Dear Shareholders GR Cables Limited Hyderabad.
Your Directors are pleased to present the 28th Annual Report along with the auditedaccounts of your Company for the financial year ended March 31 2019.
The financial highlight is depicted below: (Rs. In Lakhs)
|Particulars ||2018-19 ||2017-18 |
|Gross Income ||0.00 ||0.05 |
|Profit Before Interest and Depreciation ||(16.58) ||19.65 |
|Finance Charges ||0.00 ||0.00 |
|Operating Profit/Loss before Depreciation ||(16.58) ||19.65 |
|Depreciation ||0.00 ||0.00 |
|Profit/Loss for the year ||(16.58) ||19.65 |
Review of Operations:
During the year under review your company could not achieve any significant turnover.However the company is continuously exploring new areas of business wherein there will beimprovement in operation from the next financial year onwards.
The management is exploring various options to raise the required funds to make thecompany operational.
Change in the nature of business
During the year the company has not changed its Business.
Material Changes and Commitments
No material changes and commitments have occurred between the end of financial year ofthe company and the date of this report affecting the financial position of the company asat March 31 2019.
Details of significant and material orders passed by the regulators/ courts/ tribunalsimpacting the going concern status and the Company's operations in future
There are no significant material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.
In view of accumulated losses your Directors have not recommended any dividend onEquity Shares for the year under review.
Transfers to Reserves
Your Board of Directors does not appropriate any amount to be transferred to GeneralReserves during the year under review.
During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act 2013 read with rules made there under.
Authorized Share Capital: During the year under review there was no change inauthorized share capital of the Company. Authorized share capital of the company as onMarch 31 2019 was Rs.340000000 comprising of 34000000 equity shares of Rs.10 each.
Paid-up Share Capital: During the year under review there was no change in paid upshare capital of the Company. Paid up share capital of the company as on March 31 2019was Rs.288948610 comprising of 28894861 equity shares of Rs.10/- each.
Buy Back of Securities: The Company has not bought back any of its securitiesduring the year under review.
Sweat Equity: The Company has not issued any Sweat Equity Shares during the yearunder review.
Bonus Shares: The Company has not issued any bonus shares during the year underreview.
Employees Stock Option: The Company has not provided any Stock Option Scheme to theemployees.
Subsidiaries Joint Ventures and Associate Companies
The Company does not have any Subsidiary Joint venture or Associate Company.
Particulars of Loans Guarantees or Investments
During the financial year 2018-19 the Company neither has directly or indirectlygiven any loan to its Directors nor extended any guarantee or provided any security inconnection with any loan taken by them. Further the Company has neither given anyinter-corporate loan / advance nor made any investments in other companies.
Details of Directors or Key Managerial Personnel who were appointed or have resignedduring the Year
In accordance with the Companies Act 2013 and the Articles of Association of theCompany Mr. G.R. Reddy Director of the company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for reappointment and also Mr G.R. Reddywas reappointed as a Managing Director on 31.01.2019 for a further period of 3 years.
In order to comply with the SEBI (Listing Obligations and Disclosure Requirements)Regulations on Board composition of Promoter Directors and Independent Directors theBoard appointed Mrs. P. Beena Naidu and Mrs.K. Lakshmi Sree were appointed as anAdditional Directors (Independent Directors) of the Company at their meeting held on15.05.2019 under Section 161 of the Companies Act 2013. The appointment is subject to theapproval of the shareholders at the ensuing Annual General Meeting. The Company alsoreceived
i) consent in writing to act as a Directors in Form DIR-2 pursuant to Rule 8 of theCompanies (Appointment & Qualification of Directors) Rules 2014;
ii) intimation in Form DIR-8 pursuant to terms of the Companies (Appointment &Qualification of Directors) Rules 2014 to the effect that they are not disqualified asper Section 164(2) of the Companies Act 2013; and
iii) a declaration to the effect that he meets the criteria of independence as providedunder Section 149 of the Companies Act 2013.
Mrs. P. Beena Naidu and Mrs.K. Lakshmi Sree Independent Directors shall hold officefor a term of 3 years from 01.10.2019 to 30.09.2022
Key Managerial Personnel
Mr. G.R. Reddy is the Managing Director MR G.V.B.R. Reddy Whole time Director and Mr.CH. Renuka Rao CFO of the company.
Declaration by Independent Directors
The Independent Directors of the Company have submitted their declarations as requiredunder Section 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as per sub-section (6) of Section 149 of the Act.
