Your Directors have pleasure in presenting the 52nd Annual Accounts of the Company for the FinancialYear ended 31st March 2024.
FINANCIAL HIGHLIGHTS
The Company's financial performance, for the year ended 31st March, 2024 and 31st March, 2023 issummarized below:-
Rs.Lacs
Particulars
31st March 2024
31st March 2023
Sales/Other Income
138
15
Gross Profit
3104
(104)
Interest
1681
48
Cash Profit
1423
(152)
Depreciation
32
61
Profit Before Tax
1391
(213)
Profit After Tax
OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY:
As the Company has just come out of CIRP and is under revamping, the Company did not have anybusiness activity during the period under report and the period ended with a profit of Rs. 1391 lakhs(considering waiver / relief under IBC) as compared to the previous year loss of Rs. 213 lakhs.
DIVIDEND & TRANSFER TO RESERVE:
During the year under review, due to accumulated losses, no dividend on the equity shares of theCompany has been recommended and no amount is proposed to be transferred to the reserves.
STATUS OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)
The Resolution Plan has been fully implemented and the Compliance IA filed before NCLT Hyderabadbench was approved on 06.06.2024. Thus the Corporate Insolvency Resolution Process is fullycompleted in all respects.
As per the terms of the approved Resolution Plan, the existing paid-up equity share capital of thecompany was reduced from 74,89,880 equity shares of Rs.10 each amounting to Rs.7,48,98,800 to74,898 equity shares of Rs.10 each amounting to Rs.7,48,980 and fresh equity shares to thesuccessful Resolution Applicants to the extent of 84,20,000 equity shares of Rs.10 each amounting toRs. 8,42,00,000 were issued. The Company filed requisite forms with the Registrar of Companies(ROC), Hyderabad for the above reduction/cancellation of existing equity share capital and also freshissue of equity shares to the successful Resolution Applicants. ROC approved the above and hence,the Paid-up equity capital of the company stands at 84,94,898 equity shares of Rs. 10 each amountingto Rs.849,48,980 as on date.
The Company submitted an application to Bombay Stock Exchange (BSE) for approval of CapitalReduction and Listing of new shares issued as per the approved Resolution Plan of NCLT under IBC.BSE has directed the Company to incorporate a minimum of 5% public share holding in the approvedResolution Plan as required under the Securities Contracts (Regulation) (Amendment) Rules 2021.Accordingly the Company has filed an application before NCLT Hyderabad Bench for incorporation forthe said clause in the approved Resolution Plan as directed by BSE. The hearing is in progress.
As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2023-24 is putup on the Company's website and can be accessed at https://www.galadapower.com. A copy of thesame is attached.
No contract / arrangement / transaction was entered by the Company during the financial year withrelated parties. Your attention is drawn to Note 36 to the financial statements which sets out relatedparty disclosures
M/s. Brahmayya & Co., Chartered Accountants (Firm Registration No. 000513S) has been appointedas the Statutory Auditors of the Company for 5 years upto 2027-28 by the members in the AnnualGeneral Meeting held on 29.12.2023. Requisite form was filed with RoC to give effect to the saidappointment.
The Report of the Auditor is given as an annexure which forms part of the Annual Report. There wereno qualifications or adverse remarks made in the Auditors' Report. Hence, no comments underSection 134 (1) of the Companies Act, 2013 are called for.
Except as disclosed in this report, there were no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financial year and thedate of this report.
The company has no subsidiaries, joint ventures or associate companies during the financial year2023-24.
The Company doesn't have any subsidiaries. Hence, there is no need to prepare consolidatedfinancial statement for the financial year 2023-24.
The following are the Directors constituting the Board of the Company.
S. No
Director Name
DIN
1
Shri Pichakal Venkateshwar Rao
DIN:00651696
2
Smt Kanneganti Ramalakshmi
DIN:00179795
3
Shri Snehal Shantilal Mehta
DIN:00967226
4
Shri Thiyagarajan Loganathan
DIN: 10272471
The following Directors constitute the Audit Committee to comply with the provisions of Section 177of the Companies Act, 2013
1. Smt. Kanneganti Ramalakshmi, a Promoter Director
2. Mr. Snehal Shantilal Mehta, an Independent Director
3. Mr. Thiyagarajan Loganathan, an Independent Director."
"RESOLVED FURTHER THAT Mr. Snehal Shantilal Mehta shall be the Chairman of the AuditCommittee."
