To the Members
Your Directors are presenting the 57th Annual Report together withthe Audited Statements of Account for the year ended 31st March 2019.
| || |
(Rs. in Lacs)
| ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
|Net Sales/Income from operations* ||35670 ||29553 |
|Other Income ||167 ||221 |
|Variation in Stock ||530 ||711 |
|Total ||36367 ||30485 |
|EXPENDITURE || || |
|a) Cost of Materials** ||24283 ||19443 |
|b) Staff Cost ||3393 ||2891 |
|c) Power & Fuel ||3033 ||2709 |
|d) Other expenditure ||3703 ||3375 |
| ||34412 ||28418 |
|OPERATING PROFIT ||1955 ||2067 |
|Interest ||2331 ||2252 |
|Profit/(Loss) before ||(376) ||(185) |
|Depreciation and Taxation || || |
|Depreciation ||920 ||876 |
|PROFIT/(LOSS) BEFORE TAX ||(1296) ||(1061) |
|Exceptional items ||- ||188 |
|Provision for Deferred Tax ||461 ||248 |
|MAT Credit Entitlement ||- ||- |
|Tax in respect of Earlier Years ||- ||- |
|Other Comprehensive income/(Loss) ||25 ||(21) |
|TOTAL COMPREHENSIVE PROFIT/(LOSS) AFTER TAX ||(810) ||(646) |
* Sales includes Traded goods of Rs.601 lacs (Previous Year Rs.107 lacs).
** Cost of Material includes Trading purchases of Rs. 561 lacs (Previous YearRs.98 lacs).
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.
During the Financial Year under review the Company has achieved turnover of Rs.35670lacs against Rs.29553 lacs in the corresponding previous year. The operating profit afterconsidering exceptional items but before interest depreciation and tax were lower byRs.300 lacs and Net Comprehensive loss after Tax is higher by Rs.163 lacs as compared tothe corresponding previous year.
CORPORATE DEBT RESTRUCTURING
The Company has complied with all the terms stipulated by the CDR.
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 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities.
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.
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.
Company is not accepting Fixed Deposits from the public / shareholders.
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.
Mr. B. L. Singhal Mr. M.R. Vikram and Mrs. Rajul Kothai were re-appointed asIndependent Directors at the Board of Director's Meeting held on 29th May2019.
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.
The Board under took the initiative to conduct a formal evaluation of its ownperformance and that of its committees & individual Directors. The Nomination &Remuneration Committee led the evaluation process.
The Independent Directors reviewed the performance of non-independent Directors theChairperson of the Company and the Board as a whole.
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.However Presently SICA 1985 is withdrawn.
i) Statutory Auditors
M/s. Bagaria & Co. LLP. Chartered Accountants Mumbai Auditors of the companyhold office for a period of 5 years till the conclusion of the 60thAnnualGeneral Meeting of the Company. The Company has received letters from them to the effectthat their re-appointment if made would be within the prescribed limits underSection141(3)(g) of the Companies Act 2013 and that they are not disqualified forre-appointment.
The Notes on Financial Statements referred to in the Auditor's Report are selfexplanatory and do not call for any further comments.
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 2019. For theFinancial Year 2019-20 Cost Auditor proposed remuneration of Rs.2.00 lacs and same isrecommended to the Shareholders for approval.
iii) Secretarial Audit
According to the provision of section 204 of the Companies Act2013 read with Rule 9 ofthe 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
PERSONNEL & INDUSTRIAL RELATIONS
There were no employees whose particulars are to be given in terms of Section 134 ofthe Companies Act 2013 read with the Companies (Particulars of Employees) RegulationsRules 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 here to 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 enteredduring the financial year were at an arm's length basis and werein the ordinary course ofbusiness.
There were no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which could have had a potentialconflict with the interests of the Company. Transactions with related parties entered bythe Company in the normal course of business are periodically placed before the AuditCommittee/Board for its omni bus approval and the particulars of contracts entered duringthe 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/ policydocuments / 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.
RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under. During theFinancial Year 2018-
19 the Company has received Zero complaints of sexual harassment.
OTHER MANAGEMENT POLICES
The following policies are placed in company's website.
1) Policy for determining materiality of events
2) Policy on preservation of documents
3) Policy on code of conduct for Board Members
4) Nomination and Remuneration Policy
5) Archival Policy for material event/material information disclosed to the stockexchanges
Your Directors place on record their sincere thanks to Central Bank of India StateBank 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 val uable assistance support and co-operation to the Company.
| ||For and on behalf of the Board |
|Place: Hyderabad ||M.K. PATODIA |
|Date : 29-5-2019 ||Chairman & Managing Director |