Directors Report of Galada Power & Telecommunications Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 52^nd Annual Accounts of the Company for the Financial
Year ended 31^st March 2024.

FINANCIAL HIGHLIGHTS

The Company''s financial performance, for the year ended 31^st March, 2024 and 31^st March, 2023 is
summarized 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	1391	(213)

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 any
business 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 the
Company 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 Hyderabad
bench was approved on 06.06.2024. Thus the Corporate Insolvency Resolution Process is fully
completed in all respects.

SHARE CAPITAL:

As per the terms of the approved Resolution Plan, the existing paid-up equity share capital of the
company was reduced from 74,89,880 equity shares of Rs.10 each amounting to Rs.7,48,98,800 to
74,898 equity shares of Rs.10 each amounting to Rs.7,48,980 and fresh equity shares to the
successful Resolution Applicants to the extent of 84,20,000 equity shares of Rs.10 each amounting to
Rs. 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 fresh
issue 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 amounting
to Rs.849,48,980 as on date.

The Company submitted an application to Bombay Stock Exchange (BSE) for approval of Capital
Reduction 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 approved
Resolution Plan as required under the Securities Contracts (Regulation) (Amendment) Rules 2021.
Accordingly the Company has filed an application before NCLT Hyderabad Bench for incorporation for
the said clause in the approved Resolution Plan as directed by BSE. The hearing is in progress.

Extract of Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2023-24 is put
up on the Company''s website and can be accessed at https://www.galadapower.com. A copy of the
same is attached.

Particulars of Contracts or Arrangements with Related Parties

No contract / arrangement / transaction was entered by the Company during the financial year with
related parties. Your attention is drawn to Note 36 to the financial statements which sets out related
party disclosures

Auditors & Auditors Report

M/s. Brahmayya & Co., Chartered Accountants (Firm Registration No. 000513S) has been appointed
as the Statutory Auditors of the Company for 5 years upto 2027-28 by the members in the Annual
General Meeting held on 29.12.2023. Requisite form was filed with RoC to give effect to the said
appointment.

Explanation to Auditor''s Remarks

The Report of the Auditor is given as an annexure which forms part of the Annual Report. There were
no qualifications 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.

Details of Subsidiary, Joint Venture or Associates

The company has no subsidiaries, joint ventures or associate companies during the financial year
2023-24.

Consolidated Financial Statements

The Company doesn''t have any subsidiaries. Hence, there is no need to prepare consolidated
financial statement for the financial year 2023-24.

BOARD OF DIRECTORS

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

AUDIT COMMITTEE

The following Directors constitute the Audit Committee to comply with the provisions of Section 177
of 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 Audit
Committee."

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 Board
Meetings 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-appointment
in 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, is
under Re-vamping for manufacturing ACSR/AAA Conductors which are used in T & D sector. The
Company has received two orders aggregating Rs 50.25 Crores for raising and shifting of 400kVA
Transmission 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 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 Company''s 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.

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''s
Responsibility Statement, it is hereby confirmed that

I. In the preparation of Annual Accounts, the applicable Accounting Standards have been
followed and maximum care has been taken to ensure that there has been no material
departure, to the extent possible

II. To the extent possible, the accounting policies have been selected and these have been
applied consistently and judgments and estimates made thereon are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st
March, 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 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.

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 by
the Company and to the best of our knowledge such internal financial controls were
adequate and operating effectively.

VI. To the extent possible, proper systems have been devised to ensure compliance with the
provisions of all applicable laws and to the best of our knowledge such systems were
adequate and operating effectively

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, 2024.

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 Board 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 are
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

Your Director 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 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 Board of the Company would like to express sincere appreciation for the cooperation and
assistance received from shareholders, financial creditors, bankers, regulatory bodies, employees
and other business constituents & stakeholders during the year under review.

For and on behalf of Galada Power &Telecommunication Limited

Sd/-

K Ramalaksmi
Director

DATE: 12.08.24

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Mar 31, 2012

The Directors have pleasure in presenting the 40th Annual Accounts of the Company for the financial year ended 31st March, 2012.

Amount in Rs. Lacs

Year Year Particulars ended ended 31.03.2012 31.03.2011

Sale value of production 508 1674

Gross profit/(loss) (213) 404

Interest 591 589

Cash loss 804 185

Depreciation & write off 130 132

Loss before tax 934 317

Loss after tax 934 317

Dividend - -

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 2011-12.

