CMTEX INDUSTRIES LIMITED - bseindia.com Saturday the 13th September, 2014 at 11.00 a.m. at Kohinoor...

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Annual Report 2013-14GratexProgressing towards Growth

NOTICE

Notice is hereby given that the 30th Annual General Meeting ("AGM") of the members of Gratex Industries Limited will be heldon Saturday the 13th September, 2014 at 11.00 a.m. at Kohinoor Banquet, Ground Floor, Opp. Siddhivinayak Mandir, SwatantryaVeer Savarkar Marg, Prabhadevi, Mumbai - 400 025 to transact the following business:

ORDINARY BUSINESS :

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014 and the Statement of Profit and Lossfor the year ended on that date with the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mrs. Promila Sharma (DIN 00118066) who retires by rotation and being eligible, offersherself for re-appointment.

3. To appoint a Director in place of Mr. Pratap Menon (DIN 00117080) who retires by rotation and being eligible, offershimself for re-appointment.

4. To appoint Auditors and to fix their remuneration and in this regard to consider and, if thought fit, to pass, with orwithout modification, the following resolution as an Ordinary Resolution :

"RESOLVED THAT pursuant to provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder,M/s Lakhani & Lakhani, Chartered Accountants, (ICAI Registration No. 115728W), be and are hereby re-appointed asthe Statutory Auditors of the Company for a period of three years from the date of this AGM (subject to ratification ofthe appointment by the Members at every AGM held after this AGM) at a remuneration as may be fixed by the Boardof Directors of the Company."

SPECIAL BUSINESS :

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as anOrdinary Resolution :

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of theCompanies Act, 2013 (the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to theCompanies Act, 2013, Mr. Bhagwati Prasad Mangal (DIN 00134847), who was appointed as a Non-Executive Directorof the Company by the Board of Directors w.e.f. 30th May, 2014 and who has submitted a declaration that he meetsthe criteria of independence as provided in Section 149(6) of the Act, be and is hereby appointed as an IndependentDirector of the Company for five consecutive years upto 29th May, 2019, not liable to retire by rotation."

6. To consider and if thought fit, to pass with or without modification(s), the following resolution as anOrdinary Resolution :

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of theCompanies Act, 2013 (the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to theCompanies Act, 2013, Mr. Gurvinder Singh Saggu (DIN 00117386), a Non -Executive Director of the Company who hassubmitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and whois eligible for appointment, be and is hereby appointed as an Independent Director of the Company for five consecutiveyears upto 29th May, 2019, not liable to retire by rotation."

7. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and any other applicable provisions of theCompanies Act, 2013 read with Schedule V to the Companies Act, 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereoffor the time being in force), Mr. Karan Sharma (DIN 00117188) be and is hereby appointed as the "Managing Director"of the Company for a period of five years effective from 1st April, 2014, on the terms and conditions of appointmentas specified in the Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 annexed to thisNotice and on the remuneration to be paid by way of Salary in the scale of Rs.45,000/- to Rs.1,00,000/- per month.

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RESOLVED FURTHER THAT the Board of Directors be and hereby authorized to alter and vary the terms andconditions of appointment and / or remuneration, subject to the same not exceeding the limits specified under Section197 read with Schedule V to the Companies Act, 2013."

NOTES :

1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy toattend and vote instead of himself and proxy need not be a member of the company. Proxies, in orderto be effective must be received at the registered office of the Company not less than 48 hours beforethe commencement of the meeting. A person can act as proxy on behalf of members not exceedingfifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. Incase a proxy is proposed to be appointed by a member holding more than 10% of the total share capitalof the Company carrying voting rights, then such proxy shall not act as a proxy for any other person orshareholder.

2. The Register of Members and Share Transfer Books of the Company shall remain closed from Tuesday, 9th September,2014 to Saturday, 13th September, 2014 (both days inclusive).

3. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating toSpecial Business at the meeting, is annexed hereto.

4. Members / Proxies should bring the duly filled Attendance Slip enclosed herewith to attend the meeting.

5. Corporate Members intending to send their authorized representative(s) to attend the Meeting are requested to senda certified copy of the Board Resolution authorizing such representative(s) to attend and vote on their behalf at themeeting.

6. Details under Clause 49 of the Listing Agreement with the Stock Exchange in respect of the Directors seeking re-appointment at the Annual General Meeting, forms integral part of the notice. The Directors have furnished the requisitedeclaration for their appointment / reappointment.

7. Members holding shares in electronic form should get their e-mail id's updated with their respective DepositoryParticipants so that they can get the copies of correspondence etc. sent by the Company via e-mail.

8. Copies of the Annual Report 2014 are being sent by electronic mode only to all the members whose e-mail addressesare registered with the Company / Depository Participant(s) unless a member has requested for a hard copy of thesame. For members who have not registered their e-mail addresses, physical copies shall be sent only if requestedin writing by the member.

9. Electronic copy of the Notice of the 30th Annual General Meeting of the Company inter alia indicating the process andmanner of e-voting along with the Attendance Slip and Proxy Form is being sent to all members whose e-mail IDs areregistered with the Company / Depository Participant(s) for communication purposes unless any member hasrequested for a hard copy of the same.

10. Members may also note that the Notice of the 30th Annual General Meeting and the Annual Report will also be availableon the Company's website www.gratex.in for their download. The physical copies of the aforesaid documents willalso be available at the Company's Registered Office for inspection during normal business hours on working days.For any communication, the shareholders may also send requests to the Company's investor email id : [email protected]

11. Voting through electronic means :

In Compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Managementand Administration) Rules, 2014, the Company is pleased to provide members the facility to exercise their right to voteat the 30th Annual General meeting by electronic means and the business may be transacted through e-voting systemprovided by Central Depository Services (India) Limited (CDSL) :

The instructions for members for voting electronically are as under:-

A. In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com

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(ii) Click on "Shareholders" tab.

(iii) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(iv) Next enter the Image Verification as displayed and Click on Login.

(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earliervoting of any company, then your existing password is to be used.

(vi) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for bothdemat shareholders as well as physical shareholders)

" Members who have not updated their PAN with the Company/Depository Participant arerequested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field.

" In case the folio number is less than 8 digits enter the applicable number of 0's before thenumber after the first two characters of the name in CAPITAL letters. Eg. If your name isRamesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the saiddemat account or folio in dd/mm/yyyy format.

(vii) After entering these details appropriately, click on "SUBMIT" tab.

(viii) Members holding shares in physical form will then reach directly the Company selection screen. However,members holding shares in demat form will now reach 'Password Creation' menu wherein they are required tomandatorily enter their login password in the new password field. Kindly note that this password is to be alsoused by the demat holders for voting for resolutions of any other company on which they are eligible to vote,provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share yourpassword with any other person and take utmost care to keep your password confidential.

(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutionscontained in this Notice.

(x) Click on the EVSN (Electronic Voting Sequence Number) for Gratex Industries Limited.

(xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" forvoting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution andoption NO implies that you dissent to the Resolution.

(xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xiii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will bedisplayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" andaccordingly modify your vote.

(xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.

(xvi) If Demat account holder has forgotten the changed password then Enter the User ID and the image verificationcode and click on Forgot Password & enter the details as prompted by the system.

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� Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporates.

� They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity [email protected].

� After receiving the login details they have to create a user who would be able to link the account(s) whichthey wish to vote on.

� The list of accounts should be mailed to [email protected] and on approval of the accountsthey would be able to cast their vote.

� They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which theyhave issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify thesame.

B. In case of members receiving the physical copy upon request made to the Company:

a. Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

b. The voting period begins on Sunday, 7th September, 2014 (10.00 a.m.) and ends on Tuesday, 9thSeptember, 2014 (6.00 p.m.). During this period shareholders' of the Company, holding shares either inphysical form or in dematerialized form, as on the cut-off date of 10th August, 2014, may cast their voteelectronically. The e-voting module shall be disabled by CDSL for voting thereafter.

c. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions("FAQs") and e-voting manual available at www.evotingindia.co.in under help section or write an email [email protected].

