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Disclosure in board of directors report explanatory

Directors Report

Your Directors have pleasure in presenting their 19th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 

1.   Financial highlights of the Company (Standalone)
   (Amount in INR Millions)

Sr. No.

Particulars

Current Year
31.03.2015

Previous Year
31.03.2014

1

Revenue (Net of Excise Duty)

43218.95

38423.18

2

Profit before Interest & Depreciation

4229.71

2978.01

Less:  i) Interest

1049.85

904.63

      ii) Depreciation

885.83

625.79

3

Profit before Tax

2294.03

1447.59

Less: Provision for Taxation

793.64

515.18

4

Profit after Tax

1500.39

932.41


 2 REVIEW OF OPERATIONS
The year under review witnessed difficult market conditions. The GDP growth in 2014–15 was at 7.3% marginally above the GDP of 2013–14 of 6.9 %. Capital spending had not accelerated and Corporates were holding on to their capex spending. The real estate sector, which impacts the sales of house wires was also sluggish and the number of unsold inventory of housing units being very high. In these trying circumstances, the Company did very well to achieve a turnover of INR 43218.95 Millions, which is 10.79 % over the previous year. The growth in turnover was achieved primarily due to expanding the dealer and distributor network in markets where the Company’s market share was low. The Company invested in creating infrastructure in various regions and this helped growth in South and East. The Company’s continued cost focus ensured that the EBIDTA was at INR 423 Millions, which is 41% more than 2013–14.The EBIDTA % increased to 9.8% from 7.7% in 2013–14. The PBT increased to INR 229 Millions in 2014–15, a growth of 1.67% over the figures achieved in 2013–14.

3 DIVIDEND
a) An interim dividend on 70602919 equity shares of Rs. 10/– each @ 10% i.e. INR. 1/– per share was  declared on 18th September, 2014 for financial year 2014–15. (Already paid)
b) Final dividend recommended on 141205838 equity shares of Rs. 10/– each @ 5% i.e. INR. 0.5/– per share.

4 CREDIT RATING
During the year under review the credit rating of the Company was upgraded from A+ to AA– as per Credit Rating report issued by Fitch India Ratings.

5 DETAILS OF SUBSIDIARIES

Sr. No

NAME AND ADDRESS OF THE COMPANY

CIN/GLN

SUBSIDIARY

1

Polycab Electrical Industries Private Limited

U31401MH2013PTC241569

Subsidiary

2

Polycab Electronics Private Limited

U32109DL2005PTC142512

Subsidiary

3

Polycab Wires Industries Private Limited

U31401MH2007PTC175153

Subsidiary

4

Datar Nouveau Energietechnik Limited

U31908MH2012PLC232089

Subsidiary

5

Jaisingh Wires Private Limited

U31300MH1995PTC094751

Subsidiary

6

Tirupati Reels Private Limited

U20232DL2015PTC275797

Subsidiary

7

Polycab Wires Italy SRL/Milano Italy

N.A.–

Foreign Subsidiary

8

Jaisingh Wires FZE/ Ras Al Khaima ,UAE

N.A.

Step Down Subsidiary


6 FIXED DEPOSITS
The Company has not accepted any deposits from public.

7 STATUTORY AUDITORS
M/s S. R. B. C & CO. LLP, were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 20th September, 2014 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors needs to be ratified by shareholders at every Annual General Meeting.
 
The Report given by the Auditors on the financial statements of the Company forms part of the Annual Report.
 
Explanation /comments by Board on qualification ,reservation or adverse remark  or disclaimer made by the auditor:

Auditors Report on other Legal Requirements(Annexure referred to in paragraph 1 under the heading “Report on other Legal and Regulatory requirements”

(ii) (c) Auditors remarks: The closing inventory of work–in–Progress is determined and recorded based on physical verification and hence we are unable to comment on the discrepancy, if any,

Directors Comments: The Company follows the methodology of conducting physical verification followed by inventory based verification. The auditors view is that in the absence of inventory in the books, the Company has not compared the physical stock with the book stock and therefore, they are unable to comment on any discrepancy. Since there was no inventory of work in progress in the books, the Auditors were unable to comment on the same.
The Company has implemented the new ERP / Oracle in which inventory of work in progress was incorporated into the books. The Company has carried out and comparing all physical inventories and inventories of books and thus this comment of Auditors would not appear henceforth. 

