TO THE SHAREHOLDERS
The Board of Directors has the pleasure of presenting its Thirty First Annual Report of
the business and operations of your Company, together with the Audited Financial
Statements of the Company for the financial year ended March 31,2023.
SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANY'S AFFAIRS
Description |
Standalone |
Consolidated* |
|
2022-23 |
2021-22 |
2022-23 |
Revenue from Operations |
79219.75 |
53544.73 |
79219.75 |
Other Income |
451.40 |
269.50 |
451.40 |
Earnings before Finance Costs, Depreciation and Tax |
6806.07 |
4615.42 |
6751.40 |
Finance Costs |
1291.23 |
615.73 |
1291.23 |
Profit before Depreciation and Tax |
5514.84 |
3999.69 |
5460.17 |
Depreciation and Amortization |
1063.41 |
1076.17 |
1063.41 |
Profit before Tax |
4451.53 |
2923.52 |
4396.76 |
Tax Expenses |
1102.77 |
749.81 |
1102.77 |
Net Profit for the year |
3348.66 |
2173.71 |
3293.99 |
* The Consolidated Financial Statements of the Company have been made after
incorporating the Audited Financial Results of Birla Cable Infra solution DMCC, a Wholly
Owned Subsidiary of the Company, in which the Company has made investment in Equity Shares
of Rs` 139.84 lakhs during the year ended March 31, 2023. The Consolidated Financial
Statements for the year ended March 31,2023 have been prepared for the first time and
hence the comparative previous year figures have not been given. The financial statements
for the financial year ended March 31,2023 have been prepared in accordance with Ind AS in
terms of the provisions of Section 133 of the Companies Act, 2013 read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended from time to time.
GENERAL & CORPORATE MATTERS
During the year under review, your Company achieved Revenue from operations of Rs`
79219.75 lakhs as compared to Rs` 53544.73 lakhs in the previous
year(increaseofabout47.95%).The robust increase in the order flow is mainly due to
enhanced off-take by the domestic players and also persistent demand from the export
market. The Profit before Depreciation and Tax for the year stood at Rs` 5514.84 lakhs as
compared Rs` 3999.69 lakhs in the previous year. This enhanced performance is made
possible due to better product mix with a special focus on optimum yield and by way of
full utilization of the available capacity of all product streams during the year 2022-23.
During 2022,the total world optical fibre cable consumption grew by 5.9%year on year,
reaching 534.9 Cable industry quite successfully weathered the challenges such as preform
and fibre supply tightness, helium gas shortages ,high raw material costs, labour
shortages after the Covid pandemic. The situation was compounded by another wave of Covid
cases in China during late 2022 and early 2023. North America grew in a fastest possible
manner with the growth rate of 11.7% year on year
At country level, India remains the largest market in the Asia Region excluding China
accounting for 28% of total regional cable 2023 or by yearly 2024, which should propel the
cable industry with proper capacity utilization. Other private telecom operators are
expected to roll-out their expansion programs in the wake of focused offerings in 5G
mobile communication technology coupled with Fibre-To-The-Home network expansion projects.
Export of optical fibre cables from India has witnessed great growth and this trend is
expected to further improvein 2023 and in the coming years, as Indian cable manufacturing
companies are playing fiberisation of networks for overseas telecom major role in
the players. Overall, this should well for the optical fibre cable manufacturing industry.
CAPITAL EXPENDITURE
During the year under review, the Company continued its focus on judicious capital
allocation and incurred capital expenditure aggregating to Rs` 2324.22 lakhs, consisting
of addition to
(a) Plant & Equipment of Rs` 2191.45 lakhs; and
(b) Other Fixed Assets of `Rs 133.77 lakhs for further capacity expansion/augmentation.
DIVIDEND
After considering the Company's profitability, free cashflow, overall financial
performance and other parameters, the Board of Directors of your Company is pleased to
recommend a Dividend of `Rs 2.50/- (previous year Rs` 1.50/-) per equity share of face
value Rs` 10/- each (i.e.25%)for the financial year ended on March31,2023.The payment of
Dividend shall be subject to deduction of Tax at source as per the prescribed rate under
Income Tax Act, 1961 and relevant rules framed there under. The distribution of Dividend
on equity shares, if approved by the Members at the ensuing Annual General Meeting, will
result in pay out of Rs` 750.00 lakhs. No amount has been transferred to the General
Reserve for the financial year2022-23.
