Your Directors have pleasure in presenting their thirty-third Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.
1. FINANCIAL HIGHLIGHTS:
The financial performance of the Company for the year ended March 31 2017 as comparedto the previous financial year is summarized below: (Amount in Lacs)
|PARTICULARS ||CURRENT YEAR 31.03.2017 ||PREVIOUS YEAR 31.03.2016 |
|Revenue from Operations ||121.06 ||125.81 |
|Total Expenditureincluding Depreciation ||103.25 ||102.70 |
|Profit before Tax ||18.52 ||(8.98) |
|Profit/Loss After Tax ||18.96 ||(8.22) |
2. PERFORMANCE REVIEW:
The overall income from Franchisee operations for 2016-17 stood at Rs.24.92 Lakhs ascompared to Rs.22.92 Lakhs in 2015-16 & Warehousing Income for 2016-17 stood atRs.87.19 Lakhs as compared to Rs.102.88 Lakhs in 2015-16. Thus total income for 2016-17amounted to Rs.1.21 Crores as compared to Rs.1.26 Crores in 2015-16. Our carry forwardlosses decreased due to current year profit with losses now standing at a nominal ofRs.35.13 Lakhs with the target to completely make the Company Debt free resulting in aconsiderable increase in our profitability.
For the year ended 31.3.2017 the company has achieved an overall Net Profit of Rs.18.96Lakhs as compared to Net Loss of Rs.8.22 Lakhs in previous year.
The Directors have not recommended any dividend for the year under review.
4. OUTLOOK FOR 2017-2018:
Your Companys focus would be to maintain the profitability for the year byreducing the costs. With growth anticipated at 25% in the coming year emphasis would be inInfrastructure and Real Estate sector. With favourable economic conditions your companyexpects considerable growth in both franchisee and warehouse operations.
During the year the Company would resume the trading model which would help theturnover grow.
5. FIXED DEPOSITS:
Your Company has not accepted any deposits from the public or its employees during theyear under review.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board comprises of Six Directors two of whom are Non-Executive IndependentDirectors one Chairman one Managing Director one Chief Financial Officer & oneWhole Time Director.
7. PARTICULARS OF EMPLOYEES:
Particulars as required under section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as ANNEXURE-I to this Report.
This information has been furnished under Report on Corporate Governance which isannexed.
9. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING
QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR:
Based on the recommendation of the Nomination and Remuneration Committee (NRC) theBoard has adopted the Remuneration Policy for Directors KMPs and other Employees. NRC hasformulated the criteria for the determining qualifications positive attributes andindependence of an Independent Director and also the criteria for Performance evaluationof individual Directors the Board as a whole and the Committees.
M/s Lakhani & Lakhani Chartered Accountants (ICAI Registration No. 115728W) werere-appointed as the Statutory Auditors of the Company to hold office from the conclusionof the thirtieth Annual General Meeting ("AGM") of the Company held on September13 2014 until the conclusion of the fourth consecutive AGM of the Company to be held inthe year 2018 (subject to the ratification of their appointment by the Members at everyAGM held after the AGM held on September 13 2014).
As required under the provisions of Section 139(1) of the Companies Act 2013 theCompany has received a written consent from M/s Lakhani & Lakhani CharteredAccountants to their appointment and a Certificate to the effect that their appointmentif made would be accordance with the Companies Act 2013 and the Rules framed thereunderand that they satisfy the criteria provided in Section 141 of the Companies Act 2013.
The Members are requested to ratify the appointment of the Statutory Auditors asaforesaid and fix their remuneration. The Auditors' Report is unmodified i.e. it does notcontain any qualification reservation or adverse remark. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
12. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormNo. MGT-9 as a part of this Annual Report as Annexure II.
13. INTERNAL AUDIT & CONTROLS:
During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Significant observations and corrective actions thereon are presented to theAudit Committee from time to time.
14. WHISTLE BLOWER POLICY / VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism Policy to deal with instances of fraud and mismanagement. The VigilMechanism Policy has been uploaded on the website of the Company.
15. RISK MANAGEMENT POLICY:
Risk management policy of the Company promotes a proactive approach in reportingevaluating and resolving risks associated with the business. Identified risks are used asone of the key inputs for the development of strategy and business plan.
The risks are assessed on a periodical basis and it assists the Board of Directors inoverseeing the Companys risk management processes and controls.