DECLARATION OF INDEPENDENT DIRECTORS:
The requisite Declarations are submitted by the Directors and taken on record by the Board.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW:
The Board was reconstituted on 05.07.2023 in terms of the approved Resolution Plan. The BoardMeetings were held on 08.08.2023, 14.08.2023, 01.09.2023, 03.10.2023, 14.11.2023 and 12.02.2024.All the Directors attended the meeting.
BOARD EVALUATION
The Board was evaluated as required under the Companies Act 2013.
APPOINTMET OF DIRECTORS
Ms. K. Ramalakshmi, Director retires by rotation and being eligible, offers herself for Re-appointmentin the ensuing Annual General Meeting of the Company.
BUSINESS RESTRUCTURING
The Company's manufacturing unit at Village Khadoli, Silvassa, U.T. of Dadra and Nagar Haveli, isunder Re-vamping for manufacturing ACSR/AAA Conductors which are used in T & D sector. TheCompany has received two orders aggregating Rs 50.25 Crores for raising and shifting of 400kVATransmission Lines in the State of Bihar. The execution of these orders will commence shortly.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL
Except as disclosed in this report, no orders have been passed by the Regulators or Courts orTribunals impacting the going concern status and the Company's operation.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Company is not required to constitute a Corporate Social Responsibility Committee as it does notfall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required toformulate policy on corporate social responsibility.
Litigation and Debt:
With the settlement of all stake holders as stated in the approved Resolution Plan, your Company is a"DEBT FREE COMPANY" as on date without any charge whatsoever on the assets of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134 (5) of the Act with respect to Director'sResponsibility Statement, it is hereby confirmed that
I. In the preparation of Annual Accounts, the applicable Accounting Standards have beenfollowed and maximum care has been taken to ensure that there has been no materialdeparture, to the extent possible
II. To the extent possible, the accounting policies have been selected and these have beenapplied consistently and judgments and estimates made thereon are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch, 2024 and of the profit/loss for the year ended on that date.
III. To the extent possible, proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities.
IV. Annual accounts of the Company have been prepared on a going concern basis.
V. To the extent possible, internal financial controls have been laid down to be followed bythe Company and to the best of our knowledge such internal financial controls wereadequate and operating effectively.
VI. To the extent possible, proper systems have been devised to ensure compliance with theprovisions of all applicable laws and to the best of our knowledge such systems wereadequate and operating effectively
COST RECORD
The Provisions of Section 148(1) of the Act are not applicable to the Company and accordingly, theCompany has not maintained cost accounts and records for the year ended March 31, 2024.
SECRETARIAL AUDIT & SECRETARIAL COMPLIANCE REPORT
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s S. V. Achary & Co,Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. There is noqualification, reservation or adverse remark made in their Secretarial Audit Report submitted to theCompany. 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 capitalis 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 (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 (the Rules), as amended, regardingparticulars of the employees drawing remuneration in excess of the limits set out in the said Rules arenot applicable to the Company.
Compliance with Provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) ACT, 2013
The Company is committed to uphold and maintain the dignity of women employees and it has inplace a policy which provides for protection against sexual harassment of women at work place andfor 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 Harassmentof Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 .
GENERAL
Your Director State that no disclosure or reporting is required in respect of the following items asthere 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 anyscheme
4. Neither the Managing Director nor the Whole Time Director of the company has received anycommission from the company.
ACKNOWLEDGEMENT:
The Board of the Company would like to express sincere appreciation for the cooperation andassistance received from shareholders, financial creditors, bankers, regulatory bodies, employeesand other business constituents & stakeholders during the year under review.
For and on behalf of Galada Power &Telecommunication Limited
Sd/-
K RamalaksmiDirector
DATE: 12.08.24