| The Directors have pleasure in presenting the 43T
1. Financial Highlights
Amount (Rs.Lacs)
Particulars Year ended Year ended
31.03.2015 31.03.2014
Sale value of production 927 1549
Gross profit 172 19
Interest 289 593
Cash loss 117 574
Dep & w/o 68 302
Exceptional Item (7708) (862)
Profit before tax 7523 (14)
Profit after tax 7523 (14)
Dividend - -
2. DIVIDEND
In view of the operating loss suffered by the Company during the period
under report, your Directors are not in a position to recommend any
dividend for the year 2014-15
3. PRODUCTION AND SALES
The Company has not been operating its Uppal (Hyderabad) plant since
May 2000 and at present only its Silvassa plant is working. As the
banks suspended all the credit facilities earlier made available, the
Company revised its business strategy by accepting and executing job
orders. This is reflected in continuance of business in spite of
absence of working capital facilities. The Company produced 9492 Mts of
Conductor during the year under Report as compared to 4347 Mts in the
previous year.
4. REFERENCE TO BIFR
The Company was declared as a sick industrial undertaking by BIFR in
September, 2001 and Industrial Development Bank of India (IDBI) was
appointed as the "Operating Agency" to examine the viability of the
Company and formulate a scheme for its revival. As required, the
Company submitted its Rehabilitation Proposal to IDBI and others in
November, 2001 for their consideration. After a series of discussion,
at the instance of the lending institutions, the Company submitted its
revised Rehabilitation Proposal in October, 2003 and requested the
institutions for its early consideration. After examining the proposal
and further discussion, the Lenders initially gave time to the Company
upto 30,h September, 2004, which was later on extended upto 30th June,
2005, to show significant operational improvement in its performance.
The Lenders also advised the Company to look into the possibility of
one-time settlement of dues and the Company earnestly pursued the
matter with the Lenders BIFR vide its order dated 14.09.2007 confirmed
its opinion of winding up in terms of Section 20(1) of the Sick
Industrial Companies (Special Provisions) Act. The Company preferred an
appeal and got stayed the aforesaid Order.
In the meantime, the Company's efforts to make a breakthrough in the
matter has borne fruit and IDBI, SASF & UTI have agreed for one-time
settlement of their dues. As regards others, modalities are being
worked out. It is hoped that with massive investment planned in Power
Sector, the situation is expected to turn-around in favour of the
Company.
5. Contract / arrangement with related party
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 arm's length basis. Your Directors draw
attention of the members to Note 45 to the financial statement which
sets out related party disclosures.
6. Particulars of loans, investments and guarantees
The Company did not give any loan, make investment or provide guarantee
u/s 186 of the Companies Act, 2013 during the financial year
7. Management Discussion and Analysis
a. Business review and outlook
The power sector, after going through a turbulent time for over a
decade, has started looking up due to reforms initiated by the
successive Governments. This augurs well for the aluminium industry,
particularly for those like us engaged in the manufacture and supply of
electrical conductors for overhead power transmission and distribution
lines.
b. Internal Control System and their adequacy.
The Company has a proper and adequate system of internal controls with
laid-down policies and procedures for all its operations and financial
functions to see that all its assets are safeguarded and protected
against loss from any unauthorized use or disposition and all financial
records are maintained properly. The Company's Board has an Audit
Committee which consists of two independent Directors to review, inter
alia, the significant findings of the internal audit.
c. Rehabilitation Scheme.
BIFR vide its order dated 14.09.2007 confirmed its opinion of winding
up in terms of Section 20(1) of the Sick Industrial Companies (Special
Provisions) Act. The Company preferred an appeal before the Hon'ble
High Court of Andhra Pradesh which has stayed BIFR order.
In the meantime, the Company's efforts to make a break through in the
matter has borne fruit and IDBI, SASF & UTI have agreed for one time
settlement of dues. As regards others, modalities are being worked out.
It is hoped that with massive investment planned in Power Sector, the
situation is expected to turn- around in favour of the Company.
d. Material developments in human resources / industrial relations.
The Company values human resource as one of its most important assets
and is strengthening it in line with its growth plans. The Company has
always had an excellent track record of cordial and harmonious
industrial relations. This year too, the industrial relations in the
Company have been very cordial and not a single man-day was lost on
this account.
e. Cautionary Statement.
