 4 Non-executive Independent Directors inclusive of 1 Women Director. The Board consists of following members:

Sr. No.	Name of Director	DIN	Designation
1	Mr. Amit Jain	00041300	Chairman cum Managing Director
2	Mr. Vijay Kumar Gupta	00995523	Whole-Time Director
3	Mr. Pyare Lal Khanna	02237272	Non-Executive Independent Director
4	Mrs. Archana Bansal	01129623	Non-Executive Independent Director
5	Mr. Kishor Punamchand Ostwal	00460257	Non-Executive Independent Director
6	Mr. Manoj Bishan Mittal	00282676	Non-Executive Independent Director

Changes in Key Managerial Personnel

- Mr. Amit Jain, Chairman cum Managing Director; Mr. Vijay Kumar Gupta, Whole time Director; Mr. Rattan Lal Aggarwal, Chief Financial Officer and Mr. Subodh Kumar Barnwal, Company Secretary are the KMPs of the Company as per provisions of the Act.

- Directors liable to retire by rotation

Mr. Vijay Kumar Gupta is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

None of the Directors are disqualified under the provisions of the Companies Act, 2013.

Declaration by Independent Directors

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the SEBI (LODR), Regulations, 2015.

Evaluation of the Board, its Committees and Individual Directors

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-executive Directors and Executive Directors.

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees. The Board of Directors were assisted by the Nomination and Remuneration Committee. Some of the performance indicators based on which evaluation takes place are experience, expertise, knowledge and skills required for achieving strategy and for implementation of best governance practices which ultimately contributes to the growth of the Company in compliances with all policies of the Company.

COMMITTEE OF THE BOARD

A. Audit Committee

As on 31.03.2018, the Composition of Audit Committee is as under:

Mr. Pyare Lal Khanna, Independent Director	Chairman
Mrs. Archana Bansal, Independent Director	Member
Mr. Vijay Kumar Gupta, Whole-time Director	Member

The Board of Directors in their meeting held on 21st May, 2018 approved the reconstitution of the Committee and thereafter the Committee comprises of the following members:

Mr. Kishor Punamchand Ostwal, Independent Director	Chairman
Mr. Pyare Lal Khanna, Independent Director	Member
Mr. Vijay Kumar Gupta, Whole-time Director	Member

The above composition duly meets the requirements of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

Mr. Subodh Kumar Barnwal acts as Secretary of the Committee.

All recommendations made by the Audit Committee were accepted by the Board.

B. Nomination & Remuneration Committee

In adherence of Section 178 of Companies Act, 2013, the Board of Directors of the Company in their Meeting held on November 20, 2015 approved a policy for determining Directors'' appointment, their remuneration including criteria for ascertaining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the policy are formulating criteria for determining qualifications, positive attributes and independence of a director, identifying persons who are qualified to become Directors and who may be appointed in Senior Management and as KMPs of the Company in accordance with the criteria laid down, recommend to the Board their appointment and removal, recommending to the Board a policy relating to the remuneration of the Directors, Senior Management, KMP and other employees, as may be applicable, formulating criteria for evaluation of Independent Directors and the Board and carry out evaluation of every Director''s performance, devising a policy on Board diversity, ensuring that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully, ensuring the relationship of remuneration to performance is clear and meets appropriate performance benchmarks, carrying out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable and performing such other functions as may be necessary or appropriate for the performance of its duties.

The Composition of Nomination & Remuneration Committee comprises of Mr. Pyare Lal Khanna, Independent Director as Chairman, Mr. Manoj Bishan Mittal, Independent Director as Member and Mrs. Archana Bansal, Independent Director as Member of the Company.

The above composition duly meets the requirements of Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

Mr. Subodh Kumar Barnwal acts as Secretary of the Committee.

Accordingly, in order to comply with the aforesaid provisions the following policies are available on the website of the Company

(http://www.cmilimited.in/img/pdf/NOMINATION_AND_REMUNERATION_COMMITTEE):

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

C. Stakeholder Relationship Committee

In adherence with Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Stakeholder Committee is responsible for all matters concerning the share transfers, transmissions, issue of duplicate share certificates and attending grievances of the shareholders.

The Composition of Audit Committee is as under:

Mr. Pyare Lal Khanna	Chairman
Mr. Vijay Kumar Gupta	Member
Mrs. Archana Bansal	Member

Mr. Subodh Kumar Barnwal acts as Secretary of the Committee.

D. Corporate Social Responsibility Committee

The Company has constituted a Corporate Social Responsibility Committee to discharge the duties stipulated under Section 135 of the Companies Act, 2013 which includes formulation and recommendation to the Board, a Corporate Social Responsibility (CSR) Policy indicating the amount to be undertaken by the Company as per Schedule VII of the Companies Act, 2013, recommendations of the amount of expenditure to be incurred and monitoring CSR Policy of the Company.

The Composition of Corporate Social Responsibility Committee is as under:

Mr. Pyare Lal Khanna	Chairman
Mr. Vijay Kumar Gupta	Member
Mrs. Archana Bansal	Member

Mr. Subodh Kumar Barnwal acts as Secretary of the Committee.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 3 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employee(s) are free to report violations of applicable laws and regulations and the Code of

Conduct. Employees may also report to the Chairman of the Audit Committee. During the financial year, no employee was denied access to the Audit Committee. The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld.

The policy is available on our website http://www.cmilimited.in

PREVENTION OF SEXUAL HARASSMENT

The Company, in its endeavour, for zero tolerance towards sexual harassment at the workplace, has adopted Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Policy. The Policy governs to maintain ethics, transparency and accountability by ensuring that the working environment at all our locations is conducive to fair, safe and harmonious relations based on mutual trust and respect between all associates of the Company. The Company has complied with provisions relating to constitution of Internal Compliant Committee (''ICC'') under the policy which provides forum to all female personnel to lodge complaints herewith for redressal. The Policy aims to provide the effective enforcement of basic human right of gender equality and protection from sexual harassment and abuse.

During the year, there was no complaint lodged with the ICC.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements read together with Notes annexed to and forming an integral part of the financial statements.

RELATED PARTY TRANSACTIONS:

In adherence with provision of Section 188 and as per provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company entered into the Related Party Transactions during the financial year 2017-18 and Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) are included in Form AOC- 2 (Annexure - 4). The Company has also entered into the transaction as per Indian Accounting Standard 24 (Ind AS-24) and the same has been disclosed in the Note 40 A and B of notes to the Financial Statements for the year ended 31st March, 2018.

EXTRACT OF THE ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT 9 is a part of this Annual Report and is annexed as Annexure 5 and is also available on the website of the Company at http://www.cmilimited.in.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Sub-section (5) of Section 134 of the Companies Act, 2013 with respect to the Director''s Responsibility Statement, it is here by confirmed that:

i. In the preparation of the Annual Accounts for the year ended 31st March, 2018 the applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and no material departures have been made from the same.

ii. Appropriate Accounting Policies have been selected and applied consistently and have made judgements 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, 2018 and of the profit of the Company for that year ended on that date except to the extent mentioned in notes to accounts.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on a going concern basis.

v. The internal financial controls to be followed by the Company had been laid down and that such internal financial controls are adequate and were operating effectively.

vi. The proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS:

Board Meeting:

During the year ten (10) Board Meetings and one Independent Directors'' Meeting were held. The details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were adhered to while considering the time gap between the two meetings.

SHARE CAPITAL

The Company''s shares are listed on the BSE Limited and National Stock Exchange of India Limited (NSE) and are traded on both the stock exchanges actively.

a) EQUITY SHARES

The Board of Directors of the Company at their meeting held on 17th April, 2017 have allotted 2,50,000 Equity Shares @ Rs.300/-per equity share (including premium of Rs 290/- per share), to promoter, on a preferential basis in accordance with provisions specified under Chapter VII of SEBI (ICDR) Regulations, 2009.

The Company has filed listing application for listing of above said 2,50,000 Equity Shares and received Listing Approval of 2,50,000 Equity shares from the BSE Limited and National Stock Exchange of India Limited vide its letter no DCS/PREF/SD/PRE/1946/2017-18 dated May 24, 2017 and NSE/LIST/11601 dated May 26, 2017 respectively and received trading approval from BSE Limited and National Stock Exchange of India Limited vide its letter no DCS/PREF/TP/SD/4920/2017-18 dated 19th June, 2017 and NSE/LIST/12132 dated July 20, 2017 respectively.

The Company has made preferential allotment of shares during the year and duly complied the requirements of section 42 and 62 of the Companies Act, 2013. Accordingly, the amount raised have been applied for the purpose for which funds were raised.

As stated in the Notice of EGM dated 22.02.2017 in compliance with the requirements of SEBI (Issue of capital and Disclosure Requirements) Regulations, 2009, the Company has utilized the amount received from preferential allotment for meeting the long term working capital requirements of the Company.

DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules. The Company did not have any unclaimed or overdue deposits as on March 31, 2018.

HUMAN RESOURCES

Your Company has put in place effective human resource acquisition and maintenance function, which is benchmarked along with best corporate practices designed to meet the organizational needs and it takes pride in its highly motivated manpower that contributed its best to the Company. The Employees'' relations within the organization have been very cordial and harmonious during the year.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company is committed to maintain highest standards of Corporate Governance and adhere to Corporate Governance requirement set out by SEBI. The Company has also implemented best Corporate Governance practices. Your Company has taken adequate steps to adhere to all the stipulations as per the relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the FY 2017-18.

As per SEBI LODR Regulation

- A report on Corporate Governance Report is included as a part of this Annual Report.

- Certificate of the CFO and Managing Director, inter alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measure and reporting of matters to the Audit Committee, is attached and forms part of this report.

- Certificate from the Practicing Company Secretaries confirming the compliance with the conditions of Corporate Governance is attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been included in the Management Discussion and Analysis section which forms part of the Annual Report.

HEALTH, SAFETY AND ENVIRONMENTAL (HSE) REVIEW

CMI Limited is committed to maintain highest standards in the areas of Health, Safety and Environment. It has made good progress in these areas with no fatal accident reported during the Period.

With an aim to certify its operational location, CMI Limited, Plot No. 71 & 82, Sector-06, Faridabad, Haryana-121006 with the integrated Management system OHSAS 18001 and ISO 14001 - Occupational Health, Safety and Environment, CMI Limited has got externally accreditation for its said manufacturing location by M/s American Quality Assessors.

CMI Energy India Private Limited, wholly owned subsidiary of the Company having factory located at Village Bhatouli Khurd, Tehsil-Nalagarh, Baddi, District-Solan-173205, Himachal Pradesh has obtained certification of OHSAS 18001:2007 regarding Occupational Health and Safety Management System, ISO 14001-2015 for Environmental Management System from Gotek Global Certification Pvt. Ltd, and ISO 9001:2015 for quality management system from QMS Certification Services Pvt. Ltd.

MANAGERIAL REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is mentioned in Annexure - 6

No employees is in receipt of remuneration as specified under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE

The disclosure of particulars with respect to conservation of energy, technology absorption, research and technology and foreign exchange earnings and outgo pursuant to Section 134 (3)(m) of the Companies Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, forming part of the Directors'' Report are as under:

A. Conservation of Energy:

a) Energy conservation measures taken:-

A number of energy conservation techniques were initiated and successfully implemented which helped in improving efficiency levels.

Some of the key initiatives were as follows:-

In the existing manufacturing units the Company continued various initiatives to conserve/reduce environmental impact, by adapting to green manufacturing and concept of "Reduce, Reuse and Recycle" viz.

