| The Directors are pleased to present the 24th Annual Report along with
the audited accounts of your Company for the financial year ended March
31, 2015.
The financial highlight is depicted below: (Rs, In Lakhs)
Particulars 2014-15 2013-14
Gross Income 6.82 12.44
Profit Before Interest and Depreciation (19.43) (20.00)
Finance Charges 0.00 0.01
Operating Profit/Loss before Depreciation (19.43) (20.01)
Depreciation 8.43 10.01
Profit/Loss for the year (27.86) (30.02)
Review of Operations
During the year under review, your company could not achieve any
significant turnover as operations could not be carried due to lack of
working capital facilities from the banks and could achieve a turnover
of Rs, 06.82 Lakhs for the year ended 31.03.2015 as against Rs, 12.44
Lakhs for the previous year ended 31.03.2014. The company incurred an
loss of Rs, 19.43 Lakhs as against an loss of Rs, 20.01 Lakhs in the
previous year.
Future Outlook
The management is exploring various options to raise the required funds
to make the company 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 of the company and the date of this report affecting the
financial position of the company as at March 31, 2015.
Details of significant and material orders passed by the regulators/
courts/ tribunals impacting the going concern status and the Company's
operations in future
There are no significant material orders passed by the Regulators/
Courts which would impact the going concern status of the Company and
its future operations.
Dividend
In view of accumulated losses, your Directors have not recommended any
dividend on Equity Shares for the year under review.
Transfers to Reserves
Your Board of Directors does not appropriate any amount to be
transferred to General Reserves during the year under review.
Fixed Deposits
During the year under review, your Company has not accepted any fixed
deposits within the 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 in authorized share capital of the Company. Authorized share
capital of the company as on March 31, 2015 was Rs, 34,00,00,000,
comprising of 3,40,00,000 equity shares of Rs, 10 each.
Paid-up Share Capital: During the year under review, there was no
change in paid up share capital of the Company. Paid up share capital
of the company as on March 31, 2015 was Rs, 28,89,48,610, comprising of
2,88,94,861 equity shares of Rs, 10 each.
Buy Back of Securities: The Company has not bought back any of its
securities during the year under review.
Sweat Equity: The Company has not issued any Sweat Equity Shares during
the year under review.
Sonus 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 the employees.
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 2014-15 the Company neither has, directly or
indirectly, given any loan to its Directors nor extended any guarantee
or provided any security in connection with any loan taken by them.
Further, the Company has neither given any inter-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 the Company Mr. G.V.B.R. Reddy, Director of the company
retires by rotation at the ensuing Annual 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 August 14, 2015, and approval of members will be taken
in the Annual general meeting held on 30.09.2015.
Mr. A.Ranganayakulu was appointed by the Board in its Meeting held on
October 30, 2014. Dr. S.R.Govinda Rajan, Mr. P.Ramesh Babu and Mr.
A.Ranganayakulu Non- Executive Independent Directors of the company are
re-appointed as Independent Directors of the Company in the ensuing
Annual General meeting in accordance with Section 149 of the Companies
Act, 2013 and clause 49 of the listing agreement for a period of five
years. The profiles of the reappointed 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 required under Section 149(7) of the Companies Act,
2013 stating that they meet the criteria of independence 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 Company, its management and operations and provides an overall
industry perspective as well as issues being faced by the industry.
Independent Directors' Meeting
The Independent Directors met on 14.02.2015, without the attendance of
Non- independent Directors and members of the Management. The
Independent Directors reviewed the performance of Non-independent
Directors and the Board as a whole; the performance of the Chairman of
the Company, taking into account the views of Executive Director and
Non-Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably
perform their duties.
Board Evaluation:
The Board adopted a formal mechanism for evaluating its performance as
well as that of its Committees and individual Directors, including the
Chairman of the Board. The exercise was carried out through a
structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience &
competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment,
governance issues etc.
