g r cables ltd Directors report


Dear Members,

Presentation on the 32nd Annual Report highlighting the business and operations of the Company on a standalone basis and the Audited Financial Statements for the Financial Year ended March 31,2023.

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 ("IBC/Code"), the Corporate Insolvency Resolution Process ("CIRP Process") of M/s. G.R. CABLES LIMITED was initiated by the Operational Creditors of the Company and was admitted by the National Company Law Tribunal ("NCLT") Hyderabad Bench on March 8, 2022 ("Insolvency Commencement Date"). Mr. Maligi Madhusudhana Reddy was appointed as the Interim Resolution Professional ("IRP") to manage the affairs of the Company.

The affairs of the Company are vested with the IRP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

FINANCIAL SUMMARY/HIGHLIGHTS, OPERTAIONS STATE OF AFFAIRS:

The performance of the Company during the year has been as under:

Particulars (Rs. In Lakhs)
2022-23 2021-22
Total Revenue from operations 0.00 0.00
Total Expenses 23.29 12.97
Profit/(Loss) Before Tax (23.29) (12.97)
Less: Taxation
a) Current Tax - -
a. Deferred Tax - -
Profit / (Loss) After Tax (23.29) (12.97)
Other Comprehensive Income - -
Total profit/(Loss) for the period (23.29) (12.97)
Earning per Equity Share- Basic & Diluted (in Rs.) (0.08) (0.04)

REVIEW OF OPERATIONS:

During the year under review, the Company is still under CIRP scheme and there were no operations of the Company, and has incurred loss of Rs. 23.29 lakhs against loss of Rs. 12.97 lakhs during the previous Financial Year 2021-22.

PERFORMANCE AND FUTURE OUTLOOK

There were no operations during the year and the company is under IBC.

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 any manner.

CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review and the date of Boards Report there was no change in the nature of Business. RESERVES

During the year your Company has not transferred any amount to General Reserve Account on account of losses.

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, 2023 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 31,2023 was Rs.28,89,48,610, comprising of 2,88,94,861 equity shares of Rs.10/- each.

ISSUE OF SHARES

During the year under review, the Company has not issued any shares.

DIVIDEND

The Directors have decided not to recommend dividend for the year.

UNPAID / UNCLAIMED DIVIDEND

There is no amount of dividend lying the unpaid or unclaimed dividend account of the Company.

SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

No shares were transferred to the Investor Education and Protection Fund during the year under review.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report such as (1) The entire payments contemplated under the resolution plan were paid to the creditors and upon the completion of entire payment, the IA No. 1368/2022 in CP(IB) No. 165/9/HDB/2020 was disposed of by the Honble NCLT, Hyderabad bench vide its Order dated 29/03/23. All the crystalised liabilities of the company as on the date of the NCLT order shall stand extinguished (3) The original promoters seized to be shareholders and the successful resolution applicants shall be the new promoters of the company.(4) The implementation of the CIRP along with capital restructuring shall be carried out in the current financial year 2023-24

BOARD MEETINGS:

The Board of Directors duly met Five (5) times during the year under review. The dates on which the meetings were held are 28.05.2022, 13.08.2022, 02.09.2022, 14.11.2022 & 14.02.2023.

APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

• Mr. Srinivas Pagadala is liable to retire by rotation who retires by rotation being eligible offers himself for re- appointment.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Independent Directors of the Company to the effect 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 Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Company has also received declarations from the independent directors to the effect that they have complied with the Code of Conduct of Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Companys 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 2022-23 are also disclosed on the Companys website.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the 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 the Listing Agreement and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration 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 or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

BOARD EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board.

The criteria for performance evaluation are based on the parameters like attendance and participation at the meetings of the Board and Committees thereof, contribution to strategic decision making, review of financial statements, business performance.

The evaluation of Board of Directors is performed by the Board after seeking all the inputs from the Directors and the Board Committees by seeking inputs from the Committee members.

The performance evaluation of the individual directors is done by the Nomination and Remuneration Committee.

The performance evaluation of non-independent directors, the Board as a whole and the Chairman is done by a separate meeting of independent directors after taking inputs from the Executive directors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures 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 standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;

3. That the Directors have 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;

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 the Company and that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is disclosed on the Companys Website.

STATUTORY AUDITORS:

M/s. Gorantla & Co., Chartered Accountants (Firm Registration No. 016943S) was appointed as Statutory Auditors of your Company by the Board of Directors, due to the resignation of the Existing Statutory Auditor of the Company. The appointed auditors, M/s. Gorantla & Co, Chartered Accountants, Statutory Auditors of the Company will continue till the conclusion of Annual General Meeting to be held in 2023.

In the held Board Meeting, your director proposes to appoint M/s. Gorantla & Co., Chartered accountants for a period of 5 Financial Years i.e., 2023-24 to 2027-28, subject to the approval of shareholders in the 32nd Annual General Meeting of the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER 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 applicable provisions of the Companies Act, 2013, the Cost Audit is not applicable to the Company.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, the Board has appointed Ms. Arpita Pareek, of Arpita & Associates, Practicing Company Secretary to undertake Secretarial Audit of the Company for Financial Year ending 31.03.2023. The report of the Secretarial Auditor is enclosed herewith vide Annexure- I of this Report.

QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made—

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31,2023 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the Financial Year ended March 31,2023 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:

# Regulation Non-Compliance Comments
1. Section 203 of the Companies Act, 2013 & Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements), 2015 The Company has not appointed Company Secretary during the period from 01.04.2022 to 31.03.2023 Due to the Company got admitted under IBC,
2. Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements), 2015 Non-Payment of Annual Listing Fees for Financial Year 2022- 23. Since paid as per the CIRP Scheme.
3. Regulation 31 (1) (2) of SEBI (Listing Obligations and Disclosure Requirements), 2015 Non-maintenance of 100% of promoter shareholding in dematerialized form. Promoters shareholding is dematerialized only to the extent of 72.81%. The Company is yet to comply with requirements of Promoters Shareholding in Dematerialization Under Regulation 31 (1) (2) of SEBI (LODR) Regulations, 2015. Since they are several persons included in the Promoters category who are neither Core Promoters nor Person Acting in Concern (PAC) with its Core Promoters. The Company is considering to reclassify Non- core Promoters into Public Category and with this the Company is able to achieve 100% of the shares of the Core Promoters in demat form.
4. Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements), 2015 The company doesnt have a functional website. The company has initiated with renovation of Website of the Company.
5. BSE has suspended trading of equity shares of the Company vide its notice no. 20170807 dated 07th August 2017. The Company has initiated the process of revocation of suspension of trading.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature.

None of the Directors have any pecuniary relationship or transactions with the Company, except payments made to them in the form of remuneration, rent, sitting fees and interest on unsecured loans.

The Company has not entered into any contracts/arrangements with related parties referred to Section 188(1) of the Companies Act, 2013 including certain arm length transaction during the year and details of the related party transactions disclosed herewith in Form AOC-2 in Annexure- II

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.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review no Company has become or ceased to become its subsidiaries, 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, joint ventures or associate Companies.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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 doesnt arise.

COMMITTEES:

(I) . AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of SEBI (LO&DR) Regulations, 2015, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for Directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of SEBI (LO&DR) Regulations, 2015. The same has been placed on the website of the Company.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Chapter V and Section 73, 74 & 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the Financial Year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

A Petition for initiation of Corporate Insolvency Resolution Process under Section 9 of the Insolvency and Bankruptcy Code 2016 filed against the Company by M/s. Techno Craft (Operational Creditor) for default amount of ? 25,00,624/- has been admitted by Honourable National Company Law Tribunal, Hyderabad Bench vide order dated 11.03.2022 and Mr. Maligi Madhusudhana Reddy has been appointed as Interim Resolution Professional by the Honourable National Company Law Tribunal, Hyderabad Bench.

Resolution Plan submitted by Mr Ratakonda Vivek Kumar along with Mr. Srinivasa Pagadala has been approved by Honble NCLT Hyderabad Bench vide order CP IB No 165/9/HDB/2020 dated 24.03.2023.

IA No. 1368/2022 in CP(IB) No. 165/9/HDB/2020 was disposed of by the Honble NCLT, Hyderabad bench vide its Order dated 29/03/23

DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

CREDIT & GUARANTEE FACILITIES:

The Company has not availed any Working Capital facilities and Term Loan from Banks during the year under review.

STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE 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 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) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

During the year NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 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, a report on Corporate Governance duly audited is appended as Annexure- III for information of the Members. A requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation appended as Annexure- IV for information of the Members.

POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www.grcables.com. The policies are reviewed periodically by the Board 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 fully committed to its social responsibility. The Company has been taking upmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees are covered under this policy. During the year 2022-2023, 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 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.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website www.grcables.com.

SECRETARIAL STANDARDS

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 following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employees stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: 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 BANKRUPTCY CODE, 2016.

A Petition for initiation of Corporate Insolvency Resolution Process under Section 9 of the Insolvency and Bankruptcy Code 2016 filed against the Company by M/s. Techno Craft (Operational Creditor) for default amount of ? 25,00,624/-) has been admitted by Honourable National Company Law Tribunal, Hyderabad Bench vide order dated 11.03.2022 and Mr. Maligi Madhusudhana Reddy has been appointed as Interim Resolution Professional by the Honourable National Company Law Tribunal, Hyderabad Bench.

Resolution Plan submitted by Mr Ratakonda Vivek Kumar along with Mr. Srinivasa Pagadala has been approved by Honble NCLT Hyderabad Bench vide order CP IB No 165/9/HDB/2020 dated 24.03.2023.

SUSPENSION OF TRADING IN EQUITY SHARES:

The Companys Equity Shares has been suspended for trading vide its notice no. 20170807 dated 07th August 2017.

FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company.

CEO/ CFO CERTIFICATION:

The Executive Director and CFO certification of the financial statements for the year 2022-23 is annexed in this Annual Report.

ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board of
G.R. Cables Limited
Nitin Kumar Mathur
Date: 07.12.2023 Whole-time Director
Place: Hyderabad DIN # 06451862