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Birla Cable Ltd.

BSE: 500060 Sector: Engineering
BSE 00:00 | 26 Apr 84.05 -0.55






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OPEN 83.55
VOLUME 22434
52-Week high 102.90
52-Week low 38.00
P/E 27.65
Mkt Cap.(Rs cr) 252
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 83.55
CLOSE 84.60
VOLUME 22434
52-Week high 102.90
52-Week low 38.00
P/E 27.65
Mkt Cap.(Rs cr) 252
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Birla Cable Ltd. (BIRLACABLE) - Director Report

Company director report



Your Directors have pleasure in presenting their Twenty Fifth Annual Report togetherwith the Audited Financial Statements of the Company for the year ended March 31 2017.


2016-17 2015-16
(Rs. in lacs) (Rs. in lacs)
Revenue from Operations (Gross) 22952.31 27314.58
Other Income 300.04 266.29
The Year's working shows - 23252.35 27580.87
Profit before Depreciation Exceptional Item and Tax 1299.79 2253.13
Less : Depreciation and Amortisation Expense 772.77 717.01
: Exceptional Item - 477.52
Profit before Tax 527.02 1058.60
Less : Tax Expense/(Credit):
- Current Tax/Minimum Alternate Tax (MAT) (Net of MAT Credit Entitlement if any) 155.74 65.60
- Deferred Tax Charge 53.14 145.00
Net Profit for the year 318.14 848.0 0


During the year under review the Company's revenue from operations decreased toRs.22952.31 lacs from Rs.27314.58 lacs in the previous year (a decrease of about 15.97%).The decrease in revenue was mainly due to less than expected orders received from variouscustomers. The profit (before depreciation and tax) for the year decreased to Rs.1299.79lacs as against Rs.2253.13 lacs in the previous year. The decrease in profit was mainlybecause of fall in turnover during the year under review.

Despite less than expected performance the overall business sentiment of Optical FibreCable Industry is upbeat as global Optical Fibre demand peaked to more than 461 millionFKM as per CRU report during the year 2016. This is expected to grow by more than 10%during the year of 2017 mainly driven by China and US demand. In India also the market isgoing to witness an upward trend due to recent push by the Government driving big tickettelecom infrastructure projects Smart City projects where Optical Fibre Cableconsumption is imminent. As the telecom networks are increasingly changing towardstransporting bulk data requirements the need of Optical Fibre Cables to wire up backbonemetro and access networks is increasing exponentially which is going in sync with thetelecom industry trends. With the deployment of Internet of Things (loT) and intelligentnetworks the consumption of Optical Fibre Cables bound to increase in the coming yearsgiving tremendous scope for supply opportunities to the cable industry.

In line with the demand pattern globally the requirement of Optical Fibre Cables forthe Export segment is also picking up and the Company is poised to take its market shareto a level thereby reducing the dependency on the domestic market to a considerableextent. The company is doing exports to more than 60 countries spread across 6 continents.


Your Directors regret their inability to recommend any equity dividend for thefinancial year ended 31st March 2017 in order to conserve cash resources forfuture business requirements.


During the year under review name of the Company has been changed from "BirlaEricsson Optical Limited" to "Birla Cable Limited" in pursuance to aSpecial Resolution by the members of the Company at the 24th Annual GeneralMeeting held on 19th August 2016. Consequent to change of name an amended/new"Certificate of Incorporation pursuant to change of name" was issued by thejurisdictional Registrar of Companies on 29th August 2016.

The change in name was necessiated due to termination of Joint Venture Agreemententered into between Ericsson Cables AB Sweden on one part and Universal Cables Ltd. andVindhya Telelinks Limited on the other part followed by divestment of the entireshareholding by Ericsson Cables AB by way of interse transfer amongst the promoters.


Your Company has not accepted any public deposits during the year within the meaning ofSection(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 depositswas outstanding as on the date of the Balance Sheet.

Your Company continued to optimise bank borrowings during the year by focusing on cashflows and working capital management. By availing alternate funding options like issuanceof Buyers Credit and Supplier's Credit your Company ensured efficiency in its borrowingcosts.


Pursuant to Regulation 34(3) read with Para C of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion& Analysis Report on Corporate Governance and a certification by the Chief ExecutiveOfficer (CEO) confirming compliance by all the Board Members and Senior ManagementPersonnel with Company's Code of Conduct and Auditors' Certificate regarding compliance ofconditions of Corporate Governance are made a part of the Annual Report.


