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 COMPANYS 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 worlds 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.
Europes 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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
2transitioning 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 Groups 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 Groups 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 Companys 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 Companys 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 Companys 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 Boards 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 Companys 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 Companys Policy on materiality and dealing with Related Party Transactions (‘RPT Policy) as approved by the Board of Directors is uploaded on the Companys 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 Companys 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 Companys audited financial statements including the consolidated financial statements and all other documents required to be attached thereto are placed on the Companys 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 Auditors 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 Companys 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 Companys 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 | ||
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