C. Ms. Jacintha Castelino (ACS No. 33081) of M/s JC & Associates, practising Company Secretaries has beenappointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

D. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-votingperiod unblock the votes in the presence of atleast two (2) witnesses not in the employment of the Company andmake a Scrutinizer's Report of the votes cast in favour or against, if any, and send it to the Chairman of theCompany.

E. The Results shall be declared at or after the Annual General Meeting (AGM) of the Company. The Resultsdeclared alongwith the Scrutinizer's Report shall be placed on the Company's website www.gratex.in and onthe website of CDSL and shall also communicated to the Bombay Stock Exchange (BSE).

By Order of the BoardPlace : Mumbai For Gratex Industries LimitedDate : 30.05.2014

Registered Office Karan Sharma109, Kakad Udyog Bhavan, Managing DirectorL. J. Road, Mahim,Mumbai - 400 016

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DETAILS OF DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT AS REQUIRED UNDER CLAUSE 49 OF THE

LISTING AGREEMENT WITH THE STOCK EXCHANGE :

Name of the Director Mrs. Promila Sharma Mr. Pratap Menon

Date of Birth March 2, 1949 June 12, 1973

Date of Appointment September 9, 1992 August 10, 2004

Qualifications B. A. B.Com + D.M.M.

Expertise in specific Experience of more than 35 years Experience of more than 10 years

functional areas in Wallcovering Business and is actively in Marketing and General Management.

involved with the Company. He is heading the Dealer Market with

Network spread all over India.

Directorships held in other Marshalls Enterprise India Nil

Public Companies (excluding Private Limited

foreign companies)

Memberships / Chairmanships Nil Nil

of committees of other public

companies (Includes only Audit

and Shareholders / Investors

Grievance Committee)

Number of Shares held in 290100 1000

the Company

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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EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THECOMPANIES ACT, 2013.

Item No. 5 :

Mr. Bhagwati Prasad Mangal (DIN 00134847) was appointed as the Non-Executive Director of the Company w.e.f. 30th May,2014. He is a Chartered Accountant by profession.

He is the Chairman of the Audit Committee and Stakeholder's Relationship Committee of the Board of Directors of theCompany.

He does not hold any equity shares in the Company. He is a Director in the following Companies:

Morries Constructions Private Limited

Jessyindia Advisory Services Private Limited

Saguna Real Estate Private Limited

Sauvir Infrastructure Private Limited

Dineshchandra R Agarwal Infracon Private Limited

In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. Bhagwati Prasad Mangal beingeligible and offering himself for appointment, is proposed to be appointed as an Independent Director for five consecutiveyears term upto 29th May, 2019. A notice has been received by the Company from a member proposing Mr. Bhagwati PrasadMangal as a candidate for the office of Director of the Company.

In the opinion of the Board, Mr. Bhagwati Prasad Mangal fulfils the condition specified in the Companies Act, 2013 and rulesmade thereunder for his appointment as an Independent Director and is independent of the Company's management. Copyof the draft letter for appointment of Mr. Bhagwati Prasad Mangal as an Independent Director setting out the terms andconditions would be available for inspection without any fee by the members at the Registered Office of the Company duringnormal business hours on any working day, excluding Saturday.

The Board considers that his continued association would be of immense benefit to the Company and it is desirable tocontinue avail services of Mr. Bhagwati Prasad Mangal as an Independent Director. Accordingly, the Board recommends theresolution in relation to appointment of Mr. Bhagwati Prasad Mangal as an Independent Director, for the approval by theshareholders of the Company.

Except Mr. Bhagwati Prasad Mangal, being an appointee himself, none of the Directors and Key Managerial Personnel of theCompany and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 5.

This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement with the StockExchange.

Item No. 6 :

Mr. Gurvinder Singh Saggu (DIN 00117386) is the Non-Executive Independent Director of the Company since 9th March,2006. He did his MBA in 1981. He has a career spanning over 30 years in the field of Industrial Marketing and SBUManagement.

He is the Chairman of the Nomination and Remuneration Committee of the Board of Directors of the Company.

He does not hold any equity shares in the Company. He is not a Director in any other Company.

He retires by rotation at the ensuing Annual General Meeting under the provisions of erstwhile Companies Act, 1956. In termsof Section 149 and other applicable provisions of the Companies Act, 2013, Mr. Gurvinder Singh Saggu being eligible andoffering himself for appointment, is proposed to be appointed as an Independent Director for five consecutive years termupto 29th May, 2019. A notice has been received by the Company from a member proposing Mr. Gurvinder Singh Saggu asa candidate for the office of Director of the Company.

In the opinion of the Board, Mr. Gurvinder Singh Saggu fulfils the condition specified in the Companies Act, 2013 and rulesmade thereunder for his appointment as an Independent Director and is independent of the Company's management. Copyof the draft letter for appointment of Mr. Gurvinder Singh Saggu as an Independent Director setting out the terms andconditions would be available for inspection without any fee by the members at the Registered Office of the Company duringnormal business hours on any working day, excluding Saturday.

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The Board considers that his continued association would be of immense benefit to the Company and it is desirable tocontinue avail services of Mr. Gurvinder Singh Saggu as an Independent Director. Accordingly, the Board recommends theresolution in relation to appointment of Mr. Gurvinder Singh Saggu as an Independent Director, for the approval by theshareholders of the Company.

Except Mr. Gurvinder Singh Saggu, being an appointee himself, none of the Directors and Key Managerial Personnel of theCompany and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 6.

This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement with the StockExchange.

Item No. 7 :

The Board proposed to appoint Mr.Karan Sharma as the Managing Director of the Company for a period of 5 years w.e.f 1stApril, 2014 subject to the approval of the Members.

Mr. Karan Sharma is a B.Com (Hons) Graduate from Mumbai University. Mr.Karan Sharma joined the Company in September,2000 and has been responsible, in various executive position, for manufacturing, sales and marketing functions in theCompany. The proposed remuneration and terms and conditions of appointment of Mr.Karan Sharma as Managing Directorare given below :

i. Tenure : For a period of 5 years commencing from April 1, 2014.

ii. Nature of Duties : Mr. Karan Sharma ("the Appointee") shall devote his whole time and attention to the business of theCompany and carry our such duties as may be entrusted to him by the Board from time to time and exercise suchpowers as may be assigned to him, subject to superintendence, control and directions of the Board in connection withthe Company.

iii. Remuneration : Salary in the scale of Rs.45,000/- to Rs.1,00,000/- per month inclusive of all perks.

iv. Minimum Remuneration : Notwithstanding anything to the contrary herein contained, where in any financial year duringthe currency of the tenure of the Appointee, the Company has no profits, or its profits are inadequate, the Companywill pay remuneration by way of salary, as specified above.

The aggregate of the remuneration as aforesaid shall be within the maximum limits as stipulated under sections 197and all other applicable provisions, if any, of the Act read with Part II of Schedule V of the Companies Act, 2013.

v. The terms and conditions of the said appointment may be altered and varied from time to time by the Board as it may,in its discretion deem fit, within the maximum amounts payable to the Appointee, in accordance with the provision ofthe Act or any amendments made hereafter in this regard and subject to such approvals as may be required.

In compliance with the provisions of Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013read with Schedule V to the Companies Act, 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the termsof appointment and remuneration specified above are now being placed before the members for their approval.

No director, key managerial personnel except Mr. Karan Sharma to whom the resolution relates, is interested or concernedin the resolution.

The Board recommends the resolution set forth in Item No. 7 of the accompanying notice for approval of the members of theCompany.

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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DIRECTORS' REPORT

Your Directors are pleased to present the 30th Annual Report along with the Audited Accounts of the Company for thefinancial 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 financialyear is summarized below:

(Amount in Lacs)

CURRENT YEAR PREVIOUS YEAR31.03.2014 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. Howeverafter appropriations the Net Profit After Tax for the year stood at Rs.23.77 lacs as compared to a loss of Rs.9.24 lacsin 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 theprevious year.

3. DIVIDEND:

Due to nominal profits which are required for the future growth and expansion of the Company, your Directors do notrecommend 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 providingwarehousing services as well as grow the franchisee operations of the company. The target is to achieve acommission 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 intoa profitable organization.