UNPAID DIVIDEND
The disclosure relating to year wise amount of unpaid/unclaimed dividend lying in
Unpaid Dividend account and the corresponding equity shares which a reliable to be
transferred to the Investor Education and Protection Fund(IEPF) during the current
financial year and the due date of such transfer is provided in the Corporate Governance
Report which forms part of the Annual Report.
SHARE CAPITAL
The paid-up Equity Share Capital of the Company as at March 31, 2023 stood at ` 3000.00
lakhs. During the year under review, the Company has neither issued shares with
differential rights as to dividend, voting or otherwise nor has granted stock options or
sweat equity under any scheme. Further, none of the Directors of the Company holds
investments convertible into equity shares of the Company as on March 31, 2023.
During the Financial Year 2022-23,the Company has not issued, changed, reclassified or
sub-divided converted or reduced any Equity Shares/Convertible Securities/ Warrants/ Sweat
Equity Shares/Employee Stock Options and there is no change in voting rights and buy back
of shares.
DEPOSITS/FINANCE
During the year under review, your Company has not accepted any public deposits within
the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal or
interest on public deposits was outstanding as on the date of the Balance Sheet.
Your Company continued to optimise bank borrowings by focusing on cashflows and working
capital management. The Company's financial discipline and prudence is reflected in the
reasonable
CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) read with Para C of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time
("Listing Obligations"), the Management Discussion & Analysis, Report on
Corporate Governance and a certification by the Chief Executive Officer(CEO)confirming
compliance by all the Board Members and Senior Management Personnel with Company's Code of
Conduct and Auditors' Certificate regarding compliance of conditions of Corporate
Governance are made a part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As a part of its initiative under Corporate Social Responsibility(CSR),your Company has
under taken CSR activities, projects and programmes broadly in accordance with Schedule
VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 and CSR Annual Action Plan 2022-23 read with the Company's CSR Policy.
The CSR activities as
detailedinNoteNo.41offinancialstatementshavebeencarriedoutinandaroundthelocalareaswheretheCompanyoperatesand
nearby localities.
The Annual Report on CSR activities as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is given in Annexure-I which is attached hereto
and forms a part of the Directors' Report. The Corporate Social Responsibility Policy of
the Company is available on the website of the Company i.e.
https://www.birlacable.com/Policies/CSR.pdf.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
(a) that in the preparation of the annual financial statements for the year ended March
31,2023, the applicable accounting standards read with requirements set out under Schedule
III to the Companies Act, 2013, have been followed and there are no material departures
from the same;
(b) that such accounting policies as mentioned in Notes to the Financial Statements
have been selected and applied consistently and judgement and estimates have been made
that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31,2023 and of the profit of the Company for the year ended on
that date;
(c) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) that the annual financial statements have been prepared on a going concern basis;
(e) that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively; and
(f) that proper systems to ensure compliance with the provisions of all applicable laws
were in place and that such systems were adequate and operating effectively.
RISK MANAGEMENT AND ADEQUACY OF INTERNAL CONTROL SYSTEMS
Your Company's system of financial and compliance controls with reference to the
financial statements and risk management is embedded in the business that are set through
the governance process, risks to those objectives and services and effectiveness of risk
mitigation and controls besides inherent risks associated with the products/goods and
services dealt with by the Company. Your Company's approach to address business risks and
compliance functions is comprehensive across the business and includes periodic review of
such risks and a framework for mitigating and reporting mechanism of such risks. In the
opinion of the Board of Directors, there are no material risks, which may threaten the
existence of the Company.
The Company has laid down the policies and procedures for internal financial of its
business, in order to achieve the strategic, operational and other objectives over a long
period and that its exposure to risks are within acceptable limits. In addition, the
policies and procedures have been designed with an intent to ensure safeguarding of
Company's assets, the prevention and detection of frauds and errors, the accuracy in
completeness of the accounting records and the timely preparation of reliable financial
information.
The management is committed to ensure effective internal financial controls
environment, which provides assurance on the efficiency of Company's business operations
coupled with adherence to its established policies, safety/security of its assets besides
orderly and legitimate conduct of business in the circumstances, which may reasonably
before seen. The Company has defined organisation structure, authority levels, delegated
powers, internal procedures, rules and guidelines for conducting business transactions.
