To
The Members of Polycab India Limited
Your Directors take pleasure in submitting the 27th Annual
Report of the business and operations of your Company (the Company' or PI L')
and the Audited Financial Statements for the financial year ended 31 March 2023.
1. Financial & Operations Highlights of the Company
Particulars
No. |
Standalone |
Consolidated |
Current Year 31 March 2023 |
Previous Year 31 March 2022 |
Current Year 31 March 2023 |
Previous Year 31 March 2022 |
1 Revenue from Operation |
139,116 |
120,979 |
141,078 |
122,038 |
2 Earnings before Interest
& Depreciation |
18,111 |
12,400 |
18,429 |
12,626 |
Other Income |
1,361 |
905 |
1,333 |
899 |
Finance Cost |
561 |
334 |
598 |
352 |
Depreciation |
2,024 |
1,966 |
2,092 |
2,015 |
3 Profit before tax and
exceptional items |
16,887 |
11,005 |
17,073 |
11,159 |
Exceptional items |
- |
1,243 |
- |
- |
4 Profit before tax |
16,887 |
12,248 |
17,073 |
11,159 |
Income tax expenses |
4,171 |
2,936 |
4,250 |
2,706 |
5 Profit for the year from
continuing operations |
12,716 |
9,313 |
12,823 |
8,452 |
6 Profit before tax from
discontinued operations |
- |
- |
- |
136 |
Gain on disposal of
discontinued operations |
- |
- |
- |
817 |
Tax expense on discontinued
operations |
- |
- |
- |
233 |
7 Profit for the year from
discontinued operations |
- |
- |
- |
721 |
8 Profit for the year |
12,716 |
9,313 |
12,823 |
9,173 |
9 Earnings Per Share (in Rs) |
|
|
|
|
Basic |
84.98 |
62.39 |
84.87 |
60.87 |
Diluted |
84.72 |
62.12 |
84.61 |
60.60 |
The standalone as well as the consolidated financial statement have
been prepared in accordance with the Indian Accounting Standards (Ind AS).
Consolidated:
During the year PIL posted a consolidated turnover of ?141,078 million
rising by ?19,040 million YoY from ?122,038 million in the previous year. The consolidated
EBITDA (excluding other income) and profit after tax stood at ?18,429 million and ?12,823
million as against ?12,626 million and ?9,173 million in the previous year. The Company
achieved several significant milestones in FY23 such as all-time high annual revenue and
profitability. Overall top-line surpassed ?140 billion clocking 15.8% CAGR in last 5
years. International business too clocked an all-time high sale of T13.8 billion, making
Polycab one of the largest exporter of wires and cables in India. Fast Moving Electrical
Goods (FMEG ) business was stead above the ?12 billion mark. The Company also churned out
record cash with negligible debt levels.
Indian economy has exhibited remarkable resilience in the face of
global volatility, with several high- frequency indicators pointing towards sustained
positive momentum. The manufacturing PMI, services PMI, and core 8
industries have consistently remained above long-term averages, reflecting a robust growth
trajectory. Furthermore, growth momentum has been visible in key sectors such as steel and
cement output, GST collections, e-way bill generation, capacity utilization, and rising
demand for electricity and travel. This is a clear indication of the country's strong
economic fundamentals, which continue to attract investment and drive growth. In addition,
doubledigit credit growth further underscores the positive momentum in the economy. The
downward trajectory of inflation bodes well for the economy, as it helps to boost consumer
confidence and spending. While headline CPI inflation eased to an 18-month low of 4.7% YoY
in April 2023, Core CPI grew 5.1% in April 2023, the lowest in 35 months. The rural
sector, which is a critical driver of the Indian economy, has also exhibited positive
signs.
Wires and Cables revenue grew strongly by 17% YoY to ?125,369 million,
accounting for 89% of total sales in FY23. The growth was primarily driven by a
substantial increase in volume sales, supported by both internal and external factors. The
Company's relentless focus on execution, proactive investments in brand building, customer
centricity, pricing actions, and digitalization
have contributed to its success. Moreover, the government's emphasis on
driving economic growth and implementing structural reforms has provided a favourable
business environment for Polycab. During the year, domestic distribution driven business
showed strong volume growth of 21%. The outperformance was primarily on account of
benefits realized through the merger of HDC and LDC verticals last year. Within domestic
distribution, cables grew faster than wires during the year. Special purpose cables
business gained momentum with sales growing 1.7x over last year.
The Company's international business saw robust growth of -50% to
?13,835 million, contributing to 9.8% of the Company's total revenues as against 7.6% last
year. The Company has received good amount of business from regions such as USA, Europe,
Asia, Australia, Africa and Middle East. During the year, the company has expanded its
global footprint to 70 countries. With tremendous increase in spends globally in sectors
such as Renewables, Oil & Gas and Infrastructure, the Company is poised to grow its
the international business further, strengthening its foothold in various international
markets.
FMEG business revenue stood at ?12,512 million in FY23, reflecting a
marginal decline compared to ?12,544 million in FY22. The segment was adversely impacted
by distribution realignment undertaken during the year, as part of Project LEAP, to enable
improved pace of future business growth, as well as due to challenging business
environment on account of continued high inflation. FMEG business grew at CAGR of -30 in
last seven years and for the next phase of growth, the Company is strategically
readjusting its business model. Following successful merger of HDC and LDC verticals, the
Company has decided to merge the Fans vertical with Lights vertical and Retail wires
vertical with Switches & Switchgear vertical. The Company saw significant overlap
between the distribution channels of these verticals, which the Company can optimize by
merging them, as well as generate higher business through cross- sell, availing larger
share of the customer's wallet. The merger will also help in faster rolling out of GTM
initiatives at a leaner cost base. With the distribution realignment completed, the
Company is confident of improving topline and bottom-line and is committed to achieving
10%- 12% annualized EBITDA margin in this business by FY26. Revenue growth will be driven
by distribution expansion, product innovation, a structured influencer management program,
and investments in brand building, while Profitability will be boosted by a premiumization
strategy, increased focus on product categories with better margins, strong backward
integration, and economies of scale. As part of this initiative, the Company set up a new
facility in Daman for switches, a strategic move towards
a high-margin business segment. By having its own factory, the Company
can exercise greater control over the production process and quality, enabling the launch
of customer-centric products that cater to specific needs and preferences. Further,
keeping in a view of future growth in fan business, the Company has set up new fan
manufacturing plant in Halol, adding an annual capacity to produce 6 million fan units.
