Directors Report of Gratex Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 31st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the year ended 31st March, 2015 as compared to the previous financial year is summarized below:

(Amount in Lacs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR 31.03.2015 31.03.2014

Income from Operations 80.45 727.56

Total Expenditure including Depreciation 75.89 678.55

Profit before Tax (20.44) 13.06

Profit/Loss After Tax (17.34) 23.77

2. PERFORMANCE REVIEW:

The overall income from Franchisee operations for 2014-15 is 38.30 Lakhs as compared to in 38.48 Lakhs in 2013-14 which is same as last year & warehousing income is 86.98 Lakhs. Thus, total income for 2014-15 amounts to 1.25 crores. For the year ended 31.3.2015 company is into overall Net loss of 17.34 Lakhs as compared to Net profit of 24 Lakhs last year.

The major reasons for the loss are:

1. Loan written off of Andhra Pradesh Power Tools Ltd of 25 Lakhs. We had already written off the interest of both the companies ie Andhra Pradesh Power Tools Ltd and Elar Fashion. Now we have written off the principal amount of one company and and will write off the other in the current year to clean off our books of all our old liabilities.

2. Old assets written off as per new companies act amounting to 10.40 Lakhs which belong to period prior to 2007. As can be seen above if these 2 items were excluded we would have been in profits similar to 2013-14.

3. DIVIDEND:

In view of the losses suffered by the Company, the Directors regret their inability to recommend dividend for the year under review.

4. OUTLOOK FOR 2015 - 2016:

We will be continuing with our Franchisee & warehousing operations and expect to overall grow by at least 25% in the new year. With infrastructure and real estate sector due to grow in the current year with the thrust given by the government the expectation of growth both in franchise and warehouse operations is very high.

We have also been very conscious of our expenses, which will be controlled further to bring the company again into profitability state.

5. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or its employees during the year under review.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Krishna Prakash Bhardwaj (DIN 00276699) and Ms. Mona Menon (DIN 00117025), Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year, Ms. Rekha Pradeep Nagori (DIN 06945982), has been appointed as an Independent Director for a term of 5 years. Details relating to her appointment is mentioned in the Statement annexed to the Notice under Section 102 of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Ms. Mona Menon (DIN 00117025) has been designated as the Chief Financial Officer of the Company as per the definition of Key Managerial Person under section 2(51) and Section 203 of the Act .

7. DETAILS PERTAINING TO EMPLOYEES AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013:

There were no employees covered under provisions under Section 197(12) of the Companies Act, 2013.

8. MEETINGS:

This information has been furnished under Report on Corporate Governance, which is annexed

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10. AUDITORS:

The members of the Company had, at the 30th Annual General Meeting ("AGM") approved the appointment of M/s Lakhani & Lakhani, Chartered Accountants, Mumbai, bearing ICAI Registration No. 115728W for a period of three years. Ratification of the appointment of Statutory Auditors is to be sought from the members of the Company at the ensuing AGM.

In view of the above, the existing appointment of M/s Lakhani & Lakhani, Chartered Accountants, covering the period from the conclusion of the ensuing AGM until the conclusion of the next AGM to be held in the 2016-2017 is being placed for member's ratification.

M/s Lakhani & Lakhani, Chartered Accountants, Mumbai, have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Act. The Audit Committee and Board of Directors recommend the aforesaid appointment.

11. AUDITORS' REPORT:

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self- explanatory and do not call for any further comments.

12. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form No. MGT 9 as a part of this Annual Report as Annexure I

13. INTERNAL AUDIT & CONTROLS:

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

14. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism Policy to deal with instances of fraud and mismanagement. The Vigil Mechanism Policy has been uploaded on the website of the Company.

15. RISK MANAGEMENT POLICY:

Risk management policy of the Company promotes a proactive approach in reporting, evaluating and resolving risks associated with the business. Identified risks are used as one of the key inputs for the development of strategy and business plan.

The risks are assessed on a periodical basis and it assists the Board of Directors in overseeing the Company's risk management processes and controls.

16. SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under, M/s. JC & Associates, Practicing Company Secretaries have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC-2 as a part of this Annual Report as Annexure III.

18. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS :

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.

19. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy and Technology absorption respectively, are not applicable.

Value of Imports on CIF basis :

Particulars 2014-2015 2013-2014

Purchase of Goods

EURO 0 30,704

USD 0 0

GBP 0 0

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.

22. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year;

3. that your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that your Directors have prepared the annual accounts on a going concern basis.

5. that your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. that your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to the Bombay Stock Exchange, where the Company's Shares are listed.

