cable corporation ar 2013-14

Cable Corporation of India Ltd.

57th

Annual Report and Accounts

2013-2014

BOARD OF DIRECTORS

Chairman Mr H A Khatau

Managing Director & CEOMr M Digraskar

DirectorsMrs N H Khatau (w.e.f. 23.05.2014)Mr A DattaMr C Sundershyam – Nominee DirectorMr. G. D. BhingarkarMr. M KasliwalMrs. N. B. PastaMr R H KhatauMr R SaxenaMr R Sridharan (till 31.05.2014)

Registered Offi ceLaxmi Building, 4th fl oor6, Shoorji Vallabhdas MargBallard Estate, Mumbai 400 001Tel: 022- 66144000 / 4100 Fax: 022 66144111 / 4112e-mail: Secretarial Dept : [email protected] Marketing Dept : [email protected] Address : http://www.cablecorporation.com

Corporate Offi ceF2 & F10 Star Zone, Building E-1, 1st fl oorAbove passport offi ce, Nashik Pune RoadNashik Road, Nashik 422 101Tel: 0253 - 2453800

WorksPlot No.F-3/1, MIDC, Sinnar Industrial Area, (Malegaon)Dist. Nashik – 422 103Tel: 02551 230328 / 329 / 392

Plot No. F-3/2 MIDC, Sinnar Industrial Area, (Malegaon)Dist. Nashik – 422 103Tel: 02551 230147

Regional Offi cesWestern RegionLaxmi Building, 1st fl oor6, Shoorji Vallabhdas MargBallard Estate, Mumbai 400 001Tel: 022-66144145 / Fax: 022 66144113 / 4114e-mail: [email protected]

Northern RegionMilap Niketan, 2nd fl oor, 8-A, Bahadur Shah Zafar Marg,Post Box No.7111, New Delhi 110 002Tel: 011 41509010 Fax: 011 41509014e-mail: [email protected]

Eastern RegionBC-240, Salt Lake City, Sector – 1, Near BC Park and Tank No.3Kolkata 700 064e-mail: [email protected]

Southern RegionTemple Tower, 7th fl oor,672, Anna Salai, NandanamTel: 044 -24343217 / 5389 Fax : 044 24345150e-mail: [email protected]

Bankers

State Bank of IndiaUnited Bank of IndiaState Bank of Patiala

Auditors

Sorab S Engineer & Co.Chartered Accountants

Solicitors

Kanga & Co.

Registrars & Transfer Agents

M/s Linkintime India P. Ltd.C-13, Pannalal Silk Mills CompoundL B S Marg, Bhandup (West)Mumbai 400 078Tel : 022-25946970 Fax : 022 25946969

Contents Page No.

Notice ............................................................ 1

Directors’ Report............................................ 7

Management Discussion & Analysis ............. 11

Auditors’ Report ............................................. 12

Balance Sheet ............................................... 16

Statement of Profi t & Loss ............................. 17

Cash Flow Statement .................................... 18

Notes to the Financial Statements................. 19

Notes forming part of the Balance Sheet....... 21

Notes forming part of the Statement of Profi t & Loss .............................................. 27

1

NOTICE

NOTICE57th ANNUAL GENERAL MEETING

NOTICE is hereby given that the Fifty Seventh Annual Gener al Meeting of the Members of CABLE CORPORATION OF INDIA LIMITED will be held at Sheth Goculdas Tejpal Auditorium, Tejpal Road, August Kranti Marg, Mumbai 400 007 on Wednesday the 24th day of September, 2014 at 11.00 a.m. for the purpose of transacting the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Statement of Profi t and Loss for the fi nancial year ended 31st March, 2014, the Balance Sheet as at that date together with the Reports of the Board of Directors and of the Auditors thereon.

2. To appoint a Director in place of Mr G D Bhingarkar (DIN: 00256340), who retires by rotation and being eligible, offers himself for re-appoint-ment.

3. To consider and if thought fi t, to pass with or without modifi cation(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT, pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Sorab S. Engineer & Company, Chartered Accountants, (Firm Registration No. 110417W), be and are hereby re-appointed as Auditors of the Company, to hold offi ce from the conclusion of this Meeting until the conclusion of the next Annual General Meeting of the Company, on such remuneration as the Board of Directors may fi x plus actual travelling and out-of- pocket expenses in connection with the audit of accounts of the Company for the fi nancial year ending March 31, 2015.”

SPECIAL BUSINESS


“RESOLVED THAT Mrs. Nandini H Khatau (DIN: 00122240) who was appointed as an Additional Director and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the offi ce of director be and is hereby appointed as director of the Company and whose period of offi ce shall be liable to determination by retirement of directors by rotation pursuant to the provisions of Section 161 and any other applicable provision of the Companies Act, 2013

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary and incidental to give effect to the aforesaid Resolution and delegate the aforesaid powers to any Director of the Company as may be deemed necessary in the best interest of the Company.”


“RESOLVED THAT in accordance with Sections 149, 150 and 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, read with Schedule IV to the said Act, Mrs. N. B. Pasta (DIN: 00122396), Director of the Company who was appointed as a Director liable to retire by rotation and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the offi ce of director be and is hereby appointed as an Independent Director of the Company to hold offi ce from the date of this Annual General Meeting upto the expiry of fi ve consecutive years or the date of the 62nd Annual General Meeting, whichever is earlier.



“RESOLVED THAT in accordance with Sections 149, 150 and 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, read with Schedule IV to the said Act, Mr. Mukul Kasliwal (DIN: 00058577), Director of the Company who was appointed as a Director liable to retire by rotation and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the offi ce of director be and is hereby appointed as an Independent Director of the Company to hold offi ce from the date of this Annual General Meeting upto the expiry of fi ve consecutive years or the date of the 62nd Annual General Meeting, whichever is earlier.



“RESOLVED THAT in accordance with Sections 149, 150 and 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, read with Schedule IV to the said Act, Mr. Abhijit Datta (DIN: 00790029), Director of the Company who was appointed as a Director liable to retire by rotation and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the offi ce of director be and is hereby appointed as an Independent Director of the Company to hold offi ce from the date of this Annual General Meeting upto the expiry of fi ve consecutive years or the date of the 62nd Annual General Meeting, whichever is earlier.

2



“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifi cation(s) or re-enactment thereof, for the time being in force), Mr. Paresh J. Sampat (M. No. 33451) the Cost Auditor appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the fi nancial year ending March 31, 2015, be paid the remuneration of Rs. 75,000/- (inclusive of service tax) and reimbursement of out-of-pocket expenses.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

9. To consider and if thought fi t, to pass with or without modifi cation(s), the following Resolution as a Special Resolution.

“RESOLVED THAT in supersession of the Ordinary Resolution adopted at the Extra Ordinary General Meeting held on 23rd March, 1995 and pursuant to Section 180(1)(c) and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modifi cation(s) or re-enactment thereof for the time being in force), the consent of the Company be and is hereby accorded to the Board of Directors to borrow moneys in excess of the aggregate of the paid up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point at time, apart from temporary loan obtained / to be obtained from the Company’s bankers in the ordinary course of business shall not be in excess of Rs.300/- crores (Rupees Three Hundred crores).

RESOLVED FURTHER THAT the Board be and is hereby authorized and empowered to arrange or settle the terms and conditions on which all such monies are to be borrowed from time to time as to interest, repayment, security or otherwise howsoever as it may think fi t and to do all such acts, deeds and things, to execute all such documents, instruments and writing as may be required.”

10. To consider and if thought fi t, to pass with or without modifi cation(s) the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of the Ordinary Resolution passed by the Members through Postal Ballot on 2nd April, 2013 under the Companies (Passing of the Resolution By Postal Ballot) Rules 2011 and under Section 293(1)(a) of the Companies Act, 1956, consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”) pursuant to Section 180(1)(a) of the Companies Act, 2013 (‘the Act’) to the creation by the Board of mortgages and charges in addition to the existing mortgages and charges created by the Company as the Board may decide on such of the assets of the Company, both present and future, in such manner as the Board may direct, to or in favour of any one or more of the fi nancial institutions/banks/any other investing agencies/trustees for the holders of debentures/bonds/other instruments which may be issued to and subscribed by any one or more of the fi nancial institutions/banks/any other investing agencies or any other person(s)/bodies corporate by private placement or otherwise, to secure rupee/foreign currency loans, debentures, bonds or other instruments of an aggregate value not exceeding the borrowing limit available to the Board in terms of Section 180(1)(c) of the Act, together with interest thereon at the respective agreed rates, compound interest, additional interest, liquated damages, commitment charges, premia on pre-payment, or on redemption, costs, charges, expenses and all other monies payable by the Company to the aforesaid parties or any of them under the Agreement/Arrangements entered into/to be entered into by the Company in respect of the said loans/debentures/bonds or other instruments.

RESOLVED FURTHER THAT the Board be and is hereby authorized to so all such acts, deeds and things, to execute all such documents, instruments and writing as may be required.”

11. To consider and if thought fi t, to pass with or without modifi cation(s) the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 42 and any other applicable provision of the Companies Act, 2013 and the rules made thereunder (including any statutory modifi cation(s) or re-enactment thereof for the time being in force), the consent of the company be and is hereby accorded to the Board of Directors to issue and offer Non-Convertible Debentures for an amount not exceeding Rs. 150 crores (Rupees One hundred Fifty crores) whether secured or Unsecured on private placement from Nationalised Banks/Indian Private Banks/ Foreign Banks/Other Banks/ Financial Institutions/other eligible investors in one or more tranches during the fi nancial year 2014-15.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all the acts and to take all such steps as may be necessary to give effect to this resolution.”

By Order of the BoardFor Cable Corporation of India Ltd

Madhav Digraskar Managing Director & CEO

Place: Mumbai

Date: 20th August, 2014

3

NOTES:

(a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

(b) An Explanatory Statement as required by Section 102 of the Companies Act, 2013, relating to item nos. 4 to 11 of the notice is appended hereto.

(c) The Register of Members and Share Transfer Books of the Company will remain closed from Thursday the18th day of September 2014 to Wednesday the 24th day of September 2014 (both days inclusive) for the purpose of annual book closure.

(d) Members are requested to notify any change in their address to the Company’s Registrars and Transfer Agents, M/s.Link Intime India Pvt. Ltd. (Unit: Cable Corporation of India Ltd.) at C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai 400 078 or to their respective Depository Participants in case shares are held in dematerialised form.

