TO THE SHAREHOLDERS
The Board of Directors has the pleasure of presenting its Thirty Second (32nd) 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, 2024.
SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANY'S AFFAIRS
( in lakhs)
The financial statements for the financial year ended March 31, 2024 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 standalone Revenue from operations of 68549.80 lakhs as compared to 79219.75 lakhs in the previous year (decrease of about 13.47%). The significant reduction in the order flow is mainly due to reduced off-take from both domestic and export market segments as all the operators focused on conserving the capital resources owing to depressed sentiments and downward cycle in the telecom business. The standalone Profit before Depreciation and Tax for the year stood at 4092.47 lakhs as compared to 5514.84 lakhs in the previous year. The fall is attributable to huge reduction in the roll-out of Optical Fibre Cable Network by the operators. However, the robust off-take by various customers from the Copper LAN cable segment made the overall performance of the operations to achieve an optimal level for the company.
As per the latest market intelligence reports, global optical fibre cable consumption is down by 0.3% on a year-on-year basis during the first quarter of the calendar year 2024 which is estimated at 125.4 million FKM. Overall, the global optical fibre cable consumption declined by 6.6 % on a year-on-year basis in 2023 calendar year to 541.1 million FKM. This marks the sharpest downturn since 2002, when the dotcom bubble burst. The industry has witnessed a huge drop in bare optical fibre price levels almost 50 % as compared to the price levels in the beginning of 2023. With the Global Optical Fibre and Cable industry faced several acute challenges, including elevated inventory levels, lower investments by operators due to high interest rates and an uncertain economic environment coupled with geopolitical disturbances. Excess manufacturing capacity proved difficult to consolidate, particularly in China which is still the largest consuming country in terms of substantial volume of Optical Fibre.
At the domestic level, India is the largest market in the APAC excluding China region with a contribution of over 27% in the regional cable demand. Cable consumption in India grew marginally in 2023 H1, where in spite of the muted demand from government driven projects in India, cable procurements from the local telecommunication carriers held the country's demand firmly. In 2023 H2 however, when demand from private carriers and ISP halted, cable consumption in India fell by 17% over the period. As a result, Indian market contracted by 8.8 % last year, with total cable consumption in the country down to 16.4 million FKM. Bare fibre price levels are also on a downward trend even after the imposition of antidumping duties on the import of bare fibre from China, South Korea and Indonesia. This can be mainly attributed to slow domestic demand as well as a sluggishness in the export of optical fibre cables from India. This has led the Indian manufacturers to offer more competitive price levels for targeting the limited cable opportunities.
In a nutshell, the optical fibre cable industry is expected to pick up during late 2024 in both India and the global market. The government driven BharatNet project is expected to take off during the later part of 2024 in India which will give fillip to the cable industry to make use of the capacity built up by various cable manufacturers. The global cable requirement is also expected to bounce back with the upcoming requirement for various projects in EU and US which should auger well for the cable industry.
Overall, this should give a momentum for the optical fibre cable manufacturing industry after a year of lull in the telecom sector. The Company's robust derisking strategy by way of not solely depending on one product range like optical fibre cables through the diversification into other telecom related product namely for the manufacturing of Structured Copper LAN Cables has paid of very well since last so many years. This copper-based product has given robust results during the year under review riding on the strong demand and order book from various customers in this segment.
The members are advised to refer to the separate section on Management Discussion and Analysis for a detailed understanding of the operating results and business performance.
MANAGEMENT DISCUSSION AND ANALYSIS
The management discussion and analysis of financial condition and results of operations of the Company is provided in the Management Discussion and Analysis Report, which forms a part of the Annual Report.
CAPITAL EXPENDITURE
During the year under review, the Company continued its focus on judicious capital allocation and incurred capital expenditure aggregating to 4532.35 lakhs, consisting of addition to (a) Plant & Equipment of 3593.53 lakhs; and (b) Other Fixed Assets of 938.82 lakhs for further capacity expansion/augmentation.
