Birla Cable Limited — AGM Information 2021

Sep 15, 2021

Birla Cable Limited (Formerly Birla Ericsson Optical Limited) Qa Regd. Office & Works: Udyog Vihar, P.O. Chorhata, Rewa - 486 006 Madhya Pradesh, India OAs Rr GIRLA Telephone: +91 7662 400580, Fax: +91 7662 400680 Email: headoffice@birlacable.com | Website: www.birlacable.com

PAN No. AABCB1380L CIN: L31300MP1992PLC007190

GSTIN - 23AABCB1380L1ZW

BSE Ltd. The Manager, Corporate Relationship Department Listing Department, Rotunda Building Exchange Plaza, C-1, Block G, P.J. Towers, Dalal Street, Bandra Kurla Complex, Fort, Bandra (E), MUMBAI-400 001 MUMBAI-400 051

BCL/CS/21-22 15 SEP 2021 1st Floor, New Trading Ring, The National Stock Exchange of India Ltd,

Company's Scrip Code: 500060 Company's Scrip Code: BIRLACABLE

Dear Sirs,

Sub: Addendum to the Notice of 29th Annual General Meeting to be held on 23'4 September, 2021

This is further to our intimation dated 27 August, 2021 whereby the Notice of the 29% Annual General Meeting (AGM) was submitted in compliance with the Regulation 30(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Subsequently, the Company received two Notice(s) under Section 160 of the Companies Act, 2013 ("the Act") from a member, The Punjab Produce & Trading Co. Pvt. Ltd. Signing candicabarels) of Dr. epanpat Ram Agarwal (DIN: 00322861) for office of miedo of the Company in n place of Shri Harsh V. Logie (DIN: 00394094), Director retiring by rotation at the forthcoming 29th AGM of the Company and being eligible, offered himself for re-appointment as per Item No. 3 of Ordinary Business of the Notice of 29t AGM.

Accordingly, the proposals for the appointment of Dr. Dhanpat Ram Agarwal and Shri Satish Pradhan shall be additional special business as Item Nos. 5 & 6, to be transacted alongwith other business items as mentioned in the Notice of AGM dated 18% June, 2021 at the 29t AGM of the Company.

Upon perusal of the said Notices and after careful evaluation of the candidature(s) of Dr. Dhanpat Ram Agarwal and Shri Satish Pradhan, the Nomination and Remuneration Committee as well as Board of Directors of the Company in their respective meeting(s) held on 9th September, 2021 have strongly recommended "against" the appointment of Dr. Dhanpat Ram Agarwal for the office of a Director of the Company and Shri Satish Pradhan for the office of a Director of the Company in place of Shri Harsh V. Lodha, Director retiring by rotation at the forthcoming AGM of the Company, as proposed by The Punjab Produce & Trading Co. Pvt. Ltd. vide its Notices dated 13th August, 2021 and 6th September, 2021, pursuant to Section 160 of the Act.

We are enclosing herewith Addendum to the Notice of the 29» AGM of the Members of the Company to be held on Thursday, the 23'4 September, 2021 at 10.00 A.M. at the Registered Office of the Company at Udyog Vihar, P.O. Chorhata, Rewa - 486 006 (M.P.). The Addendum to the Notice of 29th AGM is also available on the website of the Company at www.birlacable.com under 'Investor Relation' Section.

This is for your information and record.

Yours faithfully, For Birla Cable Limited

(Somesh Laddha) Company Secretary

Encl: As above

Registered Office: Udyog Vihar, P.O. Chorhata, Rewa-486 006 (M.P.), India Telephone No. (07662) 400580 « Fax No. (07662) 400680 Email: headoffice@birlacable.com * Website: www.birlacable.com

ADDENDUM TO THE NOTICE OF TWENTY NINTH ANNUAL GENERAL MEETING

ADDENDUM to the Notice dated 18" June, 2021 convening the Twenty Nineth Annual General Meeting (AGM) of the Members of Birla Cable Limited scheduled to be held on Thursday, 23° September, 2021 at 10:00 A.M. at the Registered Office of the Company at Udyog Vihar, P.O. Chorhata, Rewa - 486006 (M.P.)

Notice is hereby given pursuant to Section 160(2) of the Companies Act, 2013 ('the Act') read with the Rule 13 of the Companies (Appointment and Qualification of Directors) Rules, 2014, of the intention of a member signifying candidature of certain persons for the office of Director of the Company. Accordingly, the following items of business are added in the aforesaid Notice as Item Nos. 5 and 6 as a Special Business and this addendum shall be deemed to be an integral part of the original Notice dated 18" June, 2021 and the notes provided therein. Attention of the shareholders is specifically drawn to the attached explanatory statement to explain the background of these proposals and the stand of Nomination and Remuneration Committee as well as Board of Directors of the Company thereon.

