Gem Cables and Conductors Ltd. के निदेशक की रिपोर्ट

Mar 31, 2013

To The Members, Of Gem Cables and Conductors Limited.

The Directors present herewith the Annual Report together with the Audited Accounts of your Company for the year ended 31th March, 2013.

Despite our best efforts, your Company could not achieve to post a healthy turnover solely owing to the lack of working capital facilities from the Banks and other institutions. However, your company could mitigate upto some extent, by resorting to doing job work for other companies and end users.

Operating Results:

As part of process of revamping, during the interregnum period your company is under contract manufacturing operations.

The financial results for the Year are:

2012-13 2011-12

1. Income from Operations Rs. 21.92 Lakhs Rs. 1570.63 Lakhs

2. Gross Profit / Loss Rs. (64.93) Lakhs Rs. (39.68) Lakhs

3. Less: Bank Charges Rs. 0.09 Lakhs Rs. 0.07 Lakhs

4. Less: Depreciation Rs. 82.82 Lakhs Rs. 82.82 Lakhs

5. Net Loss for the period before Rs. (147.84) Lakhs) Rs. (122.57) Lakhs) extraordinary & prior period items

Market Scenario:

The domestic market, even though buoyant, is entirely propelled by the demand triggered by the ongoing APDERP projects. These projects are being handled by very big contractors on turnkey basis and the price bargaining is very high, thereby reducing the value addition to a bare minimum. However, your Company has adopted a model of being outsourcing partner to some of these companies on contract manufacturing basis and this model is helping your Company to stay afloat, it is felt that unless large working capital arrangements are made, it is difficult to revive the market leadership position in the near future.

Cash Flow Statement:

In Accordance with the listing agreements with stock Exchanges, the Cash Flow statement for the year ended 31.03.2013 is enclosed.

Restructuring:

The plans to restructure the Company''s long term debt profile with low cost of funds is being vigorously pursued and the response has been very positive. The efforts of the Company to resolve the issues with all the financial institutions and Banks are yet to bear the fruit.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance along with a Certificate from the Auditors is furnished forming part of this Report.

Energy Conservation:

Conservation of Energy, technology absorption etc, are enclosed at Annexure 1 as required under Section 217 (1) (e) of the Companies Act, 1956.

Auditors and Auditors Report:

M/s. JBRK & Co., Chartered Accountants, Hyderabad, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Sec.224(1B) of the Companies Act, 1956.

Directors:

Shri. Y.Malla Reddy, Director, retires at the ensuing Annual General Meeting and is eligible for reappointment.

Responsibility Statement:

Pursuant to the requirement under sec.217(2AA) of the Companies Act, 1956, with respect to Director''s responsibility statement, it is hereby confirmed that''

1. in the preparation of the accounts for the financial year ended 31st March, 2013 the applicable accounting standards, except as stated have been followed along with proper explanation relating to material departure;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts for the financial year ended 31s March, 2013 on a "going concern" basis.

Particulars of Employees:

There are no Employees in the company whose particulars are required to be furnished as per Section 217 (2A) of the Companies Act, read with the Companies (particulars of employees) Rule 1975.

Human Resources:

During the period under review your Company continues to enjoy cordial relations with employees at all levels.

Foreign Exchange earnings and outgo:

During the period there was neither earning nor outgo of foreign exchange. Acknowledgements:

Your Directors convey their appreciation for the services rendered by Employees & Staff. Your Directors thank M/s. SASF, IDBI and Banks for their continued support.

Your Directors would like to thank all the Customers of the Company for their continued co-operation. Finally, we thank the large family of share holders of your Company and all others who are assisting the Company.

Place: Hyderabad By order of the Board.

Date: 30th August, 2013. Gem Cables & Conductors Limited,

Sd/-

Y.Kamesh

Director.

Sd/-

K V S Rao.

Director.

---

Mar 31, 2012

To The Members of Gem Cables and Conductors Limited.

The Directors present herewith the 30th Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2012.

Despite our best efforts, your Company could not achieve to post a healthy turnover solely owing to the lack of working capital facilities from the Banks and otherinstitutions. However, your company could mitigate upto some extent, by resorting to doing job work for other companies and end users.

Operating Results:

As part of process of revamping, during the interregnum period your company is under contract manufacturing operations.

