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Rishabhdev Technocable Ltd. Company History and Annual Growth Details

Our Company was incorporated as Rishabhdev Technocable Limited on
November 24, 1994 under the Companies Act, 1956 with its registered office
at 9, R.N.P House, Azad Road, Gundavli, Andheri (East), Mumbai- 400069,
under the guidance and supervision of Shri Bhanwar Lal Golchha, Shri Sunil
Golchha and Shri Kamal Chand Golchha being the Promoters of our Company.
The main business of our Company, at the time of incorporation, was trading in
various types of cables namely electrical cables, instrumentation cables,
process control cables and specialty custom made wires and cables.

In June 1997, our Company made an initial public offering of its shares and was
listed on the Pune Stock Exchange Limited ('PSE') and the Jaipur Stock
Exchange Limited ('JSE').

Our Company received Rs. 262.57 lacs after the completion of the IPO in the
FY 1997-98. However, by the time the IPO was completed, the Indian economy
had slowed down and also due to lack of business opportunities, our Company
was unable to set-up the manufacturing facility as contemplated. Therefore, during
Financial Year 2001-02, our Company sold some of its Fixed Assets (Capital Work
in Progress) for a consideration of Rs. 80.32 lacs and utilized Rs 37.53 lacs towards
of acquisition of shares in Komet Wire Industries Private Limited ('KWIPL'), which
was engaged in manufacturing of cables, thus giving us a foothold in manufacturing.

On July 25, 2002 our Company acquired 27,500 equity shares of Komet Wire
Industries Private Limited, (aggregating to 55% of paid up equity share capital thereof)
having its manufacturing facilities at 731/1, 730/1 and 730/4 Vapi Daman Road,
Village Dabhel, Daman 396215 ('Unit I') Daman.. Our Company acquired further 4970
shares of KWIPL as a fresh allotment on March 31, 2003, by which the shareholding
our Company in KWIPL increased to 64.94%.

The above mentioned shares were acquired at following consideration by our Company -

Particulars No. of Shares Amount Total Consideration
(Face Value of Per Share (Rs.) (Rs. In Lacs)
Rs. 100 each)

Investment for acquiring shares
from shareholders of Komet Wire
Industries Private Ltd. 27,500 118.40 32.56

Investment for Fresh Issue
(allotment) from KWIPL 4,970 100 4.97

Total 32,470 37.53

RTCL had acquired 27500 shares from the shareholders of KWIPL at a price of Rs. 118.40
amounting to a total consideration of Rs. 32.56 lacs aggregating to 55% stake in KWIPL. A
premium of Rs. 18.40 per share determined by mutual consent of the acquiring company
(RTCL) and the transferring shareholders of KWIPL was paid for acquiring a controlling stake
in KWIPL. Thus, there was no independent valuer appointed to conduct the valuation.

Subsequently on March 31, 2003 a fresh allotment of 4970 shares were done by KWIPL
to RTCL at a consideration of Rs. 100 per share (being face value of share).

Out of remaining 17,530 shares of KWIPL, 11,030 were jointly held by our Company along
with our Promoter Mr.Sunil Golchha and balance 6500 equity shares of KWIPL were held
jointly by our Company along with Mr.Kamal Golchha. On August 31, 2005 these 17530
shares which were jointly held by our Company and the Promoters were transferred by the
Promoters by way of gift to our Company. Thus, KWIPL became a wholly owned subsidiary
of our Company. By an order dated October 7, 2005 passed by the Honble Bombay High
Court the scheme of amalgamation between our Company and KWIPL was approved w.e.f.
April 1, 2004.

Our Company commenced its independent manufacturing activities towards the end of
March 2004 with a small set-up in a portion of the factory premises owned by KWIPL.
However, simultaneously with the commencement of the said manufacturing facilities a plan
for amalagamation of KWIPL with our Company was under consideration. Therefore, the
manufacturing activities of our Company were continued to be carried on with the small
set-up aforesaid.

With a view to ensuring smooth functioning of the two companies, KWIPL was
amalgamated with our Company with effect from April 1, 2004 pursuant to an order dated
October 7, 2005 passed by the Honble High Court of Bombay. The amalgamation was
carried out under the 'Poolling of Interest' method as specified in the Scheme of
Amalgamation. Assets & Liabilities of Komet Wire Industries Private Limited were transferred
in the books of Rishabhdev Technocable Limited at their book value. Komet Wire Industries
Private Limited was wholly owned subsidiary of Rishabhdev Technocable Limited, therefore,
on amalgamation no shares of Rishabhdev Technocable Limited were issued and also there
was no need for carrying out valuations, determining swap ratios and further issuing / allotting
shares. The share capital of Komet Wire Industries Private Limited was cancelled i.e. set off
against the investments in the shares of KWIPL in the books of our Company.

With an intention to expand our manufacturing base, we purchased property bearing Survey
No. 728/1 admeasuring approximately 600 square meters situate at Village Dabhel, Nani
Daman, Daman in the year 2006, to set-up a state of art unit ('Unit II') for manufacturing of
control cables. We have commenced the construction work of the Unit II and the same shall
be completed in the month of December, 2008.

RTCL acquired 27500 shares from the shareholders of KWIPL at a price of Rs. 118.40
amounting to a total consideration of Rs. 32.56 lacs aggregating to 55% stake in KWIPL. A
premium of Rs. 18.40 per share determined by mutual consent of the acquiring company (RTCL)
and the transferring shareholders of KWIPL was paid for acquiring a controlling stake in KWIPL.
Thus, there was no independent valuer appointed to conduct the valuation.

Our Company proposes to set-up another unit at Silvassa (Unit III) for manufacturing of Power
cables. Our Company has entered into a Memorandum of Understanding dated June 27, 2008
with M/s Haveli Enterprises for the purpose of acquiring approx. 48,000 square meters of land
at Silvassa.

Over the years, we have expanded our product range and have added variety of cables like
Industrial Control cables, Hi-Tech data cables, Process control instrument signal cables,
Thermocouple extension and Compensating cables, Computer application, Hi- Bit rate
networking cables, Digital data communication cables, Specialty cables and Customized cables.
With the objective of moving up the value chain we identified new opportunities and are now
diversifying into Electrical Low Voltage Power cables on a major level. Pursuant to this objective
we initiated a modernization cum expansion program in April, 2007.

On February 15, 2008, the registered office of our Company was shifted to Unit No. 53, 1st Floor,
Jagat Satguru Industrial Estate, Vishveshwar Nagar Road, Goregaon (East), Mumbai - 400063.

Major events in the History of Our Company

Sr.
No. Major Events Year

1. Incorporated as a Public Limited Company and commenced the
business of trading in cables 1994

2. Initial public offering of shares. 1997

3. Acquisition of Komet Wire Industries Private Limited. 2002

4. Commencement of manufacturing activities 2004

5. Amalgamation of Komet Wire Industries Private Limited with our Company. 2005

6. Receipt of ISO 9001:2000 2006

7. Acquired Land for setting up Unit II 2006

8. Change in registered office of our Company Office No.9, R.N.P House,
Azad Road, Gondavali, Andheri (East), Mumbai- 400069 to Unit No. 53,
1st Floor, Jagat Satguru Industrial Estate, Vishveshwar Nagar Road,
Goregaon (East), Mumbai - 400 063 2008

9. Memorandum of Understanding for acquisition of land to set up Unit III. 2008

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