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.

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 30th 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 has 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, Canara Bank & Syndicate Bank have since indicated their willingness for one-time settlement of their dues and the modalities are being worked out. It is hoped that with the improvement in the power scenario due to reforms, the situation is expected to turn-around in favour of the Company.

DIRECTORS

In terms of Articles of Association of the Company, Shri. M.C. Galada retires by rotation and is eligible for re-appointment.

AUDITORS

M/s. Brahmayya & Co, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act 1956 inserted vide the Companies (Amendment) Act, 2000, the Directors confirm that:

1. In the preparation of Annual Accounts, the applicable accounting standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the loss for the year 1st April, 2011 to 31st March, 2012.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis.

AUDITOR'S REPORT

As regards observations at para 6, we submit that:

1. Due to liquidity constraints, dividend declared for the year 1995-96 has not been fully distributed and the same is being suitably dealt with in rehabilitation proposal..

2. 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.

3. 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 9(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 were made on the same terms and conditions stipulated on 30.11.1994 and no increase whatsoever was considered pending the complete turn-around of the Company. As regards observations in the Corporate Governance Certificate, we submit that the issue of composition of the Board is dealt with in our report on Corporate Governance for the year 2011-12.

PERSONNEL

Your Directors wish to place on record their appreciation for the devoted services rendered by employees at all levels.

OTHER INFORMATION

Information required by the Companies (Amendment) Act, 1988 is given in Annexure-I forming part of this Report along with Corporate Governance & Management Discussion and Analysis.

ACKNOWLEDGEMENTS

The Board of Directors would like to place on record their deep appreciation and sincere thanks for the continued 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 : 30.06.2012

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Mar 31, 2010

The Directors have pleasure in presenting the 38th Annual Accounts of the Company for the financial year ended 31st March, 2010.

Amount in Rs.Lacs

Particulars Year Year ended ended 31.03.2010 31.03.2009

Sale value of production 2246 3441

Gross profit/(loss) 317 (135)

Interest 596 679

Cash loss 279 814

Depreciation & write off 326 176

Loss before tax 605 990

Fringe benefit tax - 4

Loss after tax 605 994

Dividend - -

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 2009-10.

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.

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 30th 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. Which is at present stayed.



In the meantime, the Companys efforts to make a break through in the matter has borne fruit and IDBI, SASF.UTI, Canara Bank & Syndicate Bank have since indicated their willingness for one-time settlement of their dues and the modalities are being worked out. Similarly, the Company is making efforts to settle the dues of other lending institutions. It is hoped that with the improvement in the power scenario due to reforms, the situation is expected to turn- around in favour of the Company.

DIRECTORS

In terms of Articles of Association of the Company, Shri.T.B.Subramaniam retires by rotation and is eligible for re-appointment.

AUDITORS

M/s.Brahmayya & Co, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act 1956, inserted vide the Companies (Amendment) Act, 2000, the Directors confirm that:

1. In the preparation of Annual Accounts, the applicable accounting standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the loss for the year 1st April, 2009 to 31st March, 2010.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis. AUDITORS REPORT

As regards observations at para 6, we submit that:

1. Due to liquidity constraints, dividend declared for the year 1995-96 has not been fully distributed and the same will be regularized in due course.

2. 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.

3. 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 9(b) forming part of Annexure to Auditors 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 were made on the same terms and conditions stipulated on 30.11.1994 and no increase whatsoever was considered pending the complete turn-around of the Company.

As regards observations in the Corporate Governance Certificate, we submit that the issue of composition of the Board is dealt with in our report on Corporate Governance for the year 2009-10.

PERSONNEL

Your Directors wish to place on record their appreciation for the devoted services rendered by employees at all levels.

OTHER INFORMATION

Information required by the Companies (Amendment) Act, 1988 is given in Annexure- I forming part of this Report along with Corporate Governance & Management Discussion and Analysis.

ACKNOWLEDGEMENTS

The Board of Directors would like to place on record their deep appreciation and sincere thanks for the continued cooperation, guidance, support and assistance provided during the period under review by all the stake holders.

By order of the Board

Sd/- Sd/-

D.C.Galada Devendra Galada

Managing Director Executive Direc tor

Place : Hyderabad

Date :26th June 2010