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Polycab India Ltd.

BSE: 542652 Sector: Engineering
NSE: POLYCAB ISIN Code: INE455K01017
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OPEN 2345.00
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VOLUME 35397
52-Week high 2647.40
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P/E 44.00
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OPEN 2345.00
CLOSE 2338.65
VOLUME 35397
52-Week high 2647.40
52-Week low 837.00
P/E 44.00
Mkt Cap.(Rs cr) 34,316
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Polycab India Ltd. (POLYCAB) - Director Report

Company director report

To

The Members of Polycab India Limited

Your Directors take pleasure in submitting the 25th Annual Report of the business andoperations of your Company (‘the Company' or ‘PIL' or ‘Polycab') and theaudited financial statements for the financial year ended March 31 2021.

1. Financial & operations highlights of the Company

(Amount in INR Millions)

Standalone

Consolidated

Particulars Current Year Previous Year Current Year Previous Year
31.03.2021 31.03.2020 31.03.2021 31.03.2020
1 Revenue from operations 87363.62 88069.14 89265.39 88299.55
Other Income 1197.21 934.57 1281.99 927.92
Total Income 88560.83 89003.71 90547.38 89227.47
2 Profit before Interest and Depreciation 12105.91 12104.45 13046.86 12204.10
Finance Cost 411.23 479.03 531.49 495.35
Depreciation 1740.09 1590.85 1865.71 1608.87
3 Profit before Tax 9954.95 10034.57 10649.66 10099.88
Income Tax Expenses 1641.29 2524.03 1790.53 2443.70
4 Profit after Tax 8313.30 7609.54 8859.13 7656.18
5 Earnings Per Share (In `)
Basic 55.79 51.28 59.20 51.16
Diluted 55.57 51.10 58.96 50.97

During the year PIL recorded a consolidated turnover of Rs 89265 million as against Rs88300 million in the previous year implying a 1.1% YoY growth. The consolidated EBITDA(excluding other income) and consolidated profit after tax stood at Rs 11668 million andRs 8859 million in FY21 as against Rs 11276 million and Rs 7656 million in the previousyear respectively.

The year was marked by profound disruption on account of COVID-19 pandemic and healthyrebound in the second half. First quarter was significantly impacted by nationwidelockdowns. Our factories warehouses and offices were temporarily shut in line withrelevant guidelines from local and national authorities. During this time we prioritisedsafety of our employees and partners. We also went above and beyond to help thecommunities and society at large through donations collaborations and direct support.The Company maintained tight operating controls and functioned with increased agilityresulting in an improved liquidity position which helped it comfortably sail throughchallenging business environment. Gradual unlocking from June showcased progressive signsof improvement as the restriction in movement eased. Infrastructure and economicactivities started picking up especially in the lower tier tows and semi urban where theimpact of pandemic was relatively less and labour availability was adequate. Macroindicators like infra investments IIP manufacturing PMI power consumption etc. alsostarted charting a broader recovery path from the second quarter onwards.

Levering these favourable trends Company's wires and cables posted healthy underlyingperformance on the back of distribution expansion portfolio diversification market sharegains and pricing actions. Export's business made great progress in terms of geographicalexpansion and product certifications contributing 8.4% to company turnover.

Excluding a large order the exports portfolio recorded 67% YoY growth despitechallenging global environment. Improved consumer sentiment with returning normalcy inday-to-day life supported demand for our B2C products. Company's FMEG business saw robustdemand momentum clocking strong double-digit growth led by distribution expansion andpenetration portfolio augmentation and better brand positioning. Calibrated pricingactions design optimisation improved sales mix cost optimisation and working capitalmanagement led to improved profitability. In line with our aim to become an aspirationalbrand we introduced a new brand "Hohm"Hohm from the house of Polycab. It ispremium IOT based FMEG portfolio made in India which will cater to evolving needs ofconsumers in this digital age.

Sharp rebound in economic sentiment globally coupled with continuing supplyconstraints on account of lockdowns led to a trade mismatch and sharp inflation in our keycommodity prices like Copper aluminium Steel and PVC during the year. Copper prices onLondon Metal Exchange (LME) witnessed a spurt from about $5000/mt in April 2020 to~$8900/mt in March 2021 surpassing pre COVID levels. Similar trend was witnessed inaluminium prices as it rose from $1400/mt in April 2020 to $2200/mt in March 2021during which it also peaked. Accordingly the Company took calibrated and phased pricingactions to pass on the inflation while balancing the demand momentum which helped shieldprofitability. The Company made tremendous progress across many of its core enablers ofbusiness. During the year authorised dealers and distributors count grew by about 17% YoYto over 4100. Retail outlet reach increased by about 32% YoY to over 165000 whileelectricians on the influencer Programme grew by about 33% YoY to over 180000. TheCompany also opened 7 knowledge and experience centres across many large cities acrossIndia. On the Supply chain side state-of-the-art Mobile Supply Chain Application (MSCA)which tracks our actual production and supply data in real time was implemented. It isintegrated with ERP system is managing customer demand and inventories in an impressivemanner with on-time-in full (OTIF) deliveries up to 95-98%. Implementation of ERP cloudintegration digital-first mindset data-driven decisions and roll out of apps like dealerportal has eased business activities and customers experience. Performance managementsystem has been upgraded to associate individual and team goals to company aspirations.

