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DIRECTOR'S REPORT

Polycab India Ltd.

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Market Cap. (₹) 9411.52 Cr. P/BV 3.30 Book Value (₹) 192.03
52 Week High/Low (₹) 678/525 FV/ML 10/1 P/E(X) 18.83
Bookclosure 26/06/2019 EPS (₹) 33.62 Div Yield (%) 0.47
Year End :2019-03 

To

The Members Polycab India Limited (Formerly Polycab Wires Limited)

The Directors take pleasure in submitting the 23rd Annual Report of the business and operations of your Company (‘the Company’ or ‘Polycab’) and the audited Financial statements for the Financial year ended 31st March 2019.

1 FINANCIAL HIGHLIGHTS OF THE COMPANY

(Rs. Million)

Standalone

Consolidated

Sr. No.

Particulars

Current Year 31.03.2019

Previous Year 31.03.2018

Current Year 31.03.2019

Previous Year 31.03.2018

1

Revenue from operations

79,105.53

69,024.40*

79,559.83

69,149.52*

Other Income

935.22

671.30

933.49

644.37

Total Income

80,040.75

69,695.70

80,493.32

69,793.89

2

Profit before Interest & Depreciation

10,124.31

7,909.57

10,142.15

7,934.22

Less: i) Interest

1,157.72

921.70

1,167.06

936.80

Ii) Depreciation

1,400.71

1,319.70

1,414.45

1,329.53

3

Profit before Tax

7,565.88

5,668.17

7,560.64

5,667.89

Less: Provision for Taxation

2,551.49

2,084.30

2,557.58

2,082.28

4

Profit after Tax

5,014.39

3,583.87

5,003.06

3,585.61

Earnings Per Share (In Rs.)

Basic

35.51

25.38

35.39

25.35

Diluted

35.51

25.38

35.39

25.35

* Consequent to the introduction of Goods and Services Tax (GST) with effect from 1st july 2017, central Excise, value Added Tax (VAT) etc. Have been subsumed into GST. In accordance with Ind AS 115 on Revenue and Schedule III of the Companies Act, 2013, unlike Excise Duties, Levies Like GST,VAT, etc. Are not part of Revenue. accordingly, the figures of the period up to 30th June 2017 are not strictly relatable to those thereafter.

(Rs. Million)

Standalone

Consolidated

Particulars

Current Year 31.03.2019

Previous Year 31.03.2018

Current Year 31.03.2019

Previous Year 31.03.2018

Revenue from operations

79,105.53

69,024.40

79,559.83

69,149.52

Less: Excise Duty on sale

-

1437.51

-

1,446.47

Revenue from operations excluding Excise Duty (net revenue)

79,105.53

67,586.89

79,559.83

67,703.05

2 OPERATIONS OF THE COMPANY

During the year, your Company achieved a Standalone Turnover of Rs. 79,105.53 Millions (17%) as against Rs. 67,586.89 Million in the previous year. The operating profit before Finance costs, depreciation and tax is Rs. 10,124.31 Millions as against Rs. 7,909.57 Millions for the previous year. Standalone Profit after tax is Rs. 5,014.39 Millions as compared to Rs. 3,583.87 Millions of the preceding year.

On a Consolidated basis, the Company achieved a turnover of Rs. 79,559.83 Millions (18%) as against Rs. 67,703.05 Millions in the previous year.The Consolidated operating profit before Finance costs, depreciation and tax is Rs. 10,142.15 Millions as against Rs. 7,934.22 Millions for the previous year. The Consolidated Profit after tax is Rs. 5,003.06 Millions as compared to Rs. 3,585.61 Millions of preceding year.

3 AWARDS AND ACCOLADES

During the year under review, Polycab was honoured with:

A. Super brand Awards in delhi on 20th September 2018; and

B. ACETECH Grand Stand Awards for stall design in delhi on 16th December 2018.

4 GENERAL RESERVE

No amount has been transferred to the General Reserve for the Financial year 2018-19.

