To
The Members,
Gravity (India) Limited,
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, 2022.
1. Financial Results:
(Amount in Rs.)
Particulars |
31.03.2022 |
31.03.2021 |
Turnover |
12,75,91,125 |
2,36,00,924 |
Total Revenue |
12,91,39,887 |
2,49,25,630 |
Less: Total Expenditure |
12,80,08,341 |
2,87,15,805 |
Profit/loss before exceptional items, Extra-ordinary item and tax |
11,31,547 |
(37,90,175) |
Exceptional items |
0 |
0 |
Profit / (loss) before tax |
11,31,547 |
(37,90,175) |
Less: Provision for tax/deferred tax |
307,640 |
(9,22,135) |
Net Profit after tax |
823,907 |
(28,68,040) |
2. Share Capital:
The Authorized Share Capital of the Company is divided into 1,50,00,000 Equity Shares
of Rs.10 /-each, aggregating to Rs. 15,00,00,000 (Rupees Fifteen Crores only).
The Issued, Subscribed and Paid-up Capital is Rs. 9,00,19,500 (Nine Crores Nineteen
Thousand Five Hundred only) divided into 9,001,950 Equity shares of Rs. 10/- each as on
31st March, 2022. There are no changes in share capital during the financial year.
3. Reserves:
During the year, the company has not transferred any amount to General Reserve.
4. Dividend:
With the view to conserve resources, the Board has not recommended any dividend for the
year under review.
5. Operations:
During the year under review, the Sales turnover of the Company increased from Rs.
2,36,00,924 in the previous year to Rs. 12,75,91,125 in the current year. The net profit
of the Company for the year is Rs. 823,907 as against a net loss of Rs. (28, 68,040) in
the 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:
There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year 2021-22 and the date of
this report.
7. 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 2021 2022, except Mr. Varun Thakkar has been re-appointed as the
Chairman & Managing Director of the Company for a second term of 5 years with effect
from 1st October 2021. The Directors recommend the appointment for the approval of the
members by means of a Special Resolution at the forthcoming Annual General Meeting of the
Company.
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 Non-Independent Director |
Mrs. Prabhavati Venugopal Shetty |
01883922 |
Independent Director |
Mr. Varun Rasiklal Thakkar |
00894145 |
Chairman & Managing Director |
Mr. Samir Ruparelia |
08551666 |
Independent Director |
Details of the Key Managerial Personnel of the Company
Name |
Designation |
Mr. Jay Rasiklal Thakkar |
Chief Financial Officer |
Ms. Shreya Chawak |
Company Secretary & Compliance Officer |
|
(Appointed w.e.f. August 26th , 2021) |
During the year, CS Shreya Chawak, has been appointed as the Company Secretary &
Compliance Officer of the Company with effect from 26th August, 2021 in place of CS Shweta
Jain who resigned from the post of Company Secretary & Compliance Officer of the
Company with effect from 31st January, 2021.
Mrs. Dakshaben 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 the same.
Mr. Varun Rasiklal Thakkar, was appointed as the Managing Director of the company for
the period of 5 years in the FY 2016-17, his term as Managing Director of the company
ended during the FY 2021-22 and the company has decided to re-appoint him as Managing
Director for period of further 5 years with effect from 1st October, 2021.
8. Meetings of Board of Directors:
The Board has met 5 (five) times during the financial year 2021-22 on 28th June, 2021,
27th July, 2021, 26th August 2021, 11th November, 2021 and 10th February, 2022. 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 |
Mr. Samir Ruparelia, Chairman of the committee |
|
Independent Director |
|
Mrs. Prabhavati Shetty, Member |
|
Independent Director |
|
Mrs. Dakshaben Thakkar, Member |
|
Non-Executive - Non Independent Director, |
Nomination and Remuneration Committee |
Mr. Samir Ruparelia, Chairman of the committee |
|
Independent Director |
|
Mrs. Prabhavati Shetty, Member |
|
Independent Director |
|
Mrs. Dakshaben Thakkar, Member |
|
Non-Executive - Non Independent Director, |
Stakeholders Relationship Committee |
Mrs. Dakshaben Thakkar, Chairperson of the committee |
|
Non-Executive - Non Independent Director |
|
Mrs. Prabhavati Shetty, Member |
|
Independent Director |
|
Mr. Samir Ruparelia, Member |
|
Independent Director |
The details of NRC Policy are included in Corporate Governance report.
10. Independent Directors:
The Company has 02 (two) Independent Directors as on date. The Company has received
declaration from all the Independent Directors of the Company under Section 149(7) the
Companies Act, 2013 and the SEBI (LODR) Regulation, 2015. The Independent Directors meet
once a year. The details of the meeting are included in the Corporate Governance Report.
11. 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.
