To,
The Members,
Your Directors have pleasure in presenting their thirty-ninth Annual Report on the
business and operations of the Company and the accounts for the Financial Year ended March
31, 2023.
1. FINANCIAL HIGHLIGHTS:
The financial performance of the Company, for the year ended March 31, 2023 as compared
to the previous financial year is summarized below:
(Amount in Rs.)
| PARTICULARS |
PREVIOUS YEAR |
CURRENT YEAR |
|
31.03.2022 |
31.03.2023 |
| Total Revenue |
3,02,42,563.91 |
4,25,99,095.80 |
| Finance Cost |
1,96,289.70 |
1,26,248.78 |
| Depreciation |
11,84,524.00 |
12,50,957.00 |
| Other Expenses |
2,74,77,739.11 |
3,89,68,896.78 |
| Profit/Loss before exceptional Item |
13,84,011.10 |
22,52,992.24 |
| Less: Extraordinary Items |
- |
- |
| Less: Deferred Tax Asset (Net) |
27,006.00 |
(78,611.00) |
| Less: Current Tax |
4,00,000.00 |
5,25,000.00 |
| Less: Prior Year Tax |
(34,492.00) |
(71,807.00) |
| Profit/Loss during the year |
9,91,497.10 |
18,78,410.24 |
2. PERFORMANCE REVIEW:
The overall income from Franchisee operations for 2022-23 stood at Rs. 18.65 Lakhs as
compared to Rs. 18.41 Lakhs in 2021-22 & Warehousing Income for 2022-23 stood at Rs.
64.61 Lakhs as compared to Rs. 53.66 Lakhs in 2021-22. The total income of company for
2022-23 amounted to Rs 425.99 Lakhs as compared to Rs. 302.42 Lakhs in 2021-22. Also there
was a significant increase in the Companys digital printing sales, catalogue sales and
modular furniture and profile sales.
The Companys sales increased by 41% in year 2022-23 which is the highest turnover in
last 9 years. Also Company achieved a growth of 90% in net profit after tax of the
Company.
For the year ended 31.3.2023 the company has achieved an overall Net Profit of Rs.
18.78 Lakhs as compared to Net Profit of Rs. 9.91 Lakhs in previous year.
3 DIVIDEND:
The Directors have not recommended any dividend for the year under review.
4 TRANSFER TO RESERVE
Your Company has not transferred anything to reserve during the year under review.
5 DEPOSITS:
Your Company has not accepted any deposits from the public or its employees during the
year under review.
6 DIRECTORS AND KEY MANAGERIAL PERSONNEL:
? Composition :
As on 31st March, 2023 the Board comprises of Five Directors, Two of whom
are Non-Executive Independent Directors, One Managing Director, and Two Non- Executive
Directors one of whom is also the Chief Financial Officer of the Company.
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, 2023, Key Managerial Personnel of the Company 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 Independent Director under
Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and
Regulation 25(8) of the SEBI Listing Obligations and Disclosure Requirements), 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, number of meetings
held, etc of these committees are given in the report on Corporate Governance which forms
part of the Annual Report.
9 MEETINGS:
This information has been furnished under Report on Corporate Governance, which is
annexed.
10 BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board
has carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration Committees. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
11 POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR:
Based on the recommendation of the Nomination and Remuneration Committee (NRC), the
Board has adopted the Remuneration Policy for Directors, KMPs and other Employees. NRC has
formulated the criteria for the determining qualifications, positive attributes and
independence of an Independent Director and also the criteria for Performance evaluation
of individual Directors, the Board as a whole and the Committees.
12 STATUTORY AUDITORS:
M/s Jayesh R. Shah, Chartered Accountants, (Firm Registration No. 104182W, Membership
Number 033864) were appointed as the Statutory Auditors of the Company at the Annual
General meeting held on 30th September, 2019, to hold office until the
conclusion of the Annual General Meeting to be held in the year 2024.
They have confirmed that they are not disqualified from continuing as Auditors of the
Company.