- Efficient maintenance and daily monitoring of Capacitor Bank for improvement of Power Factor.

- Replacing energy inefficient equipment with new technologies which are efficient with AC Drives.

b) The capital investment on energy conservation equipment or any other additional investments and proposals, if any, being implemented for reduction of consumption of energy:-

No material capital investment on energy conservation equipment or any other investment was made for reduction of consumption of energy during the financial year and no separate records were kept for costs incurred on proper maintenance of all machineries and equipment.

c) Impact of measures on (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:-

The energy conservation measures maintained during the year have resulted into yearly saving and thereby lowered the cost of production by equivalent amount. These measures have also led to better pollution control, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity.

B. Technology Absorption, Adaptation & Innovation :

a) Efforts, in brief, made towards technology absorption, adoption and innovation Energy conservation, upgradation in manufacturing and efficiency improvement

- Use of energy efficient LED and CFL lamps in whole plant.

- Recycling the vacuum Pump cooling water for environment saving.

- Company now updated with manufacturing of all types of cable.

- New and upgraded technology has been followed for energy conservation.

b) Benefits derived as a result of the above efforts

- Reduction in power usage and thereby reducing cost of production.

- Environmental saving.

- Improved efficiency and productivity.

- Cost and time saving.

C. Research and Development:

Standalone basis:

Specific areas in which R&D carried out by the Company	Product Development and process improvement
Benefits derived as a result of the above R&D	The company can manufacture all types of cable in the area in which it operates
Future plan of action	Technology Upgradation
Expenditure on R&D	Capital Expenditure: Rs. 3.13 Lakh Recurring Expenditure: Rs. 3.75 Lakh

Consolidated basis:

Specific areas in which R&D carried out by the Company	Product Development and process improvement
Benefits derived as a result of the above R&D	The company can manufacture all types of cable in the area in which it operates
Future plan of action	Technology Upgradation
Expenditure on R&D	Capital Expenditure: Rs . 3.13 Lakh Recurring Expenditure: Rs. 6.33 Lakh

D. Foreign Exchange Earnings and Outgo:

a) Activities relating to export, initiative to increase exports, development of new export markets for Products and Services and Export Plan.

- The Company has continued to maintain its focus and availed export opportunities based on economic considerations. The Company is continuously exploring new international markets and has exported sample orders. During the year on standalone and consolidated basis the Company has exports worth Rs.3.52 Lakh from export of Cables.

b) Total Foreign Exchange Expenditure:

- Standalone and Consolidated basis:

Amount in Rs. Lakh

i. CIF value of imports 279.05

ENVIRONMENTAL REVIEW

The Company has a defined environmental policy which is being followed rigorously by one and all across the organization. There were no environmental issues at the CMI plant and the statutory compliance was in line with Governmental requirements.

The Pollution Control parameters as defined by the State Pollution Control Board were totally adhered to and effluent discharge levels were well within the prescribed limits. Air pollution has been tested and was in line with the requirement. Noise pollution level was contained by fixing all the generators in sound proof acoustic enclosures.

INDUSTRIAL RELATIONS

The Company has taken various steps to improve productivity across organization. Industrial relations remained harmonious at the manufacturing unit of CMI.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Registrar and Transfer Agent, Financial Institutions, Business Associates, Media and Employees at all levels in ensuring an excellent all around operational performance.

By Order of the Board

CMI Limited

Amit Jain

Date: 31.10.2018 Chairman cum Managing Director

Place: New Delhi DIN - 00041300

Registered Office:

Flat No. 501 - 503, 5th Floor, New Delhi House,

27 Barakhamba Road, New Delhi -110001

Email Id: info@cmilimited.in

Mar 31, 2016

To, The Members of CMI Limited

The Board of Directors presents the Forty Nine (49^th) Annual Report on the business and operations together with the Company''s Audited Financial Statements and the Auditor''s Report thereon for the financial year ended 31^st March, 2016.

Financial Performance Summary (Rs. in Lakhs)

Financial Results	FY2015-16	FY2014-15
Total Revenue	24,170.54	13,727.73
Less: Total Expenditure excluding Depreciation	21,596.37	12,727.22
Profit before Depreciation and Tax	2,574.17	1,000.51
Less: Depreciation	127.90	87.77
Add: Exceptional items	5.58	0.64
Profit Before Tax	2,451.85	913.38
Less: Provision for Tax	(752.253)	(282.976)
Net Profit for the Year carried to the Balance Sheet	1,699.60	630.40

OVERALL REVIEW

Overall, FY2015-16 has been a very successful year; there is an increase of about 77.0% in the turnover of your Company. The profit before depreciation and tax has increased by 157.3% while the net profit has increased by 169.6%. Your Company has adopted adequate cost control measures throughout the year, and has been aggressive in its quest for new business and maintained pricing disciplines. This helped to deliver a decent revenue growth during the year, with major improvement in margins. Your Company continues to focus on production of quality cables to broaden its customer base and to set a benchmark in the competitive market. With stable government at centre, the long term outlook of cable industry is expected to be favourable, driven by power sector reforms, modernization of railways, new metro railways and other infrastructures developmental projects.

DIVIDEND

The Board, in its meeting held on 03^rd December, 2015 declared an interim dividend of Rs. 1/- per equity share of the face value of Rs. 10/- each fully paid up.

Total interim dividend (excluding dividend distribution tax) for the current year is Rs. 133.774 Lakhs as against Nil in the previous year. Total dividend (including dividend tax) as a percentage of net profit after tax is 9.47% as compared to Nil in the previous year.

The Board of Directors does not recommend any final dividend for the financial year ended 31^st March, 2016.

RESERVES

During the year under review, your Company has transferred an Amount of Rs. 1,699.59 Lakhs to General Reserves.

AUDITORS AND THEIR REPORT

M/s J. K. Manocha & Associates, Chartered Accountants, Delhi, (Firm Registration No. FRN: 007345N), the Statutory Auditors of the Company, who retires at the conclusion of this Annual General Meeting (AGM), being eligible, offer themselves for re-appointment as Statutory Auditors of the Company from the conclusion of this ensuing 49^th AGM up to the conclusion of the 50^th AGM to be held in the year 2017.

Accordingly, in terms of the first proviso of section 139 of the Companies Act, 2013 and based upon the recommendation of Audit Committee and Board of Directors, the re-appointment of M/s J. K. Manocha & Associates, Chartered Accountant, Statutory Auditor is being sought from the Members at the ensuing 49^th AGM.

The observations made in the Auditor''s Report on the audited accounts of the Company for the year ended 31^st March, 2016, are self explanatory and therefore, do not require further explanation. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

Since the tenure of M/s J. K. Manocha & Associates as Statutory Auditor of the Company is getting over at 50^th AGM, hence in order to comply with the provisions of Section 139 of the Act and to ensure a better understanding of system and practices followed in the Company before change in Auditors, it is proposed to appoint M/s. Krishna Neeraj & Associates, Chartered Accountants, (Firm Registration No.023233N) as the Statutory Auditors of the Company, to hold office from the conclusion of 49^th Annual General Meeting until the conclusion of the 54^th Annual General Meeting of the Company. However, with a view to gain the benefit of expertise and long association with M/s J. K. Manocha & Associates, it is proposed to appoint joint statutory auditors for the financial year 2016-17 as it will also ensure smooth transition. Accordingly, it is proposed to appoint M/s J. K. Manocha & Associates and Krishna Neeraj & Associates, Chartered Accountants, as Joint Statutory Auditors for the financial year 2016-17.

A special notice has been received under section 140(4)(i) of the Companies Act, 2013 from a member proposing appointment of M/s Krishna Neeraj & Associates, Chartered Accountants, as the statutory auditors. The Audit Committee has considered the qualification and experience of the proposed statutory auditors and has recommended their appointment as above.

Documents related to the appointment of M/s J. K. Manocha & Associates and Krishna Neeraj & Associates as Statutory Auditors shall remain open for inspection by the members at the registered office of the Company during normal business hours on any working day.

COST AUDITOR

The Directors have appointed M/s Ajay Kumar Singh and Co., Cost Accountants, as Cost Auditor to audit the accounts relating to cable manufacturing for the financial year ending 31^st March, 2017.

INTERNAL AUDITORS

Ms. Sarita Yadav, Internal Auditor of the Company, presents report and makes presentations to the audit committee on internal audit, which is reviewed by the audit committee from time to time.

SECRETARIAL AUDITOR

Pursuant to provision of Section 204 of the Companies Act, 2012, and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Himanshu Sharma & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2015-16.

The Secretarial Audit Report is annexed as Annexure -1. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROL SYSTEM

Your Company has a well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. Your Company''s internal control system comprises audit and compliance by in-house internal Audit Division. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. The independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditor to the Audit Committee of the Board.

CREDIT RATING

During the year under review, your Company has improved its long term credit rating to CARE BBB-. The BBB- awarded by Care Analysis and Research Limited (CARE) reflects moderate degree of safety regarding timely servicing of financial obligation. Your Company''s short term credit rating has also improved to CARE A3 by Care Analysis and Research Limited (CARE), reflecting moderate degree of safety regarding timely payment of financial obligations.

SEGMENT WISE PERFORMANCE:

Your Company operates only in one segment.

MATERIAL CHANGES:

There are following material changes and commitments, affecting the financial position of the Company between the end of financial year of your Company and the date of Director''s Report:

- Your Company has applied for the listing of above said 7,00,000 Equity shares on 08^th June, 2016 and received Listing Approval of 7,00,000 Equity shares from the Bombay Stock Exchange Limited vide its letter no. DCS/PREF/AM/FIP/1154/2016-17 dated 01^st July, 2016. The Board of Directors of your Company at their meeting held on 19^th March, 2016 had allotted these Equity shares consequent to conversion of 7,00,000 warrants issued @ Rs. 101/- per warrant (including premium of Rs 91/-per warrant), to promoters, on a preferential basis in accordance with provisions specified under Chapter VII of SEBI (ICDR) Regulations, 2009.

- During the year, pursuant to the provisions of Section 391 to 394 of the Companies Act, 1956 and all other applicable provisions, if any, of the Companies Act, 1956 as well as the provisions of Companies Act, 2013, as and when the said provisions become applicable (hereinafter collectively referred to as "Acts") and subject to the necessary sanction(s), approval(s), confirmation(s) by the Hon''ble High Court of Delhi at New Delhi or National Company Law Tribunal, the Board of Directors at their Board Meeting held on 30^th March, 2016, approved the scheme of Scheme of Amalgamation by and between CMI Energy India Private Limited (formerly known as General Cable Energy India Private Limited) (Transferor Company) and CMI Limited (Transferee Company) with effect from 01^st March, 2016 being the Appointed Date upon and subject to the terms and conditions as contained in the Scheme of Amalgamation.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENTS:

Your Company has in place adequate internal financial controls with reference to financial statements.

During the year, such controls were checked and no reportable material weaknesses were observed.

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year.

During the year, the Company has acquired 100% shareholding of CMI Energy India Private Limited (previously known as General Cable Energy India Private Limited).

Performance & Financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1, appended as Annexure -2 is attached to the Report.

DIRECTORS AND KEY MANAGERIAL PERSONNELS:

Change in Directorship

Ms. Archana Bansal was appointed as an Additional Director of the Company w.e.f. 01^st May, 2015 and regularised as an Independent Director in 48^th AGM held on 29^th September, 2015, for five consecutive years, up to 30^th April, 2020.

