Directors Report of Shilpi Cable Technologies Ltd.

Mar 31, 2016

Dear Members

The Directors have pleasure in presenting the 10th Annual Report of your Company together with the Audited financial Statements for the financial year ended 31st March, 2016.

1. Financial Highlights

Financial Summary and performance Highlights of your Company, for the financial year ended 31st March, 2016 on standalone basis, are as follows:

(Rs. in lacs)

PARTICULARS	Year ended 31.03.2016	Year ended 31.03.2015
Revenue from operations	190,581.13	140,767.79
Other Income	366.96	393.82
Increase/(Decrease) in stocks	(2,050.27)	(3,037.37)
Total Income	190,948.09	141,161.61
Total Expenditure	182,249.58	135,899.72
Profit/ (Loss) Before tax	8,698.51	5,261.89
Provision for tax	3,068.15	1,763.63
Profit after tax	5,630.36	3,498.26
Paid-up Share Capital	11,063.23	10,263.23
Reserves and Surplus (excluding revaluation reserve)	25,190.25	17,099.00

Previous year’s figures have been regrouped/ rearranged wherever considered necessary.

2. Year in Retrospect

During the year under review, total income of the Company was Rs. 190,948.09 lacs as against Rs. 141,161.61 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 5,630.36 lacs for the year as against a profit of Rs. 3,498.26 lacs in previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

3. Reserves & Surplus

The net movement in the major reserves of the Company for FY 2015-16 and the previous year are as follows:

(Rs. In lacs)

Particulars	FY 2015-16	FY 2014-15
Securities Premium Account	9955.40	5955.41
Debenture Redemption Reserve	310.00	310.00
Profit & Loss A/c (Cr.)	14924.85	10833.59
Total	25190.25	17099.00

During the year under review, the Company has not transferred any amount to any reserves.

4. Public deposits

During the financial year 2015-16, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

5. Material Changes after the close of the financial year affecting the financial position of the Company

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March, 2016 till the date of this report, except that the Board of Directors of your Company has approved the following in its meeting held on 30th May, 2016:

a. Setting up of project at Abu Dhabi, UAE through its subsidiary, having capacity of 60,000 MT for manufacturing of copper products with an investment of 150 million US Dollar out of which 50 million US Dollar will be invested through equity and the balance 100 million US Dollar will be through debt.

b. Acquisition of 100% share of Shilpi Worldwide PTE Ltd, Singapore which is presently a step down wholly owned subsidiary of the Company.

Accordingly the Company has bought 100% the shares of Shilpi Worldwide PTE Ltd, Singapore from company’s direct wholly owned subsidiary -Shilpi Worldwide DMCC at the value of USD 5,303,947. After this transaction, Shilpi Worldwide PTE Ltd, Singapore has become a direct wholly owned subsidiary of the Company instead of step down wholly owned subsidiary.

6. Dividend

Your Directors are pleased to recommend a dividend of Re.1/- per equity share for the financial year ended 31st March, 2016, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

7. Performance and Financial Position of Subsidiaries/ Joint Ventures/ Associates

As on 31st March, 2016, the Company had One Wholly Owned Subsidiary Company viz. “Shilpi Worldwide DMCC, UAE” and one step down subsidiary viz. Shilpi Worldwide PTE Ltd, Singapore.

Winston Metal FZE, UAE (WM FZE) was a step down subsidiary of your Company through the wholly owned subsidiary Shilpi Worldwide DMCC, UAE. During the financial year under review Winston Metal FZE, UAE (WM FZE) ceased to be step down subsidiary of your Company.

Shilpi Worldwide DMCC, UAE: During the year under review, the revenue of the Company decreased from AED 852,863,754 in the financial year 2014-15 to AED 743,385,646 in the financial year 2015-16.

Shilpi Worldwide PTE Ltd, Singapore: During the year under review, the sales of the Company increased from USD 57,473,889 in the financial year 2014-15 to USD 89,613,930 in the financial year 2015-16 due to which the gross profit also decreased from USD 1,426,923 to USD 965,742. After the close of the financial year, Shilpi Worldwide PTE Ltd, Singapore has now become the direct wholly owned subsidiary of your Company.

The consolidated financial statement of the Company and its subsidiaries are prepared in manner as provided under Section 129 of the Companies Act, 2013 read with rules made there under. Accordingly, statement containing the salient feature of the financial statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures in Form AOC-1 is attached as Annexure-I.

Policy for determining material subsidiaries of the Company has been provided on the website: http:// www.shilpicables.com/pdf/Policy%20for%20Determing%20Material%20Subsidiary.pdf

8. Change in the nature of business

There has been no major change in the nature of business of your Company during the year.

During the year, the Company has entered into a joint venture with the Eyecom Telecommunications Equipments Ltd, headquarter in New Zealand, one of leading RF path technology solution providers globally, to introduce Base Station Antenna (BSA) products for 2G/3G/4G for marking its foray in the next generation technology of Radio Frequency (RF). The Joint Venture Company for this purpose is under incorporation and the operations of the joint venture shall start after formation of the Joint Venture Company.

Your Board has also decided to set-up a project at Abu Dhabi, UAE through its subsidiary, having capacity of 60,000 MT for manufacturing of copper products, which is under process.

9. Directors and Key Managerial Personnel

In terms of Section 149 of the Companies Act, 2013, the Company has appointed the following as Independent Directors of the Company:

- Mr. Sunil Kala

- Mr. Sandeep Gupta

- Mr. Vikas Gupta

- Mrs. Malika Gupta (resigned w.e.f. 4th August, 2016)

- Mrs. Chitra Sarkar

In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors are non rotational. The details of the familiarization programmes for Independent Directors are disclosed on the Company’s website

http://www.shilpicables.com/pdf/Familiarisation%20Programme%20for%20Ind.%20Directors.pdf

In terms of Section 203 of the Act, the following are appointed/ designated as Key Managerial Personnel of your

Company by the Board:

- Mr. Manish Goel, Managing Director

- Mr. Ghanshyam Pandey, Whole-Time Director

- Mr. Manish Bhatt, Chief Executive Officer

- Mr. Ajay Mahajan, Chief Financial Officer (appointed with effect from 14th August, 2015)

- Ms. Sneha Modi, Company Secretary (resigned with effect from 23rd June, 2016)

- Mr. Ravi Shankar, Company Secretary (appointed with effect from 12th August, 2016)

During the year and till the date of report, details of change in the Board of Directors and the Key Managerial Personnel are as below:

Name	Designation	Date of Appointment	Date of Resignation	Date of change in designation
Mr. Vikas Gupta	Director	31-03-2015	N.A.	30-09-2015*
Mr. Hans Das Maheshwari	Director	31-01-2015	N.A.	30-09-2015*
Mrs. Malika Gupta	Director	31-03-2015	04-08-2016	30-09-2015*
Mrs. Chitra Sarkar	Director	29-05-2015	N.A.	30-09-2015*
Mr. Vikas Jaiswal	CFO	26-05-2014	14-07-2015	N.A.
Mr. Ajay Mahajan	CFO	14-08-2015	N.A.	N.A.
Ms. Sneha Modi	Company Secretary	27-01-2014	23-06-2016	N.A.
Mr. Ravi Shankar	Company Secretary	12-08-2016	N.A.	N.A.

