Notes to Accounts of Shilpi Cable Technologies Ltd.

Mar 31, 2016

Sub note: Details of Guarantees, Important terms and conditions

1. (From Bankers under Consortium Arrangement Secured against hypothecation of Company’s Stocks, Book Debts and other current assets and First charge over Fixed Assets of the company and Personal guarantees of directors namely Sh. Manish Goel, Sh. Mukesh Kumar Gupta their relative Sh. Vishal Goel and Corporate Guarantee of M/s Shilpi Communication Pvt Ltd, Shilpi Cables Pvt Ltd and MVM Impex Pvt. Ltd.

2. Securities Details

(i) Equitable Mortgage of property at E-138, Bhiwadi, Rajasthan, measuring 4001 sq. mtr (belonging to Shilpi Cables Pvt. Limited.)

(ii) Pledge of 3.35 crore shares of SCTL from Shilpi Communications P Ltd on first pari passu basis

(iii) Equitable Mortgage of Property situated at MCD No. 269, Khasra No. 358, AALI INDL Complex Mathura Road, Delhi measuring approximately 300 Sq yards in the name of Sh. Mukesh Kumar Gupta

(iv) Equitable Mortgage of Property situated at MCD No. 268, Khasra No. 358, AALI INDL Complex Mathura Road., Delhi measuring approximately 324 Sq. yards in the name of Sh. Vishal Goel

(v) Equitable Mortgage of property situated at D- 1112, New Friends Colony measuring approximately 382.50 Sq. yards in the name of Sh. Vishal Goel

(vi) Equitable Mortgage of property at MCD No. 21, Khasra No. 358, Aali Indl Complex, Mathura Rd., Delhi measuring approximately 167 sq yard in the name of Sh. Mukesh Kumar Gupta

(b) Reporting of Default, if any:

There is no default, continuing or otherwise, in repayment of any of the above loans.

3 In the opinion of the Board of Directors the Current Assets, Loans and Advances have a value on realisation in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

4 In the opinion of the board of directors, provision made for income tax and other statutory dues are sufficient to meet liabilities under respective heads. However, any shortage or excess shall be dealt in the year of final disposal by the concernred authorities.

5 Disclosure in accordance with Revised AS-15 on “Employee Benefits”

The Accounting Standard 15 (Revised 2005) on “Employee Benefits” issued by the Institute of Chartered Accountants of India has been adopted by the Company. In accordance with the above Standard, the additional obligations of in accordance with the above Standard, the additional obligations of the Company, on account of employee benefits, based on independent actuarial valuation as per the transitional provisions of As - 15 (Revised 2005)

6 The Company has 124 Nos. of Unsecured Non Convertible debentures outstanding at the end of the year and the terms are as follows

(i) The interest rate of debentures is 2% per annum. Interest will become due to the debenture holder on the last date of the close of Year from the date of allotment of Debentures. Tax will be deducted at source by the issuer Company as per applicable laws. The Debentures are redeemable and the maturity date is 5 Years from the allotment of debentures. redemption premium on maturity is Rs 5.00 Lakhs per Debenture.

(ii) Call Option:- Issuer has Call Option exercisable any time after the expiry of one year from the date of allotment of debentures but before the maturity of the debentures. In such a case the Redemption Premium will be payable to the Debenture Holder in proportion of the redemption period to the maturity period. Interest accrued till the date of redemption will be payable to the debenture holder. The issuer can exercise call option in respect of all or any Debenture holders at its discretion.

(iii) Put Option:- The Debenture holder has Put Option exercisable at any time after the expiry of Six months from the date of allotment of debentures but before the maturity of the debentures. In such a case no redemption premium will be payable. However, interest accrued till the date of allotment of debentures but before the maturity of the debenture will be payable to the debenture holder. Put Option can be exercised in part or full and in tranches in respect by the debenture holder.

7 Amounts of Rs. 113843 and Rs. 197282 is remaining as unclaimed dividend for the year 2014-15 and 2013-14 respectively.

8 Employee Stock Option Scheme

The Company has granted SHILPI Employees Stock Options Scheme, 2014 (ESOS 2014) to its employees pursuant to the resolution passed by the shareholders at the Annual General Meeting held on 01st September, 2014. The Company has followed the Intrinsic Value Method for the valuation of these options. The Nomination and Remuneration Committee of the Company has granted 436826 Stock Option convertible into one Equity Share vide their meetings held on 27th July, 2015. As per the plans, Options granted under ESOS would vest as follows:

(i) 33% of total options granted on Grant date, shall vest on the 2nd anniversary of the Grant Date;

(ii) Further 33% of total options granted on Grant date, shall vest on the 3rd anniversary of the Grant Date;

(iii) Balance of Total Option on the Grant Date, shall vest on the 4th anniversary of the Grant Date.