DIVIDEND
After considering the Company's profitability, the Board of Directors of your Company is pleased to recommend a Dividend of 1.75 (One Rupee and Seventy Five Paisa) (previous year 2.50) per equity share of face value 10/- each (i.e. 17.50%) for the financial year ended on March 31, 2024. The payment of Dividend shall be subject to deduction of applicable Tax at source as per the prescribed rate under Income Tax Act, 1961 and relevant rules framed thereunder. The said Dividend, if approved by the Members at the ensuing Annual General Meeting, would involve a cash outflow of 525.00 lakhs resulting in a payout of 23.35% of the standalone net profit of the Company for the financial year 2023-24. The dividend as recommended by the Board of Directors, if approved by the members, would be paid to those members whose name appear in the register of members/register of beneficial owners as per the data made available by the depositories as on the Record Date mentioned in the Notice convening the ensuing Annual General Meeting of the Company.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amounts to the General reserve. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2024, please refer to the ‘Statement of Changes in Equity' included in the standalone and consolidated financial statements of the Annual report.
UNPAID DIVIDEND
The disclosure relating to year wise amount of unpaid/unclaimed dividend lying in Unpaid Dividend account and the corresponding equity shares which are liable to be transferred to the Investor Education and Protection Fund (IEPF) 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, 2024 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, 2024.
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 cash flows and working capital management. The Company's financial discipline and prudence is reflected in the credit rating ascribed by the external rating agency.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of Loans, Guarantees and Investments in pursuance to Section 186 of the Companies Act, 2013 have been disclosed in the standalone financial statements read together with Notes annexed to and forming an integral part of the standalone financial statements.
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 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
As a part of its initiative under Corporate Social Responsibility (CSR), your Company has undertaken CSR activities, projects and programmes broadly in accordance with Schedule VII of the Companies Act, 2013, applicable provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and CSR Annual Action Plan 2023-24 read with the Company's CSR Policy. The CSR activities as detailed in Note No. 42 of financial statements have been carried out in and around the local areas where the Company operates and nearby localities. The Company has complied with the provisions of Section 135 of the Companies Act, 2013 and all its subsequent amendments.
The Annual Report on CSR activities giving brief outline of the Company's CSR Policy and CSR initiatives undertaken during the year under review in the prescribed format as per the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is set-out 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, 2024, the applicable accounting standards ("Ind AS") 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, 2024 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 process by which the Company pursues its objectives. Additionally, the Audit Committee and the Board of Directors assess and monitor regularly the framework for identification, evaluation and prioritization of risks, mechanism to mitigate risks, process that methodically track governance objectives, risk ownership/accountability, compliance with policies and decisions 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. The Company has established procedure to periodically place before the Audit Committee, the risk assessment and minimisation initiatives and steps taken by the Company to mitigate the risks. The important elements of risks are provided in the Management Discussion and Analysis Report forming part of the Annual Report. 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 controls for ensuring the orderly and efficient conduct 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 be foreseen. 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 reporting and the preparation of financial statements for external purposes in accordance with the Companies Act, 2013, Companies (Indian Accounting Standards) Rules, 2015 and all other applicable regulatory/statutory guidelines, etc. for disclosures with reference to financial statements. The controls have been assessed during the year under review, basis guidance note issued by the Institute of Chartered Accountants of India on Audit of Internal Financial Controls over Financial Reporting. Based on the results of such assessment carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nevertheless, the Company recognises that any internal financial control framework, no matter how well designed, has inherent limitations and in a dynamic environment needs continuous review and upgrade from time to time.