The Company's system and process relating to internal controls and procedures for
financial reporting have been designed to provide reasonable assurance regarding the
reliability of financial statements for external purposes reporting and the
preparation of in accordance with the Companies Act, 2013, Companies (Indian Accounting
Standards) Rules, 2015 and other relevant provisions of the Act and rules made there under
and all other applicable regulatory/statutory guidelines, etc. for disclosures with
reference to financial statements.
Your Company's internal control systems are supplemented by an extensive program of
internal audit by an independent firm of Chartered Accountants. Internal audits are
conducted at regular intervals and a summary of the observations and recommendations of
such audits are placed before the Audit Committee. The Internal Auditors as well as the
Audit Committee conduct an evaluation of the adequacy and effectiveness of the system of
internal financial controls system on an ongoing basis.
The Board has also implemented systems to ensure compliance of all applicable laws to
the Company which were effective and operative. At quarterly intervals, the Company
Secretary & Compliance Officer places before the Board a certificate along with a
detailed statement certifying compliance of various laws and regulations as applicable to
the business and operations of the Company after obtaining for compliance of such
applicable laws and regulations. The Company Secretary is responsible for compliance of
corporate laws including the Companies Act, 2013, SEBI Act and rules/guidelines, other
corporate laws/rules and regulations and Listing Regulations including any statutory
amendment(s), modification(s)or enactment(s) thereto to the extent apply and extend to the
Company.
INDUSTRIAL RELATIONS, SAFETY AND SUSTAINABILITY
Industrial relations remained cordial throughout the year. Your Directors recognize and
appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all
the employees in the uninterrupted journey of satisfactory financial performance of the
Company.
The Board would also like to place on record its appreciation for dedicated and
exemplary services rendered by employees at all levels in the prevailing challenging times
in ensuring safe and reliable operations throughout the year. The Company's management
stands stoically with all employees and their families, committed to their safety,
security and well-being during the pandemic and has put in place all appropriate measures
to this effect. Further, the Company is proactively reskilling and upselling its employees
at all levels to remain competitive, adapt to changes in market and to respond to new
business opportunities resulting from rapid pace of technological changes. The Company has
also built a culture of openness where employee engagement is encouraged in
problem-solving process at each level.
Your Company continues to accord a very high priority to both industrial safety and
environmental protection and these are ongoing process at the Company's plant and
facilities to maintain high awareness levels. Your Company is conscious of the importance
of environmentally clean and safe operations so as to ensure safety of all concerned and
compliance of applicable environmental regulations and to this end working continuously
towards reduction in waste for disposal. The Company as a policy re-evaluates safety
standards and practices from time to time in order to raise the bar of safety standards
for its people as well as users and customers. The Company embraces sustainability goals
in a much bigger way. The employees at all levels are deeply involved in driving
sustainable community initiatives in health, hygiene, sanitation and waste management
there by simultaneously fostering increased job satisfaction and motivation amongst
employees.
RECOGNITION
The Company's manufacturing facilities continue to remain certified by independent and
reputed external agency as being compliant as well as aligned with the external standards
for Quality Management System as per ISO 9001:2015 & TL9000 R6.3/R.5.7(H),
Environmental Management System as per ISO 14001:2015 , Occupational Health and Safety
Management System as per ISO 45001:2018, Business Continuity Management System as per ISO
22301:2019 and Information Security Management System
asperISO/IEC27001:2013StandardsforDesign,developmentandmanufactureoffibrecables,ribbontype
optical fibre cables, polyethylene insulated jelly filled telecommunication cables,
copper communication cables, insulated wire & cables, electric conductors, copper
cable assemblies and supply of accessories for optical fibre cables & copper cables.
During the year, the audits for these Certifications established continuous improvement in
performance against these standards.
