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Birla Cable Ltd.

BSE: 500060 Sector: Engineering
NSE: BIRLACABLE ISIN Code: INE800A01015
BSE 00:00 | 06 Dec 158.05 -0.70
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158.00

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165.65

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157.05

NSE 00:00 | 06 Dec 157.95 -0.65
(-0.41%)
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OPEN 158.00
PREVIOUS CLOSE 158.75
VOLUME 131155
52-Week high 177.70
52-Week low 79.20
P/E 17.37
Mkt Cap.(Rs cr) 474
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 158.00
CLOSE 158.75
VOLUME 131155
52-Week high 177.70
52-Week low 79.20
P/E 17.37
Mkt Cap.(Rs cr) 474
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

TO THE SHAREHOLDERS

The Board of Directors has the pleasure of presenting its ThirtiethAnnual Report of the business and operations of your Company together with the AuditedFinancial Statements of the Company for the financial year ended March 312022.

SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANY?S AFFAIRS

Description Amount (Rs in lakhs)
2021-22 2020-21
Revenue from Operations 53544.73 32852.33
Other Income 269.50 183.35
Earnings before Finance Costs Depreciation and Tax 4615.42 2700.36
Finance Costs 615.73 483.69
Profit before Depreciation and Tax 3999.69 2216.67
Depreciation and Amortization 1076.17 1120.75
Profit before Tax 2923.52 1095.75
Tax Expenses 749.81 275.51
Net Profit for the year 2173.71 820.24

The financial statements for the financial year ended March 31 2022have been prepared in accordance with Ind AS in terms of the provisions of Section 133 ofthe Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015as amended from time to time.

GENERAL & CORPORATE MATTERS

During the year under review your Company achieved Revenue fromoperations of Rs 53544.73 lakhs as compared to Rs 32852.33 lakhs in the previous year(increase of about 62.99 %). The robust increase in the order flow is mainly due toenhanced off-take by the domestic players and also persistent demand from the exportmarket. The Profit before Depreciation and Tax for the year stood at Rs 3999.69 lakhs ascompared to Rs 2216.67 lakhs in the previous year. This enhanced performance is madepossible despite the COVID-19 Pandemic situation with its sweeps of 2nd and 3rd wavesduring the financial year 2021-22.

The year 2021 saw the revival of Optical Fibre Cable Industry in termsof surge in demand for cables mainly on account of deployment of 5G Networks and FTTxnetworks all across the globe. The initial outlook from the beginning of 2022 is alsobright. The market sources expects all the major countries to post positive cable demandgrowth this year with key markets such as China the USA India and Europe. All thesemarkets including India all set for a + 6% expansion in cable deployments. As per thelatest CRU Reports the global optical fibre cable demand is expected to grow in theregion of 9% on a year-on-year basis in 2022. Based on this forecasts this marks thehighest growth rate since 2017 and will help push the total deployments towards the 545MFKM level.

India is also witnessing a surge in the optical fibre cablerequirements with restarting of stalled government driven projects and the private telecomoperators? renewed push in the new roll-outs.

Export market is showing upward momentum with the increase in therollout of optical fibre cables network across various geographies propelled by therespective government?s stimulus packages and grants being extended to the playersfor bringing up the broadband connections at the subscribers? doorsteps.

CAPITAL EXPENDITURE

During the year under review the Company continued its focus onjudicious capital allocation and incurred capital expenditure aggregating to Rs 661.51lakhs consisting of addition to (a) Plant & Equipment of Rs 650.34 lakhs; and (b)Other Fixed Assets of Rs 11.17 lakhs for further capacity expansion/augmentation.

DIVIDEND

After considering the Company?s profitability free cash flowoverall financial performance and other parameters the Board of Directors of your Companyis pleased to recommend a Dividend of Rs 1.50/- (previous year Rs 1/-) per equity share offace value Rs 10/- each (i.e.15%) for the financial year ended on March 312022. Thepayment of Dividend will be subject to deduction of Tax at source as per the prescribedrate under Income Tax Act 1961 and rules made thereunder. The distribution of Dividend onequity shares if approved by the Members at the ensuing Annual General Meeting willresult in pay out of Rs 450.00 lakhs. No amount has been transferred to the GeneralReserve for the financial year 2021-22.

