GTN Industries Ltd Directors Report

To the Members,

Your Directors are presenting the 62nd Annual Report together with the Audited Statements of Account for the year ended 31st March, 2024

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Net Sales/Income from Operations*	18538	31389
Other Income	143	216
Variation in Stock	-818	-1752
Total	17863	29853
EXPENDITURE
a) Cost of Materials**	12698	20883
b) Staff Cost	1519	1559
c) Power & Fuel	1498	1433
d) Other expenditure	2177	2675
Total	17892	26550
OPERATING PROFIT	-29	3303
Interest	430	758
Profit/(Loss) before Depreciation and Taxation	-459	2545
Depreciation	370	357
Profit/(Loss) Before Tax	-829	2188
Provision for Current Tax	0	-1013
Provision for Deferred Tax	196	381
Other Comprehensive income/(Loss)	11	1
TOTAL COMPREHENSIVE PROFIT/(LOSS) AFTER TAX	-622	1557

The figures of the Corresponding year of the Company are not comparable with those of the previous year on account of the Meadak unit was in the Company from 1st April to 30th April, 2022

* Sales includes Traded goods of Rs 565 lacs (Previous Year Rs. 3919 lacs).

** Cost of Material includes Trading purchases of Rs.550 lacs (Previous Year Rs. 3626 lacs).

DIVIDEND

In view of the inadequate profits and poor performance of the Company during the year, to conserve available resources your Directors have not recommended any Dividend for the year.

PERFORMANCE REVIEW

During the Financial Year under review, the Company has achieved turnover of Rs.18538 lacs against Rs.31389 lacs in the corresponding previous year. The operating loss before interest, depreciation and tax was Rs. 29 lacs as against profit of Rs.3303 lacs.Total Comprehensive loss after Tax is Rs.622 lacs as against Profit of Rs.1557 lacs in the corresponding previous year.

CORPORATE DEBT RESTRUCTURING

The Company has come out from CDR since all the Term Loans and ROR( Right of Recompression) to all the Lenders were paid to their satisfaction. Further, IDBI Bank Ltd has also vide their letter dated 25th Oct, 2022 confirmed the same on exit from CDR. Releasing of Pledge of Shares is under process.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, your Directors confirm that:-

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures.

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the end of the financial year and of the Loss of the Company for that year.

c) they have taken proper and sufficient care, for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of your Company and for preventing and detecting fraud and other irregularities.

d) they have prepared the annual accounts on a going concern basis.

e) the directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) 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.

CORPORATE GOVERNANCE

Your Directors affirm their commitments to the Corporate Governance Standards prescribed by the Securities and Exchange Board of India (SEBI). A report on Corporate Governance with Management Discussion and Analysis as required under Regulation 27 of the SEBI Regulations are attached as Annexure:

FIXED DEPOSITS

Company is not accepting Fixed Deposits from the public/shareholders.

DIRECTORS

Mr.C.George Joseph would be attaining the age of 75 years on 2nd Feb, 2025. In view of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements), (Amendment) Regulations, 2018, for the continuation of Mr.C.George Joseph as a NonExecutive Non-Independent Director beyond 2nd Feb, 2025, consent of the Members would be required by way of a Special Resolution. It is in the interest of the Company to continue to avail his valuable expertise.

Mr. M.R. Vikram and Mrs. RajulKothai were retired due to completion of their two consecutive 5 years term and in their place Mr. Ranganath M.V, Mr. Ashok Kumat T T and Mrs. Sabari S Kambli were appointed as Independent Directors and Independent Woman Director respectively at the Board of Directors Meeting held on 6th Aug, 2024.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of The Companies Act, 2013 and Regulation 27 of the SEBI Regulations.

PERFORMANCE EVALUATION

The Board under took the initiative to conduct a formal evaluation of its own performance and that of its committees & individual Directors. The Nomination & Remuneration Committee led the evaluation process.

The Independent Directors reviewed the performance of non-independent Directors, the Chairperson of the Company and the Board as a whole.

AUDITORS

i) Statutory Auditors

At the 60th AGM held on 29th day of September, 2022 the members approved appointment of M/s. Lodha& Co LLP Chartered Accountants, Mumbai, as the statutory Auditors of the Company hold office till the conclusion of the 65th Annual General Meeting to be held in the year 2027.

ii) Cost Auditors

M/s. NSV Krishna Rao & Co., Cost Accountants were appointed by the Board of Directors as Cost Auditors of your Company for the year ended 31st March, 2024.For the Financial Year 2024-25 M/s. NSV Krishna Rao & Co., Cost Auditor is appointed with a remuneration of Rs. 50,000/- P.A. (Rupees Fifty thousand only) and same is recommended to the Shareholders for approval.

iii) Secretarial Audit

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-II

PERSONNEL & INDUSTRIAL RELATIONS

There were no employees whose particulars are to be given in terms of Section 134 of the Companies Act,2013 read with the Companies (Particulars of Employees) Regulations Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Companies Act, 2013 read with Rule 8 of Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 2014, are set out in Annexure-I, attached here to and forms part of this report.

VIGIL MECHANISM POLICY

In pursuance to the provisions of section 177(9) & (10)of the Companies Act, 2013, a Vigil Mechanism Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.gtnindustries.com under investor relations link.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the companies Act, 2013 Corporate Social Responsibility (CSR) is applicable to the following Companies having Net worth of Rs. 500 Cr. or more or Turnover of Rs 1000 Cr. or more or Net profit of Rs. 5 Cr. or more. However, our Company has achieved a profit of Rs. 2390 lacs for the Financial year 2022-23 and average of last 3 years i.e.,2020-21,2021-22 and 2022-23 is Rs. 2307 lacs and 2% of average is Rs. 46,14,314/- and where as the company was paid CSR amount of Rs. 50 lacs to JK Lakshmipat University, Jaipur, Rajasthan for utilisation of Higher education related activities.

During the Financial year 2023-24 Company got losses of Rs. 622 lacs

RELATED PARTY TRANSACTIONS POLICY

In pursuance to the provisions of Section 188 of Companies Act, 2013 , company established Related Party Transaction Policy. Related party transactions that were entered during the financial year were at an arms length basis and were in the ordinary course of business.

There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee/Board for its omni bus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-III.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.gtnindustries.com under investors relationship link.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is Annexed-IV here with

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.During the Financial Year 202324, the Company has received Zero complaints of sexual harassment, out of which Zero complaints have been disposed off by taking appropriate actions. The remaining Nil complaints are under investigation.

OTHER MANAGEMENT POLICES

The following policies are placed in companys website.

1) Policy for determining materiality of events

2) Policy on preservation of documents

3) Policy on code of conduct for Board Members

4) Nomination and Remuneration Policy

5) Archival Policy for material event/material information disclosed to the stock exchange(s).

DECLARATION OF MANAGING DIRECTOR & CEO

This is to certify that the Company had laid down code of conduct for all the Board Members and senior Management personnel of the company and the same is uploaded on its website www.gtnindustries.com.

Further, certified that the members of the Board of Directors and Senior Management personnel have affirmed the compliance with the code applicable to them during the year ended 31st March, 2024

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to Central Bank of India, IDBI Bank Limited and YES Bank Limited, the concerned Departments of the State and Central Government, Employees and Shareholders of the Company for their valuable assistance, support and cooperation to the Company.

	For and on behalf of the Board
Place: Hyderabad	(M.K. PATODIA)
Date : 06-08-2024	Chairman & Managing Director