torrent cables ltd....torrent cables ltd. 2 6) all the documents referred to in the notice and...

If undelivered, please return to :

Torrent Cables Ltd.

Torrent House, Off Ashram Road, Ahmedabad - 380 009.

CORPORATE INFORMATION

DIIRECTORS : Mr. Rohit C. Mehta ChairmanMr. V. S. ParikhMr. Prafull AnubhaiMr. V. A. ShahMr. Raghu ParakhMr. Jagrut Vyas Director-in-Charge

AUDIT COMMITTEE : Mr. V. S. Parikh ChairmanMr. Rohit C. MehtaMr. Prafull AnubhaiMr. Jagrut Vyas

COMPANY SECRETARY : Mr. B. K. Patel

BANKERS : Bank of BarodaUnion Bank of IndiaAxis Bank Ltd.

AUDITORS : M/s. C.C. Chokshi & Co.Ahmedabad.

REGISTERED OFFICE : Torrent HouseOff Ashram RoadAhmedabad – 380 009.

CORPORATE OFFICE : Pelican, 6th FloorGCCI CompoundAshram RoadAhmedabad – 380 009.Telephone: 079 26582573 Fax: 079 26583484

WORKS : YoginagarMission RoadNadiad – 387 001 (Dist. Kheda)GujaratTelephone: 0268 2581959 Fax: 0268 2581989

WEBSITE : www.torrentcables.com

REGISTRAR & TRANSFER : M/s. MCS Limited

AGENTS 101, Shatdal Complex, Opp: Bata Show Room

Off Ashram Road, Ahmedabad – 380 009.

Telephone: 079 26582878 Fax: 079 26584027

Email:[email protected]

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1

NOTICENOTICE IS HEREBY GIVEN THAT THE TWENTIETH ANNUAL GENERAL MEETING OF THE MEMBERS OF GTORRENT CABLES LIMITED will be held on Wednesday, 27th July, 2011 at 10.00 A.M. at ATMA Hall, Ahmedabad h

Textiles MillsÊ Association, Opp. La Gajjar Chambers, Ashram Road, Ahmedabad - 380 009 to transact the following business :

ORDINARY BUSINESS

1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2011 and the Profit and Loss Account of the fiCompany for the year ended on that date, together with the Directors’ Report and the Auditors’ Report thereon.

2. To declare dividend on equity shares.

3. To appoint a Director in place of Shri Vipin S Parikh, who retires by rotation and being eligible, offers himself forreappointment.

4. To appoint a Director in place of Shri Vasant A Shah, who retires by rotation and being eligible, offers himself for reappointment.

5. To appoint Auditors and to fix their remuneration. fi

SPECIAL BUSINESS

6. To consider and if thought fit to pass the following resolution, with or without modifififi cation(s), as an Ordinary fifiResolution :

Appointment of Shri Raghu Parakh, as Director

“RESOLVED THAT Shri Raghu Parakh who was appointed as an Additional Director of the Company under Section 260 of the Companies Act, 1956 and who holds office till the date of this Annual General Meeting and for whom thefiCompany has received a notice in writing from a member proposing his candidature for the Office of Director under fiSection 257 of the Companies Act, 1956, be and is hereby appointed as a Director of the Company liable to retire by rotation.”

7. To consider and if thought fit to pass the following resolution, with or without modififi cation/s, as a Special Resolution:fifi

Re-appointment of Shri Jagrut Vyas as Director-in-Charge of the Company

“RESOLVED THAT in accordance with the provisions of Section 269 read with Schedule XIII and other applicableprovisions, if any, of the Companies Act, 1956 Shri Jagrut Vyas be and is hereby re-appointed as Director-In-Charge of the Company for a further period of 3 years from 24th

gg October, 2011, without any remuneration.”

“RESOLVED FURTHER THAT in terms of Article 193 of Articles of Association of the Company, Shri Jagrut Vyas shall not be liable to retire by rotation during his tenure of the Director-In-Charge of the Company.”

NOTES:

1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2) A proxy form, duly completed and stamped, must reach the Registered Office of the Company not later than 48 hours fifibefore the time of holding the aforesaid Meeting.

3) Register of Members and Share Transfer Books of the Company will remain closed from 20th July, 2011 to 27th July,2011 (both days inclusive) for determining the shareholders entitlement for dividend declared by the Board of Directors.

4) At the ensuing Annual General Meeting, Shri Vipin S Parikh and Shri Vasant A Shah retire by rotation, and being eligible, offer themselves for re-appointment. Shri Raghu Parakh and Shri Jagrut Vyas are being appointed as Directorand Director-in-Charge respectively. The details pertaining to these directors as stipulated under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance forming part of the Annual Report.

5) The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 is annexed hereto in respect of Special Business and form part of this notice.

2Torrent Cables Ltd.

6) All the documents referred to in the Notice and Explanatory Statement are open for inspection at the Corporate Office fiof the Company between 10.30 a.m. to 12.30 p.m. on all working days except Saturdays, Sundays and Public Holidays until the date of the Annual General Meeting or any adjournment(s) thereof.

7) The members, who have not encashed their dividend warrants for the year 2004-05 and subsequent years, are requested to approach the Company/ Registrar & Transfer Agent for payment

8) Shareholders seeking any information or clarifi cation on the accounts are requested to send written queries to the fifiCompany, at least 10 days before the date of the meeting, to enable the management to keep the required informationavailable at the meeting.

9) Shareholders are requested to intimate the Company or its Registrar and Transfer Agents for any change in address,immediately.

10) Shareholders are requested to bring their copy of Annual Report to the Meeting.

Registered Offi ce By order of the Board of DirectorsfiTorrent HouseOff Ashram RoadAhmedabad - 380 009

Dated : 18.05.2011 B K PATELPlace : Ahmedabad COMPANY SECRETARY

3

Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956

Item No. 6

Shri Raghu Parakh was appointed as an Additional Director under Section 260 of the Companies Act, 1956 on the Board of the Company on 18th May, 2011. He holds office till the date of this Annual General Meeting. The Company has receivedfia notice under Section 257 of the Companies Act, 1956 proposing his candidature for the office of the Director and is eligiblefifor appointment.

Shri Raghu Parakh is a Chartered Accountant and MBA from IIM, Calcutta with 29 years of professional experience inthe field of accounts, fifi nance, commercial and overall operations. He is associated with Torrent Group since 2001 and has fiworked across various business segments of the Group . Shri Raghu Parakh has given his consent to act as a director of theCompany.

Except Shri Raghu Parakh none of the Directors of the Company is concerned or interested in the said resolution.

Item No. 7

Shri Jagrut Vyas was appointed as Director-In-Charge of the Company from 24th October, 2008. He is in charge of the operations and overall affairs of the Company in compliance with the requirements of Section 269 and other applicableprovisions of the Companies Act, 1956.

Shri Jagrut Vyas holds MBA and Master Degree from IIT, Delhi with 31 years of experience of overall management of reputed/professional companies. He is associated with Torrent Group since 2006. He is Managing Director of Torrent PowerGrid Ltd. Further, he is in-charge of the distribution net work of Torrent Power Ltd. for Ahmedabad, Gandhinagar and Surat.

Except Shri Jagrut Vyas none of the Directors of the Company is concerned or interested in the said resolution

The explanatory statement together with notice should be treated as an abstract of the terms of appointment and memorandumof concern or interest under Section 302 of the Companies Act, 1956.

The Directors recommend the resolution for your approval.

Registered Offi ce By order of the Board of DirectorsfifiTorrent HouseOff Ashram RoadAhmedabad - 380 009

Dated : 18.05.2011 B K PATELPlace : Ahmedabad COMPANY SECRETARY


DIRECTORSÊ REPORTDear Shareholders,

The Directors present the Twentieth Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March, 2011.

Financial Results

[Rupees in crore]

ParticularsYear ended

31-03-2011

Year ended31-03-2010

Sales / IncomeProfi t before interest, Depreciation, taxationfifiLess : Interest

DepreciationProfi t before taxfifiLess : Provision for TaxAdd : Provision for Taxation of earlier years not requiredLess : Deferred Tax AssetNet Profit for the yearfifiBalance of profit brought forward from previous yearfifi Balance of Profi t available for appropriationfifiAppropriation :- Transferred to General Reserve- Equity dividend - Tax on Distributed Profitfi- Balance of Profit carried to the Balance Sheetfifi

256.18

16.97

0.86

7.74

8.37

1.85

0.35

�

6.87

26.68

33.55

4.00

2.15

0.35

27.05

172.68 11.76 0.07 2.31 9.38 1.65 3.40 0.63 10.50 26.18 36.68

7.00 2.58 0.42 26.68

Operations

The gross sales for the year ended on 31st March, 2011 was Rs. 276 crore compared to last year’s Rs. 187 crore. YourCompany has earned Profi t Before Tax (PBT) of Rs. 8.37 crore. fifi

The increase in sales is on account of New HT XLPE Production Line operational for the full year.

The Cash Profit for the year is Rs. 16.11 crore compared to last year’s Rs. 11.69 crore. However, the Profifi t Before Taxfihas been affected due to Depreciation. In the year, the Depreciation charged is higher at Rs. 7.74 crore, which was Rs. 2.31 crore last year. The higher depreciation is on account of the New HT Production Line commissioned in March, 2010.

The margins have been affected on account of increasing trend of Raw Material prices. The normal business practice is the fi rm price orders and hence the increase in input prices has to be absorbed by the Company. Due to excess productionficapacity in the industry, there is severe competition which also affects the price realization.

Dividend

Your Directors recommend a dividend of Rs. 2.50 per equity share amounting to Rs. 2.15 crore. The tax on this dividend will be Rs. 0.35 crore. The proposed dividend would be tax free in the hands of shareholders. Last year the dividend was Rs. 3.00 per equity share. Considering the margins, high interest cost of the borrowed funds and lower PBT, your Directors have taken a conservative decision to preserve the cash resources and reduce the dependence of borrowed fundsand accordingly dividend has been recommended.

