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Directors Report of Delton Cables Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting the 50th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars 2014-15 2013-14

Gross Sales 14211.30 11820.10

Less : Excise 1080.94 1040.03

Net Sales 13130.36 10780.07

Other Income 82.07 117.96

Total Income 13212.43 10898.03

Total Expenditure 13362.10 11278.49

Profit / (Loss) Before Exceptional (149.67) (380.46) Item and Tax

Add : Exceptional Item (indicate nature) 103.31 5.19

Profit/ (Loss) Before Tax (46.36) (375.27)

Less : Income Tax - -

Less : Deferred Tax 14.26 (115.28)

Less : Adjustment of taxes for earlier 5.54 - years

Net Profit / (Loss) (66.16) (259.99)



PERFORMANCE REVIEW

In F.Y. 15, several measures were taken for improving the performance of the Company and to secure new orders across various businesses and geographies.

Your company achieved a turnover of Rs. 14211.30 Lacs as against Rs. 11820.10 during the previous financial year. During the year under review there is no cash loss in the Company. The net loss for the financial year 2014-15 is Rs. 66.16 Lac as compared to the loss of Rs. 259.99 in the previous financial year 2013-14.

DIVIDEND

Due to the loss in the year, the Board of Directors has not proposed any dividend for the Financial Year ending 31st March, 2015.

SHARE CAPITAL

The paid up equity share capital as on March 31, 2015 was Rs. 8,64,00,000/-. During the year under review, the Company has issued 56,40,000 bonus equity shares of Rs.10/- each to the shareholders of the Company in the ratio of 2:1 on 28 January, 2015.

FIXED DEPOSITS

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

OUTLOOK

There is little evidence both in the domestic and global markets for an early restoration of demand-supply equilibrium and consequent recovery in the market. To keep abreast with the latest trends in the industry, your Company was also vigilant about technological upgradation of its production facilities, with the aim of improving assets performance and cost competitiveness. As your company is the older player in Indian Cable Industry, has coveted experience in manufacturing of wires and cables and competent to face the challenges. Much of the problem is industry centric and it is some comfort that your company is relatively better placed as compared to most of its peers. It should hence be able to strike it early as and when the industry turnaround is on the anvil.

AUDITORS

M/s. S.R. Dinodia & Co. LLP, Chartered Accountants, New Delhi, Statutory Auditors were appointed in the 49th AGM to hold office until the conclusion of 52nd AGM. Your company seeks ratification of the appointment of Statutory Auditors at the ensuing Annual General Meeting.

There are no qualifications or reservations or adverse remarks made by the Auditors in their Report.

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year by the Secretarial Auditor Mr. Vaibhav Sharma, Practicing Company Secretary. The Secretarial Auditors Report is attached as Annexure I.

There are no qualifications or observations or adverse remarks made by the Secretarial Auditor in his Report.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 Your Directors had, on the recommendation of the Audit Committee, appointed M/s J. K. Kabra & Co., Cost Accountants for the year 2015-2016 and the proposed remuneration of the Cost Auditors would be determined by the members in the ensuing AGM.

QUALITY POLICY / CERTIFICATION

Your Company's Mission is 'SUCCESS OF ITS CUSTOMERS'. Your Company is always committed to provide good quality products consistently to its customers worldwide. Your Management on its part is also fully committed to further improve quality and provides all inputs and resources to achieve this goal.

Your company is certified for ISO 9001:2008 in quality.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year, there were no instances of significant and material orders passed by the regulators, courts or tribunals on the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013

During the Financial Year 2014-15 your company has not made any loans, guarantees and investments u/s 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are in the ordinary course of business and at arm's length basis, which are not material in nature. All related party transactions are with the approval of the Audit Committee and periodically placed before the Board for review.

DIRECTORS

Mr. Vivek Gupta (DIN: 00035916), Director of the Company will retire by rotation and being eligible, offers himself for re-appointment.

Mr. Surender Singh Bhandari (DIN: 02521713) was appointed as an Additional Director with effect from 13.08.2015 and would hold office up to the ensuing Annual General Meeting of the Company. The Company has received a notice from a member pursuant to Section 160 of the Companies Act, 2013 proposing the appointment of Mr. Surender Singh Bhandari as Director of the Company. The Board of Directors recommends the appointment of Mr. Surender Singh Bhandari as a Director of the Company.

Mr. Shyam Sunder Malhotra (DIN 00298384), Whole Time Director of the Company resigned from the Company on 31.07.2015. The Board placed on record its appreciation for the valuable services rendered by Mr. Shyam Sunder Malhotra during his tenure to Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company viz. Mr. Mahesh Prasad Mehrotra (DIN 00016768), Mr. Achintya Karati (DIN 00024412), Mr. Bharat Bhushan Chadha (DIN 00298713) and Mr. Vijay Kumar Goel (DIN 00075317) have individually and severally submitted 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 other applicable rules & regulations made there under. Based on the declarations 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 there under.

