Directors Report of MP Telelinks Ltd.

Mar 31, 2009

The Directors are pleased to present the Fifteenth Annual Report, together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2009

FINANCIAL RESULTS

(Rs. in lac)

Year Ended Year Ended Particulars 31.03.2009 31.03.2008

Gross Sales 1439.56 3537.33

Net Sales 1234.96 2993.53

Other Income 1.49 3.94

Total Expenditure 1360.23 3420.38

Operating Profit/(Loss) before Interest, Depreciation and Tax (123.78) (422.91)

Interest Received/(Paid) (255.38) (66.99)

Gross Profit/(Loss) after Interest but before Depreciation and Tax (379.16) (489.90)

Depreciation (126.50) (130.54)

Profit/(Loss) Before Tax (505.66) (620.44)

Provision for Tax/FBT (0.70) (0.97)

Profit/(Loss) After Tax (506.36) (621.41)

Balance brought forward from previous year (1464.53) (843.12)

Balance carried to Balance Sheet (1970.89) (1464.53)

Year in retrospect

Your Directors regretfully place on record that the financial statement for the year 2008-09 reflect significant decline in the sates as compared to the last year and the bottomline reveal continuous losses due to non-utilisation of plant capacity.The Company had to discontinue the manufacture of PIJF Cables, in view of its low demand and unrealistic prices, consequent to cut throat competition on account of excess capacity amongst the cable players. It could be evidenced from the financial statements, that the Company is incurring continuous losses during the last 5-6 years and in turn, the Company is facing severe financial difficulties and not able to fulfill the payment of statutory dues viz. commercial tax on time. The Company is seriously pursuing the company bankers for higher limits of working capital facilities. On the other hand, the promoters too are having plans to infuse additional long term funds to meet out the financial obligations that may arise in the near future.The Audited Balance Sheet of the Company for the financial year shows that its accumulated losses as at the end of the financial year have exceeded . its net worth as at the same date. The Board of the

Company shall consider the said fact along with applicability of, and compliance required with the provisions of Sick Industrial Companies (Special Provision) Act, 1985 at its next meeting.

The Company has been laying emphasis on the products viz. Quad Cables and Power Cables. Although, the Company could procure orders in the past, of smaller quantities from the Railways for Quad Cables, the encouraging factors that revealed recently, indicate that the Companys status as far as eligibility to procure big orders are concerned, have been upgraded by the Indian Railways and hence, in the ensuing year, the Company is optimistic that orders for large quantity could flow in, from the Railways. The demand of the Railways for this product is high due to overall expansion of the railway network across the country and hence, with the flow of valued orders, the topline is expected to scale up in the next year. Similarly, in the Power Cables, the silver lining is that the Company had got the approval for its status to manufacture high voltage cables in the range of 33 KV and with this recognition in the background, the Company would strive in the next year to procure value added orders for Power Cables, thereby contributing to the topline growth to a level of Rs.30-35 Crore.

Dividend

Your Directors do not recommend dividend for the year 2008-09 in view of continuous losses.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate conditions of Corporate Governance are made part of the Annual Report.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act,1956, your Directors report as under:

(i) the applicable Accounting Standards as specified by the Institute of Chartered Accountants of India have been followed in the preparation of the Annual Accounts for the year ended 31st March 2009;

(ii) that the Company has selected such Accounting policies and applied them consistently (read with Notes) and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2009 and of the loss for the year ended 31st March, 2009;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

Directors

Shri K.M. Gupta, retires by rotation at this Annual General Meeting and is eligible for re-appointment

Shri Prabodh Mahajan, retires by rotation at this Annual General Meeting and is eligible for re-appointment.

Auditors

M/s V. Bapna & Co. Chartered Accountants. Auditors of the Company retires at the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment.The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

STATUTORY INFORMATION

Information on Conservation of Energy, Technology Absorption, Foreign, Exchange, Earning and Outgo required to be disclosed under Section 217 (I) (e) of the

Companies Act, 1956 is annexed hereto and forms a part of the Directors Report.

PERSONNEL

The Board of Directors wish to express its appreciation to all the employees of the Company for their continued contribution to the operations of the Company during the year despite adverse conditions. Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) Rules 1975 as amended, are not given, as none of the employees qualify for such disclosure.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record its gratitude for the continued support from its bankers and other Govt. Departments.Your Directors are also grateful to members for the confidence reposed in the Company and acknowledge their contribution.

On Behalf of the Board

KASHIRAM GUPTA Chairman

Gwalior April 16, 2009