With an increased annual production capacity, the Company can achieve greater economies of
scale, leading to improved profitability.
In FY23, the Company witnessed comparatively lower, however volatile,
input prices as most commodity prices retreated from their peaks as the post-pandemic led
demand surge cooled down. Copper prices on London Metal Exchange (LME) witnessed a
downfall from about $10,250/MT in April 2022 to $7,000/MT in July 2022, rising again to
close the year at about $8,950/MT in March 2023. A similar trend was witnessed in
aluminium prices, which declined from about $3,500/MT in April 2022 to about $2,100/MT in
September 2022, rising back again to close the year at about $2,500/MT in March 2023. The
price for PVC compounds was also volatile, tracking crude oil prices, correcting 41% by
mid-year from the peak witnessed in April 2022, and regaining 11% since then by March
2023. Steel prices were range-bound but volatile during the year. The Indian rupee
continued to depreciate during the year, balancing the negative impact of the declining
commodity prices.
India's growth story is currently at a turning point, with the country
uniquely positioned among large economies. One of its major strengths lies in its large
and growing middle class, which serves as a significant consumer base, driving demand and
economic growth. Additionally, India boasts a young working-age population, providing a
demographic advantage that can contribute to sustained economic development and
productivity. Furthermore, the government's continued focus on infrastructure, through an
increase in budgetary allocation to an all-time high of ?10 trillion at 3.3% of GDP,
augurs well for the cables industry. This is a clear indication of the government's
commitment to building world-class infrastructure and creating a conducive environment for
businesses to thrive. With an allocation of ?350 billion for priority capital investments
towards net-zero transition and energy security, India is poised to harness the potential
of renewable energy sources. The replacement of fossil fuels with renewable power is
expected to generate substantial demand for wires and cables. These cables will play a
crucial role in distributing electricity over longer distances from dispersed wind and
solar farms to households and factories that consume it. This presents a significant
opportunity for the wires and cables industry to contribute to India's transition to a
sustainable energy future. Further, the residential
sector, which has been in an upcycle, has also exhibited extremely
potent signs for the wires and FMEG industry. Residential sales have hit a nine-year high
in CY2022, and new project launches have exceeded sales for the first time since 2013.
This is a clear indication of the growing demand for high-quality housing, which bodes
well for the construction and allied industries.
On the whole, the Indian economy's future growth prospects look bright,
with several positive indicators pointing towards sustained momentum. The country's strong
economic fundamentals, coupled with the government's focus on infrastructure and
pro-business policies, continue to attract investment and drive growth. As such, the
outlook for the cables, wires, and FMEG industries remains positive, and there is every
reason to be optimistic about the future.
Standalone:
On standalone basis, we have recorded a growth in turnover of 15% YoY
from ?120,979 million to ?139,116 million in FY 23. The EBITDA is ?18,111 million as
against ?12,400 million for the previous year. Standalone Profit after tax is ?12,716
million as compared to ?9,313 million of the preceding year.
2. Transfer to Reserves
The Company does not propose to transfer any amount to reserves.
3. Dividend
The Board of Directors at their meeting held on 12 May 2023, have
recommended a Dividend @ ?20/- (200%)
per equity share of the face value of ?10/- each for the financial year
31 March 2023 subject to approval of the members of the Company at the ensuing Annual
General Meeting. The total cash out flow on account of payment of Dividend would be
approximately ?2,995.30 million. The members whose names appear as Beneficial Owners as at
the end of the business hours on Wednesday, 21 June 2023 (Record date) will be eligible
for receipt of dividend.
The dividend, if approved by the members will be paid on or before 30
days from the date of Annual General Meeting.
The Dividend recommendation is in accordance with the Dividend
Distribution Policy ("Policy") of the Company. The policy is available on
Company's website and accessible through weblink.
4. Change in Share Capital
Particulars |
No. of
Equity Shares |
Face
Value
(Rs) |
Paid-up
Share Capital (Rs) |
Paid up
Capital of the Company as on 01 April 2022 |
149,443,040 |
10/- |
1,494,430,400 |
Equity
Shares allotted under ESOP during the year under review |
322,238 |
10/- |
3,222,380 |
Paid up
Capital of the Company as on 31 March 2023 |
149,765,278 |
10/- |
1,497,575,150 |
During the financial year 2022-23, there was no change in the
authorised share capital of the Company.
5. Subsidiaries, Joint Ventures & Associates:
Subsidiaries
5.1. Details of Subsidiaries
As on 31 March 2023, the Company had 9 (Nine) Subsidiaries as detailed
below:
Sr.
No. |
Name of
the Subsidiary |
Date of
creation of interest |
Nature of
interest / percentage of shareholding |
Location |
i) |
Tirupati
Reels Private Limited (TRPL') |
21
January 2015 |
Subsidiary
(55%) |
India |
(ii) |
Dowells
Cable Accessories Private Limited (Dowells') |
01 December
2015 |
Subsidiary
(60%) |
India |
(iii) |
Silvan
Innovations Labs Private Limited (Silvan') |
18 June
2021 |
WOS2 |
India |
(iv) |
Polycab
Australia Pty Limited (PAPL') |
01 July
2020 |
WOS2 |
Australia |
(v) |
Polycab
Support Force Private Limited (PSFPL') |
13 March
2021 |
WOS2 |
India |
(vi) |
Uniglobus
Electricals and Electronics Private Limited (Uniglobus') |
24 March
2021 |
WOS2 |
India |
(vii) |
Polycab
USA LLC (PULLC')1 |
27
January 2020 |
WOS2 |
USA |
(viii) |
Polycab
Electricals and Electronics Private Limited (PEEPL')1 |
19 March
2020 |
WOS2 |
India |
(ix) |
Steel Matrix
Private Limited (Steel Matrix')1 |
11 November
2021 |
Subsidiary
(75%) |
India |
None of the subsidiaries mentioned above is a material subsidiary as
per the threshold laid down under the Listing Regulations as amended from time to time.