(e) Members who hold shares in dematerialised form are requested to write their client ID and DP ID’s and those who hold shares in Physical form are requested to write their Folio Number in the attendance slip for attending the meeting.

(f) To support the Green Initiative in the Corporate Governance taken by the Government in full measure, members who have not registered their E-mail addresses, so far, are requested to register their E-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to fi ll the appropriate information in the Request for E-mail ID Form and register the same with the Company’s Registrar and Transfer Agent M/s. Link Intime India Pvt. Ltd.

(g) As per the provisions of the Companies Act, 2013 facility for making nominations is available for Members, in respect of the Shares, held by them. The members may take advantage of this amendment.

(h) The brief details of Directors seeking appointment/reappointment at the ensuing Annual General Meeting, nature of their expertise in specifi c area is also annexed hereto and forming part of the Notice.

By Order of the Board For Cable Corporation of India Ltd

Madhav DigraskarManaging Director & CEO

Mumbai, 20th August 2014

Registered Offi ce:Laxmi Building, 4th Floor6, Shoorji Vallabhdas MargBallard Estate Mumbai 400 001

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4

At the meeting of the Board of Directors of the Company held on 23rd May, 2014, Mrs Nandini H Khatau was appointed as an Additional Director of the Company and holds offi ce upto the date of the ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013 (Act) read with Article 115 of the Articles of Association of the Company.

Pursuant to Section 160 of the Act, the Company has received notice, together with requisite deposit of Rs.1 lac from a member signifying his intention to propose Mrs. Nandini H Khatau as candidate for the offi ce of Director of the Company, liable to retire by rotation.

Mrs. Nandini H Khatau is not disqualifi ed from being appointed as a Director in terms of Section 164 (2) of the Act.

Mrs. Nandini H Khatau is interested in the Resolution set out at Item No. 4 of the accompanying Notice, since it relates to her appointment.

Mr Hiten A Khatau and Mr Rohan H Khatau being relatives of Mrs Nandini H Khatau are interested in the Resolution.

Except Mr Hiten A Khatau and Mr Rohan H Khatau, none of the Directors / Key Managerial Personnel and their relatives thereof are concerned or interested in the resolution for her appointment.

A brief profi le of Mrs Nandini H Khatau, the nature of her expertise, the names of Companies she holds directorships is included in the Notice.

The Board commends the passing of the Resolution set out in Item No 4 of the accompanying Notice.

4

Item Nos. 5 to 7

The following Directors are the existing Independent Directors of the Company on the date of this Notice.

Mrs. N B Pasta, Mr. Mukul Kasliwal and Mr. Abhijit Datta

In accordance with Sec 149 of the Companies Act, 2013, the Company is required to appoint at the Annual General Meeting of the Company an Independent Director on the Board of Directors of the Company for a period of 5 (fi ve) years. The Board of Directors at their meeting held on 20th August, 2014 approved their appointment from the date of this Annual General Meeting upto the expiry of fi ve consecutive years or the date of the 62nd Annual General Meeting, whichever is earlier.

Each of the above mentioned Directors is interested at the item concerning their appointment.

Their appointment for a period of 5 (fi ve) years is recommended from the date of this Annual General Meeting upto the expiry of fi ve consecutive years or the date of the 62nd Annual General Meeting, whichever is earlier.

Mrs. N B Pasta, Mr. Mukul Kasliwal and Mr. Abhijit Datta are not disqualifi ed from being appointed as Directors in terms of Section 164 of the Act and have given their consent to act as Directors.

The Company has received notices in writing from members alongwith the deposit of requisite amount under Section 160 of the Act proposing the candidatures of each of the directors namely Mrs. N B Pasta, Mr. Mukul Kasliwal and Mr. Abhijit Datta for the offi ce of Directors of the Company.

The Company has also received declarations from Mrs. N B Pasta, Mr. Mukul Kasliwal and Mr. Abhijit Datta that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act.

Considering their vast experience, their presence on the Board will be of immense value to the Company.

A copy of their draft letters of appointment as Independent Directors setting out the terms and conditions are available for inspection by the Members at the registered offi ce of the Company on all working days (except Saturdays, Sundays and Public Holidays) between 10:00 am to 12:00 pm up to the date of the AGM.

None of the Directors, Key Managerial Personnel and their relatives thereof other than Mrs. N B Pasta, Mr. Mukul Kasliwal and Mr. Abhijit Datta and their relatives are concerned or interested in the respective resolutions for their appointment.

The resolutions as set out in Item nos. 5 to 7 of this Notice are accordingly commended for your approval.

Item No. 8

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of Mr. Paresh J. Sampat, (M. No. 33451) the Cost Auditors to conduct the audit of the cost records of the Company for the fi nancial year ending March 31, 2015 at a remuneration of Rs. 75,000/- (inclusive of service tax) plus out-of pocket expenses.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratifi ed by the shareholders of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 8 of the Notice for ratifi cation of the remuneration payable to the Cost Auditors for the fi nancial year ending March 31, 2015.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, fi nancially or otherwise, in the resolution set out at Item No. 8 of the Notice.

The Board commends the Ordinary Resolution set out at Item No. 8 of the Notice for approval by the shareholders.

Item No. 9

The Members of the Company at their Extra Ordinary General Meeting held on 23rd March, 1995 approved by way of an Ordinary Resolution under Section 293(1)(d) of the Companies Act, 1956 borrowings over and above the aggregate of paid up share capital and free reserves of the Company provided that the total amount of such borrowings together with the amounts already borrowed and outstanding at any point of time shall not be in excess of Rs 300/- crores (Rupees Three hundred crores).

Section 180(1) (c) of the Companies Act, 2013 requires that the Board of Directors shall not borrow money in excess of the Company’s paid up share capital and free reserves, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business, except with the consent of the Company accorded by way of a Special Resolution.

It is therefore necessary that the Members pass a Special Resolution under Section 180 (1) (c) and other applicable provisions of the Companies Act, 2013 as set our at Item No 9 of the Notice to enable to the Board of Directors to borrow money in excess of the aggregate of the paid up share capital and free reserves of the Company. Approval of Members is being sought to borrow money upto Rs. 300/- crores (Rupees Three Hundred crores).

None of the Directors and / or key Managerial Personnel of the Company and their relatives is concerned or interested fi nancially or otherwise in the Resolution set out at Item No 9.

5

Item No. 10

In the normal course of business, the Company is required, from time to time, to borrow funds by way of rupee/foreign currency loans, issue of debentures, bonds or other instruments from Banks, Financial Institutions and/or other persons/bodies corporate etc. To secure such lendings the lenders usually call for adequate securities which is normally provided in the form of mortgage and charge on certain properties of the Company. In terms of Section 180(1) (a) of the Companies Act, 2013 (‘the Act’) besides sale, to lease or otherwise disposal of any ‘undertaking’ or ‘substantially the whole of any undertaking’ of a company, a consent of its Members by way of a Special Resolution is necessary.

An Ordinary Resolution was passed by the Members through Postal Ballot on 2nd April, 2013 under the Companies (Passing of the Resolution By Postal Ballot) Rules 2011, according its consent in terms of Section 293(1)(a) and all other applicable provisions of the Companies Act, 1956, (including any statutory modifi cation or re-enactment thereof, for the time being in force), to the Board of Directors to mortgage and/or charge the Assets of the Company both present and future.

The assets on which the security may be required to be created may come under the ambit of the defi nition of ‘undertaking’ or ‘substantially the whole of any undertaking’ as explained under Section 180(1)(a) of the Act, necessitating the Members’ Consent by way of passing a Special Resolution. The Resolution set out in Item No. 10 of the convening Notice is to be considered accordingly and the Board recommends the same.

No Director or Key Managerial Personnel of the Company or any of their relatives is concerned or interested, fi nancially or otherwise, in respect of the Resolution set out at Item No 10.

Item No. 11

In terms of Section 42 of the Companies Act, 2013 and Rule 14 of the companies (Prospectus & Allotment) Rules 2014, a company shall not make a private placement of its securities unless the proposed offer of securities or invitation to subscribe securities has been previously approved by the members of the company by a Special Resolution. In case of an offer or invitation for offer of Non-convertible debentures, the company can pass Special Resolution once a year for all the offers or invitation for such debentures during the year.

The Company seeks to pass an enabling resolution to borrow funds by offer of Non-convertible Debentures for an amount not exceeding Rs. 150 crores (Rupees One hundred Fifty Crores) at interest rate that will be determined by the prevailing money market conditions at the time of borrowing. Rules 14 of the companies (Prospectus and Allotment of Securities) require passing of this Special Resolution and such Resolution is valid for a period of one year.

It is, therefore, necessary for the members to pass a Special Resolution under Section 42 and other applicable provisions of the companies Act, 2013, as set out at Item No. 11 of the Notice, to enable the Board of Directors to borrow money by offer of Non-convertible Debentures or invitation to subscribe Non-convertible Debentures.

None of the Directors and/ or Key Managerial Personnel of the Company and their relatives is concerned or interested, fi nancial or otherwise, in the resolution set out at item No.11.

By Order of the Board For Cable Corporation of India Ltd.

Madhav DigraskarManaging Director & CEO

Place: Mumbai

Date : August 20, 2014

6

Details of Directors retiring by rotation.Name of the Director Mrs. Nandini H

KhatauMrs Nayna B Pasta Mr. Girish D.

BhingarkarMr. Mukul Kasliwal Mr Abhijit Datta

Date of Birth 10th December, 1958 22nd May, 1951 17th February, 1950 20th October, 1964 1st June, 1949Date of appointment 23rd May, 2014 27th May, 2002 1st February, 2002 10th January, 2005 31st October, 2009Expertise in specifi c functional areas

Industrialist having a wide experience in handling corporate affairs.

Over 32 years experience in fi nance & taxation.

Over 44 years experience in industrial relations, human resource & labour management

23 years of experience in Corporate business /fi nance.

Over 45 years of experience in Banking & Finance

Qualifi cations Bachelor of Commerce

C. A. B.A., DLW, LLM MBA in fi nance. M.A. (Economics),C.A.I.I.B.

Directorships in other Companies

1. Krishabh Trading and Services Pvt. Ltd.

2. Grow High Properties Pvt. Ltd.

3. Great View Properties Pvt. Ltd.

4. CCI Projects Pvt. Ltd.

1. Khatau Industries Pvt. Ltd.

2. Cheerful Properties Pvt. Ltd.

Nil 1. Entegra Limited.2. Raj Infi n Private

Limited3. MW Corp. Private

Ltd.4. S Kumars Limited5. MW Unitexx

Limited6. Shree Maheshwar

Hydel Power Corporation Limited.

