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Directors Report of Birla Cable Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty Third Annual Report, together with the Audited Financial Statements of the Company for the year ended 31st March, 2015.

ACCOUNTS & FINANCIAL MATTERS

2014-15 2013-14

(Rs. in lacs) (Rs. in lacs)

Revenue from operations (gross) 28914.00 31945.23

Other income 372.74 219.88

29286.74 32117.47

The year''s working shows a -

Profit before Depreciation and Tax 2444.40 2810.94

Less: Depreciation and Amortisation 597.52 463.38 expense

Profit before tax 1846.88 2347.26

Current tax (MAT) 580.00 443.20

Less: Minimum alternate (14.72) (365.00) tax( MAT) credit entitlement

Net current tax 565.28 78.20

Deferred tax charge 32.00 345.00

Net Profit for the year 1249.60 1924.06

GENERAL & CORPORATE MATTERS

During the year under review, the Company''s revenue from operations decreased to Rs. 28914 lacs from Rs. 31945.23 lacs in the previous year (a decrease of about 9.49%). The decline in sales was mainly because of non-release of orders by Bharat Broadband Network Ltd.(BBNL) and less than expected orders received from Reliance Jio Infocomm Ltd. The gross profit for the year decreased to Rs. 2444.40 lacs as against Rs. 2810.94 lacs in the previous year. The fall in gross profit was mainly due to increase in interest cost and additional expenses incurred on restoration of production after the fire accident. With the ongoing National Optical Fibre Network (NOFN) Project, which constitutes one of the nine pillars of Digital India mission, aims to connect 250,000 gram panchayats (GPs) with 100 Mpbs backhaul through optical Fibre. This augurs well for the Company''s growth, as the consumption of optical fibre cables increases multi-fold which is slated to cross more than 500,000 Kms during the coming years in terms of pan-India connectivity requirements.

Despite the decrease in revenue, as compared to the previous year, the Company is consistently getting good inflow of orders of various types from one of the leading Private Telecom Operator, building up a huge pan-India Greenfield network. Your Company''s brand name and product quality played a major important role in catering to the evolving requirements of the Telecom operators in terms of both supply of high fibre count optical fibre cables and also lower count innovative fibre cable designs. Even after the trend of replacing the copper telecom cables with optical fibre cables, your Company has increased the market penetration by way of supplying structured copper cables predominantly used in broadband network for providing internet services to customers by various ISP companies. The cost of manufacturing of various products is kept under control by way of innovative monitoring and control methodologies being continuously implemented at the plant level. This augured very well in manufacturing competitively priced products so as to attract the customers on a long term basis. The usage of smartphones has increased tremendously in India and is slated to continue in a robust manner which will catapult India as one of the largest users of smartphones in various types and costs. This obviously drives up the data consumption with reasonable speed of upload and download of data. The increase in data consumption necessitates the deployment of optical fibre cables in a big way throughout the network starting from transmission backhaul networks, access, metro and final last mile customer connectivity. All the telecom operators are even connecting the cell sites through optical fibre cables with various connection nodes. The entire 3G and 4G networks require optical fibre as the medium to cater to the needs of increased data consumption. This encouraging development enhances the consumption of optical fibre cables and the Company is well positioned to reap the benefits by way of having a lion''s share of the business opportunities.

Apart from the building of green field fibre networks by the operators, the replacement of old networks is also gaining momentum. This further boosts the requirement of optical fibre cables and the Company is catering to this segment as well. We have seen tremendous growth over the last two years in the field of Fibre -To -The- Home (FTTH) with the usage of typical, technologically advanced cable types, which is slated to continue for the years to come. India has very low broadband penetration, which provides a huge opportunity for optical fibre networks to be deployed in FTTH configurations in the urban, semi-urban scenarios. Moreover, increased adoption of applications such as e-medicine, video conferencing, e-Learning and security surveillance will increase capacity and bandwidth requirements which can be fulfilled by optical fibre cables only. This definitely places the Company in a leveraging position to take the advantage of increased deployment of optical fibre cable networks across the usage tiers.