Ms. Himani Jain and Mr. Abhishek Aggarwal who were appointed as Additional Directors of the Company w.e.f. 31^st March, 2015 had resigned as Additional Directors of the Company w.e.f. 01^st May, 2015.

Mr. Kishor Punamchand Ostwal and Mr. Manoj Bishan Mittal have been appointed as the Additional Directors of the Company w.e.f. 29^th July, 2016 who will be regularized as the Independent Directors at the ensuing 49^th Annual General Meeting.

Changes in Key Managerial Personnel (KMP)

Mr. Raj Kumar resigned as Chief Financial Officer w.e.f. 01^st March, 2016 and Mr. Ghan Shyam Dass was appointed as Chief Financial Officer of the Company w.e.f. 01^st March, 2016 in place of Mr. Raj Kumar.

Mr. Amit Jain, Chairman Cum Managing Director; Mr. V. K. Gupta, Whole-time Director; Mr. Ghan Shyam Dass, Chief Financial Officer and Mr. Subodh Kumar Barnwal, Company Secretary are the KMPs of the Company as per provisions of the Act.

Directors liable to retire by rotation

Mr. Vijay Kumar Gupta is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Re-appointment of Chairman cum Managing Director

Mr. Amit Jain was re-appointed as Managing Director of your Company at 45^th AGM held on 29^th September, 2012 for a period of three years w.e.f. 01^st October, 2012. Due to his foresightedness and hard work, the Company is growing continuously under his leadership. Considering his valuable efforts, the Board of Directors at their meeting held on 29^th September, 2015, on recommendation of Nomination and Remuneration Committee, re-appointed him as Chairman cum Managing Director of the Company w.e.f. 01^st October, 2015 till 30^th September, 2020, for five years subject to approval of shareholders at this AGM.

Increase in remuneration of Chairman cum Managing Director and Whole-time Director

The Board of Directors of your Company, at their meeting held on 29^th July, 2016, subject to approval of the shareholders of the Company, has proposed to increase the remuneration payable to Mr. Amit Jain, Chairman Cum Managing Director and Mr. V. K. Gupta, Whole-time Director upto the remaining tenure of their appointment. The requisite resolution along with the explanatory statement is provided in the notice convening the ensuing Annual General Meeting.

A brief resume and other relevant details in respect of all the above Directors, being proposed for appointment and re-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 appointment and re-appointment of Directors as aforesaid.

None of the Directors of your Company is disqualified under the provision of the Companies Act, 2013.

Declaration by Independent Directors

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the SEBI (LODR), Regulations, 2015.

As on the date of this report, the Board consists of following members:

Sr. No.	Name of Director	DIN	Designation	Date of Appointment
1	Mr. Amit Jain	00041300	Chairman cum Managing Director	01^st October, 2002
2	Mr. Pyare Lal Khanna	02237272	Independent Director	30^th September, 2004
3	Mr. Vijay Kumar Gupta	00995523	Whole-time Director	15^th January, 2009
4	Mr. Ramesh Chand	02759859	Independent Director	27^th February, 2009
5	Mrs. Archana Bansal	01129623	Independent Director	01^st May, 2015
6*	Mr. Kishor Punamchand Ostwal	00460257	Additional Director	29^th July, 2016
7*	Mr. Manoj Bishan Mittal	00282676	Additional Director	29^th July, 2016

*The Board proposed to regularize Mr. Kishor Punamchand Ostwal and Mr. Manoj Bishan Mittal as the Non-Executive Independent Directors at the ensuing 49^th Annual General Meeting who were appointed as Additional Directors w.e.f. 29^th July, 2016.

Evaluation of the Board, its Committees and Individual Directors

Your Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

COMMITTEE OF THE BOARD

A. Audit Committee

i. Composition of Audit Committee : The Audit Committee comprises two Independent Directors namely, Mr. Ramesh Chand (Chairman) and Mr. Pyare Lal Khanna and Mr. Vijay Kumar Gupta, Executive Director as other members.

ii. Reasons for not accepting the : All the recommendations made by the Audit Committee recommendations of the Audit were accepted by the Board.

Committee, if any

B. Nomination & Remuneration Committee

The policies have been laid down by the Nomination And Remuneration Committee for remuneration of Directors, KMPs & other employees and the criteria have been formulated by the committee for determining qualifications, attributes & independence of a Director.

Pursuant to section 178 (3) of Companies Act, 2013, the Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Director, key Managerial Personnel and other employees.

Accordingly, in order to comply with the aforesaid provisions the following policies are available on the website of your Company (www.cmilimited.in):

a. Policy for selection of Directors and determining Directors independence; and

b. Remuneration Policy for Directors, Key Managerial Personnel and other employees.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

Your Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. Your Company has a Vigil mechanism and Whistle Blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the financial year, no employee was denied access to the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Under Section 135 of the Companies Act, 2013, the CSR Committee has been constituted.

The brief outline of the CSR policy of your Company and the initiatives undertaken by your Company on CSR activities during the year are set out in Annexure - 3 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report.

RELATED PARTY TRANSACTIONS:

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) are included in Form AOC- 2 (Annexure - 4).

EXTRACT OF THE ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT 9 is a part of this Annual Report (Annexure - 5).

REGULATORY ACTION:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of your Company in future.

However, the BSE had issued a suspension notice no. 20160304-28 dated 28^th March, 2016 to its trading members which included name of your Company. The suspension was withdrawn by BSE on 31^st March, 2016 in pursuance of orders of Hon''ble High Court of Delhi in Writ Petition W.P.(C) 2857/2016 filed by your Company, on 30^th March, 2016. The matter stands resolved and closed without any adverse findings as communicated by BSE vide their letter dated 15^th June, 2016.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Sub-section (5) of Section 134 of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the Annual Accounts for the year ended 31^st March, 2016, the applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and no material departures have been made from the same.

ii. Appropriate accounting policies have been selected and applied consistently and have 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 31^st March, 2016 and of the profit of the Company for that year ended on that date except to the extent mentioned in notes to accounts;

iv. The Annual Accounts have been prepared on a going concern basis.

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS:

Board Meeting:

During the year, Eighteen (18) Board Meetings and one Independent Directors'' Meeting were held. The Details of which are given in the Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

Extraordinary General Meetings

One Extra ordinary General Meeting was held on 23^rd July, 2015 during FY2015-16.

SHARE CAPITAL

Your Company''s shares are listed on the Bombay Stock Exchange and Delhi Stock Exchange and are traded on Bombay Stock Exchange actively.

Your Company has made application to National Stock Exchange Limited as on 07^th December, 2015 for listing of Company''s Shares.

Equity Shares

- The Company has allotted 19,25,650 Equity shares having face value Rs. 10/- each to Non Promoters and 7,00,000 warrants convertible into equal number of Equity shares to Promoters group, at a premium of Rs 91/- Per Equity Share, on 14^th August, 2015 , in pursuance of resolution for preferential issue passed by the members through Extra ordinary General Meeting on 23^rd July, 2015 and received Listing Approval of 19,25,650 Equity shares from the Bombay Stock Exchange Limited vide its letter no DCS/PREF/KS/FIP/414/2015-16 dated 01^st October, 2015 and trading approval on 31^st October, 2015.

- The Board of Directors of your Company at their meeting held on 19^th March, 2016 has allotted 7,00,000 Equity Shares in consequent to conversion of 7,00,000 warrants issued @ Rs. 101/- per warrant (including premium of Rs 91/- per warrant), to promoters, on a preferential basis in accordance with provisions specified under Chapter VII of SEBI (ICDR) Regulations, 2009.

Your Company has filed listing application for listing of above said 700,000 Equity Shares on 8^th June, 2016 and received Listing Approval of 700,000 Equity shares from the Bombay Stock Exchange Limited vide its letter no DCS/PREF/AM/FIP/1154/2016-17 dated 01^st July, 2016 Your Company has made preferential allotment of shares during the year and duly complied the requirements of section 42 and 62 of the Companies Act, 2013. Accordingly, the amount raised have been applied for the purpose of which funds were raised.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules. Your Company did not have any unclaimed or overdue deposits as on 31^st March, 2016.

HUMAN RESOURCES

Your Company has put in place an effective human resource acquisition and maintenance function, which is benchmarked along with best corporate practices designed to meet the organizational needs and it takes pride in its highly motivated manpower that contributed its best to your Company. The Employees'' relations within the organization have been very cordial and harmonious during the year. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by SEBI. Your Company has also implemented best Corporate Governance practices. Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement (''Listing Agreement'') with the stock exchanges for the period from 01^st April, 2015 to 30^th November, 2015 and as per the relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulation) for the period from 01^st December, 2015 to 31^st March, 2016.

As per SEBI Listing Regulation-

- A report on Corporate Governance is included as a part of this Annual Report.

- Certificate from the Practicing Company Secretaries confirming the compliance with the conditions of Corporate Governance is attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The detailed analysis of the operating performance of your Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report.

HEALTH, SAFETY AND ENVIRONMENTAL (HSE) REVIEW

CMI Limited is committed to maintain the highest standards in the areas of Health, Safety and Environment. It has made good progress in these areas with no fatal accident reported during the period.

With an aim to certify its operational location CMI Limited, Plot No. 71 & 82, Sector - 06, Faridabad, Haryana -121006 with the integrated Management system OHSAS 18001 and ISO 14001 - Occupational Health, Safety and Environment, CMI Limited has got externally accreditation for its said manufacturing location by M/s American Quality Assessors.

MANAGERIAL REMUNERATION:

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is mentioned in Annexure - 6. No employees is in receipt of remuneration as specified under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE

The disclosure of particulars with respect to conservation of energy, technology absorption, Research and technology and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, forming part of the Directors'' Report are as under:

A. Conservation of Energy:-

a. Energy conservation measures taken:

A number of energy conservation techniques were initiated on a large scale and successfully implemented which helped in improving efficiency levels.

Some of the key initiatives were as follows:-

In the existing manufacturing units, your Company continued various initiatives to conserve / reduce environmental impact, by adapting to green manufacturing and concept of "Reduce, Reuse and Recycle" viz.

- Efficient maintenance and daily monitoring of capacitor bank for improvement of power factor.

- Replacing energy inefficient equipments with new technologies which are efficient with AC drives.

b. The capital investment on energy conservation equipments or any other additional investments and proposals, if any, being implemented for reduction of consumption of energy:-

No material capital investment on energy conservation equipments or any other investment was made for reduction of consumption of energy during the financial year but no separate records were kept for costs incurred on proper maintenance of all machineries and equipments.

c. Impact of measures on (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:-

The energy conservation measures maintained during the year have resulted into yearly savings and thereby lowered the cost of production by equivalent amount. These measures have also led to better pollution control, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity.

B. Technology Absorption, Adaptation & Innovation

a. Efforts, in brief, made towards technology absorption, adoption and innovation Energy conservation, up-gradation in manufacturing and efficiency improvement

- Use of energy efficient LED and CFL lamps in whole plant.

- Recycling the vacuum pump cooling water for environment saving.

- Company now updated with the manufacturing of all types of cables.

- New and upgraded technology has been followed for energy conservation.

b. Benefits derived as a result of the above efforts

- Reduction in power usage and thereby reducing cost of production.

- Environmental savings.

- Improved efficiency and productivity.

- Cost and time saving.