Directors Responsibility Statement
The Directors' Responsibility Statement referred to in Clause (c) of
Sub-Section (3) of Section 134 of the Companies Act, 2013, shall state
that-
(i) In the preparation of the accounts for the period ended 31st March
2015, the applicable accounting standards have been followed along with
proper explanation relating to material departures.
(ii) The Directors have selected accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as give a true and fair view of the state of affairs of the
company at the end of the year and of the profit and Loss of the
company for the year under review.
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies Act, 2013 for safeguarding the assets of
the company and for preventing fraud and other irregularities.
(iv) The Directors have prepared the accounts for the period ended 31st
March 2015 on a "going concern" basis.
(v) The directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(vi) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Meetings of the Board
During the year 4 (Four) Board Meetings were convened and held. The
details are given in the Corporate Governance Report. The intervening
gap between the Meetings was within the period prescribed under the
Companies Act, 2013. The details of Board meetings and the attendance
of the Directors are provided in the Corporate Governance Report which
forms part of this Report.
Remuneration Policy
In compliance to the provisions of Section 178 of the Companies Act,
2013 and Clause 49 of the Listing Agreement entered into with the Stock
Exchanges, the Nomination and Remuneration Committee has recommended to
the Board a Nomination and Remuneration policy with respect to
appointment / nomination and remuneration payable for the Directors,
Key Managerial Personnel and senior level employees of the Company. The
details of policy provided in the Corporate Governance Report which
forms part of this Report.
Management Discussion and Analysis
A report on Management Discussion & Analysis for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is provided in a separate section forming part of
this Annual Report and is enclosed as Annexure -1.
Extract of Annual Return
In accordance with the provisions of Section 134(3(a) of the Companies
Act, 2013, an extract of the Annual Return in Form MGT-9 is appended as
Annexure - II to the Board's Report.
Auditors & Auditors' Report:
M/s. Srinivas P & Associates, Chartered Accountants (Firm Registration
No. 006987S), the Statutory Auditors of the Company, will retire at the
conclusion of the ensuing Annual General Meeting and are eligible for
re-appointment. Your Company has received letter from M/s. Srinivas P &
Associates, Chartered Accountants, to the effect that their
appointment, if made, would be within the prescribed limits under
Section 141 of the Companies Act, 2013 read with rules made there under
and that they are not disqualified for such appointment.
Your Directors recommend the re-appointment of M/s. Srinivas P &
Associates, Chartered Accountants, as Statutory Auditors of the Company
to hold office for a period of three (3) years i.e. from the conclusion
of this Annual General Meeting (AGM) till the conclusion of 27th AGM of
the Company to be held in the calendar year 2018.
Explanation or comments on qualifications, reservations or adverse
remarks or disclaimers made by the Statutory Auditors in their reports
There were no qualifications, reservations or adverse remarks made by
the Auditors in their 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 applicable provisions 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 made there under, the Company had appointed M/s. B S S &
Associates, Company Secretaries to undertake the Secretarial Audit of
the Company. The Secretarial Audit Report for FY 2014-2015 is annexed,
which forms part of this report as Annexure - III.
Explanation or comments on qualifications, reservations or adverse
remarks or disclaimers made by the Secretarial Auditor in their reports
The Secretarial Auditor's Report contains the qualifications,
reservation or adverse remarks pertaining to non compliance of Section
203 of the Companies Act, 2013 in respect of appointment of Company
Secretary as Key Managerial Person and delay in appointing Independent
director/ pending of forms to be filed with Registrar of Companies and
Stock Exchange. The Board has made utmost effort for appointment of the
Company Secretary as Key Managerial Person but has not been able to
appoint a Company secretary due to lack of suitability of the candidate
to the profile of the Company in terms of Job profile and remuneration.
Company is in the process of filing various e-forms/reports/documents
with Registrar of Companies and stock exchange.
