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Directors Report of Universal Cables Ltd.

Mar 31, 2014

DEAR SHAREHOLDERS

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





FINANCIAL RESULTS Amount (Rs. in lacs)

Description Year Ended Year Ended 31st March,2014 31st March,2013

Gross Income 68660.84 69254.42

Earnings before Interest,Depreciation and Tax (EBITDA) 561.72 3314.20

Finance Cost 3285.81 2532.48

Profit/(Loss) before Depreciation and Tax (2724.09) 781.72

Depreciation and Amortization 1687.34 1476.88

Earlier Year Taxes - 1.20

Deferred Tax (Credit) (405.55) 1281.79 (234.09) 1243.99

(Loss) for the year (4005.88) (462.27)

Surplus brought forward from previous year 4444.91 4907.18

Surplus carried to Balance Sheet 439.03 4444.91





In view of the loss, your Directors regret their inability to recommend any dividend for the year under consideration.

GENERAL & CORPORATE MATTERS

Despite subdued market scenario in the Power Sector, your Company has been able to achieve gross revenue of Rs. 686.61 crores in the current fiscal as compared to Rs. 692.54 crores for the previous year. However, the magnitude of loss suffered for the year is higher at Rs. 40.06 crores as compared to Rs. 4.62 crores for the previous fiscal.

During the year under review, the operations of your Company have been severely impacted due to increased finance cost arising from extended debtors cycle in the industry, the slow-down in the power transmission segment adversely affecting the EHV cable demand which is your Company''s key product coupled with predatory pricing strategy adopted by certain overseas players leading to severe pressure on margins. Many of the power infrastructural projects have been temporarily stalled due to the policy impasse on substantive issues of environmental clearances, Rights of-the-Way permissions, coal linkages/allocation and revision in power purchase agreement, etc. This has caused unanticipated deferment in their delivery schedule for the Company''s products leading to higher inventory of finished goods and payment hold up intensifying liquidity pressure on the Company. In addition to the above, apart from the other key imported raw-materials, the prices of bulk raw-materials such as Copper & Alumunium though indigenously sourced, are linked with the foreign exchange rates. The depreciation of the rupee has therefore severely affected the margins as the industry mainly operates on firm price contracts. Under the present business environment, your Company has decided to re-structure its business strategy by broadening its market base. To de-risk itself from aberrations of a polarized Extra High Voltage (EHV) market segment, in which your Company is a formidable player and equipped with best-in-class VCV technology, it has expanded its capacity in the Medium Voltage (MV) and Light Duty cable verticals. The overall increase in the manufacturing capacity in the MV & Light Duty cable verticals would transform the Company into a competitive manufacturing base. The Company is focusing on products and customers from where better margins are available.

Your Company has also ventured into execution of turnkey projects for capacitors banks where the margins are reasonably remunerative.

Constant efforts are being made by your Company to enhance productivity with a view to gain competitive edge. In a parallel effort, your Company is continuously upgrading and modernizing the production facilities with a special focus on production cost reduction, optimization of raw material consumption and rationalization of manpower.

Your Company''s strength lies in its technological primacy, advanced manufacturing facilities, high-end products, brand equity and skilled & talented manpower. Therefore, once the power & other infrastructural segment recovers from the present slump, the Company would emerge stronger.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement(s) with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Certificate by Chief Mentor & Executive Director confirming compliance by all the Board members and Senior Management Personnel with Company''s Code of Conduct and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are attached hereto and forms part of this Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that :

* in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed;

* the Company has selected such accounting policies, applied them consistently, made 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 as at the end of the financial year 2013-14 and of the loss for the year ended 31st March, 2014;

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

* the attached Annual Statement of Accounts for the year ended 31st March, 2014 have been prepared on a ''going concern'' basis.

DIRECTORS

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

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Bachh Raj Nahar was appointed as an Additional Director w.e.f. 19th May, 2014 and he shall hold office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Shri Bachh Raj Nahar for appointment as a Director of the Company, liable to retire by rotation.