UNPAID DIVIDEND

The disclosure relating to year wise amount of unpaid/unclaimeddividend lying in Unpaid Dividend account and the corresponding shares which are liable tobe transferred to the Investor Education and Protection Fund (IEPF) during the currentfinancial year and the due date of such transfer is provided in the Corporate GovernanceReport which is a part of the Annual Report.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at March 312022stood at Rs 3000.00 lakhs. During the year under review the Company has neither issuedshares with differential rights as to dividend voting or otherwise nor has granted stockoptions or sweat equity under any scheme. Further none of the Directors of the Companyholds investments convertible into equity shares of the Company as on March 312022.

During the Financial Year 2021-22 the Company has not issued changedreclassified or sub-divided converted or reduced any Equity Shares/Convertible Securities/Warrants/ Sweat Equity Shares/Employee Stock Options and there is no change in votingrights and buy back of shares.

DEPOSITS/FINANCE

Your Company has not accepted any public deposits 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 by focusing on cashflows and working capital management. The Company?s financial discipline and prudenceis also reflected in the reasonable credit rating ascribed by the rating agencies.

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 timeto time ("Listing Obligations") the Management Discussion & AnalysisReport on Corporate Governance and a certification by the Chief Executive Officer (CEO)confirming compliance by all the Board Members and Senior Management Personnel withCompany?s Code of Conduct and Auditors? Certificate regarding compliance ofconditions of Corporate Governance are made a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a part of its initiative under Corporate Social Responsibility(CSR) your Company has undertaken CSR projects and programmes in the areas of (i) Animalwelfare; (ii) Promoting education and employment Enhancing Vocational Skills amongchildren and Livelihood Enhancement Project; (iii) Ensuring Environmental SustainabilityEcological balance Conservation of natural resources and maintaining quality of Soil Airand Water; (iv) Eradicating hunger poverty and malnutrition promoting health careincluding preventive health care and sanitation and making available safe drinking waterand disaster management including relief and rehabilitation activities; and (v) Promotinghealth care including preventive health care. These activities are largely in accordancewith Schedule VII of the Companies Act 2013 read with Companies (Corporate SocialResponsibility Policy) Rules 2014 and the Company?s CSR Policy.

The Annual Report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 is given in Annexure-I which isattached hereto and forms a part of the Directors? Report. The Corporate SocialResponsibility Policy of the Company is available on the website of the Company i.e.https://www.birlacable.com/Investor_Relation/Disclosure_Regulation46(2)/Company?s_Policies/CSR-Policy-27.03.2021.pdf DIRECTORS? RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:

(a) that in the preparation of the annual financial statements for theyear ended March 312022 the applicable accounting standards read with requirements setout under Schedule III to the Companies Act 2013 have been followed and there are nomaterial departures from the same;

(b) that such accounting policies as mentioned in Notes to theFinancial Statements have been selected and applied consistently and judgement andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 312022 and of the profit of theCompany for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) that the annual financial statements have been prepared on a goingconcern basis;

(e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; and

(f) that proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL CONTROL SYSTEMS

Your Company?s system of financial and compliance controls withreference to the financial statements and risk management is embedded in the businessprocess by which the Company pursues its objectives. Additionally the Audit Committee andthe Board of Directors assess and monitor regularly the framework for identificationevaluation and prioritization of risks mechanism to mitigate risks process thatmethodically track governance objectives risk ownership/accountability compliance withpolicies and decisions that are set through the governance process risks to thoseobjectives and services and effectiveness of risk mitigation and controls besides inherentrisks associated with the products/goods and services dealt with by the Company. YourCompany?s approach to address business risks and compliance functions iscomprehensive across the business and includes periodic review of such risks and aframework for mitigating and reporting mechanism of such risks. In the opinion of theBoard of Directors there are no material risks which may threaten the existence of theCompany.

