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GTN Industries Ltd.

BSE: 500170 Sector: Industrials
NSE: GTNIND ISIN Code: INE537A01013
BSE 00:00 | 02 Dec 43.20 -0.10
(-0.23%)
OPEN

42.50

HIGH

44.80

LOW

42.50

NSE 05:30 | 01 Jan GTN Industries Ltd
OPEN 42.50
PREVIOUS CLOSE 43.30
VOLUME 21066
52-Week high 89.00
52-Week low 22.15
P/E 1.40
Mkt Cap.(Rs cr) 76
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 42.50
CLOSE 43.30
VOLUME 21066
52-Week high 89.00
52-Week low 22.15
P/E 1.40
Mkt Cap.(Rs cr) 76
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 60th Annual Report together withthe Audited Statements of Account for the year ended 31st March 2022.

FINANCIAL RESULTS

(Rs. in Lacs)

Year ended 31st March 2022 Year ended 31st March 2021
Net Sales/Income from
operations* 48091 31024
Other Income 121 139
Variation in Stock 636 (73)
Total 48848 31090
EXPENDITURE
a) Cost of Materials** 29081 19657
b) Staff Cost 3416 2987
c) Power & Fuel 2900 2580
d) Other expenditure 4928 3312
Total 40325 28536
OPERATING PROFIT 8523 2554
Interest 1081 2491
Profit/(Loss) before 7442 (63)
Depreciation and Taxation
Depreciation 588 890
PROFIT/(LOSS)BEFORE TAX
AND EXCEPTIONAL ITEMS 6854 (827)
Exceptional items (1837) -
Profit before Tax 5017 (827)
Provision for Deferred Tax (1597) 205
Prior Period Tax Expense 45 -
Other Comprehensive
income/(Loss) 9 11
TOTAL COMPREHENSIVE
PROFIT/(LOSS) AFTER TAX 3474 (611)

* Sales includes Traded goods of Rs.3429 lacs (Previous Year Rs. 2152 lacs).

** Cost of Material includes Trading purchases of Rs.2275 lacs (Previous YearRs. 2100 lacs).

DIVIDEND

In view of inadequate profits and to conserve available resources your Directors havenot recommended any Dividend for the year.

PERFORMANCE REVIEW

During the Financial Year under review the Company has achieved turnover of Rs. 48091lacs against Rs. 31024lacs in the corresponding previous year. The operating profit afterconsidering exceptional items but before interest depreciation and tax were higher byRs.4132 lacs and total Comprehensive Profit/loss after Tax is higher by Rs. 4085 lacs ascompared to the corresponding previous year

CORPORATE DEBT RESTRUCTURING

The Company has repaid total term loans out standing to all LENDERS and also ROR (Rightof Recompense) to all lenders (except IDBI Bank which is in process) fully to LENDERSsatisfaction.

Hence the company has come out from CDR since the purpose for which Various FinancialAssistances were taken are fulfilled and paid fully during 2021-2022.

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 Profitof 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.

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 offers 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 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.

AUDITORS

i) Statutory Auditors

M/s. Bagaria & Co.LLP Chartered Accountants Mumbai the statutory Auditors ofthe Company hold office till the conclusion of the 60th Annual General Meetingof the Company.

The Board has recommended the appointment of M/s. Lodha & Company CharteredAccountants Mumbai as the Statutory Auditors of the Company in their place for a termsof 5 (Five) years from the conclusion of the 60th Annual General Meeting of theCompany scheduled to be held in the year 2022

till the conclusion of the 65th Annual General Meeting to be held in theyear 2027 for approval of shareholders of the Company based on the recommendation of theAudit Committee.

ii) Cost Auditors

M/s. NSV Krishna Rao & Co. Cost Accountants were appointed by the Board ofDirectors as Cost Auditors of your Company for the year ended 31st March 2022.

For the Financial Year 2022-23 M/s. NSV Krishna Rao & Co. Cost Auditor isappointed with a remuneration of Rs.100000/-PA. (Rupees One Lakh only)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 Annexure-II

PERSONNEL & INDUSTRIAL RELATIONS

There were no employees whose particulars are to be given in terms of Section 134 ofthe Companies Act2013 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) Rules201 4 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/relationship ink.

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 were in 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.co underinvestors relationship link.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is Annexure-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 2021-22 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

DECLARATION OF MANAGING DIRECTOR & CEO

This is to certify that the Company had laid down code of conduct for all the BoardMembers and senior Management personnel of the company and the same is uploaded on itswebsite www.gtnindustries.co.

Further certified that the members of the Board of Directors and Senior Managementpersonnel have affirmed the compliance with the code applicable to them during the yearended 31st March 2022.

ACKNOWLEDGEMENT

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) the concernedDepartments of the State and Central Government Employees and Shareholders of the Companyfor their valuable assistance support and cooperation to the Company.

For and on behalf of the Board
Place: Hyderabad M.K. PATODIA
Date : 25-05-2022 Chairman & Managing Director

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