The Directors of your Company hereby present the Thirty Seventh (37th)
Annual Report alongwith the Audited Financial Statements (Consolidated and Standalone) of
the Company for the Financial Year ("FY") ended March 31, 2023.
FINANCIAL RESULTS
The summary of the Company's financial performance, both on a
consolidated and standalone basis, for the FY2023 as compared to the previous FY2022 is
given below:
Rs in Crores
|
Standalone |
Consolidated |
|
Year ended 31 March 2023 |
Year ended 31 March 2022 |
Year ended 31 March 2023 |
Year ended 31 March 2022 |
Revenue from operations |
363.37 |
293.59 |
6,287.56 |
5,370.17 |
Other income |
2.22 |
6.10 |
21.63 |
6.36 |
Total income |
365.59 |
299.69 |
6,309.19 |
5,376.53 |
Profit before finance costs, depreciation, exceptional
items and tax |
18.40 |
17.09 |
294.80 |
264.13 |
Less: Finance costs |
7.75 |
5.70 |
111.28 |
73.60 |
Less: Depreciation |
6.51 |
4.49 |
107.48 |
98.60 |
Profit / (loss) before impact of foreign currency
transactions and translations, loss / (gain) on financial liability, exceptional items and
tax |
4.14 |
6.90 |
76.04 |
91.93 |
Add/(less): Gain / (loss) on foreign currency transactions
and translations (net) |
1.65 |
0.64 |
16.27 |
2.60 |
Add: Gain on settlement of financial liability |
- |
- |
- |
13.59 |
Less: Loss on fair valuation of deferred purchase
consideration |
- |
- |
(10.55) |
- |
Less: Exceptional item |
- |
(1.73) |
(52.31) |
(22.14) |
Profit/(loss) before tax |
5.79 |
5.81 |
29.45 |
85.98 |
(Add)/Less: Tax |
(0.05) |
- |
5.75 |
13.26 |
Profit/(loss) after tax |
5.84 |
5.81 |
23.70 |
72.72 |
Add/(less): Other Comprehensive Income/(loss) |
0.14 |
0.50 |
(26.05) |
(21.31) |
Total Comprehensive Income/(loss) for the year |
5.98 |
6.31 |
(2.35) |
51.41 |
Earnings/(loss) per share of ' 2/- each after exceptional
items: |
|
|
|
|
Basic (in ' ) |
0.35 |
0.36 |
1.42 |
4.45 |
Diluted (in ' ) |
0.35 |
0.35 |
1.41 |
4.38 |
FINANCIAL PERFORMANCE
The Company has recorded a gross turnover of ' 6,288 Crores for FY23 as
against ' 5,370 Crores in FY22 on consolidated basis, reflecting a growth of 17.1% over
previous year. On standalone basis, the gross turnover was ' 363 Crores as against ' 294
Crores for the period ended March 31, 2023 reflecting a growth of 23.76% over previous
year. This growth was mainly attributed by strong order book reflected in new as well as
old customer bookings this year and strong execution capabilities across all geographies.
Consolidated EBITDA for FY23 stood at ' 269 Crores as compared to ' 260
Crores during FY22. EBITDA margin reduced to 4.29% for FY23 as compared to 4.85% during
FY22. The Company took various initiatives focusing on cost rationalization and
productivity improvement during H2FY23 to counter the margin pressure and successfully
achieved overall margin improvement during H2FY23 due to positive impact of these
initiatives. The management expects further improvement in margins going forward.
On Standalone basis EBITDA stood at ' 17.83 Crores as against ' 11.63
Crores during FY22, reflecting more than 50% improvement YoY. This was mainly due to
significant improvement in sales and better margins in India business.
On consolidated basis, the Company has recorded a net profit before
exceptional item of ' 76 Crores for FY23 as compared to ' 95 Crores for FY22 despite of
higher revenues. On Standalone basis, the net profit stood at ' 5.84 Crores for FY23 as
against net profit of ' 5.81 Crores for FY22. The underperformance of bottom-line despite
of healthy revenue growth was due to significant inflationary pressure seen on overall
manpower cost including contingent workforce, supply chain disruptions and higher freight
costs.
The Company has taken additional measures to optimise costs and pass on
the additional cost to customers while executing new proposals. The Company continues its
focus on all the financial metrics together with better liquidity management and
profitability growth initiatives.
Key financial matrix provided below highlights overall financial
performance of the Company during FY23:
NATURE OF BUSINESS AND STATE OF AFFAIRS OF THE COMPANY
During the year under review, there have been no changes in the nature
of business of the Company. The information on the affairs of the Company has been covered
under the Management Discussion & Analysis forming part of this Report.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial
position of the Company which occurred between the end of the Financial Year to which
these financial statements relate and the date of this Report.
SHARE CAPITAL
At the beginning of the FY2023, the Authorized Share Capital of the
Company was ' 1,45,00,00,000/- (Rupees One Hundred and Forty Five Crores Only) divided
into 4,50,00,000 Equity shares of ' 10/- (Rupees Ten only) each, 50,00,000
Cumulative/Non-Cumulative Redeemable Preference Shares and 50,00,000 Convertible
Preference Shares of ' 100/- (Rupees Hundred only) each respectively and the Paid-up share
capital of the Company at the beginning of the FY2023 was ' 32,81,28,540/- (Rupees Thirty
Two Crore Eighty One Lakh Twenty Eight Thousand Five Hundred and Forty only) consisting of
3,28,12,854 Equity shares of ' 10/- (Rupees Ten only) each.