5 DIVIDEND

The Directors of your Company are pleased to recommend a dividend @ Rs. 3/- (30%) per Equity Share of the face value of Rs. 10/- each on 14,86,45,905 fully paid-up Equity Shares for the Financial year ended 31st March 2019, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting. The total cash out flow on account of the dividend payment and dividend distribution tax would be Rs. 44,59,37,715/- (Rupees Forty Four Crores Fifty Nine Lakhs Thirty Seven Thousand Seven Hundred and Fifteen only) and Rs. 9,16,63,809/- (Rupee Nine Crores Sixteen Lakhs Sixty Three Thousand Eight Hundred and Nine Only) respectively.

6 INITIAL PUBLIC OFFER (IPO)

The Company successfully made its Initial Public Offer (‘IPO’) of 2,50,22,067 Equity Shares @ Rs. 538/- (including a share premium of Rs. 528/-) per equity share ofrs. 10/- each ,(with a discount ofrs. 53/-to employees at an offer price ofrs. 485/- per share on 1,75,000 Equity Shares) which includes a fresh issue of 74,40,067 Equity Shares ofrs. 10/- each for raising funds for the Company to the tune of Rs. 4,000 Million and an offer for sale by the selling shareholders of 1,75,82,000 Equity Shares of face value of Rs. 10/- each of the Company.

Subsequent to the completion of the IPO, the paid-up Equity Share Capital of the Company has been increased from Rs. 1,412,058,380/- to Rs. 1,486,459,050/-. The Company’s Equity Shares got Listed on BSE and NSE on 16th April 2019 and are currently available for trading.

7 SHARE CAPITAL

The paid-up equity share capital as on 31st March 2019 was Rs. 1,412,058,380/- divided into 14,12,05,838 Equity Shares of face value of Rs. 10/- each.

Subsequent to IPO the paid up equity share capital of the Company has been increased to Rs. 1,486,459,050/- divided into 14,86,45,905 equity shares of face value of Rs. 10/- each.

8 EMPLOYEES’ STOCK OPTION PLANS

Your Company had instituted the ESOP plan, 2018 (“ESOP 2018”/“plan”) for issue of up to 35,30,000 options to eligible employees.The Company had granted 21,47,500 options to the eligible employees of the Company vide ESOP Performance Scheme and 1,42,250 options vide ESOP privilege Scheme.

The Details of the ESOP are as under:

Stock option Details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable

(a) ESOP Plan 2018

Pursuant to the resolution passed by our Board on 30th August, 2018 and by our Shareholders on 30th August, 2018 our Company had instituted the ESOP plan 2018, ESOP Performance Scheme, and ESOP privilege Scheme,for issue of options to eligible employees. The ESOP plan 2018, will be administered by the Nomination and Remuneration (NRC) Committee. The objectives of the ESOP plan 2018 includes attaining and exceeding performance targets, encourage retention of talent and loyalty to our Company, enable fundamental alignment to value creation, align with shareholders’ interest, and Encourage employee ownership in the Company or its Subsidiaries.

Under the ESOP plan 2018, the NRC Committee is authorised to grant not exceeding 3,530,000 options on a Consolidated basis under ESOP Performance Scheme and ESOP privilege Scheme, to the eligible employees in one or more branches, from time to time, which in aggregate are exercisable into not more than 3,530,000 Equity Shares, with each such option conferring a right upon the eligible employees to apply for one Equity Share in accordance with the terms and conditions as may be decided under this plan.

(b) ESOP Performance Scheme

Our Company / Board / NRC Committee shall grant the options to the eligible employees in accordance with the terms and conditions of the ESOP Performance Scheme notified under the ESOP plan 2018. The options granted shall vest not earlier than one year and not Later than maximum vesting period of five years from the date of grant. ALL the grants shall vest in the following manner:

- 15% of options granted shall vest on the first anniversary from the date of grant,

- 15% of options granted shall vest on the second anniversary from the date of grant,

- 20% of options granted shall vest on the third anniversary from the date of grant,

- 20% of options granted shall vest on the fourth anniversary from the date of grant, and

- 30% of options granted shall vest on the fifth anniversary from the date of grant. The exercise period in respect of the option shall commence immediately on vesting and be subject to a maximum period of eight years from the date of grant.