Your Company is also well positioned to grab the best opportunities coming in its lap for Export markets by way of adopting innovative cable designs coupled with competitive pricing mainly due to the bulk sourcing of raw materials and quality processing which drive up the customer''s interest in company''s products. The growth in Exports is the ample proof of the work being done to enhance this potential further to reap the benefits for the Company.

DIVIDEND AND RESERVES

After considering the Company''s profitability, free cash flow and overall financial performance, the Board of Directors of the Company is pleased to recommend a Dividend of Re.1/- per equity share of Rs.10/- each (i.e. 10%) for the financial year ended March 31, 2015. The total quantum of Dividend on equity shares, if approved by the Members, will be about Rs. 300.00 lacs while about Rs. 61.07 lacs will be paid by the Company towards Tax on Dividend and Surcharge/ Education Cess thereon. Your Board also recommends a transfer to General Reserve of Rs. 300.00 lacs leaving a surplus of Rs. 1785.45 lacs in the statement of Profit and Loss to be carried forward.

DEPOSITS

Your Company has not accepted any Deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis, Report on Corporate Governance and a certification by the Chief Executive Officer (CEO) confirming compliance by all the Board members and senior management personnel with Company''s Code of Conduct and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a part of its initiative under Corporate Social Responsibility (CSR), the Company has undertaken CSR activities in the areas of promoting education and employment enhancing skills directed towards improving the quality of life and increasing the resources of the surrounding communities, in the area where the Company operates. These activities are largely in accordance with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR activities during the year were implemented through Madhav Prasad Priyamvada Birla Apex Charitable Trust, a registered trust under Section 12A of the Income Tax Act, 1961.

The Annual Report on CSR activities is given in Annexure-I, which is attached hereto and forms a part of the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:-

* that in the preparation of the annual financial statements for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

* that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made 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, 2015 and the profit of the Company for the year ended on that date;

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

* that the annual financial statements have been prepared on a going concern basis;

* that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

* that system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL CONTROL SYSTEMS

The Company''s system of financial and compliance controls with reference to the financial statements and risk management is embedded in the business process by which the Company pursues its objectives. Additionally, the Audit Committee and the Board of Directors provide risk oversight through their review of potential risks which could negatively impact the operations, the proposed budget and plan, the Company''s strategic framework and any risks that may negatively impact it. The management is committed to ensure an effective internal control environment commensurate with the size, scale and complexity of the operations, which provides assurance on the efficiency of the Company''s operations and safety/security of its assets besides orderly and legitimate conduct of Company''s business in the circumstances, which may reasonably be foreseen. The Company has defined organisation structure, authority levels delegated powers, internal procedures, rules and guidelines for conducting business transactions.

The Company''s system and process relating to internal controls and procedures for financial reporting have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (GAAP) in India, the Companies Act, 2013 and rules framed thereunder and all other applicable regulatory / statutory guidelines, etc. for disclosure with reference to financial statements. The Company''s internal controls over financial reporting interalia includes the policies and procedures that pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP in India and in compliance to other applicable statutory and regulatory provisions, provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of Company''s assets that could have a material effect on the financial statements and for preventing and detecting fraud and other irregularities or deliberate mis-statements. Management is responsible for establishing and maintaining adequate disclosure controls and procedures and adequate internal controls over financial reporting with respect to financial statements besides its effectiveness in the context of applicable regulations. The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company''s plant and facilities to maintain high awareness levels. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

RECOGNITION

The Company''s manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality System IS/ISO 9001:2008 & ISO TS 16949:2009 and Environmental Management Standards IS/ISO 14001:2004. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

