As on: Sep 28, 2023 03:43 AM
The Directors of your Company hereby present the Thirty Sixth (36th) Annual Report alongwith the Audited Financial Statements (Consolidated and Standalone) of the Company for the Financial Year ("FY") ended March 31,2022.
FINANCIAL RESULTS
The summary of the Company?s financial performance, both on a consolidated and standalone basis, for the FY2022 as compared to the previous FY2021 is given below:
Rs in Crores
FINANCIAL PERFORMANCE
The Company has recorded a gross turnover of Rs 5,370.17 Crores for FY2022 as against Rs 4,674.02 Crores in FY2021 on Consolidated basis, reflecting a growth of 14.9% over the previous year. On Standalone basis, the gross turnover was Rs 293.59 Crores for the period ended March 31, 2022, as against Rs 249.54 Crores for the previous year ended March 31, 2021, reflecting a growth of 17.7% over previous year. This growth was mainly attributed by healthy order book reflected in new customer booking this year and strong execution capabilities across all geographies.
On Consolidated basis, the Company has recorded a net profit before exceptional item of Rs 94.86 Crores for FY2022 as compared to Rs 151.48 Crores for FY2021 despite of higher revenues. The underperformance of bottom-line despite of healthy revenue growth was due to significant inflationary pressure seen on overall manpower cost including contingent workforce, supply chain disruptions and higher freight costs.
The Company has taken additional measures to optimise costs and pass on the additional cost to customers while executing new proposals. The Company continues its focus on all the financial metrics together with better liquidity management and profitability growth initiatives.
On Standalone basis, the net profit stood at Rs 5.81 Crores for FY2022 as against net loss of Rs 1.86 Crores for FY2022. Key financial matrix provided below highlights overall financial performance of the Company during FY2022:
The spread of COVID-19, a pandemic caused by the novel Coronavirus has impacted global economy and way of doing business across the countries. The impact of 2nd wave of the Pandemic was quite severe on the Countries however at different intervals which significantly affected health and business across the globe. Majority of the countries across the world had announced a series of lock-down to curb 2nd wave which was extended from time to time. With the change in global circumstances, governments have issued directives which indicate calibrated and gradual or complete withdrawal of lockdown and partial or complete resumption of economic activity depending on the severity of the disruption caused in respective countries. The business and operations have returned to normalcy to pre-covid level and there is no impact of pandemic on the consolidated Financial Statements for the year ended March 31,2022. However, the Group is continuously monitoring the current COVID-19 developments and possible effects that may result from the current pandemic on its financial conditions, liquidity, operations and actively working in minimizing the impact of this unprecedented situation.
NATURE OF BUSINESS AND STATE OF AFFAIRS OF THE COMPANY
During the year under review, there have been no changes in the nature of business of the Company. The information on the affairs of the Company has been covered under the Management Discussion & Analysis forming part of this Report.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year to which these financial statements relate and the date of this Report.
SHARE CAPITAL
At the beginning of the FY2022, the Authorized Share Capital of the Company was Rs 1,45,00,00,000/- (Rupees One Hundred and Forty Five Crores Only) divided into 4,50,00,000 Equity shares of Rs 10/- (Rupees Ten only) each, 50,00,000 Cumulative/Non-Cumulative Redeemable Preference Shares and 50,00,000 Convertible Preference Shares of Rs 100/- (Rupees Hundred only) each respectively or any other denomination as may be approved by the Board.
The paid-up capital of the Company at the beginning of the FY2022 was Rs 32,52,88,300 (Rupees Thirty Two Crore Fifty Two Lakh Eighty Eight Thousand Three Hundred Only) consisting of 3,25,28,830 Equity Shares of Rs 10/- (Rupees Ten only) each.
During the year under review, the Company issued & allotted 2,84,024 Equity Shares of Rs 10/- (Rupees Ten only) each to ESOP Allottee?s pursuant to exercise of Employee Stock Options ("ESOP options") duly vested in them, in accordance with the applicable terms of Company?s ESOP Scheme. Consequently, as on March 31,2022, the Paid-up Capital of the Company got increased to Rs 32,81,28,540 (Rupees Thirty Two Crore Eighty One Lakh Twenty Eight Thousand Five Hundred and Forty only) consisting of 3,28,12,854 Equity Shares of Rs 10/- (Rupees Ten only) each.
