gretex industries ltd Directors report

To,

The Members,

GRETEX INDUSTRIES LIMITED

Your Board of Directors (‘Board) is pleased to present the 14^th (Fourteenth) Annual Report of your Company, Gretex Industries Limited, for the financial year ended March 31, 2023. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this report covers the financial results and other developments during April 01, 2022 to March 31, 2023 in respect of Gretex Industries Limited.

1.SUMMARY OF FINANCIAL RESULTS

(Amount in Thousand

	Standalone		Consolidated
FINANANCIAL RESULTS	31.03.2023	31.03.2022	31.032023	31.03.2022
Total Income	220271.54	1,33,445.42	228371.20	1,33,467.84
Net Profit / (Loss) before tax	8224.96	3,671.63	8806.81	3,660.08
Less: Loss from discontinued operation	-	-	-	-
Income Tax for earlier year		3.72		3.72
Deferred Tax	90.42	(1,719.69)	90.42	(1,719.69)
Share of Profit / (Loss) from associates		-	243.53	(11.55)
Profit / (Loss) after tax for the year	6439.34	5,387.60	6439.34	5,387.60

2. PERFORMANCE OF THE COMPANY

Our Company is engaged in the business of distribution and is the sole and authorised distributor of Yamaha Musical Instrumental covering the wide States of Maharashtra, West Bengal, Sikkim and other area of North East India.

we are delighted to share the exceptional performance of the company during the financial year 2022-2023 and We have achieved extraordinary results, generating a remarkable increase in both Revenue and profits.

The Total Income of the Company stood at Rs. 2202.71 Lakhs for the year ended March 31, 2023, as against Rs. 1334.45 Lakhs in the previous year, generating a remarkable 65% increase in the total income. The Company made a Net Profit of Rs. 64.39 Lakhs for the year ended March 31, 2023, as compared to the Net Profit of Rs. 53.87 Lakhs in the previous year, increased by 19.53% profits.

The Consolidated Total Income is Rs. 2283.71 Lakhs for the financial year ended March 31, 2023, as against Rs. 1334.67 Lakhs during the previous financial year. Consolidated Net Profit (which includes profit from associate company as well) is Rs. 64.39 Lakhs for the year ended March 31, 2023, as compared to the Net Profit of Rs. 53.87 Lakhs in the previous year.

The management is of the opinion that in the coming future as the overall situation seems to be to be improving and Directors are optimistic about Companys business and hopeful of better performance with increased revenue in next year.

There has been no change in the business of the Company during the financial year ended March 31, 2023.

3. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company https://gretexindustries.com/investors/#

4. GENERAL RESERVE

During the year under review as well as during the previous year, the Company has not transferred any amount to the General Reserves.

As on March 31, 2023, Reserves and Surplus of the Company were at Rs. 45.73 Lakhs (Standalone) and Rs. 45.73 Lakhs (Consolidated).

5. DIVIDEND

During the year under review, the board of directors do not recommend any dividend in order to strengthen the net worth of the Company by retaining the available surplus for the year ending March 31, 2023.

6. CHANGES IN THE NATURE OF BUSINESS

There has been no Change in the nature of the business of your Company during the financial year ended March 31, 2023.

7. DEPOSITS FROM PUBLIC

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

8. DIRECTORS AND KEY MANAGERIAL PERSONNELS

Mr. Alok Harlalka (DIN: 02486575) was re-appointed as Non- Executive Director of the Company who is liable to retire by rotation.

Mr. Arvind Harlalka (DIN: 00494136) was appointed as Managing Director of the Company is hereby changed his designation from Managing Director to Executive Director with effect from May 25, 2023.

Mrs. Raj kumari Harlalka (DIN: 03519046) was appointed as a Managing Director of the company in the Board Meeting held on May 25, 2023 subject to approval of members in the 14th Annual General Meeting.

Mr. Bikram Burnwal was appointed as Company Secretary & Compliance Officer with effect from July 18, 2023, in place of Ms. Prajakta Vikas Raut who resigned as Company Secretary & Compliance Officer with effect from July 17, 2023.

Ms. Prajakta Vikas Raut was appointed as Company Secretary & Compliance Officer with effect from 17^th March 2023 in place of Ms. Sakshi Manhas Singh who resigned as Company Secretary & Compliance Officer with effect from 16^th March 2023.

