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

PROFIT/LOSS AND APPROPRIATIONS

                                                         (Rs. in lacs)

Particulars                 Current Year ended     Previous Year ended
                                    31.03.2014              31.03.2013

Profit/(Loss) after
Extraordinary items & before Tax        (2153)                    1818

Less : Provision for Taxation                -                       -

Profit/(Loss) for the year              (2153)                    1818

Balance Profit/(loss) brought
forward from previous year              (8147)                  (9965)

Debit Balance in statement of
profit and loss earned 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 financial 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 five 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 office 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 confirm:

(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 Profit and Loss Account of the Company for the year ended on that date;

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

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

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 financial year or drawing salary more than Rs. 5 lacs per month if employed for a part of the financial 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 certification from BVQI, apart from the already existing ISO 9001 certification.

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 office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A Certificate 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 qualification. 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 financial year ending 31st March, 2015. In pursuance to the provisions of Section 148 of the Companies Act, 2013 the Company has filed the Cost Audit Report for Cables and Conductors activity for the financial 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 officers 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 difficult year for the Company.

                                    On behalf of the Board of Director

Place: Mumbai,                                            H. A. KHATAU
Dated : August 20, 2014                                       CHAIRMAN