Future Prospects and Plans

The power sector has not achieved the targeted capacity addition. For the year 2009-10, the target was 14507 MW against which the actual capacity addition was 9585 MW. For the period April, 2010 to December, 2010 the target was 20359 MWagainst which actual addition is 9730 MW.

5

This slower pace capacity addition has its impact on the transmission and distribution investments.

As the Indian Economy prepares for sustained growth of 8 – 9%, the importance of power sector should continue toincrease. The power sector demand is expected to grow at 7.5% - 8% CAGR till 2017. The Government’s focus onattaining “power for all” has accelerated capacity addition in the country. For the next few years there is the possibilityfor huge investment in the power sector.

The above suggests that power related business will have good prospects.

Finance

The Company has arranged for Suppliers’ Line of Credit to the extent of Rs. 20 crore for the imported equipments in respect of expansion undertaken at Nadiad plant. The outstanding liability as on 31st March, 2011 was Rs. 8.92 crore. Forworking capital purpose, the Company has arrangements with the Banks and the funds to the extent of Rs. 1.76 crore have been utilized as on 31st March, 2011.

Transfer to Investor Education and Protection Fund

Rs. 56.20 lacs was falling due during the year, has been deposited in the Investor Education and Protection Fund establishedby the Central Government pursuant to Section 205C of the Companies Act, 1956.

DirectorsÊ Responsibility Statement

As required by Section 217(2AA) of Companies Act, 1956, the Directors inform that :

1. The applicable Accounting Standards have been followed in the preparation of the Annual Accounts.

2. The Accounting Policies have been applied consistently, subject to such adjustments and estimates made that arereasonable and prudent for the preparation of accounts, so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and the profififi t of the Company for the year. fi

3. The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance fiwith the provisions of the Companies Act, 1956 to safeguard the assets of the Company and to prevent fraud andirregularities.

4. The annual accounts have been prepared on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report, Auditors’ Certificate regarding compliance of conditions of Corporate Governance and fideclaration by Director-in-Charge for Compliance of Code of Conduct, form part of this Annual Report.

Holding Company

Torrent Private Ltd. is holding 61% of the Equity Shares of your Company and accordingly, your Company is a subsidiary of Torrent Private Ltd.

Particulars of Employees

No employee is drawing remuneration as provided under the Companies (Particulars of Employees) Rules, 1975 and henceinformation as required under Section 217(2A) of the Companies Act, 1956 is not required to be furnished.

Directors

Mr. Raghu Parakh was appointed as Additional Director of the Company on 18th May, 2011 will retire at the ensuingAnnual General Meeting and offers himself for reappointment.

Shri Vipinbhai S Parikh and Shri Vasantbhai A Shah, Directors of the Company retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for reappointment.

Shri Jagrut Vyas, Director-in-Charge of the Company, retires on 23-10-2011. His reappointment as Director-in-Charge of the Company for a further period of three years from 24-10-2011, without remuneration and not liable to retire by rotationhas been proposed.


Auditors

The Auditors, M/s. C C Chokshi & Co., Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee in their meeting held on 18th May, 2011 has recommended there-appointment of M/s. C C Chokshi & Co., as Auditors of the Company.

Notes on Accounts are self explanatory and do not require further explanation.

Insurance

All the properties of the Company including factory buildings, plant and machinery stocks etc. are adequately insured.

Fixed Deposits

The Company has not been accepting / renewing fi xed deposit since January, 1999.fifi

Energy Conservation, Research & Development and Foreign Exchange Earning & Outgo

A statement containing necessary information required under the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and forms part of this report. (Annexure –1)

Acknowledgements

Your Directors are grateful and pleased to place on record their appreciation for the support, guidance and co-operationextended by the Government of Gujarat, Banks and esteemed customers including Group Companies. The Board, alsoexpress its appreciation for the understanding and support extended by the shareholders and employees of the Company, at all levels.

For and on behalf of the Board

Dated : 18th May, 2011 ROHIT C MEHTAPlace : Ahmedabad Chairman

ANNEXURE 1 TO DIRECTORÊS REPORT

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.

A) CONSERVATION OF ENERGY

Installed capacitor banks to improve Power Factor of New Plant from 0.94 to 0.99.

Modifi ed Nitrogen and Compressed Air pipelines to reduce consumption.fifi

B) POWER & FUEL CONSUMPTION

Electricity

2010-11 2009-10

a) Purchased Units (KWH in lacs)Total Amount (Rs. in lacs)Average Rate (Rs. )

87.08 542.13 6.23

64.96 405.67 6.24

b) Own Generation through DG set (KWH in lac Units)Units generated per liter of dieselCost of fuel per Unit

0.26 1.38 26.94

0.56 2.34 14.95

C) RESEARCH AND DEVELOPMENT

a) 1 x 800 Sq.mm copper, 11 kV UE Cable.b) 1 x 1000 Sq.mm 132 kV Cable

D) FOREIGN EXCHANGE EARNING AND OUTGO

The information on foreign exchange earning and outgo is furnished in Note No. 7 of Part B of Schedule 17 : Notes on Accounts.

7

REPORTRR ON CORPORATE GOVERNANCE1. CompanyÊs Philosophy on Corporate Governance

The Board of Directors believes that the code prescribes minimum framework for Governance of a business in corporate framework.

The Company believes that it must govern its affairs, so as to optimize satisfaction among all its stakeholders, which include shareholders, lenders, suppliers, customers and employees. The Company attaches equal importance to both- ends and means. The Company sees the governance norms originating in the stock market institutions as an integral part of its corporate governance philosophy, to be respected not just in the letter but, more importantly, in spirit.

The Company has set, as a mission, the implementation of a system to ensure transparency, control, accountability,responsibility and fairness in all areas of operations.

2. Management

The Board of Directors:

The present Board of Directors consists of six Directors. The composition of Board is complying with the requirementsof Clause 49(I)(A) - i.e. more than 50% of the directors are non-executive directors and more than 33% of the directors are independent directors. The detailed composition of the Board and other related information is given in the table below:

Name of theDirector

Category

No. of otherDirectorships

(excludingPvt. Ltd. &

Sec. 25Companies)

No. of otherCommittees**

of whichMember/Chairman

No. ofBoard

MeetingsAttended

LastAGM

attended

Shri Rohit C MehtaChairman

Non-Executive & Independent 3 1/2 4 Yes

Shri V S Parikh Non-Executive & Independent -- -- 3 Yes

Shri Prafull Anubhai Non-Executive & Independent 5* 2/3 2 Yes

Shri V A Shah Non-Executive-Promoter Group 4 0/1 1 No

Shri Raghu Parakh Non-Executive - Promoter Group - - - No

Shri Jagrut Vyas Director-in-Charge-Promoter Group 1 -- 4 Yes

* Includes Directorship in one foreign Company ** Committees includes Audit Committee & Shareholders’ Grievance Committee.

As required by the Companies Act, 1956 and Clause 49 of Listing Agreement, none of the director hold directorship in morethan 15 public companies or membership of committees of the Board (Audit/Investors’ Grievance Committees) in excess of 10 or chairmanship of committees of the Board, as aforesaid in excess of 5.

Details of Board Meetings held

Date of Meeting No. of Directors Present

10th May, 2010 3

28th July, 2010 4

22nd October, 2010 3

20th January, 2011 4

The time gap between any two meetings was less than four months.

Details of Directors seeking appointment/re-appointment at the ensuing Annual General Meeting:

Shri V S ParikhShri Vipin S Parikh is a leading Solicitor and Advocate in Ahmedabad. He is Director of Textile Traders Co-operative Bank Ltd.


Shri V A Shah

Shri Vasant A Shah is a Chartered Accountant and possesses more than 43 years of experience in the field of accounts andfifinance. He was associated with Torrent Group for 20 years. He is holding Directorship in Gujarat Lease Financing Ltd.fiand GLFL Housing Finance Ltd.

Shri Raghu ParakhgShri Raghu Parakh is a Chartered Accountant and MBA from IIM, Calcutta with 29 years of professional experience inthe field of accounts, fififi nance, commercial and overall operations. He is associated with Torrent Group since 2001 andfihas worked across various business segments of the Group . Shri Raghu Parakh has given his consent to act as a Director of the Company.

Shri Jagrut VyasJ g yShri Jagrut Vyas holds a MBA and Masters from IIT, Delhi with 31 years of professional experience of over all management in professional companies. He is associated with Torrent Group since 2006. Shri Jagrut Vyas has given his consent to act as Director-in Charge of the Company.

3. Audit Committee:

The composition of the Audit Committee and other related details are as under:

Sr.No.

Name of Director CategoryNo. of Meetings

Attended

1. Shri V S Parikh, Chairman Non-Executive, Independent 3

2. Shri Prafull Anubhai, Member Non-Executive, Independent 4

3. Shri R C Mehta, Member* Non-Executive, Independent 1

4 Shri Jagrut Vyas, Member Executive, Promoter Group 4

* Appointed w.e.f. from 20.01.2011

Shri Vipin S Parikh is Chairman of the Audit Committee. Shri Prafull Anubhai possesses expert knowledge in Financeand Accounts.

The above composition meets with all requirements of Clause 49 of the Listing Agreement and Section 292A of theCompanies Act, 1956. The Company Secretary acts as the Secretary of the Audit Committee.

The terms of reference for the Audit Committee are as stipulated in Clause 49 of Listing Agreement and as laid down in Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 dated 29th October, 2004 – Annexure I – Clause II (D).

