Home  »  Company  »  Vindhya Telelink  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Vindhya Telelinks Ltd.

Mar 31, 2015

Dear Members,

The Directors have the pleasure of presenting their Annual Report, together with the Audited Financial Statements of the Company for the year ended March 31, 2015.

ACCOUNTS & FINANCIAL MATTERS

2014-15 2013-14 Rs. in lacs Rs. in lacs

Revenue from Operations (Gross) 69606.32 45237.86

Other Income 1023.45 636.81

70629.77 45874.67

The year''s working shows a -

Profit before Depreciation and Tax 7497.38 3127.38

Less : Depreciation and Amortisation expense 1005.33 552.82

Profit before Tax 6492.05 2574.56

Less: Current Tax (MAT) (Net of MAT Credit Entitlement, if any) 295.17 484.25

Income Tax for earlier years - 4.08

Deferred Tax Charge 412.02 -

Net Profit for the year 5784.86 2086.23

GENERAL & CORPORATE MATTERS

During the year under review, your Company has reported a best ever performance in its history, both in terms of Revenue and Profit from Operations, when viewed in the context of intensely competitive landscape prevailing in the industry. Gross revenue from operations for the year grew by around 54% to Rs.69606.32 lacs as compared to Rs.45237.86 lacs during the previous year mainly driven by higher sales revenue in cables business segment. The Exports revenue including project exports, stood at Rs.7038.61 lacs during the year under review as compared to Rs 4185.07 lacs for the previous year. Despite a significant increase in finance costs with interest rates remaining at elevated levels throughout the year, the Profit (before depreciation and tax) for the year increased by robust 140% and stood at Rs.7497.38 lacs as compared to Rs.3127.38 lacs in the previous year due to increased revenue from both i.e. cables and EPC business segments and better products mix. Although the EPC business segment recorded comparatively moderate growth in Revenue which increased by approx. 32% to Rs.20071.01 lacs, its profitability improved substantially owing to gradual strengthening of execution capabilities and award of a large project after a long wait in telecom cable networking arena in which the Company possesses requisites skill and knowledge quotient meeting the contemporary technological requirements. The current business verticals of the EPC segment, viz. Telecom, Power and Sewerage pipeline are now geared up for sustained improvement in performance with comfortable backlog of orders in hand and in pipeline.

During the year under review, your Company consolidated its position further in the industry through optimum capacity utilisation and new products launches as per evolving industry standards. To keep abreast with the latest trends in the industry, your Company was also vigilant about technological upgradation of its production facilities, with the aim of improving assets performance and cost competitiveness.

The domestic telecom cable industry is expected to grow at a reasonable pace over the medium-term but competitive conditions are likely to persist. As per conceived strategy, the Company has been fairly successful in de-risking its business model during last few years from being a manufacturer of telecommunication cables to a comprehensive end-to-end solution provider across the broader communications industry networks besides diversifying into power distribution and sewerage pipeline projects, etc. The Company''s focus in future, therefore, shall be to sustain momentum in both the business segments namely, cables and EPC, by leveraging its inherent strength of products development as per evolving industry standards and superior project execution capabilities to drive both the near-term and long-term growth. With a view to achieve a better value addition in certain niche telecommunication cable products, the Company has equipped itself for supplying connectorised cable assemblies for various carrier network applications and is geared to meet the increasing demand for such products in the domestic and overseas market places. The recent spectrum auction by the Government of India will lead to accelerated investment by telecom operators in data network expansion including last mile connectivity through deployment of fibre in addition to rolling out new networks and upgrading the existing ones. The Company, therefore, envisages a new stream of revenue from Fibre-To-The-Home and last mile connectivity cable products and accordingly has equipped itself for manufacturing and supplying products, the full benefit of which is expected to accrue in future which will further add to the performance of the Company.

DIVIDEND AND RESERVES

After considering the Company''s profitability, free cash flow and overall financial performance, the Board of Directors of the Company is pleased to recommend a Dividend of Rs. 5/- per equity share of Rs.10/- each (i.e. 50%) for the financial year ended March 31, 2015. The total quantum of Dividend on equity shares, if approved by the Members, will be about Rs. 592.54 lacs while about Rs 120.63 lacs will be paid by the Company towards Tax on Dividend and Surcharge/Education Cess thereon. Your Board also recommends a transfer to General Reserve of Rs. 1141.15 lacs leaving a surplus of Rs. 6350.48 lacs in the statement of Profit and Loss to be carried forward.

