Dear Members,
Your Directors have pleasure in presenting the 33rd (Thirty Third) Annual Report, together with the audited financial statements of the Company for the year ended March 31, 2024.
1. FINANCIAL SUMMARY & HIGHLIGHTS:
In compliance with the provisions of the Companies Act, 2013 (hereinafter referred to as "the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"), the Company have prepared its Standalone Financial Statements as per Indian Accounting Standards ("IND AS") for the
Financial Year 2023-24 and the financial highlights are as summarized below:
Rs. In Lakhs
2. FINANCIAL PERFORMANCE & REVIEW OF OPERATIONS:
During the year under review, the Company came out IBC and there were no operations of the Company, and has incurred loss of Rs.59.65 Lakhs against loss of Rs. 23.29 lakhs during the previous Financial Year 2022-23. The company has successfully emerged from the Corporate Insolvency Resolution Process (CIRP) with the resolution applicants taking over its management. Currently, efforts are underway to revoke the suspension of the company's shares on the Bombay Stock Exchange (BSE). The newly appointed management team is actively exploring opportunities to launch new business ventures and attract additional funding through strategic investors. These initiatives aim to revitalize the company's operations and ensure its long-term growth and stability.
3. PERFORMANCE AND FUTURE OUTLOOK:
Following its emergence from the Corporate Insolvency Resolution Process (CIRP) and the successful takeover by the resolution applicants, the company has shown promising signs of recovery. The revocation of its suspension on the Bombay Stock Exchange (BSE) is underway, signalling a positive shift in market confidence. The newly appointed management has been proactive in exploring new business opportunities and securing additional funds through strategic investors. These efforts are expected to bolster the company's performance, ensuring steady operations and growth. Looking ahead, the company's future outlook appears optimistic as it leverages fresh capital and strategic partnerships to navigate new business landscapes, aiming for sustained profitability and market expansion.
4. 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 in the nature of Business.
5. RESERVES
During the year your Company has not transferred any amount to General Reserve Account on account of losses.
6. DIVIDEND
The Directors have decided not to recommend dividend for the year.
7. UNPAID / UNCLAIMED DIVIDEND
There is no amount of dividend lying the unpaid or unclaimed dividend account of the Company.
8. 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, 2024 was Rs.34,00,00,000, comprising of 3,40,00,000 equity shares of Rs.10 each.
Paid-up Share Capital: As per the Corporate Insolvency Resolution Process (CIRP) scheme, the company's paid-up share capital underwent significant restructuring. The promoters' entire stake and 97.5% of the public's holdings were reduced, resulting in a remaining 615,316 equity shares held by the public. In alignment with the scheme, the company issued 8 million new equity shares during this period. This strategic move not only restructured the equity base but also aimed to stabilize the company's financial foundation and pave the way for future growth and investment opportunities. Paid up share capital of the company as on March 31, 2024 was Rs.86,153,160 comprising of 8,615,316 equity shares of Rs.10/- each.
Sweat Equity shares: The Company has not issued any sweat equity shares during the financial year under review.
Buy back of Shares: During the year under review, the Company has not made any offer to buy back its shares.
9. ISSUE OF SHARES
As per the Corporate Insolvency Resolution Process (CIRP) scheme, the successful resolution applicants infused the required amount into the company, adhering to the stipulated plan. Following the capital reduction, these applicants were allotted 8 million equity shares during the year. This infusion of funds and the subsequent issuance of new shares played a crucial role in revitalizing the company's financial structure, enabling it to stabilize operations and embark on a path of renewed growth and development.
10. DEPOSITS:
The Company has not accepted any deposits during the year which come under the purview of Section 73 of the Companies Act, 2013 and as such no amount on account of principal or interest was outstanding as on the date of Balance Sheet.
11. SUBSIDIARY, MATERIAL SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:
During the year under review no Company has become or ceased to become its subsidiaries, joint ventures or associate Company.
12. DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL:
The Board consists of the following Directors as on date of this report:
In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMPs) of the Company as on the date of this report:
In terms of Regulation 16(1)(d) of the SEBI (LODR) Regulation, 2015, the following are the Senior Management Personnel (SMPs) of the Company as on date of this report:
Meetings of the Board & their attendance:
During the Financial Year 2023-24, the Board of Directors met 7 (Seven) times during the year on August 14, 2023, November 14, 2023, December 07, 2023, January 06, 2024, January 22, 2024, February 14, 2024 and February 22, 2024, the details of which are given in the Corporate Governance Report attached to this Annual Report in respect of which meetings proper notices were given and the proceedings were properly recorded. The intervening gap between any two meetings of the Board of Directors was within the period prescribed under the Companies Act, 2013.
Policy on Directorfs appointment and remuneration and other details:
The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) and Section 134(3)(e) of the Act.
Board Evaluation:
The Board of Directors conducted an annual evaluation of its own performance, as well as that of its committees and individual directors, in accordance with the provisions of the Companies Act and SEBI Listing Regulations. A structured questionnaire, based on the guidance note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, was developed. This questionnaire took into account various aspects of the
Board's functioning, including its composition, culture, execution, performance of specific duties, obligations, and governance. The evaluation process aimed to ensure the effectiveness of the Board in fulfilling its responsibilities.
In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was assessed, incorporating feedback from both Executive and Non-Executive Directors. The Nomination and Remuneration Committee also reviewed the performance of individual directors based on criteria such as their contribution to board and committee meetings, preparedness, and constructive input. In the subsequent Board meeting, the performance of the Board, its committees, and individual directors was further discussed. The entire Board, excluding the Independent Director being evaluated, participated in the performance evaluation of Independent Directors, ensuring a comprehensive and balanced assessment process.
13. DETAILS OF COMMITTEES:
Audit Committee Meetings of Committee & Attendance of Members:
The Audit Committee was constituted by the Board in their meeting held on August 14, 2023. The Committee's composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, 2015.
Members of the Audit Committee possess financial / accounting expertise / exposure. The purpose of this Committee is to ensure the objectivity, credibility and correctness of the
Company's financial reporting and disclosures process, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters. The Audit Committee consists of the following members as on date of this report.
All the recommendations made by the Audit Committee during the year had been accepted by the Board.
During the year 5 (Five) Audit Committee Meetings were conducted on August 14, 2023, November 14, 2023, January 06, 2024, January 22, 2024 and February 14, 2024 in respect of which proper notices were given and the proceedings were properly recorded. The terms of reference of the Audit Committee and details of their meetings are provided in the Corporate Governance Report forming part of this report.
Nomination and Remuneration Committee - Meetings of Committee & Attendance of Members:
The Nomination & Remuneration Committee was constituted by the Board w.e.f August 14, 2023. The Nomination and remuneration Committee consists of the following members as on date of this Report:
The performance evaluation criteria for independent directors & KMP's are determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a Director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgment.
The Remuneration policy of the Company on Directors appointment and remuneration, including the criteria for determining qualifications as per the policy of the Company.
During the year 2 (Two) meeting were conducted on August 14, 2023 and February 22, 2024 in respect of which proper notice was given and the proceedings were properly recorded. The terms of reference of the Nomination & Remuneration Committee and details of their meetings are provided in the Corporate Governance Report forming part of this report.
Stakeholder Relationship Committee - Meetings of Committee & Attendance of Members:
The Stakeholder Relationship Committee was constituted by the Board w.e.f August 14, 2023. The Stakeholder Relationship Committee consists of the following members as on date of this Report:
During the year 2 (Two) meeting were conducted on January 06, 2024 and January 22, 2024 in respect of which proper notice was given and the proceedings were properly recorded. The terms of reference of the Nomination & Remuneration Committee and details of their meetings are provided in the Corporate Governance Report forming part of this report.
14. ANNUAL RETURN:
The draft annual return as provided under sub-section (3) of Section 92 as at 31st March, 2024 is required to place on the Company's website. Due to the upgradation of company website the copy will be placed before the members at the AGM.
15. CORPORATE SOCIAL RESPONSIBILITY
Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of 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.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.