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

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

Shri J.C. Sharma, a Director of the Company has left for his heavenly abode on 31st January, 2014. The Board gratefully places on record its deep sense of appreciation for the services rendered by Shri J.C. Sharma during his tenure as Director of the Company.

AUDITORS

Messrs V. Sankar Aiyar & Co., Chartered Accountants (Registration No.109208W), were appointed as Statutory Auditors to hold office until the conclusion of the ensuing Annual General Meeting of the Company. Section 139 read together with other provisions of Chapter X of the Companies Act, 2013 and the Rules made thereunder, inter alia, provide that no listed company shall appoint/re-appoint an audit firm as auditor for more than two terms of five consecutive years. In other words, the Company can make appointment of auditor for five years at a time. Since Messrs V. Sankar Aiyar & Co. has been functioning as Auditors of the Company since last two consecutive years, the Board of Directors unanimously agreeing to the recommendation of the Audit Committee, further recommends re-appointment of M/s V.Sankar Aiyar & Co. as Statutory Auditors of the Company for further period of upto three financial year starting from 1st April, 2014 to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next third Annual General Meeting of the Company subject to ratification by shareholders in the subsequent Annual General Meetings.

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

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

AUDITORS'' REPORT

Notes on Financial Statements referred to in the Auditors'' Report are self explanatory, therefore, do not call for any further comments or explanations.

JOINT VENTURE

Birla Furukawa Fibre Optics Limited (BFL), a joint venture between the Company & Furukawa Electric Co., Ltd., Japan, has recorded considerable growth in its operations notwithstanding the fact that it is just a five years old Company. The operations of BFL are rapidly gaining momentum to capitalize on the emerging business opportunities in the optical fibre market with the underlying objective of providing world class products to the customers through its state-of-the-art manufacturing processes and facility. The telecom market in India is opening up exciting possibilities with the imminent launch of 4G networks, bringing India at the same level as some of the first countries in the world to embark commercially on this ground breaking technology. Accordingly, the capacity expansion project undertaken by BFL in phased manner keeping pace with the growth in demand for optical fibre in domestic market, is progressing as per Schedule and production after completion of first phase has started in April, 2014.

Your directors are pleased to inform that Birla Ericsson Optical Ltd., a venture co-promoted by your Company in association with Vindhya Telelinks Limited and Ericsson Cables AB, Sweden having made a positive turnaround last fiscal has posted encouraging financial performance during the year under review.

INDUSTRIAL RELATIONS & SAFETY

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in most difficult and challenging business environment during the year.

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

PARTICULARS OF EMPLOYEES

As required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, particulars of the employee concerned are given in Annexure ''A'' which is attached hereto and forms a part of the Directors'' Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

ACKNOWLEDGEMENT

The Board desires to place on record its grateful appreciation for the excellent assistance and co-operation received from the State Government and continued support extended to the Company by the bankers, investors, suppliers, esteemed customers and other business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s employees at all level in a most challenging and difficult business environment.

Yours faithfully, Harsh V. Lodha Chairman S.R. Jain S.S. Kothari S. C. Jain Directors Dinesh Chanda B.R. Nahar D.R. Bansal Chief Mentor & Executive Director

New Delhi, 19th May, 2014


Mar 31, 2013

TO THE SHAREHOLDERS

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

FINANCIAL MATTERS

Amount (Rs. in lacs) Description Year Ended Year Ended 31st March, 2013 31st March, 2012

Gross Income 69290.58 68161.81

Profit before Interest, Depreciation and Tax 3350.36 1775.12

Finance Cost 2568.64 2397.26

Profit/(Loss) before Depreciation and Tax 781.72 (622.14)

Depreciation and Amortization 1476.88 1481.01

Earlier Year Taxes 1.20 34.16

Deferred Tax (Credit) (234.09) 1243.99 (744.30) 770.87

(Loss) for the year (462.27) (1393.01)

Surplus brought forward from previous year 4907.18 6300.19

Surplus carried to Balance Sheet 4444.91 4907.18

In view of the loss, your Directors regret their inability to recommend any dividend for the year under consideration.