DEPOSITS

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

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, Report on Corporate Governance and a Certificate by the Managing Director (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.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a part of its initiative under Corporate Social Responsibility (CSR), the Company has undertaken CSR activities in the areas of promoting education and employment enhancing skills directed towards improving the quality of life and increasing the resources of the surrounding communities, in the area where the Company operates.

These activities are largely in accordance with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR activities during the year were implemented through Madhav Prasad Priyamvada Birla Apex Charitable Trust, a registered trust under Section 12A of the Income Tax Act, 1961.

The Annual Report on CSR activities is given in Annexure-I, which is attached hereto and forms a part of the Directors'' Report. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 :

(a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and the profit of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(f) that system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company''s system of financial and compliance controls with reference to the financial statements and risk management is embedded in the business process by which the Company pursues its objectives. Additionally, the Audit Committee and the Board of Directors provide risk oversight through their review of potential risks which could negatively impact the operations, the proposed budget and plan, the Company''s strategic framework and any risks that may negatively impact it besides inherent risks associated with turnkey projects of EPC business segment. The management is committed to ensure an effective internal control environment commensurate with the size, scale and complexity of the operations, which provides assurance on the efficiency of the Company''s operations and safety/security of its assets besides orderly and legitimate conduct of Company''s business in the circumstances, which may reasonably be foreseen. The Company has defined organisation structure, authority levels delegated powers, internal procedures, rules and guidelines for conducting business transactions.

The Company''s system and process relating to internal controls and procedures for financial reporting have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (GAAP) in India, the Companies Act, 2013 and rules framed thereunder and all other applicable regulatory / statutory guidelines, etc. for disclosure with reference to financial statements. The Company''s internal controls over financial reporting interalia includes the policies and procedures that pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP in India and in compliance to other applicable statutory and regulatory provisions, provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of Company''s assets that could have a material effect on the financial statements and for preventing and detecting fraud and other irregularities or deliberate mis-statements. Management is responsible for establishing and maintaining adequate disclosure controls and procedures and adequate internal controls over financial reporting with respect to financial statements besides its effectiveness in the context of applicable regulations. The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

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 the growth and performance of the Company 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 to maintain high awareness levels. The Company has also stressed the need to adopt the highest safety standards on Engineering, Procurement and Construction EPC business segment projects with the emphasis on ensuring that safety on all projects under execution are given a great deal of importance. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

RECOGNITION

The Company''s manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System ISO 9001:2008 and Environmental Management System ISO 14001:2004. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

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 are not included in the total number of directors of the Company. Accordingly, Shri D.R.Bansal [DIN 00050612], Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Smt. Kiran Aggarwal [DIN 06991807] was appointed as an Additional Director in the category of Non-executive Independent Director w.e.f. 10thNovember, 2014 and she holds office as such up to the date of ensuing Annual General Meeting. Smt. Kiran Aggarwal is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. The Company has received requisite notice in writing from a member proposing her candidature as an Independent Director at the ensuing Annual General Meeting. Your Board based on the recommendation of the Nomination and Remuneration Committee recommends appointment of Smt. Kiran Aggarwal as Independent Director not liable to retire by rotation for a period of 5 years with effect from 10th November, 2014.

Having regard to the qualifications, wide range of professional experience and association of Shri Y.S.Lodha [DIN 00052861] with the Company and considering the overall performance of the Company and its growth during his tenure, the Board of Directors of the Company based on recommendation of Nomination and Remuneration Committee has approved re-appointment and terms of remuneration of Shri Y.S. Lodha as Managing Director of the Company for a period of five years with effect from 4th November, 2015 subject to approval of shareholders at the ensuing Annual General Meeting of the Company.

The details of Directors/Managing Director 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.

KEY MANAGERIAL PERSONNEL

During the year under review Shri R. Radhakrishnan, President (Commercial) & Secretary retired from the services of the Company w.e.f. August 14, 2014 consequent to attainment of superannuation as per Company''s policy. The Board of Directors on the recommendation of the Nomination and Remuneration Committee appointed two new key managerial personnel during the year under review viz. Shri Ashok Mishra as Company Secretary w.e.f. August 14, 2014 and Shri Saurabh Chhajer as Chief Financial Officer w.e.f. February 7, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri J.Veeraraghavan, Shri S.K.Misra, Shri R.C.Tapuriah, Shri Shiv Dayal Kapoor and Smt.Kiran Aggarwal have individually and severally given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with stock exchanges. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013, rules made thereunder as well as relevant provisions of Clause 49 of the Listing Agreement with stock exchanges.

