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Directors Report of Gradiente Infotainment Ltd.

Mar 31, 2015

The Directors have pleasure in presenting before you the 23rd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

The performance during the period ended 31st March, 2015 has been as under:

(Rs. in Lakhs)

Particulars 2014-2015 2013-2014

Total Income 540.47 531.42

Total Expenditure 537.13 3320.07

Profit Before Tax 3.33 (2788.65)

Provision for Tax (3.23) 0

Profit after Tax 6.56 (2788.65)

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March' 2015 and the date of Board's Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was no change in the nature of Business.

DIVIDEND:

Your Directors have not recommended dividend for the year.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Mr. Shabbir Ali Baquri, Mr. T Venkateswa Rao, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 this 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; and

(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.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any subsidiary.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report.

STATUTORY AUDITORS:

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their appointment and a certificate to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the appointment of M/s. CRK & Co., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules 2014, M/s. S.S. Reddy & Associates, Practicing Company Secretaries have conducted Secretarial Audit of the Company for the FY 2014-15. The Secretarial Audit Report for the FY 2014-15 is annexed hereto and forms part of this Annual report.

The Board has taken note of all the observations made in the Secretarial Audit report as provided by Practicing Company Secretary and has initiated the necessary steps in ensuring compliance thereof.

INTERNAL AUDITORS:

There are no internal auditors in the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided here under:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings : NIL

2. Foreign Exchange Outgo : NIL

DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS CREDIT FACILITIES:

The company has not given loans, Guarantees, made any investments or availed any credit facilities during the year under review.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

Since your Company do not have the 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 year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, a remuneration of Rs.20,000/-p.m is being paid to Mr.Sudheep Raj , whole time Director of the Company and a remuneration of Rs.40,000 /-p.m is being paid to Mr.Vimal Raj Mathur, Managing Director of the Company.

NDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Company etc., and hence Industry based disclosures is not required.

SECRETARIAL STANDARDS

EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received : Nil

No. of complaints disposed off : Nil

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review

For and on behalf of the Board

For Gradient Infotainment Limited

Sd/- Sd/-

Place: Hyderabad Vimal Raj Mathur Sudheep Raj

Managing Director Director

(DIN: 03138072) (DIN: 03138111) Date: 14.11.2015


Mar 31, 2014

We have pleasure in presenting the 22nd Annual Report with Audited Statements of Accounts for the year ended 31st March 2014.

Financial Results : (in Lakhs)

Particulars 2013-2014 2012-2013

Income 531.42 300.27

Expenditure 3320.07 298.20

Finance Costs 1.67 38.98

Tax Expenses - -

Profit after Tax 2788.65 2.07

PERFORMANCE REVIEW

The Company has recorded a turnover of Rs. 531.42 Lakhs and the profit of Rs. 2788.65 Lakhs in the current year against the turnover of Rs. 300.27 lakhs and profit of Rs. 2.07 Lakhs in the previous financial year ending 31.03.2013.

The Company has been continuously working on quality up gradation and austerity measures for achieving efficient running of the organization.

DIVIDEND:

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Bombay Stock Exchange, Calcutta Stock Exchange and Bangalore Stock Exchange.

CAPITAL OF THE COMPANY:

The Authorised Capital of the company stands at Rs. 30,00,00,000 divided into 30,000,000 equity shares of Rs. 10/- each.

The Company bought back 9,000 equity shares in the year 2012-2013 and 6,42,000 equity shares in the year 2013- 2014 total amounting to 6,51,000 equity shares. Hence, the paid up capital of the company stands at Rs. 2,25,17,400 divided into 22,51,74,000 of Rs. 10/ each.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. With the changes in the Companies Act, the Company would not have any upper age limit of retirement of Independent Directors from the Board and their appointment and tenure will be governed by the provisions of Companies Act, 2013, In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing independent directors, as Independent Directors on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Directors, including nature of their expertise, is provided in this Annual Report.

Notices have been received from Members proposing candidature of the Directors namely Mr. T. Venkateshwa Rao, Mr. Mohd Abdul Raoof and Mr. Shabbir Ali Baquri for the office of Independent Directors of the Company. In the opinion of the Board, they fulfil the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Directors of the Company. A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of their appointment, is available for inspection at the Registered Office of the Company during business hours on any working day.

Mrs. Sunitee Raj will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies Act, 2013 and being eligible offers herself for re-appointment.

Details of the Director appointed/reappointed

Name of Mrs. Sunitee Raj Mr. T. Venkateshwa Mr. Mohd Abdul Mr. Shabbir Ali the Director Rao Raoof Baquri

Date of Birth 07.11.1960 14.06.1961 10.06.1960 25.12.1960

Date of Appointment 02.06.1992 09.08.2001 14.08.2013 09.08.2001

Qualifications Post Graduate Graduate Graduate Graduate

No. of Shares held in the Company 240650 20000 18200 1000

Directorships held in other companies NIL 1 NIL NIL (excluding private limited and foreign companies)

Positions held in mandatory committees of NIL NIL NIL NIL other companies

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm

i) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) That 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.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

M/s. Komandoor & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint them as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

AUDITOR'S REPORT:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2014 and has noted that the same does not have any reservation, qualification or adverse remarks.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, Forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on behalf of the Board,

Gradiente Infotainment Limited

Sd/-

Vimal Raj Mathur

Place : Hyderabad Managing Director

Date : 01.09.2014 (DIN: 03138072)

Sd/-

Sudheep Raj

Director

(DIN: 03138111)


Mar 31, 2011

The Directors take pleasure in presenting the 19th Annual Report and the Audited Accounts of your Company for the year ended March 31, 2011 together with the Auditor's Report thereon.

