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Finolex Cables Ltd.

BSE: 500144 Sector: Engineering
NSE: FINCABLES ISIN Code: INE235A01022
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OPEN 512.20
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VOLUME 22279
52-Week high 608.65
52-Week low 350.60
P/E 19.93
Mkt Cap.(Rs cr) 7,644
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 512.20
CLOSE 512.10
VOLUME 22279
52-Week high 608.65
52-Week low 350.60
P/E 19.93
Mkt Cap.(Rs cr) 7,644
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Finolex Cables Ltd. (FINCABLES) - Director Report

Company director report

To the Members

Your Board of Directors have pleasure in presenting the 53rd Annual Reportand Audited Accounts of the Company for the Financial Year ended March 31 2021.

Financial Results

The summarized financial results for the year are as under:

(Rs. in Crores)

STANDALONE

CONSOLIDATED

2020-21 2019-20] 2020-21 2019-20
INCOME
Revenue From Operations (Net) 2768.1 2877.3 2768.1 2877.3
Other Income 77.0 171.9 77.0 91.5
Total 2845.1 3049.2 2845.1 2968.8
EXPENDITURE
Material Costs 2051.4 2083.4 2051.4 2083.4
Employee Benefit Expenses 137.9 149.5 137.9 149.5
Finance Costs 0.8 1.6 0.8 1.6
Depreciation Amortization and impairment 39.0 38.9 39.0 38.9
Other Expenses 224.0 274.5 208.6 261.0
Total 2453.0 2547.9 2437.7 2534.4
Profit Before share of Net Profit of Investments accounted for using equity method and tax 392.1 501.3 407.5 434.4
Share of Net Profits of an Associate and Joint Ventures accounted for using equity Method - 223.4 77.6
Profit Before Tax 392.1 501.3 630.9 512.0
Tax Expenses:
Current Tax 112.6 123.2 112.6 123.2
Deferred Tax (3.4) (24.4) 56.8 (2.2)
Total Tax 109.2 98.8 169.4 121.0
Profit After Tax 282.9 402.5 461.5 391
Total Other Comprehensive Income/(Expenses) for the year 33.3 (40.6) 33.5 (41.4)
Total Comprehensive Income for the year 316.2 361.9 494.9 349.6

Global Economic Scenario

The year 2020 has been marked in the history of the world as the year of the Covid-19pandemic also marked by many as the 'Crisis of the Century'. A time when 'saving humanlives' became the principal agenda of the world. The global economy which was alreadyfacing challenges with the trade situations between US-China Britain-EU and thestruggling African Asian and Latin American economies went into an economic depressionwith the widespread pandemic and the steps/measures taken world-wide to contain the virus.Complete lockdowns and subsequent partial lock-downs brought economic activities to a haltresulting in the global world output contracting by a staggering 3.3% of whichapproximately 4.7% contraction witnessed by the Advanced Economies against a 2.2%contraction witnessed by the Emerging Markets and Developing Economies.

Economies world-over slowly opened up after June 2020 and were boosted by variousfinancial packages stimuli and policy support measures which resulted in increaseddemand and consumption paving ways for economic recoveries. Based on such economicrecoveries and vaccine drives in major advanced economies the global world output isprojected to recover and grow at 6% in 2021 and 4.4% in 2022. These projections andstrength of recoveries however remain highly uncertain with the changing phases of thepandemic that has been witnessing widespread surges across various nations with new virusvariants and the challenges faced by such nations with effectiveness of policy supportstress on medical infrastructure and execution of vaccine drives.

Industrial production and merchandise trade volumes have returned to pre-pandemiclevels even as the services sector remains under stress with slower demand. Financialmarkets across the world have witnessed recoveries and growth which continue to be indiscord with real economic conditions. Commodity prices including metal and oil pricescontinue to rise and are projected to accelerate strongly in 2021. (Source: IMF WorldEconomic Outlook April 2021)

Indian Economic Scenario

India suffered huge economic consequences after the country imposed one of the tightestlockdowns in the world with complete closure of economic activity for the months of Apriland May 2020. The Indian economy contracted by a staggering 8% during 2020-21 withwidespread disruptions witnessed across all sectors. Manufacturing constructionhospitality and real-estate sectors were the hardest hit even as the services sectorshifted completely to the 'work from home' culture thereby floating during the closure.