1. — Toconsider the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with the governing provisions of the Articles of Association of the Company, Dr. Dhanpat Ram Agarwal (DIN: 00322861), in respect of whom the Company has received a notice dated 13"August, 2021 in writing from a member viz. The Punjab Produce & Trading Co. Pvt. Ltd. under Section 160 of the Act along with requisite deposit of Rs. 1,00,000/- (Rupees One Lakh only), proposing his candidature for the office of a Director, be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

FURTHER RESOLVED that the Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, matters and things and take all such steps as considered necessary, proper, expedient or desirable in this regard or matters incidental or connected thereto."

1. | Toconsider the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with the governing provisions of the Articles of Association of the Company, Shri Satish Pradhan (DIN: 00175969), in respect of whom the Company has received a notice dated 6" September, 2021 in writing from a member viz. The Punjab Produce & Trading Co. Pvt. Ltd. under Section 160 of the Act along with requisite deposit of Rs. 1,00,000/- (Rupees One Lakh only), proposing his candidature for the office of a Director in place of Shri Harsh V. Lodha (DIN: 00394094), Director retiring by rotation at this Annual General Meeting, be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

FURTHER RESOLVED that the Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, matters and things and take all such steps as considered necessary, proper, expedient or desirable in this regard or matters incidental or connected thereto."

P.O. Chorhata, Rewa - 486 006 (M.P.)

Registered Office: By Order of the Board of Directors Udyog Vihar, For Birla Cable Limited

Somesh Laddha September 9, 2021 Company Secretary

NOTES

• 1. | The Explanatory Statement pursuant to the provisions of Section 102 of the Act in respect of the above mentioned additional Special Business proposed to be transacted at the ensuing 29" AGM is annexed hereto.
• 1. All relevant documents referred to in this Addendum to Notice of 29"AGM shall be open for inspection by the Members at the Registered Office of the Company during normal business hours on all working days except Saturdays, upto and including the date of the AGM.
• 1. This addendum to the Notice of 29"AGM is available on the website of the Company at www.birlacable.com.
• The revised Proxy Form including the resolutions proposed hereinabove is annexed hereto.
• 1. Allthe processes, notes and instructions relating to Remote e-voting set out for and applicable to the ensuing AGM shall mutatis-mutandis apply to the Remote e-voting for the Resolutions proposed in this Addendum to the Notice of AGM. Furthermore, the Scrutinisers appointed for the ensuing AGM will act as Scrutinisers for the Resolutions proposed in this Addendum to the Notice of AGM.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

Item Nos. 5&6

The Board of Directors of the Company has, at its meeting held on 18"June, 2021, approved the Notice convening the 29" Annual General Meeting (AGM) of the Company scheduled to be held on Thursday, 23" September, 2021 at 10:00A. M. at the Registered Office of the Company at Udyog Vihar, P.O. Chorhata, Rewa - 486006 (M.P.) and the same has already been circulated to the members.

Subsequently, the Company received a Notice u/s 160 of the Companies Act, 2013 ("the Act") dated 13th August, 2021 from a member, The Punjab Produce & Trading Co. Pvt. Ltd (CIN: U74999WB1937PTC025402) ("Punjab Produce") proposing candidature of Dr. Dnanpat Ram Agarwal (DIN: 00322861) for appointment as a Director on the Board of the Company at the forthcoming 29" Annual General Meeting (AGM) of the Company. Punjab Produce has also submitted the requisite deposit of Rs. 1,00,000/- (Rupees One Lakh only) by way of cheque.

The Company received an another Notice u/s 160 of the Act dated 6" September, 2021 from the said member viz. The Punjab Produce & Trading Co. Pvt. Ltd. proposing candidature of Shri Satish Pradhan (DIN: 00175969) for appointment as a Director on the Board of the Company in place of Shri Harsh V. Lodha (DIN: 00394094), Director retiring by rotation at the forthcoming 29" Annual General Meeting (AGM) of the Company and being eligible, has offered himself for reappointment as per Item No. 3 of Ordinary Business of the Notice of 29" AGM. Punjab Produce has also submitted the requisite deposit of Rs. 1,00,000/- (Rupees One Lakh only) by way of cheque.