Ms. Sakshi Manhas Singh was appointed as Company Secretary & Compliance Officer with effect from 10^th November 2022 in place of Ms. Rishika Manoj Rander who resigned as Company Secretary & Compliance Officer with effect from 10^th November 2022.

None of the Directors of the Company is disqualified for being appointed / re-appointed as directors of the company as per the provisions of Section 164 of the Companies Act, 2013.

9. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013.

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

The Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework in its pro-growth activity. The Board also ensured that the Committee functioned adequately and independently in terms of the requirements of the Companies Act, 2013.

Further, the individual directors fulfilled their applicable responsibilities and duties laid down by the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

10. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. SEPARATE MEETING OF INDEPENDENT DIRECTOR

In terms of requirement of Schedule IV of the Companies Act, 2013, Independent Director had a separate meeting on November 10, 2022, without the attendance of Non-Independent Director and 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 at the said meeting.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013 are furnished in the notes to the Financial Statements for the year ended March 31, 2023.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

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

Further the members may note that the Company have entered into the following kinds of related party transactions:

Contracts / Arrangements / Transactions which are not at arms length basis.

Any Material Contracts / Arrangements / Transactions.

Please refer Form AOC-2 Annexed to the Directors Report for details of the transactions entered with Related Parties.

14. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Except as mentioned below, there are no significant events occurred during the financial year after the date of financial statements.

Mrs. Rajkumari Harlalka (DIN: 03519046) was appointed as a Managing Director of the company in the Board Meeting held on May 25, 2023 subject to approval of members in the 14th Annual General Meeting.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations, which are well supplemented by surveillance of Internal Auditor. The scope of work includes review of process 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. The details in respect of internal financial control and their adequacy are included in management discussion and analysis report forming part of this report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to our Company for F.Y 2022-2023.

17. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars of conservation of energy and technology absorption as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are not applicable to your Company.

18. FOREIGN EXCHANGE EARNINGS AND OUT-GO

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

19. DIRECTORS RESPONSIBILITY STATEMENT

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

a) That in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial 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 of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the Company and that such internal financial controls are adequate and were operating effectively.

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

20. NAME OF THE COMPANIES WHICH ARE SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR

As on date, your Company has following associate & subsidiary companies:

Sr. No. Name and Address of the Company	CIN	Holding / Subsidiary / Associate	% of Shares held	Applicable Section
Gretex Audio Tech LLP 90, PHEARS LANE, 5TH FLOOR NA KOLKATA Kolkata West Bengal 700012	AAQ-6253	Subsidiary	66%	2(87)

21. BOARD OF DIRECTORS

The Board meets at least once in a quarter, inter-alia, to review the quarterly performance and the financial results. The notice of each Board Meeting is given in writing to each Director. The Company circulates well in advance agenda of the Board Meeting along with detailed notes to the Directors.

Composition of Board of Directors of the Company
Name of the Director	Category of Directorship	No. of Directorship in other Public & Private Limited Companies
Mr. Arvind Harlalka*	Executive Director (Non-Independent)	7
Mr. Alok Harlalka	Non-Executive (Non - Independent Director)	6
Mrs. Soma Nath	Non-Executive (Independent Director)	0
Mrs. Sujata Pilinja Rao	Non-Executive (Independent Director)	0
Mrs.Rajkumari Harlalka*	Managing Director	3

* Mr. Arvind Harlalka is appointed as Executive Director from Managing Director w. e.f. May 25, 2023.

* Mrs. Rajkumari Harlalka is appointed as Managing Director of the Company w.e.f. May 25, 2023 Subject to the approval of Shareholders.

Number of Board Meetings

During the financial year ended March 31, 2023, Seven (7) Board Meetings were held:

Sr. No.	Dates of Board Meetings
1.	May 26, 2022
2.	September 01, 2022
3.	November 03, 2022
4.	November 11, 2022
5.	November 25, 2022
6.	December 26, 2022
7.	March 16, 2023

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e., not more than 120 days from the previous meeting.

Separate Meeting of Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on November 10, 2022, to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the conditions specified under the Act and the Regulations and are independent of the management.

