TO THE SHAREHOLDERS
Your Directors have the pleasure in presenting the Thirty Third (33rd)
Annual Report together with the Audited Financial Statements of your Company for the
Financial Year ended March 31, 2025.
SUMMARY OF FINANCIAL RESULTS
( in Lakhs)
| Description |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from Operations |
66165.23 |
68549.80 |
66165.23 |
68549.80 |
| Other Income |
310.20 |
1499.27 |
310.28 |
1499.27 |
| Earnings before Finance Costs, Depreciation and Tax |
3594.18 |
5578.99 |
3578.97 |
5544.52 |
| Finance Costs |
1334.85 |
1486.52 |
1334.91 |
1486.57 |
| Profit before Depreciation and Tax |
2259.33 |
4092.47 |
2244.06 |
4057.95 |
| Depreciation and Amortization |
1575.77 |
1079.37 |
1575.77 |
1079.37 |
| Profit before Tax |
683.56 |
3013.10 |
668.29 |
2978.58 |
| Tax Expenses |
180.45 |
764.35 |
179.15 |
764.35 |
| Net Profit for the year |
503.11 |
2248.75 |
489.14 |
2214.23 |
The financial statements have been prepared in accordance with Ind AS in terms of the
provisions of Section 133 of the Companies Act, 2013 read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended from time to time.
STATE OF COMPANY'S AFFAIRS
The Company is predominantly engaged in the business of manufacturing and sales of all
types of Optical Fibre Cables, Copper Telecommunication Cables, Structured Copper LAN
Cables, Specialty cables and allied accessories. There has been no material change in the
nature of business of the Company during the financial year ended March 31, 2025.
GENERAL & CORPORATE MATTERS
During the year under review, your Company achieved standalone Revenue from operations
of 66165.23 lakhs as compared to
68549.80 lakhs in the previous year (decrease of about 3.48%). The significant
reduction in the order flow is mainly due to drastic fall in demand for optical fibre
cables from both domestic and export market segments as all the telecom operators adopted
a strategy of monetizing the already built-up capex and put a hold on further expansion of
the network. The standalone Profit before Depreciation and Tax for the year stood at
2259.33 lakhs as compared to 4092.47 lakhs in the previous year. It is purely attributed
to a deep fall in the global level telecom network expansion. However, the Company has
clocked a historically highest sales in the Structured Copper LAN Cable segment, thereby
ensuring the Company operations to a reasonable levels ultimately maneuvering out of the
tough market situation.
The recent market intelligence report suggests that the global optical fibre cable
demand in 2025 Q1 is set to increase by 2.0% on a year-on-year basis, reaching 126.3
million FKM. Simultaneously, the global optical fibre cable production is projected to
grow by 2.7% on a year-on-year basis exceeding 123.1 million FKM in 2025 Q1. A very decent
growth is expected across nearly all regions except for China. The world's largest market,
China, is projected to experience a contraction of over 3.2% on a year-on-year basis in
optical fibre cable demand in 2025 Q1, declining to 52.3 million FKM from 54.0 million FKM
in 2024 Q1. This decline can be attributed to the sluggish carrier demand, delays in
tender evaluation and shrinking demand. In APAC region excluding China region, optical
fibre cable demand is estimated to reach 14.0 million FKM, by growing close to 5.6% on a
year-on-year basis in 2025 Q1. The growth is driven by ongoing telecom infrastructure
projects, rising data center investments, and government driven national broadband
initiatives in markets like Australia, India and ASEAN nations. India, being the largest
consumer in the said region, is expected to experience a decent growth on a year-on-year
basis in cable demand, due to gradually increasing procurement from private telecom
carriers and government tenders.
Europe's optical fibre cable demand is anticipated to grow very modestly by 1.5% on a
year-on-year basis, reaching 16.4 million FKM in 2025 Q1. Meanwhile, optical fibre cable
production in the region is expected to increase by over 5.5% on a year-on-year basis,
nearing 17.5 million FKM. The rebound follows six consecutive quarters of declining demand
and is driven by increased fibre deployment activities across key markets since the start
of the year 2025. In Western Europe, countries like Germany and UK are expected to see
expansions in FTTH roll-outs, while Italy is likely to witness a modest growth supported
by the ongoing government driven projects. In Eastern Europe, the markets like Poland and
Romania are expected to see marginal increase in demand for optical fibre cable owing to
the nationwide network expansions. However, Russia is forecasted to continue experiencing
declining cable demand due to reduced investments and economic challenges. In North
America, optical fibre cable demand is projected to grow by over 9.1% on a year-on-year
basis, reaching 28.2 million FKM in 2025 Q1. The USA, a key contributor to the regional
demand for optical fibre cables, is expected to see close to 10.0% growth on a
year-on-year basis in optical fibre cable consumption. The anticipated increase is
primarily driven by the expansion of hyperscale data centres and telecom network
build-outs by major telecom players in USA. Despite facing challenges, including
subscriber losses linked to the end of the Affordable Connectivity Program, carriers and
ISPs continue to gradually expand the optical fibre cable infrastructure in the country.
