INDUSTRY STRUCTURE AND DEVELOPMENTS
The Companys main business activities are manufacturing and sales of all types of Optical Fibre Cables, Copper Telecommunication Cables, Structured Copper LAN Cables, Specialty cables and allied accessories.
Despite a lull in the requirement of Optical Fibre Cables during the start of the Financial Year 2024 – 25 under review, the Structured Copper LAN Cables segment clocked great volumes and the year started off with resilience in the operations and this pattern continued throughout the year, thereby uplifting the overall performance of the company and finally helped the Company to maneuver the tough times in the telecom sector.
The deep glut in the demand of Optical Fibre Cables on a global level affected the entire industry to historically very low levels thereby affecting the cable manufacturing industry to a great extent. It is purely due to the exceptional performance from the other industry segment of Structured Copper LAN Cable manufacturing, the Company could survive this big downturn in the demand of Optical Fibre Cables. However, the overall telecom industry is poised to revive in 2025 end, and thereby giving a boost to the demand of building new Optical Fibre Cable Networks. Overall, the Company is having resilient systems in place to withstand the cyclical downturn in the industry.
In general, there is no material change in the industry structure.
OVERALL REVIEW
Business Review and Outlook
India has witnessed one of the fastest 5G roll-outs globally. Since its launch in October 2022, 5G has been deployed across all states and union territories and is currently available in 773 out of 776 districts. The 5G infrastructure has also expanded rapidly, with the country now hosting over 0.46 million 5G transceiver stations. Moreover as of end of March 2025, Indias 5G subscriber base has grown significantly to over 250 million. The industry continues to accelerate 5G deployment, while the government is making efforts to take an early lead in adopting the next generation networks – 6G. Together, these advanced communication technologies are paving the way for the development of a multitude of innovative use cases beyond traditional voice calls and data services, and are expected to drive Indias digital economy.
The adoption of 5G in India is being driven by the increased availability of affordable 5G-enabled smartphones, low tariffs, the adoption of next-generation technologies and a rapidly evolving digital ecosystem. All the major operators have been offering 5G services at no extra cost and have only recently revised their tariff structure upwards. The availability of budget friendly 5G smartphones has further fuelled the adoption, with handset manufacturers offering devices with advanced capabilities at increasingly affordable price points. Another key driver is the growing adoption of next generation technologies such as cloud computing, artificial intelligence and internet of things (IoT), all of which require high speed, low latency networks. For instance, 5G powered IoT sensors are being used to detect equipment anomalies, facilitating predictive maintenance and reducing down-time. Furthermore, 5G is playing an integral role in the development of smart cities, with applications in traffic management, energy distribution and public safety. The adoption of cloud based applications in sectors such as healthcare, education and retail is also driving enterprises and institutions to embrace 5G connectivity for more efficient and scalable operations.
Moreover, the introduction of fixed wireless access (FWA) using 5G is seen as a visible solution for broadband penetration in underserved regions, offering a complementing solution to the subscribers. This augurs well, as the growing need for reliable, high-capacity connectivity to support hybrid work models, streaming content and smart home solutions is accelerating the 5G uptake.
As India continues to expand its 5G network, the government is laying the ground work to take an early lead in 6G technology. Expected to launch in the early 2030s, 6G will build upon the foundation established by 5G, enabling transformative applications that merge the digital and physical worlds. Research in 6G use cases is already underway with potential applications such as immersive tele-presence through the internet of senses, enhanced human-machine interaction, widespread mixed reality in public transport, precision healthcare, smart agriculture and autonomous supply chains. India is also positioning itself at the forefront of 6G innovation. The country has secured over 200 patents, is actively involved in international standard-setting forums such as the International Telecommunication Union, and has formed specialised innovation groups and task forces. The government has also released a "6G Vision Document", detailed its strategic road map for the leadership in 6G development. Both 5G and 6G technologies mark a departure from the legacy networks, moving beyond traditional voice and data services to low-latency, high bandwidth applications. Both these technologies require large scale deployment of Optical Fibre Cables across the entire Telecommunication Network which should give a fillip to the Cable Manufacturing industry in the years to come. According to the recent industry report, India is expected to have 770 million 5G subscribers by 2028. Further 5G data usage is projected to surpass 4G by the Q1 of 2026. The coming years will see Indian telecom sector shaped by rapid 5G uptake, groundwork for 6G, and a greater focus on digital inclusion. As 5G matures and continues to evolve, its role in enabling smart cities, Industry 4.0, IoT and immersive mobile experiences will become more pronounced. The eventual commercialisation of 5G Advanced systems will further accelerate these transformations and help unlock the full potential of next-generation connectivity.
Further, the broadband is extensively delivered by using copper LAN Cables on taking the strengths of Optical Fibre Cables in the backbone network. Lot of Enterprise Networks deeply use the Structured Copper LAN Cables in huge volumes, as the hybrid model of the Network topology delivers the desired broadband connections to the end subscribers in a dense application environment. Overall the hybrid application use cases, help the cable manufacturing sector to derive major advantages in terms of bulk uptake and thereby delivers growth trajectory in a calibrated way.
The ambitious BharatNet Projects Phase III of Government of India as part of its ‘Digitial India Program at last has started to take-off, as the orders are already getting placed on the successful bidders. This three year project is definitely poised to ramp up the consumption of Optical Fibre Cables as the Network has to be deployed in the Middle Mile levels to ultimately give broadband penetration in the gram panchayat nodes on a pan-India basis and to give final connectivity to the intended applications. Overall the Cable manufacturing industry is expected to benefit from the huge planned requirement of Optical Fibre Cables.
Some of the key triggers for data explosion in India are low data tariff plans, access to affordable smartphones, the governments focus on ‘Digital India program to deliver citizen centric services across the country in a big way, the growing user base of social media, gaming, e-commerce, digital transactions and over the-top platforms. Further, the overall public cloud services market in India is expected to reach around US $ 24 billion by 2028, as per some industry reports. Moreover, driven by the artificial intelligence (AI) requirements, the global data centre (DC) market has already witnessed multiple large scale deals (over 300 MW) signed by hyper-scale Data Centre players and India is definitely expected to follow the trend. This large scale Data Centre projects have already started giving tremendous impetus to the cable manufacturing sector as high density, large fibre count Optical Fibre Cables coupled with high performance structured LAN Cable offerings finding robust use cases in this fast developing Data Centre market.
Telecommunication Cables
(A) Optical Fibre Cables (OFC)
The OFC business decreased to a level of 11516.07 lakhs during the financial year 2024-25 as compared to 23893.14 lakhs in the previous year due to very low demand of optical fibre cables in both domestic and export segments. Out of this, exports contributed to a level of 7402.38 lakhs during the financial year 2024-25 due to sluggish market conditions.
(B) Copper Telecommunication/Structured Cables
The Company has ramped up the sales of Structured Copper LAN Cables and has clocked a robust increase in the turnover in this Copper cable segment during the financial year 2024-25, thereby achieving the historically highest turnover for the Company in this segment. The sales of this type of cable increased to 51520.66 lakhs during the financial year under review as compared to 42218.57 lakhs in the previous year. The Companys robust customer service and meeting prompt delivery requirements have been well appreciated with the leading customers in this business segment and the Company is well poised to serve the long term customers to fulfil their needs by setting up one of the industrys best benchmark standards in all their requirements.
FINANCIAL REVIEW
(a) The revenue from operations decreased by 3.47% to 66165.23 lakhs during the financial year 2024-25 as compared to
68549.80 lakhs during the previous year, primarily due to slow down in the optical fibre cable business.
(b) The raw material consumption was higher by 0.57 % as compared to previous year.
(c) During the year under review, the Finance cost has decreased to 1334.85 lakhs in current year under review as compared to 1486.52 lakhs in the previous year.
(d) The profit after tax for the year under review stood at 503.11 lakhs as compared to 2248.75 lakhs in the year 2023-24. (e) The Other Equity of the Company stood at 22428.17 lakhs for the year under review.
(f) The additions to the Fixed Assets of 2843.60 lakhs during the year is mainly on expansion of existing manufacturing capacity of the Company.
(g) For detailed information on the financial performance with respect to operational performance, a reference may please be made to the financial statements.