Subsequently, the Equity shares of ' 10/- (Rupees Ten only) each in the
Capital of the Company were sub-divided into Equity Shares of ' 2/- (Rupees Two Only) each
pursuant to approval of Shareholders by way of Special Resolution passed through Postal
Ballot on April 20, 2022. Consequently, the Authorized Share Capital of the Company
changed to ' 1,45,00,00,000/- (Rupees One Hundred and Forty Five Crores Only) divided into
22,50,00,000 Equity shares of ' 2/- (Rupees Two only) each, 50,00,000
Cumulative/Non-Cumulative Redeemable Preference Shares and 50,00,000 Convertible
Preference Shares of ' 100/- (Rupees Hundred only) each respectively. The Paid-up Share
Capital changed to ' 32,81,28,540/- (Rupees Thirty Two Crore Eighty One Lakh Twenty Eight
Thousand Five Hundred and Forty only) consisting of 16,40,64,270 Equity Shares of ' 2/-
(Rupees Two only) each.
During the year under review, the Company issued & allotted
36,73,415 Equity Shares of ' 2/- (Rupees Two only) each to Promoter's Group pursuant
to conversion of warrants and 1,66,925 Equity Shares of ' 2/- (Rupees Two only) each to
ESOP Allottee's pursuant to exercise of Employee Stock Options ("ESOPs")
duly vested in them, in accordance with the applicable terms of Company's ESOP
Scheme.
Consequently, as on March 31, 2023, the Paid-up Share Capital of the
Company got increased to ' 33,58,09,220/- (Rupees Thirty Three Crore Fifty Eight Lakh Nine
Thousand Two Hundred and Twenty only) consisting of 16,79,04,610 Equity shares of ' 2/-
(Rupees Two only) each.
The Company has not made any issue of Sweat Equity Shares or Equity
Shares with Differential Voting Rights during the year under review.
DIVIDEND
With a view to conserve resources for future growth, your Directors
have not recommended any dividend for the Financial Year ended March 31, 2023.
Pursuant to Regulation 43A of SEBI LODR Regulations, 2015, the Company
has formulated a Dividend Distribution Policy effective from April 02, 2021. The said
policy is accessible on the Company's website at https://www.blackbox.
com/en-us/investors/dividend-distribution-policy
TRANSFER TO RESERVE
With a view to facilitate the growth of the Company's business
over the coming years, the Board of Directors have recommended that the entire profits
generated in the current Financial Year should be transferred to the reserves of the
Company.
HUMAN RESOURCE MANAGEMENT AND HR INITIATIVE
At Black Box, our people and culture are the key enablers to continue
creating value for the organization. Our values work as guiding principles for everything
we do. We believe in accountability and transparency with all stakeholders. We embrace
global citizenship and respect our differences by nurturing diversity. We strive for
continuous innovation that anticipates the ever-changing needs of our customers and
accelerates their success.
We strongly practice Diversity and Inclusion in our processes and Black
Box was conferred with Best Place to Work for Disability inclusion 2022 with 90%
Disability Equality Index. Special care is taken to ensure procedures have reduced biases
related to a candidate's age, race, gender, religion, sexual orientation, and other
personal characteristics that are unrelated to their job performance. We work relentlessly
to support the women at the workplace and provide them with an ecosystem that nurture
their careers while being mindful of their unique challenges. Today, 19% of our workforce
consists of women and we have set a target to increase this in the forthcoming years. We
practice equity in the workplace by ensuring that all employees collectively have an equal
chance to succeed. We believe in hiring a diverse workforce, mitigating gender biases of
roles, managing career progression more fairly, and providing benefits to improve
work-life balance that supports more successful careers. On International Women's
Day, a session Step into Your Spotlight', had been curated specially to help
employees raise awareness about their personal brand and help forge positive change for
themself.
Talent Acquisition at Black Box is an ongoing strategic approach that
focuses on finding the right leaders, or specialists and genera towards its workforce
buildup. In this endeavour, we focused on getting the right talent and had more than 900
new hires in the financial year. A strong employee referral program is the best way to
spread the word that the organization requires skilled individuals that are the right fit
for the job, and we proudly promote this culture in the organization through the employee
referral program.
At Black Box the Learning & Development program offers wide range
of approaches like online self-learning, interactive learning experiences, and classroom
trainings. Training at Black Box is viewed as a process comprised of five related stages -
assessment, motivation, design, delivery, and evaluation. A calendared training program is
designed and rolled out with training catalogues to meet desired learning outcomes. The
Induction program is crucial in making the employees familiar with the culture and the
organization's long-term objectives. Our Leadership Excellence Program covered people
managers through a six-month blended learning series. The ELEVATE program, for Service
Excellence, enables employees to learn about Professional Excellence, and Customer
Orientation.
Our people strategies are geared towards building an unparalleled
Employee Engagement through mental, physical, and financial wellbeing of our employees.
Our employee wellness programs encompass the three areas of employee wellbeing, namely
physical, emotional, and financial wellbeing. To help employees take care of their mental
health to navigate stress at work and beyond, various webinars on Mental Health Awareness
were conducted for global employees. Towards better physical wellness, some health checkup
camps were also held to support our employees in this wellness journey. Our benefits
program follows an integrated approach and provides a range of options for better
financial security to our employees.
