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Directors Report of ADC India Communications Ltd.

Mar 31, 2015

Dear Members,

The Board of Directors of your Company has pleasure in presenting the 27th Annual Report on the business and operations, including the financial statements for the year ended March 31,2015.

Financial Results (Rs. in lakhs)

For the year For the Year ended 31st ended 31st March 2015 March 2014 Gross Revenue (including Excise Duty) 6456.08 5279.73

Profit/(Loss) before depreciation 770.77 416.44

Less: Depreciation 54.99 44.15

Net Profit/(Loss) for the year before Taxation 715.78 372.29

Provision for Taxation 218.06 40.85

Profit/(Loss) after tax 497.72 331.44

Add: Profit brought forward from previous year 3594.94 3431.18

Profit available for Appropriation 4092.66 3762.62

Appropriations

Interim Dividend on Equity Shares 1334.00 -

Proposed Final Dividend on Equity Shares 46.00 115.00

Tax on Dividends 288.44 19.54

Transfer to General Reserve - 33.14

Profit retained in Profit & Loss Account 2424.22 3594.94

FINANCIAL PERFORMANCE

During the year the overall revenue grew by 19% over that of last year. The Telecommunication business revenue grew by 30% and the IT-Networking (Enterprise network) business revenue grew by 14% as compared to last year.

DIVIDEND

Pursuant to the approval of the Board of Directors on March 27, 2015, your Company had distributed an interim dividend of Rs.29/- per equity share, of the face value of Rs.10/- each, to shareholders, who were on the Register of Members of the Company as on April 07, 2015 being the record date fixed for this purpose.

The Directors recommend a final dividend of Rs. 1/-per equity share, of the face value of Rs.10/-each, to be appropriated from the profits of the financial year ended March 31, 2015, subject to the approval by the shareholders at the ensuing Annual General Meeting.

During the financial year ended March 31, 2015, unclaimed dividend amount of Rs.137,049/- pertaining to dividend declared for the year 2006 was transferred to the Investor Education and Protection Fund.

TRANSFER TO RESERVES

During the year no amount has been transferred to the General Reserve. An amount of Rs.2424.22 lakhs is proposed to be retained in the Statement of Profit and Loss on Standalone basis.

STRATEGY AND OPERATIONS

The economic environment continued to improve both in the Enterprise network market & Telecom sector. Enterprise network market growth continues to improve compared to last few years of slow growth. But the pressure on profitability continues due to greater competition at the mid & lower end of the market. On the telecom front 4G plans of large telecom operators are expected to drive the industry pace and growth. The new Government is expected to facilitate the growth of the telecom industry in the next 2 to 3 years.

The market is expected to improve overall in the medium term driven by domestic demand and Government projects. Policies and decision makings are expected to improve next year, with a new stable government in place. During the year, your company''s continued focus was on growing revenues and profitability. Apart from outsourcing a major portion of manufacturing operations, the Company continued to look at other ways of cost reduction and to be cost competitive. As you are aware consequently we did rent out the Company''s own facility and move to a smaller location which fits into our overall operational requirement where we continue to operate from, which has yielded better results as expected and in the years to follow and the Company should be able to favorably to participate once the market activities picks up.

DIRECTORS

Mr. Joydeep Nag, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Brief resume of Mr. Joydeep Nag is provided in the Notice of the Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

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

KEY MANAGERIAL PERSONNEL

During the year Mr. Rakesh Bhanushali joined the Company as the Chief Financial Officer with effect from July 01, 2014.

BOARD MEETINGS

Eleven Board meetings were held during the year 2014-15 on May 23,2014, June 27,2014, July 28,2014, September 18,2014, October 28,2014, November 18,2014, January 23,2015, January 29,2015, February 12,2015, March 04,2015 and March 27,2015. The details of meetings held by various Committees of the Board are given in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors based on the information and representations received from the Company Management confirm that:

a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed with no material departures;

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

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

d. The Directors had prepared the Annual Accounts on a ''going concern'' basis;

e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and have been operating effectively; and

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

DIRECTORS APPOINTMENT AND REMUNERATION

Considering the requirements of the skill-sets on the Board, persons having professional expertise in their individual capacity as independent professionals and who can effectively contribute to the Company''s business and policy decisions are considered by the Nomination and Remuneration Committee for appointment of new Directors on the Board. The Non-Executive Directors appointed on the Board are paid sitting fees for attending the Board and Board Committee Meetings. No other remuneration or commission is paid to the Non-Executive Directors. The remuneration paid to the Managing Director is governed by the relevant provisions of the Companies Act, 2013, rules of the Company and Shareholders'' approval.