5. FIXED DEPOSITS:

During the period under review, the Company has not accepted/ renewed and deposit within the meaning of Section58A of the Companies Act, 1956 and as such, no amount of principal / interest was outstanding as on the balancesheet 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.

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In accordance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013your Company is seeking appointment of Mr. Bhagwati Prasad Mangal and Mr. Gurvinder Singh Saggu asNon-Executive Independent Directors for five consecutive years w.e.f. 30th May, 2014. Mr. Karan Sharma wasre-appointed as Managing Director for five consecutive years w.e.f 1st April, 2014. Details relating to theirappointment 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. PratapMenon, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and beingeligible, offer themselves for re-appointment. The Board recommends their re-appointment at the ensuingAnnual General Meeting.

The details relating to the Directors, who are to be re-appointed as stipulated under clause 49 (IV) (G) of theListing 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 alongwith proper explanation relating to material departures;

2. that your Directors have selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany 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 recordsin accordance with the provisions of the Act for safeguarding the assets of the Company and for preventingand 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 suchinternal financial controls are adequate and were operating effectively.

6. that your Directors have devised proper systems to ensure compliance with the provisions of all applicablelaws 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 tothis 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 GeneralMeeting of the shareholders of the Company, and offer themselves for re-appointment. In accordance with Section139 of the Companies Act, 2013 read with the Rules made thereunder, M/s Lakhani & Lakhani can be currentlyappointed as the Statutory Auditors of the Company for a period of three years. They have confirmed that theirappointment, 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, CharteredAccountants. 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. ifemployed for the entire year or Rs.500,000/- or more per month, if employed for the part of the year.

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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 andTechnology 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 consistentsupport received from Members, Dealers, Government Authorities, Dealers, Banks, Financial institutions, BusinessPartners and Customers. The Board wishes to place on record its appreciation to the contribution made by employeesof the Company during the year under review. Your Directors are thankful to all the Stakeholders for their continuedpatronage.

By Order of the BoardPlace : Mumbai For Gratex Industries LimitedDate : 30.05.2014


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REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, given below is a report on the Corporate Governance in theCompany:

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:

The Company has worked with a philosophy and mission of good governance in every field. The Company believesthat the Corporate Governance code will enhance the growth of benefits to all the stakeholders. The Company'sGovernance philosophy enshrines the goal of achieving the highest level of transparency, accountability and equity inall spheres of its operations and in all dealings with the Shareholders, Employees, the Government and other parties.As a responsible corporate citizen our business fosters a culture of ethical behavior and disclosures aimed at buildingtrust and long-term shareholders' value and respect minority rights in all its business decision.

The Company's governance framework is based on the following principles:

� Appropriate composition and size of the Board, with each member bringing in expertise in their respectivedomains;

� Availability of information to the members of the Board and Board Committees to enable them to discharge theirfiduciary duties;

� Timely disclosures of material operational and financial information to the stakeholders;

� The Management is the trustee of the shareholders' capital and not the owner.

� Communicate externally, and truthfully, about how the company is run internally.

2. BOARD OF DIRECTORS AND MEETINGS:

The Board of Directors of the Company has an optimum combination of executive, non-executive and independentdirectors. The present strength of the Board of Directors of the Company is 8 (Eight) Directors. Four Board Meetingswere held in 2013-14. The following table shows the detailed composition of Board of Directors as well as theirattendance details at the Board Meetings:-

Name of the Director Category of No. of Board Attendance No. ofDirectorship meetings at last AGM Directorship in

attended other Companies

Mr. Baldevkrishan Sharma Chairman, 4 Yes 1Executive

Ms. Promila Sharma Non-Executive, Promoter 4 Yes 1

Mr. K.P. Bharadwaj Non-Executive, Director 3 Yes NIL

Ms. Mona Menon Non-Executive Promoter 4 No 1

Mr. Karan Sharma Managing Director, 4 Yes 1Executive

Mr. Pratap Menon Non-Executive Director 3 Yes --

Mr. Pradeep Nagori Non-Executive Independent 3 Yes --(Ceased w.e.f. 27.11.2013) Director

Mr. Gurvinder Singh Saggu Non-Executive Independent 2 No --Director

Mr. Bhagwati Prasad Mangal Non-Executive Independent NA NA 5

(Appointed w.e.f. 30.05.2014) Director

12


Code of Conduct:

The Board has laid down a Code of Conduct for all Board members and Senior Management Personnel of the Company. AllBoard members and Senior Management Personnel have affirmed compliance with the Code of Conduct.

The Code of Conduct seeks to ensure that the Directors and the Senior Management Personnel observe a total commitmentto their duties and responsibilities while ensuring a complete adherence with the applicable statutes on one hand and valuesand ethics on the other.

3. COMMITTEES OF THE BOARD :

� AUDIT COMMITTEE:

Audit Committee of the Board of Directors ("the Audit Committee") is entrusted with the responsibility to supervisethe Company's financial reporting process, appointment of external auditors and reviewing with the Managementthe quarterly and annual financial statements. All the members of the Audit Committee are financially literate andbring in expertise in the field of Finance, Taxation, Economics, Risk and International Finance.

During the year, four meetings were held. The said meetings were held on 29th May, 2013, 10th August, 2013,14th November, 2013 and 11th February, 2014. The constitution of the Committee and the attendance of eachmember of the Committee are given below :

Name Status Number of Audit Committee meetings

Held Attended

Mr. Pradeep Nagori(1) Chairman 4 3

Mr. Gurvinder Singh Saggu(2) Member 4 2

Mr. Pratap Menon Member 4 3

Ms. Promila Sharma(3) Member 4 1

(1) Ceased to be a member of the committee due to death on 27.11.2013

(2) Acted as Chairman for meeting dated 11.02.2014 to fill in the vacancy caused by death ofMr. Pradeep Nagori

(3) Acted as member for meeting dated 11.02.2014 to fill in the vacancy caused by death ofMr. Pradeep Nagori

� SHAREHOLDERS GRIEVANCE COMMITTEE:

The Shareholders Grievances Committee was constituted to redress the shareholders' grievances/ complaintsrelating to transfer & transmission of shares, non-receipt of annual report, dividend, share certificate etc. andto provide the responses to the queries, if any, raised by the investors. The Committee also considers thematters which can aid better investor services and relations.

During the year, the Shareholders Grievances Committee met four times.The constitution of the Committee andthe details of attendance of each member of the Committee are given below :

Name Status Number of Audit Committee meetings

Held Attended

Mr. Gurvinder Singh Saggu Chairman 4 2

Mr. Pradeep Nagori(1) Member 4 3

Mr. Karan Sharma Member 4 4

Ms. Promila Sharma(2) Member 4 1

13


(1) Ceased to be a member of the committee due to death on 27.11.2013

(2) Acted as member for meeting dated 11.02.2014 to fill in the vacancy caused by death of Mr. PradeepNagori

The Company had received one complaint during the first quarter of the year from a shareholder with respect toreceipt of dividend and annual report, which was successfully resolved.

4. GENERAL BODY MEETINGS:

Details of the location, date and time of the last three Annual General Meetings (AGM) and the Resolutions passedtherein are as under :

Day, Date & Time Location Particulars of Special Business

Saturday, 10th August Giants International, Orient Club Bldg No.9, NIL2013 at 12.00 p. m. Chowpatty Seaface, Mumbai - 400 007

Tuesday, 25th September Giants International, 1. Voluntary Delisting of Shares from2012 at 11.30 a.m. 2nd Floor, Orient Club Bldg. No. 9, Ahmedabad Stock Exchange Limited.

Chowpatty Seaface,Mumbai - 400 007

Wednesday, 21st September Giants International, NIL2011 at 11.30 a.m. 2nd Floor, Orient Club Bldg. No. 9,

Chowpatty Seaface, Mumbai - 400 007

The shareholders passed all the resolutions including the special resolutions set out in the respective Notices. NoPostal Ballots were used for voting at these meetings.

The details of Directors seeking appointment / re-appointment are provided in the Notice calling for the Annual GeneralMeeting.