During the year we also initiated several strategic initiatives which will underpin ourperformance and augment our market positioning over the long-term. Project Udaan our costoptimisation Programme was started with a reputed strategic consultant which helping usweed out inefficiencies and bad costs thereby enabling us to achieve operationalexcellence. Project Shikhar or Sales Acceleration Programme was initiated with an aim tostrengthen our bond with key influencers ie. Retailers Electricians & Smallcontractors increase direct reach and drive 3x sales in top 300 towns over medium term.The Company also outlined its vision for next five years through Project Leap.

Going ahead we believe Indian economy is likely to pivot post pandemic with a strongmix of structural growth drivers catalysing medium to long-term growth. India's strongdemographics with working-age population growth outpacing the dependent population islikely to make the country one of the better placed large economies globally for the nexttwo decades. Government's accelerated efforts like favourable budgetary measures whichincludes higher allocation for infrastructure projects coupled with macro policyinterventions like Production-Linked Incentive scheme and ‘vocal for local' schemesare likely to attract sizeable investments and provide a structural leg for long-termproductivity enhancement. These measures are also expected to strengthen India's positiontowards becoming a global hub for low-cost high skill manufacturing and supply chain. Ourstrong competitive advantages bolstered further by our strategic interventions will helpus seize these emerging opportunities and deliver long-term value to all stakeholders.

On a standalone basis we achieved a turnover of Rs 87364 million as against Rs 88069million in the previous year. The EBITDA is Rs 10909 million as against Rs 11170 millionfor the previous year. Standalone Profit after tax is Rs 9955 million as compared to Rs10035 million of the preceding year.

2. Integrated report

The Securities and Exchange Board of India (SEBI) vide its circular dated February 62017 has advised the top 500 listed companies (based on market capitalisation) tovoluntarily adopt Integrated Reporting (IR) from FY 2017-18.

In view of the above circular the Company is voluntarily publishing its firstintegrated report in line with the International Integrated Reporting (IR) Framework laiddown by the International Integrated Reporting Council (IIRC) highlighting the measurestaken by the Company that contribute to long-term sustainability and value creation whileembracing different skills continuous innovation sustainable growth and a betterquality of life.

3. General reserve

No amount has been transferred to the General Reserves for the financial year 2020-21.

4. Deposits

During the year under review the Company has not accepted any deposit from publicwithin the meaning of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014. The Company has no unclaimed/ unpaid matured depositor interest due thereon.

5. Dividend

The Board of Directors of your Company is pleased to recommend a dividend @ Rs 10/-(100%) per equity share of the face value of Rs 10/- each for the financial year March 312021 subject to approval of the shareholders of the Company at the ensuing Annual GeneralMeeting.

The total cash out flow on account of payment of dividend would be approximately Rs1491.47 million.

The Dividend Distribution Policy of the Company has been complied with and the Policyis available on Company's website and is accessible through weblink.

6. Change in share capital

During the year under review the Company had allotted 239441 equity shares underEmployee Stock Option schemes of the Company due to which the paid-up share capital ofthe Company increased from Rs 1488793730/- comprising of 148879373 equity shares ofRs 10/- each to Rs 1491188140/- comprising of 149118814 equity shares of face valueof

Rs 10/- each.

During the financial year 2020-21 there was no change in the authorised share capitalof the Company.

The Company has neither issued any shares with differential rights as to dividendvoting or otherwise nor issued any sweat equity shares during the year under review.

7. Subsidiaries Joint ventures & Associates: a. Subsidiaries

As on March 31 2021 your Company had 8 (Eight) subsidiaries as detailed below:

Sr. No. Name of the Subsidiary Location
(i) Tirupati Reels Private Limited (‘TRPL') India
(ii) Dowells Cable Accessories Private Limited (‘DCAPL') India
(iii) Polycab USA LLC (‘PULLC') USA
(iv) Polycab Electricals and Electronics Private Limited (‘PEEPL') India
(v) Ryker Base Private Limited (‘RBPL') India
(vi) Polycab Australia Pty. Ltd. (‘PAPL') Australia
(vii) Polycab Support Force Private Limited (‘PSFPL') India
(viii) Uniglobus Electricals and Electronics Private Limited (‘UEEPL') India

(i) Tirupati Reels Private Limited (TRPL)

TRPL was incorporated as a Private limited Company on January 21 2015 under theCompanies Act 2013 having its registered office at E-107 1st floor Greater KailashNew Delhi-110 048. TRPL is engaged in the business of inter alia manufacturingexporting importing dealing and distributing the reels drums pallets packagingmaterial made of wood steel or any articles and its byproducts. TRPL supplies cablespacking drums to PIL. The Company holds 55% equity shares in TRPL.