AUDITORS AND AUDITORS’ REPORT

At the 26th Annual General Meeting of the Company held on August 08, 2014 M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company were re-appointed as the Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the fifth consecutive Annual General Meeting. In terms of section 139 of the Companies Act, 2013 and the Rules made thereunder this appointment is subject to ratification by members at every annual general meeting. M/s. Deloitte Haskins & Sells have confirmed their eligibility for appointment and offer themselves for re-appointment. The Board of Directors based on the recommendation of the Audit Committee proposes the appointment of M/s. Deloitte Haskins & Sells as the Statutory Auditors of the Company.

The Auditors'' observation read with Notes to Financial Statements are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies, 2013 and the Rules made thereunder, M/s.V.Sreedharan and Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor to conduct a secretarial audit of the Company''s Secretarial and related records for the financial year 2014-15. The Secretarial Auditors’ Report for the financial year ended March 31,2015 is annexed to this Report. No adverse comments have been made in the said report.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fulfill any of the three criteria specified in section 135(1) of the Companies Act, 2013 and as such is not required to comply with the provisions of section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

CORPORATE GOVERNANCE

Your Company has always practiced sound corporate governance and takes necessary actions to comply with the mandatory provisions of corporate governance.

As required under clause 49 of the Listing Agreement with the Stock Exchange, the report on Management Discussion and Analysis, Corporate Governance and the Statutory Auditors’ Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

WEBSITE OF THE COMPANY

The Company maintains a website www.adckcl. com where detailed information of the Company is provided.

FIXED DEPOSITS

During the year, the Company has not accepted any fixed deposits. Hence, there is no outstanding amount as on the Balance Sheet date.

LISTING

The equity shares of the Company are listed with Bombay Stock Exchange Limited. There are no arrears on account of payment of listing fees to them.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

A. Conservation of Energy

The Company continued to optimize the usage of Natural ventilations at the new facility and use of CFL lamps. The Company also continued with good maintenance practices.

B. Technology

The Company has introduced new products that would cater to the Telecom market such as High density Fiber optic Equipment Panels to meet today''s high density environments and expanded its portfolio to meet the passive cabling infrastructure for the Distributed antenna system that would help to support upcoming 4G projects. The Company continues its focus and developed a Standard- compliant product portfolio to increase its geographical reach.

C. Research and Development

Various continuous improvement activities continued during the year.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW

During the year your Company has earned Foreign Exchange of Rs.43,144,966/-and the Foreign Exchange outflow was Rs.1,932,319/-.

EXTRACT OF ANNUAL RETURN

As required under the provisions of section 92(3) and 134(3) (a) of the Companies Act, 2013 read with Companies ( Management and Administration) Rules, 2014 an extract of the annual return for the year ended March 31,2015 is annexed to this report.

PARTICULARS OF EMPLOYEES

Information in accordance with provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forms part of this Report. However, as per the provisions Section 136 of the Companies Act, 2013, this Report is being sent to all the Members of the Company excluding the aforesaid information. The Members interested in obtaining such information may write to the Company Secretary of the Company.

WHISTLE BLOWER MECHANISM

The Company has established a mechanism called "Vigil Mechanism Policy" for employees, directors and others who are associated with the Company to report to management instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The Policy provides adequate safeguards against victimization of employees/directors who avail the mechanism. The Vigil Mechanism also cover the Whistle Blower mechanism aspect as stipulated under clause 49 of the Listing Agreement The Company affirms that no person has been denied access to the Audit Committee in this respect. The policy has been communicated to all employees by displaying the same on the Company''s website.

SUBSIDIARY / ASSOCIATES / JOINT VENTURE COMPANIES

The Company does not have any Subsidiary/ Associate/Joint Venture Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has implemented a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace. The Company is committed to creating a safe and healthy working environment. The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace which is free of gender bias and Sexual Harassment. The Company has a zero tolerance approach to any form of Sexual Harassment. The policy has been displayed in the Company''s website.

RELATED PARTY TRANSACTIONS

The Board in its meeting held on March 04, 2015 has adopted Related Party Transaction Policy for determining the materiality of related party transactions and also on the dealings with related parties. This Policy has been displayed in the Company''s website.