As a part of its initiative under Corporate Social Responsibility (CSR) the Companyhas undertaken CSR activities in the areas of (i) Animal welfare; (ii) Education promotingemployment enhancing vocation skills especially among children and livelihood enhancementprojects; (iii) Ensuring environmental sustainability conservation of natural resourcesand maintaining the quality of soil air and water. These activities are largely inaccordance with Schedule VII of the Companies Act 2013 read with Companies (CorporateSocial Responsibility Policy) Rules 2014 and the Company's CSR Policy.

The Annual Report on CSR activities is given in Annexure-I which is attached heretoand forms a part of the Directors' Report. The Corporate Social Responsibility Policy ofthe Company is available on the website of the Company i.e.


To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013 :

(a) that in the preparation of the annual financial statements for the year ended March312017 the applicable accounting standards read with requirements set out under ScheduleIII to the Companies Act 2013 have been followed and there are no material departuresfrom the same;

(b) that such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March 2017 and the profit of the Company for the yearended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 financialcontrols were adequate and were operating effectively; and

(f) that system to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.


The Company's system of financial and compliance controls with reference to thefinancial statements and risk management is embedded in the business process by which theCompany pursues its objectives. Additionally the Audit Committee and the Board ofDirectors assess the implementation of risk management and risk mitigation measuresthrough their review of potential risks which could negatively impact the operations theproposed budget and plan the Company's strategic framework besides inherent risksassociated with the products/ goods dealt with by the Company. Your Company's approach toaddress business risks is comprehensive and includes periodic review of such risks and aframework for mitigating and reporting mechanism of such risks. In the view of the Boardof Directors there are no material risks which may threaten the existence of theCompany.

The Board of Directors of the Company has laid down the policies and procedures forinternal financial controls to be followed by the Company for ensuring the orderly andefficient conduct of its business in order to achieve the strategic operational andother objectives over a long period and that its exposure to risks are within acceptablelimits decided by the Board. In addition the policies and procedures have been designedwith an intent to ensure safeguarding of Company's assets the prevention and detection offrauds and errors the accuracy in completeness of the accounting records and the timelypreparation of reliable financial information.

The management is committed to ensure effective internal financial controlsenvironment which provides assurance on the efficiency of its business operations coupledwith adherence to its established policies safety/security of its assets besides orderlyand legitimate conduct of Company's business in the circumstances which may reasonably beforeseen. The Company has defined organisation structure authority levels delegatedpowers internal procedures rules and guidelines for conducting business transactions.The Company's system and process relating to internal controls and procedures forfinancial reporting have been designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with Generally Accepted Accounting Principles (GAAP) inIndia the Companies Act 2013 and rules framed thereunder and all other applicableregulatory/statutory guidelines etc. for disclosure with reference to financialstatements.

Your Company's internal control systems are supplemented by an extensive program ofinternal audit by an independent firm of Chartered Accountants. Internal audits areconducted at regular intervals and a summary of the observations and recommendations ofsuch audits are placed before the Audit Committee. The Internal Auditors the AuditCommittee as well as the Board of Directors conduct an evaluation of the adequacy andeffectiveness of the system of internal financial controls system on an ongoing basis.


Industrial relations remained cordial throughout the year. Your Directors recognize andappreciate the sincere and hard work loyalty dedicated efforts and contribution of allthe employees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety andenvironmental protection and these are ongoing process at the Company's plant andfacilities to maintain high awareness levels. The Company is conscious of the importanceof environmentally clean and safe operations so as to ensure safety of all concerned andcompliance of applicable environmental regulations. The Company as a policy re-evaluatessafety standards and practices from time to time in order to raise the bar of safetystandards for its people as well as users and customers.


The Company's manufacturing facilities continue to remain certified by independent andreputed external agency as being compliant as well as aligned with the external standardsfor Quality System IS/ISO 9001:2008 Environmental Management Standards IS/ISO 14001:2004and Occupational Health and Safety Management System OHSAS 18001:2007. During the yearthe audits for these Certifications established continuous improvement in performanceagainst these standards.

During the year under review the Company successfully obtained certification under ISO90001:2008/TL9000R5.5/R/5.0H Standards from Bureau Veritas for design manufacture andsupply of optical fibre cable which reflects capabilities of the Company to manufactureproducts by adhering to global standards.