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013 the performance evaluation of the Board was carried out during the year under review. During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board based on the criteria laid down by Nomination and Remuneration Committee which included attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest, adherence to Code of Conduct and Business ethics, monitoring of regulatory compliance, risk assessment and review of Internal Control Systems etc.

KEY MANAGERIAL PERSONNEL

The details of Key Managerial Personnel (KMP) of the Company are as follows:

S. Name Designation Date of Date of No. Appointment Cessation

1 Mr. Manoj CFO 30.05.2015 31.07.2015 Kumar Sharma

2 Mr. Vikas Goel CFO 14.08.2014 25.04.2015

3 Mr. Jitender Company 13.08.2015 Kumar* Secretary

*Mr. Jitender Kumar, Company Secretary had resigned w.e.f. June 27, 2015 and re-joined the Company w.e.f. August 13, 2015.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2014-15, seven meetings of the Board of Directors were held on May 30, 2014, August 14, 2014, September 30, 2014, November 12, 2014, December 12, 2014, January 15, 2015 and February 14, 2015. The maximum time-gap between any two consecutive meetings did not exceed One Hundred Twenty Days.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors is constituted in compliance with provisions of Section 177 of the Companies Act, 2013 ("the Act").

The composition of the Members at the meetings of the Committee is given below:

S. Name of the member Designation No.

1 Mr. Mahesh Prasad Mehrotra Chairman

2 Mr. Vivek Gupta Member

3 Mr. Achintya Karati Member

4 Mr. Bharat Bhushan Chadha Member

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to raise any concern about the Company's operations and working environment, including possible breaches of Company's policies and standards or values or any laws within the country or elsewhere, without fear of adverse managerial action being taken against such employees. The detailed policy is also placed on the website of the Company.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. More details on the same are given in the Annexure II.

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

The details of the ratio of remuneration to each Director to the median employee's remuneration and such other details as required to be given under Section 197(12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached hereto as Annexure III.

EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3) (a) of the Companies Act, 2013 as prescribed in Form No. MGT-9 is given in Annexure IV.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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 annexed to this report as Annexure V.

INTERNAL CONTROL SYSTEM

The Company has adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. This is further strengthened by the Internal Audit done concurrently. Besides, this Audit Committee of the Company also monitors systems, control, financial management and operations of the Company.

RISK MANAGEMENT

In line with the new regulatory requirements, the Company has formally framed a Risk Management Plan to identify and assess the risk areas, monitor and report compliance and effectiveness of the policy and procedure. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. This plan seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk plan defines the risk management approach across the enterprise at various levels including documentation and reporting. The plan has different risk models which help in identifying risk trends, exposure and potential impact analysis at a Company level as also separately for business segments. The Audit Committee and Board of Directors periodically review the risks and suggest steps to be taken to control and mitigate the same through a properly defined framework.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your Company had no Subsidiaries, Joint Venture or Associates during the year 2014-15.

APPLICABILITY OF CLAUSE 49 OF THE LISTING AGREEMENT

In terms of SEBI Circular No.SEBI/CFD/DIL/CG/1/2004/12/10 dated October 29, 2004, and CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, Clause 49 of the Listing Agreement is not applicable to the Company. Hence, Management Discussion and Analysis Report and Corporate Governance Report have not been inserted in the Annual Report.

LISTING OF SHARES

Your company's shares are listed at Bombay Stock Exchange Ltd. (BSE). The listing fee in respect thereof for the year 2015-16 has already been paid to the Stock Exchanges.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 134(3)(c) of the Companies Act, 2013(the "Act") with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31 March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31 March, 2015 and of the profit and loss of the company for the year ended on that date;

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

(d) the Directors have prepared the annual accounts on a going concern basis; and

(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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

ACKNOWLEDGEMENT

The Directors thank all the Shareholders, customers, dealers, suppliers, bankers, financial institutions and all the other business associates for their continued support to the Company and the confidence reposed in its Management. The Directors also thank the Government authorities for their understanding and co-operation. The Directors wish to record their sincere appreciation of the significant contribution made by the employees of the Company at all levels to its profitable and successful operations.

For & on behalf of the Board of Directors

Sd/- Place: New Delhi V.K. GUPTA Dated: 13th August, 2015 Chairman & Managing Director (DIN: 00036210)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 49th Annual Report together with the Audited Accounts for the year ended 31st March, 2014.

