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Directors Report of Gravita India Ltd.

Mar 31, 2015

Dear Members,

It gives us immense pleasure in presenting you on behalf of the Board of Directors of the Company, the 23rd Annual Report of Gravita India Limited along with Audited Financial Statements for the year ended 31st March, 2015.

Consolidated Financial Performance

Particulars Amount (Rs. in Lacs)

2014-15 2013-14

Total Revenue 50591.81 51,840.27

Total Expenditure 48245.43 47578.78

Profit Before Interest, Depreciation And Tax (PBIDT) 2346.38 4261.49

Less: Interest 987.69 917.74

Less: Depreciation 636.25 603.48

Profit Before Tax 722.44 2,740.27

Exceptional Items - 22.42

Profit from ordinary Activities before Tax 722.44 2,762.69

Prior Period Items - 312.29

Less: Provisions for Taxation Including Deferred Tax (236.03) 287.33

Profit After Tax (PAT) 958.47 2,163.07

Share in Profit of Associates 2.26 1.77

Less: Minority Share in Profit & Loss 298.87 32.67

Profit Available for Appropriation 661.86 2,132.17

APPROPRIATI ON:

Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible 22.93 -

fixed assets

Interim Dividend - 204.53

Corporate Tax on Interim Dividend - 33.18

Transfer from capital Reserve on consolidation - (724.35)

Transfer to General Reserve - 148.86

Proposed for Dividend 136.51 340.88

Corporate Tax on Dividend 27.42 55.30

Balance Carried to Balance Sheet 475.00 2,073.77

1. Performance at a Glance

During FY 2014-15, International Lead prices have seen a downward trend in average LME from $ 2093 in FY 2013-14 to $ 2021 in FY 2014-15. A major reason for the fall in prices was the lower than expected demand for Lead in China and US markets. The industry was affected by currency fluctuations, sluggish demand and consumer down trend and continued to be fraught with challenges. Major economies witnessed slower growth. As the year progressed, business environment remained difficult and operating in such a testing environment proved challenging. FY 2014-15 proved to be full of global economic uncertainties and disturbances in many parts of the world. Despite these constraints and challenging environment, the Company performed rationally well and the highlights of the performance are as under:

Consolidated Results:

* Consolidated total Revenue stood at Rs. 505.92 Crores

* Operating Profit before Interest, Depreciation and Tax stood at Rs. 23.46 Crores in financial year 2014-2015 as compared to Rs. 42.61 Crores in previous year

* Net Profit after Tax and minority interest during the year stood at Rs. 6.62 Crores.

* Earnings per Share of the Company stood at Rs. 0.97 per share having face value of Rs. 2 each.

* Cash Profit during the year stood at Rs. 14.50 Crores.

Standalone Results:

* Total Revenue stood at Rs. 341.07 Crores as compared to Rs. 341.05 Crores in the previous year

* Operating Profit before Interest, Depreciation and Tax stood at Rs. 12.95 Crores in financial year 2014-2015 as compared to Rs. 25.49 Crores in previous year

* Net Profit after Tax during the year is reported at Rs. 5.11 Crores as compared to last year's PAT of Rs. 14.89 Crores.

* Earnings per Share of the Company stood at Rs. 0.75 per share having face value of Rs. 2 each.

* Cash Profit during the year stood at Rs. 8.50 Crores.

2. Dividend

The Board of Directors of your Company has recommended payment of final dividend @ 10 % (Rs. 0.20 per equity share) amounting to Rs. 1.37 Crores. The dividend will be paid to members whose names appear in the Register of Members as at the close of business hours of 2nd August, 2015 and in respect of shares held in dematerialised form it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

3. performance of subsidiaries/ Associate companies and Firms

a. Gravita Infotech Limited (formerly known as Gravita Exim Limited), India: Gravita Infotech Limited is a wholly-owned subsidiary of the Company. During the year the name of this company changed from Gravita Exim Limited to Gravita Infotech Limited so as to reflect the main business activity of the company. Since inception this subsidiary was engaged in the business of providing comprehensive turnkey solutions for Cost effective Battery Recycling Process & plant with Environment friendly Technology but from F.Y. 2013-14 the company has ventured in the business of Information Technology (IT) Segment for providing facilities related to IT Software and IT Solutions, Web Designing etc. Total revenue of the Company for current financial year stood at Rs. 1.01 Crores resulting in Net Loss of Rs. 1.03 Crores.

b. Gravita Ghana Limited, Ghana: Gravita Ghana Limited is a Wholly-owned Subsidiary of the Company. The subsidiary is engaged in recycling of Lead Acid Battery Scrap for producing Re-melted Lead Ingots, PP Chips etc. It has been awarded with National Award for Export Achievement for its remarkable performance in export of Re-melted Lead Ingots from Ghana. During the year under review this plant produced 2817 MT of Re-melted Lead Ingots and delivered revenue of Rs. 39.16 Crores resulting in Net loss of Rs. 1.75 Crores.

c. Gravita senegal sau, senegal: Gravita Senegal SAU is a step down subsidiary of Gravita India Limited. The subsidiary is engaged in recycling of Lead Acid battery Scrap for producing Re-melted Lead Ingots, PP Chips etc. During the year under review this plant produced 2187 MT of Re-melted Lead Ingots and achieved a turnover of Rs. 30.14 Crores resulting in Net profit of Rs. 0.71 Crores.

d. Gravita Mozambique LDA, Mozambique: Gravita India Limited collectively with its wholly owned subsidiary Gravita Infotech Limited (formerly known as Gravita Exim Limited) holds the entire stake of Gravita Mozambique LDA. This Subsidiary is engaged in the business of Manufacture of Re-melted Lead, Pure Lead, Lead Concentrate & Polypropylene Chips. During the year under review this subsidiary has produced 2310 MT of Re-melted Lead Ingots and achieved a turnover of Rs. 29.68 Crores against Rs. 25.68 Crores in last year and reported a Net profit of Rs. 1.41 Crores during the year.

e. Gravita Global Pte. Ltd, Singapore: Gravita Global Pte. Ltd is a wholly owned subsidiary of the Company and is based at Singapore which is engaged in the trading business of Lead & Lead Products. During the year under review the Company has been able to achieve a turnover of Rs. 50.93 Crores resulting in a Net profit of Rs. 1.72 Crores.

f. Gravita Netherlands B.V., Netherlands: Gravita Netherlands B.V. is a step down subsidiary of Gravita India Limited. It is investment subsidiary of the Company and during the year under review this subsidiary achieved a Total Turnover of Rs. 5.19 Crores out of which 5.02 Crores is derived from Dividend income from other business entities/subsidiaries of Gravita Netherlands B.V. During the year under review this company acquired 40% stake of Navam Lanka Limited, Srilanka from Gravita Infotech Limited.

g. Navam Lanka Ltd, Srilanka: Navam Lanka Limited is a step down subsidiary of Gravita India Limited operating in Sri Lanka for more than a decade. It is the largest producer of Lead Ingots and Polypropylene Chips in Sri Lanka. This subsidiary is engaged in Recycling of Lead Acid Battery Scrap, Polypropylene Chips/Granules & Refining & Alloying of Lead Ingots to produce 99.97% pure Lead and Specific Alloys. During the year under review this subsidiary produced 4528 MT of Re-melted Lead Ingots and Refined Lead Ingots and achieved a Total Turnover of Rs. 58.54 Crores and reported Net Profit after Tax of Rs. 6.23 Crores.

h. M/s Gravita Metals, India: Gravita India Limited along with its wholly owned subsidiary Gravita Infotech Limited (formerly known as Gravita Exim Limited) holds 100% share in this partnership firm. This firm is engaged in Manufacturing of Pure Lead and all kind of Lead Alloys like Antimonial Lead Alloy, Calcium, Selenium, Copper, Tin, Arsenic Lead Alloy etc. The firm is a Gem in the Crown of Gravita India Limited. The performance of firm was spectacular during the year among all business units as topline of the firm stood at Rs. 120.47 Crores and bottom line stood at Rs. 9.52 Crores with production of 7237 MT of Refined Lead and Lead Alloys.

i. M/s Gravita Metal Inc, India: Gravita India Limited along with its wholly owned subsidiary Gravita Infotech Limited (formerly known as Gravita Exim Limited) holds 100% share in this partnership firm. This firm is engaged in Manufacturing of Pure Lead and all kind of Specific Lead Alloys. During the year under review the unit produced 907 MT of Re-melted Lead Ingots and achieved a turnover of Rs. 11.55 Crores resulting in Net Profit of Rs. 1.49 Crores.

j. Gravita Nicaragua S.A., Nicaragua: Gravita Nicaragua S.A. is a step down subsidiary of the Company. This subsidiary procures the available used Lead Acid Batteries in the areas of its operation and caters to the raw material requirement of our Indian plants. During the year under review this subsidiary achieved a turnover of Rs. 7.65 Crores resulting in net loss of Rs. 0.55 Crores.

k. Gravita Trinidad &Tobago Ltd, T&T: Gravita Trinidad & Tobago Ltd is a step down subsidiary of the Company. This subsidiary is engaged in trading activities. During the year under review this subsidiary achieved a turnover of Rs. 1.87 Crores resulting in net loss of Rs. 0.90 Crores.

l. Other subsidiaries

The Company has some other Subsidiaries/Step Subsidiaries which are under process of implementation of projects/commercial production. The details of the same are given below:

* Noble Build Estate Private Limited

* Gravita Jamaica Limited

4. sale/Disinvestment/Winding up/striking off

During the year under review the Company has received approval of Registrar of Companies for Striking off Name of Gravita Energy Limited and Gravita Infra Private Limited, wholly owned subsidiaries of the Company being non-operational since incorporation.