The Notes on Financial Statement referred to in the Auditors Report are self
explanatory and do not call for any further comments. The Auditors Report does not
contain any qualification, reservation, adverse remark or disclaimer.
Pursuant to the Amendment Act, 2017 there is no requirement of annual ratification of
the auditor of the Company vide Notification dated 07.05.2018. The provision with respect
to the annual ratification has been removed from Companies (Audit and Auditors) Rules
2014.
REPORTING OF FRAUDS BY AUDITORS
There are no Fraud reported by Auditors u/s 143(12) of the Companies Act 2013 for the
year ended 31st March, 2023.
13 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company with
related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013
including certain arms length transactions under third proviso thereto is given in Form
No. AOC-2, Annexure 1. All related party transactions that were entered into during
the financial year were on arms length basis and were in the ordinary course of Companys
business.
All the related party transactions are placed before the Audit Committee as well as the
Board for approval on a quarterly basis. Approval of the shareholders is also obtained,
wherever necessary, in this regard.
14 SECRETARIAL AUDIT:
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. JC & Associates, Practicing Company Secretary (Certificate of Practice
Number: 12162) to undertake the Secretarial Audit of the Company.
The Company has annexed to this Board Report as Annexure 2, a Secretarial Audit
Report for the financial year 2022-23 given by the Secretarial Auditor.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
15. DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Companys policies, safeguarding of
its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures. For more details, refer to the ‘Internal control systems and their
adequacy section in the Managements discussion and analysis, which forms part of this
Annual Report. The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
The details in the respect of internal financial control and their adequacy are
included in Management Discussion and Analysis, which forms part of this report as Annexure
- 3.
16 EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of
the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are
made available on the Companys website i.e. on www.gratex.in.
17. WHISTLE BLOWER POLICY / VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism Policy to deal with instances of fraud and mismanagement. The Vigil
Mechanism Policy has been uploaded on the website of the Company.
18 RISK MANAGEMENT POLICY:
Risk management policy of the Company promotes a proactive approach in reporting,
evaluating and resolving risks associated with the business. Identified risks are 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 Board of Directors in
overseeing the Companys risk management processes and controls.
19 INTERNAL AUDIT & CONTROLS:
During the year, the Company continued to implement their suggestions and
recommendations to improve the control environment. Their scope of work includes review of
processes for safeguarding the assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the internal control strengths in
all areas. Significant observations and corrective actions thereon are presented to the
Audit Committee from time to time.
The Internal Audit for the Financial Year 2022-2023 was carried out by Mrs. Sujata
Hodge.
Accordingly the Internal Report was placed before the Board of Directors and Members of
the Audit Committee in the Board Meeting and Audit Committee Meeting.
Further the Company has appointed Mrs. Sujata Hodge (Professional Consultant) as the
Internal Auditor of the Company for carrying out the Internal Audit for FY 2023-24. The
appointment was done in due compliance of the regulations laid down by the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015.
20. PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENS:
Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing
Regulations, disclosure on particulars relating to loans, advances, guarantees and
investments are provided as part of the Financial Statements.
21. CASH FLOW STATEMENT
In conformity with the provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and requirements of Companies Act, 2013, the Cash flow
Statement for the financial year ended 31.03.2023 is annexed here to as a part of the
Financial Statements.
22. SHARE CAPITAL
There was no change in the Authorized and Paid-up Share Capital of the Company during
the year.
23. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 a Report on Corporate Governance Report is not applicable to the Company
as it does not fall under the criteria of Paid up Share Capital of Rs. 10 Crore and
Turnover of Rs. 25 Crores.
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015 ("the SEBI Listing Regulations") a
separate report on Corporate Governance along with the Auditors Certificate on its
compliance is attached as Annexure – 4 to this Report.
24. STATE OF COMPANYS AFFAIR:
A detailed review of the state of companys affair, operations, performance and future
outlook of the Company and its businesses is given in the Managements Discussion and
Analysis Report i.e Annexure 3, which forms part of this Report.
