Gravity (India) Ltd Directors Report.
Your Directors have pleasure in presenting Annual Report on the business and operations of the Company and the
accounts for the financial year ended on 31st March, 2019.
1. Financial Results:-
|Less: Total Expenditure||1302.54||2144.39|
|Profit/loss before exceptional items, Extraordinary item and tax||171.91||3.37|
|Profit / (loss) before tax||171.91||3.37|
|Less : Provision for tax/deferred tax||69.91||71.9|
|Net Profit after tax||102.00||(68.53)|
The Authorized Share Capital of the Company is divided into 1,50,00,000 Equity Shares of Rs.10 /-each, aggregating to Rs.15 crores. The Issued, Subscribed and Paidup Capital is Rs.9,00,19,500 (Nine Crores Nineteen thousand five
sthundred only) divided into 9,001,950 Equity shares of Rs. 10/- each as on 31st March,2019. There is no changes in share capital during the financial year.
The Company has transferred Rs. 2,10,83,615 to Reserve & Surplus in financial year 2018 - 2019. During the year, the company has not transferred any amount to General Reserve.
With the view to conserve resources, the Board has not recommended any dividend for the year under review.
During the year under review, the Sales turnover of the company decreased from Rs.21,39,05,437 in the previous year to Rs. 11,97,83,237. The net Profit of the Company for the year is Rs.1,02,00,055 as against a net loss of Rs. 68,53,131 in previous year.
6. Material changes occurred between the end of the Financial Year to which the financial statements relate and the date of the Report .
These are no Material Changes which occurred between end of Financial Year 2018-19 till the date of the Report .
7. Change Of The Registered Office
The Board of Directors at their meeting held on 14th November, 2018 approved the change of Registered Office of the Company to Gala No 106/07 Hallmark Vasant Oscar, Mulund (West) Mumbai MH 400080.The Company continues to be registered under the ROC, Maharashtra, Mumbai.
8. Board of Directors and Composition:-
The Board of Directors comprise of eminent, experienced and reputed Individuals of the Industry. During the year, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.
There was no changes in the composition of the Board of Directors of the Company, during financial year 2018 2019.
However , Board of director appointed Mr. Samir Ruparelia (DIN: 08551666) on 13th August, 2019 as an Independent Director. His appointment is required to be ratified at ensuring AGM. Board of Directors recommends the same.
The current compositions of the Board of Directors of the Company are as follows:
|Name of the Director||DIN||Designation|
|MRS. DAKSHABEN RASIKLAL THAKKAR||00576846||NON-EXECUTIVE DIRECTOR|
|MRS. PRABHAVATI VENUGOPAL SHETTY||01883922||INDEPENDENT DIRECTOR|
|MR. VIPUL NAROTTAM PRAJAPATI||02122209||INDEPENDENT DIRECTOR|
|MR. VARUN RASIKLAL THAKKAR||00894145||MANAGING DIRECTOR|
|MR. SAMIR RUPARELIA||08551666||ADDITIONAL INDEPENDENT DIRECTOR|
Details of the Key Managerial Personnel of the Company
|JAY RASIKLAL THAKKAR||CFO|
*However, after the closure of Financial Year, CS Kavita Javheri Company Secretary and Compliance Officer of the
Company has resigned from the Company with effect from 13th August, 2019.
Mrs. Dakshaben Rasiklal Thakkar, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends re-appointment of Mrs. Prabhavati Shetty and Mr. Vipul Prajapati as Independent Directors for the second term.
The Board has met 5 (Five)times during the Financial Year 2018-19 on 30th May 2018, 09th August 2018, 14th November,
2018, 13th December, 2018 and 07th February, 2019. Details of attendance and other details of Board Meeting are specified in Corporate Governance Report.
9. Composition of Mandatory Committee:
Pursuant to the provisions stipulated in 18, 19 and 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) the Company has mandatorily formed the below mentioned Committees which shall be duly constituted. The Committee Meeting details are mentioned in Corporate Governance Reports.
|Name of Committee||Current Constitution of the Committee|
|Audit Committee||Mrs. Prabhavati Shetty and Mr. Samir Ruparelia|
|Mrs. Dakshaben Thakkar|
|Mr. Vipul Prajapati|
|Nomination and Remuneration Committee||Mrs. Prabhavati Shetty|
|Mrs. Dakshaben Thakkar|
|Mr. Vipul Prajapati|
|Stakeholders Grievances Committee||Mrs. Dakshaben Thakkar|
|Mrs. Prabhavati Shetty|
|Mr. Vipul Prajapati|
|Independent Directors||Mrs. Prabhavati Shetty|
|Mr. Vipul Prajapati|
|Mr. Samir Ruparelia|
The Company Secretary of the Company is Secretary to each of these Committees.
