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Polycab India Limited Interim / Quarterly Report 2021

Jun 7, 2021

61384_rns_2021-06-07_e604fbf0-3f1d-446f-8ff4-bff0fab4a1ee.pdf

Interim / Quarterly Report

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POLYCAB INDIA LIMITED

Polycab House, 771 Mogul Lane, Mahim (W), Mumbai – 400016 CIN: L31300GJ1996PLC114183 Tel : +91 22 2432 7070-74 Fax : +91 22 2432 7075 Email: [email protected] Website: www.polycab.com

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Date: 07[th] June 2021

To Department of Corporate Services, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

To Listing Department, National Stock Exchange of India Limited C-1, G-Block, Bandra-Kurla Complex Bandra (E), Mumbai – 400 051

Scrip Code: 542652 Scrip Symbol: Polycab ISIN:- INE455K01017

Dear Sir / Madam

Sub: Disclosure of Related Party Transactions for the half year ended 31[st] March 2021

Pursuant to Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the disclosure of related party transactions on a Standalone and Consolidated basis for the half year ended 31[st] March 2021.

Kindly take the same on your record.

Thanking you

Yours Faithfully For Polycab India Limited

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________ Manita Carmen A Gonsalves Company Secretary and Compliance Officer Membership No.: A18321

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Registered Office:

Unit No.4, Plot No.105, Halol Vadodara Road, Village Nurpura, Taluka Halol, Panchmahal, Gujarat-389350 Tel : 2676- 227600 / 227700

Polycab India Limited

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Details of Related Party Transactions on Standalone Basis for the half year ended 31st March 2021

Related party disclosure

The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the period-end are unsecured and settlement occurs in cash or credit as per the terms of the arrangement.

(A) Enterprises where control exists

Country of Country of Ownershipinterest(%)

incorporation
31 Mar 21
(i)
Subsidiaries
Tirupati ReelsPrivateLimited (TRPL)
India
55%
Dowells CableAccessoriesPrivateLimited (DCAPL)
India
51%
PolycabElectricals &ElectronicsPrivateLimited (PEEPL)(a)
India
100%
Polycab USA LLC (PUL) (a)
USA
100%
Polycab Australia Pty Ltd(b)
Australia
Polycab Support Force Private Limited (PSFPL)(d)
India
cab Australia Pty Ltd(b)
Australia
100%
100%
UniglobusElectricals andElectronicsPrivateLimited (UEEPL)(e)
India
100%
Ryker Base Private Limited (Ryker) (Refer note 2A)(c)
India
100%
(ii)
Joint Ventures
Techno Electromech Private Limited(TEPL)
India
50%
(a) incorporated in FY 2019-20

(b) incorporated on 01 July 2020

(c) Joint venture till 05 May 2020 and became wholly owned subsidiary from 06 May 2020

(d) incorporated on 13 March 2021

(e) incorporated on 24 March 2021

(B) Enterprises owned or significantly influenced by key managerial personnel

**(C) ** AK Enterprises (A K)
Polycab Social Welfare Foundation
T.P. Ostwal & Associates LLP
Key management personnel
(i)
Executive directors
AK Enterprises (A K)
Polycab Social Welfare Foundation
T.P. Ostwal & Associates LLP
Key management personnel
(i)
Executive directors
Mr. Inder T. Jaisinghani
Chairman and managingDirector
Mr. Ramesh T. Jaisinghani(c)
Whole-time director

Mr. Ajay T. Jaisinghani(c)
Whole-time director

Mr.Shyam Lal Bajaj(a) (c)
Whole time director
(ii) Non- Executive directors
Mr. R S Sharma
Independent director
Mr. T P Ostwal
Independent director
Mr. PradeepPoddar
Independent director
Ms. Hiroo Mirchandani
Independent director
(iii) Key managementpersonnel
Mr.Gandharv Tongia
Chief financial officer(w.e.f. 31 May2020)
Mr.SubramaniamSai Narayana(b)
Companysecretaryand compliance officer
(iv) Ms. Manita Gonsalves
Company secretary and compliance officer (w.e.f. 24 Jan
Relatives of Key managementpersonnel
Mr. Bharat A. Jaisinghani(d)
Son of Mr. AjayT. Jaisinghani