5. DISCLOSURES:

a. Transaction with related parties have been disclosed vide Notes on Accounts - 20, forming part of the AnnualReport.

b. There have been no instances of non-compliance by your Company on any matter related to the capital markets,nor have any penalty/stricture been imposed on your Company by the Stock Exchanges or SEBI or any otherstatutory authority or any matter related to capital markets.

c. Your Company has complied with all the mandatory requirements of Corporate Governance as required by theListing Agreements. The Company has formed a Nomination and Remuneration Committee and the Shareholder'sGrievance Committee has been renamed to Stakeholder's Relationship Committee w.e.f. 30th May, 2014

d. No personnel have been denied access to the Audit Committee of your Company to discuss any matter ofsubstance.

14


6. MEANS OF COMMUNICATION:

� Publication of Results The quarterly / annual results of the Company are published in theleading newspapers viz Financial Express in English andApla Mahanagar in Marathi.

� Designated Email Id for redressal In terms of Clause 47(f) of the Listing Agreement, investors may useof investor complaints the E-mail ID : [email protected] for redressal of complaints.

� Website of the Company www.gratex.in

7. GENERAL SHAREHOLDER'S INFORMATION:

� AGM: Date, Time and Venue Saturday the 13th September, 2014 at Kohinoor Banquet, GroundFloor, Opp. Siddhivinayak Mandir, Swatantrya Veer Savarkar Marg,Prabhadevi, Mumbai - 400 025 at 11.00 a.m.

� Date of Book Closure Tuesday, 9th September, 2014 to Saturday, 13th September, 2014(both days inclusive)

� Corporate Identity Number(CIN) L21093MH1984PLC032248allotted by Ministry of CorporateAffairs(MCA)

� Listing on Stock Exchange Yes - Bombay Stock Exchange (BSE), Mumbai

� Stock codes:Bombay Stock Exchange Limited 526751ISIN for Dematerialisation INE915E01013

� Registrar and Transfer Agents Adroit Corporate Services Pvt. Ltd.,19, Jaferbhoy Industrial Estate,Makwana Road, Marol Naka,Andheri (East), Mumbai. - 400 059

� Share Transfer System Registrar and Transfer Agents

� Outstanding GDRs /ADRs / NILWarrants or any convertibleinstruments conversion date andlikely impact on equity

� Address for correspondence. 109, Kakad Udyog Bhavan,L.J.Road, Mahim, Mumbai - 400 016.Tel No. : 40702120/21

Financial Calendar 2013- 2014 (tentative)

Financial reporting for the quarter ending June 30, 2014 Upto August 14, 2014

Financial reporting for the half year ending September 30, 2014 Upto November 14, 2014

Financial reporting for the quarter ending December 31, 2014 Upto February 14, 2015

Financial reporting for the quarter ending March 31, 2015 Upto May 15, 2015

Annual General Meeting for the year ending March 31, 2015 Upto September 30, 2015

15


8. THE DISTRIBUTION OF SHAREHOLDERS AS ON 31.03.2014 IS AS FOLLOWS:

Range of Holding No. of Shareholders % to Shareholders Total Shares Amount % to Capital

1-500 3573 92.47 562659 5626590 18.54

501-1000 145 3.75 123200 1232000 4.06

1001-2000 73 1.89 110499 1104990 3.64

2001-3000 14 0.36 35500 355000 1.17

3001-4000 18 0.47 64300 64300 2.12

4001-5000 10 0.26 48900 48900 1.61

5001-10000 14 0.36 108300 108300 3.57

Above 10000 17 0.44 1981442 1981442 65.29

Total 3864 100.00 3034800 30348000 100.00

9. SHAREHOLDING PATTERN AS ON 31ST MARCH, 2014:

Category Sub-category No. of securities held

Promoter's holding Indian Promoters 1681742

Foreign Promoters 0

Persons Acting in Concern 0

Sub Total 1681742

Institutional Investors Mutual Funds & UTI 0

Banks, FIs, Insurance Co's, Central /State Govt./

Non-Govt. Institutions 0

FII 0

Sub-Total 0

Others Private Corporate Bodies 75368

Indian Public 1169090

Any Other 108600

Sub Total 1353058

Grand Total 3034800

16


10. STOCK MARKET PRICE DATA AT BOMBAY STOCK EXCHANGE:

Month Open High Low Close No. of No. of Total Spread Shares Trades Turnover

H-L C-O

Aug-13 5.25 6.60 5.25 6.60 1701 7 9080 1.35 1.35

Sep-13 6.93 9.92 6.93 9.00 4701 23 42402 2.99 2.07

Oct-13 9.00 10.85 8.98 9.80 7164 32 69762 1.87 0.80

Nov-13 9.32 9.75 9.32 9.50 2750 7 26152 0.43 0.18

Dec-13 9.25 9.25 9.10 9.10 1800 4 16395 0.15 -0.15

Jan-14 9.10 9.55 9.10 9.10 3350 22 30568 0.45 0.00

Feb-14 9.10 10.02 9.10 10.00 403 6 3760 0.92 0.90

Mar-14 10.00 10.00 9.51 10.00 6098 19 60440 0.49 0.00

Apr-14 9.51 10.96 9.03 10.22 7416 47 74287 1.93 0.71

May-14 10.20 10.70 9.70 9.70 13000 58 130634 1.00 -0.50

Jun-14 9.70 9.70 9.70 9.70 7199 19 69830 0.00 0.00

Jul-14 10.00 10.50 10.00 10.00 2400 20 24200 0.50 0.00

13. CEO AND CFO CERTIFICATION

As per the requirement of Clause 49 of the Listing Agreement, a Certificate duly signed by Managing Director and theChief Financial Officer of the Company has been submitted to the Board.

By Order of the BoardPlace : Mumbai For Gratex Industries Limited

Date : 30.05.2014


17


MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report has been included in adherence to the spirit enunciated in the code ofCorporate Governance approved by the Securities and Exchange Board of India (SEBI) and in compliance with the provisionsof the Listing Agreement.

1. Industry Overview:

Gratex Industries Limited (GIL), being well known in the Industry as a pioneer, its product commands a strong brandimage. GIL has been in the forefront in launch of new designs, which make a life-style statement. Our focus is alsoon the Industrial Consumer and this will significantly expand the market base.

During the year, the Company has consolidated in the area of setting up the infrastructure for efficient Warehousingof Imported Stocks and Network Marketing on all India basis.

Significant progress is also made by the Company in installation of wallpapers byup-grading the Adhesives used andproviding technical back up support for post sales problems.

2. Perceived Business Risks :

Wallpaper industry is a largely unorganized industry with lack of proper infrastructure. The influx of cheap Chinese &Korean wallpapers is creating an impact on the lower end of the market which may be a long term concern as it maydamage the industry name due to poor quality standards.

3. Risk Management and Environment Policy:

Gratex Industries Ltd has established a Risk Management Framework under which all the risks covering the entirespectrum of operation are listed and categorized into high, medium and low risks. All the risks are discussed in theSenior Management Committee meetings periodically to ensure that the risk mitigation plans are well thought out andimplemented and adverse impact of risks is avoided or kept within manageable proportions.

Gratex Industries Ltd is totally committed to save the Environment, uphold Human Safety and Health. Gratex IndustriesLtd has declared policies on Environment, Health & Safety. The main excerpts of the above policies are hereunder.

� Compliance with all relevant legislative requirements.

� Stimulate rational use of resources through behavioral and technological improvements.

� Minimise waste and maximise recycling/ reuse.

� Creating Human Awareness in Environment, Safety and Health.

� Promoting comprehensive programs for continual improvement of Environmental performance.

4. Internal Control Systems :

GIL has an adequate system of internal control to ensure that all the assets pertaining to the Company are safeguardedand protected. The internal control system is designed to ensure quality and reliability of financial data and safeguardingof assets. The efficacy of internal checks and control systems are validated by self audits, verified during internalaudits and reviewed by the Audit Committee.

The scope of internal audit is oriented towards mitigating or eliminating risks in business processes. The AuditCommittee reviews the internal audit plan, significant audit findings and sustainability of measures for correctiveactions. The internal audit plan is also aimed at addressing concerns, if any of statutory auditors of the Company.

The Company has in place adequate internal control systems and procedures commensurate with the size and natureof business.