Overall, due to the glut in the optical fibre cable network roll-out requirements in
both India and the overseas market witnessed throughout the last year of 2024, the entire
cable manufacturing industry could not ramp up its offerings in a big way as compared to
the peak times, two years back. By the end of 2025 or during the beginning of 2026, the
market is expected to stablise and then gradual growth curve is expected to be seen. The
optical fibre industry is facing another major challenge right now in terms excess
capacities already built up primarily in China, followed by India and other major
economies coupled with drastic fall in the demand for network build-outs. In summary, the
fibre optic industry is expected to pick up to the growth path only in 2026, which should
propel the industry to new heights in terms of full capacity utilization.
Due to the cyclical nature of the business prospects in optical fibre cables, the
Company's strategy of having diversified product portfolio like, metal based Cables like
Structured Copper LAN Cables for Broadband connectivity applications, has paid off well
and enabled the Company to hold its head above the waters by way of giving historically
highest ever turnover for the financial year 2024-25. With highest customer appreciation,
the Company is continue to serve its esteemed customers with innovative product offerings
coupled with the right pricing strategy.
The members are advised to refer to the separate section on Management Discussion and
Analysis for a detailed understanding of the operating results and business performance.
MANAGEMENT DISCUSSION AND ANALYSIS
The management discussion and analysis of financial condition and results of operations
of the Company for the year under review, as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements), 2015, as amended from time to time
("Listing Regulations"), is provided in the Management Discussion and Analysis
Report, which forms a part of the Annual Report.
CAPITAL EXPENDITURE
During the year under review, the Company continued its focus on judicious capital
allocation and incurred capital expenditure aggregating to 2843.60 lakhs, consisting of
addition to (a) Plant & Equipment of 2769.10 lakhs; and (b) Other Fixed Assets of
74.50 lakhs for further capacity expansion/augmentation.
DIVIDEND
After considering the Company's profitability, free cash flow and overall financial
performance, the Board of Directors has decided not to recommend any Dividend on Equity
Shares for the Financial Year 2024-25 in order to conserve cash resources for future
business requirements.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amounts to the
General Reserve. For complete details on movement in Reserves and Surplus during the
financial year ended March 31, 2025, please refer to the ‘Statement of Changes in
Equity' included in the standalone and consolidated financial statements of the Annual
report.
UNPAID DIVIDEND
The disclosure relating to year wise amount of unpaid/unclaimed dividend lying in the
Unpaid Dividend account and the corresponding equity shares which are liable to be
transferred to the Investor Education and Protection Fund (IEPF) and the due date of such
transfer is provided in the Corporate Governance Report which forms part of the Annual
Report.
SHARE CAPITAL
The paid-up Equity Share Capital of the Company as at March 31, 2025 stood at 3000.00
lakhs. During the year under review, the Company has neither issued shares with
differential rights as to dividend, voting or otherwise nor has granted stock options or
sweat equity under any scheme. Further, none of the Directors of the Company holds
investments convertible into equity shares of the Company as on March 31, 2025.
DEPOSITS/FINANCE
During the year under review, your Company has not accepted any public deposits within
the meaning of Section(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 deposits was outstanding as on the date of the Balance Sheet.
Your Company continued to optimise bank borrowings by focusing on cash flows and
working capital management. The Company's financial discipline and prudence is reflected
in the credit rating ascribed by the external rating agency.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of Loans, Guarantees and Investments in pursuance to Section 186 of the
Companies Act, 2013 have been disclosed in the standalone financial statements read
together with Notes annexed to and forming an integral part of the standalone financial
statements.
CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) read with Para C of Schedule V of the Listing Regulations,
the Report on Corporate Governance and a Certificate by the Chief Executive Officer (CEO)
confirming compliance by all the Board Members and Senior Management Personnel with
Company's Code of Conduct and Auditors' Certificate regarding compliance of conditions of
Corporate Governance forms a part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiative under Corporate Social Responsibility (CSR), your Company
has undertaken CSR activities, projects and programmes broadly in accordance with Schedule
VII of the Companies Act, 2013, applicable provisions of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and CSR Annual Action Plan 2024-25 read with the
Company's CSR Policy. The CSR activities as detailed in Note No. 42 of the financial
statements have been carried out primarily in and around the local areas where the Company
operates and nearby localities. The Company has complied with the provisions of Section
135 of the Companies Act, 2013 and all its subsequent amendments and applicable rules.
