Directors Report of Cords Cable Industries Ltd.

Mar 31, 2025

The Board of Directors of Cords Cable Industries Limited (“the Company”) is pleased to present the Board’s Report
along with the audited financial statement for the financial year ended March 31,2025, and the reports of the Auditors
and the Directors thereon, in compliance with the applicable provisions of the Companies Act, 2013 and Rules made
thereunder.

The Financial summary and highlights (Amount in '' Lacs)

	For Year ended
Particulars	March 31, 2025	March 31, 2024
Revenue from operations	79,456.29	62,774.49
Other income	392.65	522.55
Total revenue	79,848.94	63,297.04
Operating Expenses	74,513.73	58,643.55
Profit before Interest, Depreciation and Tax (PBITD)	5,335.22	4,653.49
Finance cost	2,521.61	2,463.69
Depreciation	849.39	814.60
Profit before tax (PBT)	1,964.22	1,375.20
Provision for tax including deferred tax	497.23	368.14
Profit for the year	1,466.99	1,007.06
Balance at the beginning of period	10,223.98	9,216.92
Amounts available for appropriation	11,690.97	10,223.98
Transfer to Capital Redemption Reserve Account	-	-
Transfer to General Reserve	-	-
Dividend	129.28	-
Balance at the end of period	11,561.69	10,223.98
Earnings per share (basic and diluted) (in '')	11.25	7.76

The State of the Company’s Affairs and Business
Performance

The primary source of revenue for your company stems
from the manufacturing and sale of high-quality
customized cables conforming to both Indian and
international specifications. This encompassing range
includes Control, Instrumentation, Power Cables (up to
3.3 kV), and custom-designed cables. The Company has
adeptly addressed the distinct needs of diverse industries,
including Power, Oil and Gas, Refineries, Steel,
Chemicals, Cement, Water Desalination, Metro Rail,
Airports, and various other sectors.

During the financial year under review, the total income
was '' 79,848.94 lacs as against '' 63,297.04 lacs in the
previous year. Your Company earned Profit Before
Interest, Tax and Depreciation of '' 5,335.22 lacs as
against a PBITDA of '' 4,653.49 lacs in the previous year.
The finance cost was '' 2,521.61 lacs as against
'' 2,463.69 lacs in the previous year. The total
comprehensive income, comprising profit / loss and other
comprehensive income for the period is '' 1,453.92 lacs
as against a PAT of '' 1,003.43 lacs in the previous year.

During the financial year, your company obtained
approvals from prestigious domestic and global
customers in sectors such as renewable energy, solar
power, green hydrogen, hydrocarbon, water, and other
infrastructure projects. Additionally, CORDS® has
successfully exported cables to customers in the Middle
East, Australia, Europe, Italy and Africa and executed
large volume orders for overseas refineries and
petrochemical projects.

Further, with the grant of BIS licence for 1.9/3.3 kV Power
Cables and NABL accreditation for its test laboratory, the
Company has strengthened its position in Solar Power,
Hydrocarbon, and Power industries. CORDS® also
showcased its capabilities by participating in leading
national and international electrical exhibitions.

No material changes in the future prospects of these
business activities are expected due to the overall
economic scenario. The state of the company’s affairs is
detailed in the enclosed financial statement and summary
provided herein. Segment-wise reporting is not applicable
to the Company as revenues are generated from a single
segment.

During the year under review, no change took place in
the name, status, or in the financial year of your Company.
There was no transaction or event involving any
acquisition, merger, induction of financial or strategic
partners, and diversification by your company. The
company has not developed, acquired, or assigned any
material intellectual property rights during the financial
year under review. Further, there is no other material event
having an impact on the affairs of your Company.

Change in the Nature of Business

During the period under review, no change has occurred
in the nature of business carried out by your company,
as it has not commenced any new business or
discontinued or disposed-off any of its existing
businesses.

Material Changes and Commitments

No material changes and commitments, either external
or internal such as technical, legal, financial, strikes,
breakdown, and lockdown affecting the financial position
of the Company have occurred between the end of the
financial year to which the financial statement relates and
the date of signing of this Report.

Further, your Company has not revised any of its financial
statements or the Boards’ report in respect of the three
preceding financial years, either voluntarily or pursuant
to any order of a judicial authority.

Particulars of Subsidiaries, Joint Ventures and
Associate Companies

As on date of this report, your company does not have
any subsidiary, joint ventures, or associate companies.
Further, during the period under review, no company
became or ceased to be a subsidiary, joint venture, or an
associate company.

Change in Capital Structure

As of March 31,2025, the authorised share capital of the
Company is '' 1,710.00 lacs, divided into 1,35,00,000
equity shares of '' 10 each and 3,60,000 preference
shares of '' 100 each. The paid-up capital of the Company
as of March 31, 2025, is '' 1,292.78 lacs, divided into
1,29,27,780 equity shares of '' 10 each.

During the financial year under review, no change took
place in the authorised, issued, subscribed, and paid-up
share capital of the Company. Accordingly, the
disclosures relating to issue of shares, warrants,
convertible securities, equity shares with differential voting
rights, sweat equity shares, employees stock options, and
shares held in trust for the benefit of employees are not
applicable to your Company.

Borrowings and Credit Rating

Your company has not issued any debentures, bonds, or
any other non-convertible securities to borrow money. The
company has availed credit facilities from banks, financial
institutions, and/or other entities. The ratings assigned by
CareEdge Ratings (CARE Ratings Ltd.) to the credit
facilities of your company are summarized as follows:

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

Deposits

During the period under review, your company has not accepted any deposits as covered under Companies
(Acceptance of Deposits) Rules, 2014, and no amount remained unpaid or unclaimed at the end of the financial year.
As your company has not accepted any deposits, there were no defaults in repayment of deposits or payment of
interest thereon during the financial year under review. Furthermore, there is no deposit that is not in compliance with
the requirement of aforesaid rules.

The particulars of loans and advances not considered as deposits and not covered under Companies (Acceptance of
Deposits) Rules, 2014, are as follows:

Particulars	Amount as at March 31,2025 ('' Lacs)
Loan from regional financial institutions	1,500.13
Loan from scheduled banks	5,848.38
Loan received from other Companies	3,759.90
Loan from directors	160.00
Security amount received from employees	4.75
Advance for supply of goods or services	386.10
Total	11,659.26

Dividend and Other Corporate Actions

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”), the Board of Directors has adopted
a Dividend Distribution Policy aimed at ensuring a fair,
sustainable, and consistent distribution of profits while
maintaining an appropriate level of profit retention. The
policy is available on the Company’s website under the
Corporate Governance section at:

https://www.cordscable.com/cordscable/media/policies/Dividend%20Distribution%20Policy.pdf

The Directors are pleased to recommend a dividend of
'' 1 /- per share (i.e., 10%) on the Equity Shares of '' 10
each for the financial year ended March 31, 2025
(previous year: '' 1/- per share, i.e., 10%). If approved by
the Members at the ensuing Annual General Meeting
(“AGM”), the total dividend outflow for the year will amount
to '' 129.28 lacs (previous year: '' 129.28 lacs).

During the year ended March 31, 2025, no corporate
actions were undertaken other than the declaration of
dividends. There were no events relating to buy-back of
securities, mergers, demergers, listing or delisting of
securities, and split or consolidation of securities.

Transfer to Investor Education and Protection Fund

Pursuant to Section 125 and other applicable provisions
of the Companies Act, 2013, read with the Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”),
all the unpaid or unclaimed dividends are required to be
transferred to the IEPF established by the Central
Government, upon completion of seven years.

Furthermore, according to the IEPF Rules, the shares in
respect of which dividends have not been paid or claimed
by Shareholders for seven consecutive years, or more
are also required to be transferred to the Demat account
of IEPF Authority.

Your Company does not have any unpaid or unclaimed
dividends or shares relating thereto that require transfer
to the IEPF as of the date of this Report.

Transfers to Reserves

The Directors do not propose to transfer any amount to
any reserve or general reserve of the Company.

Particulars of Loans, Guarantees or Investment

The company has not granted any loans, guarantees, or
provided security, nor has it made any investments falling
within purview of section 186 of the Companies Act, 2013.
The particulars of investments under Section 186 of the
Companies Act, 2013, are annexed herewith as
‘Annexure-1’.

Particulars of Contracts, Arrangements and
Transactions with the Related Parties

The Company has a Policy on Related-Party T ransactions
in place, in line with the Act and the SEBI Listing
Regulations. This policy is also available on the
Company’s website at

https://cordscable.com/cordscable/media/policies/RPT%20Policy 27.05.2025.pdf

As per the SEBI Listing Regulations, if any Related Party
Transactions (‘RPTs’) exceeds '' 1,000 crore or 10% of
the annual consolidated turnover as per the last audited
financial statement, whichever is lower, would be
considered material and would require Members’
approval. No material related-party transactions were
entered into during the financial year by the Company. In
terms of Regulation 23 of SEBI Listing Regulations, the
company submits details of RPTs as per the prescribed
format to the stock exchanges on half-yearly basis.

All the related-party transactions entered into during the
financial year were on arm’s length basis, in the ordinary
course of business, and were in compliance with the
applicable provisions of the Act and the SEBI Listing
Regulations. As per Section 188(2) of the Act, every
contract or arrangement entered into with the related
parties is required to be disclosed in this report.
Accordingly, the particulars of related party transactions
entered by the Company with such related parties during
the financial year under review are disclosed in form No.
AOC-2 and attached with this report as ‘Annexure-2’.

Further, the related party transactions attracting the
compliance under Section 177 of the Companies Act,
2013 and/or SEBI Listing Regulations were placed before
the Audit Committee on quarterly basis for necessary

approval/review. Also, a statement of all related party
transactions entered into was presented before the Audit
Committee on quarterly basis, specifying the nature,
value, and any other related terms and conditions of the
transactions. During the year under review, there were
no materially significant related party transactions entered
into by your Company with the Promoters, Directors, Key
Managerial Personnel or other Senior Management
Personnel, which might have potential conflict with the
interest of the Company at large.

The details of related party transactions during the year,
including transactions with persons or entities belonging
to the promoter or promoter group holding 10% or more
shareholding in the Company as required under Schedule
V, Part A (2A) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulation, 2015, have been disclosed in the
accompanying financial statement at Note No. 31 (B) (II)(D).

Particulars of Director and Key Managerial Personnel
and Changes

The Particulars of appointment of the Directors and Key
Managerial Personnel of the Company during the financial
year under review and after the end of the year and up to
the date of this report are annexed herewith as
Annexure-3’.

Furthermore, no Director resigned during the financial
year 2024-25 or after the end of the year and up to the
date of this Report.

Statement and Declaration in respect of Independent
Directors

The Company has received declarations from all the
Independent Directors confirming that they meet the
criteria of independence as laid down under Section
149(6) of the Companies Act, 2013, read with Rule 6 of
the Companies (Appointment and Qualification of
Directors) Rules, 2014, and Regulation 16 of SEBI (Listing
Obligation and Disclosure Requirements), Regulations,
2015.

In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors of the Company
have confirmed that they are not aware of any
circumstance or situation that exists or may be reasonably
anticipated that could impair or impact their ability to
discharge their duties with an objective independent
judgement and without any external influence.

The Board of Directors of the Company has taken on
record the aforesaid declarations and confirmations
submitted by the Independent Directors after undertaking
due assessment of the veracity of the same. In the opinion
of the Board, all the Independent Directors fulfil the
conditions of independence as specified in the Act and
the Rules made thereunder and are independent of the
management. There has been no change in the
circumstances affecting their status as Independent
Directors of the Company.

The Board is of the opinion that the Independent Directors
of the Company possess the requisite qualifications,
experience, and expertise in the fields of science and
technology, industry experience, strategy, sales,
marketing, finance and governance, information
technology and digitalization, human resources, safety,
and sustainability and that they uphold the highest
standards of integrity.

The Independent Directors have also confirmed that they
have complied with the Company’s Code of Conduct for
Independent Directors as prescribed in Schedule IV to
the Companies Act, 2013. The Certificate of
Independence received from all the Independent Directors
has been duly noted by the Board at its meeting held on
May 27, 2025.

A statement of the Board of Directors with regard to
integrity, expertise, and experience of Independent
Directors appointed during the financial year 2024-25 is
annexed herewith as ‘Annexure-4’.

Meeting of Independent Directors

The Independent Directors met once during the financial
year under review on February 10, 2025, pursuant to
Regulation 25 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and Schedule IV to the Companies
Act, 2013, inter-alia, to discuss:

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

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

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

The meeting of the Independent Directors was conducted
without the presence of the Chairman, Managing Director,
Non-Executive Directors, Chief Financial Officer, and the
Company Secretary and Compliance Officer of the
Company.

Familiarization Program for Independent Directors

The Independent Directors attend a familiarization and
orientation program on being inducted into the Board. The
details of familiarization and orientation program are
provided in the Corporate Governance Report and are
also available on the Company’s website at
https://coidscable.com/cordscable/media/Dolicies/Reg%2046%20 familiaiisalbn%20piogramme 24-25.pdf

Nomination and Remuneration Committee, Policy on
Appointment of Directors

The Nomination and Remuneration Committee (“NRC”)
is responsible for developing competency requirements
for the Board based on the industry and strategy of the

Company. The Board composition analysis reflects in¬
depth understanding of the Company, including its
strategies, environment, operations, financial condition,
and compliance requirements.

The NRC conducts a gap analysis to refresh the Board
on a periodic basis, including each time a Director’s
appointment or re-appointment is required. The
Committee is also responsible for reviewing the profiles
of potential candidates vis-a-vis the required
competencies and meeting potential candidates, prior to
making recommendations of their nomination to the
Board. At the time of appointment, a specific requirement
for the position including expert knowledge expected is
communicated to the appointee.

During the year under review, the Board has also reviewed
the list of core skills, expertise, and competencies of the
Board of Directors as are required in the context of the
businesses and sectors applicable to the Company, which
were mapped with each of the Directors on the Board.
The same is disclosed in the Corporate Governance
Report forming part of the Annual Report

Criteria for Determining Qualifications, Positive
Attributes, and Independence of a Director

The NRC has formulated the criteria for determining
qualifications, positive attributes, and independence of
directors in terms of provisions of Section 178(3) of the
Act and Regulation 19, read with Part D of Schedule II of
the SEBI Listing Regulations.

Independence: In accordance with the above criteria, a
Director will be considered an ‘Independent Director’ if
(s)he meets the criteria for Independence as laid down in
the Act and Rules framed thereunder, as amended, and
Regulation 16(1)(b) of the SEBI Listing Regulations.

Qualifications: A transparent Board nomination process
is in place that encourages diversity of thought,
experience, knowledge, perspective, age, and gender. It
is also ensured that the Board has an appropriate blend
of functional and industry expertise. While recommending
the appointment of a Director, the NRC considers the
manner in which the function and domain expertise of
the individual will contribute to the overall skill-domain
mix of the Board.

Positive Attributes: In addition to the duties as prescribed
under the Act, the Directors on the Board of the Company
are also expected to demonstrate high standards of ethical
behaviour, strong interpersonal and communication skills,
and soundness of judgement. Independent Directors are
also expected to abide by the ‘Code for Independent
Directors’ as outlined in Schedule IV to the Act.

Remuneration Policy and Remuneration of Directors
and Key Managerial Personnel

On the recommendation of the NRC, the Board has
adopted and framed a Remuneration Policy for the
Directors, Key Managerial Personnel, and other

employees pursuant to the provisions of the Act and the
Listing Regulations. The remuneration determined for
Executive Directors is subject to the recommendation of
the Nomination and Remuneration Committee and
approval of the Board of Directors and Shareholders
(wherever applicable). The Executive Directors are not
paid sitting fees; the Independent Directors are entitled
to sitting fees for attending the Board Meetings.

It is affirmed that the remuneration paid to Directors, Key
Managerial Personnel, and all other employees is in
accordance with the Remuneration Policy of the
Company. The Remuneration Policy of your Company
can be viewed at the following link:
http://www.cordscable.com/coidscable/media/policiesyNomination%20and%20Remuneration%20Policy.pdf

The particulars regarding remuneration of the Directors
and Key Managerial Personnel, along with details of the
ratio of remuneration of each Director to the median
remuneration of employees of the Company for the
financial year under review, is given in ‘Annexure-5’.

A statement containing particulars of the top ten
employees and the employees drawing remuneration in
excess of limits prescribed under Section 197(12) of the
Act, read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is given in ‘Annexure-5’.

In terms of proviso to Section 136(1) of the Act, the Report
and Accounts are being sent to the shareholders including
the aforesaid Annexure. The aforesaid Statement is also
open for inspection at the Registered Office of the
Company up to the date of the ensuing Annual General
Meeting. Any member interested in obtaining a copy of
the same may write to the Company Secretary.

Neither the Managing Director nor the Whole-time Director
of your Company receives any remuneration or
commission from any of its subsidiaries as there was no
such subsidiary company during the period under review.

Details of Board Meetings and Constitution of Various
Committees

The Board of Directors of your Company had already
constituted various Committees in compliance with the
provisions of the Companies Act, 2013, and SEBI Listing
Regulations, namely the Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship
Committee, Committee of Directors, and Corporate Social
Responsibility Committee.

All decisions pertaining to the constitution of Committees,
appointment of members, and fixing of terms of reference
and the role of the committees are taken by the Board of
Directors.

Details of the role and composition of these committees,
including the numbers of meetings held during the
financial year and attendance at meetings, are provided
in the Corporate Governance Section, annexed as
Annexure - 6

Listing and Dematerialization of Securities and the
Status of Listing Fee

The shares of the Company are listed on the National
Stock Exchange of India Limited (NSE) and BSE Limited
(BSE). The listing fee for the year 2024-25 has already
been paid to the stock exchanges. The equity shares are
available for dematerialization through National Securities
Depository Limited and Central Depository Services
(India) Limited, and ISIN assigned to the equity shares is
INE792I0101 7.

Corporate Governance

The Governance, Corporate Secretarial, and Legal
functions of the Company ensure maintenance of good
governance within the organization. The existence of good
corporate governance is essential for the businesses to
function smoothly, ensuring compliant at all times and
providing strategic business partnership in the areas
including legal expertise, corporate restructuring,
regulatory changes, and governance.

As required by Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations’), a detailed report on Corporate Governance
together with the Auditor’s Certificate on its compliance
forms part of the Annual Report as ‘Annexure-6’.

A certificate issued by M/s Gupta Gulshan & Associates,
Company Secretaries, regarding compliance with the
conditions of Corporate Governance as stipulated in
Regulation 34(3) and Schedule V of SeBi (Listing
Obligation and Disclosure Requirements), 2015, has been
obtained and is annexed at the end of Corporate
Governance Report in the aforesaid annexure.

Also, a declaration signed by the Managing Director
stating that the members of the Board of Directors, and
senior management personnel have affirmed the
compliance with code of conduct of the Board of Directors
and Senior Management forms part of this report. The
code can be viewed at the following link:

http://www.cordscable.com/cordscable/Code%20of%20Conduct%20for%20the%20Directors%20and%20Senior%20Manaqement%20Team.pdf

Managing Director and Chief Financial Officer
Certification

The Managing Director and the Chief Financial Officer of
the Company have given a certificate to the Board as
contemplated under Regulation 17(8) of SEBI (Listing
Obligation and Disclosure Requirements), 2015. The
certificate is annexed with this report as ‘Annexure-7’.

Management Discussion and Analysis

The Management Discussion and Analysis and the
Business Responsibility Report, as required under the
SEBI Listing Regulations, form part of this report as
Annexure-8’.

Insider Trading Code

The company has adopted an ‘Internal Code of Conduct
for Regulating, Monitoring, and Reporting of Trades by
Designated Persons’ (“the Code”) in accordance with the
SEBI (Prohibition of Insider Trading) Regulations, 2015
(The PIT Regulations). The Code is applicable to
Promoters, Members of Promoter Group, all Directors,
and such Designated Employees who are expected to
have access to unpublished price-sensitive information
relating to the Company. The Company Secretary is the
Compliance Officer for monitoring adherence to the said
PIT Regulations. The company has also formulated ‘The
Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI)’ in
compliance with the PIT Regulations. All Board of
Directors and the designated persons have confirmed
compliance with the Code. This Code is displayed on
company’s website:

http://www.cordscable.com/cordscable/media/policies/Insider%20Trading%20Policv %2024.05.24.pdf

Electronic Filling

The company is also periodically uploading Annual
Reports, Financial Results, Shareholding Patterns, etc.,
on its website: www.cordscable.com within the prescribed
time limit.

Formal Annual Evaluation by the Board of Its Own
Performance and That of Its Committees

The Board has carried out an annual evaluation of its
own performance, performance of the Directors, and the
evaluation of the working of its committees. The NRC
has defined the evaluation criteria, procedure, and time
schedule for the Performance Evaluation process for the
Board, its Committees, and Directors.

