Mar 31, 2015
The Directors have pleasure in presenting before you the 23rd Annual
Report of the Company together with the Audited Statements of Accounts
for the year ended 31st March, 2015.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:
The performance during the period ended 31st March, 2015 has been as
under:
(Rs. in Lakhs)
Particulars 2014-2015 2013-2014
Total Income 540.47 531.42
Total Expenditure 537.13 3320.07
Profit Before Tax 3.33 (2788.65)
Provision for Tax (3.23) 0
Profit after Tax 6.56 (2788.65)
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting financial
position of the company between 31st March' 2015 and the date of
Board's Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Board's Report there was
no change in the nature of Business.
DIVIDEND:
Your Directors have not recommended dividend for the year.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received a declaration from Mr. Shabbir Ali Baquri, Mr.
T Venkateswa Rao, Independent directors of the company to the effect
that they are meeting the criteria of independence as provided in Sub-
DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern
basis; and
(e) The Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
The Company does not have any subsidiary.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report.
STATUTORY AUDITORS:
As required under the provisions of Section 139 of the Companies Act,
2013, the Company has received a written consent from the auditors to
their appointment and a certificate to the effect that their
appointment, if made, would be in accordance with the Companies Act,
2013 and the rules framed there under and that they have satisfied the
criteria provided in Section 141 of the Companies Act, 2013.
The Board recommends the appointment of M/s. CRK & Co., as the
statutory auditors of the Company from the conclusion of this Annual
General meeting till the conclusion of the next Annual General Meeting.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of managerial
personnel) Rules 2014, M/s. S.S. Reddy & Associates, Practicing Company
Secretaries have conducted Secretarial Audit of the Company for the FY
2014-15. The Secretarial Audit Report for the FY 2014-15 is annexed
hereto and forms part of this Annual report.
The Board has taken note of all the observations made in the
Secretarial Audit report as provided by Practicing Company Secretary
and has initiated the necessary steps in ensuring compliance thereof.
INTERNAL AUDITORS:
There are no internal auditors in the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
The required information as per Sec.217 (1) (e) of the Companies Act
1956 is provided here under:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures
have been taken to conserve energy wherever possible by using energy
efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D) : NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings : NIL
2. Foreign Exchange Outgo : NIL
DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
Your Company has not accepted any deposits falling within the meaning
of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v)
of Companies (Accounts) Rules 2014, during the financial year under
review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS CREDIT FACILITIES:
The company has not given loans, Guarantees, made any investments or
availed any credit facilities during the year under review.
RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your
Company has adopted a procedure for assessment and minimization of
probable risks. It ensures that all the risks are timely defined and
mitigated in accordance with the well structured risk management
process.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
Since your Company do not have the net worth of Rs. 500 Crore or more,
or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore
or more during the financial year, section 135 of the Companies Act,
2013 relating to Corporate Social Responsibility is not applicable and
hence the Company need not adopt any Corporate Social Responsibility
Policy.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of business. There were no materially significant related party
transactions made by the Company with the promoters, directors, key
managerial personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) &
(3) of the Companies(Appointment & Remuneration) Rules, 2014, a
remuneration of Rs.20,000/-p.m is being paid to Mr.Sudheep Raj , whole
time Director of the Company and a remuneration of Rs.40,000 /-p.m is
being paid to Mr.Vimal Raj Mathur, Managing Director of the Company.
NDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING
THE COMPANY
The Company is not a NBFC, Housing Company etc., and hence Industry
based disclosures is not required.
SECRETARIAL STANDARDS
EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the
following activities:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by company or giving of loans by it for
purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the
contribution by the staff at all levels in the improved performance of
the Company.
None of the employees is drawing Rs. 5,00,000/- and above per month or
Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed
under Section 134 of the Companies Act, 2013.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees are covered under this
policy.
The following is the summary of sexual harassment complaints received
and disposed during the calendar year.