During the year 2010-11, four meetings of the Audit Committee were held on 8th May, 2010, 28th July, 2010, 21st

October, 2010 and 20th January, 2011. The minutes of the Audit Committee Meetings were circulated to the Board,discussed and taken note of.

The functions of the Audit Committee are as per Company Law and Listing Agreement with Stock Exchange. Broadly the same are (i) oversee company’s financial reporting process (ii) recommend the appointment, re-appointment, fireplacement or removal of Statutory Auditors, fixation of audit fee as well as approve fees for other services, discuss thefinature and scope of audit and ascertain the areas of concern (iii) review the annual and quarterly financial statements fi(iv) review changes in the accounting policies and practices of major accounting entries (v) review adjustments in fi nancial statements, highlighted by audit fifi ndings (vi) review disclosure of related party transactions (vii) review with fithe Management the performance of statutory and internal auditors and adequacy of internal control systems (viii)review the adequacy of internal audit function and discuss with them, significant fififi ndings, if any (ix) review the fifi ndings fiof internal investigations by the internal auditors in case of suspected fraud or irregularity and (x) probe into the reasons for substantial default in payment of declared dividend.

4. Remuneration Committee :

The Board did not have a remuneration committee. The requirement to have a remuneration committee iscurrently not mandatory.

5. Remuneration to Directors :

During the year, Company has not paid any remuneration to the Directors. Non-Executive Directors, notbelonging to the Promoter Group, were paid sitting fees of Rs. 10,000/- each for every Board and Audit CommitteeMeetings attended by them.

9

Shareholding of Directors :

Shri Vasant A Shah holds 5 shares as on 31st March, 2011. Other Directors are not holding any shares of the Company. Directors have not been granted any stock options during the year.

6. ShareholdersÊ/InvestorsÊ Grievance Committee :

The composition of the Shareholders’/Investors’ Grievance Committee and other related details are as under:

Sr.No.

Name of Director Category No. of Meetings

Attended

1. Shri V S Parikh, Chairman Non-Executive, Independent 42. Shri Prafull Anubhai, Member Non-Executive, Independent 43 Shri Jagrut Vyas, Member Executive, Promoter Group 3

Shri Vipin S Parikh is the Chairman of the Committee.

During the year 2010-11, four meetings of the Shareholders’/Investors’ Grievance Committee were held on 30th June, 2010, 30th September, 2010, 31st December, 2010 and 31st March, 2011. The Minutes of the meetings of the Shareholders’/Investors’ Grievance Committee were discussed and taken note of by the Board of Directors.

The Committee ensures the effective redressal of the complaints of the shareholders such as dematerialization, transfer,non-receipt of balance sheet/dividend etc. The Committee also recommends steps to be taken for further improvement in the quality of service to the investors.

The Company received 10 (including opening Nil) complaints during the year and all were resolved to the satisfaction of the investors.

There were no valid requests for transfer/transmission of shares, issue of duplicate shares etc. were pending as on 31.03.2011.

The Company Secretary acts as the Secretary and Compliance Officer of the Shareholders’/ Investors’ GrievancefiCommittee.

7. General Body Meetings : The details of Annual General Meetings held in last three years are as under:

AGM Date of AGMAccounting

YearTime ofMeeting

Venue/Location

No. of Special

Resolutions passed

17th 29th December, 2008 2007-2008 10.30 A.M.

Sheth Shri A.H. Memorial Hall Gujarat Chamber of Commerce & Industry,

Ashram Road, Ahmedabad - 380 0091

18th 23rd July, 2009 2008-2009 10.30A.M.

Sheth Shri A.H. Memorial Hall Gujarat Chamber of Commerce & Industry,


19th 28th July, 2010 2009-2010 10.00A.M.

ATMA Hall, Ahmedabad Textile Mills’Association, Opp. La Gajjjar Chamber,


No special resolution was put through the postal ballot last year.

8. Disclosures :

Related party transactions:p y Transactions with related parties are disclosed in detail in Note No. 9 of Schedule 17 Part B - “Notes forming part of

the Accounts” annexed to the financial statements for the year. Adequate care was taken to ensure that the potentialficonfl ict of interest did not harm the interests of the Company at large.fl

Legal Compliance :g p The Company has formalized a system for legal compliances applicable to the Company. Status of legal compliances

and steps taken to rectify non-compliances, if any, are placed to the Board of Directors at its meetings.


There were no instance of material non-compliance during the year under review. No penalties or strictures wereimposed on the Company by stock exchange, SEBI or any statutory authority, on any matter related to capital markets during the last three years.

Code of Business Conduct :

The Company has adopted a Code of Business Conduct based on the business principles of the Company. The Code of Business Conduct has also been posted on the website of the Company.

In compliance with the Code, directors and senior management of the Company have affi rmed their compliance withfithe Code for the year under review. A declaration to this effect signed by the Director-in-Charge forms part of thisannual report.

Compliance with the Corporate Governance Code :p p

The Company has complied with all the mandatory requirements laid down by the Corporate Governance Code. Thenon-mandatory requirements of the Code complied with have been disclosed at the relevant places.

Subsidiary Company :y p y

The Company does not have any subsidiary company.

9. Means of Communication:

The Company had submitted its quarterly, half yearly & yearly financial results to the stock exchange on their approvalfifiby the Board and published in the Financial Express (English & Gujarati). These were also promptly put on the Company website. The Company did not send the half yearly report to the Shareholders. No presentations were made to the Institutional Investors or analyst during the period under review.

The Management Discussion & Analysis Report forms part of this annual report.

10. General ShareholdersÊ Information :

Twentieth Annual General Meeting :

Date and Time : 27th July, 2011, Wednesday - Time : 10.00 A. M.

Venue : ATMA Hall, Ahmedabad Textile Mills’ Association Opp: La Gajjar Chambers, Ashram Road, Ahmedabad-380 009

Date of Book Closure : 20th July, 2011 to 27th July, 2011 (both days inclusive).

Dividend payment Date :

The proposed dividend, if approved, at the ensuing annual general meeting, will be distributed on or around 4th August, 2011, within the statutory time limit.

Financial Calendar for the year 2011-12 :

Financial Year 1st April to 31st March

First Quarter Results Last week of July, 2011

Second Quarter and Half Yearly Results Last week of October, 2011

Third Quarter Results Last week of January, 2012

Yearly Results Last week May, 2012

Listing on Stock Exchange and Security Code :

The shares of the Company are listed on the Bombay Stock Exchange Ltd., Mumbai and Security Code is 523856.

Annual listing fee for the year 2011-12 has been paid to the Stock Exchange, Mumbai.

Market Price Data :

The closing market price of equity share on 31st March, 2011 (last trading day of the year) was Rs. 72.00 on BSE.

11

The monthly movement of equity share price during the year at BSE is summarized below:

Month & YearHigh (Rs. ) Low (Rs. ) Volume

Company Price BSE Sensex Company Price BSE Sensex No. of Shares

April, 2010May, 2010June, 2010July, 2010August, 2010September, 2010October, 2010November, 2010December, 2010January, 2011February, 2011March, 2011

154.00 144.90 125.60 144.75 127.00 130.00 125.85 119.00 98.00 90.50 82.40 81.90

18047.86 17536.86 17919.62 18237.56 18475.27 20267.98 20854.55 21108.64 20552.03 20664.80 18690.97 19575.16

120.45 105.05 105.25 116.55 114.00 114.70 115.05

93.00 80.00 73.45 67.45 70.00

17276.8015960.1516318.3917395.5817819.9918027.1219768.9618954.8219074.5718038.4817295.6217792.17

160850 163559 192380 328417 209376 196585 142156 90903 79321 67905 67725 78627

Distribution of Shareholding as on 31st March, 2011:

Sr. No. Category No. of Shares Percentage

1

2345678

Promoters a) Holding Companyb) OthersDirectors & their relativesFinancial Institutions, Nationalised & Other BanksMutual FundsFIIsCorporate BodiesNRIsGeneral Public

52,45,606 --

205 694 202

--3,51,454

48,439 29,51,795

61.01----

0.01----

4.090.56

34.33

Total 85,98,395 100.00

Broad Shareholding Distribution :

No. of Shares Shareholders Percentage No. of Shares Percentage

01 to 50 61508 88.88 379356 4.4151 to 100 4330 6.26 406866 4.73101 to 500 2624 3.79 614341 7.15501 to 1000 411 0.59 318097 3.70Above 1000 332 0.48 6879735 80.01Total 69205 100.00 8598395 100.00

Dematerialisation of Shares:

As on 31st March, 2011, out of the total 85,98,395 equity shares held by 69,205 shareholders, 80,71,352 equity sharesheld by 31,552 shareholders representing 93.87% of the total paid-up equity capital have been dematerialized.

Demat security (ISIN) code for Equity Share is - INE859B01027.

Registrar and Share Transfer Agents:

MCS Limited1st Floor, Shatdal Complex, Opp: Bata Show Room, Ashram Road, Ahmedabad – 380 009.Telephone: (079) 26582878-80 Fax: (079) 26581296, Email: [email protected]

Share Transfer System: The transfers which are complete in all respects are taken up for approval at least once in a fortnight and the transferred

securities dispatched to the transferee within 21 days. The details of transfer/transmission approved by the delegates were noted by the Board at its next meeting.


Outstanding GDRs / ADRs /Warrants / any other Convertible Instruments :

The Company has not issued any GDRs / ADRs /Warrants / any other Convertible Instruments as on date.