DIRECTORS

In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the directors liable to retire by rotation, the Independent Directors shall not be included in the total number of directors of the Company. Accordingly, Mr. H.V Lodha [DIN: 00394094], Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Archana Capoor [DIN: 01204170] was appointed as an Additional Director (Non-executive Independent Women Director) w.e.f. 10th November, 2014 and she shall hold office up to the date of this Annual General Meeting. The Company has received requisite notice in writing from a member proposing appointment of Mrs. Archana Capoor as an Independent Director, not liable to retire by rotation at the ensuing Annual General Meeting. Your Board has deemed it prudent and recommended to the Shareholders her appointment of Mrs. Archana Capoor as Independent Director not liable to retire by rotation for a period of 5 years i.e. up to 31st March, 2020 at the ensuing Annual General Meeting. Mrs. Archana Capoor is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

The details of Directors seeking appointment/re-appointment as required under Clause 49 of the Listing Agreement with Stock Exchanges are given in the Notice of the ensuing Annual General Meeting, which is being sent to the shareholders along with Annual Report.

KEY MANAGRIAL PERSONNEL

Mr. R Sridharan, Manager and Chief Executive Officer and Mr. Somesh Laddha, Dy. General Manager (Finance and Accounts) & Secretary are the Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Mr. R.C.Tapuriah, Dr. Aravind Srinivasan, Mr. Arun Kishore , Mr. K.Raghuraman and Mrs. Archana Capoor have individually and severally given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with stock exchanges. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013, rules made thereunder as well as concerning provisions of Clause 49 of the Listing Agreement with stock exchanges.

MEETINGS OF BOARD AND COMMITTEES

During the year under review the Board five times viz. May 19, 2014, August 9, 2014, November 10, 2014, February 7, 2015 and March 31,2015. Details of all Board Committees along with their composition and meetings held during the year under review are given in the Report on Corporate Governance.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and as stipulated under Clause 49 of the Listing Agreement, the Board of Directors of the Company carried out the formal annual performance evaluation of all the Directors and also its self-evaluation process, interalia, to assess the skill set and contribution that are desired, recognising that competencies and experiences evolves over time. The process was conducted by allowing the Board to engage in candid discussions with each Director with the underlying objective of taking best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated based on structured self-assessment and personal interaction to ascertain feedback on well defined parameters which, interalia, comprised of level of engagement and their contribution to strategic planning and other criteria based on performance and personal attributes of the Directors. During the process of evaluation, the Board of Directors also reviewed and discussed the annual performance evaluation of Directors carried out by the Nomination and Remuneration Committee. A statement in detail indicating the manner, in which formal annual evaluation has been made by the Board of Directors, is given in the Report on Corporate Governance which forms a part of the Annual Report.

SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted a terms of reference which, interalia, deals with the manner of selection of Directors and the Key Managerial Personnel of the Company. The NRC recommends appointment of Director/appointment or re-appointment of Manager & Chief Executive Officer based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and rules framed thereunder. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on Board''s balance of professional experience, background, view points, skills and areas of expertise.

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has also adopted the Remuneration Policy for the members of the Board and Executive Management. The said policy earmark the principles of remuneration and ensures a well balanced and performance related compensation package taking into account shareholders'' interest, industry practices and relevant corporate regulations in India.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances of fraud and mis- management, if any, and conducting business with integrity, including in accordance with all applicable laws and regulations. The details of the Vigil Mechanism and Whistle-Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

AUDITORS

As per Section 139 of the Companies Act, 2013 read together with other provisions of The Companies (Audit and Auditors) Rules, 2014, in the last Annual General Meeting (22nd AGM), Messrs V. Sankar Aiyar & Co., Chartered Accountants (Registration No.109208W), were appointed as Statutory Auditors to hold office until the conclusion of the next third Annual General Meeting (25th AGM) of the Company subject to ratification by shareholders in the subsequent Annual General Meetings. Accordingly, the ratification of appointment of Messrs V. Sankar Aiyar & Co., Chartered Accountants, as the Statutory Auditors of the Company would be considered by the members of the Company at the ensuing Annual General Meeting.

