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Gratex Industries Ltd.

BSE: 526751 Sector: Industrials
NSE: N.A. ISIN Code: INE915E01013
BSE 00:00 | 20 Jan 14.80 -0.57
(-3.71%)
OPEN

15.37

HIGH

15.37

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14.61

NSE 05:30 | 01 Jan Gratex Industries Ltd
OPEN 15.37
PREVIOUS CLOSE 15.37
VOLUME 1072
52-Week high 18.00
52-Week low 8.10
P/E 105.71
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.37
CLOSE 15.37
VOLUME 1072
52-Week high 18.00
52-Week low 8.10
P/E 105.71
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gratex Industries Ltd. (GRATEXINDUSTRIE) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their thirty-seventh AnnualReport on the business and operations of the Company and the accounts for the FinancialYear ended March 312021.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended March312021 as compared to the previous financial year is summarized below:

(Amount in Rs)

PARTICULARS CURRENT YEAR31.03.2021 PREVIOUS YEAR31.03.2020
Total Income (including Other Income) 19038722.26 34694883.96
Total Expenditureincluding Depreciation 18661029.59 32467320.98
Profit before Tax 377692.67 2227562.98
Tax Expenses 148898 614914
Profit/Loss After Tax 228794.67 1612648.98

2. PERFORMANCE REVIEW:

The overall income from Franchisee operations for 2020-21 stood at Rs.9.19 Lakhs as compared to Rs. 26.79 Lakhs in 2019-20 & Warehousing Income for 2020-21stood at Rs. 49.70 Lakhs as compared to Rs. 109.03 Lakhs in 2019-20. Thus total income for2020-21 amounted to Rs 190.39 Lakhs. as compared to Rs. 346.95 Lakhs in 2019-20.

For the year ended 31.3.2021 the company has achieved an overall NetProfit of Rs. 2.29 Lakhs as compared to Net Profit of Rs. 16.13 Lakhs in previous year.

3. DIVIDEND:

The Directors have not recommended any dividend for the year underreview.

4. IMPACT OF COVID-19 PANDEMIC AND MITIGATION MEASURES IMPLEMENTED

The outbreak of Coronavirus (COVID-19) pandemic globally and in Indiahas resulted in slow down of economic activities. The Company has evaluated the impact ofthis pandemic on its business operations during the year ended March 312021. The pandemichas materially impacted revenues of the Company for the year ended March 312021.

The extent to which the pandemic will impact Company's results willdepend on future developments which are highly uncertain including among things anynew information concerning the severity of the COVID-19 pandemic and any action to containits spread or mitigate its impact whether government mandated or elected by the Company.The business of the Company is affected and reduced due to COVID-19 outbreak.

5. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or itsemployees during the year under review.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• Changes in Directors and KMP :

• Mr. Baldevkrishan Ramrattan Sharma (DIN: 00117161) resigned fromthe post of Managing Director of the Company w.e.f. 30th July 2020.

• Mr. Karan Baldevkrishan Sharma (DIN : 00117188) appointed asManaging Director of the Company w.e.f. 30th July 2020.

• Mr. Swapnil Anand Chari resigned from the post of CompanySecreatry of the Company w.e.f. 31st October 2020.

• Ms. Neha Arora appointed as Company Secreatry of the Companyw.e.f. 10th November 2020.

• Composition :

As on 31st March 2021 the Board comprises of FiveDirectors Two of whom are Non-Executive Independent Directors One Managing Director andTwo Non- Executive Directors one of whom is also the Chief Financial Officer of theCompany.

Mr. Baldevkrishan Ramrattan Sharma -Director (Non- Executive)

Mrs. Mona Pratap Menon - Director (Non- Executive)

Mr. Karan Baldevkrishan Sharma - Managing Director (Executive)

Mrs. Rekha Pradeep Nagori - Independent Director

Mr. Prashant Sawant - Independent Director

As on 31st March 2021 Key Managerial Personnel of theCompany are:

Mr. Karan Baldevkrishan Sharma - Managing Director.

Mrs. Mona Pratap Menon - CFO Ms. Neha Arora - Company Secretary

7. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each IndependentDirector under Section 149(6) and 149(7) of the Companies Act 2013 and Regulation16(1)(b) and Regulation 25(8) of the SEBI Listing Obligations and DisclosureRequirements) 2015 that they meet the criteria of independence laid down there under.

8. COMMITTEES OF THE BOARD:

The Company has the following Three (3) Board level committees:

(i) Audit Committee

(ii) Stakeholder Relationship Committee.