12. 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 2021-22 has been
paid to the Bombay Stock Exchange, Mumbai.
13. 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:
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;
(a) 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;
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;
(b) The directors had prepared the annual accounts on a going concern basis; and
(c) 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.
(d) 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.
14. 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.
The Board of Directors of the Company believe that the Independent Directors of the
Company carry their duties with integrity and expertise and have required experience to
work towards the vision of the Company.
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 being e-valuated.
15. Auditors:
M/s. LLB & Co, (Firm Registration No 117758W) Chartered Accountant, were appointed
in the 30th Annual General Meeting (AGM) by the shareholders 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 a remuneration as may be fixed by the Board of Directors from time
to time. M/s LLB & Co, are retiring at this AGM, and do not seek re-appointment on
account of completion of their tenure. The Board of Directors propose the appointment of
M/s A R Sodha and Co (FRN: 110324W), Chartered Accountants, Mumbai as the Statutory
Auditors of the Company for a period of 3 (Three ) years until the 38th AGM to be held in
the year 2025.
16. 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 (Ind AS) notified under the Companies (Indian Accounting
Standards) Rules, 2015 and the provisions of the Companies Act, 2013.
For all periods up to and including the Year ended 31st March, 2022, the Company has
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, 2022 are the first the Company has prepared in accordance with Ind-AS. For the
purposes of transition to Ind-AS, the Company has followed the guidance prescribed in Ind
AS.
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.
17. Auditors Report:
The Observation, comments & remarks referred to in the Statutory Auditors
report are self-explanatory and do not require any further comments.
18. 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 2021-22. The Secretarial Audit Report is annexed as Annexure-2
to this report.
The Secretarial Auditors have also issued the Annual Secretarial Compliance
Certificate, for the financial year ending 31st March 2022. The same is available on the
Stock Exchanges and the website of the company.
19. Reply to Comments on the Report of the Secretarial Auditors:
The Board of Director have taken note of Comments in Secretarial Audit Report and are
undertaking steps for ensuring due compliances of provisions as stated therein.
20. 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-5 and forms a part of this report. The Company has voluntarily
submitted this disclosure to the members.
21. 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.
22. Management Discussion and Analysis Report:
In accordance with the Listing Regulations, the Management Discussion and Analysis
Report is attached as Annexure 4 and forms part of this report.
23. 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-3.
The Company has a Related Party Transaction Policy as per Company Act 2013 &
Listing Regulations, the same has been reviewed by Board of Directors in its meeting held
on 26th May, 2022 11th November, 2021.
24. 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, 2014 forming part of Directors Report for the year
ending March 31, 2022 is as follows:
(a) 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.
(b) Technological absorption:
The Company is planning to buy new Jacaquard textile machine during the year 2023 to
2024 to upgrade the existing capacity. The quotations for the same have also been called
for.
(c) Foreign Exchange Earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows.
Foreign Exchange Earning: Rs. NIL
Foreign Exchange Outflow: Rs. NIL
25. 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.
26. 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.
27. 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.
28. Particulars of Loans, Guarantees or Investments u/s 186:
The Company has not 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.
29. 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.
30. Disclosure under the Prevention of 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.
31. Corporate Governance Report from Statutory Auditors:
Certificate from the Statutory Auditor, M/s. LLB & Co, Chartered Accountants
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 the Corporate Governance Report forming part of the Annual Report.
32. Particulars of Employees:
No Employee of the Company draws a salary exceeding Rupees One Crore and Two Lakh per
annum or Rs. 8,50,000 (Rupees Eight Lakhs and Fifty thousand) per month during the
financial year. The details of employees remuneration required under Rule 12 is
attached to this Report as Annexure 1.
33. 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.
34. Extract of Annual Return:
The Annual Return of the Company can be accessed from the website of the Company at
www.gravityindia.net
35. Other Disclosures:
(a) The Company is not required to maintain any cost records for any products U/s 148
of the Companies Act, 2013.
(b) The Board u/s 118 (10) of Companies Act, 2013 has ensured due compliance of
provision of Secretarial Standards I and II issued by Institute of Company Secretaries,
India (ICSI).
As the Company does not meet criteria specified under Section 135 of the Companies Act,
2013, the provisions of Corporate Social Responsibility are not applicable and hence no
separate annexures or details are given for the same in this Report.
There are no frauds reported U/s 143 (12) of the Companies Act, 2013, by the Statutory
Auditors or Secretarial Auditors of the Company.
(c) There are no holding, subsidiaries or associate companies of Gravity (India) Ltd.
Hence, no separate disclosure is provided in this regard.
(d) 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.
(e) 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
36. Acknowledgements:
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 Thakkar |
Place: Mumbai |
Chairman & Managing Director |
Date: 02, August, 2022 |
DIN: 00894145 |
|