The Board of Directors has appointed Messrs D. Sabyasachi & Co., Cost Accountants, as Cost Auditors for conducting audit of the cost accounts maintained by the Company in respect of specified products of the Company covered under The Companies (Cost Records and Audit) Amendment Rules, 2014 and fixed their remuneration based on the recommendation of the Audit Committee. The remuneration payable to Cost Auditors is subject to ratification by the shareholders in the ensuing Annual General Meeting of the Company.

AUDITORS'' REPORT

Notes to Financial Statements are self explanatory including with respect to Emphasis of Matter paragraph drawn by the Auditors in their report and therefore, do not call for any further comments or explanations.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Messrs R.K.Mishra & Associates, Company Secretaries were appointed to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. There are no adverse remarks or observations made by Messrs R.K.Mishra & Associates in the Secretarial Audit Report. The Report of the Secretarial Auditor is given in Annexure-II, which is attached hereto and forms a part of the Directors'' Report.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year under review by the Company were on an arm''s length basis and in the ordinary course of business. There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the meeting(s) of Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the financial year for the transactions which are of a foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant documents/information are placed before the Audit Committee for review and approval on quarterly basis. The company has developed a Policy on materiality of Related Party Transactions and dealing with Related Party Transactions.

The policy on Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is uploaded on the company''s website and the same is available at the weblink http://www.birlaericsson.com/ pdf/RPTPolicy_BEOL.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, ETC.

As required under Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of the remuneration of each Director to the median employee''s remuneration and such other details as prescribed therein are given in Annexure-III, which is attached hereto and forms a part of the Directors'' Report.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as per Section 92(3) of the Companies Act, 2013 in given Annexure IV, which is attached hereto and terms a part of the Directors'' Report.

PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given, as none of the employees qualifies for such disclosure.

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

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, the information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure-V, which is attached hereto and forms a part of the Directors'' Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

(d) During the year under review, there were no cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Board desires to place on record its grateful appreciation for the excellent assistance and co-operation received from the State Government and continued support extended to the Company by the bankers, investors, suppliers, esteemed customers and other business associates. The Board also expresses its appreciation of the assistance and unstinted support received from venturer''s and promoter companies viz. Universal Cables Limited, Vindhya Telelinks Limited and Ericsson Cables AB, Sweden.

Yours faithfully,

Harsh. V.Lodha (DIN: 00394094) Chairman D.R.Bansal (DIN: 00050612)

R.C.Tapuriah (DIN: 00395997)

Aravind Srinivasan (DIN: 00088037) Directors Arun Kishore (DIN: 00177831)

K.Raghuraman (DIN: 00320507)

Archana Capoor (DIN: 01204170)



New Delhi, May 15, 2015


Mar 31, 2014

TO THE SHAREHOLDERS

The Directors have pleasure in presenting their Twenty Second Annual Report, together with the Audited Financial Statements of the Company for the year ended 31st March, 2014.

ACCOUNTS & FINANCIAL MATTERS

2013-14 2012-13 (Rs. in lacs) (Rs. in lacs)

Revenue from operations (gross) 31945.23 13561.41

Other income 219.88 314.47

32165.11 13875.88 The year''s working shows a

Gross Profit (after Interest) of - 2810.94 933.38

Less: Depreciation and Amortisation expense 463.68 364.70

Profit before tax 2347.26 568.68

Current tax (MAT) 443.20 -

Less: Minimum alternate tax credit entitlement (365.00) -

Net current tax 78.20 -

Deferred tax charge 345.00 -

Net Profit for the year 1924.06 568.68

GENERAL & CORPORATE MATTERS

During the year under review, your Company has achieved one of its best performances with optimism and renewed vigor despite a challenging macro economic environment. Your Company''s revenue from operations increased to Rs.31945.23 lacs in the current year from Rs.13561.41 lacs in the previous year (an increase of about 135%) and the gross Profit for the year signifi cantly increased to Rs.2810.94 lacs as against Rs.933.38 lacs in the previous year. With the investment plans announced by large operators in enhancing optical fi bre network and the take-off in National Optic Fibre Network(NOFN) from BBNL, etc. has put your Company in an advantageous position to achieve and realize the upward growth curve in telecom cables business in the immediate future.