This period witnessed an exodus of millions of migrant workers from industrial andurban areas to their villages which later resulted in the industrial challenge ofunavailability of unskilled and/or cheap labor thereby affecting the cost structures ofmost industries. The country started opening up its economic activity from June 2020 in aphased manner. The agricultural sector which had been able to successfully support themammoth population of country continued to be the silver lining as other sectors startedpicking up activities.

Policy decisions implemented by the Government along-with the declaration of Rs.20 lakhcrore stimulus package in the form of 'Atmanirbhar Bharat' the details of which have beenincluded under the MD&A forming part of this report. To summarize the initiativefocused on infrastructure spending and boosting consumption thereby paving way foreconomic recovery. The package specifically focused on empowering various sectorsincluding the MSME sector which had been struggling with liquidity NBFCs and HFCs powerdistribution companies migrant labors with the 'one nation one ration card' schemecredit facilities to street vendors Kisan Credit Cards to farmers fishermen and animalhusbandry providing credit at concessional rates farmer's product logistics includingcold chains and post-harvest management. This along-with earlier schemes such as BharatNet Digital India Make in India Smart Cities project Economic corridors PradhanMantri Awas Yojana (PMAY) focus on thorough economic revival.

In the following quarters while the government focused on sustaining the medicalactivities strong demand from the economy resulted in brisk recoveries for industrialmanufacturing services financial sectors and the financial markets with the benchmarkBSE and NSE indices reaching life-time highs. The country has been experiencing a massivesecond wave of the pandemic even as vaccination drive remains at an infant stage andmajority of the States are getting into complete/partial lockdowns once again to containthe second wave. Although the uncertainties around India's economic performance remainprevalent the Indian economy is expected to perform well with the IMF-World EconomicOutlook projecting a 12.5% growth for 2021 whereas the PIB GOI Economic Survey of Indiapegging the same at around 11%.

Performance of the Company

The year 2020-21 posed consistent challenges throughout fiscal. With the declaration ofthe lockdown the operations of the Company like all its counterparts were closed foralmost two months. During this period the Company paid full salaries to all itsemployees. Employees were encouraged to work from home to manage back-office operations.The Company management and function heads during this time planned the strategies forpost-lockdown time which helped the Company get back on track with the operationsimmediately after the opening of the lockdown. Revenue started picking up as the economiccycle moved and the Company posted modest results for the first two quarters despite thehard challenges. During the subsequent quarters the Company posted decent recoveriesriding on its strong balance sheet position and cost efficient model.

Total Income

Revenue achieved during the current year was Rs.2768.1 Crores as against Rs. 2877.3Crores in the previous year resulting in a 3.8% de-growth. The contraction was witnessedacross major product segments with Electrical Cables registering 2.2% and CommunicationCables registering 21.4% contraction. Consumer Products segment however achieved a 27.4%year-on-year growth. Total Income for the year stood at Rs. 2845.1 Crores as against Rs.3049.2 Crores in the previous year.

Profit After Tax was recorded at Rs. 282.9 Crores as against Rs.402.5 Crores during theprevious resulting i n a contraction of 29.7%. Although the sales values achieved wereonly marginally lower than the previous year volumes recorded were even lower. The lowervolumes were compensated by increase in the selling prices as a consequence of increasingcommodity/raw material prices experienced throughout the year. Other Income saw asignificant decrease with negligible dividend income during the year as against Rs. 80Crores received in the previous year on account of an associate declaring regular andinterim dividend during the previous year. This was on account of many companies declaringinterim dividends during FY 2019-20 owing to the change in the taxability of dividendsdeclared which would later be taxable in the hands of the recipients.