During the year under review the financial performance of TRPL is as follows:

(Rs million)

Sr. No. Particulars March 31 2021 March 31 2020
(i) Income from Operations 678.54 919.82
(ii) Profit before tax 59.89 116.35
(iii) Profit after tax 20.21 108.59

(ii) Dowells Cable Accessories Private Limited (DCAPL)

DCAPL was incorporated as a Private Limited Company on December 1 2015 under theCompanies Act 2013 having its registered office at Gala No. 47 & 47A 1st floorJagat Satguru Industrial Estate Off Aarey Road Goregaon (East) Mumbai-400 063. DCAPL isinvolved in the business of inter alia manufacturing designing importingexporting of soldering or other types of cable sockets for electrical wires connectorsand accessories. The Company holds 51% equity shares in DCAPL

During the year under review the financial performance of DCAPL is as follows:

(Rs million)

Sr. No. Particulars March 31 2021 March 31 2020
(i) Income from Operations 424.55 360.07
(ii) Profit before tax 80.17 45.16
(iii) Profit after tax 59.39 34.16

(iii) Polycab USA LLC (‘PULLC')

PULLC was incorporated on January 27 2020 as a Limited Liability Company having itsregistered office in the State of Delaware address c/o. the Corporate Trust CompanyCorporation Trust Centre 1209 Orange Street Wilmington Delaware 19801. The Company wasincorporated with an objective of manufacturing and trading of wires & cables andelectricals consumer products. Your Company holds 100% shares in PULLC. PULLC is yet tocommence its business operations.

(iv) Polycab Electricals and electronics Private Limited (‘PEEPL')

PEEPL was incorporated as a Private Limited Company on March 19 2020 under theCompanies Act 2013 having its registered office at Plot No. 771 P. Satavalekar MargMahim (West) Mumbai – 400 016.

The Company was incorporated with an objective of manufacturing and trading of wires& cables and Electricals and Electronics consumer products. The Company holds 100%equity shares in PEEPL. PEEPL is yet to commence its business operations.

(v) Ryker Base Private Limited (‘RBPL') with effect from May 6 2020

RBPL was incorporated as a Private Limited Company on July 15 2016 under the CompaniesAct 2013 and is involved in the business of interalia manufacturing formulatingprocessing producing converting distilling refine making buying selling and dealingin conductors wires cables and rods made of all ferrous and non-ferrous metals and theircompounds.

The Board of Directors of the Company at its meeting held on May 2 2020 had approvedthe acquisition of 26010000 (Two Crore Sixty Lakhs Ten Thousand) (i.e. balance 50%equity shares) of face value of Rs 10/- each held by Trafigura Pte Ltd. Singapore(‘Trafigura') in RBPL thereby terminating the existing joint venture (JV) and makingRBPL a wholly-owned subsidiary of the Company. As on date Ryker is a wholly-ownedsubsidiary of the Company.

Further the registered Office of RBPL was shifted from E-554 Basement Geeater KailashII New Delhi South Delhi–110 048 to Survey No. 21 Village Asoj Vadodara-HalolHighway Taluka Waghodia Vadodara on March 30 2021: During the year under review thefinancial performance of RBPL is as follows:

(Rs million)

Sr. No. Particulars March 31 2021 March 31 2020
(i) Income from Operations 5475.72 676.91
(ii) Profit/ (Loss) before tax 420.60 (136.58)
(iii) Profit/ (Loss) after tax 336.85 (125.90)

Note: The financial performance shown above is for the full year. For the purpose ofconsolidation financial performance is considered from the date of acquisition.

(vi) Polycab Australia Pty. Ltd. (‘PAPL')

Polycab Australia Pty. Ltd. was incorporated as a wholly-owned Subsidiary on July 12020 having its registered office at unit 55 117 old Pittwater Road Brrokvale NSW 2100Australia ABN-48642239709. PAPL is involved in a business of trading of wires &cables and electrical consumer products.

During the year under review the financial performance of PAPL is as follows

(Rs million)

Sr. No. Particulars March 31 2021
(i) Income from Operations 558.31
(ii) Profit before tax 22.28
(iii) Profit after tax 15.64

(vii) Polycab Support Force Private Limited (‘PSFPL')

Polycab Support Force Private Limited was incorporated as a wholly-owned Subsidiary onMarch 13 2021 having its registered office at Unit No. 4 Plot No. 105 Halol VadodaraRoad Village Nurpura Taluka Halol Panchmahal Gujarat-389 350. PSPL is involved in thebusiness of staffing solution. The objective of incorporating PSFPL is to provide manpowersupport to Polycab India Limited (‘Holding Company') and other group companies. TheCompany is yet to commence its business operations.