DIRECTORS
Shri R.C. Tapuriah, Non-Executive Independent Director of the Company left for heavenly
abode on September 14, 2022. The Board of Directors expresses with utmost grief its
heartfelt condolences on the sudden and untimely sad demise of Shri R.C. Tapuriah, who
will always be remembered for his endearing and noticeable qualities of modesty and
simplicity for someone of his stature and bearings. During the year under review, Shri B.R
Nahar (DIN: 00049895) has been appointed as a Non-Executive Non-Independent Director of
the Company, liable to retire by rotation w.e.f. October 31,2022 by way of an Ordinary
Resolution passed by the members of the Company through Postal Ballot on December 22,
2022.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Company's Articles of Association, Shri Harsh V. Lodha (DIN: 00394094), Director shall
retire by rotation at the ensuing Annual General Meeting and being eligible, has offered
himself for re-appointment as a Director of the Company. The Board recommends his
re-appointment for the consideration of the members of the Company at the ensuing Annual
General Meeting. As required under the Regulation 36(3) of the Listing Regulations and
relevant provisions of the Secretarial Standard on the General Meeting (SS-2), the brief
resume and other details of Shri Harsh V. Lodha is given as the Annexure to the Notice of
the ensuing Annual General Meeting which is being sent to the shareholders along with the
Annual Report.
KEY MANAGERIAL PERSONNEL
Shri R. Sridharan, Manager and Chief Executive Officer (CEO) and Shri Somesh Laddha,
General Manager(Accounts) & Company Secretary continue to be the Key Managerial
Personnel's (KMPs) of the Company throughout during the year under review. Shri Shalendra
Kumar Thakur resigned from the post of Chief Financial Officer (CFO)of the Company with
effect from close of Business hours of January 31, 2023.Shri Somesh Laddha has stepped
down from the position of Company Secretary of the Company with effect from the close of
Business hours of May 2,2023 and has been appointed as the Chief Financial Officer(CFO) of
the Company with effect from May3,2023.Shri Nitin Arora has been appointed as the Company
Secretary of the Company with effect from May 3, 2023.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of your Company viz. Dr. Aravind Srinivasan, Shri Arun
Kishore, Shri K. Raghuraman and Smt. Archana Capoor have severally given a declaration
pursuant to Section 149(7) of the Companies Act, 2013 that they meet the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 and that they
are registered in the data bank of Indian Institute of Corporate Affairs for life time as
per Section 150 of the Companies Act, 2013 and rules framed there under. They have of the
Listing Regulations as amended. The Independent Directors have individually confirmed that
they are not aware of any circumstances or situation, which exist or maybe reasonably
anticipated, that could impair or impact the irability to discharge their duties with an
objective independent judgment and without any external influence. Based on the
declarations and confirmations of the Independent Directors and after the veracity of the
same, the Board of Directors recorded their opinion that all the Independent Directors are
independent of the Management and have fulfilled all specified under the conditions
as governing provisions of the Companies Act,2013 and the Listing Regulations.
MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES
During the year under review, the Board met five(5)times viz. on April28,2022,
May24,2022, August10,2022, October31,2022 and February 9, 2023.
As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013,
and the rules framed there under, the composition and meetings of the Audit Committee were
in line with the provisions of the Companies Act, 2013 and the Listing Regulations,
details of which alongwith composition, number of meetings of all other Board Committees
held during the year under review and attendance at the meetings are provided in the
Report on Corporate Governance, forming a part of the Annual Report. During the year under
review, all the recommendations of the Audit Committee were accepted by the Board of
Directors.
PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
Pursuant to the Provisions of the Companies Act, 2013 and Listing Regulations and the
Guidance Note on Board Evaluation issued by SEBI, the Board of Directors of the Company
carried out the annual evaluation of its own performance and that of its Committees and
individual Directors, interalia, to assess the skill set and contribution that are desired
recognising that competencies and experiences evolves over time. The manner in which
annual evaluation has been carried out by the Board of Directors is given in the Report on
Corporate Governance which forms a part of the Annual Report. During the process of
evaluation, the Board of Directors also considered the criteria for evaluation of
performance of Independent Directors and the Board of Directors formulated by the
Nomination and Remuneration Committee. The Independent Directors carried out the annual
performance evaluation of the Chairman (taking into account the views of non-executive
directors), the Non-Independent Directors and the Board as a whole, and the same was also
reviewed and deliberated by the Board of Directors. The performance evaluation of
independent directors was carried out by the entire
Board of Directors, excluding the directors being evaluated. In conclusion, the Board
of Directors was satisfied with the performance and functioning of the Board, its
Committees and individual members.
SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Board of Directors in consonance with the recommendation of Nomination and
Remuneration Committee (NRC) has adopted a terms of reference which, interalia, deals with
the criteria for identification of members of the Board of Directors and
selection/appointment of the Key Managerial Personnel/Senior Management Personnel of the
Company. The NRC recommends appointment of Director/appointment or re-appointment of
Manager & CEO based on their qualifications, expertise, positive attributes and
independence/professional expertise in accordance with prescribed provisions of the
Companies Act, 2013 governing rules framed there under and Listing Regulations. The NRC,
in addition to ensuring diversity of race and gender, also considers the impact the
appointee would have on Board's balance of professional experience, background,
viewpoints, skills and areas of expertise.
The Board of Directors in consonance with the recommendation of Nomination and
Remuneration Committee has also adopted the Remuneration Policy for the Directors, Key
Managerial Personnel and Senior Managerial Personnel. In consonance with the
recommendation of the Nomination and Remuneration Committee, the Board of Directors in its
meeting held on May 2, 2023, accorded the approval to the amended Remuneration Policy to
widen the level of employees covered under "Senior Management of the Company" in
consonance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2023. The guiding principles of the Remuneration Policy are stated in the
Report on Corporate Governance which forms part of the Annual Report. The Remuneration
Policy is uploaded on the website of the Company and the weblink of the same is
https://www.birlacable.com/Policies/Remuneration.pdf.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company
has implemented a Vigil Mechanism Policy/ Whistle Blower Policy to deal with instances of
fraud and mis-management, if any, and conducting business with integrity, including in
accordance with all applicable laws and regulations. No employee has been denied access to
the Vigilance Officer as well as Chairman of the Audit Committee. The details of the Vigil
Mechanism and Whistle-Blower Policy are explained in the Report on Corporate Governance
and also posted on the website of the Company.
MAINTENANCE OF COST RECORDS
The requirement of maintenance of cost records as specified by the Central Government
under sub-section(1)ofsection148of the Companies Act, 2013, and have the audit of its cost
records conducted by a Cost Accountant, is applicable in respect of certain specified
products of the Company and accordingly such accounts and records are made and maintained
by the Company.
AUDITORS
In terms of the provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 as amended vide the Companies (Amendment) Act,
2017 and the Companies (Audit and Auditors) Amendment Rules, 2018 respectively, Messrs V.
Sankar Aiyar & Co., Chartered Accountants (Firm Registration No.109208W) were
appointed as Statutory Auditors of the Company to hold office for a term of five(5)years
until the conclusion of the 35 th Annual General Meeting of the Company to be
heldforthefinancialyear2026-27.TheAuditorshaveconfirmedtotheCompany that as the Auditors
and are not as Statutory Auditors under the Companies Act, 2013, the Chartered Accountants
Act, 1949 and the rules and regulations framed there under.
The Board of Directors, on the recommendation of the Audit Committee, has re-appointed
Messrs D. Sabyasachi & Co., Cost Accountants (Registration No. 000369), as the Cost
Auditors for conducting the audit of the cost records maintained by the Company in respect
of certain specified products of the Company covered under the Companies(Cost cable
specified products covered under the Companies(Cost Records and
Audit)Rules,2014pertainingtothefinancial by the Company on August 29, 2022.
AUDITORS' REPORT
The Auditors' Report on the financial statements of the Company forms apart of the
Annual Report adverse remark, disclaimer or modified opinion in the Auditors' Report,
which calls for any further comments or explanations .Further, during the year under
review, the Auditors have not reported any matter under Section 143(12) of the Companies
Act, 2013, therefore, no detail is required to be disclosed in pursuance to Section
134(3)(ca) of the Companies Act, 2013.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Messrs R.K. Mishra
& Associates, Practising Company Secretaries were appointed to undertake the
Secretarial Audit of the Company for the year ended March 31, 2023. The Report of the
Secretarial Auditor is given in the prescribed form in Annexure-II, which is
attached hereto and forms a part of the Directors' Report.No qualification or observation
other remarks or disclaimer have been made by Messrs R.K. Mishra & Associates in the
Secretarial Audit Report which calls for any comments or explanations.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has proper system in place to ensure compliance with the provisions of
applicable Secretarial Standards. During the year under review, your Company has complied
with applicable provisions of Secretarial Standard on Meetings of the Board of Directors
(SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of
Company Secretaries of India.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into by the Company during the
financial year under review were generally on arms' length basis and in the ordinary
course of business. The disclosure of related party transactions as required under Section
134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 in prescribed Form AOC-2 is given in Annexure-III, which is attached here to
and forms a part of the Directors' Report. There are no material significant related party
transactions entered into by the Company with its Promoters, Directors, Key Managerial
Personnel or other designated persons, which may have a potential conflict with the
interest of the Company at large.