At Black Box, we believe in celebrating accomplishments and milestones
that contribute to achieving organizational goals. With the vision to build a positive,
collaborative, and creative work environment, Black Box's first ever digital,
seamless and multi directional Reward & Recognition platform - iShine was launched
this year. This empowers Managers to recognize their team members achievements on the go
and enable leaders reward performances that result in exceptional business outcomes and in
exceeding individual and company goals and expectations during a quarter and across the
year.
Black Box shares its proud moment this year being honored with the
"National Best Employer Brands 2022" in the World HRD Congress forum in
association with Times Ascent. This award entails the essence of the Organization
Branding, which reflects the company managing its Intellectual Capital and employee
potential as a corporate asset. It also reflects the organization's commitment to
creating a positive brand experience for their employees which is of due importance than
just effective management of the customer brand experience. Some of the key criteria for
the assessment were translation and combination of the company vision with actions of
aligning HR Strategy, weave HR Strategy with Business, and developing capabilities to
enable a future-ready organization. This award establishes employees' pride, loyalty,
and sense of respect at work that has translated into brand of the organization.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and Analysis for the year under review, in
terms of the provisions of Regulation 34 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 ("LODR Regulation"), is set out as a separate
section, forming an integral part of this Annual Report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls for
ensuring orderly and efficient conduct of its business including adherence to
company's policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information with reference to financial statements.
During the year under review, these internal controls have been subject
to audit. For details with regard to reportable material weaknesses in the said controls,
if any, please refer the Statutory Auditors' Report forming part of this Annual
Report.
PUBLIC DEPOSITS
The Company has not accepted any fixed deposits, including from the
public and as such, no amount of principal or interest was outstanding as on the date of
the Balance Sheet.
SUBSIDIARIES/HOLDING COMPANY
During the year under review, the following changes took place in
Subsidiaries and Holding Company of the Company: Holding Company
As on March 31, 2023, Essar Telecom Limited and Essar Steel Metal
Trading Limited (Promoter group companies) collectively held 11,94,41,430 Equity shares of
' 2/- each of the Company, constituting 71.14% Promoter shareholding in the Company. Essar
Global Fund Limited remains the ultimate Holding Company of the Company.
DISSOLUTION(S)/DEREGISTRATION(S)/DIVESTMENTS
1. Pyrios Pty Limited, Step-down subsidiary of the Company was
deregistered w.e.f May 15, 2022.
2. Black Box Holdings Limited, Step-down subsidiary of the Company, has
diluted its stake in Black Box DMCC from 86% to 39.50% during the year. Consequently,
Black Box DMCC has become Associate Company of the Company as on March 31, 2023.
As on March 31, 2023, the following are the subsidiaries/step-down
subsidiaries/Associate Company of the Company:
Sr. No. Name of the Entity |
Registration Geos |
Nature of Relationship |
1. Black Box Technologies Pte. Ltd. |
Singapore |
Subsidiary Company |
2. Black Box Technologies Group B.V. |
Netherlands |
Step-down subsidiary |
3. AGC Networks Philippines Inc. |
Philippines |
Step-down subsidiary |
4. AGC Networks & Cyber Solutions Limited |
Kenya |
Step-down subsidiary |
5. Black Box Products FZE |
Dubai |
Step-down subsidiary |
6. AGC Networks LLC |
Dubai |
Step-down subsidiary |
7. AGC Networks LLC |
Abu Dhabi |
Step-down subsidiary |
8. BBX Main Inc. |
USA |
Step-down subsidiary |
9. Cybalt Inc. |
USA |
Step-down subsidiary |
10. BBX Inc. |
USA |
Step-down subsidiary |
11. Black Box Bangladesh Technologies Pvt. Ltd. |
Bangladesh |
Step-down subsidiary |
12. Black Box Corporation |
USA |
Step-down subsidiary |
13. Black Box Chile S.A |
Chile |
Step-down subsidiary |
14. Black Box Network Services (UK) Limited |
England |
Step-down subsidiary |
15. Black Box Finland OY |
Finland |
Step-down subsidiary |
16. Black Box Network Services India Private Limited |
India |
Step-down subsidiary |
17. Black Box Network Services (Dublin) Limited |
Ireland |
Step-down subsidiary |
18. Black Box Network Services SDN. BHD. |
Malaysia |
Step-down subsidiary |
19. Black Box de Mexico, S. de R.L. de C.V. |
Mexico |
Step-down subsidiary |
20. Black Box Norge AS |
Norway |
Step-down subsidiary |
21. Black Box Network Services Singapore Pte Ltd |
Singapore |
Step-down subsidiary |
22. Black Box Network Services AB |
Sweden |
Step-down subsidiary |
23. Black Box Network Services Corporation |
Taiwan |
Step-down subsidiary |
24. BBOX Holdings Puebla LLC |
USA |
Step-down subsidiary |
25. Black Box Corporation of Pennsylvania |
USA |
Step-down subsidiary |
26. Black Box Network Services Inc. - Government Solutions |
