To the Members,
Your Board of Directors have pleasure in presenting the 55th
Annual Report and Audited Financial Statements of the Company for the Financial Year ended
31st March, 2023.
FINANCIAL RESULTS
The summarized financial results for the year are as under:
(Rs. in Crores)
Particulars |
Standalone
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
INCOME |
|
|
|
|
Revenue From Operations (Net) |
4481.1 |
3768.1 |
4481.1 |
3768.1 |
Other Income |
198.1 |
151.8 |
117.7 |
71.5 |
Total |
4679.2 |
3919.9 |
4598.8 |
3839.6 |
EXPENDITURE |
|
|
|
|
Material Costs |
3544.5 |
2966.3 |
3544.5 |
2966.3 |
Employee Benefit Expenses |
162.7 |
146.1 |
162.7 |
146.1 |
Finance Costs |
1.2 |
1.5 |
1.2 |
1.5 |
Depreciation, Amortization and impairment |
46.4 |
38.8 |
46.4 |
38.8 |
Other Expenses |
278.4 |
240.6 |
264.6 |
227.3 |
Total |
4033.2 |
3393.3 |
4019.4 |
3380.0 |
Profit Before Tax |
646.0 |
526.6 |
579.4 |
459.6 |
Share of Net Profits of an Associate and Joint
Ventures accounted for using equity Method |
|
|
69.9 |
327.0 |
Profit Before Tax |
646.0 |
526.6 |
649.3 |
786.6 |
Tax Expenses: |
|
|
|
|
Current Tax |
145.0 |
127.9 |
145.0 |
127.9 |
Deferred Tax |
(0.7) |
(5.9) |
0.1 |
59.6 |
Total Tax |
144.3 |
122.0 |
145.1 |
187.5 |
Profit After Tax |
501.7 |
404.6 |
504.2 |
599.1 |
Total Other Comprehensive Income/(Expenses)
For the year |
35.9 |
(7.4) |
35.8 |
(7.4) |
Total Comprehensive Income for the year |
537.6 |
397.2 |
540 |
591.7 |
ECONOMIC REVIEW Global Economy
The global economy is witnessing signs of resilience in 2023
after the sharp economic slowdown in 2022. The slowdown is expected to
be less pronounced in 2023 than previously
anticipated. However, higher inflation, tighter monetary conditions,
and the Russia- Ukraine war continue to impact the global economy. Further, the banking
crisis in March 2023 and a debt-ceiling crisis in the United States have raised concerns
over fragile global economic conditions and an impending recession. However, key factors
such as the rebounding of China's economy, the gradual unwinding of supply chains, and the
recent decline in energy and food prices indicate the
improvement in economic activity and sentiment in 2023. Moreover,
inflation is projected to decline from 8.7% in 2022
to 7.0% in 2023 and 4.9% in 2024.
As per International Monetary Fund (IMF), global GDP growth
is projected to decline from 3.4% in 2022 to 2.8% in 2023 and rise to
3.0% in 2024. Growth across Advanced Economies (AEs) is expected to decline from 2.7% in
2022 to 1.3% in 2023 before rising to 1.4% in 2024. Emerging and Developing Economies
(EMDEs) fared better and grew at 4.0% in 2022 and are expected to grow at 3.9% in 2023 and
4.2% in 2024. Asia- Pacific will be the most dynamic of the world's major regions in 2023,
with China and India leading the growth.
Source: IMF World Economic Outlook, April 2023 Indian Economy
India continues to be among the fastest growing economies
in the world. India's recovery from the pandemic has been remarkable.
The Indian economy continues to show strong resilience to external shocks and persistent
inflation. The accelerated pace of economic reforms has led to strong and sustainable
growth and strengthened the position of the Indian economy in the world. India's GDP
growth is estimated at 7% in FY 2022-23 as against 9.1% in FY 2021-22. Despite the weak
external demand, the merchandise exports registered healthy growth. Further, increasing
disposable income will stimulate consumption and boost the demand for goods and services
across industries.
As per the International Monetary Fund (IMF), the Indian economy is
expected to advance steadily at 5.9% in FY 2023-24 before rising to 6.3% in FY 2024-25.