The Annual Report on CSR activities giving brief outline of the Company's CSR Policy
and CSR initiatives undertaken during the year under review in the prescribed format as
per the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is
set-out in Annexure-I which is attached hereto and forms a part of the Directors' Report.
The Corporate Social Responsibility Policy of the Company is available on the website of
the Company and can be accessed at weblink: https://www.birlacable.com/Policies/CSR.pdf.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013: (a) that in the preparation of the annual
financial statements for the year ended March 31, 2025, the applicable accounting
standards ("Ind AS") read with requirements set out under Schedule III to the
Companies Act, 2013, have been followed and there are no material departures from the
same; (b) that such accounting policies as mentioned in Notes to the Financial Statements
have been selected and applied consistently and judgement and estimates have been made
that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2025 and of the profit of the Company for the year ended on
that date; (c) that proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; (d) that the annual financial statements have been prepared on a going
concern basis; (e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and (f) that proper
systems to ensure compliance with the provisions of all applicable laws were in place and
that such systems were adequate and operating effectively.
RISK MANAGEMENT AND ADEQUACY OF INTERNAL CONTROL SYSTEMS
Your Company's system of financial and compliance controls with reference to the
financial statements and risk management is embedded in the business process by which the
Company pursues its objectives. Additionally, the Audit Committee and the Board of
Directors assess and monitor regularly the framework for identification, evaluation and
prioritization of risks, mechanism to mitigate risks, process that methodically track
governance objectives, risk ownership/accountability, compliance with policies and
decisions that are set through the governance process, risks to those objectives and
services and effectiveness of risk mitigation and controls besides inherent risks
associated with the products/goods and services dealt with by the Company.
The Company has established procedure to periodically place before the Audit Committee,
the risk assessment and minimization initiatives and steps taken by the Company to
mitigate the risks. The important elements of risks are provided in the Management
Discussion and Analysis Report forming part of the Annual Report. Your Company's approach
to address business risks and compliance functions is comprehensive across the business
and includes periodic review of such risks and a framework for mitigating and reporting
mechanism of such risks. In the opinion of the Board of Directors, there are no material
risks, which may threaten the existence of the Company.
The Company has laid down the policies and procedures for internal financial controls
for ensuring the orderly and efficient conduct of its business, in order to achieve the
strategic, operational and other objectives over a long period and that its exposure to
risks are within acceptable limits. In addition, the policies and procedures have been
designed with an intent to ensure safeguarding of Company's assets, prevention and
detection of frauds and errors, accuracy in completeness of the accounting records and
timely preparation of reliable financial information.
The management is committed to ensure effective internal financial controls
environment, which provides assurance on the efficiency of Company's business operations
coupled with adherence to its established policies, safety/security of its assets besides
orderly and legitimate conduct of business in the circumstances, which may reasonably be
foreseen. The Company has defined organisation structure, authority levels delegated
powers, internal procedures, rules and guidelines for conducting business transactions.
The Company's system and process relating to internal controls and procedures for
financial reporting have been designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with the Companies Act, 2013, Companies (Indian Accounting
Standards) Rules, 2015 and all other applicable regulatory/statutory guidelines, etc. for
disclosures with reference to financial statements. The controls have been assessed during
the year under review, basis guidance note issued by the Institute of Chartered
Accountants of India on Audit of Internal Financial Controls over Financial Reporting.
Based on the results of such assessment carried out by the management, no reportable or
significant deficiencies, no material weakness in the design or operation of any control
was observed. Nevertheless, the Company recognises that any internal financial control
framework, no matter how well designed, has inherent limitations and in a dynamic
environment needs continuous review and upgrade from time to time.
Your Company's internal control systems are supplemented by an extensive program of
internal audit by an independent firm of Chartered Accountants. Internal audits are
conducted at regular intervals and a summary of the observations and recommendations of
such audits are placed before the Audit Committee. The Internal Auditors as well as the
Audit Committee conduct an evaluation of the adequacy and effectiveness of the system of
internal financial controls system on an ongoing basis.