The Company has not made any issue of Sweat Equity Shares or Equity Shares with Differential Voting Rights during the year under review.
SUB-DIVISION OF EQUITY SHARES:
The Shareholders of the Company have approved, sub-division of Equity Shares of Rs 10/- (Rupees Ten only) each of the Company into Equity Shares of Rs 2/- (Rupees Two only) each of the Company by way of Postal Ballot on April 20, 2022.
Consequently, each existing Equity Share of Rs 10/- (Rupees Ten only) each of the Company was sub-divided into 5 Equity Shares of Rs 2/- (Rupees Two only) each.
DIVIDEND
With a view to conserve resources for future growth, your Directors have not recommended any dividend for the Financial Year ended March 31,2022.
Pursuant to Regulation 43A of SEBI LODR Regulations, 2015, the Company has formulated a Dividend Distribution Policy effective from April 02, 2021. The said policy is accessible on the Company?s website at https://www.blackbox. com/en-in/investors/corporate-governance/policies.
TRANSFER TO RESERVE
With a view to facilitate the growth of the Company?s business over the coming years, the Board of Directors have recommended that the entire profits generated in the current Financial Year should be transferred to the reserves of the Company.
HUMAN RESOURCE MANAGEMENT AND HR INITIATIVE
FY2022 saw two successive waves of COVID-19, the pandemic was still testing, and this was time for us to either take a back seat or look at this opportunity and focus on sustainable and inclusive growth. Displaying exceptional resilience in dealing with an unprecedented future, we focussed our energy in our endeavour to acquire more brands under our feather. The Company acquired Dragonfly Technologies Australia to further enhance and strengthen our presence in Australia in fields of our Cyber Security, Enterprise Networking, Automation & Consulting capabilities.
At Black Box we have always believed in building a culture of excellence, we strongly believe our people are our strength and at the centre of everything we do. Our energies are always focussed on creating a progressive workplace where every Black Box employee feels heard, included, and respected. At the end of financial year, a Global Employee Engagement Survey - ‘Every Voice Matters? was launched to help us identify opportunities to improve employee engagement.
An organization is only as good as its people, and we are making sure we bring talented, like-minded yet diverse pool at all levels. Propelled by this recruitment philosophy, we hired talent across the organization — from early talent programs, to lateral hires, to leadership roles. One of the important dimensions, we focus on when looking for the right talent is ‘culture fit?. Whether the candidates? beliefs, behaviours, and values align with those of our organization. This year, the company on-boarded more than 900 hires across the globe, this included fresh Graduate Engineer Trainees to build resource pool, followed by dedicated Campus to Corporate Program -"Metamorphosis", to enable the transition of campus graduate hires into corporate life and Black Box?s organizational culture. Metamorphosis, as an ongoing program is created with the goal of empowering fresh graduates with tools for refining their personal and professional excellence.
The focus on providing our people an environment that provides challenging work assignment with ample scope to upskill continued. The Learning frameworks established to encourage skills progression and support individual career development. A program to enhance and strengthen skills of business managers - Management Development Program (MDP) was launched. This transformative learning experience consist of classroom based, online lessons, leadership discussions, and action-oriented learning approach.
The company has made rapid advances in Human Resource automation to streamline and increase the turnaround time and empowering the people. We exhibited a robust upward trajectory in all realms of HR to strengthen the foundations of our process and people-driven growth trajectory for FY2023 and beyond.
MANAGEMENT?S DISCUSSION AND ANALYSIS
Management?s Discussion and Analysis for the year under review, in terms of the provisions of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("LODR Regulation"), is set out as a separate section, forming an integral part of this Annual Report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls for ensuring orderly and efficient conduct of its business including adherence to company?s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information with reference to financial statements.