The exercise price per option shall be Rs. 405.

(c) ESOP Privilege Scheme

Our Company / Board / NRC Committee shall grant the options to the eligible employees in accordance with the terms and conditions of the ESOP privilege Scheme notified under the ESOP plan 2018. ALL the options granted shall vest at the end of one year from the date of grant. The exercise period in respect of the option shall commence immediately on vesting and be subjectto a maximum period offive years from the date ofgrant.The exercise price per option shall be Rs.405

The schemes are in Line with the SEBI (Share Based employee Benefits) Regulations, 2014 (‘SBEB Regulations’). The Company has received a certificate from the Auditors of the Company that the schemes are implemented in accordance with the SBEB Regulations and the resolutions passed by the members. The Details as required to be disclosed under the SBEB Regulations and certificate from the Auditors are placed on the website of the Company at www.Polycab.com

9 CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial year, there has been no change in the business of the company or in the nature of business carried by the Company during the Financial year under review.

10 MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments, if any, affecting the Financial position of the Company which have occurred between end of the Financial year of the Company to which the Financial statements relate and the date of the report except the fund raised to the tune ofrs. 4,000 Million through the Initial Public Offer (IPO) as mentioned above.

11 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES A. SUBSIDIARY COMPANIES

As on 31st March 2019, your Company has 3 (Three) subsidiary companies out of which two companies i.e.,Tirupati reels Private Limited and dowells cable Accessories Pvt. Ltd, are registered in India, and Polycab Wires italy SRL, is registered in italy.

I Tirupati Reels Private Limited

The subsidiary company, in which the Company holds 55% Equity Share Capital, is engaged in the business of inter-alia, manufacturing, exporting, importing, dealing and distributing the reels, drums, pallets, packaging material made of wood, steel or any Articles and its by-products.

During the year under review, the following are the performance of the subsidiary company:

Sr. No

Particulars

Rs. in Million

1

Revenue from Operations

590.74

2

Profit before tax

7.48

3

Profit aftertax

4.27

II Dowells Cable Accessories Pvt. Ltd

The subsidiary company, in which the Company holds 51% Equity Share Capital, is involved in the business of inter-alia, manufacturing, designing, importing, exporting, of copper and aluminum terminals, brass cable glands, crimping tools, cable sockets for electrical wires, connectors and accessories.

During the year under review, the following are the performance of the Company:

Sr. No

Particulars

Rs. Million

1

Revenue from Operations

246.75

2

Profit before tax

11.30

3

Profit aftertax

8.38

III Polycab Wires Italy SRL (Milano, Italy)

The Subsidiary Company, in which the Company holds 100% equity share capital, is involved in the business of inter alia, manufacturing, engineering, promotion, development and marketing of electrical cables, and supply of services and consultancies to companies in the sector of marketing.

During the year under review, the following are the performance of the Company

Sr. No

Particulars

Rs. Million

1

Revenue from Operations

22.95

2

Profit before tax

1.15

3

Profit aftertax

1.19

B JOINT VENTURE

Your Company has 2 (Two) Joint Venture companies (50:50) Ryker Base Pvt. Ltd and Techno electromech Pvt. Ltd.

I Ryker Base Pvt. Ltd (Ryker)

Ryker is involved in the business of inter alia, manufacturing, formulating, processing, producing, converting, distilling, refine making, buying, selling and dealing in conductors, wires, cables and rods made of ferrous and non-ferrous metals and their compounds.