The Board has also implemented systems to ensure compliance of all applicable laws to
the Company which were effective and operative. At quarterly intervals, the Company
Secretary & Compliance Officer places before the Board as well as Audit Committee a
certificate alongwith a detailed statement certifying compliance of various laws and
regulations as applicable to the business and operations of the Company after obtaining
confirmation from all functional heads responsible for compliance of such applicable laws
and regulations. The Company Secretary is responsible for compliance of corporate laws
including the Companies Act, 2013, SEBI Act 1992, Listing Regulations and relevant
rules/guidelines as well as other corporate laws/rules and regulations including any
statutory amendment(s), modification(s) or enactment(s) thereto to the extent apply and
extend to the Company.
INDUSTRIAL RELATIONS, SAFETY AND SUSTAINABILITY
Industrial relations remained cordial throughout the year. Your Directors recognize and
appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all
the employees in the uninterrupted journey of satisfactory financial performance of the
Company. The Board would also like to place on record its appreciation for dedicated and
exemplary services rendered by employees at all levels in the prevailing challenging times
in ensuring safe and reliable operations throughout the year. In the dynamic landscape of
work, ongoing changes necessitate a re-evaluation of the value proposition. Your
Directors, therefore, believe that implementing creative structures for employees across
all levels is essential, fostering innovation, growth, and ultimately enhancing the
Company's competitive edge. Further, the Company is proactively reskilling and upskilling
its employees at all levels to remain competitive, adapt to changes in market and to
respond to new business opportunities resulting from rapid pace of technological changes.
The Company has also created an environment where employees are encouraged to anticipate
industry shifts, adapt quickly and lead the teams through change with confidence supported
by continuous development, open dialogue and shared commitment to drive success. The
remuneration strategy is driven primarily by goals of aligning compensation with
productivity and performance, and competing for retaining talent and skills. The Company
is also strategizing ways to retain high performing and high potential employees with more
alacrity then before.
Your Company continues to accord a very high priority to both industrial safety and
environmental protection and these are ongoing process at the Company's plant and
facilities to maintain high awareness levels. Your Company is conscious of the importance
of environmentally clean and safe operations so as to ensure safety of all concerned and
compliance of applicable environmental regulations and to this end working continuously
towards reduction in waste for disposal. The Company as a policy re-evaluates safety
standards and practices from time to time in order to raise the bar of safety standards
for its people as well as users and customers.
The good and green philosophy is a cornerstone of the Company's business strategy for
protecting people, preserving the planet and generating value for the shareholders. As the
world faces significant environmental challenges, the Company has prioritised
sustainability to ensure long term resource availability, reduce environmental impact and
enhance operational efficiency. As sustainable practices are becoming part of the
industrial development, the Company is committed to innovating its products in order to
better meet the demand of its customers, with a consistent focus on the environment and
society. This, interalia, includes emissions and improving energy efficiency in its plant
and production processes. Alongside
using ecofriendly materials, reducing CO
2
transitioning to renewable energy, water conservation is another primary focus area of
the Company wherein it has rainwater harvesting, recycling systems and other efficient
water usage practices in place.
Our ambition is to be a global player playing a leading role in the decarbonization
agenda and our commitment to promoting growth that is sustainable for people and the
planet. The pillars of our sustainability strategy are articulated in four main areas:
environment, innovation, people and communities, and governance. Regarding the
environment, our primary goal is to proactively and pioneeringly engage in decarbonization
processes.
Community development through effective CSR projects is a core value of M.P. Birla
Group driven by the belief that the long term viability and ability to produce value are
tied to measured contribution in the life of communities in which the Group's facilities
operate. Long before the CSR regulations came into existence, the Group made it a priority
and commitment to serve the society and improve the quality of life for communities at
large. In line with the Group's philosophy, the Company has set unwavering commitment to
enhance the lives of marginalised communities near its plant and working locations through
need based CSR projects in the key areas of education, healthcare, environmental
sustainability, animal welfare, skill development, livelihood intervention, water and
sanitation and rural development.
RECOGNITION
The Company's manufacturing facilities continue to remain certified by independent and
reputed external agency as being compliant as well as aligned with the external standards
for Quality Management System as per ISO 9001:2015 & TL9000 R6.3/R.5.7(H),
Environmental Management System as per ISO 14001:2015, Occupational Health and Safety
Management System as per ISO 45001:2018, Business Continuity Management System as per ISO
22301:2019 and Information Security Management System as per ISO/IEC 27001:2022 Standards
for Design, development and manufacture of optical fibre cables, ribbon type optical fibre
cables, polyethylene insulated jelly filled telecommunication cables, copper communication
cables, insulated wire & cables, electric conductors, copper cable assemblies and
supply of accessories for optical fibre cables & copper cables. During the year, the
audits for these Certifications established continuous improvement in performance against
these standards.