5.2. Financial Performance of Subsidiaries
Pursuant to Section 129(3) of the Act, a statement containing salient
features of the Financial Statements of each of the subsidiaries and Joint Venture Company
in the prescribed Form AOC-1 is set out in Annexure [A] to this report. The financial
statements of the subsidiaries are available for inspection by the members at the
registered office of the Company pursuanttothe provisions of Section 136 of the Act and
also available on Company's website and accessible through weblink
The financial performance of the subsidiaries of the Company are
detailed below:
(i) Tirupati Reels Private Limited (TRPL')
TRPL was incorporated as a Private Limited Company on 21 January 2015
under the Companies Act, 2013, having its registered office in New Delhi, India. TRPL is
engaged, inter-alia, in the business of manufacturing, exporting, importing, dealing and
distributing the reels, drums, pallets, packaging material made of wood, steel or any
articles and its by-products. TRPL supplies cables packing drums to PIL. The Company holds
55% equity shares in TRPL.
During the year under review, the financial performance of TRPL is as
follows:
Sr.
No. |
Particulars |
31 March
2023 |
31 March
2022 |
a. |
Income
from operations |
1,387.10 |
1,015.49 |
|
Profit
before tax |
108.35 |
87.32 |
c. |
Profit after
tax |
83.73 |
62.27 |
(ii) Dowells Cable Accessories Pvt. Ltd (Dowells')
Dowells was incorporated as a Private Limited Company on 01 December
2015 under the Companies Act, 2013, having its registered office in Maharashtra, India.
Dowells is engaged, inter-alia, in the business of manufacturing, trading and exporting of
cable terminals, connectors, cable glands, crimping system and accessories since 1961. The
Company holds 60% equity shares in Dowells.
During the year under review, the financial performance of Dowells is
as follows:
Sr.
No. |
Particulars |
31 March
2023 |
31 March
2022 |
a. |
Income
from operations |
1190.30 |
896.41 |
~b. |
Profit
before tax |
285.76 |
174.97 |
c. |
Profit after
tax |
213.29 |
130.81 |
(iii) Silvan Innovation Labs Private Limited (Silvan')
On 18 June 2021, the Company acquired 100% shareholding of Silvan at a
consideration of ?102 million with an objective to augment the Company's Internet of
Things (loT) based home automation and office automation solutions for expanding the
potential addressable market in FMEG space in line with strategy to address evolving
consumer needs through innovative solutions. The Company holds 100% equity shares in
Silvan.
Silvan is a technology company focused on providing cutting edge
automation offerings for homes, offices, banks, retail outlets, hotel and other spaces.
Its portfolio includes loT based automation products and solutions such as lighting
management system, room automation, temperature control devices, contactless controls,
curtain control, security devices amongst others. The Company was founded in 2008 in
Karnataka, India and has business presence across many states in India.
During the year under review, the financial performance of Silvan is as
follows:
Sr.
No. |
Particulars |
31 March
2023 |
31 March
2022 |
a. |
Income
from operations |
32.62 |
22.23 |
b~ |
Profit/(Loss)
before tax |
(26.76) |
(80.81) |
c. |
Profit/(Loss)
aftertax |
(26.76) |
(80.81) |
Amalgamation of Silvan Innovation Labs Private Limited (Silvan')
The Scheme of Amalgamation between Polycab India Limited
(Polycab') and Silvan Innovation Labs Private Limited and their respective
shareholders and creditors (Scheme') under Sections 230 to 232 of the Companies Act,
2013 was approved by the Board of Directors of Polycab and Silvan respectively and
necessary application/petitions for amalgamation were filed with jurisdictional National
Company Law Tribunals (NCLTs).
The Company had filed a First Motion Petition with the National Company
Law Tribunal, Ahmedabad (Tribunal') along with relevant annexures through the online
mode on 21 October 2022.
The hearing of the petition was held on 09 January 2023, the Tribunal
on 08 February 2023 had dispensed all the meetings of Silvan (Transferor Company) and as
directed by Tribunal, Polycab India Limited (Transferee Company') had convened the
meeting of Shareholders and Creditors on 17 March 2023.
The resolutions approving Scheme of Amalgamation of Silvan Innovation
Labs Private Limited with Polycab India Limited and their respective shareholders and
creditors
under Sections 230 to 232 of the Companies Act, 2013 and other
applicable provisions of the Companies Act, 2013 had been passed with requisite majority.
The Company had also filed a Second Motion Petition with the Tribunal
along with relevant annexures through the online and physical mode on 28 March 2023 which
was admitted with the Tribunal on 25 April 2023 and the petition is fixed for hearing on
19 June 2023.
The Company expects the completion of Amalgamation in FY 2023-24.
(iv) Polycab Australia Pty. Limited (PAPL')
Polycab Australia Pty. Ltd. was incorporated as a wholly- owned
Subsidiary on 1 July 2020 having its registered office in Australia. PAPL is involved in a
business of trading of electrical cables and wires, optical fibre cables and consumer
electrical goods. The Company holds 100% equity shares in PAPL.
During the year under review, the financial performance of PAPL is as
follows
Sr.