The gross revenue from operations for the year under review substantially increased as compared to the previous year mainly due to increased off take of optical fi bre cables by the Company''s important private sector operators and domestic government customers coupled with a continuous sales growth in the export markets. Your Company has also supplied reasonably good volume of high fi bre count Optical Fibre Cables to a leading private sector customer during the year under review refl ecting Company''s strategy to remain consistently relevant to the evolving business needs of the customers. Despite evolving business preferences and intense competitive landscape in telecom cable industry, the traditional PIJF Cables and other specialty cables business have increased their share moderately in the overall revenue from operation of the Company. With the emphasis on control on the material consumption and monitoring of factory and other overheads, the Company has achieved a signifi cant increase in the gross Profit levels compared to the previous year fi gure. This was possible as the Company has been consistently working on reducing the costs at all levels and on improving the margins by continuous innovation and development of cost effective products.

Building the country''s new telecom infrastructure based on latest cost effective world-class technology and upgrading the existing network facilities is of paramount importance. The need for building a state-of-the-art telecom network is felt under various stages of planning and implementation by all stakeholders including the regulator and the government authorities. Some of the big ticket telecom projects announced includes National Optic Fibre Network from Bharat Broadband Network Limited (BBNL), a special purpose vehicle promoted by public sector companies like BSNL, PGCIL and RailTel under USO funding mechanism. This ambitious project plans to bring rural India into the high-speed broadband network by way of connecting 250,000 villages using 400,000 km. of optical fi bre cables. Other private telecom operators are also in the anvil for upgrading the existing network in 2G and 3G and some are implementing ambitious Greenfield state-of-the-art network using latest technologies like 4G-LTE for high speed broadband applications to offer superior customer experience and delight. Lastly, it is proved that higher broadband penetration among the masses will uplift the economy of the country as a whole and will contribute in socio-economic development and inclusive growth. In order to achieve broadband penetration, it would be necessary that the last mile connectivity to the customers'' premises is capable to handle the high speed connectivity. This necessarily requires optical fi bre cables to be laid to homes or buildings or even to wireless transmission towers in the area. The National Telecom Policy, 2012 also provides for a strategy to encourage Fibre To The Home (FTTH) with enabling guidelines and policies favouring fast transformation of cities and towns into "Always Connected" societies which augers well for telecom cable industry in general.

Your Company is well positioned to grab these big opportunities which will lift the company to different league by way of using its best-in-class technologies in a cost effective manner and also developing new products especially for Export markets apart from catering to the needs of Domestic customers.

DIVIDEND

After considering the Company''s Profitability, cash fl ow and overall financial performance, the Board of Directors of the Company is pleased to recommend a Dividend of Re.1/- per equity share of Rs.10/- each (i.e. 10%) for the financial year ended 31st March, 2014. The total quantum of Dividend, if approved by the Members, will be about Rs.300.00 lacs while about Rs.50.99 lacs will be paid by the Company towards Dividend Distribution Tax and Surcharge thereon.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis, Report on Corporate Governance and a certifi cation by the Chief Executive officer (CEO) confi rming compliance by all the Board members and senior management personnel with Company''s Code of Conduct form a part of the Annual Report. A certifi cate from the Auditors of the Company regarding compliance of conditions of Corporate Governance is given in Annexure, which is attached hereto and forms part of this Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that:- - In the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed;

- The Company has selected such accounting policies, applied them consistently, made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit for the year ended on that date;

- Proper and suffi cient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- The attached Annual Accounts have been prepared on a ''going concern'' basis.

