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Gravity (India) Ltd.

BSE: 532015 Sector: Industrials
NSE: N.A. ISIN Code: INE995A01013
BSE 13:55 | 18 Jan 8.73 -0.45
(-4.90%)
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NSE 05:30 | 01 Jan Gravity (India) Ltd
OPEN 8.73
PREVIOUS CLOSE 9.18
VOLUME 4855
52-Week high 11.35
52-Week low 1.34
P/E
Mkt Cap.(Rs cr) 8
Buy Price 8.99
Buy Qty 100.00
Sell Price 8.73
Sell Qty 53240.00
OPEN 8.73
CLOSE 9.18
VOLUME 4855
52-Week high 11.35
52-Week low 1.34
P/E
Mkt Cap.(Rs cr) 8
Buy Price 8.99
Buy Qty 100.00
Sell Price 8.73
Sell Qty 53240.00

Gravity (India) Ltd. (GRAVITYINDIA) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2020-21

To The Members Gravity (India) Limited

Your Directors have pleasure in presenting Annual Report on the business and operationsof the Company and the accounts for the financial year ended on 31st March 2021.

1. Financial Results:

Particulars 31.03.2021 31.03.2020
Turnover 23600924 169112314
Total Revenue 24925630 170425940
Less: Total Expenditure 28715805 172331951
Profit/loss before exceptional items Extra-ordinary item and tax (3790175) (1906011)
Exceptional items 0 0
Profit / (loss) before tax (3790175) (1906011)
Less: Provision for tax/deferred tax (922135) (5111739)
Net Profit after tax (2868040) 3205728

2. Share Capital:

The Authorized Share Capital of the Company is divided into 15000000 Equity Sharesof Rs.10 /-each aggregating to Rs.150000000 (Rupees Fifteen Crores only).

The Issued Subscribed and Paid-up Capital is Rs. 90019500 (Nine Crores Nineteenthousand five hundred only) divided into 9001950 Equity shares of Rs. 10/- each as on31st March 2021. 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 theyear under review.

5. Operations:

During the year under review the Sales turnover of the Company decreased from Rs.169112314 in the previous year to Rs. 23600924 in the current year. The net loss ofthe Company for the year is Rs. (2868040) as against a net profit of Rs. 3205728 inthe previous year. The reduction in the net profit is on account of a prolonged lockdownand partial shutdown of the manufacturing activities of the Company in view of outbreak ofCOVID-19 pandemic in the beginning of the F.Y. 2020-21.

6. Material changes occurred between the end of the Financial Year to which thefinancial statements relate and the date of the Report:

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. COVID-19 is significantlyimpacting business operation of the Companies by way of interruption in production supplychain disruption unavailability of personnel closure/lockdown of production facilitiesetc.

The Company had also temporarily stopped its operations and closed its Registered andcorporate offices in view of Central Government Directive of lock down of entire countrydue to the outbreak of Coronavirus and keeping in mind the safety and well-being of allthe employees and stakeholders.

In assessing the recoverability of Company's assets such as trade receivablesinventories the company has considered internal and external information up to the dateof approval of financial results of financial year ended 31st March 2021. The Company hasperformed sensitive analysis on the assumptions based on the internal and externalinformation/indicators of future economic conditions and expects to recover the carryingamount of assets.

7. Board of Directors and Composition:

The Board of Directors comprise of eminent experienced and reputed Individuals of theIndustry. During the year the non-executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.

There was no changes in the composition of the Board of Directors of the Companyduring financial year 2020 2021.

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 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
Mrs. Shweta Jain Company Secretary & Compliance Officer
(Ceased w.e.f. January 31st 2021)

During the year CS Shweta Jain Company Secretary & Compliance Officer of theCompany has resigned from the Company with effect from 31st January 2021.

Mrs. Dakshaben Thakkar Director of the Company retires by rotation at the ensuringAnnual General Meeting and being eligible offers herself for re-appointment. The Boardrecommends the same.

8. Meetings of Board of Directors:

The Board has met 4 (four) times during the financial year 2020-21 on 29th June 202002nd September 2020 10th November 2020 and 10th February 2021. Details of attendanceand 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 Obligationsand Disclosure Requirements) Regulations 2015 the Company has mandatorily formed thebelow mentioned Committees which shall be duly constituted. The Committee Meeting detailsare mentioned in Corporate Governance Report.