The economic growth is primarily driven by robust domestic consumption, improvement in
capacity utilization, and private investments on the back of the government's
growth-enhancing policies such as production-linked incentives (PLI) scheme, 'Make in
India' and 'Atmanirbhar Bharat', increased allocation for infrastructure and logistics
development and affordable housing among others. Further, the government is focused on the
core and emerging sectors to enhance the ease of doing business to make India a global
manufacturing hub. With multiple growth levers in place, the Indian economy is poised to
reach US$ 5 trillion mark by FY 2026-27.
Source: IMF World Economic Outlook, April 2023; National
Statistical Office
Performance of the Company
Your Company registered total revenue of Rs. 4,481.1 crore in FY
2022-23 as against Rs. 3,768.1 crore in the previous year,
registering a 19 % YoY growth in value terms. While part of the growth
resulted from commodity price increases, volume growth came in due to higher activity
levels in Real Estate, Automobile and Communication sectors.
The segment-wise revenue growth was:
Electrical Cables by 15.4%
Communication Cables by 52.5%
Other products segment registered a growth of 10.8%
For more details, please refer to the Management Discussion and
Analysis (MDA), forming part of this Report in "Annexure A", inter-alia,
which deals adequately with the operations as well as the current and future outlook of
the Company.
Exports
Exports stood at Rs. 39.9 crores as against Rs. 27.6 in the previous
year, with geographies in focus being the Middle
East and Eastern Africa. With increasing focus and better market
coverage, it is expected that exports will play a bigger role in the revenue pool over the
years to come.
Finance (Credit Rating)
The short-term debt programs of your Company continue
to be rated by CRISIL. Since the last several years, these have been
accorded the highest ratings that CRISIL issues (A1+). CRISIL has also rated your
Company's long term debt offerings at AA+/stable. During the year, no debt papers were
issued. As on the date of this report, your Company continues to remain debt free.
Financial costs have been contained to the minimum required levels. The
Company continues to meet all its financial commitments in a timely manner.
Dividend
Based on the Company's performance, the Directors are pleased to
recommend a Dividend of Rs. 7.00 Per equity
share i.e., 350 % of the face value of Rs. 2 each, for approval of the
members at the ensuing Annual General Meeting. The total dividend outgo would involve a
cash outflow of Rs. 107.1 Crores.
In compliance with Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regualtions,2015
("SEBI Listing Regulations,2015") the Company has formulated
Dividend Distribution Policy and the same is available on the Company's website at
https://finolex.com/wD-content/ uploads/2017/04/Dividend-Distribution-Policy.pdf
Transfer to Reserves
The Company has not transferred any amount to the reserves during the
current financial year.
Fixed Deposits
During the year, your Company has not invited, accepted or
renewed any fixed deposits from the public and accordingly, there is no
principal or interest outstanding in respect thereof.
Change in Nature of Business
There has been no change in the nature of business of the
Company during the year under review.
Expansion
As reported in the previous year, your Company had
committed a capex of Rs.500 crore over 18 months for enhancing
manufacturing capabilities at Urse and Goa.
During the year, Electrical Wire capacity was enhanced at both Urse and
Goa. Factory buildings for the E-Beam facility and additional OFC lines are nearing
completion and will be populated with equipment soon thereafter - it is expected
that both these facilities would be operational by March 2024.
Joint Ventures, Subsidiaries and Associates:
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules 2014,
the statement containing salient features of the financial statements
of the Company's Joint Ventures / Associates (in form AOC-1) is attached to this Report as
"Annexure G".
The Company does not have any subsidiaries.
Corning Finolex Optical Fiber Private Limited
Winding up formalities in respect of this JV are in progress and are
awaiting final regulatory clearances. These are expected by end of Q2 for the Financial
Year 2023-24.
Finolex J-Power Systems Limited
During the year, the JV made significant strides towards
achieving profitability - the JV bagged several orders during the year
and has an order backlog of approximately Rs. 260 Cr going into the financial year
2023-24. Based on current trends, it is expected that the JV will be able to breakeven as
well as become profitable going forward; during the year your Company infused Rs. 10.8
Crores as equity in the JV and the Company's total participation in the JV remains at Rs.
231.3 Crores at the end of FY 2022-23.
Particulars of Employees
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are provided in
the "Annexure F" to this Report.
In terms of provisions of Section 197(12) of Companies
Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of employees drawing remuneration in excess of the limits set out in the
said rules are provided in the "Annexure F1" to this Report.