MEETINGS OF BOARD AND COMMITTEES

During the year under review, the Board met four times viz. on May 19, 2014, on August 9, 2014, on November 10, 2014 and on February 7, 2015. Details of all Board Committees along with their composition and meetings held during the year under review are given in the Report on Corporate Governance.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the Provisions of the Companies Act, 2013 and as stipulated under Clause 49 of the Listing Agreement, the Board of Directors of the Company carried out the formal annual performance evaluation of all the Directors and also its self-evaluation process, interalia, to assess the skill set and contribution that are desired, recognising that competencies and experiences evolves over time. The process was conducted by allowing the Board to engage in candid discussions with each Director with the underlying objective of taking best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated based on structured self-assessment and personal interaction to ascertain feedback on well defined parameters which, interalia, comprised of level of engagement and their contribution to strategic planning and other criteria based on performance and personal attributes of the Directors. During the process of evaluation, the Board of Directors also reviewed and discussed the annual performance evaluation of Directors carried out by the Nomination and Remuneration Committee. A statement in detail indicating the manner, in which formal annual evaluation has been made by the Board of Directors, is given in the Report on Corporate Governance which forms a part of the Annual Report.

SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted a terms of reference which, interalia, deals with the manner of selection of Directors and the Key Managerial Personnel of the Company. The NRC recommends appointment of Director/appointment or re-appointment of Managing Director based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and rules framed thereunder. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on Board''s balance of professional experience, background, view points, skills and areas of expertise.

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has also adopted the Remuneration Policy for the members of the Board and Executive Management. The said policy earmark the principles of remuneration and ensures a well balanced and performance related compensation package taking into account shareholders'' interest, industry practices and relevant corporate regulations in India.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances of fraud and mis-management, if any, and conducting business with integrity, including in accordance with all applicable laws and regulations. The details of the Vigil Mechanism and Whistle-Blower Policy are explained in the Corporate Governance Report and also posted on the website 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. Since Messrs V. Sankar Aiyar & Co. has been functioning as Auditors of the Company since last five consecutive years, the Board of Directors unanimously agreeing to the recommendation of the Audit Committee, further recommends re-appointment of Messrs V.Sankar Aiyar & Co. as Statutory Auditors of the Company for another term of 5 (five) years from the conclusion of the ensuing Annual General Meeting (32nd AGM) till the conclusion of fifth consecutive Annual General Meeting (37th AGM) hereafter, subject to ratification by shareholders in every Annual General Meeting, which is in accordance with the provisions of Section 139 read together with other provisions of Chapter X of the Companies Act, 2013 and the Rules made thereunder. A certificate has been received from them to the effect that their appointment as Auditors, if made, would be in accordance to the provisions of Section 139 and 141 of the Companies Act, 2013 and rules framed thereunder.

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 specified products of the Company covered under The Companies (Cost Records and Audit) Amendment Rules, 2014 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.

AUDITORS'' 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.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Messrs R.K.Mishra & Associates, Company Secretaries were appointed to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. There are no adverse remarks or observations made by Messrs R.K.Mishra & Associates in the Secretarial Audit Report. The Report of the Secretarial Auditor is given in Annexure-II, which is attached hereto and forms a part of the Directors'' Report.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year under review by the Company were on an arm''s length basis and in the ordinary course of business. There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the meeting(s) of Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the financial year for the transactions which are of a foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant documents/ information are placed before the Audit Committee for review and approval on quarterly basis. The company has developed a Policy on materiality of Related Party Transactions and dealing with Related Party Transactions. The policy on Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is uploaded on the company''s website and the same is available at the weblink http://www.vtlrewa.com/pdf/RPTPolicy%20_VTL.pdf

SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company has three wholly owned subsidiaries namely August Agents Limited, Insilco Agents Limited and Laneseda Agents Limited. None of the subsidiary companies is a material non-listed Indian Subsidiary company as defined under Clause 49 of the Listing Agreement(s) with stock exchanges.

Birla Ericsson Optical Limited was established as a joint venture company, in pursuance to a Joint Venture Agreement entered into by your Company alongwith Universal Cables Ltd. and Ericsson Cables AB, Sweden. Your Directors are pleased to inform that Birla Ericsson Optical Ltd. has achieved satisfactory financial performance during the year under review. There has been no change in the number of subsidiaries or in nature of business of subsidiaries or the Joint Venture.

