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GTN Industries Ltd.

BSE: 500170 Sector: Industrials
NSE: GTNIND ISIN Code: INE537A01013
BSE 15:40 | 22 Feb 16.95 -0.10
(-0.59%)
OPEN

16.70

HIGH

17.80

LOW

16.60

NSE 15:31 | 22 Feb 16.95 0
(0.00%)
OPEN

17.70

HIGH

17.70

LOW

16.40

OPEN 16.70
PREVIOUS CLOSE 17.05
VOLUME 3984
52-Week high 26.25
52-Week low 14.80
P/E
Mkt Cap.(Rs cr) 30
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.70
CLOSE 17.05
VOLUME 3984
52-Week high 26.25
52-Week low 14.80
P/E
Mkt Cap.(Rs cr) 30
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GTN Industries Ltd. (GTNIND) - Director Report

Company director report

To the Members

Your Directors are presenting the 55th Annual Report together with theAudited Statements of Account for the year ended 31st March 2017.

FINANCIAL RESULTS

Year ended 31st March 2017 Year ended 31st March 2016
INCOME
Net Sales/Income from operations* 28384 28006
Other Income 247 210
Variation in Stock (207) 182
Total 28424 28398
EXPENDITURE
a) Cost of Materials** 17468 16913
b) Staff Cost 2782 2742
c) Power & Fuel 2851 3271
d) Other expenditure 3148 3071
Total 26249 25997
OPERATING PROFIT 2175 2401
Interest 1824 1832
Profit/(Loss) before Depreciation and Taxation
351 569
Depreciation 877 123
PROFIT/(LOSS) BEFORE TAX (526) 446
Exceptional items (122) (942)
MAT Credit Entitlement - 43
Provision for Deffered Tax - (97)
PROFIT/(LOSS) AFTER TAX (648) (442)

* Sales includes Traded goods of Rs.270 lacs (Previous Year Rs.566 lacs).

** Cost of Material includes Trading purchases of Rs. 253 lacs (Previous Year Rs.527lacs).

DIVIDEND

In view of the Net loss incurred by the Company during the year to conserve availableresources and considering that company is still under CDR your Directors have notrecommended any Dividend for the year.

PERFORMANCE REVIEW

During the Financial Year under review the Company has achieved turnover of Rs.28384lacs against Rs.28006 lacs in the corresponding previous year. The operating profit afterconsidering exceptional expenses but before interest depreciation and tax were higher byRs.594 lacs and Net loss before Tax is higher by Rs.152 lacs as compared to thecorresponding previous year.

CORPORATE DEBT RESTRUCTURING

The Company has complied with all the terms stipulated by the CDR. Further CDR-EG hasapproved a scheme Cost of Rs.60 Crores with Term Loan of Rs.45 Crores for resourcing longterm operational requirements of the Company. All the lenders have also approved thescheme and promoters have brought in their share of Rs.15 Crores.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 of the Companies Act 2013 your Directorsconfirm that: -

a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your company at the end of the financial year and of the Lossof the Company for that year;

c) they have taken proper and sufficient care for the maintenance of the adequateaccounting records in accordance with the provisions of the Companies Act 1956 and TheCompanies Act 2013 for safeguarding the assets of your Company and for preventing anddetecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively;

CORPORATE GOVERNANCE

Your Directors affirm their commitments to the Corporate Governance Standardsprescribed by the Securities and Exchange Board of India (SEBI). A report on CorporateGovernance with Management Discussion and Analysis as required under Regulation 27 of theSEBI Regulations are attached as Annexure.

FIXED DEPOSITS

Company is not accepting Fixed Deposits from the public/ shareholders.

DIRECTORS

In accordance with the provisions of the Companies Act 2013 and the Company's Articlesof Association.

Shri C. George Joseph Director will retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for reappointment.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of The Companies Act 2013 and Regulation27 of the SEBI Regulations.

PERFORMANCE EVALUATION

The Board undertook the initative to conduct a formal evaluation of its own performanceand that of its committees & individual Directors. The Nomination & RemunerationCommittee led the evaluation process. The Independent Directors reviewed the performanceof non-independent Directors the Chairperson of the Company and the Board as a whole.

The Board would use the results of the evaluation process constructively to improve itseffectiveness optiomize individual strength of Directors and deliver performance &overall growth for the Company.

POTENTIALLY SICK COMPANY UNDER THE PROVISION OF SICK INDUSTRIAL COMPANIES (SPECIALPROVISION) ACT 1985

The Company has been classified as a potentially sick company during 2015-16 andintimated to the BIFR on 27th Oct 2016 after approval of shareholders.