No. of complaints received : Nil
No. of complaints disposed off : Nil
ACKNOWLEDGEMENTS:
Your directors would like to express their grateful appreciation for
assistance and co-operation received from clients, banks, investors,
Government, other statutory authorities and all others associated with
the company. Your directors also wish to place on record their deep
sense of appreciation for the excellent contribution made by the
employees at all levels, which enabled the company to achieve sustained
growth in the operational performance during the year under review
For and on behalf of the Board
For Gradient Infotainment Limited
Sd/- Sd/-
Place: Hyderabad Vimal Raj Mathur Sudheep Raj
Managing Director Director
(DIN: 03138072) (DIN: 03138111)
Date: 14.11.2015
Mar 31, 2014
We have pleasure in presenting the 22nd Annual Report with Audited
Statements of Accounts for the year ended 31st March 2014.
Financial Results :
(in Lakhs)
Particulars 2013-2014 2012-2013
Income 531.42 300.27
Expenditure 3320.07 298.20
Finance Costs 1.67 38.98
Tax Expenses - -
Profit after Tax 2788.65 2.07
PERFORMANCE REVIEW
The Company has recorded a turnover of Rs. 531.42 Lakhs and the profit of
Rs. 2788.65 Lakhs in the current year against the turnover of Rs. 300.27
lakhs and profit of Rs. 2.07 Lakhs in the previous financial year ending
31.03.2013.
The Company has been continuously working on quality up gradation and
austerity measures for achieving efficient running of the organization.
DIVIDEND:
Keeping the Company's expansion and growth plans in mind, your
Directors have decided not to recommend dividend for the year.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning
of Sec.58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, during the financial year under review.
LISTING:
The equity shares of your company are listed on Bombay Stock Exchange,
Calcutta Stock Exchange and Bangalore Stock Exchange.
CAPITAL OF THE COMPANY:
The Authorised Capital of the company stands at Rs. 30,00,00,000
divided into 30,000,000 equity shares of Rs. 10/- each.
The Company bought back 9,000 equity shares in the year 2012-2013 and
6,42,000 equity shares in the year 2013- 2014 total amounting to
6,51,000 equity shares. Hence, the paid up capital of the company
stands at Rs. 2,25,17,400 divided into 22,51,74,000 of Rs. 10/ each.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of operations, performance and future outlook of your
Company and its businesses is given in the Management Discussion and
Analysis, which forms part of this Report.
DIRECTORS:
The Board of Directors of the Company has decided to adopt the
provisions with respect to appointment and tenure of Independent
Directors which is consistent with the Companies Act, 2013 and the
amended Listing Agreement. With the changes in the Companies Act, the
Company would not have any upper age limit of retirement of Independent
Directors from the Board and their appointment and tenure will be
governed by the provisions of Companies Act, 2013, In line with the
requirements of the Companies Act, 2013, it is therefore proposed to
appoint existing independent directors, as Independent Directors on the
Board of the Company for a term up to five consecutive years. A brief
profile of proposed Independent Directors, including nature of their
expertise, is provided in this Annual Report.
Notices have been received from Members proposing candidature of the
Directors namely Mr. T. Venkateshwa Rao, Mr. Mohd Abdul Raoof and Mr.
Shabbir Ali Baquri for the office of Independent Directors of the
Company. In the opinion of the Board, they fulfil the conditions
specified in the Companies Act, 2013 and the Rules made there under for
appointment as Independent Directors of the Company. A copy of the
draft Letter of Appointment for Independent Directors, setting out
terms and conditions of their appointment, is available for inspection
at the Registered Office of the Company during business hours on any
working day.
Mrs. Sunitee Raj will retire by rotation at the ensuing Annual General
Meeting in terms of Section 152 and any other applicable provisions of
the Companies Act, 2013 and being eligible offers herself for
re-appointment.
Details of the Director appointed/reappointed
Name of Mrs.
Sunitee Raj Mr. T.