GENERAL & CORPORATE MATTERS

Despite stiff competition during the year under review, your Company has been able to register slightly higher gross revenue at Rs. 692.91 crores as compared to Rs. 681.62 crores for the previous fiscal.

In terms of EBIDTA also, the Company witnessed significant improvement at Rs. 33.50 crores as compared to Rs. 17.75 crores for the previous year.

Although the increase in overall revenue, has helped the Company to contain its net loss at Rs. 4.62 crores as against Rs. 13.93 crores for the year 2011-12, intense competition leading to compromise in margins, longer working capital cycle due to financial strife faced by the ultimate customers in the power sector, higher finance costs on account of liquidity crunch and elevated input prices have hindered resilience of the Company to overcome its subdued performance in the previous fiscal.

The power sector which is inextricably intertwined with the country''s economic development still remains a weak spot. Despite major reforms in place, the power sector, being plagued with multifaceted problems such as fuel scarcity, shortage of equipments, infrastructural constraints, etc. has been perennially lagging behind its target, thereby exposing the economic development to a major risk. The hydrocarbon fuel linkage for the power plants, which is the mainstay for conventional power, is in a diabolic state. Even the nuclear energy remains shrouded with uncertainties. In this sector, the Industry does not see any cataclysmic change in the immediate future. There is an air of uncertainty of the industry either re-entering into recession or enduring a prolonged period of low demand growth.

Though the economy is on low ebb, there is a silver lining of a good potential that imminently lies ahead for meeting the rising per capita energy demand which gives the industry a redeeming hope of a sustainable demand spiral. Economic recession is no stranger to the Company, it has passed through cyclical phases of low demand where the Company has shown indefatigable spirit, resilience and unending zest to emerge as a strong player.

The Company in its quest for future products deserves the credit for developing 400kV cable, the highest achieved level in the world for underground cables, which has a promising future for power sub-transmission networks. This achievement is the first of its kind by an Indian manufacturer. This development inarguably pitchforks the Company into the top echelon of global players.

The Company''s Capacitor Division is also progressing well and growing by developing new products for better value addition.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement(s) with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Certificate by the Chief Mentor & Executive Director confirming compliance by all the Board members and Senior Management Personnel with Company''s Code of Conduct and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are attached hereto and forms part of this Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that :

- in the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed;

- the Company has selected such accounting policies, applied them consistently, made 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 as at the end of the financial year 2012-13 and of the loss for the year ended 31st March, 2013;

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

- the attached Annual Accounts for the year ended 31st March, 2013 have been prepared on a ''going concern'' basis.

INDUSTRIAL RELATIONS & SAFETY

Industrial relations remained by and large cordial during the year.

DIRECTORS

The Board of Directors of the Company at its meeting held on 3rd May, 2012 had appointed Shri D.R. Bansal as the Chief Mentor & Executive Director of the Company for a period of 3 (Three) years with effect from 5th May, 2012 to 4th May, 2015 for which requisite approvals including from shareholders of the Company vide a Special Resolution passed at the Annual General Meeting held on 28th June, 2012 and the Central government have been obtained.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Harsh V. Lodha and Shri Dinesh Chanda, the Directors, are due to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Details about Directors seeking re-appointment are given in the Notice of the ensuing Annual General Meeting which is being sent to the Shareholders along with the Annual Report.

Shri S.N. Prasad, a Director of the Company has left for his heavenly abode on 13th December, 2012.

Shri S.K. Daga acted as Alternate Director to Shri S.N. Prasad till 13th December, 2012, when he vacated the office of the Alternate Director upon the sad demise of Shri S.N. Prasad.

