Directors Report of Gravity (India) Ltd.

Mar 31, 2014

The Members,

GRAVITY (INDIA) LIMITED

The Directors have pleasure in presenting their Twenty Seventh Report and Audited Accounts of the Company for the year ended 31st March, 2014

1. FINANCIAL RESULTS: (Rupees in lakhs) FINANCIAL RESULTS 2013-2014 2012-2013

Income from operations and Other 2770.00 3289.63 Income

Profit before Interest & Depreciation 58.75 64.13

Less: Interest paid 1.98 0.56

Less: Depreciation 52.82 54.36

Profit after Interest & Depreciation 3.95 9.21

Less: Provision for taxation 1.73 12.03

Profit after taxation 2.22 -2.82

Add: Balance brought forward 98.83 101.65

Profit available for appropriation 101.05 98.83

Provision Reversed 0 0

Balance carried forward 101.05 98.83

Total Appropriation 101.05 98.83

2. SHARE CAPITAL

The Authorised Share Capital of the Company is divided into 150 Lakhs Equity Shares of Rs.10/- each, aggregating to Rs.15 Crore. The Issued, Subscribed and Paid up Capital is Rs.90,019,500 (Nine Crores Nineteen Thousand Five Hundred only) divided into 9,001,950 Equity Shares of Rs. 10/- each as on 31st March 2014.

3. RESERVES:

Reserves & Surplus were Rs. 2,97,87,247/- at the end of the financial year. During the year, the Company has not transferred any amount to General Reserve.

4. OPERATIONS:

During the year under review, the sales turnover of the Company is Rs. 2765.35 Lakhs. The Net Profit of the Company for the year is Rs. 2.22 Lakhs.

5. DIVIDEND:

On account of the ongoing global recession and the need to increase the reserves of the Company, the Board has not recommended any dividend for the year under review.

6. DIRECTORS:

In pursuance of the Clause 49 of the Listing Agreement, the Company is required to have certain mandatory committees. In addition to those, the Company has certain non-mandatory Committee of the Board of Directors. The details of the Committee of Directors as on 31st March, 2014 are as follows:

Name of the Current Constitution of the Committee Committee

Audit Committee 1. Mrs. Prabhavati Shetty

2. Mr. Dakshaben R Thakkar

3. Mr. Vipul Kumar Prajapati

Nomination & 1. Mrs. Prabhavati Shetty Remuneration 2. Mr. Dakshaben R Thakkar Committee

3. Mr. Vipul Kumar Prajapati

Stakeholders 1. Mrs. Dakshaben R Grievance Thakkar Committee

2. Mr. Rasiklal D Thakkar

3. Mr. Vipul Kumar Prajapati

7. FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the financial year.

8. LISTING OF COMPANY''S SHARES:

Your Company''s Equity Shares continue to be listed on The Stock Exchange, Mumbai in the Indo Next(S) Group. The annual listing fee for the year 2014-2015 has been paid to The Stock Exchange, Mumbai.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state & confirm that:

i. In preparation of the annual accounts for the year ended March 31st, 2014, the applicable accounting standards had been followed, along with a proper explanation relating to material departures, if any.

ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 after making taxation expenses for the year ended March 31st, 2014.

iii. Your Directors have taken proper and suffcient 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 defecting fraud and other irregularities.

iv. Your Directors have prepared the annual accounts for the year ended March 31st, 2014 on a going concern basis.

10. AUDITORS:

M/s J. C. Kabra & Associates, Chartered Accountants, Mumbai who are the Auditors of the Company and hold office until the conclusion of the forthcoming Annual General Meeting, are recommended for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013, and the Rules framed thereunder, it is proposed to appoint M/s J. C. Kabra& Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till conclusion of the 30th AGM to be held in the year 2017, subject to ratifcation of their appointment at every AGM.

11. AUDITOR''S REPORT

Observations made in the Auditor''s Report are self explanatory and therefore do not call for any further comments.