In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Shri Harsh V. Lodha [DIN: 00394094] Director shallretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment as a Director of the Company. The Board recommends hisre-appointment for the consideration of the members of the Company at the ensuing AnnualGeneral Meeting.

The brief resume and other details of Director seeking re-appointment as required underRegulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are given in the Notice of the ensuing Annual General Meeting which isbeing sent to the shareholders along with Annual Report.

During the year under review there was no change in the Board of Directors of theCompany.


Shri R Sridharan Manager and Chief Executive Officer and Shri Somesh Laddha Dy.General Manager (Finance and Accounts) & Secretary are the Key Managerial Personnel ofthe Company. During the year under review there was no change in the Key ManagerialPersonnel of the Company.


All Independent Directors of your Company viz. Shri R.C.Tapuriah Dr. AravindSrinivasan Shri Arun Kishore Shri K.Raghuraman and Smt. Archana Capoor have individuallyand severally given a declaration pursuant to Section 149(7) of the Companies Act 2013affirming compliance to the criteria of Independence as laid down under Section 149(6) ofthe Companies Act 2013. Based on the declaration(s) of Independent Directors the Boardof Directors recorded its opinion that all Independent Directors are independent of theManagement and have fulfilled the conditions as specified in the Companies Act 2013rules made thereunder as well as applicable provisions of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.


During the year under review the Board met five times viz. May 18 2016 July 14 2016August 12 2016 November 11 2016 and February 9 2017.

As required under Section 177(8) read with Section 134(3) of the Companies Act 2013and the rules framed thereunder the composition and meetings of the Audit Committee werein line with the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 details of which along with compositionnumber of meetings of all other Board Committees held during the year under review andattendance at the meetings are provided in the Report on Corporate Governance forming apart of the Annual Report. During the year under review all the recommendations of theAudit Committee were accepted by the Board of Directors.


Pursuant to the Provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and the Guidance Note on Board evaluationissued by SEBI the Board of Directors of the Company carried out the formal annualevaluation of its own performance and that of its Committees and individual Directorsinteralia to assess the skill set and contribution that are desired recognising thatcompetencies and experiences evolves over time. The Directors were individually evaluatedbased on personal interaction to ascertain feedback on well defined parameters whichinteralia comprised of level of engagement and their contribution to strategic planningand other criteria based on performance and personal attributes of the Directors. Duringthe process of evaluation the Board of Directors also considered the criteria forevaluation of performance of Independent Directors and the Board of Directors formulatedby the Nomination and Remuneration Committee. The Board of Directors also reviewed anddiscussed the annual performance evaluation of Directors carried out by the Nomination andRemuneration Committee and review of the performance of the Chairman (taking into accountthe views of non-executive directors) the Non-independent Directors and the Board as awhole carried out by the Independent Directors. A statement indicating the manner inwhich formal annual evaluation has been made by the Board of Directors is given in theReport on Corporate Governance which forms a part of the Annual Report.


The Board of Directors in consonance with the recommendation of Nomination andRemuneration Committee (NRC) has adopted a terms of reference which interalia deals withthe criteria for identification of members of the Board of Directors andselection/appointment of the Key Managerial Personnel/Senior Management Personnel of theCompany. The NRC recommends appointment of Director/appointment

or re-appointment of Manager & CEO based on their qualifications expertisepositive attributes and independence in accordance with prescribed provisions of theCompanies Act 2013 and rules framed thereunder and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The NRC in addition to ensuring diversity ofrace and gender also considers the impact the appointee would have on Board's balance ofprofessional experience background view points skills and areas of expertise.

The Board of Directors in consonance with the recommendation of Nomination andRemuneration Committee has also adopted the Remuneration Policy for the members of theBoard and Executive Management. The guiding principles of the Remuneration Policy arestated in the Report on Corporate Governance which forms a part of the Annual Report.


In terms of the provisions of Section 177(9) of the Companies Act 2013 the Companyhas implemented a Vigil Mechanism which includes implementation of the Whistle BlowerPolicy to deal with instances of fraud and mis-management if any and conducting businesswith integrity including in accordance with all applicable laws and regulations. Noemployee has been denied access to the Vigilance Officer as well as Chairman of the AuditCommittee. The details of the Vigil Mechanism and Whistle-Blower Policy are explained inthe Corporate Governance Report and also posted on the website of the Company.