Mr. Girdhari T. Jaisinghani
Brother of Mr. Inder T. Jaisinghani, Mr. Ajay T.
Jaisinghani & Mr. Ramesh T. Jaisinghani
Mr. Kunal I. Jaisinghani
Son of Mr. Inder T. Jaisinghani
Mr. Nikhil R. Jaisinghani(d)
Son of Mr. Ramesh T. Jaisinghani

Mr. Puneet Sehgal
Son in law of Ramesh T. Jaisinghani

(a) Mr. Shyam Lal Bajaj resigned from CFO position w.e.f. closing business hours 30 May 2020 and continues as a whole time director.

(b) Mr. Subramaniam Sai Narayana resigned from Company secretary and compliance officer position w.e.f. 23 Jan 2021.

(c) Resigned from Whole-time director position w.e.f. closing business hours 12 May 2021.

(d) Appointed as Whole-time director w.e.f. 13 May 2021.

Polycab India Limited

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Details of Related Party Transactions on Standalone Basis for the half year ended 31st March 2021 Related party disclosure

(D) Transactions with group companies

ails of Related Party Transactions on Standalone Basis for the half year ended 31st March 2021
Related party disclosure
Transactions with group companies
ails of Related Party Transactions on Standalone Basis for the half year ended 31st March 2021
Related party disclosure
Transactions with group companies
(₹ million)
Six months period
ended
31 Mar 21
(i)
Sale ofgoods(including GST)
Tirupati Reels Private Limited
Subsidiary
0.04
Dowells Cable Accessories Private Limited
Subsidiary
4.28
Ryker Base Private Limited
Subsidiary
2,207.52
Techno Electromech Private Limited
Subsidiary
30.38
Polycab Australia PTY Ltd
Subsidiary
511.54
(ii)
Purchase ofgoods(including GST)
Tirupati Reels Private Limited
Subsidiary
412.02
Dowells Cable Accessories Private Limited
Subsidiary
4.43
Ryker Base Private Limited
Subsidiary
370.06
Techno Electromech Private Limited
Joint Venture
431.28
(iii)
Sub-contracting expense(including GST)
Ryker Base Private Limited
Subsidiary
310.34
Techno Electromech Private Limited
Joint Venture
11.62
(iv)
Job work Income(including GST)
Ryker Base Private Limited
Subsidiary
4.90
(v)
Recovery for Employee Stock Optionsgranted
Ryker Base Private Limited
Subsidiary
1.48
(vi)
Reimbursement of Gas Expense
Ryker Base Private Limited
Subsidiary
4.94
(vii)
Commission received(including GST)
Tirupati Reels Private Limited
Subsidiary
1.54
(viii)
Rent received(including GST)
Dowells Cable Accessories Private Limited
Subsidiary
4.12
Ryker Base Private Limited
Subsidiary
0.31
(ix)
Interest received
Dowells Cable Accessories Private Limited
Subsidiary
0.01
Ryker Base Private Limited
Subsidiary
12.57
Polycab Australia PTY Ltd
Subsidiary
0.25
Techno Electromech Private Limited
Joint Venture
6.89
(x)
Testing chargespaid(including GST)
Techno Electromech Private Limited
Joint Venture
-0.10
(xi)
Other charges recovered(including GST)
Dowells Cable Accessories Private Limited
Subsidiary
2.11
(xii)
Sale of Fixed Assets(including GST)
Ryker Base Private Limited
Subsidiary
0.44
(xiii)
Investment made
Polycab Electricals & Electronics Private Limited(PEEPL)
Subsidiary
1.00
Polycab Australia PTY Ltd
Subsidiary
11.66
(xiv)
Loansgiven
Polycab Australia PTY Ltd
Subsidiary
25.61