Electrical Cables segment which contributes approximately 83% of the Company's totalrevenue caters to the Real Estate market and therefore the segment's performance dependson the performance of the Real Estate sector. The Real estate sector which had startedrecovering after setbacks from demonetization GST RERA and the NBFC crisis went into alimbo during the lockdown. Although the last quarter showed signs of revivaluncertainties surrounding the economy hampered declaration of newer projects. While thecompleted residential projects experienced sluggish net absorption with uncertainties inthe job market the commercial space market showed major disruptions with existingcommercial spaces viz office spaces used by the services/IT & ITES sectorshospitality sector education sector and shopping malls/retail sector experiencing low tonegligible footfall thereby posting negligible demand. This scenario however is expectedto be of temporary nature and the real estate sector is expected to bounce back in thefollowing years. (Source: JLL India Real Estate outlook 2021)

The Management Discussion and Analysis (MDA) forming part of this Report in Annexure A- I inter-alia deals adequately with the operations as well as the current and futureoutlook of the Company.

The SEBI LODR COVID 19 report forming part of this Report in Annexure A - IIinter-alia deals with the impact of COVID 19 on the operations of the Company and theshort-term future outlook.

Exports:

The global economic activity remained under stress and the Company's exports whichalthough grew by 20.2% year-on-year stood at a modest Rs. 30.9 Crores as against Rs. 25.7Crores during the previous year.

Finance

The short term debt programs of your Company continue to be rated by CRISIL. Since thelast few years these have been accorded the highest ratings that CRISIL issues (A1+).CRISIL has also rated the AA+ stable rating for the Company's long term debt offerings.During the year no debt papers were issued. As on the date of this report your Companycontinues to remain debt free.

Financial costs have been contained to the minimum required levels. The Companycontinues to meet all its financial commitments in a timely manner.

Dividend

Based on the Company's performance the Directors are pleased to recommend a Dividendof Rs.5.5per equity share i.e.275 % of the face value of Rs. 2 each for approval of themembers at the ensuing Annual General Meeting. The total dividend outgo would involve acash outflow of Rs. 84.1 Crores.

As required by the SEBI (Listing Obligations and Disclosure Requirements) (SecondAmendment) Regulations 2016 the Company has formulated and adopted a dividenddistribution policy which is available on the Company's website www.finolex.com

Transfer to Reserves

The Company has not transferred any amount to the reserves during the current financialyear.

Fixed Deposits

During the year under review the Company has not accepted any deposit covered underChapter V of the Companies Act 2013.

Change in Nature of Business

There has been no change in the nature of business of the Company during the year underreview.

New Products and Expansion

Conduit Pipe

The Company has added Conduits & fittings to its repertoire. The Conduits aremanufactured at its state of the art GOA plant from specially formulated PVC to meet themost stringent Indian & International Standards. These are made of high impactresistance materials which make them safe to use across varied environmental conditions.High-quality product manufactured using the latest equipment along with a robustdistribution network works in favor of this project.

Others

The Company has committed a capex of Rs. 200 crores over the year for enhancing themanufacturing capabilities at Urse Pune and Verna Goa. This capex is directed towardsenhancing production capabilities to meet the requirements of the Solar Power Industry andthe Automotive Industry bringing in-house certain value additions which were outsourcedearlier and further expansion of the Optic Fiber line.

Joint Ventures Subsidiaries and Associates

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 the statement containing salient features of the financialstatements of the Company's Joint Ventures/Associates (in form AOC-1) is attached to thisReport as Annexure G.

The Company does not have any investments in subsidiaries.

Corning Finolex Optical Fibre Private Limited

The optical fiber market has been flourishing especially with the Government'sinitiatives like Bharat Net and Digital India. This along-with the rapidly increasingdemand for high-quality video audio and data transmissions have been directly influencingthe growth of optical fiber cable market. Furthermore the rising demand for the internetand increasing need for 'fiber to the X - FTTX' are also acting as an active growth drivertowards the growth of the optical fiber cable market. Moreover the high adoption of thetechnology in IT and telecommunication and administrative sector is creating a huge demandfor optical fiber cable as well as lifting the growth of the optical fiber cable market.The optical fiber cable market size is valued at USD 11778.88 million by 2028 and isexpected to grow at a compound annual growth rate of 12.14% during the period.

Likewise the rising telecommunication industry in the emerging economies along withrising government funding in infrastructure and increasing demand for high bandwidthcommunication will further cater ample new opportunities that will lead to the growth ofthe optical fiber cable market in the above mentioned forecasted period (Source :Databridge market research)

Revenue achieved by the JV during FY 2020-21 was Rs. 160 Crores as against Rs. 150.0Crores in the previous year. With prices being extremely low net loss after taxes. AlsoRs. 0.24 Crores against a net loss after taxes Rs. 0.30 Crores during the previous period.