USA |
Step-down subsidiary |
27. Black Box Services Company |
USA |
Step-down subsidiary |
28. COPC Holdings Inc. |
USA |
Step-down subsidiary |
29. Delaney Telecom Inc. |
USA |
Step-down subsidiary |
30. Norstan Communications Inc. |
USA |
Step-down subsidiary |
31. ACS Investors LLC |
USA |
Step-down subsidiary |
32. AGC Network LLC |
USA |
Step-down subsidiary |
33. Norstan Canada Ltd. / Norstan Canada LTEE |
Canada |
Step-down subsidiary |
34. Nu-Vision Technologies LLC |
USA |
Step-down subsidiary |
35. ACS Dataline LP |
USA |
Step-down subsidiary |
36. Black Box Technologies Australia Pty Ltd. |
Australia |
Step-down subsidiary |
37. Black Box Network Services Australia Pty Ltd |
Australia |
Step-down subsidiary |
38. Black Box GmbH |
Austria |
Step-down subsidiary |
39. Black Box Network Services NV |
Belgium |
Step-down subsidiary |
40. Black Box do Brasil Industria e Comercio Ltda. |
Brazil |
Step-down subsidiary |
41. Black Box Canada Corporation |
Canada |
Step-down subsidiary |
42. Black Box Holdings Ltd. |
Cayman Islands |
Step-down subsidiary |
43. Black Box A/S |
Denmark |
Step-down subsidiary |
44. Dragonfly Technologies Pty Ltd |
Australia |
Step-down subsidiary |
45. AGCN Solutions Pte. Limited |
Singapore |
Step-down subsidiary |
46. Black Box Network Services New Zealand Limited |
New Zealand |
Step-down subsidiary |
47. Black Box Technologies New Zealand Limited |
New Zealand |
Step-down subsidiary |
48. Black Box France |
France |
Step-down subsidiary |
49. Black Box Network Services S.r.l. |
Italy |
Step-down subsidiary |
50. Black Box Network Services Co., Ltd. |
Japan |
Step-down subsidiary |
51. Black Box Network Services Korea Limited |
Korea |
Step-down subsidiary |
52. Black Box International Holdings B.V. |
Netherlands |
Step-down subsidiary |
53. Black Box P.R. Corp. |
Puerto Rico |
Step-down subsidiary |
54. Black Box Comunicaciones, S.A. |
Spain |
Step-down subsidiary |
55. Black Box Network Services AG |
Switzerland |
Step-down subsidiary |
56. BB Technologies, Inc. |
USA |
Step-down subsidiary |
57. Black Box Deutschland GmbH |
Germany |
Step-down subsidiary |
58. Black Box Software Development Services Limited |
Ireland |
Step-down subsidiary |
59. Black Box International B.V. |
Netherlands |
Step-down subsidiary |
60. Black Box Network Services Philippines Inc. |
Philippines |
Step-down subsidiary |
61. BBOX Holdings Mexico LLC |
USA |
Step-down subsidiary |
62. Black Box Network Services Colombia S.A.S. |
Colombia |
Step-down subsidiary |
63. Black Box Costa Rica S.R.L |
Costa Rica |
Step-down subsidiary |
64. Servicios Black Box S.A. deC.V. |
Mexico |
Step-down subsidiary |
65. Black Box E-Commerce (Shanghai) Co., Ltd. |
China |
Step-down subsidiary |
66. Black Box Network Services Hong Kong Limited |
Hong Kong |
Step-down subsidiary |
67. Black Box Technologies LLC |
Abu Dhabi |
Step-down subsidiary |
68. Black Box Technologies LLC |
Dubai |
Step-down subsidiary |
69. Fujisoft Security Solutions LLC |
Dubai |
Step-down subsidiary |
70. COPC Inc. |
USA |
Step-down subsidiary |
71. COPC International Inc. |
USA |
Step-down subsidiary |
72. COPC Asia Pacific Inc. |
USA |
Step-down subsidiary |
73. COPC Consultants (Beijing) Co. Ltd |
China |
Step-down subsidiary |
74. COPC International Holdings LLC |
USA |
Step-down subsidiary |
75. COPC (India) Pvt Limited |
India |
Step-down subsidiary |
76. Service Journey Strategies Inc. |
USA |
Step-down subsidiary |
77. Black Box DMCC |
Dubai |
Associate Company |
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
The particulars of loan(s) given, investment(s) made, guarantee(s)
given and/or securities provided by the Company along with the purpose for which such
amount of loan, guarantee or security is proposed to be utilized by the recipient, has
been provided in the notes to financial statements.
STATUTORY AUDITORS AND THEIR REPORT
M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI
Registration No. 001076N/N00013) were re-appointed as the Statutory Auditors of the
Company, vide resolution passed by Shareholders at the 33rd Annual General
Meeting (AGM) of the Company to hold office for a period of Five (5) year commencing from
conclusion of the 33rd AGM till the conclusion of 38th AGM of the
Company.
Statutory Auditors' Report
The Statutory Auditors' Report on the financial statements of the
Company (Standalone & Consolidated) for the financial year ended March 31, 2023, has
been annexed to the financial statements contained in this Annual Report. The Statutory
Auditors have expressed their Emphasis of Matter (EOM) on the Standalone &
Consolidated financial statements of the Company in the said report. Further, the said EOM
along with the management's response on the same is given below:
A. Standalone Audit Report:
Emphasis of Matters - Non- compliances with laws and regulations
"We draw attention to Note 47 to the accompanying standalone
financial statements which describes the delay in remittance of import payments and
repatriation of proceeds of export of goods and services, aggregating to '3.28 Crores and
' 17.82 Crores, respectively, outstanding as at 31 March 2023 beyond the timelines
stipulated under the Foreign Exchange Management Act, 1999, as amended from time to time.