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 as well as Audit Committee a certificate alongwith a detailed statement certifying compliance of various laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all functional heads responsible 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 1992, Listing Regulations and relevant rules/guidelines as well as other corporate laws/rules and 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. In the dynamic landscape of work, ongoing changes necessitate a re-evaluation of the value proposition. Implementing creative structures for employees across all levels is essential, fostering innovation, growth, and ultimately enhancing the company's competitive edge. 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 good and green philosophy is a cornerstone of the Company's business strategy for protecting people, preserving the planet and generating value for the shareholders. As the world faces significant environmental challenges, the Company has prioritised sustainability to ensure long term resource availability, reduce environmental impact and enhance operational efficiency. As sustainable practices are becoming part of the industrial development, the Company is striving for innovative designs so as to have minimum impact on environment by using completely recyclable material. Alongside transitioning to renewable energy, water conservation is another primary focus are of the Company wherein it has rainwater harvesting, recycling systems and other efficient water usage practices in place.
Our ambition is to be a global player playing a leading role in the decarbonization agenda and our commitment to promoting growth that is sustainable for people and the planet. The pillars of our sustainability strategy are articulated in four main areas: environment, innovation, people and communities, and governance. Regarding the environment, our primary goal is to proactively and pioneeringly engage in decarbonization processes.
Community development through effective CSR projects is a core value of M.P. Birla Group driven by the belief that the long term viability and ability to produce value are tied to measured contribution in the life of communities in which the Group's facilities operate. Long before the CSR regulations came into existence, the Group made it a priority and commitment to serve the society and improve the quality of life for communities at large. In line with the Group's philosophy, the Company has set unwavering commitment to enhance the lives of marginalised communities near its plant and working locations through need based CSR projects in the key areas of education, healthcare, environmental sustainability, animal welfare, skill development, livelihood intervention, water and sanitation and rural development.
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 as per ISO/IEC 27001:2022 Standards for Design, development and manufacture of optical fibre cables, ribbon type 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.
Your directors are pleased to report that as an unwavering commitment to quality assurance, the Testing Laboratory of Company's OFC Unit has obtained a Certificate of Accreditation during the year under review in accordance with the standard ISO/IEC17025:2017 from National Accreditation Board for Testing and Calibration Laboratories (NABL) for its facilities at Rewa (M.P.) in the field of testing of optical fibre, optical fibre cables and the said accreditation is valid upto January 8, 2026. Our OFC Testing Laboratory, Rewa also has been assessed and designated as Conformity Assessment Body (CAB) from Government Of India, Ministry Of Communications, Department Of Telecommunications, Telecommunication Engineering Centre, New Delhi.
DIRECTORS
Dr. Aravind Srinivasan (DIN: 00088037), Shri Arun Kishore (DIN: 00177831) and Shri Kailasam Raghuraman (DIN: 00320507), Non-Executive Independent Directors of the Company have completed their tenure viz. second term of five (5) consecutive years on March 31, 2024. Consequently, they cease to be the Directors of the Company and Members/Chairperson of certain committees of the Board at the close of business hours on March 31, 2024. The Board of Directors places on record its deep sense of appreciation for the valuable contributions and guidance provided by Dr. Aravind Srinivasan, Shri Arun Kishore and Shri Kailasam Raghuraman during their tenure as Non-Executive Independent Directors of the Company.
The Members of the Company by way of Special Resolutions passed through Postal Ballot including Remote e-Voting on March 21, 2024 have approved the appointment of Shri Bachh Raj Nahar (DIN: 00049895), Shri Pandanda Kariappa Madappa (DIN: 00058822) and Smt. Kiran Aggarwal (DIN: 06991807) as the Non-Executive Independent Directors of the Company, not liable to retire by rotation, for a first term of five (5) consecutive years with effect from April 1, 2024 to March 31, 2029. The Members of the Company also accorded their approval by way of special resolution for the continuation of directorship of Shri Bachh Raj Nahar (DIN: 00049895) as a Non-Executive Independent Director of the Company, from the day he attains the age of seventy-five (75) years on June 14, 2026 till the completion of his first term of consecutive five (5) years i.e. March 31, 2029, in pursuance to Regulation 17(1A) of the Listing Regulations.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Shri D.R Bansal (DIN: 00050612), 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 Nomination and Remuneration Committee as well as Board of Directors of the Company has recommended 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 D.R Bansal are 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), Shri Somesh Laddha, Chief Financial Officer (CFO) and Shri Nitin Arora, Company Secretary are the Key Managerial Personnel of the Company. Shri Nitin Arora was appointed as the Company Secretary of the Company with effect from May 3, 2023. Shri Somesh Laddha resigned from the post of Company Secretary of the Company with effect from the close of business hours on May 2, 2023 and was appointed as CFO of the Company with effect from May 3, 2023.