Venkateshwa Mr. Mohd Abdul Mr. Shabbir
Ali
the Director Rao Raoof Baquri
Date of Birth 07.11.1960 14.06.1961 10.06.1960 25.12.1960
Date of
Appointment 02.06.1992 09.08.2001 14.08.2013 09.08.2001
Qualifications Post Graduate Graduate Graduate Graduate
No. of Shares
held in the
Company 240650 20000 18200 1000
Directorships
held in other
companies NIL 1 NIL NIL
(excluding
private
limited
and foreign
companies)
Positions held
in mandatory
committees of NIL NIL NIL NIL
other
companies
DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000
your directors confirm
i) That the directors in the preparation of the annual accounts the
applicable accounting standards have been followed along with proper
explanations relating to material departures.
ii) That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year.
iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safe guarding the assets of the company and
for preventing and deleting fraud and other irregularities.
iv) That the directors had prepared the annual accounts on the going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUT GO:
The required information as per Sec.217 (1) (e) of the Companies Act
1956 is provided hereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures
have been taken to conserve energy wherever possible by using energy
efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D) : NIL
2. Technology absorption, adoption and innovation : NIL
PARTICULARS OF EMPLOYEES:
There is no employee who is falling under section 217 (2A). Therefore,
the disclosures required to be made under section 217 (2A) of the
Companies Act, 1956 and the rules made there under are not applicable.
CODE OF CONDUCT:
The Code of Conduct has been circulated to all the members of the Board
and Senior Management and the compliance of the same has been affirmed
by them. Code of Conduct has also been placed on the website of the
company. A declaration signed by the Managing Director is given in
Annexure.
AUDITORS:
M/s. Komandoor & Co., Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and are eligible for reappointment. The said Auditors have furnished
the Certificate of their eligibility for re-appointment. Pursuant to
the provisions of Section 139 of the Companies Act, 2013 and the Rules
framed there under, it is proposed to appoint them as Statutory
Auditors of the Company from the conclusion of the forthcoming AGM till
the conclusion of the AGM to be held in the year 2017, subject to
ratification of their appointment at the subsequent AGMs.
AUDITOR'S REPORT:
The Board has duly reviewed the Statutory Auditor's Report on the
Accounts for the year ended March 31, 2014 and has noted that the same
does not have any reservation, qualification or adverse remarks.
CORPORATE GOVERNANCE:
As a listed company, necessary measures have been taken to comply with
the listing agreements of Stock Exchanges. A report on Corporate
Governance, along with a certificate of compliance from the Auditors,
Forms part of this Report as Annexure.
ACKNOWLEDGEMENTS:
Your directors would like to express their grateful appreciation for
assistance and co-operation received from clients, banks, investors,
Government, other statutory authorities and all others associated with
the company. Your directors also wish to place on record their deep
sense of appreciation for the excellent contribution made by the
employees at all levels, which enabled the company to achieve sustained
growth in the operational performance during the year under review.
For and on behalf of the Board,
Gradiente Infotainment Limited
Sd/-
Vimal Raj Mathur
Place : Hyderabad Managing Director
Date : 01.09.2014 (DIN: 03138072)
Sd/-
Sudheep Raj
Director
(DIN: 03138111)
Mar 31, 2013
To
The Members
We have pleasure in presenting the 21st Annual Report with Audited Statements of Accounts for the year ended 31st March 2013.
Financial Results :
On Standalone basis
(Rs,in Lakhs)
Particulars |
2012-2013 |
2011-2012 |
Income |
300.27 |
3707.48 |
Expenditure |
298.20 |
3502.99 |
Finance Costs |
38.98 |
23.92 |
Tax Expenses |
-- |
55.73 |
Profit after Tax |
2.07 |
124.78 |
PERFORMANCE REVIEW:
A.) STANDALONE:
The Company has recorded a turnover of Rs.300.27 Lakhs and the profit of Rs. 2.07 Lakhs in the current year against the turnover of Rs. 3707.48 lakhs and profit of Rs. 124.78 Lakhs in the previous financial year ending 31.03.2012.