No. |
Particulars |
31 March
2023 |
31 March
2022 |
a. |
Income
from operations |
618.93 |
749.39 |
~b7~ |
Profit
before tax |
16.30 |
28.27 |
c. |
Profit
aftertax |
11.35 |
19.47 |
(v) Polycab Support Force Private Limited (PSFPL')
Polycab Support Force Private Limited was incorporated as a
wholly-owned subsidiary on 13 March 2021 having its registered office in Gujarat, India.
PSFPL is engaged in the business of staffing solution. The objective of incorporating
PSFPL is to provide manpower support to the Company and other group companies. The Company
holds 100% equity shares in PSFPL.
During the year under review, the financial performance of PSFPL is as
follows:
Sr. |
Particulars |
31 March |
31 March |
No. |
2023 |
2022 |
a. |
Income
from operations |
24.44 |
- |
~b7~ |
Profit/(Loss)
before tax |
0.37 |
(1.70) |
c. |
Profit/(Loss)
aftertax |
0.70 |
(1.70) |
(vi) Uniglobus Electricals and Electronics Private Limited
(Uniglobus')
Uniglobus was incorporated as a wholly-owned Subsidiary on 24 March
2021 having its registered office in Gujarat, India. Uniglobus is engaged in the business
of trading and manufacturing of, among others, cables, wires, fast moving electricals and
electronics goods. The Company holds 100% equity shares in Uniglobus.
During the year under review, the financial performance of Uniglobus is
as follows:
Sr.
No. |
Particulars |
31 March
2023 |
31 March
2022 |
a. |
Income
from operations |
695.36 |
0.25 |
~b. |
Profit/(Loss)
before tax |
(44.67) |
(28.38) |
c. |
Profit/(Loss)
after tax |
(37.49) |
(23.49) |
(vii) Polycab USA LLC (PULLC')
PULLC was incorporated on 27 January 2020, as a Limited Liability
Company having its registered office in USA. PULLC was incorporated with an objective of
manufacturing and trading of wires & cables and electricals consumer products. The
Company holds 100% equity shares in PULLC.
During the year under review, the financial performance of PULLC is as
follows:
Sr.
No. |
Particulars |
31 March
2023 |
31 March
2022 |
a. |
Income
from operations |
- |
- |
b |
Profit/(Loss)
before tax |
(0.16) |
- |
c. |
Profit/(Loss)
after tax |
(0.16) |
- |
(viii)Polycab Electricals and Electronics Private Limited
(PEEPL')
PEEPLwas incorporated as a Private Limited Company on 19 March 2020
under the Companies Act, 2013, having its registered office in Maharashtra, India. PEEPL
was incorporated with an objective of manufacturing and trading of wires & cables and
electricals and electronics consumer products. PEEPL is yet to commence its business
operation. The Company holds 100% equity shares in PEEPL.
(ix) Steel Matrix Private Limited (Steel Matrix')
Steel Matrix was incorporated as a Private Limited Company on 11
November 2021 under the Companies Act, 2013, having its registered office in Gujarat,
India. Steel Matrix was incorporated with an objective of securing dependable supply of
quality packing materials, improving control over the supply chain and increase the
overall operating efficiencies. Steel Matrix will also help to strengthen the backward
integration of the Company's manufacturing process. Steel Matrix is yet to commence its
business operations. The Company holds 75% equity shares in Steel Matrix.
5.3 Financial Performance of Joint Venture
Techno Electromech Private Limited (TEPL')
TEPLwas incorporated as a private limited company on 25 January 2011 at
Vadodara under the Companies Act, 1956 having its registered office in Gujarat, India.
TEPL is involved in the business of, inter alia, manufacturing of light emitting diodes,
lighting and luminaires, and LED driver. The Company hold 50% equity shares in TEPL.
During the year under review, the financial performance of TEPL is as
follows:
Sr.
No. |
Particulars |
31 March
2023 |
31 March
2022 |
a. |
Income
from operations |
1,949.00 |
2,178.56 |
~b. |
Profit/(Loss)
before tax |
(255.53) |
(71.03) |
c. |
Profit/(Loss)
after tax |
(274.60) |
(51.73) |
5.4 Associate
The Company does not have any Associate Company.
6. Directors and Key Managerial Personnel
(KMPs'):
6.1 Appointment of Executive Director
Appointment of Mr. Gandharv Tongia as Executive Director
On the recommendation of Nomination & Remuneration Committee, the
Board at its meeting held on 19 January 2023 appointed Mr. Gandharv Tongia (DIN:09038711)
as a Whole-Time Director for a period of 5 years commencing from 19 January 2023 to 18
January 2028 (both days inclusive) and further designated him as Executive Director &
CFO of the Company, which was duly approved by the members of the Company through Postal
Ballot on 01 March 2023.
6.2 Appointment of Independent Directors
a) Appointment of Mrs. Manju Agarwal as Independent Director
On the recommendation of Nomination & Remuneration Committee, the
Board at its meeting held on 19 January 2023 appointed Mrs. Manju Agarwal (DIN:06921105)
as Non-executive, Independent Director for a period of 3 years commencing from 19 January
2023 to 18 January 2026 (both days inclusive) which was duly approved by the members of
the Company through Postal Ballot on 01 March 2023.
b) Appointment of Mr. Bhaskar Sharma as Independent Director
On the recommendation of the Nomination and Remuneration Committee, the
Board had appointed Mr. Bhaskar Sharma (DIN:02871367) as an Additional Director and
designated him as an Independent Director for a first term of 3 consecutive years
commencing from 12 May 2023 to 11 May 2026 (both days inclusive), subject to approval of
the members at the ensuing AGM.
The Company had also received a declaration from Mr. Bhaskar Sharma
confirming that he fulfils the criteria of independence as prescribed under the provisions
of the Companies Act, 2013 read with the schedules and rules issued thereunder as well as
Regulation 16 of the Listing Regulations.
In the opinion of the Board, Mr. Bhaskar Sharma is a person of
integrity and has adequate experience and expertise to serve as an Independent Director.