Shri R. Sridharan, Manager and CEO has been re-appointed by the members of the Company for a further period of three (3) consecutive years effective from May 4, 2023 to May 3, 2026.
DECLARATION BY INDEPENDENT DIRECTORS
In accordance with Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, all Independent Directors have from time to time submitted declarations confirming that they meet the criteria as mentioned in Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013. The Independent Directors have also individually and severally confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, opined that the Independent Directors of the Company, including the Independent Directors appointed with effect from April 1, 2024 through Postal Ballot Notice, are persons of integrity and possess the relevant expertise and experience (including the proficiency), fulfils the conditions specified in the Listing Regulations and the Companies Act, 2013 for appointment of Independent Directors and are independent of the Management.
MEETINGS OF BOARD OF DIRECTORS
During the year under review, the Board met four (4) times viz. on May 2, 2023, August 10, 2023, November 1, 2023 and February 2, 2024. The time gap between two meetings was less than 120 days. Details of attendance of meeting of the Board, its committees are included in the Report on Corporate Governance, which forms a part of the Annual Report. The Independent Directors of the Company met on March 15, 2024 without presence of the Chairman and other Non-Independent Directors and any other managerial personnel.
AUDIT AND OTHER COMMITTEES OF BOARD
As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the rules framed thereunder, the composition and meetings of the Audit Committee were in line with the provisions of the Companies Act, 2013 and the Listing Regulations. During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors. As required under the Companies Act, 2013 and Listing Regulations, the Company has also constituted various other statutory committees of the Board viz. Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The requisite details of all the committees such as terms of reference, composition, number of meetings held during the year under review and attendance at the meetings, etc. are provided in the Report on Corporate Governance forming a part of the Annual Report.
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. The result of evaluation reflected a high level of commitment and engagement of the Board and its various committees with constructive debate in the meetings while ensuring that decisions are grounded in rigorous analysis and ethical considerations to promote sound decision making. 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 thereunder 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. The Remuneration Policy is in consonance with the prevailing industry practices. 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.
MAINTENANCE OF COST RECORDS
The requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of 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 35th Annual General Meeting (AGM) of the Company to be held for the financial year 2026-27. The Auditors have confirmed to the Company that they continue to remain eligible to hold office as the Auditors and are not disqualified for being so appointed as Statutory Auditors under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules and regulations framed thereunder.
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 Records and Audit) Rules, 2014 and fixed their remuneration based on the recommendation of the Audit Committee. The remuneration together with applicable Goods and Services tax thereon and reimbursement of out of pocket expenses to be paid to the Cost Auditors is subject to ratification by the members in the ensuing Annual General Meeting of the Company. The Cost Audit Report in respect of applicable specified products covered under the Companies (Cost Records and Audit) Rules, 2014 pertaining to the financial year ended March 31, 2023 was filed by the Company on September 2, 2023 with the concerned authorities (Ministry of Corporate Affairs).
AUDITORS' REPORT
The Auditors' Report on the financial statements of the Company for the year ended March 31, 2024 forms a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors' Report, which calls for any further comments or explanations.
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, 2024. 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 APPLICABLE 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. For more details, the members are advised to refer to the Secretarial Audit Report which is attached hereto and forms a part of this Report.
