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Directors Report of G R Cables Ltd.

Mar 31, 2015

The Directors are pleased to present the 24th Annual Report along with the audited accounts of your Company for the financial year ended March 31, 2015.

The financial highlight is depicted below: (Rs, In Lakhs)

Particulars 2014-15 2013-14

Gross Income 6.82 12.44

Profit Before Interest and Depreciation (19.43) (20.00) Finance Charges 0.00 0.01

Operating Profit/Loss before Depreciation (19.43) (20.01)

Depreciation 8.43 10.01

Profit/Loss for the year (27.86) (30.02)

Review of Operations

During the year under review, your company could not achieve any significant turnover as operations could not be carried due to lack of working capital facilities from the banks and could achieve a turnover of Rs, 06.82 Lakhs for the year ended 31.03.2015 as against Rs, 12.44 Lakhs for the previous year ended 31.03.2014. The company incurred an loss of Rs, 19.43 Lakhs as against an loss of Rs, 20.01 Lakhs in the previous year.

Future Outlook

The management is exploring various options to raise the required funds to make the company operational.

Change in the nature of business

During the year the company has not changed its Business.

Material Changes and Commitments

No material changes and commitments have occurred between the end of financial year of the company and the date of this report affecting the financial position of the company as at March 31, 2015.

Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Company's operations in future

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

Dividend

In view of accumulated losses, your Directors have not recommended any dividend on Equity Shares for the year under review.

Transfers to Reserves

Your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

Share Capital:

Authorized Share Capital: During the year under review, there was no change in authorized share capital of the Company. Authorized share capital of the company as on March 31, 2015 was Rs, 34,00,00,000, comprising of 3,40,00,000 equity shares of Rs, 10 each.

Paid-up Share Capital: During the year under review, there was no change in paid up share capital of the Company. Paid up share capital of the company as on March 31, 2015 was Rs, 28,89,48,610, comprising of 2,88,94,861 equity shares of Rs, 10 each.

Buy Back of Securities: The Company has not bought back any of its securities during the year under review.

Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

Sonus Shares: The Company has not issued any bonus shares during the year under review.

Employees Stock Option: The Company has not provided any Stock Option Scheme to the employees.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

Particulars of Loans, Guarantees or Investments

During the financial year 2014-15 the Company neither has, directly or indirectly, given any loan to its Directors nor extended any guarantee or provided any security in connection with any loan taken by them. Further, the Company has neither given any inter-corporate loan / advance nor made any investments in other companies.

Directors and Key Managerial Personnel

In accordance with the Companies Act, 2013 and the Articles of Association of the Company Mr. G.V.B.R. Reddy, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer him-self for re-appointment.

Mr. G.V.B.R.Reddy was appointed as Whole-time Director in their Board Meeting held on August 14, 2015, and approval of members will be taken in the Annual general meeting held on 30.09.2015.

Mr. A.Ranganayakulu was appointed by the Board in its Meeting held on October 30, 2014. Dr. S.R.Govinda Rajan, Mr. P.Ramesh Babu and Mr. A.Ranganayakulu Non- Executive Independent Directors of the company are re-appointed as Independent Directors of the Company in the ensuing Annual General meeting in accordance with Section 149 of the Companies Act, 2013 and clause 49 of the listing agreement for a period of five years. The profiles of the reappointed directors are mentioned elsewhere in the report.

Mr. Ch.Renuuka Rao was appointed as Chief Financial Officer of the Company.

Declaration by Independent Directors

The Independent Directors of the Company have submitted their declarations as required under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as per sub-section (6) of Section 149 of the Act.

Familiarization programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

Independent Directors' Meeting

The Independent Directors met on 14.02.2015, without the attendance of Non- independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Directors Responsibility Statement

The Directors' Responsibility Statement referred to in Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, shall state that-

(i) In the preparation of the accounts for the period ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the year and of the profit and 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, 2013 for safeguarding the assets of the company and for preventing fraud and other irregularities.

(iv) The Directors have prepared the accounts for the period ended 31st March 2015 on a "going concern" basis.