Investor Correspondence : All enquiries, clarifications and correspondence should be addressed to the Compliance Offifi cer at the following address :fi

B K Patel, Company Secretary Torrent Cables Ltd. Pelican, 6th Floor, GCCI Compound, Ashram Road, Ahmedabad - 380 009. Telephone: (079) 26582573, Fax: (079) 26583484

Email: [email protected], [email protected] g

Plant Location Torrent Cables Ltd., Yoginagar, Mission Road, Nadiad- 387 001. (Dist. Kheda)

AuditorsÊ Certificate

Regarding Compliance of Conditions of Corporate Governance

To the Members of Torrent Cables Limited

We have examined the compliance of conditions of Corporate Governance by Torrent Cables Limited, for the year ended 31st March, 2011, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance as stipulated in the said clause . It is neither an audit nor an expression of an opinion on the fi nancial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the effi ciency or effectiveness with which the Management has conducted the affairs of the Company.

For C C Chokshi & Co.Chartered Accountants

(Registration No. 101876W)

GAURAV J SHAHDated : 18-05-2011 PartnerPlace : Ahmedabad Membership No.35701

Declaration for Compliance of Code of Conduct

Code of Conduct for Board Members and Senior Management Personnel was re-approved at the Board Meeting held on24th October, 2008. It was placed on the Website of the Company.

Company has obtained confi rmation for the compliance of Code of Conduct from all the Board Members and Senior fiManagement Personnel of the Company on an annual basis. The Senior Management Personnel covers all the employees in the cadre of General Manager and Assistant General Manager.This is a declaration as required by Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 dated 29th October, 2004 – Annexure I – Clause I (D) (II).

Dated : 18-05-2011 JAGRUT VYASPlace : Ahmedabad Director-In-Charge

13

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Power Cable Industry Outlook:

The Central Plan Outlay for Power Sector has been enhanced from Rs. 66097 Crore in the Budget 2010-11 to Rs. 72754 Crore in the Budget 2011-12. The GDP growth at 8.6% in real terms in the year 2010-11 and expectations of 9% in the current fi nancial year are encouraging. The strong emphasis on infrastructure is clearly visible in the budget with anfiincreased allocation in infrastructural sector.

The power sector in the country is poised for record capacity addition of 15000 MW during the present financial year.fiThe total installed power capacity rose to 170469 MW by December, 2010 compared to 123901 MW in December, 2006.

This factor suggests that demand in power sector should grow. Utilities have to be efficient by reducing transmission fiand distribution loss and conversion of overhead lines to underground cabling particularly in cities should help the cable industry to sustain the growth.

Company Outlook:

The new HT XLPE line was fully operational during the year. The major refurbishing and renovating the old HT XLPEline in the current year should help to maintain the production level.

The Company plans for investments in the range of Rs. 5 to 8 crores to overcome the imbalances and thereby increase theoutput of the new HT XLPE line by nearly 15%. However, this is expected to be operational in the last quarter of the year.

Risk & Concerns:

In Cable Industry, raw material prices, particularly Aluminium, Copper are fluctuating which remains the cause of concern. flDuring the year, from July, 2010 onwards prices have shown the increasing trend. Nearly 20% increase in prices has been witnessed.

The normal business practice is through tenders where considerable time has taken for finalization and generally the orders fiare released with fi rm prices. The increase in input prices affects the margins.fi

The Company tries to reduce the impact of such price rise through advance contract, hedging. However, it is notpracticable to insulate the margins as projected.

Business risks are managed through regular monitoring and corrective actions.

Internal Control System:

The Company has a Budgetary Control System and actual performance is reviewed with reference to budgets on a regularbasis. The Company has a flat organization structure, which helps in conducting the business, effectively. The Companyflhas an independent Chartered Accountant firm in practice, as Internal Auditor. They conduct regular audits, in order tofiensure the compliance and adherence to management policies. They also suggest improvements in the system.

The Internal Auditors’ reports are regularly reviewed by the management.

Financial Performance v/s. operational performance:

During the year, Company has earned the Cash Profi t of Rs. 16 crore compared to Rs. 12 crore in the previous year. fi

The increasing trend import prices since 2nd quarter of the year has affected the margins, particularly in the 3rd and 4th

quarter.

The proper financial planning with focus on views of internal accruals and lesser dependency on borrowed funds has helpedfito control the interest cost.

Forward planning on continuous basis, reputation with the raw material suppliers, conservative and effi cient procurementfistrategy, overheads control have helped the Company to control the cost.

Human Resources:

The total employee strength of the Company at the end of the year was 337 compared to 347 at the end of last year.

As a practice, training and development programmes are conducted through out the year. This helps in overall improvement in the quality/output and personality development. Such programmes are planned considering the individual skill leveland required future capability. The Company imbibes training and provides free work environment to get best out of themanpower. The Company considers employees as its most value asset.The industrial relations continued to be cordial during the year.


AUDITORSAA Ê REPORT TO THE MEMBERS OFTORRENT CT ABLESCC LIMITED

1. We have audited the attached Balance Sheet of TORRENT CABLES LIMITED (“the Company”) as at 31st March, 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed fithereto. These fi nancial statements are the responsibility of the Company’s Management. Our responsibility is to expressfifian opinion on these financial statements based on our audit. fi

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialfimisstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in thefi nancial statements. An audit also includes assessing the accounting principles used and the signififi cant estimates made by fifithe Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides afifireasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphsfi4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary

for the purposes of our audit;(b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from

our examination of those books;(c) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement fi

with the books of account;(d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report fi

are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;(e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts

give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;(ii) in the case of the Profi t and Loss Account, of the profifi t of the Company for the year ended on that date andfi(iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.fl

5. On the basis of the written representations received from the Directors as on 31st March, 2011 taken on record by the Boardof Directors, none of the Directors is disqualified as on 31fi st March, 2011 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

For C. C. CHOKSHI & CO.Chartered Accountants

(Registration No. 101876W)(Gaurav J. Shah)

Place : Ahmedabad PartnerDate : 18th May, 2011 (Membership No. 35701)

ANNEXUREAA TO THE AUDITORSAA Ê REPORTRR(Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the Company’s business/activities/result, clauses (xiii) and (xiv) of CARO are not applicable.(ii) In respect of its fixed assets:fi

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fi xed assets.fi

(b) The fixed assets were physically verififi ed during the year by the Management. According to the information and fifiexplanation given to us, no material discrepancies were noticed on such verification.fi

(c) The fi xed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fifi xed assets of fithe Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventory:(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.fi(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification fi

of inventories followed by the Management were reasonable and adequate in relation to the size of the Company andthe nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained properrecords of its inventories and no material discrepancies were noticed on physical verification.fi

15

(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, fi rms or other partiesfilisted in the Register maintained under Section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, there is an adequate internal control systemcommensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed fifiassets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in suchinternal control system.

(vi) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not entered into any transactions which require to be recorded in the Register maintained in pursuance of Section 301 of the Companies Act, 1956.

(vii) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year.

(viii) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by fifithe management have been commensurate with the size of the Company and the nature of its business.

(ix) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of the Company’s products to which the said rules are made applicable and are of the opinion that prima facie the prescribedeaccounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

(x) According to the information and explanations given to us in respect of statutory dues: (a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education

and Protection Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2011 for a period of more than six months from the datethey became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which havenot been deposited as on 31st March, 2011 on account of disputes are given below:

StatuteNatureof Dues

Forum where Dispute is pendingPeriod towhich the

amount relates

Amount involved

(Rs. in lakhs)

Gujarat Sales Tax Act Sales tax Joint Commissioner of Commercial Tax (Appeal) 2002-03 319.35

Gujarat Sales Tax Act Sales tax Joint Commissioner of Commercial Tax (Appeal) 2003-04 109.40

(xi) The company has no accumulated losses as at 31st March, 2011 and has not incurred any cash losses in the financial year fifiended on that date or in the immediately preceding financial year.fifi

(xii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders. fi

(xiii) According to the information and explanations given to us, the Company has not granted loans and advances on the basisof security by way of pledge of shares, debentures and other securities.

(xiv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and fi nancial institutions.fi

(xv) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

(xvi) In our opinion and according to the information and explanations given to us and on an overall examination of the BalanceSheet, we report that funds raised on short-term basis have not been used during the year for long- term investment.

(xvii) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xviii) The Company had not issued any debentures during the year and did not have any outstanding debentures during the year.(xix) During the year the Company has not raised any money by public issue.(xx) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and

no fraud on the Company has been noticed or reported during the year.For C. C. CHOKSHI & CO.

Chartered Accountants(Registration No. 101876W)

(Gaurav J. Shah)Place : Ahmedabad PartnerDate : 18th May, 2011 (Membership No. 35701)


BALANCEBB SHEET AS AT 31ST MARCHMM , 2011(Rs. in lacs)

SCHEDULE As at31-03-2011

As at31-03-2010

SOURCES OF FUNDS

Shareholders' Funds:

Share Capital 1 859.84 859.84

Reserves & Surplus 2 12,679.93 12,242.28

13539.77 13102.12

Loan Funds:

Secured LoansDeferred Tax Liability (net) [Refer Note No. 11 of Schedule 17 (B)]

3 1,067.56 -

1,046.33 -

TOTAL 14607.33 14148.45

APPLICATION OF FUNDS

Fixed Assets:

Gross Block 4 11,212.75 10,894.76

Less: Depreciation 4,542.15 3,895.16

Net Block 6,670.60 6,999.60

Capital Work in Progress � 54.38

6,670.60 7,053.98

Investments 5 3.50 3.50

Current Assets, Loans & AdvancesInventories 6 3,291.79 2,798.28

Sundry Debtors 7 5,493.59 4,950.11

Cash & Bank Balances 8 588.92 735.52

Loans & Advances 9 1,918.96 1,577.32

11,293.26 10,061.23

Less: Current Liabilities & Provisions 10Current Liabilities 2,886.81 2,417.46

Provisions 473.22 552.80

3,360.03 2,970.26

Net Current Assets 7,933.23 7,090.97

TOTAL 14,607.33 14,148.45

Significant Accounting Policies and Notes on Accounts 17fifi

In terms of our report attached JAGRUT VYAS ROHIT C. MEHTA d ChairmanFor C.C. Chokshi & Co., Director-in-Charge PRAFULL ANUBHAI DirectorChartered Accountants V. S. PARIKH Director