The financial results for the Year are:

2011-12 2010-11

1. Income from Operations Rs. 1570.63 Lakhs Rs. 845.34 Lakhs

2. Gross Profit / Loss Rs. (39.68) Lakhs Rs. (65.83) Lakhs

3. Less: Bank Charges Rs. 0.07 Lakhs Rs. 1.19 Lakhs

4. Less: Depreciation Rs. 82.82 Lakhs Rs. 82.82 Lakhs

5. Net Loss for the period before Rs. (122.57 Lakhs) Rs. (149.84 Lakhs) extraordinary & prior period items

Market Scenario:

The domestic market, even though buoyant, is entirely propelled by the demand triggered by the ongoing APDERP projects. These, projects are being handled by very big contractors on turn key basis and the price bargaining is very high, thereby reducing the value addition to a bare minimum. However, your Company has adopted a model of being outsourcing partner to some of these companies on contract manufacturing basis and this model is helping your Company to stay afloat, it is felt that unless large working capital arrangements are made, it is difficult to revive the market leadership position in the nearfuture.

Cash Flow Statement:

In Accordance with the listing agreements with stock Exchanges, the Cash Flow statement for the year ended 31.03.2012 is enclosed.

Restructuring:

The plans to restructure the Company''s long term debt profile with low cost of funds is being vigorously pursued and the response has been very positive. The efforts of the Company to resolve the issues with all the financial institutions and Banks are yet to bear the fruit.

In spite of the present depressing situation owing to the constricted cash flows and various cases being faced by the Company, with the active support and co-operation from the institutions, banks and the sustained co-operation from the esteemed members and other associates, your directors are very confident of reviving the Company.

The efforts of the Company to induce an investing partner or to sell always some of the assets in pursuance of the resolution passed on 08.08.2008 are bearing fruit and your directors are hopeful to close these deals in the current financial year.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance along with a Certificate from the Auditors is furnished forming part of this Report.

Energy Conservation:

Conservation of Energy, technology absorption etc, are enclosed at Annexure 1 as required under Section 217 (1) (e) of the Companies Act,1956.

Auditors and Auditors Report:

M/s. JBRK & Co., Chartered Accountants, Hyderabad, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Sec.224(1B) of the Companies Act, 1956.

Directors:

Shri. Y.Malla Reddy, Director, retires at the ensuing Annual General Meeting and is eligible for reappointment.

Responsibility Statement:

Pursuant to the requirement under sec.217(2AA) of the Companies Act, 1956, with respect to Director''s responsibility statement, it is hereby confirmed that:

1. in the preparation of the accounts for the financial year ended 31 st March, 2012 the applicable accounting standards, except as stated have been followed along with proper explanation relating to material departure;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a ''going concern'' basis.

Particulars of Employees:

There are no Employees in the company whose particulars are required to be furnished as per Section 217 (2A) of the Companies Act, read with the Companies (particulars of employees) Rule 1975.

Human Resources:

During the period under review your Company continues to enjoy, cordial relations with employees at all levels.

Foreign Exchange earnings and outgo:

During the period there was neither earning nor outgo of foreign exchange. Acknowledgements:

Your Directors convey their appreciation for the services rendered by Employees & Staff. Your Directors thank M/s. SASF, IDBI and Banks for their continued support.

Your Directors would like to thank all the Customers of the Company for their continued co-operation. Finally, we thank the large family of share holders of your Company and all others who are assisting the Company.

Place: Hyderabad By order of the Board.

Date: 25th August, 2012. Gem Cables & Conductors Limited,

Sd/-

Y.Kamesh

Director.

Sd/-

K V S Rao.

Director.

---

Mar 31, 2011

To The Members of Gem Cables and Conductors Limited.

The Directors present herewith the Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2011.

Despite our best efforts, your Company could not achieve to post a healthy turnover solely owing to the lack of working capital facilities from the Banks and other institutions. However, your company could mitigate up to some extent, by resorting to doing job work for other companies and end users.

Operating Results:

As part of process of revamping, during the interregnum period your company is under contract manufacturing operations.