7. Shree Ram Urban Infrastructure Limited

8. MW Advisers Limited.

9. MW Infra Developers Limited

10. K U Enterprises Limited

11. S Kumar & Company (Trades) Limited

12. Klopman International Srl.

13. S. Kumar Enterprises (Synfabs) Limited.

1. Bengal Tea & Fabrics Ltd.

2. Hubtown Limited.3. Enami

Infrastructure Ltd.4. Zandu Reality

Limited

7

DIRECTORS’ REPORT

Your Directors present the Fifty Seventh Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the fi nancial year ended 31st March, 2014.

PROFIT / LOSS AND APPROPRIATIONS (Rs. in lacs)

Particulars Current Year ended 31.03.2014

Previous Year ended 31.03.2013

Profi t / (Loss) after Extraordinary items & before Tax (2153) 1818Less : Provision for Taxation - -Profi t / (Loss) for the year (2153) 1818Balance Profi t / (loss) brought forward from previous year (8147) ( 9965 )Debit Balance in statement of profi t and loss carried to balance sheet (10300) ( 8147 )

OPERATIONS

During the year under review the Cable business segment of the Company achieved turnover of Rs 98 crores compared to the turnover of Rs. 120 crores in the previous year. The fall in turnover was due to paucity of working capital. Raw Material prices remained volatile whereas stiff competition impacted EBDITA margins adversely.

During the year the income from Real Estate operations amounted to Rs. 33.20 Crores.

Industrial relations remained cordial during the year under review

DIVIDEND

In view of the losses, the Directors do not recommend any dividend on Equity Shares for the fi nancial year 2013-14.

CURRENT YEAR’S OUTLOOK AND FUTURE PROSPECTS

The outlook for the current year considering the revival of industries & new projects being taken up by State & Central Utilities, the cable requirement likely to go up which is evident from the increase in enquiry bank for both low tension / high tension and Extra High Voltage cables requirement. Despite of increase in demand, we see stiff competition in HT/LT business which is putting tremendous pressure on the margins.

In case of HT/LT cables, CCI continues to enjoy the preferred brand image due to consistent in delivering the high quality products. In case of Extra High Voltage segment, the company has been competing with local as well as International players. Company still enjoys the longest experience in the domestic market in the EHV segment and always the preferred choice of customers. It is envisaged that Extra High Voltage cable in the current scenario of the market will go up as most of the State & Central Utilities in urban area are moving away from overhead transmission due to space constraints to underground cable transmission network projects. In this case also, despite of increase in demand, good enquiry bank, we see stiff competition with local as well as international players. We expect to have reasonable margin in EHV segment.

DIRECTORS

In accordance with Section 149 of the Companies Act, 2013, the Board of Directors at its meeting held on 20th August, 2014 appointed, Mrs N B Pasta, Mr Mukul Kasliwal, and Mr Abhijit Datta as Independent Directors of the Company for a period of 5 years with effect from the date of this Annual General Meeting upto the expiry of fi ve consecutive years or the date of the 62nd Annual General Meeting whichever is earlier, subject to approval by members in the ensuing Annual General Meeting.

The Board of Directors at its meeting held on 23rd May, 2014 appointed Mrs N H Khatau as an Additional Director. Pursuant to Section 161 of the Companies Act, 2013 read with Article 115 of the Articles of Association of the Company, Mrs Khatau holds offi ce upto the date of the ensuing Annual General Meeting of the Company and is eligible for appointment as Director.

Mr G D Bhingarkar retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re – appointment.

Mr R Sridharan resigned from the Board of Directors of the Company with effect from 1st June, 2014. Your Directors take this opportunity to express their deep sense of appreciation for the valuable services rendered by Mr Sridharan during his tenure as a Director of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confi rm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(ii) that 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 as at 31st March, 2014 and the Profi t and Loss Account of the Company for the year ended on that date;

(iii) that they have taken proper and suffi cient 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;

(iv) that they have prepared the annual accounts on a going concern basis.

8

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report forming part of this Report is annexed.

DELISTING

Following the closure of the Delisting Offer and in accordance with the Delisting Regulations, the Company applied for the delisting of its equity shares from the BSE on December 12, 2013. In terms of BSE notice dated January 03, 2014 the trading in the equity shares of the Company was delisted from the Exchange records w.e.f Thursday, January 16, 2014.

Residual Shareholders will be able to tender their equity shares in favour of the Acquirers/ Promoters at the Exit Price of Rs 19/- per equity share, at any time till January 15, 2015, on the terms and subject to the conditions set out in the Exit Offer Letter.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees drawing salary more than Rs. 60 lacs per annum if employed throughout the fi nancial year or drawing salary more than Rs. 5 lacs per month if employed for a part of the fi nancial year are required to be set out in the Annexure to the Directors Report. However as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Members who are desirous of obtaining such particulars are requested to write to the Company.

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

During the year under review we have obtained ISO 14001 certifi cation from BVQI , apart from the already existing ISO 9001 certifi cation.

Conservation of Energy, technology absorption and foreign exchange earnings and outgo information as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is annexed herewith. (Annexure I)

AUDITORS

The Auditors’ M/s. Sorab S Engineer & Co., Chartered Accountants, hold offi ce until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A Certifi cate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013.

AUDITORS’ REPORT

The Auditors’ Report to the shareholders does not contain any qualifi cation. The Notes to the Accounts referred to in the Auditors’ Report are self-explanatory and therefore does not call for any further comments.

COST AUDIT

The Company has on the recommendation of the Audit Committee appointed Mr Paresh J Sampat as the Cost Auditor to conduct the audit of the cost records of the Company for the fi nancial year ending 31st March, 2015. In pursuance to the provisions of Section 148 of the Companies Act, 2013 the Company has fi led the Cost Audit Report for Cables and Conductors activity for the fi nancial year 2012-13.

ACKNOWLEDGEMENTS

Your Directors desire to record their sincere appreciation to the Financial Institutions, Banks, Central and State Governments for their continued cooperation and support.

The Directors take this opportunity to acknowledge the dedicated efforts made by the workers and offi cers at all levels towards the success achieved by the Company.

The Directors also convey their gratitude to all the Shareholders for their continued support, especially in what has been another diffi cult year for the Company.

On behalf of the Board of Director

Place: Mumbai, H. A. KHATAUDated : August 20, 2014 CHAIRMAN

9

Annexure I to Directors’ ReportCompanies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988

A. CONSERVATION OF ENERGY

(a) Energy conservation measures taken:

- Rationalization of process technology in the Factory resulting in Energy Cost Saving.

- Capacitor devices have been put on individual machines for PF improvement.

- Energy meters have been provided on majority of the machines for monitoring energy consumption.

(b) Additional investment and proposal:

- Energy Audit carried out by an External Agency for assessing current status & recommendation for further improvement.

- Proposals recommended have been implemented for majority of their recommendation

(c) Impact of various measures on cost of production:

- Energy conservation measures implemented has marginal effect on overall energy bills and cost of production.

(d) Provision to disclose particulars with respect to total energy consumption and energy consumption per unit of production does not apply to the Company.

B. TECHNICAL ABSORPTION

(a) Efforts made in technology absorption as per form ‘B’ are as under:

Form for Disclosure of Particulars with respect of absorption:

Research and Development:

(i) Specifi c areas in which R & D is carried out by the Company:

Research and Development activities in areas of Cable Technology, development of Elastomeric cable, special type of conductors & accessories for Extra High Voltage cables are being carried out by the Company.

(ii) Benefi ts derived as a result of the above R & D:

- Development of 400kV cables.

- Development of process technology related to extrusion, cross linking, resulting in elimination of high voltage failure & reduction in dimension of high voltage & medium voltage cable.

- Development of technology for manufacture of 400 kV XLPE cables.

- Development of Copper Segmental Conductor for 1400 sq.mm for EHV cable.

- Development of technology for manufacture of 1400 sq.mm 220 kV XLPE cable.

- Development of technology for manufacture of Submarine cable.

(iii) Future plan of action:

In future, R & D activities will be directed in reducing the material cost, in-process defects of cables and developing newer technologies suitable for emerging trends.

(iv) Expenditure on R & D: (Rs.in laks)

(a) Capital Nil

(b) Recurring 64

(c) Total 64

(d) Total R & D expenditure as a percentage 1%of the total turnover

10

Technology Absorption, Adaptation and Innovation:

(i) Efforts in brief made towards technology absorption, adaptation and innovation.

(ii) Benefi ts derived as a result of the above.

Efforts / Projects

Development Related: Benefi ts Derived

(i) Development of various cables catering to specifi c Product Development requirements of power transmission at HV & EHV

(ii) Rationalization in process technology related to Process Technology EHV/HV cable manufacture.

(iii) Development of curative system to suit specifi c Product Development application and process.

(iv) Development of Submarine cable Product Development

Manufacturing related :

Development & Implementation of Process for Process Development Manufacture of LT & HT Cables in elimination of major defects during manufacture.

Manufacturing of 400 kV cables Process Development

Manufacturing of Submarine cables. Process Development

Energy Savings:

Use of Capacitor devices at all the Plants has ensured that Decreased Power CostPower factor is kept well above 0.95 which has resultedin savings in electricity bills.

In case of imported technology (imported during the last 5 years) Not applicablereckoned from the beginning of the fi nancial year.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Amount in Lakhs)

FOB 93

11

MANAGEMENT DISCUSSIONS AND ANALYSIS

1) Overall Review The Company is engaged in the business of manufacture and sale of power cables, Execution of Turnkey Cable Contracts, Providing Cable

related solutions &Trading products. The company caters to the demands of Transmission & Distribution sectors of Power Industry, Power Generation Projects and all Industrial Sectors in India and abroad.

2) Industry Structure and Development In the medium term, we are expecting improved demand in all sectors of our operations with the Government taking encouraging initiatives

in Power and Infrastructure sector which is directly linked to our company.

3) Opportunities & Threats Both the plants of the Company are in operation including its second EHV Cable Manufacturing facility with CCV Technology. This facility

has made it more versatile for the Company to cater to more variety of EHV Cables.