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 and in accordance with the applicable provisions of the Companies Act, 2013 read with rules framed thereunder, the applicable provisions of Listing Regulations and your Company's Policy on Related Party Transactions. 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 hereto 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 or which could be prejudicial to the interest of minority shareholders. Details of the related party transactions entered into by the Company are provided in Note No. 39.(A) of the Notes to standalone financial statements for the financial year 2023-24.
Prior omnibus approval of the Audit Committee is obtained on an annual basis for a financial year for the related party transactions which are of a foreseen 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. Pursuant to the provisions of Regulation 23 of the Listing Regulations, your Company has submitted to the stock exchanges disclosures of related party transactions in the prescribed format every six months on the date of publication of its standalone and consolidated financial results. The Policy on materiality and dealing with Related Party Transactions (‘RPT Policy') is uploaded on the Company's website and can be accessed at weblink: 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 Infrasolutions DMCC incorporated at UAE. The Company has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the Listing Regulations and the same is placed on Company's website at https://www.birlacable.com/Policies/Material-Subsidiaries.pdf. The Subsidiary is not a material unlisted subsidiary company as defined under the Listing Regulations.
A Statement containing the salient features of the financial statements of subsidiary, as prescribed under the first proviso to subsection (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 of Section 136 of the Companies Act, 2013 read with Listing Regulations, the Company's audited financial statements including the consolidated financial statements and all other documents required to be attached thereto is put up to the Company's website https://www.birlacable.com. A report on the performance of financial position of the wholly owned subsidiary as per the provisions of the Companies Act, 2013 is provided as part of the consolidated financial statements and hence not repeated herein for the sake of brevity.
The Company is not having any Associate or Joint Venture Company.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company for the financial year 2023-24 have been prepared in the same form and manner as that of standalone financial statements of the Company and are in compliance with the applicable provisions of the Companies Act, 2013 and as stipulated under Regulation 33 of Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rule, 2015. The audited consolidated financial statements together with the Independent Auditor's Report thereon form part of the Annual Report.
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
A copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on website of the Company in pursuance to Section 92(3) of the Companies Act, 2013 and the same can be accessed at the weblink https://www.birlacable.com/Annual-Return.pdf.
PARTICULARS OF EMPLOYEES
The disclosure 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, as amended, in respect of employees 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 pertaining to 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.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has implemented a Vigil Mechanism/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 direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The details of the Vigil Mechanism and Whistle-Blower Policy are explained in the Report on Corporate Governance. The said Policy is uploaded on the website of the Company and can be accessed at https://www.birlacable.com/Policies/Whistle-Blower.pdf.
PREVENTION OF SEXUAL HARASSMENT
The Company has complied with the provisions relating to the constitution of Internal Complaints Committee(s) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH"). 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. All employee (permanent, contractual, temporary, trainees) as well as consultants are covered under the Policy. The framework ensures complete anonymity and confidentiality. During the year under review, no case was filed or reported in pursuance to the provisions of the said Act. The annual return for compliance with POSH has been filed for the calendar year ended December 31, 2023.
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) 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 of the Company to which the financial statements relate and the date of this Report.
There has been no material change in the nature of business of the Company.
(c) The Statutory Auditors, Cost Auditors and the Secretarial Auditor have not reported any instance of fraud committed in the Company by its officers and in terms of Section 143(12) of the Companies Act, 2013. Accordingly, no detail is required to be disclosed in pursuance to Section 134(3)(ca) of the Companies Act, 2013.
(e) The Company has neither filed any application under the Insolvency 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 constant support/cooperation received from the State Government ,bankers, investors, vendors etc. and expresses sincere gratitude to valued customers and other business associates for their persistent faith in the Company's capabilities. Your Directors also wish to place on record their sincere thanks and infinite appreciations to all the employees of the Company for their timeless efforts, passion and perseverance and valuable contribution for sustainable growth and satisfactory financial performance of the Company and look forward to their support in future as well.
For and on behalf of the Board of Directors
Place : Satna
Date : May 10, 2024