Financial Results 2013-2014

Gross Sales 11820.10

Less : Excise 1040.03

Net Sales 10780.07

Other Income 117.96

Total Income 10898.03

Total Expenditure 11278.49

Profit / (Loss) Before Exceptional Item and Tax (380.46)

Add : Exceptional Item (indicate nature) 5.19

Profit/ (Loss) Before Tax (375.27)

Less : Income Tax

Less : Deferred Tax (115.28)

Less : Adjustment of taxes for earlier years

Net Profit/(Loss) (259.99)

During the year the company has incurred a net loss of Rs. 259.99 Lac as against net loss of Rs. 280.51 Lac during previous year 2012-13, the gross turnover of the Company including other income stood at Rs. 11820.10 Lac as against Rs. 12707.52 Lac in fiscal 2012-13. Due to heavy volatility in foreign exchange market the company incurred loss of Rs. 133 Lac.

Dividend

Due to the loss in the year, the Board of Directors has not proposed any dividend for the year ending 31st March, 2014.

Outlook

The business environment for Cable Industry is showing signs of industrial and infrastructure growth. Market conditions are expected to improve gradually in near future. Your Company is one of the major players in the Indian Cable Industry has coveted experience in manufacturing of wires and cables and competent to face the challenges. The Company is continuously on the path to exploring the new markets in India and outside. Your Company expects growth in all the sectors.

Human Resources

Your company recognizes the value of committed workers at all levels as a key factor for the growth of the company. Your Company has put in place sound policies for its employees. Further, measures for training development and safety of the employees and environment awareness is the priority of the management. Employer-employee relations throughout the year remained very cordial.

Quality Policy / Certification

Your Company's Mission is 'SUCCESS OF ITS CUSTOMERS'. Your Company is always committed to provide good quality products consistently to its customers worldwide. Your Management on its part is also fully committed to further improve quality and provides all inputs and resources to achieve this goal.

Your company is certified for ISO 9001:2008 in quality.

Directors

In accordance with the provisions of the Companies Act 2013, Mr. Shyam Sunder Malhotra is liable to retire by rotation and eligible for re-appointment at the ensuing Annual General Meeting. Further the Board of Directors has appointed Smt. Shalini Gupta as an Additional Director w.e.f. August 14, 2014. Pursuant to section 161 of the Companies Act 2013, and Article 110 of the Articles Of Association of the Company, Smt. Shalini Gupta holds office upto the date of the ensuing Annual General Meeting of the company and is eligible for appointment as Director. Further as per the provisions of the Companies Act 2013, the independent directors of the company will have to be appointed by the members for a term upto five years, and no independent directors shall be liable to retire by rotation. Further Shri Mahesh Prasad Mehrotra, Shri Achintya Karati, Shri Vijay Kumar Goel And Shri Bharat Bhushan Chadha have given declaration to the company under section 149(6) of the Companies Act 2013, that they qualified the criteria of independence mentioned under the sub section. Accordingly it is proposed to appoint them as independent directors not liable to retire by rotation for a term of five years from the ensuing Annual General Meeting.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2 AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the accounts for the Financial Year ended 31st March, 2014, the applicable Accounting Standards have been followed;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

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

iv. that the Directors have prepared the accounts for the Financial Year ended 31st March, 2014 on a 'going concern' basis.

Fixed Deposits

The Company has not accepted any fixed deposits during the year as per the provisions of Section 58-A of the Companies Act, 1956, and the Rules made there- under.

Green Initiative

Your Company follows the policy and law of the Ministry of Corporate Affairs in respect of "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies under its Circular Nos. 17/2011 & 18/2011 dated April 21, 2011 and April 29, 2011 respectively, allowing the despatch of notice / documents, including Annual Reports, etc., through e-mail to its members. Similarly, the amended Listing Agreement facilitated to send soft copies of the full Annual Report, containing its Balance Sheet, Statement of Profit & Loss and Directors' Report to all those Shareholders, who have registered their email address for the purpose.

The Board has decided to approach Shareholders to obtain their latest/updated e- mail address on which Annual Report and Accounts and other documents can be sent since next financial year to save paper and cost. Your cooperation is solicited.

Reply to Observation of the Auditors

With respect to the Auditors' observation in their report dated 30th May, 2014, it is submitted that the subject note is self-explanatory.

Personnel

None of the Employee of the Company has received remuneration beyond the limits, as prescribed in Sub-section 2A of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

M/s. S.R. Dinodia & Co. LLP, Chartered Accountants, New Delhi, retire at this meeting and are eligible for reappointment. Section 139 of the Companies Act, 2013, now mandates the rotation of auditors and allows a three year transitory time for its compliance. It is accordingly proposed to appoint the retiring statutory auditors in the manner stated in the Notice of Annual General Meeting.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Information required under Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are annexed to this report as Annexure-I.