Polycab India Limited

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Details of Related Party Transactions on Standalone Basis for the half year ended 31st March 2021 Related party disclosure

**(E) ** (₹ million) (₹ million)
Six months period
ended
31 Mar 21
(xv)
Loangiven repaid
Dowells Cable Accessories Private Limited
Subsidiary
0.66
(xvi)
Corporateguaranteegiven(Refer note below)
Ryker Base Private Limited
Subsidiary
-7.38
(xvii) Fair value Corporateguarantee(Refer note below)
Ryker Base Private Limited
Subsidiary
3.48
(xix) Rentpaid(including GST)
AK Enterprises
Enterprises owned or significantly
influenced by key managerial
personnel
14.59
Outstanding as at the year end :
(₹ million)
Year ended
31 Mar 21
(i)
Loans
Ryker Base Private Limited
Subsidiary
300.00
Polycab Australia PTY Ltd
Subsidiary
25.07
Techno Electromech Private Limited
Joint Venture
115.21
(ii)
Trade Receivables
Tirupati Reels Private Limited
Subsidiary
3.20
Techno Electromech Private Limited
Joint Venture
23.60
Ryker Base Private Limited
Subsidiary
456.69
Polycab Australia PTY Ltd
Subsidiary
480.68
(iii)
Trade Receivables - FA
Techno Electromech Private Limited
Joint Venture
85.19
(iv)
Receivable under liquidation
Polycab Wires ItalySRL,Liquidated
Subsidiary
1.03
(v)
Advancegiven for material and services
Ryker Base Private Limited
Subsidiary
28.62
(vi)
Interest accrued on loangiven
Techno Electromech Private Limited
Joint Venture
3.18
Polycab Australia PTY Ltd
Subsidiary
0.25
Ryker Base Private Limited
Subsidiary
2.14
(vii)
Trade Payables
Tirupati Reels Private Limited
Subsidiary
117.03
Dowells Cable Accessories Private Limited
Subsidiary
3.03
Techno Electromech Private Limited
Joint Venture
71.30
(viii)
Security Depositsgiven
AK Enterprises
Enterprises owned or significantly
influenced by key managerial
personnel
5.91

Note:

Company has provided a guarantee for credit facility availed by the Ryker Base Private Limited and Tirupati Reels Private Limited, amounting to ₹ 4,184.62 Million [$ 25 Million and ₹ 2,347 Million] and (31 March 2020 : ₹ 1,243.87 Million [$12.50 Million] and ₹ 520.00 Million (31 March 2020 : ₹ 520.00 Million) respectively. The fair value of corporate guarantee ₹ 15.31 million (31 March 2020 : ₹ 11.21 Million) has been included in carrying cost of investment.

Polycab India Limited

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Details of Related Party Transactions on Standalone Basis for the half year ended 31st March 2021

Related party disclosure

(F) Transactions with KMP:

(i) Remuneration paid for the year ended and outstanding as on:[(a)]

Six months
period ended
Outstanding for the
yearend
31 Mar 21
Executive directors
(Includes Salary, Performance Incentive and commission to CMD)
Mr. Inder T.Jaisinghani 87.73
99.07
Mr. Ramesh T.Jaisinghani 18.20
7.50
Mr. AjayT.Jaisinghani 18.20
7.50
Mr.Shyam Lal Bajaj 15.80
6.17
Non- Executive directors
(Includes sitting fees and commission)
Mr. T P Ostwal
1.60
2.00
Mr. R S Sharma 1.52
2.00
Mr. PradeepPoddar 1.52
2.00
Ms. Hiroo Mirchandani 1.44
2.00
Key management personnel
(Includes Salary and Performance Incentive)
Mr. Gandharv Tongia 8.62
1.67
Ms. Manita Gonsalves 0.96
0.22
Mr. Subramaniam Sai Narayana 0.90
-

(a) As the liabilities for gratuity and leave encashment are provided on actuarial basis for the Company as a whole, the amounts pertaining to the directors and KMP are not included above.