(iv) Auditors remarks: In our opinion and according to the information and explanations given to us there in an adequate internal control system commensurate with the size of the company and the nature of its business for purchase of fixed assets and sale of goods except for recognition of revenue at the year end in the correct accounting period The internal control system for purchase of inventory is adequate except documentation of quotation analysis for Engineering Procurement and Construction (EPC) business and vendor selection which needs strengthening . Except for the foregoing , there is no continuing failure to correct any major weakness in the internal control system of the company

Directors comments:

Recognition of revenue:
The Company implemented the new ERP –Oracle and planned cut off period from Apr, 1st to Apr, 15th for the transition from Navision to Oracle.  Since the Company was not in a position to ship the goods to the customers during the first fortnight of April, 15 in respect of Orders placed till 31st March, 2015, and the Company had to honor all these Orders as books were closed at mid night of 31st March, 2015 since invoices raised dated in March, 2015, but some of the shipments could only take–place in April, 2015. The Company to reverse sales books on March 31st, 2015. This was one of the event that not would not repeat.

Quotation analysis
The Company got into EPC Contracts during the year 2014–15. Since this was a new business the Company came up with the process relating to documentation of quotation analysis which was not in place. The Company has since rectified this and set up a process for documentation of quotation analysis.

Vendor Selection
In the year 2013–14 with a view to improving efficiency , Metal purchases and taking the benefit of falling premia for commodities, the Company got into contract with Vendors without the normal practice of vendor comparison and vendor due–diligence. This was one time transaction which continued in 2014–15 and since has been terminated. The Company now does not get into any new contract without following the due process for vendor selection.

(vii) (a) Auditors remarks: Undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

Directors Comments:
Slight delay in few cases in payment of Provident Fund and Employees State Insurance Corporation was due to inadvertent errors and this has since been rectified.

(vii) (b) Auditors remarks: According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax,, service tax, customs duty, excise duty, cess and other material statutory dues which were outstanding, at the year end, for a period or more than six months from the date they became payable, are as follows:

Name of the statute

Nature of dues

Amount (INR in Millions)

Period to which the amount relates

Due date

Date of payment

Employees state insurance Act, 1948

Employees state insurance

0.04

2014–15

Various dates in FY 14–15

May 5,2015

Bihar Value Added Tax Act 2005

Value added Tax

0.32

2014–15

Various dates in FY 14–15

October 15,2015


Directors Comments:
Delay in payment of Employees State Insurance and Bihar Value Added Tax was due to inadvertent errors and this has since been rectified.

8 COST AUDITORS
M/s. N. Ritesh & Associates Mumbai, Cost Accountants were appointed for issuing Cost Audit Report and appointment of M/s. N.N.T. & Co. Mumbai, Cost Accountants, for compilation of data for such Cost Audit Report for the Financial Year 2015–16.

9 AMALGAMATION
The subsidiaries company viz. Polycab Electronics Private Limited having registered office at National Capital Territory New Delhi has filed necessary petition with retrospective effect from 1st April, 2014 with Delhi High Court for its amalgamation with Polycab Wires Private Limited and the subsidiaries viz. Jaisingh Wires Private Limited, Polycab Wires Industries Private Limited, Polycab Electrical Industries Private Limited and Datar Nouveau Energietechnik Limited all having registered office in Maharashtra, have filed necessary petitions with retrospective effect from 1st April, 2014 with Bombay High Court for their amalgamation with Polycab Wires Private Limited, on 23rd July, 2015. Amalgamation orders in this regards are pending from respective High courts.