All transactions with related parties during the year were in the ordinary course of business and at arm''s length. There are no related party transactions that may have potential conflict with the interest of the Company at large. The details of related party transactions are disclosed in Note No. 23 to financial statements forming part of the accounts.

RISK MANAGEMENT

The Company has identified various risks faced by the Company from different areas. For this purpose a proper framework has been set up. The Company has also formed a Risk Management Committee. The constitution and terms of reference of this Committee are set out in detail in the Corporate Governance Report. The details of risks faced by the Company and its mitigation process was discussed by the Risk Management Committee at its meeting held on March 04, 2015 and the same was also reviewed by the Board of Directors at its meeting a held on the same day.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Directors to the best of their ability have laid down internal financial controls to be followed by the Company, which they believe are adequate keeping in view the size and nature of Company''s business. Adequate procedures are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. This ensures the quality and reliability of financial data, financial statements and financial reporting. The efficacy of internal financial controls systems are validated by self-audits, verified during internal audits and reviewed by the Audit Committee. The Audit Committee of the Board reviews the adequacy of internal financial controls on an ongoing basis to identify opportunities for improvement in the existing systems to further strengthen the internal control environment in your Company.

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

The Nomination and Remuneration Committee of the Board at its meeting held on March 27, 2015 have laid down the policy and process for evaluation of Board of Directors. Under this Policy a set of parameters to be used in the evaluation process has been determined for:

1. Self-evaluation of the Board and Board Committees.

2. Evaluation of Independent Director''s performance by other Directors.

3. Evaluation of Non-Independent Director''s performance by Independent Directors.

4. Evaluation of Chairman''s performance by Independent Directors.

5. Assessment of Quantity, Quality and Timeliness of information to the Board

Using the parameters mentioned in the policy and process, all the evaluations as mentioned above has been carried out during the year. This Policy has been displayed in the Company''s website.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or guarantee nor has made any investment during the financial year 2014-15 attracting the provisions of section 186 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financial position of the Company between the financial year ended March 31,2015 and the date of the Directors Report.

ACKNOWLEDGEMENTS

The Directors thank the customers, channel partners, distributors, vendors and bankers for the continued support given by them to the Company during the year. Your Directors would also like to thank the employees for their hard work and contribution during the year as well as for the advice received from the Promoters of the Company.

On behalf of the Board of Directors

J.N.Mylaraiah Joydeep Nag Managing Director Director Place: Bangalore Date: May 11,2015


Mar 31, 2014

To the Members,

The Board of Directors of your Company has pleasure in presenting the 26th Annual Report on the business and operations, including the financial statements for the year ended March 31, 2014.

Financial Results

(Rs. in lakhs) For the year For the Year ended 31st ended 31st March 2014 March 2013 Gross Revenue (including Excise Duty) 5279.73 4195.81

Profit/(Loss) before depreciation, exceptional items and tax 416.44 (88.67)

Exceptional items – Expenses under Voluntary Retirement Scheme - 413.04

Profit/(Loss) before depreciation 416.44 (501.71)

Less: Depreciation 44.15 73.03

Net Profit/(Loss) for the year before Taxation 372.29 (574.74)

Provision for Taxation 40.85 30.95

Profit/(Loss) after tax 331.44 (605.69)

Add: Profit brought forward from previous year 3431.18 4334.32

Profit available for Appropriation 3762.62 3728.63

Appropriations

Dividend Proposed 115.00 69.00

Tax on Dividends 19.54 11.73

Transfer to General Reserve 33.14 216.72

Profit retained in Profit & Loss Account 3594.94 3431.18

During the year the overall revenue grew by 25% over that of last year. The telecom business revenue grew by 20% and the Enterprise network business revenue grew by 27% as compared to last year. Both segment of business registered Profit during the year as compared to loss in the previous year.

Dividend

Your Directors recommend a dividend of 25% (Rs.2.50 per equity share of Rs. 10/-) for the year ended March, 2014, subject to the approval by the shareholders at the forthcoming Annual General Meeting.

Directors Responsibility Statement

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

a. in the preparation of annual accounts the applicable accounting standards have been followed and there are no material departures;

b. accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or loss of the Company for that period;

c. proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis.