V.A. SHAH DirectorHGAURAV J. SHAH B. K. PATEL RAGHU PARAKH DirectorPartnerr Company SecretaryDated : 18-05-2011 Dated : 18-05-2011Place : Ahmedabad Place : Ahmedabad

17

PROFITPP & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCHMM , 2011(Rs. in lacs)

PARTICULARS SCHEDULE Year ended31-03-2011


INCOME:

Sales (Gross) 27,604.46 18,654.16Less: Excise duty 2,183.81 1,357.23 Sales tax 887.73 580.08

Net Sales 24,532.92 16,716.85

Increase/(Decrease) in Finished Goods and Work in Process stocks 11 336.19 (219.28)Other income 12 748.92 770.71

TOTAL 25,618.03 17,268.28 EXPENDITURE:

Material cost and other consumptions 13 21,401.30 13944.34Employees' remuneration 14 908.76 807.63Other expenses 15 1,490.83 1283.10Interest and Finance charges 16 205.87 64.23Depreciation 774.19 231.08

TOTAL 24,780.95 16,330.38

Profit for the year before taxation fifi 837.08 937.90

Less/(Add): Tax provisions Current tax 185.00 165.00 Deferred Tax � 63.17 Provision made in earlier years no longer required (35.40) (340.34)Profit for the year after taxationfifi 687.48 1050.07Add : Balance brought forward from previous year 2667.69 2618.41Available for Appropriations 3355.17 3668.48 Appropriations: Proposed Dividend 214.96 257.95 Distribution Tax on Proposed Dividend 34.87 42.84 Transfer to General Reserve 400.00 700.00

Balance carried to Balance Sheet 2,705.34 2,667.69

Basic & Diluted Earnings Per Share [Refer Note 10 of Schedule 17(B)] Rs. 7.99 Rs. 12.21

Significant Accounting Policies and Notes on Accounts 17fi


V.A. SHAH DirectorHGAURAV J. SHAH B. K. PATEL RAGHU PARAKH DirectorHPartnerr Company SecretaryDated : 18-05-2011 Dated : 18-05-2011Place : Ahmedabad Place : Ahmedabad


CASHCC FLOW SW TATEMENT FOR THE YEARYY ER NDED 31ST MT ARCHMM , 2011(Rs. in lacs)



A) CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax as per the Profifi t & Loss Accountfifi 837.08 937.90 Adjustments for: - Depreciation 774.19 231.08 - Provision for doubtful debts 57.53 - - Interest Income (210.87) (243.98) - Income from Investment (1.82) - - Interest and fi anance charges paidfifi 205.87 64.23 - Unrealised Exchange Gain (46.51) (102.00) - Loss on Assets sold 5.17 1.43

Operating Profi t Before Working Capital Changesfi 1,620.64 888.66Adjustments for:

- Trade and other Receivables (601.01) (600.07) - Inventories (493.51) (87.76) - Loans & Advances (370.73) (213.81) - Trade and other Payables 482.94 357.66

(982.31) (543.98)

Cash generated from operations 638.33 344.68Direct Taxes (Paid) / Refund - net (157.48) 747.57Cash fl ow from operating activitiesfl 480.85 1,092.25

B) CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (397.33) (2,711.20) Sale of Fixed Assets 1.36 5.63 Interest Income 217.47 243.98 Income from Investment 1.82 - Net cash used in investing activities (176.68) (2,461.59)C) CASH FLOW FROM FINANCING ACTIVITIES Dividend paid (300.80) (301.79) Interest and fianance charges paidfi (209.48) (123.20) (Decrease) in Secured loan (116.25) - Increase in Secured Loan 175.76 143.10 Net Cash (used in) financing activitiesfi (450.77) (281.89)Net (decrease) / increase in cash and cash equivalents (A) + (B) + ( C) (146.60) (1,651.23)

Cash and Cash Equivalents at the beginning of the year

735.52 2,386.75 Cash and Cash Equivalents at the close of the year 588.92 735.52

Note: 1) Cash and Cash Equivalents includes monies lying with Banks on account of unclaimed interest, redemption amount of debentures and dividend not available for immediate use

459.65 544.91

2) The above cash fl ow statement has been prepared under the "Indirect Method" flas set out in the Accounting Standard - 3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India.


V.A. SHAH DirectorGAURAV J. SHAH B. K. PATEL RAGHU PARAKH DirectorHPartnerr Company SecretaryDated : 18-05-2011 Dated : 18-05-2011Place : Ahmedabad Place : Ahmedabad

19

Schedules forming part of the Balance Sheet(Rs. in lacs)

PARTICULARSAs at

31-03-2011As at

31-03-2010

SCHEDULE 1 :

SHARE CAPITAL

AUTHORISED

7,00,00,000 Equity Shares of Rs. 10/- each 7,000.00 7,000.00

ISSUED

4,50,00,011 Equity Shares of Rs. 10/- each 4,500.00 4,500.00

SUBSCRIBED

85,98,395 Equity Shares of Rs. 10/- each 859.84 859.84

PAID UP

85,98,395 Equity Shares of Rs. 10/- each* 859.84 859.84

Total 859.84 859.84

*Note:

1) 7479762 Equity Shares of Rs. 10/- fully paid have been issued pursuant to the Scheme of Amalgamation without payment being received in cash to the Shareholders of Merged Company - Torrent Cables Ltd.

2) 5245606 Equity Shares are held by the holding Company - Torrent Pvt. Ltd.

SCHEDULE 2 :

RESERVES & SURPLUS

SHARE PREMIUM

Balance as per last Balance Sheet 2.82 2.82

GENERAL RESERVE

Balance as per last Balance Sheet 9,571.77 8,871.77Add: Transfer from the Profi t & Loss Accountfifi 400.00 700.00

9,971.77 9,571.77

Balance of Profi t and Loss Accountfi 2,705.34 2,667.69

Total 12,679.93 12,242.28

SCHEDULE 3 :

SECURED LOANS

From Banks:Term Loan [See Schedule 17 Part B Note No. 15 (b)] 891.80 1,046.33Cash Credit Accounts 175.76 -

Total 1,067.56 1,046.33

Notes:

1. Term loan from a Bank is in the form of Suppliers' Line of Credit against hypothecation of Specific Machinery.fifi2. Banks have extended the facility in the form of Cash Credit Accounts. This facility is secured by hypothecation of

stock-in-trade, stores, spares and book debts and further secured by a second charge on fixed assets excluding offifi ce fifibuilding, furniture & fixtures and vehicles.fi


(Rs. in lacs)

PARTICULARSAs at

31-03-2011As at

31-03-2010

SCHEDULE 5 :

INVESTMENTS

LONG TERM (At cost)

UNQUOTED:

350000 Equity Shares of Rs. 10/- each fully paid of AEC Cements & Construction Ltd. 3.50 3.50

Total 3.50 3.50

Note:Units of Mutual Funds Purchased and Sold during the yearBaroda Pioneer Short Term Bond Fund - 5,00,000 Purchase Cost Rs. 50.00 lacsBaroda Pioneer PSU Equity Fund- 1,00,000 Purchase Cost Rs. 10.00 lacs

SCHEDULE 6 :

INVENTORIES

Stores & Spares including Fuel and Loose Tools 17.48 19.20

Packing Materials 33.56 29.02

Raw Materials 2,012.09 1,876.89

Finished Goods 303.43 125.95

Work-in-Process 925.23 747.22

Total 3,291.79 2,798.28

SCHEDULE 4 :

FIXED ASSETS [Rs. in lacs]

PARTICULARS

G R O S S B L O C K D E P R E C I A T I O N NET BLOCK

AS AT01-04-10 Additions Deductions AS AT

31-03-11AS AT31-03-10

For theYear Deductions UPTO

31-03-11AS AT31-03-11

AS AT31-03-10

Land 28.71 - - 28.71 - - - - 28.71 28.71

Building-Factory 2,574.57 7.64 - 2,582.21 674.33 190.60 - 864.93 1,717.28 1,900.24

Building-Others 509.76 - - 509.76 57.22 23.38 - 80.60 429.16 452.54

Plant & Machinery 7,244.42 400.22 118.43 7,526.21 2,889.85 500.93 112.44 3,278.34 4,247.87 4,354.57

Electrical Installation 224.91 17.88 - 242.79 106.05 18.66 - 124.71 118.08 118.86

Furniture, Fixtures &Offi ce Equipmentfi

269.46 19.08 6.77 281.77 144.37 33.82 6.47 171.72 110.05 125.09

Vehicles 42.93 6.89 8.52 41.30 23.34 6.80 8.29 21.85 19.45 19.59

Total as at 31-03-2011 10,894.76 451.71 133.72 11,212.75 3,895.16 774.19 127.20 4,542.15 6,670.60 6,999.60

Total as at 31-03-2010 5,275.83 5,725.04 106.11 10,894.76 3,763.13 231.08 99.06 3,895.16 6,999.60 --

21

(Rs. in lacs)

PARTICULARSAs at

31-03-2011As at

31-03-2010

SCHEDULE 7 :

SUNDRY DEBTORS

(Unsecured, Considered good, unless otherwise stated)

Due over 6 months 413.86 222.07

Others 5,204.70 4,843.05

5,618.56 5,065.12

Less: Provision for doubtful debts 124.97 115.01

Total 5,493.59 4,950.11

Note:

Debts considered doubtful of recovery 124.97 115.01

Other Debts 5,493.59 4,950.11

5,618.56 5,065.12

Other debts includes amount due from companies under the same management

Torrent Power Ltd. 2,108.12 2,076.77

Torrent Pharmaceuticals Ltd. 4.58 0.23

Torrent Energy Ltd. 94.36 686.14

SCHEDULE 8 :