The financial results for the period are:

2010-11 2009-10

1. Income from Operations Rs. 845.34 Lakhs Rs. 63.09 Lakhs

2. Gross Profit / Loss Rs. (65.83) Lakhs Rs. (67.38) Lakhs

3. Less: Bank Charges Rs. 1.19 Lakhs Rs. 3.48 Lakhs

4. Less: Depreciation Rs. 82.82 Lakhs Rs. 82.86 Lakhs

5. Net Loss for the period before Rs.(149.84) Lakh (Rs.174.99 Lakhs) extraordinary & prior period items

Market Scenario:

The domestic market, even though buoyant, is entirely propelled by the demand triggered by the ongoing APDERP projects. These projects are being handled by very big contractors on turn key basis and the price bargaining is very high, thereby reducing the value addition to a bare minimum. However, your Company has adopted a model of being outsourcing partner to some of these companies on contract manufacturing basis and this model is helping your Company to stay afloat, it is felt that unless large working capital arrangement are made, it is difficult to revive the market leadership position in the near future.

Cash Flow Statement :

In Accordance with the listing agreements with stock exchanges, the Cash Flow statement for the year ended 31.03.2011 is enclosed.

Restructuring :

The plans to restructure the Company's long term debt profile with low cost of funds is being vigorously pursued and the response has been very positive. The efforts of the Company to resolve the issues with all the financial institutions and Banks are yet to bear the fruit.

In spite of the present depressing situation owing to the constricted cash flows and various cases being faced by the Company, with the active support and co-operation from the institutions, banks and the sustained co-operation from the esteemed members and other associates, your directors are very confident of reviving the Company.

The efforts of the Company to induce an investing partner or to sell always some of the assets in pursuance of the resolution passed on 08.08.2008 are bearing fruit and your directors are hopeful to close these deals in the current financial year.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance along with a Certificate from the Auditors is furnished forming part of this Report.

Energy Conservation:

Conservation of Energy, technology absorption etc, are enclosed at Annexure 1 as required under Section 217 (1) (e) of the Companies Act,1956.

Auditors and Auditors Report:

M/s. JBRK & Co., Chartered Accountants, Hyderabad, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Sec.224(1B) of the Companies Act, 1956.

Directors:

Shri. Y.Malla Reddy, Director, retires at the ensuing Annual General Meeting and is eligible for reappointment.

Responsibility Statement:

Pursuant to the requirement under sec.217(2AA) of the Companies Act, 1956, with respect to Director's responsibility statement, it is hereby confirmed that:

1. in the preparation of the accounts for the financial year ended 31st March, 2011 the applicable accounting standards, except as stated have been followed along with proper explanation relating to material departure.

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review:

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a "going concern" basis.

Particulars of Employees:

There are no Employees in the company whose particulars are required to be furnished as per Section 217 (2A) of the Companies Act, read with the Companies (particulars of employees) Rule 1975.

Human Resources:

During the period under review your Company continues to enjoy cordial relations with employees at all levels.

Foreign Exchange earnings and outgo.

During the period there was neither earning nor outgo of foreign exchange.

Acknowledgements:

Your Directors convey their appreciation for the services rendered by Employees & Staff.. Your Directors thank M/s. SASF, IDBI and Banks for their continued support.

Your Directors would like to thank all the Customers of the Company for their continued co- operation. Finally, we thank the large family of share holders of your Company and all others who are assisting the Company.

Place: Hyderabad By order of the Board.

Date: 25th August, 2011. Gem Cables & Conductors Limited,

Y.Kamesh Director.

K V S Rao. Director.

---

Mar 31, 2010

The Directors present herewith the Annual Report together with the Audited Accounts of your Company for the yearended 31st March, 2010.

Despite our best efforts, your Company could not achieve to post a healthy turnover solely owing to the lack of working capital facilities from the Banks and other institutions. However, your company could mitigate upto some extent, by resorting to doing job work for other companies and end users.

Operating Results:

As part of process of revamping, during the interregnum period your company is under contract manufacturing operations.