Directors Attendance Record

The last Annual General Meeting was held on September 29, 2022. The attendance record of the Directors at the Board Meetings during the year ended on March 31, 2023, and at the last Annual General Meeting is as under

Name of the Director	No. of Board Meetings attended during the year	Whether attended last Annual General Meeting
Mr. Arvind Harlalka*	7 out of 7	Yes
Mr. Alok Harlalka	7 out of 7	Yes
Mrs. Soma Nath	6 out of 7	Yes
Mrs. Sujata Pilinja Rao	6 out of 7	Yes

* Mr. Arvind Harlalka is appointed as Executive Director from Managing Director w. e.f. May 25, 2023. Evaluation of the Boards Performance

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation 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 Committee.

The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that the performance evaluation of the Board & Committees was satisfactory. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.

Prevention of Insider Trading Code

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 pre-clearance 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 of Directors and the designated employees have confirmed compliance with the Code.

22. COMMITTEES OF THE BOARD

In accordance with requirement SEBI (Listing Obligations and Disclosure Requirements), 2015, provisions on Corporate Governance the Board of Directors of the Company had constituted following Committees. The details of which are as under:

AUDIT COMMITTEE

Terms of Reference

The terms of reference of the Audit Committee are as per the guidelines set out in the Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the stock exchanges read with Section 177 of the Companies Act, 2013. These broadly include:

> Develop an annual plan for Committee,

> Review of financial reporting processes,

> Review of risk management, internal control and governance processes,

> Discussions on quarterly, half yearly and annual financial statements,

> Interaction with statutory, internal auditors,

> Recommendation for appointment, remuneration and terms of appointment of auditors and

> Risk management framework concerning the critical operations of the Company.

In addition to the above, the Audit Committee also reviews the following:

> Matter included in the Directors Responsibility Statement;

> Changes, if any, in the accounting policies;

> Major accounting estimates and significant adjustments in financial statement;

> Compliance with listing and other legal requirements concerning financial statements;

> Disclosures in financial statement including related party transactions;

> Qualification in draft audit report;

> Scrutiny of inter-corporate loans & investments;

> Managements Discussions and Analysis of Companys operations;

> Valuation of undertakings or assets of the Company, wherever it is necessary;

> Periodical Internal Audit Reports and the report of Fraud Risk Management Committee;

> Findings of any special investigations carried out either by the Internal Auditors or by the external investigating agencies;

> Letters of Statutory Auditors to management on internal control weakness, if any;

> Major non-routine transactions recorded in the financial statements involving exercise of judgment by the management;

> Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors and cost auditors considering their independence and effectiveness, and recommend the audit fees; and

> Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each omnibus approval given.

Composition and Meetings of Audit Committee

The Audit Committee consists of two Independent Directors at present, all members of the Audit Committee are financially literate, and they have accounting or related financial management expertise. The Audit Committee met 4 times during the financial year ended March 31, 2023. The attendance record of the members at the meeting was as follows:

Name of the Director	Position	No. of Meetings attended during the year
Mrs. Soma Nath	Chairman	4 out of 4
Mrs. Suiata Pilinja Rao	Member	3 out of 4
Mr. Arvind Harlalka	Member	4 out of 4

NOMINATION & REMUNERATION COMMITTEE (NRC)

The Board of Directors of the Company has constituted a Nomination & Remuneration Committee, as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, with the object of Remuneration & Nomination committee is to recommend / review the remuneration of Managing Directors / Whole-time Directors. The remuneration policy of the Company is directed towards rewarding performance and attracting new talents / retaining them. While deciding the remuneration, the Committee considers the financial position of the Company, trend in the Industry, Appointees qualification, experience, past performance, past remuneration etc.

Terms of Reference

The Committee is empowered: -

> Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

> Formulation of criteria for evaluation of Independent Directors and the Board;

> Devising a policy on Board diversity;

> Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every directors performance;

> Determining, reviewing and recommending to the Board, the remuneration of the Companys Managing / Joint Managing / Deputy Managing / Whole time / Executive Director(s), including all elements of remuneration package;

> To ensure that the relationship of remuneration to perform is clear and meets appropriate performance benchmarks;

> Formulating, implementing, supervising and administering the terms and conditions of the Employee Stock Option Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory / regulatory guidelines;

> Carrying out any other functions as authorized by the Board from time to time or as enforced by statutory / regulatory authorities

Composition and Meetings of the Nomination & Remuneration Committee

Name of the Director	Position	No. of Meetings attended during the year
Mrs. Soma Nath	Chairman	2 out of 2
Mrs. Sujata Pilinja Rao	Member	2 out of 2
Mr. Arvind Harlalka	Member	2 out of 2

This Committee has been formed to carry out the function as contained in Schedule V of the Companies Act, 2013 and shall enjoy necessary powers and authority reviews commensurate with its functions.