16. REVISION OF FINANCIAL STATEMENTS OR BOARDfS REPORT:
The Board of Directors of the Company has not revised the Financial Statements and Board's report of the financial year under review.
17. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186:
The Company has not given loans, Guarantees or made any investments during the year which attracts the provisions of Section 186 of the Companies Act, 2013.
18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
The company has entered into contracts with related parties during the year under review, which falls under the purview of Section 188 of the Companies Act, 2013 and the details of these transactions with related parties in form AOC-2 is attached as Annexure-1.
19. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There is no material changes occurred in the Company after the end of the Financial Year and as on date of the Board Report, which will affect the financial position of the Company.
20. PARTICULARS OF EMPLOYEES:
With reference to Section 136(1) this annual report is circulated without the statement pertaining to disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may right to the Company or email at grcablesltd@gmail.com.
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given by way of Annexure 2 to this Report.
21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information in accordance with the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:
During the year under review, there were no operations and hence, requirement of disclosure of particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo doesn't arise.
22. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 125 of the Companies Act, 2013, there is no amount which remained unpaid or unclaimed for a period of seven years which is to be transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.
23. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
A separate section on Corporate Governance practices followed by the Company, together with a certificate from a Practising Company Secretary confirming its compliance, is annexed as Annexure 3, as per SEBI Regulations. Further, as per Regulation 34 read with Schedule V of the Listing Regulations, a Management Discussion and Analysis Report forms part of this Annual Report.
24. SEGMENT REPORTING:
The company was undergoing the Corporate Insolvency Resolution Process (CIRP) and did not have any operational activities. As a result, there was no segment reporting for this period. The absence of active business operations during the insolvency process rendered segment reporting unnecessary for the year.
25. STATUTORY AUDITORS:
Appointment:
M/s. Gorantla & Co, Chartered Accountants (Firm Registration No. 016943S) were appointed as the Statutory Auditors of the Company at the 32nd Annual General Meeting held on December 30, 2023 to hold office for a period of 5 years till the conclusion of 37th Annual General Meeting of the Company to be held in Year 2028. There are no explanations and comments required to be given by the Board as the auditor's report given by auditors of the Company doesn't contain any qualification, reservation or adverse remarks.
Report:
During the year under review, the statutory auditors has not reported to the Board, under subsection (12) of section 143 of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.
26. SECRETARIAL AUDITORfS REPORT:
Ms. Arpita Pareek, of Arpita & Associates, Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for the Financial Year 2023-24, who had conducted the Secretarial Audit of the Company for the year ended March 31, 2024.
The Secretarial Audit Report for the financial year ended March 31, 2024 under the Act, as
"Annexure 4".
The Board has duly reviewed the Secretarial Audit Report for the Financial Year ended March 31, 2024 on the Compliances according to the provisions of Section 204 of the Companies Act 2013, and the comments of Board on observations in the Secretarial Audit Report are detailed below:
27. INTERNAL AUDITORS:
M/s SMG & Associates, Chartered Accountants, were appointed as Internal Auditors of the Company for conducting the Internal Audit functions for the year ended March 31, 2024. Further M/s SMG & Associates, Chartered Accountants were also re-appointed as Internal Auditors of the Company for conducting the Internal Audit functions for the year ended March 31, 2025 & 2026 in the Board meeting held on May 30, 2024.
28. COST AUDIT:
Section 148 of the Companies Act, 2013 read with the rules made there under, the provisions of Cost Audit is not applicable on the Company during the year under review.
29. INTERNAL FINANCIAL CONTROLS:
Your Company has effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. Our management assessed the effectiveness of the Company's internal control over financial reporting (as defined in Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015) as of March 31, 2024.
Based on the results of such assessments carried out by Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.
M/s. Gorantla & Co., Chartered Accountants the statutory auditor of the Company have audited the financial statements included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013).