Messrs V. Sankar Aiyar & Co. Chartered Accountants (Firm Registration No.109208W)holds office of the Auditors of the Company until the conclusion of the ensuing 25thAGM of the Company. In terms of the provision of Section 139(2) of the Companies Act 2013(‘the Act') and rules made thereunder the Company is required to appoint newAuditors in place of the retiring Auditors.

Accordingly the Board of Directors on the recommendation of the Audit Committee hasrecommended to the members appointment of Messrs Jain Pramod Jain & Co. CharteredAccountants (Firm Registration No. 016746N) as Auditors of the Company for a term of five(5) years commencing from the conclusion of 25th AGM till the conclusion of the 30th AGMsubject to ratification by members every year as may be applicable in place of Messrs V.Sankar Aiyar & Co. Chartered Accountants.

Messrs Jain Pramod Jain & Co. Chartered Accountants have consented to the saidappointment and confirmed that their appointment if made would be within the limitsspecified under Section 141(3)(g) of the Act. They have further confirmed that they arenot disqualified to be appointed as statutory auditors in terms of the provisions of theproviso to Section 139(1) Section 141(2) and Section 141(3) of the Act and the provisionsof the Companies (Audit and Auditors) Rules 2014.

The Board placed on record its appreciation for the contribution of Messrs V. SankarAiyar & Co. Chartered Accountants during their tenure as Statutory Auditors of theCompany.

The Board of Directors has re-appointed Messrs D. Sabyasachi & Co. CostAccountants as Cost Auditors for conducting audit of the accounting records maintained bythe Company in respect of specified products of the Company covered under The Companies(Cost Records and Audit) Amendment Rules 2014 and fixed their remuneration based on therecommendation of the Audit Committee. The remuneration payable to Cost Auditors issubject to ratification by the shareholders in the ensuing Annual General Meeting of theCompany.


The Auditors' Report on the financial statements of the Company forms a part of theAnnual Report. There is no qualification reservation adverse remark disclaimer ormodified opinion in the Auditors' Report which calls for any further comments orexplanations. Further during the year under review the Auditors have not reported anymatter under Section 143(12) of the Companies Act 2013 therefore no detail is requiredto be disclosed in pursuance to Section 134(3)(ca) of the Companies Act 2013.


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 Company Secretaries (PCS Registration no.14474) were appointed toundertake the Secretarial Audit of the Company for the year ended March 312017. TheReport of the Secretarial Auditor is given in Annexure-II which is attached hereto andforms a part of the Directors' Report.

No qualification or observation or other remarks have been made by Messrs R.K.Mishra& Associates in the Secretarial Audit Report which calls for any comments orexplanations.


All related party transactions that were entered into by the Company during thefinancial year under review were generally on arms' length basis and in the ordinarycourse of business. The disclosure of related party transactions as required under Section134(3)(h) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 in prescribed Form AOC-2 is given in Annexure-III which is attached hereto and formsa part of the Directors' Report. There are no material significant related partytransactions entered into by the Company with its Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large.

All related party transactions are placed before the meeting(s) of Audit Committee forits approval. Prior omnibus approval of the Audit Committee is obtained on an annualbasis for a financial year for the transactions which are of a foreseen and repetitivein nature. The statement giving details of all related party transactions entered intopursuant to the omnibus approval together with relevant documents/ information are placedbefore the Audit Committee for review and updation on quarterly basis. The Company'sPolicy on materiality of Related Party Transactions and dealing with Related PartyTransactions as approved by the Board of Directors is uploaded on the Company's websiteand can be accessed at weblink:


The particulars of Loans Guarantees and Investments in pursuance to Section 186 of theCompanies Act 2013 have been disclosed in the financial statements read together withNotes annexed to and forming an integral part of the financial statements.


As required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theStatement of Disclosure of Remuneration and such other details as prescribed therein aregiven in Annexure-IV which is attached hereto and forms a part of the Directors' Report.


An Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013is given in Annexure-V which is attached hereto and forms a part of the Directors'Report.


Particulars of employees in accordance with the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not given as none of the employees qualifies forsuch disclosure.


As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the information on Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo are given in Annexure-VI which isattached hereto and forms a part of the Directors' Report.