Your directors are pleased to report that as an unwavering commitment to quality
assurance, the Testing Laboratory of Company's OFC Unit has obtained a Certificate of
Accreditation during the year under review in accordance with the standard
ISO/IEC17025:2017 from National Accreditation Board for Testing and Calibration
Laboratories (NABL) for its facilities at Rewa (M.P.) in the field of testing of optical
fibre, optical fibre cables and the said accreditation is valid upto January 8, 2026. Our
OFC Testing Laboratory, Rewa also has been assessed and designated as Conformity
Assessment Body (CAB) from Government of India, Ministry of Communications, Department of
Telecommunications, Telecommunication Engineering Centre, New Delhi.
DIRECTORS
During the year under review, Smt. Archana Capoor (DIN: 01204170) ceased to be a
Non-Executive Independent Director of the Company upon completion of her tenure viz.
second term of five (5) consecutive years as such at the close of business hours on
November 9, 2024. The Board of Directors places on record its deep sense of appreciation
for the valuable contributions and guidance provided by Smt. Archana Capoor during her
tenure as a Non-Executive Independent Director of the Company. Shri Ravindra Pratap Singh
(DIN: 00240910), who was appointed as an Additional Director with effect from August 9,
2024, has been appointed as a Non-Executive Non-Independent Director of the Company,
liable to retire by rotation, by the members of the Company by way of an Ordinary
Resolution passed on October 17, 2024, through Postal Ballot including Remote e-voting. In
accordance with the provisions of Section 152 of the Companies Act, 2013 read with rules
framed thereunder and the Company's Articles of Association, Shri Harsh Vardhan Lodha
(DIN: 00394094), Director is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible has offered himself for re-appointment as a Director of the
Company. The Nomination and Remuneration Committee as well as Board of Directors of the
Company has recommended his re-appointment for the consideration of the members of the
Company at the ensuing Annual General Meeting. As required under the Regulation 36(3) of
the Listing Regulations and relevant provisions of the Secretarial Standard on the General
Meeting (SS-2), the brief resume and other details of Shri Harsh Vardhan Lodha is given in
Annexure ‘A'. to the Notice of the ensuing Annual General Meeting.
KEY MANAGERIAL PERSONNEL
As on the date of this Report, Shri R. Sridharan, Manager and Chief Executive Officer
(CEO), Shri Somesh Laddha, Chief Financial Officer (CFO) and Ms. Suman, Company Secretary
are the Key Managerial Personnel of the Company as per Section(s) 2(51) and 203 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. During the year under review, Shri Nitin Arora resigned from the
post of Company Secretary of the Company with effect from the close of business hours on
January 18, 2025 and Ms. Suman was appointed as the Company Secretary of the Company with
effect from March 21, 2025.
DECLARATION BY INDEPENDENT DIRECTORS
In accordance with Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of
the Listing Regulations, all Independent Directors have submitted declarations confirming
that they meet the criteria of independence as mentioned in Regulation 16(1)(b) of the
Listing Regulations and Section 149(6) of the Companies Act, 2013. The Independent
Directors have also individually and severally confirmed that they are not aware of any
circumstance or situation which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an objective independent judgement
and without any external influence. Further, the Board after taking these
declarations/disclosures on record and acknowledging the veracity of the same, opined that
the Independent Directors of the Company, are persons of integrity and possess the
relevant expertise and experience (including the proficiency), fulfils the conditions
specified in the Listing Regulations and the Companies Act, 2013 for appointment of
Independent Directors and are independent of the Management.
MEETINGS OF BOARD OF DIRECTORS
During the year under review, the Board met five (5) times viz. on May 10, 2024, August
9, 2024, October 24, 2024, February 9, 2025 and March 21, 2025. The intervening gap
between two meetings did not exceed 120 days as prescribed under the Companies Act, 2013
and Listing Regulations. The details meeting of the Board of Directors and its committees
and the attendance of the Directors are provided in the Report on Corporate Governance,
which forms a part of the Annual Report. The Independent Directors of the Company also
held a separate meeting on March 21 2025 without attendance of the Chairman and other
Non-Independent Directors and members of the management, in compliance with the applicable
provisions of the Listing Regulations.
AUDIT AND OTHER COMMITTEES OF BOARD
As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013
and the rules framed thereunder, the composition and meetings of the Audit Committee were
in line with the provisions of the Companies Act, 2013 and the Listing Regulations. During
the year under review, all the recommendations made by the Audit Committee were duly
accepted by the Board of Directors.