Internal Financial control system and their adequacy:
The Company has a well-established system of internal control in
operations which complies with the relevant provisions of 'Internal
Control' under the Company's Auditor's Report Order 2003 and as
prescribed under revised Clause 49 of the Listing Agreement with Stock
Exchanges. Internal Audit department put in place and adequate controls
are continuously reviewed and risks of inaccurate financial reporting
and fraud, if any, are dealt with immediately and eliminated. The
status of implementation of recommended solutions are regularly
reviewed and presented to the Audit Committee of the Board.
Risk Management
The Board of the Company has formed a Risk Management Committee to
frame, implement and monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
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
Clause 49 of the Listing Agreement, the Board has adopted Whistle
Blower Policy. This policy aims for conducting the affairs in a fair
and transparent manner by adopting highest standards of
professionalism, honesty, integrity and ethical behavior.
A mechanism has been established for employees to report concerns about
unethical behavior, actual or suspected fraud or violation of Code of
Conduct and Ethics. The policy also provided adequate safeguards
against the victimization of employees who avail of the mechanism and
allows direct access to the Chairman of the Audit Committee in
exceptional cases.
Your Company hereby affirms that during the year no Director / employee
have been denied 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 rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in separate annexure
forming part of this Report since the company is not paying any
remuneration to the Managing Directors, Whole time directors and other
independent directors during the year.
There are no employees whose particulars need to be furnished pursuant
to Rule 5(2) The Companies (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
applicability of 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,
1,000 crore or more; or (c) net profit of the company to be Rs, 5 crore
or more. As the Company does not fall under any of the threshold limits
given above, the provisions of section 135 are not applicable to the
Company.
Information on Conservation of Energy, Technology Absorption & Foreign
Exchange Earnings and outgo
Pursuant to the provisions of Section 134 (3) (m) of the Companies Act,
2013 read with Rule 3 of Companies (Accounts) Rules, 2014, the relevant
information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo is appended hereto as
Annexure - V and forms part of the Board's Report.
Corporate Governance
A separate report on Corporate Governance Report as stipulated by
Clause 49 of the Listing Agreement forms part of this Annual Report
along with the required Certificate from a Practicing Company Secretary
regarding compliance of the conditions of Corporate Governance as
stipulated by Clause 49 of the Listing Agreement.
In compliance with Corporate Governance requirements as per Clause 49
of the Listing Agreement, your Company has formulated and implemented a
Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance
thereto.
Composition of Audit Committee
The Composition of the Audit Committee is provided in the Corporate
Governance Report forming part of this report. All the recommendations
made by the Audit Committee were accepted by the Board.
Particulars of Contracts & Arrangements with Related Parties
There were no materially significant transactions with Related Parties
during the financial year 2014-15
Company's Policy on Prohibition, Prevention and Redressal of Sexual
Harassment of Women at Workplace
The Company prohibits any form of sexual harassment and any such
incidence is immediately investigated and appropriate action taken in
the matter against the offending employee(s) based on the nature and
the seriousness of the offence. The Company has a policy on
Prohibition, Prevention and Redressal of Sexual Harassment of Women at
Workplace (the Policy) and matters connected therewith or incidental
thereto covering all the aspects as contained under the "The Sexual
Harassment of Women at Workplace (Prohibition, Prevention and
Redressal) Act, 2013" notified by the Government of India vide Gazette
Notification dated 23rd April, 2013. There was no case of sexual
harassment reported during the year under review.
Depository system
As the Members are aware, your Company's shares are tradable
compulsorily in electronic form and your Company has established
connectivity with both National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL). In view of the
numerous advantages offered by the depository system, the members are
requested to avail the facility of Dematerialization of the Company's
shares on NSDL & CDSL. The ISIN 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 the long run and is committed to provide necessary human
resource development and training opportunity to equip them with
skills, which would enable them to adapt contemporary technological
advances.
Acknowledgements
Your Directors are grateful to the large number of shareholders of the
Company, the Government of India, Customers and bankers including
vendors, suppliers, stake holders and the dedicated employees of the
company for their continued cooperation, assistance and support 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 : 14.08.2015 Managing Director Whole-time Director
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