Further the company has also made an application for de-registration of its subsidiary Gravita Trinidad & Tobago Ltd, T&T due to lack of operational ease in T&T.

5. Disclosures under the Companies Act 2013

a) Extract of Annual Return: The detail forming part of extract of annual return is enclosed as Annexure-1.

b) Number of Board Meetings: During the year under review the Board of Directors of the company met 13 (Thirteen) times (including a separate meeting of independent directors on the Board). The details of the board meetings and the attendance of the directors are provided in Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

c) committees of the Board: Details of all the Committees along with their terms of reference, composition and meetings held during the year is provided in the Corporate Governance Report and forms integral part of this report.

d) Directors' Responsibility statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

(ii) They have selected such Accounting Policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit and loss of the company for that period;

(iii) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the Annual Accounts on a Going Concern basis;

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

e) Appointment of Independent Directors: With coming into the force of Companies Act, 2013, the Board appointed all the existing Independent Directors viz. Mr. Dinesh Kumar Govil, Mr. Arun Kumar Gupta and Mr. Yogesh Mohan Kharbanda as Independent Directors under Section 149 of the Companies Act, 2013 for a period of 5 years which was subsequently approved by shareholders of the Company at Annual General Meeting held on 02nd August, 2014. Further, during the year under review as required under Companies Act and Listing Agreement, Mrs. Chanchal Chadha Phadnis has been appointed as Woman Director on the Board of the Company.

The Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Act.

f) Remuneration Policy: The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy are approved by the Nomination & Remuneration Committee and the Board. More details on the same are given in the Corporate Governance Report which forms part of Annual Report 2014-15.

g) Board Evaluation: Pursuant to the provisions of the Companies Act , 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Compensation Committee and Stakeholders Grievance Committee. The Performance of the Board is evaluated by each individual Director as well as collectively by the Board on the Annual Basis towards the end of the Financial Year. The Board performance is evaluated on the basis of number of Board and Committee meetings attended by individual director, participation of director in the affairs of the company, duties performed by each director and targets achieved by company during the year. The Board further discusses the areas where the performance is not up to the desired level.

h) Internal Financial Controls: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

i) Related Party Transactions: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is available on the Company's website Form No. AOC-2 carrying relevant details about related party transactions of the Company is attached as Annexure-2.

j) Corporate Social Responsibility (CSR): The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The details about committee composition and terms of reference of committee are given in Corporate Governance Report and forms integral part of this report. A 'CSR Report' on activities undertaken by the Company and amount spent on them is attached as Annexure-3.

k) Risk Management: The Company has developed a very comprehensive risk management policy under which all key risks and mitigation plans are compiled into a Risk Matrix. The same is reviewed quarterly by senior management and periodically also by the Board of Directors. The Risk Matrix contains the Company's assessment of impact and probability of each significant risk and mitigation steps taken or planned. For a detailed risk management policy please refer the website link http://www.gravitaindia. com/wp-content/uploads/pdf/risk-management- policy.pdf.

l) Material changes and commitments Affecting Financial Position of the company: No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

6. Corporate Governance

Corporate governance is a continuous process at Gravita India Limited. It is about commitment to values and ethical business conduct. Systems, policies and frameworks are regularly upgraded to effectively meet the challenges of rapid growth in a dynamic external business environment.

Being a Listed Corporate entity, our Company is committed to sound corporate practices based on conscience, openness, fairness, professionalism and accountability paving the way in building confidence among all its stakeholders for achieving sustainable long term growth and profitability.

A detailed Corporate Governance Report and a certificate from M/s P. Pincha & Associates, Practicing Company Secretaries, Jaipur regarding compliance with conditions of Corporate Governance as required under Clause 49 of the Listing Agreement are attached and forms an integral part of this report. Certificate of the CEO/CFO, inter alia, confirming the correctness of the Financial Statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached and forms an integral part of this report.

7. Statutory Auditor

At the Annual General Meeting of the Company held on 02nd August, 2014, M/s Deloitte Haskins & Sells, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 27th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, based on recommendation of Audit Committee and Board of Directors, the appointment of M/s Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Further there are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self- explanatory, and needs no further explanation.

8. Cost Auditor

The Audit Committee and Board of Directors of the Company have appointed M/s K.G. Goyal & Associates, Cost Accountants having firm registration no. 000024 as Cost Auditors for conducting the audit of Cost Records maintained by the company for the Financial Year 2015-16. The Cost Audit report for the F.Y. 2013-14 was filed with Registrar of Companies (Central Government) on 05th September, 2014 while the due date for filing of Cost Audit Report for F.Y 2013-14 was 27th September, 2014. There are no qualifications or adverse remarks in the Cost Audit Report which require any clarification/ explanation.

9. Particulars of Loans given, Investments made, Guarantees given and securities provided (Reference section 134 and 186(4))

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided herein below:

S. Name of Person Nature (Loan / Guarantee/ No. / Body Corporate Security / Acquisition)

1 M/s Gravita Investment in Subsidiary Firm Infotech (Purchase of Shareholding)

2 M/s Gravita Corporate Guarantee Metals

3 M/s Gravita Corporate Guarantee Metal Inc

S. Name of Person Particulars of Loan Purpose for which No. / Body Corporate given / Investment made the loan or or Guarantee made guarantee or security is proposed to be utilised by the recipient

1 M/s Gravita Rs. 98,000/- towards Acquiring Stake in Infotech purchase of 49% of stake Partnership firm

2 M/s Gravita For securing Credit For Business Metals Limits amounting to Purposes of the firm Rs. 24.75 Crores Granted to M/s Gravita Metals

3 M/s Gravita For securing Credit For Business Metal Inc Limits amounting to Purposes of the firm Rs. 5.72 Crores granted to M/s Gravita Metals

10. Secretarial Auditor And Secretarial Audit Report

The Board has appointed M/s P. Pincha& Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act 2013. The Report of Secretarial Auditor is annexed with this report as Annexure-4. The Report does not contain any qualification.

11. Insider Trading Prevention Code

Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy for prohibition of Insider Trading in Equity Shares of Gravita India Limited to preserve the confidentiality and to prevent misuse of unpublished price sensitive information. The Company Secretary has been designated as the Compliance Officer. It has also been posted on the website of the Company www.gravitaindia.com.

12. Energy Conservation

A detailed statement on Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014, forms part of this Report.

13. Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided hereunder. Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure-5.

14. Appointment of Directors & KMP's

* Mrs. Chanchal Chadha Phadnis:During the year under review Mrs. Chanchal Chadha Phadnis has been appointed as an Additional Director (Independent) under Section 161 of the Companies Act, 2013 w.e.f. 24th March, 2015.

Mrs. Phadnis is a retired officer from State Bank of India and holds a Master's Degree in zoology and MBA Finance. She is having experience of 36 years in various managerial activities.

As an Additional Director, Mrs. Phadnis shall hold office up to the date of the ensuing Annual General Meeting. The company has received a notice as per the provisions of Section 160(1) the Companies Act, 2013, from a member proposing her appointment as Director. The Board of Directors therefore recommends her appointment subject to the approval of shareholders at ensuing Annual General Meeting.

* Mr Sunil Kansal: During the year under review Mr. Sunil kansal has been appointed as Chief Financial Officer (CFO) of the company w.e.f. 31st March, 2015 pursuant to Section 203 of Companies Act, 2013 read with Listing Agreement.

Mr kansal is associated with the Company since 2008 with present designation of Sr. General Manager (Finance & Accounts). Considering the qualification and nature of duties being carried out by Mr. kansal, the Nomination & Remuneration Committee of the Board proposed the appointment of Mr. kansal as CFO of the Company which was subsequently ratified by Board of Directors in their meeting held on 24th March, 2015.

Further Mr. Rajeev Surana, Whole time director shall be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

15. Consolidated Financial Statements and Cash Flow Statement

As required under Clause 32 of the Listing Agreement and Companies Act, 2013, the Consolidated Financial Statements of the Company have been prepared in accordance with the requirements of Accounting Standards issued by 'The Institute of Chartered Accountants of India'. The Audited Consolidated Financial Statements together with Auditors' Report thereon forms part of the Annual Report.