(h) Details of significant changes in key financial ratios:
| Ratios | 2024-25 | 2023-24 | Variation | Reasons for Change |
| Debt-Equity Ratio | 0.49 | 0.74 | -33.39% | Due to repayment of long term borrowings during thee |
| (In Times) | year. | |||
| Return on Equity | 2.25 | 10.42 | -78.36% | Due to decrease in profitability of the current year as |
| (ROE) (in %) | compared to previous year. | |||
| Inventory Turnover Ratio | 10.43 | 7.65 | 36.94% | Due to decrease in inventory levels during the current |
| (ITR) (in Times) | year as compared to previous year. | |||
| Net Capital Turnover Ratio | 4.78 | 3.78 | 26.66% | Due to decrease in working capital. |
| (in Times) | ||||
| Net Profit Ratio (in %) | 0.80 | 3.39 | -76.34% | Due to decrease in profitability of the Company in the |
| current year as compared to previous year. | ||||
| Return on Capital Employed | 5.50 | 11.13 | -50.56% | Due to decrease in profitability in current year as |
| (in %) | compared to previous year. | |||
| Return on Investment in | 9.40 | 26.47 | -64.47% | Due to less increase in the value of investments as |
| Shares (in %) | compared to previous year. |
OPPORTUNITIES AND THREATS
The Indian telecom market has expanded rapidly in the past few years, driven by the increasing availability of affordable smartphones, low tariffs, government initiatives, digital applications and advancements in next-generation technologies. The number of telephone connections grew from 933 million in March 2014 to 1,188.7 million in October 2024, with overall tele-density reaching approximately 84.5 per cent. Internet connections also rose sharply from 251.5 million in March 2014 to 969.6 million in June 2024, reflecting a 285.53 per cent growth. Meanwhile, average monthly data consumption per wireless subscriber increased by 353 times, reaching 21.30 GB in June 2024, compared to just 61.66 MB in March 2014. To support this surge in telecom services, both the government and industry have taken several steps to enhance network capacity and coverage and improve the quality of services. There as been a significant growth in the deployment of telecom towers, optical fibre cables (OFCs), base transceiver stations (BTSs) and small cells across the country. The country now has approximately 0.8 million telecom towers, 2.93 million BTSs and over 0.46 million 5G mobile BTSs. Fibre infrastructure has also advanced considerably, with over 3.72 million route Km of OFC deployed. The pace of fibre deployment has accelerated significantly since the launch of 5G services, averaging around 0.1 million route Km per month compared to about 0.017 million in the pre-5G years.
With telecom emerging as the backbone of Indias digital economy, industry stakeholders, including technology companies and investors, can leverage the opportunities arising from rapid expansion and modernisation. Telecom operators, driven by the roll-out of 5G services and Indias ambition to take an early lead in 6G, can enhance their service offerings and tap into new revenue streams. They can achieve this by deploying small cells, expanding OFC networks to meet 5Gs high speed, low latency requirements and forming partnerships with infrastructure providers and technology companies to reduce capital expenditure. Meanwhile, tower companies stand to benefit from the increased network densification, as small cells and fibre deployment become integral to next generation networks. Currently, the fiberisation of cell towers stands at 44 % only and to have a sufficient speed in line with the 4G and 5G communication requirements, the country should reach the level of 85 – 90 % fiberisation of the cell towers. All the telecom operators and the tower companies are concentrating on this aspect, which surely will provide great supply opportunities to the Optical Fibre Cable manufacturing sector.
However, despite these advancements and tremendous opportunities, telecom infrastructure remains grossly insufficient to meet the growing demand for seamless connectivity. Challenges such as securing the Right of Way (RoW) permissions, particularly in urban areas, continue to delay the deployment of telecom towers and OFCs, despite efforts to standardise charges and streamline approvals. The high capital expenditure required for infrastructure expansion also remains a major hurdle, along with spectrum acquisition and 5G roll-out costs. Moreover, there remains a significant rural-urban divide in telecom services, with rural tele-density at around 58.5 per cent, significantly lagging behind urban tele-density, which stands at around 132 per cent.
On a brighter note, the Government of India has given tremendous policy impetus to accelerate the growth, but it requires further room for improvement. The government has launched several initiatives to accelerate digital infrastructure deployment across the country. One such key move was the launch of the GatiShakti Sanchar Portal in 2022, aimed at centralising and streamlining RoW approvals. By integrating stakeholders across central and state governments, local bodies and service providers, the portal has reduced bureaucratic delays and minimised paperwork. Moreover, in September 2024, the Department of Telecommunications released the new RoW rules to further facilitate the installation of telecom infrastructure.
The Governments policy decisions always shape up the telecom industry in general and any new changes in the rules and guidelines will have a bearing in the industry. However, with the robust system in place, the industry is able forge ahead with the drive to sustain the growth trajectory.
RISKS AND CONCERNS
As in the case of any other industry segments, risks are always there and telecom industry is also prone to various roadblocks from time to time, in terms of non-availability of cheaper finances, logistics issues, policy concerns, taxation perils, availability of skilled workforce, foreign exchange fluctuations and high turn-over of workforce. The concern about logistics related to bringing in the raw materials into the manufacturing locations and reaching out to the customers with the finished products still remain as a major bottleneck due to geopolitical disturbances in recent times coupled with increased cost of logistics. However, your Company has systems and robust policies in place which should fend-off these risks and concerns.
Technological
(a) No more traditional copper telecommunication cable requirements in the network are required, as all the telecom operators are going for optical fibre cables.
(b) Cut-throat competition is the norm which is always prevailing in the cable industry as some of the players offering highly advantageous price levels to the customers, thereby bringing the margins under huge pressure.
(c) Players offering products with inferior technology, ultimately affecting the network to standards which are not at par with international ones.
Financial
Financial risks would include, interalia, low-capacity utilization, un-remunerative prices, highly concentrated customers base, shorter delivery schedule and liquidated damages, foreign exchange exposure and related exchange rates fluctuation, commodity price including adverse movements in prices of raw-materials, warranty, and security, current or future litigations, working capital management and interest rate, contingent liabilities, etc. In addition, the credit risks could increase, if the financial condition of Companys customers declines. The Company regularly identifies and monitors the financial risks as well as potential business threats and develops appropriate risk mitigation plans. The Companys crisis management capability is also reasonably honed to protect its reputation with its stakeholders.
INTERNAL CONTROL SYSTEMS
The Companys system of financial, operational and compliance control and risk management is embedded in the business process by which the Company pursues its objectives. The established system also provides a reasonable assurance on the efficiencies of operations, safety of assets besides orderly and legitimate conduct of Companys business in the circumstances which may reasonably be foreseen. The Company has a defined organization structure; authority levels, delegated powers, internal procedures, rules and guidelines for conducting business transactions.
The Company has already engaged a firm of Chartered Accountants for internal auditing, who besides conducting periodic audits, independently reviews and strengthens the control measures. The Internal Auditors regularly brief the Management and the Audit Committee on their findings and also on the steps to be taken with regard to deviations, if any.
ENVIRONMENT & SAFETY
The Company successfully continued with the implementation of occupational health and safety, quality and environmental protection measures and these are ongoing processes at the Companys plant and facilities. Various proactive measures have also been adopted and implemented which, interalia, include adoption of cleaner technologies wherever feasible, conservation of resources through waste reduction and training of employees with a focus on sustainable development by improving standards on occupational health & safety and environment protection. As a recognition of these objectives, the entire range of products of the Company continue to remain certified to the requirement of international standard ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health and Safety Management System) by the DNV Business Assurance India Pvt Ltd.
INDUSTRIAL RELATIONS & HUMAN RESOURCE DEVELOPMENT AND CORPORATE SOCIAL RESPONSIBILITIES
The Company sees its relationship with its employees as critical to the future and believes that every employee needs to possess apart from competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful, relevant and competitive in managing the change constructively for overall growth of the organization. To this end, the Companys approach and efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated participation in organizational development. In-house and external training and instructions are also provided to employees at all levels, which help in attaining professional and productive culture by a blend of technology and highly skilled manpower.
The Company is committed to maintain good industrial relations through active participation of workers, regular meetings and discussions on all legitimate and legally tenable issues. The Company employed 302 number of permanent employees on its Roll as on March 31, 2025.
CAUTIONARY STATEMENT
Statements in the Managements Discussion & Analysis Report which seek to describe the Companys objectives, projections, estimates, expectations and predictions may be considered to be "forward-looking statements" as of the date of this report and are stated as required by applicable laws and regulations. Actual performance and results could differ materially from those expressed or implied and the Company owes no obligation to publicly update these forward looking statements to reflect subsequent events or circumstances. Market data and product analysis contained in this Report has been obtained from internal Company reports and industry publications, but their accuracy and completeness are not guaranteed and their reliability cannot be assured.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) read with Para C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance of Birla Cable Limited (‘the Company") for the financial year ended March 31, 2025 is set out below:
1. CORPORATE GOVERNANCE PHILOSOPHY:
Good Corporate Governance is an integral part of the Companys management and business philosophy. The Company operates within accepted standards of propriety and justice with transparency in all dealings, without compromising on integrity, corporate social responsibility and regulatory compliances concerning business and operations of the Company.
The importance of Corporate Governance lies in its contribution both to business prosperity and to accountability. Corporate Governance envisages commitment of the Company towards the attainment of high levels of transparency, accountability and business prosperity with the ultimate objective of realising long term shareholder value, whilst taking into account the interest of all other stakeholders for wealth creation. The Company will continue its efforts towards raising its standard in Corporate Governance and will also review its systems and procedures constantly in order to keep pace with the changing governance and economic environment.
The Company has complied with the applicable requirements of Corporate Governance and the Disclosures as contained in this Report are in accordance with Regulation 34(3) read with Para C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time (hereinafter referred to as the "Listing Regulations").