As per the plans, Options granted under ESOS would vest in not more than five years from the date of grant of such options. Vesting of options is subject to continued employment with the company. The plans are equity settled plans.

The Company has charged Rs. 54.93 Lakhs to the statement of profit and loss in respect of options granted under ESOS scheme 2014

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Mar 31, 2015

NOTES 1 -OTHER NOTES TO ACCOUNTS

1 CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

(Rs,in Lacs)

Particulars As at As at 31st March 2015 31st March 2014

(A) Contingent Liabilities

(a) Claims against the company not acknowledged as debts 1.28 1,170.70

(b) Guarantees

-Bank Guarantees (For EPCG and Performance) 526.50 800.60

-Corporate Guarantees (For WC loans to Subsidiary / JV 68,641.71 29,167.58

Companies)

Total (A) 69,169.49 31,138.88

(B) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for

(b) Uncalled liability on shares and other investments partly paid

(c) Others

Total (B) --

Grand Total (A B) 69,169.49 31,138.88

2. In the opinion of the board of directors, provision made for income tax and other statutory dues are sufficient to meet liabilities under respective heads. However, any shortage or excess shall be dealt in the year of fnal disposal by the concerned authorities.

3. Disclosure in accordance with Revised AS-15 on "Employee Benefits"

The Accounting Standard 15 (Revised 2005) on "Employee Benefits" issued by the Institute of Chartered Accountants of India has been adopted by the Company. In accordance with the above Standard, the additional obligations of in accordance with the above Standard, the additional obligations of the Company, on account of employee benefits, based on independent actuarial valuation as per the transitional provisions of As – 15 (Revised 2005)

4. Debit / Credit balances of the parties are subject to confirmation / reconciliation.

5. (a) Based on the information available with the company in respect of MSME (as defined in the Micro Small & Medium Enterprises Development Act, 2006) there are no delays in payment of dues to such enterprises during the year.

(b) The above information regarding MSME has been determined to the extent such parties have been identified on the basis of information available with the company. This has been relied upon by the auditors.

6 The company has provided excise duty on finished goods amounting Rs.69.38 Lacs (Previous year Rs.59.57 Lacs) at the end of year, there is no resultant impact on the profit for the year.

Sub Note: During the year the company has issued one bonus share for every one share held, in resultant 4,93,16,136 bonus shares were issued. The same are also considered while calculating EPS of FY 2013-14. Earlier EPS for FY 2013- 14 was Rs.7.27 per share. Further during the year company issued 23.00 Lacs shares on 19.03.2015 and 17.00 Lacs on 31.03.2015.

7 Leases

Accounting for leases has been done in accordance with Accounting Standard-19 issued by ICAI. Following are the details of lease transactions for the year:

(a) Finance Lease-The Company does not have any finance lease agreement.

(b) Operating Lease-The Company has taken certain premises on Operating Lease basis:

(i) The total of future minimum lease payments under no cancellable operating leases for each of the following periods

Amount (Rs. In lacs) (i) Not Later than one Year 36.00

(ii) later than one year and not later than five years -

(iii) later than five years -

8. Segment Reporting

As per Companies (Indian Accounting Standard) Rules, 2015 on segment reporting (AS-17), the Company is exclusively engaged in dealing in only one segment i e manufacturing of cable and accessories, hence there is only one primary segment in context of accounting standards 17 on Segment Reporting. The company is not operating in any of the geographical segment.

9. During FY 2013-14, the Company has issued 250 Nos. of Unsecured Non Convertible debentures at Rs.10.00 Lacs each on the following terms:

(i) The interest rate of debentures is 2% per annum. Interest will become due to the debenture holder on the last date of the close of Year from the date of allotment of Debentures. Tax will be deducted at source by the issuer Company as per applicable laws. The Debentures are redeemable and the maturity date is 5 Years from the allotment of debentures. redemption premium on maturity is Rs.5.00 Lacs per Debenture.