The Company has laid down the policies and procedures for internalfinancial controls for ensuring the orderly and efficient conduct of its business inorder to achieve the strategic operational and other objectives over a long period andthat its exposure to risks are within acceptable limits. In addition the policies andprocedures have been designed with an intent to ensure safeguarding of Company?sassets the prevention and detection of frauds and errors the accuracy in completeness ofthe accounting records and the timely preparation of reliable financial information.

The management is committed to ensure effective internal financialcontrols environment which provides assurance on the efficiency of Company?sbusiness operations coupled with adherence to its established policies safety/security ofits assets besides orderly and legitimate conduct of business in the circumstances whichmay reasonably be foreseen. The Company has defined organisation structure authoritylevels delegated powers internal procedures rules and guidelines for conductingbusiness transactions. The Company?s system and process relating to internal controlsand procedures 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 anextensive program of internal audit by an independent firm of Chartered Accountants.Internal audits are conducted at regular intervals and a summary of the observations andrecommendations of such audits are placed before the Audit Committee. The InternalAuditors as well as the Audit Committee 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 allapplicable laws to the Company which were effective and operative. At quarterly intervalsthe Company Secretary & Compliance Officer places before the Board a certificatealongwith a detailed statement certifying compliance of various laws and regulations asapplicable to the business and operations of the Company after obtaining confirmation fromall functional heads responsible for compliance of such applicable laws and regulations.The Company Secretary is responsible for compliance of corporate laws including theCompanies Act 2013 SEBI Act and rules/guidelines other corporate laws/rules andregulations and Listing Regulations including any statutory amendment(s) modification(s)or enactment(s) thereto to the extent apply and extend to the Company.

INDUSTRIAL RELATIONS AND SAFETY

Industrial relations remained cordial throughout the year. YourDirectors recognize and appreciate the sincere and hard work loyalty dedicated effortsand contribution of all the employees in the continued satisfactory financial performanceof the Company. The Board would also like to place on record its appreciation fordedicated and exemplary services rendered by employees at all levels in the prevailingchallenging times in ensuring safe and reliable operations throughout the year. TheCompany?s management stands stoically with all employees and their familiescommitted to their safety security and well-being during the pandemic and has put inplace all appropriate measures to this effect.

Your Company continues to accord a very high priority to bothindustrial safety and environmental protection and these are ongoing process at theCompany?s plant and facilities to maintain high awareness levels. Your Company isconscious of the importance of environmentally clean and safe operations so as to ensuresafety of all concerned and compliance of applicable environmental regulations and to thisend working continuously towards reduction in waste for disposal. The Company as a policyre-evaluates safety standards and practices from time to time in order to raise the bar ofsafety standards for its people as well as users and customers.

RECOGNITION

Your Company?s manufacturing facilities continue to remaincertified by independent and reputed external agency as being compliant as well as alignedwith the external standards for Quality Management System ISO 9001:2015 TL:9000:2016R6.2/R.5.6(H) Environmental Management Standards ISO 14001:2015 Occupational Health andSafety (OH&S) Management System ISO 45001:2018 Business Continuity Management SystemISO 22301:2012 and Information Security Management System ISO/IEC 27001:2013 Standards fordesign development and manufacture of optical fibre cables ribbon type optical fibrecables polyethylene insulated jelly filled telecommunication cables copper communicationcables insulated wire & cables electric conductors and copper cable assemblies andsupply of accessories for optical fibre cables & copper cables and support processes.During the year the audits for these Certifications established continuous improvement inperformance against these standards.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act2013 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 beingeligible has offered himself for re-appointment as a Director of the Company. The Boardrecommends his re-appointment for the consideration of the members of the Company at theensuing Annual General Meeting. As required under the Regulation 36(3) of the ListingRegulations 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 Annexureto 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 Shri ShalendraKumar Thakur Chief Financial Officer and Shri Somesh Laddha General Manager (Accounts)& Secretary are the Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri R.C. Tapuriah Dr.Aravind Srinivasan Shri Arun Kishore Shri K. Raghuraman and Smt. Archana Capoor haveseverally given a declaration pursuant to Section 149(7) of the Companies Act 2013 thatthey meet the criteria of Independence as laid down under Section 149(6) of the CompaniesAct 2013 and that they are registered in the data bank of Indian Institute of CorporateAffairs for life time as per Section 150 of the Companies Act 2013 and rules made thereunder. They have also furnished the Declaration and Confirmation pursuant to Regulation25(8) of the Listing Regulations affirming compliance to the criteria of Independence asprovided under Regulation 16(1)(b) of the Listing Regulations as amended. The IndependentDirectors have individually confirmed that they are not aware of any circumstances orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence. Based on the declarations and confirmations of the IndependentDirectors and after undertaking due assessment of the veracity of the same the Board ofDirectors recorded 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 5 times viz. on June 182021 August 11 2021 September 9 2021 November 12 2021 and February 9 2022.