(iii) Nomination and Remuneration Committee.

The details with respect to the composition terms of reference numberof meetings held etc of these committees are given in the report on Corporate Governancewhich forms part of the Annual Report.

9. MEETINGS:

This information has been furnished under Report on CorporateGovernance which is annexed.

10. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board has carried out an annual performance evaluation of its own performancethe directors individually as well as the evaluation of the working of its AuditNomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

11. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR:

Based on the recommendation of the Nomination and RemunerationCommittee (NRC) the Board has adopted the Remuneration Policy for Directors KMPs andother Employees. NRC has formulated the criteria for the determining qualificationspositive attributes and independence of an Independent Director and also the criteria forPerformance evaluation of individual Directors the Board as a whole and the Committees.

12. AUDITORS:

Accordingly M/s Jayesh R. Shah Chartered Accountants (FirmRegistration No. 104182W Membership Number 033864) were appointed as the StatutoryAuditors of the Company at the Annual General meeting held on 30th September2019 to hold office until the conclusion of the forty-first Annual General Meeting to beheld in the year 2024.

They have confirmed that they are not disqualified from continuing asAuditors of the Company.

The Notes on Financial Statement referred to in the Auditor's Reportare self explanatory and do not call for any further comments. The Auditor's Report doesnot contain any qualification reservation adverse remark or disclaimer.

Pursuant to the Amendment Act 2017 there is no requirement of annualratification of the auditor of the Company vide Notification dated 07.05.2018. Theprovision with respect to the annual ratification has been removed from Companies (Auditand Auditors) Rules 2014.

13. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 andrule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofannual return in Form No. MGT-9 as a part of this Annual Report as Annexure 1.

14. INTERNAL AUDIT & CONTROLS:

During the year the Company continued to implement their suggestionsand recommendations to improve the control environment. Their scope of work includesreview of processes for safeguarding the assets of the Company review of operationalefficiency effectiveness of systems and processes and assessing the internal controlstrengths in all areas. Significant observations and corrective actions thereon arepresented to the Audit Committee from time to time.

The Internal Audit for the Financial Year 2020-2021 was carried out byMrs. Sujata Hodge.

Accordingly the Internal Report was placed before the Board ofDirectors and Members of the Audit Committee in the Board Meeting and Audit CommitteeMeeting.

For the Financial Year 2021-2022 the Company has appointed Mrs SujataHodge (Professional Consultant) as the Internal Auditor of the Company for carrying outthe Internal Audit.

The appointment of Mrs. Sujata Hodge as Internal Auditor of the Companywas approved by the Board of Directors in the Board Meeting held on 29th June2021. The appointment was done in due compliance of the regulations laid down by theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) 2015.

15. DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS:

The Company has laid down internal financial control with reference tothe financial statement. The details in the respect of internal financial control andtheir adequancy are included in Management Discussion and Analysis which forms part ofthis report.

16. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 a Vigil Mechanism Policy to deal with instances of fraud andmismanagement. The Vigil Mechanism Policy has been uploaded on the website of the Company.

17. RISK MANAGEMENT POLICY:

Risk management policy of the Company promotes a proactive approach inreporting evaluating and resolving risks associated with the business. Identified risksare used as one of the key inputs for the development of strategy and business plan.

The risks are assessed on a periodical basis and it assists the Boardof Directors in overseeing the Company's risk management processes and controls.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by theCompany with related parties referred to in subsection (1) of Section 188 of the CompaniesAct 2013 including certain arms length transactions under third proviso thereto is givenin Form No. AOC-2 Annexure 2.

19. SECRETARIALAUDIT:

Pursuant to the provisions of section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. JC & Associates Practicing Company Secretary (Certificateof Practice Number: 12162) to undertake the Secretarial Audit of the Company.

The Company has annexed to this Board Report as Annexure 3 aSecretarial Audit Report for the financial year 2020-21 given by the Secretarial Auditor.

The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

20. PARTICULARS OF LOANS ADVANCES GUARANTEES AND INVESTMENS:

Pursuant to Section 186 of Companies Act 2013 and Schedule V of theListing Regulations disclosure on particulars relating to loans advances guarantees andinvestments are provided as part of the Financial Statements.

21. CASH FLOW STATEMENT

In conformity with the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and requirements of Companies Act 2013 theCash flow Statement for the financial year ended 31.03.2021 is annexed here to as a partof the Financial Statements.

22. SHARE CAPITAL

There was no change in the Authorized and Paid-up Share Capital of theCompany during the year.