(viii) Uniglobus Electricals and Electronics Private Limited (‘UEEPL')

Uniglobus Electricals and Electronics Private Limited was incorporated as awholly-owned Subsidiary on March 24 2021 having its registered office at unit no. 4 PlotNo. 105 Halol Vadodara Road Village Nurpura Taluka Halol Panchmahal Gujarat-389 350.The objective of incorporating this company is to expand the business of trading andmanufacturing of among others Cables Wires Fast moving electricals and electronicsgoods. The Company is yet to commence its business operation. Further pursuant to theprovisions of Section 136 of the Act the financial statements of the Company includingconsolidated financial statements along with relevant documents and separate auditedfinancial statements in respect of subsidiaries are available on the website of theCompany.

The Company has in place a Policy for determining material subsidiaries. The saidpolicy is available on the website of the Company at weblink.

Information on closure of subsidiary during the year Polycab Wires Italy SRL (PWISRL)

PWISRL was incorporated as a single member private limited liability company i.e.Societa Responsabilita

Limitata or S.R.L. on July 9 2012 under the Italian Civil Code having its registeredoffice at Milano (MI) Via Senato 20 Cap 20121. PWISRL was involved in the business of interalia manufacturing engineering promotion development and marketing of electricalcables and supply of services and consultancies to companies in the sector of marketing.The Company held 100% shares in PWISRL.

During the current year the Company had received in principle approval from RBI tovoluntarily winding up of PWISRL. Accordingly PWISRL was liquidated and_closurecertificate_was issued on_March 5 2021_by the Italian authorities. The related closingformalities with RBI are in progress. The impact of closure of PWISRL on Polycab Group isnot material.

Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) ofthe Companies (Accounts) Rules 2014 the salient features of financial statementsperformance and financial position of each subsidiary is given in Form AOC-1 as setout in Annexure [A] to this Report. Further the Audited Financial Statements ofthe Subsidiaries are available on Company's Website at www.polycab.com.

b. Joint Venture

Techno Electromech Pvt. Ltd. (‘Techno')

Techno was incorporated as a private limited company on January 25 2011 at Vadodaraunder the Companies Act 1956 having its registered office is situated Plot No. 858Opposite GSFC Vill Channi Vadodara Gujarat 391 740. Techno is involved in the businessof inter alia manufacturing of light emitting diodes lighting and luminairesand LED driver. Your Company hold 50% shares in Techno.

During the year under review the financial performance of Techno is as follows:

(Rs million)

Sr. No. Particulars March 31 2021 March 31 2020
(i) Income from Operations 1940.53 1544.18
(ii) Profit/ (Loss) before tax 11.14 (15.02)
(iii) Profit/ (Loss) after tax 11.35 (16.73)

c. Associate

The Company does not have any associate company.

8. Details of Directors and Key Managerial Personnel (‘KMPs'): a)Resignation and appointment of Directors/ Key managerial personnel

i) Resignation & Appointment of Wholetime Directors

Mr. Ajay T. Jaisinghani Mr. Ramesh T. Jaisinghani and Mr. Shyam Lal Bajaj stepped downfrom the post of Whole-Time Director with effect from closing business hour of May 122021.

Further inline with the succession policy and pursuant to the recommendation of theNomination and Remuneration Committee the Board of Directors at its meeting held on May13 2021 had appointed Mr. Bharat A. Jaisinghani (Son of Mr. Ajay T. Jaisinghani) Mr.Nikhil R. Jaisinghani (Son of Mr. Ramesh T. Jaisinghani) and Mr. Rakesh Talati Director(non-board member) as Additional Directors and designated them as Executive Directors fora period of 5 years with effect from May 13 2021 subject to approval of the members atthe ensuing Annual General Meeting of the Company. The Board of Directors recommend theirappointments as Whole-Time Directors of the Company. Appropriate resolutions seekingappointments of the above personnel as Whole-Time Directors have been included in the 25thAGM Notice of the Company.

ii) Resignation & appointment of Independent Director

Ms. Hiroo Mirchandani for the purpose of rebalancing her board portfolio in line withher professional and personal goals had resigned from the post of Independent Directorw.e.f. May 12 2021 and pursuant to the recommendation of the Nomination and RemunerationCommittee the Board had appointed Mrs. Sutapa Banerjee as Additional Director anddesignated her as Independent Director for a period of 5 years commencing from May 132021 subject to approval of the members at the ensuing Annual General Meeting.

The Company had also received declaration from Mrs. Sutapa Banerjee confirming that shefulfils the criteria of independence as prescribed under the provisions of the CompaniesAct 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (includingstatutory re-enactment thereof for the time being in force).