Further, Mr. BhaskarSharma is independent to the Management of the Company. The Board of
Directors recommend his appointment as an Independent Director. Appropriate resolution
seeking his appointment has been included in the 27th AGM Notice of the
Company.
c) Re-appointment of Independent Directors for a second term
I. Mr.T. P.Ostwal
The Nomination and Remuneration Committee (NRC') inter-alia, on
the basis of performance evaluation of Mr. T. P. Ostwal (DIN:00821268) and taking into
account the knowledge, experience and the substantial contribution made by him during his
tenure had recommended to the Board that the continued association of Mr. T. P. Ostwal as
an Independent Director would be beneficial to the Company.
Based on NRC recommendation and consent letter received from Mr. T. P.
Ostwal, the Board recommends his re-appointment as an Independent Director for a further
period of 5 consecutive years commencing from 20 September 2023 to 19 September 2028 (both
days inclusive).
The Company had also received a declaration from Mr. T. P. Ostwal
confirming that he fulfils the criteria of independence as prescribed under the provisions
of the Companies Act, 2013 read with the schedules and rules issued thereunder as well as
Regulation 16 of Listing Regulations.
Further, Mr. T. P. Ostwal is independent to the management of the
Company. The Board of Directors recommend his re-appointment as an Independent Director.
Appropriate resolution along with explanatory statement seeking his re-appointment has
been included in the 27th AGM Notice of the Company.
II. Mr. R. S. Sharma
The Nomination and Remuneration Committee (N RC') inter-alia, on
the basis of performance evaluation of Mr. R. S. Sharma (DIN:00013208) and taking into
account the knowledge, experience and the substantial contribution made by him during his
tenure had recommended to the Board that the continued association of Mr. R. S. Sharma as
an Independent Director would be beneficial to the Company.
Based on NRC recommendation and consent letter received from Mr. R. S.
Sharma wherein he expressed his willingness to be re-appointed as an Independent Director
for a further period of 2 years, the Board recommends his re-appointment for a further
period of 2 years commencing from 20 September 2023 to 19 September 2025 (both days
inclusive).
The Company had also received a declaration from Mr. R. S. Sharma
confirming that he fulfils the criteria of independence as prescribed under the provisions
of the Companies Act, 2013 read with the schedules and rules issued thereunder as well as
Regulation 16 of Listing Regulations.
Further, Mr. R. S. Sharma is independent to the management of the
Company. The Board of Directors recommend his re-appointment as an Independent Director.
Appropriate resolution along with explanatory statement seeking his re-appointment has
been included in the 27th AGM Notice of the Company.
6.3 Key Managerial Personnel (KMP)
The following are the Whole-time Key Managerial Personnel of the
Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
a) Mr. Inder T. Jaisinghani -Chairman & Managing Director;
b) Mr. Gandharv Tongia - Executive Director & CFO; and
c) Ms. Manita Carmen A. Gonsalves - Company Secretary & Head Legal.
There has been no change in the KMPs during the year under review.
6.4 Directors retiring by rotation
In accordance with the provisions of the Companies Act, 2013
(Act'), Mr. Bharat A. Jaisinghani (DIN:00742995), Executive Director of the Company
will retire by rotation in the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment. Appropriate resolution along with explanatory statement
seeking his re-appointment has been included in the 27th AGM Notice of the
Company.
6.5 Meetings of the Board of Directors
The Meetings of the Board and its Committees are held at regular
intervals to review, discuss deliberate and decide on various business policies,
strategies, governance, financial matters and other businesses. The schedule of the Board
/ Committee Meetings to be held in the forthcoming financial year is circulated to the
Directors in advance to enable them to plan their schedule for ensuring attendance and
effective participation in the meetings. During the year, 4 Board Meetings were convened
and held, the details of which are given in the Report on Corporate Governance, which
forms part of the Annual Report. The gap between two Board Meetings did not exceed 120
days as per Section 173 of the Act. The Directors had attended all the Meetings of the
Board and its Committees held during the financial year 2022-23.
The composition of the Board and otherdetails relating to the Meetings
of the Board & its Committee(s) have been provided in the Corporate Governance Report.
6.6 Declaration by Independent Directors
The Independent Directors had submitted their disclosures to the Board
that they fulfil the requirements as stipulated under Section 149(6) of the Act and
Regulation 25(8) of Listing Regulations. There had been no change in the circumstances
affecting their status as Independent Directors of the Company to qualify themselves to be
appointed as Independent Directors under the provisions of the Act and the relevant
regulations. The Independent Directors have given the declaration under Rule 6(3) of the
Companies (Appointment and Qualification of Directors) Rules, 2014 confirming compliance
with Rule 6(1) and (2) of the said Rules that their names are registered in the databank
as maintained by the Indian Institute of Corporate Affairs ("IICA").
6.7 Familiarisation Programme
In compliance with the requirements of Listing Regulations, the Company
has put in place a framework for Directors' Familiarisation Programme to familiarize the
Independent Directors with their roles, rights and responsibilities, strategy planning,
manufacturing process, subsidiaries business strategy, factory visit, CSR site visit,
Amendments in law and Company's codes & policies.
The details of the familiarisation programme conducted during the
financial year under review are explained in the Corporate Governance Report. The same is
available on Company's website and accessible through weblink.
6.8 Separate Meeting of Independent Directors
In terms of requirements of Schedule IV of the Act, the Independent
Directors of the Company met separately on 19 January 2023 inter alia to review the
performance of Non-Independent Directors (including the Chairman), the entire Board and
the quality, quantity and timeliness oftheflow of information between the Management and
the Board.
Further, as a part of good governance, a separate discussion of the
Independent Directors was held on 12 May 2023 with Statutory and Internal Auditors of the
Company on scope, performance and effectiveness of audit process without the presence of
Executive Directors and Management representatives of the Company.