2. BOARD OF DIRECTORS:
The Board of Directors of the Company has an optimum combination of Executive and Non-Executive Directors which comprises of Six (6) Directors including One Independent Woman Director as on March 31, 2025. The Company has a regular Non-Executive Chairman who is not related to the Manager & CEO of the Company as per definition of the term "relative" defined under the Companies Act, 2013. The number of Independent Directors on the Board is Three (3), which is half of the total number of Directors and all the Directors of the Company are Non-Executive Directors. The composition of Board of Directors of the Company is materially in compliance with the provisions of Regulation 17 of the Listing Regulations. The composition of the Board of Directors is also in conformity with the provisions of Section 149 of the Companies Act, 2013.
None of the Directors on the Board is a member in more than Ten (10) Board level committees or acts as chairman of more than Five (5) Board level committees across all the public limited companies (listed or unlisted) in which he/she is a Director. The necessary disclosures regarding Committee memberships/ chairmanships have been made by the Directors. None of the Independent Directors serves as such on the Board of more than Seven (7) listed companies. Further, the Independent Directors do not serve as Whole-Time Director/Managing Director on the Board of any listed company. None of the Independent Directors has any material pecuniary relationship or transactions with the Company other than (i) the sitting fees payable and reimbursement of incidental expenses incurred by them for attending the Meeting(s) of Board of Directors and Committee thereof; and (ii) remuneration/compensation by way of profit related commission or otherwise as permissible for each financial year commencing on or after April 1, 2019 of such sum or sums in such proportion/manner and upto such extent as the Board of Directors shall determine from time to time within the overall maximum limit of 1% (One percent) per annum of Net Profits of the Company for the relevant financial year computed in the manner as laid down in Section 198 and other governing provisions of the Companies Act, 2013 and rules framed thereunder. The Non-Executive Independent Directors fulfil the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and individually have submitted a declaration that they meet the criteria of independence and 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 judgment and without any external influence. In the opinion of Board of Directors, the Independent Directors fulfill the conditions specified in the Companies Act, 2013, Listing Regulations and are independent of the management. No Independent Director of the Company has resigned before the expiry of his/her tenure. The terms and conditions of appointment of Independent Directors can be accessed on the Companys website through given web link i.e. https://www.birlacable.com/Terms-of-Appointment-ID.pdf During the financial year ended on March 31, 2025, five Board Meetings were held on May 10, 2024, August 9, 2024, October 24, 2024, February 9, 2025 and March 21, 2025. The maximum time gap between any two consecutive Meetings was not more than the period as stipulated under Section 173(1) of the Companies Act, 2013, Regulation 17(2) of the Listing Regulations and the Secretarial Standard (SS-1) issued by the Institute of Company Secretaries of India.
The following table gives the composition and category of the Directors on the Board, their attendance at the Board Meetings during the year and at the last Annual General Meeting, as also the number of Directorships and Committee Memberships/ Chairmanships held by them in other companies:-
| Name of the Director | Category | Attendance |
Number of other Directorship(s) and |
|||
Particulars |
Committee Membership(s)/Chairmanship(s) |
|||||
| Board Meetings | Last AGM | Other Directorship(s) | Committee Membership(s) | Committee Chairmanship(s) | ||
| Shri Harsh.V. Lodha | Non-Executive, | 5 | Yes | 14* | 1 | 1 |
| (Chairman)* | Non-Independent | |||||
| Director | ||||||
| Shri Dhan Raj Bansal | Non-Executive, | 3 | No | 3 | 0 | 0 |
| Non-Independent | ||||||
| Director | ||||||
| Shri Bachh Raj Nahar | Non-Executive, | 5 | Yes | 8 | 7 | 4 |
| Independent Director | ||||||
| Smt. Kiran Aggarwal | Non-Executive, | 5 | No | 0 | 0 | 0 |
| Independent Director | ||||||
| Shri Pandanda Kariappa | Non-Executive, | 4 | No | 8 | 2 | 0 |
| Madappa | Independent Director | |||||
| Shri Ravindra Pratap | Non-Executive, Non- | 3 | No | 10 | 0 | 0 |
| Singh@ | Independent Director | |||||
| Smt. Archana Capoor# | Non-Executive, | 3 | No | - | - | - |
| Independent Director | ||||||
* As per the disclosure given by Shri Harsh V. Lodha, Punjab Produce Holdings Ltd., Baroda Agents & Trading Co. Pvt. Ltd., East India Investment Co. Pvt. Ltd., Gwalior Webbing Co. Pvt. Ltd. and The Punjab Produce & Trading Co. Pvt. Ltd. have filed Form DIR-12 with the Ministry of Corporate Affairs on the basis of an illegal direction from one of the Administrators Pendent Lite (APL) of the Estate of Priyamvada Devi Birla purportedly acting on the basis of wrongful interpretation of the judgement and order dated September 18, 2020 of the Learned Single Judge of the High Court at Calcutta that he has ceased to be a director in the said companies. The wrongful act has been done without his knowledge, consent and without any compliance with the provisions of law which has been legally challenged by him. As per disclosure made by him, there has been no cessation of his directorship in any of these Companies. The judgment and order dated September 18, 2020 was challenged by him in appeal being A.P.O Nos. 92 of 2020 which has been disposed of by the Honble Division Bench by a judgement and order dated December 14, 2023 modifying the judgement and order dated September 18, 2020 of the Learned Single Judge in the light of the observations made in the said judgement and order dated December 14, 2023. The application being G.A. No.2 of 2020 and G.A. No. 3 of 2020 filed by him in connection with the illegal and wrongful action of the two of the joint APLs were also disposed of accordingly. Prior, thereto, the Honble Division Bench by an ad-interim order dated October 1, 2020 passed in the said appeal, clarified the order dated September 18, 2020.
All these purported actions/decisions taken by the two of the joint APLs illegally and without following the due process of law have been nullified by the judgment and order dated December 14, 2023.
The defendants in the probate suit being T.S. No. 6 of 2004 have preferred Special Leave Petitions from the aforesaid judgement and order dated December 14, 2023. The Honble Supreme Court has, by an order dated March 22, 2024 declined to pass any interim order in such petitions.
@ Appointed as a Non-Executive Non-Independent Director of the Company w.e.f. August 9, 2024.
# 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.
Notes:
(i) Number of other Directorships held by the Directors, as mentioned above, includes Directorships in Public Limited and Private Limited Companies and are based on the latest declarations received from the Directors. The details of Committee Membership/ Chairmanship is in accordance with Regulation 26(1)(b) of the Listing Regulations and reflect the Membership/ Chairmanship of the Audit Committee and the Stakeholders Relationship Committee of all other Indian public limited companies.
(ii) None of the Non-Executive Directors holds any Equity Shares of the Company as per the declarations received from them.
(iii) None of the Directors on the Board has inter-se relationship with other Directors of the Company.
(iv) Names of other Listed entities where Directors of the Company are Directors and Category of Directorship are given herein:
| Name of the Director | No. of other Listed Companies in which the Director is a Director | Names of Listed Entities | Category of Directorship |
| Shri Harsh V.Lodha | 4 | Universal Cables Ltd | Non-Executive Chairman |
| (Chairman) | Vindhya Telelinks Ltd. | Non-Executive Chairman | |
| Birla Corporation Ltd. | Non-Executive Chairman | ||
| Alfred Herbert (India) Ltd. | Non-Executive | ||
| Non-Independent Director | |||
| Shri Dhan Raj Bansal | 1 | Vindhya Telelinks Ltd. | Non-Executive |
| Non-Independent Director | |||
| Shri Bachh Raj Nahar | 2 | Universal Cables Ltd | Non-Executive |
| Independent Director | |||
| Vindhya Telelinks Ltd. | Non-Executive | ||
| Independent Director | |||
| Smt. Kiran Aggarwal | - | - | - |
| Shri Pandanda | 1 | Alfred Herbert (India) Ltd. | Non-Executive |
| Kariappa Madappa | Independent Director | ||
| Shri Ravindra Pratap | - | - | - |
| Singh |
The Company has provided facility for the participation of a Director in Board/Committee meetings through video conferencing or other audio visual mode in accordance with the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and circular/notifications issued thereunder from time to time, and revised Secretarial Standard (SS-1).
The notice and detailed agenda alongwith the relevant notes and other material information are circulated to the Directors before the meeting including minimum information as required under Regulation 17(7) read with Schedule-II of the Listing Regulations, to the extent applicable and relevant and in exceptional cases tabled at the meeting with the approval of the Board of Directors. All the Directors have complete and unrestricted access to any information required by them to understand the transactions and take decisions. This enables the Board to discharge its responsibilities effectively and make an informed decision. The compliance report pertaining to all laws applicable to the Company as well as steps taken by the Company to rectify instances of non-compliances, if any, as prepared and compiled by the Company Secretary of the Company is circulated to all the Directors along with the Agenda and is placed/reviewed on quarterly basis in the Board Meeting.
The Board has laid down a Code of Conduct for its Board Members and Senior Management Personnel of the Company and the same has been posted on the website of the Company and can be accessed through given web link i.e: https://www.birlacable.com/Code-of-Conduct.pdf. For the year under review, all Board Members and Senior Management Personnel of the Company have affirmed their adherence to the provisions of the said Code.