10SHARE CAPITAL
A INCREASE IN AUTHORISED SHARE CAPITAL FOR ISSUE OF BONUS SHARES
The authorized capital of the company was increased from Rs. 920 Million to Rs. 1500 Million for issuing bonus shares.
B INCREASE IN PAID UP SHARE CAPITAL PURSUANT TO ISSUE OF BONUS SHARES
The Company has issued bonus shares in the proportion of 1 (One) Equity share for every equity share held, by capitalizing the reserves. Consequently, the issued equity share capital now stands at Rs. 141, 20,58,380.

11 EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No MGT – 9 shall form part of the Board’s report as Annexure 1

12 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
A) Conservation of energy:
(i) the steps taken or impact on conservation of energy;
All motors installed in machine are operating with VFD ( Variable Frequency Drive)
In last one year 40 % of MH (Metal Halide) lights are replaced with LED light resulting 30 % of energy saving in lighting.
Installed VFD in Air compressors to save 15 % of power in energy consumed by Air compressors.
Pumping system are in close loop with VFD and pressure transducer, resulting energy saving of 15 % in pumping.
In Rolling mill we have installed Oxygen analyzer to optimize fuel consumption ( Out two rolling mill it is in operation in one rolling mill, 2nd under installation).
(ii)   The steps taken by the company for utilizing alternate sources of energy;
Polycab has 5 wind mills ( 3 Nos. of 1.5 MW and 2 Nos. of 1.8 MW),   35 % of total energy consumed in manufacturing unit ( Polycab– Halol) are generated by renewable sources, details for FY 14–15 are as follows.

Year

Total Unit consumed from GEB (KWH)

Total Units Generated from Wind mill (KWH)

Balance units payable to GEB (KWH)

% of Wind contribution

2014 – 15

38465182

13476241.43

24988940.57

35.03%

Proposal for installing 5 MW Roof Top Solar plant submitted to management, planning to install 2 MW in FY 2016–17.
(iii) the capital investment on energy conservation equipments
LED Lights – INR 12.553 Millions.
VFD for pump and Compressor – INR 2.382 Millions.

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) Nil
the details of technology imported; Nil
the year of import; NA
whether the technology been fully absorbed; Nil
if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and Nil

(iv) the expenditure incurred on Research and Development. Nil

C) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Earning in Foreign Exchange during the year was 2730.85 Millions

CIF value of Imports was 7949.25 Millions

Expenditure in foreign currency amounted to 96.52 Millions


13 CONSOLIDATED FINANCIAL STATEMENT
The Consolidated financial statements of the Company and its subsidiary companies which form part of the annual report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the financial statement of subsidiaries companies in the prescribed format AOC – 1 is annexed herewith as Annexure 2 to this report. The statement also provides the details of performance and financial position of the Subsidiary Companies

14 KEY MANAGERIAL PERSONNEL
Mr. Chandrashekar Ponnuswamy – President & Group CFO was appointed as Key Managerial Personnel of your Company, in accordance with the provisions of Section 203 of the Companies Act, 2013.

15 CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure 3.

16 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met 6 times during the financial year ended 31st March, 2015 in accordance with the provision of Companies Act, 2013 and rules made there under.

17 DETAILS OF ESTABLISHMENT OF WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
A Whistle Blower Policy for Directors and employees of the company is constituted, to provide a mechanism which ensures adequate safeguard to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statement and reports, etc. 

18 PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement, the company has in place The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made there under.

19 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not given any loans, directly or indirectly or made any investment covered under section 186 of Companies Act, 2013. However, company has given a corporate guarantee to the tune of INR 695.2 Million towards working capital facilities to its subsidiary company viz Jaisingh Wires Pvt Ltd .