During the year under review, these internal controls have been subject to audit. For details with regard to reportable material weaknesses in the said controls, if any, please refer the Statutory Auditors? Report forming part of this Annual Report.
PUBLIC DEPOSITS
The Company has not accepted any fixed deposits, including from the public and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.
SUBSIDIARIES/HOLDING COMPANY
During the year under review, the following changes took place in Subsidiaries and Holding Company of the Company: Holding Company(s)
At the beginning of the FY2022, Onir Metalics Limited (OML) and Essar Telecom Limited (ETL) were collectively holding 2,31,53,603 Equity shares of Rs 10/- each of the Company, constituting 71.18% Promoter shareholding in the Company. During the year, OML was merged into Essar Steel Metal Trading Limited (ESMTL) w.e.f July 7, 2021.
As on March 31, 2022, ETL and ESMTL collectively held 2,31,53,603 Equity shares of Rs 10/- each of the Company, constituting 70.56% Promoter shareholding in the Company. Essar Global Fund Limited remains the ultimate Holding Company of the Company.
ACQUISITION(S)
Black Box Technologies Australia Pty. Ltd., Step-down Subsidiary of the Company, acquired Dragonfly Technologies Pty Ltd., Australia on February 11,2022 for a total consideration of AUD 7.44 Million.
INCORPORATION(S)
1. Black Box de Mexico, S. de R.L. de C.V., Mexico, Step-Down Subsidiary of the Company incorporated Black Box Costa Rica S.R.L. Costa Rica on October 08, 2021.
2. Black Box de Mexico, S. de R.L. de C.V., Mexico, Step-Down Subsidiary of the Company incorporated Black Box Network Services Colombia S.A.S. Colombia on November 02, 2021.
3. AGC Networks LLC Dubai, Step-Down Subsidiary of the Company incorporated Black Box Bangladesh Technologies Pvt. Ltd., Bangladesh on November 21,2021.
4. Black Box Technologies Pte. Ltd. Singapore, Subsidiary of the Company incorporated Black Box Technologies Group B.V. Netherlands on December 16, 2021.
5. Black Box Technologies Pte. Ltd. Singapore, Subsidiary of the Company incorporated Black Box Products FZE Dubai on December 16, 2021.
6. Black Box Technologies Group B.V. Netherlands, Step-Down Subsidiary of the Company incorporated Cybalt Inc, DE - USA on February 16, 2022.
As on March 31,2022, the following are the subsidiaries/step-down subsidiaries of the Company:
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The particulars of loan(s) given, investment(s) made, guarantee(s) given and/or securities provided by the Company along with the purpose for which such amount of loan, guarantee or security is proposed to be utilized by the recipient, has been provided in the notes to financial statements.
STATUTORY AUDITORS AND THEIR REPORT
M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Registration No. 001076N/N00013) have been re- appointed as the Statutory Auditors of the Company, vide resolution passed by Shareholders at the 33rd Annual General Meeting (AGM) of the Company and hold this office for a period of 5 (Five) year commencing from conclusion of the 33rd AGM till the conclusion of 38th AGM of the Company.