In the opinion of the Board Mrs. Sutapa Banerjee is a person of integrity and hasadequate experience and expertise to serve as an independent Director. Further Mrs.Sutapa Banerjee is independent to the Management of the Company. The Board of Directorsrecommend her appointment as Independent Director. Appropriate resolution seeking herappointment have been included in the 25th AGM Notice of the Company.

iii) Resignation & appointment of key managerial personnel

During the year under review as per succession policy of the Company: a) Mr. Shyam LalBajaj Whole-Time Director & CFO stepped down from the post of CFO w.e.f. May 30 2020and on the recommendation of Nomination and Remuneration Committee and Audit Committeethe Board of Directors at its meeting held on May 30 2020 had appointed Mr. GandharvTongia as Chief Financial Officer w.e.f. May_31 2020; b) Mr. Subramaniam Sai Narayanastepped down from the post of Company Secretary & Compliance Officer w.e.f. January23 2021 and on the recommendation of Nomination and Remuneration Committee the Board atits meeting held on January 23 2021 had appointed Ms. Manita Carmen A Gonsalves asCompany Secretary & Compliance Officer w.e.f. January 24 2021.

b) Details of Directors and KMPs

The details of Directors and KMPs as on date are as follows:

Sr. No. Name of Director Designation Appointment Date Cessation date
(i) Mr. Inder T. Jaisinghani Chairman and Managing Director December 20 1997 -
(ii) Mr. Ajay T. Jaisinghani Whole-time Director April 27 2006 May 12 2021
(iii) Mr. Ramesh T. Jaisinghani Whole-time Director January 10 1997 May 12 2021
(iv) Mr. Shyam Lal Bajaj Whole-time Director (ceased as CFO with effect from closing business hours of May 30 2020) December 15 2016 May 12 2021
(v) Mr. T. P. Ostwal Independent Director September 20 2018 -
(vi) Mr. R. S. Sharma Independent Director September 20 2018 -
(vii) Mr. Pradeep Poddar Independent Director September 20 2018 -
(viii) Ms. Hiroo Mirchandani Independent Director September 20 2018 May 12 2021
(ix) Mr. Bharat A Jaisinghani Whole-Time Director May 13 2021 -
(x) Mr. Nikhil R. Jaisinghani Whole-Time Director May 13 2021 -
(xi) Mr. Rakesh Talati Whole-Time Director May 13 2021 -
(xii) Mrs. Sutapa Banerjee Independent Director May 13 2021 -
(xiii) Mr. Gandharv Tongia Chief Financial Officer May 31 2020 -
(xiv) Mr. Subramaniam Sai Narayana Company Secretary & Compliance Officer December 15 2012 January 23 2021
(xv) Ms. Manita Carmen A. Gonsalves Company Secretary & Compliance Officer January 24 2021 -

c) Director liable to retire by rotation

As per Section 152(6) of the Companies Act 2013 Mr. Shyam Lal Bajaj Whole-TimeDirector was liable to retire by rotation at the ensuing Annual General Meeting. Howeveras per succession policy of the Company Mr. Shyam Lal Bajaj

Mr. Ajay T. Jaisinghani & Mr. Ramesh T. Jaisinghani had stepped down from the postof Whole-Time Directors. In view of the above no Director is liable to retire by rotationat the ensuing Annual General Meeting.

9. Meetings of the Board of Directors

During the year under review 5 meetings of the Board of Directors of the Company wereheld which are as under:

Sr. No. Date of Board Meeting
(i) May 2 2020
(ii) May 30 2020
(iii) July 21 2020
(iv) October 24 2020
(v) January 23 2021

The composition of the Board and other details relating to the Board meetings have beenprovided in the Corporate Governance Report. The gap between two Board Meetings did notexceed 120 days as per Section 173 of the Companies Act 2013.

10. Committees

The Company has duly constituted the following mandatory Committees in terms of theprovisions of the Companies Act 2013 & SEBI (LODR) Regulations 2015 read with rulesframed thereunder vis. a. Audit Committee: b. Nomination and Remuneration Committee; c.Stakeholders' Relationship Committee; d. Corporate Social Responsibility Committee; and e.Risk Management Committee.

The Composition of all such Committees number of meetings held during the year underreview brief terms of reference and other details have been provided in the CorporateGovernance Report which forms part of this Annual Report. All the recommendations made bythe Committees were accepted by the Board.

11. Audit Committee

As of March 31 2021 the Audit committee of the Board of Directors of the Companycomprised of 4 (Four) members namely: a. Mr. T.P. Ostwal- Audit Committee Chairman(Independent Director); b. Mr. R.S. Sharma- Member (Independent Director); c. Mr. PradeepPoddar- Member (Independent Director); and d. Mr. Shyam Lal Bajaj- Member (Non-Independent Whole-Time Director) Consequent to the resignation of Mr. Shyam Lal Bajaj amember of the Audit Committee the composition of the Committee was reconstituted on May12 2021 by inducting Inder T. Jaisinghani as member of the Committee.