The details of NRC Policy are include in Corporate Governance report.
9A . Independent Directors The Company has 3 Independent Directors as on date. Company has received declaration of independence under Section 149 (7) of Companies Act , 2013 from all Independent Directors. The Independent Directors met once during the Financial Year.
10. Public Deposits:-
The Company has not accepted any deposits within the meaning of Section 73 & 74 and hence no disclosure is required in this respect of the Companies Act ,2013 and the Companies (Acceptance of Deposits) Rules,2014.
11. Listing of Companys Shares:-
Your Companys Equity Shares continue to be listed on the Bombay Stock Exchange, Mumbai in the Indo Next(S) Group. The annual listing fee for the year 2018-19 has been paid to The Stock Exchange, Mumbai.
12. Directors Responsibility Statement:-
In terms of Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state&confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same;
(b) the directors had 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 and loss of the company for that period;
(c) the 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;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) The directors, have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
13. Board Evaluation:-
The Board of Directors have carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.
The performance of the Board and Committees was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.
The Board and the nomination and remuneration committee reviewed the performance of the individual Directors On the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive Directors and non-executive Directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director beinge-valuated.
LLB & Co, (Firm Registration No 117758W) Chartered Accountant, were in the 30th Annual General Meeting (AGM) appointed as the Statutory Auditors of the Company for a period of Five years i.e. till the conclusion of the AGM to be held in the year 2022, on such remuneration fixed by Board of Directors from time to time.
15. Accounting Standards and Accounting Policies:
The financial statements of the Company are prepared in accordance with the accounting standards issued by the Institute of Chartered Accountants of India, which forms part of the Annual Report. Indian Accounting Standards (Ind AS): The financial statements (Separate financial statements) have been prepared on accrual basis in accordance with Indian Accounting Standards (IndAS) notified under the Companies (Indian Accounting Standards) Rules, 2015 and the provisions of the Companies Act,2013.
For all periods upto and including the Year ended 31st March, 2019, the Company prepared its Financial Statements in accordance with Accounting Standards notified under section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (previous GAAP). These Financial Statements for the Year
ended 31st March, 2019 are the first the Company has prepared in accordance with IndAS. For the purposes of transition to IndAS, the Company has followed the guidance prescribed in Ind - AS101 First Time adoption of
Indian Accounting Standard, with 1st April, 2016 as the transition date and Indian GAAP as the previous GAAP.
The transition to IndAS has resulted in changes in the presentation of the Financial Statements, disclosures in the notes thereto and accounting policies and principles. The Financial Statements have been prepared on a historical cost basis, except for certain financial assets and liabilities which have been measured at fair value (refer accounting policy regarding financial instruments).The Financial Statements are presented in Indian Rupees (INR) and all amounts are rounded to the nearest Lakhs, except as stated otherwise.
16. Auditors Report:-
The Observation, comments & remarks referred to in the Auditors report are self-explanatory and do not require any further comments.
17. Secretarial Auditors:-
Pursuant to Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ,the Company has appointed M/s Ainesh Jethwa & Associates, Practicing Company Secretary, to undertake the Secretarial Audit for the year financial Year 2018 -2019. The Secretarial Audit Report is annexed as Annexure-1. to this report.
18. Reply to Comments on the Report of the Secretarial Auditors.
The Board of Director have taken note of Comments in secretarial Audit Report and have undertaken steps for ensuring due compliances of provisions as stated therein.
19. Corporate Governance:-
A separate section on Corporate Governance pursuant to Regulation 34 and Schedule V of the SEBI (Listing and Disclosure Requirements) Regulations, 2015 is included in the Annual Report as Annexure-2 and forms a part of this report
20. Internal Financial Control Systems and their adequacy
The management continuously reviews the internal control systems and procedures for the efficient conduct of the Companys business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. The Internal Auditor of the Company conducts the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.
Internal Control Systems are implemented to safeguard the Companys assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards
21. Management Discussion and Analysis Report:-
In accordance with the Listing Regulations, the Management Discussion and Analysis Report is attached as Annexure 3 and forms part of this report.
