Galada Power & Telecommunication Ltd Directors Report.

Dear Shareholders,

Mr Nitin V Panchal, Resolution Professional, presents the 48thAnnual Report and the audited financial statements for the financial year ended March 31, 2020

BACKGROUND:

This is to appraise the members that pursuant to an application filed by Stressed Assets Stabilization Fund (SASF) before the Honble National Company Law Tribunal, Hyderabad Bench ("NCLT") in terms of Section 7 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed there under ("Code"), NCLT had admitted the application and ordered the commencement of corporate insolvency resolution process ("CIR Process") of Galada Power and Telecommunication Limited("GPTL/Corporate Debtor/Company")vide its order dated 14th August 2019 ("Admission Order"). NCLT had, pursuant to the Admission Order, appointed Mr. Nitin V Panchal as an interim resolution professional (IRP) for the Corporate Debtor. In terms of the Admission Order, inter alia, the management of the affairs of the Corporate Debtor was vested with IRP. Thereafter, the Committee of Creditors (CoC) of the Corporate Debtor appointed Mr. Nitin V Panchal as the resolution professional for the Corporate Debtor ("RP" ).

In terms of Section 17 of the Code , on commencement of CIRP, the powers of the Board of Directors of GPTL stand suspended and the same are exercised by RP. The management of the affairs of GPTL has also been vested with RP till the time resolution plan is approved by CoC and further approved by NCLT under the Code

FINANCIAL RESULTS

The financial statements for the financial year ended March 31, 2020, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs

The Companys financial performance, for the year ended 31stMarch, 2020and period ended 31stMarch, 2019is summarized below:-

Particulars Year ended Year ended
31st March 2020 31st March 2019
Sales 21 465
Gross Profit (195) (42)
Interest 119 234
Cash Profit (314) (276)
Depreciation 69 72
Exceptional Item
Profit Before Tax (383) (348)
Profit After Tax (383) (348)
Dividend --- ---

OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY:

The Company is in CIRP under the Code and during the period under review, the Company did not have any business activity and the period ended with a loss of Rs. 383 lakhs as compared to the previous year loss of Rs. 348 lakhs.

The present pandemic situation on account of COVID-19 has been a challenge for the people, communities, business, countries and the world as a whole. It has disruptive impact beyond any parallel. However, during the entire lockdown, our team has handled all the functions in compliance with the Code.

DIVIDEND & TRANSFER TO RESERVE:

During the year under review, since the Company is in CIRP and due to current year losses, no dividend on the equity shares of the Company has been recommended and no amount is proposed to be transferred to the reserves.

STATUS OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

During CIRP, RP with the concurrence ofCoC invited Expression of Interest (EOI) for resolution plan. Two Resolution Applicants (RA) submitted their resolution plans compliant with the Code and the same were presented to CoC.However, these Resolution plans were rejected byCoC and the result of e-voting was communicated to the Resolution Applicants.

Post communication of the rejection of the plans to the Resolution Applicants , they expressed their willingness to improve their offer. These communications were placed before CoC and the Resolution Professional was authorized to file Miscellaneous Application before Honble NCLT Hyderabad Bench seeking permission / directions as to whether re-negotiations / revised resolution plans be considered by COC with the same RAs whose plans were already rejected by COC.

Miscellaneous Application as mentioned above was filed with the Honble NCLT , Hyderabad Bench on 18th May 2020 through e-filing followed by separate petition on 27th May 2020 for early hearing of the same..The matter is reserved for Order since then.

RP has filed Miscellaneous Application before Honble NCLT , Hyderabad bench against the ExManagement, contesting the payments of remuneration and repayment of unsecured loans to Managing Director and Executive Director respectively as Preferential Payments" invoking the applicable provisions of the Code and the proceedings are in progress for the same

SHARE CAPITAL:

During the period under review, there was no change in the Authorized and Paid Up Share Capital of the Company. The Authorized Share Capital of the Company is Rs.11 Crores. The Paid Up Equity Share Capital of the Company is Rs. 7.49 Crores as on 31st March, 2020.

Extract of Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2019-20 is put up on the Companys website and can be accessed at https://www.galadapower.com

Particulars of Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties, were in the ordinary course of business and on an arms length basis. Your attention is drawn to Note 40 to the financial statement which sets out related party disclosures Material Development in Human Resources /Industrial Relations.

