Your Directors have pleasure in presenting their thirty-second Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2016.
1. FINANCIAL HIGHLIGHTS:
The financial performance of the Company for the year ended March 31 2016 as comparedto the previous financial year is summarized below:
| || ||(Amount in Lacs) |
|PARTICULARS ||CURRENT YEAR 31.03.2016 ||PREVIOUS YEAR 31.03.2015 |
|Revenue from Operations ||125.81 ||80.45 |
|Total Expenditure including Depreciation ||102.70 ||75.89 |
|Profit before Tax ||(8.98) ||(20.44) |
|Profit/Loss After Tax ||(8.22) ||(17.34) |
2. PERFORMANCE REVIEW:
The overall income from Franchisee operations for 2015-16 is Rs.22.92 Lakhs as comparedto Rs.38.30 Lakhs in 2014-15 & warehousing income for 2015-16 is Rs.1.03 crores ascompared to Rs.86.97 Lakhs in 2014-15. Thus total income for 2015-16 amounts to Rs.1.26crores which is same as last year. However our profitability has increased.
For the year ended 31.3.2016 company is into overall Net loss of Rs.8.22 Lakhs ascompared to Net Loss of Rs.17.34 Lakhs last year.
The major reason for the loss is the Loan written off of Elar Fashion Ltd of Rs.32.15Lakhs. We had already written off the loan of Rs. 25 Lakhs of Andhra Pradesh Power Ltd in2014-15. Now we have cleaned off our books of all old liabilities.
Our carry forward losses including the current year loss now stands Rs.54.09 Lakhswhich we should easily cover up in the current year making us completely free of anyliability or debt which will be a great achievement for us.
In view of the losses suffered by the Company the Directors regret their inability torecommend dividend for the year under review.
4. OUTLOOK FOR 2016 2017:
Even though the Franchisee operations have been hit with low sales we have maintainedthe profitability by reducing the costs. However we expect to grow by at least 25% in thenew year with infrastructure and real estate sector due to grow in the current year withthe thrust given by the government the expectation of growth both in franchisee andwarehouse operations is very high.
We have also been very conscious of our expenses which will be controlled further tobring the company again into profitability state. During the year we will also resume thetrading model which was followed earlier to grow our turnover. The idea of manufacturingdigital wallcoverings is also being pursued which may happen during the year.
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.
Retirement & Appointment / Re-appointment :
Mrs. Promila Sharma and Mr. Pratap Menon resigned as Directors of the Company witheffect from 11.08.2015. Mrs. Rekha Nagori resigned as Independent Director of the Companywith effect from 07.11.2015. Your Directors place on record their sincere appreciation ofthe valuable contribution made by the aforesaid Directors.
In accordance with the relevant provisions of the Companies Act 2013 Ms. Mona PratapMenon (DIN 00117025) Director of the Company is liable to retire by rotation at theforthcoming Annual General Meeting and being eligible offers herself for re-appointment.The Board recommends her re-appointment at the ensuing Annual General Meeting. The detailsrelating to the Director who is to be re-appointed as stipulated under clause 49 (IV)(G)of the Listing Agreement is furnished in the Notice forming part of the Annual Report.
Pursuant to the recommendations of the Nomination and Remuneration Committee the Boardrecommends the reappointment of Mr. Krishna Prakash Bhardwaj who will attain the age of83 years on July 10 2016 as the Whole Time Director for a further period of 5 years w.e.fApril 1 2016 at the forthcoming Annual General Meeting by way of Special Resolution.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and clause (b)of Regulation 16 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
7. DETAILS PERTAINING TO EMPLOYEES AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013:
There were no employees covered under provisions under Section 197(12) of the CompaniesAct 2013.
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 APPOINMENT 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 third consecutive AGM of the Company to be held inthe year 2017 (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 not contain any qualificationreservation or adverse remark. Notes to Accounts and Auditors remarks in their report areself-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 I.
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 II a Secretarial AuditReport 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 consumption of Energy Technology absorption are notapplicable to the operations of the Company.
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 that
1. that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
2. that your Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for the year;
3. that your Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
4. that your Directors have prepared the annual accounts on a going concern basis.
5. that your Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
6. that your Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
23. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 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 : 26.05.2016 ||DIN: 00117161 ||DIN: 00117188 |