You are here » Home » Companies » Company Overview » G R Cables Ltd

G R Cables Ltd.

BSE: 517564 Sector: Engineering
NSE: N.A. ISIN Code: INE769B01010
BSE 00:00 | 04 Mar G R Cables Ltd
NSE 05:30 | 01 Jan G R Cables Ltd
OPEN 0.37
PREVIOUS CLOSE 0.37
VOLUME 1370
52-Week high 0.37
52-Week low 0.31
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.39
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.37
CLOSE 0.37
VOLUME 1370
52-Week high 0.37
52-Week low 0.31
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.39
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00

G R Cables Ltd. (GRCABLES) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 26th Annual Report along with the auditedaccounts of your Company for the financial year ended March 31 2017.

Financial Performance:

The financial highlight is depicted below:

(Rs. In Lakhs)
Particulars 2016-17 2015-16
Gross Income 3.92 6.13
Profit Before Interest and Depreciation (19.63) (21.99)
Finance Charges 0.00 0.00
Operating Profit/Loss before Depreciation (19.63) (21.99)
Depreciation 0.00 0.00
Profit/Loss for the year (19.63) (21.99)

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 Rs.3.92 Lakhs for the year ended 31.03.2017 asagainst Rs.6.13 Lakhs for the previous year ended 31.03.2016. The company incurred a lossof Rs.19.63 Lakhs as against a loss of Rs. 21.99 Lakhs in the previous year.

Future Outlook

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 2017.

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.

Dividend

In view of accumulated losses your Directors have not recommended any dividend onEquity Shares for the year under review.

Transfers to Reserves

1. Your Board of Directors does not appropriate any amount to be transferred to GeneralReserves during the year under review.

Fixed Deposits

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.

Share Capital:

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 2017 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 2017was Rs.288948610 comprising of 28894861 equity shares of Rs.10 each. Buy Back ofSecurities: The Company has not bought back any of its securities during the year underreview.

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 2016-17 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 on August14 2015 and approval of members will be taken in the Annual general meeting held on30.09.2015.

Mr. A.Ranganayakulu was appointed by the Board in its Meeting held on October 10 2014.Dr. S.R.Govinda Rajan Mr. P.Ramesh Babu and Mr. A.Ranganayakulu Non-Executive 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.

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 13.02.2017 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 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.

Board Evaluation:

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 2017 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 2017 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 4 times during the financial year from 1st April 2016to 31st March 2017 the details of which are given in the Corporate Governance Report.The maximum interval between any two meetings did not exceed 120 days as prescribed inthe Companies Act 2013 and Secretarial Standard -1.

Remuneration Policy

In compliance to the provisions of Section 178 of the Companies Act 2013 andRegulation 19 of the Listing Regulation entered into with the Stock Exchanges 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 (Annexure-III) forming part of this Report since the companyis not paying 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 - IV and forms part of the Board's Report.

Corporate Governance

The Company is committed to good corporate governance in line with the ListingAgreement (upto 30th November 2015) and scheduled V of listing Regulations 2015 (witheffect from 1st December 2015) and Provisions Rules and Regulations of the Companies Act2013. The Company is in compliance with the provisions on corporate governance specifiedin the Listing Agreement with BSE. A certificate of compliance from M/s. Srinivas P &Associates Chartered Accountants and the report on Corporate Governance form part of thisDirectors' Report

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 - Ito the Board's Report.

Auditors & Auditors' Report:

In terms of the provisions of Section 139(1) of Companies Act 2013 (the"Act") no listed company can appoint or re-appoint an audit firm as auditor formore than two terms of five consecutive years. The Act further prescribes as per section139(2) that the Company shall comply with requirements within a period not later than thedate of First AGM held after three years from the commence of this Act.

M/s. Srinivas P & Associates Chartered Accountants (Firm Registration No.006987S)Statutory Auditors of the Company have completed two consecutive terms of five years each.In terms of their appointment made at the 23rd AGM held on 30th September 2014 theyshall hold office of the auditors up to the conclusion of the 26th AGM. Your company'sBoard placed on record its appreciation and gratitude to M/s. Srinivas P & Associatesthe retiring Statutory Auditors for their long association with the Company and alsothanked to Mr.P Srinivas and his associates for their invaluable guidance rendered to thecompany.

Based on the recommendations of the Audit Committee and subject to the approval of theshareholders it is proposed to appoint M/s. TRM & Associates (Firm RegistrationNo.009224S) Chartered Accountants as Statutory Auditors of the Company for a period of 5years commencing from the conclusion of 26th AGM till the conclusion of the 31st AGM.M/s. TRM & Associates Chartered Accountants have consented to the said appointmentand confirmed that their appointment if made would be within the limits specified underSection 141(3)(g) of the Act.

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.

Cost Audit

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 FY2016-2017 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 appointingIndependent director/ pending of forms to be filed with Registrar of Companies and StockExchange. The Board has made utmost effort for appointment of the Company Secretary as KeyManagerial Person but has not been able to appoint a Company secretary due to lack ofsuitability of the candidate to the profile of the Company in terms of Job profile andremuneration. Company is in the process of filing various e-forms/reports/documents withRegistrar 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.

Risk Management

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 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 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 tobe Rs.5 crore or more. As the Company does not fall under any of the threshold limitsgiven above 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 Board's Report.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. Asrequired under Regulations 17 of the SEBI (Listing Obligations and DisclosureRequirements) 2015 read with the Listing Agreement entered with the Stock ExchangesCorporate Governance as well as the Auditors' certificate on the compliance of CorporateGovernance are 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 2016-17

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.

Depository system

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.

Human Resources

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.

Acknowledgements

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
Place: Hyderabad G.R. Reddy G.V.B.R.Reddy
Date: 11.08.2017 Managing Director Whole-time Director