The management has filed necessary applications with the appropriate authority for
extension of time period and condonation of such delays. The management is of the view
that the fines /penalties, if any that may be levied, are currently unascertainable but
not expected to be material and accordingly, no adjustments have been made to the
accompanying standalone Financial statements in respect of aforesaid delays. Our opinion
is not modified in respect of this matter."
Management's views on the above:
The outstanding balance of trade payables, trade receivables and other
financial assets as at 31 March 2023 includes amount payable aggregating to ' 3.28 Crores
and amount receivable aggregating to ' 6.02 Crores and ' 11.80 Crores, respectively, to/
from the companies situated outside India. These balances are pending for settlement and
have resulted in delay in remittance/ collection beyond the timeline stipulated under the
Foreign Exchange Management Act, 1999. The Company has filed necessary application with AD
Category I bank (AD Bank') for extension of time limit on payables aggregating
to ' 2.71 Crores during the current year and on payables aggregating to ' 0.24 Crores
subsequent to 31 March 2023. For the remaining payables amounting to ' 0.33 Crores where
extension has not been filed, management is planning to approach AD Bank or RBI with write
off request. Similarly, the Company has filed application with AD Bank for extension of
time limit for the aforementioned receivables aggregating to ' 15.43 Crores during the
current year and on receivables aggregating to ' 2.39 Crores subsequent to 31 March 2023.
For all the cases, approval is pending from AD Bank.
Pending conclusion of the aforesaid matter, the amount of penalty, if
any, that may be levied, is not ascertainable but not expected to be material and
accordingly, the Statement does not include any adjustments that may arise due to such
delays.
B. Consolidated Audit report
Emphasis of Matters - Non- compliances with laws and regulations
"As stated in note no. 50 of the Auditors' report on Consolidated
Financial Statement of the Company which describes the delay in remittance of import
payments and repatriation of proceeds of export of goods and services, aggregating to '
1788 Crores and '2034 Crores, respectively, by the Holding Company and its subsidiary
companies incorporated in India, outstanding as at 31 March 2023 beyond the timelines
stipulated under the Foreign Exchange Management Act, 1999, as amended from time to time.
The respective management of companies, as aforesaid, have filed necessary applications
with the appropriate authority for extension of time period and condonation of such
delays. The management is of the view that the fines/penalties, if any, that may be
levied, are currently unascertainable but not expected to be material and accordingly, no
adjustments have been made to the accompanying consolidated financial statements in
respect of aforesaid delays. Our opinion is not modified in respect of this matter.
Management's views on the above:
The outstanding balance (before eliminating inter-company balances) of
trade payables, trade receivables and other financial assets as at 31 March 2023 includes
amount payable aggregating to ' 17.88 Crores and amount receivable aggregating to ' 8.54
Crores and ' 11.80 Crores, respectively, to/ from the companies situated outside India.
These balances are pending for settlement and have resulted in delay in remittance/
collection beyond the timeline stipulated under the Foreign Exchange Management Act, 1999.
The Holding Company and its subsidiary companies, incorporated in India, have filed
necessary application with AD Category - I bank (AD Bank') for extension of
time limit on payables aggregating to ' 11.81 Crores during the current year and on
payables aggregating to ' 0.79 Crores subsequent to 31 March 2023. Similarly, the Holding
Company and its subsidiary companies, incorporated in India, have filed application with
AD Bank for extension of time limit for the aforementioned receivables aggregating to '
17.20 Crores during the current year and on receivables aggregating to ' 2.92 Crores
subsequent to 31 March 2023. For all these cases, approval is pending from AD Bank.
Further, for the remaining payables and receivables amounting to ' 5.28 Crores and ' 0.22
Crores, respectively, where extension has not been filed, management is planning to
approach AD Bank or RBI with write off request.
Pending conclusion of the aforesaid matter, the amount of penalty, if
any, that may be levied, is not ascertainable but not expected to be material and
accordingly, the consolidated financial statements do not include any adjustments that may
arise due to such delays.
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to Section 204(1) of the Act and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit
of the Company was carried out by Dr. S. K. Jain, Practicing Company Secretary (FCS No.
1473) & Proprietor of M/s. S. K. Jain & Co., (Secretarial Auditor) for FY2023. The
Report given by the Secretarial Auditor is annexed as Annexure - I and forms an
integral part of this Board's Report.
REPORTING OF FRAUDS BY THE AUDITORS
During the year under review, neither the Statutory Auditor nor the
Secretarial Auditor has reported to the Audit Committee or Board, pursuant to the
provisions of Section 143(12) of the Act, any fraud committed against the Company by its
employees or officers.
COST RECORDS AND COST AUDIT
The maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act, are not applicable for the
business and activities carried out by the Company.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out by SEBI. The
Company has also implemented several benchmark corporate governance practices as prevalent
globally. The Corporate Governance Report, as stipulated under the SEBI LODR Regulations,
forms an integral part of this Annual Report. Further, in accordance with the applicable
provisions of Schedule V of the said Regulations, a compliance certificate issued by M/s.
S. K. Jain & Co. LLP, Practicing Company Secretaries (ICSI Certificate of Practice No.
3076), confirming that the Company has complied with the conditions of corporate
governance is annexed herewith and marked as Annexure II.