25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company is committed to provide and promote safe and healthy environment to all
its employees without any discrimination. During the year under review, there 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-Sexual Harassment Policy in line
with the requirements of The Sexual Harassment of Women at Work Place (Prevention,
Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment
26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No such Material changes occurred subsequent to closure of the financial year of the
Company to which the balance sheet relates and the date of the report.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:
No significant and material orders were passed by the regulators or courts or tribunals
which affect the going concern status and future operation of the Company. One GST Appeal
is pending which is related to financial year 2018-19.
28. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in nature of business carried on by the Company.
29. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The details of conservation of energy, technology absorption, foreign exchange 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 of energy: NIL;
III. the capital investment on energy conservation equipments: NIL.
B. Technology absorption:
I. the efforts made towards technology absorption: A new 9 colour digital printing
machine added of world renowned manufacturer Epson.
II. the benefits derived like product improvement, cost reduction, product
development or import substitution: Our earlier two digital machines were 4 and 6 colours.
This being 9 colours, gives more vibrancy to our product range.
III. in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)-
a) the details of technology imported: Digital Printing Machine
b) the year of import: 2022
c) whether the technology been fully absorbed: Yes
d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: NIL; and
e) The expenditure incurred on Research and Development: NIL.
C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of
actual inflows during the year and the Foreign Exchange outgo during the year in terms of
actual outflows: Inflow: Nil and Outflow: Nil.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social
Responsibility (CSR) is not applicable to the Company.
32. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 OF THE COMPANIES
(APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:-
The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below:
i. The ratio of the Remuneration of each Director to the median Remuneration of the
employees of the Company for the financial year:
| Executive Director |
Ratio to median Remuneration |
| Karan Baldevkrishan Sharma (MD) |
2.45 |
a) The Median remuneration of Employees of the Company was Rs. 2.48 Lakh
b) For this purpose, Sitting fees paid to the Directors have not been considered as
remuneration.
ii. The percentage increase in Remuneration of each Director, Chief Executive Officer,
Chief Financial Officer, Company Secretary in the financial year:
| Name |
Designation |
% increase in remuneration in the financial year |
| Karan Baldevkrishan Sharma |
Managing Director |
14.50% |
| Neha Arora |
Company Secretary |
15.11% |
iii. The percentage increase in the median Remuneration of employees in the financial
year: 0.68%
iv. The number of Permanent Employees on rolls of the Company: 21
33. 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. in the preparation of the annual financial statements for the year ended March 31,
2023, the applicable accounting standards have been followed with no material departures;
2. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of
the Company for the year ended on that date;
3. the Directors have taken proper and sufficient care 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;
4. the Directors have prepared the annual financial statements on a going concern
basis;
5. the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively;
and
6. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
34. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees upto year 2023-2024 to
the Bombay Stock Exchange, where the Companys Shares are listed.
35. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors affirm that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) i.e.
Secretarial Standard 1 and Secretarial Standard 2 respectively relating to Meeting 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 Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires preclearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed.
The Board is responsible for implementation of the Code. All Board Directors and the
designated employees have confirmed compliance with the Code.
37. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the Company. The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the Designated Employees in their business
dealings and in particular on matter relating to integrity in the work place, in business
practices and in dealing with stakeholders.
All the Board Members and the Senior Management Personnel have complied with the Code.
38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR
There were neither any applications made under the Insolvency and Bankruptcy Code, 2016
nor any proceedings were pending.
39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF
Not Applicable.
40. ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation for the assistance and
co–operation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services by the
Companys executives, staff and workers.
| By Order of the Board of Director |
|
| For Gratex Industries Limited |
|
| SD/- |
SD/- |
| Baldevkrishan Ramrattan Sharma |
Karan Baldevkrishan Sharma |
| Chairman Director |
Managing Director |
| DIN : 00117161 |
DIN: 00117188 |
| Place: Mumbai |
|
| Date: 30th May 2023 |
|
+91-9892691696