(ii) Share based payments to KMP[(a)]

Six months period
ended
31 Mar 21
Mr.Shyam Lal Bajaj 2.36
Mr.Gandharv Tongia 1.06
Mr. Subramaniam Sai Narayana(b)
(0.99)

(a) Represents expense by way of share based payments attributable to directors and KMP

(b) During current year remaining options granted under Performance Scheme are forfeited post his resignation due to non-fulfilment of vesting criteria.

(iii) Sale of fixed assets to KMP (Including GST)


Six months
period ended
Outstanding for the
yearend
Mr. Ramesh T.Jaisinghani
1.35
1.35
Mr. AjayT.Jaisinghani
2.36
0.17
Mr. Puneet Sehgal
0.55
0.55
(iv)
Transactions where KMP's are interested
Six months
period ended
Outstanding for the
year end
Polycab Social Welfare Foundation
Donation
119.88
-
T.P. Ostwal & Associates LLP (excluding GST)
Professional fees for
taxadvisory
0.10
0.16
Transactions with relatives of KMP:
Remunerationpaid for theyear ended and outstanding as on:
(₹ million)
Nature of
transaction
31 Mar 21
31 Mar 21

Six months
period ended
Outstanding for the
yearend
31 Mar 21

Six months
period ended
Outstanding for the
yearend
31 Mar 21
Mr. Ramesh T.Jaisinghani 1.35
1.35
Mr. AjayT.Jaisinghani 2.36
0.17
Mr. Puneet Sehgal 0.55
0.55
Transactions where KMP's are interested
Six months
period ended
Outstanding for the
year end
Nature of
transaction
31 Mar 21
Polycab Social Welfare Foundation
Donation
119.88
-
T.P. Ostwal & Associates LLP (excluding GST)
Professional fees for
taxadvisory
0.10
0.16
Six months
period ended
Outstanding for the
yearend
31 Mar 21
Mr.Girdhari T.Jaisinghani 5.32
2.18
Mr. BharatA.Jaisinghani 7.55
2.98
Mr. Nikhil R.Jaisinghani 7.55
2.98
Mr. Kunal I. Jaisinghani 1.21
0.01

(G) Transactions with relatives of KMP:

Polycab India Limited

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Details of Related Party Transactions on Consolidated Basis for the half year ended 31st March 2021

Related party disclosure

The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the period-end are unsecured and settlement occurs in cash or credit as per the terms of the arrangement.

(A) Enterprises where control exists

(B)
**(C) **
Country of Ownershipinterest(%)

incorporation
31 Mar 21
Joint Ventures
Techno Electromech Private Limited(TEPL)
India
50%
(a) Joint venture till 05 May 2020 and became wholly owned subsidiary from 06 May 2020
Enterprises owned or significantly influenced by key managerialpersonnel
AK Enterprises(A K)
Dowells Elektro Werke(DEW)
Dowells Electricals(DE)
D J Electricals Private Limited(DJEPL)
Tirupati Tradelinks Private Limited(TTPL)
EPMR Australia PtyLtd
Polycab Social Welfare Foundation
T.P. Ostwal & Associates LLP
Key management personnel
(i)
Executive directors
Mr. Inder T. Jaisinghani
Chairman and managingdirector
Mr. Ramesh T. Jaisinghani(c)
Whole-time director

