To,
The Members,
GRETEX INDUSTRIES LIMITED
Your Board of Directora (Board') is pleased to present the
15a1 (Fi?eenth) Annual Report of your Company, Gretex Industries Limited, for
the financial year ended March 31, 2024. 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 01,2023 to March 31,2024 in respect of Gretex Industries
Limited.
1. SUMMARY OF FINANCIAL RESULTS
(Amount in Thousand)
|
Standalone |
Consolidated |
FINANANCIAL RESULTS |
31.03.2024 |
31.03.2023 |
31.03.2024 |
31.03.2023 |
Total Income |
444524.97 |
220271.54 |
479935.98 |
253735.76 |
Net Profit / (Loss) before tax |
132771.92 |
8224.96 |
134555.00 |
8806.81 |
Less: Loss from discontinued operation |
0.00 |
0.00 |
0.00 |
0.00 |
Current Tax |
35225.22 |
1695.21 |
36417.82 |
2033.53 |
Income Tax for earlier year |
-2320.31 |
0.00 |
-2256.25 |
0.00 |
Deferred Tax |
46.29 |
90.42 |
46.29 |
90.42 |
Add: Share of Profit / (Loss) fromassociates |
0 |
0 |
0 |
0 |
Profit / (Loss) after tax for the year |
99820.72 |
6439.34 |
100347.14 |
6682.87 |
Less : Minority Interest |
0 |
0 |
852.57 |
243.53 |
Profit/ (Loss) Carried to Balance Sheet |
99820.72 |
6439.34 |
99494.57 |
6439.34 |
2. PERFORMANCE OF THE COMPANY
Our Company is engaged in the business of distribution and is the sol?
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 2023-2024 and We have achieved extraordinary results, generating
a remarkable increase in both Revenue and profits.
The Total Income of the Company stood at Rs.4,445.25/- Lakhs for the
year ended March 31, 2024, as against Rs.2202.71/-Lakhs in the previous year, generating a
remarkable Rs.2242.53/- increase in the total income. The Company made a Net Profit of Rs.
998.20/-Lakhs for the year ended, as compared to the Net Profit of Rs. 64.39/-Lakhs inthe
previous year, increased by 933.81/- profits.
The Consolidated Total Income is Rs. 4799.35/-Lakhs for the financial
year ended March 31,2024, as against Rs.2537.35/- Lakhs during the previous financial
year. Consolidated Net Profit (which ineludes profit ffom associate company as well) is
Rs.1003.47/- Lakhs for the year ended March 31, 2024, as compared to the Net Profit of
Rs.66.82/-Lakhs inthe previous year.
The management is of the opini?n that in the coming future as the
overall situation seems to be to be impro ving and Directors are optimistic about
Company's 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
f?nancial year ended March 31, 2024.
During the year FY 2019-20, the Board of Directors of the Company at
its meeting held on June 08,2020 approved the Amalgamation of Apsara Selections
Limited(CIN: U52190MH2011PLC269248) and Sanku Merchandise Pr?vate Limited (CIN:
U52190MH2011PTC269247) (ROC Mumbai) ("Transferor Companies") in to and with the
company by the way of scheme of Amalgamation ("scheme"). The scheme was approved
by the shareholders of the company by requisite majority at their meeting held on October
29,2021. On receipt of approval of the Shareholders, the Company filed petition with the
Hon. National Company Law Tribunal (NCLT), Mumbai bench and Kolkata Bench respectively
with the prayer to sanction the scheme after several hearings, on April 02,2024 the NCLT
Kolkata Bench pronounced the order sanctioning the above mentioned scheme (the appointed
date being January 01,2020), on date May 04,2024 the parties to the scheme made necessary
f?ling to the statutory authorities and accordingly the scheme became effective from May
04,2024.
As per the requirement of the scheme the Shareholders the Company in
its meeting held on June 15,2024 approved the increase in Authorized Share Capital Rs.
5,16,80,000/- divided into 51,68,000 Equity Shares of Rs. 10/- each to Rs. 15,00,00,000/-
divided into 1,50,00,000 Equity Shares of Rs.10/- each.