Financial Results :

Your Company's financial results for the year under review are as under:

(Rs in Lakhs)

Particulars 2010-2011 2009-2010

Total 6331.04 1714.89

Profit before interest, tax and depreciation (PBIDT) 1202.17 50.86

Less: Interest and financial charges 11.32 4.34

Profit before depreciation & tax (PBDT) 1190.84 46.52

Less: Depreciation 4.92 1.07

Profit before 1185.92 45.45

Tax Provision (current, fringe and deferred) 393.85 13.93

Net profit for the year 792.06 31.51

Appropriations 4.00 -6.33

Dividend (including corporate tax thereon) 0.00 0.00

Transfer to debenture redemption reserve 0.00 0.00

Transfer to general reserve 1596.27 94.75

Balance carried forward to next 2384.33 96.27

Financial Review :

Your company reported a very good performance during the year under review.

Total Revenue has been increased by from Rs 1714.89 lakhs to Rs 6331.04 lakhs. PBIDT increased from Rs 50.86 lakhs to Rs 1202.17 lakhs. Net profit increased from Rs 31.51 lakhs to Rs 792.06 lakhs.

Operations:

The Company has been continuously working to improve the performance to a greater extent by following both organic and inorganic modes.

Dividend :

With a view to conserve its resources, no provision for dividends has been made.

Directors :

In accordance with the Companies Act, 1956 read with the Articles of Association of the Company, Sri. T. Venkateshwa Rao and Sri. Shabbir Ali Baquri, Directors will retire by rotation at this meeting and eligible for reappointment.

Audit Committee:

The composition of Audit Committee is given below :

SL NO Name Position held in the Committee

1 Mr.T. Venkateshwa Rao Chairman

2 Mr. ShabirAli Baquri Member

3 Mr. Sunitee Raj Member

Report on Corporate Governance :

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchanges a report on Corporate Governance is given as annexure to this annual report.

Certificate of the Auditor regarding compliance with the conditions of corporate governance is also given.

Public Deposits :

During the year under review, your company has neither invited nor accepted any deposits from the public.

CAPITAL OF THE COMPANY:

During the period, the company has allotted 50,00,000 equity shares on preferential basis to the promoters and the others at an issue price of Rs 10/- and premium Rs 30 /- each. As a result the paid up capital of the company stands at 1,15,84,200 equity shares of Rs 10 each. Subsequently the company has made Bonus Issue of 1,15,84,200 Equity shares in the ratio of 1:1. With this the Paid up capital goes upto 2,31,68,400 Equity shares of Rs 10/- each. Authorised capital of the company stands at 3,00,00,000 equity shares of Rs 10/- each.

LISTING OF EQUITY SHARES:

The Equity Shares of your company are listed on the Calcutta Stock Exchange and Bangalore Stock Exchange Statutory Auditors :

M/s. Komandoor & Co, Chartered Accountants, as Statutory Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. Komandoor & Co, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Legal Advisors :

During the year under review your Company re-appointed M/s. Gokhale Bilolikar & Co., Hyderabad as legal advisors for the Company.

Particulars of Employees :

There are no employees whose particulars are to be disclosed Under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975.

Directors' Responsibility Statement :

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 with respect to "Directors' Responsibility Statement", it is hereby confirmed Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 with respect to "Directors' Responsibility Statement", it is hereby confirmed;

(I) That in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

(ii) That 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 or loss of the Company for the year under review.

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts for the financial year ended 31st March, 2011 on a going concern basis.

CHANGE IN REGISTERED OFFICE:

During the financial year the Company's registered office shifted from 3rd Floor, Krishna Plaza, Khairatabad, Hyderabad, Andhra Pradesh - 500004 to Ground Floor, Siri Balaji Residency, Hill Colony, Khairatabad, Hyderabad, Andhra Pradesh - 500004 w.e.f. 24th February, 2011

Conservation of Energy, Technology Absorption

Particulars regarding conservation of energy, technology absorption are not applicable to the Company.

Foreign Exchange Earnings and Outgo

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is provided as under and the details of which is mentioned in note no: of the Notes to the Balance Sheet and Profit and Loss Account.

(Rs) Particulars 2010-2011 2009-2010

Foreign Exchange Earnings Nil Nil

Foreign Exchange Outgo 1,24,753 Nil

Research and Development:

The company is into media and entertainment and much Research and Development is not required and accordingly the Company has not put any R & D unit.

Code of Conduct

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them..

Acknowledgments :

The Directors take this opportunity to thank Company's customers, suppliers, bankers, financial Institutions for their consistent support to the Company. Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company at all levels. Your Directors also wish to express their gratitude to the Shareholders for the confidence reposed by them in the Company and for the continued support and co-operation

Sd/-

Date: 30-08-2011 V.R. Mathur

Place : Hyderabad Chairman & Managing Director

 
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