Mr. Ajay T. Jaisinghani(c)
Whole-time director

Mr.Shyam Lal Bajaj(a) (c)
Whole-time director
(ii)
Non- Executive directors
Mr. R S Sharma
Independent director
Mr. T P Ostwal
Independent director
Mr. PradeepPoddar
Independent director
Ms. Hiroo Mirchandani
Independent director
(iii)
Key managementpersonnel
Mr. Gandharv Tongia
Chief financial officer(w.e.f. 31 May2020)
Mr. Subramaniam Sai Narayana(b)
Companysecretaryand compliance officer

Ms. Manita Gonsalves
Companysecretaryand compliance officer(w.e.f.
24 Jan 2021)
(iii) Relatives of Key managementpersonnel
Mr. Bharat A. Jaisinghani(d)
Son of Mr. AjayT. Jaisinghani

Mr. Girdhari T. Jaisinghani
Brother of Mr. Inder T. Jaisinghani, Mr. Ajay T. Jaisinghani & Mr.
Ramesh T. Jaisinghani
Mr. Kunal I. Jaisinghani
Son of Mr. Inder T. Jaisinghani
Mr. Nikhil R. Jaisinghani(d)
Son of Mr. Ramesh T. Jaisinghani

Mr. Puneet Sehgal
Son in law of Ramesh T. Jaisinghani

(a) Mr. Shyam Lal Bajaj resigned from CFO position w.e.f. closing business hours of 30 May 2020 and continues as a whole time director.

(b) Mr. Subramaniam Sai Narayana resigned from Company secretary and compliance officer position w.e.f. 23 Jan 2021.

(c) Resigned from Whole-time director position w.e.f. closing business hours 12 May 2021.

(d) Appointed as Whole-time director w.e.f. 13 May 2021.

**(D) ** Transactions with group companies
(₹ million)
Transactions with group companies
(₹ million)
Six months period
ended
31 Mar 21
(i)
Purchase ofgoods(including GST)
Techno Electromech Private Limited
Joint Venture
30.38
(ii)
Purchase ofgoods(including GST)
Techno Electromech Private Limited
Joint Venture
431.28
Tirupati Tradelinks Private Limited (TTPL)
Enterprises owned or significantly influenced by
keymanagerialpersonnel
83.59

Polycab India Limited

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Details of Related Party Transactions on Consolidated Basis for the half year ended 31st March 2021

Related party disclosure

(D) Transactions with group companies

Related party disclosure
Transactions with group companies
Related party disclosure
Transactions with group companies
(₹ million)

Six months period
ended
31 Mar 21
(iii)
Sub-contracting expense(including GST)
Techno Electromech Private Limited
Joint Venture
11.62
Tirupati Tradelinks Private Limited (TTPL)
Enterprises owned or significantly influenced by
key managerial personnel
0.36
(iv)
Interest received
Techno Electromech Private Limited
Joint Venture
6.89
(v)
Testing chargespaid
Techno Electromech Private Limited
Joint Venture
-0.10
(vi)
Commissionpaid
EPMR Australia Pty Ltd
Enterprises owned or significantly influenced by
key managerial personnel
10.34
(ix)
Rentpaid(including GST)
AK Enterprises
Enterprises owned or significantly influenced by
key managerial personnel
14.59

Polycab India Limited

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Details of Related Party Transactions on Consolidated Basis for the half year ended 31st March 2021

**(E) ** Related party disclosure
Outstanding as at the year end :
(₹ million)
Related party disclosure
Outstanding as at the year end :
(₹ million)
Year ended
31 Mar 21
(i)
Loans
Techno Electromech Private Limited
Joint Venture
115.21
(ii)
Trade Receivables
Techno Electromech Private Limited
Joint Venture
23.60
(iii)
Interest accrued on loangiven
Techno Electromech Private Limited
Joint Venture
3.18
(iv)
Trade Receivables - FA
Techno Electromech Private Limited
Joint Venture
85.19
(v)
Trade Payables
Techno Electromech Private Limited
Joint Venture
71.30
Dowells Elektro Werke (DEW)
Enterprises owned or significantly influenced by
key managerial personnel
0.34
Dowells Electricals(DE)
-do-
0.08
D J Electricals Private Limited(DJEPL)
-do-
0.20
Tirupati Tradelinks Private Limited(TTPL)
-do-
40.89
(vi)
Commission Payable
EPMR Australia Pty Ltd
Enterprises owned or significantly influenced by
key managerial personnel
10.57
(vii)
Security Depositsgiven
AK Enterprises
Enterprises owned or significantly influenced by
key managerial personnel
5.91