* Additional Directors appointed as Directors in the Annual General Meeting.

Mr. Ghanshyam Pandey, Whole Time Director is liable to retire by rotation in the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Directors recommend his re-appointment.

The Board has laid down separate Codes of Conduct for Directors and Senior Management personnel of the Company and the same are posted on the Company’s website at http://www.shilpicables.com/pdf/code new.pdf. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance.

10. Declaration of Independence

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

11. Disclosure of commission paid to managing or whole time directors

There is no commission paid or payable by your company to the managing director or the whole time director.

12. Number of meetings of the Board of Directors

The details of the number of Board of Directors of your Company are as below:

Meeting	No. of Meeting	Dates of Meeting
Board of Directors	Six (6)	29-05-2015, 14-08-2015, 13-10-2015, 26-10-2015, 07-11-2015, 12-02-2016

The details of the date of Board Meeting, meeting of the Committees of the Board including attendance of the directors in such meeting in mentioned in the Corporate Governance Report attached to this Directors Report.

13. Annual Evaluation of Board performance and performance of its committees and individual directors

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the listing agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees. Feedback was sought from Directors about their views on the performance of the Board covering various criteria. Feedback was also taken from directors on his assessment of the performance of the other Directors. The Nomination and Remuneration Committee (NRC) then discussed the above feedback received from all the Directors. Based on the inputs received, the Chairman of the NRC also made a presentation to the Independent Directors at their meeting, summarizing the inputs received from the Directors as regards Board performance as a whole, and of the Chairman. Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) was discussed by the Chairman of the NRC with the Chairman of the Board.

Every statutorily mandated committee of the Board conducted a self-assessment of its performance and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. Feedback was provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation were presented to the Board.

14. Remuneration Policy for the Directors, Key Managerial Personnel and other employees

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the listing agreement, the Board of Directors of the Company has formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee.

The Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters is set-out in Annexure-II to this Report.

15. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

- Finance Committee

Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mr. Sandeep Gupta- Chairman (Non-executive Independent Director)

2. Mr. Ghanshyam Pandey- Member (Executive Director)

3. Mr. Sunil Kala - Member (Non-executive Independent Director)

Stakeholders Relationship Committee:

1. Mr. Sandeep Gupta- Chairman (Non-executive Independent Director)

2. Mr. Ghanshyam Pandey- Member (Executive Director)

3. Mr. Sunil Kala - Member (Non-executive Independent Director)

Nomination and Remuneration Committee:

1. Mr. Sandeep Gupta- Chairman (Non-executive Independent Director)

2. Mr. Sunil Kala - Member (Non-executive Independent Director)

3. Mr. Mukesh Kumar Gupta- Member (Non-executive Director )

Corporate Social responsibility Committee

1. Mr. Sandeep Gupta- Chairman (Non-executive Independent Director)

2. Mr. Ghanshyam Pandey- Member (Executive Director)

3. Mr. Sunil Kala - Member (Non-executive Independent Director)

Finance Committee

1. Mr. Mukesh Kumar Gupta- Chairman (Non-executive Director)

2. Mr. Manish Goel - Member (Executive Director)

3. Mr. Ghanshyam Pandey- Member ( Executive Director)

4. Mr. Sunil Kala - Member (Non-executive Independent Director)

5. Mrs. Chitra Sarkar- Member (Non-executive Independent Director)

16. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by the Board.

17. Conservation of Energy, Technology Absorption

The information on conservation of energy and technology absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure-III.

18. Particulars of Employees and Remuneration

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in Annexure-IV to this Report.

19. Related Party Transactions

In line with the requirements of the Companies Act, 2013, Listing Agreement & SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Company’s website: http://www.shilpicables.com/pdf/RPT%20Policy.pdf . Details of Related Party Transactions as per AOC-2 are provided in Annexure-V.

20. Loans and investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in notes to the financial statements.

21. Extract of Annual Return

Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9, is provided in Annexure-VI.

22. Auditors and auditors’ report:

M/s. RMA & Associates, Chartered Accountants (Firm Registration No. 00978N) have been appointed as the Statutory Auditors of the Company in the 8th Annual General Meeting of the Company held on September 1, 2014, to hold the office till the conclusion of 13th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting.

Further, the ratification in respect with the appointment of M/s. RMA & Associates, Chartered Accountants as the Statutory Auditors of the Company is proposed for the ratification of shareholders in the Notice of 10th Annual General Meeting of the Company.

The Auditors’ Report for the financial year 2015-16, does not contain any qualification, observation or adverse remarks and accordingly no comments required by your Board of Directors on the same.

23. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Secretarial Audit Report provided by the Secretarial Auditors is annexed as Annexure-VII.

The Secretarial Auditors’ Report for the financial year 2015-16, does not contain any qualification, observation or adverse remarks and accordingly no comments required by your Board of Directors on the same.

24. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The report of the statutory auditors on the Internal Financial Control of the Company is part of the Auditors Report on the annual Financial Statement of the Company for the financial year ended 31st March, 2016.

In terms of section 138 of the Companies Act, 2013, Mr. Yogesh Tayal, Chartered Accountant is the Internal Auditor of your Company. The Company has also an Audit Committee, who interacts with the Statutory Auditors, Internal Auditor and Management in dealing with matters within its terms of reference.

25. Risk management

Your Directors has adopted a Risk Management Policy for the Company. The Audit Committee of the Company reviews the risks involved in the Company from time to time, if any, and takes appropriate measures to minimize the same. The Audit Committee ensures that the policy for risk management is adopted across the Company.

The copy of Risk Management Policy is uploaded on website of the Company at http://www.shilpicables.com/ pdf/Risk%20Management%20Policy.pdf

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment. Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as decided by the management.

There are no risks which in the opinion of the Board threaten the existence of your Company.

26. Cost Records and Cost Audit Report

On the recommendation of Audit Committee, the Board of Directors in its meeting held on 12th August, 2016 has appointed M/s. MM & Associates, Cost Accountants as the Cost Auditor of the Company for the financial year 2016-17 on the aggregate remuneration of Rs. 60,000/- (Rupees Sixty Thousand only) plus taxes, as applicable and out of pocket expenses, in accordance with the provisions under Section 148 of the Companies Act, 2013 read with rules made there under.

The remuneration payable to the Cost Auditor of the Company has been proposed for the ratification by the members of the Company and shall form part of the notice of 10th Annual General Meeting.

27. Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to Section 177(9) of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the listing agreement, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The copy of vigil mechanism policy is uploaded on the website of your company at http://www.shilpicables.com/pdf/Vigil%20Mechanism%20Policy.pdf

28. Corporate Governance

Pursuant to the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the Listing Agreements with the Stock Exchanges and relevant sections of the Act, the Management Discussion and Analysis Report are annexed as Annexure-VIII. Further a Report on Corporate Governance and Certificate on compliance of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is as Annexure-IX.

29. Code of Conduct for Prevention of Insider Trading

Your Company’s Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company.

The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on the website of the Company - http://www.shilpicables.com/pdf/16may.pdf

Your Board of Directors has also approved the Code for Fair Disclosure and the same can be accessed through the following link: http://www.shilpicables.com/pdf/16may2.pdf

30. Corporate Social Responsibility

Shilpi is committed to improve quality of lives of people in the community its serves through long term stakeholder value creation. CSR activities at Shilpi are implemented through Adarsh Shiv Shakti Shiksha Samiti (Presidium School) & Nathiya Charitable Trust. The Board has constituted a Corporate Social Responsibility Committee headed by Mr. Sandeep Gupta as Chairman, with Sunil Kala and Mr. Ghanshyam Pandey as Members. The Company has framed its CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on the Company’s website at the web link: http://www.shilpicables.com/pdf/CSR%20Policy%20.pdf

The Annual Report on Corporate Social Responsibility Activities is annexed as Annexure-X.

31. Significant/material orders passed by the regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

32. Employees Stock Option Scheme

Your Company has implemented as an Employee Stock Option Scheme (Shilpi ESOS 2014), to reward the eligible employees for their contribution to the success of the Company and to provide an incentive to continue contributing to the success of the Company. It is envisaged that the Scheme is to attract, reward, motivate and retain its employees for high levels of individual performance which will ultimately contribute to the success of the Company. The relevant disclosure as per the SEBI (Share Based Employee Benefits) Regulations, 2014 read with the SEBI Circular No. CIR/CFD/ POLICY CELL/ 2/ 2015 dated 16th June, 2015 is as below:

1.	Relevant disclosures in terms of the ‘Guidance note on accounting for employee share-based payments’ issued by ICAI or any other relevant accounting standards as prescribed from time to time	Disclosed in the financial statement [Please see subnote no. 18 of note 27]
2.	Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with Accounting Standard 20 -Earnings Per Share’ issued by ICAI or any other relevant accounting standards as prescribed from time to time	Disclosed in the financial statement [Please see subnote no. 10 of note 27]
3.	Details related to ESOS:
(i)	A description of each ESOS that existed at any time during the year, including the general terms and conditions of each ESOS, including
	(a) Date of shareholder’s approval	1st September, 2014
	(b) Total no. of options approved under ESOP	5,00,000 (five lacs)
	(c) Vesting requirements	a. 33% of the total Options Granted on the Grant Date, shall vest on the 2nd Anniversary of the Grant Date; b. Further 33% of the total Options Granted on the Grant Date, shall vest on the 3rd Anniversary of the Grant Date; c. Balance of the total Options Granted on the Grant Date, shall vest on the 4th Anniversary of the Grant Date

	(d) Exercise price or price formula	The Exercise Price of the Option shall be Rs. 10/per share.
	(e) Maximum term of options granted	Five years from the Grant Date
	(f) Source of shares (primary, secondary or combination)	Primary
	(g) Variation in terms of options	N.A.
(ii)	Method used to account for ESOS - Intrinsic or fair value	Intrinsic
(iii)	Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.	Disclosed in the financial statement [Please see subnote no. 18 of note 27]
(iv)	Option movement during the year (For each ESOS):
	(a) Number of options outstanding at the beginning of the period	Nil
	(b) Number of options granted during the year	436826
	(c) Number of options forfeited / lapsed during the year	37461
	(d) Number of options vested during the year	Nil
	(e) Number of options exercised during the year	Nil
	(f) Number of shares arising as a result of exercise of options	Nil
	(g) Money realized by exercise of options (INR), if scheme is implemented directly	Nil
	(h) Loan repaid by the Trust during the year from exercise price received	N.A.
	(i) Number of options outstanding at the end of the year	399365
	(j) Number of options exercisable at the end of the year	Nil
(v)	Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.	N.A.[no exercise of option during the year]
(vi)	Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to -
	(a) senior managerial personnel/ KMPs;
	Mr. Ghanshyam Pandey - Whole-Time Director	30,813
	Mr. Manish Bhatt - Chief Executive Officer	30,813
	Ms. Sneha Modi - Company Secretary	1,707
	(b) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year
	Mr.Vinay Mittal - Group CFO	30,813	7.05%
	Mr. M. K. Sethi - President	30,813	7.05%
	Mr. R. Madhavan - Business Head (Telecom)	30,813	7.05%

	(c) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	Nil
(vii)	A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:	Disclosed in the financial statement [Please see sub-note no. 18 of note 27]
	(a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model;
	(b) the method used and the assumptions made to incorporate the effects of expected early exercise;
	(c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and
	(d) whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition

Your Board of Directors has obtained a certificate from the auditors of the company that the Shilpi Employees Stock Option Scheme - 2014 is being implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolution of the company passed in the Annual General Meeting held on 1st September, 2014. The Auditors’ Certificate shall be laid before the ensuing Annual General Meeting of your Company.

33. Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition And Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Shilpi Cables premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is Internal Complaint Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. ICC has its presence at corporate office as well as at site locations.

During the year ended 31st March, 2016, the ICC has not received any complaints pertaining to sexual harassment.

34. Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2016 and of the profit and loss of the Company for the financial year ended 31st March, 2016;

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

d. the annual accounts have been prepared on a ‘going concern’ basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

35. Stock Exchange Listing

The shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited. The listing fee for the financial year 2016-17 has been paid to BSE and National Stock Exchange of India Limited.

36. General

Your Board of Directors further confirms that (a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and, (b) there is no scheme in your Company to finance any employee to purchase shares of your Company.

37. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

On behalf of the Board of Directors

For Shilpi Cable Technologies Limited

Manish Goel Mukesh Kumar Gupta

Date : 12th August,2016 Managing Director Chairman

Place : New Delhi DIN-00163105 DIN-00163044

---

Mar 31, 2015

Dear Members

The Directors have pleasure in presenting the 9th Annual Report of your Company together with the Audited financial Statements for the financial year ended 31st March, 2015.

1. Financial Highlights

Financial Summary and performance Highlights of your Company, for the financial year ended 31st March, 2015 are as follows:

(Rs. in lacs)

PARTICULARS Year ended Year ended 31.03.2015 31.03.2014

Revenue from operations 140,767.79 98,603.39

Other Income 393.82 333.37

Increase/(Decrease) in stocks (3,037.37) (884.91)

Total Income 141,161.61 98,936.76

Total Expenditure 135,899.72 94,951.30

Profit/(Loss) Before tax 5,261.89 3,989.80

Provision for tax 1,763.63 1,186.79

Profit after tax 3,498.26 2,803.01

Paid-up Share Capital 10,263.23 4,931.61

Reserves and Surplus (excluding revaluation reserve) 17,099.00 17,304.99

Previous year's figures have been regrouped/ rearranged wherever considered necessary.