A Statement containing the salient features of the financial statement of subsidiaries and a joint venture as prescribed under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of The Companies (Accounts) Rules, 2014 is attached and forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and Accounting Standard (AS)-21 "Consolidated Financial Statements" read with Accounting Standard (AS)-27 "Financial Reporting of Interests in Joint Venture", the audited Consolidated Financial Statements form part of the Annual Report. The Financial Statements of subsidiary companies have been prepared in the same form and manner as that of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

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

As required under Section 197(12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of the remuneration of each Director to the median employee''s remuneration and such other details as prescribed therein are given in Annexure-III, which is attached hereto and forms a part of the Directors'' Report.

EXTRACT OF ANNUAL RETURN

An Extract of Annual Return as per Section 92(3) of the Companies Act, 2013 is given in Annexure-IV, which is attached hereto and forms a part of the Directors'' Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of an employee of the Company are given in Annexure-V, which is attached hereto and forms a part of the Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules 2014, the information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure- VI, which is attached hereto and forms a part of the Directors'' Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

(d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

(e) During the year under review, there were no cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 and esteemed customers and other business associates. Your Directors also wish to place on record their deep sense of appreciation to all the employees of the Company for their unstinted commitment and continued contribution in the performance of the Company.

Yours faithfully,

Harsh V.Lodha Chairman (DIN:00394094)

J.Veeraraghavan (DIN:00078998)

S.K.Misra (DIN: 00009411)

R.C.Tapuriah (DIN: 00395997)

D.R.Bansal (DIN: 00050612) Directors

Pracheta Majumdar (DIN: 00179118)

Shiv Dayal Kapoor (DIN: 00043634)

Kiran Aggarwal (DIN: 06991807)

Y.S.Lodha Managing Director (DIN:00052861)

New Delhi, May 16, 2015


Mar 31, 2014

Dear Shareholders

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

ACCOUNTS & FINANCIAL MATTERS 2013-14 2012-13 Rs.in lacs Rs.in lacs

Revenue from operations (gross) 45237.86 35815.84 Other income 636.81 917.40 45874.67 36733.24

The year''s working shows a

Gross Profit (after Interest) of - 3127.38 1064.37

Less : Depreciation and Amortisation expense 552.82 476.62

Profit before Tax 2574.56 587.75

Current Tax(MAT) 484.25 13.81

Income Tax for earlier years 4.08 -

Net Profit for the year 2086.23 573.94

GENERAL & CORPORATE MATTERS

During the year under review, your Company has reported a continued improved performance when viewed against the backdrop of extremely challenging business context in which it was achieved. Gross revenue from operations for the year grew by 26.30% to Rs. 45237.86 lacs as compared to Rs. 35815.84 lacs during the previous year. The Exports revenue including project exports, stood at Rs. 4185.07 lacs during the year under review as compared to Rs. 3824.19 lacs for the previous year. Despite a significant increase in finance costs with interest rates remaining at elevated levels throughout the year, the Gross Profit (before interest) for the year increased by 193.82% and stood at Rs. 3127.38 lacs as compared to Rs. 1064.37 lacs in the previous year mainly due to increased revenue from cables business segment. Although the EPC business segment recorded moderate growth in Revenue which increased by 12.54% to Rs. 15344.19 lacs, its profitability was impacted on account of the competitive market environment coupled with slow down in the business verticals in which EPC segment of the Company operates. The current business verticals of the EPC Division viz. Telecom, Power and Sewerage pipeline building are now geared up for improved performance with change in backlog order composition with enhanced EBITDA margins and a special emphasis on sewerage pipelines and telecommunication networks in which the Company possesses requisites skill and knowledge quotient meeting the contemporary technological requirements.

The domestic telecom cable industry is expected to grow at a reasonable pace over the medium-term. During the year under review, your Company consolidated its pre-eminent position in the industry through capacity augmentation and new product launches at its OFC plant which became operational at the end of the financial year. The full benefit of expansion is expected to accrue in future which will further strengthen the performance of the Company. To keep abreast with the latest trends in the industry, your Company shall continue to accord priority for technological upgradation of its production facilities, with the aim of improving assets performance and cost competitiveness. Your Company''s consciously pursued strategy of de-risking the infrastructure of traditional PIJF Cables business by scaling up the production facilities for Quad, Railway Signaling and other specialty copper cables has yielded positive results in terms of sustained market share and margin improvement.

Your Company continues to focus on developing new products by innovation and as per the latest industry requirements, which will further strengthen its competitiveness in both domestic and export market places, leading to overall improved operational efficiency.