Name of Committee Current Constitution of the Committee
Audit Committee Mr. Samir Ruparelia Chairman
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
Independent Director
Mrs. Prabhavati Shetty Member
Independent Director
Mrs. Dakshaben Thakkar Member
Non-Executive - Non Independent Director
Stakeholders Grievances Committee Mrs. Dakshaben Thakkar Chairperson
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 receiveddeclaration from all the Independent Directors of the Company under Section 149(7) theCompanies Act 2013 and the SEBI (LODR) Regulation 2015. The Independent Directors meetonce 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 andhence no disclosure is required in this respect of the Companies Act 2013 and theCompanies (Acceptance of Deposits) Rules 2014.

12. Listing of Company's Shares:

Your Company's Equity Shares continue to be listed on the Bombay Stock Exchange Mumbaiin the Indo Next(S) Group. The annual listing fee for the year 2020-21 has been paid tothe Bombay Stock Exchange Mumbai.

13. Director's Responsibility Statement:

In terms of Section 134 (5) of the Companies Act 2013 the Board of Directors of theCompany hereby state & confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed and that no material departures have been made from the same;

(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 the 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 have devised proper system to ensure compliance with the provisionsof 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 performanceBoard committees and individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The performance of the Board and Committees was evaluated by the Board after seekinginputs from all the Directors on the basis of the criteria such as the Board compositionand structure effectiveness of Board processes information and functioning etc.

The Board and the nomination and remuneration committee reviewed the performance of theindividual Directors. On the basis of the criteria such as the contribution of theindividual Director to the Board and committee meetings preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. Inaddition 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 theCompany carry their duties with integrity and expertise and have required experience towork towards the vision of the Company.

In a separate meeting of Independent Directors performance of non-independentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive Directors and non-executiveDirectors. The same was discussed in the Board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual Directors was also discussed. Performance evaluation of Independent Directorswas 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 appointedin the 30th Annual General Meeting (AGM) by the shareholders as the Statutory Auditors ofthe Company for a period of five years i.e. till the conclusion of the AGM to be held inthe year 2022 on such a remuneration as may be fixed by the Board of Directors from timeto time.

16. Accounting Standards and Accounting Policies:

The financial statements of the Company are prepared in accordance with the accountingstandards issued by the Institute of Chartered Accountants of India which forms part ofthe Annual Report. Indian Accounting Standards (Ind AS). The financial statements(Separate financial statements) have been prepared on accrual basis in accordance withIndian Accounting Standards (Ind AS) notified under the Companies (Indian AccountingStandards) Rules 2015 and the provisions of the Companies Act 2013.

For all periods up to and including the Year ended 31st March 2021 the Company hasprepared its Financial Statements in accordance with Accounting Standards notified underSection 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 31stMarch 2021 are the first the Company has prepared in accordance with Ind-AS. For thepurposes of transition to Ind-AS the Company has followed the guidance prescribed in IndAS.

The Financial Statements have been prepared on a historical cost basis except forcertain financial assets and liabilities which have been measured at fair value (referaccounting policy regarding financial instruments). The Financial Statements are presentedin Indian Rupees ("INR") and all amounts are rounded to the nearest Lakhsexcept as stated otherwise.

17. Auditor's Report:

The Observation comments & remarks referred to in the Auditors' report areself-explanatory and do not require any further comments.

18. Secretarial Auditors:

Pursuant to Section 204 of the Companies Act 2013 and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s AineshJethwa &Associates Practicing Company Secretary to undertake the Secretarial Auditfor the year financial Year 2020-21. The Secretarial Audit Report is annexed as Annexure-2to this report.

The Secretarial Auditors have also issued the Annual Secretarial ComplianceCertificate for the financial year ending 31st March 2021. The same is available on theStock 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 areundertaking steps for ensuring due compliances of provisions as stated therein. Furtherthe Company has undertook the pending filings in respect of any matters under the CompanyLaw Settlement Scheme 2020.

20. Corporate Governance:

A separate section on Corporate Governance pursuant to Regulation 34 and Schedule V ofthe SEBI (Listing and Disclosure Requirements) Regulations 2015 is included in the AnnualReport as Annexure-5 and forms a part of this report. The Company has voluntarilysubmitted this disclosure to the members.