The Company's total equity participation in the JV at the end of 2020-21 stoodunchanged at Rs.1.75 Crores.

Finolex J-Power Systems Limited

The Government has been vocal and visual with its progressive outlook towards theinfrastructure development initiatives such as smart cities economic corridors logisticspark housing projects metros etc. and power infrastructure plays an imminent role insuch development. With the increasing number of tenders for High Voltage (HV) and ExtraHigh Voltage (EHV) power transmission lines the JV foresees great potential for growth.

Although owing to the pandemic the Government utilities and SPVs floated lessertenders during the year the JV successfully applied for Kanpur Metro & IRCONprojects TORRENT UPPTCL tenders orders and successfully bagged orders in few casesmaking it an important player in the HV and EHV power transmission business in thecountry.

Based on its performance and outreach it is expected that the JV can break even aswell as become profitable going forward; however would need financial support throughEquity infusion until then. Considering this your Company had infused Equity worth Rs.24.5 Crores in the JV during the year taking the Company's total 49% participation in theJV to Rs. 220.5 Crores at the end of FY 2020-21. The JV's long term potential and outlookindeed seem strong but in the short term it has been facing net-worth erosion andtherefore your Company has recognized a diminution in the value of its investment of Rs.27.0 Crores during the year under review. The Company however expects that the JV will beturning cash positive in the next few years.

In order to facilitate availing of finance facilities it was thought advisable tochange the status of the JV from Private Limited to Public Limited. Accordingly pursuantto approval of the Board and the members at its last AGM the status of the JV has beenchanged effective from 20th July 2021 to Public limited company and a freshcertificate of incorporation has been received by the JV from Registrar of CompaniesPune.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annexure F to thisReport.

In terms of provisions of Section 197(12) of Companies Act 2013 read with Rules 5(2)& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 a statement showing the names and other particulars of employees drawingremuneration in excess of the limits set out in the said rules are provided in theAnnexure F to this Report.

Key Managerial Personnel

The following persons continued as Key Managerial Personnel as on the date of thisReport.

Name Designation
Mr. D K Chhabria Executive Chairman
Mr. Sunil Upmanyu Executive Director - Operations
Mr. Mahesh Viswanathan Chief Financial Officer
Mr. R G D'Silva Company Secretary & President (Legal)

Human Resources

The COVID 19 pandemic has turned out to be 'once in a century' catastrophe and theCompany stands committed to the safety and security of its employees. The Company quicklyshifted to work-from-home culture during lockdowns that ensued and once open catered forsafest workplaces and stricter procedures and processes at the work-places-OfficesPlants Branches or Depots. The company continues with its four-pronged COVID 19 strategyviz. Screening and Monitoring Prevention and Awareness Disinfection and SanitizationSocial Distancing.

The Company with its benchmarked business practices takes immense pride to state thatnone of its employees were laid-off during the COVID 19 pandemic as at the date of thisreport.

The Company engaged approximately 1649 and 1762 permanent employees as at 31stMarch 2021 and 2020 respectively. The number of flexible (contractual trainee andtemporary) employees as at 31st March 2021 was 1391.

Corporate Governance

The Company has always and responsibly followed the corporate governance guidelines andbest practices endeavored. As a responsibility and service to all its shareholders theCompany promptly discloses timely and accurate information regarding its operations andperformance as well as the leadership and governance of the Company. Your Company is infull compliance with the Corporate Governance guidelines as set out in SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI LODRRegulations") and is committed to good corporate governance. Accordingly allDirectors and Senior Management employees confirm in writing their adherence to theCompany's Code of Conduct.

A separate report on Corporate Governance (Annexure B) is provided together with aCertificate from the Statutory/ Secretarial Auditors of the Company regarding compliancewith conditions of Corporate Governance as Annexure C as mandated under SEBI LODRRegulations 2015. There are no qualifications reservations or adverse remarks ordisclaimers made by the auditor in his report. A Certificate of the Chief ExecutiveOfficer and Chief Financial Officer of the Company in terms of Regulation 17(8) Part BSchedule II of SEBI LODR Regulations inter alia confirming the correctness of thefinancial statements and cash flow statements adequacy of the internal control measuresand reporting of matters to the Audit Committee is also annexed.