20.      RISK MANAGEMENT POLICY
        The Company has in place a risk management Policy.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year 2014–15, your company has entered into transactions with related parties as defined under section 2 (76) of the Companies Act, 2013 read with Companies (Specification of definitions details) rules, 2014, which were in the ordinary course of business and on arms length basis and in accordance with the provisions of Companies Act, 2013 and Rules made there under.

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 transaction as required under accounting standard 18 and as per section 188 of the Companies Act 2013.

22. PARTCULARS OF EMPLOYEES RELATED DISCLOSURES
The information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014, and forming part of the Directors report for the year ended 31st March, 2015 is given in Annexure 5 of this Report

23. DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors’ Responsibility Statement referred to in clause (c) of sub–section (3) of Section 134 of the Companies Act, 2013, shall state that—
in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
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 at the end of the financial year and of the profit and loss of the company for that period;
the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
the directors had prepared the annual accounts on a going concern basis; and
the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. ACKNOWLEDGMENTS
The Directors wish to convey their appreciation to all of the Company's employees for their enormous personal efforts 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 Directors




Inder T. Jaisinghani
CMD



Place: Delhi
Date: 30 November, 2015









Annexure 1
Annexure to Directors Report
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

CIN

U31300DL1996PTC266483

Registration Date

10/01/1996

Name of the Company

POLYCAB WIRES PRIVATE LIMITED

Category/Sub–category of the Company

Company Limited by Shares – Indian Non – Government Company

Address of the Registered office & contact details

E–554 Greater Kailash –II, New Delhi, Delhi – 110048

Whether listed company

NO

Name, Address & contact details of the Registrar & Transfer Agent, if any.

Sharex Dynamic (India) Private Limited
Luthra Ind Premises,, Unit–1, Safeed Pool, Andheri Kurla Road, Andheri East, Mumbai 400 072, Mumbai, Maharashtra 400072
022– 285156444, sd_india@rediffmail.com



II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

SN

Name and Description of main products

NIC Code of the Product

% to total turnover of the company

1

Wires & cables

361

100



III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
Category–wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year[As on 31–March–2014]

No. of Shares held at the end of the year[As on 31–March–2015]

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoter s

(1) Indian

a) Individual/ HUF



60012696



60012696



85

120025392



120025392

85

b) Central Govt

c) State Govt(s)

d) Bodies Corp.

e) Banks / FI

f) Any other

Total shareholding of Promoter (A)

B. Public Shareholding

1. Institutions

a) Mutual Funds

b) Banks / FI

c) Central Govt

d) State Govt(s)

e) Venture Capital Funds

f) Insurance Companies

g) FIIs

h) Foreign Venture Capital Funds

i) Others (Multilateral Financial Institution)

  10588223

15

21176446

15

Sub–total (B)(1):–

  10588223

15

21176446

15

2. Non–Institutions

a) Bodies Corp.

i) Indian

ii) Overseas

b) Individuals

i) Individual shareholders holding nominal share capital up to Rs. 1 lakh

2000

0.00

4000

0.00

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

c) Others (specify)

Non Resident Indians

Overseas Corporate Bodies

Foreign Nationals

Clearing Shareholders

Trusts

Foreign Bodies – D R

Sub–total (B)(2):–

Total Public Shareholding (B)=(B)(1)+ (B)(2)

  1,05,88,223

15

21176446

15

C. Shares held by Custodian for GDRs & ADRs

Grand Total (A+B+C)

70602919

100

141205838

100


Shareholding of Promoter–

SN

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

1

Mr. Inder T. Jaisinghani

1,50,09,078

21.25

0

30018156

21.25

0

2

Mr. Ramesh T. Jaisinghani

1,20,00,638

17.00

0

24001276

17.00

0

3

Mr. Ajay T. Jaisinghani

1,20,01,910

17.00

0

24003820

17.00

0

4

Mr. Girdhari T. Jaisinghani

1,19,99,678

17.00

0

23999356

17.00

0

5

Mr. Bharat A. Jaisinghani

  30,00,996

4.25

0

  6001992

4.25

0

6

Mr. Nikhil R. Jaisinghani

 30,00,996

4.25

0

 6001992

4.25

0

7

Mr. Anil Hariani

 29,99,400

4.24

0

 5998800

4.24

0


Changes in Promoters’ Shareholding (please specify, if there is no change)