16. Disclosures Regarding Esops

The Compensation Committee of the Board of Directors of the Company administers and monitors the Employees' Stock Option Scheme of the Company in accordance with the prescribed SEBI Guidelines'. The applicable disclosures as stipulated under the SEBI Guidelines as on 31 March, 2015 with regard to the Employees' Stock Option Scheme are provided hereunder. The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with SEBI Guidelines and the resolution passed by the shareholders. The certificate would be placed at the Annual General Meeting for inspection by members.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31st March, 2015 with regard to the Employees' Stock Option Scheme (ESOS) are provided hereunder:

Sr. Particulars 1st Grant 2nd Grant 3rd Grant No. (Effective (Effective (Effective date being date being date being 1st October, 5th July, 1st July, 2011) 2012) 2013) a) Options granted 400380 31000 368500

b) The pricing formula Rs. 2/- Rs. 2/- Rs. 2/- per share per share per share

c) Options vested 133080 8250 17675

d) Options exercised 129153 8250 17175

e) The total number of shares arising as a result of 129153 8250 17175 exercise of option

f) Options lapsed 214255 3500 53000

g) Variation of terms of options Nil Nil Nil

h) Money realised by exercise of options Rs. 2,58,306 Rs. 16,500 Rs. 34,350

i) Total number of options in force 186125* 27500** 315500

j) Employee wise details of options granted to-

Senior Managerial Personnel:

Naveen Prakash Sharma 22500 35000

Sandeep Chaudhary 15000 - 20000

Krishan Gopal Gupta 17500 - 17500

Sunil Kansal 17500 - 17500 Kamal Singh 17500 - 17500

V S Tanwar 25000 - 20000

Yogesh Malhotra - 22500 26000

Sanjay Singh Baid - - 20000

Vijay Pareek - - 20000

Any other employee who receives a grant in any one year of option amounting to Nil Nil Nil 5% or more of option granted during the year

Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued Nil Nil Nil capital (excluding outstanding warrants and conversions) of the company at the time of grant

k) Diluted Earnings Per Share(EPS) pursuant to issue of shares on exercise of option calculated in accordance with [Accounting Standard 20 'Earnings Per Share']

l) Method of Calculation of Employee Compensation Cost The employee compensation cost has been calculated using the intrinsic value method of accounting for Options issued under the Company's Employee Stock Option Scheme. The employee compensation cost as per the intrinsic value method for the financial year 2014-15 is Rs. 25.51 Lacs

m) Difference between the employee compensation cost so computed by intrinsic value method and the employee compensation cost that shall have been Rs. 8.40 Lacs recognised if it had used the fair value of the options (in Lacs)

n) The impact of this difference on profits and on Earnings Per Share of the Company.

The effect on the profits and earnings per share, had the fair value method been adopted, is presented below: (Rs. In Lacs)

Profit after Tax as reported 511.22

Add: Intrinsic Value Compensation Cost 25.51

Less: Fair Value Compensation Cost 33.91

(Binomial Pricing Model)

Adjusted Profit 502.82

Earnings Per Share Basic (Rs.) Diluted (Rs.)

As reported 0.75 0.75

As adjusted 0.74 0.73

o) Weighted-average Exercise price granted during April Rs. 2/- 2013 to March 2014

Weighted-average Exercise price granted during April Rs. 2/- 2014 to March, 2015

Weighted-average fair value of options Rs. 47.40 outstanding as on 31st March 2014

Weighted-average fair value of options Rs. 47.38 outstanding as on 31st March, 2015 A description of the method and significant assumptions used during the year to estimate the Binomial Pricing Model fair values of options, including the following weighted-average information:

Risk-free interest rate 7.85%

Expected life (in years) 2.58

Expected volatility 70.63%

Expected dividends N.A.

p) The price of the underlying share in market at the time of Rs. 76.95 Rs. 176.20 Rs. 21.45 option grant

* This is total number of live options of First Grant. Of it 129153 options have been exercised till the end of F.Y. 2014-15.

** This is total number of live options of Second Grant. Of it 8250 options have been exercised during the year.

17. Listing of Equity Shares

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd (BSE Ltd) and National Stock Exchange (NSE) and the Listing fees for the Financial Year 2015-16 has been duly paid.

18. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

19. Fixed Deposit

The Company has not accepted any Fixed Deposits from public, shareholders or employees during the year under report.

20. share capital

The Company has made allotment of 79412 Equity Shares of Rs. 2/- each to the Employees of the Company and its subsidiaries upon exercise of an equal number of stock options granted to them pursuant to the Stock Option Scheme of the Company. In view of the above allotment, the outstanding shares of the Company during the year has increased from 6,81,75,166 equity shares of Rs. 2/- each to 6,82,54,578 equity shares of Rs. 2/- each.

21. Miscellaneous

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

* Details relating to deposits covered under Chapter V of the Act.

* Issue of equity shares with differential rights as to dividend, voting or otherwise.

* Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP's referred to in this Report.

* Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

* No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

22. Acknowledgement

The results of an organisation are great reflective of the efforts put in by the people who work for/ with the company. The Directors fully recognise the contribution made by the employees of the company and all stakeholders for successful operations of the company. The Directors also place on record their appreciation for the sincere cooperation and assistance of Government Authorities, Customers, Suppliers, BSE, NSE, CDSL, NSDL, Bankers, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals / bodies.

For and on behalf of the Board

Sd/- Sd/- (Rajat Agrawal) (Rajeev Surana) Date: 23rd May, 2015 Managing Director Whole-time Director Place: Jaipur DIN: 00855284 DIN: 1374077


Mar 31, 2013

The Directors are delighted to present the 21st Annual Report together with the audited accounts of your Company for the financial year ended 31st March, 2013

Financial Highlights

The Consolidated audited financial results of the Company for the year ended March 31st, 2013 are summarized below:

(Rs.In Crores)

Particulars 2012-13 2011-12

Total Income 402.27 272.88

Total Expenditure 367.55 249.86

Profit Before Interest, Depreciation and Tax (PBIT) 34.72 23.02

Less: Interest 5.58 1.90

Less: Depreciation 2.19 1.52

Profit Before Tax 26.95 19.60

Exceptional Items 0.34 (1.12)

Profit from Ordinary Activities before Tax 27.29 18.48

Prior Period Items 0.00 0.03

Less: Provision for Taxation Including Deferred Tax 3.79 3.27

Profit After Tax (PAT) 23.50 15.24

Share in Profit of Associates 0.00 0.52

Less: Minority Share in Profit & Loss 4.46 0.73

Profit Available for Appropriation 19.04 15.04

APPROPRIATION:

Anterim dividend 3.41 1.36

Corporate tax on Interim dividend 0.55 0.22

Transfer from Capital Reserve on Consolidation 6.94 (0.13)

Transfer to General Reserve 1.80 0.78

Proposed for Dividend 2.04 4.09

Corporate tax on Dividend 0.35 0.66

Balance Carried to Balance Sheet 3.95 8.06

Previous year figures have been re-grouped and re arranged wherever considered necessary.

1. State of Company''s Affairs

The global economic scenario in FY 2012-13 continued to be fraught with challenges. Major economies witnessed slower growth. As the year progressed, business environment remained difficult and operating in such a testing environment proved challenging. FY 2012-13 proved to be full of global economic uncertainties and disturbances in many parts of the world. Despite these constraints and challenging environment, the Company performed rationally well and the highlights of the performance are as under

Consolidated Results:

- Consolidated Total Revenue increased to " 402.27 Crores evince an ambitious increase of 47% against the corresponding figure of previous year of " 272.88 Crores

- The Operating Profit before Interest, Depreciation and Tax stood at " 34.72 Crores in financial year 2012-13 as compared to " 23.02 Crores in previous financial year.

- Net Profit after Tax at " 19.04 Crores present substantial ncrease of 27% over the previous year Net Profit after Tax of

15.04 Crores.

- The Earning Per Share of the Company stood at" 2.79 per share having face value of " 2 each

- The Net Worth of the Company at" 99.39 Crores raised by 15% over the corresponding figure of previous year

- The Total Assets of the Company accounted at " 216.08 Crores against Total Assets for previous year at 165.50 Crores

Standalone Results:

- Total Revenue increased to " 262.81 Crores evince an ambitious increase of 27% against the corresponding figure of previous year of " 206.62 Crores

- The Operating Profit before Interest, Depreciation and Tax stood at " 18.23 Crores in financial year 2012-13 as compared to " 11.69 Crores in previous financial year.

- Net Profit after Tax at" 17.97 Crores depicting substantial ncrease of 130% over the previous year Net Profit after Tax of" 7.82 Crores

- The Earning Per Share of the Company stood at" 2.64 per share having face value of " 2 each

- The Net Worth of the Company at" 77.20 Crores raised by 19% over the corresponding figure of previous year.

- The Total Assets of the Company accounted at " 162.16 Crores against Total Assets for previous year at" 123.38 Crores

2. Dividend

The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend is linked to long term growth objectives of the Company.