INDUSTRIAL RELATIONS

Industrial relations remained cordial through out the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees that ensured sustained improvement in operational effi ciencies of the Company in most diffi cult and challenging business environment during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing processes at the Company''s plant and facilities.

RECOGNITION

The Company''s manufacturing facilities continue to remain certifi ed by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality System IS/ISO 9001:2008 & ISO TS 16949:2009 and Environmental Management Standards IS/ISO 14001:2004. During the year, the audits for these Certifi cations established continuous improvement in performance against these standards.

DIRECTORS

In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the directors liable to retire by rotation, the Independent Directors shall not be included in the total number of directors of the Company. Accordingly, Mr.Mats O.Hansson, Director shall retire by rotation at the ensuing Annual General Meeting and does not seek re-appointment. The Board has decided not to fill, for the time being, the vacancy caused due to his retirement.

Pursuant to Section 149(6) of the Companies Act, 2013, Directors are required to inform their status as to ''Independent Director'' (ID) in the first meeting of the Board of Directors held from April 1, 2014. Accordingly four of the Directors of your Company viz. (i) Mr.R.C.Tapuriah, (ii) Dr.Aravind Srinivasan, (iii) Mr.Arun Kishore and (iv) Mr.K.Raghuraman have declared their adherence to the criteria fi xed under Section 149(6) for ''Independent Directors''. The Board of Directors of the Company at its meeting held on 19th May, 2014 perused their declarations and other requirements under the Companies Act, 2013 and the Rules made thereunder, as applicable, and found all of them to be meeting with criteria for Independent Director and same were taken on record. The relevant provisions of the Companies Act, 2013 also provide that the IDs shall be appointed as such within a period of 12 months from April 1, 2014. Your Board has deemed it prudent and recommended to the Shareholders their appointment as ID for a period upto 5 years at the ensuing Annual General Meeting. All IDs shall not be liable to retire by rotation. None of the above mentioned persons is disqualifi ed from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

Details of Directors seeking appointment/re-appointment as required under Clause 49 of the Listing Agreement with Stock Exchanges are given in the Notice of the ensuing Annual General Meeting, which is being sent to the shareholders along with Annual Report.

Mr.Magnus Kreuger, Director resigned from the Board of your Company with effect from 1st February, 2014 and Mr.Mats O.Hansson, retiring Director in the ensuing Annual General Meeting has expressed his unwillingness for re-appointment. The Board places on record its appreciation for the distinguished services rendered by Mr.Magnus Kreuger and Mr.Mats O.Hansson during their respective term as Director of the Company.

AUDITORS

Messrs V. Sankar Aiyar & Co., Chartered Accountants (Registration No.109208W), were appointed as Statutory Auditors to hold office until the conclusion of the ensuing Annual General Meeting of the Company. Section 139 read together with other provisions of Chapter X of the Companies Act, 2013 and the Rules made thereunder, inter alia, provide that no listed company shall appoint/re-appoint an audit fi rm as auditor for more than two terms of five consecutive years. In other words, the Company can make appointment of auditor for five years at a time. Since Messrs V. Sankar Aiyar & Co. has been functioning as Auditors of the Company since last nine consecutive years, the Board of Directors unanimously agreeing to the recommendation of the Audit Committee, further recommends re-appointment of Messrs V.Sankar Aiyar & Co. as Statutory Auditors of the Company upto three years to hold offi ce from the conclusion of the ensuing Annual General Meeting (22nd) till the conclusion of fourth consecutive Annual General Meeting(25th) hereafter, subject to ratification by shareholders in every Annual General Meeting.

The Board of Directors has appointed Messrs D. Sabyasachi & Co., Cost Accountants, as Cost Auditors for conducting audit of the cost accounts maintained by the Company in respect of cables and fixed their remuneration based on the recommendation of the Audit Committee. The remuneration payable to Cost Auditors is subject to ratification by the shareholders in the ensuing Annual General Meeting of the Company.