24. ACKNOWLEDGEMENTS:

Your Directors record their grateful appreciation for the encouragement, assistance, co-operation and consistent support received from Members, Dealers, Government Authorities, Dealers, Banks, Financial institutions, Business Partners and Customers. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors are thankful to all the Stakeholders for their continued patronage.

By Order of the Board Place : Mumbai For Gratex Industries Limited Date : 29.05.2015 Managing Director Karan Sharma (DIN: 00117188)

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 30th Annual Report along with the Audited Accounts of the Company for the financial year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the year ended 31st March, 2014 as compared to the previous financial year is summarized below:

(Amount in Lacs)

CURRENT YEAR PREVIOUS YEAR 31.03.2014 31.03.2013

Income from Operations 727.56 496.37

Total Expenditure including Depreciation 678.55 432.53 Profit before Tax 13.06 23.78 Profit/Loss After Tax 23.77 (9.24)

2. PERFORMANCE REVIEW :

During the year under review, your Company achieved an operational Profit before Tax of Rs.49.01 lacs. However after appropriations the Net Profit After Tax for the year stood at Rs.23.77 lacs as compared to a loss of Rs.9.24 lacs in the previous year. The carry forward loss of the company is reduced from Rs. 42 lacs to Rs.18 lacs.

In the current year the income from Franchisee operations marginally grew by 5% from Rs.36.60 lacs to Rs.38.50 lacs, the furniture business of the Company too rose to Rs.6.30 lacs a 50% increase to the amount of Rs.4.20 lacs in the previous year.

3. DIVIDEND:

Due to nominal profits which are required for the future growth and expansion of the Company, your Directors do not recommend any Dividend for the financial year ended March 31, 2014.

4. OUTLOOK FOR 2014 - 2015:

This year the Company achieved its target of liquidating its complete stocks, whereby it will focus on providing warehousing services as well as grow the franchisee operations of the company. The target is to achieve a commission of Rs.60 lacs in the current year a jump estimated at 60% from the previous year.

Your Company intends to consolidate its business segments and be profit centre thus transforming the Company into a profitable organization.

5. FIXED DEPOSITS:

During the period under review, the Company has not accepted/ renewed and deposit within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal / interest was outstanding as on the balance sheet date.

6. DIRECTORS:

* Composition

The Board comprises eight Directors, five of whom are Non-Executive Independent Directors, one Chairman, one Managing Director & one Chief Financial Officer.

* Retirement & Appointment / Re-appointment :

Mr. Pradeep Nagori, ceased to be an Independent Director of the Company due to his death on 27th November, 2014. The Board condoned his untimely demise and conveyed heartfelt condolences to his bereaved family. Ms. Mona Menon was appointed as Chief Financial Officer w.e.f 30th May, 2014.

In accordance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 your Company is seeking appointment of Mr. Bhagwati Prasad Mangal and Mr. Gurvinder Singh Saggu as Non-Executive Independent Directors for five consecutive years w.e.f. 30th May, 2014. Mr. Karan Sharma was re-appointed as Managing Director for five consecutive years w.e.f 1st April, 2014. Details relating to their appointment are mentioned in the Statement annexed to the Notice under Section 102 of the Companies Act, 2013.

In accordance with the relevant provisions of the Companies Act, 2013, Mrs. Promila Sharma and Mr. Pratap Menon, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

The details relating to the Directors, who are to be re-appointed as stipulated under clause 49 (IV) (G) of the Listing Agreement, is furnished in the Notice forming part of the Annual Report.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31,2014 and of the profit and loss of the Company for the year;

3. that your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that your Directors have prepared the annual accounts on a going concern basis.

5. that your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. that your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Clause 49 of Listing Agreement with the Stock Exchanges, a report on Corporate Governance is attached to this Report along with the Management Discussion and Analysis statement.

9. AUDITORS AND AUDITORS'' REPORT:

M/s Lakhani & Lakhani, Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting of the shareholders of the Company, and offer themselves for re-appointment. In accordance with Section 139 of the Companies Act, 2013 read with the Rules made thereunder, M/s Lakhani & Lakhani can be currently appointed as the Statutory Auditors of the Company for a period of three years. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Act.

The Audit Committee and Board of Directors have recommended the appointment of M/s Lakhani & Lakhani, Chartered Accountants. Members are requested to consider their appointment for a period of three years.

10. PARTICULARS OF EMPLOYEES:

Information in accordance with the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules 1975, as amended, regarding employees to the Directors Report is as follows.

None of the Employees of the Company are in receipt of remuneration aggregating to Rs.6,000,000/- or more p.a. if employed for the entire year or Rs.500,000/- or more per month, if employed for the part of the year.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO :

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy and Technology absorption respectively, are not applicable.