CASH & BANK BALANCES

Cash on hand 9.79 1.31

Balance with Scheduled Banks in:- Current Accounts 164.13 236.71- Fixed Deposit Accounts 415.00 497.50

Total 588.92 735.52

SCHEDULE 9 :

LOANS & ADVANCES

(Unsecured, considered good)

Advances recoverable in cash or in kind or for value to be received 592.02 531.51

Balance with Excise Department 567.66 279.59

Deposits for utilities, registrations, etc. 111.80 111.61

Prepaid Expenses 27.93 12.57

Advance Tax /Tax Deducted at Source 619.55 642.04

Total 1,918.96 1,577.32


(Rs. in lacs)

PARTICULARSAs at

31-03-2011As at

31-03-2010

SCHEDULE 10 :

CURRENT LIABILITIES & PROVISIONS

(A) CURRENT LIABILITIES

Sundry Creditors Micro Enterprises & Small Enterprises 2.89 0.24 Others 1,982.35 1,643.66 Other liabilities 44.57 39.24 Advance against orders 386.17 175.26 Interest accrued but not due on loan 11.28 14.89

Investor Education and Protection Fund: (No amount is due and outstanding for credit to the fund) Unclaimed dividend 32.40 25.20 Unclaimed matured Debentures 418.57 510.25 Unclaimed fractional coupens 8.58 8.72

Total (A) 2,886.81 2,417.46

(B) PROVISIONS

Proposed Dividend 214.96 257.95Provision for Tax on Proposed Dividend 34.87 42.84Provision for Taxation (Net of advance tax) 106.85 137.22Provision for Leave Encashment 66.79 54.76Provision for Gratuity 49.75 60.03

Total (B) 473.22 552.80

Total (A) + (B) 3,360.03 2,970.26

Schedules to Profit & Loss Account(Rs. in lacs)



SCHEDULE 11 :

INCREASE/(DECREASE) IN FINISHED GOODS & WORK IN PROCESS STOCKS

OPENING STOCK

Finished goods 125.95 573.89 Work-in-Process 747.22 569.70

873.17 1,143.59

CLOSING STOCK

Finished goods 303.43 125.95 Work-in-Process 925.23 747.22

1,228.66 873.17

Balance 355.49 (270.42)Add/(Less): Excise duty on stocks [Refer Note 5 of Schedule 17 Part-B] (19.30) 51.14

Increase/(Decrease) in stocks 336.19 (219.28)

23

(Rs. in lacs)Year ended31-03-2011


SCHEDULE 12 :

OTHER INCOME

Cable laying income 435.56 353.00

Interest Income (Gross) :

On Bank Fixed Deposit [TDS Rs. 0.47 lacs (Previous Year Rs. 10.58 lacs)] 39.09 68.98

On Income-tax and Sales-tax refunds 167.29 160.41

Others 4.49 14.59

Rent Income 52.50 52.50

Sales Tax Refund - 3.95

Excess Provision for expenses in earlier years (net) 15.93 -

Income from Investment [Long Term (net)] 1.82 -

Exchange rate difference 21.96 109.81

Miscellaneous Income 10.28 7.47

Total 748.92 770.71

SCHEDULE 13 :

MATERIAL COST & OTHER CONSUMPTION

Raw Materials Consumed[Net of Scrap Sales of Rs. 145.93 lacs (Prev. Year Rs. 95.69 lacs)] 19,555.74 12,740.58

Packing Materials Consumed 1,110.61 582.10

Stores & Spares Consumed 140.37 142.87

Power & Fuel Consumed 563.74 421.87

Purchase of goods traded-in 30.84 56.92

Total 21,401.30 13,944.34

SCHEDULE 14 :

EMPLOYEES' REMUNERATION

Salaries, Wages, Allowances 749.05 655.87

Bonus 20.60 18.58

Contribution to Provident & Other Funds 90.04 91.70

Staff Welfare Expenses 49.07 41.48

Total 908.76 807.63


(Rs. in lacs)

PARTICULARSAs at

31-03-2011As at

31-03-2010SCHEDULE 15 :

OTHER EXPENSES

Cable laying charges 383.58 303.68Repairs & maintenance to : - Building 13.55 62.56 - Plant & Machineries 10.46 25.13

- Others 8.77 5.69Labour Charges 257.96 187.02 Security Expenses 36.02 24.49Laboratory Expenses 13.69 16.87 Rent 8.52 8.65 Rates & Taxes 38.57 38.13 Insurance 15.57 15.55 Travelling & Conveyance 45.82 42.96 Printing & Stationery 13.68 13.82 Computer Expenses 5.96 29.94 Postage Expenses 11.87 14.75Telephone Expenses 13.23 14.06Legal & Professional Charges 48.63 51.40Advertisement Expenses 6.65 3.38 Selling & Distribution expenses 15.54 26.41Freight & Forwarding expenses 406.72 296.51Sales Commision - 10.72Provision for doubtful debts 57.53 -Directors' Fees 1.70 2.20 Miscellaneous Expenses 21.64 36.34Donation 50.00 51.04Loss on Fixed Assets Sold/Discarded (net) 5.17 1.43Short provision for expenses in earlier years - 0.37

Total 1,490.83 1,283.10

SCHEDULE 16 :

INTEREST AND FINANCE CHARGESInterest:On Fixed Loans 27.07 1.78Others 58.44 5.54Finance Charges 120.36 56.91

Total 205.87 64.23SCHEDULE 17:SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

PART - A

SIGNIFICANT ACCOUNTING POLICIES

1. The accounts are maintained on historical cost basis and the current assets, loans & advances are approximately of the value stated, if realised, in the ordinary course of business.

2. The Company follows accrual method of accounting. The accounts are prepared on the going concern basis and in accordance with the accounting principles generally accepted in India and the relevant provisions of the Companies Act, 1956 including the mandatory Accounting Standards notified by the Central Government of India under Section 211(3C) fiof the Companies Act, 1956. Except where otherwise stated, the accounting principles have been consistently applied.

3. Fixed Assets:Fixed assets are capitalised at cost inclusive of expenses and interest wherever applicable and net of cenvat.

Fixed assets acquired in exchange or in part exchange for another asset are recorded at the net book value of the assets given up, adjusted for any balancing payment or receipt of cash or other consideration.

Capital Assets under erection/installation are reflected in the Balance sheet as “Capital Work-in-Progress”.fl

25

4. Borrowing Cost: Borrowing cost specifi cally identififi able to the acquisition of qualifying assets are capitalized. Qualifying asset is one thatfifi

necessarily takes substantial period of time to get ready for its intended use.

Other borrowing cost are charged to the Profit & Loss Account.fi

5. Depreciation: Depreciation on Plant and machinery acquired after 1st April, 1990 is provided on Straight Line Method at the rates and

in the manner prescribed in Schedule XIV of the Companies Act, 1956.

Depreciation on all other assets is provided on Written Down Value Method at the rates and in the manner prescribed in Schedule XIV of the Companies Act, 1956.

6. Investments: Long term investments are stated at cost. Provision for diminution in value of investments is made, if other than

temporary in nature.

7. Inventories: Inventories are valued at lower of cost and net realizable value. Cost is determined on first-in-fififi rst-out (FIFO) basis.fi

The cost of work-in-progress and finished goods is determined on full absorption costing method and comprises of raw fimaterials and other direct costs and related production overheads.

Scrap is valued at net realizable value.

8. Revenue Recognition: Revenue (income) is recognized when no significant uncertainty as to the measurability or collectability exists. Sales arefi

recognized when signifi cant risks and rewards of ownership in the goods are passed on to the customers. Excise duty fiand sales-tax collected on sales are shown by way of deduction from sales.

9. Employee Benefits:fifi Retirement benefi ts to employees comprise of gratuity, superannuation, provident fund, and encashment of leave.fifi

Contributions to the superannuation and provident funds are charged to the profit and loss account as incurred. fi

Gratuity and Leave Encashment liabilities are determined as per Actuarial Valuation done using the Projected Unit Credit Method.

Gratuity scheme in respect of the employees of the Company is administered through Life Insurance Corporation of India (LIC). Annual contributions as determined by LIC are charged to the profit and loss account. The additional fifiliability, if any, arising out of the difference between the actuarial valuation as at the balance sheet date, and the fund balance, is accrued and provided for at the year end.

Liability for employee leave encashment benefi ts, in accordance with the rules of the Company, is provided on the basisfiof actuarial valuation, as at the balance sheet date.

10. Foreign Currency Transactions:i) Income and expenditure in foreign currency is converted into Indian rupees at the rate of exchange prevailing on

the date of transaction.ii) Exchange rate difference is charged to the profit and loss account on fifi nal payment of the liability.fiiii) Unsettled transactions at the close of the year are considered taking into account the exchange rate prevailing at

the year end and difference is charged to the profit and loss account.fiiv) In respect of the items covered by forward contracts, the premium or discount arising at the inception of such a

forward exchange contract is amortised as expense or income over the life of the contract.

11. Research & Development Expenditure: Expenditure on purchase of Fixed Assets for Research and Development purpose are capitalised and depreciation is

charged on such additions as per the accounting policy in respect thereof.

Expenditure of revenue nature are charged to the profit and loss account.fi

12. Taxes on Income:

Current taxation: Provision for current tax is made in accordance with the Income-tax laws prevailing for the relevant assessment years.