Further, for Allotment of Equity Shares to the shareholders of the
transferee company the Board of Directors of the Company had meeting on July 02,2024 and
allotment was done in below mentioned manner:
SI. No. ?ame of the Allottees |
Promoter /Promoter Group/Public |
No. of Shares allotted |
1 Arvind Harlalka |
Promoter |
85,000 |
2 Sumeet Harlalka |
Promoter |
85,000 |
3 Ambition Tie Up Pr?vate Limited |
Promoter Group |
26,70,830 |
. Gretex Corporate Services Limited (Listed) |
Promoter Group |
17,00,000 |
5 Rajkumari Harlalka |
Promoter Group |
85,000 |
6 Alok Harlalka |
Promoter Group |
85,000 |
7 Gretex Share Broking Limited |
Promoter Group |
7,63,750 |
g Signageus Valu? Advisors Pr?vate Limited |
Promoter |
18,30,000 |
9 Bonanza Agency LLP |
Promoter Group |
16,250 |
10 Pranesh Dealmark Pr?vate Limited |
Public |
35,100 |
11 Hirise Infracon Limited |
Public |
3,52,300 |
12 Gaganbase Vincom Pr?vate Limited |
Public |
5,55,360 |
13 Vijay Laltaprasad Yadav |
Public |
2,60,000 |
14 Sakshi Vijay Yadav |
Public |
2,60,000 |
15 Shiv Parvati Leasing Pr?vate Limited |
Public |
35,100 |
16 Manoj Sitaram Agarwal |
Public |
1,30,000 |
17 Starwings Fashion Trading Limited |
Public |
35,100 |
18 Anirudh Poddar |
Public |
1,30,000 |
19 Vijay Kumar Poddar |
Public |
1,30,000 |
20 Naveen Poddar |
Public |
1,30,000 |
21 Praveen Poddar |
Public |
1,30,000 |
22 Utkarsh Agarwal |
Public |
1,30,000 |
23 Praveen Sitaram Agarwal |
Public |
1,30,000 |
24 Harsha Praveen Agarwal |
Public |
1,30,000 |
25 Varsha Murarka |
Public |
7,09,170 |
TOTAL |
1,06,02,960 |
|
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 Retum of the Company is
available on the website of the Company https://gretexindustries.eom/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, 2024, Reserves and Surplus of the Company were at
Rs.1941.59/-Lakhs (Standalone) and Rs. Rs.1938.32/-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, 2024.
6. CHANGES IN THE NATURE OF BUSINESS
There has been no Change in the nature of the business of your Company
during the f?nancial year ended March 31,2024.
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. Arvind Harlalka (DIN: 00494136) who is Hable to retire by rotation
and being eligible, is re-appointed as Director.
Mrs. Rajkumari Harlalka (DIN: 03519046) wasappointed as a Managing
Director of the company in the Board Meeting held onMay 25, 2023.
Mr. Arvind Harlalka (DIN: 00494136) was appointed as Managing Director
of the Company with effect ffom November 11, 2023. He was earlier appointed as Managing
Director of the Company ffom June 29,2020 to June 28,2025. Than his designation was
changed to Executive Director in the Annual General meeting held on September 29,2023.
Ms. Sujata Pilinja Rao (DIN: 08816283) Independent Director of the
Company resigned from the Directorship of the Company with effect ffom November 11, 2023
Mr. Vikash Kumar Agarwal (08417797) was appointed as an Additional
Independent Director of the Company with effect from November 11,2023 for a term of five
years.
Ms. Neeti Dubey was appointed as Company Secretary & Compliance
Officer with effect from 16* November 2023 in place of Mr. Bikarm Bumwal who resigned as
Company Secretary & Compliance Officer with effect from 07* November, 2023.
Mrs. SomaNath (DIN: 07544903) Independent Director of the Company
resigned from the Directorship of the Company with effect from July 02, 2024.
Mr. Vivek Khandelwal (DIN: 10692197) was appointed as an Additional
Independent Director ofthe Company with effect from July 02, 2024 for a term of five
years.
Vishal Arora (DIN: 07558718) was appointed as an Additional Director of
the Company with effect from July 04, 2024 for a term of three years.
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 ffom 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 atthe 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 sep?rate meeting on May 25,2023, 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 ORINVESTMENTS
The particulars of loans, guarantees or investments made under Section
186 of the Companies Act, 2013 are fumished in the notes to the Financial Statements for
the year ended March 31,2024.
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:
Contra?is / Arrangements / Transactions which are not at arm's
length basis.
Any Material Contracts / Arrangements / Transactions.
Please refer Form AOC-2 Annexed to the Director's Report for
details of the transactions entered with Related Parties as Annexure A.
14. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
Except as mentioned above, there are no significant events occurred
during the financia! year afier the date of financia! statements.
15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an adequate Intemal Control System, commensurate with
the size, scale and complexity of its operations, which are well supplemented by
surveillance of Interna! Auditor. The scope of work ineludes review of process for
safeguarding the assets of the Company, review of operational efficiency effectiveness of
systems and processes, and assessing the intemal control strengths in all areas. The
details in respect of intemal 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 provisi?n of Section 13 5 of the Companies Act,
2013, the CSR provisions are applicable to our company for FY 2023-24 after taking effect
of Merger of the company as mentioned in point no 14. The same under review and the
required provisi?n has been made in the accounts. The Annual report on upeoming CSR
activities is attached as Annexure-I.
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 eamings from foreign
exchange and outgo for the purpose of business.
19. DIRECTOR'S 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, 2024, 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 Directora had laid down intemal financial Controls to be
followed by the Company and that such intemal financial Controls are adequate and were
operating effectively.
f) That the Directora had devised proper system to ensure compliance
with the provisions of all applicable laws and that such system were adequate and
operating effectively.
20. ?AME OF THE COMPANIES WHICH ARE SUBSIDIARES, JOINT VENTURE OR
ASSOCIATE COMPA?IES DURING THE YEAR
As on date, your Company has following associate & subsidiary
companies:
Sr. No. ?ame and Address of the
Company |
CIN |
Holding / Subsidiary / Associate |
% ofShares held |
Applicable Section |
1 Sunview Nirman Pr?vate Limited * |
U70109WB20 11PTC169741 |
Subsidiary |
88% |
2(87) |
90, PHEARS LA?E, 5 FLOOR, KOLKATA- 700012 ,WEST BENGAL |
|
|
|
|
2 Gretex Audiotech LLP 90, PHEARS LA?E, 5
FLOOR, KOLKATA- 700012, WEST BENGAL |
AAQ-6253 |
Subsidiary |
66% |
2(87) |
Effective date of becoming subsidiary is September
12,2023.
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 Directora.
Composition of Board of Directors of the Company
?ame of the Director |
Category of Directorship |
No. of Directorship in other Public
& Pr?vate Limited Companies |
Mr. Arvind Harlalka* |
Managing Director (Non-Independent) |
7 |
Mrs. Rajkumari Harlalka** |
Managing Director (Non-Independent) |
3 |
Mr. Alok Harlalka |
Non-Executive (Non - Independent Director) |
6 |
Mrs. Soma Nath |
Non-Executive (Independent Director) |
0 |
Mr. Vikash Kumar Agarwal*** |
Non-Executive (Independent Director) |
2 |
Mr. Vivek Khandelwal**** |
Non-Executive (Independent Director) |
0 |
Mr. Vishal Arora***** |
Executive Director (Non-Independent) |
0 |
* Mr. Arvind Harlalka is appointed as Managing Director from
Executive Director w. e.f November 11, 2023.
** Mrs. Rajkumari Harlalka is appointed as Managing Director of the
Company w.e.f. May 25, 2023.
* * * Mr. Vikash Kumar Agarwal was appointed as Non-
Executive Independent Director w. e.f. November 11, 2023
* * * * Mr. Vivek Khandelwal was appointed as Non- Executive
Independent Director w. e.f. July 02, 2024.
***** Mr. Vishal Arora was appointed as Executive Director w.e.f. July
04, 2024
Number of Board Meetings
During the fmancial year ended March 31, 2024, Six (6) Board Meetings
were held:
Sr. No. |
Dates of Board Meetings |
1. |
May 25,2023 |
2. |
July 17,2023 |
3. |
November 02,2023 |
4. |
November 13, 2023 |
5. |
November 16, 2023 |
6. |
February 08, 2024 |
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.
Directors' Attendance Record
The last Annual General Meeting was held on September 29, 2023. The
attendance record of the Directors at the Board Meetings during the year ended on March
31, 2024, and at the last Annual General Meeting is as under
?ame of the Director |
No. of Board Meetings attended during
the year |
Whether attended last Annual General
Meeting |
Mr. Arvind Harlalka* |
6 out of 6 |
Yes |
Mrs. Rajkumari Harlalka** |
5 out of 6 |
No |
Mr. Alok Harlalka |
6 out of 6 |
Yes |
Mrs. Soma Nath |
6 out of 6 |
Yes |
Mr. Vikash Kumar Agarwal*** |
2 out of 6 |
Yes |
* Mr. Arvind Harlalka is appointed as Managing Director from
Executive Director w. e.f November 11, 2023.
** Mrs. Rajkumari Harlalka is appointed as Managing Director of
the Company w.e.f. May 25, 2023.
* * * Mr. Vikash Kumar Agarwal was appointed as Non- Executive
Independent Director w. e.f. November 11, 2023
Prevention of Insider Trading Code
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to reg?late trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the
Company's 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 Govemance 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 withthe stock exchanges read with Section 177 of the Companies Act, 2013.
These broadly inelude:
> Develop an annual plan for Committee,
> Review of financial reporting processes,
> Review of risk management, intemal control and govemance
processes,
> Discussions on quarterly, half yearly and annual financial
statements,
> Interaction with statutory, intemal auditors,
> Recommendation for appointment, remuneration and terms of
appointment of auditors and
> Risk management framework conceming the critical operations of the
Company.
In additionto the above, the Audit Committee also reviews the
following:
> Matter included in the Director's 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 conceming
financial statements;
> Disclosures in financial statement including related party
transactions;
> Qualification in draft audit report;
> Scmtiny of inter-corporate loans & investments;
> Management's Discussions and Analysis of Company's
operations;
> Valuation of undertakings or assets of the Company, wherever it is
necessary;
> Periodical Intemal Audit Reports and the report of Fraud Risk
Management Committee;
> Findings of any special investigations carried out either by the
Intemal Auditors or by the extemal investigating agencies;
> Letters of Statutory Auditors to management on intemal 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 ?mnibus
approval given.
Composition and Meetings of Audit Committee
The Audit Committee consists of two Independent Directora at present,
all membera of the Audit Committee are financially literate, and they have accounting or
related f?nancial management expertise. The Audit Committee met 4 times during the
f?nancial year ended March 31,2024. The attendance record of the members at the meeting
was as follows:
?ame of the Director |
Position |
No. of Meetings attended during the year |
Mrs. Soma Nath# |
Chairman |
4 out of 4 |
Mr. Vivek Khandelwal## |
Chairman |
- |
Mr. Vikash Kumar Agarwal* |
Member |
1 out of 4 |
Mr. Arvind Harlalka |
Member |
4 out of 4 |
*Mr. Vikash Kumar Agarwal was appointed as a Independent Director of
the w.ef. November 11,2023
# Resigned w.e.f. July 02,2024
## Appointed w.e.f. July 02,2024
NOMEVATION & 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 / reviewthe 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
considera the f?nancial position of the Company, trend in the Industry, Appointee's
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 s?nior 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 Company' s 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
?ame of the Director |
Position |
No. of Meetings attended
during the year |
Mrs. Soma Nath# |
Chairman |
4 out of 4 |
Mr. Yivek Khandelwal## |
Chairman |
- |
Mr. Vikash Kumar Agarwal* |
Member |
1 out of 4 |
Mr. Alok Harlalka |
Member |
4 out of 4 |
*Mr. Vikash Kumar Agarwal was appointed as a Independent Director of
the w.ef. November 11,2023.
# Resigned w.ef. Jufy 02,2024 ## Appointed w.ef.
Jufy 02,2024
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,
?nter alia, deais 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
inthe fields of manufacturing, marketing, finance, taxation, law, govemance 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-?-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 ofthe
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 ofthe 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 fiilf?ls 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 ineludes 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 S?nior Management Employees
In determining the remuneration of the S?nior 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
reviewbased 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 Stakeholder's Relationship Committee
?ame of the Director |
Position |
No. of Meetings attended during the year |
Mrs. Soma Nath# |
Chairman |
1 out of 1 |
Mr. Yivek Khandelwal## |
Chairman |
- |
Mr. Vikash Kumar Agarwal* |
Member |
1 out of 1 |
Mr. Arvind Harlalka |
Member |
1 out of 1 |
*Mr. Vikash Kumar Agarwal was appointed as a Independent Director of
the w.ef. November 11,2023.
# Resigned w.ef. Jufy 02,2024
## Appointed w.ef. Jufy 02,2024
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 |
2022-2023 |
September 29, 2023, at 4:00 p.m. |
90, Phears La?e, 5* Floor, Kolkata- 700012, West Bengal,
India. |
2021-2022 |
September 29, 2022, at 4:00 p.m. |
90, Phears La?e, 5*11 Floor, Kolkata- 700012,
West Bengal, India. |
2020-2021 |
September 29, 2021, at 4:00 p.m. |
90, Phears La?e, 5* 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
Subsidiarles that had potential conflict with the Company's 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-?-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, 2024 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. ?ame and Address
of the Company |
CIN |
Holding / Subsidiary / Associate |
%of Shares held |
Applicable Section |
Listed |
1. Sunview Nirman Pr?vate Limited |
U70109W B2011PTC |
Subsidiary |
88% |
2(87) |
NO |
90, PHEARS LA?E, 5 FLOORKOLKATA- 700012,WEST BENGAL |
169741 |
|
|
|
|
2. Gretex Audio Tech LLP 90, PHEARS LA?E, 5TH FLOOR,
KOLKATA- 700012, WEST BENGAL |
AAQ-6253 |
Subsidiary |
66% |
2(87) |
NO |
The Independent Directora have confirmed that they meet the criteria
ofIndependence' 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 Company's website
www.gretexindustries.com. The results are published in accordance with the guidelines of
the Stock Exchange.
Website
The Company's website www.gretexindustries.com contains a
sep?rate dedicated section Investor Relations' wherein shareholders'
information including financial results is available. The Company's Annual Report is
also available in a user- friendly and downloadable form.
Annual Report
The Annual Report containing, ?nter alia, Audited Financial Statements
(standalone and Consolidated), Boards' Report, Auditors' Report and other
important information is circulated to Members and others entitled thereto. The
Management's Discussion and Analysis (MD&A) Report forms part of the Annual
Report and is displayed onthe Company's website www.gretexindustries.com
NSE Corporate Compliance & Listing Centre (the Listing
Centre')
NSE's Listing Centre is a web-based application designed for
corporate. All periodical compliance filings like shareholding pattem, 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 concemed 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
exclusivelv for investor servicing.
GENERAL'S SHAREHOLDRS INFORMATION
Annual General Meeting:
Day & Date: Saturday, July 27,2024 Time: 04:00 P.M
Venue: FLOOR 20, 1858, ACROPOLIS MALL, RAJDANGA MAIN ROAD, KOLKATA-
700107,
WEST BENGAL, INDIA.
Financial Calendar
01st April-31sl March Book Closure
The Register of Members and Transfer Books of the Company will remain
closed from Wednesday, July 10,2024, to Sunday, July 21,2024 (both days inclusive).
Listing in stock exchanges and stock codes
The ?ame of stock exchange at which the equity shares are listed and
its stock code is as under:
?ame of the Stock Exchanges |
Stock Code |
Emerge Platform of NSE Limited |
GRETEX |
The ISIN number for the Company equity share: INE985P01012 CIN: L17296WB2009PLC136911
Outstanding GDR's / ADR's / Warrant's / Convertible instruments
and their impact on equity: NIL Listing Fees to the Stock Exchange
The Company has paid listing fees up to March 31, 2024 to NSE Limited
(NSE), where the Company's 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 Pr?vate Limited S6-2, 6* Pinnacle Business Park,
Mahakali Caves Road, next to Ahura Centre,
Andheri East, Mumbai- 400093, Maharashtra, India
Phone: 022 6263 8200
Email: investor@bigshareon1ine.com
Website: www.bigshareon1ine.com
Share Transfer System
None of the shares are held in physical form.
26. SUBSIDAIRY COMPANIES
Gretex Audiotech LLP and Sunview Nirman Pr?vate Limited are the
Subsidiarles of the Company.
During the year ended March 31, 2024 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. ?ame and Address
of the Company |
CIN |
Holding / Subsidiary / Associate |
%of Shares held |
Applicable Section |
Listed |
1. Sunview Nirman Pr?vate Limited |
U70109W B2011PTC |
Subsidiary |
88% |
2(87) |
NO |
90, PHEARS LA?E, 5 FLOORKOLKATA- 700012,WEST BENGAL |
169741 |
|
|
|
|
2. Gretex Audio Tech LLP |
AAQ-6253 |
Subsidiary |
66% |
2(87) |
NO |
90, PHEARS LA?E, 5TH FLOOR, KOLKATA, WEST BENGAL 700012 |
|
|
|
|
|
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 sep?rate section forming part of the financial statement.
The Policy for determining "Material" subsidiaries has been
displayed on the Company's website: https://gretexindustries.eom/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 31,2024
Shareholding of Nominal valu? (In Rs) |
No. of Shareholders |
No of Share |
Percentage of Total |
Share Amount |
%of Shareholding |
Upto 5000 |
- |
- |
- |
- |
- |
5001-10000 |
- |
- |
- |
- |
- |
10001-20000 |
- |
- |
- |
- |
- |
20001-30000 |
16 |
48000 |
1.13 |
480000 |
1.13 |
30001-40000 |
- |
- |
- |
- |
- |
40001-50000 |
- |
- |
- |
- |
- |
50001-100000 |
26 |
156000 |
3.70 |
1560000 |
37.04 |
100001 and above |
25 |
4007600 |
95.15 |
40076000 |
95.15 |
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, 2023 to March31, 2024.
Sr. No. |
Month |
High Pnce |
Low Price |
Volume |
1 |
April, 2023 |
- |
- |
- |
2 |
May, 2023 |
- |
- |
- |
3 |
June, 2023 |
- |
- |
- |
4 |
July, 2023 |
- |
- |
- |
5 |
August, 2023 |
- |
- |
- |
6 |
September, 2023 |
- |
- |
- |
7 |
October, 2023 |
- |
- |
- |
8 |
November, 2023 |
42.35 |
42.35 |
3000 |
9 |
December, 2023 |
44.45 |
44.45 |
3000 |
10 |
January, 2024 |
51.00 |
46.65 |
9000 |
11 |
February, 2024 |
53.55 |
53.55 |
3000 |
12 |
March, 2024 |
64.75 |
56.00 |
21000 |
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 fimdamental business principies 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 off?cer for effective implementation of the policy
and dealing with the complaints registered under the policy.
31. RISK MANAGEMENT
In today's 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 COMPANY'S OPERATIONS IN FUTURE
There was no signif?cant and material order passed by the regulators,
courts and tribunals impacting the going concern status and Company's operations in
future.
33. AUDITORS
The Company's Auditors, M/s. Jay Gupta & Associates, Chartered
Accountants, who were re-appointedwith your approval at the 11* Annual General Meeting for
a period of five years, will complete their present term on conclusi?n of the ensuing 16*
Annual General Meeting of the Company.
34. AUDITOR'S REPORT
The Auditors' Report issued by Jay Gupta & Associates, on the
Financial Statements for the year endedMarch 31,2024 does not contain any
disqualif?cation 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. Namita Agarwal & Co., Practicing Company Secretary was appointed as
Secretarial Auditor of the Company for the financial year 2023-2024. The Secretarial Audit
report is annexed herewith as "Annexure II".
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 olean and
sale operations. The Company's policy requires the conduct of all operations in such
manner so as to ensure safety of all concemed, 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
III".
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 f?led 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 m?nimum. 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 continu? to be traded in electronic forum and de-materialization exists with both
the depositories viz., National Securities Depositoiy Limited and Central Depository
Services (India) Limited.
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Govemment
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 Company's executives, staff and workers.
REGISTERED OFFICE: |
By Order of the Board of Directors |
90, PHEARS LA?E, 5 FLOOR KOLKATA |
For GRETEX INDUSTRIES LIMITED |
Kolkata WB 700012 India. |
Sd/- |
|
Arvind Harlalka |
Place: Kolkata |
Managing Director |
Date: July 04,2024 |
DIN: 00494136 |