Value of Imports on CIF basis :

Particulars 2013-2014 2012-2013

Purchase of Goods

EURO 30,704 4,71,786

USD 0 1,46,981

GBP 0 13,438

12. ACKNOWLEDGEMENTS:

Your Directors record their grateful appreciation for the encouragement, assistance, co-operation and consistent support received from Members, Dealers, Government Authorities, Dealers, Banks, Financial institutions, Business Partners and Customers. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors are thankful to all the Stakeholders for their continued patronage.

By Order of the Board Place : Mumbai For Gratex Industries Limited Date : 30.05.2014

Registered Office Karan Sharma 109, Kakad Udyog Bhavan, Managing Director L. J. Road, Mahim, Mumbai - 400 016

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Mar 31, 2013

The Directors are pleased to present the 29th Annual Report along with the Audited Accounts of the Company for the financial year ended 31 st March, 2013.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the year ended 31st March, 2013 is summarized below:

(Amount in Lacs)

CURRENTYEAR PREVIOUS YEAR 31.03.2013 31.03.2012

Income from Operations 496.37 528.02

Total Expenditure including Depreciation 432.53 498.09

Profit before Tax 23.78 29.92

Profit/Loss After Tax (9.24) 5.72

2. PERFORMANCE REVIEW:

During the year under review, your Company achieved an operational Profit before Tax of Rs.63.83 lacs. However it went ahead with its decision to adjust prior period expenses of difference in depreciation of Rs.16.07 lacs and write off 3 of its old bad debts amounting to Rs.40.04 lacs, thus posting a loss of Rs.9.24 lacs in the current year.

In the year 2012-13, your Company launched a new product line of Furniture trough the Retail Showroom and the target set by the Company is Rs.50 lacs for the year 2013-14.

Your Company is determined to wipe out the carry forward losses and bad debts in the current year and thereafter start an era of sustained profits.

3. DIVIDEND:

Owing to the loss incurred by the Company, your Directors do not recommend any Dividend for the financial year ended March 31, 2013.

4. OUTLOOK FOR2013-2014:

This year the Company is targeting an additional commission income from Marshalls Franchise Showroom. Further the Company is also focusing on enhancing the profitability by providing warehousing, pacing and forwarding facility to Marshalls.

The Company is focused to wipe out the carry forward losses and bad debts thus transforming the Company into a profitable organization.

5. FIXED DEPOSITS:

During the period under review, the Company has not accepted/ renewed and deposit within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal / interest was outstanding as on the balance sheet date.

6. DIRECTORS:

- Composition

The Board comprises eight Directors, four of whom are Non-Executive & Independent Directors, two non- executive Directors, one Executive Director & one Managing Director.

- Retirement by Rotation

In accordance with the relevant provisions of the Companies Act, 1956, Mr. K P. Bharadwaj, Mr. Pratap Menon and Mrs. Mona Menon, Directors of the Company are liable to retire by rotation at the ensuing Annual General

Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

The Board recommends re-appointment of the Directors retiring by rotation at the ensuing Annual General Meeting.

The brief resume and other details relating to the Directors, who are to be re-appointed as stipulated under clause 49 (IV) (G) of the Listing Agreement, is furnished in the Notice forming part of the Annual Report.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm that:

(i) in the preparation of the Annual Accounts for the year 2012-13, the applicable Accounting Standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a fair & true view of the state of affairs of the Company at the end of the Financial year and of the loss of the Company for the financial year.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the Annual Accounts on a going concern basis.

8. CORPORATE GOVENRANCE REPORT AND MANAGEMENTDISCUSSIONAND ANALYSIS REPORT:

As per Clause 49 of Listing Agreement with the Stock Exchanges, a report on Corporate Governance is attached to this Report along with the Management Discussion and Analysis statement.

9. STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company''s Securities are listed at the Bombay Stock Exchange Limited. The Company has paid the Annual Listing for the year 2013-2014.

10. DELISTING OF COMPANIES SECURITIES FROM AHMEDABAD STOCK EXCHANGE LIMITED :

The Company has received Order vide Letter Ref: ASEL72012-2013/1039 dated February 20, 2013 from Ahmedabad Stock Exchange Limited stating that the Securities of the Company are removed from the list of the exchange w.e.f. 21.02.2013. Therefore pursuant to the undertaking given by your Company, the fact of delistment is disclosed irrthe First Annual Report, subsequent to delisting, in compliance to clause 7 (1) (d) of SEBI (Delisting of Equity Shares) Regulations, 2009.