The financial results for the period are:

2009-10 2008-09

1. Income from Operations Rs. 63.09 Lakhs Rs. 157.50 Lakhs

2. Gross Profit /Loss Rs. (67.38) Lakhs Rs. 76.45 Lakhs

3. Less: Bank Charges Rs. 3.48 Lakhs Rs. 306.60 Lakhs

4. Less: Depreciation Rs. 82.86 Lakhs Rs. 83.80 Lakhs

5. Net Loss for the period before (Rs. 174.99 Lakhs)(Rs313.86Lakhs) extraordinary & prior period items

Market Scenario:

The domestic market, even though buoyant, is entirely propelled by the demand triggered by the ongoing APDERP projects. These projects are being handled by very big contractors on turn key basis and the price bargaining is very high, thereby reducing the value addition to a bare minimum. However, your Company has adopted a model of being outsourcing partner to some of these companies on contract manufacturing basis and this model is helping your Company to stay afloat.

Cash Flow Statement:

In Accordance with the listing agreements with stock Exchanges, the Cash Flow statement for the year ended 31.03.2010 is enclosed.

Restructuring:

The plans to restructure the Companys long term debt profile with low cost of funds is being vigorously pursued and the response has been very positive. The efforts of the Company to resolve the issues with all the financial institutions and Banks are yet to bear the fruit.

In spite of the present depressing situation owing to the constricted cash flows and various cases being faced by the Company, with the active support and co-operation from the institutions, banks and the sustained co-operation from the esteemed members and other associates, your directors are very confident of reviving the Company.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance along with a Certificate from the Auditors is furnished forming part of this Report.

Energy Conservation:

Conservation of Energy, technology absorption etc, are enclosed at Annexure 1 as required under Section 217 (1) (e) of the Companies Act, 1956.

Auditors and Auditors Report:

M/s. JBRK & Co., Chartered Accountants, Hyderabad, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Sec.224(1 B) of the Companies Act, 1956.

Directors:

Sbri. KVS Rao, Director, retires at the ensuing Annua) Genera) Meeting and is e))gibie for reappointment.

Responsibility Statement:

Pursuant to the requirement under sec.217(2AA) of the Companies Act, 1956, with respect to Directors responsibility statement, it is hereby confirmed that:

1. in the preparation of the accounts for the financial year ended 31st March, 2010 the applicable accounting standards, except as stated have been followed along with proper explanation relating to material departure.

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review:

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a "going concern" basis.

Particulars of Employees:

There are no Employees in the company whose particulars are required to be furnished as per Section 217 (2A) of the Companies Act, read with the Companies (particulars of employees) Rule 1975.

Human Resources:

During the period under review your Company continues to enjoy cordial relations with employees at all levels.

Foreign Exchange earnings and outgo.

During the period there was neither earning nor outgo of foreign exchange.

Acknowledgements:

Your Directors convey their appreciation for the services rendered by Employees & Staff. They also place on record their gratitude for the advice, guidance received from the Indusind Bank in tiding over the current difficulties. Your Directors thank M/s. SASF, IDBI for their continued support.

Your Directors would like to thank all the Customers of the Company for their continued co-operation. Finally, we thank the large family of share holders of your Company and all others who are assisting the Company.

Place: Hyderabad By order of the Board.

Date: 24th August, 2010. Gem Cables & Conductors Limited,

Sd/-

Y.Kamesh

Director.

Sd/-

KVS Rao.

Director.

---

Mar 31, 2009

The Directors present herewith the Annual Report together with the Audited Accounts of your Companyforthe year ended 31st March,2009. Despite our best efforts, your Company could not achieve to post a healthy turnover solely owing to the lack of working capital facilities from the Banks and other institutions. However, your company could mitigate upto some extent, by resorting to doing job work for other companies and end users. Your Company is glad to report that the negotiated settlements with financial institutions and Banks are in place.

Operating Results:

As part of process of revamping, during the interregnum period your company is under contract manufacturing operations.

The financial results forthe period are:

2008-09 2007-08

1. Income from Operations Rs. 157.50 Lakhs Rs. 333.91 Lakhs

2. Gross Profit / Loss Rs. 76.54 Lakhs Rs. 11.77 Lakhs

3. Less : Bank Charges Rs. 306.60 Lakhs Rs. 2.53 Lakhs

4. Less : Depreciation Rs. 83.80 Lakhs Rs. 96.42 Lakhs

5. Net Loss for the period before(Rs. 313.86 Lakhs) (Rs. 87.85 Lakhs) extraordinary & prior period items

Market Scenario:

The domestic market, even though buoyant, is entirely propelled by the demand triggered by the ongoing APDERP projects. These projects are being handled by very big contractors on turn key basis and the price bargaining is very high, thereby reducing the value addition to a bare minimum. However, your Company has adopted a model of being outsourcing partner to some of these companies on contract manufacturing basis and this model is helping your Company to stay afloat.