The reconstituted Audit Committee comprises of following Directors: a. Mr. T. P.Ostwal- Audit Committee Chairman (Independent Director); b. Mr. R. S. Sharma- Member(Independent Director); c. Mr. Pradeep Poddar- Member (Independent Director); and d. Mr.Inder T. Jaisinghani - Member (Non- Independent Managing Director) The recommendations tothe Board whenever made by the Committee during the year were accepted by the Board. Thedetails of number of meetings held by the Audit Committee in the year under review andother related details are given in the Corporate Governance Report.

12. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Directors to the best oftheir knowledge hereby state and confirm that: a. in the preparation of the annualaccounts for the financial year ended March 31 2021 the applicable accounting standardshad been followed and there were no material departures. b. the Directors had selectedsuch accounting policies and applied them consistently and made judgements and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as on March 31 2021 and of the profit of the Company for the year ended ason that date; c. the Directors had taken proper and sufficient care for the maintenance ofadequate accounting 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. the Directors have prepared the annual accounts on a going concernbasis. e. the Directors had laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and are operating effectively;and f. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively

13. Statutory Auditors

M/s. B S R & Co. LLP Chartered Accountants (Firm Registration No:101248W/W-100022) were appointed as the Statutory Auditors of the Company at the 23rdAnnual General Meeting (AGM) of the Company held on June 26 2019 for a term of 5consecutive years commencing from the conclusion of 23rd Annual General Meeting till theconclusion of 28th Annual General Meeting to be held in financial year 2023-2024.

They have confirmed their eligibility under Section 141 of the Companies Act 2013 andthe Rules framed thereunder. As required under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.

14. Statutory Auditors' Report

The Auditors' Report on Standalone and Consolidated Financial Statements for thefinancial year 2020-21 issued by M/s. B S R & Co. LLP Chartered Accountants does notcontain any qualification observation disclaimer reservation or adverse remark.

15. Cost Auditors

Your Company is maintaining the cost records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 and have appointed M/s.V.J. Talati & Co. Cost Accountants as Cost Auditors to issue Cost Audit Report forthe Financial year 2021-22 at a professional fee of Rs 480000/- (Rupees Four Lacs EightyThousand only) plus applicable taxes and out of pocket expenses at actual. Appropriateresolution has been recommended by the Board to be passed by the shareholders in theensuing Annual General Meeting to ratify the remuneration of the Cost Auditors for the FY2021-22.

16. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. DilipBharadiya & Associates were appointed as the Secretarial Auditors of the Company toconduct the Secretarial Audit for the year ended March 31 2021.

17. Secretarial Audit Report

The Secretarial Audit Report for the Financial Year ended March 31 2021 is set out in Annexure[B] to this report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark or disclaimer.

18. Shifting of Registered Office

During the year under review the Registered office of the Company was shifted fromNational Capital Territory (‘NCT') of Delhi to the State of Gujarat as per Hon'bleRegional Director Order dated May 28 2020.

19. Corporate Social Responsibility (CSR)

Your Company believes that Corporate Social Responsibility is an integral part of itsbusiness. It seeks to operate its business in a sustainable manner which would benefit theSociety at large in alignment with the interest of its stakeholder. As per therequirements of Section 135 of the Companies Act 2013 pertaining to Corporate SocialResponsibility ("CSR") your Company has duly constituted a Corporate SocialResponsibility Committee ("CSR Committee").

In order to make meaningful and lasting contribution to the society the Company hadincorporated a Section 8 Company under the name and style as ‘Polycab Social welfareFoundation' on January 21 2020. The CSR budget for the financial year 2020-21 was Rs159.57 million and the Company had spent Rs 159.79 million for carrying out the CSRActivities. In compliance with the amendments in the various provisions of the CompaniesAct 2013 and the Companies Corporate Social Responsibility Amended Rules 2021 issued bythe Ministry of Corporate Affairs vide its notification dated January 22 2021 theCompany had amended the Corporate Social Responsibility (CSR) Policy and approved theAnnual Action Plan FY22. Further as required under Rule 4 (5) Chief Financial Officerhad issued a Certificate dated May 13 2021 certifying that the funds so disbursed by theCompany to Polycab Social Welfare Foundation have been utilised for the purposes and inthe manner as approved by Board of Directors of the Company from time to time. The CSRactivities for the financial year ended March 31 2021 along with the composition of CSRCommittee is set out in Annexure [C] - Annual Report on Corporate SocialResponsibility ("CSR") to this Report.

20. Risk Management Policy

A meeting of the Risk Management Committee was held on January 23 2021. The detailsabout the composition of Risk Management Committee and number of meetings held are givenin the Corporate Governance Report.

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis.

The Company' internal control encompasses various managements systems structures oforganisation standard and code of conduct which all put together help in managing therisks associated with the Company. In order to ensure the inter controls systems aremeeting the required standards it is reviewed at periodical intervals. If any weaknessesare identified in the process of review the same are addressed to strengthen the internalcontrols which are also revised at frequent intervals.

The Company through its risk management process aims to contain the risks within itsrisk appetite. There are no risks which in the opinion of the Board threaten the existenceof the Company. However some of the risks which may pose challenges are set out in theManagement Discussion and Analysis which forms part of this Annual Report.