The Company values human resources as one of the most important asset. The Company has always had an excellent track record of cordial and harmonious industrial relations. There are20 employees as on date. During the Financial year 2019-20, there were changes in the remuneration drawn by certain employees wef 1st November 2019 as per the discussion held during the 3rd COC Meeting held on 14th November 2019 and the same was approved by resolution as required by Section 28 of the Insolvency and Bankrupcy Code, 2016

In view of the General Circular No.20/2020 dated 5th May 2020 issued by Ministry of Company Affairs and prevailing situation owing to the difficulties involved in dispatchingphysical copies, the financial statements ( including RPs Report , Auditors Report and other documents)are sent only by email to the members and to all the other persons entitled

Auditors& Auditors Report

M/s.K.S.Rao& Co. , Chartered Accountants ( Firm Registration No. 003109S ) hold the office from the conclusion of AGM until conclusion of the next AGM and they confirmed their eligibility to the effect that their appointment if made would be withing the prescribed limits under the Act and they are not disqualified for the appointment. They were appointed till 2023 and ADT-1 was filled accordingly. They will be paid remuneration as mutually discussed and approved by the Committee of Creditors.

Explanation to Auditors Remarks

The Report of the Auditor is given as an annexure which forms part of the AnnualReport.There were no qualification or adverse remarks made in the Auditors Report. Hence, no comments under Section 134 (1) of the Companies Act, 2013 are called for.

Material Changes affecting the Financial Position of the Company

Except as disclosed in this report, there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

As the Company does not carry on any manufacturing activity, most of the information of the Company as required under Section 134(3)of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. However, the information as applicable has been given in the documents forming part of this Report.

Details of Subsidiary, Joint Venture or Associates

The company has no subsidiaries, joint ventures or associate companies during the financial year 2019-20

Consolidated Financial Statements

The Company doesnt have any subsidiaries. Hence, there is no need to prepare consolidated financial statement for the financial year 2019-20

BOARD OF DIRECTORS

During the year Ms.AmeetTrehan , an Independent Director had submitted her resignation on 28th February 2020 as a Director of the Company.As required under the Companies Act,2013, the Company had filed the necessary eForm DIR -12 with Registrar of Companies ( ROC ).However as required under Section 28(1) (2) of the Insolvency and Bankruptcy Code, 2016, the Resolution Professional put up the same before the Committee of Creditors for seeking their vote on the same in their meeting held on 16th April 2020.The CoC did not approve the resignation of Ms.AmeetTrehan , an Independent Director of the Company.The DIR -12 was filed with the ROC along with the outcome of the above referred COC meeting.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is in CIRP and the Board is suspended. The powers of the management are vested in RP.Provisions of Section 152 (6) of the Companies Act, 2013 regarding retirement of directors by rotation is not applicable to the company.

DECLARATION OF INDEPENDENT DIRECTORS:

As the Board is suspended due to commencement of CIRP, the provisions relating to declaration of Independent Directors are not applicable.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW:

The Board Meeting were conducted for the first quarter and second quarter on 28.05.2019 and 14.08.2019 respectively.

No furthermeeting of Board of Directors or Committee was held after the commencement of Corporate Insolvency Resolution Process (CIRP).

Board Evaluation

Due to suspension of the Board, these provisions are not applicable.

Details of significant & material orders passed by the regulators or courts or tribunal.

Except as disclosed in this report, no orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operation .

Corporate Social Responsibility (CSR) Policy

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company manages , monitors and reports on the principal risk and uncertainties that can impact its ability to achieve its strategic objectives. The companys management systems , organization structure , processes standards, code of conduct and behavior govern the business of the company and manage associated risks.

Directors Responsibility Statement

Before the commencement of Insolvency Process Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors hereby confirm that:

L in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure.

i they have selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch,2020 and of the profit/loss for the year ended on that date.

i they have made 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 and detecting fraud and other irregularities.

v They have prepared the annual accounts on a going concern basis.

v they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

v they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

The Company is not operational and there are 20 workers & employees working at present in the Company. All responsibilities related to Accounts, Finance, Compliances and all other work related to the Company were on the Directors of the Company . Hence , Directors of the company are responsible for all the acts of the Company prior to the CIRP commencement date."