Upon perusal of the said Notices and after careful evaluation of the candidature of Dr. Dnanpat Ram Agarwal and Shri Satish Pradhan, the Nomination and Remuneration Committee as well as the Board of Directors of the Company in their respective meeting(s) held on 9th September, 2021 have strongly recommended against the appointment of the said two individuals as directors of the company and discussed, noted and observed the following:

• (a) The Company has received from Dr. Dhanpat Ram Agarwal and Shri Satish Pradhan, consento act as Directors, if appointed, in Form DIR -2. They have also submitted intimation in Form DIR-8 confirming that they are not disqualified from being appointed as Director. Dr. Dnanpat Ram Agarwal has not submitted either himself or through the member proposing his candidature for the office of a director, his profile, details of experience etc. Both of them have not submitted a declaration confirming that they have not been debarred or disqualified from being appointed or continuing or from holding office or restrained from acting as Director of any Company pursuant to any order of the Securities and Exchange Board of India (SEBI) / Ministry of Corporate Affairs, or any such statutory authority.
• (b) It was further observed that Punjab Produce, which has proposed candidature of Dr. Dnanpat Ram Agarwal and Shri Satish Pradhan for the office of a Director of the Company, has ongoing litigations with the companies/entities belonging to M.P. Birla Group. Therefore, the induction of Dr. Dhanpat Ram Agarwal and Shri Satish Pradhan on the Board of Directors of the Company could be detrimental to the interest of the Company and other stakeholders as there is a possibility of conflict of interest. One of the criteria for identification of the Board member is that the proposed member should be able to balance the legitimate interest and concerns of all the stakeholders of the Company in arriving at appropriate decision in the best interest of the Company and not advance the views of or take directions from a particular constituency. In view of multiple litigations initiated by Punjab Produce, the appointment of Dr. Dnanpat Ram Agarwal and Shri Satish Pradhan as the Directors may be in an apparent conflict of interest with the Company and other stakeholders.

• (c) Even though the Notices under Section 160 of the Act are issued by the Punjab Produce, it is at the dictates of Justice Mohit S. Shah (Retired) and Mr. A. C. Chakrabortti, two of the three joint APLs to the Estate of Late Priyamvada Devi Birla, the other joint APL being Mr. Mahendra Kumar Sharma being totally opposed to them, the relevant chronicles of which is summarised herein:
  • (i) The said Justice Mohit S. Shah (Retired) and Mr. A. C. Chakrabortti had in the past issued letters to all the directors of the Company alleging disregard of orders of the Hon'ble Courts and followed it up bya contempt petition filed at their instigation before the Division Bench of the Hon'ble Calcutta High Court. This contempt petition was dismissed on 22nd April, 2021 by the Hon'ble Division Bench of the Calcutta High Court. Special Leave Petition from the said judgment and order dated 22nd April, 2021 has not been entertained by the Hon'ble Supreme Court by an order passed on 12th July, 2021. Mr. Mahendra Kumar Sharma one of the joint Administrators pendent lite did not support the action of the other two jointAdministrators pendentlite.
  • (ii) The said Justice Mohit S. Shah (Retired) and Mr. A. C. Chakrabortti have been repeatedly writing letters to the Company (even though, along with the said Mr. Mahendra Kumar Sharma, they hold only 124241 equity shares in the Company) alleging that the Company has to divulge various internal/confidential information to the said persons and have to act as per their directions.
  • (iii) Therefore, the induction of any director who has behind him Justice Mohit S. Shah (Retired) and Mr. A.C. Chakrabortti is likely to result in unauthorised sharing of confidential/insider information and disruption in the Company's management. The Board felt that the process adopted by the two joint Administrators pendente lite proposing appointment of directors through a promoter shareholder is an attempt to override the sanctity and authority of the Nomination & Remuneration Committee and the Board of Directors and the integrity of the Board would be compromised if they are so appointed.

In addition to what is stated hereinabove, the existing Board of the Company consist of members with diverse background and having rich and vast experience setting out the benchmark in the good Corporate Governance. The Company under the leadership of Shri Harsh V. Lodha, Chairman of the Board of Directors, has achieved excellent financial performance vis-a-vis relative industry performance standard despite headwinds in telecom sector perse in India and established itself as a globally competitive player in the industry segment in which it operates besides having best in class technology and products conforming to global standards. Further, the existing Board of Directors of the Company led by Shri Harsh V. Lodha, Chairman has played an active role in institutionalising the standards based on their rich, varied and vast expertise and experience by introducing various policies and measures which resulted in impeccable governance standards with sharper focus on transparency in the entire spectrum of business and operations of the Company.