Various state utilities, who are the main consumers of EHV Cables have/ are in process of implementing Financial restructuring and reforms. The fi nancial health of the State Electricity Boards and slow down in general economy are a potential threat to the growth of the Company.

4) Segment–wise performance The Cable business segment of the Company achieved turnover of Rs 98 crores. The fall was mainly due to paucity of working capital, a

major part which remained blocked in servicing turnkey orders, fl uctuation in raw material prices and stiff competition.

5) Outlook Keeping in view the improvement in the health of various state utilities and measures being undertaken by them coupled with positive

outlook for the power and infrastructure sectors, the outlook has more likelihood of improvement.

6) Risks and Concerns Besides macro-economic problems in India and many parts of the world, the increase in prices of raw materials and devaluation of rupee,

are severe cause for concern and methods to mitigate the same are under implementation.

7) Adequacy of Internal Controls The Company has an periodical internal control system to ensure that all assets are safeguarded and protected and the transactions

are authorized, recorded and reported correctly. The internal control system is then reviewed by the management regularly, with proper guidelines to strengthen them further.

8) Quality The Company has and always will enhance the reputation for its product quality at competitive prices in national and international markets

and to meet customer’s expectations.

The Company still maintains it’s brand image and is perceived to be the leader in the Power Cable industry.

9) Financial Review The Cable business segment of the Company achieved turnover of Rs 98 crores compared to the turnover of Rs. 120 crores in the previous

year. The drop in turnover was mainly due to paucity of working capital, This has adversely affected the EBDITA margins signifi cantly. The Raw Material prices have shown an increasing trend which had an effect on margins also. However, the Company has been able to show some marginal savings in Employee and other costs.

10) Development in Human Resources/ Industrial Relations The Company’s human resource remains a prime source of its competitive advantage due to its capability, dedication, competence and

vigor and its success and the Company has always invested in its development to achieve this goal.

11) Cautionary Statement Certain statements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations

or predictions may be forward-looking statements within the meaning of applicable laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company’s operations include material availability and prices, cyclical demand and pricing in the Company’s principal markets, changes in the government regulations, tax regimes, economic developments within India and other incidental factors.

12

REPORT OF THE AUDITORS

Independent Auditors’ Report to the Members of Cable Corporation of India Limited

Report on the Financial Statements

We have audited the accompanying fi nancial statements of CABLE CORPORATION OF INDIA LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March , 2014, the Statement of Profi t and Loss and the Cash Flow Statement for the year then ended, and a summary of the signifi cant accounting policies and other explanatory information, in which are incorporated the unaudited accounts of Bangladesh Offi ce.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the Accounting Standards notifi ed under the Companies Act, 1956 (‘the Act’) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the fi nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(b) in the case of the Statement of Profi t and Loss, of the loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash fl ows for the year ended on that date.

Emphasis of Matter

We draw attention to Note No. 43 regarding Addendum Agreement between the Company and CCI Projects Private Limited (CCIPL) for sharing of revenues and payment by CCIPL to the Company based on the Present Value of the Company’s share in the revenues from the Project calculated in accordance with the Discounted Cash Flow Method. Pursuant to the Agreements the Company has accounted Rs. 3,320 Lacs (Previous Year Rs. 8,894 Lacs) as Income from Real Estate. Our opinion is not qualifi ed in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specifi ed in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

13

(c) The Balance Sheet, Statement of Profi t and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us.

(d) In our opinion, the Balance Sheet, Statement of Profi t and Loss, and Cash Flow Statement comply with the Accounting Standards notifi ed under the Companies Act, 1956 (‘the Act’) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

(e) On the basis of the written representations received from the directors as on 31st March, 2014 and taken on record by the Board of Directors, none of the directors is disqualifi ed as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

For SORAB S. ENGINEER & CO. Chartered Accountants Firm Registration No. 110417W

CA N.D. AnklesariaPlace : Mumbai (Partner)Date : 23rd May, 2014 (Membership No. 10250)

ANNEXURE TO THE AUDITORS’ REPORTReferred to in paragraph 1 of our Report of even date.

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its Fixed Assets except those in respect of Plant and Machinery installed prior to 1st January, 1967.

(b) All the assets have not been physically verifi ed by the management during the year but there is a regular programme of verifi cation which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verifi cation.

(c) According to the information and explanations given to us, the Company has not disposed off a substantial part of its Fixed Assets during the year.

(ii) (a) The inventory has been physically verifi ed during the year by the Management. In our opinion, the frequency of verifi cation is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifi cation of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verifi cation between the physical stocks and the book records were not material.

(iii) (a) The Company has not granted any Loans, Secured or Unsecured, to Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the clauses 4 (iii) (b) to (d) of the Order are not applicable.

(e) The Company has not taken any loans, Secured or Unsecured, from Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the clauses 4(iii) (f) and (g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company requires strengthening of its internal control procedures to make it commensurate with the size of the Company and the nature of its business, with regard to purchases of inventory and fi xed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal controls. Attention is invited to the matters stated in Note 40.

(v) (a) In our opinion and according to the information and explanations given to us, there are no contracts or arrangements as referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under that section. Accordingly the clause 4(v)(b) of the Order is not applicable.

(vi) The Company has not accepted fresh deposits from the public after August, 2000 and hence, according to the information and explanations given to us, provisions of sections 58A and 58AA and other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable.

(vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

14

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of Electrical Cables manufactured by the Company. We are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of these records.

(ix) (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other statutory dues have not generally been regularly deposited with the appropriate authorities.

The following are the outstanding statutory dues as at the last date of the fi nancial year which were outstanding for a period of more than six months from the date they became payable:

Name of the Statute Nature of the Dues Amount(Rs. in Lacs)

Period to which the amount relates

Finance Act, 1994 Service Tax 24 January 2013 to August 2013

Central Sales Tax Act, 1956 and Sales Tax Act of Various States

Sales Tax 294 March 2011 to August 2013

Income Tax Act, 1961 Income Tax 47 April 2013 to August 2013

(b) According to the records of the Company, as at 31st March,2014, the following are the particulars of disputed dues on account of Income Tax, Sales Tax, Customs Duty, and Excise Duty matters which have not been deposited:-

Name of the Statute Nature of Dues

Amount(Rs. in Lacs)

Period to which the amount relates

Forum where dispute is pending

Central Sales Tax Act, 1956 and Sales Tax Act of Various States

Sales Tax 964 Various years from 1997-98 to 2004-05

Commissioner (Appeals)

Central Excise Act, 1944 Excise Duty 224 Various years from 2006-07 to 2010-11

Commissioner of Central Excise (Appeals) andCentral Excise and Service Tax Appellate Tribunal

Income Tax Act, 1961 Income Tax 523 Various years from 1996-97 to 2004-05

Commissioner of Income Tax (Appeals) / ITAT

(x) In our opinion, the accumulated losses at the end of the fi nancial year are not more than fi fty percent of its net worth.

The Company has incurred cash losses in the current year, however the Company has not incurred cash loss in the immediately preceding fi nancial year.

(xi) The Company has defaulted in the repayment of its Loan dues to a Financial Institution. An amount of Rs. 50 Lacs on account of Principal and Interest was overdue as on 31st March 2014, which has subsequently been paid.

(xii) In our opinion and according to the information and explanations given by the Management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or any other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefi t fund/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and any other investments. Therefore, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion and according to the information and explanations given by the Management, the Company has not given any guarantee for loans taken by others from banks or fi nancial institutions.

(xvi) On the basis of the records examined by us, and relying on the information compiled by the Company for co-relating the funds raised to the end-use of term loans, we state that the Company has, prima facie, applied the term loans for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the fi nancial statements and after placing reliance on the reasonable assumptions made by the Company for classifi cation of Short-term and Long-term usage of the funds, we are of the opinion that, prima facie, no funds raised on short-term basis have been utilized for long-term investment.

15

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has not issued any debentures during the year.

(xx) The Company has not made any public issue during the year.

(xxi) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For SORAB S. ENGINEER & CO. Chartered Accountants Firm Registration No. 110417W

CA N.D. AnklesariaPlace : Mumbai (Partner)Date : 23rd May, 2014 (Membership No. 10250)

16

BALANCE SHEET AS AT 31ST MARCH, 2014

(Rs. in Lacs)Particulars Note No As at 31st March 2014 As at 31st March 2013

I. EQUITY AND LIABILITIES1 Shareholders’ funds

(a) Share capital 2 7,729 7,729 (b) Reserves and surplus 3 4,752 6,905

2 Non-current liabilities(a) Long-term borrowings 4 2,212 2,473 (b) Long-term provisions 5 105 149

3 Current liabilities(a) Short-term borrowings 6 7,175 5,357 (b) Trade payables 37 3,027 5,877 (c) Other current liabilities 7 4,913 5,076 (d) Short-term provisions 8 52 37

TOTAL 29,965 33,603 II. ASSETS

Non-current assets1 (a) Fixed assets

(i) Tangible assets 12,924 14,189 (ii) Intangible assets - -(iii) Capital work-in-progress 127 67

9 13,051 14,256 (b) Non-current investments 10 5,735 5,735 (c) Deferred Tax Asset (net) 35 743 743 (d) Long-term loans and advances 11 1,663 1,681

2 Current assets(a) Inventories 12 1,343 1,962 (b) Trade receivables 13 4,668 6,504 (c) Cash and Cash Equivalents 14 1,049 1,242 (d) Short-term loans and advances 15 1,683 1,449 (e) Other current assets 16 30 31

TOTAL 29,965 33,603

Summary of Signifi cant Accounting PoliciesNotes referred to above form an integral part of the Balance Sheet and should be read in conjunction therewith

1

As per our report of even date attached For and on behalf of the Board

For Sorab S. Engineer & Co. H A KhatauChartered Accountants ChairmanFirm Registration No. 110417W

CA N.D. Anklesaria M. DigraskarPartner Managing Director & CEOMembership No.10250

Mumbai, 23rd May 2014 Mumbai, 23rd May 2014

17

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2014

(Rs. in Lacs)Particulars Note

No.For the Year ended

31st March 2014For the Year ended 31st March 2013

I. Revenue from operations 17 13,646 21,255 II. Other income 18 137 136 III. Total Revenue (I + II) 13,783 21,391 IV. Expenses:

Cost of Materials Consumed 19 7,760 9,420 Purchases of Stock in Trade 20 1,164 643 Changes in Inventories of Finished Goods, 21 150 533 Work-in-Progress & Stock-in -TradeEmployee benefi ts expenses 22 1,013 1,033 Finance costs 23 2,053 3,686 Other expenses 24 2,659 3,323 Depreciation on Tangible Assets and Amortization 1,137 935 Total expenses 15,936 19,573