Cautionary Statement

During CIRP, the Resolution Professional has relied upon the representations, clarification and

explanations provided by the CFO & Company Secretary in relation to the Audit of Financial Statements and approved the same only to the limited extent of discharging the powers of the Board of the Company which has been conferred upon him interalia in terms of the provisions of Section 17 of IBC-2016

It is pertinent to note that the Resolution Professional made all practical and reasonable efforts from time to time to facilitate information / data from the officials / public domain / suspended directors of the company in relation to preparation of the financial statements of the company and also to provide the information required by the auditors for the purpose of carrying out the audit. The RP has tried his best to prepare the financial accounts based on the available records in various forms and the explanations given to him .The RP also confirms that no assets belonging to third party were in the possession of the company on the date of admission for CIRP as well as handing over of the charge to him.

RP has not personally verified the information found through various sources and placed reliance/confidence on the available data/ information produced before him and the explanations given to him.

Because of the inherent limitations of the financial control with reference to the financial statements including the possibility of the collusion or improper management &override controls, material misstatements due to error or fraud may occur and may not be detected.

The Financial statements have been signed by the Resolution Professional in his fiduciary capacity and only for the statutory requirement without accepting any personal responsibility. The resolution professional is not liable for any error or misstatement of the facts and figures if any in the accounts of M/s Galada Power and Telecommunication Limited for the year ended 31st March 2020 and the same are only for the purpose of statutory compliance. Resolution professional should be absolved from the accuracy, veracity and sufficiency or completeness of such information. Readers and users of these statements are advised to do their due diligence before arriving at any conclusion. The Resolution Professional has signed the Financial Statements to facilitate the CIR Process and to facilitate the Statutory requirements without any liability of the same.

COST RECORD

The Provisions of Section 148(1) of the Act are not applicable to the Company and accordingly , the Company has not maintained cost accounts and records for the year ended March 31, 2020.

SECRETARIAL AUDIT ^SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Resolution Professional had appointed M/s S.V.Achary& Co, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark made in their Secretarial

Audit Report submitted to the Company. The Secretarial Audit Report is attached herewith as Annexure I.

Corporate Governance

The Company is exempted from"Corporate Governance Report " as the paid-up equity share capital is less than Rs 10 crores and net-worth is less than Rs 25 crores in terms of clause 15(2) of SEBI ( Listing Obligations and Disclosure Requirements ) Regulations 2015 as amended from time to time.

Particulars of Employees and related disclosures

Provisions of 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 (the Rules), as amended, regarding particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is not applicable to the Company.

Compliance with provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year no such complaints was received.

The Company has also constituted an Internal Compliance Committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 .

General

The Resolution Professional States that no disclosure or reporting is required in respect of the folloing items as there were no transactions on these items during the year under review.

1. Details relating to deposits covered under Chapter V of the Act

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares ( Including Sweat Equity Shares) to employees of the company under any scheme

4. Neither the Managing Director nor the Whole Time Director of the company has received any commission from the company.

ACKNOWLEDGEMENT:

The RP of the Company would like to express sincere appreciation for the cooperation and assistance received from shareholders, bankers, regulatory bodies, employees and other business constituents during the year under review. The RP looks forward their support in future.

For and on behalf of Galada Power &Telecommunication Limited

Nitin Vishwanath Panchal Resolution Professional

Galada Power And Telecommunication Limited (Under Corporate Insolvency Resolution Process)

IP registration no. IBBI/IPA-001/IP-P00777/2017-2018/11350 Email ID: ip.galadapower@gmail.com

(Galada Power and Telecommunication Limited is inCorporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code 2016. Its affairs, business and assets are being managed by the Resolution Professional, Mr.NitinV.Panchal, appointed by the National Company Law Tribunal by Order dated 14th August 2019and continued as Resolution Professional by the Committee of Creditors in its meeting held on 20th September 2019under the provisions of the Code.)

Signed without any liability for administrative purpose only, as review period also contains period prior to appointment of Insolvency professional / commencement of corporate insolvency resolution process.

PLACE: MUMBAI

DATE: 23.10.2020