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