2. Year in Retrospect

During the year under review, total income of the Company was Rs. 141,161.61 lacs as against Rs. 98,936.76 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 3,498.26 lacs for the year as against a profit of Rs. 2,803.01 lacs in previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

3. Reserves & Surplus

The net movement in the major reserves of the Company for FY 2014-15 and the previous year are as follows:

(Rs. In lacs)

Particulars FY 2014-15 FY 2013-14

Securities Premium Account 5955.41 8687.02

Debenture Redemption Reserve 310.00 625.00

Proft & Loss A/c (Cr.) 10833.59 7992.97

Total 17099.00 17304.99

4. Public deposits

During the fnancial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

5. Material Changes after the close of the financial year

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2015 till the date of this report.

6. Dividend

Your Directors are pleased to recommend a dividend of Re.1/- per equity share for the financial year ended 31st March, 2015, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

7. Performance and Financial Position of Subsidiaries/ Joint Ventures/ Associates

As on 31st March, 2015, the Company had One Wholly Owned Subsidiary Company viz. "Shilpi Worldwide DMCC, UAE" and two step down subsidiaries viz. Shilpi Worldwide PTE Ltd, Singapore and Winston Metal FZE, UAE (WM FZE).

During the financial year under review Winston Metal FZE, UAE (WM FZE) became the subsidiary of Shilpi Worldwide DMCC, UAE and accordingly step down subsidiaries of your Company.

Shilpi Worldwide DMCC, UAE: During the year under review, the revenue of the Company increased from AED 436,088,085 in the financial year 2013-14 to AED 852,863,754 in the financial year 2014-15.

Shilpi Worldwide PTE Ltd, Singapore: During the year under review, the sales of the Company increased from USD 15,497,102 in the financial year 2013-14 to USD 57,473,889 in the financial year 2014-15 due to which the gross profit also increased from USD 232,459 to USD 965,742.

Winston Metal FZE, (WM FZE): The Company did not have any operations during the year 2014-15. During the year ended 31st March, 2015, the Company incurred a loss of AED 135,927

The consolidated financial statement of the Company and its subsidiaries are prepared in manner as provided under Section 129 of the Companies Act, 2013 read with rules made there under. Accordingly statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures in Form AOC-1 is attached as Annexure-I.

Policy for determining material subsidiaries of the Company has been provided on the website: http://www. shilpicables.com/pdf/Policy%20for%20Determing%20Material%20Subsidiary.pdf

8. Change in the nature of business

There has been no major change in the nature of business of your Company.

9. Directors and Key Managerial Personnel

In terms of Section 149 of the Companies Act, 2013, the Company has appointed the following as Independent Directors of the Company:

Mr. Sunil Kala

Mr. Sandeep Gupta

Mr. Vikas Gupta

Ms. Malika Gupta

Mrs. Chitra Sarkar

In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors are non rotational. The details of the familiarization programmes for Independent Directors are disclosed on the Company's website: http://www.shilpicables.com/pdf/Familiarisation%20Programme%20for%20 Ind.%20Directors.pdf.

In terms of Section 203 of the Act, the following were appointed/designated as Key Managerial Personnel of your Company by the Board:

Mr. Manish Goel, Managing Director

Mr. Ghanshyam Pandey, Whole-Time Director

Mr. Manish Bhatt, Chief Executive Officer

Mr. Ajay Mahajan, Chief Financial Officer (appointed with effect from 14th August, 2015)

Mr. Vikas Jaiswal, Chief Financial Officer (resigned with effect from 14th July, 2015)

Ms. Sneha Modi, Company Secretary

During the year and till the date of report, details of change in the Board of Directors and the Key Managerial Personnel, are as below:

Name Designation Date of Date of Date of change Appointment Resignation in designation Mr. Mukesh Kumar Gupta Managing Director 08-11-2006 N.A. 24-05-2014.

Mr.Narendra Kumar Singh Nominee Director 09-07-2013 31-01-2014 N.A.

Mr. Hans Das Maheshwari Nominee Director 31-01-2014 N.A. N.A.

Mr. Vikas Gupta Director 31-03-2015 N.A. N.A.

Ms. Malika Gupta Director 31-03-2015 N.A. N.A.

Mr. Vikas Jaiswal CFO 26-05-2014 14.07.2015 N.A.

Mr. Ajay Mahajan CFO 14.08.2015 N.A. N.A.

Mr. Manish Goel is liable to retire by rotation in the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Directors recommend his re-appointment.

The Board has laid down separate Codes of Conduct for Directors and Senior Management personnel of the Company and the same are posted on the Company's website at http://www.shilpicables.com/pdf/code new.pdf. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance.

10. Declaration of Independence

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Clause 49 of the Listing Agreement.

11. Disclosure of commission paid to managing or whole time directors

There is no commission paid or payable by your company to the managing director or the whole time director.

12. Number of meetings of the Board of Directors

The details of the number of Board of Directors of your Company areas below:

Meeting No. of Meeting Dates of Meeting

Board of Directors Sixteen (16) 24-05-2014,02-08-2014,16-08-2014,

06-09-2014, 20-09-2014, 29-09-2014,

10-11-2014, 06-12-2014, 24-12-2014,

09-01-2015, 05-02-2015, 14-02-2015,

22-02-2015, 09-03-2015, 19-03-2015 & 31-03-2015

13. Annual Evaluation of Board performance and performance of its committees and individual directors

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees. Feedback was sought from Directors about their views on the performance of the Board covering various criteria. Feedback was also taken from directors on his assessment of the performance of the other Directors. The Nomination and Remuneration Committee (NRC) then discussed the above feedback received from all the Directors. Based on the inputs received, the Chairman of the NRC also made a presentation to the Independent Directors at their meeting, summarizing the inputs received from the Directors as regards Board performance as a whole, and of the Chairman. Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) was discussed by the Chairman of the NRC with the Chairman of the Board.

Every statutorily mandated committee of the Board conducted a self-assessment of its performance and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. Feedback was provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation were presented to the Board.

14. Remuneration Policy for the Directors, Key Managerial Personnel and other employees

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors of the Company has formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee.

The Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters is set-out in Annexure-II to this Report.

15. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defend scope:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mr. Sandeep Gupta– Chairman (Non-executive Independent Director)

2. Mr. Ghanshyam Pandey– Member (Executive Director)

3. Mr. Sunil kala – Member (Non-executive Independent Director)

Stakeholders Relationship Committee:

1. Mr. Sandeep Gupta– Chairman (Non-executive Independent Director)

2. Mr. Ghanshyam Pandey– Member (Executive Director)

3. Mr. Sunil Kala – Member (Non-executive Independent Director)

Nomination and Remuneration Committee:

1. Mr. Sandeep Gupta– Chairman (Non-executive Independent Director)

2. Mr. Sunil Kala – Member (Non-executive Independent Director)

3. Mr. Mukesh Kumar Gupta- Member (Non-executive Director)

Corporate Social responsibility Committee

1. Mr. Sandeep Gupta– Chairman (Non-executive Independent Director)

2. Mr. Ghanshyam Pandey– Member (Executive Director)

3. Mr. Sunil Kala – Member (Non-executive Independent Director)

16. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by the Board.