The due date and actual date of fi ling of the Cost Audit Report of the Company for the financial year 2012-13 were 27.09.2013 and 02.09.2013 respectively.

AUDITORS'' REPORT

Notes to Financial Statements are self explanatory including with respect to Emphasis of Matter paragraph drawn by the Auditors in their report and therefore, do not call for any further comments or explanations.

PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given, as none of the employees qualify for such disclosure.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 and the Rules made therein, the concerned particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms part of the Directors'' Report.

ACKNOWLEDGEMENT

The Board of Directors desires to place on record its grateful appreciation for the excellent assistance and co-operation received from the State Government and continued support extended to the Company by the bankers, investors, suppliers, esteemed customers and other business associates. The Board also expresses its appreciation of the assistance and unstinted support received from venturer''s and promoter companies viz. Universal Cables Limited, Vindhya Telelinks Limited and Ericsson Cables AB, Sweden.

Yours faithfully,

Harsh.V.Lodha Chairman

D.R.Bansal R.C.Tapuriah

Dr. Aravind Srinivasan Directors

Arun Kishore K.Raghuraman New Delhi, May 19, 2014


Mar 31, 2013

TO THE SHAREHOLDERS

The Directors have pleasure in presenting their Twenty First Annual Report, together with the Audited Financial Statements of the Company for the year ended 31st March, 2013.

ACCOUNTS & FINANCIAL MATTERS

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

Revenue from operations (gross) 13561.41 8112.27

Other income 314.47 226.28

13875.88 8338.55

The year''s working shows a

Gross Profit/(Loss) (after Interest) of - 933.38 (105.83)

Less: Depreciation and Amortisation expense 364.70 379.77

Profit/(Loss) before tax 568.68 (485.60)

Income tax and fringe benefit tax credit of earlier years (3.21)

Net Profit/(Loss) for the year 568.68 (482.39)

Your Directors regret their inability to recommend any equity dividend for the year in order to conserve cash resources for future business requirements.

GENERAL & CORPORATE MATTERS

During the year under review, your Company has delivered broadbased competitive growth and margin improvement despite a challenging environment. Your Company''s revenue from operations has stood at Rs.13561.41 lacs (Rs.8112.27 lacs) an increase of 67.17% and the gross profit has stood at Rs.933.38 lacs (Gross Loss - Rs.105.83 lacs), a positive swing of Rs.1039.21 lacs. This is quite commendable given the fact that the year 2012 witnessed the ultimate regulatory uncertainty in the telecom sector owing to various judicial pronouncements which had impacted financial health, sustainability and growth of this industry which is one of the major contributor towards the socio-economic and GDP growth in the country. However, the cheering news for 2013 will be the considerable growth, the sector will witness with the emergence of government initiatives for affordable broadband services through wireline backhauls and access networks, etc. which will eventually go a long way in your company taking advantage of the upward growth curve in the telecom cables sector.

The gross revenue from operations for the year under review increased as compared to the previous year mainly due to increased off take by the Company''s important domestic government customers and private operators coupled with a continuous sales growth in the export markets. With the emphasis on control on the material consumption and monitoring of factory and other overheads, the Company has achieved a reasonable increase in the gross profit levels compared to the previous year figure. This was possible as the Company has been consistently working on reducing the costs at all levels and on improving the margins despite overall sluggishness in the sector in which it operates.