Shri S.P. Tamrakar acted as Alternate Director to Shri Dinesh Chanda, till he vacated the office under section 313(2) of the Companies Act, 1956 with effect from 31st October, 2012.

AUDITORS

Messrs V. Sankar Aiyar & Co., Chartered Accountants, retire as Auditors of the Company and being eligible offer themselves for re-appointment for the financial year 2013-2014.

Messrs Satish Dhume & Co., Chartered Accountants, Panaji, Goa the retiring branch auditors at the ensuing Annual General Meeting have given an intimation in writing expressing their inability to be re-appointed as branch auditors for the Company''s Goa Unit. Your Directors recommend that Messrs V. Sankar Aiyar & Co., Chartered Accountants who are being re-appointed as Statutory Auditors of the Company, at the ensuing Annual General Meeting of the Company, be also entrusted with the responsibility of audit of the Company''s Goa Unit for the financial year 2013-2014.

Your Company has appointed Messrs D. Sabyasachi & Co., Cost Accountants, as Cost Auditors for conducting audit of the cost accounts maintained by the Company in respect of cables and capacitors. The due date and actual date of filing of the cost audit report of the Company for the financial year 2011-12 are 31.01.2013 and 15.01.2013, respectively.

AUDITORS''S REPORT

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

JOINT VENTURE

Birla Furukawa Fibre Optics Limited (BFL), a joint venture between the Company and Furukawa Electric Co., Ltd., Japan, is rapidly gaining momentum to capitalize on the emerging business opportunities in the optical fibre market with the underlying objective of providing world class products to the customers through state-of-the-art manufacturing processes and facility.

The telecom market in India is opening up exciting possibilities with the imminent launch of 4G networks, bringing India at the same level as some of the first countries in the world to embark commercially on this ground breaking technology. Pricing pressures however, continue to pose challenges to the Optical Fibre Industry.

BFL has recorded considerable growth in its operations notwithstanding that it is just a three years old Company.

Your directors are pleased to inform that Birla Ericsson Optical Ltd., a venture promoted by your Company in association with Vindhya Telelinks Limited and Ericsson Cables AB, Sweden has shown significant improvement in the financial performance during the year under review.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in most difficult and challenging business environment during the year.

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

PARTICULARS OF EMPLOYEES

As required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, particulars of the employee concerned are given in Annexure ''A'' which is attached hereto and forms a part of the Directors'' Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

ACKNOWLEDGEMENT

The Board desires to place on record its grateful appreciation for the excellent assistance and co-operation received from the State Government and continued support extended to the Company by the bankers, investors, suppliers, esteemed customers and other business associates.

Yours faithfully,

Harsh V. Lodha Chairman

S.R. Jain

S.S. Kothari

S. C. Jain Directors

J.C. Sharma

Dinesh Chanda

D.R. Bansal Chief Mentor & Executive Director

New Delhi, 21st May, 2013


Mar 31, 2012

The Directors have pleasure in presenting their Annual Report, together with the Audited Annual Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL MATTERS

Description Amount (Rs. in lacs)

Year Ended Year Ended 31st March, 2012 31st March, 2011

Gross Income 68162.63 59132.76

Profit before Interest, Depreciation and Tax 1775.12 5434.62

Finance Cost 2397.26 1095.85

Profit/(Loss) before Depreciation and Tax (622.14) 4338.77

Depreciation and Amortisation 1481.01 1656.83

Current Income Tax - 810.00

Earlier Year Taxes 34.16 -

Deferred Tax Charge/(Credit) (744.30) 770.87 92.03 2558.86

Net Profit/(Loss) (1393.01) 1779.91

Surplus brought forward from previous year 6300.19 5305.71

Total amount available for appropriation 4907.18 7085.62

Appropriation

Proposed Dividend - 462.61

Corporate Dividend Tax - 72.82

Transfer to General Reserve - - 250.00 785.43

Surplus carried to Balance Sheet 4907.18 6300.19

In view of the loss, your Directors regret their inability to recommend any dividend for the year under consideration.