V. Profi t/(Loss) before exceptional and extraordinary items and tax (III-IV) (2,153) 1,818 VI. Exceptional items - - VII. Profi t/(Loss) before extraordinary items and tax (V - VI) (2,153) 1,818 VIII. Extraordinary Items - - IX. Profi t/(Loss) before tax (VII- VIII) (2,153) 1,818 X Tax expense:

(1) Current tax - - (2) Deferred tax - - (3) Short /(excess) provision of Income Tax of earlier years (Net) - -

XI Profi t/(Loss) for the year (IX-X) (2,153) 1,818 XII Earnings per equity share:(in Rs.) 32

Nominal Value per Share Rs.10/- (Previous Year Rs.10)Before Extraordinary ItemsBasic (2.79) 2.35 Diluted (2.79) 2.35 After Extraordinary ItemsBasic (2.79) 2.35 Diluted (2.79) 2.35

Summary of Signifi cant Accounting PoliciesNotes referred to above form an integral part of the Statement of Profi t and Loss and should be read in conjunction therewith

1





18

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014

(Rs. in Lacs) 31-March-14 31-March-13

CASHFLOW FROM OPERATING ACTIVITIES PROFIT /( LOSS ) Before TAX AND EXTRAORDINARY ITEM (2,153) 1,818 Adjustment for: Depreciation 1,137 935 Interest expenses 2,053 3,686 Profi t / (Loss) on sale of assets (Net) 4 0 Interest income (78) (80)

3,116 4,541 OPERATING PROFIT / (LOSS) BEFORE WORKING CAPITAL 963 6,359 CHANGES AND EXTRA -ORDINARY ITEMS Adjustment for : Trade and other receivables 1,641 8,809 Inventories 619 565 Trade payable (3,047) (787) 478 9,852 CASH GENERATED FROM OPERATIONS 176 16,211 Direct taxes refund / (paid) (21) (20) NET CASH FROM OPERATING ACTIVITIES A 155 16,191 CASHFLOW FROM INVESTING ACTIVITIES Purchase of fi xed assets 64 (1,109) Interest received 79 94 Dividend received NET CASH USED IN INVESTING ACTIVITIES B 143 (1,015) CASHFLOW FROM FINANCING ACTIVITIES Received from issuance of share capital From long term borrowings (261) (10,496) From short term borrowings 1,818 (790) Interest paid (2,048) (4,008) NET CASH USED IN FINANCING ACTIVITIES C (491) (15,294) NET CASH INCREASE IN CASH AND CASH EQUIVALENTS ( A+B+C ) (193) (118) Cash and cash equivalents as on 01-04-2013 1,242 1,360 Cash and cash equivalents as on 31-03-2014 1,049 1,242

Previous year’s fi gures have been regrouped / rearranged wherever necessary.





19

NOTES TO THE FINANCIAL STATMENTS FOR THE YEAR ENDED 31ST MARCH, 2014

1 SIGNIFICANT ACCOUNTING POLICIES: The Financial statements are prepared under the historical cost convention on an accrual basis and are in accordance with the requirements

of the Companies Act, 1956 and comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the said Act.

The preparation of fi nancial Statements requires the management to make estimates and assumptions in the reported amounts of assets and liabilities (including Contingent Liabilities) as of the date of the fi nancial statements and the reported income and expenses during the reporting period. Management believes that the estimates used in preparation of the fi nancial statements are prudent and reasonable. Future results could differ from these estimates.

1.1 FIXED ASSETS:a) Some of the Fixed Assets which have been revalued have been stated at revalued cost.

b) Other fi xed assets are recorded at cost inclusive of inward freight, duties, taxes and incidental expenses related to the acquisition of the asset. In respect of projects, related pre-operational expenses are included in the cost of the asset.

1.2 DEPRECIATION:a) Land is shown at original cost in the books. The cost of the leasehold land is amortised over the period of lease.

b) Depreciation on all items of plant and machinery is provided at the revised rates specifi ed in Schedule XIV to the Companies Act, 1956 under straight line method for plant and machinery acquired on and after 1.4.89 and under written down value method for other plant and machinery.

c) Depreciation on all other assets is provided at the revised rates specifi ed in Schedule XIV to the Companies Act, 1956 under straight-line method for building at Nasik Works and under written down value method for other assets.

d) Depreciation on revalued fi xed assets is calculated on the residual life of the assets or as per rates specifi ed in Schedule XIV to the Companies Act, 1956 whichever is higher.

e) Minor assets individually costing Rs.5000 or below are fully depreciated in the year of acquisition.

1.3 INVESTMENTS:a) Non Current Investments are recorded in the books at cost inclusive of all expenses incidental to acquisition thereof except where

there is a dimunition in value other than temporary, in which case the carrying value is reduced, to recognise the decline.

b) Current Investments are recorded in the books at lower of cost or fair value.

c) Investments sold are accounted for on the basis of average cost of the related lot of investments.

1.4 INVENTORIES:a) Inventories are valued at cost or net realisable value whichever is lower. Cost is arrived at on the basis of weighted average method

and includes applicable production overheads.

b) Excise Duty is provided on stocks of fi nished Goods lying in bonded Warehouses and factory premises at the year end.

1.5 RETIREMENT BENEFITS:a) Company's contribution to provident fund is charged against revenue every year.

b) Provision for Gratuity is made on the basis of actuarial valuations carried out at year end and charged to the Statement of Profi t and Loss.

c) Provision for Leave Encashment has been made on the basis of actuarial valuations carried out at the year end and charged to Statement of Profi t and Loss

1.6 RESEARCH AND DEVELOPMENT: All revenue expenditure on research and development are charged to the Statement of Profi t and Loss of the year in which it is incurred.

1.7 FOREIGN CURRENCY TRANSACTIONS: a) Transactions in foreign currency are accounted for at the exchange rates prevailing on the date of transactions or at forward cover

contract rates. The exchange differences arising out of their settlement are dealt with in the Statement of Profi t & Loss.

b) All monetary items denominated in foreign currency are revalued at year end rates or valued at the rates at which forward cover has been booked. The exchange difference arising on such revaluation is recognised in the Statement of Profi t and Loss.

c) Balances in foreign currency loans at the year end have been restated at the rate prevailing at the year end. The difference arising as a result of the above is adjusted in the cost of the assets acquired out of the said loans.

1.8 BORROWING COSTS Borrowing Costs that are directly attributable to the acquisition of qualifying assets are capitalised for the period until the asset is ready

for its intended use. A qualifying asset is an asset that necessarily takes substantial period of time to get ready for its intended use .Other borrowing costs are recognised as an expense in the period in which they are incurred.

20

1.9 IMPAIRMENT OF ASSETS An asset is considered as impaired in accordance with Accounting Standard 28 on Impairment of Assets when at the balance sheet date

there are indications of impairment and the carrying amount of the assets, or where applicable the cash generating unit to which the asset belongs, exceeds its recoverable amount (i.e. the higher of the asset’s net selling price and value in use). The carrying amount is reduced to the recoverable amount and the reduction is recognized as an impairment loss in the Statement of Profi t and Loss.

1.10 TAXATION Tax expense consists of both current as well as deferred tax liability. Current Tax represents amount of income tax payable including the tax

payable u/s 115JB, if any, in respect of taxable income for the year.

Deferred tax is recognised on timing difference between the accounting income and the taxable income for the year that originate in one period and are capable of reversal in one or more subsequent periods. Such deferred tax is quantifi ed using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date.

Deferred tax assets are recognised and carried forward to the extent that there is a virtual certainty that suffi cient future taxable income will be available against which such deferred tax assets can be realised.

1.11 EARNING PER SHARE The Company reports basic and diluted earning per share (EPS) in accordance with Accounting Standard 20 Earnings per share.

1.12 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS Provisions involving a substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past

events and it is probable that there will be an outfl ow of resources. Contingent liabilities are not recognised but are disclosed in the accounts by way of a note. Contingent assets are neither recognised nor disclosed in the fi nancial statements.

21

NOTES FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2014

Note 2: Share CapitalParticulars As at 31 March 2014 As at 31 March 2013

Number (Rs. in Lacs) Number (Rs. in Lacs) AuthorisedPreference Shares of Rs. 10/- each 1,45,90,000 1,459 1,45,90,000 1,459 Equity Shares of Rs. 10/- each 7,74,10,000 7,741 7,74,10,000 7,741 IssuedEquity Shares of Rs. 10/- each 7,72,86,550 7,729 7,72,86,550 7,729 Subscribed & Fully Paid upEquity Shares of Rs. 10/- each 7,72,86,550 7,729 7,72,86,550 7,729 Subscribed but not fully Paid upEquity Shares of Rs. 10/- each - - - -

a. Reconciliaton of number of shares outstanding at the beginning and end of the yearParticulars As at

31.03.2014As at

31.03.2014As at

31.03.2013As at 31.03.2013

No. of Shares (Rs. in Lacs) No. of Shares (Rs. in Lacs) Shares outstanding at the beginning of the year 7,72,86,550 7,729 7,72,86,550 7,729 Shares Issued during the year - - - - Shares bought back during the year - - - - Shares outstanding at the end of the year 7,72,86,550 7,729 7,72,86,550 7,729

b. Rights, Preferences and Restrictions attached to Shares The Company has one class of shares referred to as equity shares having a par value of Rs. 10 each. Each shareholder is entitled to one

vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

c. Shares held by Holding /Ultimate Holding Company and /or its subsidiaries /associates: Out of total equity shares issued by the Company, shares held by its holding company, ultimate holding company and its subsidiaries/

associates are as below:Name of the Promoter As at 31st March 2014 As at 31st March 2013

Number (Rs. in Lacs) Number (Rs. in Lacs) Future Deal Properties Private Ltd. (Holding Company) 4,00,57,400 4,006 4,00,57,400 4,006

d. List of shareholders holding more than 5% sharesName of Shareholder As at 31st March 2014 As at 31st March 2013

No. of Shares held

% of Holding No. of Shares held

% of Holding

Future Deal Properties Private Ltd. 4,00,57,400 51.83% 4,00,57,400 51.83%Viscose Holdings Limited 1,10,39,684 14.28% - 0.00%Great View Properties Pvt. Ltd. 1,94,49,620 25.17% 1,76,98,452 22.90%Clareville Capital India Master Fund Ltd. - 0.00% 68,87,020 8.91%

e. Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of fi ve years immediately preceding the reporting date:

2013-14 2012-13 2011-12 2010-11 2009-10 2008-09Equity Shares :Alloted pursuant to the Scheme of Amalgamation - - - - 2,92,10,000 - Alloted on conversion of Optionally Convertible Redeemable Preference Shares

- - - 1,45,90,000

- -

Optionally Convertible Redeemable Preference Shares:Alloted pursuant to the Scheme of Amalgamation - - - - 1,45,90,000 -

The Company has neither issued any Bonus Shares nor bought back any Shares during the last 5 years.

f. Unpaid calls As per records of the Company, no calls remain unpaid by the directors and offi cers of the Company as on 31st March, 2014g. As per records of the Company, no shares have been forfeited by the Company during the year.