The Company has been continuously working on quality up gradation and austerity measures for achieving efficient running of the organization.
DIVIDEND:
Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.
LISTING:
The equity shares of your company are listed on Bombay Stock Exchange, Calcutta Stock Exchange and Bangalore Stock Exchange.
CAPITAL OF THE COMPANY:
The Authorized Capital of the company stands at 30,000,000 equity shares of Rs. 10/- each and paid up capital of the company stands at 2,3168,400 equity shares of Rs 10/- each.
During the year 2012-2013, the company bought back 9,000 shares subject to the shareholders approval through postal ballot, the results of which being declared on 31.03.2013.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.
DIRECTORS:
During the year, Mr. K. Narsing Rao, Director of the company resigned from the Board w.e.f 14.02.2013 Mr. Santosh Kumar Sahu, Company Secretary resigned from the office w.e.f 31.03.2013.
The Board placed on record its sincere appreciation for the valuable services rendered by them during their tenure as Director and Company Secretary of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm
i) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.
ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year.
iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.
iv) That the directors had prepared the annual accounts on the going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:
The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:
A. Conservation of Energy:
Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D) : NIL
2. Technology absorption, adoption and innovation : NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings : NIL
PARTICULARS OF EMPLOYEES:
There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.
CODE OF CONDUCT:
The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Managing Director is given in Annexure.
AUDITORS:
Your directors propose the appointment of M/s. Komandoor & Co. as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.
CORPORATE GOVERNANCE:
As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, Forms part of this Report as Annexure.
ACKNOWLEDGEMENTS:
Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.
DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:
The shareholders
I, Vimal Raj Mathur, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.
For and on behalf of the Board,
Gradiente Infotainment Limited
Sd/-
Place : Hyderabad Vimal Raj Mathur
Date: 01.09.2013 Managing Director
Mar 31, 2011
The Directors take pleasure in presenting the 19th Annual Report and
the Audited Accounts of your Company for the year ended March 31, 2011
together with the Auditor's Report thereon.
Financial Results :
Your Company's financial results for the year under review are as
under:
(Rs in Lakhs)
Particulars 2010-2011 2009-2010
Total 6331.04 1714.89
Profit before interest, tax and
depreciation (PBIDT) 1202.17 50.86
Less: Interest and financial charges 11.32 4.34
Profit before depreciation & tax (PBDT) 1190.84 46.52
Less: Depreciation 4.92 1.07
Profit before 1185.92 45.45
Tax Provision (current, fringe and deferred) 393.85 13.93
Net profit for the year 792.06 31.51
Appropriations 4.00 -6.33
Dividend (including corporate tax thereon) 0.00 0.00
Transfer to debenture redemption reserve 0.00 0.00
Transfer to general reserve 1596.27 94.75
Balance carried forward to next 2384.33 96.27
Financial Review :
Your company reported a very good performance during the year under
review.
Total Revenue has been increased by from Rs 1714.89 lakhs to Rs 6331.04
lakhs. PBIDT increased from Rs 50.86 lakhs to Rs 1202.17 lakhs. Net
profit increased from Rs 31.51 lakhs to Rs 792.06 lakhs.
Operations:
The Company has been continuously working to improve the performance to
a greater extent by following both organic and inorganic modes.
Dividend :
With a view to conserve its resources, no provision for dividends has
been made.
Directors :
In accordance with the Companies Act, 1956 read with the Articles of
Association of the Company, Sri. T. Venkateshwa Rao and Sri. Shabbir
Ali Baquri, Directors will retire by rotation at this meeting and
eligible for reappointment.
Audit Committee:
The composition of Audit Committee is given below :
SL
NO Name Position held in
the Committee
1 Mr.T. Venkateshwa Rao Chairman
2 Mr. ShabirAli Baquri Member
3 Mr. Sunitee Raj Member
Report on Corporate Governance :
Your Company is committed to maintain the highest standards of
Corporate Governance. As required under Clause 49 of the Listing
Agreement with the Stock Exchanges a report on Corporate Governance is
given as annexure to this annual report.
