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.
(Amount in Rs. Lacs)
Particulars Financial Year ended
2012 31st March,
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
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
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
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.
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
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.
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
The erstwhile Wholly Owned Subsidiary of the Company - M/s Shilpi
Cabletronics Ltd. has been amalgamated with the Company w.e.f. 1st
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)
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.
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,
- 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
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.
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
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.
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
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