Policy for selection and appointment of Directors and their Remuneration

The Nomination and Remuneration Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors, CFO & Managing Director and their remuneration. This Policy is accordingly derived from the said Charter.

Criteria of selection of Non-Executive Directors

The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

In case of appointment of Independent Directors, the NRC Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

The NRC Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

The NRC Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director:

> Qualification, expertise and experience of the Directors in their respective fields;

> Personal, Professional or business standing;

> Diversity of the Board.

In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.

Remuneration Policy

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board meetings or any other remuneration as may be approved by the Board and the members.

A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CEO / Managing Director / CFO - Criteria for selection / appointment

For the purpose of selection of the CEO / MD / CFO, the Nomination & Remuneration Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

The Committee will also ensure that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

Remuneration for the CEO / Managing Director / CFO

At the time of appointment or re-appointment, the CEO / Managing Director / CFO shall be paid such remuneration as may be mutually agreed between the Company (which includes the NRC Committee and the Board of Directors) and the CEO / Managing Director / CFO limits as be approved by the Board and the Members and as prescribed under the Companies Act, 2013.

The remuneration shall be subject to the approval of the Members of the Company in General Meeting. The remuneration of the CEO / Managing Director / CFO comprises only of fixed component. The fixed component comprises salary, allowances, perquisites, amenities and retiral benefits.

Remuneration Policy for the Senior Management Employees

In determining the remuneration of the Senior Management Employees (i.e., KMPs and Executive Committee Members) the NRC Committee shall ensure the relationship of remuneration and performance benchmark is clear.

The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall consider the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance incentive to the NRC Committee for its review and approval.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee is in charge of looking after grievances of Investors and Shareholders. The detail of the Committee is as follows:

Terms of Reference

The terms of reference of the Committee includes the following:

> To review all complaint recorded in Scores of SEBI and replies made to the same by RTA / Company Secretary.

> To receive report on all complaints recorded in SCORES of the Registrar and Share Transfer Agent and note the corrective actions taken by the Registrars.

> To take action of all grievances and complaints lodged by the stock exchange, shareholders associations and other bodies.

> To review grievances of other stakeholders of the Company given in their individual capacity.

> Overview activities relating to share maintenance and related work.

Composition and Meetings of Stakeholders Relationship Committee

Name of the Director	Position	No. of Meetings attended during the year
Mrs. Soma Nath	Chairman	1 out of 1
Mrs. Sujata Pilinja Rao	Member	1 out of 1
Mr. Arvind Harlalka	Member	1 out of 1

23. GENERAL BODY MEETINGS Annual General Meetings

The details of the last three Annual General Meetings of the Company are as under:

Financial Year	Date & Time Venue	VENUE
2021-2022	September 29, 2022, at 4:00 p.m	90, Phears Lane, 5th Floor, Kolkata- 700012, West Bengal, India.
2020-2021	September 29, 2021, at 4:00 p.m.	90, Phears Lane, 5th Floor, Kolkata- 700012, West Bengal, India.
2019-2020	September 29, 2020, at 4:00 p.m..	90, Phears Lane, 5th Floor, Kolkata- 700012, West Bengal, India.

24. DISCLOSURE

There are no materially significant transactions with the related parties viz. Promoters, Directors or the Management, or their relatives or Subsidiaries that had potential conflict with the Companys interest.

Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the Annual Report.

There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large.

No penalties have been imposed on the Company by Stock Exchange or SEBI relating to capital markets during the last three years.

The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

During the year ended March 31, 2023 the Company does not have any material listed / unlisted subsidiary companies as defined in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 apart from mentioned below.