Key Managerial Personnel
The following persons continued as Key Managerial Personnel during the
Financial Year 2022-23.
Name |
Title |
Mr. Deepak Chhabria |
Executive Chairman |
Mr. Mahesh Viswanathan |
Chief Financial Officer |
*Mr. R. G. D'Silva |
Company Secretary &
President (Legal) |
**Mr. Siddhesh Mandke |
Company Secretary &
General Manger (Legal) |
*Mr. R.G. D'Silva, Company Secretary of the Company retired from
service on 03rd April, 2023.
**Mr. Siddhesh Mandke is appointed as Company Secretary with effect
from 4th April, 2023.
Human Resources
The Company engaged approximately 1546 and 1589 permanent employees as
at 31st March, 2023 and 2022, respectively. The number of flexible
(contractual, trainee and temporary) employees as at 31st March, 2023 was 1608,
compared to 1588 as of 31st March 2022.
Corporate Governance
The Company has always and responsibly followed the corporate
governance guidelines and best practices sincerely. As a responsibility and service to all
its shareholders, the Company promptly discloses timely and accurate information regarding
its operations and performance, as well as the leadership and governance of the Company.
Your Company is in full compliance with the Corporate Governance guidelines as set out in
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations") and is committed to good corporate governance. Accordingly, all
Directors and Senior Management employees confirm in writing their adherence to the
Company's Code of Conduct.
A separate report on Corporate Governance ("Annexure B") is
provided together with a Certificate from the Secretarial
Auditors of the Company regarding compliance with conditions of
Corporate Governance as "Annexure C", as mandated under SEBI LODR
Regulations, 2015. There are no qualifications, reservations or adverse remarks or
disclaimers made by the auditor in their report.
Corporate Social Responsibility (CSR)
Your Company strives to provide best products and services not only to
its customers, employees and shareholders, but also to the society as a whole. Your
Company commits itself to utmost care and help for sections of the society in need of such
a hand and this is visible through the CSR initiatives undertaken by the Company. Your
Company undertakes such CSR related activities which promote women empowerment, better
health management, sanitation, education and poverty alleviation.
Annual Report on CSR, forming part of this Report, inter-aiia, provides
the details of all CSR activities during the year under review and other related
information is given as an "Annexure I" to this Report.
The Company's Policy on CSR as approved by the Board is also available
on the website of the Company at https://finolex.
com/wD-content/uDioads/2023/03/CSR-Poiicv.Ddf.
Management Discussion and Analysis Report (MDAR)
Management Discussion and Analysis Report for the financial year under
review, as stipulated under regulation 34 (2) (e) of SEBI Listing Regulations, 2015 is
presented in a separate section forming part of this Annual Report.
Business Responsibility and Sustainability Report:
Business Responsibility and Sustainability Report for the financial
year under review, as stipulated under regulation 34 (2) (f) of SEBI Listing Regulations,
2015 is presented in a separate section forming part of this Annual Report as Annexure
J.
Environmental, Social and Governance (ESG):
Recognizing its role as a responsible corporate citizen, the Company is
keenly aware of its environmental and societal obligations. For more information on our
ESG initiatives, please refer to the Business Responsibility and Sustainability Report
(BRSR) Annexure J and the Corporate Governance Report Annexure B.
Directors:
The Board of Directors of the Company comprises of 6 (Six) Directors
out of which 3 (Three) Directors are appointed as Independent Directors, 2 (Two) Directors
are appointed as
Whole Time Directors out of which 1 is Executive Chairman and 1 (One)
Director is appointed as a Non Independent Non-Executive Director.
The Shareholders have, at the 54th Annual General
Meeting held on 28th September, 2022, approved the appointment of Mr. Sriraman
Raghuraman (DIN 00228061), Mr Zubin Billimoria (DIN 07144644) and Mrs Vanessa Singh (DIN
09342022) as Independent Directors of the Company for a period of 5 (Five) years with
effect from 30th September, 2021.
At the same meeting, the Shareholders have also confirmed the
appointment of Mr Nikhil Naik (DIN 00202779) as Non Independent Non-Executive Director,
liable to retire by rotation with effect from
30th September, 2021.