12. CORPORATE GOVERNANCE:

A separate section on Corporate Governance is included in the Annual Report as Annexure I. and forms a part of this Report

The certifcate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance as stipulated in the clause 49 of the listing agreement with the Stock Exchanges is annexed thereto.

13. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report as required under the Listing Agreement with the Stock Exchange is annexed as Annexure II forming part of this report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

(a) CONSERVATION OF ENERGY:

During the year under review, your Company has taken necessary steps to conserve the energy and improve the effciency of machines Your Company has also taken steps like reduction in daily A.C. running time, switching off lights and air conditioning during lunch breaks, to conserve energy.

(b) TECHNOLOGY ABSORBTION:

Your Company has advanced machines like sulzer and hence no updations were undertaken during the year under review.

(c) FOREIGN EXCHANGE:

As your Company has no offices abroad nor does it have any business activities outside India, there were no foreign exchange earnings or outflow, during the year under review.

15. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):

There are no employees whose particulars are required to be shown in terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with and the rules framed there under.

16. EMPLOYEE RELATIONS:

Relations with the employees remained cordial. TheDirectors wish to place on record their appreciation for the co-operation received from the employees at all levels.

17. ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the shareholders, bankers, customers & vendor''s for the confdence reposed in the Company''s management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board of Directors (Rasiklal D. Thakkar) Director

Place: Mumbai Date: 26th August, 2014

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Mar 31, 2013

To, The Members of GRAVITY (INDIA) LIMITED

The Directors have pleasure in presenting the Twenty Sixth Annual Report and Audited Accounts of the Company for the year ended March 31,2013

1. FINANCIAL RESULTS:

(Rs.in lakhs) FINANCIAL RESULTS 2012-2013 2011-2012

Income from operations and

Other Income 3289.63 3192.54

Profitbefore Interest and Depreciation 64.47 62.61

Less: Interest paid 0.89 0.65

Less: Depreciation 54.36 53.82

Profit after Interest and Depreciation 9.21 8.14

Less: Provision for taxation 12.03 2.4

Profit after taxation (2.82) 5.73

Add: Balance brought forward 101.65 95.92

Profit available for appropriation 98.83 101.65

Provision Reversed 0 0

Balance carried forward 98.83 101.65

Total Appropriation 98.83 101.65

2. SHARE CAPITAL

The Authorised Share Capital of the Company is divided into 150 Lakh Equity Shares of X 10/- each, aggregating to X 15 Crore. The Issued, Subscribed and Paid up Capital is Rs.90,019,500 (Nine Crores Nineteen Thousand Five Hundred only) divided into 9,001,950 Equity Shares of X10/- each as on March 31,2013.

3. RESERVES:

Reserves and Surplus were X 2,95,64,994/- at the end of the financial year. During the year, the Company has not transferred any amount to General Reserve.

4. OPERATIONS:

During the year under review, the sales turnover of the Company increased from X 3185.22 Lakhs in the previous year to X 3282.78 Lakhs. The Profit of the Company before Taxation has marginally increased from 8.13 Lakhs to X 9.21 Lakhs however after Tax expenses there was a Net Loss of X 2.82 Lakhs.

5. DIVIDEND:

On account of the ongoing global recession and the need to increase the reserves of the Company, the Board has not recommended any dividend for the year under review.

6. DIRECTORS:

Mr. Vipul Kumar Prajapati retires by rotation and being eligible, offers himself for re-appointment. The Board recommends the reappointment of Mr. Vipul Kumar Prajapati as Director of the Company. There were no other changes in the constitution of the Board of Directors during the year under review. There are no other changes in the composition of the Board of Directors of the Company.

7. FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the financial year.

8. LISTING OF COMPANY''S SHARES:

Your Company''s Equity Shares continue to be listed on The Stock Exchange, Mumbai in the Indo Next(S) Group. The annual listing fee for the year 2013-2014 has been paid to The Stock Exchange, Mumbai.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. In preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards had been followed, along with a proper explanation relating to material departures, if any.

ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and loss of the company after making Taxation expenses for the year ended March 31,2013.

iii. Your Directors have 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, and

iv. Your Directors have prepared the annual accounts forthe year ended March 31,2013 on a going concern basis.

10. AUDITORS:

M/s J C Kabra & Associates, Chartered Accountants, Mumbai who are the Auditors of the Company and hold office until the conclusion of the forthcoming Annual General Meeting, are recommended for re-appointment. As required under the provision to Section 224 (1) of the Act, the company has obtained written confirmation from J C Kabra & Associates that their appointment, if made, would be in conformity with the limits specified in Section 224 (1B) of the Act.

11. AUDITOR''S REPORT

Observations made in the Auditor''s Report are self explanatory and therefore do no call for any further comments under Section 217(3) of the Companies Act, 1956.

12. CORPORATE GOVERNANCE:

A separate section on Corporate Governance is included in the Annual Report as Annexure I. and forms a part of this Report.

A certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance as stipulated in the clause 49 of the listing agreement with the Stock Exchanges is annexed thereto.

13. MANAGEMENT DISCUSSION and ANALYSIS REPORT

The Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchange is annexed as Annexure II forming part of this report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

(a) CONSERVATION OF ENERGY:

During the year under review, your Company has taken necessary steps to conserve the energy and improve the efficiency of machines Your Company has also taken steps like reduction in daily A.C. running time, switching off lights and air conditioning during lunch breaks, to conserve energy.

(b) TECHNOLOGY ABSORPTION:

Your Company has advanced machines like Sulzer and hence no updations were undertaken during the year under review.

(c) FOREIGN EXCHANGE:

As your Company has no offices abroad nor does it have any business activities outside India, there were no foreign exchange earnings or outflow, during the year under review.

15. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):

There are no employees whose particulars are required to be shown in terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with and the rules framed there under.

16. EMPLOYEE RELATIONS:

Relations with the employees remained cordial. The Directors wish to place on record their appreciation for the co-operation received from the employees at all levels.

17. ACKNOWLEDGMENTS:

The Directors wish to express their gratitude to the shareholders, bankers, customers and vendors for the confidence reposed in the Company''s management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board of Directors

Place: Mumbai (Rasiklal D. Thakkar)

Date: 30 August, 2013 Chairman and Managing Director

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Mar 31, 2012

To, The Members of GRAVITY (INDIA) LIMITED

The Directors have pleasure in presenting their Twenty Fifth Report and Audited Accounts of the Company for the year ended 31s'March, 2012

1. FINANCIAL RESULTS: (Rupees in lakhs)



FINANCIAL RESULTS 2011-12 2010-11

Income from operations and Other Income 3192.54 3583.87

Profit before Interest & Depreciation 62.61 69.14

Less: Interest paid 0.65 0.63

Less: Depreciation 53.82 53.84

Profit after Interest & Depreciation 8.14 14.67

Less: Provision for taxation 2.40 5.30

Profit after taxation 5.73 9.37

Add: Balance brought forward 95.92 86.15

Profit available for appropriation 101.65 95.52

Provision Reversed 0.00 (0.40)

Balance carried forward 101.65 95.92

Total Appropriation 101.65 95.52





2. SHARE CAPITAL

The Authorised Share Capital of the Company is divided into 150 Lacs Equity Shares of Rs.10/- each, aggregating to Rs.15 Crore. The Issued, Subscribed and Paid up Capital is Rs.90,019,500 (Nine CroresNineteen Thousand Five Hundred only) divided into 9,001,950 Equity Shares of Rs. 10/-each as on 31st March 2012.

