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|
|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|
Your Directors have pleasure in presenting the Directors' Report and the AuditedStatement of Accounts of the Company for the Financial Year ended 31st March 2020.
FINANCIAL SUMMARY/HIGHLIGHTS OPERTAIONS STATE OF AFFAIRS: The performance of theCompany during the year has been as under:
REVIEW OF OPERATIONS:
During the year under review the were no operations and the Company has incurred lossof Rs. 24.21 lakhs against loss of Rs. 16.59 lakhs during the previous financial year2018-19.
PERFORMANCE AND FUTURE OUTLOOK
The management is exploring various options to raise the required funds to make theCompany operational.
IMPACT OF COVID-19 ON THE OPERATIONS OF THE COMPANY
Since the operations are paused the company is not impacted by the Covid-19 in anymanner.
CHANGE IN THE NATURE OF THE BUSINESS IF ANY:
During the period under review and the date of Board's Report there was no change inthe nature of Business.
During the year your Company has not transferred any amount to General Reserve Accounton account of losses.
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 2020 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 2020was Rs.288948610 comprising of 28894861 equity shares of Rs.10/- each.
ISSUE OF SHARES
During the year under review the Company has not issued any shares.
Considering the losses incurred by the Company during the year your Directors havedecided not to recommend dividend for the year.
UNPAID / UNCLAIMED DIVIDEND
There is no amount of dividend lying the unpaid or unclaimed dividend account of theCompany.
SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND
No shares were transferred to the Investor Education and Protection Fund during theyear under review.
MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no major material changes and commitments affecting the financial position ofthe Company after the end of the financial year and up to date of this report.
The Board of Directors duly met Five (5) times during the year under review. The dateson which the meetings were held are 30.05.2019 14.08.2019 31.08.2019 14.11.201912.02.2020.
APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS / CEO/ CFO AND KEYMANANGERIAL PERSONNEL:
? Mr. G V B R Reddy is being re-appointed as whole-time Director and Mr. ARanganayakulu is being re-appointed as Independent Director of the
Company. The Board of Directors at its meeting held on 15.09.2020 has approved there-appointment of Mr. G V B R Reddy as whole-time Director and Mr. A Ranganayakulu isbeing re-appointed as Independent Director and seeks approval of the members of theCompany resolution and explanatory statement of which is included the notice of theAnnual General Meeting.
Resignation of Directors:
? Mrs. Chilukuri Mariamma Nominee Director of APIDC has resigned from the Board of theCompany w.e.f. 14.04.2020.
? Mr. S R Govindarajan have completed their tenure of 5 years as Independent Directorsand have not opted for re-appointment and as a result Mr. S R Govindarajan cease to beIndependent Directors of the Company.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Independent Directors of the Company to theeffect that they are meeting the criteria of independence as provided in Sub-Section (6)of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
Further the Company has also received declarations from the independent directors tothe effect that they have complied with the Code of Conduct of Independent Directors asprescribed in Schedule IV of the Companies Act 2013.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
Independent Directors are familiarized about the Company's operations and businesses.Interaction with the Business heads and key executives of the Company is also facilitated.Detailed presentations on important policies of the Company is also made to the Directors.Direct meetings with the Chairman are further facilitated to familiarize the incumbentDirector about the Company/its businesses and the group practices.
The details of familiarisation programme held in FY 2019-2020 are also disclosed on theCompany's website.
PROFICIENCY OF DIRECTORS
The Company is making efforts in the process of registration of Independent Directorswith the Indian Institute of Corporate Affairs. All the Independent Directors except Mr. ARanganayakulu and Mr. S R Govinda Rajan who are exempted from appearing the proficiencytest shall undertake the test as prescribed.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The assessment and appointment of Members to the Board is based on a combination ofcriterion that includes ethics personal and professional stature domain expertisegender diversity and specific qualification required for the position. The potential BoardMember is also assessed on the basis of independence criteria defined in Section 149(6) ofthe Companies Act 2013 and Regulation 27 of SEBI (LODR) Regulations 2015.