Familiarization programme for Independent Directors
The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.
Independent Directors' Meeting
The Independent Directors met on 31.01.2019 without the attendance of Non-IndependentDirectors and members of the Management. The Independent Directors reviewed theperformance of Non-Independent Directors and the
Board as a whole; the performance of the Chairman of the Company taking into accountthe views of Executive Director and Non-Executive Directors and assessed the qualityquantity and timeliness of flow of information between the Company Management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.
The Board adopted a formal mechanism for evaluating its performance as well as that ofits Committees and individual Directors including the Chairman of the Board. The exercisewas carried out through a structured evaluation process covering various aspects of theBoard functioning such as composition of the Board & committees experience &competencies performance of specific duties & obligations contribution at themeetings and otherwise independent judgment governance issues etc.
Directors Responsibility Statement
The Directors' Responsibility Statement referred to in Clause (c) of Sub-Section (3) ofSection 134 of the Companies Act 2013 shall state that-
(i) In the preparation of the accounts for the period ended 31st March 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures.
(ii) The Directors have selected accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as give a true and fairview of the state of affairs of the company at the end of the year and of the profit andLoss of the company for the year under review.
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the companies Act 2013for safeguarding the assets of the company and for preventing fraud and otherirregularities.
(iv) The Directors have prepared the accounts for the period ended 31st March 2019 on a"going concern" basis.
(v) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Meetings of the Board
The Board of Directors duly met 5 times during the financial year from 1st April 2018to 31st March 2019 the details are given in the Corporate Governance
Report. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013 and Secretarial Standard-1.
The terms of reference of the Committee are in line with the requirements of the Actand Regulation 19 read with Part D of Schedule II to the Listing Regulations. TheNomination and Remuneration Committee has recommended to the Board a Nomination andRemuneration policy with respect to appointment / nomination and remuneration payable forthe Directors Key Managerial Personnel and senior level employees of the Company. Thedetails of policy provided in the Corporate Governance Report which forms part of thisReport.
Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees:
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in separate annexure I forming part of this Report since the company is notpaying any remuneration to the Managing Directors Whole time directors and otherindependent directors during the year.
There are no employees whose particulars need to be furnished pursuant to Rule 5(2) TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Information on Conservation of Energy Technology Absorption & Foreign ExchangeEarnings and outgo
Pursuant to the provisions of Section 134 (3) (m) of the Companies Act 2013 read withRule 3 of Companies (Accounts) Rules 2014 the relevant information pertaining toconservation of energy technology absorption foreign exchange earnings and outgo isappended hereto as Annexure - II and forms part of the Board's Report.
The Company is committed to good corporate governance in line with scheduled V oflisting Regulations 2015 and Provisions Rules and Regulations of the Companies Act 2013.The Company is in compliance with the provisions on corporate governance specified in theListing Agreement with BSE. A certificate of compliance from M/s. TRM & AssociatesChartered Accountants and the report on Corporate Governance form part of this Directors'Report
Extract of Annual Return
As required by Section 92(3) of the Act read with Rule 12(1) of the Companies(Management and Administration) Rules 2014 extract of the Annual Return in Form MGT-9 isavailable on the Company's website at www.grcables.com.
M/s. TRM & Associates & Co. Chartered Accountants (Firm RegistrationNo.009224S) were appointed as Statutory Auditors of your Company to hold office from theconclusion of the 27TH AGM held in the year 2018 until the conclusion of the 32ND AGM tobe held in the year 2023.
Accordingly M/s. TRM & Associates & Co Chartered Accountants StatutoryAuditors of the Company will continue till the conclusion of Annual General Meeting to beheld in 2023. In this regard the Company has received a Certificate from the Auditors tothe effect that their continuation as Statutory Auditors would be in accordance with theprovisions of Section 141 of the Companies Act 2013.
The Statutory Auditors have issued unmodified opinion in their Consolidated andStandalone Auditor's Report for the financial year ended 31st March 2019 and there are noqualifications reservations or adverse remarks in the Auditor's Report.
Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the Statutory Auditors in their reports
There were no qualifications reservations or adverse remarks made by the Auditors intheir report.
In terms of the provisions of Section 148 of the Companies Act 2013 read with Rule 3& 4 of The Companies (Cost Record and Audit) Rules 2014 and all other applicableprovisions of the Companies Act 2013 the Cost Audit is not applicable to the Company.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Company had appointed M/s. For B S S & Associates Company Secretariesto undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY2018-2019 is annexed which forms part of this report as Annexure - III.
Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the Secretarial Auditor in their reports
The Secretarial Auditor's Report contains the qualifications reservation or adverseremarks pertaining to non-compliance of Section 203 of the Companies Act 2013 in respectof appointment of Company Secretary as Key Managerial Person and delay in submission ofcompliances to the Stock Exchange. The
Board has made utmost effort for appointment of the Company Secretary as Key ManagerialPerson but has not been able to appoint a Company secretary due to lack of suitability ofthe candidate to the profile of the Company in terms of Job profile and remuneration.Company is ensure that to do all the compliances as per SEBI (LODR) Regulations 2015 andfile various e-forms/ reports/documents with Registrar of Companies and stock exchange.
Internal Financial control system and their adequacy:
The Board of your Company has laid down internal financial controls which comply withthe provisions of the Companies Act 2013 and Listing Regulation with Stock Exchange andthat such internal financial controls are adequate and operating effectively. Your Companyhas adopted policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
The Board of the Company has formed a Risk Management Committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls.
Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the ListingRegulation the Board has adopted Whistle Blower Policy. This policy aims for conductingthe affairs in a fair and transparent manner by adopting highest standards ofprofessionalism honesty integrity and ethical behavior.
A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. The policyalso provided adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairman of the Audit Committee in exceptionalcases. Your Company hereby affirms that during the year no Director / employee have beendenied access to the Chairman of the Audit Committee and that no complaints were received.
Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees:
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in separate annexure forming part of this Report since the company is notpaying any remuneration to the Managing Directors Whole time directors and otherindependent directors during the year. There are no employees whose particulars need to befurnished pursuant to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
Corporate Social Responsibility (CSR) Initiatives:
Section 135 of the Companies Act 2013 provides the threshold limit for applicabilityof the CSR to a Company ie.
(a) networth of the Company to be Rs.500 crore or more; or
(b) turnover of the company to be Rs.1000 crore or more; or
(c) net profit of the company to be Rs.5 crore or more. As the Company does not fallunder any of the threshold limits given above the provisions of section 135 are notapplicable to the Company.
Your Company is committed to maintain the highest standards of Corporate Governance. Asrequired under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)2015 read with the Listing Agreement entered with the Stock Exchanges CorporateGovernance as well as the Auditors' certificate on the compliance of Corporate Governanceare annexed and form part of the Annual Report.
Composition of Audit Committee
The Composition of the Audit Committee is provided in the Corporate Governance Reportforming part of this report. All the recommendations made by the Audit Committee wereaccepted by the Board.
Particulars of Contracts & Arrangements with Related Parties
There were no materially significant transactions with Related Parties during thefinancial year 2018-19
Company's Policy on Prohibition Prevention and Redressal of Sexual Harassment of Womenat Workplace
The Company prohibits any form of sexual harassment and any such incidence isimmediately investigated and appropriate action taken in the matter against the offendingemployee(s) based on the nature and the seriousness of the offence. The Company has apolicy on Prohibition Prevention and Redressal of Sexual Harassment of Women at Workplace(the Policy) and matters connected therewith or incidental thereto covering all theaspects as contained under the "The Sexual Harassment of Women at Workplace(Prohibition Prevention and Redressal) Act 2013" notified by the Government ofIndia vide Gazette Notification dated 23rd April 2013. There was no case of sexualharassment reported during the year under review.
As the Members are aware your Company's shares are tradable compulsorily in electronicform and your Company has established connectivity with both National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In viewof the numerous advantages offered by the depository system the members are requested toavail the facility of Dematerialization of the Company's shares on NSDL & CDSL. TheISIN allotted to the Company's Equity shares is INE769B01010.
The company believes that the quality of its employees is the key to its success in thelong run and is committed to provide necessary human resource development and trainingopportunity to equip them with skills which would enable them to adapt contemporarytechnological advances.
Your Directors are grateful to the large number of shareholders of the Company theGovernment of India Customers and bankers including vendors suppliers stake holders andthe dedicated employees of the company for their continued cooperation assistance andsupport to the company.
For and on behalf of the Board of Directors of G.R.Cables Limited
|G.R. Reddy ||G.V.B.R.Reddy |
|Managing Director ||Whole-time Director |
|Place: Hyderabad || |
|Date: 14.08.2019 || |