During the year under review, the following are the performance of the Joint Venture company:

Sr. No

Particulars

Rs. Million

1

Revenue from Operations

0

2

Profit before tax

(82.00)

3

Profit aftertax

(62.50)

II Techno Electromech Pvt. Ltd. (Techno)

Techno is involved in the business of, inter alia, manufacturing of Light emitting diodes, Lighting and Luminaires, and LED drivers.

During the year under review, the following are the performance of the Joint Venture company:

Sr. No

Particulars

Rs. Million

1

Revenue from Operations

1,672.19

2

Profit before tax

47.65

3

Profit aftertax

34.17

In accordance with Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial statements has been placed on the website of the Company www.Polycab.com.

Further, as per the fourth proviso of the said Section, the audited annual accounts of each of the subsidiary companies have also been placed on the website of the Companywww.Polycab.com.

Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary and compliance Officer at the Company’s Corporate Office at 771, Polycab House, mogul Lane, Mahim (West), Mumbai - 400 016

Pursuant to first proviso to Sub-section (3) of Section 129 read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features offinancial statement of Subsidiaries / Joint Ventures is annexed as Annexure 1.

12 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

13 CHANGE OF NAME OF THE COMPANY

With the approval of the members of the Company, the Company was converted into a public Limited company, with effect from 29th August 2018. Thereafter, the name of our Company was changed from ‘Polycab Wires Limited’to ‘Polycab India Limited’with effectfrom 13th October 2018.

14 DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No.

Name ofdirector

Designation

Appointment Date

Resignation Date

1

Inder T. Jaisinghani

Chairman and Managing Director

20th December, 1997

-

2

Ajayt. Jaisinghani

Whole-time Director

27th April, 2006

-

3

Ramesh T. Jaisinghani

Whole-time Director

10th January, 1997

-

4

Shyam lal Bajaj

CFO and whole-time Director

15th December, 2016

-

5

R. S. Sharma

Additional Director (Independent Director)

20th September, 2018

-

6

T. P. Ostwal

Additional Director (Independent Director)

20th September, 2018

-

7

Pradeep Poddar

Additional Director (Independent Director)

20th September, 2018

-

8

Hiroo Mirchandani

Additional Director (Independent Director)

20th September, 2018

-

9

S. S. Narayana

Company Secretary

14th December, 2012

-

10

#R. Ramakrishnan

Joint Managing Director

01st April, 2012

23rd May, 2018

11

@Michel Lemaire

Director

08th March, 2010

21st August, 2018

As on 31st March 2019, the following were the whole-Time Directors and Key managerial personnels of the Company as per Section 203 of the Companies Act, 2013and the Rules made thereunder:

- Inder T. Jaisinghani - Chairman & Managing Director;

- ajayt. Jaisinghani-whole-time Director

- Ramesh T. Jaisinghani - whole-time Director

- Shyam lal Bajaj- CFO and whole-Time Director &

- S. S. Narayana - Company Secretary.

The Board of Directors at its meeting held on 20th September, 2018, had approved the appointment of T. P. Ostwal (DIN:00821268) R. S. Sharma (DIN: 00013208) Pradeep Poddar (DIN: 00025199) and Hiroo Mirchandani (DIN:06992518) as Additional Directors (Non-Executive independent) and recommends the same forthe approval by the Shareholders of the Company at the ensuing Annual General Meeting. Necessary resolutions seeking their appointment forms part of the Annual General Meeting Notice.

It may also be noted that pursuant to the provisions of Section 152 of the Companies Act, 2013, Ramesh T. Jaisinghani, (DIN:00309314) is Liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment as a Director Liable to retire by rotation at the ensuing Annual General Meeting of the Company.

The tenure of Inder T.Jaisinghani (DIN: 00309108),as Managing Director,Ajay T. Jaisinghani (DIN: 00276588) & Ramesh T. Jaisinghani (DIN: 00309314), as whole-Time Directors of the Company would Lapse on 27th August 2019,and are eligible for re-appointment. The Board of Directors on the basis of the recommendation of the Nomination and Remuneration Committee and the Audit Committee has proposed their re-appointment, subject to approval of the Members of the Company at the ensuing Annual General Meeting for further period of 5 years commencing from 28th August 2019 to 27th August 2024. Necessary resolutions seeking re-appointment and remuneration payable to the Managing & whole-Time Directors form part of the AGM Notice.