(v) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Meetings of the Board

During the year 4 (Four) Board Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

Remuneration Policy

In compliance to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Nomination and Remuneration Committee has recommended to the Board a Nomination and Remuneration policy with respect to appointment / nomination and remuneration payable for the Directors, Key Managerial Personnel and senior level employees of the Company. The details of policy provided in the Corporate Governance Report which forms part of this Report.

Management Discussion and Analysis

A report on Management Discussion & Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is provided in a separate section forming part of this Annual Report and is enclosed as Annexure -1.

Extract of Annual Return

In accordance with the provisions of Section 134(3(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT-9 is appended as Annexure - II to the Board's Report.

Auditors & Auditors' Report:

M/s. Srinivas P & Associates, Chartered Accountants (Firm Registration No. 006987S), the Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Company has received letter from M/s. Srinivas P & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made there under and that they are not disqualified for such appointment.

Your Directors recommend the re-appointment of M/s. Srinivas P & Associates, Chartered Accountants, as Statutory Auditors of the Company to hold office for a period of three (3) years i.e. from the conclusion of this Annual General Meeting (AGM) till the conclusion of 27th AGM of the Company to be held in the calendar year 2018.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their reports

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

Cost Audit

In terms of the provisions of Section 148 of the Companies Act, 2013, read with Rule 3 & 4 of The Companies (Cost Record and Audit) Rules, 2014 and all other applicable provisions of the Companies Act, 2013, the Cost Audit is not applicable to the Company.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed M/s. B S S & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2014-2015 is annexed, which forms part of this report as Annexure - III.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditor in their reports

The Secretarial Auditor's Report contains the qualifications, reservation or adverse remarks pertaining to non compliance of Section 203 of the Companies Act, 2013 in respect of appointment of Company Secretary as Key Managerial Person and delay in appointing Independent director/ pending of forms to be filed with Registrar of Companies and Stock Exchange. The Board has made utmost effort for appointment of the Company Secretary as Key Managerial Person but has not been able to appoint a Company secretary due to lack of suitability of the candidate to the profile of the Company in terms of Job profile and remuneration. Company is in the process of filing various e-forms/reports/documents with Registrar of Companies and stock exchange.

Internal Financial control system and their adequacy:

The Company has a well-established system of internal control in operations which complies with the relevant provisions of 'Internal Control' under the Company's Auditor's Report Order 2003 and as prescribed under revised Clause 49 of the Listing Agreement with Stock Exchanges. Internal Audit department put in place and adequate controls are continuously reviewed and risks of inaccurate financial reporting and fraud, if any, are dealt with immediately and eliminated. The status of implementation of recommended solutions are regularly reviewed and presented to the Audit Committee of the Board.

Risk Management

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

Vigil Mechanism /Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board has adopted Whistle Blower Policy. This policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. The policy also provided adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

Your Company hereby affirms that during the year no Director / employee have been denied access to the Chairman of the Audit Committee and that no complaints were received.

Remuneration ratio of the Directors/Key Managerial Personnel (KMP)/Employees:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report since the company is not paying any remuneration to the Managing Directors, Whole time directors and other independent directors during the year.

There are no employees whose particulars need to be furnished pursuant to Rule 5(2) The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Corporate Social Responsibility (CSR) Initiatives:

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company ie. (a) networth of the Company to be Rs, 500 crore or more; or (b) turnover of the company to be Rs, 1,000 crore or more; or (c) net profit of the company to be Rs, 5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of section 135 are not applicable to the Company.

Information on Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and outgo

Pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 3 of Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is appended hereto as Annexure - V and forms part of the Board's Report.

Corporate Governance

A separate report on Corporate Governance Report as stipulated by Clause 49 of the Listing Agreement forms part of this Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Composition of Audit Committee

The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

Particulars of Contracts & Arrangements with Related Parties

There were no materially significant transactions with Related Parties during the financial year 2014-15

Company's Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace

The Company prohibits any form of sexual harassment and any such incidence is immediately investigated and appropriate action taken in the matter against the offending employee(s) based on the nature and the seriousness of the offence. The Company has a policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace (the Policy) and matters connected therewith or incidental thereto covering all the aspects as contained under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" notified by the Government of India vide Gazette Notification dated 23rd April, 2013. There was no case of sexual harassment reported during the year under review.