C. Research and Development

Specific areas in which R&D carried out by your Company	Product development and process improvement
Benefits derived as a result of the above R&D	Your Company can manufacture all types of cables in the area in which it operates.
Future plan of action	Technology up-gradation
Expenditure on R&D	Capital Expenditure: Rs. 5.69 Lakhs Recurring Expenditure: Rs. 8.59 Lakhs

D. Foreign Exchange Earnings and Outgo

a. Activities relating to export, initiative to increase exports, development of new export markets for products and services and export plan

Your Company has continued to maintain its focus and avail of export opportunities based on economic considerations. During the year, your Company had exports worth Rs. 3,02,05,893/-(including excise duty) from export of Cables.

b. Total Foreign Exchange earned and used:

Amount in Rs.

a.	Total Foreign Currency Earned	277.72 Lakhs
b.	Total Foreign Currency Used	3,638.58 Lakhs

ENVIRONMENTAL REVIEW

Your Company has a defined environmental policy which is being followed rigorously by one and all across the organization. There were no environmental issues at the CMI plant and the statutory compliance was in line with Governmental requirements.

The pollution control parameters as defined by the State Pollution Control Board were totally adhered to and effluent discharge levels were well within the prescribed limits. Air pollution has been tested and was in line with the requirement. Noise pollution level was contained by fixing all the generators in sound proof acoustic enclosures.

INDUSTRIAL RELATIONS

Your Company has taken various steps to improve productivity across the organization. Industrial relations remained harmonious at the manufacturing unit of CMI.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Government and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Registrar and Transfer Agent, Financial Institutions, Business Associates, Media and their agencies and Employees at all levels in ensuring an excellent all around operational performance.

By Order of the Board

CMI Limited

Amit Jain

Place: New Delhi Chairman Cum Managing Director

Date: 29^th July, 2016 DIN -00041300

Registered Office:

501 - 503, New Delhi House

27, Barakhamba Road, New Delhi - 110001

Email Id: info@cmilimited.in

Mar 31, 2015

TO THE MEMBERS OF CMI LIMITED

The Board of Directors present the Forty Eighth (48th) Annual Report on the business and operations of the Company, together with the Audited Financial Statement FY 2014-15. As required under the Ministry of Corporate Affairs' General Circular 08/2014 No. 1/19/2013-CL-V dated April 4, 2014, the Financial Statements and other reports required to be attached to the Annual Report for FY 2014-15 are governed by the relevant provisions, schedules, rules of the Companies Act, 2012.

FINANCIAL PERFORMANCE SUMMARY (Rs. in lacs)

Financial Result 2015 2014

Net revenue (excluding excise duty) 13728.37 10640.99

Less: Total Expenditure excluding Depreciation 12727.22 10278.67

Profit before Depreciation and Tax 1001.15 362.32

Less: Depreciation 87.77 82.21

Profit Before Tax 913.37 280.11

Less: Provision for Tax 347.00 105.00

Add: Previous Year Adjustments 64.02 1.72

Net Profit for the Year carried to the Balance Sheet 630.40 176.83

OVERALL REVIEW

Overall, 2014-15 has been a very successful year; there is an increase of 29.01% in the turnover of the Company. The Profit before depreciation and tax has increased by 176.32% while the Net Profit has increased by 256.50%. The Company has adopted adequate cost control measures throughout the year, and aggressive in its quest for new contracts, executed on its full services strategy and maintained pricing disciplines. This helped to deliver a decent revenue growth along the year with major improvement in margins. Your Company continues to focus on production of quality cables to broaden its customer base and to set a benchmark in the competitive market. With the expectation of the stable new government in place at centre, the long term outlook of cable industry is expected favorable, driven by Power Sector Reform, Modernization of Railways and other Infrastructures

Development. Taking clue from such positive development, turnaround scenario is envisaged during the latter part of the financial year 2015-16. With growth in Power sectors, Railways and other infrastructure development cable industry is set to grow as well.

DIVIDEND

The Company needs further funds to enhance its business operations, to up grade the efficiency of its plant and to meet out the deficiencies in working capital. Therefore, the management is of the view that the profits earned during the year must be retained and redeployed for the operations of the Company.

Therefore, the Directors do not recommend any dividend on Equity Shares for the financial year 2014-15.

AUDITORS AND THEIR REPORT

M/s J. K. Manocha & Associates, Chartered Accountants, Delhi, (Firm Registration No. FRN: 007345N) Statutory Auditors of the Company, who retires at the conclusion of this Annual General Meeting, and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the Fifty Annual General Meeting to be held in the year 2017 of the Company. 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 appointment of statutory auditors as proposed in the said notice.

COST AUDITOR

The Directors have appointed M/s Ajay Kumar Singh and Co., Cost Accountants, as Cost Auditor to audit the accounts relating to cable manufacturing for the financial year ending March, 31 2016.

INTERNAL AUDITORS

Ms. Sarita Yadav, performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

SECRETARIAL AUDITOR

Pursuant to provision of Section 204 of the Companies Act, 2012, and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors has appointed M/s Himanshu Sharma & Associates, Practicing Company Secretary for conducting Secretarial Audit of the Company for the financial year 2014-15.

The Secretarial Audit Report is annexed as Annexure-A. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROL SYSTEM

The Company has a well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company's internal control system comprises audit and compliance by in-house internal Audit Division. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

CREDIT RATING

During the year under review the Company has enhanced to its long term credit rating of BBB-. The BBB- awarded by Care Analysis and Research Limited (CARE) reflects moderate degree of safety regarding timely servicing of financial obligation. The Company's short term credit rates as A4 by Care Analysis and Research Limited (CARE), reflects minimal degree of safety regarding timely payment of financial obligations.

SEGMENT WISE PERFORMANCE:

Company operates only in one segment.

MATERIAL CHANGES:

There are following material changes and commitments, affecting the financial position of the company between the end of financial year of your Company and the date of Director's Report:

- This Company has allotted 19,25,650 equity shares and 7,00,000 Warrants convertible into equal number of equity shares at Rs. 101/- each (Face value of Rs. 10/- plus Premium of Rs. 91/- Per Equity Share/Warrant) calculated in compliance with provisions of Regulation 76(1) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and subsequent amendments thereto, with approval of shareholders in the Extraordinary General Meeting held on 23rdJuly, 2015.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

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

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

The names of companies which have Not Applicable become or ceased to be its Subsidiaries, joint ventures or associate companies during the year.

Performance & Financial position of Not Applicable each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

1. DIRECTORS

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Amit Jain, retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

Members'' attention is invited to the provisions of sub-section 13 of Section 149 of the Companies Act, 2013, effective from 1st April, 2014. As per the said provisions, the independent directors are not required to retire by rotation i.e. they are now becoming non rotational director. In view of the above, it is proposed to appoint the independent directors for a fixed period of 5 cosecutive years not liable to retire by rotation within this term. Accordingly, Shri Pyare Lal Khanna and Shri Ramesh Chand non-executive independent directors, are proposed to be appointed for a fixed term of five years not liable to retire by rotation within the said term.

The Board of Directors of the Company has, at their meeting held on 27th June, 2015, subject to approval of the shareholders of the Company, propose to increase the remuneration of Shri Amit Jain Managing Director upto the remaining tenure of his appointment. The requisite resolution along with the explanatory statement is provided in the notice convening the ensuing annual general meeting.

Mrs. Archana Bansal was appointed as an Additional Director on 01.05.2015 to hold office till 48th AGM. The Board recommended her regularization as Ordinary Director in the ensuing Annual general Meeting.

Mr. Amit Jain, Managing Director; Mr. V K Gupta, Whole time Director; Mr. Raj Kumar, Chief Financial Officer and Mr. Subodh Kumar Barnwal, Company Secretary are the KMPs of the Company as per provisions of the Act.

A brief resume and other relevant details in respect of all the above directors, being proposed for appointment and re-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 appointment and re-appointment of directors as aforesaid.

None of the Directors of the Company is disqualified under the provision of the Companies Act, 2013. As on the date of this report, Board consists of following members:

Sl. Name of Director DIN Designation Date of No Appointment

1 Mr. Amit Jain 00041300 Managing Director 01.10.2002

2 Mr. Pyare Lal Khanna 02237272 Director 30.09.2004

3 Mr. Vijay Kumar Gupta 00995523 Whole-Time Director 15.01.2009

4 Mr. Ramesh Chand 02759859 Director 27.02.2009

5 Mrs. Archana Bansal 01129623 Additional Director 01.05.2015

EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees. The Board of Directors was assisted by the Nomination and Remuneration Committee. The performance evaluation was carried out by seeking inputs from all the Directors/ Members of the Committees, as the case may be and discussions with the Directors by the Chairman of the NRC.

COMMITTEE OF THE BOARD

A. Audit Committee

i Composition of Audit Committee:

The Audit Committee comprises two Independent Directors namely, Mr. Ramesh Chand (Chairman), Mr. Pyare Lal Khanna and Mr. Vijay Kumar Gupta, executive as other members.

ii) Reasons for not accepting the recommendations of the Audit Committee, if any:

All the recommendations made by the Audit Committee were accepted by the Board.

B. Nomination & Remuneration Committee

Policy laid down by the Nomination And Remuneration Committee for remuneration of Directors, KMP & other employees and the criteria formulated by the committee for determining qualifications, positive attributes, independence of a director.

The following policies of the Company are attached herewith (Annexure 2):

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the financial year, no employee was denied access to the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The provisions of Section 186 of the Act pertaining to granting of loans to any persons or bodies corporate and giving of guarantees or providing security in connection with the loan to any other bodies corporate or persons are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

Section 135 of the Companies Act, 2013, is not applicable to the company.

RELATED PARTY TRANSACTIONS :

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 (Annexure - 3)

EXTRACT OF THE ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (Annexure - 4)

REGULATORY ACTION:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report.

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that:

(i) In the preparation of the Annual Accounts for the year ended 31st March, 2015 the applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and no material departures have been made from the same.

(ii) Appropriate Accounting Policies have been selected and applied consistently and have 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, 2015 and of the profit of the Company for that year ended on that date except to the extent mentioned in notes to accounts;

(iii) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Financial statements have been prepared on a going concern basis.

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS:

Board Meeting:

During the year Twelve (12) Board Meetings and one independent directors' meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

EXTRAORDINARY GENERAL MEETING

No Extra Ordinary General Meeting was held on during the year 2014-2015.

SHARE CAPITAL

The Company's shares are listed on the Bombay Stock Exchange (BSE), and Delhi Stock Exchange (DSE) and are traded on Bombay Stock Exchange actively.

The Company's Shares are delisted from Ahmadabad Stock Exchange (ASE) through letter Ref. No.: 598 dated 5th March, 2015.

(a) EQUITY SHARES

The Company has allotted 70,00,000 Equity shares having face value Rs. 10/- each at a premium of Rs. 15/- Per Equity Share to Promoters and Non Promoters in pursuance of resolution for preferential issue passed by the members through postal ballot on 27th June, 2014 and received Listing and Trading Approval from the Bombay Stock Exchange Limited vide its letter no DCS/PREF/J/FIP/345/2014-15 dated 10th September, 2014.

The Company has allotted 9,17,000 Equity shares having face value Rs. 10/- each at a premium of Rs. 54/- Per Equity Share to Non Promoters (7,57,000 Equity shares on 06th February, 2015 and 1,60,000 Equity shares as on 19th February, 2015) and 7,00,000 warrants convertible into equal number of Equity shares to promoters group, in pursuance of resolution for preferential issue passed by the members through postal ballot on 20th January, 2015 and received Listing Approval from the Bombay Stock Exchange Limited vide its letter no DCS/PREF/UZ/FIP/113/2015-16 dated 13th May, 2015.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of the Companies Act, 2012 read with the Companies (Acceptance of Deposits) Rules. The Company did not have any unclaimed or overdue deposits as on March 31, 2015.