17. Conservation of Energy, Technology Absorption

The information on conservation of energy and technology absorption stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure-III.

18. Particulars of Employees and Remuneration

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in Annexure-IV to this Report.

19. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and the Listing Agreement, the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Company's website: http://www.shilpicables.com/pdf/RPT%20Policy.pdf. Details of Related Party Transactions as per AOC-2 are provided in Annexure-V.

20. Loans and investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in notes to the financial statements.

21. Extract of Annual Return

Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9, is provided in Annexure-VI.

22. Auditors and auditors' report:

M/s. RMA & Associates, Chartered Accountants (Firm Registration No. 00978N) have been appointed as the Statutory Auditors of the Company in the 8th Annual General Meeting of the Company held on September 1,2014, to hold the office till the conclusion of 13th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting.

Further, the ratification in respect with the appointment of M/s. RMA & Associates, Chartered Accountants as the Statutory Auditors of the Company is proposed for the ratification of shareholders in the Notice of 9th Annual General Meeting of the Company.

The Auditors' Report for the financial year 2014-15, does not contain any qualification, observation or adverse remarks and accordingly no comments required by your Board of Directors on the same.

23. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Secretarial Audit Report provided by the Secretarial Auditors is annexed as Annexure-VII.

The Secretarial Auditors' Report for the financial year 2014-15, does not contain any qualification, observation or adverse remarks and accordingly no comments required by your Board of Directors on the same.

24. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

In terms of section 138 of the Companies Act, 2013, Mr. Yogesh Tayal, Chartered Accountant is the Internal Auditor of your Company. The Company has also an Audit Committee, who interacts with the Statutory Auditors, Internal Auditor and Management in dealing with matters within its terms of reference.

25. Risk management

Your Directors has adopted a Risk Management Policy for the Company. The Audit Committee of the Company reviews the risks involved in the Company from time to time, if any, and take appropriate measures to minimize the same. The Audit Committee ensure that the policy for risk management is adopted across the Company.

The copy of Risk Management Policy is uploaded on website of the Company at http://www.shilpicables. com/pdf/Risk%20Management%20Policy.pdf

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment. Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as decided by the management.

There are no risks which in the opinion of the Board threaten the existence of your Company.

26. Cost Records and Cost Audit Report

On the recommendation of Audit Committee, the Board of Directors in its meeting held on September 20, 2014 had appointed M/s. MM & Associates, Cost Accountants as the Cost Auditor of the Company for the financial year 2014-15 on the aggregate remuneration of Rs. 60,000/- (Rupees Sixty Thousand only) plus taxes, as applicable and out of pocket expenses, in accordance with the provisions under Section 148 of the Companies Act, 2013 read with rules made there under.

Your Board of Directors in its meeting held on 14th August, 2015 has also appointed M/s. MM & Associates, Cost Accountants as the Cost Auditor of the Company for the financial year 2015-16 on the aggregate remuneration of Rs. 60,000/- (Rupees Sixty Thousand only) plus taxes, as applicable and out of pocket expenses.

The remuneration payable to the Cost Auditor of the Company has been proposed for the ratification by the members of the Company and shall form part of the notice of 9th Annual General Meeting.

27. Vigil Mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of the listing agreement, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The copy of vigil mechanism policy is uploaded on the website of your company at http://www.shilpicables.com/pdf/ Vigil%20Mechanism%20Policy.pdf

28. Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges and relevant sections of the Act, the Management Discussion and Analysis Report is annexed as Annexure-VIII. Further a Report on Corporate Governance and Certificate on compliance of Clause 49 is as Annexure-IX.

29. Code of Conduct for Prevention of Insider Trading

Your Company's Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/ promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on the website of the Company – http://www.shilpicables.com/pdf/16may.pdf

Your Board of Directors has also approved the Code for Fair Disclosure and the same can be accessed through the following link: http://www.shilpicables.com/pdf/16may2.pdf

30. Corporate Social Responsibility

Shilpi is committed to improve quality of lives of people in the community it serves through long term stakeholder value creation. Our CSR initiatives focus on Public Healthcare and Sanitation. CSR activities at Shilpi are implemented through Madhukar Multispecialty Hospital & Research Centre (a society). The Company has adopted an Integrated Sustainability Model, representing the Health care including preventive health care and sanitation aspects. The Board has constituted a Corporate Social Responsibility Committee headed by Mr. Sandeep Gupta as Chairman, with Sunil Kala and Mr. Ghanshyam Pandey as Members. The Company has framed its CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on the Company's website at the web link: http://www.shilpicables.com/pdf/CSR%20 Policy%20.pdf

The Annual Report on Corporate Social Responsibility Activities is annexed as Annexure-X.

31. Significant/material orders passed by the regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

32. Employees Stock Option Scheme

Your Company in its last Annual General Meeting held on 1st September, 2014 had approved an Employee Stock Option Scheme, to reward the eligible employees for their contribution to the success of the Company and to provide an incentive to continue contributing to the success of the Company. It is envisaged that the Scheme is to attract, reward, motivate and retain its employees for high levels of individual performance which will ultimately contribute to the success of the Company.

The details of the scheme being implemented are as follows:

(a) No. of options granted during the year 2014-15 Nil

(b) No. of options vested during the year 2014-15 Nil

(c) No. of options exercised during the year 2014-15 Nil

(d) Total number of shares arising as a result of exercise of option as at March 31,2015 Nil

(e) Options lapsed during the year 2014-15 N.A.

(f) Exercise price | Rs. 10/- per share |

(g) Variation of terms of options, if any Nil (h) Money realized by exercise of options during the year 2014-15 Nil (i) Total number of options in force as at March 31,2015 Nil

The Nomination and remuneration Committee of the Board of Directors of your Company in its meeting held on 27th July, 2015 has allotted 4,36,826 options to the eligible employees under the Shilpi Employees Stock Option Scheme-2014. The details of options granted by the Company is as below:

(a) employee wise details of options granted to; (i) Key managerial personnel

Sl. No. Name Designation Options granted

1. Mr. Ghanshyam Pandey Whole-Time Director 30,813

2. Mr. Manish Bhatt Chief Executive Offcer 30,813

3. Ms. Sneha Modi Company Secretary 1,707

(ii) Any other employee who received a grant of options amounting to five percent or more of options granted:

Sl. Name Designation Options granted % of total options No. granted

1. Mr.Vinay Mittal Group Consolidator 30,813 7.05

2. Mr. M.K. Sethi President 30,813 7.05

3. Mr. R. Madhavan Business Head (Telecom) 30,813 7.05

(iii) identifed employees who were granted option, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant: Nil

Your Board of Directors has obtained a certifcate from the auditors of the company that the Shilpi Employees Stock Option Scheme -2014 is being implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolution of the company passed in the Annual General Meeting held on 1st September, 2014. The Auditors' Certificate shall be laid before the ensuing Annual General Meeting of your Company.

33. Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition And Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Shilpi Cables premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is Internal Complaint Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. ICC has its presence at corporate office as well as at site locations.

During the year ended 31st March, 2015, the ICC has not received any complaints pertaining to sexual harassment.

34. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2015 and of the profit and loss of the Company for the financial year ended 31st March, 2015;

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

d. the annual accounts have been prepared on a 'going concern' basis;

e. proper internal fnancial controls laid down by the Directors were followed by the Company and that such internal fnancial controls are adequate and were operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

35. Stock Exchange Listing

The shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The listing fee for the financial year 2015-16 has been paid to BSE and National Stock Exchange of India Limited.

36. General

Your Board of Directors further confirms that (a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and, (b) there is no scheme in your Company to finance any employee to purchase shares of your Company.

37. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For Shilpi Cable Technologies Limited Manish Goel Mukesh Kumar Gupta

Date: 14th August, 2015 Managing Director Director

Place: New Delhi DIN-00163105 DIN-00163044

---

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the Eighth Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Highlights

(Amount in Rs. Lacs)

Particulars Financial Year ended 31st March,2014 31st March,2013

Net Sales 98,603.39 65,488.86

Other Income 333.37 173.94

Increase/ (Decrease) in Stocks (884.91) (1,857.19)

Total Income 98,936.76 65,662.80

Total Expenditure 94,951.30 61,922.13

Profit before tax 3,989.80 3,740.67

Provision for tax 1,186.79 1,121.68

Profit after tax 2,803.01 2,618.99

Paid-up Share Capital 4,931.61 3,751.61

Reserves and Surplus (excluding revaluation reserve) 17,304.99 12,534.08

As stipulated under Clause-49 of the listing agreement, the Corporate Governance Report had been incorporated as Separate Section forming part of this Annual Report.

The compliance report on Corporate Governance and a certificate from M/s R & D Company Secretaries regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached herewith and forms part of this Annual Report.

Certificate from Managing Director and Chief Financial Officer, inter alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is also enclosed as a part of the Annual Report.

Subsidiaries

Apart from Shilpi Worldwide JLT, Dubai, during the financial year the company has also made investment in equity of Shilpi Worldwide Pte Ltd, Singapore. Your company holds 100% of the total, issued and subscribed and paid up capital of Shilpi Worldwideand thereby, both of the companies are Wholly Owned Subsidiaries of the Company. Except this there is no subsidiary of the company.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, Profit and Loss account, the Reports of the Board of Directors and Auditors of the subsidiary companies with the Balance Sheet of the Company.

The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the annual report. Accordingly, the annual report of financial year 2013-14 contains the consolidated financial statements of the Company instead of the separate financial statements of our subsidiary. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular.

The audited annual accounts and related information of subsidiaries of your Company will be made available upon request. The annual accounts of the subsidiary company shall be available for inspection during business hours at our registered office.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: The Company endeavor to achieve optimum conservation of

energy. The electrical systems on all machines are equipped with latest energy efficient control systems to ensure optimum power utilization. Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Director) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings & outgo, is given in Annexure – A, forming part of this report.

b. Export Activities: During the financial year the company has made export of goods to UAE, Taiwan, Philippines Turkey,

and United State of America. Your management has also been exploring other international market in future.

Particulars of Employees

During the financial year under review, none of the employees of the Company was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Directors

Except for the following changes, there was no change in the composition of the Board of Directors of the Company subsequent to the last Directors'' Report:

Mr. Manish Goel was appointed as Managing Director of the company w.e.f. 29th March, 2014and Mr.Mukesh Kumar Gupta has resigned from the post of Managing Director of the company w.e.f. 24th May 2014. However Mr.Mukesh Kumar Gupta will remain on board as Director.

In accordance with the provisions of the Companies Act, 1956 read with Articles of Association of the Company, the office of Mr.Mukesh Kumar Gupta Director of the Company is liable to retire by rotation and being eligible, offer himself for re- appointment.

Further, in terms of Section 149 of the Companies Act, 2013 the office of all the Independent directors of the Company is non- rotational. The board is proposing the same for approval of the members in the ensuing Annual General Meeting.

The brief resumes of the Directors who are to be re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/chairmanships, their shareholding, etc. are furnished in the Corporate Governance Report.

The Board recommends their re-appointment at the ensuing Annual General Meeting

Constitution of Committees

In terms of the applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted the following committees:

- AUDIT COMMITTEE

Name of the Director Category

Mr. Sandeep Gupta- Chairman Non-Executive Independent Director

Mr.Ghanshyam Pandey Executive Director

Mr. Sunil Kala Non-Executive Independent Director

- NOMINATION AND REMUNERATION COMMITTEE (Section 178 of the Companies Act, 2013)

Name of the Director Category

Mr. Sandeep Gupta- Chairman Non-Executive Independent Director

Mr.Sunil Kala Non-Executive Independent Director

Mr. Mukesh Kumar Gupta Non-Executive Director

- STAKEHOLDERS REALTIONSHIP COMMITTEE (Section 178 of the Companies Act, 2013)

Name of the Director Category

Mr. Sandeep Gupta- Chairman Non Executive Independent Director

Mr.Ghanshyam Pandey Executive Director

Mr. Sunil Kala Non Executive Independent Director

- CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (Section 135 of the Companies Act, 2013)

Name of the Director Category

Mr. Sandeep Gupta- Chairman Non Executive Independent Director

Mr.Ghanshyam Pandey Executive Director

Mr. Sunil Kala Non Executive Independent Director

Auditors

M/s RMA & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under Section 139 of the Companies Act, 2013 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the BSE Ltd. and National Stock Exchange of India Ltd. (NSE) The listing fee for the financial year 2013-14 has already been paid to both the Stock Exchanges.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Shilpi Cable Technologies Ltd

Date:2nd August, 2014 Manish Goel Mukesh Kumar Gupta

Place : New Delhi Managing Director Director

DIN No. 00163105 DIN No. 00163044

---

Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the Seventh Annual Report of your Company together with the Audited Annual Accounts for the fnancial year ended 31st March, 2013.

Financial Highlights

(Amount in Rs. Lacs)

Particulars Financial Year ended

31st March, 2013 31st March, 2012

Net Sales 65,488.86 46,054.86

Other Income 173.94 265.97

Increase/(Decrease) in Stocks (1,857.19) (1660.09)

Total Income 65,662.80 46,320.86

Total Expenditure 61,922.13 43,543.88

Proft before tax 3,740.67 2,776.98

Provision for tax 1,121.68 914.57

Proft after tax 2,618.99 1,862.41

Paid-up Share Capital 3,751.61 3,229.88

Reserves and Surplus (excluding revaluation reserve) 12,534.08 9967.55

Year in Retrospect

During the year under review, total income of the Company was Rs. 65,662.80 lacs as against Rs. 46,320.86 lacs in the previous year. The Company was able to earn a proft after tax of Rs. 2,618.99 lacs for the year as against a proft of Rs. 1,862.41 lacs in previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors Report.