Statements in the Management Discussion and Analysis describing the
Company's objectives, projections, estimates, expectations may be
'forward-looking statements' within the meaning of applicable
securities law and regulations. Actual results could differ materially
from those expressed or implied. Important factors that could make a
difference to the Company's operations include economic conditions
affecting demand / supply and price conditions in the domestic and
overseas markets in which the Company operates, changes in the
Government regulations, tax law and other statutes and other incidental
factors.
8. Composition of Directors .
The Board of Directors as at 31.03.2015 comprises seven directors, of
which five are non- executive. The Chairman is non-executive and the
number of independent directors, i.e. those who have no business
relationship with the Company is three. The composition is as under:
Name of the Director Position
Executive
Sri D C Galada Promoter & Managing Director & CEO
Sri Devendra Galada Promoter & Executive Director
Non-Executive Promoter
Sri S M Kankaria Promoter & Chairman
Sri M C Galada Promoter Director
Non-Executive Independent
Sri M L Sachdeva Director
Ms Ameeta Trehan Director
Nominee Director -
Independent
Sri S V Kanaka Seshu Nominee of APIDC
9. Meetings of each Director:
Five Board Meetings were held during the year, the dates being
30.05.2014,09.08.2014,14.11.2014, 09.02.2015 and 28.03.2015. The last
AGM was held on 30.09.2014.
The attendance record of the Directors at the Board Meetings and the
last Annual General Meeting (AGM) is given below:
Name of the Director Attendance No. of other Directorships and other
Particulars Committee Membership / Chairmanship.
Board Last Other Committee Memberships*
Meet
ing AGM Directorships (of which Chairman)
Sri (Y/N)
SMKankaria 2 N - -
DCGalada 5 Y 1 -
Devendra Galada 5 Y - -
MCGalada 4 N 1 -
T B Subramaniam* 2 Y 2 2 (2)
MLSachdeva 5 N - -
S V Kanaka Seshu 3 N 2 -
Ms Ameeta Trehan** 2 N 1 -
Note: Only three committees, namely, Audit Committee, Shareholders /
Investor Grievance Committee and Remuneration Committee have been
considered.
* Expired on 20.08.2014
** Appointed as Additional Director w.e.f 09.02.2015
10. Policy for selection of Directors
The Board formulated the following policy for selection of Directors
and determining their Independence.
1) Introduction
a) The Company believes that an enlightened Board consciously creates a
culture of leadership to provide a long-term vision and policy approach
to improve the quality of governance. Towards this, the Company ensures
constitution of Board of Directors with an appropriate composition,
size, diversified expertise and experience and commitment to discharge
their responsibilities and duties effectively.
b) The Company recognizes the importance of Independent Directors in
achieving the effectiveness of the Board. The Company aims to have an
optimum combination of Executive, Non-Executive and Independent
Directors.
2) Scope
This Policy sets out the guiding principles for identifying persons who
are qualified to become Directors and to determine the independence of
Directors, in case of their appointment as independent directors of the
Company.
3) Policy
a) Qualifications and Criteria
i) The Board, shall review on an annual basis, appropriate skills,
knowledge and experience required of the Board as a whole and its
individual members. The objective is to have a Board with diverse
background and experience that are relevant for the Company's global
operations.
ii) In evaluating the suitability of individual Board member, the
following factors are taken into account
General understanding of the Company's business dynamics, global
business and social perspective;
Educational and professional background
Standing in the profession
Personal and Professional ethics, integrity and values;
Willingness to devote sufficient time and energy in carrying out their
duties and responsibilities effectively.
iii) The proposed appointee shall also fulfill the following
requirements:
Shall posses a Director Identification Number;
Shall not be disqualified under the Companies Act, 2013;
Shall give his written consent to act as a Director;
Shall endeavor to attend all Board Meetings and wherever he is
appointed as a Committee Member, the Committee Meetings;
Shall abide by the Code of Conduct established by the Company for
Directors and Senior Management Personnel;
Shall disclose his concern or interest in any company or companies or
bodies corporate, firms, or other association of individuals including
his shareholding at the first meeting of the Board in every financial
year and thereafter whenever there is a change in the disclosures
already made;
Such other requirements as may be prescribed, from time to time, under
the Companies Act, 2013, Equity Listing Agreements and other relevant
laws.
b) Criteria of Independence
i) The Board shall assess the independence of Directors at the time of
appointment / re- appointment and the Board shall assess the same
annually. The Board shall re-assess determinations of independence when
any new interests or relationships are disclosed by a Director.
ii) The Independent Directors shall abide by the "Code for Independent
Directors" as specified in Schedule IV to the Companies Act, 2013.
c) Other directorships / committee memberships
i) The Board members are expected to have adequate time and expertise
and experience to contribute to effective Board performance.