11. AUDITORS AND AUDITORS'' REPORT:

M/s Lakhani & Lakhani, Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting of the shareholders of the Company, and are eligible for re-appointment. They have confirmed their eligibility as Auditors of a Listed Company.

The Company has received a confirmation from them to be effect about their eligibility under section 224(1 B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

12. PARTICULARS OF EMPLOYEES:

Information in accordance with the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules 1975, as amended, regarding employees to the Directors Report is as follows.

None of the Employees of the Company are in receipt of remuneration aggregating to Rs.6,000,000/-or more p.a. if employed for the entire year or Rs.500,00O/- or more per month, if employed for the part of the year.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO :

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy and Technology absorption respectively, are not applicable.

Value of Imports on CIF basis :

Particulars 2012-2013 2011-2012

Purchase of Goods

EURO 4,71,786 4,45,728

USD 1,46,981 98,477

GBP 13,438 11,713

14 ACKNOWLEDGEMENTS:

Your Directors record their grateful appreciation for the encouragement, assistance, co-operation and consistent - support received from Members, Dealers, Government Authorities, Dealers, Banks, Financial institutions, Business Partners and Customers. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors are thankful to all the Stakeholders for their continued patronage.

By Order of the Board

For Gratex Industries Limited

Karan Sharma Managing Director

Date : 29.05.2013

Place : Mumbai

Registered Office

109, Kakad Udyog Bhavan,

L. J. Road, Mahim,

Mumbai-400 016

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Mar 31, 2011

Dear Members,

The Directors are pleased to present the 27th Annual Report along with the Audited Accounts of the Company for the financial year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHTS :

The financial performance of the Company, for the year ended 31st March, 2011 is summarized below:

(Amount in Lacs)

CURRENT YEAR PREVIOUS YEAR 31.03.2011 31.03.2010

Income from Operations 413.93 320.02

Total Expenditure 405.92 298.04

Profit before Interest & Depreciation 8.006 21.62

Interest 2.882 4.00

Depreciation 0.907 1.19

Profit After Tax 4.217 16.44

2. PERFORMANCE REVIEW :

During the year under review, Income from Operations was Rs. 4,13,92,700/- against Rs.3,20,00,097/- in the previous financial year showing an increase of Rs.93,90,603/-. However the NPAT for the year was Rs.4,21,669/- compared to Rs.16,43,781/- in the previous year.

Even though the sales showed healthy trend, we were able to generate a nominal profit due to loss incurred in the sale of old plant & machinery & other assets which were scrapped. We are hopeful that we shall be able to meet the challenges and give our shareholders their dues.

3. DIVIDEND :

Due to carry forward losses, which now stand at Rs. 56,91,677/- your Directors do not recommend any Dividend for the financial year ended 31st March, 2011.

4. OUTLOOK FOR 2011 - 12 :

The outlook for the year 2011-12 is very positive and we are targeting a further 25% increase in sales. We continue to surge forward in this new era of trading and are looking at adding more products to our portfolio.

5. FIXED DEPOSITS:

During the period under review, the Company has not accepted/ renewed and deposit within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal / interest was outstanding as on the balance sheet date.

6. DIRECTORS :

In accordance with the relevant provisions of the Companies Act, 1956, Mrs. Promila Sharma, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment at the ensuing Annual General Meeting.

The brief resume and other details relating to the Directors, who is to be re-appointed as stipulated under clause 49(IV)(G) of the Listing Agreement, is furnished in the Notice forming part of the Annual Report.

7. DIRECTORS' RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:-

-followed in the preparation of the Annual Accounts, the applicable the applicable accounting standards with proper explanation relating to material departures if any;

-selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

-taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; prepared the annual accounts on a going concern basis

8. CORPORATE GOVERANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Clause 49 of Listing Agreement with the Stock Exchanges, a report on Corporate Governance is attached to this Report along with the Management Discussion and Analysis statement.

9. STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company's Securities are listed at the Bombay Stock Exchange and The Ahmedabad Stock Exchange.

10. AUDITORS AND AUDITORS' REPORT:

M/s. B.H. Patel & Co., Chartered Accountants, Mumbai have confirmed that they are yet to complete the Peer Review Audit Process conducted by the Institute of Chartered Accountants of India. Hence they are ineligible to be reappointed in the ensuing Annual General Meeting. Hence M/s. Doshi Doshi & Associates, Chartered Accountants, Mumbai have been appointed as Statutory Auditors of the Company for the Financial Year 2011-12 and they have confirmed their eligibility as Auditors of a Listed Company.

