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Gretex Industries Ltd.

BSE: 538378 Sector: Industrials
NSE: GRETEX ISIN Code: INE985P01012
BSE 05:30 | 01 Jan Gretex Industries Ltd
NSE 05:30 | 01 Jan Gretex Industries Ltd

Gretex Industries Ltd. (GRETEX) - Director Report

Company director report

TO

THE MEMBERS

GRETEX INDUSTRIES LIMITED

Your Directors have pleasure in presenting their 10th Annual Report togetherwith the Audited Financial Statements of the Company for the Year ended March 31 2019.

FINANCIAL RESULTS

Particulars F.Y.-2018-2019 F.Y.-2017-2018
Revenue from Operations 142103728 80471921
Other Income 819681 799217
Total Income 142923408 81271138
Profit/(Loss) before Depreciation Interest & Taxation 3009085 4250467
Less: Interest 1141605 1121687
Less: Depreciation & Amortization 1364900 1365770
Profit/(Loss) before taxation 502580 1763010
Less: Provision for taxation - -
Earlier Years tax - -
Deferred Tax 285411 1116241
Profit/(Loss) after taxation 217169 646769
Balance carried to Balance sheet 217169 646769

FINANCIAL AND PERFORMANCE REVIEW

During the financial year 2018-2019 the revenue from operations of your companyincreased to Rs. 142103728 as against Rs. 80471921 in the previous year.

Your Company posted a year of excellent performance in its revenue generation ascompared to the previous year. The Profit of the company for the year under review stoodat Rs. 217169 as against the Profit of Rs. 646769 in the previous year. Your Companyis confident that with immense support that it is receiving from everyone across the Boardand from all its dealers the revenue will bounce back and the coming year should see itclimbing back to consolidate its leadership in the category.

The company in spite of many challenges and competitive market conditions was able toachieve satisfactory Sales and Net Profit (After Tax) figures. The management is of theopinion that in the coming future as the overall situation seems to be improving and yourCompany is working out the future strategy accordingly.

GENERAL RESERVE

No amount in the general reserve has been transferred during the year under review.

DIVIDEND

During the year under review the board of directors do not recommend any dividend inorder to strengthen the net worth of the Company by retaining the available surplus forthe year ending 31st March 2019.

CHANGES IN THE NATURE OF BUSINESS

There has been no Change in the nature of the business of your Company during thefinancial year ended 31st March 2019.

DEPOSITS FROM PUBLIC

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 in the yearunder review.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

Mr. Arvind Harlalka Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible offered himself for re-appointment. TheBoard recommends his re-appointment.

None of the Directors of the Company is disqualified for being appointed/re-appointedas directors of the company as per the provisions of Section 164 of the Companies Act2013.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Act2013.

The performance of the Board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board process information and functioning etc.

The Board was of the view that the performance of the Board as a whole was adequate andfulfilled the parameters stipulated in the evaluation framework in its pro-growthactivity. The Board also ensured that the Committee functioned adequately andindependently in terms of the requirements of the Companies Act 2013.

Further the individual directors fulfilled their applicable responsibilities and dutieslaid down by the Companies Act 2013 and at the same time contributed with their valuableknowledge experience and expertise to grab the opportunity and counter the adversechallenges faced by the Company during the year.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each of the Independent Directorsunder section 149(7) of the Companies Act 2013 that he/she meets the criteria ofIndependence laid down in section 149(6) of the Companies Act 2013.

NUMBER OF MEETINGS OF THE BOARD

The Board met Eight (8) times during the financial year ended 31st March2019 the details of which are given in the Corporate Governance Report forming part ofthis report. The maximum interval between any two meetings did not exceed 120 days asprescribed under section 173 of the Companies Act 2013.

SEPARATE MEETING OF INDEPENDENT DIRECTOR

In terms of requirement of Schedule IV of the Companies Act 2013 Independent Directorhad a separate meeting on 14.11.2018 without the attendance of Non-Independent Directorand Members of management. All the Independent Directors were present at the said meeting.The activities prescribed in paragraph VII of Schedule IV to the Act were carried out atthe said meeting.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of loans guarantees or investments made under Section 186 of theCompanies Act 2013 are furnished in the notes to the Financial Statements for the yearended 31st March 2019.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

A Related Party Policy has been devised by the Board of Directors for determining themateriality of transaction with the related parties and dealing with them. The AuditCommittee reviews all the related party transactions quarterly.

Further the members may note that the Company has not entered into the following kindsof related party transactions:

- Contracts/Arrangements/Transactions which are not at arm's length basis.

- Any Material Contracts/Arrangements/Transactions.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

No material changes and commitments affecting financial position of the Company between31st March 2019 and the date of Board's Report has taken place.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations which are well supplemented by surveillance of InternalAuditor. The scope of work includes review of process for safeguarding the assets of theCompany review of operational efficiency effectiveness of systems and processes andassessing the internal control strengths in all areas. The details in respect of internalfinancial control and their adequacy are included in management discussion and analysisreport forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In pursuance of the provision of Section 135 of the Companies Act 2013 the CSRprovisions are not applicable to your Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars of conservation of energy and technology absorption as required underSection 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014 are not applicable to your Company.