Mr. Ratnakar Barve (DIN 09341821) was appointed as an Additional
Director of the Company in the category of Executive Director with effect from 30th
September, 2021. The Shareholders at the 54th Annual General Meeting held on 28th
September, 2022 have approved his appointment as an Executive Director of the Company with
effect from 30th September, 2021.
Mr. Shishir Desai (DIN 01453410) and Mr. Aakash Gupta (DIN
00533766) were appointed as Additional Director in the category of Non-Executive Directors
with effect from 01st October, 2022. However, they resigned due to other
commitments and ceased to be the Directors with effect from 30th December,
2022.
The Board places on record its sincere appreciation towards the
contribution made by them during their tenure as directors of the Company.
Mr. Nikhil Manohar Naik (DIN 00202779) is liable to retire by rotation
at the ensuing Annual General Meeting and being eligible offers himself for
re-appointment. A resolution proposing his reappointment, for the consideration and due
approval of the Members at the ensuing AGM is included in the notice convening the AGM.
Mr. Deepak Chhabria (DIN 01403799) Executive Chairman completed his
current term of office on 30th June 2023. Pursuant to the recommendation of the
Nomination and Remuneration Committee, the Board at its meeting of 29th June
2023, approved his re-appointment for a further period of five years effective 1 st
July 2023. The terms and conditions of his re-appointment are being put up to the Members
for their approval at the ensuing AGM. Accordingly, suitable resolution which appears in
the Notice of the ensuing AGM has been proposed for the consideration and due approval of
Members.
Compliance under the Companies Act, 2013
Pursuant to Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules of 2014, your Company has complied with the requirements. The
details of such
compliances are enumerated below:
Web link to the Annual Return: Pursuant to Section
92 (3) of the Act and Rule 12 (1) of the Companies
(Management and Administration) Rules, 2014, the annual return is
available on the website of the Company at httDs://finolex.com/wD-content/uDloads/2023/02/
Annual-Return-2021-22.pdf
Number of meetings of the Board: The Board met on 9
(Nine) occasions during the year. The details of the meetings are furnished in the
Report on Corporate Governance which is attached as "Annexure B" to this
Report.
Directors' Responsibility Statement: Pursuant to Sections
134(3)(c) and134(5) of the Companies Act, 2013, (the "Act"), the Directors, to
the best of their
knowledge and belief and according to the information and explanations
provided to them, confirm that:
- In the preparation of the annual accounts, the applicable accounting
standards have been followed and no material departures have been made from the same.
- the Directors have 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 at the end of the
financial year and of the profit and loss of the Company for that period.
- the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
- the Directors have prepared the annual accounts on a going concern
basis.
- the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively and;
- the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Declaration By Independent Directors:
The Company has received necessary declarations from each Independent
Director under Section 149(7) of the
Act, that he/she meets the criteria of Independence laid down under
Section 149(6) of the Act and Regulation 25 of the SEBI Listing Regulations, 2015.
Nomination and Remuneration Policy:
The Board of Directors have framed the policy which lays down a
framework in relation to Appointment and Remuneration of Directors, Key Managerial
Personnel of the Company including the criteria for determining
qualifications, selection and appointment. Further details are provided
in the Corporate Governance Report which is attached as "Annexure B" to
this Report.
The Nomination and Remuneration Policy is available on the website of
the Company at https://finolex. com/wD-content/uDloads/2023/08/Nomination-and-
Remuneration-Policv.pdf.
Board Evaluation:
Pursuant to the relevant provisions of Companies Act, 2013, the
Independent Directors at their
meeting dated 15th March 2023 without the participation of
the non-independent directors and Management, considered and evaluated the Board's
performance, performance of the Chairman and other non-independent directors. The
evaluation was performed taking into consideration the various aspects of the Board's
functioning, composition of the Board and its Committees, culture, execution and
performance of specific duties, obligations and governance. The Board of Directors
expressed its satisfaction with the evaluation process.
Particulars of loans, guarantees or investments under Section
186 of the Companies Act, 2013:
During the year, the Company has given corporate guarantee to the
extent of Rs. 106.8 Cr to Axis Bank,
in respect of loans availed by Finolex J-Power Systems Limited - please
refer Note no. 32 A III (b) of Standalone Financial Statements which form part of the
Notes to the financial statements provided in the Annual Report.