As required under the Companies Act, 2013 and Listing Regulations, the Company has also
constituted various other statutory committees of the Board viz. Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Corporate Social
Responsibility Committee.
The requisite details of all the committees including their terms of reference,
composition, number of meetings held during the year under review and attendance at the
meetings, etc. are provided in the Report on Corporate Governance forming a part of the
Annual Report.
PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
Pursuant to the Provisions of the Companies Act, 2013 and Listing Regulations and the
Guidance Note on Board Evaluation issued by SEBI, the Board of Directors of the Company
carried out the annual evaluation of its own performance and that of its Committees and
individual Directors as per mechanism for such evaluation evolved by the Board, interalia,
to assess the skill set and contribution that are desired recognising that competencies
and experiences evolves over time. The manner in which annual evaluation has been carried
out by the Board of Directors is provided in the Report on Corporate Governance which
forms a part of the Annual Report.
As part of the evaluation process, the Board of Directors also considered the criteria
for performance evaluation of Independent Directors and the Board of Directors as
formulated by the Nomination and Remuneration Committee.
The Independent Directors, after taking into account the views of the Non-Executive
Directors and Non-Independent Directors, carried out the annual evaluation of the
Chairman. They have also undertaken the evaluation of the Board as a whole, its
Committees, and individual Directors. The outcome of this evaluation was reviewed and
deliberated by the Board of Directors.
The performance evaluation of Independent Directors was carried out by the entire Board
of Directors, excluding the Directors being evaluated. The results of the evaluations
reflected a high level of commitment, engagement, and effective functioning of the Board
and its various Committees. In conclusion, the Board of Directors expressed satisfaction
with the overall performance of the Board, its Committees, and individual members.
SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Board of Directors, in consonance with the recommendations of the Nomination and
Remuneration Committee ("NRC"), has adopted the Terms of Reference, which, inter
alia, sets out with the criteria for identification of members of the Board of Directors
and the selection/appointment of Key Managerial Personnel (KMP) and Senior Management
Personnel of the Company. The NRC recommends the appointment of Directors and the
appointment or re-appointment of the Manager & CEO based on his/ her qualifications,
expertise, positive attributes, independence and professional expertise, in accordance
with the applicable provisions of the Companies Act, 2013, governing rules framed
thereunder, and the Listing Regulations.
In addition to ensuring diversity of race and gender, the NRC also considers the impact
the appointee would have on the Board's overall balance of professional experience,
background, viewpoints, skills, and areas of expertise.
The Board of Directors in consonance with the recommendations of the NRC, has also
adopted the Remuneration Policy for the members of the Board and the Executive Management.
The Remuneration Policy is aligned with prevailing industry practices. The guiding
principles of the Remuneration Policy are detailed in the Report on Corporate Governance,
which forms a part of the Annual Report. The Remuneration Policy is uploaded on the
website of the Company and can be accessed at weblink:
https://www.birlacable.com/Policies/Remuneration.pdf.
MAINTENANCE OF COST RECORDS
The requirement of maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, and the audit of such
cost records by a Cost Accountant, is applicable in respect of certain specified products
of the Company. Accordingly, such accounts and records are made and maintained by the
Company.
AUDITORS
In terms of the provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 as amended vide the Companies (Amendment) Act,
2017 and the Companies (Audit and Auditors) Amendment Rules, 2018 respectively, Messrs V.
Sankar Aiyar & Co., Chartered Accountants (Firm Registration No.109208W) were
appointed as Statutory Auditors of the Company to hold office for a term of five (5) years
until the conclusion of the 35th Annual General Meeting (AGM) of the Company to
be held for the financial year 2026-27. The Auditors have confirmed to the Company that
they continue to remain eligible to hold office as the Auditors and are not disqualified
for being so appointed as Statutory Auditors under the Companies Act, 2013, the Chartered
Accountants Act, 1949 and the rules and regulations framed thereunder.
The Board of Directors, on the recommendation of the Audit Committee, has re-appointed
Messrs D. Sabyasachi & Co., Cost Accountants (Firm Registration No. 000369), as the
Cost Auditors for the financial year 2025-26 for conducting the audit of the cost records
maintained in respect of certain specified products covered under the Companies (Cost
Records and Audit) Rules, 2014 and fixed their remuneration. In terms of the provisions of
Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules,
2014, the remuneration payable to the Cost Auditors, together with reimbursement of
applicable Goods and Services Tax thereon and actual out of pocket and travelling expenses
incurred in connection with the audit of cost accounting records of the Company, is
subject to ratification by the members at the ensuing Annual General Meeting of the
Company. The Cost Audit Report for the financial year ended March 31, 2024, in respect of
the specified products, was filed with the Ministry of Corporate Affairs on September 2,
2024.