3. RESERVES:

Reserves & Surplus were Rs. 29,847,201 at the end of the financial year. During the year, the Company has not transferred any amount to General Reserve

4. OPERATIONS:

During the year under review, the sales turnover of the Company stands Rs. 3185.22Lacs in the current year and previous year turnover stands to Rs. 3574.07Lacs. The Net Profit has decreased marginally from Rs. 9.37Lacs in the previous year to Rs. 8.13Lacs in the current financial year.

5. DIVIDEND:

On account of the ongoing global recession and the need to increase the reserves of the Company, the Board has not recommended any dividend for the year under review.

6. DIRECTORS:

Mrs. Dakshaben Thakkar retires by rotation and being eligible, offers herself for re-appointment. The Board recommends the reappointment of Mrs. Dakshaben Thakkar as Director of the Company. There were no other changes in the constitution of the Board of Directors during the year under review. There are no other changes in the composition of the Board of Directors of the Company.

7. FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the financial year.

8. LISTING OF COMPANY'S SHARES:

Your Company's Equity Shares continue to be listed on The Stock Exchange, Mumbai in the Indo Next(S) Group. The annual listing fee for the year 2012-2013 has been paid to The Stock Exchange, Mumbai.

9. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state & confirm that:

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

ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 year.

iii. Your Directors have 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 defecting fraud and other irregularities.

iv. Your Directors have prepared the annual accounts on a going concern basis.

10. AUDITORS:

M/s J.C.Kabra & Associates , Chartered Accountants, Mumbai who are the Auditors of the Company and hold office until the conclusion of the forthcoming Annual General Meeting , are recommended for re-appointment

11. AUDITOR'S REPORT

Observations made in the Auditor's Report are self explanatory& therefore do no call for any further comments under Section 217(3) of the Companies Act, 1956,

12. CORPORATE GOVERNANCE:

A separate section on Corporate Governance is included in the Annual Report as Annexure I. and forms a part of this Report The certificate from the Company's Auditors confirming the compliance of conditions of Corporate Governance as stipulated in the clause 49 of the listing agreement with the Stock Exchanges is annexed thereto.

13. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report as required under the Listing Agreement with the stock exchange is annexed asAnnexure II forming part of this report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

(a) CONSERVATION OF ENERGY:

During the year under review, your Company has taken necessary steps to conserve the energy and improve the efficiency of machines Your Company has also taken steps like reduction in daily A.C. running time, switching off lights and air conditioning during lunch breaks, to conserve energy.

(b) TECHNOLOGYABSORBTION:

Your Company has advanced machines like sulzer and hence no updations were undertaken during the year under review.

(c) FOREIGN EXCHANGE:

As your Company has no offices abroad nor does it have any business activities outside India, there were no foreign exchange earnings or outflow, during the year under review.

15. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):

There are no employees whose particulars are required to be shown in terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with and the rules framed there under.

16. EMPLOYEE RELATIONS:

Relations with the employees remained cordial. The Directors wish to place on record their appreciation for the co-operation received from the employees at all levels.

17. ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the shareholders, bankers, customers & vendor's for the confidence reposed in the Company's management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board of Directors

(Rasiklal D. Thakkar)

Chairman & Managing Director

Place: Mumbai

Date: 5thSeptember, 2012

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Mar 31, 2010

The Directors have pleasure in presenting their Twenty Third Report and Audited Accounts of the Company for the year ended31s,March,2010

FINANCIAL RESULTS 2009-2010 2008-2009

Income from operations & 3651.58 2691.84

Other Income

Profit before Interest & Depreciation 81.48 82.89

Less: Interest paid 2.25 7.20

Less: Depreciation 55.40 55.58

Profit after Interest & Depreciation 23.83 20.11

Add/Less: Provision for taxation 00.51 15.55

Profit after taxation 24.35 4.56

Add: Balance brought forward 66.09 57.60

Profit available for appropriation 90.44 62.16

Provision Reversed 4.29 (3.94)

Balance carried forward 86.14 66.09

Total Appropriation 90.44 62.16



1. SHARE CAPITAL

The Authorised Share Capital of the Company is divided into 150 Lacs Equity Shares of Rs.10/- each, aggregating to Rs.15 Crore. The Issued, Subscribed and Paid up Capital is Rs.9,00,19,500 (Nine Crores Nineteen Thousand Five Hundred Only) divided into 90,01,950 Equity Shares of Rs. 10/- each as on 31st March 2010.