GENERAL & CORPORATE MATTERS

Despite there being higher gross revenue at Rs. 681.63 crores as compared to Rs. 591.33 crores for the previous fiscal, the Company has suffered a Net Loss of Rs. 13.93 crores during the year under review.

The profitability of the Company has been adversely impacted mainly due to unprecedented sharp weakening of Indian rupee vis-a-vis US$ and other foreign currencies, volatile and elevated input prices and soaring interest rates.

The Company has in a bid to de-risk revenues and profitability, planned a shift in the business model from supply contracts to total turnkey solutions which alongwith the measures taken to re-inforce the EPC wing have helped the Company to contain the deficit for the year to some extent.

Historically, the cable industry has been exposed to repeated cyclical downturns. The Company has in the past came out of these cycles stronger which testify its resilience. The Company hopes that the environment in the power sector improves so that it can benefit from it.

Power is the key to economic growth. Unquestionably, the growth plan of the power sector is irreversible. The Government is pursuing formidable strategic development plans and dynamic policy reforms on fast track, which is imperative to achieve its obligation for "Power For All" which is an integral part of the Nation's aspiration for "India Vision 2020" to transform India to a developed Nation. This instills confidence in the entire cross-section of engineering industries to expect a robust & sustained growth in demand for the next couple of decades. The electrical industry including cables & capacitors will be one of the greatest benefactors of the proposed power sector investments. The private infrastructure companies are also expected to play a major role in the growth and development of the economy and therefore growth of the cable industry will also be linked to their performance in future.

The Company's Capacitor Division is also progressing well and growing by developing new products for better value addition.

As a long-term strategy, the Company has been pursuing technological advancement at par with the major international players. The Company is proud of its excellent technology and quality of its power cables up to 400 kV. The Company is the only cable manufacturer in India having an in-house Testing Laboratory which has earned the prestigious NABL accreditation.

Apart from the above, by continuously upgrading and modernizing the production facilities with a special focus on reduction in the cost of production by initiating and implementing various measures in all the areas, your Company will be in an advantageous position to become a competitive player in a market driven by high cost of production and cutthroat competition.

CORPORATE GOVERNANCE

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

RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that :

- in the preparation of the Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed;

- the Company has selected such accounting policies, applied them consistently, 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 as at the end of the financial year 2011-12 and of the loss for the year ended 31st March, 2012;

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

- the attached Annual Statement of Accounts for the year ended 31st March, 2012 have been prepared on a 'going concern' basis.

INDUSTRIAL RELATIONS & SAFETY

Industrial relations remained by and large cordial during the year.

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

DIRECTORS

Shri S.N. Prasad, Dr. S.R. Jain and Shri J.C. Sharma retire by rotation and, being eligible, offer themselves for re-appointment.

At the Board Meeting held on 3rd May, 2012, Shri D.R. Bansal was appointed as an Additional Director with effect from 5th May, 2012 from which date he shall also assume responsibilities as Chief Mentor & Executive Director subject to requisite approvals including from members vide a special resolution to be passed at the ensuing Annual General Meeting of the Company.

Details about the Directors seeking appointment/re-appointment are given in the Notice of the ensuing Annual General Meeting which is being sent to the shareholders along with the Annual Report.

AUDITORS

Messrs S.R. Batliboi & Co., Chartered Accountants, retire as Auditors at the ensuing Annual General Meeting and have given an intimation in writing expressing their inability to be re-appointed as Statutory Auditors of the Company. Your Directors recommend the appointment of Messrs V. Sankar Aiyar & Co., Chartered Accountants, who being eligible, have expressed their willingness to be appointed as Statutory Auditors of the Company.