The Details of Directors being recommended for appointment/re-appointment as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the re-appointment of Directors is also included in the Notice.

# R. Ramakrishnan, had resigned from the Company as the Joint Managing Director and Director of the Company with effect from 23rd May 2018. The Board takes on record his contributions to the business of the Company, during his tenure as the Joint Managing Director of the Company.

@ michel Lemaire, had resigned from the Company as the Director of the Company with effect from 21st Aug 2018. The Board takes on record his contributions to the business of the Company, during his tenure as the Director of the Company.

15 MEETINGS OF THE BOARD OF DIRECTORS

During the year under review 11 meetings of the Board of Directors of the Company were held which are as under:

Sr. No

Date of Board Meeting

1

28th May, 2018

2

03rd July, 2018

3

08th August, 2018

4

30th August, 2018

5

20th September, 2018

6

25th September, 2018

7

09th October, 2018

8

24th October, 2018

9

20th December, 2018

10

05th February, 2019

11

25th March, 2019

The composition of the Board and other Details relating to the Board meetings have been provided in the Corporate Governance Report. The gap between two Board Meetings didn’t exceed 120 days as per Section 173 of the Companies Act, 2013.

16 COMMITTEE:

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 read with Rules framed thereunder viz..

I) Audit Committee;

II) Nomination and Remuneration Committee;

III) Stakeholders’ relationship Committee; and

IV) Corporate social responsibility Committee.

The Composition of all such 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.

17 DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

A) in the preparation of the annual accounts for the Financial year ended 31st March, 2019, the applicable accounting standards have been followed and there are no material departures.

B) the Directors have selected such accounting policies and applied them consistency 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 at 31st March 2019 and of the profit of the Companyforthe year ended as on that date;

C) the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D) 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 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.

18 DECLARATION BY INDEPENDENT DIRECTORS

ALL the Independent Directors have submitted their Disclosures to the Board that they fulfill all the requirements as stipulated under Section 149(6) of the Companies Act, 2013.

There has been no change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant Regulations.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements of Schedule IV of the Companies Act, 2013, the Independent Directors of the Company met separately on 29th March 2019 to inter alia reviewthe performance of Non-Independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the fl.ow of information between the Management and the Board.

19 COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has been following a 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 fixed in accordance with the provisions of the Companies Act, 2013 which comprises of Basic salary, Perquisites, allowances and Commission. The Remuneration of Non-Executive Directors comprises of sitting fees and commission in accordance with the provisions of Companies Act, 2013.

The criteria for appointment of Board of Directors and Remuneration policy of your Company are placed on the website of the Companywww.Polycab.com

20 BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an 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 has been mentioned in the Corporate Governance Report.

21 EXTRACT OF THE ANNUAL RETURN

The Details forming part of extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, has been annexed with this report as Annexure 2

22 AUDITORS STATUTORY AUDITORS

M/s. SRBC &Co. LLP Chartered Accountants, Mumbai, (ICAI Firm Registration No.324982E/E300003), were appointed as the Statutory Auditors of the Company at the Annual General Meeting (AGM) of the Company held on 20th September 2014 for a term of 5 consecutive years, to hold office till the conclusion of the ensuing Annual General Meeting.

M/s. SRBC &Co. LLP have been the Auditors of the Company since Financial year 2009-2010.

As per the provisions of Section 139 of the Act, no Listed Company can appoint or re-appoint an audit firm as auditors for more than two terms of five consecutive years.

Taking into consideration the above provisions of the Act, M/s. S R B C & Co. LLP can continue as the Statutory Auditors of the Company only up to the conclusion of the ensuing Annual General Meeting.