DIVIDEND

After considering the Company''s profitability, cash flow and overall financial performance, the Board of Directors of the Company is pleased to recommend a Dividend of Rs. 2.00 per equity share of Rs. 10/- each (i.e. 20%) for the financial year ended March 31, 2014. The total quantum of Dividend, if approved by the Members, will be about Rs. 237.02 lacs while about Rs. 40.28 lacs will be paid by the Company towards Dividend Distribution Tax and Surcharge thereon. Your Board also recommends a transfer to General Reserve of Rs.200.00 lacs leaving a surplus of Rs. 2419.94 lacs in the statement of Profit and Loss to be carried forward.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, Report on Corporate Governance and a Certificate by the Managing Director (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.

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 March 31, 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 profit for the year ended March 31, 2014;

. proper and sufficient care has 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 March 31, 2014 have been prepared on a ''going concern'' basis.

JOINT VENTURE

Your directors are pleased to inform that Birla Ericsson Optical Ltd., a venture promoted by your Company in association with Universal Cables Ltd. and Ericsson Cables AB, Sweden has posted encouraging 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 a volatile and uncertain 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 to maintain high awareness levels. The Company has also stressed the need to adopt the highest safety standards on EPC business segment projects with the emphasis on ensuring that safety on all projects under execution are given a great deal of importance. The Company will also revisit its safety standards and norms from time to time in order to raise the bar of safety for its people as well as users and customers.

RECOGNITION

The Company''s manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System ISO 9001:2008 and Environmental Management System ISO 14001:2004. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

Your Directors are pleased to inform that Engineering Export Promotion Council - Western Region has awarded the Company with a trophy for "Star Performer” as medium enterprise in the product group of project exports for outstanding contribution to engineering exports during the year 2011-12, which reflects its successful strategies.

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 Pracheta Majumdar, 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 Shiv Dayal Kapoor was appointed as an Additional Director designated as an Independent Director w.e.f. May 19, 2014 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Shri Shiv Dayal Kapoor for appointment as an Independent Director, not liable to retire by rotation at the ensuing Annual General Meeting.

Pursuant to Section 149(6) of the Companies Act, 2013, Directors are required to inform their status as to ‘Independent Director'' (ID) in the first meeting of the Board of Directors held from April 1, 2014. Accordingly three of the Directors of your Company viz.

(i) Shri J.Veeraraghavan, (ii) Shri S.K. Misra and (iii) Shri R.C.Tapuriah 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 May 19, 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 April 1, 2014. Your Board has deemed it prudent and recommended to the Shareholders their appointment as IDs for a period upto 5 years 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.

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 and the period for which the firm has held office as Auditors prior to the commencement of the Companies Act, 2013 shall be taken into account for calculating the period of five or ten consecutive years, as the case may be. In other words, the Company can make appointment of auditors for five years at a time. Since Messrs V. Sankar Aiyar & Co. has been functioning as Auditors of the Company since last four consecutive years, the Board of Directors unanimously agreeing to the recommendation of the Audit Committee, further recommends re-appointment of Messrs V.Sankar Aiyar & Co. as Statutory Auditors of the Company for one year to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting of the Company, subject to ratification by shareholders.

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 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 September 27,2013 and September 05, 2013 respectively.

AUDITORS'' 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.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard (AS)-21 "Consolidated Financial Statements” read with Accounting Standard (AS)-27 "Financial Reporting of Interests in Joint Venture", the Consolidated Financial Statements form part of the Annual Report. These Group Accounts have been prepared on the basis of audited financial statements received from subsidiaries and a joint venture company, as approved by their respective Board of Directors.

SUBSIDIARY COMPANIES

A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies is attached and forms part of the Annual Report. None of the subsidiary companies is a material non-listed Indian Subsidiary company as defined under Clause 49 of the Listing Agreement(s) with stock exchanges.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said Circular.

The Financial Statements of the subsidiary companies and other detailed information shall be made available to the members seeking such information at any point of time. The annual accounts of the subsidiary companies will also be available for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given as none of the employees qualifies for such disclosure.

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 therein, the concerned particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms 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 and 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 executives, staff and workers.

Yours faithfully, Harsh V.Lodha Chairman

J.Veeraraghavan S.K.Misra R.C.Tapuriah Directors D.R.Bansal

Y.S.Lodha Managing Director

New Delhi, May 19, 2014


Mar 31, 2013

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

ACCOUNTS & FINANCIAL MATTERS

2012-13 2011-12 Rs. in lacs Rs. in lacs

Revenue from operations (gross) 35815.84 26277.30

Other income 917.40 681.96

36733.24 26959.26

The year''s working shows a Gross Profit/(Loss) (after Interest) of - 1064.37 (824.52)

Less : Depreciation and Amortisation expense 476.62 475.76

Profit/(Loss) before Tax 587.75 (1300.28)

Current Tax(MAT) 13.81 -

Income tax and fringe benefit tax charge/ (credit) of earlier years - 3.18

Net Profit/(Loss) for the year 573.94 (1303.46)

Your Directors regret their inability to recommend any equity dividend for the year in order to conserve cash resources for future business requirements.

