Our Company was incorporated as Rishabhdev Technocable Limited on November 24, 1994 under the Companies Act, 1956 with its registered office at 9, R.N.P House, Azad Road, Gundavli, Andheri (East), Mumbai- 400069, under the guidance and supervision of Shri Bhanwar Lal Golchha, Shri Sunil Golchha and Shri Kamal Chand Golchha being the Promoters of our Company. The main business of our Company, at the time of incorporation, was trading in various types of cables namely electrical cables, instrumentation cables, process control cables and specialty custom made wires and cables. In June 1997, our Company made an initial public offering of its shares and was listed on the Pune Stock Exchange Limited ("PSE") and the Jaipur Stock Exchange Limited ("JSE"). Our Company received Rs. 262.57 lacs after the completion of the IPO in the FY 1997-98. However, by the time the IPO was completed, the Indian economy had slowed down and also due to lack of business opportunities, our Company was unable to set-up the manufacturing facility as contemplated. Therefore, during Financial Year 2001-02, our Company sold some of its Fixed Assets (Capital Work in Progress) for a consideration of Rs. 80.32 lacs and utilized Rs 37.53 lacs towards of acquisition of shares in Komet Wire Industries Private Limited ("KWIPL"), which was engaged in manufacturing of cables, thus giving us a foothold in manufacturing. On July 25, 2002 our Company acquired 27,500 equity shares of Komet Wire Industries Private Limited, (aggregating to 55% of paid up equity share capital thereof) having its manufacturing facilities at 731/1, 730/1 and 730/4 Vapi Daman Road, Village Dabhel, Daman 396215 ("Unit I") Daman.. Our Company acquired further 4970 shares of KWIPL as a fresh allotment on March 31, 2003, by which the shareholding our Company in KWIPL increased to 64.94%. The above mentioned shares were acquired at following consideration by our Company - Particulars No. of Shares Amount Total Consideration (Face Value of Per Share (Rs.) (Rs. In Lacs) Rs. 100 each) Investment for acquiring shares from shareholders of Komet Wire Industries Private Ltd. 27,500 118.40 32.56 Investment for Fresh Issue (allotment) from KWIPL 4,970 100 4.97 Total 32,470 37.53 RTCL had acquired 27500 shares from the shareholders of KWIPL at a price of Rs. 118.40 amounting to a total consideration of Rs. 32.56 lacs aggregating to 55% stake in KWIPL. A premium of Rs. 18.40 per share determined by mutual consent of the acquiring company (RTCL) and the transferring shareholders of KWIPL was paid for acquiring a controlling stake in KWIPL. Thus, there was no independent valuer appointed to conduct the valuation. Subsequently on March 31, 2003 a fresh allotment of 4970 shares were done by KWIPL to RTCL at a consideration of Rs. 100 per share (being face value of share). Out of remaining 17,530 shares of KWIPL, 11,030 were jointly held by our Company along with our Promoter Mr.Sunil Golchha and balance 6500 equity shares of KWIPL were held jointly by our Company along with Mr.Kamal Golchha. On August 31, 2005 these 17530 shares which were jointly held by our Company and the Promoters were transferred by the Promoters by way of gift to our Company. Thus, KWIPL became a wholly owned subsidiary of our Company. By an order dated October 7, 2005 passed by the Hon'ble Bombay High Court the scheme of amalgamation between our Company and KWIPL was approved w.e.f. April 1, 2004. Our Company commenced its independent manufacturing activities towards the end of March 2004 with a small set-up in a portion of the factory premises owned by KWIPL. However, simultaneously with the commencement of the said manufacturing facilities a plan for amalagamation of KWIPL with our Company was under consideration. Therefore, the manufacturing activities of our Company were continued to be carried on with the small set-up aforesaid. With a view to ensuring smooth functioning of the two companies, KWIPL was amalgamated with our Company with effect from April 1, 2004 pursuant to an order dated October 7, 2005 passed by the Hon'ble High Court of Bombay. The amalgamation was carried out under the "Poolling of Interest" method as specified in the Scheme of Amalgamation. Assets & Liabilities of Komet Wire Industries Private Limited were transferred in the books of Rishabhdev Technocable Limited at their book value. Komet Wire Industries Private Limited was wholly owned subsidiary of Rishabhdev Technocable Limited, therefore, on amalgamation no shares of Rishabhdev Technocable Limited were issued and also there was no need for carrying out valuations, determining swap ratios and further issuing / allotting shares. The share capital of Komet Wire Industries Private Limited was cancelled i.e. set off against the investments in the shares of KWIPL in the books of our Company. With an intention to expand our manufacturing base, we purchased property bearing Survey No. 728/1 admeasuring approximately 600 square meters situate at Village Dabhel, Nani Daman, Daman in the year 2006, to set-up a state of art unit ("Unit II") for manufacturing of control cables. We have commenced the construction work of the Unit II and the same shall be completed in the month of December, 2008. RTCL acquired 27500 shares from the shareholders of KWIPL at a price of Rs. 118.40 amounting to a total consideration of Rs. 32.56 lacs aggregating to 55% stake in KWIPL. A premium of Rs. 18.40 per share determined by mutual consent of the acquiring company (RTCL) and the transferring shareholders of KWIPL was paid for acquiring a controlling stake in KWIPL. Thus, there was no independent valuer appointed to conduct the valuation. Our Company proposes to set-up another unit at Silvassa (Unit III) for manufacturing of Power cables. Our Company has entered into a Memorandum of Understanding dated June 27, 2008 with M/s Haveli Enterprises for the purpose of acquiring approx. 48,000 square meters of land at Silvassa. Over the years, we have expanded our product range and have added variety of cables like Industrial Control cables, Hi-Tech data cables, Process control instrument signal cables, Thermocouple extension and Compensating cables, Computer application, Hi- Bit rate networking cables, Digital data communication cables, Specialty cables and Customized cables. With the objective of moving up the value chain we identified new opportunities and are now diversifying into Electrical Low Voltage Power cables on a major level. Pursuant to this objective we initiated a modernization cum expansion program in April, 2007. On February 15, 2008, the registered office of our Company was shifted to Unit No. 53, 1st Floor, Jagat Satguru Industrial Estate, Vishveshwar Nagar Road, Goregaon (East), Mumbai - 400063. Major events in the History of Our Company Sr. No. Major Events Year 1. Incorporated as a Public Limited Company and commenced the business of trading in cables 1994 2. Initial public offering of shares. 1997 3. Acquisition of Komet Wire Industries Private Limited. 2002 4. Commencement of manufacturing activities 2004 5. Amalgamation of Komet Wire Industries Private Limited with our Company. 2005 6. Receipt of ISO 9001:2000 2006 7. Acquired Land for setting up Unit II 2006 8. Change in registered office of our Company Office No.9, R.N.P House, Azad Road, Gondavali, Andheri (East), Mumbai- 400069 to Unit No. 53, 1st Floor, Jagat Satguru Industrial Estate, Vishveshwar Nagar Road, Goregaon (East), Mumbai - 400 063 2008 9. Memorandum of Understanding for acquisition of land to set up Unit III. 2008 2011 -The company changed its Registered office 405, Skylark Building,Nehru Place,New Delhi - 110019.