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Directors Report of Rishabhdev Technocable Ltd.

Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting the 20th Annual Report on the business and operations of the Company for the year ended 31-03-2014 together with the audited accounts for the year ended 31-03-2014.

FINANCIAL RESULTS: (Rs. In Lacs)

PARTICULARS 2013-14 2012-13

Gross Turnover (Net of Excise) 11,515.02 10,272.37

Other Income 3.35 11.69

Net Profit 221.64 402.38

Less: Depreciation 213.48 222.11

Profit/Loss before Tax 8.16 180.27

Provision for Tax 1.50 38.58

Prior Period Adjustment - -

Profit/Loss after Tax 6.66 141.69

Proposed Dividend - -

Dividend Distribution Tax - -

Deferred Tax Liability 160.99 -

Amount brought forward from last year''s account 1,162.76 1,021.07

MAT Credit Benefit - -

Balance carried to Balance Sheet 1008.43 1,162.76

DIVIDEND

In view of inadequacy of profit for the year under review, your Directors do not recommend dividend on the Equity Shares for the year under Review.

REVIEW OF OPERATIONS

The turnover for the financial year 2013-2014 is Rs. 11515.02 Lacs against Rs. 10,272.37 Lacs for the financial year 2012-2013.

DIRECTORS

In accordance with the provision of the Companies Act, 2013 and the Articles of the Company, Mr. Umashankar Manikrao Singh and Mr. Amalaprasad Parasnath Mishra, are be and is hereby appointed as an Independent Director of the Company with effect from 30th September, 2014 up to 29th September, 2019.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Director''s confirm that:

1. In preparation of annual accounts applicable Accounting Standards have been followed with proper explanation relating to material departures.

2. That Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March 2014 and of the profit or loss of the company for that period.

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The directors had prepared the annual accounts on a going concern basis for the Financial Year ended 31st March, 2014.

AUDIT COMMITTEE

The composition of Audit Committee is as given in the Report on Corporate Governance

SHAREHOLDERS''/INVESTOR GRIEVANCE COMMITTEE

The composition of Shareholders''/Investor Grievance Committee is as given in the Report on Corporate Governance

REMUNERATION COMMITTEE

The composition of Remuneration Committee is as given in the Report on Corporate Governance

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 if the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report and Corporate Governance Report are made as a part of this Annual Report.

SAFETY, HEALTH AND ENVIRONMENT

Sustained and meticulous efforts continue to be exercised by the Company at all plants of the Company, towards greener production and environment conservation. The Company perseveres in its efforts to indoctrinate safe and environmentally accountable behavior in every employee, as well as venders, by rigid compulsory annual training and refresher courses, as well as frequent awareness programs, Mock drills of emergency preparedness are regularly conducted at all the plants showing Company''s commitment toward safety, not only of its own men and plants, but also of the society at large.

Safety records, at all plants showed considerable improvement and accident statistics showed downward trend. This was made possible by strict adherence to laid down procedures and following of international guidelines, involvement of workers in all safety matters has been encouraged by their participation in shop floor safety meeting.

The health of employees and the environment in and around the plant area have been given due care and attention. The Company continued to comply with the prescribed industrial safety environment protection and pollution control regulation at its production plant, through periodic checks of the system involved and constant monitoring to meet the standards set by the pollution control authorities etc.

INDUSTRIAL RELATIONS & HUMAN RESOURCES MANAGEMENT

The Company recognizes that in a people-intensive business, major gains can be scored in the area productivity management. In view of this, the Company strengthened its people management through performance-linked incentives, amenities, training, multi-skilling and career path identification.

The Company is of firm belief that good human Resource Management would ensure success though high performance HR strategy and plans of the company are deeply imbedded with the organizational goal is set to increase the production capacity of the various plants and rationalize the manpower through scientific study. All the operational goals of the top management emanate from the business plan. The goal of Chairman is shared with his subordinates who in turn share their goal with their respective subordinates and so on. Regular visits by HR team are being made to all plants to meet the employees and also interaction meeting are conducted to get their feedback, based on which HR polices are improved continuously. The process has resulted in better employees'' relationship.

The Company lays due emphasis on all round development of its human resource. Hence training of the employees is aimed at systemic development of knowledge, skill, aptitude and team work. Training is designed for the development of personal skills necessary for the performance of the present job and to prepare them for future growth. Individual development is given top priority to groom high caliber manpower.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this Report.

EMPLOYEES

None of the employees drew remuneration of Rs. 60,00,000/- or more per annum Rs. 5,00,000/- or more per month during the year under review. This information is furnished as required under Section 217 (2A) of Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

FIXED DEPOSITS:

The Company has not invited/received any fixed deposits from the public during the year under Report.

INSURANCE:

The properties, stock, assets of your Company are adequately insured.

AUDITORS

M/s DMKH & Co. Chartered Accountants, Statutory Auditors of the Company, holds office to hold office for a period of Three years from F.Y.2014-2015 Annual General Meeting to the Conclusion of F.Y.2016-201 7 Annual General Meeting of the Company and fix their remuneration and is eligible for reappointment. The Company has received a letter from M/s. DMKH & Co. Chartered Accountants to the effect that their reappointment as Auditors, if made, would be within the limits under Section 139 of the Companies Act, 2013.

AUDITORS, REPORT AND NOTES TO ACCOUNTS

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observation appearing in the Auditors'' Report, including the Sub-Judice matter are self-explanatory and do not call for any further explanation/clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

EMPLOYEE RELATIONS

The management employee relations continue to be cordial the Board is committed to strengthen the same and to work towards ensuring health, safety, welfare and a healthy working environment for its employees.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the assistance and support extended by Bankers, Consultants, Customers, Suppliers, Service Providers, Government Department, Solicitors, Shareholders and Employees of the Company.