Depository system

As the Members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company's shares on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE769B01010.

Human Resources

The company believes that the quality of its employees is the key to its success in the long run and is committed to provide necessary human resource development and training opportunity to equip them with skills, which would enable them to adapt contemporary technological advances.

Acknowledgements

Your Directors are grateful to the large number of shareholders of the Company, the Government of India, Customers and bankers including vendors, suppliers, stake holders and the dedicated employees of the company for their continued cooperation, assistance and support to the company.

For and on behalf of the Board of Directors of

G.R.Cables Limited

Place: Hyderabad G.R. Reddy G.V.B.R.Reddy

Date : 14.08.2015 Managing Director Whole-time Director


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Twenty Second Annual Report and Audited Statements of accounts of the Company for the year ended 31st March 2013

FINANCIAL RESULTS (Rs. in Lakhs) For the Year For the Year ITEM Ended 31.03.13 Ended 31.03.12 (12 months) (12 months)

Sales & Other Income 8.64 9.71

Profit/Loss before interest & Depreciation (19.47) (19.63)

Interest 0.048 0.04

Operating Profit/Loss before Depreciation (19.52) (19.67)

Depreciation 145.37 145.60

Profit/Loss for the year (164.89) (165.27)

REVIEW OF OPERATIONS.

During the year under review, your company could not achieve any significant turnover as operations could not be carried due to lack of working capital facilities from the banks and could achieve a turnover of Rs. 8.64 Lakhs for the year ended 31.035013 as against Rs.9.71 Lakhs for the previous year ended 31.03.2012.The company incurred an loss of Rs.19.52 Lakhs as against an loss of Rs. 19.67 Lakhs in the previous year.

A detail analysis of future outlook and financial performance of the company is given in the management and analysis report which is elsewhere given in this report

PUBLIC DEPOSITS

The company has not accepted any Deposit from pubiic within the meaning of Section 58-A of the Companies Act, 1956 and Rules made there under.

CONSOLIDATED FINACIAL STATAEMENTS

As prescribed by Accounting Standarrds-21 issued by the Institute of Charted Accountants of India the Audited Consolidated Financial Statements are annexed

DIRECTORS

In accordance with the Section 256 of the Companies Act, 1956 read with the Article 102 of he Articles of Association of the Company Sri G.V.B.R Reddy, Executive Director and Sri.P. Ramesh Babu, Director of the company retires by rotation at the ensuing Annual General Meeting and beingeftgible, offer him-self for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that

(i) In the preparation of the accounts for the period ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the year and of the profit and Loss of the company for the year under review.

(iii) The Directors have taken proper and sufficientcare 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 fraud and other irregularities.

(iv) The Directors have prepared the accounts for the period ended31stMarch 2013 on a "going concern" basis.

AUDITORS

M/s. Srinivas P & Associates, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. Who have signfied their wllingness to accept appointment and have further confirmed their eligibility under Section 224 (l-B)of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to the Clause 49 of the Listing Agreement with Stock Exchange, the Management Discussion and Analysis Report, Reports Corporate Governance and Auditors Certificate regarding the Compliance of conditions of the Corporate Governance are made part of this Annual Report.

PARTICULARS OFTECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(i) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given by way of an Annexure-1 which forms part of this Report.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to the furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the relevant rules

acknoWLedgments

Your Directors are grateful to the large number of shareholders of the Company, the Government of India, the Bharat Sanchar Nigam Limited, our main customer, mtnl, NPDCL, EPDGL, CPDCL, SPDC and Transco, Government of Andhra pport, guid Bank of the company for their continued cooperation, assistance and support to the company.