Corporate Social Responsibility

Your Company strives to provide best products and services not only to its customersemployees and shareholders but also to the whole society as a whole. Your Company commitsitself to utmost care and help for sections of the society in need of such a hand and thisis visible through the CSR initiatives undertaken by the Company.

During 2020-21 The Company undertook the following

CSR activities:

• Donation to PHD Fellowship Programm COEP Pune

• Donation to Maharaja Jagat Singh Medical Relief Society

• Donation to Sakal Releif Fund

• Free Distribution of Artificial Limbs through Sadhu

Vaswani Mission

• Advance Cardiac Ambulance & Mobile distribution

• Project for helping Diabetic and needy Children

• Mobile Health Clinic to Pawana Hospital Urse

• Others

Annexure 'I' - Annual Report on CSR forming part of this Report inter-alia providesthe details of all CSR activities undertaken during the year under review and otherrelated information.

Directors

1. The current Board of Directors of the Company comprises 6 (Six) directors of which3 (Three) directors are Additional Directors appointed as Independent Directors 2 (Two)directors are Additional Directors appointed as non-independent directors and 1 (One)director is the Executive Chairman of the Company. In terms of Section 152 of CompaniesAct 2013 ("the Act") read with Articles of Association of the Company("AoA") Independent Directors and Directors who are appointed as ChairmanExecutive Chairman or Managing Director of the Company are not liable to retire byrotation. Further the offices of Additional Directors appointed by the Board of Directorsare valid upto this AGM and their appointment as Directors is subject to the approval ofmembers of the Company in this AGM. Therefore there is no director who is liable toretire by rotation in this AGM.

2. Hence the following Directors on the Board of Directors of the Company (the"Board") namely: Mr Sunil Upmanyu Executive Director - Operations Mr PadmanabhR Barpande Independent Director Mr Avinash S Khare Independent Director Mrs Firoza FKapadia Independent Women Director and Mr Prasad M Deshpande Non Independent

Non-Executive Director hold office with effect from 30th September 2020upto the date of the ensuing Annual General Meeting of the Company (29th Sept2021). The respective resolutions proposing the appointment of each of these fiveDirectors has pursuant to the recommendation of the Nomination and Remuneration Committeebeen duly approved and recommended by the Board for consideration and approval of theMembers at ensuing Annual General Meeting and is included in the Notice at Item Nos. 3 to10 therein".

The requisite details regarding their re-appointment are set out in the Notice for theensuing Annual General Meeting.

Compliance Under the Companies Act 2013

Pursuant to Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules of 2014 your Company complied with the requirements. The details of suchcompliances are enumerated below:

Web link to the Annual Return: The Annual Return of the Company is available at theCompany's website at www.Rnolex.com

Number of meetings of the Board: The Board met on Seven (7) occasions during theyear. The details of the meetings are furnished in the Report on Corporate Governancewhich is attached as Annexure B to this Report.

Directors' Responsibility Statement:

Pursuant to Sections 134(3)(c) and 134(5) of the Companies Act 2013 (the"Act") the Directors to the best of their knowledge and belief and accordingto the information and explanations provided to them confirm that:

- In the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures have been made from the same.

- the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period

- the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities

- the Directors have prepared the annual accounts on a going concern basis;

- the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

- the Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Remuneration and Nomination Policy:

The Board of Directors has framed the policy which lays down a framework in relation toAppointment and Remuneration of Directors Key Managerial Personnel and Senior Executivesof the Company including the criteria for determining qualifications selection andappointment. Further details are provided in the Corporate Governance Report which isattached as Annexure B to this Report.

• Board Evaluation: Pursuant to the relevant provisions of Companies Act2013 the Independent Directors at their meeting dated 12th March 2021 withoutthe participation of the non-independent directors and Management considered andevaluated the Board's performance performance of the Chairman and other non-independentdirectors. The evaluation was performed taking into consideration the various aspects ofthe Board's functioning composition of the Board and its Committees culture executionand performance of specific duties obligations and governance. The Board of Directorsexpressed its satisfaction with the evaluation process.