22. Related Party Disclosures:-
All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. The details of the transactions are elaborated in Form AOC-2 which is an annexed to this report Annexure-4. The Company has RPT Policy as per Company Act 2013 & LODR Regulations,
the same has been reviewed by Board of Directors in its meeting held on 13th August, 2019.
23. Conservation of energy, technology absorption and foreign exchange earnings:-
Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014forming part of Directors Report for the year ending March 31, 2019 is as follows:
1. Conservation of energy:
Your company consumes minimum energy and strives to reduce energy consumption .Your company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines. The manufacturing team works under the guidance of expert engineers of the Company continuously strives and devises various means to conserve energy and identify methods for the optimum use of energy.
2. Technological absorption:
Your Company has advanced machines like sulzer and hence no updations were undertaken during the year under review.
3. Foreign Exchange Earnings and Outgo:
As your Company has no offices abroad nor does it have any business activities outside India, there were no foreign exchange earnings or outflow, during the year under review.
24. Code of Conduct:-
The Board of Directors had approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company.
The Code lays down the standard procedure of business conduct which is expected to be followed by the Members of the Board and the Senior Managerial Personnel in their business dealings, at workplace, in dealing with various stakeholders etc.
All the Board Members and Senior Managerial Personnel periodically affirm and confirm compliance to the Code of Conduct.
Further the Certificate of Compliance with the Code of Conduct is appended to the Corporate Governance Report.
25. Risk Management Policy:
During the year, the Management of the Company had evaluated the existing Risk Management Policy of the Company. The Risk Management policy has been reviewed and found adequate and sufficient to the requirement of the Company. The Management has evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.
26. Vigil Mechanism for Directors and Employees:-
Vigil mechanism is established for Directors and Employees to report their grievance and concerns. The details of the same are mentioned in the Corporate Governance Report.
27. Particulars of Loans, Guarantees or Investments u/s 186:-
The company has given loans or guarantees covered under the provisions of and within limits of section 186 of the Companies Act, 2013.
The Investments made by the Company is given in the Financial Statements attached to this Report.
28. Prevention of Insider Trading:-
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading window is closed. The Board is responsible for implementation of the Code.
All the Directors and Designated employees have confirmed compliance with the Code of Conduct.
29. Disclosure under the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act 2013:-
The Company has believed in providing a safe and harassment free environment at work place for each and every employee of the Company. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. Proper care is being taken by the Company in order to provide a safe and harassment free work place. No Complaints have been received during the financial year under review.
30. Corporate Governance Report from Statutory Auditors:-
Certificate from the Statutory Auditor, LLB & Co confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing and Disclosure Requirements) Regulations, 2015, is annexed to this Report forming part of the Annual Report as as part of Annexure 2 Corporate Governance Report.
31. Particulars of Employees:-
No Employee of the Company draws a salary exceeding Rupees One Crore and Two Lakh per annum or Rupees Eight Lakhs and Fifty thousand per month during the financial year. The details of employees remuneration required under Rule 12 is attached.
32. Employee Relations
Relations with the employees remained cordial. The Directors wish to place on record their appreciation for their cooperation received from the employees at all levels.
33. Extract of Annual Return:
The Extract of Annual Return of the Company is annexed to the Annual Report as Annexure 5
34. Other Disclosures.
(i) The company is not required to maintain or audit cost records for any products u/S148 of the Companies Act, 2013,
(ii) The Board u/S 118 (10) of Companies Act, 2013 has ensured due compliance of provision of Secretarial Standard I & II issued by ICSI
(iii) As the Company does not meet criteria us 135 (i) of the companies act, 2013, Corporate Social Responsibility is not applicable and hence no separate annexures are given for the same.
(iv) There were no frauds reported by the Auditor During Financial Year 2018 - 2019
(v) There are no subsidiaries , associate is of the Company. The Company also has no holding Company. Hence no details provided.
(vi) There are no disclosures required to be given under equity shares with different right, ESOP or Sweat equity as company has not used any such securities.
(vii) The Nomination & Remuneration policy of the company is available on the website of the company www.gravityindia.net and brief details of the same are included in Corporate Governance Report.
The Board expresses its gratitude and appreciates the assistance and co-operation received from the Creditors, Banks, Government Authorities, Customers and Shareholders during the year under review.
|For and on behalf of the Board of Directors|
|VARUN RASIKLAL THAKKAR|
|Chairman & Managing Director|
|Date: 13 August, 2019|