G R Cables Ltd.
|BSE: 517564||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE769B01010|
|BSE LIVE 13:42 | 04 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 517564||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE769B01010|
|BSE LIVE 13:42 | 04 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
To the Members
Your Directors are pleased to present the 24th Annual Report along with the auditedaccounts of your Company for the financial year ended March 312015.
The financial highlight is depicted below: (Rs. In Lakhs)
Review of Operations
During the year under review your company could not achieve any significant turnoveras operations could not be carried due to lack of working capital facilities from thebanks and could achieve a turnover of ' 06.82 Lakhs for the year ended 31.03.2015 asagainst ' 12.44 Lakhs for the previous year ended 31.03.2014. The company incurred an lossof ' 19.43 Lakhs as against an loss of ' 20.01 Lakhs in the previous year.
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 312015.
Details of significant and material orders passed by the regulators/ courts/ tribunalsimpacting the going concern status and the Companys 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 312015 was ' 340000000 comprising of 34000000 equity shares of ' 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 2015was ' 288948610 comprising of 28894861 equity shares of ' 10 each.
Buy Back of Securities: The Company has not bought back any of its securities duringthe year under review.
Sweat Equity: The Company has not issued any Sweat Equity Shares during the year underreview.
Bonus Shares: The Company has not issued any bonus shares during the year under review.
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 2014-15 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.
Directors and Key Managerial Personnel
In accordance with the Companies Act 2013 and the Articles of Association of theCompany Mr. G.V.B.R. Reddy Director of the company retires by rotation at the ensuingAnnual General Meeting and being eligible offer him-self for re-appointment.
Mr. G.V.B.R.Reddy was appointed as Whole-time Director in their Board Meeting held onAugust 14 2015 and approval of members will be taken in the Annual general meeting heldon 30.09.2015.
Mr. A.Ranganayakulu was appointed by the Board in its Meeting held on October 30 2014.Dr. S.R.Govinda Rajan Mr. P.Ramesh Babu and Mr. A.Ranganayakulu NonExecutive IndependentDirectors of the company are re-appointed as Independent Directors of the Company in theensuing Annual General meeting in accordance with Section 149 of the Companies Act 2013and clause 49 of the listing agreement for a period of five years. The profiles of thereappointed directors are mentioned elsewhere in the report.
Mr. Ch.Renuuka Rao was appointed as Chief Financial Officer of the Company. Declarationby 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 14.02.2015 without the attendance of NonIndependentDirectors and members of the Management. The Independent Directors reviewed theperformance of Non-Independent Directors and the Board as a whole; the performance of theChairman of the Company taking into account the views of Executive Director andNon-Executive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto 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) of Section 134 of the Companies Act 2013 shall state that-
(i) In the preparation of the accounts for the period ended 31st March 2015 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 2015 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
During the year 4 (Four) Board Meetings were convened and held. The details are givenin the Corporate Governance Report. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013. The details of Board meetings and theattendance of the Directors are provided in the Corporate Governance Report which formspart of this Report.
In compliance to the provisions of Section 178 of the Companies Act 2013 and Clause 49of the Listing Agreement entered into with the Stock Exchanges the Nomination andRemuneration Committee has recommended to the Board a Nomination and Remuneration policywith respect to appointment / nomination and remuneration payable for the Directors KeyManagerial Personnel and senior level employees of the Company. The details of policyprovided in the Corporate Governance Report which forms part of this Report.
Management Discussion and Analysis
A report on Management Discussion & Analysis for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India isprovided in a separate section forming part of this Annual Report and is enclosed asAnnexure - I.
Extract of Annual Return
In accordance with the provisions of Section 134(3(a) of the Companies Act 2013 anextract of the Annual Return in Form MGT-9 is appended as Annexure - II to theBoards Report.
Auditors & Auditors' Report:
M/s. Srinivas P & Associates Chartered Accountants (Firm Registration No.006987S) the Statutory Auditors of the Company will retire at the conclusion of theensuing Annual General Meeting and are eligible for re-appointment. Your Company hasreceived letter from M/s. Srinivas P & Associates Chartered Accountants to theeffect that their appointment if made would be within the prescribed limits underSection 141 of the Companies Act 2013 read with rules made thereunder and that they arenot disqualified for such appointment.
Your Directors recommend the re-appointment of M/s. Srinivas P & AssociatesChartered Accountants as Statutory Auditors of the Company to hold office for a period ofthree (3) years i.e. from the conclusion of this Annual General Meeting (AGM) till theconclusion of 27th AGM of the Company to be held in the calendar year 2018.
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. B S S & Associates Company Secretaries toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY2014-2015 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 Auditors Report contains the qualifications reservation oradverse remarks pertaining to non compliance of Section 203 of the Companies Act 2013 inrespect of appointment of Company Secretary as Key Managerial Person and delay inappointing Independent director/ pending of forms to be filed with Registrar of Companiesand Stock Exchange. The Board has made utmost effort for appointment of the CompanySecretary as Key Managerial Person but has not been able to appoint a Company secretarydue to lack of suitability of the candidate to the profile of the
Company in terms of Job profile and remuneration. Company is in the process of filingvarious e-forms/reports/documents with Registrar of Companies and stock exchange.
Internal Financial control system and their adequacy:
The Company has a well-established system of internal control in operations whichcomplies with the relevant provisions of Internal Control under theCompanys Auditors Report Order 2003 and as prescribed under revised Clause 49of the Listing Agreement with Stock Exchanges. Internal Audit department put in place andadequate controls are continuously reviewed and risks of inaccurate financial reportingand fraud if any are dealt with immediately and eliminated. The status of implementationof recommended solutions are regularly reviewed and presented to the Audit Committee ofthe Board.
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 Clause 49 of the Listing Agreement theBoard has adopted Whistle Blower Policy. This policy aims for conducting the affairs in afair and transparent manner by adopting highest standards of professionalism honestyintegrity 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 be furnished pursuant to Rule 5(2) TheCompanies (Appointment and Remuneration of Managerial 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 ' 500 crore or more; or (b)turnover of the company to be ' 1000 crore or more; or (c) net profit of the company tobe ' 5 crore or more. As the Company does not fall under any of the threshold limits givenabove the provisions of section 135 are not applicable to the Company.
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 - V and forms part of the Boards Report.
A separate report on Corporate Governance Report as stipulated by Clause 49 of theListing Agreement forms part of this Annual Report along with the required Certificatefrom a Practicing Company Secretary regarding compliance of the conditions of CorporateGovernance as stipulated by Clause 49 of the Listing Agreement.
In compliance with Corporate Governance requirements as per Clause 49 of the ListingAgreement your Company has formulated and implemented a Code of Business Conduct andEthics for all Board members and senior management personnel of the Company who haveaffirmed the compliance thereto.
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 2014-15
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 Companys shares are tradable compulsorily inelectronic form and your Company has established connectivity with both NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). In view of the numerous advantages offered by the depository system the membersare requested to avail the facility of Dematerialization of the Companys shares onNSDL & CDSL. The ISIN allotted to the Companys 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.