A new generation high speed data services using 4 G LTE Technology which is under implementation by Private sector Telecom player is being viewed to revolutionize the way people communicate in our country. Under this project huge roll-out of Fibre is being undertaken which will continue for at least 3 - 5 years to come. Apart from this our Government has initiated Rural Broadband Connectivity Program in the name of "National Fibre Optic Network" (NFON) which will be implemented by Bharat Broadband Network Limited, a special purpose vehicle promoted for this project execution by the Government. This roll-out of Rural Fibre Network will be undertaken during 2-3 years period starting from mid 2013. The much awaited "Network for Spectrum" will also be kick-started by both Telecom Ministry and Defence Ministry from this year which will be undertaken for at least 2 - 3 years, by way of laying Optical Fibre Cables connecting all locations of our Armed Forces. Fiber-To-The- Home (FTTH) projects, which are under serious consideration by leading Private Telecom Players, will catapult the cable industry to a higher level with more fibre roll-outs in the access network.

Your Company is well positioned to grab these big opportunities which will lift the company to different league by way of using its best-in-class technologies in a cost effective manner and also developing new products especially for Export markets apart from catering to the needs of Domestic customers.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis, Report on Corporate Governance and a certification by the Chief Executive Officer (CEO) confirming compliance by all the Board members and senior management personnel with Company''s Code of Conduct form a part of the Annual Report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance is given in Annexure, which is attached hereto and forms part of this Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that:- - In the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed;

- The Company has selected such accounting policies, applied them consistently, made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit for the year ended on that date;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- The attached Annual Accounts have been prepared on a ''going concern'' basis.

INDUSTRIAL RELATIONS

Industrial relations remained cordial through out the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees that ensured sustained improvement in operational efficiencies of the Company in most difficult and challenging business environment during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing processes at the Company''s plant and facilities.

RECOGNITION

The Company''s manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality System IS/ISO 9001:2008 & ISO TS 16949:2009 and Environmental Management Standards IS/ISO 14001:2004. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

Your Company is pleased to inform that Engineering Export Promotion Council, which is a body constituted under Union Ministry of Commerce and Industry, has awarded the Star Performer in the export segment for the Company''s various products and services for the year 2009-10.

DIRECTORS

Mr.S.K.Daga and Mr.Dinesh Chanda acted as Alternate Directors to Mr.Mats O Hansson and Mr.Magnus Kreuger respectively during the year except on vacation of office u/s 313(2) of the Companies Act, 1956 and until re-appointment thereafter.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.Magnus Kreuger, Dr. Aravind Srinivasan and Mr.Arun Kishore, Directors, are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

AUDITORS

Messrs V. Sankar Aiyar & Co., Chartered Accountants, retire as Auditors of the Company and being eligible, offer themselves for re-appointment.

Your Company has appointed Messrs D.Sabyasachi & Co., Cost Accountants, 97/2, Suren Sarkar Road, Beleghata, Trikon Park, Kolkata - 700010 as Cost Auditors for conducting audit of the cost accounts maintained by the Company in respect of cables. The due date and actual date of filing of the cost audit report of the Company for the financial year 2011-12 are 31.01.2013 and 03.01.2013 respectively.

AUDITORS'' REPORT

Notes to Financial Statements are self explanatory including with respect to Emphasis of Matter paragraph drawn by the Auditors in their report and therefore, do not call for any further comments or explanations.

PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given, as none of the employees qualify for such disclosure.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 and the Rules made therein, the concerned particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms part of the Directors'' Report.

ACKNOWLEDGEMENT

The Board of Directors desires to place on record its grateful appreciation for the excellent assistance and co-operation received from the State Government and continued support extended to the Company by the bankers, investors, suppliers, esteemed customers and other business associates. The Board also expresses its appreciation of the assistance and unstinted support received from venturer''s and promoter companies viz. Universal Cables Limited, Vindhya Telelinks Limited and Ericsson Cables AB, Sweden.

Yours faithfully,

Harsh.V.Lodha Chairman

D.R.Bansal

R.C.Tapuriah

Aravind Srinivasan Directors

Arun Kishore

K.Raghuraman

Dinesh Chanda Alternate Director

(Alternate to Mr.Magnus Kreuger)

New Delhi, May 21, 2013

 
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