The performance of the Board and individual Directors
was evaluated by the Board after seeking inputs from all
the Directors. The performance of the Committees was
evaluated by the Board after seeking inputs from the
Committee Members.

The criteria for performance evaluation of the Board
included aspects such as Board composition and
structure, effectiveness of Board processes, contribution
to the long-term strategic planning, etc. The criteria for
performance evaluation of the Committees included
aspects such as structure and composition of
Committees, effectiveness of Committee Meetings, and
participation of individual director in deliberations among
other attributes in such meetings.

The above criteria are broadly based on the Guidance
Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017. The Board
of Directors has expressed its satisfaction with the
evaluation process.

Directors’ Responsibility Statement

The Board of Directors acknowledges the responsibility
for ensuring compliance with the provisions of Section
134(3)(c) read with Section 134(5) of the Companies Act,
2013, in the preparation of the annual accounts.
Accordingly, the Directors of your Company make the
following statements in terms of Section 134 of the
Companies Act, 2013, to the best of their knowledge and
belief, and according to the information and explanations
obtained by them:

a) In the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards (IndAS) have been followed, and there are
no material departures.

b) The Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of
your company at the end of the financial year on
March 31,2025, and of the profit of the company for
the period ended on that date.

c) The directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.

d) The directors had prepared the annual accounts for
the year ended on March 31, 2025, on a going
concern basis.

e) The directors had laid down internal financial controls
to be followed by the company and that such internal
financial controls are adequate and are operating
effectively; and

f) 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.

Internal Financial Control Systems and Their
Adequacy

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal, statutory, and
secretarial auditors and external consultants, and the
reviews performed by management and the relevant
board committees, including the Audit Committee, the
Board is of the opinion that Company’s internal financial
controls were adequate and effective during the financial
year under review. The Directors review the financial
control systems from time to time and adequate steps
are taken to strengthen such systems. Details regarding
internal financial controls and their adequacy are also
included in the Management Discussion and Analysis.

Audit Committee and Its Recommendations

Pursuant to the provisions of Section 177 of the
Companies Act, 2013, read with Rule 6 of the Companies
(Meetings of the Board and its Powers) Rules, 2014, and
Regulation 18 of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the details
pertaining to the composition of the Audit Committee are
included in the Corporate Governance Report, which
forms part of this Annual Report. All recommendations of
the Audit Committee have been accepted by the Board;
hence, there is no requirement to disclose reasons for
not accepting any such recommendations.

Vigil Mechanism and Whistle Blower Policy

The Company has established a vigil mechanism by
adopting a Whistle Blower Policy for stakeholders,
including Directors and employees of the Company and
their representative bodies, to report genuine concerns
in the prescribed manner, enabling them to freely
communicate their concerns and grievances about illegal
or unethical practices in the Company, actual or
suspected fraud or violation of the Company’s Code or
Policies.

The vigil mechanism is overseen by the Audit Committee
and provides adequate safeguards against victimization
of stakeholders who use such mechanism. It provides a
mechanism for stakeholders to approach the Chairman
of the Audit Committee or the Chairman of the Company.

During the year, no person was denied access to the
Chairman of the Audit Committee or to the Chairman of
the Company. The Whistle Blower Policy of the Company
is available at web link

http://www.cordscable.com/cordscable/media/policies/Whistle%20Blower%20Policy.pdf

Appointment of Statutory Auditors, Audit Report and
Reporting of Frauds

The members at the 30^th Annual General Meeting of the
Company approved the re-appointment of M/s Alok Misra
& Co., Chartered Accountants (FRN 018734N), as the
Statutory Auditors of the Company to hold office for a
second term of five years, i.e., from the conclusion of the
30^th Annual General Meeting and until the conclusion of
35^th Annual General Meeting.

The Statutory Auditors, M/s Alok Misra & Co., Chartered
Accountants, have submitted a certificate confirming their
eligibility under Section 139 of the Act and that they meet
the criteria for appointment specified in Section 141 of
the Act. Further, the Company has also received a
declaration from the Auditors that they are not disqualified
for such appointment/reappointment under the said Act.

The Auditor’s Report is annexed with the financial
statements for the financial year under review. The
Auditor’s Report does not contain any qualifications,
reservations, adverse remarks, or disclaimers; hence, no

explanation or comments from the Board are required in
this regard. The observations of the Statutory Auditors in
their report should be read with the relevant notes to
accounts and are self-explanatory, requiring no further
comments.

The auditors of your Company have not reported any fraud
during the financial year under review as there were no
such instances of fraud reported by the Statutory Auditors
under Section 143(12) of the Act and Rules framed
thereunder, either to the Company or to the Central
Government.

Appointment of Secretarial Auditors, Secretarial
Standards, Secretarial Audit Report and Annual
Secretarial Compliance Report

The company has complied with the applicable Secretarial
Standards. The Directors have devised proper systems
and processes for complying with the requirements of
applicable Secretarial Standards issued by the Institute
of Company Secretaries of India, and that such systems
were adequate and operating effectively.

In terms of Section 204 of the Companies Act, 2013 and
in compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act, the Board at its
meeting held on May 27, 2025, based on recommendation
of the Audit Committee, has approved the appointment
of M/s Gupta Gulshan & Associates, Company
Secretaries, as Secretarial Auditors of the Company for
a term of five consecutive years commencing from FY
2025-26 till FY 2029-30, (subject to approval of the
Members at the ensuing AGM) at such remuneration as
may be determined by the Board of Directors of the
Company (including its Committees thereof), from time
to time, in consultation with the Secretarial Auditors for
each Financial Year.

A copy of the Secretarial Audit Report submitted by M/s
Gupta Gulshan & Associates, Company Secretaries is
annexed herewith as ‘Annexure-9’.

The Annual Secretarial Compliance Report for the
financial year under review, also obtained from M/s Gupta
Gulshan & Associates, Company Secretaries and
submitted to stock exchanges i.e. BSE and NSE within
stipulated time period, is annexed herewith as ‘Annexure-
10’.

The aforesaid reports do not contain any qualifications,
reservations, adverse remarks, or disclaimers; therefore,
the Board is not required to provide further comments
thereon.

Cost Records, Appointment of Cost Auditors and Cost
Audit Report

In accordance with Section 148 of the Companies Act,
2013, read with The Companies (Cost Records and Audit)
Rules, 2014, the Company maintains accounts and
records related to manufacturing activities and has them
duly audited.

The Cost Audit Report for the previous financial year
2023-24, issued by M/s S Chander & Associates, Cost
Accountants, was submitted to the Ministry of Corporate
Affairs on August 24, 2024. The Cost Audit for the financial
year 2024-25 is currently underway, and the report will
be submitted to the Ministry of Corporate Affairs upon
completion of the audit by M/s S Chander & Associates,
Cost Accountants, who have been appointed as the Cost
Auditors for the said financial year.

The Board has approved the appointment of M/s S
Chander & Associates, Cost Accountants (Firm
Registration No. 100105), as Cost Auditors for the
financial year 2025-26, subject to ratification of
remuneration by the shareholders at the ensuing Annual
General Meeting.

Corporate Social Responsibility (CSR)

In terms of the provisions of section 135 of the Companies
Act, 2013, read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board of Directors
has constituted a Corporate Social Responsibility (“CSR”)
Committee. The CSR policy, is available on the
Company’s website:

http://www.cordscable.com/cordscable/media/policies/CSR%20Policy.pdf

The Company, in every financial year, in line with the
Companies Act, 2013, pledges to spend a minimum two
percent of the average net profits made during the three
immediately preceding financial years towards CSR
initiatives.

During the year, Company’s CSR focus has remained on
improving academic performance of students by providing
quality education for which company had spent amount
for distribution of school uniform, blazer/sweater, shoes
among students of special school for hearing impaired.

Under CSR initiative, company had also collaborated with
ISKCON as religious and charitable institution who runs
“Anna se Atma ki Sewa’’ project (A Project to Combat
Malnutrition and Support the Needy) to provide free,
nutritious meals to those most in need, including residents
of slums, homeless individuals, elderly citizens, low
income families, people with disabilities, and others
suffering from food insecurity. This initiative aims to
alleviate malnutrition.

Further, company had whole hearted deposited fund in
PM CARES Fund and also support programmes for
women empowerment through Udayan Cares developed
Skill Centers in Greater NOIDA, to train underprivileged
women in different skills to enable them to generate
income to become economically independent and offer a
gamut of courses ranging from stitching, beauty therapy,
enamel products, pottery and paper craft to computer-
aided pattern making and graphic designing, designed
to empower underserved women and lead them to
livelihood and financial independence.

In terms of section 135 and Schedule VII of the
Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board of
Directors have constituted a Corporate Social
Responsibility Committee. For details of the committee
constitution of the CSR, please refer to the corporate
governance report, which forms part of this Annual Report.

The particulars regarding composition of CSR committee
and other disclosures required in pursuance of the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 are given in ‘Annexure-11’.

Annual Return of the Company

The Annual Return of the Company shall be placed on its
website as required under Section 92(3) of the Companies
Act, 2013. The Annual Return can be accessed at
https://www.cordscable.com/cordscable/Annual%20Return%2023-24%20edit.pdf

Conservations of Energy

The Company, for energy requirements, is primarily
dependent on the power supply by the electricity
distribution companies and has power back up facilities
to meet the requirement, and all of which may also include
the electricity generated through alternate sources of
energy. The Company follows a policy of using energy-
efficient machinery, equipment, and appliances. The old
machineries are replaced with new energy-efficient
machines from the time to time to conserve energy,
resulting in savings on that count. The particulars relating
to conservation of energy, as required to be disclosed
under Section 134 (3) (m) of the Companies Act, 2013,
read with Companies (Accounts) Rules, 2014 are
provided as Annexure-12’.

Technology Absorption

The activities of the company do not directly involve any
advanced technology except for routine business and
official purposes. Therefore, the details regarding efforts
made toward technology absorption and the benefits
derived therefrom are not applicable. Further, the
Company has not imported any technology during the
last three years from the beginning of the financial year
under review. The particulars relating to technology
absorption, required to be disclosed under Section
134(3)(m) of the Companies Act, 2013, read with
Companies (Accounts) Rules, 2014, are provided as
Annexure-13’.

Foreign Exchange Earnings and Outgo

During the year under review, Company’s products were
exported to other countries, earning foreign exchange.
The Company also participated in international
exhibitions, seminars, and conferences, to promote of its
products. Efforts shall continue to expand the
geographical reach on export market to maximize foreign
exchange inflow and to minimize the foreign exchange
outflow.

The Company earned '' 2,028.52 lacs (previous year:
'' 1,753.60 lacs) in foreign exchange in terms of actual
inflows and spent an amount of '' 14.13 lacs (previous
year: '' 497.24 lacs) in foreign exchange outgo in terms
of actual outflows during the financial year under review.

Risk Management Policy

Risk Management Policy commensurate with its size and
nature of business is developed and implemented by the
company and discussed by the Board from time to time
while it reviews the business operations. Policy is primarily
developed with a view to identify and mitigate risks that
could threaten the existence of the company. The policy
provides a reasonable assurance in respect of providing
financial and operational risk in respect of business of
the company, complying with applicable statutes and
safeguarding of assets of the company.

The Board believes that no significant risk threatens the
Company’s existence as of the date of this report, nor
does it foresee any potential risks in the near future. The
Audit Committee provides additional oversight on financial
controls.

A brief about the risks and concern is also given in the
Management Discussion and Analysis Report.

Detail of Orders Passed by Regulators, Courts, or
Tribunals

During the period under review, no material orders have
been passed by any regulator, court, tribunal that would
impact the Company’s going concern status or future
operations, except to the extent as may be mentioned in
the notes to accounts attached to the financial statements
forming part of the Annual Report.

Details of Applications Under Insolvency and
Bankruptcy Code, 2016

During the period under review, no application was filed
against the Company under the Insolvency and
Bankruptcy Code, 2016, for default in payment of debt.
Consequently, status of such application and other
disclosures in this regard are not applicable to your
Company.

Particulars about Valuation in Case of One-Time
Settlement

During the financial year under review, the company did
not enter into one-time settlement with banks or financial
institutions in respect of loans availed by the Company.
Therefore, the reasons and other disclosures regarding
differences between the amount of the valuation done at
the time of one-time settlement and the valuation done
while taking loan from the banks or financial institutions
are not applicable.

Human Resources and Compliances

The Company recognizes that its employees are its most
valuable asset and remains committed to fostering a work
environment that promotes diversity, equity, inclusivity,
and mutual respect. During the financial year under
review, the Company continued to invest in employee
training, performance development, and welfare initiatives
to enhance productivity and employee satisfaction. The
number of employees as at the end of the financial year
are as follow:

Male	Female	Transgender	Total
207	24	--	231

The Company is an equal opportunity employer and does
not discriminate on the basis of gender, caste, religion,
disability, or sexual orientation. The Company remains
committed to supporting the well-being of its employees
and ensuring a safe and inclusive workplace for all.

The industrial relations during the year remained cordial,
and the Company acknowledges the contribution of its
employees towards its overall performance and growth.
The Company ensures adherence to statutory obligations
ensuring compliance with all applicable provisions of
labour and employment laws.

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, and the rules made
thereunder. All eligible women employees were extended
the applicable maternity benefits, including paid leave,
nursing breaks, and other entitlements as prescribed
under the Act.

Disclosure regarding the Sexual Harassment of
Women at Workplace

The Company is committed to providing a safe, respectful,
and inclusive workplace for all women employees. It
strives to maintain a work environment that is free from
discrimination, intimidation, and any form of harassment,
including sexual harassment.

In compliance with the provisions of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has
adopted a comprehensive Anti-Sexual Harassment Policy
(POSH Policy). An Internal Complaints Committee (ICC)
has been duly constituted to inquire into complaints
received either directly or through the Government of
India''s She-Box platform and take action in accordance
with the law. The policy is available at Company''s website:
http://www.cordscable.com/cordscable/Policv%20on%20PQSH%20Act.pdf.

The particulars of the complaints received and disposed
of during the financial year are as follows:

Number of complaints pending as at the beginning	Nil
of financial year
Number of complaints received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of complaints pending as on end of the year	Nil
Number of complaints pending for more than 90 days	Nil

The Company remains committed to providing a safe,
inclusive, and respectful workplace for all its employees.
Regular training and awareness programs on gender
sensitization, workplace conduct, and the POSH policy
are conducted across locations.

ISO Certificates and other recognitions

Your Company is awarded the globally recognized and
prestigious ISO 9001:2015, ISO 14001:2015, ISO
45001:2018 certifications. Additionally, it holds BIS 7098
and BIS 1554 certifications for both Kahrani Plant and
Chopanki Plant, and BIS 694 for Kahrani Plant, reflecting
its adherence to international standards in Quality,
Environmental, Occupational Health, and Safety
Management Systems.

Green Initiative in Corporate Governance

In line with the Ministry of Corporate Affairs'' Green
Initiative in Corporate Governance, vide its circular no.
17/2011 dated 21.04.2011, your Company has adopted
sustainability initiatives with the aim of going green and
minimizing its impact on the environment. While all
Shareholders are encouraged to opt for electronic
communication to support these efforts, your Company
sincerely appreciates Shareholders who have already
contributed towards furtherance of this Green Initiative.
Electronic copies of the Annual Report for the financial
year 2024-25 along with the notice of 34th Annual General
Meeting will be sent to members with email addresses
registered with the Company/Depository participants.
Physical copies shall be dispatched, upon request to
Company Secretary. The Company also offers e-voting
facility to all members to enable them to cast their votes
electronically on all resolutions set forth in the notice. This
is pursuant to section 108 of Companies Act, 2013 and
Companies (Management and Administration) Rules,
2014. The instructions for e-voting are provided in the
Notice. The Company is also periodically uploading
Annual Reports, Financial Results, and Shareholding
Pattern, etc., on its website: www.cordscable.com within
the prescribed time limit.

Appreciation

The Board of Directors places on record its sincere
appreciation for the dedication, hard work, and
commitment of all employees, professionals, and
individuals associated with the Company at all levels
during the year under review. Their continued efforts have
been integral to the Company''s sustained performance
and operational excellence.

The Board also extends its deep gratitude to the
Company''s suppliers, distribution stockists, retailers,
business partners, consultants, and other stakeholders
for their unwavering support, cooperation, and trust, which
have been instrumental in driving the Company''s growth
and success.

The Board acknowledges and values the confidence
reposed by the shareholders and looks forward to their
continued support in the years to come.

By Order of Board
For Cords Cable Industries Limited

Naveen Sawhney Pawan Kumar Maheswari
Managing Director Whole Time Director

DIN: 00893704 DIN: 10238911

Place: New Delhi
Date: July 31,2025

---

Mar 31, 2024

The Board of Directors of Cords Cable Industries Limited (“Company”) is pleased to present the 33^rd report on the business and operations, along with the audited financial statement for the financial year ended March 31, 2024.

The Financial summary and highlights	(Amount in '' Lacs)
	For Year ended
Particulars	March 31, 2024	March 31, 2023
Revenue from operations	62,774.49	52,625.51
Other income	522.55	139.21
Total revenue	63,297.04	52,764.72
Operating Expenses	58,643.55	48,671.97
Profit before Interest, Depreciation and Tax (PBITD)	4,653.49	4,092.75
Finance cost	2,463.69	2,349.29
Depreciation	814.60	768.91
Profit (Loss) before tax (PBT)	1,375.20	974.55
Provision for tax including deferred tax	368.14	252.61
Profit (Loss) for the year	1,007.06	721.94
Balance at the beginning of period	9,216.92	8,494.98
Amounts available for appropriation	10,223.98	9216.92
Transfer to Capital Redemption Reserve Account	—	—
Transfer to General Reserve	—	—
Dividend	—	—
Balance at the end of period	10,223.98	9,216.92
Earnings per share (basic and diluted) (in Rs.)	7.76	5.52

The State of the Company’s Affairs and Business Performance

The primary source of revenue for your company stems from the manufacturing and sale of high-quality customized cables conforming to both Indian and international specifications. This encompassing range includes Control, Instrumentation, and custom-designed cables, along with Low Voltage (LV) power cables. The Company has adeptly addressed the distinct needs of diverse industries, including Power, Oil and Gas, Refineries, Steel, Chemicals, Cement, Water Desalination, Metro Rail, Airports, and various other sectors.

During the financial year under review, the total income was '' 63,297.04 lacs as against '' 52,764.72 lacs in the previous year. Your Company earned Profit Before Interest, Tax and Depreciation of '' 4,653.49 lacs as against a PBITDA of '' 4,092.75 lacs in the previous year. The finance cost was '' 2,463.69 lacs as against '' 2,349.29 lacs in the previous year. The total comprehensive income, comprising profit / loss and other comprehensive income for the period is '' 1,003.43 lacs as against a PAT of '' 713.32 lacs in the previous year.

During the last financial year, your company obtained approvals from prestigious domestic and global customers in sectors such as renewable energy, solar power, green hydrogen, hydrocarbon, water, and other infrastructure projects. Additionally, CORDS has successfully exported cables to customers in the Middle East, Australia, Europe, and Africa, and executed large volume orders for overseas refineries and petrochemical projects. Your company has also secured a BIS licence for 1.9/3.3 KV power cables and is in the process of obtaining NABL accreditation for the testing lab. Furthermore, your company has also participated in national and international exhibitions during the period.

No material changes in the future prospects of these business activities are expected due to the overall economic scenario. The state of the company’s affairs is detailed in the enclosed financial statement and summary provided herein. Segment-wise reporting is not applicable to the Company as revenues are generated from a single segment.

During the year under review, no change took place in the name, status, or in the financial year of your Company. There was no transaction or event involving any

acquisition, merger, induction of financial or strategic partners, and diversification by your company. The company has not developed, acquired, or assigned any material intellectual property rights during the financial year under review. Further, there is no other material event having an impact on the affairs of your Company.

Change in the Nature of Business

During the period under review, no change has occurred in the nature of business carried out by your company, as it has not commenced any new business or discontinued or disposed-off any of its existing businesses.

Material Changes and Commitments

No material changes and commitments, either external or internal such as technical, legal, financial, strikes, breakdown, and lockdown affecting the financial position of the Company have occurred between the end of the financial year to which the financial statement relates and the date of signing of this Report.

Further, your Company has not revised any of its financial statements or the Boards’ report in respect of the three preceding financial years, either voluntarily or pursuant to any order of a judicial authority.

Particulars of Subsidiaries, Joint Ventures and Associate Companies

As on date of this report, your company does not have

any subsidiary, joint ventures, or associate companies. Further, during the period under review, no company became or ceased to be a subsidiary, joint venture, or an associate company.