Hence, based on the recommendation of the Audit Committee, it is proposed to appoint M/s. B S R & Co. LLP, Chartered Accountants, (Firm Registration No: 101248W/W-100022), as the Statutory Auditors of the Company in place of M/s.S R B C & Co. LLP., Chartered Accountants, Mumbai,for a term of Five consecutive years commencing from the conclusion of 23rd Annual General Meeting till the conclusion of 28th Annual General Meeting to be held in F.Y. 2023-2024.

The approval of shareholders of the Company, is sought for the appointment of and remuneration to M/s. B S R & Co. LLP, Chartered Accountants, (Firm Registration No: 101248W/W-100022),as the Statutory Auditors of the Company.

23 STATUTORY AUDITORS’ REPORT

The Auditors’ Report on Standalone and Consolidated Financial Statements for the Financial year 2018-19, issued by M/s. S R B C & Co. LLP Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation or adverse remark.

24 COST AUDITORS

Your Company is maintaining the cost records as specified by the central Government under sub-section (1) of section 148 of the Companies Act, 2013 and have appointed M/s. N. Ritesh & Associates, Cost Accountants, as Cost Auditors, to issue Cost Audit Report for the Financial year 2019-20 at a professional fee of Rs. 3,00,000/- (Rupees Three Lakhs Only) plus applicable taxes and out of pocket expenses at actual.

Necessary resolution has been recommended to be passed by the shareholders in the ensuing Annual General Meeting to ratify the remuneration of the Cost Auditors for the F.Y. 2019-20

25 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014, M/s. Dilip Bharadiya & Associates were appointed as the secretarial Auditors of the Company to issue the secretarial Audit for the year ended 31st March 2019.

Secretarial Audit Report

The secretarial Audit Report for the Financial Year ended 31st March 2019 is annexed to this report. (Annexure - 3)

The secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

26 PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GURANTEE GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT

The Details of Loans given, guarantee given and investment made under Section 186 of the Act read with Companies (Meeting of the Board and its Power) Rules, 2014 are as follows:

A) Loan Given

I. Dowells cable Accessories Pvt. Ltd - Rs. 4.60 Million (repaid Loan Rs. 10.76 Million) (Repayment includes loan taken in earlier year)

Ii. Techno electromech pvt. Ltd - nil (repaid loanrs. 24.89 Million)

Iii. Tirupati reels Private Limited - Rs. 40.00 Million (repaid Loan Rs. 40.00 Million)

B) Details of Investments:

Sr. No

Name of the Company

Amount (Rs. Million)

1.

Dowells cable Accessories Pvt. Ltd . (51% Subsidiary)

39.27

C) Guarantee given by the Company during the year

Guarantee

Business Entities

Amount (Rs. Million)

Shortfall Undertaking

Ryker Base Pvt. Ltd

USD 4.5

27 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Alltransactions entered by the Company with related Parties during the Financial year 2018-19 as defined under Section 2 (76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 were in the ordinary course of business and at arm’s Length pricing basis. There were no materially significant transactions with related parties during the Financial year 2018-19, which were in conflict with the interest of the Company. Suitable Disclosures as required under IND AS - 24 have been made in the Notes to the Financial statements.

The form AOC - 2 pursuant to section 134(3)(h) of the companies Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure - 4 to this report depicting the Details of related party transactions as required under Ind AS 24 and as per section 188 of the Companies Act, 2013. The policy on related party transaction can be accessed on the website of the Companywww.Polycab.com.

28 DEPOSITS

During the year under review, the Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. The Company has no unclaimed / unpaid matured deposit or interest due thereon.

29 CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes that Corporate social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at Large in alignment with the interest of its stakeholders. As per the requirements of Section 135 of the Companies Act, 2013 pertaining to Corporate social Responsibility (“CSR”) your Company has duly constituted a Corporate social Responsibility Committee (“CSR Committee”).