In accordance with Regulation 36(3) of the Listing Regulations, the information including brief resume and profile of Director retiring by rotation and eligible for re-appointment at the ensuing 33rd Annual General Meeting (AGM) are given in the Annexure ‘A to the Notice of AGM of the Company.
A skill matrix setting out the core skills/expertise/competencies identified by the Board of Directors as required in the context of Companys business(es) and sector(s) for it to function effectively and those actually available with the Board are stated below:
| Identified core skills/expertise/competencies | ||||||
| Shri Harsh V.Lodha | Shri D.R. Bansal | Shri Bachh Raj Nahar | Smt. Kiran Aggarwal | Shri P.K. Madappa | Shri R.P. Singh | |
| 1. Knowledge and insight of Companys businesses of Cable, strategic plans, policies | ||||||
| and culture including those policies which are approved by the Board or any committee | ||||||
| of the Board, major risks/threats and potential opportunities and knowledge of the | ||||||
| industry segments in which the Company operates. | ||||||
| 2. Behavioral Skills comprising of, interalia, attributes and competencies to use their | ||||||
| knowledge and skills to contribute effectively to the growth of the Company, adequate | ||||||
| commitment to the Board and the Company, demonstration of highest level of integrity | ||||||
| and maintenance of confidentiality, devotion of sufficient time for effective participation | ||||||
| in Board and other meetings, regularity in attending Board and other meetings from | ||||||
| time to time. | ||||||
| 3. Business strategy and planning, sales and marketing, Corporate Governance, foreign | ||||||
| exchange management, administration, strategic thinking and decision making, selecting | ||||||
| the leadership team while ensuring that the Company has right strategy in place together | ||||||
| with competitiveness and sustainability of its operations. | ||||||
| 4. Financial and Management skills. | ||||||
| 5. Technical and professional skills and specialised knowledge with respect to Companys | ||||||
| business and operations. | ||||||
| 6. Knowledge of legal regulations to the extent apply and extend to the Company and its | ||||||
| business segments viz. Cable, social and Corporate Social Responsibility activities, | ||||||
| compliance to environmental laws/regulations and other applicable laws, safety and | ||||||
| security of Companys human resources, property, plant & equipment, etc. |
3. AUDIT COMMITTEE:
The Audit Committee has been duly constituted as per applicable legal and regulatory requirements. The Audit Committee as at March 31, 2025 consists of three Non-Executive Independent Directors as specified below:
| Name of the Member | Designation | Category |
| Shri Bachh Raj Nahar | Chairman | Non-Executive Independent Director |
| Shri Pandanda Kariappa Madappa | Member | Non-Executive Independent Director |
| Smt. Kiran Aggarwal | Member | Non-Executive Independent Director |
All the members of the Audit Committee are financially literate and possess expertise in accounting and financial management. The Company Secretary of the Company acts as the Secretary to the Audit Committee as required by Regulation 18(1)(e) of the Listing Regulations.
The composition, quorum, powers, role and scope of Audit Committee and information being reviewed by the Audit Committee are in accordance with Regulation 18(3) read with Part-C of Schedule-II of the Listing Regulations as well as Section 177 of the Companies Act, 2013. The Terms of Reference of Audit Committee, interalia, include the following: (i) Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; (ii) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company; (iii) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(iv) Reviewing with the management the Annual Financial Statements and Auditors Report thereon before submission to the Board for approval, with particular reference to:
• Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
• Changes, if any, in accounting policies and practices and reasons for the same;
• Major accounting entries involving estimates based on the exercise of judgment by management;
• Significant adjustments made in the financial statements arising out of audit findings;
• Compliance with listing and other legal requirements relating to financial statements;
• Disclosure of any related party transactions;
• Modified opinion(s), if any, in the draft audit report.
(v) Reviewing with the management the quarterly financial statement before submission to the Board for approval; (vi) Reviewing with the management the statement of uses / application of funds raised through an issue (Public Issue, Rights Issue, Preferential Issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a Public or Rights Issue or preferential issue or qualified institutional placement, and making appropriate recommendations to the Board to take up steps in this matter; (vii) Reviewing and monitoring the auditors independence and performance and effectiveness of audit process; (viii) Approval or any subsequent modification of transactions of the Company with related parties; (ix) Scrutiny of inter-corporate loans and investments; (x) Valuation of undertakings or assets of the Company, wherever it is necessary; (xi) Evaluation of internal financial controls and risk management systems; (xii) Reviewing with the management performance of statutory and internal auditors, adequacy of the internal control systems; (xiii) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; (xiv) Discussion with internal auditors of any significant findings and follow up there on; (xv) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; (xvi) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; (xvii) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; (xviii) To review the functioning of the Whistle Blower Mechanism; (xix) Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate; (xx) Reviewing the utilization of loans and/ or advances from/investment by the holding Company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments; (xxi) Consideration and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; and (xxii) Carrying out any other function as is mentioned in the Terms of Reference of the Audit Committee.
Details of Meetings of the Audit Committee held during the year and attendance thereof are given below:
| Name of the Member | Meetings held and attendance particulars |
|||
| May 10, 2024 | August 9, 2024 | October 24, 2024 | February 9, 2025 | |
| Shri Bachh Raj Nahar | Yes | Yes | Yes | Yes |
| Shri Pandanda Kariappa Madappa | Yes | Yes | No | Yes |
| Smt. Kiran Aggarwal* | - | - | - | Yes |
| Smt. Archana Capoor** | Yes | No | Yes | - |
* Appointed as a Member of the reconstituted Audit Committee w.e.f. October 24, 2024.
** Ceased to be a Member of the reconstituted Audit Committee w.e.f. October 24, 2024.
The Meetings of Audit Committee were also attended by the Secretary of the Committee and the necessary quorum was present at all the Meetings. The Statutory Auditors are permanent invitees to the Audit Committee Meetings. The Internal Auditors attended the meetings on half yearly basis. The Manager & Chief Executive Officer and other invited executives also attended the Meetings to answer and clarify the issues raised at the Meetings. The Minutes of the Audit Committee Meeting(s) were noted at the Board Meeting(s).
4. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee has been duly constituted as per applicable legal and regulatory requirements. The Nomination and Remuneration Committee as at March 31, 2025 consists of three Non-Executive Independent Directors as specified below:
| Name of the Member | Designation | Category |
| Shri Bachh Raj Nahar | Chairman | Non-Executive Independent Director |
| Shri Pandanda Kariappa Madappa | Member | Non-Executive Independent Director |
| Smt. Kiran Aggarwal | Member | Non-Executive Independent Director |
The Nomination and Remuneration Committee constituted by the Board of Directors of the Company, acts in consonance with the prescribed provisions of Section 178 of the Companies Act, 2013 and Regulation 19(4) read with Part-D of Schedule-II of the Listing Regulations. The revised Terms of Reference of the Nomination and Remuneration Committee as approved by the Board of Directors of the Company in its meeting held on February 9, 2025 are briefly set out below: (i) to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board for their appointment and removal; (ii) to specify the manner for effective evaluation of performance of Board, its Committees and individual directors to be carried out either by the Board, by the Committee or by an independent external agency and review its implementation and compliance; (iii) to formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to, the remuneration for the directors, key managerial personnel and other employees; (iv) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates.
(v) to formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors; (vi) to devise a policy on Board diversity;
(vii) to recommend whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors; and (viii) to recommend to the Board, all remuneration, in whatever form, payable to Senior Management.
Details of Meetings of the Nomination and Remuneration Committee held during the year and attendance thereof are given below:
| Name of the Member | Meetings held and attendance particulars |
||
| May 9, 2024 | August 9, 2024 | March 21, 2025 | |
| Shri Bachh Raj Nahar | Yes | Yes | Yes |
| Shri Pandanda Kariappa Madappa | Yes | Yes | Yes |
| Smt. Kiran Aggarwal* | - | - | Yes |
| Smt. Archana Capoor** | No | Yes | - |
* Appointed as a Member of the reconstituted Nomination and Remuneration Committee w.e.f. October 24, 2024.
** Ceased to be a Member of the reconstituted Nomination and Remuneration Committee w.e.f. October 24, 2024.
The Company Secretary of the Company who acts as Secretary of the Committee was present at the Meetings during his tenure and the necessary quorum was also present at each of the meetings. The Minutes of the Nomination and Remuneration Committee Meeting(s) were noted at the Board Meeting(s).