Strategy & Operations

The economic environment continued to be uncertain at large and particularly in the Enterprise network market & Telecom sector. The Enterprise network market growth continues to be slow due to the overall economic slow-down and the indecision of large players committing continued outlays. Consequently expansion plans were either put on hold or delayed. On the Telecom front, the Company continues to grapple with fewer orders, lower price realization and reduced profitability

The market is expected to improve in the medium term driven by domestic demand and Government projects. Policies and decision makings are expected to improve next year, with a new stable government in place.

During the year, your company''s continued focus was on growing revenues and profitability. The Company also looked at ways for cost reduction. Consequently the Company''s own facility was rented out and the operations were moved to a smaller location fitting into the overall operational requirement. This move is expected to deliver better results in the years to come and the Company should be able to improve its performance once the market activities pick up.

Directors

The Companies Act, 2013 provides for appointment of independent directors. Section 149 (10) of the Companies Act, 2013 (effective from April 01, 2014) provides that independent directors shall hold office for

a term of up to five consecutive years on the Board of a Company. Further section 149(13) states that the provisions of retirement by rotation as Defined in sub –sections (6) and (7) of section 152 shall not apply to independent directors. Pursuant to these provisions, the Board of Directors are seeking the appointment of Ms.Revathy Ashok, Mr.N.Srinivasan and Mr.Devarajan as Independent Directors for a term of five consecutive years from April 01, 2014 to March 31, 2019.

Since in terms section 149 read with section 152 of the Companies Act, 2013, the provisions of retirement by rotation are not applicable to Independent Directors and in order to comply with the provisions of Companies Act, 2013, the directors to retire by rotation have been re-ascertained. Accordingly, Mr. Arun Kakatkar, Director will retire at the ensuing annual general meeting and being eligible offers himself for re-appointment.

Mr. Sanjay Handu ceased to be the Managing Director of the Company with effect from September 06, 2013. Your Directors place on record their appreciation of the contributions and valuable guidance given by him during his association with the Company.

Mr. S.Viswanath ceased to be a Director with effect from September 06, 2013. Your Directors place on record their appreciation of his contribution during his association with the Company.

We are glad to invite Mr.J.N.Mylaraiah to the Board, who became an Additional Director with effect from September 06, 2013. Mr. Mylaraiah was also appointed as the Managing Director of the Company with effect from September 06, 2013.Mr.Mylaraiah retires at the ensuing Annual General meeting under the erstwhile provisions of the Companies Act, 1956. Pursuant to the provisions of section 203 of the companies Act, 2013, the Board of Directors at their meeting held on May 23, 2014 have appointed Mr.Mylaraiah as the Managing Director of the Company for a period of five years from April 01, 2014.

Accordingly the Board of Directors are seeking the appointment of Mr.Mylaraiah as the Managing Director for a term of five years from April 01, 2014.

Corporate Governance

As required under clause 49 of the Listing Agreement, a report on Corporate Governance and Auditor''s Certifcate confirming compliance thereof are made a part of this Annual Report.

Particulars of Employees

During the year under review, none of the Company''s employees has received remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Auditors

The Auditors - M/s. Deloitte Haskins & Sells retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and offer themselves for re-appointment.

Acknowledgements

Your Directors would like to express their grateful appreciation of the support and co-operation received from the Customers, Bankers, Channel Partners, Distributors and Vendors during the year. Your Directors also place on record their appreciation for the hard work and contribution of all employees during the year as well as for the advice received from the Promoters of the Company.

On behalf of the Board of Directors

J.N.Mylaraiah Joydeep Nag Managing Director Director

Place: Bangalore Date: May 23, 2014


Mar 31, 2013

To the Members,

The Board of Directors of your Company has pleasure in presenting the 25th Annual Report on the business and operations, including the fnancial statements for the year ended March 31, 2013.

Financial Results

(Rs. in lakhs)

For the year For the Period ended 31st ended 31st March 2013 March 2012 (12 Months) (6 months)

Gross Revenue (including Excise Duty) 4195.81 2599.04

Proft/(Loss) before depreciation, exceptional items and tax (88.67) 129.11

Exceptional items – Expenses under

Voluntary Retirement Scheme 413.04

Proft/(Loss) before depreciation (501.71) 129.11

Less: Depreciation 73.03 46.60

Net Proft/(Loss) for the year before Taxation (574.74) 82.51

Provision for Taxation 30.95 38.67

Proft/(Loss) after tax (605.69) 43.84

Add: Proft brought forward from previous year 4334.32 4317.21

Proft available for

Appropriation 3728.63 4361.05

Appropriations

Dividend Proposed 69.00 23.00

Tax on Dividends 11.73 3.73

Transfer to General

Reserve 216.72

Proft retained in Proft &

Loss Account 3431.18 4334.32

The fnancial year for the current year is April 1, 2012 to March 31, 2013 (12 months) and for the period ending March, 2012 was for a period of 6 months.