(ii) Call Option:- Issuer has Call Option exercisable any time after the expiry of one year from the date of allotment of debentures but before the maturity of the debentures. Insuch a case the Redemption Premium will be payable to the Debenture Holder in proportion of the redemption period to the maturity period. Interest accrued till the date of redemption will be payable to the debenture holder. The issuer can exercise call option in respect of all or any Debenture holders at its discretion.

(iii) Put Option:- The Debenture holder has Put Option exercisable at any time after the expiry of Six months from the date of allotment of debentures but before the maturity of the debentures. In such a case no redemption premium will be payable. However, interest accrued till the date of allotment of debentures but before the maturity of the debenture will be payable to the debenture holder. Put Option can be exercised in part or full and in tranches in respect by the debenture holder.

(iv) During FY 2014-15,at the request of debenture holder (under Put Option) holding 126 Debentures of Rs.10.00 lacs each were redeemed by the Company at the redemption price aggregating to Rs.12.60 crores. No interest was paid on these redeemed debentures, since, the same was waived off by the Debenture holders.

10 Prior year's Figures have been regrouped, rearranged & recast where considered necessary to conform to the current period's classification.

11 All the figures have been rounded off to the nearest lakh Rupees.

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Mar 31, 2014

1 Note 1. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR) (Rs. In Lacs)

Particulars As at As at 31st march 2014 31st march 2013

(A) Contingent Liabilities

(a) Claims against the company not acknowledged as debts 1,170.70 1,101.42

(b) Guarantees

-Bank Guarantees (For EPCG and Performance) 800.60 127.62

- Corporate Guarantee (For WC loans to Subsidiary/ JV Companies) 29,167.58 5,500.00

Total 31,138.88 6,729.04

3 In the opinion of the Board of Directors the Current Assets, Loans and Advances have a value on realisation in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

4 In the opinion of the Board of Directors, provisions made for Income tax and other statutory dues are sufficient to meet liabilities under respective heads. However, any shortage or excess shall be dealt in the year of final disposal by the concerned authorities.

5 Disclosure in accordance with Revised AS-15 on "Employee Benefits"

The Accounting Standard 15 (Revised 2005) on "Employee Benefits" issued by the Institute of Chartered Accountants of India has been adopted by the Company. In accordance with the above Standard, the additional obligations of in accordance with the above Standard, the additional obligations of the Company, on account of employee benefits, based on independent actuarial valuation as per the transitional provisions of As – 15 (Revised 2005)

6 Debit / Credit balances of the parties are subject to confirmation / reconciliation.

7 (A) Based on the information available with the company in respect of MSME (as defined in the Micro Small & Medium

Enterprises Development Act, 2006) there are no delays in payment of dues to such enterprises during the year.

(B) The above information regarding MSME has been determined to the extent such parties have been identified on the basis of information available with the compmay. This has been relied upon by the auditors.

8 The company has provided excise duty on finished goods amounting Rs. 59.57 Lacs (Previous year Rs. 45.46 Lacs) at the end of year, threre is no resultant impact on the profit for the year.

9 Leases :

Accounting for leases has been done in accordance with Accounting Standard-19 issued by ICAI. Following are the details of lease transactions for the year:

(A) Finance Lease

The Company does not have any finance lease agreement.

(B) Operating Lease

The Company does not have any operating lease agreement.

1 Segment wise Revenue, results and Capital employed are as follows :

Based on the guidelines of Accounting Standards on segment reporting (AS-17) issued by The Institute of Chartered Accountants of India, the Company is exclusively engaged in dealing in only one segment i e manufacturing of cable and accessories, hence there is only one primary segment in context of accounting standards 17 on Segment Reporting issued by ICAI. The company is not operating in any of the geographical segment.