AUDITORS' REPORT
The Auditors' Report on the financial statements of the Company for the year ended
March 31, 2025 forms a part of the Annual Report. There is no qualification, reservation,
adverse remark, disclaimer or modified opinion in the Auditors' Report that calls for any
further comments or explanations.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Messrs R.K. Mishra
& Associates, Practicing Company Secretaries were appointed to undertake the
Secretarial Audit of the Company for the financial year ended March 31, 2025. The Report
of the Secretarial Auditor is given in the prescribed form in Annexure-II, which is
attached hereto and forms a part of the Directors' Report.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer. The observation of Secretarial Auditor is self-explanatory in nature
and does not require any comment or explanation from the Board of Directors. Further,
pursuant to amended Regulation 24A of the Listing Regulations, Messrs R.K. Mishra &
Associates, Practicing Company Secretaries (Unique Identification No. P1991MP039900 and
Peer Review Certificate No. 4333/2023) have been appointed as the Secretarial Auditor to
undertake the Secretarial Audit of your Company for the first term of Five (5) consecutive
years from financial year 2025-26 till financial year 2029-30, subject to approval by the
members at the ensuing Annual General Meeting. Messrs R.K. Mishra & Associates has
confirmed that it is not disqualified to be appointed as Secretarial Auditor and is
eligible to hold office as Secretarial Auditor of the Company.
COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS
The Company has proper system in place to ensure compliance with the provisions of
applicable Secretarial Standards. During the year under review, your Company has complied
with applicable Secretarial Standards i.e. SS-1 and SS-2 relating to "Meetings of
Board of Directors" and "General Meetings" respectively issued by the
Institute of Company Secretaries of India. For more details, the members are advised to
refer to the Secretarial Audit Report which is attached hereto and forms a part of the
Annual Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into by the Company during the
financial year under review were generally on arms' length basis and in the ordinary
course of business and in accordance with the applicable provisions of the Companies Act,
2013 read with rules framed thereunder, the applicable provisions of Listing Regulations
and your Company's Policy on Related Party Transactions. During the year under review,
your Company has not entered into any transactions with related parties which could be
considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the
disclosure of related party transactions as required under Section 134(3)(h) of the
Companies Act, 2013 in Form AOC-2 is not applicable. There are no material significant
related party transactions entered into by the Company with its Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large or which could be prejudicial to the interest of
minority shareholders. Details of the related party transactions entered into by the
Company are provided in Note No. 39. (A) of the Notes to standalone financial statements
for the financial year 2024-25.
Prior omnibus approval of the Audit Committee is obtained on an annual basis for a
financial year for the related party transactions which are of a foreseen and repetitive
in nature. The statement giving details of all related party transactions entered into
pursuant to the omnibus approval together with relevant documents/information, as
required, are placed before the Audit Committee for review and updation on quarterly
basis. Pursuant to the provisions of Regulation 23 of the Listing Regulations, your
Company has submitted to the stock exchanges, disclosures of related party transactions in
the prescribed format every six months on the date of publication of its standalone and
consolidated financial results. The Company's Policy on materiality and dealing with
Related Party Transactions (‘RPT Policy') as approved by the Board of Directors is
uploaded on the Company's website and can be accessed at weblink:
https://www.birlacable.com/Policies/RPT.pdf.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
Your Company has a Wholly Owned Subsidiary in the name of Birla Cable Infrasolutions
DMCC incorporated at UAE. The Company has formulated a policy on identification of
material subsidiaries in accordance with Regulation 16(1)(c) of the Listing Regulations
and the same is placed on Company's website at
https://www.birlacable.com/Policies/Material-Subsidiaries.pdf. The Subsidiary is not a
material unlisted subsidiary company as defined under the Listing Regulations.
A Statement containing the salient features of the financial statements, to the extent
available, of subsidiary, as prescribed under the first proviso to sub-section (3) of
section 129 of the Companies Act, 2013 read with rule 5 of The Companies (Accounts) Rules,
2014 is provided as an Annexure to the consolidated financial statements and therefore not
repeated for the sake of brevity. In accordance with the provisions of Section 136 of the
Companies Act, 2013 read with Listing Regulations, the Company's audited financial
statements including the consolidated financial statements and all other documents
required to be attached thereto are placed on the Company's website
https://www.birlacable.com. A report on the performance of financial position of the
wholly owned subsidiary as per the provisions of the Companies Act, 2013 is provided as
part of the consolidated financial statements and hence not repeated herein for the sake
of brevity.