Change in Capital Structure

As of March 31,2024, the authorised share capital of the Company is '' 1,710.00 lacs, divided into 1,35,00,000 equity shares of '' 10 each and 3,60,000 preference shares of '' 100 each. The paid-up capital of the Company as of March 31, 2024, is '' 1,292.78 lacs, divided into 1,29,27,780 equity shares of '' 10 each.

During the financial year under review, no change took place in the authorised, issued, subscribed, and paid-up share capital of the Company. Accordingly, the disclosures relating to issue of shares, warrants, convertible securities, equity shares with differential voting rights, sweat equity shares, employees stock options, and shares held in trust for the benefit of employees are not applicable to your Company.

Borrowings and Credit Rating

Your company has not issued any debentures, bonds, or any other non-convertible securities to borrow money. The company has availed credit facilities from banks, financial institutions, and/or other entities. The ratings assigned by CareEdge Ratings (CARE Ratings Ltd.) to the credit facilities of your company are summarized as follows:

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

Deposits

During the period under review, your company has not accepted any deposits as covered under Companies (Acceptance of Deposits) Rules, 2014, and no amount remained unpaid or unclaimed at the end of the financial year. As your company has not accepted any deposits, there were no defaults in repayment of deposits or payment of interest thereon during the financial year under review. Furthermore, there is no deposit that is not in compliance with the requirement of aforesaid rules.

The particulars of loans and advances not considered as deposits and not covered under Companies (Acceptance of Deposits) Rules, 2014, are as follows:

Particulars	Amount as at March 31,2024 ('' Lacs)
Loan from regional financial institutions	911.88
Loan from scheduled banks	3,857.06
Loan received from other Companies	3,509.29
Loan from directors	160.00
Security amount received from employees	5.08
Advance for supply of goods or services	303.28
Total	8,746.59

Dividend and Other Corporate Actions

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the Board of Directors of the Company has implemented a Dividend Distribution Policy aimed at balancing profit retention and a fair, sustainable and consistent distribution of profits among its Members. The policy is available on the Company’s website under the ‘Corporate Governance’ section at http:// www.cordscable.com/cordscable/media/policies/ Dividend%20Distribution%20 policy.pdf

The Directors are pleased to recommend a dividend of '' 1/- per share (i.e., 10%) on the Equity Shares of the Company of '' 10 each for the year ended March 31,2024 (previous year: Nil). If the recommended dividend is declared at the ensuing Annual General Meeting (‘AGM’), the total outflow towards dividend on Equity Shares for the year would be '' 129.28 Lacs (previous year: Nil).

The Company was not required to complete or implement any corporate actions as there were no events related to the declaration of dividends, buy back of securities, mergers, demergers, listing or delisting of securities, and split or consolidation of securities during the year ended March 31,2024.

Transfer to Investor Education and Protection Fund

Pursuant to Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“EPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven years.

Furthermore, according to the IEPF Rules, the shares in respect of which dividends have not been paid or claimed by Shareholders for seven consecutive years or more are also required to be transferred to the Demat account of IEPF Authority.

Your Company does not have any unpaid or unclaimed dividends or shares relating thereto that require transfer to the IEPF as of the date of this Report.

Transfers to Reserves

The Directors do not propose to transfer any amount to any reserve or general reserve of the Company.

Particulars of Loans, Guarantees or Investment

The company has not granted any loans, guarantees, or provided security, nor has it made any investments falling within purview of section 186 of the Companies Act, 2013. The particulars of investments under Section 186 of the Companies Act, 2013, are annexed herewith as ‘Annexure-1’.

Particulars of Contracts, Arrangements and Transactions with the Related Parties

The Company has a Policy on Related-Party Transactions in place, in line with the Act and the SEBI Listing Regulations. This policy is also available on the Company’s website at http://www.cordscable.com/ cordscable/Related%20Party%20Policies.pdf .

As per the SEBI Listing Regulations, if any Related Party Transactions (‘RPTs’) exceeds '' 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement, whichever is lower, would be considered material and would require Members’ approval. No material related-party transactions were entered into during the financial year by the Company. In terms of Regulation 23 of SEBI Listing Regulations, the company submits details of RPTS as per the prescribed format to the stock exchanges on half-yearly basis.

All the related-party transactions entered into during the financial year were on arm’s length basis, in the ordinary course of business, and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. As per Section 188(2) of the Act, every contract or arrangement entered into with the related parties is required to be disclosed in this report. Accordingly, the particulars of related party transactions entered by the Company with such related parties during the financial year under review are disclosed in form No. AOC-2 and attached with this report as ‘Annexure-2’.

Further, the related party transactions attracting the compliance under Section 177 of the Companies Act, 2013 and/or SEBI Listing Regulations were placed before the Audit Committee on quarterly basis for necessary

approval/review. Also, a statement of all related party transactions entered into was presented before the Audit Committee on quarterly basis, specifying the nature, value, and any other related terms and conditions of the transactions.

The details of related party transactions during the year, including transactions with persons or entities belonging to the promoter or promoter group holding 10% or more shareholding in the Company as required under Schedule V, Part A (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the accompanying financial statement at Note No. 32 (D).

Particulars of Director and Key Managerial Personnel and Changes

The particulars regarding the persons holding office as Directors and Key Managerial Persons during the financial year under along with particulars of changes among them upon appointment, re-appointment or cessation, are annexed herewith as ‘Annexure-3’.

Statement and Declaration in respect of Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors of the Company have confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Board of Directors of the Company has taken on record the aforesaid declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, all the Independent Directors fulfil the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is of the opinion that the Independent Directors of the Company possess the requisite qualifications, experience, and expertise in the fields of science and technology, industry experience, strategy, sales, marketing, finance and governance, information technology and digitalization, human resources, safety, and sustainability and that they uphold the highest standards of integrity.

The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. The Certificate of Independence received from all the Independent Directors has been duly noted by the Board at its meeting held on May 24, 2024.

A statement of the Board of Directors with regard to integrity, expertise, and experience of Independent Directors appointed during the financial year 2023-24 is annexed herewith as ‘Annexure-4’.

Meeting of Independent Directors

The Independent Directors met once during the financial year under review on January 21, 2023, pursuant to Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Schedule IV to the Companies Act, 2013, inter-alia, to discuss:

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

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

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

The meeting of the Independent Directors was conducted without the presence of the Chairman, Managing Director, Non-Executive Directors, Chief Financial Officer, and the Company Secretary and Compliance Officer of the Company.

Familiarization Program for Independent Directors

The Independent Directors attend a familiarization and orientation program on being inducted into the Board. The details of familiarization and orientation program are provided in the Corporate Governance Report and are also available on the Company’s website at http:// cordscable.com/cordscable/ Familiarisation Programme.pdf .

Nomination and Remuneration Committee, Policy on Appointment of Directors

The Nomination and Remuneration Committee (“NRC”) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects indepth understanding of the Company, including its strategies, environment, operations, financial condition, and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director’s appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles

of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, a specific requirement for the position including expert knowledge expected is communicated to the appointee.

During the year under review, the Board has also reviewed the list of core skills, expertise, and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company, which were mapped with each of the Directors on the Board. The same is disclosed in the Corporate Governance Report forming part of the Annual Report

Criteria for Determining Qualifications, Positive Attributes, and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes, and independence of directors in terms of provisions of Section 178(3) of the Act and Regulation 19, read with Part D of Schedule II of the SEBI Listing Regulations.

Independence: In accordance with the above criteria, a Director will be considered an ‘Independent Director’ if (s)he meets the criteria for Independence as laid down in the Act and Rules framed thereunder, as amended, and Regulation 16(1)(b) of the SEBI Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age, and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal and communication skills, and soundness of judgement. Independent Directors are also expected to abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Act.

Remuneration Policy and Remuneration of Directors and Key Managerial Personnel

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel, and other employees pursuant to the provisions of the Act and the Listing Regulations. The remuneration determined for Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Executive Directors are not paid sitting fees; the Independent Directors are entitled to sitting fees for attending the Board Meetings.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel, and all other employees is in accordance with the Remuneration Policy of the Company. The Remuneration Policy of your Company can be viewed at the following link: http:// www.cordscable.com/cordscable/media/policies/ Nomination%20and%20Remuneration%20Policy.pdf

The particulars regarding remuneration of the Directors and Key Managerial Personnel, along with details of the ratio of remuneration of each Director to the median remuneration of employees of the Company for the financial year under review, is given in ‘Annexure-5’.

A statement containing particulars of the top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act, read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in ‘Annexure-5’.

In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders including the aforesaid Annexure. The aforesaid Statement is also open for inspection at the Registered Office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Neither the Managing Director nor the Whole-time Director of your Company receives any remuneration or commission from any of its subsidiaries as there was no such subsidiary company during the period under review.

Details of Board Meetings and Constitution of Various Committees

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013, and SEBI Listing Regulations, namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Committee of Directors, and Corporate Social Responsibility Committee.

All decisions pertaining to the constitution of Committees, appointment of members, and fixing of terms of reference and the role of the committees are taken by the Board of Directors.

Details of the role and composition of these committees, including the numbers of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section, which forms part of the Annual Report.

Listing and Dematerialization of Securities and the Status of Listing Fee

The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2024-25 has already been paid to the stock exchanges. The equity shares are available for dematerialization through National Securities

Depository Limited and Central Depository Services (India) Limited, and ISIN assigned to the equity shares is INE792I0101 7.

Corporate Governance

The Governance, Corporate Secretarial, and Legal functions of the Company ensure maintenance of good governance within the organization. The existence of good corporate governance is essential for the businesses to function smoothly, ensuring compliant at all times and providing strategic business partnership in the areas including legal expertise, corporate restructuring, regulatory changes, and governance.

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), a detailed report on Corporate Governance together with the Auditor’s Certificate on its compliance forms part of the Annual Report as ‘Annexure-6’.

A certificate issued by M/s Gupta Gulshan & Associates, Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) and Schedule V of SeBi (Listing Obligation and Disclosure Requirements), 2015, has been obtained and is annexed at the end of Corporate Governance Report in the aforesaid annexure.

Also, a declaration signed by the Managing Director stating that the members of the Board of Directors, and senior management personnel have affirmed the compliance with code of conduct of the Board of Directors and Senior Management forms part of this report. The code can be viewed at the following link: http:// www.cordscable.com/cordscable/Code%20of%20 Conduct%20for%20the%20Directors%20and% 20Senior%20Management%20Team.pdf

Managing Director and Chief Financial Officer Certification

The Managing Director and the Chief Financial Officer of the Company have given a certificate to the Board as contemplated under Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements), 2015. The certificate is annexed with this report as ‘Annexure-7’.

Management Discussion and Analysis

The Management Discussion and Analysis and the Business Responsibility Report, as required under the SEBI Listing Regulations, form part of this report as Annexure-8’.

Insider Trading Code

The company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring, and Reporting of Trades by Designated Persons’ (“the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). The Code is applicable to Promoters, Members of Promoter Group, all Directors,

and such Designated Employees who are expected to have access to unpublished price-sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with the PIT Regulations. All Board of Directors and the designated persons have confirmed compliance with the Code. This Code is displayed on company’s website: http://www.cordscable.com/ cordscable/media/policies/ Insider%20Trading%20Policy %2024.05.24.pdf

Electronic Filling

The company is also periodically uploading Annual Reports, Financial Results, Shareholding Patterns, etc., on its website: www.cordscable.com within the prescribed time limit.

Formal Annual Evaluation by the Board of Its Own Performance and That of Its Committees

The Board has carried out an annual evaluation of its own performance, performance of the Directors, and the evaluation of the working of its committees. The NRC has defined the evaluation criteria, procedure, and time schedule for the Performance Evaluation process for the Board, its Committees, and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members.

The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution to the long-term strategic planning, etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee Meetings, and participation of individual director in deliberations among other attributes in such meetings.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The Board of Directors has expressed its satisfaction with the evaluation process.

Directors’ Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, in the preparation of the annual accounts. Accordingly, the Directors of your Company make the following statements in terms of Section 134 of the Companies Act, 2013, to the best of their knowledge and belief, and according to the information and explanations obtained by them:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed, and there are no material departures.

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the end of the financial year on March 31,2024, and of the profit of the company for the period ended on that date.

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors had prepared the annual accounts for the year ended on March 31, 2024, on a going concern basis.

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

f) 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.

Internal Financial Control Systems and Their Adequacy

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and external consultants, and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that Company’s internal financial controls were adequate and effective during the financial year under review. The Directors review the financial control systems from time to time and adequate steps are taken to strengthen such systems. Details regarding internal financial controls and their adequacy are also included in the Management Discussion and Analysis.

Audit Committee and Its Recommendations

Pursuant to the provisions of Section 177 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Annual Report. All recommendations of the Audit Committee have been accepted by the Board;

hence, there is no requirement to disclose reasons for not accepting any such recommendations.

Vigil Mechanism and Whistle Blower Policy

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for stakeholders, including Directors and employees of the Company and their representative bodies, to report genuine concerns in the prescribed manner, enabling them to freely communicate their concerns and grievances about illegal or unethical practices in the Company, actual or suspected fraud or violation of the Company’s Code or Policies.

The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of stakeholders who use such mechanism. It provides a mechanism for stakeholders to approach the Chairman of the Audit Committee or the Chairman of the Company.

During the year, no person was denied access to the Chairman of the Audit Committee or to the Chairman of the Company. The Whistle Blower Policy of the Company is available at web link http://www.cordscable.com/ cordscable/media/policies/ Whistle%20Blower%20Policy.pdf

Appointment of Statutory Auditors, Audit Report and Reporting of Frauds

The members at the 30^th Annual General Meeting of the Company approved the re-appointment of M/s Alok Misra & Co., Chartered Accountants (FRN 018734N), as the Statutory Auditors of the Company to hold office for a second term of five years, i.e., from the conclusion of the 30^th Annual General Meeting and until the conclusion of 35^th Annual General Meeting.

The Statutory Auditors, M/s Alok Misra & Co., Chartered Accountants, have submitted a certificate confirming their eligibility under Section 139 of the Act and that they meet the criteria for appointment specified in Section 141 of the Act. Further, the Company has also received a declaration from the Auditors that they are not disqualified for such appointment/reappointment under the said Act.

The Auditor’s Report is annexed with the financial statements for the financial year under review. The Auditor’s Report does not contain any qualifications, reservations, adverse remarks, or disclaimers; hence, no explanation or comments from the Board are required in this regard. The observations of the Statutory Auditors in their report should be read with the relevant notes to accounts and are self-explanatory, requiring no further comments.

The auditors of your Company have not reported any fraud during the financial year under review as there were no such instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder, either to the Company or to the Central Government.

Secretarial Standards and Secretarial Audit Report and Secretarial Compliance Report

The company has complied with the applicable Secretarial Standards. The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India, and that such systems were adequate and operating effectively.

The Board, in its meeting held on 20.05.2023, has approved the appointment of M/s Gupta Gulshan & Associates, Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2023-24. Pursuant to the provisions of Section 204 of the Companies Act, 2013, a copy of the Secretarial Audit Report submitted by M/s Gupta Gulshan & Associates, Company Secretaries is annexed herewith as Annexure-9’.

The Secretarial Compliance Report for the financial year under review, also submitted by M/s Gupta Gulshan & Associates, Company Secretaries, is annexed herewith as Annexure-10’.

The aforesaid reports do not contain any qualifications, reservations, adverse remarks, or disclaimers; therefore, the Board is not required to provide further comments thereon.

Cost Records, Appointment of Cost Auditors and Cost Audit Report

In accordance with Section 148 of the Companies Act, 2013, read with The Companies (Cost Records and Audit) Rules, 2014, the Company maintains accounts and records related to manufacturing activities and has them duly audited.

The Board has appointed M/s S. Chander & Associates, Cost Accountants, as the Cost Auditor for the financial year 2024-25. The remuneration payable to the Cost Auditor will be placed before the members at the general meeting for ratification. Accordingly, a resolution seeking members’ ratification for the remuneration is included in the notice of the Annual General Meeting.

The Cost Audit Report for the previous financial year 202223, issued by M/s S. Chander & Associates, Cost Accountants, was submitted to the Ministry of Corporate Affairs on August 25, 2023.

Corporate Social Responsibility (CSR)

In terms of the provisions of section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (“CSR”) Committee. The CSR policy, as revised, is available on the Company’s website: http://www.cordscable.com/ cordscable/media/policies/CSR%20Policy.pdf

As a socially responsible and caring Company, we are committed to playing a larger role in welfare of animals,

ecological balance, promoting healthcare, including organising health check-up camp in Bhiwadi. We also focus on improving academic performance of students by providing quality education and had spent amount for promoting education among children. The Company, in every financial year, in line with the Companies Act, 2013, pledges to spend a minimum two percent of the average net profits made during the three immediately preceding financial years towards CSR initiatives.

In terms of section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility Committee. For details of the committee constitution of the CSR, please refer to the corporate governance report, which forms part of this Annual Report.

The particulars regarding composition of CSR committee and other disclosures required in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in ‘Annexure-11’.

Annual Return of the Company

The Annual Return of the Company shall be placed on its website as required under Section 92(3) of the Companies Act, 2013. The Annual Return can be accessed at: https:/ /www.cordscable.com/cordscable/ cordscableindustries.php .

Conservations of Energy

The Company, for energy requirements, is primarily dependent on the power supply by the electricity distribution companies and has power back up facilities to meet the requirement, and all of which may also include the electricity generated through alternate sources of energy. The Company follows a policy of using energy-efficient machinery, equipment, and appliances. The old machineries are replaced with new energy-efficient machines from the time to time to conserve energy, resulting in savings on that count. The particulars relating to conservation of energy, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 are provided as Annexure-12’.

Technology Absorption

The activities of the company do not directly involve any advanced technology except for routine business and official purposes. Therefore, the details regarding efforts made toward technology absorption and the benefits derived therefrom are not applicable. Further, the Company has not imported any technology during the last three years from the beginning of the financial year under review. The particulars relating to technology absorption, required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, are provided as Annexure-13’.

Foreign Exchange Earnings and Outgo

During the year under review, Company’s products were exported to other countries, earning foreign exchange. The Company also participated in international exhibitions, seminars, and conferences, to promote of its products. Efforts shall continue to expand the geographical reach on export market to maximize foreign exchange inflow and to minimize the foreign exchange outflow.

The Company earned '' 1,753.60 lacs (previous year: '' 2,293.99 lacs) in foreign exchange in terms of actual inflows, and spent an '' 497.24 lacs (previous year: '' 747.14 lacs) in foreign exchange outgo in terms of actual outflows during the financial year under review.

Risk Management Policy

Risk Management Policy commensurate with its size and nature of business is developed and implemented by the company and discussed by the Board from time to time while it reviews the business operations. Policy is primarily developed with a view to identify and mitigate risks that could threaten the existence of the company. The policy provides a reasonable assurance in respect of providing financial and operational risk in respect of business of the company, complying with applicable statutes and safeguarding of assets of the company.

The Board believes that no significant risk threatens the Company’s existence as of the date of this report, nor does it foresee any potential risks in the near future. The Audit Committee provides additional oversight on financial controls.

Detail of Orders Passed by Regulators, Courts, or Tribunals

During the period under review, no material orders have been passed by any regulator, court, tribunal that would impact the Company’s going concern status or future operations, except to the extent as may be mentioned in the notes to accounts attached to the financial statements forming part of the Annual Report.

Details of Applications Under Insolvency and Bankruptcy Code, 2016

During the period under review, no application was filed against the Company under the Insolvency and Bankruptcy Code, 2016, for default in payment of debt. Consequently, status of such application and other disclosures in this regard are not applicable to your Company.

Particulars about Valuation in Case of One-Time Settlement

During the financial year under review, the company did not enter into one-time settlement with banks or financial institutions in respect of loans availed by the Company. Therefore, the reasons and other disclosures regarding differences between the amount of the valuation done at

the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions are not applicable.

Disclosure for Prevention of Sexual Harassment of Women at Workplace

Your Company is committed to providing a secure, harassment-free work environment, emphasizing the wellbeing of women and all other employees. The aim is to foster an atmosphere that is void of discrimination and harassment, including any form of sexual harassment. It maintains a zero-tolerance policy towards workplace sexual harassment, as outlined in its an Anti-Sexual Harassment Policy in accordance with The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The policy is available at Company’s website: http://www.cordscable.com/ cordscable/Policy%20on%20POSH%20Act.pdf. An Internal Complaints Committee is in place to redress complaints if and when received regarding sexual harassment as per applicable provisions. During the financial year under review, Internal Complaints Committee has not received any complaint pertaining to sexual harassment and no complaint is pending for disposal before the Committee.