Messrs Satish Dhume & Co., Chartered Accountants, Panaji, Goa retire as Branch Auditors of the Company and being eligible, offer themselves for re-appointment as Branch Auditors of the Company to audit the accounts in respect of the Goa Unit for the financial year 2012-2013.

Messrs D. Sabyasachi & Co., Cost Accountants, have been re-appointed as Cost Auditors on 3rd May, 2012 for the financial year 2012-2013.

JOINT VENTURE

Birla Furukawa Fibre Optics Limited (BFL), a joint venture between the Company & Furukawa Electric Co., Ltd., Japan, is rapidly gaining momentum to capitalize on the emerging business opportunities in the optical fibre market with the underlying objective of providing world class products to the customers through state-of-the-art manufacturing processes and facility.

The telecom market in India is opening up exciting possibilities with the imminent launch of 4G networks, bringing India at the same level as some of the first countries in the world to embark commercially on this ground breaking technology. Pricing pressures however, continue to pose challenges to the Optical Fibre Industry.

The financial performance of BFL is satisfactory considering the fact that it is just a two year old Company.

In view of depressed market conditions, Birla Ericsson Optical Limited, a venture promoted by your Company in association with Vindhya Telelinks Limited and Ericsson Cables AB, Sweden has shown a down turn in financial performance during the year under review.

PARTICULARS OF EMPLOYEES

None of the employee of the Company qualifies for disclosure pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

ACKNOWLEDGEMENT

The Board of Directors would like to thank the Shareholders, all employees of the Company, Customers, Suppliers, Collaborators and Bankers for their continued support. Yours faithfully,

Harsh V. Lodha Chairman

S. R. Jain

S. S. Kothari

S. C. Jain Directors

J. C. Sharma

Dinesh Chanda

New Delhi, 3rd May, 2012


Mar 31, 2010

The Directors have the pleasure of presenting their Annual Report, together with the Audited Annual Accounts of the Company for the year ended 31 st March, 2010.

FINANCIAL MATTERS

Year Ended

31st March, 2010 31st March, 2009

Rupees Rupees Rupees Rupees in lacs in lacs in lacs in lacs

Gross Income 54826.63 64852.48

Profit before Interest, Depreciation and Tax 6605.65 4796.98

Interest 786.17 2023.15

Profit before Depreciation and Tax 5819.48 2773.83

Depreciation and Amortisation 1687.43 1648.47

Current Income Tax 1180.00 365.00

Income Tax for earlier years (Net) - 98.26

Deferred Tax Charge 242.54 30.19

Deferred Tax Credit for earlier years - (104.69)

Fringe Benefit Tax for current year - 36.55

Fringe Benefit Tax Credit for earlier years (4.68) 3105.29 - 2073.78

Net Profit 2714.19 700.05

Surplus brought forward from previous year 3568.05 3288.61

Total amount available for appropriation 6282.24 3988.66

Appropriation

Proposed Dividend 578.26 231.30

Corporate Dividend Tax 98.27 39.31

Transfer to General Reserve 300.00 976.53 150.00 420.61

Surplus carried to Balance Sheet 5305.71 3568.05

DIVIDEND

Your Directors are pleased to recommend for your consideration a dividend of Rs. 2.50 per share {i.e. 25%) on 23130254 Equity Shares of Rs. 10/- each for the year ended 31 st March, 2010.

GENERAL & CORPORATE MATTERS

The Company has created yet another milestone by achieving the highest ever Net Profit of Rs. 27.14 Crores with an impressive growth of about 288%.

The true hallmark of the Companys impressive performance is attributed to its sharp focus on the bottom-line improvement by re-formatting its business portfolio with major thrust on high-end products and turnkey projects.

This has been a watershed year for the Company in the 220 kV Cables segment with commendable execution figures in just second year of commercialization. Looking into the success in the Extra High Voltage (EHV) Cable market, the Company is expanding its capacity and range by installing the 2nd VCV line with technology transfer from Fumkawa Electric Co. Ltd., Japan. This is slated for commissioning in September, 2010.