During the Year, the Company''s Board of Directors approved the payment of 1st Interim Dividend @ 10% (" 0.20 per equity share) and 2nd Interim Dividend @15 % (" 0.30 per equity share) respectively making the total payout of interim dividend @ 25 % amounting to " 3.41 Crores

Further, the Board has recommended payment of Final Dividend @ 15 % (" 0.30 per equity share ) amounting to 2.04 Crores. With this the total payout of dividend for the year 2012-13 will be 40% amounting to " 5.45 Crores. The dividend will be paid to members whose names appear in the Register of Members as at the close of business hours on 23rd July, 2013 and in respect of shares held in dematerialized form it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

3. Performance of Subsidiaries/ Associate Companies and Firms

a. Gravita Exim Ltd, India: Gravita Exim Ltd is a wholly-owned subsidiary of the Company. This subsidiary was engaged in the business of providing comprehensive Turnkey Solutions for Cost Effective Battery Recycling Process & Plant with Environment-Friendly Technology till 2012. Since inception the company has supplied 44 recycling plants around 37 countries globally. However, during the year under review the Company switched to the business of trading of various kind of commodities. From this new business, the company achieved a turnover of " 15.07 Crores during the current year. However, there was a Loss amounting to " 0.84 Crores on account of trading of Heavy Metal Scrap (HMS) and diversification of business activities of the Company into trading of various commodities. During the year Gravita Exim Limited acquired 358475 shares having face value of LKR 100 each equivalent to 40% of the total paid up capital of Navam Lanka Limited from its Parent Company Gravita India Limited

b. Gravita Ghana Ltd, Ghana: Gravita Ghana Ltd is wholly -owned subsidiary of the Company. The subsidiary is engaged in recycling of Lead Acid Battery Scrap for producing Re-melted Lead Ingots, PP Chips etc. During the year under review the volume of production of Re-melted Lead Ingots was 2,961 MT as against 2,403 MT during the Previous Year This subsidiary achieved a turnover of Rs. 30.88 Crores as against Rs. 27.04 Crores for previous year. The Profit after Tax of the Unit amounted to Rs. 0.63 Crores which is comparatively low from previous year. Lack of easy availability of Raw Materials and increased cost of production contributed to declining profit margins. Going forward, the company will continue its focus on plant optimization through initiatives such as Raw Material Planning and stringent cost control measures.

c. Gravita Senegal SAU, Senegal: Gravita Senegal SAU is a step down subsidiary of Gravita India Ltd. This subsidiary is engaged in the business of re-melting and recycling of Lead Scrap. During the Year under review this subsidiary produced 3,366 MT of Remelted Lead Ingots as against 2,383 MT during the previous year and achieved a turnover of Rs. 36.72 Crores and Profit after Tax amounted to Rs. 5.49 Crores depicting a tremendous increase of 106 % as against previous year profits. Further, as a part of Strategic Corporate Restructuring, Gravita India Limited transferred its complete equity stake in Gravita Senegal SAU to its step down subsidiary Gravita Netherlands BV, Netherlands.

d. Gravita Mozambique LDA, Mozambique: Gravita India Limited collectively with Its Wholly owned subsidiary Gravita Exim Limited holds the entire stake of Gravita Mozambique LDA. During the Year under review this subsidiary has produced 1,702 MT of Remelted Lead Ingots as against 894 MT during previous year depicting 90% increase in production, and achieved a turnover of Rs. 19.95 Crores coupled with a Profit after Tax of Rs. 0.21 Crores.

e. Gravita Global Pte Ltd, Singapore:

The Company incorporated a wholly owned subsidiary named as Gravita Global Pte. Ltd in Singapore and during the year invested a sum of USD 1295000. The subsidiary will be the global subsidiary of the Company and as per strategic restructuring plan of Company all other overseas subsidiaries will come under this global subsidiary. The trading operations of this subsidiary are anticipated to commence by this year.

f. Gravita Netherlands B.V., Netherlands: The Company has also set up a step subsidiary named as Gravita Netherlands B V, Netherlands under its wholly owned subsidiary Gravita Global Pte Ltd in May 2012 to re-structure and consolidate its holding in overseas subsidiaries. As a part of restructuring this subsidiary acquired 100% holding of Gravita Senegal S.A.U and 12% stake in Navam Lanka Limited. Further this subsidiary also incorporated two new subsidiaries viz. Gravita Trinidad and Tobago Ltd, Port of Spain and Gravita Nicaragua S.A. Nicaragua,

g. Navam Lanka Ltd, Srilanka: Navam Lanka Limited is engaged in Recycling of Lead Acid Battery Scrap, Lead Scrap Smelting of Lead Concentrate to produce Re-melted Lead Ingots & Polypropylene Chips / Granules. It is the largest producer of Lead Ingots and Polypropylene Chips in Sri Lanka. Gravita India Limited holds 52% of stake in Navam Lanka Ltd, Srilanka through its subsidiaries i.e. Gravita Exim Limited (40%) and Gravita Netherlands B.V., Netherlands (12%). During the year under review the performance of this subsidiary was phenomenal. It produced 3,762 MT of Remelted Lead Ingots comparative to 2,138 MT in previous year and achieved a total turnover of Rs. 56.60 Crores as compared to Rs. 21.12 Crores coupled with Net Profit after Tax of Rs. 7.22 Crores as compared to Rs. 2.17 Crores of previous year which is almost three times higher from previous year.

h. M/s Gravita Metals, India: Gravita India Limited holds 95% share in the partnership firm M/s Gravita Metals, Jammu. The balance share of 5% is held by its subsidiary Gravita Exim Ltd. During the period under review the Company has availed increased credit limits from Rs. 10.75 Crores to Rs. 22.75 Crores from J&K Bank, Gangyal, Jammu and accordingly the Company has also provided Corporate Guarantee for the extended credit facilities of Rs. 22.75 Crores. The year-end performance of the Unit has been spectacular with production of 8,049 MT depicting an increase of 88% in production of Refined Lead/ Lead Alloys resulting in a turnover of Rs. 111.37 Crores and Profit after Tax of Rs. 8.25 Crores.

i. M/s Gravita Metal Inc, India: The Company along with its subsidiary Gravita Exim Limited holds 100% share in this Partnership firm also with same ratio of profit sharing i.e. 95:5. During the year under review the Unit achieved

a total turnover of " 6.78 Crores with Net Profit of " 0.42 Crores. Further, during the period under review the Company has extended a Corporate Guarantee in favor of J&K Bank, Gangyal, Jammu against the credit limits amounting to " 5 Crores sanctioned to the firm by the said Bank.

j. M/s Gravita Technomech, India: The Company established this Unit in the year 2010-11 in Mahindra Special Economic Zone at Jaipur. The unit is engaged in manufacturing and supply of Plant & Machinery on turnkey basis. During the year under review this Unit executed 8 Turnkey projects and contributed a Turnover of " 9.70 Crores with a PAT of " 2.19 Crores. This Unit is having 3 projects under execution

4. Other Subsidiaries

The Company has some other subsidiaries which have not yet started their commercial production. The details of the same are given hereunder:

- Gravita Energy Limited

- Gravita Infra Private Limited

- Noble Build Estate Private Limited

5. Sale/Disinvestments/winding up/striking off

During the period under review, the Company diluted its entire stake of 33.33% from Gravita Honduras S.A. The Company decided to disinvest from its honduras venture for want of sufficient availability of raw material, high labour cost and constant decline in profit margins

Further the company has also made an application to Registrar of Companies, Jaipur for striking off the name of its subsidiary Gravita Technomech LLP, it being non-operational since incorporation

6. Expansion / Diversification

During the period under review, the Company incorporated two new manufacturing entities namely Gravita Nicaragua S.A., Nicaragua and Gravita Trinidad and Tobago Ltd., Port of Spain

Further Gravita India Limited along with its Wholly Owned Subsidiary, Gravita Exim Limited has acquired 100% stake in Noble Build Estate Private Limited, Jaipur.

Furthermore the Company has increased its installed capacity by installing an additional plant at its manufacturing plant at

Phagi (Jaipur).

The Company has also established a new manufacturing unit in Bhuj, Gujarat so as to enhance its working capacity.

7. Finance

The Company is expanding its business globally and to meet its Working Capital requirement Company needs to infuse funds to carry out its operations efficiently and in smooth manner. During the year under review, the Company has enhanced its Working Capital Limits, and changed its existing bankers from Punjab National Bank to State Bank of India. The credit limit of company has increased from Rs. 35 Crores to Rs. 43 Crores. In addition, the Company is already availing credit facilities of Rs. 15 Crores from IDBI Bank Ltd also. A Consortium between SBI and IDBI is about to be entered shortly.

Further, during the year under review the Company provided Corporate Guarantee in favour of J&K Bank, Jammu for securing Credit Facilities of Rs. 5 crore availed by M/s Gravita Metal Inc, Kathua a subsidiary firm of the Company. The Company has also provided its Corporate Guarantee for Rs. 22.75 Crores in favour of J&K Bank, Jammu for securing Credit facility of Rs. 22.75 Crores availed by subsidiary firm M/s Gravita Metals, Jammu.

8. Reserves

In compliance of Section 205A (2A) of the Companies Act, 1956 and in accordance with the Companies (Transfer of Profits to Reserves) Rules, 1975, it is proposed to carry an amount of Rs. 1.80 Crores to the General Reserve Account.

9. Management Discussion and Analysis Report

Management Discussion and Analysis Report forming part of Director''s Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange (s), is presented in separate section forming part of Annual report. The report provides strategic direction and a more detailed analysis on the performance of the Company and its Outlook.

10. Auditors'' report

The qualifications/observations and comments given in the report of the Auditors read together with notes to accounts are self explanatory and explained / clarified wherever necessary, hence no further information and explanation is required under Section 217(3) of the Companies Act, 1956.

11. Auditors

M/s Rajvanshi & Associates, Chartered Accountants, existing Statutory Auditors will retire at the conclusion of the ensuing Annual General Meeting and have expressed their unwillingness to their re-appointment as Statutory Auditors of the Company for the Financial Year 2013-14.