6.9 Board Evaluation
Pursuant to the provisions of the Act and Listing Regulations the Board
at its meeting held on 12 May 2023 had conducted annual performance evaluation of
its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration and other
Committees. The details of performance evaluation have been mentioned in the Corporate
Governance Report.
6.10 Committees of the Board
The Company has duly constituted the following mandatory Committees in
terms of the provisions of the Act & Listing Regulations read with rules framed
thereunder viz.
a) Audit Committee:
b) Nomination and Remuneration Committee;
c) Stakeholders' Relationship Committee;
d) Corporate Social Responsibility & ESG Committee; and
e) Risk Management Committee.
The Composition of all above Committees, number of meetings held during
the year under review, brief terms of reference and other details have been provided in
the Corporate Governance Report which forms part of this Annual Report. All the
recommendations made by the Committees were accepted by the Board.
Audit Committee
The Audit committee of the Board of Directors of the Company comprises
of 5 (Five) members namely:
Sr.
No. |
Name of
the Director |
Category |
Designation |
i. |
Mr. T. P.
Ostwal |
Independent
Director |
Chairman
& Member |
ii. |
Mr. R. S.
Sharma |
Independent
Director |
Member |
iii. |
Mr. Pradeep
Poddar |
Independent
Director |
Member |
iv. |
Mr. InderT.
Jaisinghani |
Managing
Director (Non- Independent) |
Member |
V. |
Mrs. Sutapa
Banerjee1 |
Independent
Director |
Member |
iW.e.f. 12 May 2023
The Committee comprises of majority of Independent Directors.
During the year under review, all the recommendations made by the Audit
Committee were accepted by the Board.
6.11 Directors' Responsibility Statement (DRS')
In addition to the certificate received under Regulation 17(8) of the
Listing Regulations, the Director Responsibility Statement was also placed before the
Audit Committee. The Audit Committee reviewed and confirmed the said DRS.
Thereafter the DRS was placed before the Board of Directors.
Accordingly, the Board of Directors hereby state that:
a) in the preparation of the annual accounts for the financial year
ended 31 March 2023, the applicable accounting standards had been followed and there were
no material departures.
b) the Directors had selected such accounting policies and applied them
consistently and made judgments 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 31 March 2023 and
of the profit of the Company for the year ended as on that date;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of 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 had laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and are
operating effectively; and
f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
7. Auditors and their Report
7.1 Statutory Auditors
B S R&Co. LLP, Chartered Accountants, (Firm Registration No:
101248W/W-100022), were appointed as the Statutory Auditors of the Company at the 23rd
Annual General Meeting of the Company held on 26 June 2019, for a term of 5 consecutive
years commencing from the conclusion of 23rd Annual General Meeting till the
conclusion of 28th Annual General Meeting to be held for financial year
2023-2024. Further, they have confirmed their eligibility under Section 141 of the Act and
the
Rules framed thereunder. As required under Listing Regulations, the
Auditors have also confirmed that they hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of India. The Auditors' Report on
Standalone and Consolidated Financial Statements for the financial year 2022-23 issued by
B S R & Co. LLP Chartered Accountants, does not contain any qualification,
observation, disclaimer, reservation, or adverse remark. Further, the Company has obtained
a certificate on Corporate Governance from B S R & Co. LLP, Chartered Accountants,
certifying the compliances with the conditions of Corporate Governance as stipulated under
Listing Regulations.
7.2 Cost Auditors
The Board of Directors on the recommendation of the Audit Committee,
appointed R. Nanabhoy & Co., Cost Accountants (Firm Registration No: 000010), as the
Cost Auditors of the Company for the financial year 2023-24 under Section 148 of the
Companies Act, 2013. R. Nanabhoy & Co, Cost Auditors have confirmed that their
appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have
also certified that they are free from any disqualifications specified under Section
141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.
As per the provisions of the Companies Act, 2013, the remuneration
payable to the Cost Auditors are required to be placed before the members in a General
Meeting for their ratification. Accordingly, a resolution seeking members' ratification
for the remuneration payable to R. Nanabhoy & Co; Cost Auditors forms part of the AGM
Notice.
Further, during the year under review, V. J. Talati & Co. (Firm
Registration No.: R/00213), Cost Accountants, were appointed as the Cost Auditors for
conducting the Audit of the Cost Records maintained by the Company as prescribed under the
Companies (Cost Record and Audit) Rules, 2014, as amended for the financial year 2022-23.
7.3 Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dilip
Bharadiya & Associates were appointed as the Secretarial Auditors of the Company to
conduct the Secretarial Audit for the year ended 31 March 2023.
The Secretarial Audit Report (MR-3) forthe Financial Year ended 31
March 2023, is set out in Annexure [B] to this report. The Secretarial Audit Report does
not contain any qualification, reservation or adverse remarkordisclaimer.
Further, pursuant to the provisions of Section 204 of the Act, the
Board of Directors on the recommendation of the Audit Committee had appointed BNP &
Associates (Firm Registration No.: P2014MH037400), Company Secretaries, as Secretarial
Auditors of the Company for issuing the Secretarial Audit Report forthe financial year
2023-24.
8. Corporate Social Responsibility and Environment, Social and
Governance Committee (CSR&ESGC)
The Company believes that CSR activities are not mere charity or
donations, they reflect the manner in which the business is conducted by directly focusing
on the needs of the Society at large. The Company as a socially responsible entity not
limiting the usage of resources to engage in activities that increase only their profits,
but rather it evolves appropriate business processes and strategies to reflect its
Commitment to the Societal Enhancement. As expectations and requirements surrounding ESG
continue to evolve, role of the CSR & ESG Committee ("Committee") is to
advise on the adequacy of the Company's ESG Framework, ESG Management Systems, and
Governance of ESG matters, along with the Company's performance thereunder.
The CSR Obligation for the financial year 2022-23 was T213.33 million
and the Company had spent T224.79 million for carrying out the CSR projects. Further,
during the year under review, the Company had spent T38.38 million on On-going CSR
projects for FY 2020-21.