18


5. Corporate Social Responsibility :

GIL is committed to being a socially responsible corporate citizen. GIL's CSR policy aims to protect and nourish theinterest of all its stakeholders and contributes for an equitable and sustainable development. Ethics, Values andTransparency are the factors which lies in all its interaction within the community.

GIL has adopted a clearly defined Occupational Health and Safety Policy.

6. Human Resources Management:

In the dynamic and competitive environment where every company has access to available resources, the Companybelieves that upgrading and updating of skill levels of employees are highly important for achieving continuousimprovement and to stay ahead in the market. As a company it focuses in effective Human Resource Management.

The company continues to maintain cordial and healthy industrial relations and it takes pride in its record of congenialwork atmosphere.

7. Cautionary Statement:

The Management Discussion and Analysis Report contains forward looking statements based on the data availablewith the Company assumptions with regard to global economic conditions, the government policies etc. The Companycannot guarantee the accuracy of assumptions and perceived performance of the Company in future. Therefore, it iscautioned that the actual results may materially differ from those expressed or implied in the report.

INDEPENDENT AUDITORS' REPORT

To the Member of GRATEX INDUSTRIES LIMITED FOR THE YEAR ENDED 31ST MARCH, 2014Report on the Financial Statements

1. We have audited the accompanying financial statements of GRATEX INDUSTRIES LIMITED ("the Company"), whichcomprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss for the year then ended, and asummary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The Company's Management is responsible for the preparation of these financial statements that give a true and fairview of the financial position, financial performance and cash flows of the Company in accordance with the AccountingStandards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act") and in accordance with the accountingprinciples generally accepted in India. This responsibility includes the design, implementation and maintenance ofinternal control relevant to the preparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our auditin accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in thefinancial statements. The procedures selected depend on the auditor's judgement, including the assessment of therisks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,the auditor considers internal control relevant to the Company's preparation and fair presentation of the financialstatements in order to design audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimatesmade by the Management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion.

19


Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financialstatements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(b) In the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date; and

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor's Report) Order,2003 ("the Order") issued by the Central Government in termsof Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 ofthe Order.

8. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appearsfrom our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, dealt with by this Report are in agreement with the booksof account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, with the Accounting Standards referred toin Section 211(3C) of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on recordby the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed asa director in terms of Section 274(1)(g) of the Act.

For LAKHANI & LAKHANIChartered AccountantsFirm Registration No. 115728W

Suhas ShindePartnerMembership No. 117107

Date : - 30th May, 2014

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 1 of our report dated 30th May, 2014 on the accountsGRATEX INDUSTRIES LIMITED for the year ended 31st March, 2014)

1. a) The Company has maintained proper records to show full particulars including quantitative details and situationof the fixed assets.

b) We are informed that the Company has formulated a programme of physical verification of all the fixed assetsin a phased manner. We are also informed that a physical verification of the fixed assets has been carried outby management during the year and there is no material discrepancies observed between assets physicallyverified and book balances.

c) The Company has not disposed of any substantial part of its fixed assets so as to affect its going concernstatus.

2. a) The stock of finished goods of the company has been physically verified by its management during the year.

b) In our opinion and based on the information and explanation given to us, the procedures of physical verificationof stock followed by the management, are reasonable and adequate in relation to size of the company andnature of its business.

c) The company has maintained proper records of stocks and there were no discrepancies between the physicalinventories and book records.

20


3. a) The Company has taken interest free unsecured loans from parties listed in the Register maintained underSection 301 of the Companies Act, 1956. The balance at the beginning of the year, the maximum amount involvedduring the year and the year-end balance of such loans are detailed below:

Name Designation Balance as on Maximum amount Balance as on1st April, 2013 involved during the year 31st March,2014

K.P Bhardwaj Director 4,00,000 4,00,000 4,00,000

Promila Sharma Shareholder 12,00,000 12,00,000 4,00,000

The Company has not granted any loans, secured or unsecured, to the companies, firms or other parties in theregister maintained under Section 301 of the Companies Act, 1956.

b) In our opinion, the terms and conditions of above interest free loan taken by the company are not prima facie,prejudicial to the interest of the company.

c) There is no stipulation as to the repayment of the interest free loan taken by the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal controlsystems commensurate with the size of the Company and nature of its business, for the purchase and sale of finishedstock and fixed assets. During the course of our audit, no major weakness has been noticed in the internal controls.

5. a) In our opinion, the transactions that need to be entered in the Register maintained under Section 301of the Acthave been so entered

b) In our opinion, the aforesaid transactions have been made at prices which are reasonable having regard to theprevailing market prices.

6. The Company has not accepted any deposits from the public of the nature, which attracts the provisions of Section58A, 58AA or any other relevant provision of the Companies Act, 1956 and the rules made there under.

Therefore, the provision of clause (vi) of paragraph 4 of the Order is not applicable to the Company.

7. The Company has an internal audit system which commensurate with its size and nature of its business.

8. As per the information and explanations given to us, the maintenance of cost records has not been prescribed by theCentral Government under section 209 (1) (d) of the Companies act, 1956. Therefore, the provision of clause (viii) ofparagraph 4 of the Order is not applicable to the Company.

9. a) The Company has been regular in depositing undisputed statutory dues including Provident Fund, Income tax,Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues asapplicable with the appropriate authorities.

b) At the end of the financial year, there were no disputed dues of Income Tax, Sales Tax, Wealth Tax, Excise Duty,Customs Duty and Cess, which not have been deposited.

10. At the end of the financial year, the Company does not have accumulated losses exceeding fifty percent of its networth and have not incurred any cash loss during the financial year covered by our audit and immediately precedingfinancial year.

11. According to the information and explanations given to us, the Company has not defaulted in repayment of its dues toits financial institution or bank as at balance sheet date.

12. Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures andother securities.

21


13. The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of sub clause (a),(b), (c) and (d) of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. Based on our examination of the records and evaluation of the related internal controls, the Company has maintainedproper records of transactions and contracts in respect of its trading in shares, securities, debenture and otherinvestments, as applicable and timely entries have been made therein.

15. In our opinion and according to the information and explanations given to us, the Company has not granted anyCorporate Guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not availed any term loan during the year. Therefore, the provisions of clause (xvi) of paragraph 4of the Order are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of theCompany, we report that no funds raised on short-term basis have been used for long-term investments and viceversa.

18. The Company has not made preferential allotment of shares to parties covered in the Register maintained undersection 301 of the Companies Act, 1956.

19. As per the information and explanations given to us, and the records examined by us, the Company has not issued anydebentures during the year.

20. The Company has not raised any money through a public issue during the year. Therefore, the provision of clause (xx)of paragraph 4 of the Order is not applicable to the Company.

21. During the course of our examination of the books and records of the Company, carried out in accordance with thegenerally accepted auditing practices in India, and according to the information and explanation given to us, we haveneither come across any instances of material fraud on or by the Company, noticed or reported during the year norhave we been informed of such case by management.

For Lakhani & Lakhani.Chartered Accountants

Mr. Suhas S. ShindePartnerM.no-117107Firm Reg No.115728W

Date : 30/05/2014Place : Mumbai

22


BALANCE SHEET AS AT 31ST MARCH, 2014Particulars Note As at As at

No. 31st March, 2014 31st March, 2013` `

I. EQUITY AND LIABILITIESShareholders’ funds

Share capital 2 30,348,000 30,348,000Reserves and surplus 3 (1,813,298) (4,190,443)

28,534,702 26,157,557Non-current liabilities

Deffered tax liabilities 759,519 2,233,951Other Long term liabilities 4 106,406 106,406

865,925 2,340,357Current liabilities

Short-term borrowings 5 3,059,623 3,088,864Trade payables 6 - 2,395,728Other current liabilities 7 1,259,527 36,900,059Short-term provisions 8 2,521,024 3,881,130

6,840,174 46,265,781

TOTAL 36,240,801 74,763,695

II. ASSETSNon-current assets

Fixed assets(i) Tangible assets 9 11,452,578 12,244,223(ii) Capital work-in-progress - -Long-term loans and advances 10 5,871,148 9,412,175Other non-current assets 11 - -

17,323,726 21,656,398Current assets

Inventories 12 - 49,147,971Cash and cash equivalents 13 102,936 25,032Short-term loans and advances 14 - 56,000Other current assets 15 18,814,138 3,878,294