All related party transactions are placed before the meeting(s) of Audit Committee for
its review and approval. Prior omnibus approval of the Audit Committee is obtained on an
annual basis, for a financial year for the transactions which are of afore seen and
repetitive in nature. The statement giving details of all related party transactions
entered into pursuant to the omnibus approval together with relevant
documents/information, as required, are placed before the Audit Committee for review and
updation on quarterly basis. The RPT Policy is uploaded on the Company's website and can
be accessed at web link: https://www.birlacable.com/Policies/RPT.pdf.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
Your Company has a Wholly Owned Subsidiary in the name of Birla Cable Infra solutions
DMCC incorporated at UAE. The Company had subscribed 625 Equity Shares of AED 1000 each
towards the Share Capital of the said subsidiary company. The Subsidiary during the year
under review, there was no revenue from operations of the subsidiary. The Board of
Directors in their meeting held on May 24, 2022 has approved a Policy for Determining
Material Subsidiaries in compliance with the provisions of Regulation 16 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 which is available on
the website of the Company having following web link,
https://www.birlacable.com/Policies/Material-Subsidiaries.pdf.A Statement containing the
salient features of the financial statements of subsidiary, as prescribed under the first
provison to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of
The Companies (Accounts) Rules, 2014 is provided as an Annexure to the consolidated
financial statements and therefore not repeated for the sake of brevity. In accordance
with the provisions the provisions of the Companies Act,2013 is provided as part of the
consolidated financial statements and hence not repeated here in for the sake of brevity.
The Company is not having any Associate or Joint Venture Company.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements of the Company as of and for the year
ended March 31,2023 have also been prepared in the same form and manner as that of the
Company and are in accordance with the applicable provisions of the Companies Act, 2013,
the rules framed there under and Listing Regulations read together with governing Indian
Accounting Standard (Ind AS)-110 "Consolidated Financial Statements" and forms a
part of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the
Companies Act, 2013 have been disclosed in the financial statements read together with
Notes annexed to and forming an integral part of the financial statements.
DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, ETC.
As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Statement of Disclosure of Remuneration and such other details as prescribed therein are
given in Annexure-IV, which is attached hereto and forms a part of the Directors'
Report.
ANNUAL RETURN
Annual Return of the Company as per Section 92(3) of the Companies Act, 2013 is
uploaded on website of the Company and the same can be accessed at the web link
https://www.birlacable.com/Annual-Return.pdf
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act, 2013, read
with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of an employee of the Company are given in Annexure-V,
which is attached hereto and forms a part of the Directors' Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules 2014, the information on Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo are given in Annexure-VI, which
is attached hereto and forms a part of the Directors' Report.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions or events concerning the same during the
year under review:
(a) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status of the Company and its operations in
future.
(b) The Company has zero tolerance towards sexual harassment at workplace and has
adopted a Policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,2013,and Rules made there under. During the
year under review, no case was filed or reported in pursuance to the provisions of the
said Act.
(c) There have been no material changes and commitments, which affect the financial
position of the Company, that have occurred between the end of the financial year to which
the financial statements relate and the date of this Report.
(d) No frauds were reported by the Auditors in terms of Section 143(12) of the
Companies Act, 2013 and rules framed there under.
(e) The Company has neither filed any application under the In solvency and Bankruptcy
Code,2016(31 of 2016),as amended from time to time, nor has availed one time settlement
with respect to any loans from banks or financial institutions.
ACKNOWLEDGEMENT
The Board of Directors desires to place on record its grateful appreciation for the
excellent assistance and co-operation received from the State Government and continued
support extended to the Company by the bankers, investors, vendors, esteemed customers
infinite appreciations to all the employees of the Company for their unstinted commitment
and valuable contribution for sustainable growth and improved financial performance of the
Company.
|
For and on behalf of the Board of Directors |
|
|
Harsh V. Lodha |
Arun Kishore |
|
Chairman |
Director |
|
(DIN: 00394094) |
(DIN: 00177831) |
Place : Satna |
|
|
Date : May 2, 2023 |
|
|
|