The Annual Report on CSR is set out in Annexure [C] to this report. The
CSR Policy is available on Company's website and accessible through weblink.
9. Risk Management
The Company has in place a mechanism to identify, assess, monitor, and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis.
The Company' internal control encompasses various managements systems,
structures of organization, standard and code of conduct which all put together help in
managing the risks associated with the Company. With a view to ensure the internal
controls systems are meeting the required standards, the same are reviewed at periodical
intervals. If any weaknesses are identified in the process of review the same are
addressed to strengthen the internal controls which are also in turn reviewed at frequent
intervals.
The Company, through its risk management process, aims to contain the
risks within its risk appetite. There are no risks which in the opinion of the Board
threaten the existence of the Company. However, some of the risks which may pose
challenges are set out in the Management Discussion and Analysis which forms part of this
Annual Report.
The Risk Management Policy is available on Company's website and
accessible through weblink.
10. Particulars of Loan Given, Investments made, Guarantee Given and
Securities provided under Section 186 of the Act.
Particulars of the loans given, investments made or guarantees given
covered under the provisions of Section 186 of the Act, are provided in the Note No. 35
(D) & (E) of the Standalone Financial Statements.
11. Particulars of Contracts or Arrangements with Related Parties
Your Company has formulated a policy on Related party transactions
which is available on Company's website and accessible through weblink. This policy deals
with the review and approval of related party transactions. The Board of Directors of the
Company has approved the criteria to grant omnibus approval by the Audit Committee within
the overall framework of the policy on related party transactions. All related party
transactions are placed before the Audit Committee for review and approval. Prior omnibus
approval is obtained for related party transactions which are of repetitive nature. The
related party transactions for the financial year are insignificant in Commensurate with
the turnover of the Company.
Further, all transactions with related parties during the year were on
arm's length basis and in the ordinary course of business. The details of the material
related-party transactions entered into during the year as per the policy on RPTs approved
by the Board have been reported in Form no. AOC-2 is set out in Annexure [D] to this
report.
12. Annual Return
The Annual Return of the Company as on 31 March 2023, in form MGT-7 in
accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014 is available on Company's website and accessible through
weblink.
13. Particulars of Employees
Disclosure pertaining to remuneration and other details as required
under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is set out in Annexure [E] to this report.
In accordance with the provisions of Sections 197(12) & 136(1) of
the Act read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the list pertaining to the names and other particulars of employees drawing
remuneration in excess of the limits as prescribed under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure
[F] to this report.
14. Company's Policy on Appointment and Remuneration of Directors
The Company has in place a Nomination and Remuneration Policy with
respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior
Management Personnel. The appointment of Directors on the Board is subject to the
recommendation of the Nomination and Remuneration Committee (NRC). Based on the
recommendation of the NRC, the remuneration of Executive Director is proposed in
accordance with the provisions of the Act which comprises of basic salary, perquisites,
allowances and commission for approval of the members. Further, based on the
recommendation of the Board the remuneration of Non-Executive Directors comprising of
sitting fees and commission in accordance with the provisions of Act is proposed for the
approval of the members.
Thesalientfeaturesofthe Nomination and Remuneration Policy of the
Company are outlined in the Corporate Governance Report which forms part of this Annual
Report. The Nomination and Remuneration Policy including criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided
u/s 178(3) of the Act is available on Company's website and accessible through weblink.
15. Employees Stock Option Schemes (ESOP)
The Company has following ESOP Schemes:
a) Polycab Employee Stock Option Performance Scheme 2018; and
b) Polycab Employee Stock Option Privilege Scheme 2018.
During financial year 2022-23, there had been no change in the Employee
Stock Option Schemes of the Company. The ESOP Scheme(s) is in compliance with SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 (the
SBEB Regulations').
Further, the Company has obtained a certificate from Dilip Bharadiya
& Associates, Secretarial Auditors under Regulation 13 of SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations 2021 {SBEB Regulations'} stating that the
scheme(s) has been implemented in accordance with the SBEB Regulations. The disclosure
under Regulation 14 of the SBEB Regulations is available on Company's website and
accessible through weblink.
16. Credit Ratings
During the year under review, the credit ratings of the Company for
bank facilities are as follows:
|
CRISIL |
India
Rating |
a. Total
Bank Facilities Rated |
3,500 crore |
3,500 crore |
b. Long Term
Ratings |
CRISIL
AA+/
Stable
(Reaffirmed) |
INDAA+
Stable |
c. Short
term Ratings |
CRISIL
A1+ (Reaffirmed) |
INDA1+
(Affirmed) |
d. Date of
rating |
03 August
2022 |
06 September
2022 |
17. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
As stipulated under Section 134(3)(m) of the Act read with Rule 8 of
the Companies (Accounts) Rules, 2014. The information on conservation of energy,
technology absorption and foreign exchange earnings and outgo stipulated under Section
134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out
in Annexure [G] to this report.
18. Research and Development
During the year under review, the Research & Development activities
carried out by the Company is set out in Annexure [H] to this report.
19. Details of Establishment of Vigil Mechanism for Directors and
Employees
The Company is committed to highest standards of ethical, moral,
compliance and legal conduct of its business. In order to ensure that the activities of
the Company and its employees are conducted in a fair and transparent manner by adoption
of highest standard of responsibility, professionalism, honesty and integrity, the Company
has Whistle-Blower Policy in compliance with the provisions of Section 177 (9) and (10) of
the Act and Regulation 22 of the Listing Regulations, and
encourages complaints / grievances to be registered at designated
e-mail id: speakup@polycab.com.
The Audit Committee of the Company oversees vigil mechanism process of
the Company pursuant to the provisions of the Act. The Chairman of the Audit Committee has
direct access to the designated e-mail id: speakup@polycab.com for receiving the
Complaints under Whistle-Blower Policy.