The CSR policy of the Company framed under the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate social Responsibility policy) Rules, 2014 is available on the Company’s website www.Polycab.com.The Company was required to spend Rs. 92.01 million on CSR activities. The Company has so far spent Rs. 34.94 million and has initiated necessary steps to identify further suitable projects to spend the balance amount in the near future. The Company is sincerely committed in its Corporate social Responsibility to ensure the required participation in the Nation’s building.

CSR activities for the Financial year ended 31st March 2019 along with the composition of CSR Committee is marked as Annexure - 5 and forms part ofthis Report.

30 RISK MANAGEMENT

The Company has a risk management frame work for identification, assessment and mitigation of risks. This frame work essentially creates transparency, and minimizes the risk and adverse impact on the business objectives and enhances

The Company’s competitive edge. This frame work consists of various risk models Helping in identifying risk, risk trends, exposure and potential, influence analysis separately for various business segments and at various levels of the Company. Business planning and forecasting encompasses inter alia the risk management of the Company.

Based on the operations of the Company new risks, if any, are identified, appropriate steps are taken to mitigate them.

By aligning operating controls with the mission and vision of the Company, this risk management frame work fully supports Company management to meet its objectives.

Polycab India Limited, being a Large player, its business no doubt are exposed to various risks. Polycab realizes the importance of identifying and taking steps to manage the risk faced by the Company.

Our 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. In order to ensure the internal controls systems are meeting the required standards, it is 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 revised at frequent intervals.

31 AUDIT COMMITTEE

As of 31st March, 2019 the Audit committee of the Board of Directors of the Company comprises of 4 (Four) members namely:

A. T.P. ostwal-Audit committee Chairman (Independent Director);

B. R.S. Sharma- Member(lndependent Director);

C. Pradeep Poddar- Member (Independent Director); and

D. Shyam lal Bajaj- Member (Non- Independent, CFO & whole-Time Director).

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

32 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The company’s internal Financial controls with reference to Financial statements is a process designed to provide reasonable assurance regarding the reliability of Financial reporting and the preparation of Financial statements for external purposes in accordance with Generally accepted accounting principles. It includes policies and procedures that:

1) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use,or disposition of the company’s assets that could have a material effect on the Financial statements.

2) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

3) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial statements in accordance with Generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company.

33 DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company is committed to highest standards of ethical, moraland 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 professionalism, honesty, integrity and ethical behaviour, the Company has adopted a comprehensive vigil Mechanism / whistle blower policy in compliance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The vigil Mechanism / whistle blower policy is available on the website of the Companywww.Polycab.com.

34 SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Directors state that applicable secretarial Standard have been followed during the Financial year 2018-19.

35 DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The Details of remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) forms part of this Report are annexed herewith as Annexure-6.

Pursuant to the provisions of the first proviso to Section 136(1) of the Companies Act 2013, the Disclosure under Section 197(12) of the Companies Act, 2013 read with rule 5(2) will be sent to the members of the Company on request.

Further, 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 at the Corporate Office of the Company.

36 DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place Anti sexual Harassment policy in Line with the requirements of The sexual Harassment of Women at the workplace (Prevention, Prohibition & redressal) Act, 2013. ALL employees (permanent, contractual temporary, trainees) are covered under this policy. The Company has provided a safe and dignified work environment for employee which is free of discrimination. The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of any such complaints of harassment. Internal complaints Committee (ICC) has been set up to redress the complaints, received, if any.

Pursuant to the requirements of Section 22 of sexual Harassment of Women at workplace (Prevention, Prohibition and redressal) Act, 2013 read with the Rules thereunder, it is hereby declared that the Company has not received any complaint of sexual harassment during the year under review.

The Company has complied with the provisions relating to the constitution of internal complaints Committee under the sexual Harassment of Women at workplace (Prevention, Prohibition and redressal) Act, 2013.

37 CREDIT RATINGS

During the year under review, the credit ratings of the Company has been upgraded for Bank facilities as follows:

A. Rating & Research (Fitch Group) : from AA- to AA;

B. CRISIL Limited: AA.

38 CORPORATE GOVERNANCE

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 SEBI (LODR) Regulations forms part of this Annual Report.