18,917,074 53,107,297

TOTAL 36,240,801 74,763,695

Significant Accounting Policies 1Notes on Financial Statements 2 to 26

As per attached report of even dateFOR LAKHANI & LAKHANI FOR AND ON BEHALF OF THE BOARDCHARTERED ACCOUNTANTS

SUHAS SHINDE BALDEVKRISHAN SHARMA KARAN SHARMAPARTNER CHAIRMAN MANAGING DIRECTORMembership No. : 117107

Mumbai: May 30, 2014

23


PROFIT AND LOSS STATEMENTFOR THE YEAR ENDED 31ST MARCH, 2014

Particulars Note No. Year Ended Year Ended31st March, 2014 31st March, 2013

` `

I. INCOMES

Revenue From Operations 72,755,560 49,636,639

TOTAL 72,755,560 49,636,639

II. EXPENSES

Purchases of Material 2,939,914 57,246,676

(Increase) / Decrease in Inventory 16 49,147,971 (24,745,425)

Employee benefits expense 17 6,922,691 5,770,684

Finance costs 18 278,821 297,133

Depreciation and amortization expense 9 941,708 1,059,806

Other expenses 19 7,623,442 3,624,858

TOTAL 67,854,547 43,253,732

Profit before Extraordinary and Exceptional items and tax 4,901,013 6,382,907

Extraordinary / Exceptional Items 3,594,627 4,004,336

Profit before tax 1,306,386 2,378,571

Prior Period Expense - 1,607,616

Tax expense:

Current tax 403,673 827,777

Deferred tax -1,474,432 867,734

Profit / (Loss) for the period 2,377,145 -924,557

Earning per equity share of Face Value of ` 10 /- each:

Basic and Diluted 0.78 (0.30)

Weighted average number of shares outstanding 3,034,800 3,034,800

Significant Accounting Policies 1

Notes on Financial Statements 2 to 26




24


CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2014Particulars Amount

I. Cash flow from operating activities:Net Profit / (Loss) before tax as per Profit and Loss Account 1,306,386.45

Add/(Deduct):Depreciation and Amortisation 941,708.00

Loss on Sale of Fixed Assets 428,100.55

Interest and Finance Charges 278,821.00

Changes in Working CapitalIncrease in Duties & Taxes 1,171,360.00

Increase in Provisons 19,363.00

Decrease in Creditors (808,441.00)

Decrease in Outstanding Exp (1,763,779.00)

Increase in Deposits (53,600.00)

Decrease in Loan and advances 3,625,060.00

Increase in Sundry Debtors (52,914,492.00)

Decrease in Prepaid Expenses 18,051.00

TDS deducted during the period (432,376.00)

(Increase)/ Decrease in Inventory 49,147,971.00

Increase in Bank Overdraft 10,759.00

Net Cash Flow in the course of Operating activities 974,892.00

II. Cash flow from Investing activities:Inflow/ (Outflow) on account of:Sale of Fixed Assets 15,000.00

Purchase of Fixed Asset (593,164.00)

Net Cash flow in the course of Investing activities (578,164.00)III. Cash flow from Financing activities:Inflow/ (Outflow) on account of:

Increase/ (Decrease) in Unsecured Loans (40,000.00)

Interest and Finance Charges (278,821.00)

Net Cash flow in the course of Financing activities (318,821.00)

Net Increase/(Decrease) in Cash and Cash Equivalents (I+II+III) 77,907.00Add: Balance at the beginning of the year 25,030.00

Cash and Cash Equivalents at the close of the year 102,937.00




25


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2014

Note - 1

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

1 Corporate Information

Gratex Industries Limited is a listed public limited Company domiciled in India, incorporated under the Companies Act,1956. The Company is a trader, reseller and a wholeseller of wall papers and related products.

2 Significant Accounting Policies

I. Basis Of Preparation Of Financial Statements

The financial statements have been prepared and presented under the historical cost convention using theaccrual basis of accounting in accordance with the accounting principles generally accepted in India and are inaccordance with the applicable Accounting Standards, Guidance Notes and the relevant provisions of theCompanies Act, 1956.

II. Use Of Estimates

The preparation of financial statements in conformity with the generally accepted accounting principles requiresthe management to make estimates and assumptions that affect the reported amounts of assets and liabilitiesand the disclosure of contingent liabilities on the date of financial statements and the reported amounts ofrevenues and expenses during the reporting period. Differences between actual results and estimates arerecognized in the period in which the results are known / materialized

III. Revenue Recognition

Revenue is recognised to the extend that it is probable that the economic benefits will accrue to the Companyand the revenue can be reliably measured.

A Income from Operating / Tading Activities:

Revenue from sale of trading materials is recognized on transfer of significant risks and rewards ofownership to the buyer. Revenue recognition is postponed to the extent of significant uncertainty.

B Interest:

Revenue is recognised on a time proportion basis taking into account the amount outstanding and the rateapplicable.

C Others:

Other Revenues / Incomes and Costs / Expenditure are generally accounted on accrual, as they areearned or incurred.

IV. Tangible Assets and Depreciation / Amortisation

A. Tangible Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation /amortisation and accumulated impairment losses, if any.

B. Depreciation is provided on the Written down value Method at the rates and in the manner specified inSchedule XIV to the Companies Act, 1956. Depreciation on additions to assets or on sale/disposal ofassets is calculated pro-rata from the date of such addition, or upto the date of such sale/disposal, as thecase may be.

C. Leasehold Land, being held under a very long lease and in the nature of a perpetual asset has not beenamortised.

D The Company has not been maintaining proper records to show full particulars including quantitativedetails and situation of the fixed assets and has also not maintained Fixed Assets Register Item Wise.

26


V. Inventories

Inventories are stated at Cost or Net Realizable Value, whichever is lower.

Cost of Inventory includes Invoice rate as increased by related government duties and charges and otherrelated direct costs.

Method of valuation is first in first out (FIFO) basis

VI. Employee Benefits

Employee benefits in the nature of short term employee benifits as well as post term employee benefits arerecognised as an expence in the statement of Profit & Loss for the year in which thery are incurred.

VII. Borrowing Costs

Interests and other borrowing costs attributable to qualifying assets are allocated as part of the cost ofdevelopment of such assets. Such allocation is suspended during extended periods in which active developmentis interrupted. Other borrowing costs are charged to the Profit and Loss Statement.

VIII. Foreign Currency Transactions

A. All transaction in foreign currency are recorded in the reporting currency, at the rates of exchangeprevailing on the dates the relevant transactions take place.

B. Monetary Assets and Liabilities in foreign currency, outstanding at the close of the year are converted inIndian Currency at the appropriate rates of exchange prevailing on the date of Balance Sheet. Resultantgain or loss is accounted during the year.

IX. Segment Reporting

The company is engaged in the business of Trading of Wall Papers and Related Products, which as perAccounting Standards AS-17-‘Segment Reporting’ is considered to be the only reportable business segment.The Company is also operating within the same geographical segment. Hence, disclosures under AS-17 are notapplicable.

X. Taxations

Income tax expense comprises Current Tax and Deferred Tax charge or credit. Provision for current tax is madeon the basis of the assessable income at the tax rate applicable to the relevant assessment year. The deferredtax asset and deferred tax liability is calculated by applying tax rate and laws that have been enacted orsubstantively enacted by the Balance Sheet date. Deferred tax assets arising mainly on account of broughtforward losses and unabsorbed depreciation under tax laws, are recognized, only if there is a virtual certaintyof its realization, supported by convincing evidence. Deferred tax assets on account of other timing differencesare recognized only to the extent there is a reasonable certainty of its realization. At each Balance Sheet date,the carrying amounts of deferred tax assets are reviewed to reassure realization.

XI. Impairment of Assets

The carrying amount of assets is reviewed at each Balance Sheet date. If there is any indication of impairmentbased on internal/external factors, i.e. when the carrying amount of the assets exceeds the recoverableamount, an impairment loss is charged to the Profit and Loss Account in the year in which an asset is identifiedas impaired. An impairment loss recognised in prior accounting periods is reversed or reduced if there has beena favourable change in the estimate of the recoverable amount.