HUMAN RESOURCES

Your Company has put in place effective human resource acquisition and maintenance function, which is benchmarked along with best corporate practices designed to meet the organizational needs and it takes pride in its highly motivated manpower that contributed its best to the Company. The Employee's relations within the organization have been very cordial and harmonious during the year and Human Relation Policies were reviewed and upgraded in line with the Company's future objectives.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of corporate Governance and adhere to corporate governance requirement set out by SEBI. The Company has also implemented best corporate governance practices. The report on Corporate Governance as stipulated under the Listing Agreement forms integral part of this Report.

The Practicing Company Secretaries Certificate on the Compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement forms part of this report.

Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measure and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchange, is attached and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report.

HEALTH, SAFETY AND ENVIRONMENTAL REVIEW (HSE)

CMI Limited is committed to keep the good HSE performance delivered in earlier years. It has made huge progress in the area of process safety with no fatal accident reported during the Period.

With an aim to certify its operational location CMI Limited, Plot No. 71 & 82, Sector-06, Faridabad, Haryana-121006 with the integrated Management system OHSAS 18001 and ISO 14001-Occupational Health, Safety and Environment, CMI Limited has got externally accreditation for its said manufacturing location by M/s American Quality Assessors.

MANAGERIAL REMUNERATION:

Details/ Disclosures of Ratio of Remuneration to each Director to the median employee's remuneration as (Annexure- 5).

ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE

The disclosure of particulars with respect to conservation of energy, technology absorption, Research and technology and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, forming part of the Directors' Report and is as under:

A. CONSERVATION OF ENERGY:

a) Energy conservation measures taken:--

A number of energy conservation techniques were initiated at large scale and successfully implemented. Energy was used more efficiently.

Some of the key initiatives were as follows:-

In the existing manufacturing units various initiatives were undertaken to conserve/reduce environmental impact, by adapting to green manufacturing and concept of "Reduce, Reuse and Recycle" viz.

- Efficient Maintenance and daily monitoring of Capacitor Bank for improvement of Power Factor.

- Replacing energy inefficient equipments with new technologies which are efficient with AC Drives.

- Replaced old boiler with new to conserve on usage of HSD.

- Replaced old generator with new and technology updated generator for conserving energy.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

There was no any investment has made for reduction of consumption of energy during the Financial Year but maintenance of all machineries and Equipments should be done properly.

c) Impact of measures on (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:-- - The energy conservation measures taken during the year have resulted into yearly saving of good amount and thereby lowered the cost of production by equivalent amount. These measures have also lead to better pollution control, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity.

B. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

1. Efforts, in brief, made towards technology absorption, adoption and innovation

Energy Conservation, up gradation in manufacturing and Efficiency improvement

- Use of energy efficient LED and CFL lamps in whole plant

- Recycling the vacuum Pump cooling water for environment saving.

- Company now updated with the manufacturing Of all types of cables

- New and upgraded technology has been followed for energy conservation.

2. Benefits derived as a result of the above efforts

- Reduction in power usage and thereby reducing cost of production.

- Environmental saving.

- Improved efficiency and productivity.

- Cost and time saving.

C. RESEARCH AND DEVELOPMENT

Specific areas in which R&D carried out by the Company

Product Development and process improvement

Benefits derived as a result of the above R&D

The company has started manufacturing High Temperature Rubber cables

Future plan of action

Technology Up gradation

Expenditure on R&D

Capital Expenditure: Rs. 7.82 Lacs Recurring Expenditure: Rs. 6.85 Lacs

D. FOREIGN EXCHANGE EARNINGS AND OUTGO:

1. Activities relating to export, initiative to increase exports, Development of New export markets for Products and Services and Export Plan.

The Company has continued to maintain to focus and avail of export opportunities based on economic considerations. During the year Company has exports worth Rs. 9,19,714/- from export of Sales of Cables.

ENVIRONMENTAL REVIEW

The Company has a defined environmental policy which is being followed rigorously by one and all across the organization. There were no environmental issues at the CMI plant and the statutory compliance was in line with Governmental requirements.

The Pollution Control parameters as defined by the State Pollution Control Board were totally adhered and effluent discharge level was well within the prescribed limits. Air pollution has been tested and was in line with the requirement. Noise pollution level was contained by fixing all the generators in sound proof acoustic enclosures.

INDUSTRIAL RELATIONS

The Company has taken various steps to improve productivity across organization. Industrial relations remained harmonious at the manufacturing unit of CMI.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Government and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Registrar and Transfer Agent, Financial Institutions, Business Associates, Media and their agencies and Employees at all levels in ensuring an excellent all around operational performance.

By Order of the Board CMI Limited

Amit Jain Chairman Cum Managing Director DIN 0041300

Date: 28Th August, 2015

Registered Office: C-483, Yojna Vihar Delhi- 110092 Email Id: info@cmilimited.in.

Mar 31, 2014

Dear Members,

The Board of Directors present the Forty Seventh (47Th) Annual Report on the business and operations of the Company, together with the Audited Financial Statement FY 2013- 14. As required under the Ministry of Corporate Affairs'' General Circular 08/2014 No. 1/19/20 13-Cl-V dated April 4, 2014, the Financial Statements and other reports required to be attached to the Annual Report for FY 2013-14 are governed by the relevant provisions, schedules, rules of the Companies Act, 1956.

FINANCIAL PERFORMANCE SUMMARY

(Rs. in lacs)

2013-14 2012-13

Financial Results

Net revenue (excluding excise duty) 10640.99 8921.46

Less : Total Expenditure excluding Depreciation 10278.67 8569.92

Profit before Depreciation and Tax 362.32 351.54

Less : Depreciation 82.21 104.66

Profit Before Tax 280.11 246.88

Less : Provision for Tax 105.00 100.00

Add : Previous Year Adjustments 1.72 19.52

Net Profit for the Year carried to the Balance Sheet 176.83 166.00

OVERALL REVIEW

Overall, 2013-14 has been a satisfying year; there is an increase of 19.27% in the turnover of the Company. The Profit before depreciation and tax has increased by 3.06% while the Net Profit has increased by 6.52%. The Indian cables market is highly competitive and fragmented with a large number of cable manufacturers in both organized and unorganized sectors. Moreover, with major capacity additions by larger players, and sluggish demand for cables due to economic downturn, the revenues and margins of all the players have been adversely impacted. Although, the Company has adopted adequate cost control measures throughout the year, but due to increase in competition, net Profit did not increase as compared to increase in turnover. The Company was aggressive in its quest for new contracts, executed on its full services strategy and maintained pricing disciplines. This helped to deliver a decent revenue growth along the year with improvement in margins. Your Company continues to focus on production of quality cables to broaden its customer base and to set a benchmark in the competitive market. With the expectation of the stable new government in place at centre, the long term outlook of cable industry is expected favorable, driven by Power Sector Reform, Modernization of Railway and other Infrastructures Development. Taking clue from such positive development, turnaround scenario is envisaged during the latter part of the financial year 2014-15. With growth in power sector, Railway and other infrastructure development cable industry is set to grow as well.

DIVIDEND

The Company needs further funds to enhance its business operations, to up grade the efficiency of its plant and to meet out the deficiencies in working capital. Therefore, the management is of the view that the profits earned during the year must be retained and redeployed for the operations of the Company.

Therefore, the Directors do not recommend any dividend on Equity Shares for the financial year 2013-14.

AUDITORS AND THEIR REPORT

M/s J. K. Manocha & Associates, Chartered Accountants, Delhi, (Firm Registration No. FRN: 007345N) Statutory Auditors of the Company, who retires at the conclusion of this Annual General Meeting, and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the Fifty Annual General Meeting to be held in the year 2017 of the Company. 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, 2014, are self explanatory and therefore, do not require further explanation. Your Directors recommend members" approval for the appointment of statutory auditors as proposed in the said notice.

INTERNAL CONTROL SYSTEM

The Company has a well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company''s internal control system comprises audit and compliance by in-house internal Audit Division. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

CREDIT RATING

During the year under review the Company has sustained its long term credit rating of BB. The BB awarded by Brickwork Ratings reflects moderate risk regarding timely servicing of financial obligation. The Company''s short term credit rates as A4 by Brickwork Ratings, reflects minimal degree of safety regarding timely payment of financial obligations.

DIRECTORS

Shri Vijay Kumar Gupta, retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

Members" attention is invited to the provisions of sub-section 13 of Section 149 of the Companies Act, 2013, effective from 1st April, 2014. As per the said provisions, the independent directors are not required to retire by rotation i.e. they are now becoming non rotational director. In view of the above, it is proposed to appoint the independent directors for a fixed period of 5 cosecutive years not liable to retire by rotation within this term. Accordingly, Shri Pyare Lal Khanna and Shri Ramesh Chand non-executive independent directors, are proposed to be appointed for a fixed term of five years not liable to retire by rotation within the said term.

The Board of Directors of the Company has, at their meeting held on 29th August, 2014, subject to approval of the shareholders of the Company, propose to increase the remuneration of Shri Amit Jain Managing Director upto the remaining tenure of his appointment. The requisite resolution along with the explanatory statement is provided in the notice convening the ensuing annual general meeting.

The Board of Directors of the Company has, at their meeting held on 31st March, 2014, subject to the approval of the shareholders of the Company, Re-appointed Shri Vijay Kumar Gupta as Whole Director of the Company for the period of three years with effect from 1st April, 2014 with remuneration. The requisite resolution along with the explanatory statement is provided in the notice convening the ensuing annual general meeting.

Mr. Nishant Jain has been appointed as an Additional Director as on 1st March, 2014 and he has resigned as on 14th May 2014.

Mr Satish Kumar Chopra was appointed as an Additional Director on 22.08.2014 to hold office till 47st AGM i.e. 30.09.2014. The Board did not recommend his regularization as Ordinary Director in the ensuing Annual general Meeting.

A brief resume and other relevant details in respect of all the above directors, being proposed for appointment and re-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 appointment and re-appointment of directors as aforesaid.

None of the Directors of the Company is disqualified under the provision of Section 274(1) (g) of the Companies Act, 1956.

As on the date of this report, Board consists of following members :

Sl. Name of DIN Designation Date of No. Director Appoint- ment

1 Mr. Amit Jain 00041300 Managing Director 01.10.2002 2 Mr. Pyare Lal Khanna 02237272 Director 30.09.2004

3 Mr. Vijay Kumar Gupta 00995523 Whole-Time Director 15.01.2009

4 Mr. Ramesh Chand 02759859 Director 27.02.2009

5 Mr Satish Kumar Chopra 06954012 Additional Director 22.08.2014

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors confirm that :-

(i) In the preparation of the Annual Accounts for the year ended 31st March, 2014 the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and no material departures have been made from the same.

(ii) Appropriate Accounting Policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period except to the extent mentioned in notes to accounts;

(iii) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Financial statements have been prepared on a going concern basis.

COMMITTEES

The Board of Directors has constituted three Committees of the Board - the Audit Committee, the Stakeholders Relationship Committee'' & Nomination and Remuneration Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Signed minutes of the Board Committee meetings are placed for information of the board. The role and composition of these Committees, including the number of meetings held during the financial year have been provided in this report.

EXTRAORDINARY GENERAL MEETING

No Extra Ordinary General Meeting was held during the year 2013-2014.

SHARE CAPITAL

The Company''s shares are listed on the Bombay Stock Exchange (BSE), Delhi Stock Exchange (DSE) and Ahmadabad Stock Exchange (ASE) and are traded on Bombay Stock Exchange actively.