For the reasons stated above, the Nomination and Remuneration Committee as well as Board of Directors of the Company in their respective meeting(s) held on 9" September, 2021 have recommended "against" the appointment of Dr. Dnanpat Ram Agarwal for the office of a Director of the Company and Shri Satish Pradhan for the office of a Director of the Company in place of Shri Harsh V. Lodha, Director retiring by rotation at the forthcoming Annual General Meeting of the Company, as proposed by The Punjab Produce & Trading Co. Pvt. Ltd. vide its Notices dated 13" August, 2021 and 6" September, 2021, pursuanto Section 160 of the Act.

Pursuant to Section 160(2) of the Act read with Rule 13 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the members are being informed about the above referred candidature by way of this Addendum to the Notice of 29" AGM and has placed notice of such candidature on its website — www.birlacable.com.

The information / details of Dr. Dhanpat Ram Agarwal and Shri Satish Pradhan pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) are provided hereinafter in this Addendum to Notice of 29" Annual General Meeting.

None of the Directors, Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item Nos. 5 & 6 of the accompanying Notice.

The Nomination and Remuneration Committee and Board of Directors of the Company do not recommend the Ordinary Resolutions set out in Item Nos. 5 & 6 of the accompanying Notice for approval of the Members keeping in view the best interest of the Company and its relevant stakeholders.

Disclosures/additional information as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings ('SS-2') with respect to Directors seeking appointment, to the extent provided by them along with Notice under Section 160 of the Companies Act, 2013:

ea
eadGam 35MP BIRLA		BIRLA CABLE
Disclosures/additionalinformationCompanies Act, 2013:	underSEBIrequired(ListingasRequirements) Regulations, 2015 and Secretarial Standard on General Meetings ('SS-2') with respect toDirectors seeking appointment, to the extent provided by them along with Notice under Section 160 of the	ObligationsDisclosureand
Name of Director	Dr. Dnanpat Ram Agarwal	Shri Satish Pradhan
DIN	00322861	00175969
Date of Birth & Age	13.01.1959(62 years)	04.01.1955(66 years)
Nationality	Indian	Indian
Date of First Appointmenton the Board of Directors of theCompany	Not Applicable	Not Applicable
Qualifications	Chartered Accountant	M.A. & Chartered fellow ofChartered Institute ofPersonnel & Development,London, UK
Experience (including nature ofexpertise in specific functional areas)/brief resume	Not provided	He is an Independent Consultant. He Retiredas an Advisor, Tata Sons Limited in 2015. Priorto joining Tata Group, he was in ICI Ple inLondon. He has worked in several Public &Private Sector Companies over four decades.He has also served on the Advisory Board of
Number of Shares heldin the Company	Not provided	the Indian Institute of Technology, Roorkee.Not provided
List of Directorships	Listed Companies	Listed Companies
held in other companies	Barak Valley Cements Ltd.1.2. TCI Finance Ltd.	None
	Unlisted CompaniesKumpepar Construction Pvt. Ltd.3.Lucas Financial Services Pvt. Ltd.4.Style Investment & Properties Pvt.Ltd.5.ITAG Business Solutions Ltd.6.	Unlisted Companies1. Access Development Services.Se conservation;°i oundationey
Chairman/Member of the Committeesof the Boards of the Companiesin which he is Director	Not provided	Not provided
Relationship with other Directors,Manager and Key ManagerialPersonnel of the Company	None	None
Number of Meetings of the Boardattended during the financialyear 2020-21	Not Applicable	Not Applicable
Terms and conditions ofappointment/Re-appointment	Appointment as Non-Executive Non-IndependentDirector, liable to retire by rotation	Appointment as Non-Executive Non-IndependentDirector, liable to retire by rotation
Remuneration last drawn by suchperson, if applicable andRemuneration sought to be paid	Remuneration last drawn: Not ApplicableIf appointed, they will be eligible for payment of sitting fees and annual remuneration / compensation byway of profit related commission or otherwise payable to Non-Executive Directors of the Company, asmay be decided by the Board of Directors from time to time.