Applicability of Clause 49 of the Listing Agreement

In terms of SEBI Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 dated October 29, 2004, Clause 49 of the Listing Agreement is not applicable to the Company. Hence, Management Discussion and Analysis Report and Corporate Governance Report have not been inserted in the Annual Report.

Listing of Shares

Your company's shares are listed at Delhi Stock Exchange Association Limited (DSE) and Bombay Stock Exchange Ltd. (BSE). The listing fee in respect thereof for the year 2014-15 has already been paid to the Stock Exchanges.

Acknowledgement

Your Directors would like to express their appreciation for the valuable assistance and co-operation received from all the customers and suppliers, Central and State Government Bodies, Financial Institution and Banks, Auditors, Legal Advisors and other persons concerned with your Company. We further express our gratitude to all our employees for their committed services to the company.

Above all, your directors wish to thank the shareholders for their continued support to the management.

For & on behalf of the Board of Directors

Place: New Delhi V.K. GUPTA Dated: 14th August, 2014 Chairman & Managing Director


Mar 31, 2013

The Directors have pleasure in presenting the 48th Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

Financial Results (Rs. in Lacs)

2012-2013

Gross Sales 12707.52

Less: Excise 1093.31

Net Sales 11614.21

Other Income 67.18

Total Income 11681.39

Total Expenditure 11866.89

Profit / (Loss) Before Exceptional Item and Tax (185.50)

Add : Exceptional Item* (203.65)

ProfiV (Loss) Before Tax (389.15)

Less : Income Tax -

Less : Deferred Tax (119.95)

Less : Adjustment of taxes for earlier years 11.31

Net Profit / (Loss) (280.51)



*The above Exceptional Item includes arrears of rent of Rs.1.60 cr. payable in 18 EMIs to landlords for rented Najafgar unit as per Hon''ble High Court Order Settlement agreement dated 15.4!2013 and arrears of wages of Rs.42 lacs payable in 24 EMIs to workers as per Hon''ble Supreme Court order dated 15.3.2013(Also Refer Note no.26 of Balance Sheet).

Performance

You would see that the performance of this year is not satisfactory for various reasons, which, inspire of best efforts of the management, could not be controlled. The cabfe industry, as a whole, was subject to severe recession owing to worldwide slowdown. The Company achieved the Gross Sale of Rs. 12,707.52 lacs as compared to previous year''s Rs. 15,295.46 lacs.

The decline in turnover was mainly due to low volume of orders from power, telecom, railways, infrastructure, etc. Besides, domestic demand was also not upto me mark. Some new products like MCCB and Modular Switches were introduced in the end of the year and their impacts will be felt in the current year.

Due to jower sales realizations, the gross profit margin remained under pressure. It has ultimately resulted in a net loss of Rs.280.51 lacs as compared to the profit of Rs.181.13 lacs of the previous year. The financial cost has gone up by Rs. 12:66 lacs during the year.

The Management is making strenuous efforts to control the cost, particularly in consumption of energy, stores and spares, etc. Ongoing efforts are there to reduce the financial and administrative expenses. The efforts are also being made to increase the marketing strength so as to achieve good, orders in the current year. Nevertheless, the Company''s products have to face stiff competition.

Dividend

Due to the loss in the year, the Board of Directors has not proposed any dividend for the year ending 31st March, 2013.

Outlook

Indian Wire and Cable industry will be contributory in growth of industrial sector owing to huge investment in development of infrastructure by the government and private players. However, intense competition in markets and increasing cost of raw materials will be the challenging factors.

Your

Company has coveted experience in manufacturing of wires and cables and competent to face the challenges. The Company is exploring the new markets in India and outside. The Company expects better results in coming years under normal conditions.

Human Resources

Human resources are an integral and important part for the Company.

Your Company has put in place sound policies for its employees. Further, it took various steps to provide training and development opportunities to the employees to enhance their skills and knowledge. Employer-employee relations throughout the year remained very cordial.

Quality Policy / Certification

Your Company''s Mission is SUCCESS OF ITS CUSTOMERS'': Your Company is always committed to providetjood quality products consistently to its customers worldwide. Your Management on its part is also fully committed to further improve quality and provides all inputs and resources to achieve this goal.

Ygur company is certified for ISO9001:2008 in quality.

Directors

Mrs. Rakesh Verma had resigned as Director of the Company on 17th December, 2012.

Shri Vijay Kumar Goel and Shri A. Karati, Directors are retiring by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Shri S. S. Malhotra was appointed as an Additional Director and the Whole Time Director of the Company by the Board of Directors in their meeting held on 08th February, 2013. The Company has received a notice under section 257 of the Companies Act, 1956 proposing his appointment as a Director, liable to retirement by rotation. The proposal for his appointment as a Whole Time Director is mentioned in the notice of the Annual General Meeting for the consideration of the Shareholders. Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement it is hereby confirmed that i. in the preparation of the accounts for the Financial Year ended 31st March, 2013, the applicable Accounting Standards have been followed; ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review; iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv. that the Directors have prepared the accounts for the Financial Year ended 31st March, 2013 on a ''going concern'' basis.