The Company has received a confirmation from them to the effect about their eligibility under section 224(1B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

11. PARTICULARS OF EMPLOYEES:

Information in accordance with the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules 1975, as amended, regarding employees to the Directors Report is as follows.

None of the Employees of the Company are in receipt of remuneration aggregating to Rs. 24,00,000/- or more p.a. if employed for the entire year or Rs.2,00,000/- or more per month, if employed for the part of the year.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO :

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy and Technology absorption respectively, are not applicable.

Foreign Exchange earning of the Company during the year 2010-11 was NIL while the outgo was Euro 4,37,360, USD 1,16,807 & GBP 5,903.

13. ACKNOWLEDGEMENTS :

Your Directors record their grateful appreciation for the encouragement, assistance, co-operation and consistent support received from Members, Dealers, Government Authorities, Dealers, Banks, Financial institutions, Business Partners and Customers. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors are thankful to all the Stakeholders for their continued patronage.

By Order of the Board For Gratex Industries Limited

Karan Sharma Managing Director

Place : Mumbai Date : 09.08.2011

Registered Office

109, Kakad Udyog Bhavan, L. J. Road, Mahim, Mumbai - 400 016

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Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the year ended 31st March, 2010 is summarized below:

(Amount in Lacs)

CURRENT YEAR PREVIOUS YEAR

31.03.2010 31.03.2009 Income from Operations 320.02 392.26

Total Expenditure 298.04 404.45

Profit before Interest & Depreciation 21.62 (11.90)

Interest 4.00 3.35

Depreciation 1.19 3.17

Profit After Tax 16.44 (18.44)



2. PERFORMANCE REVIEW:

The year under review was a transformational year for the Company. Turnover for the year under review is Rs. 3,20,02,097 against Rs. 3,91,95,679 (previous year) showing a decrease of Rs.71,93,582. However, Net Profit After tax for the year was Rs.16,43,781 as against a loss of Rs. 18,44,411 in the previous year.

3. DIVIDEND :

Due to carry forward losses, which now stand at Rs.61,13,348 your Directors do not recommend any Dividend for the financial year ended 31st March, 2010.

4. PUBLIC DEPOSITS:

The Company has not accepted any deposits form the Public during the year under review, under the provisions of the Companies Act, 1956 and the rules framed.

5. DIRECTORS :

In accordance with the relevant provisions of the Companies Act, 1956, Mr. K. P. Bharadwaj, Mr. Pratap Menon and Mrs. Mona Menon, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

Further, the approval of Shareholders pursuant to applicable Sections of the Companies Act, 1956 read with Schedule XIII thereof, is sought w.e.f. 1st April, 2010, for the re-appointment of Mr. Baldevkrishan Sharma, - Chairman for a period of five years. The brief resume and other details relating to the directors, who are to be re-appointed as stipulated under clause 49(IV)(G) of the Listing Agreement, are furnished in the Notice convening the Annual General Meeting.

6. DIRECTORS RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:-followed in the preparation of the Annual Accounts, the applicable the applicable accounting standards with proper explanation relating to material departures if any; selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; prepared the annual accounts on a going concern basis

7. CORPORATE GOVERANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on Corporate Governance is attached to this Report along with the Management Discussion and Analysis statement.

8. INSURANCE:

Properties and Assets of the Company are adequately insured.

9. SUBSIDIARY COMPANIES:

The Companies does not have any subsidiary.

10. AUDITORS AND AUDITORS REPORT:

M/s B.H. Patel & Co., Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting of the shareholders of the Company, and are eligible for re-appointment.

The Company has received a confirmation from them to the effect that, their re-appointment if made, would be in accordance with Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

11. PARTICULARS OF EMPLOYEES :

Information in accordance with the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules 1975, as amended, regarding employees to the Directors Report is as follows.

None of the Employees of the Company are in receipt of remuneration aggregating to Rs.24,00,000/- or more p.a. if employed for the entire year or Rs.2,00,000/- or more per month, if employed for the part of the year.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO :

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy and Technology absorption respectively, are not applicable.

Foreign Exchange earning of the Company during the year 2009-10 was Nil while the outgo was EURO 2,31,394, USD 47,161 and GBP 9,675.

13. ACKNOWLEDGEMENTS :

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by all government authorities, financial institutions, banks, transfer agents, consultants, solicitors of the Company for their continued support and encouragement. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors are thankful to the shareholders and depositors for their continued patronage.



For Gratex Industries Limited

Place : Mumbai. By Order of the Board

Date : 11th August, 2010

Registered Office Karan Sharma 109, Kakad Udyog Bhavan, Managing Director

L.J.Road, Mahim, Mumbai - 400 016.