21. Particulars of Loan given Investments made Guarantee given and Securitiesprovided under Section 186 of the Act.

Particulars of the loans given investments made or guarantees given covered under theprovisions of Section 186 of the Act are provided in the Notes to the StandaloneFinancial Statements.

22. Particulars of Contracts or Arrangements with Related Parties

There were no materially significant transactions with related parties during thefinancial year 2020-21 which were in conflict with the interest of the Company.

Further other suitable disclosures as required under IND AS - 24 have been made in theNotes to the financial statements. Form AOC - 2 pursuant to Section 134(3) (h) ofthe Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rule 2014 is setout in Annexure [D] to this report.

The policy on related party transaction is placed on the Company's website and isaccessible through weblink

23. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return as on March 31 2021 is available on the Company's website and accessiblethrough weblink.

24. Declaration by Independent Directors

All the Independent Directors had submitted their disclosures to the Board that theyfulfill all the requirements as stipulated under Section 149(6) of the Companies Act2013.

There had been no change in the circumstances affecting their status as IndependentDirectors of the Company so as to qualify themselves to be appointed as IndependentDirectors under the provisions of the Companies Act 2013 and the relevant regulations.

25. Separate Meeting of Independent Directors

In terms of requirements of Schedule IV of the Companies Act 2013 the IndependentDirectors of the Company met separately on January 23 2021 to inter alia reviewthe performance of Non-Independent Directors (including the Chairman) the entire Boardand the quality quantity and timeliness of the flow of information between the Managementand the Board.

26. Familiarisation Programme

In compliance with the requirements of SEBI LODR Regulations the Company has put inplace a framework for Directors' Familiarisation Programme to familiarise them with theirroles rights and responsibilities as Directors the working of the Company nature of theindustry in which the Company operates business model etc.

The details of the familiarisation programme conducted during the financial year underreview are explained in the Corporate Governance Report. The same is available on theCompany's website and are accessible through weblink.

27. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board at its meeting held on May 13 2021had carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees. The details of performance evaluation are mentioned inthe Corporate Governance Report.

28. Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is set out in Annexure [E] - Statement of Disclosure ofRemuneration to this Report.

Further pursuant to the provisions of the first provision to Section 136(1) of theCompanies Act 2013 the details of employee remuneration as required under Section197(12) of the Companies Act 2013 read with Rule 5(2) and Rule 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are available andshall be sent to Members who request for the same.

29. Company's Policy on Appointment and Remuneration of Directors

The Company had been following a policy with respect to appointment and remuneration ofDirectors Key Managerial Personnel and Senior Management Personnel. The appointment ofDirectors on the Board is subject to the recommendation of the Nomination and RemunerationCommittee (NRC). Based on the recommendation of the NRC the remuneration of ExecutiveDirector is fixed in accordance with the provisions of the Companies Act 2013 whichcomprises of Basic Salary Perquisites Allowances and Commission. The Remuneration ofNon-Executive Directors comprises of sitting fees and commission in accordance with theprovisions of Companies Act 2013.

The Remuneration Policy on making payment to Directors Key Managerial Personnel andSenior Management Personnel is available on the Company's website and is accessiblethrough weblink.

30. Employees Stock Option Schemes (ESOP)

The Company has following ESOP Schemes as mentioned below: a) Polycab Employee StockOption Performance Scheme 2018; and b) Polycab Employee Stock Option Privilege scheme2018.

During FY 2020-21 there had been no change in the Employee Stock Option Schemes of theCompany. The ESOP Schemes are in compliance with the SEBI (Share Based Employee Benefits)Regulations 2014 (‘the SBEB Regulations').

A Certificate from the Statutory Auditors of the Company that the schemes wereimplemented in accordance with the SEBI Regulations and the resolutions passed by theNomination & Remuneration Committee Members in this regard would be available at theAnnual General Meeting for inspection by the members. The details of policies as requiredto be disclosed under the SEBI Regulations is available on the Company's website and isaccessible through weblink.

The existing Employee Stock Option Performance Scheme 2018 is proposed to be amendedsuitably to empower the Board to exercise control to meet the requirements as deemednecessary under the various Compensation & Benefits Policy of the Company based on therecommendation of the Nomination and Remuneration Committee.

31. Credit Ratings

During the year under review the credit ratings of the Company for Bank Facilitieswere as follows:

Rs 40000 million
b. Long- term Ratings CRISIL AA/Positive
c. Short-term Ratings CRISIL A1+

During the year under review India Ratings and Research (Ind-Ra) had affirmed PolycabIndia Limited's (PIL) Long-term Issuer Rating at ‘IND AA'. The Outlook is Stable.

The credit ratings of the Company have been upgraded for Bank Facilities on May 122021 as follows:

a. Total Bank Facilities Rated Rs 35030 million
b. Long-term Ratings CRISIL AA+/Stable
c. Short-term Ratings CRISIL A1+

32. Awards and Accolades

During the year under review Polycab was honoured with various awards including thefollowing:

- ‘National Best Employer Brand for 2020' by World HRD Congress and EmployerBranding Institute.