Note:

Company has provided a guarantee for credit facility availed by the Ryker Base Private Limited amounting to ₹ 1,243.87 Million (31 March 2019 : ₹ 1,243.87 Million). The fair value of corporate guarantee ₹ 11.21 million (31 March 2019 : ₹ 11.21 Million) has been included in carrying cost of investment.

(F) Transactions with KMP:

  • (i) Remuneration paid for the year ended and outstanding as on:[(a)]
actions with KMP:
actions with KMP:
Remuneration paid for the year ended and outstanding as on:(a)
(₹ million)
31 Mar 21
Six months
period ended
Outstanding for the
yearend
Executive directors
(Includes Salary, Performance Incentive and commission to
Mr. Inder T. Jaisinghani 87.73
99.07
Mr. Ramesh T. Jaisinghani 18.20
7.50
Mr. AjayT. Jaisinghani 18.20
7.50
Mr. Shyam Lal Bajaj 15.80
6.17
Non- Executive directors
(Includes sitting fees and commission)
Mr. T P Ostwal
1.60
2.00
Mr. R S Sharma 1.52
2.00
Mr. PradeepPoddar 1.52
2.00
Ms. Hiroo Mirchandani 1.44
2.00
Key management personnel
(Includes Salary and Performance Incentive)
Mr. Gandharv Tongia 8.62
1.67
Ms. Manita Gonsalves 0.96
0.22
Mr. Subramaniam Sai Narayana 0.90
-

(a) As the liabilities for gratuity and leave encashment are provided on actuarial basis for the Company as a whole, the amounts pertaining to the directors and KMP are not included above.

Polycab India Limited

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Details of Related Party Transactions on Consolidated Basis for the half year ended 31st March 2021

Related party disclosure

(ii) Share based payments to KMP(a)
Year ended
31 Mar 21
Mr. Shyam Lal Bajaj 2.36
Mr. Gandharv Tongia 1.06
Mr. Subramaniam Sai Narayana(b)
(0.99)

(a) Represents expense by way of share based payments attributable to directors and KMP

(b) During current year remaining options granted under Performance Scheme are forfeited post his resignation due to non-fulfilment of vesting criteria. (iii) Sale of fixed assets to KMP (including GST)

(iii) Sale of fixed assets to KMP (including GST) Sale of fixed assets to KMP (including GST)
(iv) Six months
period ended
Outstanding for the
year end
31 Mar 21
Mr. Ramesh T. Jaisinghani 1.35
1.35
Mr. AjayT. Jaisinghani 2.36
0.17
Mr. Puneet Sehgal 0.55
0.55
Transactions where KMP's are interested
Six months
period ended
Outstanding for the
year end
Nature of
transaction
31 Mar 21
Polycab Social Welfare Foundation
Donation
119.88
-
T.P. Ostwal & Associates LLP (excluding GST)
Professional
fees for tax
advisory
0.10
0.16
  • (G) Transactions with relatives of KMP:

Remuneration paid for the year ended and outstanding as on:

Six months
period ended
Outstanding for
the year end
31 Mar 21
Six months
period ended
Outstanding for
the year end
31 Mar 21
Mr. Girdhari T. Jaisinghani 5.32
2.18
Mr. Bharat A. Jaisinghani 7.55
2.98
Mr. Nikhil R. Jaisinghani 7.55
2.98
Mr. Kunal I. Jaisinghani 1.21
0.01