Statutory Auditors? Report
The Statutory Auditors? Report on the financial statements of the Company (Standalone & Consolidated) for the financial year ended March 31,2022, has been annexed to the financial statements contained in this Annual Report. The Statutory Auditors have expressed their Emphasis of Matter (EOM) on the Standalone & Consolidated financial statements of the Company in the said report. Further, the said EOM alongwith the management?s response on the same is given below:
A. Standalone Audit Report:
Emphasis of Matters - Non- compliances with laws and regulations
"We draw attention to Note 44 to the accompanying standalone financial statements which describes the delay in remittance of import payments and repatriation of proceeds of export of goods and services, aggregating to Rs 2.71 Crores and Rs 15.04 Crores, respectively, outstanding as at March 31, 2022 beyond the timelines stipulated under the Foreign Exchange Management Act, 1999, as amended from time to time. The management has filed necessary applications with the appropriate authority for extension of time period and condonation of such delays. The management is of the view that the fines /penalties, if any, that may be levied, are currently unascertainable but not expected to be material and accordingly, no adjustments have been made to the accompanying standalone financial statements in respect of aforesaid delays. Our opinion is not modified in respect of this matter. "
Management?s views on the above:
The outstanding balance of trade payables, trade receivables and other financial assets as at March 31, 2022 includes amount payable aggregating to Rs 2.71 Crores and amount receivable aggregating to Rs 15.04 Crores, respectively, to/from the companies situated outside India. These balances are pending for settlement and have resulted in delay in remittance / collection beyond the timeline stipulated under the Foreign Exchange Management Act, 1999. The Company has filed necessary application with AD Category - I bank (‘AD Bank?) for extension of time limit on payables aggregating to Rs 1.67 Crores during the current period and on payables aggregating to Rs 1.04 Crores subsequent to March 31, 2022. Similarly, the Company has filed application with AD Bank for extension of time limit for the aforementioned receivables aggregating to Rs 14.01 Crores during the current period and on receivables aggregating to Rs 1.03 Crores subsequent to March 31,2022. For all the cases, approval is pending from AD Bank.
Pending conclusion of the aforesaid matter, the amount of penalty, if any, that may be levied, is not ascertainable but not expected to be material and accordingly, the Standalone financial Statement does not include any adjustments that may arise due to such delays.
B. Consolidated Audit report
"We draw attention to Note 47 to the accompanying consolidated financial statements, which describes the delay in remittance of import payments and repatriation of proceeds from export of goods and services, aggregating to Rs 13.00 Crores and Rs 27.80 Crores, respectively, by the Holding Company and its subsidiary companies incorporated in India, outstanding as at March 31, 2022 beyond the timelines stipulated under the Foreign Exchange Management Act, 1999 as amended from time to time. The respective management of companies, as aforesaid, have filed necessary applications with the appropriate authority for extension of time period and condonation of such delays. The management is of the view that the fines /penalties, if any that may be levied, are currently unascertainabie but not expected to be material and accordingly, no adjustments have been made to the consolidated financial statements in respect of aforesaid delays. Our opinion is not modified in respect of this matter. "
The outstanding balance of trade payables, trade receivables and other financial assets as at March 31, 2022 includes amount payable aggregating to Rs 13.00 Crores and amount receivable aggregating to Rs 27.80 Crores, respectively, to/from the companies situated outside India. These balances are pending for settlement and have resulted in delay in remittance / collection beyond the timeline stipulated under the Foreign Exchange Management Act, 1999. The holding Company and its subsidiaries incorporated in India have filed necessary application with AD Category - I bank (‘AD Bank?) for extension of time limit on payables aggregating to Rs 11.96 Crores during the current period and on payables aggregating to Rs 1.04 Crores subsequent to March 31, 2022. Similarly, the holding Company and its subsidiaries incorporated in India have filed application with AD Bank for extension of time limit for the aforementioned receivables aggregating to Rs 16.53 Crores during the current period and on receivables aggregating to Rs 11.27 Crores subsequent to March 31, 2022. For all the cases, approval is pending from AD Bank.
Pending conclusion of the aforesaid matter, the amount of penalty, if any, that may be levied, is not ascertainable but not expected to be material and accordingly, the Consolidated financial Statement does not include any adjustments that may arise due to such delays.
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to Section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit of the Company was carried out by Dr. S. K. Jain, Practicing Company Secretary (FCS No. 1473) & Proprietor of M/s. S. K. Jain & Co., (Secretarial Auditor) for FY2022. The Report given by the Secretarial Auditor is annexed as Annexure - I and forms an integral part of this Board?s Report.
Secretarial Auditor?s qualification remark:
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above and there are no material non-compliances that have come to our knowledge except the following:
(i) The Company was required to submit the Annual Audited Financial Statements for the year ended March 31, 2021 within 60 days from the end of financial year as prescribed under Regulation 33 (3) (d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has, however submitted the Annual Audited Financial Statements for the year ended 31st March, 2021 on 3rd August, 2021. The Company has paid fine to NSE as well as BSE for delay in compliance.