Fixed Deposits

The Company has not accepted any fixed deposits during the year as per the provisions of Section 58-A of the Companies Act, 1956, and the Rules made there-under. Green initiative

Your Company follows the policy and law of the Ministry of Corporate Affairs in respect of "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies (under its Circular Nos. 17/2011 & 18/2011 dated April 21, 2011 and April 29, 2011 respectively, allowing the despatch of notice / documents, including Annual Reports, etc., through e- mau to its members. Similarly, the amended Listing Agreement facilitated to send soft copies of the full Annual Report, containing its Balance Sheet, Statement of Profit & Loss and Directors'' Report to all those Shareholders, who have registered their email address for the purpose. The Board has decided to approach Shareholders to obtain their latest/ updated e-mail address on which Annual Report and Accounts and other documents can be sent since next financial year to save paper and cost. Your cooperation is solicited. Reply to Observation of the Auditors

With respect to the Auditors'' observation in their report dated 30th May, 2013, the subject note is self-explanatory. Personnel

None of the Employee of the Company has received remuneration beyond the limits, as prescribed in Sub-section 2A of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Auditors

M/s. S.R. Dinodia & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them for the Financial Year 2013-14. M/s. S.R. Dinodia & Co., have, under Section 224 (1-B) of the Companies Act, 1956, furnished a certificate of their eligibility for re- appointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Information required under Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are annexed to this report as Annexure-I. Applicability of Clause 49 of the Listing Agreement

In terms of SEBI Circular No.SEBI/CFD/DIUCG/1/2004/12/10 dated October 29,2004, Clause 49 of the Listing Agreement is not applicable to the Company.

Hence, Management Discussion and Analysis Report and Corporate Governance Report have not been inserted in the Annual Report.

Listing of Shares

Your company''s shares are listed at Delhi Stock Exchange Association''Limited

(DSE) and Bombay Stock Exchange Ltd. (BSE). The listing fee in respect thereof for the year 2013-14 has already been paid to the Stock Exchanges.

Acknowledgement

Your Directors wish to record their warm appreciation for the valuable cooperation and support received from all the customers and suppliers, various Banks, Central and State Government Bodies, Auditors and Legal Advisors and other persons concerned with your Company. We would also like to express thanks to our Shareholders for their confidence and understanding.

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



For & on behalf of the Board of Directors

Place : New Delhi V.K. Gupta

Dated : 14th August, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure m presenting the 47th Annual Report together with the Audited Accounts for the year ended 31th March. 2012

Financial Results (Rs. in Lacs) 2011-2012

Gross Sales 15295 46

Less : Excise 1132.75

Net Sales 14162.71

Other Income 47 08

Total Income 14209.79

Total Expenditure 13949.26

Profit (Loss) Before Exceptional Item and Tax ' 260.53

Add Exceptional Item (indicate nature) 20.58

Profit Before Tax 281.11

l.ess : Income Tax 107,71

Less . Deferred Tax (13 71)

1-ess 1 Adjustment of taxes for earlier years 5 98

Net Profit / (Loss) 181.13

Performance of Company

Your Company has posted a growth of about 12% in turnover during the year. The turnover achieved is Rs 15295.46 lacs as against Rs. 13560 25 lacs during 2010-11 The growth in net profit merits your special attention It is about 85%. Your Management deserves c ompliments for such a remarkable growth under a very competitive and unfavourable economic environment due to the challenges in the Eurozone and concerns of OS economy downgrade by rating agencies. During Financial Year 2011 12. the growth of Indian GDP remained at 6 9% as compared to 8 4% in the previous year. Inflation remained at high levels during Financial Year 2011 12 and led to a tight monetary policy being adopted by the Reserve Bank of India Dividend

Your Directors are pleased to recommend a dividend of 15% i e . Re 1 50 per Equity Share of Rs 10/ each on the Paid up Equity Share Capital of the Company for the year 2011-12 as compared to Re 1.00 per Equity Share in the year 2010-11. You are requested to approve the same Earning Per Share

The Earning Per Share (EPS) of your Company for the year 2011-12 is Rs. 6 29 It is higher against Rs 3 38 per share in . the year 2010-11.

Networth of Company

Your Company's networth has increased to Rs. 2634 lacs as on 3103 2012 from Rs.2f.06 lacs as on 31 03.2011.

