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Birla Cable Ltd.

BSE: 500060 Sector: Engineering
NSE: BIRLACABLE ISIN Code: INE800A01015
BSE 00:00 | 17 Jan 63.80 -0.05
(-0.08%)
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64.55

HIGH

65.65

LOW

63.60

NSE 00:00 | 17 Jan 63.80 -0.20
(-0.31%)
OPEN

63.90

HIGH

66.00

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63.15

OPEN 64.55
PREVIOUS CLOSE 63.85
VOLUME 3756
52-Week high 188.70
52-Week low 38.10
P/E 8.80
Mkt Cap.(Rs cr) 191
Buy Price 62.30
Buy Qty 500.00
Sell Price 63.80
Sell Qty 2.00
OPEN 64.55
CLOSE 63.85
VOLUME 3756
52-Week high 188.70
52-Week low 38.10
P/E 8.80
Mkt Cap.(Rs cr) 191
Buy Price 62.30
Buy Qty 500.00
Sell Price 63.80
Sell Qty 2.00

Birla Cable Ltd. (BIRLACABLE) - Director Report

Company director report

TO THE SHAREHOLDERS

Your Directors have pleasure in presenting their Twenty Seventh Annual Report togetherwith the Audited Financial Statements of the Company for the year ended March 312019.

SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANY'S AFFAIRS

Description

Amount (Rs in lakhs)

2018-19 2017-18
Revenue from Operations 50231.28 32868.69
Other Income 265.32 104.05
Earnings before Finance Costs Depreciation and Tax 8165.86 3557.28
Finance Costs 486.99 387.90
Profit before Depreciation and Tax 7678.88 3169.38
Depreciation and Amortization 1052.01 767.59
Profit before Tax 6626.87 2401.79
Tax Expenses / (Credit) 1923.40 788.43
Net Profit for the year 4703.47 1613.36

Accordingly the financial statements for the year ended March 31 2019 have beenprepared in accordance with Ind AS in terms of the provisions of Section 133 of theCompanies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 asamended from time to time.

GENERAL & CORPORATE MATTERS

During the year under review your Company achieved Revenue from operations of '50231.28 lakhs as compared to ' 32868.69 lakhs in the previous year (an increase of about52.82 %). The increase in revenue was mainly due to huge order inflow from variouscustomers. The Profit before Depreciation and Tax for the year stood at ' 7678.88 lakhs ascompared to ' 3169.38 lakhs in the previous year. The increase in profit was mainly due tohighly remunerative price levels coupled with excellent order position enjoyed by thecompany during the year under review.

With the Global Optical Fibre Cable Consumption peaked to a level of 510 millionFibre-Km in 2018 which is a clear increase of around 3.45% from 2017 levels the globalmarket remain stagnated in the second half of 2018 especially due to lower demand inChina. This downtrend has had its rippling effects across the global markets which led tothe sliding price levels of Optical Fibre. Due to these market corrections Indian markethas also seen some adjustments in terms of consolidation of requirements of Optical FibreCables during the beginning of 2019.

The market in India was basically driven by Government driven Rural Broadbandinitiatives which catapulted the fibre demand to historic levels in terms of robustroll-out of fibre networks. The aggressive scale-up in 4G Mobile backhaul warranted hugeaddition of fibre networks by all private sector telecom operators in India

This stupendous growth was witnessed in both Domestic and Global markets which actuallyraised the consumption of fibre to phenomenal levels. Despite the shortage of fibrewitnessed reasonable volume of exports was undertaken to ensure the overseas customersare being catered to on a long term basis.

DIVIDEND AND RESERVES

After considering the Company's profitability free cash flow and overall financialperformance the Board of Directors of your Company is pleased to recommend a Dividend of' 2/- (previous year ' 1/-) per equity share of face value ' 10/- each (i.e. 20%) for thefinancial year ended on March 312019. The distribution of Dividend on equity shares ifapproved by the Members at the ensuing Annual General Meeting will result in payout of '600.00 lakhs excluding Tax on Dividend and Surcharge/Education Cess thereon.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at March 312019 stood at ' 3000.00lakhs. During the year under review the Company has neither issued shares withdifferential rights as to dividend voting or otherwise nor has granted stock options orsweat equity under any scheme. Further none of the Directors of the Company holdsinvestments convertible into equity shares of the Company as on March 312019.