4.1 Remuneration Policy
The Companys Remuneration Policy, inter-alia, provides a framework for remuneration to the members of the Board of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs). The said Policy earmarks the principles of remuneration to enable the Company to provide a well-balanced and performance related compensation package to KMPs/SMPs, taking into account shareholders interests, industry practices and relevant corporate regulations in India. The remuneration for the Senior Management including Manager & CEO and other KMPs mainly consists of salary, allowances, benefits, perquisites and retirement/post-retirement benefits which are fixed components and performance linked incentive/ yearly special allowance being variable component to select cadre of employees. The overall performance of the individual is a key consideration when determining salary increase and determination of performance linked incentive. The competitive remuneration package for the Manager & CEO is recommended by the Nomination and Remuneration Committee to the Board for its consideration, based on criteria laid down in the Remuneration Policy. Independent Directors/Non-Executive Directors are paid remuneration by way of Sitting Fees and reimbursement of expenses for participation in the Meeting(s) of the Board of Directors of the Company or any duly constituted Committee thereof and/or such other payments/benefits (excluding stock options, if any), including remuneration/ compensation by way of profit related commission or otherwise as permissible for each financial year commencing on or after April 1, 2019 of such sum or sums in such proportion/manner and upto such extent as the Board of Directors shall determine from time to time within the overall maximum limit of 1% (One percent) per annum of Net Profits of the Company for the relevant financial year computed in the manner as laid down in Section 198 and other governing provisions of the Companies Act, 2013 and rules framed thereunder. Further, the maximum remuneration payable to any one Manager & CEO or maximum overall remuneration payable to all Directors including Executive Director shall be within overall limits as defined in the Companies Act, 2013 and rules framed thereunder read with Circulars/Guidelines issued by the Central Government and other authorities from time to time, subject to approvals of shareholders, as and when required. The premium paid by the Company for the Directors and Officers Liability Insurance Policy taken by the Company on behalf of its Directors for indemnifying them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust is not treated as part of the remuneration. The Remuneration Policy of the Company has been posted on the website of the Company and can be accessed through given web link i.e. https://www.birlacable.com/Policies/Remuneration.pdf.
4.2 Remuneration of Directors
The remuneration paid/payable to Non-Executive Directors comprises of (i) Sitting Fees for attending meeting(s) of the Board of Directors or any Committee thereof during the financial year 2024-25; and (ii) Remuneration/compensation by way of profit related commission for the financial year 2024-25, payable to the Non-Executive Directors including Independent Directors.
The details of Remuneration paid to the Independent/ Non-Executive Directors during the year are as under:
( in lakhs )
| Name of the Directors | Sitting | Remuneration/Compensation | Total |
| Fees | by way of Commission | ||
| Shri Harsh V. Lodha | 3.75 | Nil | 3.75 |
| Shri Dhan Raj Bansal | 2.25 | 1.50 | 3.75 |
| Shri Bachh Raj Nahar | 5.70 | 2.50 | 8.20 |
| Smt. Kiran Aggarwal | 4.40 | 2.50 | 6.90 |
| Shri Pandanda Kariappa Madappa | 4.45 | 2.00 | 6.45 |
| Shri Ravindra Pratap Singh* | 2.30 | 1.50 | 3.80 |
| Smt. Archana Capoor ** | 3.10 | 1.50 | 4.60 |
* Appointed as a Non-Executive Non-Independent Director w.e.f. August 9, 2024.
** Ceased to be a Non-Executive Independent Director of the Company upton completion of her viz. second term of Five (5) consicutive years as such at the close of business hours on November 9, 2024.
Notes:
(a) Sitting fees include fees paid for attending Committee Meetings.
(b) The Company does not have any scheme for grant of Stock Options to its Directors or other employees. (c) None of the employees is related to any of the Directors of the Company.
(d) The Company has also obtained "Directors and Officers Liability Insurance" for all the Directors including Independent Directors as determined by the Board of Directors of the Company.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee has been constituted as per applicable legal and regulatory requirements. The Stakeholders Relationship Committee as at March 31, 2025 consists of two Non-Executive Independent Directors and one Non-Executive Non-Independent Director as specified below:
| Name of the Member | Designation | Category |
| Shri Bachh Raj Nahar | Chairman | Non-Executive Independent Director |
| Smt. Kiran Aggarwal | Member | Non-Executive Independent Director |
| Shri Ravindra Pratap Singh | Member | Non-Executive Non-Independent Director |
The Terms of Reference of Stakeholders Relationship Committee as approved by the Board of Directors are briefly set out below: (i) To approve issuance of duplicate share certificate(s), issue of fresh certificate(s) on consolidation/sub-division of share Certificate(s) and also for issuance of share Certificate(s) on rematerialisation of equity shares of the Company; (ii) To approve or authorise transmission/consolidation/ sub-division/ dematerialisation or rematerialisation of equity shares of the Company; (iii) Resolving the grievances of the shareholders including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc; (iv) Review of measures taken for effective exercise of voting rights by shareholders; (v) Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar and Share Transfer Agents; and (vi) Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company. Details of Meeting of the Stakeholders Relationship Committee held during the year and attendance thereof are given below:
| Name of the Member | Meeting held and attendance particulars |
| March 21, 2025 | |
| Shri Bachh Raj Nahar | Yes |
| Smt. Kiran Aggarwal | Yes |
| Shri Ravindra Pratap Singh* | Yes |
| Smt. Archana Capoor** | - |
* Appointed as a Member of the reconstituted Stakeholders Relationship Committee w.e.f. October 24, 2024.
** Ceased to been Member of the reconstituted Stakeholders Relationship Committee w.e.f. October 24, 2024.
The Company Secretary of the Company also functions as the Compliance Officer.
The Secretarial Department of the Company and the Registrar and Share Transfer Agents viz. MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) attend to all grievances of the shareholders received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. The Minutes of the Stakeholders Relationship Committee Meeting is circulated to the Board of Directors for its noting at the Board Meeting.
During the year under review nine (9) complaints (excluding those correspondences which are not in the nature of complaints) were received from shareholders and investors directly or through regulatory authorities, which were promptly attended to and resolved to the satisfaction of the complainants. No investor grievances remained unattended/pending for more than thirty (30) days as on March 31, 2025 except disputed cases and sub-judice matters, which would be resolved on final disposal of the cases by the judicial and other authorities.
6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Corporate Social Responsibility Committee has been constituted by the Board of Directors of the Company in compliance to the provisions of Section 135 of the Companies Act, 2013 read together with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Committee as at March 31, 2025 consists of two Non-Executive Independent Directors and one Non-Executive Non-Independent Director as specified below:
| Name of the Member | Designation | Category |
| Shri Harsh Vardhan Lodha | Chairman | Non-Executive Non-Independent Director |
| Shri Bachh Raj Nahar | Member | Non-Executive Independent Director |
| Smt. Kiran Aggarwal | Member | Non-Executive Independent Director |
The Corporate Social Responsibility Committee was constituted by the Board of Directors of the Company in pursuance to the provisions of Section 135 of the Companies Act, 2013 read together with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The Terms of Reference of the Corporate Social Responsibility Committee of the Company are as under:
(i) To formulate and recommend to the Board, a Corporate Social Responsibility(CSR) Policy which shall indicate the CSR activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 read together with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendment(s) thereof, if any, from time to time; (ii) To recommend the amount of expenditure to be incurred on the CSR activities in a financial year; (iii) To monitor the Corporate Social Responsibility Policy of the Company from time to time; and (iv) Any other matter/things as may be considered expedient by the members in furtherance of and to comply with the Corporate Social Responsibility Policy of the Company.
Details of Meeting of the Corporate Social Responsibility Committee held during the year and attendance thereof are given below:
| Name of the Member | Meeting held and attendance particulars |
| August 9, 2024 | |
| Shri Harsh Vardhan Lodha | Yes |
| Shri Bachh Raj Nahar | Yes |
| Smt. Kiran Aggarwal | Yes |
The Company Secretary of the Company who acts as Secretary of the Committee was present at the Meeting and the necessary quorum was also present at each of the meeting. The Minutes of the Corporate Social Responsibility Committee Meeting was noted at the Board Meeting.
7. SENIOR MANAGEMENT:
Particulars of the Senior Management including the changes therein since the close of the previous financial year is given as hereunder:
Sl. No. |
Name | Designation | As on March 31, 2025 | As on March 31, 2024 |
| (i) | Shri R. Sridharan | Manager & CEO | ||
| (ii) | Shri Devesh R Dakwale | Vice President (Marketing) | ||
| (iii) | Shri Brajendra Singh Sisodia*** | Vice President (Works) | ||
| (iv) | Shri M. Sridhar | Vice President (Works) | ||
| (v) | Shri Jagdish Kumar Mahajan | Vice President (Sales Support) | ||
| (vi) | Shri Deepan Gupta | Vice President (Supply Chain) | ||
| (vii) | Shri Devraj Dhangar | Senior Manager (HR) | ||
| (viii) | Shri Somesh Laddha | Chief Financial Officer | ||
| (ix) | Shri Nitin Arora* | Company Secretary | ? | |
| (x) | Ms. Suman ** | Company Secretary | ? |
* Shri Nitin Arora resigned from the post of Company Secretary w.e.f. January 18, 2025.
** Ms. Suman was appointed as Company Secretary w.e.f. March 21, 2025.
*** Shri Brajendra Singh Sisodia resigned from the post of Vice President (Works) w.e.f. May 15, 2025.
8. INDEPENDENT DIRECTORS MEETING:
During the year under review, a separate meeting of Independent Directors was held on March 21, 2025, inter-alia, to discuss: (i) Evaluation and review of the performance of Non-Independent Directors and the Board of Directors as a whole; (ii) Evaluation and review of the performance of the Chairman of the Company, taking into account the views of the Non-Executive Directors; and (iii) Evaluation and access of the quality, content and timeliness of flow of information between the Company management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform its duties. All the Independent Directors of the Company were present at the meeting.
9. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the governing provisions of the Companies Act, 2013, the Listing Regulations and Guidance Note on Board Evaluation issued by SEBI, a formal annual evaluation was carried out by the Board of its own performance and that of its Committees and the performance of Individual Directors. During the year under review, one meeting of the Independent Directors of the Company was held on March 21, 2025, without the presence of Non-Independent Directors and management representatives, wherein the performance of Non-Independent Directors, Chairman (Non-executive) and the Board of Directors as a whole were reviewed. The review of performance of the Chairman of the Company was carried out, inter alia, taking into account the views of the Non-Executive Directors. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.
The performance evaluation of Board, its Committees and Individual Directors was carried out by the entire Board, excluding the director being evaluated, inter-alia, taking into account the criteria for evaluation formulated by the Nomination and Remuneration Committee. The Board, its Committees and Directors evaluation provided a formal process of communication in raising issues that might not otherwise be vetted by the Board, with the underlying objectives to develop an action plan to enhance the Board performance, inter-alia, by ensuring compliance with the requirements of the Companies Act, 2013 and code of corporate governance as enshrined in the Listing Regulations.
The structured evaluation process was focused on identifying areas of improvement, if any, such as creating balance of power between the Board and management, long term strategy, more effectively fulfilling the Boards oversight responsibilities, the adequacy of committee(s) structures, the assessment of Board culture to ascertain whether the same is conducive to attract right individuals to join the Board and updating the evaluation process itself.
A review of fiduciary duties of the Board, governance policy adopted by the Company and acquaintance and familiarisation of Independent Directors with the Company and its business model, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. and contribution by each Director, committees of the Board was also carried out during the process of evaluation.
The final evaluation was thereafter deliberated and assessed taking into account inputs from the Board about evaluation of Individual Directors and various Committees of the Board and suggesting action plan for further enhancing Board performance and plan for next Board, its Committee(s) and individual Directors evaluation.
10. GENERAL BODY MEETINGS:
Location and time where General Body Meetings were held in last three years are given below:
Financial Year |
Venue of the Meeting | Type of Meeting | Date of Meeting | Time of Meeting |
| 2023-24 | Registered Office of the | 32nd AGM | August 2, 2024 | 11.30 A.M. |
| Company-Udyog Vihar, P.O. Chorhata, | ||||
| Rewa - 486 006 (M.P.) | ||||
| 2022-23 | Same as above | 31st AGM | September 11, 2023 | 4.30 P.M. |
| 2021-22 | Same as above | 30th AGM | September 23, 2022 | 2.00 P.M. |
All the resolutions set out in the respective notices of the above meetings were passed by the members as ordinary resolutions except the following: (i) Special Resolution concerning appointment of a Director in place of Shri D.R. Bansal (DIN: 00050612), who has attained the age of seventy-five years and who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment, which were passed by shareholders of the Company with requisite majority at 32nd AGM of the Company held on August 2, 2024.
(ii) None of the businesses proposed to be transacted in the ensuing Annual General Meeting requires passing a Special Resolution through Postal Ballot mandatorily.
(iii) Resolution passed through Postal Ballot:
During the financial year 2024-25, no special resolution was passed through Postal Ballot. However, the Company has taken consent/approval of the Members by way of an ordinary resolution passed through Postal Ballot Notice dated August 9, 2024, by way of Postal Ballot including Remote e-Voting process pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions of the Act and the Rules, Regulation 44(1) of the Listing Regulations for the appointment of Shri Ravindra Pratap Singh (DIN: 00240910) as a Non-Executive Non Independent Director of the Company, liable to retire by rotation with effect from August 9, 2024.
The results were announced at the Registered Office of the Company on October 18, 2024. Summary of the voting pattern was as under:
Description |
No. of valid vote cast | Percentage of vote cast |
| Total number of votes cast in favour of the resolution | 17161787 | 84.58 |
| Total number of votes cast against the resolution | 3129857 | 15.42 |
The above ordinary resolution was passed with the requisite majority. Shri Rajesh Kumar Mishra (Certificate of Practice No. 4433), Partner, R.K. Mishra & Associates, Company Secretaries in whole-time practice or failing him, Shri Hemant Singh (Membership No. 413866), Practising Chartered Accountant were appointed by the Board of Directors as the Scruitiniser(s) for conducting the Postal Ballot exercises for the aforesaid matter.
11. MEANS OF COMMUNICATION: (a) Quarterly Financial Results:
Quarterly financial results are taken on record by the Board of Directors and submitted to the Stock Exchanges as per requirements of the Listing Regulations.
(b) Newspapers wherein results are normally published:
English Newspaper – Financial Express (All editions) Vernacular Newspaper–Dainik Jagran (Rewa edition) (c) Any website, where displayed: https://www.birlacable.com (d) Whether it also displays official news releases: No
(e) The presentations made to institutional investors or to the analysts: Nil
12. GENERAL SHAREHOLDER INFORMATION: |
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12.1 Company Registration Details |
: L31300MP1992PLC007190 | ||
12.2 Annual General Meeting: |
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• Date and Time |
: September 12, 2025 at 10.00 A.M. | ||
• Venue |
: Registered Office of the Company at | ||
| Udyog Vihar, P.O. Chorhata, Rewa – 486 006 (M.P.) | |||
12.3 Financial Year |
: Begins on April 1 and ends on March 31 of the following year. | ||
12.4 Financial Calendar (2025-26): |
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(tentative) |
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Quarterly Financial Results: |
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ending June 30, 2025 |
: On or before second week of August, 2025 | ||
ending September 30, 2025 |
: On or before second week of November, 2025 | ||
ending December 31, 2025 |
: On or before second week of February, 2026 | ||
ending March 31, 2026 |
: On or before fourth week of May, 2026 | ||
12.5 Record Date |
: Friday, September 5, 2025 | ||
12.6 Listing on Stock Exchanges |
: (a) BSE Limited (BSE) | ||
| Phiroze Jeejeebhoy Towers, | |||
| Dalal Street, Fort, Mumbai - 400 001 | |||
| (b) National Stock Exchange of India Ltd. (NSE) | |||
| Exchange Plaza, C-1, G.Block, | |||
| Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051 | |||
The Company has timely paid the annual listing fees for the financial year 2024-25 as well as 2025-26 to BSE & NSE. |
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| 12.7 | Registrar and Share Transfer Agents | : MUFG Intime India Pvt. Ltd. |
|
(Formerly Known as Link Intime India Pvt. Ltd.) |
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C-101, Embassy 247, L.B.S. Marg, |
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Vikhroli (West), Mumbai – 400 083 |
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Phone: +91-22-49186000 |
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Fax : +91-22-49186060 |
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Email : rnt.helpdesk@in.mpms.mufg.com |
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12.8 Share Transfer System
Trading in Equity Shares of the Company through recognised Stock Exchanges is permitted only in dematerialised form. In terms of Regulation 40(1) of Listing Regulations, transfer of securities held in physical mode has been discontinued and the transfer of securities is allowed only in dematerialised form. Accordingly, no requests for effecting transfer of equity shares have been processed during the year under review.
All requests for dematerialisation of shares, which are found to be in order, are generally processed within fifteen (15) days and a ‘Letter of Confirmation is issued by the Company in lieu of Physical Share Certificate(s) to the securities holder/claimant. Such ‘Letter of Confirmation remains valid for a period of 120 days from the date of its issuance, within which the securities holder/claimant is required to make a request to the Depository Participant for dematerialising the said securities.
Further as per SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024, while processing the service requests in relation to issue of duplicate securities certificate, claim from Unclaimed Suspense Account and/or Suspense Escrow Demat Account, Replacement/Renewal/Exchange of securities certificate, Endorsement, Sub-division/Splitting of securities certificate, Consolidation of securities certificates/folios, Transmission, Transposition and Change in the name of the holder, the Company shall issue securities only in dematerialised form.
For processing any of the aforesaid service requests, the securities holder/claimant is required to submit duly filled up Form ISR-4/ISR-5 alongwith all the necessary documents to the Registrar & Share Transfer Agents i.e. MUFG Intime India Private Limited. A member also needs to submit Form ISR-1 for updating PAN and other KYC details to the RTA of the Company. Member(s) may submit Form SH-13 to file Nomination. However, in case a member does not wish to file nomination ‘declaration to Opt-out in Form ISR-3 shall be submitted. In case of major mismatch in the signature of the member(s) as available in the folio with RTA and the present signature or if the signature is not available with the RTA, then the member(s) shall be required to furnish Bankers attestation of the signature as per Form ISR-2 alongwith the documents specified therein. Hence, it is advisable that the members send the Form ISR-2 alongwith the Form ISR-1 for updating of the KYC details or Nomination.
If the KYC of all the holders of equity shares is duly updated including Nomination/declaration to Opt-out in the relevant folio and duly filled-in and signed ISR form alongwith all necessary supporting documents are received, the RTA process such requests for necessary approval of the Stakeholders Relationship Committee and/or Committee of Officers, wherever applicable. The decisions of the Stakeholders Relationship Committee are placed before the Board at the subsequent Board Meeting.