Accordingly, the Audit Committee and the Board of Directors of the company have recommended the appointment of M/s Deloitte Haskin and Sells, Chartered Accountants, Delhi as Statutory Auditors of the Company for the Financial Year 2013-14. The Company has received a certificate from M/s Deloitte Haskin and Sells, Chartered Accountants to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the Companies Act, 1956.

12. Cost Auditor

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board has appointed M/s HMVN & Associates, as the Cost Auditor of your Company for the financial year 2013-14 to conduct the audit of the cost records of the Company. They were also the cost auditor for the previous year ended 31st March, 2013. The cost audit report is required to be filed within 180 days from end of financial year.

13. Share Capital

The Company has made Allotment of 27552 Equity Shares of Rs. 2 each to the Employees of the Company and its subsidiaries upon exercise of an equal number of stock options granted to them pursuant to the Stock Option Scheme of the Company.

In view of the above allotment, the outstanding shares of the Company during the year has increased from 6,81,00,000 equity shares of Rs. 2 each to 6,81,27,552 equity shares of Rs. 2 each.

14. Directors

Mr. Dinesh Kumar Govil, Director of the Company, retires from the Board by rotation and being eligible offer himself for re-appointment.

Further Mr. Rajat Agrawal , Managing Director and Mr. Rajeev Surana, Whole-time Director of the Company have been re-appointed for a further period of 3 Years w.e.f 26.09.2012.

A brief Resume of Mr. Dinesh Kumar Govil, Mr. Rajat Agrawal and Mr. Rajeev Surana along with the additional information required under Clause 49 (IV) (G) of the Listing Agreement, is given in the notes to the Notice of the ensuing Annual General Meeting.

15. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

ii) They have selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit and loss of the Company for that period;

iii) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) They have prepared the Annual Accounts on a Going Concern basis.

16. Subsidiary Companies

The Ministry of Corporate Affairs, Government of India has vide Circular No. 2/2011 dated 8th February, 2011 granted general exemption subject to fulfillment of certain conditions from attaching the Balance Sheet of the Subsidiaries to the Balance Sheet of the Company without making an application for exemption. Accordingly, the Balance Sheet, the Statement of Profit and Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. Financial information of the Subsidiary Companies is disclosed in the Annual Report under Statement pursuant to Section 212 of the Companies Act, 1956.

The Consolidated Financial Statements of the Company and its Subsidiaries prepared in accordance with Accounting Standard (AS) 21 issued by the Institute of Chartered Accountants of India (ICAI) forms a part of the Annual Report.

17. Listing Fees

The Shares of the Company are listed on the National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Limited (BSE) and the Listing Fee for the Year 2013-14 has been duly paid.

18. Fixed Deposit

The Company has not accepted any Fixed Deposits from public, shareholders or employees during the year under report.

19. Corporate Governance

The Company has vigorously striven to follow the best Corporate Governance practices aimed at building trust among the key stakeholders, shareholders, employees, customers, suppliers and other stakeholders on four key elements of corporate governance - transparency, fairness, disclosure and accountability.

The Compliance Report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached and forms part of this report. Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company‘s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the Corporate Governance Report and forms part of this report.

20. Particulars of Employees

The Company did not have any employee drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, and therefore no particulars are required to be furnished.

21. Disclosures regarding ESOPs

The members of the Company at its Annual General Meeting held on 27th July 2011 had approved the issue of Stock Options to eligible employees/directors of the Company and its subsidiaries. Accordingly, the Board at their meeting held on 10th August 2011 approved the "Gravita ESOP 2011” Scheme. The Compensation Committee formed to govern the Gravita ESOP 2011 Scheme approved first grant of options to eligible employees/directors of the Company on 23rd September 2011 effective from 1st October 2011. The Committee approved second grant of Options to eligible employees on 5th July, 2012. The details of ESOPs pursuant to clause 12 of SEBI (ESOP & ESPS) Guidelines, 1999 are disclosed hereunder:

Disclosure regarding Grants under Gravita Employees Stock Option Plan 2011

Sr. Particulars First Grant (Effective date 2nd Grant (Effective date No. being 1st October, 2011) being 5th July, 2012)

a) Options granted 400380 31000

b) The pricing formula Rs. 2/- per share* Rs. 2/- per share

c) Options vested 28446 Nil

d) Options exercised 27552 Nil

e) The total number of shares arising as a result of 27552 Nil exercise of option

f) Options lapsed 162910 3500

g) Variation of terms of options Nil Nil

h) Money realized by exercise of options 55104 Nil

- Any other employee who receives a grant in any Nil Nil one year of option amounting to 5% or more of

option granted during the year

- Identified employees who were granted option, Nil Nil during any one year, equal to or exceeding 1% of the

issued capital (excluding outstanding warrants and conversions) of the company at the time of grant

k) Diluted Earnings Per Share(EPS) pursuant to issue of 2.63 2.63

shares on exercise of option calculated in accordance with Accounting Standard 20 ‘Earnings Per Share''

) -The price of the underlying share in market at the " 76.95 ## -176.20 time of option grant.

* on 23rd September 2011 the options under first grant were issued against 1 share of "10/- each. Subsequently in May 2012, the shares of the Company were sub-divided from 1 share of " 10 each to 5 shares of " 2 each. Accordingly all the number of options of first grant have been adjusted by multiplying them by 5.

** This is total no of live options. Of it 27552 options have been exercised during the year

## The market price of share has been divided by 5 consequent to sub division of shares

22. Energy Conservation, Technology Absorption and Foreign Exchange Earnings

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as Annexure to the Directors'' Report.

23. Consolidated Financial Statements and Cash Flow Statement

As stipulated by Clause 32 of the Listing Agreement, the Consolidated Financial Statements were prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditor''s Report thereof form part of the Annual Report.

24. Insider Trading Prevention Code

The Company has adopted a Code of Conduct and Insider Trading Code for its senior management, designated employees including the Board of Directors. The Insider

Trading Code was amended during the year and the revised Code widens the coverage of definition of ‘Insider'' coupled with addition of more definitions and change in limits of pre-dealing approvals, whilst retaining the ethos of the Gravita brand and reputation. Both these codes are available on the Company''s website.

25. Note of Appreciation

The Directors express their appreciation for the sincere cooperation and assistance of Government authorities, bankers, customers and suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders. For and on behalf of the Board

(Rajat Agrawal) (Rajeev Surana) Managing Director Whole Time Director


Mar 31, 2012

The Directors have pleasure in submitting the 20th Annual Report together with the audited statement of accounts of your Company for the financial year ended 31st March 2012.

Financial highlights

The consolidated audited financial results of the Company for the year ended 31st March 2012 are summarised below:

(Rs In crore)

Particulars 2011-12 2010-11

Total Income 272.88 256.85

Total Expenditure 249.86 234.40

Profit Before Interest, Depreciation and Tax (PBIT) 23.02 22.45

Less: Interest 1.90 1.56

Less: Depreciation 1.52 1.16

Profit Before Tax 19.60 19.73

Exceptional Items (1.08) (0.51)

Profit from Ordinary Activities before Tax 18.52 19.22

Less: Provision of Taxation Including deferred Tax 3.27 4.84

Profit After Tax (PAT) 15.25 14.38

Share in Profit of Associates 0.52 0.42

Minority Share in Profit & Loss (0.73) (0.05)

Profit Available for Appropriation 15.04 14.75

APPROPRIATION:

Interim dividend 1.36 -

Corporate tax on Interim dividend 0.22 -

Transfer from Capital reserve on Consolidation (0.13) (0.15)

Transfer to General reserve 0.78 0.97

Proposed for Dividend 4.09 5.45

Corporate tax on Dividend 0.66 0.90

Balance Carried to Balance Sheet 8.06 7.58

Previous year figures have been re-grouped and re-arranged wherever considered necessary.

1. State of the Company's affairs

The year 2011-12 was an exceptional year for the Lead market. Despite high fluctuations in the LME prices of Lead coupled with steep cost inflation, especially towards the end of the year, your Company was able to achieve a consolidated total revenue of Rs272.88 crore as against Rs256.85 crore of the corresponding figure of previous year. Further, during the year under review, the consolidated turnover of the Company at Rs263.72 crore witnessed an increase of 4% over the previous years figure of Rs253.63 crore.

The Company earned an Operating Profit Before Interest, Depreciation and Tax of Rs23.02 crore in the current financial year as compared with Rs22.45 crore in the previous financial year. However, the Company earned a Net Profit After Tax of Rs15.04 crore with a marginal increase of 2% over the previous years Net Profit After Tax of Rs14.75 crore.

On standalone basis, the Company achieved Net Sales of Rs200.42 crore in 2011-12 against Rs195.38 crore in 2010-11. Additionally, the standalone Profit After Tax is Rs7.82 crore with a 20% decrease as compared with the previous year. The decline in profit is due to increased Employee Cost on account of Employee Stock Option Plan and high raw material costs, strong dollar prices as compared with the rupee. Further, some new projects were established in the year under review, the production/returns whereof will start emanating in the forthcoming years. The provision for tax reduced as compared with the last year due to better tax planning by investing in tax- efficient zones.