XII. Provisions, Contingent Liability and Contingent Assets

Provisions involving a substantial degree of estimation in measurement are recognised when there is presentobligation as a result of past events and its probable there will be an outflow of resources. Contingent liabilitiesare not recognised but are disclosed in the financial statement. Contingent assets are neither recognised notdisclosed in the financial statements.

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NOTE - 2

As at As atSHARE CAPITAL 31st March, 2014 31st March, 2013

AUTHORISED

40,00,000 (P.Y. 40,00,000) Equity Shares of ` 10/- each 40,000,000 40,000,000

40,000,000 40,000,000

ISSUED, SUBSCRIBED AND PAID UP

30,34,800 (P.Y. 30,34,800) Equity Shares of ` 10/- each fully paid up 30,348,000 30,348,000

TOTAL 30,348,000 30,348,000

1.1 Reconciliation of the number of shares outstanding at the beginning and at the end of reporting period:

No. of equity shares

As at As at31st March, 2014 31st March, 2013

Number of Shares at the Beginning 3,034,800 3,034,800

Add/(Less) :

Issue during the period - -

Buyback during the period - -

Redemption / Conversion during the period - -

At the end of the reporting period (Nos) 3,034,800 3,034,800

1.2 Equity shareholders holding more than five percent shares in the company:

Equity Shares

As at 31 March 2014 As at 31 March 2013

No. of % of Holding No. of % of HoldingShares held Shares held

Name of Shareholder

Baldevkrishan Sharma 1,220,042 40.20% 1,191,383 39.26%

Promila Sharma 290,100 9.56% 290,100 9.56%

Others 1,524,658 50.24% 1,553,317 51.18%

3,034,800 100% 3,034,800 100%

1.3 Terms / Right attached to Ordinary Equity Shares:

The company has a single class of equity shares having a par value of ` 10/- per share. Each holder of equity share isentitled to one vote per share. The company declares and pays dividend in Indian rupees. The dividend proposed by theBoard of Directors is subject to the approval of shareholders in the ensuing annual general meeting.

n the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of thecompany in proportion to the number of equity shares held by each shareholder, after the settlement of all preferentialobligations.

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Note - 3


RESERVES AND SURPLUS

Capital Reserves

Opening Balance / Closing Balance 1,046,026 1,046,026

General resrerve

Opening Balance / Closing Balance 806,783 806,783

Profit & Loss Account

Opening Balance (6,043,252) (5,118,695)

Add/(Less) : Current Year Transaction 2,377,145 (924,557)

(3,666,107) (6,043,252)

Grand Total (1,813,298) (4,190,443)

Note - 4 As at As at31st March 2014 31st March 2013

OTHER LONG TERM LIABILITIES

Trade Payables 106,406 106,406

Total 106,406 106,406


SHORT TERM BORROWINGS

Repayable on Demand

Secured

- from banks (secured against Bookdebts) 1,459,623 1,448,864

Unsecured

- from directors / related parties 1,600,000 1,640,000

Total 3,059,623 3,088,864


TRADE PAYABLES

Trade payables

Micro, small & Medium enterprises* - -

Others 2,395,728

Total - 2,395,728

Foot Note:* In the absence of necessary information with the company relating to registration status of suppliers under theMicro, Small and Medium Enterprises Development Act, 2006, the information required under the said Act, couldnot be compiled and disclosed.

29



OTHER CURRENT LIABILITIES

Advance from customers 36,788,901

Other payables :

- statutory dues 1,228,027 96,158

- others 31,500 15,000

Total 1,259,527 36,900,059


SHORT TERM PROVISIONS

Provision for Expenses 609,265 2,373,044

Provision for Income Tax 1,911,759 1,508,086

Total 2,521,024 3,881,130

NOTE - 9

FIXED ASSETS as at 31 March, 2014

Foot Note:

* Leasehold Land, being in the nature of a perpetual asset is not amortised.

* Figures disclosed under Deductions/Adjustments includes rectifcation adjustments / restatements pertaining to earlieryears.

* The Company has not been maintaining proper records to show full particulars including quantitative details and situationof the fixed assets and has also not maintained Fixed Assets Register Item Wise .

IMPAIRMENT

Balance as at 1 April 2013

Additions/ (Disposals)

Deduction / Adjustments*

Balance as at 31 March 2014

Balance as at 1 April 2013

Provied during the year

Deduction / Adjustments *


Provided during the

year



Tangible Assets

Leasehold Land @ 240,000 - - 240,000 - - - - - 240,000 240,000

Buildings 10,413,179 548,472 - 10,961,651 2,369,604 415,666 2,785,270 - 8,176,381 8,043,575

Plant and Equipment 7,426,407 443,101 6,983,306 5,303,906 235,462 5,539,368 - 1,443,938 2,122,501

Furniture and Fixtures 1,622,781 31,692 - 1,654,473 1,066,825 103,200 1,170,025 - 484,448 555,956

Office equipment 1,737,119 - 1,737,119 475,791 175,787 651,578 - 1,085,541 1,261,328

Computers 943,461 13,000 - 956,461 922,598 11,593 934,191 - 22,270 20,863

Total 22,382,947 593,164 443,101 22,533,010 10,138,724 941,708 - 11,080,432 - 11,452,578 12,244,223

Capital Work in Progress - -

Previous year figures

Fixed Assets

GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK

30


NOTE -10


Long Term Loans and Advances

Security Deposits

Unsecured, considered good 155,658 102,058

Other loans and advances

Unsecured, considered good* 9,310,117

Total 155,658 9,412,175

Foot Note:

* The above comprises of balances recoverable from parties, against whom crimnal proceedings have been filed and whichare considered as recoverable:


Name of the party

Elar Fashions Limited 3,215,490 6,810,117

Andhra Pradesh Power Tools Limited 2,500,000 2,500,000

Total 5,715,490 9,310,117

NOTE -11As at As at

31st March, 2014 31st March, 2013

OTHER NON CURRENT ASSETS

Unsecured, considered good* - 616,436

Total - 616,436

NOTE -12As at As at

31st March, 2014 31st March, 2013

INVENTORIES

Stock in hand - 49,147,971

Total - 49,147,971

NOTE -13 As at As at31st March, 2014 31st March, 2013

CASH AND CASH EQUIVALENTS

Cash on hand 102,936 25,032

Balances with Bank in Current Accounts - -

Total 102,936 25,032

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SHORT TERM LOANS AND ADVANCES

Advances recoverable in cash or kind or for value to be received:

Unsecured, considered good 56,000

- 56,000


OTHER CURRENT ASSETS

Other Advances 913,584 3,878,294

Advance to creditors 462,713

Advance Tax 1,312,250

Sundry Debtors 16,125,591

18,814,138 3,878,294

NOTE - 16 Year Ended Year Ended31st March 2014 31st March 2013

(INCREASE) / DECREASE IN INVENTORY

Opening Stock of Inventory 49,147,971 24,402,546

Less : Closing stock of Inventory - 49,147,971

Total 49,147,971 (24,745,425)

Foot note :

Particulars Year Ended Year Ended31st March 2014 31st March 2013

Material sold during the year:

- Wall papers & Related Products 68,903,920 45,974,849

Total 68,903,920 45,974,849

Inventory as at 31st March:

- Wall papers & Related Products - 49,147,971

Total - 49,147,971

NOTE -17 Year Ended Year Ended

31st March 2014 31st March 2013

EMPLOYEE COST

Salaries, wages, bonus, & others 6,370,745 5,465,989

Employer's contribution to PF, ESIC etc. 164,918 136,250

Gratuity - 56,970

Staff welfare expense 387,028 111,475

Total 6,922,691 5,770,684

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NOTE - 18 Year Ended Year Ended31st March 2014 31st March 2013

FINANCE COST

Interest on borrowings 278,821 297,133

Total 278,821 297,133

NOTE 19 Year Ended Year Ended 31st March 2014 31st March 2013

OTHER EXPENSES

Repairs and maintenance 1,782,722 408,504

Rent rates & taxes 209,032 114,538

Printing & stationary 132,866 122,155

Foreign exchange gain/ loss - -

Auditor's remuneration

- as an auditor 112,360 124,719

- other certification fees - -

Director's Sitting fees 101,500 152,500

Electricity chrges 1,852,118 537,360

Professional charges 464,285 346,261

Delivery van expenses 835,248 -

Professional tax (Company) 2,500 2,500

Security charges 273,803 300,821

Advertising and sales promotion 216,169 126,700

Conveyance 189,408 143,119

Insurance 143,283 134,454

Telephone charges 118,992 103,847

Other expenses 1,189,156 1,007,380

Total 7,623,442 3,624,858

20. RELATED PARTY DISCLOSURES

A. Nature of Relationship :

1. Company's under same management, where control exists:

Marshalls Enterprises India Private Limited (MEIPL)

2. (a) Key Management Personnel (KMP)Mr. Baldevkrishan SharmaMr. Karan Sharma

(b) Relatives of KMP and their enterprises, where transactions have taken place Mrs. Promila Sharma

Note: Related party relationships are as identified by the company and relied upon by the Auditors.