Human Resources

The Company takes pride in its dedication, competence, and commitment to various aspects of Human Resource Management, including recruitment, promotion, compensation, and training. The Company maintains an equitable, just, and unbiased approach in hiring, promoting, and nurturing employees. The Directors also extend their appreciation for the unwavering dedication and efficient services provided by all employees of the company. Without their wholehearted efforts, the overall satisfactory performance of the company would not have been achievable.

ISO Certificates and other recognitions

Your Company is awarded the globally recognized and prestigious ISO 9001:2015, ISO 14001:2015, ISO 45001:2018 certifications. Additionally, it holds BIS 7098 and BIS 1554 certifications for both Kahrani Plant and Chopanki Plant, and BIS 694 for Kahrani Plant, reflecting its adherence to international standards in Quality, Environmental, Occupational Health, and Safety Management Systems.

Green Initiative in Corporate Governance

In line with the Ministry of Corporate Affairs’ Green Initiative in Corporate Governance, vide its circular no. 17/2011 dated 21.04.2011, your Company has adopted sustainability initiatives with the aim of going green and minimizing its impact on the environment. While all Shareholders are encouraged to opt for electronic communication to support these efforts, your Company sincerely appreciates Shareholders who have already

contributed towards furtherance of this Green Initiative. Electronic copies of the Annual Report for the financial year 2023-24 along with the notice of 33^rd Annual General Meeting will be sent to members with email addresses registered with the Company/Depository participants. Physical copies shall be dispatched in the permitted mode to those without registered email addresses, upon request to Company Secretary. The Company also offers e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. This is pursuant to section 108 of Companies Act, 2013 and Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice. The Company is also periodically uploading Annual Reports, Financial Results, and Shareholding Pattern, etc., on its website: www.cordscable.com within the prescribed time limit.

Appreciation

The Board of your company acknowledges the dedication, loyalty, hard work, solidarity, and commitment demonstrated by employees, professionals, and other individuals associated with the Company across all levels. It also extends its appreciation for the unwavering cooperation and support received from suppliers, vendors, bankers, financial institutions, government authorities, business partners, shareholders, customers, and all other stakeholders throughout the period. Their contributions have indeed been pivotal in achieving the overall satisfactory performance of the company.

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 27^thAnnual Report of your company together with the audited statement of accounts for financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars	FY 2017-18	FY 2016-17
Revenue from Operations	36,537.88	32,340.92
Other Income	175.65	213.27
Total Income	36,713.53	32,554.19
Operating Expenditure	32,992.16	29,034.09
Profit before interest, tax and depreciation (PBITD)	3,721.37	3,520.10
Finance Cost	2,293.97	2,213.75
Depreciation	506.04	521.26
Profit before tax (PBT)	921.36	785.09
Provision for Tax	295.17	267.90
Other Comprehensive Income	(1.96)	(6.80)
Profit after Tax (PAT)	624.23	510.39
Profit brought forward from previous year	5,533.56	5,023.18
Profit available for appropriations	6,157.79	5,533.56
Appropriations:
Transferred to General Reserve	-	-
Profit carried forward	6,157.79	5,533.56

COMPANY’S PERFORMANCE/STATE OF COMPANY’S AFFAIRS

During the year under review, your company’s total revenue stood at Rs.36,713.53 lacs as against Rs.32,554.19 lacs in the previous year. Your Company earned Profit Before Interest, Tax and Depreciation of Rs.3,721.37 lacs as against a PBITDA of Rs.3,520.10 lacs in the previous year. The interest cost was Rs.2,293.97 lac as against Rs.2,213.75 lacs in the previous year. The finance cost includes the Preference Share Dividend and tax thereon as and when approved and declared in Annual General Meeting (AGM). Preference Dividend paid in F.Y. 2016-17 was Rs.19.26 lacs and in the FY 2017-18 was Rs.16.86 lacs.

Your company earned profit after tax for the year of Rs.624.23 lacs as against a PAT of Rs.510.39 lacs earned in the previous year.

FY 2017-18 was a very eventful year with the economy settling down during the latter half of the fiscal post the effects of demonetization and GST implementation. The year also witnessed a lot of infrastructure push from the government. A lot of projects in the Railways, Metro rails, Power, Roads, Oil Refineries and other infrastructure & related sectors were undertaken. With infrastructure being the focus area, demand for your company’s products is expected to rise. This is also apparent from the financial performance for the year with your company’s top line growing by about 13% and bottom line growing by over 22%. It would be prudent to bring to your notice that the company’s Finance cost has not increased in tandem with the top line, showing the results of management’s efforts in controlling the same. Also, the capacity utilization has been gradually improving over the years and we remain confident of further improvement in the same during the next fiscal.

Newly added prestigious export/domestic clients

Your company received a prestigious approval from a Gulf Oil major making it eligible for bidding for Instrumentation & Control, Fiber Optics & LV Power distribution cables for all ongoing and upcoming projects of the said Gulf based Oil major. Your company has historically exported its products to about 45 countries and is confident of leveraging its experience to build upon this opportunity.

During the year, your Company was successful in adding new clients which includes names such as ANDRITZ TECHNOLOGIES PVT LTD, Asian Fine Cement Pvt. Ltd., Atlas Cop co (India) Ltd, DCM SHRIRAM LTD., Rolls Royce System, ONGC TRIPURA POWER COMPANY LIMITED, SHRIRAM EPC LIMITED etc. and it has also been able to maintain its relationship and garner regular business from existing clients like L&T, Siemens, EIL, NTPC, BHEL etc.

Your Company’s current focus is on increasing its business from the Hydrocarbons, Freight Corridor, Smart Cities Mission, Railway signalling and Protection systems and Infrastructure projects.

CAPITAL STRUCTURE

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

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

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

APPROPRIATIONS:

a) Transfer to Reserves

During the Financial year ended on March 31, 2018, no amount has been transferred to General Reserves of the company.

b) Dividend

Dividend @ 10% p.a. on No(s) 1,60,000 Non Convertible Cumulative Redeemable Preference Shares of Rs.100 each fully paid up for the FY ended on March 31, 2018 is recommended. These shares are not listed on any stock exchanges.

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended March 31, 2018.

PARTICULARS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As on date of this report, your company does not have any subsidiary, joint ventures and Associate Company Further, during the period under review no company become or ceased to be its subsidiaries, joint venture or Associate Company

LISTING OF SHARES

The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2018-19 has already been paid to the stock exchanges.

ISO CERTIFICATES

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

CREDIT RATING

Credit Analysis and Research Ltd. (CARE Ratings) upgraded the credit ratings for company’s long term / short term bank facilities from CARE BBB-; Stable/CARE A3 (Triple B Minus: Outlook: Stable/A Three) to CARE BBB; Stable/CARE A3 (Triple B /A Three) respectively.

DETAILS OF ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

During the period under review, no material order has been passed by any regulator or court excepting to the extent as may be mentioned in the Notes to Accounts attached to the Financial Statements forming part of the Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the applicable provisions of the Act and the Articles of Association of the Company, Mr. Sanjeev Kumar (DIN: 07178759), Whole Time Director of the company shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. Brief resume and other details of Mr. Sanjeev Kumar, who is proposed to be re-appointed as a Director of your company, have been furnished in the Explanatory Statement to the Notice of the ensuing Annual General Meeting. The Board recommends his appointment.

All Independent Directors have given declarations under section 149 (7) of Companies act, 2013, that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements), 2015 and there has been no change in the circumstances which may affect their status as independent director during the year. The Independent directors had no pecuniary relationship or transactions with the Company

The Company has received Form DIR- 8 from all Directors pursuant to Section 164(2) and Rule 14 (1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel (KMP):

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

- Mr. Naveen Sawhney (Managing Director),

- Mr. Sanjeev Kumar (Whole Time Director),

- Mr. Manoj Kumar Gupta (Chief Financial Officer) and

- Ms. Garima Pant (Company Secretary)

Remuneration and other details of the said Key Managerial Personnel for the financial year ended March 31, 2018 are mentioned in Form MGT -9 (Extract of Annual Return) which is attached as annexure to the Board Report.

Declaration from Independent Director(s)

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed in the Act and the Listing Regulations.

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

BOARD AND ITS COMMITTEES

The Board of Directors of your Company had already constituted various Committees in Compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Committee of Directors and Corporate Social Responsibility (CSR) Committee.

In accordance with the provisions of the erstwhile Clause 49 of the Listing Agreement, the Board had voluntarily constituted Risk Management Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference/ role of the committees are taken by the Board of Directors.

Details of the role and composition of these committees, including the numbers of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During FY 2017-18, 5 (Five) meetings of the Board of Directors were held. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, mandate that the Board shall monitor and review the Board evaluation framework.

According to this framework, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committees. The manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in place to seek the response of Directors on the evaluation of the entire board and individual directors. The Nomination and Remuneration Committee carries out evaluation of Director’s performance.

The performance of the Board and Individual Directors was evaluated by the Board seeking input from all Directors. The performance of Committees was evaluated by the Board seeking input from the Committee Members. The Nomination and Remuneration Committee reviews the performance of the Individual Directors. A separate meeting of the Independent Directors was also held to review the performance of non-independent Directors; performance of the Board as a whole and performance of the Chairman of the company, taking into account the views of executive as well as non-executive Directors.

The criteria of evaluation of Board includes mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board is based on the criteria laid down by Nomination and Remuneration Committee which includes attendance, contribution at the meetings and otherwise, independent judgement, adherence to Code of Conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system, etc.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors make the following statement in term of Section 134 of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

a) that in the preparation of the annual accounts for the Financial Year ended March 31, 2018, the applicable accounting standards were followed, along with proper explanation relating to material departures;

b) that appropriate accounting policies were selected and applied consistently and judgments and estimates that are reasonable and prudent were made 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 the financial year ended on March 31, 2018;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts for the financial year ended on March 31, 2018 have been prepared on a going concern basis;

e) that the directors have laid down internal financial controls which were followed by the company and that such internal financial controls are adequate and are operating effectively; and

f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems, established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

INDEPENDENT DIRECTORS’ MEETING

During the year under review, the Independent Directors of the company met on February 14, 2018 without the presence of the Executive Directors or management personnel, inter-alia, to discuss:

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

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

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Listing Regulations, your Company has put in place a Familiarization Program for Independent Directors to familiarize them with their role, rights and responsibility as Directors and to provide insights into the Company’s business to enable them contribute significantly to its success. The Executive Directors and Senior Management make presentations periodically to familiarize the Independent Directors with the overall strategy, operations and functions of the Company.

The details of familiarisation programmes imparted to independent directors have been posted on the website of the Company (http://cordscable.com/cordscable/ corporate.php).

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Nomination and Remuneration Committee (‘NRC’) of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive Directors of the Company. The same was approved by the Board of Directors.

The NRC takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages. Further, the compensation package of the Directors, Key Managerial Personnel, Senior Management and other employees is designed based on the set of principles enumerated in the said policy.

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Remuneration Policy of your Company. The Remuneration details of the Directors, Chief Financial Officer and Company Secretary, along with details of ratio of remuneration of each Director to the median remuneration of employees of the Company for the FY under review are provided as Annexure - 1.

The Remuneration Policy of your Company can be viewed at the following link: http://cordscable.com/cordscable/ corporate.php.

CORPORATE GOVERNANCE

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

Certificate from M/s Gupta Gulshan & Associates, Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) and Schedule V of SEBI (Listing Obligation and Disclosure Requirements), 2015 has been obtained and is annexed at the end of Corporate Governance Report. Also declaration signed by the Managing Director stating that the members of the Board of Directors and Senior management personnel have affirmed the compliance with code of conduct of the Board of Directors and Senior Management is forms part of this report. The code can be viewed at the following link: http:/ /cordscable.com/cordscable/media/policies/Code-of-Conduct-for-Directors-Management-Team.pdf

The extract of annual return in Form MGT 9 as required under Section 92 of Companies Act, 2013 read with rule made there under is appended as an annexure to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis Report, as stipulated under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements), 2015, forms an integral part of this report and gives details of the overall industry structure, performance and state of affairs of your company’s business, risk management systems and other material developments during the FY under review.

EXTRACT OF THE ANNUAL RETURN

Annual return of the company has been placed at the web address http://www.cordscable.com/cordscable/ cordscablesindustries.php. An extract of the Annual Return in Form No. MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure - 3.

DEPOSITS FROM PUBLIC

Your Company has neither accepted nor renewed any deposits during FY 2017-18 in terms of Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the FY 2017-18, all contracts / arrangements / transactions entered into by your Company with related parties under Section 188 of Companies Act, 2013 were in the ordinary course of the business and on arm’s length basis. No Material Related Party Transactions i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Thus, there are no transactions required to be reported in Form AOC -2. Also, during the FY 2017-18, there were no materially significant related party transactions entered into by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which might have potential conflict with the interest of the Company at large.

Further, the related party transactions attracting the compliance under Section 177 of the Companies Act, 2013 and/or SEBI Listing Regulations were placed before the Audit Committee on quarterly basis for necessary approval/review. Also a statement of all related party transactions entered was presented before the Audit Committee on quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions.

During the period under review Related Party transactions were also disclosed to the Board on regular basis as per Ind AS-24. Details of related party transactions as per Ind AS- 24 may be referred to in Note 29 (D) of the Financial Statement.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://cordscable.com/cordscable/corporate.php.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rule, 2016 (“Rule”) all shares on which dividend has not been paid or claimed for Seven consecutive years or more shall be transferred to the DEMAT Account of IEPF Authority after complying with the procedure laid down under the Rules.

During the FY under review, your Company has transferred unpaid / unclaimed dividend amounting to Rs.58,748/-(Rupees Fifty Eight Thousand Seven Hundred and Forty Eight only) for FY 2009- 10 along with relevant shares to Investor Education and Protection Fund (IEPF) of the Central Government of India. This amount was lying as unpaid/unclaimed dividend amount with the IDBI Bank for a period of seven years from the date they became due for payment.

Also, pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 26, 2017 (date of last Annual General Meeting) on the Company’s website (http:// cordscable.com/cordscable/corporate.php), as also on the Ministry of Corporate Affairs’ website.

In terms of Rule 6 (5) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 your company has transferred 10,159 equity shares to the said fund.

MATERIAL CHANGES AND COMMITMENTS

No material changes and / or commitments affecting the financial position of your company has occurred between April 01, 2018 and the date of signing of this Report.

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

During the financial year ended on March 31, 2018, Company has not given any loan, investments and guarantees made/given by the Company pursuant to provisions of Section 186 of Companies Act, 2013.

RISK MANAGEMENT POLICY

Risk management policy commensurate with its size and nature of business is developed and implemented by the company and discussed by the board from time to time while it reviews the business operations. Policy is primarily developed with a view to identify the risk element which may threaten the existence of the company. The policy provides a reasonable assurance in respect of providing financial and operational risk in respect of business of the company, complying with applicable statutes and safeguarding of assets of the Company.

In the opinion of board; any element which may threaten the existence of your company does not exist as on date of report and do not consider that such element may arise in future.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

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

In staying true to our values of Strength, Performance, and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and Stakeholder responsibility.

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board, upon the recommendation of the CSR Committee, adopted CSR Policy and initiated its implementation. The CSR policy of the company primarily covers the activities related to education, health and other general activities permitted under the Companies Act. The CSR Policy is available on the Company’s website (URL: www.cordscable.com).During the period under consideration, the company had to spent an overall amount of Rs.21.42 Lacs (Rs. 7.23 Lacs for the F. Y. 2017-18 Rs. 14.19 Lacs i.e. unspent amount of last year’s) towards CSR activity. Thought the company had intended to spend entire CSR Budget during this year but in order to meet the requirement of funds for working capital and repayment of loan instalments, company could not spend the entire amount in the CSR activities during the finance year 20172018. However, efforts shall be made to contribute towards CSR activities during F.Y. 2018-19.

The details pertaining to composition of CSR Committee are included in the Corporate Governance Report, which forms part of this Annual Report. The Annual Report on CSR activities is annexed as Annexure - 4.

INSIDER TRADING CODE

In Compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“the PIT Regulations”) on prevention of insider trading, your company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated persons have confirmed compliance with the Code.

DISCLOSURE FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company believes in providing a safe and harassment free workplace for every woman working with the company. The Company endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment as per applicable provisions.

As on date of this report, Internal Complaints Committee has not received any complaint pertaining to sexual harassment and no complaint is pending for disposal before the Committee.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this Annual Report. Board of your Company has accepted all recommendations of the Audit Committee.

AUDITORS AND AUDITOR’S REPORT

Statutory Auditors

The Members of the Company had, at the 25^th Annual General Meeting (AGM) held on September 30, 2016, approved the appointment of M/s Alok Misra & Co., Chartered Accountant firm (FRN 018734N) as the Statutory Auditor of the company to hold the office from the conclusion of 25^th Annual General Meeting until the conclusion of 30^th Annual General Meeting at the remuneration of Rs.6 Lacs p.a. plus Taxes as applicable.

The Statutory Auditors have submitted a certificate confirming their eligibility under Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act. Further, the company has also received declaration from the Auditors that they are not disqualified for such appointment/ reappointment under the said act.

In terms of the provisions of Section 139 (1) of the Companies Act, 2013 it was required to ratify the appointment of Statutory Auditor every year by the Shareholders of the Company during the tenure of appointment. Further, due to notification of some of the provisions of Companies (Amendment) Act, 2017 on May 07, 2018, the requirement of ratification of appointment of Statutory Auditors by member has been done away with.

Hence, it is no longer required to ratify the appointment of statutory Auditor at every Annual General Meeting by the members of the Company

Statutory Auditors’ Report

The Auditors Report to the members on the Financial Statement of the company for the financial year ended on March 31, 2018 does not contain any qualifications, reservations or adverse remarks. The observations of statutory Auditors in their report read with relevant Notes to Accounts are self explanatory and therefore do not require further comments.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

Cost AUDITORS

The Board, on the recommendation of Audit Committee, has appointed M/s S. Chander & Associates, Cost Accountants (Firm Regn. No. 100105), who has given their consent in writing to act as the Cost Auditor of the Company for the FY ending March 31, 2018 at a remuneration of Rs.1.07 Lacs p.a. plus taxes as applicable and out of pocket expenses incurred in connection with the aforesaid audit. Since the remuneration payable to the Cost Auditor is required to be ratified by the shareholders, the Board recommends the same for approval by members at ensuing AGM.

Your company is required to maintain Cost Records as specified by the Central Government in accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, and accordingly such accounts and records are made and maintained. The Cost Auditors will submit their report for the FY 2017-18 on or before the due date.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Gupta Gulshan & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the financial year ended on March 31st, 2018 at a remuneration of Rs.1.50 Lacs p.a. plus taxes as applicable and out of pocket expenses incurred in connection with the aforesaid audit.

Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, and Rules made there under, a Secretarial Audit Report for the FY 2017-18 in Form MR 3 given by M/s. Gupta Gulshan & Associates, Company Secretary in practice is attached as Annexure- 5 with this report. Regarding observations of the secretarial auditors the board submits following comments:

Regarding non-filing of form MGT-14 by the company it is submitted that the Company is in the process to submit the said form. Section 117 of the Companies Act, 2013 as amended is notified w.e.f. 07.05.2018, however the revised e-form is still not made available at the MCA portal It is also submitted that an E- ticket has already been raised in MCA Service desk in this regard and suitable action will be initiated as and when E- Form made available for filling as per the amended provisions of section 117 of the Companies Act, 2013. The company shall submit the form once revised form is made available for e-filing.

The delay in transfer of shares in IEPF (Investor Education and Protection Fund) has been occurred due to some issues raised by the shareholders to whom notices were issued in respect of shares on which amount of dividend was unclaimed.

Regarding CSR contribution, it is submitted that to meet the requirement of funds for Working Capital and repayment of loan instalments, the company could not spend the amount in the CSR activities during the financial year 2017-2018. However, efforts shall be made to contribute towards CSR activities during F.Y. 2018-19.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Control System of the Company has been devised through its extensive experience that ensures control over various functions of its business. The Company practices Quality Management System for Design, Planning, Production and Marketing. Periodic audits conducted by Internal Auditors and Statutory Auditors provide means whereby any weakness, whether financial or otherwise, is identified and rectified in time. The details in respect of internal financial control and their adequacy are also included in the Management Discussion and Analysis, which forms part of this report.

HUMAN RESOURCES

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

PARTICULARS OF EMPLOYEES

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

ELECTRONIC FILLING

The Company is also periodically uploading Annual Reports, Financial Results, Shareholding Pattern etc on its website viz. www.cordscable.com within the prescribed time limit.

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION

Chief Financial Officer has given a certificate to the Board as contemplated under Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements), 2015, provided in a separate section as Annexure - 6 and forms part of this Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information regarding conservation of energy and technology absorption is annexed herewith as Annexure-7.