Sr No

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total
shares of the
company

No. of shares

% of total
shares of the
company

1

At the beginning of the year

60012696

85

120025392

85

2

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):

Bonus

Bonus

Bonus

Bonus

3

At the end of the year

60012696

85

120025392

85


Shareholding Pattern of top ten Shareholders:
    (Other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No

For Each of the Top 10
Shareholders

Shareholding at the beginning
of the year

Cumulative Shareholding during the
year

No. of shares

% of total
shares of the
company

No. of shares

% of total
shares of the
company

At the beginning of the year

  10588223

15

21176446

15

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

At the end of the year

  10588223

15

21176446

15






Shareholding of Directors and Key Managerial Personnel:

SN

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning
of the year

Cumulative Shareholding during the
year

No. of shares

% of total
shares of the
company

No. of shares

% of total
shares of the
company

At the beginning of the year

39011626

55.25

78023252

55.25

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

At the end of the year

39011626

55.25

78023252

55.25



REMUNERATION PAID TO KEY MANAGERIAL PERSONNEL

           In INR Million

Sr. No.

Name of KMP

Remuneration

1.

Mr. Inder T. Jaisinghani

10.12

2.

Mr. Ajay T. Jaisinghani

2.61

3.

Mr. Ramesh T. Jaisinghani

2.61

4.

Mr. Ramakrishnan

12.84

5.

Mr. P. Chandrashekar

0.70

6.

Mr. S. S. Narayana

0.14


IV) INDEBTEDNESS –
      (Amount in INR Millions)

Particulars

 Opening

Availed

 Repayment

Closing

Cheques in Hand

MOVEMENTS

Loans from Directors  (Unsecured)

                 228.31

                228.31

                         –  

              228.31

Loans from Relatives of Directors (Unsecured)

                  75.28

                  75.28

                         –  

                75.28

             303.59

Cash Credit from banks (Secured)

                 531.22

                  741.76

                        3.99

             206.55

Short–term loan from banks (Secured)

              2,050.00

5212.428

              4,751.20

                2,511.22

BC Loan

              1,564.32

              7,572.32

              7,115.00

                2,021.64

Amortized premium on Forward Contract

                  (0.20)

Unrealized Gain/Loss Buyers Credit

                  33.76

Unrealized Gain/Loss on WDCL

                    1.68

                 1,564

               12,785

          11,901.44

                   2,022

          4,145.54



V. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief
Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority
[RD / NCLT/ COURT]

Appeal made,
if any (give Details)

A. COMPANY

Penalty



NIL

Punishment

Compounding

B. DIRECTORS

Penalty


NIL

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty


NIL

Punishment

Compounding




For and on behalf of the Board of Directors



Inder T. Jaisinghani
CMD



Place: Delhi
Date: 30 November, 2015

Annexure 2

Form AOC–1

(Pursuant to first proviso to sub–section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Part A Subsidiaries

Sr. No.

Name of the subsidiary

Reporting currency

capital

Reserves

Total assets

Total Liabilities

Investments

Turnover

Profit/(Loss) before tax

Provision for tax

Profit/(Loss)