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B. Transaction with Related Parties

SN Nature of Transaction MEIPL KMP Relatives of KMP

1 Loans and Advances Received / Recovered - - -

(-) (-) (-)

2 Loans and Advances Given / Repaid / Adjusted - - -

(-) (-) (-)

3 Interest Paid - - 1,20,000

(-) (-) (1,20,000)

4 Reimbursement of Expenses 18,20,595 - -

(5,97,721) (-) (-)

5 Sale of Goods /Material 6,82,60,543 - -

(4,55,51,946) (-) (-)

6 Rent Paid - - -

(-) (-) (-)

7 Director Remuneration, Perks and Sitting fees paid

Baldevkrishan Sharma - 6,60,000 -

(-) (6,60,000) (-)

Karan Sharma (-) 6,60,000 -

(-) (6,60,000) (-)

Mrs. Promila Sharma - - 20,000

(-) (-) (25,000)

8 Balance Outstanding

- Payable - 1,10,000 12,10,000

(3,67,88,900) (1,10,000) (12,14,000)

- Receivable 1,61,15,635 - -

(-) (-) (-)

Foot note: Previous year figures are given in brackets.

21. DISCLOSURE OF DERIVATIVES

a. No Derivative Instruments were Outstanding at close of the year.

b. Uncovered risks in foreign currency transactions disclosed as at March,2013:

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22 . Loans and advance in the loans disclosed under note - 10 includes :

Loans to Others :

Sn Name of the Loanee As at Maxmium balance As at Maximum balance31-3-2014 2013-14 31.03.2013 2012-13

1 Andhra Pradesh power tools limited 25,00,000 25,00,000 25,00,000 57,20,514

2 Elar Fashions Limited 32,15,490 68,10,117 68,10,117 68,10,117

Foot Note:

a. None of the directors of the above entity's are directors in the company.

b. Interest has not been provided, on account of litigation and on conservative basis, on the above loans.

c. The company has written off accrued interest amounting to Rs. 35,94,627 in case of Andhra Pradesh power tools limited.

23. Debtors, creditors and loans and advance are subjects to confirmation, reconciliations and adjustment and areconsidered payable / realizable, as the case may be.

24. In the opinion of Board of directors of the company, all items of current and noncurrent Assets, current and non currentLiabilities and loans and advance continue to have a realizable value of least the amount at which they are stated inthe balance sheets.

25. CONTINGENT LIABILITY (not provided for)

In the opinion of the company does not have any liabilities, which have not been provided for .

26. EARNING PER SHARE

PARTICULARS 2013-14 2012-13

Net profit as per profit and loss account available for equity shareholders Rs. 23,77,145 (9,24,557)

Number of share At 31 March, Nos. 30,34,800 30,34,800

Weighted average number of equity shares outstanding during the year Nos. 30,34,800 30,34,800

Earnings per Shares of. 10/- (Basic and Diluted) Rs. 0 .78 (0.32)

As Per Our Report Annexed

FOR LAKHANI & LAKHANI FOR AND ON BEHALF OF THE BOARD

CHARTERED ACCOUNTANTS

FRN-115728W

SUHAS SHINDE BALDEVKRISHAN SHARMA KARAN SHARMA

PARTNER CHAIRMAN MANAGING DIRECTOR

Membership No. : 117107

Place: Mumbai

Date: 30/05/2014

35


CIN : L21093MH1984PLC032248Regd office: 109, Kakad Udyog Bhavan, off. L J Road, Mahim, Mumbai - 400016.

Tel : 022 - 40702120/21. Fax : 022 - 40702161 Website : www.gratex.in E-mail id : [email protected]

PROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)

Name of the Member(s) : _______________________________________________________________________________________________

Registered address : ___________________________________________________________________________________________________

E-mail Id : ____________________________________________________________________________________________________________

Folio No./Client ID No. : ______________________________________ DP ID No._________________________________________________

I/We being the member(s) of Gratex Industries Limited, holding _______________________share hereby appoint :

1. Name : ________________________________________________ E-mail id : __________________________________________________

Address : ____________________________________________________________________________________________________________

______________________________________________________________Signature : _________________________________ or failing him;

2. Name : _____________________________________________________ E-mail id : _____________________________________________

Address : _____________________________________________________________________________________________________________

______________________________________________________________Signature : _________________________________ or failing him;

3. Name : _____________________________________________________ E-mail id : ______________________________________________

Address : ____________________________________________________________________________________________________________

______________________________________________________________Signature : __________________________________ ___________

As my/our Proxy to attend and vote (on a poll) for me/us and on my /our behalf at the 30TH ANNUAL GENERAL MEETING to be held at KohinoorBanquet, Ground Floor, Opp. Siddhivinayak Mandir, Swatantrya Veer Savarkar Marg, Prabhadevi, Mumbai - 400 025 on Saturday the 13thSeptember, 2014 at 11.00 a.m. and at any adjournment thereof in respect of such resolutions as are indicated below :

Ordinary Business :

1. Adoption of Statement of Profit & Loss, Balance Sheet, Reports of Board of Directors and Auditors for the year ended 31.03.2014

2. Reappointment of Mrs. Promila Sharma who retires by rotation

3. Reappointment of Mr. Pratap Menon who retires by rotation

4. Appoint Auditors and fix their remuneration

Special Business :

5. Appointment of B. P. Mangal as Independent Director

6. Appointment of Gurvinder Singh Saggu as Independent Director

7. Appointment of Karan Sharma as Managing Director

Signed this _________________ day of _____________2014

Signature of the shareholder ___________________________

Signature of proxyholder(s) ____________________________

Note : 1. This Form in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than48 hours before the commencement of the meeting.

2. A proxy need not be a member of the Company.

3. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 30th Annual General Meeting.

GRATEX INDUSTRIES LIMITED

Affix Re.1/-Revenue

Stamp

36


GRATEX INDUSTRIES LIMITEDCIN : L21093MH1984PLC032248

Regd office: 109, Kakad Udyog Bhavan, off. L J Road, Mahim, Mumbai - 400016.

Tel : 022 - 40702120/21. Fax : 022 - 40702161 Website : www.gratex.in E-mail id : [email protected]

ATTENDANCE SLIP

I/We hereby record my/our presence at the 30TH ANNUAL GENERAL MEETING of the Company at Kohinoor

Banquet, Ground Floor, Opp. Siddhivinayak Mandir, Swatantrya Veer Savarkar Marg, Prabhadevi, Mumbai - 400

025 on Saturday the 13th September, 2014 at 11.00 a.m. and at any adjournment thereof.

Folio No. DP ID No. Client ID No.

Name of the Member(s) : Signature :

Name of the Proxyholder : Signature :

Notes : 1. Only Member/Proxyholder can attend the Meeting

2. Please complete the Folio No./DP ID No., Client ID No. and Name of the Member/Proxyholder, sign this Attendance

Slip and hand it over, duly signed, at the entrance of the Meeting Hall.

3. A Member/Proxyholder attending the meeting should bring copy of the Annual Report for reference at the meeting

CMTEX INDUSTRIES LIMITED - bseindia.com Saturday the 13th September, 2014 at 11.00 a.m. at Kohinoor...

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