Outlook

Indian Wire and Cable industry will be contributory in growth . of industrial sector owing to huge investment in development of infrastructure by the government and private players. Eiowever. intense competition in markets and increasing cost of raw materials will be the challenging factors. Your Company

has coveted experience in manuiaciunng of wires and cables and competent to face the challenges. The Company is exploring the new markets in India and outside. The government has proposed huge investment in infrastructure, power and communication sectors, which may benefit the cable and wire industry. The Company expects better results in coming years under normal conditions.

Human Resources

Lluman resources are an integral and important part for the Company. Youi Company has put in place sound policies for ihe growth and progress of its employees. Further, it took . various steps to provide training and development opportunities to the employees to enhance their skills and knowledge. Employer-employee relations throughout the year remained very cordial. .

Quality Policy / Certification

Your Company's Mission is 'SUCCESS OF ITS CUSTOMERS'. Your Company is always committed to provide good quality products consistently to its customers worldwide. Your Management on its part is also fully committed to further improve quality and provides all inputs and resources to achieve this goal.

Your company is certified for ISO 9001:2008 in quality. Directors

Mr. B.B. Chadha and Mrs.Rakesh Verma. Directors of your Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board of Directors recommends the re-appointment of Mr. B.B. Chadha and Mrs Rakesh Verma.

Directors' Responsibility Statement Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the accounts for the Financial Year ended 31jl March, 2012. the applicable Accounting Standards have been followed:

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

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

iv. that the Directors have prepared the accounts for the Financial Year ended 31'1 March, 2012 on a 'going concern' basis.

Fixed Deposits

The Company has not accepted any fixed deposits during the year as per the provisions of Section 58-A of the Companies Act, 1956, and the Rules made there-under.

Green Initiative

Your Company follows the policy and law of the Ministry of Corporate Affairs in respect of “Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies under its Circular Nos. 17/2011 & 18/2011 dated April 21, 2011 and April 29, 2011 respectively, allowing the despatch of notice / documents, including Annual Reports, etc., through e-mail to its members. Similarly, the amended Listing Agreement facilitated to send soft copies of the full Annual Report, containing its Balance Sheet, Statement of Profit & Loss and Directors' Report to all those Shareholders, who have registered their email address for the purpose.

The Board has decided to approach Shareholders to obtain their latest/updated e-mail address on which Annual Report and Accounts and other documents can be sent since next financial year to save paper and cost. Your cooperation is solicited.

Reply to Observation of the Auditors

With respect to the Auditors' observation in their report dated

29th May, 2012, it is submitted that the subject note is self-

explanatory.

Personnel

None of the Employee of the Company has received remuneration beyond the limits, as prescribed in Sub-section 2A of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules. 1975.

Auditors

M/s. S.R. Dinodia & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them for the Financial Year 2012-13. M/s. S.R. Dinodia & Co., have, under Section 224 (1-B) of the Companies Act, 1956, furnished a certificate of their eligibility for re-appointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Information required under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are annexed to this report as Annexure-1.

Applicability of Clause 49 of the Listing Agreement In terms of SEBI Circular No.SEBI/CFD/DIIVCG/1/2004/12/10 dated October 29, 2004, Clause 49 of the Listing Agreement is not applicable to the Company. Hence, Management Discussion and Analysis Report and Corporate Governance Report have not been inserted in the Annual Report.

Listing of Shares -

Your company's shares are listed at Delhi Stock Exchange Association Limited (DSE) and Bombay Stock Exchange Ltd. (BSE). The listing fee in respect thereof for the year 2012-13 has already been paid to the Stock Exchanges. Acknowledgement

Your Directors wish to record their warm appreciation for the valuable cooperation and support received from all the custom-

ers and suppliers, various Banks, Central and State Government Bodies, Auditors and Legal Advisors and other persons cpn- cerned with your Company. We would also like to express thanks to our Shareholders for their confidence and understanding. '

Last but not the least, we wish to place on record our apprecia- i

tion for the sincere services rendered by the employees and our colleagues at all levels.

For & on behalf of the Board of Directors

Place : New Delhi V.K. GUPTA

Date : August 7, 2012 Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 46th Annual Report together with the Audited Accounts for the year ended 31st March, 2011.

Financial Results (Rs. in Lacs)

2010-2011

Gross Sales 13435.76

Less : Excise 988.26

Net Sales 12447.50

Other Income 153.48

Total Expenditure 12447.99

Profit / (Loss) Before Tax 152.99

Less : Provision for Income Tax 55.80

Less : Deferred Ta x Asset Charge/(Release) (3.95)

Less : Provision for Wealth Tax 0.58

Less : Adjustment of taxes for earlier years 3.13

Net Profit / (Loss) 97.43

Performance

During the year under review, your company has achieved a turnover of Rs. 13435.76 lacs as against Rs. 15096.56 lacs in the previous year. The Net Profit before taxation is Rs. 152.99 lacs as against Rs. 281.78 lacs in the previous year. The performance for the year has been effected due to market condition for the industry.