NUMBER OF BOARD MEETINGS
During the FY2023, 4 (Four) Board meetings were held. Further detail on
the same is available in the Corporate Governance Report which forms part of this Annual
Report.
The Company has complied with the requirements prescribed under the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) read with the MCA Circulars granting exemptions.
EMPLOYEES' STOCK OPTION SCHEME
Pursuant to the shareholders' approval dated April 21, 2015, the
Nomination and Remuneration Committee of the Board of Directors of the Company has granted
stock options as per the terms of "AGC Networks Employee Stock Option Scheme
2015" from time to time, to the employees and executive directors of the Company and
its subsidiary(s). The following table shows detailed information with regards to the
same:
Total options granting eligibility of the Company (A) |
71,16,615 |
Total options granted as on 31.3.2022 (B) |
77,94,565 |
Total options lapsed as on 31.3.2022 (C) |
47,08,390 |
Options available for grant as on 31.3.2022 (D) = (A-B+C) |
40,30,440 |
Options granted during the FY 2022-23 (E) |
- |
Options lapsed/cancelled during the FY 2022-23 (F) |
- |
Options available for grant as on 31.3.2023 (H) = (D-E+F) |
40,30,440 |
Disclosures on ESOP Scheme of the Company for the FY2023, pursuant to
Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014:
Sr. No. Particulars |
FY2023 |
1 Total No. of Shares covered by ESOP Scheme approved by the
Shareholders |
71,16,615 |
2 Options Granted |
NIL |
3 Options Vested |
1,66,925 |
4 Options Exercised |
1,66,925 |
5 The total no. of shares arising as a result of options |
1,66,925 |
6 Options Lapsed |
NIL |
7 Pricing Formula |
10% discount on last closing price |
8 Variation of terms of Options/Exercise Price |
|
9 Money realized by exercise of Options |
' 35,72,195 |
10 Total No. of Options in force |
5,36,480 |
Diluted Earnings per Share (EPS) pursuant to issue of shares on
exercise of option calculated in accordance with Accounting Standard (AS) 20: Kindly refer
note no. 32 (Standalone) forming part of notes to accounts.
Where the company has calculated the employee compensation cost using
the intrinsic value of the stock options, the difference between the employee compensation
cost so computed and the employee compensation cost that shall have been recognized if it
had used the fair value of the options: Kindly refer note no. 33 (Standalone) forming part
of notes to accounts.
The details pursuant to the SEBI ESOP Regulations have been placed on
the website of the Company and web link of the same is
https://www.blackbox.com/en-in/investors/corporate-governance/esop
TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND/SHARES TO IEPF
The dividends which remained unpaid/unclaimed for a period of more than
seven consecutive years from the date of transfer to respective unpaid dividend account,
have been transferred on due dates by the Company to the Investor Education and Protection
Fund ("IEPF") established by the Central Government.
Pursuant to the applicable provisions of Section 124 of the Companies
Act, 2013 (the "Act") read with applicable provisions of the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("the Rules"), the Company is required to transfer all amounts of dividend that
has remained unpaid or unclaimed for a period of seven years from the date of transfer to
respective unpaid dividend account, to the IEPF Fund. Further, according to the applicable
provisions of the said section read with the rules made thereunder, the Company is also
required to transfer the corresponding shares with respect to the unpaid/unclaimed
dividend, which has not been paid or claimed for seven consecutive years or more, to the
demat account of the IEPF Authority.
Accordingly, the Company has transferred unpaid/unclaimed dividends
alongwith the corresponding shares to IEPF Fund within the time limits prescribed under
the said section and rules. The details of the shares already transferred and the shares
which are due for transfer have been uploaded on the website of the Company and can be
accessed at https://www.blackbox.com/en-in/investors/investor-services/iepf
Members are further informed that the Company has been facing technical
difficulty in submission of E-verification Report with IEPF authority in respect of claims
received from shareholder for transfer of shares and unclaimed dividend from IEPF
authority. There were several claims which were received by the Company and
e-verifications could not be submitted with IEPF Authority due to the said technical
difficulty which lead to rejection of all such claims from IEPF authority. In the interest
of shareholders, the Company had initially filed verification report in physical form to
overcome the challenge being phased while submission of E-verification report. However,
IEPF did not consider the verification report in physical mode and all such claims were
also rejected. We have made sincere efforts to get this issue resolved as early as
possible. However, till date no solution has been provided by IEPF authority. The Company
is engaging with Ministry of Corporate Affairs to get the issue resolved and will update
all the shareholders in due course of time.
As per SEBI Circular dated December 30, 2022, the Company has opened
Suspense Escrow Demat Account and it is disclosed that there were no shares lying at the
beginning/during/at the end of the FY2023.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
All Directors of the Company, including the Independent Directors, are
provided with necessary documents/ brochures, reports and internal policies to facilitate
their familiarization with the procedures and practices followed by the Company. Further,
periodic presentations are made at the meetings of the Board of Directors and its various
Committees, on business and performance updates of the Company, global business
environment, business strategy and risks involved. Quarterly updates, new amendments,
circulars and notifications issued by the regulatory authorities including ROC, RBI and
SEBI which mandates further compliances for the Company and landmark judicial
pronouncements encompassing important laws are regularly circulated to the Directors.