2. Dividend

Your Company has a consistent track-record of dividend payment. Earlier this year, the Company's Board of Directors approved the payment of an interim dividend of 10% per equity share (Rs1/- per equity share) amounting to Rs1.36 crore.

Further, the Board recommended the payment of final dividend of Rs0.60 per equity share (i.e. 30% of the face value of Rs2/- per share) amounting to Rs4.08 crore. The final dividend, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 1956.

With this, the total dividend payment for 2011-12 will be 40% of the face value amounting to Rs5.44 crore.

3. Performance of Subsidiaries/Associate Companies and Firms

During the year under review, the performance of the Company's subsidiaries and associates is summarised as under:

a. Gravita Exim Ltd., India: Gravita Exim Ltd is a wholly- owned subsidiary of the Company. This subsidiary provides turnkey solutions for Lead recycling, refining/alloying and oxide plants. It already supplied 44 plants in 32 countries globally. During the year under review, this Company achieved a turnover of Rs5.19 crore. However, there was a loss amounting to Rs0.82 crore owing to the Company,s diversified business activities into trading various commodities.

b. Gravita Ghana Ltd., Ghana: Gravita Ghana Ltd is wholly- owned subsidiary of the Company. During the year under review, the subsidiary produced 2404 MT of Remelted Lead ingots and achieved a turnover of Rs27.04 crore and profit after tax of the unit amounted to Rs4.62 crore. Further, the Company has committed to provide a loan of USD 1.95 million to Gravita Ghana Ltd for capital expenditure and working capital requirements of the said subsidiary during the current fiscal.

c. Gravita Senegal SAU, Senegal: Gravita Senegal SAU is also a wholly-owned subsidiary of Gravita India Ltd. During the year under review, this Company produced 2,385 MT of Remelted Lead ingots and achieved a turnover of Rs32.30 crore and Profit After Tax amounted to Rs2.67 crore. Further, the Company committed to provide a loan of USD 1.40 million to Gravita Senegal SAU for capital expenditure and working capital requirements of the said subsidiary. During the year under review, this Company increased its annual installed capacity from 1,800 MTPA to 3,800 MTPA by installing additional Plant and Machinery and other equipment.

d. Gravita Mozambique LDA, Mozambique: Gravita Mozambique LDA is a wholly-owned subsidiary of the Company, with a 96.38% stake by Gravita India Ltd and 3.62% stake of Gravita Exim Ltd. During the year under review, this Company increased its annual installed capacity from 1,800 MTPA to 3,800 MTPA by installing additional Plant and Machinery and other equipment. Further, the said subsidiary shifted its plant and operations to a free zone area, thereby enjoying various fiscal benefits. During the year under review, this subsidiary produced 894 MT of Remelted Lead ingots and achieved a turnover of Rs12.55 crore coupled with a Profit After Tax of Rs0.61 crore.

e. Gravita Global Pte Ltd, Singapore: During the year under review, your Company incorporated a wholly-owned subsidiary Gravita Global Pte Ltd, in Singapore for wholesale trade and investments. This subsidiary will commence its operations in the current year.

f. Gravita Netherlands B.V., Netherlands: The Company set- up a step subsidiary named Gravita Netherlands B V under its subsidiary Gravita Global Pte Ltd in Amsterdam, Netherlands, in May 2012 to restructure and consolidate its holding in overseas subsidiaries.

g. Gravita Honduras S.A., Honduras: Gravita India holds a 33.33% stake in Gravita Honduras S.A. This unit started its commercial production in August 2011. During the year under review, this unit produced 956 MT of Remelted Lead ingots. The unit's total turnover for the period under review was Rs8.56 crore with a loss of Rs1.00 crore.

h. Navam Lanka Ltd., Srilanka: Gravita India holds 40% of stake in Navam Lanka Ltd, Sri Lanka. During the year under review, this associate unit produced 2,148 MT of Remelted Lead ingots and achieved a total turnover of Rs21.12 crore as compared with Rs25.79 crore in the previous year. Net Profit After Tax amounted to Rs2.17 crore compared with the corresponding figure of the previous year amounting to Rs2.41 crore. The marginal decrease in Profit After Tax was on account of a ban on exporting Lead ingots from Sri Lanka by the Ministry of Industry, Sri Lanka in October 2011. However, the said ban was lifted by the Government of Sri Lanka vide their decision dated 9th May 2012. However, a gazette notification towards the same is yet to come. The outlook for the current year is promising.

Further, the step subsidiary of the Company viz., Gravita Netherlands B.V., entered into an Agreement on 10th May 2012 to purchase an additional 12% shares of Navam Lanka Ltd. Consequent to this transfer of shares, Navam Lanka Ltd will also become a subsidiary of Gravita India Ltd with an aggregate 52% stake.

i. M/s Gravita Metals, India: During the year under review, the Company acquired a further stake of 40%, with a total stake of 95% in the partnership firm M/s Gravita Metals, Jammu (formerly known as M/s K M Udyog). The balance stake of 5% is held by its subsidiary Gravita Exim Ltd. The unit's year-end performance was commendable as it produced 4,222 MT of Refined Lead/Lead Alloys resulting in a Turnover of Rs52.89 crore and Profit After Tax of Rs1.78 crore.

j. M/s Gravita Metal Inc, India: During the year thereby making the Company along with its subsidiary Gravita Exim Limited, acquired a 100% stake in this partnership firm. During the year under review, the unit achieved a total Turnover of Rs2.22 crore with a Loss of Rs0.15 crore.

k. M/s Gravita Technomech, India: The Company established this unit in 2010-11 in the Special Economic Zone at Jaipur. The unit manufactures and supplies plant and machinery on a turnkey basis. During the year under review, this unit executed three turnkey projects and contributed a Turnover of Rs4.46 crore with a PAT of Rs1.45 crore. This unit has four projects under execution.

4. Sale/Disinvestments

During the period under review, in order to increase the focus on its core business, your Company digressed from Floret Tradelink Ltd, Jaipur, India and Penta Exim Ltd, Jaipur, India. Further, the Company also disinvested its complete stake in its wholly-owned subsidiary Gravita Georgia LLC, Georgia.

5. Finance

During the year under review, Export-Import Bank of India sanctioned a term loan of USD 3.35 million to the Company to part finance the capital expenditure and working capital requirements of its wholly-owned subsidiaries viz. Gravita Ghana Limited (USD 1.95 million) and Gravita Senegal SAU (USD 1.40 Million).

Further, during the current year, the Company entered into consortium finance by adding IDBI Bank with Punjab National Bank, the existing bankers of the Company named "PNB Consortium". With consortium finance, the working capital limits of the Company were enhanced from Rs35 crore to Rs50 crore.

During the year under review, the Company provided a corporate guarantee to J&K bank, Jammu to secure credit facilities of Rs10.75 crore availed by M/s Gravita Metals, Jammu, a subsidiary firm of the Company.

6. Expansion/Diversification

During the year under review, the Company entered into new ventures to expand existing capacities as well as to diversify into other areas. The Company, along with its subsidiary Gravita Exim Ltd acquired a 100% stake in M/s Gravita Metal Inc, Kathua (formerly known as M/s Metal Inc) with a Lead smelting and refining capacity of 3,600 MTPA. The Company also acquired a further stake of 45% in M/s Gravita Metals, Jammu (formerly known as M/s K M Udyog). Accordingly, this unit has also become a wholly-owned subsidiary firm of the Company.

During the period under review, the Company incorporated an overseas entity in Singapore namely Gravita Global Pte Ltd, a wholly-owned subsidiary of Gravita India Ltd. Another wholly- owned subsidiary was set-up under Gravita Global namely Gravita Netherlands B.V. in Amsterdam, Netherlands.

7. Reserves

In compliance of Section 205A (2A) of the Companies Act, 1956 and in accordance with the Companies (Transfer of Profits to Reserves) Rules, 1975, it proposed to carry an amount of Rs78, 22,880 to the General Reserve Account.

8 Sub-division of shares

During the year under review, the Company's Board of Directors at their meeting held on 9th March 2012 recommended to sub- divide one equity share of face value of Rs10/- each into five equity shares of Rs2/- each which was approved by shareholders through a postal ballot on 11th May 2012. Splitting equity shares will provide more liquidity, less volatility and contented entry of small investors.

9. Management Discussion and Analysis Report

Management Discussion and Analysis report, forming part of the Director's Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the stock exchange (s), is presented in a separate section forming part of Annual Report. The Report provides strategic direction and a more detailed analysis on the performance of the Company and its outlook.