(ii) The Company was required to submit prior intimation to the Stock Exchanges for the Board Meetings held on 31st July, 2021 and 14th August, 2021 at least five days in advance (excluding the date of the intimation and date of meeting) as required under Regulation 29(2) and 29(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Company has, however submitted the prior intimation for the above mentioned Board Meeting as follows:
The Company has paid fine to NSE as well as BSE for the delay in compliance.
Response to point no. (i) above as highlighted in the Secretarial Audit Report
The Company has more than 70 overseas subsidiaries which are spread across 30 plus countries, operating in different geographies and time zones. The Company was facing pressing difficult situations, as a result of the outbreak of second wave of the new variant of the novel coronavirus (COVID-19) leading to nation-wide lockdown imposition in India and third wave impact in other parts of the world.
In addition to that, the registered office of the Company was moved to new location i.e. Essar House, 11 Keshavrao Khadye Marg, Opp. Race Course, Mahalaxmi, Mumbai 400 034 resulting in the shifting of all its data centre & server operations to third party service provider and other related equipment, data and files to the new office in the mid of the lock-down. Mumbai being one of the worst hit spots was continuously under a strict lockdown till June 15, 2021, this movement impacted the closure of books and collection of relevant data to finalise the financials for year ended March 31, 2021. The Company gave first priority in ensuring the safety and well-being of the employees who had been operating intermittently.
Further, slow vaccination program and various geographies being under different phases of lockdowns and reopening, delayed the finalization of financial statements of various subsidiaries located in 30 countries. Finalization of consolidated financials requires sign off from all the country locations, which took considerable time.
Considering the aforesaid, force majeure condition prevailing and continuing intermittent lockdown prevailing across the geographies, the Company could not publish its Financial Results for the aforesaid period within time and penalty was paid as stipulated by the exchanges. The delay was purely due to unavoidable circumstances and exceptional in nature.
Response to point no. (ii) above as highlighted in the Secretarial Audit Report
The Financial Results for quarter/year ended March 31, 2021 were to be submitted latest by June 30, 2021. However, the Company was not in a position to adhere to the given timeline and hence sought for an extension from the exchanges to publish its financial results latest by July 31,2021, based on its estimated timeline. Though we were endeavouring to meet the extended deadline, due to the reasons mentioned in point no. (i) above, the visibility to achieve this was grim. It was not intended to reschedule the meeting after notifying the stakeholders. We had continuous deliberations on this matter with our Auditors and the Notice was given as soon as there was strong visibility to achieve this by July 28, 2021. This was first time in the history of the Company that quarterly/ yearly results were filed beyond the deadline and became an exceptional event.
Further, in view of the delayed submission of Financial Results for March 31,2021 in August 2021, the Company and the Auditors had very small window of time to complete the Q1FY22 results within time. Given the short timeline available in hand, though we were endeavoring to meet the deadline, the visibility to achieve the deadline was thin. We had continuous deliberations on this matter with our Auditors and the Notice was given as soon as there was strong visibility to achieve this by August 14, 2021.
REPORTING OF FRAUDS BY THE AUDITORS
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee or Board, pursuant to the provisions of Section 143(12) of the Act, any fraud committed against the Company by its employees or officers.
COST RECORDS AND COST AUDIT
The maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business and activities carried out by the Company.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several benchmark corporate governance practices as prevalent globally. The Corporate Governance Report, as stipulated under the SEBI LODR Regulations, forms an integral part of this Annual Report. Further, in accordance with the applicable provisions of Schedule V of the said Regulations, a compliance certificate issued by M/s. S. K. Jain & Co. LLP, Practicing Company Secretaries (ICSI Certificate of Practice No. 3076), confirming that the Company has complied with the conditions of corporate governance is annexed herewith and marked as Annexure II.
NUMBER OF BOARD MEETINGS
During the FY2022, 9 (Nine) Board meetings were held. Further detail on the same is available in the Corporate Governance Report which forms part of this Annual Report.