FOREIGN EXCHANGE EARNING AND OUTGO

(a)	Activities relating to export, initiatives taken to increase exports, development of new export markets for products and export plans	During the year under review, the Company’s products were exported mainly to Middle-East countries. Company participated in Exhibitions, Technical Seminars & Conferences in foreign countries for promotion of its products. Efforts continue to enlarge the geographical reach on export market in order to maximize foreign exchange inflow and every effort made to minimize the foreign exchange outflow.
(b)	Total Foreign Exchange used & earned:
	Earnings	Rs.621.75 Lacs
	Outgo	Rs.186.99 Lacs

STATUTORY DISCLOSURES

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

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

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

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

4. Neither the Managing Director nor the Whole-time Director of your Company receives any remuneration or commission from any of its subsidiaries.

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

6. Buy back of shares.

AWARDS AND RECONGNITIONS

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

- Certificate of membership from FieldComm Group.

- Awarded 3 bulk contracts towards designing, engineering & supplying of Fire Resistant Signal Cables, Conventional Type Instrumentation Cables and Power Cables to be used in the Hydrocarbon sector in the states of Haryana, Assam and Gujarat. The combined total estimated value of the said contracts is Rs.40 crore.

- Registered and prequalified with an Arabian/Persian Gulf based Oil major. This approval is expected to give boost to its Exports and further enhance company’s revenue contribution from the Hydrocarbon sector from throughout the GCC (Gulf Cooperation Council) member states.

This registration will allow Cords Cable Industries to supply following types of Cables:

a. Instrumentation & Control

b. Fiber Optics

c. LV Power distribution

With this development, Cords Cable Industries Limited shall now be eligible for bidding in the above product categories for all ongoing and upcoming projects of the said Gulf based Oil major.

- Awarded a prestigious contract for supply of Signal Cables including Fire Resistant - Gas Detector Signal Cables, Alarm Cables and Control Cables to be used in Polymer Addition Project towards Hydrocarbon sector in the state of Punjab (India). The total estimated value of the said contract is Rs.47.20 crore (inclusive of GST). In accordance to the delivery schedule, supply of cables is to be completed before February, 2019.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the Green Initiative in Corporate Governance introduce by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, your company started a sustainability initiative with the aim of going green and minimizing its impact on the environment.

Your Company sincerely appreciates shareholders who have contributed towards furtherance of Green Initiative. We further appeal to other shareholders to contribute towards furtherance of Green Initiative by opting for electronic communication.

Electronic copies of the Annual Report 2017-18 and Notice of the 27^th Annual General Meeting are sent to all members whose email addresses are registered with the company/ Depository participants. For members who have not registered their email addresses, physical copies of Annual Reports 2017-18 and Notice of the 27^th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. This is pursuant to section 108 of Companies Act, 2013 and Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice.

The Company is also periodically uploading Annual Reports, Financial Results and Shareholding Pattern etc. on its website viz. www.cordscable.com within the prescribed time limit.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work of employees and the cooperation, assistance and confidence extended by Banks, Financial Institutions, Securities and Exchange Board of India, Government authorities, Statutory authorities, customers, suppliers and shareholders of the Company and further looks forward to each ones’ continued support and co-operation in future as well.

ON BEHALF OF THE BOARD OF DIRECTORS

Naveen Sawhney Sanjeev Kumar

Managing Director Whole Time Director

DIN :00893704 DIN :07178759

New Delhi

August 13, 2018

---

Mar 31, 2016

Dear Shareholders

The Directors have pleasure in presenting the 25th Annual Report of your company together with the audited financial statements for the financial year ended March 31, 2016.

FINANCIAL RESULTS (Amount in Rs.)

Particulars	FY 2015-16	FY 2014-15
Revenue from Operations	2,83,32,70,311	2,65,02,69,742
Other Income	1,88,92,700	1,91,46,523
Total Income	2,85,21,63,011	2,66,94,16,266
Operating Expenditure	2,54,05,82,402	2,37,74,22,561
Profit before interest, tax and depreciation (PBITD)	31,15,80,608	29,19,93,704
Finance Cost	20,86,75,223	19,98,68,201
Depreciation	541,67,386	5,41,12,567
Profit before tax (PBT)	487,37,999	3,80,12,936
Provision for Tax	1,76,79,473	1,09,92,678
Profit after Tax (PAT)	3,10,58,526	2,70,20,258
Profit brought forward from previous year	47,84,57,397	45,33,57,139
Profit available for appropriations	50,95,15,923	48,03,77,397
Appropriations:
Proposed Dividend (Preference Dividend)	16,00,000	16,00,000
Corporate Dividend Tax	3,26,160	3,20,000
Transferred to General Reserve	-	-
Profit carried forward	50,75,89,763	47,84,57,397

COMPANY’S PERFORMANCE/STATE OF COMPANY’S AFFAIRS

During the year under review, your company''s total revenue stood at Rs. 2,85,21,63,011/- as against Rs. 2,66,94,16,266/- in the previous year. Your Company earned profit before interest, tax and depreciation of Rs. 31,15,80,608/- as against PBITDA of Rs. 29,19,93,704/- in the previous year. The finance cost was Rs. 20,86,75,223/as against Rs. 19,98,68,201/- in the previous year.

Your company earned profit after tax for the year of Rs. 3,10,58,526/- as against a PAT of Rs. 2,70,20,258/- earned in the previous year. Even though your company witnessed a jump in its Profits in FY''15-16 vis-a-vis FY''14-15, yet your company earned inadequate profits in the fiscal in respect of the remuneration payable to its managerial person(s). Major reason for earning inadequate profits in the year had been the inability of the company in producing the desirable projected volumes in the fiscal due to which its revenues saw a growth of just under 7% in FY''15-16.

Your Company has been earning profits in its operations since inception. However, the overall economy as a whole affected the profitability of the Company. Also, general worldwide economic slowdown had also adversely resulted in inadequate profits during the financial year 2015-16. During past few years due to overall adverse economic environment around the country, the investments in new projects were put on hold by most of the companies The increase in the net sales was not at par with the expectations marginally due to lower than expected realizations, delayed and slow pick-up of the finished goods by the customers and consequently the profits were further impacted. Nevertheless, since your Company is engaged in cable manufacturing products used in projects hence demand is likely to increase significantly as Government of India has focused again on infra projects and approvals and investments in new projects will entail higher turnover of the Company which will ultimately increase the profitability of the Company. Also, your company has been continuously working upon achieving better efficiencies, cutting costs at every stage of production, better preventive maintenance, making product mix having higher contribution and achieving higher production so that your company can achieve the scale of economy and maintain higher margin of

profit. Expectation of your company in terms of increase in its profits is in line with the increase in its activity and market penetration in the potential foreseeable improving macroeconomic scenario in the country. Further, interest rates are likely to soften in near future and your company is expected to save significantly on its interest outgoes.

ISSUE OF EQUITY SHARES

During the year under review, your Company has made allotment of 15,00,000 equity shares of Rs . 10 each at a price of Rs 43 per equity share on a preferential basis in accordance with Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the “SEBI Regulations”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 42 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 (the “Issue”). The Company had issued Private Placement Offer Letter dated January 25, 2016 and the application form for the Issue (collectively referred to as the “Private Placement Offer Letter”).

CAPITAL STRUCTURE

The Company has raised funds by issuance of further share capital on preferential basis . In order to carry out the said fund raising it is necessary to increase the Authorized Capital of the Company from present Rs 15.60.00.000/- to Rs. 17,10,00,00/-, as the present authorized capital was not sufficient for issuance of the said capital on preferential basis Hence, the board of directors of the Company (Board), vide its resolution dated January 01, 2016 has proposed to increase the authorized share capital of the Company which was subsequently approved by Shareholders in their meeting held on January 29, 2016. The new Clause V of Memorandum of Association consist of:

The Authorized Capital of the Company is Rs 17.10.00.000/- (Rupees Seventeen Crores Ten Lakhs Only) divided into 1,35,00,000 (One Crore Thirty Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 3,60,000 (Three Lacs Sixty Thousand) Preference Share of Rs.100/- (Rupees Hundred) each.

APPROPRIATIONS:

a) Transfer to Reserves

During the Financial year ended on March 31, 2016, no amount has been transferred to reserves .

b) Dividend

Your Directors has recommend, dividend @ 10% on 1,60,000 Non convertible, cumulative, preference shares of Rupees 100/- each. The Board of Directors, after duly considering the requirement of funds for Working Capital and repayment of loan installments, have not recommended any dividend on equity shares for the year under review in view to further strengthen the financial position of your Company.

HUMAN RESOURCES

Our relations with the employees are very cordial . Your Directors would like to place on record their appreciation of the commitment and efficient services rendered by all employees of the company, without whose whole hearted efforts, the overall satisfactory performance of the company would not have been possible .

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A and 205C of the Companies Act, 1956, your Company has transferred Rs. 39,842/- (Rupees Thirty Nine Thousand Eight Hundred and Forty Two only) to the Investor Education and Protection Fund, during the year 2015-16. This amount was lying as unpaid / unclaimed dividend with Axis Bank for a period of seven years from the date they became due for payment

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 30, 2015 (date of last Annual General Meeting) on the Company''s website (www.cordscable.com), as also on the Ministry of Corporate Affairs'' website .

Your Directors draw attention of the members to Note xiv of General Shareholder Information to the corporate governance report which sets out information relating to outstanding dividend accounts and the dates by which dividend can be claimed by the shareholders .

LISTING OF SHARES

The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2016-17 has already been paid to the stock exchanges

ISO CERTIFICATES

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

CREDIT RATING

CARE maintained the credit rating for the company''s long term and short term debt at BBB- (Triple B minus) and A3 (A three) respectively.

MATERIAL CHANGES AND COMMITMENTS

On April 11, 2015, the Share Purchase Agreement has been executed between “Purchaser Promoter” Consisting of Mr Naveen Sawhney, Managing Director of the company and “Seller Promoter Group” consisting of Mr. Devender Kumar Prashar, Mrs . Adesh Prashar, Mr. Rahul Prashar, Mr. Amit Prashar, with Company as a confirming party for giving effect to Inter-se-transfer among the Promoters Groups . After the transaction, Mr. Naveen Sawhney, Promoter Director of the Company has acquired 33,23,173 equity share aggregating to 29.08% of the total paid up share capital of the company from “Seller Promoter Group” at a price of Rs. 32.25 (Rupees Thirty Two and paisa Twenty Five only) per share. Upon completion of formalities in this regard, individual shareholding of Mr. Naveen Sawhney, in the company has been increased from 27,24,849 (23.84%) equity shares to 60,48,022 (52.92%) equity shares. However, his holding together with Persons acting in concert will remain same at 6646438 Equity Shares, as the aforesaid proposed transaction is inter-se between and amongst the Promoter Group only

During the year under review registered office of the Company has been relocated from B-1/ A-26, Mohan Co-Operative Industrial Estate, Mathura Road, New Delhi 110044 to 94, First Floor, Shambhu Dayal Bagh Marg, Near Okhla Industrial Area Phase-III, Old Ishwar Nagar, New Delhi 110020 w. e . f. December 01, 2015 .

Further during the period under review, 15,00,000 (Fifteen Lakh) fully paid-up Equity Shares of the Company has been issued by way of a preferential allotment, having face value of Rs. 10/- (Rupees Ten Only) each (the “Equity Shares”), for cash, at a price of Rs. 43/- (Rupees Forty Three only) per Equity Share (with a premium of Rs. 33/- (Rupees Thirty Three per Equity Share) being not less than the price determined in accordance with Chapter VII of SEBI ICDR Regulations, so that the total value of the number of Equity Shares so issued at a price not less than the price determined in accordance with Chapter VII of SEBI ICDR Regulations to Mr. Mukul Mahavir Prasad Agarwal (the “Investor”), (a non- promoter individual).

Apart from this, there have been no other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended March 31, 2016 .

DETAILS OF ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

During the period under review, no material order has been passed by any regulator or court excepting to the extent as may be mentioned in the Notes to Accounts attached to the Financial Statements forming part of the Annual Report

DEPOSITS FROM PUBLIC

Your Company has not accepted any deposits from public under section 73 read with section 76 of the Companies Act, 2013 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet .

PARTICULARS OF SUBSIDARIARIES, JOINT VENTURES AND ASSOCIATES

As on date of this report, your company does not have any subsidiary, joint ventures and Associate Company. Further, during the period under review no company become or ceased to be its subsidiaries, joint venture or Associate Company

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transactions, i . e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable .

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://cordscable.com/cordscable/corporate. php .

Your Directors draw attention of the members to Note 34 to the financial statement which sets out related party disclosures

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

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

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

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

e) the directors had laid down internal financial controls to be followed by the company and such internal financial controls were adequate and were operating effectively.

f) 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors:

Pursuant to the provisions of Section 149, 152, schedule IV and other applicable provisions, if any, of the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Vijay Kumar, Mrs . Asha Bhandari and Mr. Vimal Dev Monga were appointed as independent directors at the 24th Annual General Meeting of the Company held on September 30, 2015 to hold office for a period of one year from the date of their appointment . The terms and conditions of appointment of independent directors are as per Schedule IV of the Act .

Appointments:

The Board of Directors, upon the recommendations of the Nomination and Remuneration Committee, in their meeting held on January 10, 2015, has appointed Mr. Vijay Kumar as an Additional Director (designated as Independent Director) with effect from January 10, 2015, and subsequently his appointment as Independent Director was approved by the Shareholders of company in Annual General Meeting held on September 30, 2015 for a period of one year i . e . till January 09, 2016 and shall not be liable to retire by rotation.

During the year, the Board of Directors, upon the recommendations of the Nomination and Remuneration Committee, in their meeting held on January 01, 2016, has appointed Mr. Vijay Kumar, for their second term of office, as an Additional Director (designated as Independent Director) with effect from January 10, 2016, and subsequently his appointment as Independent Director was approved by the Shareholders of company in Extra-ordinary General Meeting held on January 29, 2016. He shall hold office for a period of Five years and shall not be liable to retire by rotation

During the year under review Mrs . Asha Bhandari was appointed as Additional (woman) Director with effect from April 01, 2015, and subsequently her appointment as Independent Director was approved by the Shareholders of company in Annual General Meeting held on September 30, 2015 for a period of one year i . e . till March 31, 2016 and shall not be liable to retire by rotation

During the year under review, the Board of Directors, upon the recommendations of the Nomination and Remuneration Committee, in their meeting held on March 26, 2016, has appointed Mrs . Asha Bhandari as Additional (woman) Director (Designated as Independent Director), for their second term of office, with effect from April 01, 2016 for a period of Five Years from 01. 04. 2016 to 31. 03. 2021 in the Board of the Company (subject to approval of company in general meeting) and shall not be liable to retire by rotation .

Mr. Vimal Dev Monga was appointed as Additional Director (designated as Independent Director) on April 23, 2015 in the Board of the Company and subsequently his appointment as Independent Director was approved by the Shareholders of company in Annual General Meeting held on September 30, 2015 for a period of one year i . e . till April 22, 2016 and shall not be liable to retire by rotation

During the year under review, the Board of Directors, upon the recommendations of the Nomination and Remuneration Committee, in their meeting held on

March 26, 2016, has appointed Mr. Vimal Dev Monga as Additional Director (designated as Independent Director), for second term of office, with effect from April 23, 2016 for a period of Five Years from 23. 04. 2016 to 22. 04. 2021 in the Board of the Company and subject to approval of company in General Meeting and shall not be liable to retire by rotation

On May 30, 2015, Mr. Sanjeev Kumar was appointed as Additional Director (Whole Time Director) in the Board of the Company and subsequently his appointment as Whole Time Director was approved by the Shareholders of company in Annual General Meeting held on September 30, 2015 for a period of Five year and shall be liable to retire by rotation

The resolutions seeking approval of the Members for the appointment of Mrs . Asha Bhandari and Mr. Vimal Dev Monga have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them .

All Independent Directors have given declarations that they meet criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements), 2015. The Independent directors had no pecuniary relationship or transactions with the Company.

Mr. Sanjeev Kumar (DIN 07178759) is liable to retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Board recommends his re -appointment .

Company has also received notice in writing u/s 160 of the Act from the members proposing the candidature of the entire directors seeking appointment for the office of Director

Resignations:

Mr. Devender Kumar Prashar (Joint Managing Director) has resigned from his office with effect from April 21, 2015 due to personal reasons .

Also, Mr. Om Prakash Bhandari and Mr. Ajit Kumar Sahay ceased to be the Directors of the Company upon completion of tenure i . e. on March 31, 2015.

The Board places on record its gratitude for the services rendered by Mr. Devender Kumar Prashar as Whole Time Director and Mr. Ajit Kumar Sahay, Mr. Om Prakash Bhandari as Independent Directors, during their long association with the company

Key Managerial Personnel:

During the year under review Mr. Manoj Gupta was appointed as CFO of the company w. e . f. 01. 04.2015.

Mr. Vinod Kumar Beri (Chief Executive Officer) has served notice period from 24. 09. 2015 to 23. 10. 2015 and relieved from his post w. e . f. closing hours of 23. 10.2015.

In term of Section 203 of the Company''s Act, 2013 and rules made there under, the appointments of Mr. Naveen Sawhney (Managing Director), Mr. Sanjeev Kumar (Whole Time Director), Mr. Manoj Kumar Gupta (Chief Financial Officer) and Ms. Garima Pant (Company Secretary) continued to be Key Managerial Personnel.

DECLARATION BY INDEPENDENT DIRECTOR(S)

Your company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 read with Schedule and Rules issued there under and also in accordance to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met 9 (Nine) times during the financial year 2015-16 . For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this Annual Report The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 .

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”).

The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc

The performance of committees was evaluated by the board after seeking inputs from the committee members on the basis of Performance Evaluation Framework and Policy

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings etc . In addition, the chairman of the Board was also evaluated on the key aspects of his role .

Independent Directors’ meeting

Three Meeting of the Independent Directors was held on April 23, 2015, August 14, 2015 and February 13, 2016 without the presence of the Executive Directors or management personnel At all the meetings of Independent Directors, the Independent Directors carried out performance evaluation of Non- Independent Directors and the Board of Directors as a whole, performance of Chairman of the Company, taking into account the views of executive directors and non executive directors, the quality, content and timelines of flow of information between the Management and the Board, The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committee and individual directors was also discussed . Performance evaluation of Independent directors was done by the entire board, excluding the independent Directors being evaluated

All the Independent Directors were present at the aforesaid Meeting

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Your Company has in place a Familiarization Program for Independent Directors to provide insights into the Company''s business to enable them contribute significantly to its success. The Executive Directors and Senior Management make presentations periodically to familiarize the Independent Directors with the strategy operations and functions of the Company Your Company also circulates news and articles related to the Industry and provides specific regulatory updates to the Independent Directors on a regular basis .

In addition to this, periodic familiarization programs are conducted for the directors The details of familiarization programmes imparted to independent directors have been posted on the website on www. cordscable . com .

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

In terms of provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company had been formulated by the Nomination and Remuneration Committee of the Company and was approved by the Board of Directors .

The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report and may be accessed on the Company''s website at the link: http://cordscable.com/cordscable/corporate.php.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this Annual Report Board of your Company has accepted all the recommendations of the Audit Committee hence reasons for not accepting such recommendations does not applicable

AUDITORS AND AUDITORS REPORT

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s Sharma Goel & Co. LLP, Chartered Accountants, (FRN: 000643N), were reappointed as Statutory Auditors of the Company, to hold office from the conclusion of 24th Annual General Meeting until the conclusion of 25th Annual General Meeting at a remuneration of Rs. 7,00,000/- (Rupees Seven Lacs only) p.a. Service Tax as applicable.”

As the tenure of M/s Sharma Goel & Co. LLP, Chartered Accountants have been expired. Therefore, M/s Alok Misra & Co., Chartered Accountants, being eligible is recommended by the Board for appointment as Statutory Auditors of the Company. They have confirmed that their appointment, if made, would be within the prescribed limits under the act and they are not disqualified for appointment as per the Certificate furnished by them under Section-139(1) of the Companies Act, 2013 read with Companies (Audit and Accounts) Rules, 2014 .

The Board recommends the appointment of M/s Alok Misra & Co., Chartered Accountants as new Statutory Auditors of the company.

Statutory auditors’ report

The Auditors Report to the members on the accounts of the company for the financial year ended on March 31, 2016 does not contain any qualification, reservations or adverse remarks . The Notes to Accounts referred to in the Auditors Report are Self -explanatory and therefore do not require further comments .

Cost Auditors

M/s S. Chander & Associates, Cost Accountants (Firm Regn. No. 100105), who has given their consent in writing to act as Cost Auditor, were appointed as the Cost Auditor of the Company to audit the cost records maintained by the company for the financial year 2015-16 at a remuneration of Rs. 1,00,000/- (Rupees One Lac only) p.a. plus service tax and out of pocket expenses incurred in connection with the aforesaid audit . As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members for ratification.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Gupta Gulshan & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the financial year ended on 31st March, 2016.