As required under Section 177(8) read with Section 134(3) of theCompanies Act 2013 and the rules framed thereunder the composition and meetings of theAudit Committee were in line with the provisions of the Companies Act 2013 and theListing Regulations details of which alongwith composition number of meetings of allother Board Committees held during the year under review and attendance at the meetingsare provided in the Report on Corporate Governance forming a part of the Annual Report.During the year under review all the recommendations of the Audit Committee were acceptedby the Board of Directors.

PERFORMANCE EVALUATION OF BOARD COMMITTEES AND DIRECTORS

Pursuant to the Provisions of the Companies Act 2013 and ListingRegulations and the Guidance Note on Board Evaluation issued by SEBI the Board ofDirectors of the Company carried out the annual evaluation of its own performance and thatof its Committees and individual Directors interalia to assess the skill set andcontribution that are desired recognising that competencies and experiences evolves overtime. The manner in which annual evaluation has been carried out by the Board of Directorsis 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 forevaluation of performance of Independent Directors and the Board of Directors formulatedby the Nomination and Remuneration Committee. The Independent Directors carried out theannual performance evaluation of the Chairman (taking into account the views ofnon-executive directors) the Non-Independent Directors and the Board as a whole and thesame was also reviewed and deliberated by the Board of Directors. The performanceevaluation of independent directors was carried out by the entire Board of Directorsexcluding the directors being evaluated. In conclusion the Board of Directors wassatisfied with the performance and functioning of the Board its Committees and individualmembers.

SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Board of Directors in consonance with the recommendation ofNomination and Remuneration Committee (NRC) has adopted a terms of reference whichinteralia deals with the criteria for identification of members of the Board of Directorsand selection/appointment of the Key Managerial Personnel/Senior Management Personnel ofthe Company. The NRC recommends appointment of Director/ appointment or re-appointment ofManager & CEO based on their qualifications expertise positive attributes andindependence/ professional expertise in accordance with prescribed provisions of theCompanies Act 2013 and rules framed thereunder and Listing Regulations. The NRC inaddition to ensuring diversity of race and gender also considers the impact the appointeewould have on Board?s balance of professional experience background viewpointsskills and areas of expertise.

The Board of Directors in consonance with the recommendation ofNomination and Remuneration Committee has also adopted the Remuneration Policy for theDirectors Key Managerial Personnel and Senior Managerial Personnel. The guidingprinciples of the Remuneration Policy are stated in the Report on Corporate Governancewhich forms part of the Annual Report. The Remuneration Policy is uploaded on the websiteof the Company and the weblink of the same ishttps://www.birlacable.com/Investor_Relation/Disclosure_Regulation46(2)/Company?s_Policies/Remuneration-Policy-17.05.2019.pdfVIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) of the Companies Act2013 the Company has implemented a Vigil Mechanism Policy/ Whistle Blower Policy to dealwith instances of fraud and mis-management if any and conducting business withintegrity including in accordance with all applicable laws and regulations. No employeehas 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 Report on Corporate Governance and also posted on the website of the Company.