23. CORPORATE GOVERNANCE

As per the requirement of Listing Agreement with the Stock Exchangesthe Company has complied with the requirements of Corporate Governance in all materialaspects.

A report on Corporate Governance together with a certificate of itscompliance from the Statutory Auditors forms part of this report.

24. STATE OF COMPANY'S AFFAIR:

A detailed review of the state of company's affair operationsperformance and future outlook of the Company and its businesses is given in theManagement's Discussion and Analysis Report i.e Annexure 4 which forms part of thisReport.

25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

Your Company is committed to provide and promote safe and healthyenvironment to all its employees without any discrimination. During the year under reviewthere was no case filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The Company has in place an Anti-SexualHarassment Policy in line with the requirements of The Sexual Harassment of Women at WorkPlace (Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committeehas been set up to redress complaints received regarding sexual harassment

26. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No such Material changes occurred subsequent to closure of thefinancial year of the Company to which the balance sheet relates and the date of thereport.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION INFUTURE:

No significant and material orders were passed by the regulators orcourts or tribunals which affect the going concern status and future operation of theCompany.

28. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in nature of business carried on by the Company.

29. SUBSIDIARIES

The Company does not have Subsidiary Company

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The details of conservation of energy technology absorption foreignexchange earnings and outgo are as follows:

A. Conservation of energy:

I. the steps taken or impact on conservation of energy: NIL;

II. the steps taken by the company for utilizing alternate sources ofenergy: NIL;

III. the capital investment on energy conservation equipments: NIL.

B. Technology absorption:

I. the efforts made towards technology absorption: NIL;

II. the benefits derived like product improvement cost reductionproduct development or import substitution: NIL;

III. in case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year)-

a) the details of technology imported: NIL;

b) the year of import: NIL;

c) whether the technology been fully absorbed: NIL;

d) if not fully absorbed areas where absorption has not taken placeand the reasons thereof: NIL; and

e) The expenditure incurred on Research and Development: NIL.

C. Foreign exchange earnings and Outgo: The Foreign Exchange earned interms of actual inflows during the year and the Foreign Exchange outgo during the year interms of actual outflows: Inflow: Nil and Outflow: Nil.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act 2013 pertaining toCorporate Social Responsibility (CSR) is not applicable to the Company.

32. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:-

The information required under Section 197 of the Act read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:

i. The ratio of the Remuneration of each Director to the medianRemuneration of the employees of the Company for the financial year:

Executive Director Ratio to median Remuneration
*Karan Baldevkrishan Sharma 3.26

* Karan Baldevkrishan Sharma appointed as MD w.e.f. July 2020

ii. The percentage increase in Remuneration of each Director ChiefExecutive Officer Chief Financial Officer Company Secretary in the financial year:

- Not applicable in case of CFO as no Remuneration given to CFO

- Not applicable in case of MD as MD was appointed during the year

- Not applicable in case of CS as CS was appointed during the year

iii. The percentage increase in the median Remuneration of employees inthe financial year: 0.05

iv. The number of Permanent Employees on rolls of the Company: 32

33. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) ofsub-section (3) of Section 134 of the Companies Act 2013 shall state that—

1. in the preparation of the annual financial statements for the yearended March 312021 the applicable accounting standards have been followed with nomaterial departures;

2. the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 312021and of the profit of the Company for the year 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 agoing concern basis;

5. the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate andoperating effectively; and

6. the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

34. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees upto year2021-2022 to the Bombay Stock Exchange where the Company's Shares are listed.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirm that the Company has complied with theapplicable Secretarial Standards issued by the Institute of Company Secretaries of India(ICSI) i.e. Secretarial Standard 1 and Secretarial Standard 2 respectively relating toMeeting of its Board its Committees and the General Meeting.

36. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and DesignatedEmployees of the Company. The said code of Conduct is in line with SEBI (Prohibition ofInsider Trading) Regulations 2015.

The Code requires pre-clearance for dealing in the Company's Shares andprohibits the purchase of sale of Company's Shares by the Directors and the DesignatedEmployees while in possession of unpublished price sensitive information of the Companyand during the period when the Trading Window is closed.

The Board is responsible for implementation of the Code. All theDirectors and Designated Employees have complied with the Code.

37. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all employees in the course of day to daybusiness operations of the Company. The Code has been placed on the Company's websitewww.grtaex.in.

The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the Designated Employees in their businessdealings and in particular on matter relating to integrity in the work place in businesspractices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have compliedwith the Code.

38. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. Your Directorsalso wish to place on record their deep sense of appreciation for the committed servicesby the Company's executives staff and workers.

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