Further, at the time of appointment of any Independent Director the
Company issues a formal letter of appointment outlining his/her role, function, duties and
responsibilities alongwith Code of Conduct to be adhered by the Directors. The
Familiarization Policy for Independent Directors is accessible on the website of the
Company at https://blackbox. com/investors/familiarization-policy-of-independent-directors
VIGIL MECHANISM
The Vigil Mechanism of the Company in terms of the LODR Regulations,
has been established through the Whistle Blower Policy/Policy on Vigil Mechanism of the
Company. Protected disclosures can be made by a Whistle Blower through an e-mail or a
letter to the Chief Ethics Officer or to the Chairman of the Audit Committee. The Policy
on Vigil Mechanism/Whistle Blower Policy may be accessed on the Company's website at
the link https://www.blackbox.com/ investors/Whistle-Blower-Policv
PERFORMANCE EVALUATION
In terms of the requirement of the Companies Act, 2013 and LODR
Regulations, annual performance evaluation of the Board, the Chairman of the Board,
Independent and Non-Independent Directors and various Committees of the Board for the
Financial Year 2023, was undertaken by the Company.
The evaluation was carried out through questionnaire based rating
assessment mechanism where the evaluators were requested to give rating for each criteria
set for evaluating the performance of the Director or the Committee of which, the
performance was being evaluated. The board evaluation process was focused around how to
make the Board more effective as a collective body in the context of the business and the
external environment in which the Company functions. From time to time during the year,
the Board was appraised of the business issues and the related opportunities and risks.
The Board discussed various aspects of the functioning of the Board and its Committees
such as structure, composition, meetings, functions and interaction with management.
Additionally, during the evaluation process, the Board also focused on
the contribution being made by the Board as a whole as well as through Committees. The
overall assessment of the Board was that it was functioning as a cohesive body including
the Committees of the Board that were functioning effectively.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2023 will be available on the Company's website on
https://www.blackbox.com/en-in/investors/financials/annual-returns
DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")
Section 152 of the Act provides that unless the Articles of Association
provide for the retirement of all directors at every AGM, not less than two-third of the
total number of directors of a public company (excluding the independent directors) shall
be persons whose period of office is liable to determination by retirement of directors by
rotation. Accordingly, Mr. Anshuman Ruia (DIN:00008501) Executive Director of the Company
shall retire by rotation at the ensuing AGM and being eligible has offered himself for
re-appointment.
Mr. Dilip Thakkar who was appointed as Independent Director by the
shareholders of the Company at the 32nd AGM held on August 01, 2018, is
proposed to be re-appointed for a further period of 5 Years w.e.f August 01, 2023.
The above proposals will be considered for approval by the shareholders
of the Company at the ensuing AGM scheduled on Tuesday, September 26, 2023.
As on March 31, 2023, the Company had the following KMPs:
Mr. Sanjeev Verma, Whole-time Director (DIN:06871685)
Mrs. Mahua Mukherjee, Executive Director (DIN:08107320)
Mr. Deepak Kumar Bansal, Executive Director & Chief
Financial Officer (DIN:07495199)
Mr. Anshuman Ruia, Executive Officer (DIN:00008501)
Mr. Aditya Goswami, Company Secretary & Compliance Officer
The Company has received declarations from all the Independent
Directors on its Board, confirming that he/she meets criteria of independence laid down
under Section 149(6) of the Act and Regulation 16(1)(b) of LODR Regulations and that
he/she is not aware of any circumstance/situation, which exists or may be reasonably
anticipated, that could impair/impact his/her ability to discharge the duties of an
Independent Director with objective independent judgment and without any external
influence. These declarations and confirmations of the Independent Directors were duly
noted by the Board of Directors after due assessment. Consequently, the Board is of the
opinion that all Independent Directors of the Company fulfil the criteria of independence
specified under the Act & SEBI LODR Regulations and are independent from the
management of the Company.
Further, in the opinion of the Board of Directors, all Independent
Directors of the Company hold highest standards of integrity and possess requisite
expertise & experience enabling them to fulfil their duties as Independent Directors.
For detailed composition of Board of Directors and various Committees,
kindly refer the Corporate Governance Report forming part of the Annual Report.
The Nomination and Remuneration Committee of the Company has devised a
policy for performance evaluation of Directors, Board and Senior Management which includes
the criteria for performance evaluation as well as the remuneration policy for the
Directors, Senior Management and Employee of the Company. These policies are annexed to
this report as Annexure III and Annexure IV respectively and are also
accessible on the Company's website at the link
https://www.blackbox.com/en-us/investors/performance-evaluation-policv and
https://www.blackbox.com/ investors/remuneration-policy respectively.
COMMITTEES OF THE BOARD
The details relating to various Committees constituted by the Board of
Directors of the Company are mentioned in the Corporate Governance Report',
which forms a part of the Annual Report.
CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT
Pursuant to the provisions of Regulation 17(5) of the LODR Regulations,
a Code of Conduct for the Directors & Senior Management of the Company has been
formulated & approved by the Board of Directors. Further, in accordance with the
provisions of Regulation 26(3), all Directors & members of Senior Management of the
Company have affirmed compliance with the said Code of Conduct during the Financial Year
2023.
The said Code of Conduct is accessible on the Company's website at
the link https://www.blackbox.com/en-us/ investors/Code-Of-Conduct-Directors
Further, pursuant to the provisions of Regulation 34(3) readwith
Schedule V Part D of the LODR Regulations, Mr. Sanjeev Verma, Whole-time Director, has
issued a declaration stating that all the Directors and members of Senior Management of
the Company have complied with the Code of Conduct of the Company during the FY2023. The
said declaration has been disclosed in the Corporate Governance Report forming part of the
Annual Report.