As mentioned elsewhere, an amount of Rs. 10.8 Crores
was infused as equity investment in the Finolex J-Power Systems
Limited.
Particulars of Contracts or arrangements with related parties:
All transactions entered into by the Company with related parties were
in the ordinary course of business and on an arm's length basis. Each of these
transactions was reviewed by the Audit Committee prior to being entered into and where
necessary, was approved by the Board of Directors and the Members. In respect of
transactions of a repetitive nature, an omnibus approval was obtained from the Audit
Committee. The Company
has not entered into material transactions during the Financial Year
2022-23. At every quarterly meeting, the Audit Committee reviews the transactions that
were entered into during the immediately preceding quarter. Details of related party
transactions have been disclosed under Note 35A to the financial statements. Details of
the same are also reproduced in Form AOC-2 which is attached as an "Annexure
H" to this Report.
The Company's Policy on transactions with related parties as approved
by the Board is also available on the website of the Company at httosV/finolex.
com/wD-content/uploads/2023/03/Related-Darty-
transactions-policv.pdf.
Material changes and commitments affecting the financial
position of the Company which have occurred between 31st March, 2023 and date
of this report:
There are no material changes and commitments 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.
Significant and material orders passed by the regulators or
Court or Tribunals impacting the going concern status of the Company:
There are no significant and material orders passed by the Regulators
or Courts or Tribunals that would impact the going concern status of the Company or the
Company's operations in the future.
Adequacy of Internal Financial Controls with reference to the
Financial Statements:
Having regard to Rule 8 (5) (viii) of the Companies (Accounts) Rules,
2014, the details in respect of
adequacy of internal financial controls with reference to the financial
statements of the Company are as follows:
Your Company maintains appropriate systems of internal control
including monitoring procedures. These internal
control systems ensure reliable and accurate financial reporting,
safeguarding of assets, keeping constant check on cost structure and adhering to
management policies. The internal controls are commensurate with the size, scale and
complexity of the Company's operations and facilitate timely detection of any
irregularities and early remedial steps against factors such as loss from unauthorized use
and disposition. The Company policies, guidelines and procedures provide for adequate
checks and balances which are meant to ensure that all transactions are authorized,
recorded and reported correctly. The internal controls
are continuously assessed and improved / modified to meet the changes
in business conditions, statutory and
accounting requirements
Constant monitoring of the effectiveness of controls is ensured by
periodical audits performed by an in-house internal audit team as well as assignments
entrusted to M/s. Ernst & Young. Both these teams in their respective assignments,
test and review controls, challenge business processes for their robustness and benchmark
practices in line with industry norms.
The Audit Committee regularly meets and reviews
the results of the various internal control audits both with the
Auditors as well as with the respective Auditees. The Audit Committee is apprised of the
findings as well as the corrective actions that are taken. Periodical meetings between the
Audit Committee and the Company Management also ensure the necessary checks and balances
that may need to be built into the control system.
Risk Management Policy:
Your Company has set up a Risk Management Committee of the Board of
Directors which comprises Mr. Zubin Bilimoria-Chairman, Mr. Deepak Chhabria, Mrs. Vanessa
Singh, Mr. Ratnakar Brave and Mr. Mahesh Viswanathan being other members of the Committee.
More details of the risks faced by the Company are available in the Management Discussion
and Analysis (MDA), attached as "Annexure A" to this Report. The Risk
Management policy is available at the Company's website at httDs://fino[ex.com/wD-content/uD[oads/2023/03/
Risk-Manaoement-Po^icv.Ddf
Vigil Mechanism / Whistle Blower Policy:
As required under Section 177 (9) of the Companies Act, 2013 read with
Rule 7 of the Companies (Meetings
of Boards and its Powers) 2014 and Regulation 22 of the SEBI Listing
Regulations 2015, the Company has
adopted a policy on vigil mechanism / whistle blower. The policy
provides direct access to the Chairman of the Audit Committee, in case any employee should
choose to report or bring up a complaint. Your Company
affirms that no one has been denied access to the Chairman of the Audit
Committee. There were no complaints received during the year. Brief details about the
policy are provided in the Corporate Governance Report which is attached as an "Annexure
B" to this Report. The Whistle Blower policy is available at the Company's
website at https://finolex.com/wp-content/ uploads/2023/08/Whistle-Blower-Policv.Ddf
Prevention of Sexual Harassment Policy:
The Company has in place a policy on prevention of sexual harassment in
line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. An Internal
Complaints Committee has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy.