(a) EQUITY SHARES

Company has allotted 70,00,000 Equity shares of having face value Rs. 10/- each at a premium of Rs 5/- Per Equity Share to promoters and non promoters on 15th July, 2014, in pursuance of resolution for preferential issue passed by the members through postal ballot on June 27, 2014 and receipt of in principle approval from the Bombay Stock Exchange Limited vide its letter no DCS/PREF/NJ/PRE/233/2014-15 dated 9th July, 2014. Company has applied to Bombay Stock Exchange for listing for above equity shares allotted to promoters and non promoters.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules.

HUMAN RESOURCES

Your Company has put in place effective human resource acquisition and maintenance function, which is benchmarked along with best corporate practices designed to meet the organizational needs and it takes pride in its highly motivated manpower that contributed its best to the Company. The Employee''s relations within the organization have been very cordial and harmonious during the year and Human Relation Policies were reviewed and upgraded in line with the Company''s future objectives.

CORPORATE GOVERNANCE

It has always been the Company''s Endeavour to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land.

The Practicing Company Secretaries Certificate on the Compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement forms part of this report.

Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measure and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchange, is attached and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report.

HEALTH, SAFETY AND ENVIRONMENTAL REVIEW HSE

CMI Limited is committed to keep the good HSE performance delivered in earlier years. It has made huge progress in the area of process safety with no fatal accident reported during the Period.

With an aim to certify its operational location CMI Limited, Plot No. 71&82, Sector- 06, Faridabad, Haryana-121006 with the integrated Management system OHSAS 18001 and ISO 14001-Occupational Health, Safety and Environment, CMI Limited has got externally accreditation for its said manufacturing location by M/s American Quality Assessors.

PARTICULARS OF EMPLOYEES

During the year under review none of the employees was in receipt of remuneration more than Rs. 60, 00,000/- per annum, if employed for the whole year or Rs. 5,00,000/- per month, if employed for part of the year. Therefore, the Company is not required to give information pursuant to Section 217(2A) of the Companies Act, 1956.

INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The disclosure of particulars with respect to conservation of energy, technology absorption, Research and technology and foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure Of Particulars on The Report of Board Of Directors) Rules, 1988 forming part of the Directors'' Report and is as under :

A. Conservation of Energy :

a) Energy conservation measures taken :-

A number of energy conservation techniques were initiated at large scale and successfully implemented. Energy was used more efficiently.

Some of the key initiatives were as follows:-

In the existing manufacturing units various initiatives were undertaken to conserve/reduce environmental impact, by adapting to green manufacturing and concept of "Reduce, Reuse and Recycle" viz.

* Efficient Maintenance and daily monitoring of Capacitor Bank for improve- ment of Power Factor.

* Replacing energy inefficient equipments with new technologies which are efficient with AC Drives.

* Replaced old boiler with new to conserve on usage of HSD.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy :-

There was no any investment has made for reduction of consumption of energy during the Financial Year.

c) Impact of measures on (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods :

* The energy conservation measures taken during the year have resulted into yearly saving of good amount and thereby lowered the cost of production by equivalent amount. These measures have also lead to better pollution control, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity.

B. Technology Absorption, Adaptation & Innovation

1. Efforts, in brief, made towards technology absorption, adoption and innovation Energy Conservation, up gradation in manufacturing and Efficiency improvement

* Use of energy efficient LED & CFL lamps in whole plant

* Recycling the vacuum Pump cooling water for environment saving.

* Company now updated with the manufacturing of all types of cables

2. Benefits derived as a result of the above efforts

* Reduction in power usage and thereby reducing cost of production.

* Environmental saving.

* Improved efficiency and productivity.

* Cost and time saving.

C. Research and Developement

Specific areas in which R&D Product Development and carried out by the Company process improvement

Benefits derived as a result The company has started of the above R&D manufacturing High Temperature Rubber cables

Future plan of action Technology Up gradation

Expenditure on R&D Capital Expenditure: 5.81 Lacs Recurring Expenditure: 4.95 Lacs

ENVIRONMENTAL REVIEW

The Company has a defined environmental policy which is being followed rigorously by one and all across the organization. There were no environmental issues at the CMI plant and the statutory compliance was in line with Governmental requirements.

The Pollution Control parameters as defined by the State Pollution Control Board were totally adhered and effluent discharge level was well within the prescribed limits. Air pollution has been tested and was in line with the requirement. Noise pollution level was contained by fixing all the generators in sound proof acoustic enclosures.

INDUSTRIAL RELATIONS

The Company has taken various steps to improve productivity across organization. Industrial relations remained harmonious at the manufacturing unit of CMI.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Government and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Registrar and Transfer Agent, Financial Institutions, Business Associates, Media and their agencies and Employees at all levels in ensuring an excellent all around operational performance.

By Order of the Board CMI Limited

Amit Jain Date: 29th August, 2014 Chairman Cum Managing Director DIN 00041300

Registered Office : C-483, Yojna Vihar, Delhi - 110092 Email Id : info@cmiMmitecl.in

Mar 31, 2013

To , The Members of CMI Limited

The Board of Directors takes the pleasure in presenting the Forty Sixth (46th) Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in lacs) 2012-13 2011-12

Gross Revenue 8921.46 7310.93

(Sales & Other Income)

Less : Operating & Administrative Expenses 8569.92 6965.53

Profit before Depreciation and Tax 351.54 345.40

Less : Depreciation 104.66 107.85

Profit Before Tax 246.88 237.54

Add : MAT credit 37.98

Less: Provision for Tax 100.00 51.20

Add: Previous Year Adjustments 19.52 (8.69)

Net Profit for the Year carried to the Balance Sheet 166.00 215.64

OVERALL REVIEW

Overall, 2012-13 has been a satisfying year; there is an increase of 22.86% in the turnover of the Company. The total income (i.e. the aggregate of Turnover and other income) and the Net Profit before Depreciation and Tax reports an increase of 22.03% and 1.78% respectively. Further, the Net Profit after Depre- ciation and Tax reports a decrease of 23.02% only. Although, the Company has adopted adequate cost control measures throughout the year, but due to increase in Financial Cost, Net Profit did not increase as compared to increase in turnover. The Company was aggressive in its quest for new contracts, executed on its full services strategy and maintained pricing disciplines. This helped to deliver a decent revenue growth along the year with improvement in margins. Your Company continues to focus on production of quality cables to broaden its customer base and to set a benchmark in the competitive market

DIVIDEND

Although the brought forward losses have been adjusted during the year, yet the Company needs further funds to enhance its business operations, to up grade the efficiency of its plant and to meet out the deficiencies in working capital. Therefore, the management is of the view that the profits earned during the year must be retained and redeployed for the operations of the Company.

Therefore, the Directors do not recommend any dividend on Equity Shares for the financial year 2012-13.

AUDITORS AND THEIR REPORT

M/s J. K. Manocha & Associates, Chartered Accountants, Delhi, Statutory Auditors of the Company, who retires at the conclusion of this Annual General Meeting, and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company for the financial year 2013-14 of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limit prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

The observations of the Auditors, are self-explanatory and do not call for any further explanation from the Directors.

INTERNAL CONTROL SYSTEM

The Company has a well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company''s internal control system comprises audit and compliance by in-house internal Audit Division. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

CREDIT RATING

During the year under review the Company has sustained its long term credit rating of BB. The BB awarded by ICRA reflects moderate risk regarding timely servicing of financial obligation. The Company''s short term credit rates as A4 by ICRA, reflects minimal degree of safety regarding timely payment of financial obligations.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. Pyare Lal Khanna Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offers their candidature for re-appointment. Your Board recommends his re-appointment.

During the year under review, Mr. Neeraj Goel who was appointed as Director of the Company on 14th February, 2002, resigned from the directorship of the company w.e.f. 15th February, 2013.

None of the Directors of the Company is disqualified under the provision of Section 274(1) (g) of the Companies Act, 1956.

As on the date of this report, Board consists of following members :

Sl. Name of DIN Designation Date of No. Director Appoint- ment

1 Mr. Amit Jain 00041300 Managing Director 01.10.2002

2 Mr. Pyare Lal Khanna 02237272 Director 30.09.2004

3 Mr. Vijay Kumar Gupta 00995523 Whole-Time Director 15.01.2009

4 Mr. Ramesh Chand 02759859 Director 27.02.2009

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors confirm that :- (i) In the preparation of the Annual Accounts for the year ended 31st March, 2013 the applicable accounting standards read with require- ments set out under Schedule VI to the Companies Act, 1956 have been followed and no material departures have been made from the same.

(ii) Appropriate Accounting Policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period except to the extent mentioned in notes to accounts;

(iii) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregu- larities.

(iv) The annual accounts have been prepared on a going concern basis.

COMMITTEES

The Board of Directors has constituted three Committees of the Board Â the Audit Committee, the Investor''s/Shareholder''s Grievance Committee & Remuneration Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Signed minutes of the Board Committee meetings are placed for information of the board. The role and composition of these Committees, including the number of meetings held during the financial year have been provided in this report.

EXTRAORDINARY GENERAL MEETING

No Extra Ordinary General Meeting was held during the year 2012-2013.

SHARE CAPITAL

The Company''s shares are listed on the Bombay Stock Exchange (BSE), Delhi Stock Exchange (DSE) and Ahmadabad Stock Exchange (ASE) and are traded on Bombay Stock Exchange actively.

(a) EQUITY SHARES

For 152675 Equity Shares of Rs. 10/- each which were issued and allotted at the Board Meeting held on 30th March, 2011, on preferential basis at a price of Rs. 25.76/- per share (including the premium of Rs.15.76/- per Equity Share) to Mr. Amit Jain in the capacity of the promoter(s) of the Company, the listing approval has been obtained from the Bombay Stock Exchange Limited vide letter dated 2nd June, 2011 and from the Delhi Stock Exchange Limited vide letter no. DSE/LIST/6685/20918/7618 dated 08th August, 2012. The listing approval of aforesaid Equity Shares is still awaited from Ahmadabad Stock Exchange Limited.

(b) CONVERTIBLE WARRANTS

For 328632 Convertible Warrants issued and allotted at the Board meeting held on 30th March, 2011 at a price of Rs. 25.76/- per warrant on preferential basis to Mr. Amit Jain, in the capacity of promoter of the Company, the right of conversion has been exercised by the Warrant Holder- Mr. Amit Jain in the following manner:

Â· For the FIRST TRANCHE of 160308 Convertible warrants out of total 328632 Convertible Warrants converted into 160308 Equity Shares on 16th January, 2012, the listing approval has been received from BSE vide letter no. DCS/PREF/PS/FIP/066/2012-13 on 27th April, 2012 and are listed on BSE w.e.f. 06th June, 2012 and from DSE vide letter no. DSE/LIST/6685/20919/7619 dated 08th August, 2012.

Â· The remaining 168324 Convertible warrants out of total 326832 Convertible Warrants were converted into 168324 Equity Shares on 30th July, 2012 and the listing approval has been received from BSE vide letter no. DCS/PREF/PS/FIP/197/2013-14 on 9th July, 2013 and are under process for listing on BSE.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules.

HUMAN RESOURCES

Your Company has put in place effective human resource acquisition and main- tenance function, which is benchmarked along with best corporate practices designed to meet the organizational needs and it takes pride in its highly motivated manpower that contributed its best to the Company. The Employee''s relations within the organization have been very cordial and harmonious during the year and Human Relation Policies were reviewed and upgraded in line with the Company''s future objectives.