Material Changes after the close of the fnancial year

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the fnancial position of the Company have occurred between end of the fnancial year of the Company-31st March, 2013 and the date of this Report. Except that the company has provided corporate guarantee to it''s wholly owned subsidiary/Step down Joint Venture.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profts into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

Your Company believes that the great organizations are built on the foundation of good governance practices. Corporate governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the community at large.

As stipulated under Clause-49 of the listing agreement, the Corporate Governance Report had been incorporated as Separate Section forming part of this Annual Report.

The compliance report on Corporate Governance and a certifcate from M/s R&DCompany Secretaries regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached herewith and forms part of this Annual Report.

Certifcate from Managing Director and Chief Financial Offcer, inter alia, confrming the correctness of the fnancial statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is also enclosed as a part of the Annual Report.

Subsidiary

Your Company holds 100% of the total, issued and subscribed and paid up capital of Shilpi Worldwide JLT, UAE and thereby, Shilpi Worldwide JLT is a Wholly Owned Subsidiary. Except this there is no subsidiary of the company.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, Proft and Loss account, the Reports of the Board of Directors and Auditors of the subsidiary companies with the Balance Sheet of the Company.

The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated fnancial statements in the annual report. Accordingly, the annual report of fnancial year 2012-13 contains the consolidated fnancial statements of the Company instead of the separate fnancial statements of our subsidiary. However the fnancial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular.

The audited annual accounts and related information of subsidiary of your Company will be made available upon request. The annual accounts of the subsidiary company shall be available for inspection during business hours at our registered offce.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: The Company endeavor to achieve optimum conservation of energy. The electrical systems on all machines are equipped with latest energy effcient control systems to ensure optimum power utilization. Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Director) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings & outgo, is given in Annexure - A, forming part of this report.

b. Export Activities: During the fnancial year the company has made export of goods to Dubai and Taiwan. Your management has also been exploring other international market in future.

c. Foreign Exchange Earnings and Outgo:

(Amount in Rs Lacs) 2012-13 2011-12

Total Foreign Exchange Infow 560.92 Nil

Total Foreign Exchange outfow 27989.83 21,105.67

Particulars of Employees

During the fnancial year under review, none of the employees of the Company was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Directors

Except for the following changes, there was no change in the composition of the Board of Directors of the Company subsequent to the last Directors'' Report:

Ms Neeta Sood, Nominee of IDBI Bank has resigned from the Board of Directors w.e.f 5th July, 2013 and Mr Narendra Kumar Singh has been appointed in her place as nominee director on the board of the company w.e.f. 9th July, 2013. In terms of the provisions of the Companies Act, 1956, Mr Narendra Kumar Singh holds offce until the date of the ensuing Annual General Meeting. The Board is proposing to appoint him as an ordinary director of the Company, subject to the approval of the members.

In accordance with the provisions of the Companies Act, 1956 read with Articles of Association of the Company, the offce of Mr Ghanshyam Pandey Director of the Company is liable to retire by rotation and being eligible, offer himself for re- appointment.

The brief resumes of the Directors who are to be re-appointed, the nature of their expertise in specifc functional areas, names of companies in which they have held directorships, committee memberships/chairmanships, their shareholding, etc. are furnished in the Corporate Governance Report.

The Board recommends their re-appointment at the ensuing Annual General Meeting.

Auditors

M/s RMA & Associates, Chartered Accountants, Statutory Auditors of the Company hold offce until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certifcate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarifcation.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confrm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the proft of the Company for the year ended on that date;

c. the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the BSE Ltd. and National Stock Exchange of India Ltd. (NSE) The listing fee for the fnancial year 2013-14 has already been paid to both the Stock Exchanges.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.



For and on Behalf of the Board For Shilpi Cable Technologies Ltd

Date : 26th August, 2013 Mukesh Kumar Gupta Manish Goel

Place : New Delhi Managing Director Whole Time Director

(DIN 00163044) (DIN 00163105)

---

Mar 31, 2012

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

Financial Highlights

(Amount in Rs. Lacs)

Particulars Financial Year ended

31st March, 2012 31st March, 2011

Net Sales 46,054.89 23,039.77

Other Income 265.97 147.10

Increase/ (Decrease) in Stocks 1660.09 172.33

Total Income 46,320.86 23,200.95

Total Expenditure 43,543.88 21,203.92

Profit before tax 2,776.98 1,997.03

Provision for tax 914.57 661.45

Profit after tax 1,862.41 1,335.58

Transfer to Reserve 3,640.53 2,127.70

Paid-up Share Capital 3,229.88 2,420.00

Reserves and Surplus (excluding revaluation reserve) 9967.55 3,067.69

Year in Retrospect

During the year under review, total income of the Company was Rs. 46,320.86 lacs as against Rs. 23,200.95 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 1,862.41 lacs for the year as against a profit of Rs. 1,335.58 lacs in previous year. The figures of the previous year was not comparable with the current year as current year figures includes the figures of erstwhile Transferor Company-Shipli Cabletronics Ltd which is merged with the Company w.e.f. the appointed date i.e. 1st April, 2011 in terms of the Scheme of Amalgamation approved by the Hon'ble Delhi High Court vide order dated 14th May, 2012. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director's Report and should be read as part of this Directors Report.

Material Changes after the close of the financial year

The Scheme of Amalgamation of Shilpi Cabletronics Ltd with Shilpi Cable Technologies Ltd was approved by the Hon'ble Delhi High Court, vide order dated 14th May 2012. The Scheme has become effective w.e.f. 1st June, 2012 the date of filing of order with the Registrar of Companies, Delhi. Since the scheme is operative from the appointed date 1st April 2011 the effect of amalgamation has been given in the present Audited Annual Accounts.

In terms of the Scheme of Amalgamation the company has allotted 52,17,374 equity shares of Rs 10/- each on 2nd June 2012 to SCTL Securities Trust to hold the same in the beneficial interest of Shilpi Cable Technologies Ltd.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2012.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

Your Company believes that the great organizations are built on the foundation of good governance practices. Corporate governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the community at large.

As stipulated under Clause-49 of the listing agreement, the Management Discussion and Analysis Report and the Corporate Governance Report had been incorporated as Separate Section forming part of the Annual Report.

The compliance report on Corporate Governance and a certificate from M/s R & D Company Secretaries regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached herewith and forms part of this Annual Report.

Certificate from Managing Director and Chief Financial Officer, inter alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is also enclosed as a part of the Annual Report.

Subsidiaries

During the year under review, your Company has acquired 100% of the total, issued and subscribed and paid up capital of Shilpi Worldwide JLT, UAE and thereby, Shilpi Worldwide JLT is a Wholly Owned Subsidiary.

