Gradiente Infotainment Ltd.
|BSE: 590126||Sector: Media|
|NSE: N.A.||ISIN Code: INE361K01017|
|BSE 00:00 | 29 Oct||Gradiente Infotainment Ltd|
|NSE 05:30 | 01 Jan||Gradiente Infotainment Ltd|
|BSE: 590126||Sector: Media|
|NSE: N.A.||ISIN Code: INE361K01017|
|BSE 00:00 | 29 Oct||Gradiente Infotainment Ltd|
|NSE 05:30 | 01 Jan||Gradiente Infotainment Ltd|
The Directors have pleasure in presenting before you the 28th Directors'Report of the Company together with the Audited Statements of Accounts for the year ended31stMarch 2020.
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:
The performance during the period ended 31st March 2020 has been as under:
During the year under review the Company has recorded an total income of Rs. 2011.40lakhs and Net profit of Rs. 49.88 Lakhs as against the total income of Rs. 2387.50 Lakhsand Net profit of Rs. 36.02 in the previous financial year ending 31.03.2019
2. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting financial position of theCompany between 31stMarch 2020 and the date of Board's Report.(i.e.03.12.2020).
3. CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review and the date of Board's Report there was no change inthe nature of Business.
4. DETAILS RELATING TO DEPOSITS:
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
5. TRANSFER TO RESERVES:
During the year under review the Company has not transferred amount to GeneralReserves.
Directors have not recommended any dividend for the financial year 2019-2020.
7. DISCLOSURE UNDER SECTION 43(a) (ii) OF THE COMPANIES ACT 2013:
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014.
8. DISCLOSURE UNDER SECTION 54(1) (d) OF THE COMPANIES ACT 2013:
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014.
9. DISCLOSURE UNDER SECTION 62(1) (b) OF THE COMPANIES ACT 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.
10. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:
During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014.
11. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS COURTS TRIBUNALSIMPACTING THE GOING CONCERN BASIS OF THE COMPANY:
During the period under review there were no significant and material orders passed bythe regulators or Courts or Tribunals impacting the going concern status and the Company'soperations in future.
12. AUTHORISED AND PAID UP SHARE CAPITAL OF THE COMPANY:
During the year under review the Company's authorized capital stands at Rs.300000000/- divided into 30000000 equity shares of Rs.10/- each and the paid upcapital stands at Rs. 225174000/- divided into 22517400 equity shares of Rs. 10/-each.
13. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED:
In accordance with the provisions of the Companies Act 2013 Mr. Sudeep Raj MathurDirector of the Company retires by rotation offer himself for reappointment for a periodof Five years.
As required under regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors seeking appointment/re-appointment are given as under: -
15. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declaration from each independent director under section 149(7) of the companies Act 2013 that he/she meets the criteria of independence laid downin section 149 (6) of the companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
16. VIGIL MECHANISM:
Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 read with Regulation 22 of SEBI (LODR) Regulations 2015. The same hasbeen placed on the website of the Company.
17. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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; and
e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/BRANCHES/JOINT VENTURES:
The Company does not have any subsidiary Company (ies).
19. STATUTORY AUDITORS:
At the Annual General Meeting held on 30th September 2019 (27thAGM) the Company has appointed M/s Karumanchi and Associates Chartered Accountants as aStatutory Auditors of the Company to hold office until the conclusion of this AnnualGeneral Meeting of the Company at the remuneration as may be fixed by the board.
20. INTERNAL AUDITORS:
There were no internal auditors during the year 2019-20.
21. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 Secretarial audit report as provided by Practicing Company Secretaries is annexed tothis Report as annexure.
22. QUALIFICATIONS IN AUDIT REPORTS:
(a) Statutory Auditors Report: The Board has duly reviewed the Statutory Auditor'sReport on the Accounts for the year ended March 31 2020 and qualifications for the sameare discussed in details in Audit report annexed to it.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 has noted that the same. Thedetails for reservation qualification or adverse remarks are enclosed in SecretarialAudit report.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 of the Companies Act 2013 is providedhereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption:
> the efforts made towards technology absorption - NIL
> the benefits derived like product improvement cost reduction product developmentor import substitution - NIL
> in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-
(a) the details of technology imported; - NIL
(b) the year of import - NIL
(c) whether the technology been fully absorbed - NIL
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof - NIL
> the expenditure incurred on Research and Development -NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: Rs.NIL Foreign Exchange Outgo: Rs. NIL
24. CORPORATE SOCIAL RESPONSIBILTY POLICY:
Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
25. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.
The properties and assets of your Company are adequately insured.
27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
The particulars of loans guarantees and investments under Section 186 of the Act readwith the Companies (Meetings of Board and its Powers) Rules 2014 from part of the notesto the financial statement provided in this Annual Report.
28. RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well-structured riskmanagement process.
29. RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website.
Your Directors draw attention to the notes to accounts of Auditors report which setsout related party disclosures.
30. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
31. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014. The Board of directors has notdrawn remuneration during the year.
32. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWNAND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT& REMUNERATION) RULES 2014:
During the year none of the employees is drawing a remuneration of Rs.10200000/- andabove per annum or Rs.850000/- and above in aggregate per month the limits specifiedunder the Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
33. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
34. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
35. SECRETARIAL STANDARDS:
The companies are in compliance with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.
36. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.
During the period under review there are no companies which have become or ceased tobe its Subsidiaries Joint Ventures or Associate Companies.
37. MANGEMENT & DISCUSSION ANALYSIS:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's discussion and analysis is set out in this Annual Report.
38. FAMILIARISATION PROGRAMMES:
The Company familiarizes its Independent Directors on their appointment as such on theBoard with the Company their roles rights responsibilities in the Company nature ofthe industry in which the Company operates etc. through familiarization programme. TheCompany also conducts orientation programme upon induction of new Directors as well asother initiatives to update the Directors on a continuing basis. The familiarizationprogramme for Independent Directors is disclosed on the Company's websitewww.gradientinfotainment.com
39. MECHANISM FOR EVALUATION OF BOARD:
The Board of Directors has carried out an annual evaluation of its own performanceboard Committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.
In a separate meeting of independent directors performance of non-independentdirectors the board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.
40. BOARD MEETINGS:
The Board of Directors met Four (4) times during the year on 27-05-219 08.07.201914.11.2019 and 10.01.2020 the maximum gap between any two meetings was less than fourmonths as stipulated under the provisions of Companies Act 2013.
41. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and theapplicable Securities laws. The Insider Trading Policy of the Company lays down guidelinesand procedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on website of the company.
42. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There have been no frauds reported by the auditor's u/s 143(12).
43. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place a Sexual Harassment Policy in compliance with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment. The Internal ComplaintsCommittee (ICC) has been set up to redress complaints regarding sexual harassment if any.
The Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
44. CEO/ CFO CERTIFICATION:
The Managing Director and Executive Director cum CFO certification of the financialstatements for the year 2018-2019 is annexed in this Annual Report.
45. APPRECIATION & ACKNOWLEDGEMENT:
Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from the investors customers business associates bankers vendorsas well as regulatory and governmental authorities. Your Directors also thanks theemployees at all levels who through their dedication co-operation support and smartwork have enabled the Company to achieve a moderate growth and is determined to poise arapid and remarkable growth in the year to come.