G R Cables Ltd Directors Report.

Dear Shareholders GR Cables Limited Hyderabad.

Your Directors are pleased to present the 28th Annual Report along with the audited accounts of your Company for the financial year ended March 31, 2019.

Financial Performance:

The financial highlight is depicted below: (Rs. In Lakhs)

Particulars 2018-19 2017-18
Gross Income 0.00 0.05
Profit Before Interest and Depreciation (16.58) 19.65
Finance Charges 0.00 0.00
Operating Profit/Loss before Depreciation (16.58) 19.65
Depreciation 0.00 0.00
Profit/Loss for the year (16.58) 19.65

Review of Operations:

During the year under review, your company could not achieve any significant turnover. However the company is continuously exploring new areas of business wherein there will be improvement in operation from the next financial year onwards.

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, 2019.

Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Companys 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, 2019 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, 2019 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.

Bonus 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 2018-19 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.

Details of Directors or Key Managerial Personnel who were appointed or have resigned during the Year

In accordance with the Companies Act, 2013 and the Articles of Association of the Company Mr. G.R. Reddy Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment and also Mr G.R. Reddy was reappointed as a Managing Director on 31.01.2019 for a further period of 3 years.

In order to comply with the SEBI (Listing Obligations and Disclosure Requirements) Regulations on Board composition of Promoter Directors and Independent Directors, the Board appointed Mrs. P. Beena Naidu and Mrs.K. Lakshmi Sree were appointed as an Additional Directors (Independent Directors) of the Company at their meeting held on 15.05.2019 under Section 161 of the Companies Act, 2013. The appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting. The Company also received

i) consent in writing to act as a Directors in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014;

ii) intimation in Form DIR-8 pursuant to terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that they are not disqualified as per Section 164(2) of the Companies Act, 2013; and

iii) a declaration to the effect that he meets the criteria of independence as provided under Section 149 of the Companies Act, 2013.

Mrs. P. Beena Naidu and Mrs.K. Lakshmi Sree, Independent Directors shall hold office for a term of 3 years from 01.10.2019 to 30.09.2022

Key Managerial Personnel

Mr. G.R. Reddy is the Managing Director, MR G.V.B.R. Reddy, Whole time Director and Mr. CH. Renuka Rao CFO 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 31.01.2019, 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 2019, 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 2019 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

The Board of Directors duly met 5 times during the financial year from 1st April, 2018 to 31st March, 2019, the details are given in the Corporate Governance

Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and Secretarial Standard-1.

Remuneration Policy

The terms of reference of the Committee are in line with the requirements of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations. 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.

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 I 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.

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 - II and forms part of the Boards Report.

Corporate Governance

The Company is committed to good corporate governance in line with scheduled V of listing Regulations 2015 and Provisions, Rules and Regulations of the Companies Act, 2013. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with BSE. A certificate of compliance from M/s. TRM & Associates, Chartered Accountants and the report on Corporate Governance form part of this Directors Report

Extract of Annual Return

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return in Form MGT-9 is available on the Companys website at www.grcables.com.

STATUTORY AUDITORS

M/s. TRM & Associates & Co., Chartered Accountants (Firm Registration No.009224S) were appointed as Statutory Auditors of your Company to hold office from the conclusion of the 27TH AGM held in the year 2018, until the conclusion of the 32ND AGM to be held in the year 2023.

Accordingly, M/s. TRM & Associates & Co, Chartered Accountants, Statutory Auditors of the Company will continue till the conclusion of Annual General Meeting to be held in 2023. In this regard, the Company has received a Certificate from the Auditors to the effect that their continuation as Statutory Auditors, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Auditors Report

The Statutory Auditors have issued unmodified opinion in their Consolidated and Standalone Auditors Report for the financial year ended 31st March, 2019 and there are no qualifications, reservations or adverse remarks in the Auditors Report.

Auditors Report:

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 thereunder, the Company had appointed M/s. For B S S & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2018-2019 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 Auditors 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 submission of compliances to the 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 ensure that to do all the compliances as per SEBI (LODR) Regulations, 2015 and file various e-forms/ reports/documents with Registrar of Companies and stock exchange.

Internal Financial control system and their adequacy:

The Board of your Company has laid down internal financial controls which comply with the provisions of the Companies Act, 2013 and Listing Regulation with Stock Exchange and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

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 Regulation 22 of the Listing Regulation, 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) of 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.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) 2015 read with the Listing Agreement entered with the Stock Exchanges, Corporate Governance as well as the Auditors certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

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 2018-19

Companys 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 Companys 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 Companys shares on NSDL & CDSL. The ISIN allotted to the Companys 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

G.R. Reddy G.V.B.R.Reddy
Managing Director Whole-time Director
Place: Hyderabad
Date: 14.08.2019