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions or events on these items during the yearunder review:

(a) the Company has neither issued shares with differential rights as to dividendvoting 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 equityshares of the Company as on March 312017.

(b) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status of the Company and its operations infuture.

(c) The Company has zero tolerance towards sexual harassment at workplace and hasadopted a Policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder. During theyear under review there were no cases filed or reported pursuant to the provisions of thesaid Act.

(d) There are no material changes or commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report.

(e) No frauds were reported by Auditors in terms of Section 143(2) of the CompaniesAct 2013 and rules if any made thereunder.


The Board of Directors desires to place on record its grateful appreciation for theexcellent assistance and co-operation received from the State Government and continuedsupport extended to the Company by the bankers investors vendors esteemed customers andother business associates. Your Directors also wish to place on record their sincerethanks and infinite appreciations to all the employees of the Company for their unstintedcommitment and continued contribution in the performance of the Company.

Yours faithfully
Harsh. V. Lod ha Chairman
(DIN: 00394094)
D.R. Bansal
(DIN: 00050612)
R.C. Tapuriah
(DIN: 00395997)
Aravind Srinivasan
(DIN: 00088037)
Arun Kishore Directors
(DIN: 00177831)
K. Raghuraman
(DIN: 00320507)
Archana Capoor
(DIN: 01204170)
New Delhi May 16 2017



(A) Conservation of Energy:

The Company has a well structured energy management system in place and regular effortsare made to optimize process parameters and conserve energy. Additionally whileundertaking modernization and technological upgradation of production facilities dueconsideration is also given in selection of plant and equipments which conforms to thebest in class energy conservation parameters. The other identified key initiatives forconservation of energy during the year were -

(i) The steps taken or impact on conservation of energy:

• Maintained PF more than 0.99 throughout the year by continuous monitoring andupkeep of the APFC Panels resulting in getting maximum rebate in HT bill.

• Replaced conventional lights by energy efficient LED Lamps in copper cableplant OFC AC plant street lights and general office for energy saving.

• Replaced old less efficient AC's of UPS Battery room and OFC AC Plant by energyefficient ductable AC to conserve energy.

• Realigned the plant layout to improve process flow efficiency and reducematerial and man movement.

• Creating awareness among all employees to monitor and prevent misuse of energyfor optimum use of power.

(ii) The steps taken by the company for utilizing alternate sources of energy:

• Company is negotiating purchase of solar power to reduce electricity consumptionfrom grid supply.

(iii) The capital investment on energy conservation equipments:

• Capital expenditure has not been accounted for separately.

(B) Technology absorption:

(i) The efforts made towards technology absorption:

• The Company absorbs and adapts the technologies on a continuous basis to developspecific products for the domestic and global market.

• The design and process parameters are optimized to customize products in linewith specific customer and application needs.

• Value engineering through identification of new and alternate raw materials.

• Benchmarking of products and processes with highest technological standards ofthe cable industry;

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution etc.

• Embraced innovation and R&D based excellence for productivity and new marketdevelopment upgraded technologies and production processes the efficiency of supplychain creation of new products and also line extension of some of the existing products.

• Enhanced and improved product range resulting in expanded business reach andbecoming more competitive.

• Flexible and agile manufacturing keeping pace with rapidly changing marketneeds. Launch of new products improvement in productivity and overall operatingefficiency.

• Optimum integration of human and technical resources to enhance the overallperformance and satisfaction. As a result the engineering staff is keenly harnessing thebest of technology to manufacture world class product.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year):

• Not applicable as no technology was imported during the last three years.

(iv) The expenditure incurred on Research and Development:

• R & D expenditure has not been accounted for separately.

(C) Foreign exchange earnings and Outgo:

During the year the foreign exchange outgo in terms of actual outflows was Rs.5661.38lacs while foreign exchange earned in terms of actual inflows was Rs. 5225.68 lacs. TheCompany continues to make efforts to improve its export turnover by exporting toneighbouring countries/MENA and other parts of the world.

Yours faithfully
Harsh. V. Lodha Chairman
(DIN: 00394094)
D.R. Bansal
(DIN: 00050612)
R.C. Tapuriah
(DIN: 00395997)
Aravind Srinivasan
(DIN: 00088037) Directors
Arun Kishore
(DIN: 00177831)
K. Raghuraman
(DIN: 00320507)
Archana Capoor
(DIN: 01204170)
New Delhi May 16 2017