Deferred taxation: Deferred tax resulting from “timing differences” between book and taxable profit is accounted for using the tax rates and fifi

laws that have been enacted or substantively enacted as on the balance sheet date. The deferred tax asset is recognizedand carried forward only to the extent that there is a reasonable or virtual certainty, as the case may be that the asset will be realized in future


13. Provisions, Contingent Liabilities and Contingent Assets: Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation

as a result of past events and it is probable that there will be an outflow of resources.flfl

Liabilities which are of contingent nature are not provided but are disclosed at their estimated amount in the notes on accounts.

Contingent assets are neither recognized nor disclosed in the financial statements.fi

PART �B

NOTES ON ACCOUNTS

1. Contingent liabilities not provided for: [Rs. in lacs]

As at31-03-2011

As at31-03-2010

a) Guarantees & Undertakings 1341.02 1212.93b) Outstanding Letters of Credit 850.80 861.39c) Claims against the Company not Acknowledged as debts 31.17 24.03d) Disputed Sales Tax matters for the year 2002-03 & 2003-04 428.75 428.75

2. Estimated amount of contracts (net of advances) remaining to be executed on capital account as on 31-03-2011 Rs. Nil(Previous Year Rs. 276.52 lacs).

3. Employee Defined Benefifi ts:fi

The Company pays Gratuity at the rate of 15 days salary per year of service.

Disclosures as required by AS-15 (Revised 2005) “Employee Benefits” are as under:fifi

[Rs. in lacs]

Gratuity

Year Ended31-03-2011

Year Ended31-03-2010

A Net liability recognised in the Balance Sheet at 31st March, 2011

Present value of funded obligation 110.71 86.78Fair value of plan assets 110.71 86.78Present value of unfunded obligation 49.75 60.03Net liability 49.75 60.03

B Expense recognised in the profit and loss account for the year

Current service cost 13.72 11.61Interest on obligation 12.26 10.78Expected return on plan assets (8.88) (6.95)Net actuarial losses (gains) recognised in the year 0.29 5.25Total included in employee benefi t Expensefifi 17.39 20.69Actual return on Plan assets 18.15 6.65

C Changes in the present value of defined benefit obligation representing reconciliation of opening and closing balances thereof

Opening defined benefifi t obligation fifi 146.81 128.57Service Cost 13.72 11.61Interest Cost 12.26 10.78Actuarial losses /(gains) 9.55 4.95Benefi ts paidfi (21.88) (9.10)Closing defined benefifi t obligationfi 160.46 146.81

27

D Changes in the fair value of plan assets representing reconciliation of opening and closing balances thereof

Opening fair value of plan assets 86.78 67.72

Expected return 8.88 6.95

Actuarial gains / (losses) 9.26 (0.29)

Contributions by Employer 27.67 21.50

Benefi ts paidfifi (21.88) (9.10)

Closing balance of fair value of plan Assets 110.71 86.78

E Major categories of plan assets as A percentage of total plan assets

Qualifying insurance policy with LIC 100% 100%

F Principal actuarial assumptions at the balance sheet date (expressed as weighted averages)

Discount rate 8.35% 8.38%

Expected return on plan assets 9.00% 9.00%

Proportion of employees opting for early retirement - -

Annual increase in salary costs 7.50% 7.50%

I NotesThe estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, flpromotion and other relevant factors, such as supply and demand in employment market.

II Defined Contribution Plans Year ended31-03-2011


Amount recognized as an expense and included in Schedule 14 of Profit & Loss Accountfi 67.72 55.63

III The Defined Benefifi t Obligations which are provided for but not funded are as under:fifiPrivilege Leave Benefitsfi 66.79 54.76

IV Employee Benefits disclosure 31-03-2011 31-03-2010 31-03-2009 30-06-2008

Present value of the defi ned benefififi t obligationfiFair value of the plan assetsDefi cit in the planfifi

160.46110.71 49.75

146.81 86.78 60.03

128.57 67.72 60.84

133.59 74.01 59.58

4. The Profi t and Loss Account includes:fifi [Rs. in lacs]



A. I. Auditors’ Remuneration a) Audit Fees b) Tax Audit Fees c) Other Services d) Out of Pocket Expenses

1.80 0.50 1.65 0.01

2.00 0.85 1.52 0.03

II. Cost Auditor’s Remuneration 0.60 0.60

5. The Excise duty element has been considered as manufacturing expense for the purpose of finished goods valuation.fiThe difference in the excise duty components of opening stock and closing stock has been accounted for in the profit fiand loss account (Refer Schedule - 11).


6. QUANTITATIVE INFORMATION

A) Licensed and installed capacities and production:

Items Unit Licensed Capacity Installed Capacity Production

2010-11 2009-10 2010-11 2009-10 2010-11 2009-10XLPE Cables (H.T.) XLPE Cables (L.T.)PVC Cables

Core KmsCore KmsCore Kms

2000 200021.95(*)

2000 2000

21.95(*)

9900 4800 15000

5766 4800 15000

3738.2 5563.112092.0

3393.9 6085.8 10148.3

(*) million (24 million core yards) on 3 shift basis

Notes: a) The installed capacities are as certified by the Management and is on three shifts working basis and isfisubject to product-mix planned by the Company.

b) The actual production has exceeded the installed capacity in certain cases. This has been possible by usingthe spare capacities of other lines.

c) The licenced capacity of 2000 Core Kms. for XLPE Cables (H.T.) also covers XLPE Cables (L.T.).d) XLPE Cables (H.T.) installed capacity has been increased by expansion. For the year 2009-10 capacity was

available only for one month and accordingly core kilometer installed capacity has been shown above.B) Sales and stocks of each class of goods:

[Rs. in lacs]

Items Unit

Opening Stock Closing Stock Sales

Quantity2010-11[2009-10]

Value 2010-11[2009-10]

Quantity2010-11[2009-10]

Value 2010-11[2009-10]

Quantity2010-11[2009-10]

Value 2010-11[2009-10]

XLPE Cables (H.T)

XLPE Cables (L.T)

PVC Cables

CoreKms

CoreKms

CoreKms

58.3(223.8)

50.1(211.1)

201.3(387.5)

68.54 (441.85)

26.57(72.10)

30.84 (59.94)

73.3 (58.3)

24.7 (50.1)

168.4 (201.3)

268.54(68.54)

9.35 (26.57)

25.54 (30.84)

3723.2 (3559.4)

5588.5(6246.8)

12124.9 (10334.5)

19017.33(12208.56)

5122.79 (3994.39)

3422.47 (2388.95)

125.95(573.89)

303.43 (125.95)

27562.59 (18591.90)

Sales includes Rs. 2.09 lacs (Previous year Rs. 39.84 lacs) on account of internal consumption.

C) Details of goods traded-in :

Particulars

Opening Stock Purchases Sales Closing Stock

2010-11(2009-10)

Qty.

2010-11(2009-10)

Rs. in lacs

2010-11(2009-10)

Qty.

2010-11(2009-10)

Rs. in lacs

2010-11(2009-10)

Qty.

2010-11(2009-10)

Rs. in lacs

2010-11(2009-10)

Qty.

2010-11(2009-10)

Rs. in lacs End Termination, Joints, Slabs, Pipes, Clamps etc. – Nos. Nil

(Nil) Nil

(Nil)67

(22987)30.84(56.92)

67(22987)

41.87(62.26)

Nil (Nil)

Nil (Nil)

D) Raw Materials Consumed:

Year ended 31-03-2011 Year ended 31-03-2010M. Tonnes Rs. in lacs M. Tonnes Rs. in lacs

123456

AluminiumCopperArmouring Wires/StripsPVC Compounds/ChemicalsXLPE CompoundsOthers

6175.9683.7

5111.14576.33182.9

7624.26 2789.83 2286.55 2770.08 2930.48 1154.54

4436.6547.8

3125.1 3379.3 2033.8

4745.85 1878.47 1355.17 1897.102026.16 837.82

Total 19555.74 12740.58

29

E) Consumption Pattern-Raw Materials and Stores & Spares:

Particulars Year ended 31-03-2011 Year ended 31-03-2010Rs. in lacs % age Rs. in lacs % age

(I)

(II)

Raw MaterialsImportedIndigenous

Stores & SparesImportedIndigenous

3219.25 16336.49

16.46 83.54

1793.96 10946.62

14.08 85.92

19555.74 100.00 12740.58 100.00

- 140.37

- 100.00

- 142.87

-100.00

140.37 100.00 142.87 100.007.

[Rs. in lacs]

Year ended 31-03-2011


A) C.I.F. Value of Imports:Raw MaterialsPlant & Machinery

2866.45 209.14

1758.73 444.80

B) Expenditure in Foreign Currency:InterestMachinery Installation FeeOthers

27.07 120.91

0.24

19.45--

C) F.O.B. Value of Exports:Value of Deemed Exports 132.58 188.47

8. The Company is engaged primarily in the business of Cables and related services. The production facility is located atone place and the business is fully concentrated in India. As the basic nature of these activities are governed by the same set of risks and returns, these have been grouped as a single business segment. Accordingly, segment reporting disclosure as envisaged in Accounting Standard (AS-17) “Segment Reporting”, issued by the Institute of Chartered Accountants of India, is not applicable to the Company.

9. Related Party Disclosures as per Accounting Standard 18 – “Related Party Disclosures”:

I) Related Party and their relationshipNames of the related parties pControlling Company Torrent Pvt. Ltd.Enterprises Controlled by the Torrent Power Ltd.Controlling Company Torrent Pharmaceuticals Ltd. Gujarat Lease Financing Ltd. Torrent Financers Torrent Energy Ltd. Torrent Power Services Pvt. Ltd. AEC Cements & Constructions Ltd.

Key Management Personnel Mr. Jagrut Vyas, Director-in-Charge


II) Material transactions with Related Parties: [Rs. in lacs]



1

2

3456

(a) Sales of manufactured goods Torrent Power Ltd. Torrent Pharmaceuticals Ltd Torrent Energy Ltd.