FOR AND BEHALF OF THE BOARD

For G.R.Cables Limited

Place:Hyderabadd G.R.REDDY)

Date: 12.07.2013 Chairman & Managing Director


Mar 31, 2011

The Members,

The Directors have pleasure in presenting the Nineteenth Annual Report and Audited Statements of accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS (Rs.in Lakhs)

For the Year For the Period ITEM Ended 31.03.11 Ended 31.03.10 (12 months) (6 months)

Sales & Other Income 5.99 14.46

Profit/Loss before interest, (183.56) (34.86) Depreciation & Exceptional items

Interest 3.48 26.42

Operating Profit/(Loss) before

Depreciation & Exceptional items (187.04) (61.28)

Depreciation 148.64 67.70

Exceptional Items Cr / (Dr) 161.04 (3.93)

Profit/(Loss) for the year (174.64) (132.91)

REVIEW OF OPERATIONS

During the year under review, your company could not achieve significant turnover as operations could not be carried due to lack of working Capital facilities from the banks and could achieve a turnover of Rs 5.99 Lakhs for the year ended 31.03.2011 as against Rs. 14.46 Lakhs for previous year ended 31.03.2010. The Company incurred an operating loss of Rs.187.04 lacs against an operating loss of Rs.61.28 lacs for the previous year.

A detail analysis of future outlook and financial performance of the company is given in the management and analysis report which is elsewhere given in this report.

PUBLIC DEPOSITS

The company has not accepted any Deposit from public within the meaning of Section 58-A of the Companies Act, 1956 and Rules made there under.

DIRECTORS

In accordance with the Section 256 of the Companies Act, 1956 read with the Article 102 of the Articles of Association of the Company Sri G V B R Reddy, Executive Director and Sri.P.Ramesh Babu Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer him-self for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that

(i) In the preparation of the accounts for the year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the year and of the profit and 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 fraud and other irregularities.

(iv) The Directors have prepared the accounts for the year ended 31 st March 2011 on a "going concern" basis.

AUDITORS

M/s. Srinivas P & Associates, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. Who have signified their willingness to accept appointment and have further confirmed their eligibility under Section 224 (1-B) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to the Clause 49 of the Listing Agreement with Stock Exchange, the Management Discussion and Analysis Report, Report on Corporate Governance and Auditors Certificate regarding the Compliance of conditions of the Corporate Governance are made part of this Annual Report.

PARTICULARS OF TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(i) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given by way of an Annexure-1 which forms part of this Report.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to the furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the relevant rules thereunder.

ACKNOWLEDGMENTS

Your Directors are grateful to the large number of shareholders of the Company, the Government of India, the Bhart Snachar Nigam Limited, our maincustomer, MTNL,PDCL, EPDCL, CPDCL,SPDC and Transco, Government of Andhra Pradesh, Bank of Baroda, State Bank of Hyderabad, State Bank of Travancore for their support, guidance and help. It thanks the vendors, suppliers, stake holders and the dedicated employees of the company for their continued cooperation, assistance and support to the company.

FOR AND ON BEHALF OF THE BOARD For GR. Cables Limited

(GR.REDDY) hairman & Managing Director

Place: Hyderabad , Date : 05.09.2011


Mar 31, 2010

The Directors have pleasure in presenting the Nineteenth Annual Report and Audited Statements of accounts of the Company for the period ended 31st March 2010

FINANCIAL RESULTS (Rs.in Lakhs)

For the Period For the Year ITEM Ended 31.03.10 Ended 30.09.09 (6 months) (12 months)

Sales & Other Income 14.46 15.72

Profit/Loss before interest, Depreciation & Exceptional items (13.59) (87.31)

Interest 26.42 61.27

Operating Profit/Loss before Depreciations Exceptional items (40.01) (148.58)

Depreciation & ammortisation 67.70 164.97

Exceptional Items 21.26 622.55

Profit/Loss for the year (128.98) (936.10)

REVIEW OF OPERATIONS

Your company closed annual accounts on 31.03.2010 for the year 2009-10 for six months period in order to maintain the uniformity with financial year closing.

During the period under review, your company could not achieve the significant turnover as operations could not carried due to lack of working Capital facilities from the banks and made a little turnover of Rs 14.46 Lakhs as against Rs. 15.72 Lakhs for the previous year ended 30.09.2009.lt made a Loss of Rs.128.98 Lakhs as against loss of Rs 936.10 Lakhs in the previous year.

A detail analysis of future outlook and financial performance of the company is given in the management and analysis report which is elsewhere given in this report.

PUBLIC DEPOSITS

The company has not accepted any Deposit from public within the meaning of Section 58-A of the Companies Act, 1956 and Rules made thereunder.