DEPOSITS/FINANCE

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 Buyer's Credit and Supplier's Credit coupled with reduction in charges for non-fundbased credit facilities your Company ensured efficiency in its borrowings costs.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Para C of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to time("Listing Obligations") the Management Discussion & Analysis Report onCorporate Governance and a certification by the Chief Executive Officer (CEO) confirmingcompliance by all the Board Members and Senior Management Personnel with Company's Code ofConduct and Auditors' Certificate regarding compliance of conditions of CorporateGovernance are made a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a part of its initiative under Corporate Social Responsibility (CSR) the Companyhas undertaken CSR projects and programmes in the areas of (i) Animal welfare (ii)Ensuring Environmental Sustainability and Ecological Balance Conservation of NaturalResources and maintaining quality of Soil Air and Water(iii) Education promotingemployment enhancing vocation skills especially among children and livelihood enhancementprojects and (iv) Promoting health care including preventive health care. These activitiesare largely in accordance with Schedule VII of the Companies Act 2013 read with Companies(Corporate Social 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.HREF="http://www.birlacable.com/">www.birlacable.com .

DIRECTORS' RESPONSIBILITY STATEMENT

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 March312019 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 judgement and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31st March 2019 and of the profit of the Company for theyear ended 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 proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL CONTROL SYSTEMS

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 and services dealt and services with by the Company.Your Company's approach to address business risks is comprehensive and includes periodicreview 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 threatenthe existence of the Company.

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 Company's business operationscoupled with adherence to its established policies safety/security of its assets besidesorderly and legitimate conduct of Company's business in the circumstances which mayreasonably be foreseen. The Company has defined organisation structure authority levelsdelegated powers internal procedures rules and guidelines for conducting businesstransactions. The Company's system and process relating to internal controls andprocedures for financial reporting have been designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with the Companies Act 2013 Companies(Indian Accounting Standards) Rules 2015 and other relevant provisions of the Act andrules made thereunder and all other applicable regulatory/statutory guidelines etc. fordisclosures with reference to financial statements.

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.

The Board has also implemented systems to ensure compliance of all applicable laws tothe Company which were effective and operative.

At quarterly intervals the Company Secretary & Compliance Officer places before theBoard a certificate alongwith a detailed statement certifying compliance of various lawsand regulations as applicable to the business and operations of the Company afterobtaining confirmation from all functional heads responsible for compliance of suchapplicable laws and regulations. The Company Secretary is responsible for compliance ofcorporate laws including Companies Act 2013 SEBI Act and rules/guidelines othercorporate laws/rules and regulations and Listing Regulations including any statutoryamendment(s) modification(s) or enactment(s) thereto to the extent apply and extend tothe Company.

INDUSTRIAL RELATIONS AND SAFETY

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.

RECOGNITION

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 Management System IS/ISO 9001:2015 TL:9000 R6.0/R.5.5(H) EnvironmentalManagement Standards IS/ISO 14001:2015 and Occupational Health and Safety ManagementSystem OHSAS 18001:2007 and Information Security Management System ISO/IEC 27001:2013Standards for design development and manufacture of optical fibre cables ribbon typeoptical fibre cables polyethylene insulated jelly filled telecommunication cables coppercommunication cables insulated wire & cables electric conductors supply ofaccessories for optical fibre cables & copper cables and support processes. During theyear the audits for these Certifications established continuous improvement inperformance against these standards.

DIRECTORS

During the year members by way of Special Resolution(s) passed through Postal Ballot /Remote e-voting have reappointed Shri R.C Tapuriah (DIN: 00395997) Dr. AravindSrinivasan (DIN:00088037) Shri Arun Kishore (DIN: 00177831) and Shri K.Raghuraman(DIN:00320507) as Independent Directors of the Company not liable to retire by rotationfor a second term of five consecutive years with effect from 1st April 2019 to 31stMarch 2024; and Shri D.R Bansal(DIN:00050612) as Non-Executive Non-Independent Directorof the Company liable to retire by rotation notwithstanding that the director is aboveseventy five (75) years of age.

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.