Accordingly, members should voluntarily limit their directorships in
other listed public limited companies in such a way that it does not
interfere with their role as directors of the Company. The Board shall
take into account the nature of and the time involved in a Director's
service on other Boards, in evaluating the suitability of the
individual Director.
ii) A Director shall not serve as Director in more than 20 companies of
which not more than 10 shall be Public Limited Companies.
iii) A Director shall not serve as an Independent Director in more than
7 Listed Companies and not more than 3 Listed Companies in case he is
serving as a whole-time Director in any Listed Company.
iv) A Director shall not be a member in more than 10 Committees or act
as Chairman of more than 5 Committees across all companies in which he
holds directorships.
For the purpose of considering the limit of the Committees, Audit
Committee and Stakeholders' Relationship Committee of all Public
Limited Companies, whether listed or not, shall be included and all
other companies including Private Limited Companies, Foreign Companies
and Companies under Section 8 of the Companies Act, 2013 shall be
excluded.
11. Remuneration Policy
The following Remuneration Policy for Directors, Key Managerial
Personnel and other employees is followed
1. Introduction
Galada Power and Telecommunication Ltd., (GPTL) recognizes the
importance of aligning the business objectives with specific and
measureable individual objectives and targets. The Company has
therefore formulated the remuneration policy for its directors, key
managerial personnel and other employees keeping in view the following
objectives:
a) Ensuring that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate to run the
company successfully.
b) Ensuring that relationship of remuneration to performance is clear
and meets the performance benchmarks.
c) Ensuring that remuneration involves a balance between fixed and
incentive pay reflecting short and long term performance objectives
appropriate to the working of the company and its goals.
2. Scope
This policy sets out the guiding principles for the Nomination and
Remuneration Committee for recommending to the Board the remuneration
of the directors, key managerial personnel and other employees of the
Company.
3. Policy
a) Remuneration to Managing Director, Executive Director and Key
Managerial Personnel.
i) The Board on the recommendation of Nomination and Remuneration
Committee , shall review and approve the remuneration payable to
Managing Director and Executive Director of the Company within overall
limits approved by the shareholders.
ii) The Board, on the recommendation of the Committee, shall also
review and approve the remuneration payable to the Key Managerial
Personnel of the Company.
iii) The remuneration structure to the Managing Director, Executive
Director and Key Managerial Personnel shall include the following
components:
* Basic Pay
* Perquisites and Allowances
* Retiral benefits
b) Remuneration to Non-Executive Directors.
Non-Executive Directors shall be entitled to sitting fees for attending
the meetings of the Board and the Committees thereof. The Non-Executive
Directors shall also be entitled to reimbursement of expenses in
addition to the sitting fees.
c) Remuneration to other employees
Employees shall be assigned grades according to their qualifications
and work experience, competencies as well as their roles and
responsibilities in the organization. Individual remuneration shall be
determined within the appropriate grade and shall be based on various
factors such as job profile, skill sets, seniority, experience and
prevailing remuneration levels for equivalent jobs.
12. Declaration by Independent Director
The Company received necessary declarations from each Independent
Director u/s 149 (7) of the Companies Act, 2013 to the effect that he /
she meets the criteria of independence laid down in Section 149(6) of
the Companies Act, 2013.
13. Board Evaluation
The evaluation of all the Directors and the Board as a whole was
conducted based on the criteria and frame work adopted by the Board as
envisaged in the Companies Act, 2013.
14. Training of Independent Directors
Every new Independent Director of the Board attends an orientation
programme to get familiarized with the Company's strategy, operations,
product, service, markets, organization structure, finance, human
resources, technology, quality, facilities and risk management.
15. Changes in the Board of Directors.
1. Mr T B Subramanian expired on 20.08.2014 and the Board places on
record its appreciation for the services rendered by him during his
tenure with the Company.
2. Ms Ameeta Trehan who is well versed will the indian financial
system was appointment as ' Additional Director w.e.f 09.02.2015 to
hold office till the date of AGM. The Company seeks
your support in confirming the appointment of Ms Ameeta Trehan in the
ensuing AGM.
3. As per the provisions of the Companies Act 2013, Mr M C Galada
retires at the ensuing AGM and being eligible, seeks reappointment. The
Board recommends his reappointment.
4. The Companies Act, 2013 provides for the appointment of Independent
Directors upto 5 consecutive years on the Board of the Company.