AUDITORS

i) Statutory Auditors :

M/s. Lodha & Co. Chartered Accountants Mumbai the statutory Auditors of theCompany hold office till the conclusion of the 55th Annual General Meeting of the Company.The Board has recommended the appointment of M/s. Bagaria & Co. LLP. CharteredAccountants Mumbai as the Statutory Auditors of the Company in their place. for a termof 5 (Five) years from the conclusion of the 55th Annual General Meeting of the Companyscheduled to be held in the year 2017 till the conclusion of the 60th Annual GeneralMeeting to be held in the year 2022 for approval of shareholders of the Company based onthe recommendation of the Audit Committee.

ii) Cost Auditors :

M/s. S T R Associates Cost Accountants were appointed by the Board of Directors asCost Auditors of your Company for the year ended 31st March 2017.

For the Financial Year 2017-18 Cost Auditor proposed remuneration of Rs.2.00 lacs isrecommended to the Shareholders for approval.

iii) Secretarial Audit :

According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Company Secretary in Practice is enclosed as a partof this report

Annexure-II

PERSONNEL & INDUSTRIAL RELATIONS

During the year in Nagpur Unit some un-social elements (not connected with RegisteredUnion) from Saoner town formed illegal union and gave charter of demands and stopped someworkers to attend their duties at our Nagpur plant resulting in disruption of operationsfrom 4th March 2017 to 4th May 2017.

Howeverthe operations have restarted from 5th May 2017 and workmen have resumed work.Except this the Industrial relations were cordial and satisfactory at both units ofthe Company. There were no employees whose particulars are to be given in terms ofSection 134 of the Companies Act 2013 read with the Companies (Particulars of Employees)Rules 1975.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134 (3) (m) of the Companies Act 2013 read withRule 8 of Companies (Disclosure of particulars in the Report of Board of Directors) Rules2014 are set out in Annexure - I attached hereto and forms part of this report.

VIGIL MECHANISM POLICY

In pursuance to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism Policy for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.gtnindustries.com under investors/policy documents/Vigil Mechanism Policy link.

RELATED PARTY TRANSACTIONS POLICY

In pursuance to the provisions of Section 188 of Companies Act 2013 companyestablished Related Party Transaction Policy.

Related party transactions that were entered during the financial year were at an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee/Board for its omnibus approvaland the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-III

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 theRules there under and the Listing Agreement. This Policy was considered and approved bythe Board has been uploaded on the website of the Company at www.gtnindustries.comunder investors/ policy documents/Related Party Policy link.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is Annexed-IVherewith

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

OTHER MANAGEMENT POLICIES

The following policies are placed in company's website.

1) Policy for dertermining materiality of events.

2) Policy on preservation of documents.

3) Policy on code of conduct for Board Members.

4) Nomination and Remuneration Policy.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to CDR- EG Central Bank of IndiaState Bank of India IDBI Bank Limited and Export-Import Bank of India (Exim Bank) theconcerned Departments of the State and Central Government Employees and Shareholders ofthe Company for their valuable assistance support and co-operation to the Company.

For and on behalf of the Board

M.K. PATODIA

Chairman & Managing Director

Place: Hyderabad Date : 26th May 2017

Information as per Section 134 (3) (m) and read with Rule 8( 3) (A) (B) (C) ofCompanies (Accounts) Rules 2014 and forming part of the Directors' Report:

A. Conservation of Energy

The Company is making all round efforts for the conservation of energy. To reduce theenergy cost energy efficient equipments are being used and purchased from outside. Totalenergy consumption and energy consumption per unit of production as prescribed in form– A is as under:

Particulars Year ended 31st March 2017 Year ended 31st March 2016
I. Power Consumption
1 Electricity
a) Purchased (Units in lacs) 559.50 583.42
Total amount (Rs. In lacs) 2816.32 3260.65
Rate per unit (Rs.) 5.03 5.59
b) Own generation through Diesel
Generator (units in lacs) 2.10 0.83
Units per liter of diesel oil 3.52 3.51
Cost per unit (Rs.) 15.76 12.54
2 Coal Nil Nil
3 Furnace Oil (low sulphur high stock oil) Nil Nil
4 Other internal generation Nil Nil
II. Consumption per unit of production
a) Electricity – Units per Kg. Yarn 7.38 5.86
b) Furnace Oil (low sulphur high stock oil) Ltrs. per Kg/unit. - -

B. Technology Absorption

Efforts made in Technology Absorption as per Form B:

Indigenous technology alone is used and Research and Development are carried out by aseparate Textile Research Association for Textile Units situated Southern Region (SITRA).

C. Foreign Exchange Earnings & Outgo

Total Foreign Exchange earned and used excluding capital goods Components &Spares.

Earned : Rs.9709.51 lacs (Previous year Rs.10533.55 lacs)

Used : Rs.7097.54 lacs (Previous year Rs.6008.38 lacs)