Proposed Dividend

% of holding

1

JWPL

INR

50,000,000

1,237,650,934

1,705,875,345

1,705,875,345

3,133,885

2,828,691,856

231,671,736

105,302,142

155,257,282

100%

2

PWIPL

INR

50,000,000

157,741,339

938,869,757

938,869,757

1,102,985,737

47,865,072

26,816,029

32,387,855

100%

3

JWFZE

USD

    54,676

   1,055,308

    2,837,670

       2,837,670

   33,353,993

        893,724

        882,545

100%

4

PEPL

INR

10,00,000

1000000

134759

97324005

96189246

NIL

NIL

NIL

13825

13825

NIL

5

PEIPL

INR

1,00,00,000

10000000

–124205938

598626515

712832453

NIL

1498292568

–147505348

37019019

–110486329

NIL

6

DNEL

INR

5,00,000

500000

162899

55689684

55026785

NIL

6443083

396528

122529

273999

NIL

7

PWISRL

Euro

60000

60000

26892

195722

108830

NIL

119048

–160951

40679

–120272

NIL

8

Tirupati Reels Private Limited

INR

5600000

NIL

6930656

1330656

NIL

NIL

NIL

NIL

NIL

NIL

99%


For and on behalf of the Board of Directors



Inder T. Jaisinghani
CMD

Place: Delhi
Date: 30 November, 2015





Annexure 3
Annexure to the Directors Report
Corporate Social Responsibility (CSR)

[Pursuant to clause (o) of sub–section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web–link to the CSR policy and projects or programs:


The Board of Directors at its meeting held on 16th June, 2014, approved the CSR policy of your company pursuant to the provisions of section 135 of Companies Act, 2015 read with the Companies (Corporate Social Responsibility policy) Rules, 2014.

2. The Composition of the CSR Committee:
Name of Member Nature of Directorship
Mr. Ramesh T Jaisinghani Chairman
Mr Ajay T Jaisinghani Member
Mr. Inder T Jaisinghani Member

Average net profit of the company for last three financial years: INR 
Year In Millions
11–12 332.37
12–13 768.86
13.–14 932.41
Avg 677.88

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): INR 13.55 Millions

Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year; INR 0.34 Millions
(b) Amount unspent, if any; INR 13.21 Millions
(c) Manner in which the amount spent during the financial year is detailed below:

Halol

Sr. No.

Particulars

Amount (INR)

2014–15

1

Supply of civil items(cement, bricks, etc.) for making gate for Baska Group Gram Panchayat

16,050

2

For brick, masonary, plaster and moulding charges at Baska Village

40,000

3

"Shree Halol Shree Samaj" to support NGO

110,000

Total

166050


Daman

Sr. No.

Particulars

Amount (INR)

2014–15

1

Daman Jilla Koli Samaj Hall for Art Competition on event of 68th Independence Day Celebration Programme. ( Total 350 Student Participants – All Daman Schools )

4,000

2

Time Printers for Art Competition on event of 68th Independence Day Celebration Programme. ( Total 350 Student Participants – All Daman Schools)

1,280

3

Hotel Shree Gajanan for Art Competition on event of 68th Independence Day Celebration Programme. ( Total 350 Student Participants – All Daman Schools)

1,050

4

A to Z Dollar Shop for Art Competition on event of 68th Independence Day Celebration Programme. ( Total 350 Student Participants – All Daman Schools)

21,745

5

For Art Competition (Participants 350 Students)

9,287

6

Expenses towards Swachh Bharat Abhiyan

1,115

7

Expenses towards Blood Donation Day

2,140

8

Banner Printing ( Blood Donation Camp)

1,480

9

Daman Industries Association for Contribution towards Swachha Bharat Abhiyan (1800 caps supplied )

39,600

 Total

81,697


Mumbai HO

Sr. No.

Particulars

Amount (INR)

2014–15

1

Snehalaya Electrification Project

96,983


6 Reasons for not spending 2% of the average net profit of the Company made during the three immediate preceding financial year:
The company intended to put in place a strong mechanism for identifying CSR projects which are relevant to the business, the company has undertaken, in locations where bulk of the company’s employees are inhabiting. Since this took some time the company could not utilize all the fund as required. However, the company has now identified various areas and is accelerating spends on CSR.