Dividend

Inspite of lower profit, your Directors are pleased to recommend 10% Equity Dividend i.e., Re. 1.00 per share on the Paid up Equity Share Capital of the Company for the year 2010-11. Total dividend (including dividend tax) will absorb Rs. 33,47,208/- out of the profits available for the year 2010-11.

Future Outlook

The world economy is gradually coming out of the global recession. During 2010-11, the Indian economy saw acceleration in the pace of its growth due to a rebound in rural income with increase in agricultural production and a good industrial and service sector growth. The GDP growth projection for 2011-2012 is in excess of 8%.

Indian Wire and Cable industry will be on growing track in financial year 2011-12. However intense competition in market place and high volatility in the prices of key raw material will be the challenges to be met. Your Company has huge experience in manufacturing of wires and cables and ready to face the challenges. The Company is making endeavour to explore new customers in infrastructure, power and communication sectors and expect batter results in ensuing year.

Human Resources

Your Company recognizes that people are its principal assets and that its continued growth is dependent upon the Company's ability to attract and retain quality people.

Management places great emphasis on training, development, safety of the employees and environmental awareness. Employer-employee relations throughout the year remained cordial.

Quality Policy / Certification

The company is always committed to provide consistent good quality products to its customers world wide. Your Management on its part is also fully committed to further improve quality and provides all inputs and resources to achieve this goal.

Your company is certified for ISO9001:2008 in quality.

Directors

Shri Vijay Kumar Goel, Director of the Company, retiring by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

Shri M.P. Mehrotra, Director of the Company, retiring by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The five years term of Shri V.K. Gupta, Chairman & Managing Director has expired on 31st May, 2011. The Board of Directors has approved his re-appointment for a period of five years w.e.f. 1st June, 2011, in their meeting held on 30th May 2011, Subject to approval of shareholders in their ensuing General Meeting and the Central Government.

Directors' Responsibility Statement Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

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

iv. that the Directors have prepared the accounts for the financial year ended 31st March 2011 on a 'going concern' basis.

Fixed Deposits

The Company has not accepted any fixed deposits during the year as per the provisions of Section 58-A of the Companies Act, 1956, and the Rules made there under, and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Reply to Observation of the Auditors

With respect to the Auditors observation in para 'f' of their report dated 30th May 2011, it is submitted that the subject note is self -explanatory.

Personnel

None of the Employee of the Company has received remuneration beyond the limits as prescribed in Sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

During the year ended 31st March 2011 total remuneration allowable to Sh. V.K. Gupta, Chairman and Managing Director of the Company was Rs 43,94,227, being Rs. 6,38,227 as normal remuneration for the period from 01.04.2010 to 30.06.2010 and Rs 37,56,000 being the remuneration as approved by the Central Government for the period from 01.07.2010 to 31.03.2011.

During the year ended 31st March 2011 total remuneration allowable to Sh. Vivek Gupta, Joint Managing Director of the Company was Rs. 33,51,233, being Rs. 8,00,566 as normal remuneration for the period from 01.04.2010 to 31.07.2010 and Rs. 25,50,667 being the remuneration as approved by the Central Government for the Period from 01.08.2010 to 31.03.2011.

The total remuneration during the year ended 31st March 2011 was paid, Rs. 25,52,908 to Sh. V.K. Gupta, Chairman and Managing Director of the Company and Rs. 24,01,700 to Sh Vivek Gupta, Joint Managing Director of the Company.

Auditors

M/s. S.R. Dinodia & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them for the Financial Year 2011-12. M/s. S.R. Dinodia & Co., have, under Section 224 (1-B) of the Companies Act, 1956, furnished a certificate of their eligibility for re-appointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed to this report as Annexure -I.

Applicability of Clause 49 of the Listing Agreement

In terms of SEBI Circular SEBI/CFD/DIL/CG/1/2004/12/10 dated October 29, 2004, Clause 49 of the Listing Agreement in not applicable to the Company, hence Management Discussion and Analysis Report and Corporate Governance Report have not been inserted in the Annual Report.

Listing of Shares

Your company's shares are listed at Delhi Stock Exchange Association Limited (DSE) and Bombay Stock Exchange Ltd. (BSE). The listing fee in respect thereof, for the year 2011-12 has already been paid to the Stock Exchanges.