Sr. No |
Particulars |
Status |
1 |
No of Complaints received in
the year |
0 |
2 |
No of Complaints disposed-off
in the year |
NA |
3 |
Cases pending for more than
90 days |
NA |
4 |
No. of workshops / awareness
programs conducted |
2 |
5 |
Nature of action by employer or
district officer, if any |
NA |
Statutory Audit-
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm
Registration No.1 17366W /W100018) were appointed as Statutory Auditor
of the Company at the 54th Annual General Meeting (AGM) of the Members held on
28th September, 2022 pursuant to Sections 139 to 144 of the Companies Act, 2013
and Rules 3 to 6 of the Companies (Audit And Auditors) Rules, 2014, for a term of 5 (Five)
years to hold office from the conclusion of the 54th (Fifty- Fourth) AGM, till
the conclusion of the 59th (Fifty- Ninth) Annual General Meeting to be held in
the financial year 2027-28.
Further as required under the provisions of Section 139
and Section 141 of the Companies Act, 2013 read with the Companies
(Accounts) Rules 2014, the said Auditors have confirmed their consent as well as
eligibility to continue to
act as Auditor of the Company.
Statutory Auditors' Report
There are no qualifications, reservations or adverse remarks made by
M/s. Deloitte Haskins & Sells LLP (Firm Registration No.1 17366W/W100018), Statutory
Auditors, in their report for the Financial Year ended on 31st March, 2023. The
Notes on Financial Statement referred to in the Auditors' Report are self-explanatory.
Pursuant to the provisions of Section 143 (12) of the Act, the Statutory Auditors have not
reported any incident of fraud to the Audit Committee during the year under review.
Cost Audit
As per the requirement of the Central Government and pursuant to
Section 148 of the Companies Act, 2013 read
with Companies (Cost Records and Audit) Rules of 2014 as amended from
time to time, your Company has been carrying out an audit of cost records every year. At
the previous
Annual General Meeting, the members had approved the appointment of
M/s. Joshi Apte & Associates as Cost Auditors, for the Financial Year 2022-23, at a
remuneration of Rs. 6 lakh plus GST, as applicable and reimbursement of out of pocket
expenses.
Secretarial Audit
In accordance with the provisions of Section 204 of the
Companies Act, 2013 and the Rules made there under, M/s Jog Limaye
& Associates, a firm of Company Secretaries in practice, was appointed by the Board to
conduct the Secretarial Audit of the Company for the Financial Year 2022-23.
Their Report dated 24th May 2023 is attached as an "Annexure
D" to this report. The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.
Secretarial Standards
The Institute of Company Secretaries of India had revised the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial
Standards on General Meetings (SS-2) with effect from 1st October, 2017. Your
Company is in compliance with the said secretarial standards.
Listing of Securities
Your Company's equity shares are listed on the two premier stock
exchanges of the country namely BSE Limited and
National Stock Exchange of India Limited. Your Company had issued
Global Depository Receipts which are listed on the Luxembourg Stock Exchange. Your Company
has not issued any Non-Convertible Debentures ("NCDs") in
Financial Year 2022-23 and no NCDs were outstanding as on 31st
March 2023.
General
1. 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) Pendency of any proceeding against the Company under the Insolvency
and Bankruptcy Code, 2016
2. A statement regarding opinion of the Board with regard to integrity,
expertise and experience (including the proficiency) of the Independent Directors
appointed during the year - The Board of Directors is of the opinion that the Independent
Non-Executive Directors are of integrity and possess the requisite expertise and
experience (including the proficiency).
3. No Company has become ceased or ceased to be a subsidiary or
associate or joint venture company of the Company during the year.
4. Cash flow statement for the Financial Year March 2023 is attached to
the Balance sheet.
5. The Company has duly constituted the following mandatory committees
in terms of the provisions of the Act & SEBI Listing Regulations, 2015 read with rules
framed thereunder viz.
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholder's Relationship Committee
iv. Corporate Social Responsibility
v. Risk Management Committee
The Composition of all above Committees, number of meeting held during
the year review, brief terms of reference and other details have been provided in the
Corporate Governance Report which forms part of this Annual Report.