11 Details of transactions entered into with related parties during the year is as follows:

a) List of Related Party

i) Subsidiary Company

ii) Associates Companies

: M/s Shilpi Worlwide JLT

: M/s MVM Impex Pvt. Limited

: M/s Shilpi Cables Pvt. Limited

: M/s Gloster Metals & Alloys Private Limited

: M/s Shilpi Communication Private Limited

: M/s Fasten Cables & Accessories Pvt. Limited

: M/s AGH Wires Pvt. Limited

: M/s Fibre Plus LLC

(iii) Key Management Personnel

: 1. Mr. Mukesh Kumar Gupta

: 2. Mr. Manish Goel

: 3. Mr. Ghanshyam Pandey

iv) Directors'' Relative

: 1. Mrs. Anukriti Goel Daughter in Law of Mr. Mukesh Kr. Gupta

: 2. Ms. Shilpi Goel Daughter of Mr. Mukesh Kr. Gupta

: 3. Mr. Vishal Goel Son of Mr. Mukesh Kr. Gupta

: 4. Mrs. Sharda Rani Wife of Mr. Mukesh Kr. Gupta

12 During the year the Company has issued Unsecured Non Convertible debentures at Rs 10.00 Lacs each on the following terms: The interest rate of debentures is 2% per annum. Interest will become due to the debenture holder on the last date of the close of Year from the date of allotment of Debentures. Tax will be deducted at source by the issuer Company as per applicable laws. The Debentures are redeemable and the maturity date is 5 Years from the allotment of debentures. redemption premium on maturity is Rs 5.00 Lacs per Debenture.

Call Option:- Issuer has Call Option exercisable any time after the expiry of one year from the date of allotment of debentures but before the maturity of the debentures. Insuch a case the Redemption Premium will be payable to the Debenture Holder in proportion of the redemption period to the maturity period. Interest accrued till the date of redemption will be payable to the debenture holder. The issuer can exercise call option in respect of all or any Debenture holders at its discretion.

Put Option:- The Debenture holder has Put Option exercisable at any time after the expiry of Six months from the date of allotment of debentures but before the maturity of the debentures. In such a case no redemption premium will be payable. However, interest accrued till the date of allotment of debentures but before the maturity of the debenture will be payable to the debenture holder. Put Option can be exercised in part or full and in tranches in respect by the debenture holder.

13 Prior years Figures have been regrouped, rearranged & recast where considered necessary to conform to the current period''s classification

14 All the figures have been rounded off to the nearest lakh Rupees.

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Mar 31, 2013

Corporate Information:

"Shilpi Cable Technologies Ltd being a company incorporated under the provisions of the Companies Act, 1956, and having its registered offce at A-19/B-1 Extension, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-110 044. The Company was initially incorporated under the provisions of the Companies Act, 1956, as a public limited company with the name and style of Rosenberger Shilpi Cable Technologies Ltd vide Certifcate of Incorporation No. (CIN) U 64201 DL 2006 PLC 150753 dated 9th July, 2006 issued by the Registrar of Companies, NCT of Delhi & Haryana, New Delhi. The Company obtained Certifcate for Commencement of Business on 13th July, 2006. Name of the Company was changed to its present name-''Shilpi Cable Technologies Ltd''vide fresh Certifcate of Incorporation dated 21st October, 2008 issued by the ROC, New Delhi."

The company is carrying on the business of manufacturing and trading of Cables, wires and Accessories used in Telecom, Automobile, Consumer Durables etc.

Scheme of Amalgamation :

I. During the previous fnancial year a Scheme of Amalgamation was framed under the provisions of sections 391 and 394 of the Companies Act, 1956, and other applicable provisions, if any, for amalgamation of Shilpi Cabletronics Ltd with Shilpi Cable Technologies Ltd.

II. During the fnancial year above said Scheme of Amalgamation was approved by the Hon''ble High Court of Delhi vide its order dated 14th May, 2012. The Appointed Date of the Scheme was 1st April, 2011. The Scheme became effective on 1st June, 2012, being the date of fling of the Court Orders with the ROC. Since the Scheme was operative from the Appointed Date, 1st April, 2011, it has already been given effect to in the previous audited accounts.

III In terms of the Scheme, Equity Shares of the Transferor Company which are benefcially held by the Transferee Company shall not get cancelled but shall stand transferred to and vested in the Trust to be settled by the Transferee Company. The Transferee Company issued 9 (nine) Equity Shares of Rs. 10 each, credited as fully paid up, for every 4 (four) Equity Shares of Rs. 10 each held in the Transferor Company to the Trustee of the Trust who shall hold such shares for the sole beneft of the Transferee Company. Accordingly, the Transferee Company has issued 52,17,374 Equity Shares of Rs.10/- each to the aforesaid Trustee of the Trust, in exchange of 100% share capital of the Transferor Company during the fnancial year.

1 In the opinion of the Board of Directors the Current Assets, Loans and Advances have a value on realisation in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

2 In the opinion of the Board of Directors, provisions made for Income tax and other statutory dues are suffcient to meet liabilities under respective heads. However, any shortage or excess shall be dealt in the year of fnal disposal by the concerned authorities.