GENERAL & CORPORATE MATTERS

During the year under review, your Company has reported improved performance; achieving higher revenue from operations by 36.30%. The year 2012 witnessed the heightened regulatory uncertainty in the telecom sector, which forced all the stakeholders in the industry, to play safe in terms of reduced network roll-out, which affected your company''s overall business outlook. However, the current year promises full of new projects being lined up by major companies in public sector such as Bharat Broadband Network Limited (BBNL) for its National Optical Fibre Network Project (NoFN), BSNL''s Network for Spectrum (NFS) for Defence forces. In private sector, a leading Telecom player''s roll out of a country-wide 4G LTE network using high fibre count ribbon type OF cable and all other private telecom operators'' plan of enhancing their network reach for their 2G and 3G networks, etc. will add wings to the government''s initiatives. The last budget presented in the Parliament, which is being regarded as realistic hinge on growth and development, will definitely pave the way for growth in the infrastructure to significant levels which indirectly will contribute to the performance of Company''s EPC Division, in the near future.

The gross revenue from operations for the year under review increased to Rs.35815.84 lacs as compared to Rs.26277.30 lacs during the previous year mainly due to increased revenue from cables business by 49.64% (Rs.21307.39 lacs vs. Rs.14239.27 lacs in the previous year). The increased revenue paved the way for higher profitability despite a significant increase in finance costs.

A focused approach by debottlenecking the PIJF Copper Telecom cable production facilities to Railway Quad, Signaling and other specialty copper cables has enhanced the performance of your company in a considerably way, by contributing 40% of the cable division''s revenue with better market share, which is worth mentioning. Also the increased off take of optical fibre cable by a leading public sector telecom operator and other important private operators coupled with continuous improvement in export markets has added to the top line performance significantly. As the Company has already focused on clear and consistent priorities to invest in the future to create increased and new revenue streams by continuously upgrading and modernizing the production facilities, the demand for telecom cables which is likely to witness considerable growth with the emergence of government''s initiatives and other private customers will be met and the Company can continue to deliver quality products and enjoy customers'' loyalty for products which are witnessing expanding volumes.

Your Directors believe the demand for telecom cables will gain a fillip as the NOFN project will be requiring, laying of fibre to pre-last mile stage, which is aimed at reaching 250,000 gram panchayats. In addition to the above, the government''s commitment to improve the infrastructure sector will also generate more revenue for your Company''s EPC Division to grab major projects in the power and telecom sectors.

The EPC Division sales increased from Rs.11582.80 lacs to Rs.13654.12 lacs, an increase of 17.88% compared to the previous year. The current business verticals of the EPC Division viz. Telecom, Power and Sewerage pipeline building are now geared up for improved performance with change in backlog order composition with enhanced EBITDA margins with a special emphasis on Sewerage pipeline projects.

To keep abreast with the latest trends in the industry, your Company has been continuously augmenting and upgrading the production facilities, with a close watch on cost controls. To have better operational income, your company is adopting a continuous improvement approach by way of optimum resource utilization, prudent sourcing practices of all materials required across different business verticals. Your Company would continue to develop new products by innovation and as per the latest industry requirements, which will further strengthen its competitiveness in both domestic and export market places, leading to customers'' bliss and improved operational efficiency.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, Report on Corporate Governance and a Certificate by the Managing Director (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.

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 March 31, 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 profit for the year ended March 31, 2013;

- proper and sufficient care has 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 March 31, 2013 have been prepared on a ''going concern'' basis.

JOINT VENTURE

Your directors are pleased to inform that Birla Ericsson Optical Ltd., a venture promoted by your Company in association with Universal Cables Ltd. 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.

RECOGNITION

The Company''s manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System ISO 9001:2008 and Environmental Management System ISO 14001:2004. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

Your Company is pleased to inform that Engineering Export Promotion Council, which is a body constituted under Union Ministry of Commerce and Industry, has given the award of Star Performer in the export segment for the Company''s various products and services for the year 2010-11.

DIRECTORS

The Board of Directors of the Company at its meeting held on October 31, 2012 has re-appointed Shri Y.S.Lodha as the Managing Director of the Company for a further period of 3 (Three) years with effect from November 4, 2012 to November 3, 2015 for which requisite approvals including from shareholders of the Company vide a Special Resolution passed at the Extra-Ordinary General Meeting held on December 10, 2012 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 J.Veeraraghavan, 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 Annual Report.