Registered Office: Udyog Vihar, P.O. Chorhata, Rewa - 486 006 (M.P.) By Order of the Board of Directors For Birla Cable Limited

Somesh Laddha Company Secretary

September 9, 2021

BIRLA CABLE LIMITED

CIN: L31300MP1992PLC007190

Udyog Vihar, P.O. Chorhata, Rewa-486 006 (M.P.), India Telephone No. (07662) 400580 « Fax No. (07662) 400680 Email: headoffice@birlacable.com * Website: www.birlacable.com

PROXY FORM

		BIRLA CABLE	LIMITED
		CIN: L31300MP1992PLC007190
		Registered Office:Udyog Vihar, P.O. Chorhata, Rewa-486 006 (M.P.), India
		Telephone No. (07662) 400580 « Fax No. (07662) 400680
		Email: headoffice@birlacable.com * Website: www.birlacable.com
		PROXY FORM
		[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3)of the Companies (Management and Administration) Rules, 2014]
	Name of the member(s)
	Registered address
E-mail Id	Folio No/DP Id/Client Id
	We, being the member(s) of		equity shares of the above named Company, hereby appoint:
1.	Name:	Address:
	E-mail Id:	Signature:	, or failing him;
2.	Name:	Address:
	E-mail Id:	Signature:	, oF failing him; and
3.	Name:	Address:
as my/our	E-mailId:to attend and vote (on a poll) for me/usproxy	Signature:and on my/our	behalf at the Twenty Ninth Annual General Meeting of the Company,
		to be held on Thursday, the September 23, 2021 at 10.00 A.M. at the Registered Office of the Company at Udyog Vihar, P.O. Chorhata,Rewa-— 486 006 (M.P,), India and at any adjournment thereof in respect of the following resolutions:
	Ordinary Business			*For	*Against
	Reports of the Board of Directors and Auditors thereon.	1. Adoption of audited Financial Statements of the Company for the year ended March 31, 2021 and the
		2. Declaration of Dividend on Equity Shares for the financial year ended March 31,2021.
	Special Business	3. Re-appointment of Shri Harsh V. Lodha (DIN:00394094) as a Director, who retires by rotation.
	ending on March 31, 2022.	4. Ratification of remuneration to be paid to Cost Auditors of the Company for the financial year
	Companies Act, 2013.	5. Appointment of Dr. Dnanpat Ram Agarwal (DIN: 00322861) as a Non-Executive Non-IndependentDirector of the Company pursuant to Notice received from a member under Section 160 of the
	under Section 160 of the Companies Act, 2013.	6. Appointment of Shri Satish Pradhan (DIN: 00175969) as a Non-Executive Non-Independent Directorof the Company in place of Shri Harsh V. Lodha, Director pursuant to Notice received from a member

Ordinary Business		*For	*Against
	1. Adoption of audited Financial Statements of the Company for the year ended March 31, 2021 and theReports of the Board of Directors and Auditors thereon.
	2. Declaration of Dividend on Equity Shares for the financial year ended March 31,2021.
	3. Re-appointment of Shri Harsh V. Lodha (DIN:00394094) as a Director, who retires by rotation.
	Special Business
	4. Ratification of remuneration to be paid to Cost Auditors of the Company for the financial yearending on March 31, 2022.
	5. Appointment of Dr. Dnanpat Ram Agarwal (DIN: 00322861) as a Non-Executive Non-IndependentDirector of the Company pursuant to Notice received from a member under Section 160 of theCompanies Act, 2013.
	6. Appointment of Shri Satish Pradhan (DIN: 00175969) as a Non-Executive Non-Independent Directorof the Company in place of Shri Harsh V. Lodha, Director pursuant to Notice received from a member
Signed this	day of2021

Signed thisday of2021
Signature of shareholder:	AffixRevenueStamp
Signature of Proxy holder(s)

NOTE(S):

• 1. This form of proxy, in order to be effective, should be duly completed and deposited at the Registered Office of the Company at Udyog Vihar, P.O. Chorhata, Rewa-486006 (M.P.), India, not less than FORTY EIGHT (48) hours before the commencement of the Meeting.
• 1. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice dated 18" June, 2021 and Addendum to the Notice dated 9" September, 2021 of the Twenty Nineth Annual General Meeting.
• *3. It is optional to put a'v" in the appropriate column against the resolutions indicated above. If you leave 'For' or 'Against' column blank against any or all resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

LUOD'S|QBOBLIQ' MMM d}ISGS/A e WOO'a|qeoeIq@Meoyopesy :|lewy O8900¥ (Z99Z0) 'ON Xe * O8GOOr (Z99Z0) 'ON eUuoYdejeL eIpUu 'Cd'W) 900 98r-eMeY 'eJeUIOYD 'O'd '"JeUIA BoApn 'BOIUO pelejsibay 061-2009 1d2661-dINOOELET :NID

GALINA A1aV9 Viaiad

0] UINJel aseesjd Pe/EAljepunN J]

YsldynOd HONOYHL