The Company is not having any Associate or Joint Venture Company.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company for the financial year 2024-25
have been prepared in the same form and manner as that of standalone financial statements
of the Company and are in compliance with the applicable provisions of the Companies Act,
2013 and as stipulated under Regulation 33 of Listing Regulations as well as in accordance
with the Indian Accounting Standards notified under the Companies (Indian Accounting
Standards) Rule, 2015. The audited consolidated financial statements together with the
Independent Auditor's Report thereon form part of the Annual Report.
DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, ETC.
As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Statement of Disclosure of Remuneration and such other details as prescribed therein are
given in Annexure-III, which is attached hereto and forms a part of the Directors' Report.
ANNUAL RETURN
A copy of the Annual Return of the Company prepared in accordance with Section 92(1) of
the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration)
Rules, 2014 is placed on website of the Company in pursuance to Section 92(3) of the
Companies Act, 2013 and the same can be accessed at the weblink
https://www.birlacable.com/Annual-Return.pdf.
PARTICULARS OF EMPLOYEES
The disclosure required pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, in respect of employees of the Company are given in
Annexure-IV, which is attached hereto and forms a part of the Directors' Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules 2014, the information pertaining to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure-V,
which is attached hereto and forms a part of the Directors' Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation
22 of the Listing Regulations, the Company has implemented a Vigil Mechanism/ Whistle
Blower Policy to deal with instances of fraud and mis-management, if any, and conducting
business with integrity including in accordance with all applicable laws and regulations.
No employee has been denied access to the Vigilance Officer as well as direct access to
the Chairperson of the Audit Committee in appropriate or exceptional cases. The details of
the Vigil Mechanism and Whistle-Blower Policy are explained in the Report on Corporate
Governance. The said Policy is uploaded on the website of the Company and can be accessed
at weblink: https://www.birlacable.com/Policies/Whistle-Blower.pdf.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee(s) under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH") and rules framed thereunder. The
Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy
on prevention, prohibition and redressal of sexual harassment at workplace. All employee
(permanent, contractual, temporary, trainees) as well as consultants are covered under the
Policy. The framework ensures complete anonymity and confidentiality.
During the year under review, no case was filed or reported in pursuance to the
provisions of the said Act. The annual return for compliance with POSH for the calendar
year ended December 31, 2024, has been duly filed with the concerned authority.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions or events concerning the same during the
year under review: (a) No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status of the Company and its
operations in future.
(b) There have been no material changes and commitments which affect the financial
position of the Company that have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of this Report.
There has been no material change in the nature of business of the Company.
(c) The Statutory Auditors, Internal Auditors, Cost Auditors and the Secretarial
Auditors have not reported any instance of fraud committed in the Company by its officers
and employees in terms of Section 143(12) of the Companies Act, 2013. Accordingly, no
detail is required to be disclosed in pursuance to Section 134(3)(ca) of the Companies
Act, 2013.
(d) The Company has neither filed any application under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016), as amended from time to time, nor has availed one time settlement
with respect to any loans from banks or financial institutions.
(e) There were no revisions made in the financial statements and Directors' Report of
the Company. (f) All the material events have been duly disclosed to the stock exchanges
during the year under review.
CAUTIONARY STATEMENT
Statements in the Annual Report, including those which relate to Management Discussion
and Analysis describing the Company's objectives, projections, estimates and expectations,
may constitute ‘forward looking statements' within the meaning of applicable laws and
regulations. Although the expectations are based on reasonable assumptions, the actual
results might differ.
ACKNOWLEDGEMENT
The Board of Directors desires to place on record its grateful appreciation for the
excellent assistance and constant support/cooperation received from the State Government,
bankers, investors, vendors etc. and expresses sincere gratitude to valued customers and
other business associates for their persistent faith in the Company's capabilities. Your
Directors also wish to place on record their sincere thanks and infinite appreciations to
all the employees of the Company for their timeless efforts, passion and perseverance and
valuable contribution for sustainable growth and satisfactory financial performance of the
Company and look forward to their support in future as well.
|
For and on behalf of the Board of Directors |
|
Harsh V. Lodha |
Bachh Raj Nahar |
|
Chairman |
Director |
|
(DIN: 00394094) |
(DIN: 00049895) |
| Place : New Delhi |
|
|
| Date : May 21, 2025 |
|
|