AUDITORS

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

Your Company has appointed Messrs D.Sabyasachi & Co., Cost Accountants, 97/2, Suren Sarkar Road, Beleghata, Trikon Park, Kolkata - 700010 as Cost Auditors for conducting audit of the cost accounts maintained by the Company in respect of cables. 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 09.01.2013 respectively.

AUDITORS'' 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.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard (AS)-21 "Consolidated Financial Statements" read with Accounting Standard (AS)-27 "Financial Reporting of Interests in Joint Venture", the Consolidated Financial Statements form part of the Annual Report. These Group Accounts have been prepared on the basis of audited financial statements received from subsidiaries and a joint venture company, as approved by their respective Board of Directors.

SUBSIDIARY COMPANIES

A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies is attached and forms part of the Annual Report. In terms of the general exemption granted by the Ministry of Corporate Affairs vide its circular no.02/2011 dated February 8, 2011, the audited Accounts and Reports of Board of Directors and Auditors of the Company''s subsidiaries have not been annexed to this Annual Report. The Company has complied with the requirements as prescribed under the said circular. The consolidated financial statements prepared in accordance with Accounting Standard (AS)-21 read with Accounting Standard (AS)-23 forming part of this Annual Report include the financial information of the subsidiary companies. None of the subsidiary companies is a material non-listed Indian Subsidiary company as defined under Clause 49 of the Listing Agreement(s) with stock exchanges.

PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given as none of the employees qualifies for such disclosure.

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 therein, the concerned particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms 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 and esteemed customers and other business associates.

The Directors appreciate and value the contributions made by every member of the VTL family.

Yours faithfully,

Harsh V. Lodha Chairman

J. Veeraraghavan

S.K. Misraq2 Directors

R.C. Tapuriah

D.R. Bansal

Y.S. Lodha Managing Director

New Delhi, May 21, 2013


Mar 31, 2012

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

ACCOUNTS & FINANCIAL MATTERS

2011-12 2010-11 Rs. in lacs Rs. in lacs

Revenue from operations (gross) 26277.30 20451.26

Other income 681.96 1081.51

26959.26 21532.77

The year's working shows a Gross Profit/(Loss) (after Interest) of - (824.52) 843.37

Less : Depreciation and Amortisation expense 475.76 462.12

Profit/(Loss) before Tax (1300.28) 381.25

Income tax and fringe benefit tax credit of earlier years 3.18 (0.79)

Net Profit/(Loss) for the year (1303.46) 382.04

Your Directors regret their inability to recommend any equity dividend for the year in order to conserve cash resources for future business requirements.

GENERAL & CORPORATE MATTERS

During the year under review, your Company's revenue from operations was higher than the previous year by 28.49%. This is appreciable given the fact that telecommunications sector in India has been facing considerable uncertainty in the recent past due to unfavourable regulatory environment, which has slowed down the domestic capex cycle of the telecom operators. As a consequence telecommunications cables manufacturers have had to struggle for business with lower volumes and longer credit periods. Despite this major but temporary aberration leading to reduced telecommunications cables consumption during the year under review, pent- up demand is expected to remain strong. However the magnitude and timing will depend upon clarity on major policy issues and consequent resource allocations by the Government and the telecom operators. In addition to this, the liquidity constraints and slow decision making process in the power and telecommunications infrastructure sectors in India where huge upfront investment commitment is a pre-requisite, have led to uninspiring performance by Company's EPC Division as the anticipated growth did not materialize.

The gross revenue from operations for the year under review increased to Rs. 26277.30 lacs as compared to Rs. 20451.26 lacs during the previous year mainly due to increased revenue from cables business by 55.39% (Rs.14100.29 lacs vs. Rs.9074.26 lacs in the previous year) and a modest increase of Rs. 736.08 lacs in EPC Division (Rs.11498.24 lacs vs. Rs. 10762.16 lacs of previous year). Your Company's consciously pursued strategy of de-risking the infrastructure of traditional PIJF Cables business by scaling up the production facilities for Quad, Railway Signaling and other speciality copper cables has yielded positive results in terms of increased market share, margin expansions and sustainability. The Company will continue to focus on delivering outstanding and differentiated products and developing customers' loyalty for these products which are witnessing expanding volumes.