Accordingly, the Board recommends the appointment of Shri M L Sachdeva
and Ms Ameeta Trehan as Independent Directors for 5 consecutive years
on the Board of our Company and the support of the member is sought for
in this regard.
16. Committees of the Board
Consequent to the demise of Shri T B Subramaniam and the induction of
Ms Ameeta Trehan on our Board, the following Committees are
reconstituted with effect from 09.02.2015.
a. Audit Committee
1 Ms Ameeta Trehan Chairman
2 Shri M L Sachdeva Member
3 Shri M C Galada Member
b. Nomination and Remuneration Committee
1 Shri M L Sachdeva Member
2 Ms Ameeta Trehan Chairman
c. Shareholder's / Investor's Grievance Committee
1 Ms Ameeta Trehan Chairman
2 Shri M C Galada Member
17. Director's Responsibility Statement
a. In the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
b. The Directors 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 the Company as at March 31,2015 and of the profit of the Company for
the year ended on that date;
c. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d. The Directors 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 are operating effectively;
f. 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.
18. Auditors & Auditor's Report
1. Statutory Auditors
M/s Brahmayya & Co, Chartered Accountants hold office till the
conclusion of the ensuing Annual General Meeting and are eligible for
reappointment. They have confirmed their eligibility to the effect that
their re-appointment, if made, would be within the prescribed limits
under the Act and that they are not disqualified for re-appointment.
2. Cost Auditors
The provision of the Companies Act, 2013 in this regard are not
applicable to the Company.
3. Secretarial Auditor
The Board appointed S V Achary & Company, Company Secretaries to
conduct Secretarial Audit for the financial year 2014-15. The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remark and was taken on record by the Board in
their meeting held on 30.05.2015. The Audit Report is attached herewith
as Annexure I.
19. Explanation / comments by the Board on the qualification,
reservation, adverse remark or disclaimer made by the Statutory Auditor
in his report
1. Additional interest / liquidated damages payable to Financial
Institutions and others are not provided as the Company has sought
waiver of these amounts from the Institutions. The Company has already
received approvals from IDBI, SASF & UTI and as regards others,
modalities are being worked out.
2. Interest on working capital demand loan has not been provided from
the date of initiation of legal proceedings by Banks.
As regards observations at para 7(b) forming part of Annexure to
Auditor's Report, we submit that the payment of arrears of sales tax
and property tax is being suitably dealt with in the Rehabilitation
Package / OTS proposal. As regards the re-appointment of Executive
Director and Managing Director, we submit that the re-appointments are
made on the same terms and conditions stipulated on 30.11.1994 and no
increase whatsoever is considered pending the complete turn-around of
the Company. The equipment in transit is inspected by the Company
officials at regular intervals and the equipment can be commissioned
once it is cleared from the Customs under the Rehabilitation Scheme
which is yet to be formulated.
20. Annual Return
Extract of Annual Return of the Company is attached herewith as
Annexure II
21. Risk Management
The Company manages, monitors and reports on the principal risk and
uncertainties that can impact its ability to achieve its strategic
objectives. The Company's management systems, organization structure,
processes, standards, code of conduct and behavior govern the business
of the Company and manage the associated risks
22. Internal financial control
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.
23. Conservation of energy, technology absorption and foreign exchange
earnings loutgo
A Conservation of Energy
The Company has been vigorously implementing various measures for
energy conservation such as installation of sophisticated power saving
furnaces in the heat treatment and ageing operations and carrying out
modifications on a continuing basis for conservation of energy in other
fields. The additional cost incurred is more than offset by the
reduction in production cost due to lower consumption of energy per
unit of output.
B. Technology Absorption
The efforts of the Company are focused on improvement of" existing
products and standardization. There is no bought - out technology from
foreign countries to be absorbed by the company.
C. Foreign Exchange Earnings and Outgo
There are no foreign exchange earnings and outgo during the period
under report.
24. General
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review
1. Details relating to deposits covered under Chpter 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 Executive Director of the
Company receives any remuneration or commission from any of its
subsidiaries
5. No significant or material orders were passed by the regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act 2013.
ACKNOWLEDGMENTS
The Board of Directors would like to place on record their deep
appreciation and sincere thanks for the continues cooperation,
guidance, support and assistance provided during the period under
review by all the stake holders.
By order of the Board
D C Galada Devendra Galada
Managing Director Executive Director
Place : Hyderabad
Date : 30.05.2015
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