22


Note 3: Reserves and Surplus

Particulars As at 31 March 2014 As at 31 March 2013(Rs. in Lacs) (Rs. in Lacs)

a. Securities Premium AccountAs per last Balance Sheet 7,927 7,927 b. General ReserveAs per last Balance Sheet 7,019 7,019 c. Capital ReserveAs per Last Balance Sheet 106 106 d. Debit Balance of Statement of Profi t and Loss.Opening balance (8,147) (9,965)(+) Net Profi t/(Net Loss) for the year (2,153) 1,818 Closing Balance (10,300) (8,147)

Total 4,752 6,905

Note 4: Long Term Borrowings


Secured (a) Loans from Banks and a Financial Institution 173 322 Unsecured (a) Deferred payment liabilities i. Sales Tax Deferral Scheme 714 879 (b) From Others 1,325 1,272

Total 2,212 2,473

Nature of Security

From Banks: Rs. Nil (Previous Year Rs. 1,887 Lacs) secured by Legal Mortgage of Four residential fl ats at Mumbai, One Residential Flat and One

Offi ce Premise at Chennai, One Residential Flat at Kolkata, Leasehold Land & Buildings situated at Plot F 3/1 & F 3/2 Sinnar, Dist Nasik and all the movables including Plant and Machinery of the Company’s EHV and LT/HT units at Sinnar Dist., Nasik, Personal guarantee of the Chairman of the Company, Pledge of Promoters’ shares and second charge on offi ce premises at Mumbai.

From Financial Institution: Rs. 373 Lacs (Previous Year Rs. 457 Lacs) secured by mortgage of Offi ce premises in Mumbai Details of default An amount of Rs. 50 Lacs on account of Principal and Interest is overdue to a Financial Institution as on 31st March 2014, for the period

January 2014 to March 2014, which has been subsequently repaid. Details of terms of Repayments

Particulars Repayment Schedule (Rs. in Lacs)Sales Tax Deferral Scheme from SICOM Ltd. under Package Scheme of Incentives

Varied Annual Installments from 2007 -2008 to 2020-21

1121

1121

Particulars Terms of Repayment from Balance sheet date

Range of Interest (%) p.a. w.e.f. 01.04.2014

(Rs. in Lacs)

From a Financial InstitutionRupee Loan Repayable in quarterly instalments ranging

between 2014 to 2015-201616% 373

From OthersRupee Loans Repayable in April 2017 18% 1325

23


Note 5: Long Term Provisions


Provision for employee benefi tsGratuity 66 94 Leave Encashment 39 55

Total 105 149 Note 6: Short Term Borrowings

Particulars As at 31 March 2014 As at 31 March 2013 (Rs. in Lacs) (Rs. in Lacs)

Secured (a) From banks Working Capital Loans Repayable on Demand from Banks 7,127 5,357 Unsecured (a) From others (Interest Free) 48 -

Total 7,175 5,357 Details of Security Rs. 7,127 Lacs (Previous Year Rs. 5,357 Lacs) Secured by joint hypothecation of stocks of all raw materials, stores, stock -in - process,

stock - in - trade, book debts etc. and Legal Mortgage of Four residential fl ats at Mumbai, One Residential Flat and a Offi ce Premise at Chennai, One Residential Flat at Kolkata, Leasehold Land & Buildings situated at Plot F 3/1 & F 3/2 Sinnar, Dist Nasik and all the movables including Plant and Machinery pertaining to the Company’s EHV and LT/HT units at Sinnar Dist., Nasik, personal guarantee of the Chairman of the Company and pledge of Promoters’ shares.

Rate of Interest i. Working Capital Loans from banks carry interest rates ranging from 13.00% to 15.75% per annum.Note 7: Other Current Liabilities

Particulars As at 31 March 2014 As at 31 March 2013 (Rs. in Lacs) (Rs. in Lacs) (Rs. in Lacs) (Rs. in Lacs)

(a) Current Maturities of Long Term Debt : Sales Tax Deferral Scheme (unsecured) 407 363 Current Maturities of Long Term Borrowings (Refer Note No. 4) 200 607 2,022 2,385 (b) Interest accrued and due on borrowings 127 122 (c) Deposits 111 149 (d) Liability towards Investors Education and Protection Fund under Section 205 C of the Companies Act, 1956. Unpaid / Unclaimed Debentures and Interest Accrued thereon -

Due for transfer (Refer Note No.47) 33 39

Unpaid / Unclaimed Fixed Deposits and Interest Accrued thereon - Not due

242 275 245 284

(e) Advance received against Property Sale 1,710(f) Other current liabilities 459 665(g) Other Payables Central Excise, Customs Duty, VAT and Service Tax Payable 330 497 Tax Deducted at Source 132 42 Salary and Reimbursements 179 169 Provident Fund and other Employee Deductions 74 16 Advances from Customers 909 747

Total 4,913 5,076Note 8: Short Term Provisions


Provision for employee benefi tsGratuity 39 22 Leave Encashment 13 15

Total 52 37

24

Note 9 : FIXED ASSETS(Rs. In Lacs)

GROSS BLOCK (AT COST) DEPRECIATION NET BLOCK

PARTICULARSUpto

31st March2013

Additions Deductions/Transfers

Upto31st March

2014

Upto31st March

2013

Providedduring the

Period

Written Backduring the Period

Upto 31st March

2014

As at31st March

2014

As at31st March

2013Land Leasehold * 219 - - 219 35 2 - 37 182 184 Buildings & Ownership Flats** 10,070 - - 10,070 2,318 508 - 2,826 7,244 7,752 Plant & Machinery 17,614 33 2,958 14,689 11,651 601 2,791 9,461 5,228 5,963 Furniture and Fixtures 400 9 - 409 356 13 - 369 40 44 Approach Roads and Wells 304 - - 304 62 12 - 74 230 242 Vehicles 34 - 19 15 30 1 16 15 0 4 TOTAL 28,641 42 2,977 25,706 14,452 1,137 2,807 12,782 12,924 Previous Year 24,692 3,970 21 28,641 13,537 935 20 14,452 14,189 * Amortization of leasehold land.** Buildings and Ownership Flats include Rs. 750 being cost of shares in Co-operative Housing Societies. Capital Work - in - Progress 127 67

13,051 14,256 Note 10: Non Current Investments

Particulars Nominal Value

Number of Shares

As at 31 March 2014 As at 31 March 2013

(in Rs.) (Rs. in Lacs) (Rs. in Lacs) A Trade Investments (At Cost)

Investments in Government Trust Securities National Saving Certifi cates of the Face Value of Rs.1 thousand (deposited with Government Undertaking / Department)

- -

Investments in Fully Paid Equity SharesIn Associates (Unquoted)Equity Shares of CCI Projects Pvt Ltd. 10 11680 5,735 5,735 In Others (Unquoted)The New Bandra Hill Co-operative Housing Society Limited 10 50 - - ABHED Association Ahmedabad 100 1 - - Ivory Terrace Premises Owners' Co-operative Housing Society Limited

100 5 - -

Madhur Milan Co-operative Housing Society Limited 50 5 - - Total 5,735 5,735

a Aggregate Book Value of InvestmentsParticulars As at 31 March 2014 As at 31 March 2013

(Rs. in Lacs) (Rs. in Lacs) Aggregate amount of quoted investmentsAggregate amount of unquoted investments 5,735 5,735 Aggregate provision for diminution in value of investments

b Disclosure as per AS 13 - Accounting for InvestmentsParticulars As at 31 March 2014 As at 31 March 2013

(Rs. in Lacs) (Rs. in Lacs) Long Term Investments 5,735 5,735 Current Investments

Total 5,735 5,735


25

Note 11: Long Term Loans and Advances(Unsecured, considered good)

Particulars As at 31 March 2014 As at 31 March 2013(Rs. in Lacs) (Rs. in Lacs) (Rs. in Lacs) (Rs. in Lacs)

a. Security Deposits To Related Parties 1,600 1,600 To Others 63 1,663 81 1,681

Total 1,663 1,681

Note 12: Inventories (Valued at lower of cost or net realisable value)


a. Raw Materials 334 594 b. Raw Materials in Transit 102 315 c. Packing Material 4 7 d. Work-in-progress 671 731 e. Finished goods 98 188 f. Stock-in-Trade 28 28 g. Stores and Spare Parts 106 99

Total 1,343 1,962 Note 13: Trade Receivables(Unsecured, considered good unless otherwise stated)


Outstanding for a period exceeding six months from the datethey are due for paymentConsidered Good 3,041 316 Considered doubtful 1,925 1,425

4,966 1,741 Less: Provision for Doubtful Debts 1,925 1,425

3,041 316 Others 1,627 6,188

Total 4,668 6,504 Note 14: Cash and Cash Equivalents


Cash and cash equivalentsa. Cash on Hand 6 5 b. Balances with Banks on Current Accounts with Scheduled Banks 77 66 with Unscheduled Banks 1 78 1 67 c. Others Bank Deposits as Margin Money with upto 3 months maturity 825 435

909 507 Other Bank Balancesa. Balances held for unpaid debentures (Refer Note No.47) 34 40 b. Bank Deposits as Margin money 106 695

140 735 Total 1,049 1,242


26

Note 15: Short term loans and advances( Unsecured, considered good)


Advances Recoverable in Cash or in KindTo Employees 10 12 To Others 618 628 657 669 Prepaid Expenses 25 21 Balances with Government Authorities 665 490 Advance tax paid (Net of Provision of Rs. Nil Previous Year Rs. Nil) 230 209 Other Advances 135 60