30. DIRECTORS RESPONSIBILITY STATEMENT:
Section 134(5) of the Companies Act, 2013 requires the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records, preparation of Annual Accounts in conformity with the accepted accounting standards and past practices followed by the Company. Pursuant to the foregoing, and on the basis of representations received from the Operating Management, and after due enquiry, it is confirmed that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; (c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) The Directors had prepared the annual accounts on a going concern basis; (e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and (f) The Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems were adequate and operating effectively.
31. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR:
Independent Director of the Company has provided declarations under Section 149 (7) of the Companies Act, 2013 and Regulation 25 (8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, that he/she meets with the criteria of independence, as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
32. 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 are also made to the Directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices. The details of familiarisation programme held in FY 2023-24 are also disclosed on the
Company's website.
33. DISCLOSURE UNDER SECRETARIAL STANDARD-1 (SS-1):
Adherence by a Company to the Secretarial Standards is mandatory as per Sub-section (10) of Section 118 of Companies Act, 2013. As per the disclosure requirement of para (9) of Secretarial Standard-1 (SS-1) the Company is in compliance of applicable Secretarial Standards.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The details of Sexual Harassment Complaints received and their treatment during the year are as follows: 1. Number of Complaints of sexual harassment received in the year: Nil 2. Number of complaints disposed during the year: N.A 3. No. of cases pending for more than ninety days: N.A 4. No. of workshops or awareness programme against sexual harassment carried out: None 5. Nature of action taken by the employer or District officer: N.A
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
On December 04, 2023, the Honorable NCLT Hyderabad passed Order 1717/2023, marking the successful implementation of the resolution plan. This significant and material order formalized the company's exit from the CIRP, allowing it to transition into a new phase of operations and growth under the guidance of the newly appointed Board. Except these, the Company has not received any significant order, demand or notice from any Regulatory Authority, Courts or tribunals impacting the going concern status and operations of the Company in future.
36. VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.
37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:
Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization, shall include a Business Responsibility and Sustainability Reporting (BRSR) on the Environmental, Social and Governance (ESG) disclosures along with assurance Business Responsibility and Sustainability Report core for their value chain. The Business Responsibility and Sustainability Report is not applicable for the Company during the year.
38. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and Amended Regulations 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.
39. WEBLINK TO IMPORTANT DOCUMENTS/INFORMATION/ POLICIES OF THE COMPANY:
The Company has formulated the following policies and these policies will be placed in Company website once the website comes live. Website is under construction as per SEBI (LODR) Regulations: (a) Archival Policy; (b) Code of Conduct for Board of Directors and Senior Management; (c) Policy for determination of materiality of events/ information; (d) Diversity of Board of Directors Policy; (e) Policy on Fair Disclosure Code; (f) Policy on Familiarisation Program for Independent Directors; (g) Policy for determining Material Subsidiaries; (h) Code for prohibition of Insider Trading; (i) Code of practices and procedures for fair disclosure of unpublished price sensitive information; (j) Code of conduct to regulate, monitor and report trading by its designated persons and their immediate relatives; (k) Policy on materiality of related party transactions and on dealing with related party transactions and guidelines; (l) Vigil Mechanism / Whistle Blower Policy; (m) Corporate Social Responsibility Policy; (n) Anti- sexual Harassment Policy; (o) Risk Management Policy; (p) Nomination and Remuneration Policy; (q) Policy for the Evaluation of the Performance of the Independent Directors and the Board of Directors; (r) Policy on Preservation of Documents; (s) Policy on Succession Planning; and
(t) Dividend Distribution Policy.
40. SUSPENSION OF TRADING IN EQUITY SHARES:
The Company's Equity Shares has been suspended for trading due to procedural reasons vide its notice no. 20170807 dated August 07, 2017 and the Company is process of revoking the suspension.
41. FAILURE TO IMPLEMENT CORPORATE ACTIONS:
During the year under review, Capital Reduction and additional shares issued corporate actions are filed with the Exchange were done by the Company.
42. CEO/ CFO CERTIFICATION:
The Executive Director and CFO certification of the financial statements for the year 2023-24 is annexed in this Annual Report.
43. ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the continued support and cooperation of the shareholders, banks, various regulatory and government authorities and for the valuable contributions made by the employees of the Company.