The long duration Pre-qualification (PQ) Test on 220 kV EHV Cables manufactured by the Company is currently undergoing at an overseas laboratory.

The Company has been imparting rigorous on site and off site training to its employees for laying, installation and commissioning jobs of 220 kV cables to have an edge over the competitors by developing these capabilities in-house in a cost effective manner to provide end-to-end solutions.

The Company has, during the year, been accredited to SA 8000:2008, an International Standard which aims to promote continuous improvement for work place condition and ensures the ethical sourcing for production of goods and services thereby testifying the Companys commitment to global best industrial practices.

The Company has made noteworthy progress by being elevated to "Star Export House" category. The Company has also won the EEPCINDIA (formerly Engineering Export Promotion Council) coveted Star Performer Silver Shield award for 2007-08 in the category of Medium Enterprises - Miscellaneous engineering goods which has been announced during the year.

The Optic Fibre Goa Unit of the Company has, during the year, been awarded with a Certificate of Merit by ELCINA-DUN and BRADSTREETfor outstanding achievement in export of Optical Fibres in the Large Scale Sector.

The Company has recently partnered with Innovites B.V, a software development Company of Netherlands to implement CableBuilder, the popular cable design software of Cimteq Ltd. The implementation of CableBuilder will seamlessly integrate designing, costing and quoting process of the Company, thereby giving it the cutting edge capabilities.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement(s) with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Certificate by Chief Executive Officer (CEO) confirming compliance by all the Board Members and Senior Management Personnel with Companys Code of Conduct and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that:

? in the preparation of the Annual Accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed;

? the Company has selected such accounting policies, applied them consistently, 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 as at the end of the financial year 2009-10 and of the profit for the year ended 31 st March, 2010;

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

? the attached Annual Statement of Accounts for the year ended 31st March, 2010 have been prepared on a going concernbasis.

INDUSTRIAL RELATIONS & SAFETY

Industrial relations remained by and large cordial during the year.

DIRECTORS

Shri S. N. Prasad, Shri J. C. Sharma and Shri Dinesh Chanda retire by rotation and, being eligible, offer themselves for re-appointment.

AUDITORS

M/sS. R. Batliboi & Co., Chartered Accountants, retire as Auditors of the Company and being eligible, offer themselves for re-appointment for the financial year 2010-11.

M/s Satish Dhume & Co., Chartered Accountants, Panaji, Goa retire as Branch Auditors of the Company and being eligible, offer themselves for re-appointment as Branch Auditors of the Company to audit the accounts in respect of Optic Fibre Goa Unit for the financial year 2010-11.

M/s D. Sabyasachi & Co., Cost Accountants, have been re-appointed as Cost Auditors on 11th May, 2010 for the financial year 2010-11.

JOINT VENTURE

While the market conditions are not very much favourable, Birla Ericsson Optical Limited, a venture promoted by your Company in association with Vindhya Telelinks Limited and Ericsson Cables AB, Sweden has shown satisfactory performance during the year under review.

Following the alliance with Japanese major Furukawa Electric Co. Ltd., the Company has incorporated a new Joint Venture Company viz. Birla Furukawa Fibre Optics Limited in the State of Goa to deal in optical fibre and allied businesses. The Joint Venture Company is yet to commence commercial production.

PARTICULARS OF EMPLOYEES

As required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, particulars of the employee concerned are given in Annexure A which is attached hereto and forms a part of the Directors Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

ACKNOWLEDGEMENT

The Board of Directors would like to thank the Shareholders, all Employees of the Company, Customers, Suppliers and the Bankersfortheircontinued support.

Yours faithfully,

H.V. Lodha Chairman S.R. Jain S.S. Kothari

S.C. Jain Directors

J.C. Sharma

Dinesh Chanda

New Delhi, 11th May, 2010

 
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