The Whistle-Blower Policy is available on the Company's website and
accessible through weblink
20. Disclosures under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013
The Company has in place a Policy on Prevention of Sexual Harassment at
Workplace in line with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Company has complied with provisions relating to the constitution of Internal Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (POSH Act). This policy applies to all employees full-time, part- time, trainees
and those on contractual employment of the Company at their workplace and to the employees
of its business associates ("associated parties") who visit workplace for
official duties.
During the year, one complaint of sexual harassment was lodged with the
Company and it was enquired by the Internal Committee and disposed as per the provisions
of POSH Act. To build awareness in this area, the Company has been conducting
induction/refresher programmes in the organisation on a continuous basis. During the year,
the Company organised online training sessions on the topics of POSH for the employees.
21. Investor Education and Protection Fund
During the year under review, there is no amount which is required to
be transferred to the Investors Education and Protection Fund as per the provisions of
Section 125(2) of the Act.
However, pursuant to Section 124(5) of the Act, the unpaid dividends
that will be due for transfer to the Investor Education and Protection Fund (IEPF) are as
follows:
Type and
year of dividend declared / paid |
Date of
declaration of dividend |
% of
dividend declared to face value |
Unclaimed
dividend amount as on 31 March 2023 (Amount in ?) |
Due for
transfer to IEPF |
Final
Dividend 2018-19 |
26 June 2019 |
30% |
143,691 |
01 August
2026 |
Interim
Dividend 2019-20 |
03 March
2020 |
70% |
698,285 |
09 April
2027 |
Dividend
2020-21 |
21 July
2021 |
100% |
314,914 |
26 August
2028 |
Dividend
2021-22 |
29 June 2022 |
140% |
404,424 |
04 August
2029 |
The details of the unclaimed/ unpaid dividend as required under the Act
read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") for all the
unclaimed/ unpaid dividend accounts outstanding (drawn up to the Twenty Sixth Annual
General Meeting held on 29 June 2022) have been uploaded on Company's website and
accessible through weblink. The members of the Company, who have not yet encashed their
dividend warrant(s) or those who have not claimed their dividend amounts, may write to the
Company's Registrar and Share Transfer Agent i.e. KFin Technologies Limited at
einward.ris@kfintech.com.
22. Corporate Governance and Business Responsibility and Sustainability
Report
A Report on Corporate Governance along with a certificate from the
Statutory Auditors of the Company confirming of corporate governance requirements as
stipulated under Regulation 27 of Listing Regulations
forms part of this Annual Report. Further, Independent assessment was
carried out by KPMG Assurance and Consulting Services LLP.
Business Responsibility and Sustainability Report for the financial
year under review, as stipulated under Regulation 34(2)(f) of Listing Regulations is
presented in a separate section forming part of the Annual Report.
23. Environmental, Social and Governance (ESG)
As a responsible corporate citizen, the Company is acutely aware of its
environmental and societal responsibilities. The Company firmly embraces the conviction
that the integration and adherence to Environmental, Social, and Governance (ESG)
principles within business operations are paramount in fostering resilience, nurturing an
inclusive culture, and generating enduring value for all stakeholders. Sustainability lies
at the core of business philosophy. The Company's
sustainability strategy comprehensively addresses key ESG factors that
exert significant influence over our business operations and stakeholders. The Company
meticulously assess opportunities and risks, formulating both short-term and long-term
strategies to ensure the sustainable growth of our organization. By embracing sustainable
development - and going beyond minimum information disclosure requirements and regulatory
compliance - we aim to deliver value to our employees, customers, suppliers, partners,
shareholders and society as a whole. The Company has developed a robust ESG framework that
will align the Company to the best global standards and serve as a guide for the
implementation of sustainable business practices.
24. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the financial year under
review, as stipulated under Regulation 34(2)(e) of Listing Regulations is presented in a
separate section forming part of the Integrated Annual Report.
25. Material Changes and Commitments, if any, post
Balance Sheet date
No material changes and commitments have occurred between end of the
financial year of the Company to which the financial statements relate and the date of
this report which may affect the financial position of the Company.
26. Adequacy of Internal Financial Controls
The policies and procedures adopted by the Company for ensuring the
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.
27. Secretarial Standards Issued by the Institute
of Company Secretaries of India (ICSI)
The Directors state that applicable Secretarial Standard were followed
during the financial year 2022-23.
28. General
During the year, there were no transaction requiring disclosure or
reporting in respect of matters relating to:
a) details relating to deposits covered under Chapter V of the Act;
b) issue of equity shares with differential rights as to Dividend,
voting or otherwise;
c) issue of shares (including sweat equity shares) to employees of the
Company under any scheme, save and except Employee Stock Options Schemes referred to in
this Report;
d) raising of funds through preferential allotment or qualified
institutions placement;
e) significant or material order passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future;
f) pendency of any proceeding against the Company under the Insolvency
and Bankruptcy Code, 2016;
g) instance of one-time settlement with any bank or financial
institution;
h) fraud reported by Statutory Auditors; and
i) change of nature of business.
29. Cautionary Statement
Statements in the Annual Report, including those which relate to
Management Discussion and Analysis describing the Company's objectives, projections,
estimates and expectations, may constitute forward looking statements' within the
meaning of applicable laws and regulations. Although the expectations are based on
reasonable assumptions, the actual results might differ.
30. Acknowledgments
The Directors would like to place on record their sincere appreciation
to its customers, vendors, dealers, suppliers, investors, business associates, bankers,
Government Authorities for their continued support during the year.
The Directors truly appreciates the contribution made by employees at
all levelsfor their hard work, solidarity, cooperation and support.
For and on
behalf of the Board of Directors of |
Polycab
India Limited |
|
Inder T.
Jaisinghani |
Place:
Mumbai |
Chairman
& Managing Director |
Date: 12
May 2023 |
DIN:00309108 |
|