Particulars of loans guarantees or investments under section 186 of The Companies Act2013:

During the year an equity investment of Rs. 24.5 Crores in the Company's JV - M/sFinolex J-Power Systems Limited.

Contracts or arrangements with related parties:

All transactions entered into by the Company with related parties were in the ordinarycourse of business and on an arm's length basis. Each of these transactions was reviewedby the Audit Committee prior to being entered into and where necessary was approved bythe Board of Directors and the Members. In respect of transactions of a repetitive naturean omnibus approval was obtained from the Audit Committee and Members where necessary. Atevery quarterly meeting the Audit Committee reviews the transactions that were enteredinto during the immediately preceding period. Details of related party transactions havebeen disclosed under Note 35 to the financial statements. Details of the same are alsoreproduced in Form AOC 2 which is attached as Annexure H to this Report. The Company'sPolicy on transactions with related parties as approved by the Board is also available onthe website of the Company at www.finolex.com.

Material changes and commitments affecting the financial position of the Company whichhave occurred between 31st March 2021 and (date of this report):

There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year (31st March 2021) and date ofthis Report (29th June 2021)

Significant and material orders passed by the regulators or Court or Tribunalsimpacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status of the Company or the Company'soperations in the future.

Adequacy of Internal Financial Controls with reference to the Financial Statements:

Having regard to Rule 8 (5) (viii) of the Companies (Accounts) Rules 2014 the detailsin respect of adequacy of internal financial controls with reference to the financialstatements of the Company are as follows:

Your Company maintains appropriate systems of internal control including monitoringprocedures. These internal control systems ensure reliable and accurate financialreporting safeguarding of assets keeping constant check on cost structure and adheringto management policies. The internal controls are commensurate with the size scale andcomplexity of the Company's operations and facilitate timely detection of anyirregularities and early remedial steps against factors such as loss from unauthorized useand disposition. Company policies guidelines and procedures provide for adequate checksand balances which are meant to ensure that all transactions are authorized recorded andreported correctly. The internal controls are continuously assessed and improved/modifiedto meet changes in business conditions statutory and accounting requirements

Constant monitoring of the effectiveness of controls is ensured by periodical auditsperformed by an in-house internal audit team as well as assignments entrusted to M/S Ernst& Young. Both these teams in their respective assignments test and review controlschallenge business processes for their robustness and benchmark practices in line withindustry norms.

• The Audit Committee regularly meets and reviews the results of the variousinternal control audits both with the Auditors (Internal and Statutory) as well as withthe respective Auditees. The Audit Committee is apprised of the findings as well as thecorrective actions that are taken. Periodical meetings between the Audit Committee and theCompany Management also ensure the necessary checks and balances that may need to be builtinto the control system. The statutory auditors in the Annexure 'A - I' to the IndependentAuditor's Report comment on the internal financial controls of the Company. The auditorshave issued a clean report for the current year.

Risk Management Policy:

Your Company has set up a Risk Management Committee of the Board of Directors whichcomprises Mr. P R Barpande Mr. D. K.Chhabria Mr. Mahesh Viswanathan Mrs. Firoza Kapadiaand Mr. Sunil Upmanyu. More details of the risks faced by the Company are available in theManagement Discussion and Analysis (MDA) attached as Annexure 'A - I' to this Report.

Vigil Mechanism/Whistle Blower Policy:

As required under Section 177 (9) of the Companies Act 2013 read with Rule 7 of theCompanies (Meetings of Boards and its Powers) 2014 and Regulation 22 of the SEBI LODRRegulations the Company has adopted a policy on vigil mechanism/whistle blower. Thepolicy provides direct access to the Chairman of the Audit Committee in case any employeeshould choose to report or bring up a complaint. Your Company affirms that no one has beendenied access to the Chairman of the Audit Committee and also that no complaints werereceived during the year. Brief details about the policy are provided in the CorporateGovernance Report which is attached as Annexure B to this Report. Also the policy isavailable at the Company's website at www.finolex.com.