All recommendations made by the Committees were
accepted by the Board.
Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo and Research and Development
Information on conservation of energy, technology absorption, foreign
exchange earnings & outgo and the Research and Development activities carried out by
the Company as required to be given pursuant to Section 134(3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this Report
as an "Annexure E".
Investor Education and Protection Fund (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all
unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF,
established by the Government of
India, after the completion of seven years. Further, according to the
IEPF Rules, the shares on which dividend which are not subject to any legal requirements
has not been paid or claimed by the shareholders for seven consecutive years or more shall
also be transferred to the demat account of the IEPF Authority. The Company has
transferred 17,606 shares on which dividends were unclaimed for seven consecutive years as
per the requirements of the IEPF Rules. Mr. Mahesh Viswanathan is appointed as a nodal
officer of the company and his details are provided on https://finolex.com/.
The members who have a claim on above dividends and shares may claim
the same from IEPF Authority by submitting an online application in Form No. I EPF-5
available on the website www.iepf.aov.in and sending a physical copy of the same,
duly signed to the Company, along with requisite documents enumerated in the Form No.
IEPF-5. No claims shall lie against the Company in respect of the dividend / shares so
transferred.
However, pursuant to Section 124 (5) of the Act, the unpaid dividend
that will be due for transfer to the IEPF are as follows:
Type and year of dividend declared/paid |
Date of declaration of
dividend |
% of dividend to face value |
Unclaimed dividend amount as
on 31st March, 2023 |
Due for transfer to IEPF |
Dividend 2015-16 |
8th September,
2016 |
125% |
38,06,578.00 |
15th October, 2023 |
Dividend 2016-17 |
28th September,
2017 |
150% |
36,13,755.00 |
3rd November, 2024 |
Dividend 2017-18 |
25th September,
2018 |
200% |
47,54,500.00 |
31st October, 2025 |
Dividend 2018-19 |
18th September,
2019 |
225% |
51,39,329.00 |
24th October, 2026 |
Dividend 2019-20 |
29th September,
2020 |
275% |
41,20,362.50 |
4th November, 2027 |
Dividend 2020-21 |
29th September,
2021 |
275% |
45,30,417.50 |
4th November, 2028 |
Dividend 2021-22 |
28th September,
2022 |
300% |
38,47,056.00 |
3rd November, 2029 |
Disclosure of Agreements in terms of Regulation 30 A (2) of SEBI
Listing Regulations, 2015
The details of agreements entered in to by the promoters of the listed
entity whose purpose and effect is to impact the management or control of the listed
entity that subsist as on the date as date of notification i.e. 13th July 2023
of clause 5A to para A of part A of schedule III of SEBI Listing Regulations, 2015
including their salient features are given in an "Annexure K"
The link to the webpage where the complete details of such agreements
are available: https://finolex.com/wp-content/
uploads/2023/08/Listino-Qblioations-and-Disclosure- Reouirements-2023.pdf
Cautionary Statement
Statements in this Boards' Report and Annexure may contain forward
looking statements within the meaning of applicable Securities laws and regulations.
Actual results could differ
materially from those expressed or implied. Various factors including
commodity prices, cyclical demand, changes in Government regulations, tax laws, general
economic development could all have a bearing on the Company's operations and would impact
eventual results.
Details of Application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016)
Your Company neither made any application nor any proceeding is pending
under the Insolvency and Bankruptcy
Code, 2016 during the year.
The details of difference between amount of the valuation done at the
time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof
Your Company has not obtained any one-time settlement of loan from the
Banks or Financial Institutions.
Acknowledgements
The Company's Directors are grateful to the Central and State
Governments, Statutory Authorities, Local Bodies, Banks and Financial institutions for
their continued support and cooperation. Your Directors warmly acknowledge the trust and
confidence reposed in your Company by its channel partners, dealers, customers and
construction organizations in supporting its business activities and growth. Your
Directors express their gratitude to the other business associates for their unstinting
support. Your Directors value the commitment and contribution of the employees towards the
Company. Last but not the least; your Directors are thankful to the Members for extending
their constant trust and for the confidence shown in the Company.
For and on behalf of the Board of Directors Finolex Cables Limited
Place: Pune |
Deepak Chhabria |
Date: 12th August, 2023 |
Executive Chairman |