2. RESERVES:

Reserves & Surplus were Rs. 282.97 Lacs at the end of the financial year. During the year, the Company has not transferred any amount to General Reserve.

3. OPERATIONS:

During the year under review, the sales turnover of the Company increased from Rs. 2678.46 Lacs in the previous year to Rs. 3643.14 Lacs.. The Net Profit has increased from 4.56 Lacs in the previous year to Rs. 24.34 Lacs in the current financial year.

4. DIVIDEND:

As the profits are not adequate, the Company has not declared any dividend for this year.

5. DIRECTORS:

Mr. Vipul Kumar Prajapati retires by rotation and being eligible, offers himself for re-appointment. Mr. Rasiklal Thakkar, Chairman and Managing Director of the Company, is reappointed as Managing Director, for a further period of five years w.e.f. 1st April 2010. Resolution seeking approval of members for reappointment of Mr. Rasiklal D. Thakkar as Managing Director has been incorporated in the Notice of this

- Annual General Meeting and the Explanatory Statement thereto.

6. FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the financial year.

7. LISTING OF COMPANYS SHARES:

Your Companys Equity Shares continue to be listed on The Stock Exchange, Mumbai in the indo Next(S) Group. The annual listing fee for the year 2010-2011 has been paid to The Stock Exchange, Mumbai.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuantto Section 217 (2AA)ofthe Companies Act, 1956, the Board of Directors of the Company hereby state & confirm that:

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

ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of he state of affairs of he Company at the end of the financial year and of the profit of the Companyfor that year.

iii. Your Directors have 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 defecting fraud and other irregularities.

iv. Your Directors have prepared the annual accounts on a going concern basis.

9. AUDITORS:

M/s. J. C. Kabra & Associates, Chartered Accountants, Mumbai who are the Auditors of the Company and hold office until the conclusion of the forthcoming Annual general meeting, are recommended for re-appointment.

10. AUDITORS REPORT

Observations made in the Auditors report are self explanatory & therefore do no call for any further comments under Section 217(3) of the Companies Act, 1956.

11. CORPORATE GOVERNANCE:

A separate section on Corporate Governance is included in the Annual Report as Annexure I. and forms a part of this Report

The certificate from the Companys Auditors confirming the compliance of conditions of Corporate Governance as stipulated in the clause 49 of the listing agreement with the Stock Exchanges is annexed thereto.

12. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report as required under the Listing Agreement with the stock exchange is annexed as Annexure II forming part of this report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

(a) CONSERVATION OF ENERGY:

During the year under review, your Company has taken necessary steps to conserve the energy and improve the efficiency of machines Your Company has also taken steps like reduction in daily A.C. running time, switching off lights and air conditioning during lunch breaks, to conserve energy.

(b) TECHNOLOGY ABSORBTION:

Your Company has advanced machines like sulzer and hence no updations were undertaken during the year under review.

(c) FOREIGN EXCHANGE:

As your Company has no offices abroad nor does it have any business activities outside India, there were no foreign exchange earnings or outflow, during the year under review.

14. PARTICULARS OF EMPLOYEES UNDERSECTION217(2A):

There are no employees whose particulars are required to be shown in terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with and the rules framed there under.

15. EMPLOYEE RELATIONS:

Relations with the employees remained cordial. The Directors wish to place on record their appreciation for the co-operation received from the employees at all levels.

16. ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the shareholders, bankers, customers & vendors for the confidence reposed in the companys management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.



By order of the Board of Directors

For Gravity (India) Limited

Place: Mumbai Rasiklal D. Thakkar

Date : 18th August, 2010 Chairman b Managing Director