12.9 (a) Distribution of Shareholding as on March 31, 2025:
| Number of Equity Shares held | Number of Shareholders | % of Shareholders | Number of Shares held | % of Shareholding |
| 1 – 500 | 49008 | 94.97 | 4316892 | 14.39 |
| 501 – 1000 | 1538 | 2.98 | 1200756 | 4.00 |
| 1001 – 2000 | 605 | 1.17 | 911551 | 3.04 |
| 2001 – 3000 | 162 | 0.31 | 409700 | 1.37 |
| 3001 – 4000 | 102 | 0.20 | 357863 | 1.19 |
| 4001 – 5000 | 65 | 0.13 | 307068 | 1.02 |
| 5001 – 10000 | 69 | 0.13 | 526538 | 1.76 |
| 10001 and above | 58 | 0.11 | 21969632 | 73.23 |
| GRAND TOTAL | 51607 | 100.00 | 30000000 | 100.00 |
| Physical Mode | 4105 | 7.95 | 620426 | 2.07 |
| Electronic Mode | 47502 | 92.05 | 29379574 | 97.93 |
(b) Category of Shareholders as on March 31, 2025:
| Category | Number of Shareholders | % of Shareholders | No.of Shares held | % of Shareholding |
| Promoter & Promoter Group | 13 | 0.02 | 19905743 | 66.35 |
| Financial Institutions/Banks | 4 | 0.01 | 2220 | 0.01 |
| Foreign Portfolio Investors | 3 | 0.01 | 38624 | 0.13 |
| Individuals | 50220 | 97.31 | 8364051 | 27.88 |
| Trusts/Hindu Undivided Family/LLP | 644 | 1.25 | 495682 | 1.65 |
| Non Resident Indian | 525 | 1.02 | 230925 | 0.77 |
| Directors and their Relative | 1 | - | 5100 | 0.02 |
| Persons Acting in Concert | 6 | 0.01 | 91340 | 0.30 |
| Unclaimed Shares | 3 | 0.01 | 4920 | 0.02 |
| Clearing Members | 5 | 0.01 | 1276 | - |
| Bodies Corporate | 182 | 0.35 | 251747 | 0.84 |
| Investor Education and Protection | 1 | - | 608372 | 2.03 |
| Fund (IEPF) | ||||
| GRAND TOTAL | 51607 | 100.00 | 30000000 | 100.00 |
12.10 Dematerialisation of Shares and liquidity: 29379574 equity shares representing 97.93% of the total Equity Capital of the Company are held in a dematerialised form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on March 31, 2025.
Companys shares are reasonably liquid and quite actively traded on the BSE Limited (BSE) and National Stock Exchange of India Ltd. (NSE) during the financial year 2024-25. Relevant data for the approximate average daily turnover in terms of volume for the financial year 2024-25 is given below:
| BSE | NSE | BSE+NSE |
| 17026 | 139377 | 156403 |
(Source: This information is compiled from the data available on the websites of BSE and NSE)
12.11 Outstanding GDRs/ADRs/ Warrants or any Convertible instruments, Conversion date and likely Impact on equity: The Company has not issued any of these instruments so far.
12.12 Commodity price risk or foreign exchange risk and hedging activities: Commodity Risk: i. Risk Management Policy with respect to commodities including through Hedging
Commodities form a major part of business of the Company and hence commodity price risk is one of the critical risks for 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 various risks including but not limited to commodity price risk. The Company has a robust framework in place to protect the Companys interest from risks arising out of market volatility and time to time to apprise the Audit Committee of the Board about the risk assessment and minimisation procedures covering the entire gamut of business operations of the Company. These procedures are periodically reviewed to ensure that executive management controls risk by means of a properly defined framework. The Company has not entered into any type of hedging of Commodities during the year under review. ii. Exposure of the Company to commodity and commodity risks faced by the Company throughout the Financial Year 2024-25 a. Total exposure of the Company to commodities - 34984.24 Lakhs
b. Exposure of the Company to various commodities:
| Commodity | Exposure in INR | Exposure in | % of such exposure hedged through |
||||
| Name | towards the | Quantity terms | commodity derivatives |
||||
| particular | towards the | ||||||
Domestic market |
International market |
Total | |||||
| commodity | particular | ||||||
| ( in Lakhs) | commodity | OTC | Exchange | OTC | Exchange | ||
| Copper | 34984.24 | 4178 | - | - | - | - | - |
iii. Commodity Risks faced by the Company during the Financial Year 2024-25 and how they have been managed
The Company is affected by the price volatility of aforesaid commodities. Its operating activities require the purchase of raw material for manufacturing of Cables and therefore, requires a continuous supply of certain raw materials such as optical fibre, plastic and polymer copper etc. To mitigate the commodity price risk, the Company has an approved supplier base to get the best competitive prices for the commodities and also to manage the cost without any compromise on quality.
Foreign Exchange Risk:
The Company is exposed to foreign exchange risk arising from foreign currency transactions of imports and exports primarily with respect to USD and Euro. The risk arising out of exchange rate fluctuations is manged as per "Forex Risk Management Policy". The uncovered exposure is critically examined on an on-going basis. After comparing prevailing currency rates with the benchmark rates, and evaluating currency trends & price forecast, hedging decisions are taken within policy guidelines and ensured that no exposure worth hedging remains unhedged.
The details of foreign currency exposure and the exposure to Commodity and Commodity risk faced by the Company are disclosed in Note No(s) 45(a)(i) and 45(a)(iii) respectively to the financial statements.
12.13 Unclaimed Dividends: The amount of dividends remaining unpaid/unclaimed for seven(7) years from the date of its transfer to the Unpaid Dividend Accounts of the Company is required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government.
The details of unpaid/unclaimed dividend are available on the website of the Company i.e. https://www.birlacable.com Details of Unpaid/Unclaimed Dividend lying in the Unpaid Dividend Account(s) and the corresponding shares with due date for transfer to IEPF is given below:
| Year | Type of | Unpaid/unclaimed dividend lying | Corresponding | Due date for |
| dividend | in the unpaid account as on | Share | transfer to IEPF | |
| March 31, 2025 | ||||
| 2017-18 | Equity | 977982.00 | 977982 | 05.09.2025 |
| 2018-19 | Equity | 2037044.00 | 1018522 | 11.09.2026 |
| 2019-20 | Dividend Not Declared | |||
| 2020-21 | Equity | 1019019.00 | 1023024 | 29.10.2028 |
| 2021-22 | Equity | 711821.50 | 479371 | 29.10.2029 |
| 2022-23 | Equity | 1199397.50 | 487031 | 17.10.2030 |
| 2023-24 | Equity | 1050340.50 | 608350 | 08.09.2031 |
| 12.14 Plant Locations: |
| Udyog Vihar Industrial Area, P.O. Chorhata, Rewa (M.P.)- 486 006, India |
| 12.15 Address for Correspondence : |
| MUFG Intime India Pvt.Ltd. |
| (Formerly known as Link Intime India Pvt. Ltd.) |
| C-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083 |
| Phone : +91-22-49186000, Fax: +91-22-49186060 |
| Email : rnt.helpdesk@in.mpms.mufg.com |
| OR |
| Share Department, |
| Birla Cable Ltd., |
| Udyog Vihar, P.O. Chorhata, Rewa (M.P.)-486 006, |
| Phone: +91-7662-400580, Fax: +91-7662-400680 |
| Email: investorgrivance@birlacable.com |
12.16 Details of Credit Ratings assigned/re-affirmed to the Company during financial year 2024-25: The details of Credit Ratings assigned/re-affirmed to the Company during financial year 2024-2025 are stated herein:
| Sl. | Credit Rating | Type of | Amount of Borrowing | Whether reviewed | In case of reviewed |
| No. | Obtained | Borrowing | (Rs.in Crores) | rating or fresh rating | rating, earlier rating |
| 1. | CARE A+ (CE);Stable | Long-Term | 120.00 | Reaffirmed | CARE A+ (CE); |
| [Single A Plus (Credit | Bank Facilities | Stable [Single A Plus | |||
| Enhancement); | (Credit Enhancement); | ||||
| Outlook: Stable] | Outlook: Stable] | ||||
| 2. | CARE A1+ (CE) | Short-Term | 176.00 | Reaffirmed | CARE A1+ (CE) |
| [A One Plus (Credit | Bank Facilities | [A One Plus (Credit | |||
| Enhancement)] | Enhancement)] | ||||
| 3. | CARE BBB+;Stable | Long-Term | 70.00 | Reaffirmed | CARE BBB+; |
| [Triple B Plus; | Bank Facilities | (Enhanced | Stable [Triple B Plus; | ||
| Outlook: Stable] | From 40.00) | Outlook: Stable] | |||
| 4. | CARE A 2 | Short-Term | 10.00 | Assigned | N.A. |
| Bank Facilities |
13. OTHER DISCLOSURES:
(a) There were no materially significant related party transactions during the financial year 2024-25 which are considered to have potential conflict with the interests of the Company at large. Particulars and nature of transactions with the related parties in summary form, entered into during the year ended March 31, 2025, in the ordinary course of business of the Company and at arms length basis are disclosed in compliance with the Indian Accounting Standard on "Related Party Disclosures" in Note No. 39.(A) of Notes to financial statements in the Annual Report.