FOREIGN EXCHANGE EARNINGS AND OUT-GO

During the year under review there were no earnings from foreign exchange and outgo forthe purpose of business.

DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

Information regarding Director's Remuneration policy and criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of Section 178 are provided in the Corporate Governance Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 profit or loss of the Company for the year under review.

c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

e) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) That the Directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/associate companies as on date.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the provisions of the Section 177(9) of the Companies Act 2013 and theRegulation 22 of the SEBI (LODR) Regulations 2015 your Company has adopted Whistle BlowerPolicy as part of vigil mechanism to provide appropriate avenues to the Directors andemployees to bring to the attention of the management any issue which is perceived to bein violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization ofemployees and directors who avail of the vigil mechanism and also provide for directaccess to the chairperson of the Audit committee in exceptional cases. The CompanySecretary is the designated officer for effective implementation of the policy and dealingwith the complaints registered under the policy. The same has been furnished in theCorporate Governance Report forming a part of this report.

RISK MANAGEMENT

In today's economic environment Risk Management plays a very important part ofbusiness. The main aim of risk management is to identify assess prioritize monitor andtake precautionary measures in respect of the events that may pose risks to the business.The Company is not subject to any specific risk except risks associated with the generalbusiness of the Company as applicable to the industry as a whole.

At present the Company has not identified any element of risk which may threaten theexistence of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators courts andtribunals impacting the going concern status and Company's operations in future.

AUDITORS

M/s. Gupta Agarwal & Associates Chartered Accountants (FRN: 329001E) wereappointed as Statutory Auditors of the Company for a period of 4 years in the 7th AGM ofthe Company which was held on 26th September 2016 and are eligible to continue asStatutory Auditors of the Company subject to ratification by members at the forthcomingAnnual General Meeting. They have furnished a certificate confirming that if reappointedtheir re-appointment will be in accordance with Section 139 read with Section 141 of theCompanies Act 2013. The members are requested to consider the ratification of theircontinuity of appointment as Auditors of the Company and authorise the Board of Directorsto fix their remuneration.

AUDITOR'S REPORT

The Auditors' Report issued by Gupta Agarwal & Associates on the FinancialStatements for the year ended 31st March 2019 does not contain anydisqualification or adverse remark which requires clarification.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act 2013 and Rules made there under Mrs.Namita Agarwal (Formerly Ms. Nomita Verma) Practicing Company Secretary was appointed asSecretarial Auditor of the Company for the financial years 2018-2019 and 2019-2020. TheSecretarial Audit report is annexed herewith as "Annexure I".

COST AUDIT

As per directives of the Central Government and in pursuance to the provisions ofSection 148 of the Companies Act 2013 read with rules framed there under the Company isnot required to carry out an audit of cost accounts.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the CompaniesAct 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 isannexed herewith as "Annexure IF" and forms a part of this report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and saleoperations. The Company's policy requires the conduct of all operations in such manner soas to ensure safety of all concerned compliance of statutory and industrial requirementsfor environment protection and conservation of natural resources to the extent possible.

PARTICULARS OF EMPLOYEES

As required under the provisions of Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there are noemployee falling under the above category thus no information is required to be given inthe report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Company has complied with the corporate governance code as stipulated under SEBIListing Regulations with the Stock Exchanges. A separate section on corporate governanceunder the listing agreement along with a certificate from the auditor confirming thecompliance is annexed and forms part of this Annual report as "Annexure IIF'.

DISCLOSURE ON POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN

The Company has adopted policy on prevention of Sexual Harassment of Women at workplacein accordance with the Sexual Harassment of Women at workplace.

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.

AUDIT COMMITTEE SHAREHOLDERS COMMITTEE AND NOMINATION AND REMUNERATION COMMITTEE

Details pertaining to composition of Audit Committee Shareholders Committee andNomination and Remuneration Committee are included in the report on Corporate Governance.All the recommendations made by Audit Committee were accepted by Board.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

INVESTOR RELATIONS

Your Company always endeavours to keep the time of response to shareholders'request/grievance at the minimum. Priority is accorded to address all the issues raised bythe shareholders and provide them a satisfactory reply at the earliest possible time. TheStakeholders' Relationship Committee of the Board meets periodically and reviews thestatus of the Shareholders' Grievances. The shares of the Company continue to be traded inelectronic forum and de-materialization exists with both the depositories viz. NationalSecurities Depository Limited and Central Depository Services (India) Limited.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.

Registered Office: By Order of the Board of Directors
90 Phears Lane 5th Floor For Gretex Industries Limited
Kolkata - 700 012
West Bengal
Sd/-
Place: Kolkata Arvind Harlalka
Date: 30.05.2019 Managing Director
DIN: 00494136