The erstwhile Wholly Owned Subsidiary of the Company - M/s Shilpi Cabletronics Ltd. has been amalgamated with the Company w.e.f. 1st June, 2012.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: The company endeavor to achieve optimum conservation of energy. The electrical systems on all machines are equipped with latest energy efficient control systems to ensure optimum power utilization. Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Director) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings & outgo, is given in Annexure - A, forming part of this report.

b. Export Activities: There was no export activity in the Company during the year under review. Your Company may explore to enter into the international market in future.

c. Foreign Exchange Earnings and Outgo:

(Amount in Rs Lacs) 2011-12 2010-11

Total Foreign Exchange Inflow Nil Nil

Total Foreign Exchange outflow 21,105.67 1,3550.70

Particulars of Employees

During the financial year under review, none of the employees of the Company was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Directors

Except for the following changes, there was no change in the composition of the Board of Directors of the Company subsequent to the last Directors' Report:

- Mr Anirudh Goel and Mr Rajesh Suri have resigned from the Board of Directors w.e.f 15th September, 2011 and 10th September, 2011, respectively.

- Mr Ghanshyam Pandey has resigned from the office of Whole-time Director of the Company w.e.f 31st May, 2012. However, he is continuing as a non-executive director.

In accordance with the provisions of the Act and Articles of Association of the Company, Mr Manish Goel and Mr Sunil Kala, Directors of the Company, are liable to retire by rotation and being eligible, offer themselves for re-appointment.

The brief resumes of the Directors who are to be re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/chairmanships, their shareholding, etc. are furnished in the Corporate Governance Report.

The Board recommends their re-appointment at the ensuing Annual General Meeting.

Auditors

M/s RMA & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors' Report

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the BSE Ltd. and National Stock Exchange of India Ltd. (NSE) The listing fee for the financial year 2012-13 has already been paid to both the Stock Exchanges.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board

For Shilpi Cable Technologies Ltd

Date : 14th August, 2012 Manish Goel Ghanshyam Pandey

Place: New Delhi Whole-time Director Director

DIN No.00163105 DIN No.00163072

---

Mar 31, 2011

Dear Members

The Directors have pleasure in presenting the Fifth Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2011.

Financial Highlights

(Amount in Rs. Lacs) Particulars Financial Year ended

31st March,2011 31st March, 2010

Net Sales 23,039.77 16,990.90

Other Income 161.18 201.81

Increase/ (Decrease) in Stocks 172.33 287.94

Total Income 23,373.28 17,480.65

Total Expenditure 21,376.25 16,007.89

Profit before tax 1,997.03 1,472.76

Provision for tax 665.21 502.42

Profit after tax 1,331.82 970.34

Transfer to Reserve 2,127.70 792.12

Paid-up Share Capital 2,420.00 2,420.00

Reserves and Surplus 3,067.69 1,732.12 (excluding revaluation reserve)

Year in Retrospect

During the year under review, total income of the Company was Rs. 23,373.28 lacs as against Rs. 17,480.65 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 1,331.82 lacs for the year as against a profit of Rs. 970.34 lacs in previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director's Report and should be read as part of this Directors Report.

Material Changes after the Balance sheet as on 31st March 2011

After the date of the Balance Sheet as on March 31, 2011 till the date of this report the following material transaction has taken place that may have material financial implication on the Company:

- Pursuant to the provisions of the Securities & Exchange Board of India (ICDR) Regulations, 2009 and other applicable provisions and pursuant to the terms and conditions of the Prospectus of the Company dated 28th March, 2011, the Basis of Allotment of 80,98,762 equity shares as approved by the Bombay Stock Exchange Limited (BSE) (being the Designated Stock Exchange) the Board of Directors of the company at its meeting held on 1st April, 2011 had allotted 80,98,762 equity of Rs 10 per share issued at a premium of Rs 59 per share consequently the entire pre and post issued equity shares of the company has been listed on the Bombay Stock Exchange Ltd (BSE) and National Stock Exchange of India Ltd (NSE) on 8th April, 2011.

- After the Balance sheet as on 31st March 2011, the company has acquired 100% shares of its subsidiary company Shilpi Cabletronics Ltd and thereby it become wholly owned subsidiary w e f 19th April 2011.

- The Board has also proposed that the Entire business undertaking of Shilpi Cabletronics Ltd be acquired subject to necessary approvals of lenders, other Regulatory Authorities and subsequently merger it into the Company.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

Your Company believes that the great organizations are built on the foundation of good governance practices. Corporate governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the community at large.

As stipulated under Clause-49 of the listing agreement, the Management Discussion and Analysis Report and the Corporate Governance Report had been incorporated as Separate Section forming part of the Annual Report.

The compliance report on Corporate Governance and a certificate from M/s R & D Company Secretaries regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached herewith and forms part of this Annual Report.

Certificate from Managing Director and Chief Financial Officer, inter alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is also enclosed as a part of the Annual Report.

Subsidiaries

Your Company holds 100% shares of Shilpi Cabletronics Ltd constituting 100% of the total, issued, subscribed and paid up capital of Shilpi Cabletronics Ltd and thereby it become wholly owned subsidiary w.e.f 19th April 2011. Except this there is no subsidiary of the company.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: The company endeavor to achieve optimum conservation of energy. The electrical systems on all machines are equipped with latest energy efficient control systems to ensure optimum power utilization. Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Director) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings & outgo, is given in Annexure – A, forming part of this report.

b. Export Activities: There was no export activity in the Company during the year under review. Your Company may explore to enter into the international market in future.

c. Foreign Exchange Earnings and Outgo:

(Amount in Rs Lacs)

2010-11 2009-10

Total Foreign Exchange Inflow NIL NIL

Total Foreign Exchange outflow 13,550.70 9,284.44

i. Raw Materials and Spare parts 13,523.30 9,276.54

ii. Others 27.40 7.90

Particulars of Employees

During the financial year under review, none of the employees of the Company was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Directors

There was no change in the composition of the Board of Directors of the Company subsequent to the last Directors' Report.

In accordance with the provisions of the Act and Articles of Association of the Company, Mr Sandeep Gupta and Mr Ghansyam Pandey, Directors of the Company, are liable to retire by rotation and being eligible, offer themselves for re-appointment.

The brief resumes of the Directors who are to be re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/chairmanships, their shareholding, etc. are furnished in the Corporate Governance Report.

The Board recommends their re-appointment at the ensuing Annual General Meeting.

Auditors

M/s RMA & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors' Report

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Bombay Stock Exchange Ltd w.e.f. 8th April, 2011 and on National Stock Exchange of India Ltd w.e.f 8th April, 2011. The listing fee for the financial year 2011-12 has already been paid to both the Stock Exchanges.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Shilpi Cable Technologies Ltd

Mukesh Kumar Gupta Ghanshyam Pandey Chairman & Managing Director Director & CEO

Date : 29th July, 2011 Place : New Delhi