(b) The Company has complied with the requirements of Stock Exchanges, Securities and Exchange Board of India and other statutory authorities /regulatory on matters relating to capital markets during the last three (3) years and consequently no penalties or strictures have been imposed on the Company by any of these authorities.
(c) The Company has adopted a Vigil Mechanism/Whistle Blower Policy for developing a culture where it is safe for all directors/employees to raise concerns about any unacceptable practice and any event of misconduct. The Policy allows unrestricted access to all employees and others to approach the Audit Committee and there has been no instance during the year where any personnel has been denied access to the Audit Committee. The quarterly report with number of complaints received, if any, under the policy and their outcome is placed before the Audit Committee.
(d) The Company has generally complied with all the mandatory requirements as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations, to the extent applicable to the Company.
(e) The Companys wholly owned unlisted subsidiary incorporated outside India is not a material subsidiary as defined in Regulation 24 of the Listing Regulations. Accordingly, requirement to nominate an independent director of the Company on the Board of the subsidiary is not applicable for the time being. The Audit Committee of the Company periodically reviews the financial statements, in particular, the investments made by the unlisted subsidiary company. The Policy for determining the ‘material subsidiaries is in accordance with the definition of ‘material subsidiary as contained in Regulation 16(1)(c) of the Listing Regulations and the same is available on the website of the Company through weblink: https://www.birlacable.com/Policies/Material-Subsidiaries.pdf.
(f) The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The said Policy is available on the website of the Company and can be accessed through weblink: https://www.birlacable.com/Policies/RPT.pdf (g) The disclosure of commodity price risks and hedging activities is provided under section ‘General Shareholder Information at Sr. No. 12.12.
(h) The Company has not raised any funds through preferential allotment or qualified institutional placement during the year under review.
(i) A Certificate has been obtained from Shri Rajesh Kumar Mishra, Company Secretary in Whole-Time Practice that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed/re-appointed or continuing as Director of companies by SEBI/Ministry of Corporate Affairs or any such statutory authority as on March 31, 2025, is annexed to this report.
(j) There is no recommendation of any committee of Board which has not been accepted by the Board during the year under review.
(k) Total fees for all services paid by the Company on a consolidated basis, to the Statutory Auditors of the Company was
23,83,650/-. The firm of Statutory Auditors of the Company does not have any network firm/network entity of which the Statutory Auditors are a part as per confirmation obtained from it.
(l) Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as follows: (i) number of complaints filed during the financial year: NIL
(ii) number of complaints disposed of during the financial year: N.A. as there was no complaint. (iii) number of complaints pending as on end of the financial year: NIL
(m) There is no loans and advances in the nature of loans to any firm/company in which directors are interested. (n) Details of material subsidiaries of the Company: The Company does not have any material subsidiary.
| Name of Material | Date of | Place of | Name of the Statutory Auditors of |
| Subsidiary | Incorporation | Incorporation | Subsidiary and their Date of Appointment |
| Not Applicable |
(o) There is no non-compliance of any Requirement of Corporate Governance as mentioned in Sub paras (2) to (10) of Part C of Schedule V of the Listing Regulations.
(p) In the preparation of the financial statements for the year under review, no accounting treatment which was different from that prescribed in the applicable Indian Accounting Standards (Ind AS) as notified under Section 133 of the Companies Act, 2013 was followed. The significant accounting policies applied in preparation and presentation of financial statements have been set out in Note No. 1.5 of Notes to financial statements in the Annual Report.
(q) During the year 2024-25, the Company had managed the risk of its foreign currency exposure through various tools of hedging. It enters into derivative contracts/swaps for hedging foreign exchange exposures against imports as and when considered appropriate based on professional advice. The details of foreign currency exposure are enclosed in Note No.
45(a)(i) to the financial statements in the Annual Report.
(r) The senior management personnel of the Company have disclosed to the Board that no material, financial and/or commercial transactions have been entered into during the year under review in which they have personal interest, which may have a potential conflict with the interest of the Company at large. Further, none of the Non-Executive Directors had any material pecuniary relationship or transactions with the Company during the year under review other than (i) sitting fees for attending the meeting(s) of Board of Directors and/or any Committees thereof during the financial year 2024-25; and (ii) remuneration/compensation by way of profit related commission for the financial year 2024-25, to each of the Non-Executive Directors including Independent Directors of the Company.
(s) In accordance with Regulation 17(8) read with Part B of Schedule II of the Listing Regulations, Chief Executive Officer and Chief Financial Officer has furnished a duly signed Compliance Certificate to the Board of Directors for the year ended March 31, 2025. The Chief Executive Officer and Chief Financial Officer have also furnished a certificate pertaining to the financial year ended on March 31, 2025 to the Board of Directors in accordance with Regulation 33(2)(a) of the Listing Regulations.
(t) In accordance with the Code of Internal Procedures and Conduct for regulating, monitoring and reporting of trading by Insiders as prescribed under the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, Company Secretary has been designated as the Compliance Officer of the Company under the Companys Code of Conduct for Prevention of Insider Trading. She is responsible for adherence to and ensuring compliance with the Code by the Company and its designated employees.
(u) The Company also has organised a familiarization programme/arrangement for its Independent Directors about the nature of operation/business of the Company and also the roles and responsibilities of Independent Directors, which can be accessed on the Companys website through given web link i.e. https://www.birlacable.com/Familiarization-Programme/FY-2024-25.pdf.
Further, during the course of Board/Committee Meeting(s), presentations are made on various matters, inter-alia, covering the Companys businesses and operations, industry and regulatory updates, strategy, finance, risk management framework, roles, rights, responsibilities of Independent Directors under various statutes and other relevant matters as a part of familiarization programmes.
(v) The Company has presently not adopted certain discretionary requirements in regard to maintenance of Non-Executive Chairmans office, sending half-yearly declaration of financial performance including summary of the significant events in last six months to each household of shareholders and reporting of internal auditors directly to the Audit Committee.
However, requirement viz. moving towards regime of financial statements with unmodified audit opinion, has generally been complied with.
(w) The disclosures of the compliance with Corporate Governance requirements specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations, are given below:
| Regulation | Particulars of Regulations | Compliance status |
| 17 | Board of Directors | Yes |
| 17A | Maximum Number of Directorships | Yes |
| 18 | Audit Committee | Yes |
| 19 | Nomination and Remuneration Committee | Yes |
| 20 | Stakeholders Relationship Committee | Yes |
| 21 | Risk Management Committee | Not Applicable |
| 22 | Vigil Mechanism | Yes |
| 23 | Related Party Transactions | Yes |
| 24 | Corporate Governance requirements with respect to | Yes |
| subsidiary of listed entity | ||
| 24A | Secretarial Audit | Yes |
| 25 | Obligations with respect to Independent Directors | Yes |
| 26 | Obligations with respect to employees including senior | Yes |
| management, key managerial persons, directors and | ||
| promoters | ||
| 26A | Vacancies in respect of certain Key Managerial Personnel | Yes |
| 27 | Other Corporate Governance requirements | Yes |
| 46(2)(b) to (i) | Website | Yes |
(x) The applicable Secretarial Standards as issued by the Institute of Company Secretaries of India and approved by the Central Government has been duly complied with and adhered to by the Company.
(y) A qualified Company Secretary in Whole-Time Practice carried out a reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The Secretarial Audit confirms that the total issued / paid-up capital of the Company is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
14. Disclosure with respect to unclaimed suspense account:
Pursuant to Regulation 39(4) read with Schedule VI of the Listing Regulations, the Company has transferred to the ‘Unclaimed Securities Suspense Account the unclaimed equity shares which were issued in physical form from time to time. The details of such Unclaimed Securities Suspense Account pursuant to the provisions as prescribed under Clause F of Schedule V of Listing Regulations are as under:
Sl. No. |
Particulars | No. of Shareholders | No. of Shares |
| (a) | Aggregate number of shareholders and the outstanding shares lying in the | 44 | 4210 |
| Unclaimed Securities Suspense Account at the beginning of the year | |||
| (b) | Number of shareholders who approached the issuer for transfer of shares | Nil | Nil |
| from the Unclaimed Securities Suspense Account during the year | |||
| (c) | Number of shareholders to whom shares were transferred from the Unclaimed | Nil | Nil |
| Securities Suspense Account during the year | |||
| (d) | Aggregate number of shareholders and the outstanding shares lying in the | 44 | 4210 |
| Unclaimed Securities Suspense Account at the end of the year |
The voting rights on outstanding shares lying in the "Unclaimed Securities Suspense Account" shall continue to remain frozen till the rightful owners of such shares claims the shares.
15. Disclosure of certain types of agreements binding listed entities:
The disclosure of binding agreements referred to in clause 5A of Paragraph A of Part A of Schedule III of the Listing Regulations is not applicable to the Company.
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