Dividend

In spite of the loss during the year, your Directors recommend a dividend of 15% (Rs.1.50 per equity share of Rs. 10/-) for the year ended March, 2013, subject to the approval by the shareholders at the forthcoming Annual General Meeting. This is a measure of our optimism that the market and company are poised for better times ahead.

Directors Responsibility Statement

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

a. in the preparation of annual accounts the applicable accounting standards have been followed and there are no material departures;

b. accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the proft or loss of the Company for that period;

c. proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis.

Strategy & Operations

This was another challenging year for your company as the economic environment continued to be volatile especially for the Telecom sector.

The Enterprise network market growth was slow due to the overall economic slow-down mainly USA and Europe. Hiring in IT/ITES industry was slower and expansion plans were on hold or delayed. Greater competition for smaller opportunities led to pressure on margin and growth. The market is expected to improve in the medium term driven by domestic demand and Government projects.

Given the market situation and fscal challenges, your company''s focus was on defending and growing revenues and proftability. Accordingly the company decided to offer Voluntary Retirement Scheme to

Direct and Indirect employees. Consequent to this, the manufacturing operations were outsourced to be cost competitive. This operational move is expected to deliver better fexibility and returns in future.

Though this move has majorly contributed to a fscal loss this year, we believe it positions the company favorably to participate in the expected market rise next year.

Policy and decision making has remained slower during the year across sectors and likely breakthroughs would come post elections. The key economic indicators, though still not out of the woods, are trending upwards and give a positive signal that further improvements are expected. The reduction in interest rates specially points to more fund mobility in the markets and would support capex and expansion plans.

The Telecom industry continues to grapple with multiple challenges of policy fux, capex, lower price realization and reduced proftability. The resultant is a slower appetite for capex expansion. However the announced plans on 4G and recent tariff hikes indicate an improving trend for the market.

Directors

Mr. N.Srinivasan retires by rotation and being eligible offers himself for re-appointment.

Mr. C.P.Rangachar and Mr. Tony Gatt ceased to be Directors with effect from August 8, 2012 and November 6, 2012 respectively. Your Directors place on record their appreciation for the valuable guidance given by them during their association with the Company.

We are glad to invite Mr. Arun Kakatkar, Mr.S.Devarajan and Mr.Joydeep Nag who became Additional Directors with effect from

November 6, 2012, February 06, 2013 and May 29, 2013 respectively.

Corporate Governance

As required under clause 49 of the Listing Agreement, a report on Corporate Governance and Auditor''s Certifcate confrming compliance thereof are made a part of this Annual Report.

Particulars of Employees

During the year under review, none of the Company''s employees has received remuneration in excess of the limits specifed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Auditors

The Auditors - M/s. Deloitte Haskins & Sells retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment.

Acknowledgements

The Directors thank the Customers, Bankers, Channel Partners, Distributors and Vendors for their continued support during the year. The Directors also place on record their appreciation for the contributions made by the employees at all levels during the year as well as for the advice received from TE Connectivity Ltd.

On behalf of the Board of Directors

Sanjay Handu

Managing Director

Place: Bangalore

Date: May 29, 2013


Sep 30, 2011

The Board of Directors of your Company has pleasure in presenting the 23rd Annual Report on the business and operations, including the financial statements for the year-ended September 30, 2011.

Financial Results

(Rs. in lakhs)

For the Year For the Year ended 30th ended 30th September 2011 September 2010

Gross Revenue

(including Excise Duty) 7351.75 7903.36

Profit before depreciation 540.19 487.11

Less: Depreciation 118.98 160.18

Net Profit for the year

before Taxation 421.21 326.93

Provision for Taxation 137.46 114.65

Profit after tax 283.75 212.28

Add: Profit brought forward from previous year 4127.84 4006.64

Profit available for Appropriation 4411.59 4218.92

Appropriations

Dividend Proposed 69.00 69.00

Tax on Dividends 11.19 11.46

Transfer to General Reserve 14.19 10.61

Profit retained in Profits Loss Account 4317.21 4127.85

During the year under review Tyco Electronics Ltd (now renamed as TE Connectivity Ltd) completed the acquisition of ADC Group globally.