3 Disclosure in accordance with Revised AS-15 on "Employee Benefts"

The Accounting Standard 15 (Revised 2005) on "Employee Benefts" issued by the Institute of Chartered Accountants of India has been adopted by the Company. In accordance with the above Standard, the additional obligations of in accordance with the above Standard, the additional obligations of the Company, on account of employee benefts, based on independent actuarial valuation as per the transitional provisions of As – 15 (Revised 2005)

4 Debit/Credit balances of the parties are subject to confrmation /reconciliation.

5 (A) Based on the information available with the company in respect of MSME (as defned in the Micro Small & Medium Enterprises

Development Act, 2006) there are no delays in payment of dues to such enterprises during the year.

(B) The above information regarding MSME has been determined to the extent such parties have been identifed on the basis of information available with the compmay. This has been relied upon by the auditors.

6 The company has provided excise duty on fnished goods amounting Rs. 45.46 Lacs (Previous year Rs. 65.97 Lacs) at the end of year, threre is no resultant impact on the proft for the year.

7 Leases :

Accounting for leases has been done in accordance with Accounting Standard-19 issued by ICAI. Following are the details of lease transactions for the year:

(A) Finance Lease

The Company does not have any fnance lease agreement.

(B) Operating Lease

The Company does not have any operating lease agreement.

8 Segment wise Revenue, results and Capital employed are as follows :

Based on the guidelines of Accounting Standards on segment reporting (AS-17) issued by The Institute of Chartered Accountants of India, the Company is exclusively engaged in dealing in only one segment i e manufacturing of cable and accessories, hence there is only one primary segment in context of accounting standards 17 on Segment Reporting issued by ICAI. The company is not operating in any of the geographical segment.

9 Details of transactions entered into with related parties during the year is as follows:

a) List of Related Party

i) Subsidiary Company M/s Shilpi WorlwideJLT

ii) Associates Companies M/s MVM Impex Pvt. Limited

M/s Shilpi Cables Pvt. Limited M/s Gloster Metals & Alloys Private Limited M/s Shilpi Communication Private Limited (iii) Key Management Personnel 1. Mr. Mukesh Kumar Gupta

2. Mr. Manish Goel

3. Mr. Ghanshyam Pandey

iv) Directors''Relative 1. Mrs. Laxmi Pandey Wife of Mr. Ghanshyam Pandey

2. Mrs. Anukriti Goel Daughter in Law of Mr. Mukesh Kr. Gupta

3. Ms. Shilpi Goel Daughter of Mr. Mukesh Kr. Gupta

4. Mr. Vishal Goel Son of Mr. Mukesh Kr. Gupta

5. Mrs. Sharda Rani Wife of Mr. Mukesh Kr. Gupta

10 Prior years Figures have been regrouped, rearranged & recast where considered necessary to conform to the current period''s classifcation

11 All the fgures have been rounded off to the nearest lakh Rupees.

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Mar 31, 2012

Corporate Information:

Shilpi Cable Technologies Ltd being a company incorporated under the provisions of the Companies Act, 1956, and having its registered office at A-19/B-1 Extension, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-110 044.The Company was initially incorporated under the provisions of the Companies Act, 1956, as a public limited company with the name and style of Rosenberger Shilpi Cable Technologies Ltd vide Certificate of Incorporation No. (CIN) L 64201 DL 2006 PLC 150753 dated 9th July, 2006 issued by the Registrar of Companies, NCT of Delhi & Haryana, New Delhi. The Company obtained Certificate for Commencement of Business on 13th July, 2006. Name of the Company was changed to its present name-'Shilpi Cable Technologies Ltd' vide fresh Certificate of Incorporation dated 21st October, 2008 issued by the ROC, New Delhi.

The company is carrying on the business of manufacturing and trading of RF Feeder Cables and other cables and Accessories. These cables are used in transmission towers of mobile signals and BTS (Base Terminal Station) with these towers.

Scheme of Amalgamation :

I. A Scheme of Amalgamation was framed under the provisions of sections 391 and 394 of the Companies Act, 1956, and other applicable provisions, if any, for amalgamation of Shilpi Cabletronics Ltd with Shilpi Cable Technologies Ltd.

II. The aforesaid Scheme of Amalgamation was approved by the Hon'ble High Court of Delhi vide its order dated 14th May, 2012. The Appointed Date of the Scheme was 1st April, 2011. The Scheme became effective on 1st June, 2012, being the date of filing of the Court Orders with the ROC. Since the Scheme is operative from the Appointed Date, 1st April, 2011, it has been given effect to in the present audited accounts. Accordingly, the present audited accounts are consisting of financial figures of the Transferee Company as well as financial figures of the Transferor Company for the year ended 31st March, 2012.