Certificate of the Auditor regarding compliance with the conditions of
corporate governance is also given.
Public Deposits :
During the year under review, your company has neither invited nor
accepted any deposits from the public.
CAPITAL OF THE COMPANY:
During the period, the company has allotted 50,00,000 equity shares on
preferential basis to the promoters and the others at an issue price of
Rs 10/- and premium Rs 30 /- each. As a result the paid up capital of the
company stands at 1,15,84,200 equity shares of Rs 10 each. Subsequently
the company has made Bonus Issue of 1,15,84,200 Equity shares in the
ratio of 1:1. With this the Paid up capital goes upto 2,31,68,400
Equity shares of Rs 10/- each. Authorised capital of the company stands
at 3,00,00,000 equity shares of Rs 10/- each.
LISTING OF EQUITY SHARES:
The Equity Shares of your company are listed on the Calcutta Stock
Exchange and Bangalore Stock Exchange Statutory Auditors :
M/s. Komandoor & Co, Chartered Accountants, as Statutory Auditors of
the Company hold office until the conclusion of ensuing Annual General
Meeting and are eligible for re-appointment. The Company has received a
letter from M/s. Komandoor & Co, Chartered Accountants to the effect
that their appointment, if made, would be within the prescribed limits
under Section 224 (IB) of the Companies Act, 1956, and that they are
not disqualified for such appointment within the meaning of Section 226
of the Companies Act, 1956.
Legal Advisors :
During the year under review your Company re-appointed M/s. Gokhale
Bilolikar & Co., Hyderabad as legal advisors for the Company.
Particulars of Employees :
There are no employees whose particulars are to be disclosed Under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of employees) Rules 1975.
Directors' Responsibility Statement :
Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956
with respect to "Directors' Responsibility Statement", it is hereby
confirmed Pursuant to provisions of Section 217 (2AA) of the Companies
Act, 1956 with respect to "Directors' Responsibility Statement", it is
hereby confirmed;
(I) That in the preparation of the annual accounts for the financial
year ended 31st March, 2011, the applicable Accounting Standards have
been followed along with proper explanations relating to material
departures.
(ii) That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review.
(iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) That the directors had prepared the annual accounts for the
financial year ended 31st March, 2011 on a going concern basis.
CHANGE IN REGISTERED OFFICE:
During the financial year the Company's registered office shifted from
3rd Floor, Krishna Plaza, Khairatabad, Hyderabad, Andhra Pradesh -
500004 to Ground Floor, Siri Balaji Residency, Hill Colony,
Khairatabad, Hyderabad, Andhra Pradesh - 500004 w.e.f. 24th February,
2011
Conservation of Energy, Technology Absorption
Particulars regarding conservation of energy, technology absorption are
not applicable to the Company.
Foreign Exchange Earnings and Outgo
In accordance with the provisions of Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, the information relating to
foreign exchange earnings and outgo is provided as under and the
details of which is mentioned in note no: of the Notes to the Balance
Sheet and Profit and Loss Account.
(Rs)
Particulars 2010-2011 2009-2010
Foreign Exchange Earnings Nil Nil
Foreign Exchange Outgo 1,24,753 Nil
Research and Development:
The company is into media and entertainment and much Research and
Development is not required and accordingly the Company has not put any
R & D unit.
Code of Conduct
The Code has been circulated to all the members of the Board and Senior
Management and the compliance of the same has been affirmed by them..
Acknowledgments :
The Directors take this opportunity to thank Company's customers,
suppliers, bankers, financial Institutions for their consistent support
to the Company. Your Directors express their appreciation for the
dedicated and sincere services rendered by the employees of the Company
at all levels. Your Directors also wish to express their gratitude to
the Shareholders for the confidence reposed by them in the Company and
for the continued support and co-operation
Sd/-
Date: 30-08-2011 V.R. Mathur
Place : Hyderabad Chairman & Managing Director