(b) Trading Sales to Torrent Power Ltd. Torrent Energy Ltd.

Cable laying Income from Torrent Power Ltd. Torrent Energy Ltd.Purchases – Job charges from AEC Cements & Constructions Ltd.Lease Rent Income from Torrent Power Ltd.Advance received from Torrent Power Ltd.Advances repaid/adjusted Torrent Power Ltd

10917.26 66.39 989.25

--

180.67 158.08

- 52.50 850.00 599.90

8079.30 86.14 1767.40

8.69 5.25

61.35 253.35 18.23 52.50

- 350.00

III) Outstandings at the close of the year

31-03-2011 31-03-2010a) Receivables from :

Torrent Power Ltd.Torrent Pharmaceuticals Ltd.Torrent Energy Ltd.

2108.12 4.58 94.36

2076.77 0.23 686.14

b) Payable to:Torrent Power Ltd. 385.10 135.00

10. Earnings per share as per Accounting Standard (AS 20) – “Earnings per Share”: Year ended31-03-2011


Net profi t after tax (Rs. in lacs)fifiWeighted Average no. of shares (No.)Basic and Diluted Earnings per share (Rs. )Face value per share (Rs. )

687.48 8598395 7.99 10

1050.07 8598395 12.21 10

11. The break up of net deferred tax asset/liability as at Balance Sheet date, arising on account of timing differences in respect of :

Rs. in lacs] As at 31-03-2011 As at 31-03-2010Deferred Tax

AssetsDeferred Tax

LiabilitiesDeferred Tax

AssetsDeferred Tax

Liabilities

DepreciationProvisions:Excise Duty on Finished Goods StockStaff BonusDoubtful DebtsLeave EncashmentGratuityAmalgamation ExpenseUnabsorbed Losses (restricted to the extent of deferred tax liability on depreciation on accountof virtual certainty)

Net Deferred Tax Asset

10.74 6.57 40.55 21.67 12.36 16.14 307.20

415.23-

415.23

415.23-

4.59 6.15 38.21 18.19 20.39 25.32 147.74

260.59-

260.59

260.59-

31

In the current year, the Company has recognized deferred tax asset of Rs. 307.20 lacs on account of unabsorbed depreciation, restricted to the extent of net deferred tax liability on account of depreciation, as it is virtually certain thatthe reversal of timing differences on account of depreciation would result in sufficient taxable income against which the fifideferred tax assets can be realised.

12. The Company has taken premises on operating lease and lease rent amounting to Rs. 8.52 lacs (previous year Rs. 8.65lacs) has been debited to the profit and loss account.fi

13. Assets given on operating lease:

The Company has provided a building alongwith furnitures, fi xtures and other equipments on lease to a party. Gross ficarrying amount of the building alongwith the furniture, fi xtures and other equipments provided on lease as on 31-03-fi2011 is Rs. 596.96 lacs (as on 31-03-2010, Rs. 595.88 lacs) and accumulated depreciation as on 31-03-2011 is Rs. 134.45lacs (as on 31-03-2010, Rs. 101.38 lacs).

Total depreciation expense recognized in the statement of Profit & Loss Account is Rs. 33.08 lacs (Previous year Rs.fifi36.45 lacs).

The future minimum lease payments receivable under the operating lease are as follows:

i) Not later than one year Rs. 52.50 lacs (Previous year Rs. 52.50 lacs).

ii) Later than one year and not later than five years Rs. Nil (Previous year Rs. Nil).fi

14. The Disclosures required under the Micro, Small & Medium Enterprises Development Act, 2006 are as under :[Rs. in lacs]

31-03-2011 31-03-2010

a)

b)c)

d)e)

The Principal amount unpaid as at year endInterest due thereonThe amount of interest paid during the year beyond the appointed dateThe amount of interest due and payable for the period of delay in makingpayment without adding the interest specified under the ActfiThe amount of interest accrued and remaining unpaid The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are only paid to Small Enterprise, for the purpose of disallowance as a deductible expenditure u/s 23 of the Act.

2.89

-

-

-

-

-

0.24 ---

- -

The above information and that given in Schedule – 10, “Current Liabilities and Provisions” regarding Micro Enterprise and Small Enterprise has been determined on the basis of information available with the Company. This has been reliedupon by the Auditors. No interest has been accrued for delayed payments, if any.

15. Disclosure regarding Foreign Currency Exposure as at 31st March, 2011:

a) Interest payable on loan in the form of Suppliers’ Line of Credit arranged by Axis Bank Ltd. remains as an openexposure Rs. 11.28 lacs. (Previous Year covered through forward contract Rs. 23.93 lacs).

b) Axis Bank Ltd. has arranged a term loan in the form of Suppliers’ Line of Credit. As on 31-03-2011 the outstandingloan Rs. 891.80 lacs remains as an open exposure (Previous Year Rs. 860.28 lacs).

c) Amounts payable to the Suppliers of machinery in Foreign Currency amounting to Rs. 25.77 lacs (Previous YearRs. 177.27 lacs) remains as an open exposure.

16. Previous year’s figures have been regrouped/rearranged wherever necessary.fi

17. The amounts in Balance Sheet and Profit & Loss A/c. are rounded off to the nearest thousand and indicated in lacs of rupees.fi

Signature to Schedules 1 to 17

In terms of our report attached JAGRUT VYAS ROHIT C. MEHTA ChairmanFor C.C. Chokshi & Co., Director-in-Charge PRAFULL ANUBHAI DirectorChartered Accountants V. S. PARIKH Director

V.A. SHAH DirectorGAURAV J. SHAH B. K. PATEL RAGHU PARAKH DirectorHPartnerr Company SecretaryDated : 18-05-2011 Dated : 18-05-2011Place : Ahmedabad Place : Ahmedabad


INFORMATION PURSUANT TO PART IV OF SCHEDULE VI OF THE COMPANIES ACT, 1956

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

1) REGISTRATION DETAILS

Corporate Identity No. U24230GJ1991PLC015279

Balance Sheet Date 31-03-2011

2) CAPITAL RAISED DURING THE YEAR [Amount Rs. in Thousands]

Public Issue NIL Rights Issue NIL

Bonus Issue NIL Private Placement NIL

3) POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS

Total Liabilities 1460732 Total Assets 1460732

SOURCES OF FUNDS

Paid-up Capital 85984 Reserves & Surplus 1267992

Secured Loan 106756 Unsecured Loan 0

APPLICATION OF FUNDS

Net Fixed Assets 667059 Investments 350

Capital work in progress 0 Deferred Tax Asset 0

Net Current Assets 793323

4) PERFORMANCE OF COMPANY

Turnover 2561804 Total Expenditure 2478096

Profi t Before Tax 83708 Profifi t After Tax 68748fi

Earnings Per Share (Rs. ) 7.99 Dividend Rate % 25%

5) GENERIC NAME OF PRINCIPAL PRODUCT OF COMPANY

Product Description Item Code No.

POWER CABLES 85442012

INSULATED CABLES 85442029

JAGRUT VYAS ROHIT C. MEHTA ChairmanDirector-in-Charge PRAFULL ANUBHAI Director

V. S. PARIKH DirectorV.A. SHAH Director

B. K. PATEL RAGHU PARAKH DirectorHCompany Secretary

Dated : 18-05-2011Place : Ahmedabad

TORRENT CABLES LIMITED

TORRENT CABLES LIMITED

PROXY FORM

ADMISSION SLIP

Registered Offi ce : Torrent House, Off. Ashram Road, Ahmedabad - 380 009.

Registered Offi ce : Torrent House, Off. Ashram Road, Ahmedabad - 380 009.PLEASE COMPLETE THIS SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.

No. of Shares held :

DPID** :

CLIENT ID :

FOLIO NO. :

I/We _______________________________________________ of ___________________________________________________ in the district of

___________________________________________ being a member / members of TORRENT CABLES LIMITED hereby appoint Shri/Smt.

_________________________________________________________________________ of ______________________________ in the district of

____________________________________________ or failing him Shri/Smt. _____________________________________________________ of

________________________________________________ in the district of ____________________________________ or failing him Shri/Smt.

_______________________________________________ of ____________________ in the district of __________________________________

as my/our Proxy to vote for me/us and on my/our behalf at the 20th Annual General Meeting of the Company to be held on Wednesday, 27th July, 2011 at 10.00 A.M. at ATMA Hall, Ahmedabad Textiles Mills’ Association, Opp. La Gajjar Chambers, Ashram Road, Ahmedabad - 380 009 and any adjournment thereof:

Signed this _______________ day of ___________ 2011

** Applicable to the members whose shares are held in dematerialised form.

Name ___________________________________________________________________

N.B. : The Proxy Form should be deposited at the Registered Offi ce of the Company not less than 48 hours before the commencement of the Meeting. The Proxy need not be a Member of the Company.

NAME & ADDRESS OF THE MEMBER

____________________________________Name of the Shareholder/Proxy*

_____________________________________Signature of the Shareholder/Proxy*

* Strike our whichever is not applicable.

** Applicable to the members whose shares are held in dematerialised form.

Address __________________________________________________________________

I hereby record my presence at the Twentieth Annual General Meeting of the Company, being held on Wednesday, 27th July, 2011 at 10.00 A.M. at ATMA Hall, Ahmedabad Textiles Mills’ Association, Opp. La Gajjar Chambers, Ashram Road, Ahmedabad - 380 009 and any adjournment thereof:

_________________________________________________________________________

Affi x15 PaiseRevenueStamp

DPID** :

CLIENT ID :

FOLIO NO. : No. of Shares held :

If undelivered, please return to :

Torrent Cables Ltd.

Torrent House, Off Ashram Road, Ahmedabad - 380 009.

torrent cables ltd....torrent cables ltd. 2 6) all the documents referred to in the notice and...

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