MAINTENANCE OF COST RECORDS

The requirement of maintenance of cost records as specified by theCentral Government under sub-section (1) of section 148 of the Companies Act 2013 andhave the audit of its cost records conducted by a Cost Accountant is applicable inrespect of certain specified products of the Company and accordingly such accounts andrecords are made and maintained by the Company. AUDITORS

Messrs Jain Pramod Jain & Co. Chartered Accountants (FirmRegistration No. 016746 N) holds office of the Auditors of the Company until theconclusion of the ensuing 30th AGM of the Company. Under Section 139 of theCompanies Act 2013 and the Rules made thereunder the Board of Directors on therecommendation of the Audit Committee has recommended to the members for appointment ofMessrs V. Sankar Aiyar & Co. Chartered Accountants (Firm Registration No.109208W) asAuditors of the Company for a term of five (5) consecutive years commencing from theconclusion of 30th AGM till the conclusion of the 35th AGM in placeof Messrs Jain Pramod Jain & Co. Chartered Accountants. Messrs V. Sankar Aiyar &Co. Chartered Accountants has consented to the said appointment and confirmed that theirappointment if made would be within the limits specified under Section 141(3)(g) of theAct. They have further confirmed that they are not disqualified to be appointed asstatutory auditors in terms of the provisions of the proviso to Section 139(1) Section141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit andAuditors) Rules 2014. The Board placed on record its appreciation for the contributionMessrs Jain Pramod Jain & Co. Chartered Accountants during their tenure as StatutoryAuditors of the Company.

The Board of Directors has on the recommendation of the AuditCommittee re-appointed Messrs D. Sabyasachi & Co. Cost Accountants (Registration No.000369) as Cost Auditors for conducting the audit of the cost records maintained by theCompany in respect of certain specified products of the Company covered under theCompanies (Cost Records and Audit) Rules 2014 and fixed their remuneration based on therecommendation of the Audit Committee. The remuneration together with applicable taxthereon and reimbursement of out of pocket expenses to be paid to the Cost Auditors issubject to ratification by the members in the ensuing Annual General Meeting of theCompany. The Cost Audit Report in respect of applicable specified products for thefinancial year ended March 312021 was filed by the Company on September 6 2021.

AUDITORS? REPORT

The Auditors? Report on the financial statements of the Companyforms a part of the Annual Report. There is no qualification reservation adverse remarkdisclaimer or modified opinion in the Auditors? Report which calls for any furthercomments or explanations. Further during the year under review the Auditors have notreported any matter under Section 143(12) of the Companies Act 2013 therefore no detailis required to be disclosed in pursuance to Section 134(3)(ca) of the Companies Act 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014Messrs R.K. Mishra & Associates Practicing Company Secretaries (PCS Registrationno.14474) were appointed to undertake the Secretarial Audit of the Company for the yearended March 31 2022. The Report of the Secretarial Auditor is given in the prescribedform in Annexure-II which is attached hereto and forms a part of the Directors?Report.

No qualification or observation other remarks or disclaimer have beenmade by Messrs R.K. Mishra & Associates in the Secretarial Audit Report which callsfor any comments or explanations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has proper system in place to ensure compliance with theprovisions of applicable Secretarial Standards. During the year under review your Companyhas complied with applicable provisions of Secretarial Standard on Meetings of the Boardof Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by theInstitute of Company Secretaries of India. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Companyduring the financial year under review were generally on arms? length basis and inthe ordinary course of business. The disclosure of related party transactions as requiredunder 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 isattached hereto and forms a part of the Directors? Report. There are no materialsignificant related party transactions entered into by the Company with its PromotersDirectors Key Managerial Personnel or other designated persons which may have apotential conflict with the interest of the Company at large.