The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA Circulars granting exemptions in view of the Covid-19 pandemic.
EMPLOYEES? STOCK OPTION SCHEME
Pursuant to the shareholders? approval dated April 21,2015, the Nomination and Remuneration Committee of the Board of Directors of the Company has granted stock options as per the terms of "AGC Networks Employee Stock Option Scheme 2015" from time to time, to the employees and executive directors of the Company and its subsidiary(s). The following table shows detailed information with regards to the same:
Note: All the figures have been adjusted for Sub-division of Equity Shares of Rs 10/- each to Rs 2/- each. Each of the options mentioned above is convertible into equal no. of Equity Shares of Rs 2/- each on successful exercise.
Disclosures on ESOP Scheme of the Company for the FY2022, pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014:
Employee wise details of options granted to:
Diluted Earnings per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20: Kindly refer note no. 29 forming part of notes to accounts of Standalone Financial Statements.
Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options: Kindly refer note no. 31 forming part of notes to accounts of Standalone Financial Statements.
The details pursuant to the SEBI ESOP Regulations have been placed on the website of the Company and web link of the same is https://bbnscdn.azureedge.net/cms/docs/investors/esop/esop-statement 31-03-2022c4f132c1548a441 9a27930f619140729.pdf.
TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND/SHARES TO IEPF
The dividends which remained unpaid/unclaimed for a period of more than seven consecutive years from the date of transfer to respective unpaid dividend account, have been transferred on due dates by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government.
Pursuant to the applicable provisions of Section 124 of the Companies Act, 2013 (the "Act") read with applicable provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), the Company is required to transfer all amounts of dividend that has remained unpaid or unclaimed for a period of seven years from the date of transfer to respective unpaid dividend account, to the IEPF Fund. Further, according to the applicable provisions of the said section read with the rules made thereunder, the Company is also required to transfer the corresponding shares with respect to the unpaid/unclaimed dividend, which has not been paid or claimed for seven consecutive years or more, to the demat account of the IEPF Authority.
Accordingly, the Company has transferred unpaid/unclaimed dividends alongwith the corresponding shares to IEPF Fund within the time limits prescribed under the said section and rules. The details of the shares already transferred and the shares which are due for transfer have been uploaded on the website of the Company and can be accessed at https://www.blackbox.com/en-in/investors/investor-services/iepf.
In accordance with the applicable provisions of the LODR Regulations, it is disclosed that there were no shares lying in the demat suspense account/unclaimed suspense account of the Company at the beginning of/during/at the end of the FY2022.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
All Directors of the Company, including the Independent Directors, are provided with necessary documents/brochures, reports and internal policies to facilitate their familiarization with the procedures and practices followed by the Company. Further, periodic presentations are made at the meetings of the Board of Directors and its various Committees, on business and performance updates of the Company, global business environment, business strategy and risks involved. Quarterly updates, new amendments, circulars and notifications issued by the regulatory authorities including ROC, RBI and SEBI which mandates further compliances for the Company and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors.
Further, at the time of appointment of any Independent Director the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities alongwith Code of Conduct to be adhered by the Directors. The Familiarization Policy for Independent Directors is accessible on the website of the Company at https://www. blackbox.com/en-in/investors/corporate-governance/policies.
VIGIL MECHANISM
The Vigil Mechanism of the Company in terms of the LODR Regulations, has been established through the Whistle Blower Policy/Policy on Vigil Mechanism of the Company. Protected disclosures can be made by a Whistle Blower through an e-mail or a letter to the Chief Ethics Officer or to the Chairman of the Audit Committee. The Policy on Vigil Mechanism/Whistle Blower Policy may be accessed on the Company?s website at the link https://www.blackbox.com/ en-in/investors/corporate-governance/policies.
PERFORMANCE EVALUATION
In terms of the requirement of the Companies Act, 2013 and LODR Regulations, annual performance evaluation of the Board, the Chairman of the Board, Independent and Non-Independent Directors and various Committees of the Board for the Financial Year 2021-22, was undertaken by the Company.