39 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AS STIPULATED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014

The Details of conservation of energy, technology absorption, foreign exchange earnings and outgo comprise:

A) Conservation of energy:

A) Steps taken or impact on conservation of energy;

Energy Preservation Measure (EPM) for environmental sustainability is prime importance for our Company. Technology up gradation, modernization, and the introduction of control instrumentation are practiced realizing the full potential of energy conservation in our organization. Our company emphasis on the establishment of a system of collection, analysis, and reporting of parameters vital for energy conservation for Long term sustainability. Our main energy management strategies are conservation and efficiency.

Within our organization, The Company does a continual improvement for optimum utilization of resources to ensure minimize consumption of energy, water, natural resources & C02 emission while maximizing production volumes in eco-friendly manner.

During the year, approximately the company has undertaken various projects to reduce energy consumption. Some of the projects undertaken & sustained every year are:

- Installation of variable Frequency Drive (VFD) in Motor.

- replacing of existing metal halide (MH) Lights and installation of LED Light in new projects resulting 20% of energy saving in Lighting.

- VFD hydro pumping panel in pumps to save 20% of power in energy.

- plants & street Lights are equipped with timer which results in 20% power saving.

- VRF system is set to auto controlled air conditioning to save energy.

- During the year, approximately we had undertaken various projects to reduce water consumption. The project undertaken & sustained every year is:

- Installation of STP & ETP plant.

In addition to energy & water saving we are concerned to reduce pollution by effective waste disposal plan. Some of the projects undertaken & sustained every year are:

- E Waste disposal system.

- Hazardous waste disposal system.

B) Additional investment

Following are Additional proposals, which are initiated for implementation during FY 18-19 - Additional solar power generation of 200 KW.

- Waste water recycling capacity increase.

- Improving recovery of drinking water RO plant.

C) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods

Within the company there are continuous efforts towards improving operational efficiencies, minimizing consumption of energy and water.

As a result, within couple of years the Company had reduced energy per ton drastically. With implementation of 87% leds by replacing MHL,the Company had reduced 20% saving in Light, wind energy contributes to about 22% out of total (Polycab-halol) energy consumption.

D) The steps taken by the Company for utilising alternate energy sources;

(i) Polycab has 05 wind mills (03 Nos. Of 1.5 MW and 02 Nos. Of 1.8 MW) 20 % of total energy consumed in manufacturing unit (Polycab - halol) are compensated by renewable sources.

(iii) The capital investment in energy conservation equipment

A) LED Lights 10.2 million

B) STP andetp plant 4.3million

C) VRF system for Air conditioner 10.6 million

D) solar system : Rs.7.1million

B TECHNOLOGY ABSORPTION:

I. The efforts made towards technology absorption: nil

II. The benefits derived Like product improvement, cost reduction, product development or import substitution: nil

III. In case of imported technology (imported during the Last three years reckoned from the beginning of the Financial year)

A. The Details of technology imported: nil

B. The year of import : nil

C. Whether the technology been fully absorbed: nil

D. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: nil

C FOREIGN EXCHANGE EARNINGS & OUTGO:

The following are the Details as enumerated below:

D RESEARCH AND DEVELOPMENT

During the year under review the Research & Development activities carried out by the Company is given in Annexure 7

40 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and analysis Report for the Financial, year under review, as stipulated under Regulation 34 of SEBI (LODR) Regulations is presented in a separate section forming part of the Annual. Report

41 FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

42 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.

43 ACKNOWLEDGMENTS

The Directors wish to convey their appreciation to all employees for their enormous efforts at the individual level as well as their collective contribution to the Company’s performance. The Directors would also Like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Polycab India Limited

Inder T. Jaisinghani

Chairman & Managing Director

DIN:00309108

Place: Mumbai

Date: 14th May 2019

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