Cash Flow Statement:

In Accordance with the listing agreements with stock Exchanges, the Cash Flow statement for the year ended 31.3.2009 is enclosed.

Restructuring:

The plans to restructure the Companys long term debt profile with low cost of funds is being vigorously pursued and the response has been very positive. The efforts of the Company to resolve the issues with all the financial institutions and Banks are yet to bear the fruit.

In spite of the present depressing situation owing to the constricted cash flows and various cases being faced by the Company, with the active support and co-operation from the institutions, banks and the sustained co-operation from the esteemed members and other associates, your directors are very confident of reviving the Company. Soon. As informed in the previous report, your company is on the verge of hiving off cable division to a suitable investors) in whose respect a postal ballot was issued on 8* August, 2008 to authorize the Board of Directors of the Company to sell its assets in accordance with and pursuant to the provisions of Section 293(1 )(a), Section 192A read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 and other applicable provisions, if any, of the Companies Act, 1956. The resolution as set forth in the notice of the Postal Ballot referred to above has been approved by the Share Holders with an overwhelming majority, having received 99.95% of the votes polled in favour of the resolution.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance along with a Certificate from the Auditors is furnished forming part of this Report.

Energy Conservation:

Conservation of Energy, technology absorption etc, are enclosed at Annexure 1 as required under Section 217 (1) (e) of the CompaniesAct, 1956.

Auditors and Auditors Report:

M/s. JBRK & Co., Chartered Accountants, Hyderabad, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Sec.224(1B) of the CompaniesAct, 1956.

Directors:

Shri. KV S Rao, Director, retires at the ensuing Annual General Meeting and is eligible for re-appointment.

Responsibility Statement:

Pursuant to the requirement under sec.217(2AA) of the Companies Act, 1956, with respect to Directors responsibility statement, it is hereby confirmed that:

1. in the preparation of the accounts for the financial year ended 31" March, 2009 the applicable accounting standards, except as stated have been followed along with proper explanation relating to material departure.

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review:

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the CompaniesAct, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the accounts for the financial year ended 31" March, 2009 on a "going concern" basis.

5. The Replies to observations of Auditors are as follows.

a. Confirmation of balances from few parties is awaited and the same is being obtained expeditiously.

b. The amount capitalized after 01.01.1998 were very marginal and hence no depreciation was provided.

c. The observation of Auditors in Para©is only a confirmation of adoption of AS-2 by the company.

d. Consequent to the loan a/c.s with Bank & Institutions having become non-performing, settlements with banks were since completed under one time settlement of dues. As regards IDBI, OTS has since been entered into, however, the company could not pay the OTS amount in view of its financial sickness. Since the OTS has been reached / completed with Banks/Institutions confirmation of balances is not required.

e. Closing stock balances have been verified by the management.

f. Provisions towards panel interest on PF, ESI and Professional Tax dues have not been made in the absence of demand notices from the respective authorities.

Particulars of Employees:

There are no Employees in the company whose particulars are required to be furnished as per Section 217 (2A) of the Companies Act, read with the Companies (particulars of employees) Rule 1975.

Human Resources:

During the period under review your Company continues to enjoy cordial relations with employees at all levels.

Foreign Exchange earning and outgo.

During the period there was neither earning nor outgo of foreign exchange.

Acknowledgements:

Your Directors convey their appreciation for the services rendered by Employees & Staff. They also place on record their gratitude for the advice, guidance received from the Indusind Bank in tiding overthe current difficulties. Your Directors thank M/s. SASF, IDBI for their continued support.

Your Directors would like to thank all the Customers of the Company for their continued cooperation. Finally, we thank the large family of share holders of your Company and all others who are assisting the Company.



Place: Hyderabad By order of the Board.

Date: 28th August, 2009. For Gem Cables & Conductors Limited,

Sd/-

Y.Kamesh

Director.

Sd/-

K V S Rao.

Director.