Pursuant to Section(s) 149152 and other applicable provisions if any of theCompanies Act 2013 and the Rules framed thereunder read with Schedule IV to the Act andall other applicable regulations of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Smt. Archana Capoor (DIN:01204170) was appointed as an Independent Director of the Company and who holds office assuch upto 9th November 2019. The Nomination and Remuneration Committee and Board ofDirectors at their respective Meetings held on 17th May 2019 have unanimously recommendedthe re-appointment of Smt. Archana Capoor as an Independent Director not liable to retireby rotation for a second term of five(5) consecutive years with effect from 10thNovember 2019 to 9th November 2024 for consideration of the Members at the ensuingAnnual General Meeting of the Company.

The brief resume and other details of Directors recommended forappointment/re-appointment as required under Regulation 36(3) of the Listing Regulationsand Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) are given in theAnnexure to the Notice of the ensuing Annual General Meeting which is being sent to theshareholders along with the Annual Report.

KEY MANAGERIAL PERSONNEL

Shri R Sridharan Manager and Chief Executive Officer and Shri Somesh Laddha GeneralManager (Accounts) & Secretary are the Key Managerial Personnel of the Company. Afterthe closure of the financial year under review Mr. Shalendra Kumar Thakur has beenappointed as Chief Financial Officer of the Company with effect from 17th May2019.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri R.C.Tapuriah Dr.AravindSrinivasan Shri Arun Kishore Shri K.Raghuraman and Smt. Archana Capoor have severallygiven a declaration pursuant to Section 149(7) of the Companies Act 2013 that they meetthe criteria of Independence as laid down under Section 149(6) of the Companies Act 2013. They have also furnished the Declaration and Confirmation pursuant to Regulation 25(8)of the Listing Regulations affirming compliance to the criteria of Independence asprovided under Regulation 16(1)(b) of the Listing Regulations . The Independent Directorshave individually confirmed that they are not aware of any circumstances or situationwhich exist or may be reasonably anticipated that could impair or impact their ability todischarge their duties with an objective independent judgment and without any externalinfluence. Based on the declarations and confirmations of the Independent Directors andafter undertaking due assessment of the veracity of the same the Board of Directorsrecorded their opinion that all the Independent Directors are independent of theManagement and have fulfilled all the conditions as specified under the governingprovisions of the Companies Act 2013 and the Listing Regulations.

MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES

During the year under review the Board met four times viz. May 24 2018 August 92018 November 13 2018 and February 12 2019.

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 alongwith composition numberof meetings of all other Board Committees held during the year under review and attendanceat the meetings are provided in the Report on Corporate Governance forming a part of theAnnual Report. During the year under review all the recommendations of the AuditCommittee 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 theGuidance Note on Board evaluation issued by SEBI the Board of Directors of the Companycarried out the formal annual evaluation of its own performance and that of its Committeesand individual Directors interalia to assess the skill set and contribution that aredesired recognising that competencies and experiences evolves over time. The evaluationprocess also covered various aspects of the Board functioning such as composition of theBoard and its Committees experience and competencies performance of specific duties andobligations governance issues etc. The process was conducted by allowing the Board toengage in candid discussions with each Director with the underlying objective of takingbest possible decisions in the interest of the Company and its stakeholders. The Directorswere individually evaluated on well-defined parameters which interalia comprised oflevel of engagement and their contribution to strategic planning and other criteria basedon performance and personal attributes of the Directors. During the process of evaluationthe Board of Directors also considered the criteria for evaluation of performance ofIndependent Directors and the Board of Directors formulated by the Nomination andRemuneration Committee. The Board of Directors also reviewed and deliberated the review ofperformance of the Chairman (taking into account the views of non-executive directors)the Non-independent Directors and the Board as a whole carried out by the IndependentDirectors. In conclusion the Board of Directors was satisfied with the performance andfunctioning of the Board its Committees and individual members. The manner in whichformal annual evaluation has been carried out by the Board of Directors is given in theReport on Corporate Governance which forms a part of the Annual Report.

SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

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 ofManager & CEO based on their qualifications expertise positive attributes andindependence in accordance with prescribed provisions of the Companies Act 2013 and rulesframed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The NRC in addition to ensuring diversity of race and gender also considers theimpact the appointee would have on Board's balance of professional experience backgroundview 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 Directors KeyManagerial personnel and senior Managerial personnel. The guiding principles of theRemuneration Policy are stated in the Report on Corporate Governance which forms part ofthe Annual Report. The Remuneration Policy is uploaded on the website of the Company andthe weblink of the same isHREF="http://birlacable.com/pdf/remuneration-policy-birlacable.pdf">http://birlacable.com/pdf/remuneration-policy-birlacable.pdf.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) of the Companies Act 2013 the Companyhas implemented a Vigil Mechanism Policy/Whistle Blower Policy to deal with instances offraud and mis-management if any and conducting business with integrity including inaccordance with all applicable laws and regulations. No employee has been denied access tothe Vigilance Officer as well as Chairman of the Audit Committee. The details of the VigilMechanism and Whistle-Blower Policy are explained in the Report of Corporate Governanceand also posted on the website of the Company.

MAINTENANCE OF COST RECORDS

The requirement of maintenance of cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 and have the audit of itscost records conducted by a Cost Accountant is applicable in respect of certain specifiedproducts of the Company and accordingly such accounts and records are made and maintainedby the Company.

AUDITORS

In terms of the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended vide the Companies (Amendment) Act2017 and the Companies (Audit and Auditors) Amendment Rules 2018 respectively Messrs JainPramod Jain & Co. Chartered Accountants (Firm Registration No. 016746 N) wereappointed as Statutory Auditors of the Company to hold office for a term of five (5) yearsuntil the conclusion of the Thirtieth Annual General Meeting of the Company to be held forthe financial year 2021-22 and their appointment is not required to be ratified each yearat Annual General Meeting of the Company. The Auditors have confirmed to the Company thatthey continue to remain eligible to hold office as the Auditors and not disqualified forbeing so appointed under the Companies Act 2013 the Chartered Accountants Act 1949 andthe rules and regulations made thereunder.

The Board of Directors has on the recommendation of the Audit Committee re-appointedMessrs D. Sabyasachi & Co. Cost Accountants (Registration No. 000369) as CostAuditors for conducting the audit of the cost records maintained by the Company in respectof 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 AuditCommittee. The remuneration together with applicable tax thereon and reimbursement of outof pocket expenses to be paid to the Cost Auditors is subject to ratification by themembers in the ensuing Annual General Meeting of the Company. The Cost Audit Report inrespect of applicable specified products for the financial year ended March 312018 wasfiled by the Company on August 212018.

AUDITORS' REPORT

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.

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 Practicing Company Secretaries (PCS Registration no.14474) wereappointed to undertake the Secretarial Audit of the Company for the year ended March312019. The Report of the Secretarial Auditor is given in the prescribed form inAnnexure-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 MessrsR.K.Mishra & Associates in the Secretarial Audit Report which calls for any commentsor explanations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has proper system in place to ensure compliance with the provisions ofapplicable Secretarial Standards. During the year under review your Company has compliedwith 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 ofCompany Secretaries of India.

RELATED PARTY TRANSACTIONS

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:HREF="http://www.birlacable.com/pdf/RPTPolicy_BCL.pdf">http://www.birlacable.com/pdf/RPTPolicy_BCL.pdf

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

The particulars of Loans Guarantees and Investment 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.

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 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.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as provided under Section 92(3) of the Companies Act2013 is given in Annexure V which is attached hereto and forms part of the Directors'Report which is also placed on the Company's website atHREF="http://birlacable.com/pdf/MGT-9-BCL.pdf">http://birlacable.com/pdf/MGT-9-BCL.pdf.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of an employee of the Company are given in Annexure- VIwhich 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 theCompanies (Accounts) Rules 2014 the information on Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo are given in Annexure-VII which isattached hereto and forms a part of the Directors' Report.

GENERAL

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) 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.

(b) 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 no case was filed or reported in pursuance to the provisions of thesaid Act.

(c) There are no adverse material changes or commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany 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(2) of the CompaniesAct 2013 and rules if any made thereunder.

ACKNOWLEDGEMENT

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 valuable contribution in the improved financial performance of the Company.

Yours faithfully
Harsh. V.Lodha Chairman
(DIN: 00394094)
D.R.Bansal
(DIN: 00050612)
Aravind Srinivasan
(DIN: 00088037)
Arun Kishore
(DIN: 00177831) Directors
K.Raghuraman
(DIN: 00320507)
Archana Capoor
(DIN: 01204170)
New Delhi May 17 2019