Secretarial audit report

Pursuant to Section 204 of the Companies Act, 2013, and Rules there under, a Secretarial Audit Report for the FY 2015-16 given by M/s. Gupta Gulshan & Associates, Company Secretary in practice is attached as Annexure-1 with this report Regarding observations of the Secretarial Auditors regarding not contributing toward CSR Board submits that in view of working capital and financials of the company amount is partly contributed towards CSR during the year and board shall spend appropriate amount towards CSR activities depending on financials of the company. The Secretarial Auditors'' Report does not contain any other qualification, reservation or adverse remark

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

During the financial year ended on March 31, 2016, no loan, investments and guarantees made/ given by the Company u/s 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Control System of the Company has been devised through its extensive experience that ensures control over various functions of its business. The Company practices Quality Management System for Design, Planning, Production and Marketing Periodic audits conducted by Internal Auditors and Statutory Auditors provide means whereby any weakness, whether financial or otherwise, is identified and rectified in time The details in respect of internal financial control and their adequacy are also included in the Management Discussion and Analysis, which forms part of this report

RISK MANAGEMENT POLICY

The Company has in place the Risk Management Policy to identify and assess the key area and monitor the same

This policy may be accessed on the Company''s website at the link: http://cordscable.com/cordscable/corporate.php.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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-2 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 The policy is available on the website of the Company (URL: www.cordscable.com).

WHISTLEBLOWER POLICY

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

DISCLOSURE FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company believes in providing a safe and harassment free workplace for every woman working with the company. The Company endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment

The company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment as per applicable provisions .

As on date of this report, Internal Complaints Committee has not received any complaint pertaining to sexual harassment and no complaint is pending for disposal before the Committee

DISCLOSURE REQUIREMENTS

Details of the familiarization programme of the independent directors are available on the website of the Company (http://cordscable.com/cordscable/corporate.php.)

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the

Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed . The Board is responsible for implementation of the Code

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

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The information regarding conservation of energy and technology absorption is annexed herewith as ‘Annexure-3’ .

FOREIGN EXCHANGE EARNING AND OUTGO

(a)	Activities relating to export, initiatives taken to increase exports, development of new export markets for products and export plans	During the year under review, the Company''s products were exported mainly to Middle-East countries . Company participated in Exhibitions, Technical Seminars & Conferences in foreign countries for promotion of its products . Efforts continue to enlarge the geographical reach on export market in order to maximize foreign exchange inflow and every effort made to minimize the foreign exchange outflow.
(b)	Total Foreign Exchange used & earned:
	Earnings	Rs. 593.96 Lacs
	Outgo	Rs. 577.05 Lacs

PARTICULARS OF EMPLOYEES

Details containing the name and other particulars of employees in accordance with the provision of Section 197(12) of the Companies Act, 2013, read with the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as ANNEXURE - 4 to the Board''s Report.

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has prescribed certain corporate governance standards vide regulations 24 and 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Directors reaffirm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditors'' Certificate on its compliance is forms part of the Annual Report .

Certificate from M/s Gupta Gulshan & Associates, Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) and Schedule V of SEBI (Listing Obligation and Disclosure Requirements), 2015 has been obtained and is annexed at the end of Corporate Governance Report

Further, the Company regularly submits the quarterly corporate governance compliance report to Stock Exchanges

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis, as stipulated under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements), 2015, is provided in a separate section and forms part of this Report

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as ANNEXURE - 5 to this Report .

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION

Mr. Naveen Sawhney, Managing Director and Mr. Manoj Kumar Gupta, Chief Financial Officer has given a certificate to the Board as contemplated under Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements), 2015, provided in a separate section as ANNEXURE - 6 and forms part of this Report .

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the Green Initiative in Corporate Governance introduce by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment

Your Company sincerely appreciates shareholders who have contributed towards furtherance of Green Initiative . We further appeal to other shareholders to contribute towards furtherance of Green Initiative by opting for electronic communication

Electronic copies of the Annual Report 2015-2016 and Notice of the 25th Annual General Meeting are sent to all members whose email addresses are registered with the company/ Depository participants. For members who have not registered their e-mail addresses, physical copies of Annual Reports 2016 and Notice of the 25th Annual General Meeting are sent in the permitted mode . Members requiring physical copies can send a request to Company Secretary

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice . This is pursuant to section 108 of Companies Act, 2013 and Companies (Management and Administration) Rules, 2014. The instructions for e voting are provided in the Notice

The Company is also periodically uploading Annual Reports, Financial Results and Shareholding Pattern etc on its website viz www cordscable com within the prescribed time limit

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Financial Institutions, Securities and Exchange Board of India, Government authorities, Statutory authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation

ON BEHALF OF THE BOARD OF DIRECTORS

New Delhi Naveen Sawhney Sanjeev Kumar

August 24, 2016 Managing Director Whole Time Director

DIN :00893704 DIN :07178759

---

Mar 31, 2015

To

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report of your company together with the audited statement of accounts for financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars FY 2014-15 FY 2013-14

Revenue from Operations 26502.70 26299.24

Other Income 191.46 185.53

Total Income 26694.16 26484.77

Operating Expenditure 23774.23 23717.81

Profit before interest, tax and depreciation (PBITD) 2919.94 2766.96

Finance Cost 1998.68 1965.92

Depreciation 541.13 499.19

Profit before tax (PBT) 380.13 301.85

Provision for Tax 109.93 98.40

Profit after Tax (PAT) 270.20 203.45

Profit brought forward from previous year 4533.57 4389.95

Profit available for appropriations 4803.77 4593.40

Appropriations:

Proposed Dividend (Preference Dividend) 16.00 16.00

Corporate Dividend Tax 3.20 2.72

Transferred to General Reserve - -

Profit carried forward 4784.57 4574.68

COMPANY'S PERFORMANCE/STATE OF COMPANY'S AFFAIRS

During the year under review, your company's total revenue stood at Rs. 26694.16 lacs as against Rs. 26484.77 lacs in the previous year. Your Company earned profit before interest, tax and depreciation of Rs. 2919.94 lacs as against a PBITDA of Rs. 2766.96 lacs in the previous year. The interest cost was Rs. 1998.68 lac as against Rs. 1965.92 lacs in the previous year.

Your company earned profit after tax for the year of Rs. 270.20 lacs as against a PAT of Rs. 203.45 lacs earned in the previous year. Even though your company witnessed a jump in its Profits in FY'14-15 vis- a-vis FY'13-14, yet your company earned inadequate profits in the fiscal in respect of the remuneration payable to its managerial person(s). Major reason for earning inadequate profits in the year had been the inability of the company in producing the desirable projected volumes in the fiscal due to which its revenues saw a growth of just under 1% in FY'14-15.

Your Company has been earning profits in its operations since inception. However, the overall economy as a whole affected the profitability of the Company. Also, general worldwide economic slowdown had also adversely resulted in inadequate profits during the financial year 2014-15. During past few years due to overall adverse economic environment around the country, the investments in new projects were put on hold by most of the companies. The increase in the net sales was not at par with the expectations marginally due to lower realizations, delayed and slow pick-up of the finished goods by the customers and consequently the profits were further impacted. Nevertheless since your Company is engaged in cable manufacturing products used in projects hence demand is likely to increase significantly as Government of India has focused again on infra projects and approvals and investments in new projects will entail higher turnover of the Company which will ultimately increase the profitability of the Company. Also, your company has been continuously working upon achieving better efficiencies, cutting costs at every stage of production, better preventive maintenance, making product mix having higher contribution and achieving higher production so that your company can achieve the scale of economy and maintain higher margin of profit. Expectation of your company in terms of increase in its profits is in line with the increase in its activity and market penetration in the potentially improving macroeconomic scenario in the country. Further, interest rates are likely to soften in near future and your company is expected to save significantly on its interest outgoes. Additionally, with the ongoing repayment of term loans availed for project financing, your company is expected to save on its financial expenses.

Newly added prestigious export/domestic clients

No major push in project implementation and new projects in the country were witnessed in the FY 2014-15 and thus as such there may have not been any major impact on the order booking and execution for cable industry per-se in the FY 2014-15.

However, your company, being a leading manufacturer of Control and Instrumentation cables in the country has been sailing well through a very competitive market and has been successful in achieving sales revenue of over Rs. 265 crore with a profit after tax of over Rs. 270 lacs as for FY'14-15.

Your company has also been successful in booking orders from new EPC contractors like Bombardier, Welspun, GE, ABB Global, Alstom Transport etc. and has also been able to maintain sustainable order booking and sales revenues from existing customers like L&T, Siemens, EIL, NTPC, BHEL etc.

Your Company is also envisaging developing projects for use in freight corridor, smart city, railway signalling and protection system and infrastructure projects.

CAPITAL STRUCTURE

The Authorised Capital of the Company is Rs. 15,60,00,000/- (Rupees Fifteen Crores Sixty Lacs Only) divided into 1,20,00,000 (One Crore Twenty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 3,60,000 (Three Lacs Sixty Thousand) Preference Share of Rs.100/- (Rupees Hundred) each.

APPROPRIATIONS:

a) Transfer to Reserves

During the Financial year ended on March 31, 2015, no amount has been transferred to reserves.

b) Dividend

Your Directors has recommend, dividend @ 10% on 1,60,000 Non convertible, cumulative, preference shares of rupees 100 each. The Board of Directors, after duly considering the requirement of funds for Working Capital and repayment of loan instalments, have not recommended any dividend on equity shares for the year under review in view to further strengthen the financial position of your Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A and 205C of the Companies Act, 1956, your Company has transferred Rs. 51,975/- (Rupees Fifty One Thousand Nine Hundred and Seventy Five only) to the Investor Education and Protection Fund, during the year 2014-15. This amount was lying as unpaid Share application money received by the company for allotment of Shares and is due for refund for a period of seven years after allotment of Shares.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 22, 2014 (date of last Annual General Meeting) on the Company's website (www.cordscable.com), as also on the Ministry of Corporate Affairs' website.

Your Directors draw attention of the members to Note xv of General Shareholder Information to the corporate governance report which sets out information relating to outstanding dividend accounts and the dates by which dividend can be claimed by the shareholders.

LISTING OF SHARES

The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2015-16 has already been paid to the stock exchanges.

ISO CERTIFICATES

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

CREDIT RATING

CARE maintained the credit rating for the company's long term and short term debt at BBB and A3 respectively.

MATERIAL CHANGES AND COMMITMENTS

On April 11, 2015, the Share Purchase Agreement has been executed between "Purchaser Promoter" Consisting of Mr. Naveen Sawhney, Managing Director of the company and "Seller Promoter Group" consisting of Mr. Devender Kumar Prashar, Mrs. Adesh Prashar, Mr. Rahul Prashar, Mr. Amit Prashar, with Company as a confirming party for giving effect to Inter-se-transfer among the Promoters Groups. After the transaction, Mr. Naveen Sawhney, Promoter Director of the Company has acquired 33,23,173 equity share aggregating to 29.08% of the total paid up share capital of the company from "Seller Promoter Group" at a price of Rs. 32.25(Rupees Thirty Two and paisa Twenty Five only) per share. Upon completion of formalities in this regard, individual shareholding of Mr. Naveen Sawhney, in the company has been increased from 27,24,849 (23.84%) equity shares to 60,48,022 (52.92%) equity shares. However, his holding together with persons acting in concert will remain same at 6646438 Equity Shares (58.16%), as the aforesaid proposed transaction is inter-se between and amongst the Promoter Group only.

Apart from these, there have been no other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended March 31, 2015.

DETAILS OF ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

During the period under review, no material order has been passed by any regulator or court excepting to the extent as may be mentioned in the Notes to Accounts attached to the Financial Statements forming part of the Annual Report.

DEPOSITS FROM PUBLIC

Your Company has not accepted any deposits from public under section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

PARTICULARS OF SUBSIDARIARIES, JOINT VENTURES AND ASSOCIATES

As on date of this report, your company does not have any subsidiary, joint ventures and Associate Company. Further, during the period under review no company become or ceased to be its subsidiaries, joint venture or Associate Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://cordscable.com/ cordscable/corporate.php.

Your Directors draw attention of the members to Note 34 to the financial statement which sets out related party disclosures.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, hereby state and confirm that:

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

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

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

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

e) the directors had laid down internal financial controls to be followed by the company and such internal financial controls were adequate and were operating effectively.

f) 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149, 152, schedule IV and other applicable provisions, if any, of the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Om Prakash Bhandari and Mr. Ajit Kumar Sahay were appointed as independent directors at the 23rd annual general meeting of the Company held on September 22, 2014 to hold office for a period of one year from 01.04.2014 to 31.03.2015. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. The Independent directors had no pecuniary relationship or transactions with the Company.

At the aforementioned Annual General Meeting, Mr. Naveen Sawhney and Mr. Devender Kumar Prashar, who retire by rotation and being eligible has offered themselves for re-appointment, were reappointed.

Appointments:

During the year, the Board of Directors, upon the recommendations of the Nomination and Remuneration Committee, in their meeting held on January 10, 2015, has appointed Mr. Vijay Kumar as an Additional Director (designated as Independent Director) with effect from January 10, 2015, and subject to approval of company in general meeting he shall hold office for a period of one year and shall not be liable to retire by rotation. Being eligible, he offered himself to be appointed as the Independent Director of your Company.

During the year under review Mrs. Asha Bhandari was appointed as Additional (woman) Director with effect from April 01, 2015, Mr. Vimal Dev Monga was appointed as Additional Director (designated as Independent Director) on April 23, 2015 in the Board of the Company and subject to approval of company in general meeting they shall hold office for a period of one year and shall not be liable to retire by rotation. Being eligible, they offered themselves to be appointed as the Independent Director of your Company.

Also on May 30, 2015, Mr. Sanjeev Kumar was appointed as Additional Director (Whole Time Director) in the Board of the Company and subject to approval of company in general meeting he shall hold office for a period of five year and shall be liable to retire by rotation.

The resolutions seeking approval of the Members for the appointment of Mr. Vijay Kumar, Mrs. Asha Bhandari, Mr. Vimal Dev Monga and Mr. Sanjeev Kumar have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them. Being eligible, he offered himself to be appointed as the Independent Director of your Company.

All Independent Directors have given declarations that they meet criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. Company has also received notice in writing u/s 160 of the Act from members proposing the candidature of all the directors seeking appointment for the office of Director.

Resignations:

Mr. Devender Kumar Prashar (Joint Managing Director) resigned as Whole Time Director with effect from April 21, 2015 and due to personal reasons, Mr. N.K Balasubramanian has resigned as Independent Director with effect from July 01, 2014.

Also, Mr. Om Prakash Bhandari and Mr. Ajit Kumar Sahay ceased to be the Directors of the Company upon completion of tenure i.e. on March 31, 2015.

The Board places on record its gratitude for the services rendered by Mr. Devender Kumar Prashar as Whole Time Director and Mr. N.K. Balasubramanian, Mr. Ajit Kumar Sahay, Mr. Om Prakash Bhandari as Independent Directors, during his long association with the company.

In term of Section 203 of the Company's Act, 2013 and rules made thereunder, the appointments of Mr. Naveen Sawhney (Managing Director), Mr. Devender Kumar Prashar* (Joint Managing Director), Mr. Vinod Kumar Beri (Chief Executive Officer), Mr. Manoj Kumar Gupta (Chief Financial Officer) and Ms. Garima Pant (Company Secretary) as key managerial personnel of the Company were formalised. *resigned w.e.f. 21.04.2015

DECLARATION BY INDEPENDENT DIRECTOR(S)

Your company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Clause-49, of Listing Agreement.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met 15 (Fifteen) times during the financial year. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance that of its Committees and individual director. The Company has adopted adequate policy for the evaluation of its director including independent director and for the evaluation of the performance of Board and its committees; the above referred evaluation has been made in accordance with the stated policy.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

In adherence of section 178(3) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on April 01, 2015, approved a Nomination and Remuneration Policy in order to comply with the provisions u/s 178 of Companies Act, 2013 and Clause 49 of the Listing Agreement, based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Appointment criteria and qualifications of Directors (including Independent Director), policy relating to remuneration for Directors, Key Managerial Personnel and other employees, framework for performance evaluation of Independent Directors, other Directors and the Board and Policy on Board Diversity.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Annual Report and may be accessed on the Company's website at the link: http://cordscable.com/cordscable/ corporate.php.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this Annual Report. Board of your Company has accepted all the recommendations of the Audit Committee hence reasons for not accepting such recommendations does not applicable.

AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s Sharma Goel & Associates, LLP, Chartered Accountants, (FRN: 000643N) will retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment as per the Certificate furnished by them under Section-139(1) of the Companies Act, 2013 read with Companies (Audit and Accounts) Rules, 2014.

The Board recommends the re-appointment of M/s Sharma Goel & Associates, LLP, Chartered Accountants as Statutory Auditors.

Statutory auditors' report

The Auditors Report to the members on the Accounts of the company for the financial year ended on March 31, 2015 does not contain any qualification. The Notes to Accounts referred to in the Auditors Report are Self -explanatory and therefore do not require further comments.

Cost Auditors

M/s S. Chander & Associates, Cost Accountants (Firm Regn. No. 100105), who has given their consent in writing to act as Cost Auditor, were appointed as the Cost Auditor of the Company to audit the cost records maintained by the company for the financial year 2014-15 at a remuneration of Rs. 1,00,000/- (Rupees One Lac only) p.a. plus service tax and out of pocket expenses incurred in connection with the aforesaid audit. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members for ratification.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Gupta Gulshan & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the financial year ended on 31st March, 2015.

Secretarial audit report

The Secretarial Audit report is annexed herewith as ANNEXURE 1. As regard regard to observations of Secretarial Auditor of the Company, your directors submitted their Para wise reply as under:

1. Company was in the process to appoint the right candidate at the Board as woman director and that the Company in all good earnest and intentions to comply with the provisions had appointed Mrs. Asha Bhandari as Independent Director (Woman Director) 01.04.2015. Delay of only one day happened due to fact that it was not feasible to conduct the meeting of Board on or before 31.03.2015.

2. Provisions of Section 203 of the Companies Act, 2013 were come into force w.e.f. 01.04.2015 and accordingly company was required to appoint CFO. As no timeline was mentioned in the provisions hence efforts were made to appoint a suitable person as CFO of the Company. Process was initiated and accordingly CFO was appointed by the Board in its meeting held on 01.04.2015. Prior to appointing CFO company has employed duly qualified Chartered Accountant designated as G. M. (Finance and Accounts). Hence there was only difference of nomenclature of designation that too was complied with by appointing CFO on 01.04.2015.

3. In order to meet the requirement of funds for Working Capital and repayment of loan instalments, company could not spend any amount in the CSR activities during the finance year 2014-15. However, efforts shall be made to contribute towards CSR activities during FY. 2015-16.

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

During the financial year ended on March 31, 2015, no loan, investments and guarantees made/ given by the Company u/s 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Control System of the Company has been devised through its extensive experience that ensures control over various functions of its business. The Company practices Quality Management System for Design, Planning, Production and Marketing. Periodic audits conducted by Internal Auditors and Statutory Auditors provide means whereby any weakness, whether financial or otherwise, is identified and rectified in time The details in respect of internal financial control and their adequacy are also included in the Management Discussion and Analysis, which forms part of this report.

RISK MANAGEMENT POLICY

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

Your directors also periodically review the risks associated with the business or threaten the prospectus of the company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section-135 of Companies Act, 2013, the Board of Directors of the company at their meeting held on August 14, 2014 has approved the constitution of CSR Committee, comprises of four directors viz. Mr. Naveen Sawhney, Mr. Devender Kumar Prashar, Mr. Ajit Kumar Sahay and Mr. Om Prakash Bhandari. This committee was reconstituted on April 01, 2015 and April 23, 2015 and as on date of this report, the committee comprises of Four Directors i.e. Mr. Naveen Sawhney, Mrs. Asha Bhandari, Mr. Vimal Dev Monga and Mr. Vijay Kumar. Details regarding the constitution, roles and functions of the Corporate Social Responsibility Committee are given in the Report on Corporate Governance.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities, if any.

Disclosure on Companies (Corporate Social Responsibility (CSR) Policy) Rules, 2013, is set out herewith as ANNEXURE - 2 to this Report.

WHISTLEBLOWER POLICY

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

DISCLOSURE REQUIREMENTS

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the independent directors are available on the website of the Company (http://cordscable.com/cordscable/corporate.php.)