Keeping in view the requirements of business and for realigning the operations of the Company the Marketing and Sales personnel were transferred to Tyco Electronics Corp (I) Pvt. Ltd. (TECIL) with effect from May 1, 2011. The Company also signed an Agency Contract with TECIL on August 8, 2011. Due to the benefits derived from realignment of the Company's operations and other cost reduction initiatives during the year, the Company was able to post a higher profit after tax in comparison to the previous year.

Dividend

Your Directors recommend a dividend of 15% (Rs.1.50 per equity share of Rs.10/-) for the year ended September 2011 subject to the approval by the shareholders at the forthcoming Annual General Meeting.

Directors Responsibility Statement

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

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

b. accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

d. the annual accounts have been prepared on a going concern basis.

Strategy & Operations

The past year was an extremely volatile one with several events that impacted the company, (i) the prolonged discussions and delay in the 3G and 2G license auctions, substantially delayed project implementations and affected our Carrier segment;

(ii) copper prices escalated and swung considerably thereby affecting several long term large contracts that were already in force

(iii) the global acquisition of ADC by TE Connectivity.

Looking ahead the now concluded 3G and BWA auctions will set the stage for aggressive project deployments by Telecom winners. The company is well set to ride that wave with a wide range of technology products and solutions. Specifically Fibre will be the area of prime focus and this will also accelerate based on the FTTX developments that are gathering momentum.

The Enterprise market space is expected to stay vibrant and present several opportunities for growth. Challenges of raw material price increase and competition from low end market players will need to be countered. With a view to better reach and service the market, the company revamped its GTM strategy and signed on some new dealers specifically to grow the Enterprise market segment.

To better manage the negative impact of commodity fluctuations the company has revamped its procurement, inventory and sales strategy such as to minimize future bottom-line impacts.

On the Operations front the company launched a series of aggressive initiatives all focused on driving up the productivity, quality and service levels. These initiatives were launched in the middle of the year and are already showing progress. This new thrust will help meet growing customer needs.

Directors

Mr. C.P. Rangachar retires by rotation and being eligible offers himself for re-appointment.

Mr. K. Balachandran ceased to be the Chairman and Managing Director of the Company with effect from March 31, 2011. Your Directors place on record their sincere appreciation for his long association with the Company and for the contributions made by him during his tenure with the Company.

Mr. Arun Thiagarajan & Mr. Bhaskar Bodapati ceased to be Directors with effect from August 7, 2011 and November 4, 2011 respectively. Your Directors place on record their appreciation for the contributions and valuable guidance given by them during their association with the Company.

We are glad to invite Mr. Sanjay Handu and Mr. S.Viswanath to the Board, who became an Additional Directors with effect from March 29, 2011. Mr. Sanjay Handu also became the Managing Director of the Company with effect from April 1, 2011. We are also glad to invite Mr. Tony Gatt and Ms. Revathy Ashok who became an Additional Directors with effect from April 1, 2011 and August 5, 2011 respectively.

Corporate Governance

As required under clause 49 of the Listing Agreement, a report on Corporate Governance and Auditor's Certificate confirming compliance thereof are made a part of this Annual Report.

Particulars of Employees

During the year under review, none of the Company's employees have received remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Auditors

The Auditors - M/s. S.R. Batliboi & Associates retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment.

Acknowledgements

The Directors thank the Company's customers, vendors, bankers, shareholders, channel partners and distributors for their continued support and co- operation during the year. The Directors also place on record their sincere thanks to ADC and TE for the support given to the Company during the year.

The Directors place on record their appreciation for the contribution made by the employees at all level and for their continued commitment and support during another challenging year.

For and on behalf of the Board of Directors

Sanjay Handu

Managing Director

Place: Bangalore

Date : November 03, 2011


Sep 30, 2009

The Board of Directors of your Company has pleasure in presenting the 21 st Annual Report on the business and operations, including the financial statements for the year-ended September 30,2009.