- ‘Best System Integrator Company - National Telecom Make in India Awards 2020' byCommunication Multimedia and Infrastructure (CMAI) Association of India

- ‘Excellent Digital Infrastructure Company' – 5th International ICTExcellence Awards 2020

- ‘Excellent manufacturer of Optical Fibre Cables - National Telecom Make in IndiaAwards 2020' by Communication Multimedia and Infrastructure (CMAI) Association of India

- Best CFO 2020 for MNC in Mid Cap DSIJ

33. Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

As stipulated under Section 134(3)(M) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014. The information on conservation of energytechnology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014is set out in Annexure [F] - Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo to this Report.

34. Research and Development

The research activities carried out by the Company during the year under review is setout in Annexure [G] - Research & Development to this Report.

35. Details of Establishment of Vigil Mechanism for Directors and Employees

Your Company is committed to highest standards of ethical moral and legal conduct ofits business. In order to ensure that the activities of the Company and its employees areconducted in a fair and transparent manner by adoption of highest standard ofprofessionalism honesty integrity and ethical behaviour the Company has adopted hasadopted a Whistle Blower Policy in compliance with the provisions of Section 177 (9) and(10) of the Companies Act 2013 and Regulation 22 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Whistle Blower Policy is available on theCompany's website and is accessible through weblink

36. Disclosures under Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013

The Company has in place Prevention of Sexual Harassment (PoSH) Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. All employees (permanent contractual temporary trainees)are covered under this Policy. The Company provides a safe and dignified work environmentfor employee which is free of discrimination further the Company conducts awarenessProgramme at regular interval of time.

The objective of this policy is to provide protection against sexual harassment towomen at workplace and for redressal of any such complaints of harassment. The Company hasconstituted Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 to redress the complaintsreceived if any.

The Company did not receive any complaints of sexual harassment during the year underreview as well as in the preceding year.

37. Investor Education and Protection Fund

During the year under review no amount which is required to be transferred to theInvestors Education and Protection Fund as per the provisions of Section 125(2) of theCompanies Act 2013.

However pursuant to Section 124 (5) of the Companies Act 2013 the unpaid dividendsthat will be due for transfer to the Investor Education and Protection Fund are asfollows:

Type and year of Dividend declared/ Paid Date of Declaration of Dividend of Dividend Declared Unclaimed Dividend Amount as on March 31 2021 (Amount in `) Due for transfer to IEPF
Final Dividend 2018-19 26/06/2019 30% 149658 August 1 2026
Interim Dividend 2019-20 03/03/2020 70% 715519 April 9 2027

38. Corporate Governance & Business Responsibility Report

A Report on Corporate Governance along with a certificate from the Statutory Auditorsof the Company confirming of corporate governance requirements as stipulated underRegulation 27 of SEBI (LODR) Regulations forms part of this Annual Report. BusinessResponsibility Report for the financial year under review as stipulated under Regulation34(2)(f) of SEBI (LODR) Regulations is presented in a separate section forming part of theAnnual Report.

39. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations is presented in a separatesection forming part of the Integrated Annual Report.

40. Change in Nature of Business if any

During the year under review there had been no material change in the business of theCompany or in the nature of business carried by the Company during the financial yearunder review.

41. Material Changes and Commitments if any post balance sheet date

No material changes and commitments had occurred between end of the financial years ofthe Company to which the financial statements relate and upto the date of this reportwhich may affect the financial position of the Company.

42. Details of Significant and Material Orders

Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status andCompany's Operations in Future

There was no significant and material order passed by the regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

43. Details in respect of adequacy of Internal Financial Controls with reference to theFinancial Statements

The policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information

44. Secretarial Standards Issued by the Institute of Company Secretaries of India(ICSI)

The Directors state that applicable Secretarial Standard were followed during thefinancial year 2020-21.

45. Fraud Reporting

During the year under review no fraud was reported by Statutory Auditors undersub-section (12) of Section 143 of the Companies Act 2013.

46. Cautionary Statement

Statements in the Annual Report including those which relate to Management Discussionand Analysis describing the Company's objectives projections estimates and expectationsmay constitute ‘forward looking statements' within the meaning of applicable laws andregulations. Although the expectations are based on reasonable assumptions the actualresults might differ.

47. Acknowledgments

The Directors would like to thank the customers vendors dealers suppliersinvestors business associates bankers Government Authorities for their continuedsupport during the year.

The Directors would also like to appreciate the contribution made by employees at alllevels. Resilience to meet challenges was made possible by their hard work solidarityco-operation and support.

On Behalf of the Board of Directors of
Polycab India Limited
Inder T. Jaisinghani
Place: Mumbai Chairman & Managing Director
Date: May 13 2021 DIN:00309108

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