III. Salient features of the Scheme of Amalgamation are given below:

a. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of the Transferor Company will be transferred to and vest in the Transferee Company.

b. All the employees of the Transferor Company in service on the Effective Date, if any, shall become the employees of the Transferee Company on and from such date without any break or interruption in service and upon terms and conditions not less favorable than those subsisting in the Transferor Company on the said date.

c. Appointed Date for amalgamation will be 1st April, 2011 or such other date, as the Hon'ble High Court(s) may approve.

d. Equity Shares of the Transferor Company which are beneficially held by the Transferee Company shall not get cancelled but shall stand transferred to and vested in the Trust to be settled by the Transferee Company. The Transferee Company shall issue 9 (nine) Equity Shares of Rs. 10 each, credited as fully paid up, for every 4 (four) Equity Shares of Rs. 10 each held in the Transferor Company to the Trustee of the Trust who shall hold such shares for the sole benefit of the Transferee Company.

e. Any fraction of share arising out of the aforesaid share exchange process, if any, will be rounded off to nearest whole number.

IV. Prior to the Scheme of Amalgamation, these Companies were engaged in the following activities:

a. The Transferor Company had been engaged in manufacturing and trading of automobiles, telecom and other cables and accessories; and other related activities. The Holding Company-Shilpi Cable Technologies Ltd took over its entire business since then.

b. The Transferee Company is engaged in manufacturing and trading of radio frequency cables and accessories used in telecommunication and other related activities. It has also taken over the entire business of manufacturing and trading of automobiles, telecom and other cables and accessories carried on by its wholly owned subsidiary- Shilpi Cabletronics Ltd since then.

V In terms of the Scheme, Equity Shares of the Transferor Company which are beneficially held by the Transferee Company shall not get cancelled but shall stand transferred to and vested in the Trust to be settled by the Transferee Company. The Transferee Company shall issue 9 (nine) Equity Shares of Rs. 10 each, credited as fully paid up, for every 4 (four) Equity Shares of Rs. 10 each held in the Transferor Company to the Trustee of the Trust who shall hold such shares for the sole benefit of the Transferee Company. Accordingly, the Transferee Company has issued 52,17,374 Equity Shares to the aforesaid Trustee of the Trust, in exchange of 100% share capital of the Transferor Company after the date of the Balance Sheet.

The aforesaid Shares issued by the Transferee Company (after the Balance Sheet date) have been disclosed under the head "Shares to be issued pursuant to the Scheme of Amalgamation" in the Balance Sheet.

VI Amalgamation of Transferor Company with the Transferee Company has been accounted for under the Pooling of Interests Method as prescribed under the Accounting Standard-14 (AS-14) as prescribed under the Companies (Accounting Standards) Rules, 2006. Accordingly, all the assets, liabilities and reserves of the Transferor Company have been recorded in the Company's books at their existing carrying amounts and in the same form. Cost of investments in the equity shares of the Transferor Company as appearing in the books of accounts of the Transferee Company is recorded as beneficial interest in the Trust in terms of the provisions the Scheme. Inter-company balances between the Transferor Company and the Transferee Company stand cancelled.

VII In terms of the Scheme of Amalgamation, deficit of Rs. 2,89,85,410 arising out of amalgamation being the difference between the pre-merger paid up Share Capital of the Transferor Company and paid up value of new Equity Shares issued by the Transferee Company on amalgamation has been adjusted in the Securities Premium Account in the books of the Transferee Company.

(E) Terms / rights attached to equity shares

The company has only one class of equity shares having a par value of ' 10 per share. Each holder of equity shares is entitled to one vote per share.

(F) Shares reserved for issue under contract / contracts

For details of shares reserved for issue under scheme of amalgamation, please refer Note -1

1. As per section 78 (2)(c) of The Companies Act 1956, amount of ' 201.12 Lacs spent in Initial Public Issue has been written off from Security Premium Account and ' 289.85 Lacs on account of difference between the transferor company share capital and shares to be issued to the members of transferor company

2. Amount showing as adjustments in Reserve & Surplus are for Income Tax, prior period adjustments

Mode of Valuation:

(a) Raw Material, stores and spares ,loose tools and Packing materials are valued at cost

(b) Work -in-Progress are valued at cost or Net Realisable Value, whichever is lower