CORPORATE GOVERNANCE

It has always been the Company''s Endeavour to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land. The Practicing Company Secretaries Certificate on the Compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement forms part of this report.

Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measure and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchange, is attached and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report.

HEALTH, SAFETY AND ENVIRONMENTAL REVIEW HSE)

CMI Limited is committed to keep the good HSE performance delivered in earlier years. It has made huge progress in the area of process safety with no fatal accident reported during the Period.

With an aim to certify its operational location CMI Limited, Plot No. 71&82, Sector- 06, Faridabad, Haryana-121006 with the integrated Management system OHSAS 18001 and ISO 14001-Occupational Health, Safety and Environment, CMI Limited has got externally accreditation for its said manufacturing location by M/s American Quality Assessors.

PARTICULARS OF EMPLOYEES

During the year under review none of the employees was in receipt of remuneration more than Rs. 60,00,000/- per annum, if employed for the whole year or Rs. 5,00,000/- per month, if employed for part of the year. Therefore, the Company is not required to give information pursuant to Section 217(2A) of the Companies Act, 1956.

INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The disclosure of particulars with respect to conservation of energy, technology absorption, Research and technology and foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure Of Particulars on The Report of Board Of Directors) Rules, 1988 forming part of the Directors'' Report and is as under:

A. Conservation of Energy :

a) Energy conservation measures taken :Â

A number of energy conservation techniques were initiated at large scale and successfully implemented. Energy was used more efficiently.

Some of the key initiatives were as follows :- In the existing manufacturing units various initiatives were undertaken to conserve/reduce environmental impact, by adapting to green manufacturing and concept of "Reduce, Reuse and Recycle" viz.

Efficient Maintenance and daily monitoring of Capacitor Bank for improvement of Power Factor.

Replacing energy inefficient equipments with new technologies which are efficient with AC Drives.

Replaced old boiler with new to conserve on usage of HSD.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy :Â

There was no any investment has made for reduction of consumption of energy during the Financial Year.

c) Impact of measures on (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods :Â

The energy conservation measures taken during the year have resulted into yearly saving of good amount and thereby lowered the cost of production by equivalent amount. These measures have also lead to better pollution control, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity.

B. Technology Absorption, Adaptation & Innovation

1. Efforts, in brief, made towards technology absorption, adoption and innovation Energy Conservation, up gradation in manufacturing and Efficiency improvement

Use of energy efficient CFL lamps in whole plant

Recycling the vacuum Pump cooling water for environment saving.

Company now updated with the manufacturing Of all types of cables

2. Benefits derived as a result of the above efforts

Reduction in power usage and thereby reducing cost of production.

Environmental saving.

Improved efficiency and productivity.

Cost and time saving.

C. Research and Developement

Specific areas in which R&D Product Development and carried out by the Company process improvement Benefits derived as a result The company has started of the above R&D manufacturing High Temperature Rubber cables Future plan of action Technology Up gradation Expenditure on R&D Capital Expenditure: 3.88 Lacs Recurring Expenditure: 3.94 Lacs

ENVIRONMENTAL REVIEW

The Company has a defined environmental policy which is being followed rigorously by one and all across the organization. There were no environmental issues at the CMI plant and the statutory compliance was in line with Governmental requirements.

The Pollution Control parameters as defined by the State Pollution Control Board were totally adhered and effluent discharge level was well within the prescribed limits. Air pollution has been tested and was in line with the requirement. Noise pollution level was contained by fixing all the generators in sound proof acoustic enclosures.

INDUSTRIAL RELATIONS

The Company has taken various steps to improve productivity across organization. Industrial relations remained harmonious at the manufacturing unit of CMI.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Government and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Registrar and Transfer Agent, Financial Institutions, Business Associates, Media and their agencies and Employees at all levels in ensuring an excellent all around operational performance.

By Order of the Board

Amit Jain

Date: 29th August, 2013 Chairman of the Meeting

Registered Office : C-483,

Yojna Vihar, Delhi - 110092

Email Id : info@cmilimited.in

Mar 31, 2011

The Board of Directors take the pleasure in presenting the Forty Fourth (44th) Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the financial year ended 31st March, 2011.

OVERALL REVIEW

Overall, 2010-2011 has been a satisfying year; there is an increase of 24.88% in the turnover of the Company. The total income (i.e. the aggregate of Turnover and other income) and the Net Profit before Depreciation and Tax, reports an increase of 21.43% and 12.72% respectively. Although, the Company has adopted adequate cost control measures throughout the year, but due to increase in Financial Cost, Net Profit did not increase as compared to increase in turnover. The Company was aggressive in its quest for new contracts, executed on its full services strategy and maintained pricing disciplines. This helped to deliver a decent revenue growth along the year with improvement in margins. Your Company continues to focus on production of quality cables to broaden its customer base and to set a benchmark in the competitive market.

FINANCIAL REVIEW

The working results of the Company for the year are as follows: ?

PARTICULARS 31.03.2011 31.03.2010

Amt.(In Rs.) Amt.(In Rs.)

Total Income (Turnover Other Income) 59,26,71,339 48,80,79,653

Less: Expenditure 55,93,47,411 45,85,16,178

Profit before Depreciation and Tax 3,33,23,927 2,95,63,475

Less: Depreciation 1,09,87,463 1,03,03,830

Profit Before Tax 2,23,36,464 1,92,59,645

Less: Taxation-Current Year 49,00,000 11,35,000

Add: MAT Claimable 27,61,291 10,34,097

Previous Year Adjustments (36,329) 1,454

Net Profit for the year carried to the Balance Sheet 2,01,61,426 1,91,60,196

DIVIDEND

The management believes that the profits earned during the year must be retained and redeployed for the operations of the Company. As the Company needs further funds to enhance its business operations, upgrade the efficiency of its plant and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2010-11

AUDITORS

M/s J. K. Manocha & Associates, Chartered Accountants, Delhi, who retires at the conclusion of this Annual General Meeting, and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company. They have furnished a certificate to the effect that their re- appointment if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS' OBSERVATION

The Auditors Report has been annexed with this report, Auditors observations are self explanatory, which do not call for any further clarifications.

INTERNAL CONTROL SYSTEM

As always, the Company's internal control procedures are tuned to keep up with the organization's pace of growth and increasing complexity of operations. These ensure compliance with various regulations. The internal audit team carries out extensive audits throughout the year, across all functional areas and submits its reports to the Audit Committee of the Board of Directors.

DIRECTORS

During the period Mr. Abhishek Aggarwal, has resigned from the Board of the Company with effect from 4th March, 2011 due to pre-occupation. The Board shows gratitude towards the valuable guidance and support rendered by Mr. Abhishek Aggarwal during his tenure as member of the Board.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Neeraj Goel and Mr. Pyare Lal Khanna, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment. Your Board recommends their re-appointment.

In accordance with the provisions of Section 198, 269, 309, 310 and 311 read with Schedule XIII of the Companies Act, 1956 and with the approval of members in the Meeting held on 28th February, 2011, Mr. Vijay Kumar Gupta, has been appointed as Whole Time Director of the Company with effect from 1st April, 2011 for a period of three years i.e. up to 31st March, 2014 at a monthly remuneration of Rs. 50,000/-.

During the Financial Year 2010-11, no commission was paid to Mr. Vijay Kumar Gupta (previous year Rs. 5,65,899/-). The commission so paid to Mr. Vijay Kumar Gupta during previous year for Rs. 5,65,899/- was in excess of limits of 1% by Rs. 3,61,437/- (i.e. Rs. 5,65,899 less Rs. 2,04,462) for maximum commission payable to Non-Executive Directors under Section 309 of the Companies Act, 1956. The excess amount so paid to him is adjusted during the financial year 2010-2011 for Rs. 2,38,365/- and the balance amount of Rs. 1,23,072/- shall be refunded back by him in compliance with the provisions of Section 309 (5A) of the Companies Act, 1956.

In accordance with the provisions of Clause 49 of the Listing Agreement with Stock Exchange(s), brief particulars of Mr. Neeraj Goel, Mr. Pyare Lal Khanna & Mr. Vijay Kumar Gupta are provided in the Notes of the Annual General Meeting and is forming the part of this Annual Report.

COMMITTEES

The Board of Directors has constituted three Committees of the Board Ã the Audit Committee, the Investors / Shareholders Grievance Committee & Remuneration Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Signed minutes of the Board Committee meetings are placed for information of the board. The role and

composition of these Committees, including the number of meetings held during the financial year have been provided in this report.

EXTRAORDINARY GENERAL MEETING

An Extra Ordinary General Meeting was held on 28th February, 2011 for seeking approval of the Members of the Company:

- For issuing Equity Shares and Convertible Share Warrants to Mr. Amit Jain, in the capacity of Promoter, on preferential basis.

- For Appointing Mr. Vijay Kumar Gupta as Whole Time Director of the Company with effect from 1st April, 2011.

SHARE CAPITAL

Your Company first came up with the Preferential Allotment in the Financial Year 2009-2010. During the said year, trading of Company's shares on BSE was suspended. As a result of this suspension, your Company could not receive the In Principal approval from BSE and subsequently it could not proceed with the Preferential Allotment.

Further, during the Financial Year 2010-11, the suspension was revoked by the BSE after the requisites were fulfilled by the Company, on 4th August, 2010. After removal of suspension, the Board of Directors obtained fresh approval from the Members of the Company in a duly convened EOGM held on 28th February, 2011, in supersession to the Members' Resolution dated 2nd February, 2010.

(a) EQUITY SHARES

The Members at the Extraordinary General Meeting held on 28th February, 2011 have passed a special resolution for issue and allotment of 1,52,675 Equity Shares of Rs. 10/- each at a price of Rs.25.76/- per share (including the premium of Rs. 15.76/- per equity share) on preferential basis to Mr. Amit Jain in the capacity of the promoter(s) of the Company. In this regard, the Company received In- Principal approval from BSE vide letter dated 28th March, 2011. These shares were allotted at the Board Meeting held on 30th March, 2011.

For the said Equity Shares, listing approval has been obtained from the Bombay Stock Exchange Limited vide letter dated 2nd June, 2011. The aforesaid Equity shares are still under the process of listing with Delhi Stock Exchange Association Limited and Ahmedabad Stock Exchange Limited.

(b) CONVERTIBLE WARRANTS

The Members at the Extraordinary General Meeting held on 28th February, 2011 have passed a special resolution for issue and allotment of 3,28,632 Convertible Warrants at a price of Rs. 25.76/- per warrant on preferential basis to Mr. Amit Jain, in the capacity of promoter of the Company. Subsequently, 3,28,632 Convertible Warrants were allotted at the Board Meeting held on 30th March, 2011 and are pending for conversion.

The right of conversion can be exercised by the Warrant Holder to subscribe for One Equity Share of Rs. 10/- each per Warrant, for which option shall be exercisable after April 1, 2011, but not later than 18 months from the date of issue of the warrants.

LISTING COMPLIANCES

Your Directors are pleased to inform you that during the year under review all compliances related to listing with the recognized stock exchange(s) within India have been duly complied.

The company has received listing approval of 1,52,675 Equity Shares allotted on preferential basis from Bombay Stock Exchange Ltd vide letter no. DCS/PREF/SI/FIP/213/2011-12. Further, the Company has also applied for listing of the aforesaid Equity Shares with Delhi Stock Exchange Association Limited and Ahmedabad Stock Exchange Limited, the approval for the same is awaited.

FIXED DEPOSITS

During the Financial Year 2010-2011, the Company has not accepted any deposits falling within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules.