However, despite the increase in the overall revenue, the Company suffered a gross loss of Rs.824.52 lacs for the year as against the gross profit of Rs.843.37 lacs during the previous year mainly on account of lower than anticipated volume of business, intense competition leading to compromise on margins, longer working capital cycle due to financial strife faced by the ultimate customers in Power & Telecom sectors, higher finance costs and negative foreign exchange rate fluctuation.

Your Directors believe that Government shall decide the final framework of the new telecom policy which will eventually pave the way for speedy implementation of broadband infrastructure projects including laying of a nationwide OFC network to bring more than one million villages into high speed internet. Your Company is already geared up to exploit such a huge business opportunity.

The EPC Division sales increased from Rs.10762.16 lacs to Rs.11498.24 lacs, an increase of 6.84% compared to the previous year. During the year under review the EPC Division's operating performance came under stress due to lower margins, liquidity constraints with the customers and general depression in the business segment it operates. However, the current business verticals of the EPC Division viz. Telecom, Power and Gas distribution pipelines are now geared up for improved performance with change in backlog order composition with enhanced EBITDA margins. Your Company also awaits the final outcome of tenders floated by BSNL for supply and laying of a dedicated nationwide alternate communication network for Defence forces in which your Company alongwith consortium members had emerged as the lowest bidders for two of the packages and also for the Navy OFC Network project where your Company emerged as the lowest bidder.

In view of fast changing trends in the industry, your Company continues to accord priority to control operating costs by deploying contemporary technologies and practices including outsourcing, to keep the business humming. Additionally, planned sourcing of materials and resource optimization across different verticals of EPC Division will eventually ensure higher operating margins. Your Company would continue to accord thrust on development of new products as per evolving industry standards, which will further strengthen its competitive abilities in domestic and overseas market places and improve upon operational performance.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, Report on Corporate Governance and a Certificate by the Managing Director (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.

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 March 31, 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 March 31, 2012;

- proper and sufficient care has 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 March 31, 2012 have been prepared on a 'going concern' basis.

JOINT VENTURE

In view of the depressed market conditions, Birla Ericsson Optical Ltd., a venture promoted by your Company in association with Universal Cables Ltd. and Ericsson Cables AB, Sweden has unfortunately shown a downturn in financial performance during the year under review.

Your directors are pleased to inform that your Company has entered into a joint venture agreement for setting up a project in the Kingdom of Saudi Arabia for, interalia, manufacturing and sale of Optical Fibre Cables, FTTx, connectivity products & accessories, etc. in order to exploit the emerging business opportunities in Middle East and North Africa regions. Your company also envisages to provide technical support to the new joint venture company for manufacturing Optical Fibre Cables through a technical collaboration agreement.

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.

RECOGNITION

The Company's manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System ISO 9001:2008 and Environmental Management System ISO 14001:2004. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri R.C.Tapuriah and Shri D.R.Bansal, 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 Annual Report.

AUDITORS

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

Messrs D.Sabyasachi & Co., Cost Accountants have been appointed as the Cost Auditors of the Company for audit of cost accounts relating to Cables.

AUDITORS' REPORT

Notes to the Financial Statements are self explanatory and therefore, do not call for any further comments or explanations.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard (AS)-21 "Consolidated Financial Statements" read with Accounting Standard (AS)-27 "Financial Reporting of Interests in Joint Venture", the Consolidated Financial Statements form part of the Annual Report. These Group Accounts have been prepared on the basis of audited financial statements received from subsidiaries and a joint venture company, as approved by their respective Board of Directors.

SUBSIDIARY COMPANIES

A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies is attached and forms part of the Annual Report. In terms of the general exemption granted by the Ministry of Corporate Affairs vide its circular no.02/2011 dated February 8, 2011, the audited Accounts and Reports of Board of Directors and Auditors of the Company's subsidiaries have not been annexed to this Annual Report. The Company has complied with the requirements as prescribed under the said circular. The consolidated financial statements prepared in accordance with Accounting Standard (AS)-21 read with Accounting Standard (AS)-23 forming part of this Annual Report include the financial information of the subsidiary companies. None of the subsidiary companies is a material non-listed Indian Subsidiary company as defined under Clause 49 of the Listing Agreement(s) with stock exchanges.

PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given as none of the employees qualifies for such disclosure.

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 therein, the concerned particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms 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 and esteemed customers and other business associates.

The Directors appreciate and value the contributions made by every member of the VTL family.

Yours faithfully,

Harsh V. Lodha Chairman

J. Veeraraghavan

S.K. Misra Directors

R.C. Tapuriah

D.R. Bansal

Y.S. Lodha Managing Director

New Delhi, May 16, 2012

 
Subscribe now to get personal finance updates in your inbox!