In accordance with Section 178(3) of the Companies Act 2013 Clause 49 (IV) (B) of theListing Agreement and Regulation 19(4) of SEBI (LODR) Regulations 2015 on therecommendations of the Nomination and Remuneration Committee the Board adopted aremuneration policy for Directors Key Management Personnel (KMPs) and Senior Management.The Policy is attached as an Annexure to the Corporate Governance Report.
NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
The Nomination and Remuneration Committee lays down the criteria for performanceevaluation of independent directors Board of Directors and Committees of the Board.
The criteria for performance evaluation is based on the parameters like attendance andparticipation at the meetings of the Board and Committees thereof contribution tostrategic decision making review of financial statements business performance.
The evaluation of Board of Directors is performed by the Board after seeking all theinputs from the Directors and the Board Committees by seeking inputs from the Committeemembers.
The performance evaluation of the individual directors is done by the Nomination andRemuneration Committee.
The performance evaluation of non-independent directors the Board as a whole and theChairman is done by a separate meeting of Independent directors after taking inputs fromthe Executive directors.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(C) and 134(5) of the Companies Act 2013and on the basis of explanation given by the executives of the Company and subject todisclosures in the Annual Accounts of the Company from time to time we state as under:
1. That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
2. That the Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit or loss of the Company for that period;
3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
4. That the Directors have prepared the annual accounts on a going concern basis:
5. That the Directors have lain down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
6. That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
EXTRACT OF ANNUAL RETURN:
As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is a part of this Annual Report in enclosed as Annexure- I.
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 CharteredAccountants Statutory Auditors of the Company will continue till the conclusion of AnnualGeneral Meeting to be held in 2023.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There have been no frauds reported by the auditors u/s 143(12).
DISCLOSURE ABOUT 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.
Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 the Board has appointed Ms. Aakanksha Practicing Company Secretaries toundertake Secretarial Audit of the Company for financial year ending 31.03.2020. Thereport of the Secretarial Auditor is enclosed herewith vide Annexure- II of this Report.
QUALIFICATIONS IN AUDIT REPORTS:
Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made-
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended 31st March 2020 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in the coming years.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report for the year ended 31st March2020 on the Compliances according to the provisions of Section 204 of the Companies Act2013 and the comments of Board on observations in the Secretarial Audit Report aredetailed below:
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given loans Guarantees or made any investments during the yearwhich attracts the provisions of Section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There were no materialsignificant related party transactions made by the Company with the Promoters DirectorsKey Managerial Personnel or the Senior Management which may have a potential conflict withthe interest of the Company at large.
All related party transactions were placed before the Audit Committee/Board forapproval. Prior approval of the Audit Committee was obtained for the transactions whichare foreseen and are in repetitive in nature.
None of the Directors have any pecuniary relationship or transactions with the Companyexcept payments made to them in the form of remuneration rent sitting fees and intereston unsecured loans.
The Company has not entered into any contracts/arrangements with related partiesreferred to Section 188(1) of the Companies Act 2013 including certain arm lengthtransaction during the year and details of the related party transactions disclosedherewith in Form AOC-2 in Annexure- III
CORPORATE SOCIAL RESPONSIBILITY
Section 135 of the Companies Act 2013 provides the threshold limit for applicabilityof the CSR to a Company i.e.
(a) net worth 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.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
During the year under review no Company has become or ceased to become itssubsidiaries joint ventures or associate Company.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /ASSOCIATES/ JOINT VENTURES:
During the year under review the Company does not have any subsidiaries jointventures or associate Companies.
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review there were no operations and hence requirement ofdisclosure of particulars with respect to conservation of energy technology absorptionand foreign exchange earnings and outgo doesn't arise.
(I). AUDIT COMMITTEE:
The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 177of the Companies Act 2013 are included in the Corporate Governance report which formspart of this report.
(II). NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company is constituted in line withthe provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchangesread with Section 178 of the Companies Act 2013 are included in the Corporate Governancereport which forms part of this report.