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated persons have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES

Details containing the name and other particulars of employees in accordance with the provision of Section 197(12) of the Companies Act, 2013, read with the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as ANNEXURE - 4 to the Board's Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI.

A separate report on Corporate Governance forms part of the Annual Report along with the Auditor's Certificate on Compliance. Certificate from M/s Gupta Gulshan & Associates, Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement has been obtained and is annexed at the end of Corporate Governance Report. Further, the Company regularly submits the quarterly corporate governance compliance report to Stock Exchanges.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in a separate section and forms part of this Report.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as ANNEXURE - 5 to this Report.

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION

Mr. Naveen Sawhney, Managing Director and Mr. Manoj Kumar Gupta Chief Financial Officer has given a certificate to the Board as contemplated under Clause 49 of the Listing Agreement with the Stock Exchanges, provided in a separate section as ANNEXURE - 6 and forms part of this Report.

DISCLOSURE FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company believes in providing a safe and harassment free workplace for every woman working with the company. The Company endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment as per applicable provisions.

As on date of this report, Internal Complaints Committee has not received any complaint pertaining to sexual harassment and no complaint is pending for disposal before the Committee.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the Green Initiative in Corporate Governance introduce by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment.

Electronic copies of the Annual Report 2015 and Notice of the 24th Annual General Meeting are sent to all members whose email addresses are registered with the company/ Depository participants. For members who have not registered their e mail addresses, physical copies of Annual Reports 2014-15 and Notice of the 24th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to Company Secretary.

The Company is providing e voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. This is pursuant to section 108 of Companies Act, 2013 and Companies (Management and Administration) Rules, 2014. The instructions for e voting are provided in the Notice.

The Company is also periodically uploading Annual Reports, Financial Results and Shareholding Pattern etc. on its website viz. www.cordscable.com within the prescribed time limit.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Financial Institutions, Securities and Exchange Board of India, Government authorities, Statutory authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co- operation.

ON BEHALF OF THE BOARD OF DIRECTORS

New Delhi Naveen Sawhney Sanjeev Kumar

August 14, 2015 Managing Director Whole Time Director

DIN : 00893704 DIN : 07178759

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Third Annual Report together with the Audited Statement of Accounts for financial year ended March 31, 2014.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars FY 2013-14 FY 2012-13

Gross Sales 28688.28 42401.55

Net Sales 26299.24 38543.54

Other Income 185.53 170.64

Total Income 26484.77 38714.18

Profit before Depreciation & Tax 801.04 1740.11

Depreciation 499.19 840.04

Profit before Tax 301.85 900.07

Provision for Tax 98.40 291.99

Profit after Tax 203.45 608.08

Profit brought forward from previous year 4389.95 3800.59

Profit available for appropriations 4593.40 4408.67

Appropriations:

Proposed Dividend (Preference Dividend) 16.00 16.00

Corporate Dividend Tax 2.72 2.72

Transferred to General Reserve - -

Profit carried forward 4574.68 4389.95

COMPANY PERFORMANCE

During the year under review, yours company''s total revenue was Rs.26484.77 lakhs as against Rs. 38714.18 lakhs in the previous year. The Company has earned profit before interest, depreciation and tax of Rs. 2766.96 lakhs as against Rs.4004.35 lakhs profit before interest, depreciation and tax last year. The interest cost was Rs. 1965.92 lakhs as against Rs. 2264.24 lakhs last year. The profit for the year after tax was Rs. 203.45 lakhs as against Rs. 608.08 lakhs last year.

The main reason for the company to earn inadequate profits in the fiscal has been the inability of the company in producing the desirable quantity owing mainly to the shortage and interrupted supply of raw materials. This specifically refers to the shortage and interrupted supply of company''s key base raw material - Copper, and especially during the period from March 2013 to September 2013. The sudden external factor leading to supply shock in our base raw material was not in the control of the company. And as such, the haphazard and non- continuous supply of Copper went on till September 2013 with the result the production of Control and Instrumentation cables by the company was severely hampered and subsequently resulted in lower achievement of sales numbers and earning of inadequate profits.

In order to fulfil its immediate requirements, the company had started developing a few more domestic vendors of Copper, To make sure better supplies in future, the company has started to place orders to larger overseas suppliers of Copper, The company is also in touch with a few domestic as well as overseas vendors for entering into quantity based MOUs so that raw material quantities can be assured.

NEWLY ADDED PRESTIGIOUS EXPORT/DOMESTIC CLIENTS

The country has seen the slowdown in the economy during the FY 2013-14 across the industry. Cable Industry has also been the part of this slow down and overall revenues of the industry have gone down as compared to FY 2012-13.

However, Cords Cable Industries Ltd. being a leading manufacturer of control, instrumentation and certain special cables in the country and these cables being used in Power Plants / Refinery / Process Industry / etc. have been successful in remaining afloat during the FY 2013-14 with a net sales revenue of 26299.24 lacs and have declared the profit of Rs. 203.45 Lacs as on 31.03.2014.

Your Company has also been successful in booking the orders from new EPC contractors like Kazstroy, Efacec, Samsung, Thales, OTV (Italy), etc. Your Company has also been successful in booking the orders from various international customers like OTV (Italy) for Power and Control Cables worth Rs. 12 Cr. Thales for Hyderabad and Bangalore Metro Rail Corporation Projects worth Rs. 6 Cr. GE Oil & Gas (Advanced Systek) for 26 HPCL Location Depots across the country for Control, Instrumentation and Fire Survival Cables worth Rs. 13 Cr. Dangote Cement (Nigeria) for Rs. 3 Cr. and ABB (S. P. A.) Italy for Rs. 2 Cr.

The Company has also been able to maintain and sustain the order booking and sales revenues from existing customers like L&T, Essar, Siemens, Alstom, Jaypee, EIL, NTPC, PGCIL, BHEL, etc.

In view of the slowdown in the economy the Company has used this lean period in consolidation of its manufacturing process and R&D activity and have developed new products like Balise Cables and Silicon Rubber Cables and also made inroads in various Metro Railways Project across the Country like Delhi Metro Rail Corporation (DMRC), Bangalore Metro Rail Corporation (BMRC), Hyderabad Metro Rail Corporation (HMRC) and Jaipur Metro Rail Corporation (JMRC).

DEMERGER

During the year under review it was proposed to demerge the company. However no significant action could be initiated on the demerger process.

DIVIDEND

It is proposed to recommend dividend @ 10% on 1,60,000 Non convertible, cumulative, preference shares of rupees 100 each. The Board of Directors, after duly considering the requirement of funds for Working Capital and repayment of loan instalments, have not recommended any dividend on equity shares for the year under review in view to further strengthen the financial position of your Company.

TRANSFER TO RESERVE

During the current year, no amount has been transferred to reserves.

PUBLIC DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 58(A) of the Companies Act, 1956.

CAPITAL STRUCTURE

The Authorised Capital of the Company is Rs. 15,60,00,000/- (Rupees Fifteen Crores Sixty Lacs Only) divided into 1,20,00,000 (One Crore Twenty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 3,60,000 (Three Lacs Sixty Thousand) Non convertible, cumulative, Preference Share of Rs.100/- (Rupees Hundred) each.

DIRECTORS

The Board of Directors comprises of Mr. Naveen Sawhney, Managing Director, Mr. Devender Kumar Prashar, Joint Managing Director, Mr. Om Prakash Bhandari and Mr. Ajit Kumar Sahay as Non Executive Independent Directors.

Mr. N. K. Balasubramanian, Independent Director resigned with effect from July 01, 2014 due to personal reasons. The Board records its appreciation for the valuable services rendered by Mr. N. K. Balasubramanian.

Pursuant to Section 152 of the Company''s Act, 2013 and of the Company''s Article of Association, Mr. Devender Kumar Prashar, Joint Managing Director and Mr. Naveen Sawhney, Managing Director retires by rotation and being eligible, offers themselves for re-appointment.

Pursuant to Sections 149 and 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 alongwith Schedule IV of the Act it is proposed to appoint Mr. Om Prakash Bhandari (DIN: 00046524) and Mr. Ajit Kumar Sahay (DIN: 00353414) the existing Independent Directors as Non- Executive Independent Directors for a period of one year w.e.f. 01.04.2014 to 31.03.2015 subject to approval of members at the forthcoming Annual General Meeting. The Independent Directors shall not be liable to retire by rotation. All the above mentioned Directors have given the declaration of Independence as per Section 149 (6) of the Companies Act, 2013.

Brief resume of the Director proposed to be appointed / reappointed, nature of his expertise in specific functional areas, name of companies in which he hold directorships and memberships / chairmanships of Board Committees, shareholding detail as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges are provided in the Report on Corporate Governance. None of the Directors of the Company is disqualified from being appointed as Director.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors report that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit and loss account for the year under review;

3. They have taken proper and sufficient care 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;

4. They have prepared the Annual Accounts for the financial year ended March 31,2014 on a going concern basis.

KEY MANAGERIAL PERSONNEL

In term of Section 203 of the Company''s Act, 2013 Company has already appointed the key managerial personnel viz. Mr. Naveen Sawhney, Managing Director, Mr. Devender Kumar Prashar, Joint Managing Director, Mr. V. K. Beri, Chief Executive Officer and Ms. Garima Pant as Company Secretary.

Company has also designated Mr. Satinder Bedi, Head Sourcing, Mr. Dinesh Sukhla, President Operations, Mr. H.K. Pandita, Vice President Marketing and Mr. Sandeep Kumar (G. M. - Finance & Accounts) as persons one level below the Key Managerial Personnel''s of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with Section 135 of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on August 14, 2014 have approved the constitution of the CSR Committee which comprises four directors viz. Mr. Naveen Sawhney, Mr. Devender Kumar Prashar, Mr. Om Prakash Bhandari and Mr. Ajit Kumar Sahay to frame and recommend CSR policy and other matters related to CSR compliances.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The requisite annual listing fees have been paid to the Exchanges.

PARTICULAR OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The Company has given due attention towards conservation of energy. Our Energy Efficiency drive includes:-

* All air conditioners, lights and computers are shut down after office hours (except at the time of work commitments).

* There is an optimum ratio of glass windows to utilize natural daylight and proper insulation and ventilation to balance temperature and reduce heat.

* Your Company supports the ''Green Initiative'' taken by the Ministry of Corporate Affairs and urges its shareholders to accept electronic delivery of documents as prescribed by Law and provide valuable support to the Company in conserving the environment by reducing impact of printing.

FOREIGN EXCHANGE EARNING AND OUTGO

(a) Activities relating to export, initiatives taken to increase exports, development of new export markets for products and expert pians

During the year under review, the Company''s products were exported mainly to Middle-East countries. Company participated in Exhibitions, Technical Seminars & Conferences in foreign countries for promotion of its products. Efforts continue to enlarge the geographical reach on export market in order to maximize foreign exchange inflow and every effort made to minimize the foreign exchange outflow.

(b) Total Foreign Exchange Earnings Rs. 684.39 Lacs

(c) Total Foreign Exchange Used Rs. 2943.62 Lacs

PARTICULARS OF EMPLOYEES

As per the limit prescribed in Companies (Particulars of Employees) Amendment Rules, 2011, none of our employee falls within that category. So, no information is required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

MANAGING DIRECTOR / JOINT MANAGING DIRECTOR / GENERAL MANAGER (FINANCE & ACCOUNTS) CERTIFICATION

Mr. Naveen Sawhney, Managing Director and Mr. Devender Kumar Prashar, Joint Managing Director and Mr. Sandeep Kumar [General Manager (Finance & Accounts)] has given a certificate to the Board as contemplated under Clause 49 of the Listing Agreement with the Stock Exchanges, provided in a separate section and forms part of this Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. Certificate from M/s Gulshan Gupta & Associates, Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement has been obtained and is annexed at the end of Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis is provided in a separate section and forms part of this Report.

AUDITORS

M/s Sharma Goel & Co., Chartered Accountants, Auditors of the Company will retire at the conclusion of the ensuing AGM and are eligible for reappointment as per the certificate furnished by them under Section 139 (1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

AUDITORS REPORT

The Auditors Report to the Members on the Accounts of the Company for the financial year ended on March 31, 2014 does not contain any qualification. The Notes to Accounts referred to in the Auditors Report are self explanatory and therefore do not require further explanation.

COST AUDITORS

M/s S. Chander & Associates, Cost Accountant, were appointed as the Cost Auditor for conducting the cost audit of the company for the financial year 2013-14. M/s S. Chander & Associate have confirmed their willingness to act as Cost Auditor of the company for the financial year 2014-15 and have confirmed their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 read with the Rules made thereunder.

In view of the Green Initiative in Corporate Governance introduce by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment.

Electronic copies of the Annual Report 2014 and Notice of the 23rd Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository participants. For members who have not registered their e mail addresses, physical copies of Annual Reports 2014 and Notice of the 23rd Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to Company Secretary.

The Company is providing e voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. This is pursuant to section 108 of Companies Act, 2013 and Companies (Management and Administration) Rules, 2014. The instructions for e voting are provided in the Notice.

AWARDS AND RECOGNISIONS

Your Company during the vendor meet on 7th December, 2013 has appreciated for Exceptional Contribution to the Hindalco Group and as a token of recognition CORDS has been awarded a trophy. Further, formal inauguration of the meet was jointly done by Mr. Naveen Sawhney, Managing Director, Cords Cable Industries Limited and Mr. D.K. Kohly, C.O.O of Hindalco Industries Limited.

This is a good achievement which has been recognized by one of the most prestigious and important house like Hindalco Industries, Aditya Birla Group.

We congratulate to all members for achieving this and look forward for good efforts to continue for getting similar reorganization from other houses as well.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the co-operation extended by Banks, Financial Institutions, Securities and Exchange Board of India, Government authorities, Statutory authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

FOR & ON BEHALF OF THE BOARD

Sd/- Sd/- New Delhi Naveen Sawhney Devender Kumar Prashar August 14, 2014 (Managing Director) (Joint Managing Director) DIN: 00893704 DIN:00540057

---

Mar 31, 2013

To, Dear Members,

The Directors are pleased to present the Twenty Second Annual Report together with the Audited Statement of Accounts for financial year ended March 31, 2013.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars FY 2012-13 FY 2011-12

Gross Sales 42401.55 40311.06

Net Sales 38543.54 37680.74

Other Income 170.64 150.95

Total Income 38714.18 37831.69

Profit before Depreciation & Tax 1740.11 1420.51

Depreciation 840.04 677.50

Profit before Tax 900.07 743.01

Provision for Tax 291.99 206.70

Profit after Tax 608.08 536.31

Profit brought forward from previous year 3800.59 3271.29

Profit available for appropriations 4408.67 3807.60

Appropriations:_

Proposed Dividend (Preference Dividend) 16.00 6.03

Corporate Dividend Tax 2.72 0.98

Transferred to General Reserve - -

Profit carried forward 4389.95 3800.59

OPERATIONAL HIGHLIGHTS

During the year under review, your Company achieved a Turnover of Rs.38543.54 Lacs as compared to Rs. 37680.74 Lacs in the previous year. The Operational Profit, before making provision for interest and depreciation, amounted to Rs 3833.71 Lacs as against Rs.3562.15 Lacs in the previous year.

The Profit before tax during the year was Rs.900.07 Lacs.

Your Company has build up strong ongoing relationship with customers and has worked rigorously to deliver value-for-money to its customers. This performance has been achieved by focusing on continuous improvements in operational efficiency, customer service, higher sales, effective working capital management and cost effective initiatives.

NEWLY ADDED PRESTIGIOUS EXPORT/DOMESTIC CLIENTS

During the year under review, your Company added prestigious worldwide recognized client, Leighton Welspun Contractors. Leighton Welspun Contractors is a part of the $23 billion Australia-based Leighton Holdings. CORDS has bagged two orders totalling to over INR 80 million for the supply of instrumentation Cable towards Oil Exploration, and Power Generation and Distribution projects undertaken in Rajasthan, India.

Besides, your company bagged an export order valuing over U.S. $2.18 million from OTV International (subsidiary of Veolia Water Solutions & Technologies) its worldwide recognized French customer for supplies to the state of Kuwait. OTV International is a part of the €29.6 billion France based Veolia Environment. This order was for supply of a variety of Low-Voltage (LV) cables, including control, instrumentation and power cables, valuing over US. $2.18 million to OTV International under a supply and erection contact which OTV entered into with the Kuwaiti Ministry of Electricity and Water for a Desalination plant in the State of Kuwait.

RATING BY CARE

During the year under review, Credit Analysis & Research Ltd. (CARE) has re-assigned "CARE BBB" (Triple B) and "A3" (A Three) rating to the Long Term & Short Term Bank facilities of the Company in accordance with Basel II norms. Instruments with this rating would carry moderate credit risk. CARE has assigned this rating taking into account vast experience of CCIL''s promoters inI the Cable Industry, long track record of operations, established position in the Control and Instrumentation cables market.

DIVIDEND

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

CAPITAL STRUCTURE

The Authorised Capital of the Company is Rs. 15,60,00,000/- (Rupees Fifteen Crores Sixty Lacs Only) divided into 1,20,00,000 (One Crore Twenty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 3,60,000 (Three Lacs Sixty Thousand) Preference Share of Rs.100/- (Rupees Hundred) each.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms part of the Annual Report along with the Auditor''s Certificate on Compliance.

Certificate from M/s Gupta Gulshan & Associates, Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement has been obtained and is annexed at the end of Corporate Governance Report.

DIRECTORS

The Board constitutes of-

Mr. Naveen Sawhney, Mr D.K. Prashar- Executive Directors, and

Mr. O.P. Bhandari, Mr. N.K. Balasubramanian, Mr. Ajit Kumar Sahay - Non Executive Independent Directors.

Mr. Naveen Sawhney is the Managing Director and Mr. D.K. Prashar is the Joint Managing Director. Pursuant to Section 256 of the Companies Act, 1956, Mr. O.P. Bhandari is retiring by rotation and being eligible has offered himself for re-appointment. The Board recommends the name of Mr. O.P. Bhandari for reappointment as Director of the Company. Brief resume of the Director proposed to be reappointed, nature of his expertise in specific functional areas, name of companies in which he hold directorships and memberships/chairmanships of Board Committees, shareholding detail as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges are provided in the Report on Corporate Governance.

None of the Directors of the Company is disqualified from being appointed as Director under clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors report that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit and loss account for the year under review;

3. They have taken proper and sufficient care 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;

4. They have prepared the Annual Accounts for the financial year ended March 31, 2013 on a going concern basis.

AUDITORS

M/s Sharma Goel & Co., Chartered Accountants, Auditors of the Company will retire at the conclusion of the ensuring AGM and are eligible for reappointment as per the certificate furnished by them under Section 224(1B) of the Companies Act, 1956

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company has given due attention towards conservation of energy. Our Energy Efficiency drive includes:-

All air conditioners, lights and computers are shut down after office hours (except at the time of work commitments).

There is an optimum ratio of glass windows to utilize natural daylight and proper insulation/ventilation to balance temperature and reduce heat.

Your Company supports the ''Green Initiative'' taken by the Ministry of Corporate Affairs ("MCA") and urges its shareholders to accept electronic delivery of documents as prescribed by Law and provide valuable support to the Company in conserving the environment by reducing impact of printing.

PARTICULARS OF EMPLOYEES

As per the limit prescribed in Companies (Particulars of Employees) Amendment Rules, 2011, none of our employee falls within that category. So, no information is required to be furnished under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

PUBLIC DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 58(A) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis is provided in a separate section and forms part of this Report.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Financial Institutions, Securities and Exchange Board of India, Government authorities, Statutory authorities, customers, vendors and shareholders of the Company and looks forward to a continued mutual support and co-operation.

FOR & ON BEHALF OF THE BOARD

Sd/- Sd/-

New Delhi Naveen Sawhney D.K. Prashar

August 14, 2013 (Managing Director) (Joint Managing Director)

---

Mar 31, 2012

The Directors are pleased to present the Twenty First Annual Report together with the Audited Statement of Accounts of financial year ended March 31, 2012.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars FY 2011-12 FY 2010-11

Gross Sales 40311.06 31117.50

Net Sales 37680.74 28961.07

Other Income 150.95 127.66

Total Income 37831.69 29088.73

Profit before Depreciation & Tax 1420.51 1222.88

Depreciation 677.50 434.19

Profit before Tax 743.01 788.69

Provision for Tax 206.70 251.57

Profit after Tax 536.31 537.12

Profit brought forward from previous year 3271.29 2734.17

Profit available for appropriations 3807.60 3271.29

Appropriations:

Proposed Dividend (Preference Dividend) 6.03 -

Corporate Dividend Tax 0.98 -

Profit carried forward 3800.59 3271.29

OPERATIONAL HIGHLIGHTS

During the year under review, your Company has registered strong growth. It achieved a turnover of Rs. 37680.74 Lacs as compared to Rs.28961.07 Lacs in the previous year, which is a jump of over 30%. The Operational Profit, before making provision for interest and depreciation, amounted to Rs. 3562 .15 Lacs as against Rs. 2504.93 Lacs in the previous year, surging thus by over 40%.