All related party transactions are placed before the meeting(s) ofAudit Committee for its review and approval. Prior omnibus approval of the Audit Committeeis obtained on an annual basis for a financial year for the transactions which are of aforeseen and repetitive in nature. The statement giving details of all related partytransactions entered into pursuant to the omnibus approval together with relevantdocuments/ information are placed before the Audit Committee for review and updation onquarterly basis. In consonance with the recommendations of the Audit Committee the Boardof Directors in its meeting held on February 9 2022 has duly approved the Company?samended Policy on materiality and dealing with Related Party Transactions (‘RPTPolicy?) effective from April 12022 in line with the applicable provisions of theListing Regulations as amended. The RPT Policy is uploaded on the Company?s websiteand can be accessed at weblink:https://www.birlacable.com/Investor_Relation/Disclosure_Regulation46(2)/Company?s_Policies/Policy-of-Related-Party-Transcations-09.02.2022.pdf

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE

Your Company has incorporated a wholly owned subsidiary in the name ofBirla Cable Infrasolutions DMCC at UAE which has not yet commenced any operations. TheCompany shall subscribe 50 Equity Shares of AED 1000 each towards the Share Capital of thesaid subsidiary company. The Board of Directors in their meeting held on May 24 2022 hasapproved a Policy for Determining

Material Subsidiaries in compliance with the provisions of Regulation16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 whichis available on the website of the Company having following web linkhttps://www.birlacable.com/Investor_Relation/Disclosure_Regulation46(2)/Company?s_Policies/Policy-for-determining-material-subsidiaries-24.05.2022.pdfThe Company is not having any Associate or Joint Venture Company.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT 2013

The particulars of Loans Guarantees and Investment in pursuance toSection 186 of the Companies Act 2013 have been disclosed in the financial statementsread together with Notes annexed to and forming an integral part of the financialstatements. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELETC.

As required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Statement of Disclosure of Remuneration and such other details as prescribedtherein are given in Annexure-IV which is attached hereto and forms a part of theDirectors? Report.

ANNUAL RETURN

Annual Return of the Company as per Section 92(3) of the Companies Act2013 is uploaded on website of the Company and the same can be accessed at the weblinkhttps://www.birlacable.com/Investor_Relation/Disclosure_Regulation46(2)/Annual-Return.pdfPARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of an employee of the Company are given inAnnexure-V which is attached hereto and forms a part of the Directors? Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO

As required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 the information on Conservation ofEnergy Technology Absorption and Foreign Exchange Earnings and Outgo are given inAnnexure-VI which is attached hereto and forms a part of the Directors? Report.

GENERAL

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions or events on these itemsduring the year under review:

(a) No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status of the Company and itsoperations in future.

(b) The Company has zero tolerance towards sexual harassment atworkplace and has adopted a Policy on prevention prohibition and redressal of sexualharassment at workplace in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder.During the year under review no case was filed or reported in pursuance to the provisionsof the said Act.

(c) There have been no material changes and commitments which affectthe financial position of the Company that have occurred between the end of the financialyear to which the financial statements relate and the date of this Report save and exceptsevere contraction in business activities due to extended lockdown imposed by the Centraland State Government authorities in India considering public health and safety due tooutbreak of COVID-19 pandemic and the resultant challenging business and operatingenvironment.

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

(e) The Company has neither filed any application under the Insolvencyand Bankruptcy Code 2016 (31 of 2016) as amended from time to time nor has availed onetime settlement with respect to any loans from banks or financial institutions.

ACKNOWLEDGEMENT

The Board of Directors desires to place on record its gratefulappreciation for the excellent assistance and co-operation received from the StateGovernment and continued support extended to the Company by the bankers investorsvendors esteemed customers and other business associates. Your Directors also wish toplace on record their sincere thanks and infinite appreciations to all the employees ofthe Company for their unstinted commitment and valuable contribution in the improvedfinancial performance of the Company.

For and on behalf of the Board of Directors
Harsh V. Lodha R.C.Tapuriah
Chairman Director
Place : Satna Date : May 24 2022 (DIN: 00394094) (DIN: 00395997)

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