For and on behalf of the Board of Directors



Inder T. Jaisinghani CMD

Place: Delhi
Date: 30 November, 2015

Annexure 4

Annexure to Directors Report
Form No. AOC–2

(Pursuant to clause (h) of sub–section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub–section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis
NA

2. Details of contracts or arrangements or transactions at arm’s length

Name(s) of the related party and nature of relationship

Nature of contracts/arrangements/transactions

Duration of contracts/arrangements/transactions

Salient terms of the contracts or arrangements or transactions including value, if any, with justification

Jaisingh Wires Private Limited

Sale, purchase of goods and compensation for rendering services

On going

In normal course of business & in line with Market Parameters
Sale of goods–INR 247.40 millions
Purchases INR 155.91 millions
Rendering services inr 208.94 Millions

Polycab Wires Industries Pvt Ltd.,

Sale , purchase of goods and compensation for rendering services

On going

In normal course of business & in line with Market Parameters
Sale of goods–INR 29.95 millions
Purchases INR 0.24 millions
Rendering services inr 177.24 Millions

Polycab Electrical Industries Pvt Ltd

Sale, purchase of goods

On going

In normal course of business & in line with Market Parameters
Sale of goods–INR 113.58 millions
Purchases INR 416.46 millions

Polycab Electronics Pvt Ltd

Sale of goods

On going

In normal course of business & in line with Market Parameters
Sale of goods INR 20.03 Millions

Datar Nouveau Energietechnik Limited

Purchase of goods

On going


In normal course of business & in line with Market Parameters
Purchase of goods INR 5.99 millions

Jaisingh Wires FZE/UAE

Purchase of goods

On going

In normal course of business & in line with Market Parameters
Purchase of goods INR 1936.27 Millions



Note: Appropriate approvals have been taken for related party transactions.


For and on behalf of the Board of Directors


Inder T. Jaisinghani CMD

Place: Delhi
Date: 30 November, 2015


Annexure 5
Annexure to Directors Report
(Pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
(Rs. In Crores )

Sr. No.

Name of the Employee

Designation

Gross Remuneration
(Per annum)

Nature of Employment – Contractual or otherwise

Qualification & Experience

Experience

Date of Joining

Age

Last Employment

% of equity shares held in the Company

Whether such employee is a relative of any Director

1

Inder T Jaisinghani

CMD

28.25

Contractual

H.S.C

45

20/12/1997

62

21.25

NA

2

Ramesh T Jaisinghani

WTD

14.59

Contractual

B.Com

40

10/011/1996

59

17

NA

3

Ajay T Jaisinghani

WTD

14.71

Contractual

B.Com

40

27/04/2006

61

17

NA

4

R Ramakrishnan

Vice Chairman, Jt. MD, Group CEO

25.32

Contractual

B. Sc (Honours), Post Graduation degree in Business Management

12/03/2012

53

Executive Director in Bajaj Electricals Limited

NA

5

P. Chandrashekar

President & Group CFO

1.08

Employee

B.Com, MBA Finance

31

7/May/12

54

ATC Tires Pvt Ltd

No

6

Radhakrishna Adyanthaya S.

President & COO

0.76

Employee

DBM

29

2/Sept/13

62

Bajaj Electricals Ltd

No

7

Paritosh Bharadwaj

President

0.61

Employee

Diploma in Electrical Engineering

35

7/Sept/12

55

Havells India ltd

No

8

Ramesh Vishwakarma

Executive Vice President

 0.61

Employee

BE (Mech.)