PERSONNEL
The Board places on record its appreciation for the hard work and
dedicated efforts put in by all the employees. The relations between the management and
employees continue to remain cordial on all fronts.
The statement of particulars of appointment and remuneration of
managerial personnel and employees of the Company as required under Section 197(12) of the
Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this Report as Annexure V.
Having regard to the provisions of the second proviso to Section 136(1)
of the Act and as advised, the Annual Report excluding the aforesaid information is being
sent to the members of the Company. The said information is available for inspection at
the registered office of the Company during working hours and any member interested in
obtaining such information may write to the Company Secretary and the same will be
furnished on request.
POLICY ON PREVENTION OF GENDER HARASSMENT AT WORKPLACE AND INTERNAL
COMPLAINTS COMMITTEE ("ICC")
The Company has in place a policy for prevention, prohibition and
redressal of gender harassment at workplace. Appropriate reporting mechanisms are in place
for ensuring protection against gender harassment and the right to work with dignity.
Further, in accordance with the applicable provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company had constituted an Internal Complaints Committee ("ICC") to consider and
resolve sexual harassment complaints raised by the employees of the Company. The
constitution of the ICC is in accordance with the applicable provisions of the said Act.
During the year under review, no complaints were received from any of
the employee(s) of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
(i) Part A pertaining to conservation of energy is not applicable to
the Company.
(ii) Part B pertaining to particulars relating to technology absorption
is as per Annexure VI to this report.
(iii) Part C pertaining to foreign exchange earnings and outgoings is
as mentioned below:
Rs in Crores
EXPENDITURE IN FOREIGN CURRENCY (ACCRUAL BASIS) |
FY2023 |
FY2022 |
Service charges |
0.31 |
0.39 |
Travelling and conveyance expenses |
0.50 |
0.25 |
Expenses reimbursement paid |
0.11 |
0.46 |
Total |
0.92 |
1.11 |
EARNINGS IN FOREIGN CURRENCY (ACCRUAL BASIS) |
FY2023 |
FY2022 |
Sale of goods and services (Including sale from overseas
branch and to Export Oriented Units) |
32.38 |
33.04 |
Interest and Commission income |
0.11 |
0.33 |
Expenses reimbursement received |
15.41 |
18.31 |
Total |
47.90 |
51.68 |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) has
formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the Company, which has been approved
by the Board. The CSR Policy is accessible on the Company's website at the link
https://www. blackbox.com/en-us/investors/csr-policv
The Report on CSR activities is annexed herewith marked as Annexure
VII.
RISK MANAGEMENT POLICY
The Company has a comprehensive Risk Management Policy in place which
clearly indicates all the risks that the organization faces such as strategic, financial,
credit, market, liquidity, security, property, IT, legal, regulatory, reputational and
other risks that have been identified and assessed and there is an adequate risk
management infrastructure in place capable of addressing those risks. The Risk Management
Policy is accessible on the Company's website at
https://www.blackbox.com/en-us/investors/risk-management-policy
In terms of Regulation 21(5) of SEBI (LODR) Regulations, 2015, the
Board of Directors of the Company has constituted the Risk Management Committee (the
"Committee" or "Risk Committee") on April 02, 2021. The
Committee's constitution and terms of reference meet with the requirements of the
Regulations. The Risk Committee dwells upon the potential risks associated with the
business and their possible mitigation plans and is responsible for Framing, Overseeing
and Monitoring implementation of Risk Management Policy.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary course of business and
on an arm's length basis. During the year, the Company had not entered into any
contract / arrangement / transaction with related parties which could be considered
material in accordance with the Company's policy of on materiality of related party
transactions. Most of these are purchase/sales transactions and maintenance services
transactions which are of the duration of 3 months to 12 months. Your Directors draw
attention of the members to Note no. 39 (Consolidated) and note no. 36 (Standalone) to the
financial statement which sets out related party disclosures.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may is accessible on the
Company's website at the link https://blackbox.com/investors/rpt
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a. in the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
b. the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as on March 31, 2023
and of the profit/(loss) of the Company for the financial year ended on the said date;
c. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. the Directors have prepared the annual accounts on a going
concern' basis;
e. the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
f. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company; work performed by the internal,
statutory and secretarial auditors and external consultants, including audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant board committees, including the audit committee;
the Board is of the opinion that the Company's internal financial controls were
adequate and effective during FY2023.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its future
operations.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANK- RUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT 31 MARCH, 2023
There are no proceedings initiated/pending against the Company under
the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the
Company.
ACKNOWLEDGEMENTS
The Board is thankful to the Shareholders, Bankers and Customers of the
Company for their continued support. It also takes this opportunity to express gratitude
to its various suppliers and its partners for their continued co- operation, support and
assistance. Above all, the Board expresses its appreciation to each and every employee for
his / her contribution, dedication and sense of commitment to the Company's
objectives.
For and on behalf of the Board of Directors |
|
Sanjeev Verma |
Mahua Mukherjee |
Whole-time Director |
Executive Director |
DIN: 06871685 |
DIN: 08107320 |
Dallas, USA |
Navi Mumbai |
August 12, 2023 |
August 12, 2023 |
|