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
(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
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.
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
(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
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.
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.
There are no internal auditors in the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
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
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
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
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 is not a NBFC, Housing Company etc., and hence Industry
based disclosures is not required.
EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the
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
Your Directors are pleased to record their sincere appreciation of the
contribution by the staff at all levels in the improved performance of
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
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
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
Place: Hyderabad Vimal Raj Mathur Sudheep Raj
Managing Director Director
(DIN: 03138072) (DIN: 03138111)