Financial Results

(Rs. in Lakhs) Forthe For the Year ended Year ended 30th September 31st October 2009 2008

Gross Revenue (including Excise Duty) 7043.26 10848.79 Prof it before depreciation 325.57 1028.19 Less: Depreciation 152.25 155.10 Net Profit for the year before Taxation 173.32 873.09 Provision forTaxation 64.98 312.35 Profit after tax 108.34 560.74 Add: Profit brought forward from previous year 3984.44 3614.32 Profit available for Appropriation 4092.78 4175.06 Appropriations Dividend Proposed 69.00 115.00 Tax on Dividends 11.72 19.54 Transfer to General Reserve 5.42 56.07 Profit retained in Profit & Loss Account 4006.64 3984.44

It was decided this year to change the financial year of the Company from November - October to October - September to fall in line with the accounting period of the Parent -ADC. Hence, this years result is for eleven month period from November 08 to September 09.

The global economic recession has affected the technology sector in India and hence, the growth in the Companys business has been severely impacted across both Carrier and Enterprise business.

Although India continued to witness robust subscriber additions in the wireless segment last year they actually reflect the aggressive efforts of operators to milk the assets that have been invested in previous years. New

investment decisions of large operators were put on hold as the focus shifted to increasing revenue generation from existing infrastructure. Almost all of the procurement was related to sustaining current operations and maintenance. However the companys efforts to develop and position itself as a fibre connectivity vendor with support from the parent was timely and important. We were able to secure approvals and rate contracts from some large operators displacing existing competition.

The Enterprise segment was more directly impacted by the economic scenario in the US. While several expansions within the IT & ITes sector were delayed, new projects were postponed.

Overall a shrinking market forced competition to exhibit irrational behaviour causing intense pricing pressures. The rising Indian rupee and LME also added to the costs as customers were not willing to consider any cost escalation.

The company therefore had to embark on several cost management initiatives on the OPEX front to achieve profitable revenue.

Fibre connectivity and fibre distribution product line is expected to grow within the wireless sector besides the broadband Segment. FTTx pilot deployments and discussions in this area shows that many carriers are considering FTTx as a key technology option. Both these will be a long term opportunity for the Company.

The Datacentre market is also expected to grow and the Company has a strong product portfolio to address this segment. Investment in IT infrastructure by the state and central government is another business opportunity for the Company. The Company is fully geared to take advantage of all the above opportunities.

From an operations perspective, the Company switched to cost effective sourcing alternatives to improve its competitive position. We expect this to improve the companys operations excellence in meeting customer expectations.

Dividend

Your Directors recommend a dividend of 15% (Rs.1.50 per equity share of Rs. 10/-) for the year ended September 2009 subject to the approval by the shareholders at the forthcoming Annual General Meeting.

Directors Responsibility Statement

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

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

b. accounting policies have been selected and applied consistently and made judgments and estimates

that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

d. the annual accounts have been prepared on a going concern basis.

Strategy & Operations

Continuing our initiative on Fibre, several of the locally developed Fibre Connectivity solutions received customer approvals and rate contracts. This is a strategic initiative for the Company whose competence has been in copper all along. Our strategic focus in Enterprise moved more to Government and we received approvals for empanelment that allows us to participate in many several state-level data centre projects.

From an operations perspective our focus was on alternative sources to improve agility and cost- efficiency. Notwithstanding this we also achieved improvements in local operations improving yield and cycle times.

Directors

Mr. S. Rajagopalan retires by rotation and is eligible for re-appointment. However, due to health reasons, he has expressed his inability to continue as a Director in the Company. The Board placed on record their appreciation for his long association with the Company and for the valuable guidance and support provided by him during his association with the Company.

Corporate Governance

As required under clause 49 of the Listing Agreement, a report on Corporate Governance and Auditors Certificate confirming compliance thereof are made a part of this Annual Report.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Rules framed there under forms a part of this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary at the Corporate Office or e-mail to: ganesh.r@adckrone.com

Auditors

The Auditors - M/s. S.R. Batiiboi & Associates retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment.

Acknowledgements

The Directors thank the Companys Customers, Vendors, Bankers, Shareholders, Channel partners and distributors for their continued support and co-operation. The Directors also place on record their sincere thanks to ADC for their continued support during the year.

The Directors also wish to thank the management and all the staff for their contribution, support and continued co-operation during another challenging year.

For and on behalf of the Board of Directors K. Balachandran Chairman & Managing Director

Place : Bangalore

Date : November 12,2009

 
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