gem cables conductors ltd Directors report

DIRECTORS REPORT

To

The Members,

Gem Cables and Conductors Limited.

Your Directors present herewith the Annual Report together with the Audited Accounts of your Company for the year ended 31st 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 extraordinary & prior period items	Rs. (147.84) Lakhs)	Rs. (122.57) Lakhs)

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 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 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.

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:

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 Directors 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 31st 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.

Annexure to Directors Report.

Companies (Disclosure of particulars in the report of Board of Directors) Rules.

A. Conservation of Energy:

B. Energy Conservation measures:

No fresh energy conservation measures have been adapted this year, other than continuation the previous years measures on account of very low production and equipment utilization.

Care is being exercised over putting off the yard lighting and the factory lighting at the first break of dawn. Where.ever possible, tube lights and MV Lamps have been replaced with CFL lamps to save energy.

C. Additional investments and proposals, if any, being implemented for the reduction of consumption of energy: None.

a. Impact of the measures at (a) and (b) above fore reduction of energy consumption and consequent impact on the cost of production of goods: Insignificant.

b. Total energy consumption and energy consumption per unit of production as per form A in respect of industries specified in the schedule thereto: Not Applicable.

D. Technology Absorption:

a. Efforts made in technology absorption as per Form B is given below: Form for disclosure of particulars with respect to absorption, Research and Development (R&D):

1. Specific areas in which R&D Efforts have been put in by the Company are: No R&D was carried out during the period under review.

2. Benefits derived as a result of the above R&D: None.

3. Future Plan of action: To develop Elastomeric and special application cables and paper wound wires & strips for transformers.

Technology adoption, adaptation and innovation:

1. Efforts in brief, made towards technology absorption, adaptation and innovation: As there are only skeletal operations, no efforts have been made in this direction by the Company. There is no imported technology.

2. Benefits derived as a result of these efforts: Not applicable.

3. Imported technology: No technology has been imported in the last 8 years, reckoned from the beginning of the financial year.

4. Foreign Exchange earnings and outgo:

I. Activities relating to exports: Rs.Nil. ii. Outgo by way of expenses: Rs. Nil.

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.