Total 1,683 1,449

Note 16: Other Current Assets


Interest Accrued on Bank Deposits 30 31 Total 30 31

Note 17: Revenue from operations(Rs. in Lacs)

Particulars For the year ended 31 March 2014

For the year ended 31 March 2013

Sale of ProductsManufactured goods 9,581 12,565 Less: Excise duty 987 1,326 Sale of manufactured goods (net of excise) 8,594 11,239 Sale of services - Projects 1,211 796 Other Operating RevenuesScrap and sundry sales 336 218 Real Estate Income (Net) 3,320 8,894 Exchange Difference (Net) 1 25 Other operating income 184 83

Total 13,646 21,255

Note 18: Other Income

(Rs. in Lacs)Particulars For the year ended

31 March 2014For the year ended

31 March 2013Interest Income 78 80 Rent Income 55 56 Profi t on Sale of Fixed Assets (Net) 4 -

Total 137 136


27

Note 19: Cost of Materials Consumed(Rs. in Lacs)



Cost of Materials ConsumedStock at the beginning of the year 909 947 Add: Purchases (Net) 7,291 9,382 Less: Stock at the end of the year 440 909 Total 7,760 9,420 Materials ConsumedCopper 2,589 3,911 Aluminium 2,053 2,058 Lead 395 430 PVC Resin 602 716 Steel 472 751 XLPE 1,073 746 Others 576 808

Total 7,760 9,420 Consumption of Imported and Indigenous Materials ConsumedRaw materials:Imported 318 526 Indigenous 7,442 8,894

7,760 9,420 Stores and Spare PartsImported - - Indigenous 61 75

61 75

Note 20: Purchases of Stock in Trade(Rs. in Lacs)



Purchases for Projects 1,164 643 Total 1,164 643

Note 21: Changes in Inventories(Rs. in Lacs)



Changes in Inventories of Finished Goods, Work-in-Progress and Stock in Trade(Increase)/Decrease in StockOpening Stocks :Finished Goods - Manufactured(Includes Excise Duty of Rs. 18 Lacs) (Previous year Rs. 59 Lacs)

188 565

Stock- in-Trade - Projects 28 31 Work-in-Progress 731 884

947 1,480 Less: Closing Stocks :Finished Goods - Manufactured (Includes Excise Duty of Rs. 9 Lacs) (Previous year Rs. 18 Lacs)

98 188

Stock- in-Trade - Projects 28 28 Work-in-Progress 671 731

797 947 Total 150 533

NOTES FORMING PART OF THE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2014

28

Note 22: Employee Benefi t Expenses



31 March 2013Salaries and Wages 856 854 Contributions to Provident and other funds 41 65 Staff welfare Expenses 116 114 Total 1,013 1,033

Note 23: Finance Costs



31 March 2013 (Rs. in Lacs) (Rs. in Lacs) (Rs. in Lacs) (Rs. in Lacs)

Interest expenseOn Term Loans 66 1,127 On Working Capital Loans 1,052 1,450 On Others 623 1,741 803 3,380 Bank Charges 312 306

Total 2,053 3,686


29


Note 24: Other Expenses


31 March 2014 For the year ended

31 March 2013 (Rs. in Lacs) (Rs. in Lacs) (Rs. in Lacs) (Rs. in Lacs)

Stores and Spare Parts consumed 61 75 Power and Fuel 355 316 Insurance 21 19 Rent 82 66 Rates and Taxes 26 173 RepairsTo Machinery 46 45 To Buildings 20 31 To Others 16 12

82 88 Cash Discount 27 34 Commission and Brokerage 19 37 Guarantee Commission to Chairman 77 92 Freight and Forwarding Expenses 238 250 Directors' Sitting Fees 3 2 Travelling and Conveyance Expenses 196 183 Testing & Quality Control 26 295 Legal & Professional Charges 275 220 Bad debts/irrecoverable advances/Claims written off 4 1 Provision for Doubtful Debts and Receivables 500 919 Loss on Hedging Transactions (Net) 114 107 Payments to AuditorsAudit Fees 10 10 For Tax Audit 3 3 For Other Services 7 9 Reimbursement of Expenses - -

20 22 Miscellaneous Expenses 533 424

Total 2,659 3,323 Rs. In Lacs

2013-2014 2012-201325 Estimated amount of contracts remaining to be executed on capital account and not

provided for - -

26 Contingent liability in respect of :a) Guarantees given by the Banks on behalf of the Company 5,050 5,050 b) Income tax demands disputed by the Company which are under appeal 523 523 c) Demands from Sales Tax Authorities disputed by the Company which are under appeal 964 964 d) Demands from Central Excise Authorities disputed by the Company which are under appeal 224 224 e) Penal damages and Interest levied by PF department and contested in PF Tribunal by the

Company. 72 72

f) Claims against the Company not acknowledged as debt 100 100 g) Right of recompense towards sacrifi ces by Banks under CDR Not

ascertainable

30

Rs. In Lacs 2013-2014 2012-2013

27 Research & development expenditure as per accounts/recordsi) Raw materials - -

ii) Personnel cost 64 54 28 Value of imports on CIF basis in respect of:

Raw materials 233 313

Capital Items - 87

Components for Projects 208 39 29 Expenditure in foreign currency during the period on account of :

(i) Travelling Expenses and other matters 26 14 30 Earning in foreign exchange:

Export of goods - Direct - on FOB basis 93 -

Others - -

31 The effect of changes in foreign exchange rates are as follows : The amount of exchange difference Profi t included in the Loss for the year is Rs 1 lac [Previous year Profi t : Rs 25 lacs ]32 Earning per Share

Rs. In Lacs

2013-2014 2012-2013

Profi t / (loss) after extra ordinary items as per Profi t & Loss Account (2,153) 1,818

Profi t/(loss) available to Equity Shareholders (with extraordinary items) (2,153) 1,818

Profi t/(loss) available to Equity Shareholders (without extraordinary items) (2,153) 1,818

Weighted number of Equity Shares 77,286,550 77,286,550

Earning per share -In Rupees (with extraordinary items) (2.79) 2.35

Earning per share -In Rupees (without extraordinary items) (2.79) 2.35

Face value per Equity Share Rs. 10 1033 RELATED PARTY DISCLOSURES ( As identifi ed and certifi ed by the Management and relied upon by the Auditors) Related Party disclosures as required by Accounting Standard 18 issued by Institute of Chartered Accountants of India are given below : A) Companies / Entities with which transactions have taken place during the year : Premjyot Finvest & Trading Limited, CCI Projects Pvt. Ltd. & Krishabh Trading & Services Private Ltd. B) Companies / Entities with which no transactions have taken place during the year : Great View Properties Private Limited, Sthir Trading Company Private Limited, CCI Realtors Private Limited, Future Deal Properties

Private Limited, Aries Trust, Gemini Trust, Pisces Trust, Sagitarius Trust, NHK Trust, Gemini International FZE and Viscose Holdings Ltd .

C) Key Management Personnel i) Shri H.A. Khatau (Chairman) ii) Shri R Sridharan (Director Strategy and Business Development) iii) Shri Madhav Digraskar (MD & CEO) D) Relatives of Key Mangement Personnel Mrs. Kamala Sridharan Mr. Rohan H Khatau

NOTES TO ACCOUNTS

31

The following transactions were carried out in the ordinary course of business with parties referred in (A) above.Rs. In Lacs

2013-2014 2012-2013 PaymentsRent and property expenses paid 17 17 ReceiptsIncome from Real estate Business 3,320 8,894 Interest Free Loan 48 - Advance received against Property Sale 1,710 - Balance outstanding as at the year end Receivable as at the year end - 259 Deposit paid and Outstanding as at the year end 1,600 1,600 Guarantee commission payable to Chairman (Net) 79 177 Payable as at the year end 466 6 Details of transactions with Key Management Personnel as mentioned in (C) above are as under:Remuneration to Directors (including contribution to statutory funds) 156 85 Guarantee commission to Chairman 77 92 Details of transactions with relatives of Key Management Personnel as mentioned in (D) above are as under:Salary, H.R.A. and P.F. - - Hired Vehicle expenses 5 5

34 SEGMENT REPORTING Information about Primary Business Segments.

Rs. In Lacs 2013-2014 2012-2013

1 Segment RevenueA) Cables 10,326 12,361 B ) Real Estate Income 3,320 8,894 TOTAL REVENUE 13,646 21,255

2 Segment results:Profi t/(Loss) before interest and tax from each segment:A) Cables (3,397) (3,366) Sub-Total (3,397) (3,366) Add :

(a) Interest (2,053) (3,686)(b) Other unallocable income - - (c) Other unallocable expenditure (23) (24)

Profi t / (Loss) from ordinary activities before tax (5,473) (7,076)B) Profi t from Real Estate 3,320 8,894 Net Profi t / ( Loss ) (2,153) 1,818

The Company has disclosed business segments as the primary segments. Segments have been identifi ed taking into account the nature of the products, the differing risks and returns, the organizational structure and the internal reporting system.

The Company’s operations predominantly relate to manufacturing of cables. Other business segment reported is Real Estate business. There are no reportable geographical segments. Segment results include the respective amounts identifi able to each of the segments as

also amounts allocated on a reasonable basis. Segment wise assets and liabilities are not ascertainable in view of the nature of activity of the Company.

NOTES TO ACCOUNTS (Contd.)

32


35 In terms of the provisions of the Accounting Standard 22 ‘’Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India, there is a net deferred tax asset on account of accumulated business losses and unabsorbed depreciation.

In compliance with provisions of Accounting Standard and based on general prudence, the Company has not recognised any further deferred tax asset while preparing the accounts of the year under review.

36 In view of the carried forward losses under section 115JB of Income Tax Act, 1961, no provision for taxation has been made.37 Micro Small & Medium Enterprises dues : The Company has not received any information from suppliers regarding their Status under the

Micro, Small & Medium Enterprises Development Act, 2006 & hence disclosures regarding a) amount due and outstanding to suppliers as at the end of the Accounting Year, b) Interest paid during the year, c) Interest payable at the end of the accounting year and d) Interest accrued and unpaid at the end of the accounting year have not been given. The Company is making efforts to get the confi rmations from the suppliers as regards their status under the Act.