21. Internal Financial Control Systems and their adequacy:

The management continuously reviews the internal control systems and procedures for theefficient conduct of the Company's business. The Company adheres to the prescribedguidelines with respect to the transactions financial reporting and ensures that all itsassets are safeguarded and protected against losses. The Internal Auditor of the Companyconducts the audit on regular basis and the Audit Committee actively reviews internalaudit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard the Company's assets from loss ordamage to keep constant check on the cost structure to prevent revenue leakages toprovide 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 AnalysisReport 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 onarm's length basis and were in the ordinary course of the business. The details of thetransactions are elaborated in Form AOC-2 which is an annexed to this reportAnnexure-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 meetingheld on 02nd September 2020.

24. Conservation of energy technology absorption and foreign exchange earnings:

Information required under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of Companies (Accounts) Rules 2014 forming part of Directors' Report for the yearending March 31 2021 is as follows:

(a) Conservation of energy:

Your company consumes minimum energy and strives to reduce energy consumption. Yourcompany is conscious about its responsibility to conserve energy power and other energysources wherever possible. We emphasis towards a safe and clean environment and continueto adhere to all regulatory requirements and guidelines. The manufacturing team worksunder the guidance of expert engineers of the Company continuously strives and devisesvarious means to conserve energy and identify methods for the optimum use of energy.

(b) Technological absorption:

The Company has completed their up gradation in existing machineries and Startedproduction from June 15 2021.

(c) Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange 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 theMembers of the Board and all employees in the course of day to day business operations ofthe Company.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Members of the Board and the Senior Managerial Personnel in their businessdealings at workplace in dealing with various stakeholders etc.

All the Board Members and Senior Managerial Personnel periodically affirm and confirmcompliance to the Code of Conduct. Further the Certificate of Compliance with the Code ofConduct is appended to the Corporate Governance Report.

26. Risk Management Policy:

During the year the Management of the Company had evaluated the existing RiskManagement Policy of the Company. The Risk Management policy has been reviewed and foundadequate and sufficient to the requirement of the Company. The Management has evaluatedvarious risks and that there is no element of risk identified that may threaten theexistence of the Company.

27. Vigil Mechanism for Directors and Employees:

Vigil mechanism is established for Directors and Employees to report their grievanceand 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 andwithin limits of section 186 of the Companies Act 2013. The Investments made by theCompany 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 viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company's shares by the Directors and the designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading window is closed. The Board is responsible forimplementation of the Code. All the Directors and Designated employees have confirmedcompliance 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 workplace for each and every employee of the Company. The Company always endeavors to createand provide an environment that is free from discrimination and harassment includingsexual harassment. Proper care is being taken by the Company in order to

34 Annual Report 2020-21

provide a safe and harassment free work place. No Complaints have been received duringthe financial year under review.

31. Corporate Governance Report from Statutory Auditors:

Certificate from the Statutory Auditor M/s. LLB & Co Chartered Accountantconfirming compliance with the conditions of Corporate Governance as stipulated underSchedule V of the SEBI (Listing and Disclosure Requirements) Regulations 2015 is annexedto 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 perannum or Rs. 850000 (Rupees Eight Lakhs and Fifty thousand only) per month during thefinancial year. The details of employees' remuneration required under Rule 12 is attachedto this Report as Annexure 1.

33. Employee Relations:

Relations with the employees remained cordial. The Directors wish to place on recordtheir 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 atwww.gravityindia.net

35. Other Disclosures:

(a) The Company is not required to maintain any cost records for any products U/s 148of the Companies Act 2013.

(b) The Board u/s 118 (10) of Companies Act 2013 has ensured due compliance ofprovision of Secretarial Standards I and II issued by Institute of Company SecretariesIndia (ICSI).

(c) As the Company does not meet criteria specified under Section 135 of the CompaniesAct 2013 the provisions of Corporate Social Responsibility are not applicable and henceno separate annexures or details are given for the same in this Report.

(d) There are no frauds reported U/s 143 (12) of the Companies Act 2013 by theStatutory Auditors or Secretarial Auditors of the Company.

(e) There are no holding subsidiaries or associate companies of Gravity (India) Ltd.Hence no separate disclosure is provided in this regard.

(f) There are no disclosures required to be given under equity shares with differentright ESOP or Sweat equity as company has not used any such securities.

(g) The Nomination & Remuneration policy of the company is available on the websiteof the company www.gravityindia.net and brief details of the same are included inCorporate Governance Report

36. Acknowledgements:

The Board expresses its gratitude and appreciates the assistance and co-operationreceived from the Creditors Banks Government Authorities Customers and Shareholdersduring the year under review.

For and on behalf of the Board of Directors
Varun Thakkar
Place: Mumbai Chairman & Managing Director
Date: July 27 2021 DIN: 00894145

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