SUBSIDIARY COMPANY

During the year the management decided to disinvest the holding of 99.99% in CMI Telecom Limited, as a result it ceased to be the wholly owned subsidiary of CMI Limited.

HUMAN RESOURCES

Our people are our biggest asset and we are proud of our team members at all levels within your Company. Organizational values are at the heart of everything CMI employees do, both collectively and as individuals.

Your Directors recognize manpower as being amongst the key drivers of the business of your Company and place on record their sincere appreciation of the teamwork and dedication of all employees working across all its location. The Human Resource initiatives of the company in the year continued to be aligned with overall business strategy and individual career aspirations of staff members.

CORPORATE GOVERNANCE

The company is in compliance of all the mandatory requirements regarding corporate governance as stipulated under Clause 49 of the listing agreement with stock exchange. It has always been the Company's Endeavour to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land.

The Compliance Report on Corporate Governance forms part of this Annual Report. The Practicing Company Secretaries Certificate on the Compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report.

ISO CERTIFICATION

Your Company continues to uphold and maintain the prestigious ISO 9001 Certification for manufacture of PJFT, Dry Core, PVC, Instrumentation, Power Control and Networking Applications Cables. The Company continues to practice international quality standards, systems and procedures.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors confirm that:-

(i) In the preparation of the Annual Accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed and there were no material departures.

(ii) We have selected the appropriate Accounting Policies described in the notes and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

(iii) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts for the year ended 31st March, 2011 have been prepared on the historical cost convention, as a going concern basis.

PARTICULARS OF EMPLOYEES

As none of the employees was in receipt of remuneration more than Rs. 60,00,000/- per annum, if employed for the whole year or Rs. 5,00,000/- per month, if employed for part of the year. Therefore, the Company is not required to give information pursuant to Section 217(2A) of the Companies Act, 1956.

INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The disclosure of particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure Of Particulars on The Report of Board Of Directors) Rules, 1988 forming part of the Directors' Report and is as under:

Technology, Absorption ,Adaptation and Innovation

Absorption, Adaptation & Innovation

Continuous efforts are being made for product improvement and cost reduction.

ENVIRONMENTAL REVIEW

The Company has a defined environmental policy which is being followed rigorously by one and all across the organization. There were no environmental issues at the CMI plant and the statutory compliance was in line with Governmental requirements.

The Pollution Control parameters as defined by the State Pollution Control Board were totally adhered and effluent discharge level was well within the prescribed limits. Air pollution has been tested and was in line with the requirement. Noise pollution level was contained by fixing all the generators in sound proof acoustic enclosures.

INDUSTRIAL RELATIONS

The Company has taken various steps to improve productivity across organization. Industrial relations remained harmonious at the manufacturing unit of CMI.

ACKNOWLEDGEMENTS

Your Directors wish to take this opportunity to offer sincere appreciation and acknowledge with gratitude the support and co-operation extended by the clients, vendors, bankers, registrar and share transfer agent, business associates, financial institutions, media and their agencies and look forward to their continued support and assistance.

Your Directors also convey their gratitude to the Members of the Company for the confidence shown by them in the Company and thank the employees at all levels, who, through their untiring efforts, dedication, cooperation and commitment have enabled the company to achieve its strategic corporate objectives.

By order of the Board For CMI Limited

Amit Jain Date: 11th August, 2011 Chairman of the Meeting

Registered Office: C-483,

Yojna Vihar

Delhi- 110092

Email Id:info@cmilimited.in

Mar 31, 2010

The Directors have enormous gratification in presenting the Forty Third (43rd) Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the financial year ended 31st March, 2010.

OVERALL REVIEW

During the year under review, although there is a downfall of 9.51% in the turnover of the Company, yet the total income (i.e. the aggregate of Turnover and other income) fall down by 6.45% only. Further, the Net Profit before Depreciation and Tax reports a downfall of 1.17% only. Since, the Company has adopted adequate cost control measures through out the year, therefore despite of the reduced turnover; it is still able to maintain its Net Profit. Your Company continues to focus on production of quality cables to broaden its customer base and to set a benchmark in the competitive market.

FINANCIAL REVIEW

The working results of the Company for the year are as follows: -

PARTICULARS 31.03.2010 31.03.2009 Amt.(In Rs.) Amt.(In Rs.)

Total Income (Turnover+Other Income) 48,80,79,653 52,17,18,366

Less: Expenditure 45,85,16,178 49,18,03,699

Profit before Depreciation and Tax 2,95,63,475 2,99,14,667

Less: Depreciation 1,03,03,830 87,25,348

Profit Before Tax 1,92,59,645 2,11,89,320

Less: Taxation-Current Year 11,35,000 -

Fringe Benefit Tax - 1,47,911

Add: MAT Claimable 10,34,097

Previous Year Adjustments 1,454 4,53,066

Net Profit for the year carried to the Balance Sheet 191,60,196 2,14,94,475

DIVIDEND

Although the brought forward losses have been adjusted during the year, yet the Company needs further funds to enhance its business operations, to up grade the efficiency of its plant and to meet out the deficiencies in working capital. Therefore, the management is of the view that the profits earned during the year must be retained and redeployed for the operations of the Company.

AUDITORS

M/s J. K. Manocha & Associates, Chartered Accountants, Delhi, who retires at the conclusion of this Annual General Meeting, and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company. They have furnished a certificate to the effect that their re-appointment if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

The name of the Auditors Firm has been changed from M/s Manocha J. K. & Associates to M/s J. K. Manocha & Associates.

AUDITORS OBSERVATION

The Auditors Report has been annexed with this report, Auditors observations are self explanatory, which do not call for any further clarifications.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association, Mr. Vijay Kumar Gupta and Mr. Ramesh Chand, Directors are liable to retire by rotation and being eligible offers their candidature for re-appointment.

During the year under review, Mr. Abhishek Aggarwal has been appointed as an Additional Director and Mr. Parag Jain has resigned as Director effective 20th November, 2009. Your Directors place before the members of the Company a proposal to regularize Mr. Abhishek Aggarwal as Director of the Company.

The Board of Directors of the Company resolved to appoint Mr. Amit Jain, as the Managing Director of the Company with effect from 1st April 2010 for a period of three years i.e. up to 31st March 2013 at a monthly remuneration of Rs. 1,25,000/- subject to the approval of the Members and in pursuance of the provisions of Schedule Xlli and other applicable provisions of the Company Act, 1956.

PREFERENTIAL ALLOTMENT

During the year under review, an Extra-ordinary General Meeting of the Members of the Company was held as on 2nd February, 2010 to offer, issue and allot 30,00,000 Equity Shares of the Company to Mr. Amit Jain, in the capacity of promoter, on preferential basis. However, the decision of Board of Directors of the Company is still pending in this regard.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956.

REVOCATION OF SUSPENSION OF TRADING IN SHARES ON BSE

During the year under review, the Company has made all compliances required till date in conformity with various clauses of Listing Agreement signed with Bombay Stock Exchange Limited and has also paid re- instatement fees for revocation of suspension of trading in shares of the Company.

Consequently, BSE has lifted suspension on the trading of Equity Shares of the Company and the shares of the Company are now being traded w.e.f. 4th August, 2010.

INSPECTION UNDER SECTION 209A OF COMPANIES ACT

During the year under review, an inspection of the Company was carried out under Section 209A of the Companies Act, 1956 and certain observations were raised by Regional Director (RD), Northern Region in this regard. The officials of the Company have been dealing with the same and as and when the final remark from Government of India will be received by the Company, it will be replied appropriately.

HUMAN RESOURCES

Your Company has put in place effective human resource acquisition and maintenance function, which is benchmarked along with best corporate practices designed to meet the organizational needs and it takes pride in its highly motivated manpower that contributed its best to the Company. The Employees relations within the organization have been very cordial and harmonious during the year and Human Relation Policies were reviewed and upgraded in line with the Companys future objectives.

CORPORATE GOVERNANCE

It has always been the Companys endeavour to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land.

The Compliance Report on Corporate Governance Report forms part of this Annual Report. The Practicing

Company Secretaries Certificate on the Compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report.

ISO CERTIFICATION

Your Company continues to uphold and maintain the prestigious ISO 9001 Certification for manufacture of PJFT, Dry Core, PVC, Instrumentation, Power Control and Networking Applications Cables. The Company continues to practice international quality standards, systems and procedures.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors confirm that:-

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there were no materia! departures.

(ii) Appropriate Accounting Policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

(iii) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

As none of the employees was in receipt of remuneration more than Rs. 24,00,000/-per annum, if employed for the whole year or Rs. 2,00,000/- per month, if employed for part of the year. Therefore, the Company is not required to give information pursuant to Section 217(2A) of the Companies Act, 1956.

INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The disclosure of particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure Of Particulars on The Report of Board Of Directors) Rules, 1988 forming part of the Directors Report and is as under Conservation of Energy

(a) Energy Conservation Measures taken

The Company has taken adequate measures to ensure optimum use of all equipments so as to conserve energy.

(b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy

The Company is evaluating new technologies to make its infrastructure more energy efficient.

(c) Impacts of the measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods

These measures resulted in cost saving for the company and effective management and efficient utilization of energy resources.

(d) Total Energy consumption and energy consumption per unit of production as per Form A

Not Applicable

Technology Absorption. Adaptation & Innovation

Continuous efforts are being made for product improvement and cost reduction.

Research and Development

Specific areas in which R&D carried out by the Company

Product Development and process improvement

Benefits derived as a result of the above R&D

The company has started manufacturing High Temperature Rubber cables

Future plan of action

Technology Up gradation

Expenditure on R&D

Capital Expenditure: Nil Recurring Expenditure: Nil

Technology absorption, adaptation and innovation

Efforts, in brief made towards technology absorption, adaptation and innovation

In-house training is being imparted to plant personnel for adaptation of the updated technology.

Benefits derived as a result of above efforts, for e.g. product improvement, cost reduction, product development, import substitution etc.

New Product Development, Cost optimization, Productivity and product quality improvement.

The Company has not made any technology import.

II. Foreign Exchange Earnings and Outgo:

Expenditure in Foreign Currency Nil

Earnings in Foreign Currency Nil

SUBSIDIARY COMPANY

The Company has one wholly owned subsidiary Company viz. CMI Telecom Limited. The Company has yet to commence its business.

ENVIRONMENTAL REVIEW

The Company has a defined environmental policy which is being followed rigorously by one and all across the organization. There were no environmental issues at the CMI plant and the statutory compliance was in line with Governmental requirements.

The Pollution Control parameters as defined by the State Pollution Control Board were totally adhered and effluent discharge level was well within the prescribed limits. Air pollution has been tested and was in line with the requirement. Noise pollution level was controlled by fixing all the generators in sound proof acoustic enclosures.

INDUSTRIAL RELATIONS

The Company has taken various steps to improve productivity across organization. Industrial relations remained harmonious at the manufacturing unit of CMI.

ACKNOWLEDGEMENTS

Your Directors wish to take this opportunity to offer sincere appreciation and acknowledge with gratitude the support and co-operation extended by the clients, vendors, bankers, registrar and share transfer agent, business associates, financial institutions, media and their agencies and look forward to their continued support and assistance.

Your Directors also convey their gratitude to the Members of the Company forthe confidence shown by them in the Company and thank the employees at all levels, who, through their untiring efforts, dedication, cooperation and commitment have enabled the company to achieve its strategic corporate objectives.

By Order of the Board

Amit Jain Chairman of the Meeting Place: Delhi Date : 9th August, 2010

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