The evaluation was carried out through questionnaire based rating assessment mechanism where the evaluators were requested to give rating for each criteria set for evaluating the performance of the Director or the Committee of which, the performance was being evaluated. The board evaluation process was focused around how to make the
Board more effective as a collective body in the context of the business and the external environment in which the Company functions. From time to time during the year, the Board was appraised of the business issues and the related opportunities and risks. The Board discussed various aspects of the functioning of the Board and its Committees such as structure, composition, meetings, functions and interaction with management.
Additionally, during the evaluation process, the Board also focused on the contribution being made by the Board as a whole as well as through Committees. The overall assessment of the Board was that it was functioning as a cohesive body including the Committees of the Board that were functioning effectively.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 will be available on the Company?s website on https://www.blackbox.com/en-in/investors.
DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")
Section 152 of the Act provides that unless the Articles of Association provide for the retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the independent directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation. Accordingly, Mr. Naresh Kothari (DIN:00012523), Non- Executive Director of the Company shall retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.
Mr. Deepak Kumar Bansal (DIN:07495199), was appointed as Executive Director of the Company w.e.f September 26, 2019 for a period of 3 (Three) years which is expiring in September 2022. The Nomination & Remuneration Committee and the Board has proposed to re-appoint Mr. Bansal as Executive Director for a further period of 3 (Three) years commencing from September 26, 2022.
Mrs. Mahua Mukherjee (DIN:08107320), was appointed as Executive Director w.e.f. August 1, 2018. The Nomination & Remuneration Committee and the Board has proposed to re-appoint Mrs. Mukherjee as Executive Director for a further period of 3 (Three) years commencing from September 1,2022.
The above proposals will be considered for approval by the shareholders of the Company at the ensuing AGM.
During the year, following changes took place in composition of the Board of Directors and Key Managerial Personnel ("KMP") of the Company:
As on March 31,2022, the Company had the following KMPs:
• Mr. Sanjeev Verma, Whole-time Director (DIN:06871685)
• Mrs. Mahua Mukherjee, Executive Director (DIN:08107320)
• Mr. Deepak Kumar Bansal, Executive Director & Chief Financial Officer (DIN:07495199)
• Mr. Anshuman Ruia, Executive Director (DIN:00008501)
• Mr. Aditya Goswami, Company Secretary & Compliance Officer
The Company has received declarations from all the Independent Directors on its Board, confirming that he/she meets all the criteria of independence laid down under Section 149(6) of the Act and Regulation 16(1)(b) of LODR Regulations and that he/she is not aware of any circumstance/situation, which exists or may be reasonably anticipated, that could impair/impact his/her ability to discharge the duties of an Independent Director with objective independent judgment and without any external influence. These declarations and confirmations of the Independent Directors were duly noted by the Board of Directors after due assessment. Consequently, the Board is of the opinion that all Independent Directors of the Company fulfil the criteria of independence specified under the Act & SEBI LODR Regulations and are independent from the management of the Company.
Further, in the opinion of the Board of Directors, all Independent Directors of the Company hold highest standards of integrity and possess requisite expertise & experience enabling them to fulfil their duties as Independent Directors.
For detailed composition of Board of Directors and various Committees, kindly refer the Corporate Governance Report forming part of the Annual Report.
The Nomination and Remuneration Committee of the Company has devised a policy for performance evaluation of Directors, Board and Senior Management which includes the criterias for performance evaluation as well as the remuneration policy for the Directors, Senior Management and Employees of the Company. These policies are annexed to this report as Annexure III and Annexure IV respectively and are also accessible on the Company?s website at the link https://www.blackbox.com/en-in/investors/corporate-governance/policies.
COMMITTEES OF THE BOARD
The details relating to various Committees constituted by the Board of Directors of the Company are mentioned in the ‘Corporate Governance Report?, which forms part of this Annual Report.
CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT
Pursuant to the provisions of Regulation 17(5) of the LODR Regulations, a Code of Conduct for the Directors & Senior Management of the Company has been formulated & approved by the Board of Directors. Further, in accordance with the provisions of Regulation 26(3), all Directors & Members of Senior Management of the Company have affirmed compliance with the said Code of Conduct during the Financial Year 2021-22.
The said Code of Conduct is accessible on the Company?s website at the link https://www.blackbox.com/en-in/ investors/corporate-governance/policies.
Further, pursuant to the provisions of Regulation 34(3) readwith Schedule V Part D of the LODR Regulations, Mr. Sanjeev Verma, Whole-Time Director, has issued a declaration stating that all the Directors and members of Senior Management of the Company have complied with the Code of Conduct of the Company during the FY2022. The said declaration has been disclosed in the Corporate Governance Report forming part of this Annual Report.
PERSONNEL
The Board places on record its appreciation for the hard work and dedicated efforts put in by all the employees. The relations between the management and employees continue to remain cordial on all fronts.
The statement of particulars of appointment and remuneration of managerial personnel and employees of the Company as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Board?s Report as Annexure V.
Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
POLICY ON PREVENTION OF GENDER HARASSMENT AT WORKPLACE AND INTERNAL COMPLAINTS COM- MITTEE ("ICC")
The Company has in place a policy for prevention, prohibition and redressal of gender harassment at workplace. Appropriate reporting mechanisms are in place for ensuring protection against gender harassment and the right to work with dignity.
Further, in accordance with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company had constituted an Internal Complaints Committee ("ICC") to consider and resolve sexual harassment complaints raised by the employees of the Company. The constitution of the ICC is in accordance with the applicable provisions of the said Act.
During the year under review, no complaints were received from any of the employee(s) of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
(i) Part A pertaining to conservation of energy is not applicable to the Company.
(ii) Part B pertaining to particulars relating to technology absorption is as per Annexure VI to this report.
(iii) Part C pertaining to foreign exchange earnings and outgoings is as mentioned below:
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is accessible on the Company?s website at the link https://www. blackbox.com/en-in/investors/corporate-governance/policies.
The Report on CSR activities is annexed herewith marked as Annexure VII.
RISK MANAGEMENT POLICY
The Company has a comprehensive Risk Management Policy in place which clearly indicates all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks that have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy is accessible on the Company?s website at https://www.blackbox.com/en-in/investors/corporate-governance/policies.
In terms of Regulation 21(5) of SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has constituted the Risk Management Committee (the "Committee" or "Risk Committee") on April 02, 2021. The Committee?s constitution and terms of reference meet with the requirements of the Regulations. The Risk Committee dwells upon the potential risks associated with the business and their possible mitigation plans and is responsible for Framing, Overseeing and Monitoring implementation of Risk Management Policy.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm?s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Company?s policy of on materiality of related party transactions. Most of these are purchase/sales transactions and maintenance services transactions which are of the duration of 3 months to 12 months. Your Directors draw attention of the members to Note no. 36 (Consolidated) and Note No. 33 (Standalone) to the financial statement which sets out related party disclosures.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is accessible on the Company?s website at the link https://bbnscdn.azureedge.net/cms/docs/investors/corporate-governance/policies/relatedparty transaction (rpt) policy (ver- 01-04-2022).pdf.
DIRECTORS? RESPONSIBILITY STATEMENT Your Directors state that:
a. in the preparation of the annual accounts for the year ended March 31,2022, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2022 and of the profit/(loss) of the Company for the financial year ended on the said date;
c. t he 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;
d. the Directors have prepared the annual accounts on a ‘going concern? basis;
e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company; work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee; the Board is of the opinion that the Company?s internal financial controls were adequate and effective during FY2022.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANK- RUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT 31 MARCH, 2022
There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.
ACKNOWLEDGEMENTS
The Board is thankful to the Shareholders, Bankers and Customers of the Company for their continued support. It also takes this opportunity to express gratitude to its various suppliers and its partners for their continued co-operation, support and assistance. Above all, the Board expresses its appreciation to each and every employee for his / her contribution, dedication and sense of commitment to the Company?s objectives.