( c) Finished goods and stock-in-Trade are valued at cost or Net Realisable Value, whichever is lower

Note:

Debts due by directors or officers of the company or any of them either severally or jointly with others or by firms or private companies respectively in which any director is a partner or a director is a member is Nil

1 Note 1. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

(' In Lakhs)

Particulars As at As at 31st march 2012 31st march 2011

(A) Contingent Liabilities

(a) Claims against the company not acknowledged as debts - -

(b) Guarantees

-Bank Guarantees (For EPCG and Performance) 147.84 131.77

- Corporate Guarantee (For WC loans to Subsidiary) - 5,000.00

(c) Other money for which company is contingently liable Bills discounted with banks -

Total 147.84 5,131.77

(B) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for - -

(b) Uncalled liability on shares and other investments partly paid - -

(c ) Others - -

Total - -

TOTAL [(A) (B)] 147.84 5,131.77

2 The Details of Subsidiaries Companies

3 In the opinion of the Board of Directors the Current Assets, Loans and Advances have a value on realisation in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

4 In the opinion of the Board of Directors, provisions made for Income tax and other statutory dues are sufficient to meet liabilities under respective heads. However, any shortage or excess shall be dealt in the year of final disposal by the concerned authorities.

5 The allotment of Share application Money received through IPO of Rs. 55.88 Crores was made on 1st April'2011. A sum of Rs. 201.11 Lacs towards IPO Expenses has been written off against Securities Premium, as per Section 78(2)(C ) of the Companies Act, 1956

6 Disclosure in accordance with Revised AS-15 on"Employee Benefits"

The Accounting Standard 15 (Revised 2005) on "Employee Benefits" issued by the Institute of Chartered Accountants of India has been adopted by the Company. In accordance with the above Standard, the additional obligations of in accordance with the above Standard, the additional obligations of the Company, on account of employee benefits, based on independent actuarial valuation as per the transitional provisions of As - 15 (Revised 2005)

7 Debit / Credit balances of the parties are subject to confirmation / reconciliation.

8 (A) Based on the information available with the company in respect of MSME (as defined in the Micro Small & Medium

Enterprises Development Act, 2006) there are no delays in payment of dues to such enterprises during the year.

(B) The above information regarding MSME has been determined to the extent such parties have been identified on the basis of information available with the compmay.This has been relied upon by the auditors.

9 The company has provided excise duty on finished goods amounting Rs. 65.97 Lacs (Previous year Rs. 12.91 Lacs) at the end of year, threre is no resultant impact on the profit for the year.

10 Leases:

Accounting for leases has been done in accordance with Accounting Standard-19 issued by ICAI. Following are the details of lease transactions for the year:

(A) Finance Lease

The Company does not have any finance lease agreement.

(B) Operating Lease

The Company does not have any operating lease agreement.

11 Segment wise Revenue, results and Capital employed are as follows :

Based on the guidelines of Accounting Standards on segment reporting (AS-17) issued by The Institute of Chartered Accountants of India, the Company is exclusively engaged in dealing in only one segment i e manufacturing of cable and accessories, hence there is only one primary segment in context of accounting standards 17 on Segment Reporting issued by ICAI.The company is not operating in any of the geographical segment.

12 Details of transactions entered into with related parties during the year is as follows: a) List of Related Party

i) Holding Company : M/s Shilpi Communication Pvt. Limited

ii) Subsidiary Company : M/s Shilpi worlwide JLT

iii) Associates Companies : M/s MVM Impex Pvt. Limited

: M/s Shilpi Cables Pvt. Limited : M/s Gloster Metals & Alloys Private Limited

(iv) Key Management Personnel : 1. Mr. Mukesh Kumar Gupta

: 2. Mr. Manish Goel : 3. Mr. Ghanshyam Pandey

v) Directors' Relative : 1. Mrs. Laxmi Pandey Wife of Mr. Ghanshyam Pandey

: 2. Mrs. Anukriti Goel Daughter in Law of Mr. Mukesh Kr. Gupta

: 3. Ms. Shilpi Goel Daughter of Mr. Mukesh Kr. Gupta

: 4. Mr.Vishal Goel Son of Mr. Mukesh Kr. Gupta

: 5. Mrs. Sharda Rani Wife of Mr. Mukesh Kr. Gupta

13 Prior years Figures have been regrouped, rearranged & recast where considered necessary to conform to the current period's classification

14 Since the Scheme of Amalgamation has been given effect to in the current year accounts as explained elsewhere, the current year figures are not comparable with the previous year figures.