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Sr. No. Name and Address of the Company	CIN	Holding / Subsidiary / Associate	% of Shares held	Applicable Section	Listed
1. Gretex Audio Tech LLP 90, PHEARS LANE, 5TH FLOOR, KOLKATA WEST BENGAL 700012	AAQ-6253	Subsidiary	66%	2(87)	NO

The Independent Directors have confirmed that they meet the criteria of ‘Independence as stipulated SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

25. MEANS OF COMMUNICATION

Results

The Half Yearly Audited Results and the Annual Audited Financial Results of the Company are sent to the stock exchanges immediately after they are approved by the Board. Also, they are uploaded on the Companys website www.gretexindustries.com. The results are published in accordance with the guidelines of the Stock Exchange.

Website

The Companys website www.gretexindustries.com contains a separate dedicated section ‘Investor Relations wherein shareholders information including financial results is available. The Companys Annual Report is also available in a user- friendly and downloadable form.

Annual Report

The Annual Report containing, inter alia, Audited Financial Statements (standalone and consolidated), Boards Report, Auditors Report and other important information is circulated to Members and others entitled thereto. The Managements Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Companys website www.gretexindustries.com

NSE Corporate Compliance & Listing Centre (the ‘Listing Centre)

NSEs Listing Centre is a web-based application designed for corporate. All periodical compliance filings like shareholding pattern, among others are also filed electronically on the Listing Centre.

SEBI Complaints Redress System (SCORES)

Investors complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status. The Company regularly redresses the complaints if any, on SCORES within stipulated time.

Designated exclusive Email-id

The Company has designated the email-id info@gretexindustries.com exclusively for investor servicing.

GENERALS SHAREHOLDRS INFORMATION

Annual General Meeting:

Day & Date: 29^th September 2023 Time: 4:00 P.M.

Venue: 90, Phears Lane, 5^th Floor, Kolkata- 700012, West Bengal, India Financial Calendar

Financial reporting for the 1st Half Year End - November 11, 2022 Audited yearly Results for the year ending March 31, 2023- May 25, 2023 Book Closure

The Register of Members and Transfer Books of the Company will remain closed from Thursday, September 21, 2023, to Friday, September 29, 2023 (both days inclusive).

Listing in stock exchanges and stock codes

The name of stock exchange at which the equity shares are listed and its stock code is as under:

Name of the Stock Exchanges	Stock Code
Emerge Platform of NSE Limit	GRETEX

The ISIN number for the Company equity share: INE985P01012 CIN: L17296WB2009PLC136911

Outstanding GDRs / ADRs / Warrants / Convertible instruments and their impact on equity: NIL Listing Fees to the Stock Exchange

The Company has paid listing fees up to March 31, 2023 to o NSE Limited (NSE), where the Companys shares are listed.

E-Voting

In terms of Section 108 of the Companies Act, 2013, Rules framed there under and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company is not requiring to enroll for the e-voting facility to its Members in respect of all Members resolutions proposed to be passed at this Annual General Meeting. All the resolutions shall be passed through postal ballot.

Share Transfers Agent

Bigshare Services Private Limited S6-2, 6th Pinnacle Business Park,

Mahakali Caves Road, next to Ahura Centre,

Andheri East, Mumbai- 400093, Maharashtra, India Phone: 022 6263 8200 Email: investor@bigshareonline.com Website: www.bigshareonline.com

Share Transfer System

None of the shares are held in physical form.

26. SUBSIDAIRY COMPANIES

Gretex Audiotech LLP is the Subsidiary of the Company.

During the year ended March 31, 2023 the Company does not have any material listed / unlisted subsidiary companies as defined in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 apart from mentioned below.

Sr. No. Name and Address of the Company	CIN	Holding / Subsidiary / Associate	% of Shares held	Applicable Section	Listed
Gretex Audio Tech LLP 90, PHEARS LANE, 5TH FLOOR, KOLKATA, WEST BENGAL 700012	AAQ-6253	Subsidiary	66%	2(87)	NO

During the year under review, no companies have ceased to be joint venture or associate companies of the Company.

A statement containing the salient features of financial statements of subsidiaries as per 129(3) of the Act, is also included in this Annual Report in form AOC-1, presented in separate section forming part of the financial statement.

The Policy for determining "Material" subsidiaries has been displayed on the Companys website: https: //gretexindustri es. com/investors/#

27. DEMATERLISATION OF SHARES AND LIQUIDITY

Currently 100% of the Company Share Capital is held in dematerialized form.

28. DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2023

Shareholding of Nominal value (In Rs)	No. of Shareholders	No of Share	Percentage of Total	Share Amount	% of Shareholding
Up to 5000	-	-	-	-	-
5001-10000	-	-	-	-	-
10001-20000	-	-	-	-	-
20001-30000	-	-	-	-	-
30001-40000	-	-	-	-	-
40001-50000	-	-	-	-	-
50001-100000	29	174000	4.13	1740000	4.13
100001 and above	26	4037600	95.86	40376000	95.86
Total	56	4211600	100.00	42116000	100.00

29. MARKET PRICE DATA

Monthly high and low of the equity shares of the Company trading volume are as follows from April 1, 2022 to March 31, 2023

Sr. No.	Month	High Price	Low Price	Volume
1	April, 2022	-	-	-
2	May, 2022	-	-	-
3	June, 2022	11	11	6000
4	July, 2022	-	-	-
5	August, 2022	10.80	10.80	6000
6	September, 2022	-	-	-
7	October, 2022	13	11.30	24000
8	November, 2022	14.30	13.65	12000
9	December, 2022	16.50	15	24000
10	January, 2023	23.15	17.30	48000
11	February, 2023	25.50	23	24000
12	March, 2023	26.75	26.75	6000

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the provisions of the Section 177(9) of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, your Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

31. RISK MANAGEMENT

In todays economic environment, Risk Management plays a very important part of business. The main aim of risk management is to identify, assess, prioritize, monitor and take 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 general business 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 the existence of the Company.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators, courts and tribunals impacting the going concern status and Companys operations in future.

33. AUDITORS

The Companys Auditors, M/s. Gupta Agarwal & Associates, Chartered Accountants, who were re-appointed with your approval at the 11^th Annual General Meeting for a period of five years, will complete their present term on conclusion of the ensuing 16^th Annual General Meeting of the Company.

34. AUDITORS REPORT

The Auditors Report issued by Gupta Agarwal & Associates, on the Financial Statements for the year ended March 31, 2023 does not contain any disqualification or adverse remark which requires clarification.

35. SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Ms. Ekta Goswami, Practicing Company Secretary was appointed as Secretarial Auditor of the Company for the financial year 2022-2023. The Secretarial Audit report is annexed herewith as "Annexure I".

36. COST AUDIT

As per directives of the Central Government and in pursuance to the provisions of Section 148 of the Companies Act, 2013 read with rules framed there under, the Company is not required to carry out an audit of cost accounts.

37. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and sale operations. The Companys policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

38. PARTICULARS OF EMPLOYEES

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees and related disclosures part of this Annual report as "Annexure II".

39. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion and Analysis Report of the Company is annexed to this Report.

40. DISCLOSURE ON POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN

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

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. 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.

41. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

42. 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 by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholders Relationship Committee of the Board meets periodically and reviews the status of the Shareholders Grievances. The shares of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

ACKNOWLEDGEMENT

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.

REGISTERED OFFICE:	By Order of the Board of Directors
90, PHEARS LANE, 5TH FLOOR KOLKATA	For GRETEX INDUSTRIES LIMITED
Kolkata WB 700012 India.
Place: KOLKATA	Sd/-
Date: 25 May, 2023	Arvind Harlalka
	Director
	DIN: 00494136

ANNEXUREI Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2023 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Gretex Industries Limited 90, Phears Lane, 5th Floor,

Kolkata- 700012, West Bengal, India

I, Ekta Goswami, Practicing Company Secretary has conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GRETEX INDUSTRIES LIMITED (CIN: L172961VB2009PLC136911) (hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2023 complied with the statutory provisions listed hereunder and also that the Company has maintained proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023 according to the provisions of the following, in so far as they are applicable to the Company:

i. The Companies Act, 2013 (‘the Act) and the Rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; - Not applicable to the Company during the period of audit.

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act), to the extent applicable: -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008:- Not applicable to the Company during the period of audit;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

vi. I further report that after considering the compliance system prevailing in the Company, and after carrying out test checks of the relevant records and documents maintained by the Company, it has complied with the following laws that are applicable specifically to the Company:

(a) The Information Technology Act, 2000

(b) The Trade Marks Act, 1999

(c) Income Tax Act, 1961

I have also examined compliance with the applicable Clauses / Regulations of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India;

ii. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- To the extent applicable.

iii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Unanimously / Majority decisions were carried through while the dissenting members views, if any, were captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This Report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this Report.