35

16/Mar/15

58

Satyam Auto Components

No

9

Anand J. Rao

Vice President

0.72

Employee

BE(Mech),PGDPMIR

30

19/Aug/13

53

Infinite Possibilities

No

10

Rajesh Mhatre

Vice President

 0.82

Employee

M. Sc, DIM, PGDMM

28

16/May/11

48

Add on Solutions Consultants

No

11

Shashi Amin

Vice President

 0.68

Employee

MMM/ BE Electrical

29

1/Jul/11

49

Arc Electrics Pvt ltd

No

12

Sandeep Bhargava

Vice President

  0.73

Employee

BE

20

7/Nov/11

46

Vedanta Aluminum Ltd

No

13

Sanjeev Chhabra

Associate Vice President

0.74

Employee

PGDCE

24

30/Apr/12

44

Sterlite Industries (India) Ltd

No

14

Ramji Agiwal

Associate Vice President

 0.70

Employee

CA & CS Final

24

22/Oct/12

47

Season Textile

No

15

Tarun Kumar Singh

Associate Vice President

  0.60

Employee

MIB

16

3/Feb/14

44

Sterlite Industries (India) Ltd

No



For and on behalf of the Board of Director


Inder T. Jaisinghani
CMD


Place: Delhi
Date: 30 November, 2015

Description of state of companies affair

The year under review witnessed difficult market conditions. The GDP growth in 2014–15 was at 7.3% marginally above the GDP of 2013–14 of 6.9 %. Capital spending had not accelerated and Corporates were holding on to their capex spending. The real estate sector, which impacts the sales of house wires was also sluggish and the number of unsold inventory of housing units being very high. In these trying circumstances, the Company did very well to achieve a turnover of INR 43218.95 Millions, which is 10.79 % over the previous year. The growth in turnover was achieved primarily due to expanding the dealer and distributor network in markets where the Company’s market share was low. The Company invested in creating infrastructure in various regions and this helped growth in South and East. The Company’s continued cost focus ensured that the EBIDTA was at INR 423 Millions, which is 41% more than 2013–14. The EBIDTA % increased to 9.8% from 7.7% in 2013–14. The PBT increased to INR 229 Millions in 2014–15, a growth of 1.67% over the figures achieved in 2013–14.

Details regarding energy conservation

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: A) Conservation of energy: (i) the steps taken or impact on conservation of energy; • All motors installed in machine are operating with VFD ( Variable Frequency Drive) • In last one year 40 % of MH (Metal Halide) lights are replaced with LED light resulting 30 % of energy saving in lighting. • Installed VFD in Air compressors to save 15 % of power in energy consumed by Air compressors. • Pumping system are in close loop with VFD and pressure transducer, resulting energy saving of 15 % in pumping. • In Rolling mill we have installed Oxygen analyzer to optimize fuel consumption ( Out two rolling mill it is in operation in one rolling mill, 2nd under installation). (ii) The steps taken by the company for utilizing alternate sources of energy; • Polycab has 5 wind mills ( 3 Nos. of 1.5 MW and 2 Nos. of 1.8 MW), 35 % of total energy consumed in manufacturing unit ( Polycab– Halol) are generated by renewable sources, details for FY 14–15 are as follows. Year Total Unit consumed from GEB (KWH) Total Units Generated from Wind mill (KWH) Balance units payable to GEB (KWH) % of Wind contribution 2014 – 15 38465182 13476241.43 24988940.57 35.03% • Proposal for installing 5 MW Roof Top Solar plant submitted to management, planning to install 2 MW in FY 2016–17. (iii) the capital investment on energy conservation equipments a) LED Lights – INR 12.553 Millions. b) VFD for pump and Compressor – INR 2.382 Millions.

Details regarding technology absorption

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) Nil (a) the details of technology imported; Nil (b) the year of import; NA (c) whether the technology been fully absorbed; Nil (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and Nil (iv) the expenditure incurred on Research and Development. Nil

Details regarding foreign exchange earnings and outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. 1. Earning in Foreign Exchange during the year was 2730.85 Millions 2. CIF value of Imports was 7949.25 Millions 3. Expenditure in foreign currency amounted to 96.52 Millions

Disclosures in director’s responsibility statement

The Directors’ Responsibility Statement referred to in clause (c) of sub–section (3) of Section 134 of the Companies Act, 2013, shall state that— a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 at the end of the financial year and of the profit and loss of the company for that period; c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. the directors had prepared the annual accounts on a going concern basis; and e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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