For and on Behalf of the Board of Directors For Rishabhdev Technocable Limited

-sd- Sunil B. Golchha Chairman & Managing Director DIN : 00318899

Date : 30.05.2014 Place : Mumbai


Mar 31, 2012

The Directors have the pleasure in presenting the 18th Annual Report on the business and operations of the Company for the year ended 31-03-2012 together with the audited accounts for the year ended 31-03-2012.

FINANCIAL RESULTS: (Rs. In Lacs)

PARTICULARS 2011-2012 2010-2011

Gross Turnover (Net of Excise) 9248.67 7209.02

Other Income 30.83 70.39

Net Profit 386.15 229.79

Less: Depreciation 154.16 141.63

Profit/Loss before Tax 231.99 88.15

Provision for Tax 47.50 20.00

Prior Period Adjustment - 4.20

Profit/Loss after Tax 164.15 (40.22)

Proposed Dividend - -

Dividend Distribution Tax - -

Deferred Tax Liability 20.35 104.16

Amount brought forward from last year's account 856.93 897.14

MAT Credit Benefit - -

Balance carried to Balance Sheet 1021.07 856.92

DIVIDEND

In view of inadequacy of profit for the year under review, your Directors do not recommend dividend on the Equity Shares for the year under Review.

REVIEW OF OPERATIONS

The turnover for the financial year 2011-2012 was 9248.67 against Rs. 7209.02 for the financial year 2010-2011.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and the Articles of the Company, Shri Umashanker M. Singh, Director of the Company are due for retiring by rotation and being at the forthcoming Annual General Meeting, and being eligible, have offered themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Director's confirm that:

1. In preparation of annual accounts applicable Accounting Standards have been followed with proper explanation relating to material departures.

2. That Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March 2012 and of the profit or loss of the company for that period.

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The directors had prepared the annual accounts on a going concern basis for the Financial Year ended 31st March, 2012.

AUDIT COMMITTEE

The composition of Audit Committee is as given in the Report on Corporate Governance

SHAREHOLDERS'/INVESTOR GRIEVANCE COMMITTEE

The composition of Shareholders'/Investor Grievance Committee is as given in the Report on Corporate Governance REMUNERATION COMMITTEE

The composition of Remuneration Committee is as given in the Report on Corporate Governance

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 if the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report and Corporate Governance Report are made as a part of this Annual Report.

SAFETY, HEALTH AND ENVIRONEMENT

Sustained and meticulous efforts continue to be exercised by the Company at all plants of the Company, towards greener production and environment conservation. The Company perseveres in its efforts to indoctrinate safe and environmentally accountable behavior in every employee, as well as venders, by rigid compulsory annual training and refresher courses, as well as frequent awareness programs, Mock drills of emergency preparedness are regularly conducted at all the plants showing Company's commitment toward safety, not only of its own men and plants, but also of the society at large.

Safety records, at all plants showed considerable improvement and accident statistics showed downward trend. This was made possible by strict adherence to laid down procedures and following of international guidelines, involvement of workers in all safety matters has been encouraged by their participation in shop floor safety meeting.

The health of employees and the environment in and around the plant area have been given due care and attention. The Company continued to comply with the prescribed industrial safety environment protection and pollution control regulation at its production plant, through periodic checks of the system involved and constant monitoring to meet the standards set by the pollution control authorities etc.

INDUSTRIAL REALATIONS & HUMAN RESOURCES MANAGEMENT

The Company recognizes that in a people-intensive business, major gains can be scored in the area productivity management. In view of this, the Company strengthened its people management through performance-linked incentives, amenities, training, multi-skilling and career path identification.

The Company is of firm belief that good human Resource Management would ensure success though high performance HR strategy and plans of the company are deeply imbedded with the organizational goal is set to increase the production capacity of the various plants and rationalize the manpower through scientific study. All the operational goals of the top management emanate from the business plan. The goal of Chairman is shared with his subordinates who in turn share their goal with their respective subordinates and so on. Regular visits by HR team are being made to all plants to meet the employees and also interaction meeting are conducted to get their feedback, based on which HR polices are improved continuously. The process has resulted in better employees' relationship.

The Company lays due emphasis on all round development of its human resource. Hence training of the employees is aimed at systemic development of knowledge, skill, aptitude and team work. Training is designed for the development of personal skills necessary for the performance of the present job and to prepare them for future growth. Individual development is given top priority to groom high caliber manpower.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this Report.

EMPLOYEES

None of the employees drew remuneration of Rs. 60,00,000/- or more per annum Rs 5,00,000/- or more per month during the year under review. This information is furnished as required under Section 217 (2A) of Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

FIXED DEPOSITS:

The Company has not invited/received any fixed deposits from the public during the year under Report.

INSURANCE:

The properties, stock, assets of your Company are adequately insured.

AUDITORS

M/s DMKH & Co. Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. The Company has received a letter from M/s. DMKH & Co. Chartered Accountants to the effect that their reappointment as Auditors, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956.

AUDITORS, REPORT AND NOTES TO ACCOUNTS

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observation appearing in the Auditors' Report, including the Sub-Judice matter are self-explanatory and do not call for any further explanation/clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

EMPLOYEE RELATIONS

The management employee relations continue to be cordial the Board is committed to strengthen the same and to work towards ensuring health, safety, welfare and a healthy working environment for its employees.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the assistance and support extended by Bankers, Consultants, Solicitors, Shareholders and Employees of the Company.

For and on Behalf of the Board of Directors

For Rishabhdev Technocable Limited

Sd/-

Sunil B. Golchha

Chairman & Managing Director

Date: 20.06.2012

Place: Mumbai

 
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