10. Utilisation of IPO proceeds

The Company came up with an Initial Public Offering ('IPO' or 'Issue') in November 2010. The shares of the Company got listed on the National Stock Exchange of India Ltd (NSE) and BSE Ltd on 16th November 2010. The IPO was floated for 36,00,000 equity shares of Rs10/- each at an offer price of Rs125/-. During the year under review, the Company changed its investment plans and the allocated amount received in IPO fund was also changed with the prior approval of shareholders at the last AGM dated 27th July 2011 and further through postal ballot on 11th May 2012. The revised objectives for utilising IPO funds is summarised below:

Revised IPO objectives:

(Rs In lacs)

Sr No Object Amount Total Amount

1 Set-up additional manufacturing facilities at Jaipur 350.00

2 Invest in overseas ventures at

-Senegal- Gravita Senegal SAU 182.77

-Honduras- Gravita Honduras SA 336.25 519.02

3 Margin money for working capital requirement 2,500.00

4 Investment in Gravita Global Pte Ltd, Singapore for:-

Additional Stake of 12% in Navam Lanka Ltd. Sri Lanka 195.00 195.00

5 Setting up a new partnership firm M/s Gravita Technomech SEZ 245.00

6 Acquisition of M/s KM Udyog, Jammu (Presently known as M/s Gravita Metals) 750.00

7 Acquisition of M/s Metal Inc Kathua (Presently known as M/s Gravita Metal Inc.) 300.00

8 General corporate purposes 90.00

9 Expenses of the issue 261.54

Total 5,210.56

Means of finance:

(Rs In lacs)

Particulars Old Revised

Proceeds of the issue 4,500.00 4,500.00

Internal Accruals 718.65 710.56

As of date, the total IPO funds have been utilised as per the revised objectives stated as above.

11. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that:

(i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any.

(ii) They have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2012 and of the Profit and Loss of the Company for that period.

(iii) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

(iv) They have prepared the Annual Accounts on a going concern basis.

12. Subsidiary company

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of Company's subsidiaries is attached to the Balance Sheet.

The Consolidated Financial Statements of the Company and its subsidiaries prepared in accordance with Accounting Standard AS 21 issued by the Institute of Chartered Accountants of India (ICAI) forms a part of the Annual Report.

13. Listing fees

The shares of the Company are listed on the National Stock Exchange of India Ltd (NSE) and BSE Ltd (BSE) and the Listing Fee for 2012-13 has been duly paid.

14. Fixed deposit

The Company has not accepted any fixed deposits from public, shareholders or employees during the year under report.

15. Auditors' Report

The qualifications/observations and comments given in the report of the Auditors read together with Notes to Accounts are self explanatory and explained/clarified wherever necessary, hence no further information and explanation is required under Section 217(3) of the Companies Act, 1956.

16. Auditors

M/s Rajvanshi & Associates, Chartered Accountants, existing Statutory Auditors will retire at the conclusion of the ensuing Annual General Meeting and seek re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company received a certificate from M/s Rajvanshi & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

17. Corporate Governance

The Company has vigorously striven to follow the best Corporate

Governance practices aimed at building trust among key stakeholders, shareholders, employees, customers, suppliers and other stakeholders on four key elements of Corporate Governance - transparency, fairness, disclosure and accountability.

The compliance report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is attached and forms part of this report. Certificate of the CEO/ CFO, inter alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the stock exchanges, is attached in the Corporate Governance report and forms part of this Report.

18. Particulars of Employees

The Company did not have any employee drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, and therefore no particulars are required to be furnished.

19. Disclosures regarding ESOPs

The members of the Company at its Annual General Meeting held on 27th July 2011, approved the issue of stock options to eligible employees/Directors of the Company and its subsidiaries. Accordingly, the Board at their meeting held on 10th August 2011 approved the "Gravita ESOP 2011" Scheme. The Compensation Committee formed to govern Gravita ESOP 2011 Scheme approved first grant of options to eligible employees/Directors of the Company on 23rd September 2011 effective from 1st October 2011. The details of ESOPs pursuant to Clause 12 of SEBI (ESOP & ESPS) Guidelines, 1999 are disclosed hereunder

a) Options granted 80076

b) The pricing formula Rs 10 /- per share

c) Options vested Nil

d) Options exercised Nil

e) The total number of shares arising as a result of exercise of option Nil

f) Options lapsed 16,258

g) Variation of terms of options Nil

h) Money realised by exercise of options Nil

i) Total number of options in force 63,818

j) Employee wise details of options granted to

- Senior managerial Personnel

Navin Prakash Sharma 4500

Gopal Agarwal 2000

Sandeep Chaudhary 3000

Krishan Gopal Gupta 3500

Sunil Kansal 3500

R G Chaudhary 4500

Shailendra Tripathi 3000

Akshaya Goyal 3000

Kamal Singh 3500

V S Tanwar 5000

- Any other employee who receives a grant in any one year of option amounting to 5% or more Nil of option granted during the year

- Identified employees who were granted option, during any one year, equal to or exceeding 1% Nil of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

k) Diluted Earnings Per Share(EPS) pursuant to issue of shares on exercise of option calculated in NA accordance with Accounting Standard 20 'Earnings Per Share'

l) Method of Calculation of Employee Compensation Cost Intrinsic Value Method

m) Difference between the employee compensation cost so computed at point (l) above and the employee compensation cost that shall have been recognised if it had used the fair value of the options (in Lacs) is as under:

Profit After Tax (Rs in Lacs): 782.29

Add: Employee Compensation cost based on intrinsic value (Rs in Lacs) 47.83

Less: Additional Employee Compensation Cost Based on Fair Value (Rs in Lacs) 48.02

n) The impact of this difference on Profit and on EPS of the Company is as under: 0.19

Adjusted Profit After Tax (Rs in lacs) 782.10

Adjusted Basic EPS Rs 5.74

Adjusted Diluted EPS Rs 5.72

o) Weighted-average Exercise price granted during April 2011 to March 2012 RS 10/-

Weighted-average Fair Value of option outstanding as on 31st March 2012 Rs 376.62/-

p) A description of the method and significant assumptions used during the year to estimate the fair Black -Scholes Pricing Method values of options, including the following weighted-average information:

- risk-free interest rate 8.5%

- expected life (in years) 2.50

- expectedvolatility 57.15%

- expected dividends NA

- The price of the underlying share in market at the time of option grant. Rs 384.75

20. Energy conservation, technology absorption and foreign exchange earnings

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as an annexure to the Directors' Report.

21. Consolidated financial statements and cash flow statement

As stipulated by Clause 32 of the Listing Agreement, the consolidated financial statements were prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditor's Report thereof form part of the Annual Report.

22. Insider trading Prevention Code

The Company has a strong 'Code for Prevention of Insider Trading' in force framed in accordance with SEBI (Prevention of Insider Trading) Regulations, 2002 along with a proper mechanism in place for effective implementation and exercise of the same. There has been no instance of Insider Trading during the year under report.

23. Note of Appreciation

The Directors express their appreciation for the sincere cooperation and assistance of government authorities, bankers, customers and suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company's employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board

(Rajat Agrawal)

Managing Director


Mar 31, 2010

The Directors have pleasure in presenting their 18th Annual Report on business and operations of the Company together with Statement of Accounts for the year ended March 31,2010.

Consolidated Financial Performance at a Glance of Gravita India Limited

(Rs in Lac)

Particulars 2009-10 2008-09

Net Sales 15,876.47 11109.95

Cost of Sales 14,948.28 10109.84

Profit before Depreciation & Tax 1,861.32 791.10

Depreciation 84.42 67.93

Net profit before taxation 1,664.68 723.18

Provision for taxation 342.19 180.83

Share in Profit of Associate 75.74 -

Net profit after taxation 1,398.23 542.35

Net Worth 2,812.81 963.50

EBITDA (in Rs.) 1,783.17 941.01

Book Value per share 28.07 38.04

Earnings Per Share 28.56 21.41

Operation & Performance Review

Our Company completed another year of consistent growth by turning-around from recession and keeping the pace of improvement from previous year. The year gone by witnessed scaling up new milestones through unprecedented growth of 42.90% in its turnover and 157.81% in Net profit after Tax during the year.

The Profit before Tax of the company for the year ended March 31, 2010 stood at Rs 1,664.68 Lacs (consolidated) as against Rs. 723.18 Lacs (consolidated) for the Year 2008-09, thus registering a robust growth. The Company is able to maintain growth pattern of previous years. The Profit after Tax has increased to Rs. 1,398.23 Lacs against 542.35 lacs during the previous year.

EXPORTS

Our Companys performance on export front is progressing year by year. Its export sales have increased to Rs 4422.25 Lacs in 2009-10 from Rs. 3164.56 Lacs in 2008-09. This is after taking the impact of appreciation of Rupee against US$ during the year. Our Company has attracted new customers of international repute during the year. The marketing team participated in various national and international trade fairs and presented comprehensive technical papers to promote companys products and image to get best mileage in international as well as domestic markets. Participation in various seminars was also instrumental for us to understand the needs of customers of all categories globally.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS -21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on financial reporting of Interest in Joint Ventures, The audited Consolidated Financial Statements are provided in the Annual report.

DIVIDEND

In view of the ongoing growth, your board recommends to conserve the profits for future expansion and development, your directors do not recommend payment of any dividend for the year ended on 31st March, 2010.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management discussion and analysis report for the year under review is presented in separate section forming part of Annual report.

SUBSIDIARIES

The Company has following Subsidiaries:

1. GRAVITA EXIM LTD.: Gravita Exim Ltd. is an engineering and consulting company which provides turnkey solutions for Lead recycling, refining/ alloying and Oxide plants. Gravita Exim Ltd. is known for its cost effective and environmental friendly recycling technology across the globe, and has already supplied 32 projects in 25 countries other than the plants supplied for its own subsidiaries. Recently Gravita Exim Ltd. has entered into a joint venture with an Australian giant in the non ferrous metal smelting field Ausmelt Ltd., Australia to capture the bigger segment and to enhance its own technical expertise. Together it is expected to get huge orders.

Gravita Exim Ltd. has 3 subsidiary companies listed below:

(i) Pagrik Ethiopia PLC: Gravita Exim Ltd. has made investment in Ethiopia in the name of Pagrik Ethiopia PLC at capital Addis Ababa, which is at a strategic location and gateway of East Africa. It is a major hub of United Nations African operations and is known as one of the safest places with good environment in Africa. The company is into recycling and processing of battery scrap to produce remelted ingots and Poly Propylene Chips and almost entire production is being exported from Ethiopia. The company possesses all kinds of licenses, certificates and registrations required.

(ii) Gravita Zambia Ltd.: Gravita Zambia Ltd. is situated in capital Lusaka in Zambia. It is again an investment of Gravita Exim Ltd. In Zambia. Zambia is very rich in minerals and known for Lead, Zinc and Copper mining. Recycling plant has been put in Zambia to do the further expansion for Lead Ore and concentrate recycling as well and also to collect the generation of Lead Scrap from KCM (Konkla Copper Mines) in huge quantity and tap the potential.

(iii) Penta Exim Pvt. Ltd.: Gravita Exim Ltd has major shareholding in Penta Exim Pvt. Ltd., which is a trading and Import- Export Company dealing in Lead, Lead Alloys, Oxides and other kinds of Lead Products. It also deals in Engineering goods and machinery items.

2. GRAVITA GHANA LTD.: Gravita India Ltd. ventured out in Ghana (West Africa) as a step to expand its presence in West Africa and to cover the all the neighboring 3-4 countries of West Africa. Tema has a strategic location being a major port of West Africa and all the land locked countries are approaching to this city for exportation of their material. Raw material availability is very good in Ghana. The location of Ghana is also strategic because it has a number of small countries very close to it. Eco-friendly recycling Plant is manufacturing Lead ingots and Poly Propylene Chips. The company is in free zone with privileges and exports all their goods. So it does not attract any kind of importation duty and other taxes. Gravita Ghana Ltd is the largest company in lead business in Ghana.

3. GRAVITA SENEGAL S.A.U.: Gravita Senegal S.A.U. is a wholly owned subsidiary of GIL in Senegal in the extreme West corner of African continent. It enjoys complete access to raw material at competitive prices and also benefits of an export unit. It is a very ambitious project which is set to become the biggest lead recycler in West Africa. It is strategically located in such a way that it has proximity to huge source of lead acid batteries scrap ripe for recycling. It is the only company in 5 counties of West Africa and enjoys full support of the govt. Besides this, the company is working with the United Nations Based Convention Regional Centre, the international lead management centre and the Govt of Senegal for environmentally sound management of Used Lead Acid Batteries.

4. GRAVITA GEORGIA LIMITED: The Company is an investment in Georgia which is one of the most mineral rich country in the CIS region. There is sufficient availability of Used Lead Acid Batteries in the CIS region and the plant is capable of processing 8000 MT of battery scrap annually in an environment friendly manner.

5. GRAVITA MOZAMBIQUE LDA: Gravita Mozambique LDA is an ambitious investment in Mozambique set up to cover the southern part of Africa. The best part is that 6 countries touch Mozambique and the plant is located in Maputo, which is capital of Mozambique as well as a port city. Nearness to source of raw material and port is an advantage. It is the only company in Mozambique in the field of used battery scrap recycling and enjoys monopoly.

6. FLORET TRADELINK PRIVATE LIMITED: Floret Tradelink Private Limited is a trading company which imports Glass and Glass products from China and sells the same in the domestic market. The products are used in construction industry which is growing in leaps and bounds and so the potential is high.

7. GRAVITA INFRA PRIVATE LIMITED: With a view to diversify into the infrastructure sector GIL has incorporated on 21.05.2010 subsidiary Gravita Infra Private Limited. It believed that there will be double digit growth in this sector during this year and years to come. We foresee bright future in this direction.

8. GRAVITA ENERGY LIMITED: Gravita Energy Limited was incorporated on 29.06.2010 with the objective of encashing the opportunities in the power sector, by producing power through various available sources like wind, solar, thermal, hydro and nuclear. Main emphasis would be to enter the wind and solar power sector which is being encouraged by the govt, being clean and green.

DIRECTORS

There are six Directors on the Board of Directors of the Company

During the year under review Mr. Dinesh Kumar Govil and Mr. Rajeev Surana retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Yogesh Mohan Kharbanda, who was appointed as an Additional Director under Section 260 of the Companies Act,1956 and is liable to hold office uptothe ensuing Annual General Meeting.

Your Directors have pleasure in recommending their appointment.

Mr. Rajesh Patni has resigned from the Board of Directors on 01.02.2010, the Directors place on record their sincere appreciation to Mr. Rajesh Patni for his valuable services and contribution rendered to the Company.

During the period under review Dr. Mahaveer Prasad Agarwal a Non Executive Director of the Company has been appointed as a Whole time Director of the Company.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

1. In the preparation of the annual accounts, applicable accounting standards have been followed and that there are no material departures;

2. They have, in the selection of the Accounting Policies, consulted the Statutory Auditors and haveapplied 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 of the Company for that period;

3. They have taken proper and sufficient care to the best of their knowledge and ability 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;

4. They have prepared the annual accounts on a going concern basis.

CHANGES IN SHARE CAPITAL

During the period under review the Authorised Share capital of the company has been increased to Rs 15,00,00,000 And the Paid up Share Capital has been increased to Rs 1,00,200000

BONUS ISSUE

During the year under review Company has issued 3340000 Bonus Share and the approval of the members was obtained in extraordinary general meeting held on 27.08.2009.

FIXED DEPOSITS

During the year under review, our Company has accepted the deposits amounting Rs 4,900,000/- for a period of six months without invitation and therefore it had issued the Statement in Lieu of Advertisement on 28.05.2009 as per Rule 4A of the Companies (Acceptance of Deposits) Rules, 1975 and repaid the Deposits on the due date, in the terms of the provision of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975

APPOINTMENT OF COMPANY SECRETARY

During the year under review Ms. Priyanka Khandelwal an Associate Member of the Institute of Company Secretaries of India has been appointed as the Company Secretary of the Company.

AUDITORS

The Auditors M/s Rajvanshi & Associates, Chartered Accountants, Jaipur hold office as the Auditors of the Company until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have also furnished a Certificate to the effect that the re-appointment, if made, would be within the prescribed limits under Section 224(l-B)ofthe Companies Act, 1956.

AUDITORS REPORT

The observations made in the Auditors report are self explanatory and wherever required they have been suitably clarified in the notes on accounts which are forming an integral part of the annual accounts.

PARTICULARS OF EMPLOYEES

There are no Employees in the Company whose particulars are required to be disclosed under Section 217(2A) of the Companies Act, 1956 read with rules there under.

(Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:)

Particulars of Conservation of Energy, Technology Absorption and Foreign Earning & Outgo are mentioned in the Form A & B of the Report as prescribed by the Companies (Disclosures of Particulars in the Report of Board of directors) Rules, 1988.

(A) Energy Conservation:

The Company has taken appropriate steps and made necessary arrangements to conserve and optimize the use of energy through improved operational methods and other means. Company monitored regularly APFC panel to achieve better power factor & minimizing electricity losses. Dedicated power supply transmission line laid by Company itself also contributed in reducing electricity losses during power transmission.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance forms part of the Annual Report of the Company.

HUMAN RESOURCE MANAGEMENT

Human Resources are vital to deliver the superlative financial performance of the Company. The staff strength has increased in larger numbers mainly due to ongoing sustained Growth. The Companys constant endeavor is the strategic alignment of the aspirations of associates (employees) with organizational goals. The Company is adopting various HR initiatives for overall development of associates and to develop sense of belongingness among them. Lot of emphasis on in-house & outside training is given to enable the associates to acquire new knowledge, skills and competencies. Our associates attended domestic and international training programs to enhance and update on latest developments and happenings.

Company has appointed Manager HR (Training) who is exclusively extending various training courses for all levels of staff at corporate office & Factory. Employees are nominated for suitable course to develop their skills and their performance in daily life.

FILLING OF DRAFT RED HERRING PROSPECTUS WITH SEBI

Company proposed to make a public issue of Equity Shares and regarding which the approval has been taken from the shareholders of the Company in an EOGM held on 27.08.2009 and accordingly Company had filed Draft Red Herring Prospectus on 29th September, 2009 with SEBI.

AWARDS & RECOGNITIONS

During the year, the Company has received awards in the areas of operational excellence. To name them, "Udyog Bharti Award" for achievement in the field of Corporate Social Responsibility, "Rashtriya Vikas Ratan Award" by the Indian Society for Industry & Intellectual Development (ISIID), "Business Leadership Award" by Institute of Economic Studies and "Indian Achievers Award" for Industrial Development.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from the Banks, various Central & State Government Departments, Customers, and Suppliers during the year under review. Your Directors acknowledges the contribution made by all employees (associates) of the Company for their relentless and dedicated efforts

For and on behalf of the Board of Directors

Sd/- Sd/-

Date 04.08.2010 Rajat Agrawal Rajeev Surana

Place: JAIPUR Managing Director Whole Time Director



 
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