38 During the year the Company has provided Rs. 2 Lacs (Previous Year Rs. 23 Lacs) on account of Gratuity payable to its employees. The amount due to the Gratuity Fund as on 31st March, 2014 is Rs. 105 Lacs (Previous Year Rs. 117 lacs)

39 Consequent to the adoption of Accounting Standard on Employee Benefi ts (AS-15 revised 2005) issued by the Institute of Chartered Accountants of India, the following disclosures have been made as required by the Standard:

DEFINED CONTRIBUTION PLANS The Company has recognised Rs. 22 Lacs (Previous year Rs.39 Lacs) towards Provident Fund and Rs. NIL (Previous year Rs. 0.04 Lacs)

towards Employees State Insurance (State Plan) DEFINED BENEFIT PLANS

A. CONTRIBUTION TO GRATUITY FUND The details of the Company’s Gratuity Fund for its employees are given below which have been certifi ed by an Actuary as on 31st

March, 2014 and relied upon by the auditors. Components of Employer Expenses:

Rs. In LacsParticulars 2013-2014 2012-2013

a) Current Service Cost 12 9 b) Interest Cost 9 9 c) Expected Return on Plan Assets - - d) Curtailment Cost/Credit - - e) Past Service Cost - - f) Settlement Cost - - g) Acturial Losses/(gains) (19) 7 h) Total Expenses recognised in Profi t & Loss Account under payments to and Provisions for

Employees 2 25

Net Liability/(Asset) recognised in Balance Sheet as at 31st March, 2014Rs. In Lacs

Particulars 2013-2014 2012-2013 a) Present value of obligation as at 31st March, 2014 105 117 b) Fair Value of Plan Assets as at 31st March, 2014 - - c) Liability/(Asset) recognised in the Balance Sheet 105 117

33


Change in Defi ned Benefi t Obligation (DBO) during the year ended on 31st March, 2014Rs. In Lacs

Particulars 2013-2014 2012-2013 a) Defi ned Benefi t Obligation as at 31st March, 2013 117 100 b) Current Service Cost 12 9 c) Interest Cost 9 9 d) Curtailment Cost / Credit - - e) Settlement Cost / Credit - - f) Plan Amendments - - g) Acquisitions - - h) Actuarial Loss / (Gain) (19) 7 I) Past Service Cost - - j) Benefi t paid (14) (8)k) Defi ned Benefi t Obligation as at 31st March, 2014 105 117

Change in the fair value of plan AssetsRs. In Lacs

Particulars 2013-2014 2012-2013 a) Present value of Plan Assets as at 31st March 2013 - -b) Acquisition Adjustment - -c) Expected Returns on Plan Assets - -d) Assets distributed on Settlements - - e) Actuarial Gain / (Loss) - - f) Actual Company Contribution 14 8 g) Benefi ts paid (14) (8)h) Fair Value of Plan Assets as at 31st, March, 2014 - -

Actuarial assumptions for the Current Year:Rs. In Lacs

Particulars 2013-2014 2012-2013 a) Discount Rate 9.35% 8.05%b) Salary Escalation 10.00% 10.00%

B LEAVE ENCASHMENT Payments to and Provisions for Employees is net of Rs. 5 Lacs (Previous Year includes Rs. 16 Lacs) towards provision made as per

Actuarial Valuation in respect of accumulated Leave Encashment40 Some of the balances in Trade Payables, Trade Receivables, and Other Current Liabilities are subject to reconciliation, confi rmation and

consequential adjustments/provisions, the amounts whereof have not been determined. 41 The Company had received an order from the Additional Labour Commissioner granting permission for retrenchment of workmen at its

Borivali Unit. The matter is pending before Industrial Court, Mumbai. No provision has been made for the compensation payable to these workmen as the liability is not ascertainable. The Company has accounted the payments towards retrenchment compensation in respect of workmen who have accepted voluntary settlement.

42 Pursuant to Project Management Agreements entered between the Company and CCI Projects Pvt. Ltd, the Company has given CCI Projects Pvt. Ltd. the License to enter the Premises at Borivali for development. The Company has mortgaged its land with HDFC Ltd. in connection with loans granted to CCI Projects Pvt. Ltd.

43 The Company has entered into Agreements for Project Management and Coordination with CCI Projects Pvt. Ltd. for development of the properties at Borivali. During the previous year the Company had entered into Addendum Agreement whereby CCI Projects Pvt Ltd. and the Company have agreed to revise their commercial understanding in relation to sharing of revenues and payment by CCI Projects Pvt Ltd. to the company based on the present value of the company’s share in the revenues from the project calculated in accordance with the discounted cash fl ow method. Pursuant to these Agreements, the Company has accounted Rs. 3,320 Lacs (Previous Year Rs. 8,894 Lacs) as Income from Real Estate.

44 In respect of Land and Building sold by the Company in the earlier years, Power of Attorney has been executed in favour of the Developers for executing conveyance on behalf of the Company.

34


45 Based on the valuation reports obtained by the Company from an approved valuer in the previous years covering all fi xed assets, there is no impairment of assets as stated under AS - 28 ‘Impairment of Assets’ issued by Institute of Chartered Accountants of India.

46 Loans and Advances in the nature of loans given to Subsidiaries, Associates & others as on 31st March,2014 - NIL. (Previous year- NIL)

47 Unclaimed amount payable to debenture holders which was deposited with ICICI Bank Ltd. in their capacity as Debenture Trustee and which was due for payment to Investors Education and Protection Fund during the previous year has not been transferred by ICICI Bank Ltd. to Investors Education and Protection Fund despite repeated requests by the Company.

48 The Company has been informed by BSE Limited vide their letter dated 6th January, 2014 that trading of Equity Shares of the Company has been discontinued w.e.f. 9th January, 2014 and the script of the Company has been delisted from the Exchange Records w.e.f. 16th January, 2014.

49 In the opinion of the Board, all assets other than fi xed assets have a value on realisation in the ordinary course of business atleast equal to the amount at which they are stated except for reconciliation adjustments in respect of some of the payables and receivables.

50 Previous years fi gures have been regrouped / rearranged to make them comparable with those of the current year.

Signatures to Notes 1 to 50As per our report of even date attached For and on behalf of the Board of Directors

For SORAB S. ENGINEER & CO., H A KhatauChartered Accountants ChairmanFirm Regn No. 110417W

CA N. D. ANKLESARIA M. DigraskarPartner Managing Director & CEOMEMBERSHIP NO. 10250

Place: Mumbai Place: MumbaiDate: 23rd May, 2014 Date: 23rd May, 2014

CABLE CORPORATION OF INDIA LIMITED(CIN:L31300MH1957PLC010964)

Registered Off.: Laxmi Building, 4th fl oor, 6, Shoorji Vallabhdas Marg, Ballad Estate Mumbai – 400 001

Form No. MGT-11

Proxy form[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the member (s):

Registered address:

E-mail Id:

Folio No/ Client Id: DP ID:

I/We, being the member (s) holding……………………Equity shares of the above named company, hereby appoint

1. Name: ___________________________________________________ Address: _____________________________________________

_____________________________________________________________________________________________________________

E-mail Id: _________________________________________________________ Signature: _________________________, or failing him

2. Name: ___________________________________________________ Address: _____________________________________________

_____________________________________________________________________________________________________________


3. Name: ___________________________________________________ Address: _____________________________________________

_____________________________________________________________________________________________________________


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 57th Annual General Meeting of the company, to be held on the Wednesday, 24th day of September, 2014 at 11.00 a.m. at Sheth Goculdas Tejpal Auditorium, Tejpal Road, August Kranti Marg, Mumbai 400 007 and at any adjournment thereof in respect of such resolutions as are indicated below:Resolution No. Resolutions Vote (Optional)*

Ordinary Business

For Against

1 Adoption of Financial statements for the year ended 31st March, 2014 and Directors’ and Auditors’ Reports thereon.

2 Appointment of Mr G D Bhingarkar who retires by rotation.3 Appointment of M/s. Sorab S. Engineer & Company, Chartered Accountants as Auditor for FY

2014-15 and fi x their remuneration.Special

Business4 Appointment of Mrs. Nandini H Khatau as Director.5 Appointment of Mrs. N. B. Pasta as Independent Director.6 Appointment of Mr. Mukul Kasliwal as Independent Director.7 Appointment of Mr. Abhijit Datta as Independent Director.8 Ratifi cation of Remuneration of Cost Auditor.9 Special Resolution u/s 180(1)(c) of the Companies Act, 2013 to obtain loans/borrowings.

10 Special Resolution u/s 180(1)(a) of the Companies Act, 2013 to Creation of Security/mortgage/charge on movable/immovable properties of the Company.

11 Special Resolution to offer Non convertible debenture on Private placement basis.

Signed this……….…… day of……… 2014

Signature of shareholder (s):…………………… (Signature of Proxy holder)……………………..

Note: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Offi ce of the Company, not less than 48

hours before the commencement of the Meeting.2. For the resolutions, explanatory statements and notes, please refer to the notice of 57th AGM.3. It is optional to put a ‘X’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank

against any or all resolutions, your proxy will be entitled to vote in the manner as he/she think appropriate.4. Please complete all details of members(s) in the box before submission.

��

Affi x Revenue Stamp of

Rs.1/-

ATTENDANCE SLIP

57th ANNUAL GENERAL MEETING, 24th September, 2014

Reg. Folio No. ____________________ DP ID No. *_____________________Client ID No.* _____________________

*Applicable for Member holding Shares in electronic form.

I certify that I am a registered Member/Proxy for registered member of the Company. I hereby record my presence at the Fifty Seventh Annual

General Meeting of the Company at Sheth Goculdas Tejpal Auditorium, Tejpal Road, August Kranti Marg, Mumbai 400 007 at 11.00 a.m. on

Wednesday the 24th day of September, 2014.

_______________________________________ __________________________

Member’s/Proxy’s name in BLOCK Letters Member’s/Proxy’s Signature

CABLE CORPORATION OF INDIA LIMITED(CIN:L31300MH1957PLC010964)

Registered Off.: Laxmi Building, 4th fl oor, 6, Shoorji Vallabhdas Marg, Ballad Estate Mumbai – 400 001

Book Post

If undelivered, please return to:Cable Corporation of India LimitedLaxmi Building, 4th Floor,6, Shoorji Vallabhdas Marg,Ballard Estate, Mumbai 400 001. P

rinte

d by

: ww

w.w

este

rnpr

ess.

in

cable corporation ar 2013-14

Documents

statement of pro t loss

annual report

balance sheet

statement of profi t

directors report

auditors report

tejpal road

kranti marg