Acknowledgement

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

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

For & on behalf of the Board of Directors

V.K. GUPTA Chairman & Managing Director

Place : New Delhi Date : August 8, 2011


Mar 31, 2010

The Directors have pleasure in presenting the 45th Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

Financial Results (Rs. in Lacs) 2009-2010

Gross Sales 15096.56

Less: Excise 976.21

Net Sales 14120.35

Other Income 34.26

Total Expenditure 13872.83

Profit / (Loss) Before Tax 281.78

Less : Provision for Income Tax 101.50

Less: Deferred Tax Asset Charge/(Release) (4.01)

Less : Provision for Wealth Tax 0.32

Less : Adjustment of taxes for earlier years 0.26

Net Profit /(Loss) 183.71

Performance

During the year under review, your company has achieved a turnover of Rs 15096.56 lacs as against Rs.18151.61 lacs in the previous year. During the year the management strategy was to focus on profitable business and the company has not participated in the lower margin business. Due to adverse market conditions,turnover has declined by 16.83%, butyour company has managed to improve operational profit to Rs. 281.78 lacs as against Rs. 56.81 lacs in the previous year. The Net Profit after tax for the year has marginally increased to Rs. 183.71 lacs against Rs. 174.98 lacs in the previous year.

Dividend

Your Directors are pleased to recommend 10% Equity Dividend i.e., Re. 1.00 per share on the Paid up Equity Share Capital of the Company for the year 2009-10. Total dividend (including dividend tax) will absorb Rs. 33,69,456/- out of the profits available for the year 2009-10.

Future Outlook

During the year 2009-10 the Indian Economy witnessed recovery from the global slowdown with strong domestic consumption and demand. Indian Cable and Wire industry playing a major role in infrastructure, power and communication sectors is expected to grow at appx. 10% annum. However, due to intense competition and volatility of input costs, the margin in cable and wire products is likely to be reduced further. However, your company with an experience of 50 years in the industry and a trusted name for high quality products is fully prepared to face the future challenges. Your directors are committed to strive for achieving better performance in the current financial year.

Human Resources

The company recognise the value of committed workers at all levels as a key factor for the growth of the company. Measures for training, development, safety of the employees and environmental awareness received the top priority of the Management. Employer-employee relations throughout the year remained cordial.

Quality Policy / Certification

The comyany is always committed to provide consistent good quality products to its customers world wide. Your Management on its part is also fully committed to further improve quality and provides all inputs and resources to achieve this goal.

Your company is certified for ISO9001:2008 in quality. Directors

Shri S.S. Malhotra Director of the Company retiring by rotation at the ensuing Annual General Meeting expressed his inability for reappointment. Your Directors place on record the valuable contribution made by him during his tenure.

Shri A. Karati, Directors of the Company, retiring by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

Mrs Rakesh Verma has been appointed as an Additional Director of the Company w.e.f.l3lh August, 2010 to hold office upto the date of the ensuing Annual General Meeting and being eligible for appointment at the ensuing Annual General Meeting.

The five years term of Shri Vivek Gupta, Joint Managing Director is expiring on 3 lsl July, 2010. The Board of Directors has recommended his re-appointment for a period of five years w.e.f. 1st August, 2010. The matter is being put up before the members of the company at the ensuing Annual General Meeting for their approval.

The Board of Directors in their meeting held on 13lh August, 2010 resolved to appoint Mrs Rakesh Verma as Whole Time Director w.e.f. 01.10.2010. The matter is being put up before the members of the company at the ensuing Annual General Meeting for their approval.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the accounts for the financial year ended 31s March 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

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

iv. that the Directors have prepared the accounts for the financial year ended 31s1 March 2010 on a going concern basis.

Fixed Deposits

The Company has not accepted any fixed deposits during the year as per the provisions of Section 58-A of the Companies Act, 1956, and the Rules made there under, and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Reply to Observation of the Auditors

The Auditors in their report, have drawn attention to note No. B-2 of Schedule 17 to the Balance Sheet of the Company regarding the Opinion on the Recoverability. In this reference the management stated that there is one case pending before the Honble High Court. In other matters, the company has filed criminal complaints for recovery of amount of bounced cheques under section 138 of Negotiable Instruments Act.

The company is following the process of recovery of the amount from the parties in above cases. Management considers these debts good for recovery.

Personnel

The information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 forms part of this report as Annexure-I.

Auditors

M/s. S.R. Dinodia & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them for the Financial year 2010-11. M/s. S.R. Dinodia & Co., have, under Section 224 (1-B) of the Companies Act, 1956, furnished a certificate of their eligibility for re-appointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Information required under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed to this report as Annexure -II.

Listing of Shares

Your companys shares are listed at Delhi Stock Exchange Association Limited (DSE) and Bombay Stock Exchange Ltd. (BSE). The listing fee in respect thereof, for the year 2010-11 has already been paid to the Stock Exchanges.

Acknowledgement

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

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

For & on behalf of the Board of Directors

Place: New Delhi V.K. GUPTA

Dated: August 13,2010 Chairman & Managing Director

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