15 All the figures have been rounded off to the nearest lakh Rupees.

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Mar 31, 2011

1 Contingent LiabilitiesAmount (Rs. In Lacs.)

Particulars 2010-11 2009-10

Bank Guarantees 131.77 118.33 (For EPCG and Performance)

Corporate Guarantee 5,000.00 2,500.00 (For WC Loans to Subsidiary i.e. Shilpi Cabletronics Ltd from banks)

2 In the opinion of the Board of Directors the Current Assets, Loans and Advances have a value on realisation in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

3 In the opinion of the Board of Directors, provisions made for Income tax and other statutory dues are sufficient to meet liabilities under respective heads. However, any shortage or excess shall be dealt in the year of final disposal by the concerned authorities.

4 During the year the company has increased its authorized capital from Rs. 2420.00 Lacs to Rs. 4000.00 Lacs.

5 During the year the Company has made Initital Public offer of Rs. 55.88 Crs for equity shares of Rs. 10/- each through Book Building Process. Which was subscribed by 3.45 time. Total Share application Money received amounting to Rs. 148.96 Cr (excluding the applications received under ASBA) has been refleted as Share Application Money, as the allotments have been made on 1st April'2011. During the year Company has incurred expenses of Rs. 76.27 Lacs for the purpose of IPO that will be written off as per the policy of the Company.

6 Disclosure in accordance with Revised AS-15 on Employee Benefits"

The Accounting Standard 15 (Revised 2005) on Employee Benefits" issued by the Institute of Chartered Accountants of India has been adopted by the Company. In accordance with the above Standard, the additional obligations of in accordance with the above Standard, the additional obligations of the Company, on account of employee benefits, based on independent actuarial valuation as per the transitional provisions of As – 15 (Revised 2005)

7 Debit / Credit balances of the parties are subject to confirmation / reconciliation.

8 (A) Based on the information available with the company in respect of MSME (as defined in the Micro Small & Medium Enterprises Development Act, 2006) there are no delays in payment of dues to such enterprises during the year. (B) The above information regarding MSME has been determined to the extent such parties have been identified on the basis of information available with the compmay. This has been relied upon by the auditors.

9 The company has provided excise duty on finished goods amounting Rs. 12.91 Lacs (Previous year Rs. 1.55 Lacs) at the end of year, threre is no resultant impact on the profit for the year.

10 Leases :

Accounting for leases has been done in accordance with Accounting Standard-19 issued by ICAI. Following are the details of lease transactions for the year:

(A) Finance Lease

The Company does not have any finance lease agreement.

(B) Operating Lease

The Company does not have any operating lease agreement.

11 Segment wise Revenue, results and Capital employed are as follows :

Based on the guidelines of Accounting Standards on segment reporting (AS-17) issued by The Institute of Chartered Accountants of India, the Company is exclusively engaged in dealing in only one segment i e manufacturing of cable and accessories, hence there is only one primary segment in context of accounting standards 17 on Segment Reporting issued by ICAI. The company is not operating in any of the geographical segment.

12 Details of transactions entered into with related parties during the year is as follows:

a) List of Related Party

i) Holding Company : M/s Shilpi Communication Pvt. Limited

ii) Subsidiary Company : M/s Shilpi Cabletronics Limited

iii) Associates Companies : M/s MVM Impex Pvt. Limited

: M/s Shilpi Cables Pvt. Limited

: M/s GGP Cabletronics Pvt. Limited (iv) Key Management : 1. Mr. Mukesh Kumar Gupta Personnel : 2. Mr. Manish Goel

: 3. Mr. Ghanshyam Pandey

v) Directors' Relative : 1. Mrs. Laxmi Pandey Wife of Mr. Ghanshyam Pandey

: 2. Mrs. Anukriti Goel Daughter in Law of Mr. Mukesh Kr. Gupta

: 3. Ms. Shilpi Goel Daughter of Mr. Mukesh Kr. Gupta

: 4. Mr. Vishal Goel Son of Mr. Mukesh Kr. Gupta

: 5. Mrs. Sharda Rani Wife of Mr. Mukesh Kr. Gupta

13 Prior years Figures have been regrouped, rearranged & recast where considered necessary to conform to the current classification

14 All the figures have been rounded off to the nearest lakh Rupees.

15 The accompanying schedule (1-16) duly authenticated form an integral part of this financial statement.