The Profit before tax during the year was Rs.743.01 Lacs.

The Company has build up strong ongoing relationships with its customers and has worked rigorously to deliver them specialized cables which are value-for-money at the same time. This performance has been achieved by focusing on continuous improvement in operational efficiency, customer service, quality, effective working capital management and employees' welfare initiative.

RECOGNITION

Your company was rated as world's 513th fastest growing company by US-based global business newspaper, 'International Business Times', in its list of world's 1000 fastest growing companies in January of 2012. (source: http://www.ibtimes.com/ibt1000/search/title/Cords Cable Industries, Ltd.)

NEWLY ADDED PRESTIGIOUS CLIENTS

During the year under review, the Company added several prestigious clients. Few of them have been mentioned here under:

The Company added in its customer profile prestigious worldwide recognized client, 'Veolia Water Solutions Oil & Gas', for a water treatment plant project at the Kingdom of Bahrain. Veolia Water Solutions Oil & Gas is the global division of Veolia Water Solutions & Technologies and is a part of the 155 year old French based 29,647 Million Veolia Environment. VWS Oil & Gas is dedicated to serving the oil and gas industry and supports developments onshore and offshore around the world.

Your Company also got an international approval for its main stream cable products—Instrumentation Cable, Control Cable, Signaling Cable, Thermocouple Cable, Communication Cable and LT Power Cable from its prestigious new customer Tatweer Petroleum, Kingdom of Bahrain.

This year the Company bagged its first order from Portugal's largest Electrical & Electromechanical Group - EFACEC Group. Under this initial order, Control and Instrumentation Cables valuing more then INR 70 Million shall be supplied by your Company towards a Power Plant project undertaken by EFACEC in India.

RATING BY CARE

During the year under review Credit Analysis & Research Ltd. (CARE) has re-assigned "CARE BBB " (Triple B Plus) and "A3 " (A Three Plus) rating to the Long Term & Short Term Bank facilities of the Company in accordance with Basel II norms. Instrument with this rating would carry moderate credit risk. CaRe has assigned this rating taking into account vast experience of CCIL's promoters in the Cable Industry, long track record of operations, established position in the Control and Instrumentation cables market, comfortable order book position and moderately favorable capital structure.

DIVIDEND

The Board of Directors after duly considering the requirement of funds for Working Capital and stabilization of its newly commissioned ultra modern cable expansion project at Kaharani have not recommended dividend for the year under review in view to further strengthen the financial position of your Company.

CAPITAL STRUCTURE

During the year under review Authorised Capital of the Company was increased from Rs. 12.00.00.000 (Rupees Twelve Crores) to Rs. 14,00,00,000 (Rupees Fourteen Crores) by addition of 2.00.000 (Two Lacs) Preference Shares of Rs. 100/- each. The Paid Capital of the Company is Rs.13,02,77,800/- (Rupees Thirteen Crores Two Lacs Seventy Seven Thousand and Eight Hundred only) divided into 1,14,27,780 (One Crore Fourteen lacs Twenty Seven Thousand Seven Hundred and Eighty) Equity Shares of Rs. 10/- and 1,60,000 (One Lac Sixty Thousand) Preference Shares of Rs. 100/- each.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms part of the Annual Report along with the Auditor's Certificate on Compliance.

DIRECTORS

During the year under review, Mr. Naveen Sawhney, Managing Director & Mr. D.K. Prashar, Joint Managing Director were reappointed as Managing Director and Joint Managing Director respectively of the Company for a period of five years with effect from July 01, 2011 to June 30, 2016.

The Board constitutes of-

Mr. Naveen Sawhney, Mr D.K. Prashar- Executive Directors, and

Mr. O.P. Bhandari, Mr. N.K. Balasubramanian, Mr. Ajit Kumar Sahay - Non Executive Independent Directors.

Pursuant to Section 256 of the Companies Act, 1956 Mr. Ajit Kumar Sahay is retiring by rotation and being eligible has offered himself for re-appointment. The Board recommends the name of Mr. Ajit Kumar Sahay for reappointment as Director of the Company. Brief resume of the Director proposed to be reappointed, nature of his expertise in specific functional areas, name of companies in which he hold directorships and memberships/chairmanships of Board Committees, shareholding detail as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges are provided in the Report on Corporate Governance.

None of the Directors of the Company is disqualified from being appointed as Director under clause

(g) of sub-section (1) of section 274 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors report that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit and loss account for the year under review;

3. They have taken proper and sufficient care 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;

4. They have prepared the Annual Accounts for the financial year ended March 31, 2012 on a going concern basis.

AUDITORS

M/s Sharma Goel & Co., Chartered Accountants, Auditors of the Company will retire at the conclusion of the ensuring AGM and are eligible for reappointment as per the certificate furnished by them under Section 224(1B) of the Companies Act, 1956

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company has given due attention towards conservation of energy. Our Energy Efficiency drive includes:-

- All air conditioners, lights and computers are shut down after office hours (except at the time of work commitments.)

- There is an optimum ratio of glass windows to utilize natural daylight and proper insulation/ventilation to balance temperature and reduce heat.

- Your Company supports the 'Green Initiative' taken by the Ministry of Corporate Affairs ("MCA") and urges its shareholders to accept electronic delivery of documents as prescribed by Law and provide valuable support to the Company in conserving the environment by reducing impact of printing.

FOREIGN EXCHANGE EARNING AND OUTGO

(a) Activities relating to export, initiatives taken During the year under review, the Company's to increase exports, development of new products were exported mamty to Middle-East export markets for products and export countries. Company participated m Exhibitions, T iiiairvcio iui p.uv-iuvio a. iu Technical Seminars & Conferences in foreign plans countries for promotion of its products. Efforts continue to enlarge the geographical reach on export market in order to maximize foreign exchange inflow and every effort made to minimize the foreign exchange outflow.

PARTICULARS OF EMPLOYEES

As per the limit prescribed in Companies (Particulars of Employees) Amendment Rules, 2011 none of our employee falls within that category.

So, no Information is required to be furnished under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

PUBLIC DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 58(A) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis is provided in a separate section and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors also wish to place on record their appreciation for the continuous support received from the bankers, shareholders, customers, suppliers, various statutory bodies of the Government of India and the Company's employees at all levels.

FOR & ON BEHALF OF THE BOARD

Sd/-

New Delhi Naveen Sawhney

August 08, 2012 (Chairman)

---

Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the Twentieth Annual Report together with the Audited Statement of Accounts of financial year ended March 31, 2011.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars FY 2010-11 FY 2009-10

Net Sales 28961.07 22083.42

Other Income 127.66 148.57

Total Income 29088.73 22231.99

Profit before Depreciation & Tax 1223.18 989.46

Depreciation 434.19 366.89

Profit before Tax 788.99 622.57

Provision for Tax 251.87 203.96

Profit after Tax 537.12 418.61

Profit brought forward from previous year 2734.17 2491.14

Profit available for appropriations 3271.29 2909.75

Appropriations:

Proposed Dividend - 114.28

Corporate Dividend Tax - 19.42

Transferred to General Reserve - 41.87

Profit carried forward 3271.29 2734.18

OPERATIONAL HIGHLIGHTS

This year your Company had several positive developments. The Company achieved a Turnover of Rs. 28961 Lacs as compared to Rs.22083 Lacs in the previous year. The Profit before tax during the year was Rs.788.99 Lacs showing more than 26% increase as that of previous year.

Your Company recently added Solar PV Cables to its portfolio as well as other recently marketed products including foundation fieldbus cables, fire survival cables, low temperature cables, EPR insulated cables and specialized cables for oil and gas.

This performance is attributed to your company’s dedicated, firm and planned approach towards tapping market potentials both local as well as international, setting up of upgraded and modernized facility at Kaharani so as to keep pace with the requirements of the market as well as maintain a team of highly dedicated professionals and task oriented executives to execute the plans in a phased manner and in the right direction.

COMMENCEMENT OF COMMERCIAL PRODUCTION

This year your Company commissioned its new ultra-modern cable manufacturing facility at Kaharani, Rajasthan. This new facility is spread over an area of approximately 68,360 square meters. With the commissioning of this new facility, the approximate installed capacity of the company now stands at 65,000 cable k.m., i.e., an expansion of about 35,000 cable k.m. of installed capacity. The new site has, as such, got an immense potential for even future expansions to service the increasing demand of products of the company.

The phenomenal growth of over 30% in revenues registered by the company in Financial Year 2010-2011 over the previous Financial Year is partly due to the substantial increase in its production capacity owing to the successful commissioning of its new facility.

RATING BY CARE

During the year under review Credit Analysis & Research Ltd. (CARE) has re-assigned “CARE BBB ” (Triple B Plus) and “PR3 ” (PR Three Plus) rating to the Long Term & Short Term Bank facilities of the Company in accordance with Basel II norms. Instruments with this rating would carry moderate credit risk. CARE has assigned this rating taking into account vast experience of CCIL's promoters in the Cable Industry, long track record of operations, established position in the Control and Instrumentation cables market, comfortable order book position and moderately favorable capital structure.

ISO 9001:2008

Your company’s newly commissioned cable manufacturing facility at Kaharani has recently bean accredited with ISO 9001:2008 certification.

ISO 9001 certification proves that the Company’s Quality Management System has been certified in line with the best practices standard and is found compliant. It provides a framework for focus on customer and product requirements, process performance and effectiveness with emphasis on continual improvement and objective measurement. It helps the Company to achieve consistency, improve internal processes, fulfill contractual obligations and gives a competitive advantage and increases customer confidence.

AGGRESSIVE COST CUTTING INITIATIVES :

In order to protect its projected cash-flows from the on-going upward volatility in the interest rates, your company has successfully converted an amount of Rs. 20 crore from a floating interest rate of 13.75% p.a. to a fixed rate of 10.50% p.a. (fixed @10.50% p.a. for the entire tenure of the loan). Now a substantial portion of your company’s long term financial commitments is on fixed interest terms basis. With this initiative, going forward, your company is expected to also save on to a substantial amount of interest outflow.

DIVIDEND

The Board of Directors after duly considering the requirement of funds for Working Capital and stabilization of its newly commissioned ultra modern cable expansion project at Kaharani have not recommended dividend for the year under review in view to further strengthen the financial position of your Company.

CAPITAL STRUCTURE

During the year under review there was no change in the capital structure of the Company. The Authorised Share Capital of the Company is Rs. 12,00,00,000 (Rupees Twelve Crores) divided into 1,20,00,000 (One Crore Twenty Lacs ) Equity Shares of Rs. 10/- each. The Paid Capital of the Company is Rs.11,42,77,800/- (Rupees Eleven Crores Forty Two Lacs Seventy Seven Thousand and Eight Hundred only) divided into 1,14,27,780 (One Crore Fourteen lacs Twenty Seven Thousand Seven Hundred and Eighty) Equity Shares of Rs. 10/- each.

UTILIZATION OF PUBLIC ISSUE PROCEEDS

Details of utilization of Public Issue Proceeds have been submitted in Note no.16 of Schedule No. 18(c) attached to the Annual Accounts.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms part of the Annual Report along with the Auditor's Certificate on Compliance.

DIRECTORS

During the year under review, Mr. A. K. Gangopadhyay, Non Executive Director has resigned w.e.f. August 13, 2010

Mr. Ajit Kumar Sahay has joined the Board as Non-Executive Director w.e.f. May 29, 2010. Mr. Sahay has extensive managerial experience of over four decades in both Public & Private Sectors, including about ten years as Director/CMD at Board Level.

The Board constitutes of-

Mr. Naveen Sawhney, Mr D.K. Prashar- Executive Directors, and Mr. O.P. Bhandari, Mr. N.K. Balasubramanian, Mr. Ajit Kumar Sahay - Non Executive Independent Directors.

Pursuant to Section 256 of the Companies Act, 1956 Mr. N. K. Balasubramanian and Mr. D. K. Prashar are retiring by rotation and being eligible have offered themselves for re-appointment. The Board recommends the name of Mr. N. K. Balasubramanian and Mr. D. K. Prashar for reappointment as Directors of the Company. Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, name of companies in which they hold directorships and memberships/chairmanships of Board Committees, shareholding detail as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges are provided in the Report on Corporate Governance.

None of the Directors of the Company is disqualified from being appointed as Director under clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors report that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit and loss account for the year under review;

3. They have taken proper and sufficient care 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;

4. They have prepared the Annual Accounts for the financial year ended March 31, 2011 on a going concern basis.

AUDITORS

M/s. Sharma Goel & Co., Chartered Accountants, auditors of the Company will retire at the conclusion of the ensuring AGM and are eligible for reappointment as per the certificate furnished by them under Section 224(1B) of the Companies Act, 1956

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company has given due attention towards conservation of energy. It not only reduces the cost of production but also helps in conservation of natural resources which are depleting very fast. The Company is constantly looking for savings of energy and trying to conserve energy continuously by modifications or trying alternate means and continuously upgrading technology and works production. It makes continuous efforts to update itself, technically, and qualitatively applies new techniques in the manufacturing process so as to achieve a better product quality and technical reliability.

FOREIGN EXCHANGE EARNING AND OUTGO

(a) Activities relating to export, Company participated in initiatives taken to exhibitions in foreign increase exports, development countries for promotion of of new export markets for its products. Products as products and export plans per requirements of foreign markets were developed.

PARTICULARS OF EMPLOYEES

As per the limit prescribed in Companies (Particulars of Employees) Amendment Rules, 2011 none of our employee falls within that category.

So, no Information is required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

PUBLIC DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 58(A) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis is provided in a separate section and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record it's sincere thanks to their Bankers and Financial Institutions, all it's employees, customers, suppliers both locally as well as internationally and shareholders for their ongoing support and the trust they have put in the management of the Company and look forward for the same in future.

FOR & ON BEHALF OF THE BOARD

Sd /- Naveen Sawhney (Chairman)

New Delhi August 12, 2011

---

Mar 31, 2010

The Directors are pleased to present the Nineteenth Annual Report together with the Audited Statement of Accounts of financial year ended March 31st, 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars FY 2009-10 FY 2008-09

Net Sales 22083.42 22170.77 Other Income 148.57 109.02

Total Income 22231.99 22279.79

Profit before Depreciation & Tax 989.46 1397.55

Depreciation 366.89 286.20

Profit before Tax 622.57 1111.35

Provision for Tax 203.96 398.65

Profit after Tax 418.61 712.70

Profit brought forward from previous year 2491.14 1983.44

Profit available for appropriations 2909.75 2696.14

Appropriations: Proposed Dividend 114.28 114.28

Corporate Dividend Tax 19.42 19.42

Transferred to General Reserve 41.87 71.30

Profit carried forward 2734.18 2491.14

OPERATIONAL HIGHLIGHTS

The financial year 2009-10 was extremely challenging year for the entire cable industry. However, inspite of all challanges, our Company achieved a Turnover of Rs. 22083 Lacs. Though, owing to the external pressure on margins, there was a decline in profit before tax (PBT) during the year as compared to previous year as the operating margin were remain under pressure due to increase in interest cost and other inputs.

A detailed analysis and insight into the financial performance and operations of your Company for the year under review and future outlook, is appearing in the Management Discussion & Analysis which forms part of the Annual Report.

PROJECT UPDATES

In view of the past recessionary market conditions, the management decided to hold on to the project implementation for a while. However, since the turn around in the economy is already taking shape, the project implementation has been revived by the Company. In view of the above, after having achieved the financial closure, the Company has subsequently expedited the project implementation and has already achieved the advance stage in civil construction at its project site at Kahrani.

Consequently, the project is now expected to be commissioned in the second half of Financial Year 2010-2011.

RATING BY CARE

During the year under review, Credit Analysis & Research Ltd. (CARE) has assigned "CARE BBB+" (Triple B Plus) and "PR3+" (PR Three Plus) rating to the Long Term & Short Term Bank facilities of the Company in accordance with Basel II norms . Instrument with this rating is consider to carry moderate credit risk. CARE has assigned this rating taking into account vast experience of CCILs promoters in the Cable Industry, long track record of operations, established position in the Control and Instrumentation cables market, comfortable order book position and moderately favorable capital structure.

DIVIDEND

Your Directors are pleased to recommend Dividend at the rate of Re.1 per share for financial year 2009-10.

The Dividend, if approved, at the Annual General Meeting would involve an outflow of Rs.114.28 Lacs towards dividend and Rs.19.42 Lacs towards corporate dividend tax, resulting in a total outflow of Rs. 133.70 Lacs. The total outflow on dividend on Equity Shares of the Company for the year 2009-2010 would translate to 31.94% of the profits of the Company.

CAPITAL STRUCTURE

During the year under review there was no change in the capital structure of the Company. The Authorised Share Capital of the Company is Rs. 12,00,00,000/- (Rupees Twelve Crores) divided into 1,20,00,000 (One Crore Twenty Lacs ) Equity Shares of Rs. 10/- each. The Paid Capital of the Company is Rs.11,42,77,800/- (Rupees Eleven Crores Forty Two Lacs Seventy Seven Thousand and Eight Hundred only) divided into 1,14,27,780 (One Crore Fourteen lacs Twenty Seven Thousand Seven Hundred and Eighty) Equity Shares of Rs. 10/- each.

UTILIZATION OF PUBLIC ISSUE PROCEEDS

Details of utilization of Public Issue Proceeds have been submitted in Note no.15 & 16 of Schedule No. 18(c) attached to the Annual Accounts.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms part of the Annual Report along with the Auditors Certificate on

DIRECTORS

During the year under review, Mr. Rakesh Malhotra, Joint Managing Director has resigned from his Directorship w.e.f. September 19, 2009, Mr. A. K. Gangopadhyay, Non Executive Director has resigned w.e.f. August 13, 2010

Mr. Ajit Kumar Sahay has joined the Board w.e.f. May 29, 2010. Mr. Sahay has extensive managerial experience of over four decades in both Public as well as Private Sectors, including about ten years as Director/CMD at Board Level.

The Board constitutes of-

Mr. Naveen Sawhney, Mr D.K. Prashar- Executive Directors, and

Mr. O.P. Bhandari, Mr. N.K. Balasubramanian, Mr. Ajit Kumar Sahay - Non Executive Independent Directors.

Pursuant to Section 256 of the Companies Act, 1956 Mr. Naveen Sawhney and Mr. O.P. Bhandari are retiring by rotation and being eligible have offered themselves for re-appointment. The Board recommends the name of Mr. Naveen Sawhney and Mr. O.P. Bhandari for reappointment as Directors of the Company. Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, name of companies in which they hold directorships and memberships/chairmanships of Board Committees, shareholding detail as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges are provided in the Report on Corporate Governance.

None of the Directors of the Company is disqualified from being appointed as Director under clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors report that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit and loss account for the year under review;

3. They have taken proper and sufficient care 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;

4. They have prepared the Annual Accounts for the financial year ended March 31, 2010 on a going concern basis.

AUDITORS

Members will be requested at the Annual General Meeting to appoint auditors for the Current year and pass resolutions as per Item No. 5 of the Notice.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company has given due attention towards conservation of energy. It not only reduces the cost of production but also helps in conservation of natural resources which are depleting very fast. The Company is constantly looking for savings of energy and trying to conserve energy continuously by modifications or trying alternate means and continuously upgrading technology and works production. It makes continuous efforts to update itself, technically, and qualitatively applies new techniques in the manufacturing process so as to achieve a better product quality and technical reliability.

FOREIGN EXCHANGE EARNING AND OUTGO

(Rs. in Lacs)

FY 2009-10 FY 2008-09

Foreign Exchange Earnings Rs. 4221.89 Rs.2821.02

Foreign Exchange Outgo Rs.1413.38 Rs.270.27

PARTICULARS OF EMPLOYEES

Information required to be furnished under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 is attached to the report.

PUBLIC DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 58(A) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis is provided in a separate section and forms part of this Report.

AWARDS & RECOGNITION

Ministry of Commerce & Industry has awarded the status of Export House to your Company for a period of 5 years.

ACKNOWLEDGEMENT

Your Directors wish to record their warm appreciation for the valuable co-operation and support received from all the customers and suppliers, various Financial Institutions, Banks, Central and State Government Bodies, Auditors and Legal Advisors for their continuous support. We would also like to express thanks to our Shareholders for their confidence and understanding.

Last but not the least, we wish to place on record our appreciation for the sincere services rendered by the employees and our officials at all levels.

FOR & ON BEHALF OF THE BOARD

Sd /- New Delhi Naveen Sawhney

August 13,2010 (Chairman)