16. SECRETARIAL AUDIT:
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules2014 the Company hasappointed M/s. JC & Associates Practicing Company Secretary (Certificate of PracticeNumber: 33081) to undertake the Secretarial Audit of the Company.
The Company has annexed to this Board Report as Annexure III a SecretarialAudit Report given by the Secretarial Auditor.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All Related Party Transactions entered during the year were in the Ordinary Course ofBusiness and on Arms Length basis.
18. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS:
As per the requirement of Listing Agreement with the Stock Exchanges the Company hascomplied with the requirements of Corporate Governance in all material aspects.
A report on Corporate Governance together with a certificate of its compliance from theStatutory Auditors forms part of this report.
19. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information required u/s 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is given below: Particulars with respect to consumptionof Energy Technology absorption are not applicable to the operations of the Company.
Value of Imports on CIF basis:
|Particulars ||2016-2017 ||2015-2016 |
|Purchase of Goods ||NIL ||NIL |
|EURO ||NIL ||NIL |
|USD ||NIL ||NIL |
|GBP ||NIL ||NIL |
21. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate SocialResponsibility (CSR) is not applicable to the Company.
22. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that1. in the preparationof the annual financial statements for the year ended March 31 2017 the applicableaccounting standards have been followed with no material departures; 2. the Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2017 and of the profit of the Company for theyear ended on that date; 3. the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
4. the Directors have prepared the annual financial statements on a going concernbasis;
5. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and 6. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
23. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 tothe Bombay Stock Exchange where the Companys Shares are listed.
Your Directors record their grateful appreciation for the encouragement assistanceco-operation and consistent support received from Customers Business Partners DealersFinancial institutions and Government Authorities. The Board thanks the employees of theCompany for their continued support. Your Directors are thankful to all the Stakeholdersfor their continued patronage.
| ||By Order of the Board |
| ||For Gratex Industries Limited |
| ||Baldevkrishan Sharma ||Karan Sharma |
|Place : Mumbai ||Chairman ||Managing Director |
|Date : 29.05.2017 ||DIN: 00117161 ||DIN: 00117188 |
Annexure - I
Particulars as required under Section 197 of the Companies Act 2013 read with Rule5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014
|Sr. No. ||Name ||Designation of the Employee ||Remuneration Received (in Rs.) ||Nature of Employment - Whether Contractual or otherwise ||Qualification and Experience of the Employee ||Date of Commenc ement of Employment ||Age ||Last Employment held |
|1 ||Mr. Baldevkrishan ||Chairman ||660000.00 ||Permanent ||Bachelors || || || |
| ||Sharma || || || ||in Science (B.Sc.) || || || |
| || || || || ||41 Yrs || ||70 Yrs || |
|2 ||Mr. Karan Sharma ||Managing Director ||660000.00 ||Permanent ||B.Com 17 Yrs || ||37 Yrs || |
|3 ||Mr. K.P. Bhardwaj ||Whole time Direcor ||381000.00 ||Permanent ||B.Sc. || ||86 Yrs || |
|4 ||Mr. Dilip Mankame ||Asst. Manager ||289916.00 ||Permanent ||12th ||01-09-1992 ||56 Yrs || |
|5 ||Mrs. Rashmi Nadkarni ||Customer Care Executive ||299808.00 ||Permanent ||B.Com ||18-06-2012 ||43 Yrs || |
|6 ||Mr. Kamlakar Patil ||Accounts & Admin Head ||219696.00 ||Permanent ||B.Com ||02-11-2000 ||43 Yrs || |
|7 ||Mr.Vinod Waman ||Store Officer ||219836.00 ||Permanent ||12th ||02-04-2012 ||43 Yrs || |
|8 ||Mr. Rajan Patil ||Store Assistant ||212690.00 ||Permanent ||F.Y. B.Com. ||02-11-2000 ||43 Yrs || |
|9 ||Mr. Girish Kulkarni ||Store Assistant ||204371.00 ||Permanent ||10th ||26-12-1998 ||53 Yrs || |
|10 ||Mr. Pravin Shinde ||Store Assistant ||212968.00 ||Permanent ||S.Y. B. Com. ||02-04-2012 ||24 Yrs || |
| ||Karan Baldev Sharma ||Baldevkrishan Sharma |
|Date : 29.05.2017 ||Managing Director ||Chairman |
|Place : Mumbai ||(DIN: 00117188) ||(DIN: 00117161) |