For Ekta Goswami & Associates Company Secretary COP No.: 16778

Sd/-

Ekta Goswami Proprietor ACS: 40657

UDIN: A040657E000832580

Place: Kolkata Date: 21/08/2023

To,

The Members,

Gretex Industries Limited 90, Phears Lane, 5th Floor,

Kolkata- 700012, West Bengal, India

My report of event date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test check basis to ensure that correct facts are reflected in Secretarial records. I believe that the processes and practices, I followed provide a reasonable basis of my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test check basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Ekta Goswami & Associates Practicing Company Secretary COP No.: 16778

Sd/-

Ekta Goswami Proprietor ACS: 40657

UDIN: A040657E000832580

Place: Kolkata Date: 21/08/2023

ANNEXURE II TO DIRECTORS REPORT

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

[PURSUANT TO SECTION 197 SUB-SECTION 12 OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014]

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Your Directors Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2022-23 was as under:

Name of the Director	Designation	Ratio of remuneration of each Director to the median employees remuneration
Mr. Arvind Harlalka	Director	20:1

The Percentage increase/(decrease) in remuneration of Managing Director, Director, Chief Financial Officer and Company Secretary were as under:

Name	Designation	Increase / (Decrease) (%)
Mr. Arvind Harlalka	Director	58.29%
Ms. Rishika Manoj Rander	CS	19.48%
Ms. Sakhi Manhas Singh	CS	100%
Ms. Prajakta Vikas Raut	CS	100%

The percentage increase in the median remuneration of employees for the financial year 2022-23 is around 153.67%. The percentage decrease in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.

The number of permanent employees on the rolls of the Company is 30.

The remuneration is as per the remuneration policy of the Company.

FORM NO. AOC - 1

Statement Containing Salient Features of The Financial Statement on Standalone and Consolidated Basis Of Subsidiaries / Associate Companies / Joint Ventures

(Pursuant to first provision to Section 129(3) of the Act and Rule 5 of the Companies (Accounts) Rules,

2014)

PART "A": Subsidiaries

(Rs in Thousands)

Particulars	Details
Name of the Subsidiary	Gretex Audio Tech LLP
Reporting period for the subsidiary concerned, if different from the holding companys reporting period	-
Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries	N.A
Share Capital	10,198.55
Reserves & Surplus	0
Total Assets	14,676.51
Total Liabilities	4,477.96
Investments	0
Turnover	33,936.94
Profit Before Taxation	1,054.58
Provision for Taxation	338.322
MAT Credit	0
Profit After Taxation	716.26
Proposed Dividend	0
% of shareholding	66%

PART "B": Associates / Joint Ventures

(Rs. in Thousands)

Particulars	Details
Name of the Associates / Joint Ventures	NIL
Latest audited Balance Sheet Date	NIL
Shares of Associate held by the company on the year end:	NIL
No. of Shares
Amount of Investment in Associates
Extend of Holding %
Description of how there is significant influence	NIL
Reason why the associate is not consolidated	NIL
Net worth attributable to Shareholding as per latest audited Balance Sheet	NIL
Profit / Loss for the year	NIL
- Considered in Consolidation
- Not Considered in Consolidation

FORM NO. AOC - 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

Details of contracts or arrangements or transactions not at arms length basis: There were no contracts or arrangements or transactions that were not entered at arms length basis:

1. Name (s) of the related party & nature of relationship	N.A.
2. Nature of contracts / arrangements / transaction	N.A.
3. Duration of the contracts / arrangements / transaction	N.A.
4. Salient terms of the contracts or arrangements or transaction including the value if any	N.A.
5. Justification for entering into such contracts or arrangements or transactions	N.A.
6. Date of approval by the Board	N.A.
7. Amount paid as advances, if any	N.A.

Details of material contracts or arrangement or transactions at arms length basis:

Sr. No. Particulars	Details
a) Name (s) of the related party & nature of relationship	As per "Note M" of Notes to Financial Statements on Standalone basis for the year ended March 31, 2023
b) Nature of contracts / arrangements / transactions
c) Duration of the contracts / arrangements / transactions
d) Salient terms of the contracts or arrangements or transactions including the value, if any:
e) Date(s) of approval by the Board, if any:
f) Amount paid as advances, if any: