To,
The Members,
GRETEX CORPORATE SERVICES LIMITED
Your Board of Directors ('Board') are pleased to present the Sixteen Annual Report of
your Company, Gretex Corporate Services 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 Corporate Services Limited.
1. SUMMARY OF FINANCIAL RESULTS (all figures are in Lakhs)
The total revenue of your company from operations stood at INR.2160.54/- for the
financial year ended March 31, 2024 as against INR 1424/- for the previous financial year.
The Profit before tax from operations is INR.1001.07/-Lakhs for the current year as
against INR.827.52/- in previous financial year. After making provision for tax, the net
profit of your company is INR.743.89/-as against INR.645.83/-Lakhs in the previous
financial year.
(Amount is Rs. Lakhs)*
| Particulars |
Standalone |
Consolidated |
| 1 |
* FY 23-24 |
FY 22-23 |
FY 23-24 |
FY 22-23 |
| Revenue from Operations |
1,944.13 |
1,262.57 |
10,899.48 |
1,262.57 |
| Other Income |
216.41 |
161.44 |
541.55 |
277.73 |
| Total Income |
2,160.54 |
1,424.01 |
11,441.03 |
1,540.30 |
| Profit / (Loss) before Depreciation, Interest & Taxation |
1,064.89 |
893.40 |
4,839.60 |
1,005.34 |
| Less: Interest |
2.71 |
22.96 |
17.62 |
22.96 |
| Less: Depreciation & Amortization |
47.74 |
36.34 |
159.57 |
45.98 |
| Profit/(Loss) Before Exceptional and Extra ordinary items & Tax |
1,014.44 |
834.10 |
4,662.41 |
936.40 |
| Less: Provision for CSR Expenses |
13.37 |
6.58 |
90.22 |
6.58 |
| Profit / (Loss) before taxation |
1,001.07 |
827.52 |
4,572.19 |
929.82 |
| Less: Provision for taxation |
267.77 |
181.76 |
1,118.04 |
204.61 |
| Provision for taxation for earlier year |
(12.83) |
|
(12.16) |
|
| Deferred Tax |
2.25 |
(0.06) |
(56.11) |
(2.49) |
| MAT Credit |
|
|
|
2.81 |
| Profit / (Loss) after taxation |
743.89 |
645.83 |
3,522.42 |
724.89 |
| Share of Profit/(Loss) Transferred to Minority Interest |
|
|
|
|
| Share of Profit/(Loss) of Associates |
|
|
141.69 |
1,451.48 |
| Balance carried to Balance sheet |
743.89 |
645.83 |
3,664.11 |
2,176.37 |
* The Company first time adopted IndAS. Refer Note No. AI appearing on Page No. 92 and
Note No. AJ on Page No. 146 for Standalone and Consolidated, respectively for the year
ended March 31,2024
2. PERFORMANCE OF THE COMPANY
Your Company is primarily engaged in the business of Merchant Banking and is offering
diversified financial and consultancy services in the areas of Capital Markets, Corporate
Finance, Corporate Restructuring, Debt Syndication, Compliance Advisory
The Total Standalone Income of the Company stood at Rs.2160.54 Lacs for the year ended
March 31, 2024 as against Rs 1424.01 Lacs in the previous year. The Company made a *Net
Profit of Rs. 743.88 Lacs for the year ended March 31,2024 as compared to the Standalone
Net Profit of Rs. 645.83 Lacs in the previous year.
*Net profit calculated before considering other Comprehensive Income
The Consolidated Total Income is Rs. 11441.03 Lacs for the financial year ended March
31,2024 as against Rs. 1540.30 Lacs during the previous financial year. Consolidated **Net
Profit (which includes profit from associate company as well) is Rs. 3664.11 Lacs for the
year ended March 31, 2024 as compared to the Net Profit of Rs. 2176.37 Lacs in the
previous year.
*Net profit calculated before considering other Comprehensive Income
The company in spite of many challenges and competitive market conditions was able to
achieve satisfactory Sales and Net Profit (After Tax) figures. 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 Company's business and hopeful of better performance with
increased revenue in next year.
Our Company in the financials year 2023-24 interalia has listed 10 Companies on SME
Platform of BSE Limited and Emerge Platform of NSE Limited and handled one further public
offer.
There has been no change in the business of the Company during the financial year ended
March 31, 2024.
3. SHARE CAPITAL
Your Company during the FY 2023-2024 has increased its Authorised Equity Share Capital
from Rs. 11,00,00,000.00 (Rupees Eleven Crore Only) divided into 1,10,00,000 (One Crore
Ten Lakhs Only) Equity Shares of Rs. 10.00 (Rupees Ten Only) each to Rs. 13,00,00,000.00
(Rupees Thirteen Crore Only) divided into 1,30,00,000 (One Crore Thirty Lakhs Only) Equity
Shares of Rs. 10.00 (Rupees Ten Only).
Further during the FY 2023-2024, the Company by way of Rights Issue has issued
12,79,440 (Twelve Lakhs Seventy-Ninety Thousand Four Hundred and Forty Only) equity shares
of Rs. 10.00 each in the ratio of 1:8 (1 fully paid-up equity shares for every 8 equity
shares held) as Right shares of an aggregate nominal value upto Rs. 1,27,94,400.00 (Rupees
One Crore Twenty-Seven Lakh and Ninety-Four Thousand and Four Hundred Only), as Right
shares to the shareholders.
Thereafter, the Issued, Subscribed and Paid up Capital has been increased to Rs.
11,51,55,450/-( Rupees Eleven Crores Fifty one Lakhs, Fifty Five Thousand, Four Hundred
and Fifty only) divided into 1,15,15,545 (One crore Fifteen Lakhs Fifteen Thousand Five
Hundred and Forty Five) Equity Shares of face value of Rs. 10/- each.
4. 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://gretexcorporate.com/ investors/
5. GENERAL RESERVE
As on March 31,2024, Reserves and Surplus of the Company were at Rs. 7,006.86 Lacs
(Standalone) (Rupees Seventy Crore Six Lakh Eighty-Six Thousand Only) & Rs. 9,720.59
Lacs (Consolidated) (Rupees Ninety-Seven Crore Twenty Lakh Fifty-Nine Thousand Only).
6. DIVIDEND
Your directors are pleased to inform that an Interim Dividend of Rs. 0.30 (Thirty Paisa
only) per equity share of Rs. 10.00 each was paid for the financial year 2023-24.
The Board has approved and adopted the Dividend Distribution Policy and the same has
been displayed on the Company's website: https://gretexcorporate.com/
7. 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 31,2024.
8. DEPOSITS FROM PUBLIC
Your 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.
9. DIRECTORS AND KEY MANAGERIAL PERSONNELS
Ms. Dimple Laxminarayan Khetan (DIN: 00807957) was appointed as a Non-Executive
Independent Director of the company in the Board Meeting held on May 26, 2023
respectively.
Ms. Khusbu Agrawal (DIN: 09847254) was appointed as a Non-Executive Independent
Director of the company in the Board Meeting held on November 14, 2023 subject to approval
of members in the 16th Annual General Meeting respectively.
Mr. Goutam Gupta (DIN: 06740979) has resigned as a Non-Executive Independent Director
of the company in the Board Meeting held on September 23, 2023 respectively.
Mr. Sumeet Harlalka (DIN: 00474175) was appointed as a Whole-Time Director of the
company in the Board Meeting held on November 14, 2023 respectively.
Ms. Pooja Harlalka (DIN: 05326346) resigned from the company w.e.f 17th April, 2024
from the position of Executive Director respectively.
Mr. Alok Harlalka (DIN: 02486575) who is liable to retire by rotation and being
eligible, is re-appointed as Director.
Ms. Dimple Slun (PAN: FOOPS2209E) has resigned as a Company Secretary of the company in
the Board Meeting held on November 14, 2023 and resigned as Compliance officer of the
company in the Board Meeting held on April 17, 2024.
Ms. Nishthi Haresh Dharmani (PAN: ADDPL2666H) was appointed as a Company Secretary of
the company in the Board Meeting held on November 14, 2023 and appointed as Compliance
officer of the company in the Board Meeting held on April 17, 2024.
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.
10. 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.
11. 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.
12. SEPARATE MEETING OF INDEPENDENT DIRECTOR
In terms of requirement of Schedule IV of the Companies Act, 2013, Independent Director
had a separate meeting on March 29, 2024 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.
13. 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, 2024.
14. 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 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.
15. 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.
Preferential Allotment
The Company has in its Members Meeting held on 15.05.2024, passed special resolution
for approval of issue of 4,00,000 equity shares and 8,00,000 Warrants on Preferential
Basis by way of Private Placement to the Promoters as well as to the person who are not
the shareholders of the company at a price of Rs. 379/- (Rupees Three Hundred Seventy-Nine
only) per Equity Share (including premium of Rs. 369/- (Rupees Three Hundred Sixty-Nine
only) per Equity Share, aggregating to 45,48,00,000/- (Rupees Forty-Five Crores Forty
Eight Lakhs only).
16. 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.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR
provisions are applicable to our Company for F.Y 2023-2024. The Annual Report on CSR
Activities is attached with this report as Annexure I.
18. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The prescribed particulars of conservation of energy, technology absorption as
stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 are not applicable to your company as we are neither a manufacturing company
nor the operation of your Company are energy intensive. However, the disclosure regarding
the same are set-forth below:
a) Conservation of Energy: Adequate measure has been taken for conservation of energy
and efficient use of resources. Company follows principles of "Green IT".
b) Technology Absorption: The Company is vigil on technology absorption as per the
requirement of its business operations. However, during the year there was no acquisition
of new technology.
19. FOREIGN EXCHANGE EARNINGS AND OUT-GO
During the year foreign exchange earnings was Rs. 2,57,762.43.
During the year here were no expenditure in foreign currency.
20. 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 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.
21. NAME OF THE COMPANIES WHICH ARE SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES
DURING THE YEAR
As on date, your Company has one material subsidiary company and it does not have any
associates as on 31st March 2024:
| Sr. Name and Address of the Company No. |
CIN |
Holding / Subsidiary/ Associate |
% of Shares held |
Applicable Section |
| 1. Gretex Share Broking Limited (GSBL)* A-401, Floor 4th, Plot FP-616, (PT), Naman
Midtown, Senapati Bapat Marg, Near Indiabulls, Dadar (w), Delisle Road, Mumbai - 400013,
Maharashtra, India. |
U65900MH2010PLC289361 |
Subsidiary |
65.71 |
2(87) |
| 2. Sunview Nirman Private Limited** 90, Phears Lane, 5th Floor, Kolkata -700012,West
Bengal, India |
U70109WB2011PTC 169741 |
Subsidiary |
56.14 |
2(87) |
| 3. Sankhu Merchandise Private Limited*** Office No. 13, 1st Floor, Raja Bahadur
Mansion, Old Bansilal Building, 9-15 Homi Modi Street, Fort, Mumbai- 400023, Maharashtra,
India |
U52190MH2011PTC269247 |
Associate |
20.83 |
2(6) |
*GSBL became Subsidiary of the Company w.e.f.12.09.2023.
**Discontinued as subsidiary.w.e.f 31.07.2023
*** Merged with Gretex Industries Limited (GIL)pursuant to Hon'ble National Company law
Tribunal (Hon'ble NCLT), Kolkata Bench vide its order dated April 02,2024. Post-merger the
Company holds 11.48% of Equity Capital of GIL.
22. BOARD OF DIRECTORSs
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. Alok Harlalka |
Managing Director |
6 |
| Mr. Arvind Harlalka * |
Whole Time Director |
6 |
| Ms. Pooja Harlalka ** |
Executive (Non - Independent Director) |
4 |
| Ms. Khusbu Agrawal *** |
Non-Executive (Independent Director) |
1 |
| Mr. Rajiv Kumar Agarwal |
Non-Executive (Independent Director) |
- |
| Ms. Dimple Laxminarayan Khetan **** |
Additional Non-Executive (Independent Director) |
1 |
| Mr. Sumeet Harlalka |
Whole-time director |
8 |
| Mr. Goutam Gupta# |
Non-Executive (Independent Director) |
- |
*Re-designated as Whole Time director in Board Meeting held on 17th April, 2024,
subject to approval of Members at the ensuing AGM of the Company.
**Ms. Pooja Harlalka Resigned from Directorship of the Company w.e.f. 17th April, 2024.
*** Ms. Khusbu Agrawal was appointed as Non-executive Independent Director of the
Company with effect from November 14, 2023.
****Ms. Dimple Laxminarayan Khetan was appointed as Non-Executive (Independent
Director) of the Company w.e.f. May 26, 2023.
#Mr. Goutam Gupta resigned as Non-Executive (Independent Director) of the Company
w.e.f. November 14, 2023
Number of Board Meetings
During the financial year ended March 31, 2024, Ten (10) Board Meetings were held:
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 March 29, 2024, 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 July 11, 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
| Name of the Director |
No. of Board Meetings attended during the year |
Whether attended last Annual General Meeting |
| Mr. Alok Harlalka |
08 out of 10 |
Yes |
| Mr. Arvind Harlalka |
09 out of 10 |
Yes |
| Ms. Pooja Harlalka* |
05 out of 10 |
Yes |
| Ms. Khusbu Agrawal** |
01 out of 10 |
Not Applicable |
| Mr. Rajiv Kumar Agarwal |
08 out of 10 |
Yes |
| Ms. Dimple Laxminarayan KhetanA |
06 out of 10 |
Yes |
| Mr. Sumeet Harlalka*** |
02 out of 10 |
Not Applicable |
| Mr. Goutam Gupta# |
07 out of 10 |
Yes |
* Ms. Pooja Harlalka resigned w.e.f. April 17, 2024.
** Ms. Khusbu Agrawal was appointed as Non-executive Independent Director of the
Company with effect from November 14, 2023.
A Ms. Dimple Laxminarayan Khetan was appointed as Non-Executive (Independent Director)
of the Company w.e.f. May 26, 2023.
* **Mr. Sumeet Harlalka was appointed as Whole Time Director of the Company with effect
from w.e.f August 01,2023.
* Mr. Goutam Gupta resigned as Non-Executive (Independent Director) of the Company
w.e.f. November 14, 2023
Evaluation of the Board's 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 &
Committee's 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 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.
23. 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 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 concerning financial
statements;
> Disclosures in financial statement including related party transactions;
> Qualification in draft audit report;
> Scrutiny 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 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 8 times during the financial year ended
March 31, 2024. The attendance record of the members at the meeting was as follows:
| Name of the Director |
Position |
No. of Meetings attended during the year |
| Mr. Rajiv Kumar Agarwal |
Chairman |
8 |
| Ms. Khusbu Agrawal* |
Member |
2 |
| Mr. Arvind Harlalka |
Member |
8 |
* Ms. Khusbu Agrawal was Re-designated as Non-executive Independent Director of the
Company with effect from November 14, 2023.
NOMINATION & REMUNERATION COMMITTEE
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, 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 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
director 's 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
The Nomination & Remuneration Committee consists of two Independent Directors at
present, all members of the Nomination & Remuneration Committee are financially
literate and they have accounting or related financial management expertise. The
Nomination & Remuneration Committee met 5 times during the financial year ended March
31,2024. The attendance record of the members at the meeting was as follows:
| Name of the Director |
Position |
No. of Meetings attended during the year |
| Mr. Rajiv Kumar Agarwal |
Chairman |
4 |
| Ms. Khusbu Agarwal* |
Member |
1 |
| Mr. Arvind Harlalka** |
Member |
5 |
| Ms. Dimple Laxminarayan Khetan *** |
Member |
- |
* Ms. Khusbu Agrawal was appointed as Non-executive Independent Director of the Company
with effect from November 14, 2023.
** Change in designation of Mr. Arvind Harlalka from Non-Executive, Non-Independent
Director to Whole Time Director w.e.f. April 17, 2024.
*** appointed as Member of the Committee w.e.f. April 17, 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, 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 Stakeholder's Relationship Committee
The Stakeholder's Relationship Committee consists of One Independent Directors at
present, all members of the Stakeholder's Relationship Committee are financially literate.
The Stakeholder's Relationship Committee met 1 time during the financial year ended March
31, 2024. The attendance record of the members at the meeting was as follows:
| Name of the Director |
Position |
No. of Meetings attended during the year |
| Mr. Arvind Harlalka* |
Chairman |
1 |
| Ms. Khusbu Agarwal** |
Member |
1 |
| Mr. Alok Harlalka |
Member |
1 |
| Ms. Khusbu Agarwal** |
Chairman |
- |
* Change in designation of Mr. Arvind Harlalka from Non-Executive, Non-Independent
Director to Whole Time Director w.e.f. April 17, 2024.
**Ms. Khusbu Agrawal was appointed as Non-executive Independent Director of the Company
with effect from November 14, 2023 and Chairman of Committee w.e.f. 17.04.2024.
24. GENERAL BODY MEETINGS
Annual and Extra Ordinary General Meetings:
The details of the last three Annual General Meetings of the Company are as under:
Annual General Meeting.
| Financial Year |
Date & Time Venue |
VENUE |
| 2022-2023 |
July 11th 2023, at 04:00 p.m |
Office No 1220, Wing - B, One BKC, G- Block, Bandra Kurla Complex, Bandra East, Mumbai
- 400051 |
| 2021-2022 |
September 30th, 2022, at 4:00 p.m. |
One BKC, Wing - B / 1220 G- Block, Bandra Kurla Complex, Bandra East, Mumbai - 400051,
India |
| 2020-2021 |
September 30th, 2021, at 11:30 a.m. |
Office No. 13, 1st Floor, Bansilal Mansion, 9-15, Homi Modi Street, Fort
Mumbai-400001, Maharashtra, India |
Extra Ordinary General Meeting for the F.Y 2023 -24
| Financial Year |
Date & Time Venue |
VENUE |
| 2023-2024 |
August 05th, 2023 at 04:00 p.m |
Office No. 13, 1st Floor, Bansilal Mansion, 9-15, Homi Modi Street, Fort
Mumbai-400001, Maharashtra, India |
| 2023-2024 |
January 03rd, 2023, at 4:00 p.m. |
A-401, Floor 4th, Plot FP-616, (PT), Naman Midtown, Senapati Bapat Marg,Near
Indiabulls, Dadar (w), Delisle Road, Delisle Road, Mumbai, Mumbai, Maharashtra, India,
400013 |
25. 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 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-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, 2024 the Company does have 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 |
| 1. |
Gretex Share Broking Limited(GSBL)* A-401, Floor 4th, Plot FP-616, (PT), Naman
Midtown, Senapati Bapat Marg, Near Indiabulls, Dadar (w), Delisle Road, Mumbai - 400013,
Maharashtra, India. |
U65900MH2010PLC289361 |
Subsidiary |
65.71 |
2(87) |
| 2. |
Sunview Nirman Private Limited** 90, Phears Lane, 5th Floor, Kolkata -700012, West
Bengal, India |
U70109WB2011PTC 169741 |
Subsidiary |
56.14 |
2(87) |
| 3. |
Sankhu Merchandise Private Limited*** Office No. 13, 1st Floor, Raja Bahadur Mansion,
Old Bansilal Building, 9-15 Homi Modi Street, Fort, Mumbai- 400023, Maharashtra, India |
U52190MH2011PTC 269247 |
Associate |
20.83 |
2(6) |
*GSBL became Subsidiary of the Company w.e.f.12.09.2023.
**Discontinued as subsidiary 31.07.2023
*** Merged with Gretex Industries Limited (GIL)pursuant to Hon'ble National Company law
Tribunal (Hon'ble NCLT), Kolkata Bench vide its order dated April 02,2024. Post-merger the
Company holds 11.48% of Equity Capital of GIL.
The Independent Directors have confirmed that they meet the criteria of 'Independence'
as stipulated SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
26. 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.gretexcorporate. com. The results are
published in accordance with the guidelines of the Stock Exchange.
The Company, with intention of better Corporate Governance practices started taking
quarterly meetings for quarterly results and submitted with the exchange.
Website
The Company's website www.gretexcorporate.com contains a separate 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, 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 Management's Discussion and
Analysis (MD&A) Report forms part of the Annual Report and is displayed on the
Company's website www. gretexcorporate.com
BSE Corporate Compliance & Listing Centre (the 'Listing Centre')
BSE's 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@gretexgroup.com exclusively for investor
servicing.
GENERAL'S SHAREHOLDRS INFORMATION
Annual General Meeting:
Day & Date: Friday, 16th August, 2024
Time: 4:00 PM
Venue: Hotel Suba International, Plot No. 211, Sahar Rd, Opposite Cigarette Factory,
Mahatma Kabir Nagar, Chakala, Andheri East, Mumbai, Maharashtra 400099 India
Financial Calendar
1st April to 31st March.
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 |
| SME Platform of BSE Limited |
GCSL |
The ISIN number for the Company equity share: INE199P01028 CIN: L74999MH2008PLC288128
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 SME Platform of BSE Limited,
where the Company's shares are listed.
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.
27. SUBSIDAIRY COMPANIES
Gretex Share Broking Limited is the Subsidiary 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. |
Name and Address of the Company |
CIN |
Holding / Subsidiary/ Associate |
% of Shares held |
Applicable Section |
| 1. |
Gretex Share Broking Limited(GSBL)* A-401, Floor 4th, Plot FP-616, (PT), Naman
Midtown, Senapati Bapat Marg, Near Indiabulls, Dadar (w), Delisle Road, Mumbai - 400013,
Maharashtra, India. |
U65900MH2010PLC289361 |
Subsidiary |
65.71 |
2(87) |
| 2. |
Sunview Nirman Private Limited** 90, Phears Lane, 5th Floor, Kolkata -700012, West
Bengal, India |
U70109WB2011PTC 169741 |
Subsidiary |
56.14 |
2(87) |
| 3. |
Sankhu Merchandise Private Limited*** Office No. 13, 1st Floor, Raja Bahadur Mansion,
Old Bansilal Building, 9-15 Homi Modi Street, Fort, Mumbai- 400023, Maharashtra, India |
U52190MH2011PTC 269247 |
Associate |
20.83 |
2(6) |
*GSBL became Subsidiary of the Company w.e.f.12.09.2023.
**Discontinued as subsidiary 31.07.2023
*** Merged with Gretex Industries Limited (GIL)pursuant to Hon'ble National Company law
Tribunal (Hon'ble NCLT), Kolkata Bench vide its order dated April 02,2024. Post-merger the
Company holds 11.48% of Equity Capital of GIL.
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
Company's website: https://gretexcorporate. com/investors/#
28. DEMATERLISATION OF SHARES AND LIQUIDITY
Currently 100% of the Company Share Capital is held in dematerialized form.
29. DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2024
| Shareholding of Nominal value (In Rs) |
No. of Shareholders |
No of Share |
Percentage of Total |
Share Amount |
% of Shareholding |
| Upto 5000 |
830 |
127245 |
1.10% |
1272450 |
1.10% |
| 5001-10000 |
57 |
46080 |
0.40% |
460800 |
0.40% |
| 10001-20000 |
33 |
46395 |
0.40% |
463950 |
0.40% |
| 20001-30000 |
34 |
80970 |
0.70% |
809700 |
0.70% |
| 30001-40000 |
18 |
61245 |
0.53% |
612450 |
0.53% |
| 40001-50000 |
17 |
75690 |
0.66% |
756900 |
0.66% |
| 50001-100000 |
56 |
401180 |
3.48% |
4011800 |
3.48% |
| 100001 and above |
66 |
10676740 |
92.72% |
106767400 |
92.72% |
| Total |
1111 |
11515545 |
100% |
115155450 |
100% |
30. MARKET PRICE DATA
Monthly high and low of the equity shares of the Company trading volume are as follows
from April 1,2023 to March 31,2024
| Sr. No. |
Month |
High Price |
Low Price |
Volume |
| 1 |
April, 2023 |
202.00 |
182.00 |
5,29,84,800 |
| 2 |
May, 2023 |
297.00 |
188.15 |
2,10,90,672 |
| 3 |
June, 2023 |
301.50 |
234.90 |
4,91,25,852 |
| 4 |
July, 2023 |
302.00 |
246.40 |
2,20,87,368 |
| 5 |
August, 2023 |
321.00 |
271.00 |
4,73,30,837 |
| 6 |
September, 2023 |
330.00 |
190.00 |
18,47,55,773 |
| 7 |
October, 2023 |
210.00 |
188.25 |
3,68,99,386 |
| 8 |
November, 2023 |
218.00 |
185.30 |
1,29,28,789 |
| 9 |
December, 2023 |
353.95 |
188.00 |
79,59,22,416 |
| 10 |
January, 2024 |
427.00 |
347.50 |
55,05,19,025 |
| 11 |
February, 2024 |
451.50 |
314.00 |
15,90,77,431 |
| 12 |
March, 2024 |
425.00 |
302.05 |
14,16,47,670 |
31. 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.
32. 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.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
The Company has received an administrative warning letter dated January 25, 2024 for
inspection of books of accounts, other records of the Company and other matters. Further
SEBI initiated enquiry proceedings under SEBI( Merchant Bankers) Regulations, 1992 for
other matters. The Company has filed Settlement application under SEBI( Settlement
Proceedings) Regulations 2018. Enquiry and adjudication proceeding have been initiated by
SEBI and the matter is being heard and under process as on date. However, there are no
significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and Company's operations in the future.
34. AUDITORS
The Company's Auditors, M/s. Jay Gupta & Associates, Chartered Accountants, who
were appointed with your approval at the 13th Annual General Meeting for a period of five
years, will complete their present term on conclusion of the ensuing 18th Annual General
Meeting of the Company.
35. AUDITOR'S REPORT
The Auditors' Report issued by Jay Gupta & Associates, on the Financial Statements
for the year ended March 31,2024 does not contain any disqualification or adverse remark
which requires clarification.
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Act and Rules framed thereunder either to the Company or to the Central Government.
36. SECRETARIAL AUDIT
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s.
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". The Secretarial Audit Report does not contain
any qualification, reservations or adverse remarks.
37. 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.
38. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and sale
operations. The Company's 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.
39. 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".
40. MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion and Analysis Report of the Company is annexed to this Report.
41. 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.
42. 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).
43. DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING LISTED ENTITIES :
There are no agreement impacting management or control of the Company or imposing any
restriction or create any liability upon the Company.
44. 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
Company's executives, staff and workers.
| REGISTERED OFFICE: |
By Order of the Board of Directors |
| A-401, Floor 4th, Plot FP-616, (PT), Naman Midtown, Senapati |
For Gretex Corporate Services Limited |
| Bapat Marg, Near Indiabulls, Dadar (w), Delisle Road, Mumbai |
|
| Date: 10th July, 2024 |
Alok Harlalka |
|
Managing Director |
|
DIN: 02486575 |
|