Prevention of Sexual Harassment Policy:

The Company has in place a policy on prevention of sexual harassment in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

During the year under review no complaints were received. The requisite Annual Returnfor calendar year 31st December 2020 showing Nil complaints received has beenfiled with the prescribed Authority with the time permissible for the same.

Auditors

M/s Deloitte Haskins & Sells LLP Chartered Accountants (Firm RegistrationNo.117366W/W100018) Auditors of the Company hold office until conclusion of theFifty-Fourth Annual General Meeting of the Company to be held in the financial year2022-23 provided that they continue to remain eligible to continue as Auditors of theCompany. As required under the provisions of Section 139 and Section 141 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 the said Auditors have confirmedtheir eligibility to continue to act as Auditor of the Company.

The Audit Committee and the Board of Directors have noted the aforesaid.

Cost Audit

As per the requirement of the Central Government and pursuant to Section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) rules of 2014 as amendedfrom time to time your Company has been carrying out an audit of cost records every year.At the previous Annual General Meeting the members had approved the appointment of M/SJoshi Apte& Associates as Cost Auditors for the financial year 2020-21 at aremuneration of Rs. 5.5 lakh plus GST as applicable and reimbursement of out of pocketexpenses. Their work will commence shortly and their report would be filed with MCA on orbefore the due date.

The Cost Audit Report for the financial year 2019-20 was filed prior to its due date.

Secretarial Audit

In accordance with the provisions of Section 204 of the Companies Act 2013 and theRules made there under M/s Jog Limaye & Associates a firm of Company Secretaries inpractice was appointed by Board to conduct the Secretarial Audit of the Company.

There are no qualifications reservations or adverse remarks or disclaimers made by theauditor in his report. Their Report is attached as Annexure D to this report.

Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS-2) with effect from 1st October 2017. Your Company is in compliance withthe said secretarial standards.

Listing of Securities

Your Company's equity shares are listed on the two premier stock exchanges of thecountry namely BSE Limited and National Stock Exchange of India Limited. Your Company hadissued Global Depository Receipts which are listed on the Luxembourg Stock Exchange. YourCompany has not issued any Non-Convertible Debentures ("NCDs") in financial year2020-21 and no NCDs were outstanding as on 31st March 2021.

Energy Technology and Foreign Exchange

Information on conservation of energy technology absorption foreign exchange earningsand outgo required to be given pursuant to Section 134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is attached to this Report asAnnexure E.

Investor Education And Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the IEPF Rules the shares on which dividend which are notsubject to any legal restraints and have has not been paid or claimed by the shareholdersfor seven consecutive years or more shall also be transferred to the demat account of theIEPF Authority. During the year there are no shares liable to be transferred to the IEPFAuthority against 307205 shares in previous year on which dividends were unclaimed forseven consecutive years as per the requirements of the IEPF Rules. The members who have aclaim on above dividends and shares may claim the same from IEPF Authority by submittingan online application in web Form No. I EPF-5 available on the website www. iepf.gov.inand sending a physical copy of the same duly signed to the Company along with requisitedocuments enumerated in the Form No.EPF-5. In any case no claims shall lie against theCompany in respect of the dividend/shares so transferred.

Cautionary Statement

Statements in this Boards' Report and Annexure may contain forward Looking statementswithin the meaning of applicable Securities laws and regulations. Actual results coulddiffer materially from those expressed or implied. Various factors including commodityprices cyclical demand changes in Government regulations tax laws general economicdevelopment could all have a bearing on the Company's operations and would impact eventualresults.

Acknowledgements

The Company's Directors are grateful to the Central and State Governments StatutoryAuthorities Local Bodies Banks and Financial institutions for their continued supportand cooperation. Your Directors warmly acknowledge the trust and confidence reposed inyour Company by its channel partners dealers customers and construction organizations insupporting its business activities and growth. Your Directors express their gratitude tothe other business associates for their unstinting support. Your Directors value thecommitment and contribution of the employees towards the Company. Last but not the leastyour Directors are thankful to the Members for extending their constant trust and for theconfidence shown in the Company.

For and on behalf of the Board of Directors
Place: Pune D.K. Chhabria
Date: August 12 2021 Executive Chairman

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