(III). STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted in line with theprovisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read withSection 178 of the Companies Act 2013 are included in the Corporate Governance reportwhich forms part of this report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013read with Regulation 22 of SEBI (LO&DR) Regulations 2015 a vigil Mechanism forDirectors and employees to report genuine concerns has been established. It also providesfor necessary safeguards for protection against victimization for whistle blowing in goodfaith.
Vigil Mechanism Policy has been established by the Company for Directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 read with Regulation 22 of SEBI (LO&DR) Regulations 2015. Thesame has been placed on the website of the Company.
Your Company has not accepted any deposits falling within the meaning of Sec 73 74& 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014during the financial year under review.
SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:
There are no significant and material orders passed by the regulators /courts thatwould impact the going concern status of the Company and its future operations.
DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.
During the period under review there is no material or serious observations have beennoticed for inefficiency or inadequacy of such controls.
The properties and assets of your Company are adequately insured.
CREDIT & GUARANTEE FACILITIES:
The Company has not availed any Working Capital facilities and Term Loan from Banksduring the year under review.
STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN ANDTHE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT &REMUNERATION) RULES 2014:
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) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Duringthe year NONE of the employees is drawing a remuneration of Rs.10200000/- and above perannum or Rs.850000/- and above in aggregate per month the limits specified under theSection 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company has implemented all of its major stipulations as applicable to the Company.As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations 2015 areport on Corporate Governance duly audited is appended as Annexure- IV for information ofthe Members. A requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is attached to the Report onCorporate Governance.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
The Management Discussion and Analysis Report pursuant to the SEBI (LODR) Regulationappended as Annexure- V for information of the Members.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website www.grcables.com. The policies are reviewed periodically by theBoard and updated based on need and new compliance requirement.
ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:
Your Company always believes in keeping the environment pollution free and is fullycommitted to its social responsibility. The Company has been taking upmost care incomplying with all pollution control measures from time to time strictly as per thedirections of the Government.
We would like to place on record our appreciation for the efforts made by themanagement and the keen interest shown by the Employees of your Company in this regard.
The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy. Duringthe year 2019-2020 there were no complaints received by the Committee.
CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and AmendedRegulations 2018. The Insider Trading Policy of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website www.grcables.com.
The Company is in compliance with the applicable secretarial standards.
EVENT BASED DISCLOSURES
During the year under review the Company has not taken up any of the followingactivities:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of itsshares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016.
No corporate insolvency resolution processes were initiated against the Company underthe Insolvency and Bankruptcy Code 2016 during the year under review.
FAILURE TO IMPLEMENT CORPORATE ACTIONS:
During the year under review no corporate actions were done by the Company.
CEO/ CFO CERTIFICATION:
The Managing Director and CFO certification of the financial statements for the year2019-2020 is annexed in this Annual Report.
Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation of business constituents banksand other financial institutions and shareholders of the Company for their continuedsupport for the growth of the Company.
For and on behalf of the Board G R Cables Limited
G R Reddy
Chairman & Managing Director
FORM NO. MGT - 9
EXTRACT OF ANNUAL RETURN
as on the Financial Year ended on 31st March 2020
[Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of theCompany shall be stated:-
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i)Category-wise Shareholding
ii) Shareholding of Promoters
(iii) Change in Promoters' Shareholding:
(iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters andHolders of GDRs and ADRS):
(v) Shareholding of Directors and Key Managerial Personnel:
*Resigned w.e.f. 17.04.2020
** Resigned w.e.f. 20.08.2020
Indebtedness of the Company including interest outstanding/accrued but not due forpayment:
VI. REMUNERATION OFDIRECTORS AND KEY MANGERIAL PERSONNEL
A. Remuneration to Managing Director Whole-time Directors and/or Manager:
B. Remuneration to Other Directors:
C. Remuneration To Key Managerial Personnel Other Than Md/Manager/WTD
Vi. Penalties/Punishment/Compounding of Offences:
For and on behalf of the Board G R Cables Limited
G R Reddy
Chairman & Managing Director DIN: 01046466
Place: Hyderabad Date: 04.12.2020