DIRECTORS

During the period under review, Mr. Y J Venkat Rao, resigned as s director of the Company w.e.f 12.03.2010

In accordance with the Section 256 of the Companies Act, 1956 read with the Article 102 of the Articles of Association of the Company Sri G.R Reddy, Managing director and Dr.S R Govinda Rajan, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer him-self for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that

(i) In the preparation of the accounts for the period ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the year and of the profit and 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 fraud and other irregularities.

(iv) The Directors have prepared the accounts for the period ended 31 st March 2010 on a "going concern" basis.

AUDITORS

M/s. Srinivas P and Associates, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. Who have signified their willingness to accept appointment and have further confirmed their eligibility under Section 224 (1-B) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to the Clause 49 of the Listing Agreement with Stock Exchange, the Management Discussion and Analysis Report, Report on Corporate Governance and Auditors Certificate regarding the Compliance of conditions of the Corporate Governance are made part of this Annual Report.

PARTICULARS OFTECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(i) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given by way of an Annexure-1 which forms part of this Report.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to the furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the relevant rules thereunder.

ACKNOWLEDGMENTS

Your Directors are grateful to the shareholders of the Company, the Government of India, Customers, Bankers, Employees and other stake holders for their continued support to the Company.

FOR AND ON BEHALF OF THE BOARD For G.R. Cables Limited

Place: Hyderabad (G.R.REDDY)

Date : 03.12.2010 Chairman & Managing Director


Sep 30, 2009

The Directors have pleasure in presenting the Eighteenth Annual Report and Audited Statements of accounts crfihe Company for the year ended 30th September 2009

FINANCIAL RESULTS (Rs.in Lakhs) For the Year For the Period ITEM Ended 30.09.09 Ended 30.09.08 (12months) (12 months)

Sales & Other Income 15.72 221.65

Profit/Loss before Interest, Dep & Exceptional Items (87.31) (70.85)

Interest 61.27 67.38

Profit/Loss before Dep & Exceptional Items (148.58) (138.23)

Depreciation and ammortisations 164.97 188.52

Profit/Loss (313.55) (326.75)

Exceptional Items 622.55 376.26

Profit/Loss for the year (936.10) (703.01)



REVIEW OF OPERATIONS

During the year under review the Company could not achieve satisfactory operations due to paucity of working capital. The Company achieved a turnover of Rs. 15.72 lakhs as against Rs. 221.65 lakhs for the previous year and posted a net loss of Rs. 936.10 lakhs as against Rs. 703.01 lakhs for the previous year.

A detail analysis of future outlook and financial performance of the company is given in the management and analysis report which is elsewhere given in this report.

PUBLIC DEPOSITS

The company has not accepted any Deposit from public within the meaning of Section 58-A of the Companies Act 1956 and Rules made thereunder.

DIRECTORS

in accordance with the Section 256 of the Companies Act, 1956 read with the Article 102 of the Articles of Association of the Company Sri G.V.B.R Reddy, Executive director and Sri P.Ramesh babu, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer him-self for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that

(i) In the preparation of the accounts for the year ended 30th September 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the year and of the profit and 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 fraud and other irregularities.

(iv) The Directors have prepared the accounts for the year ended 30th September 2009 on a "going concern" basis.

AUDITORS

M/s. Srinivas P & Associates, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. Who have signified their willingness to accept appointment and have further confirmed their eligibility under Section 224 (1 -B) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to the Clause 49 of the Listing Agreement with Stock Exchange, the Management Discussion and Analysis Report, Report on Corporate Governance and Auditors Certificate regarding the Compliance of conditions of the Corporate Governance are made part of this Annual Report.

PARTICULARSOFTECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(i) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given by way of an Annexure-1 which forms part of this Report.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to the furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the relevant rules thereunder.

ACKNOWLEDGMENTS

Your Directors are grateful to the shareholders of the Company, the Government of India, Customers, Bankers, Employees and other stake holders for their continued support to the Company.

FOR AND ON BEHALF OF THE BOARD For G.R. Cables Limited Place : Hyderabad (GLR.REDDY) Date : 04.12.2009 Chairman & Managing Director

 
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