gravity (india) limited · rai (india) imid notice ... 2018 varun thakkar managing director (din:...

GRAVITY (INDIA) LIMITED Regd. Office : Gala No.131, I st Floor, Sanjay Bldg. No.5-B, Mittal Estate, Andhen-Kurla Road, F A B R I C S Andher~ (E), Mumba~ - 400 059 Ind~a Phone : 6694 971 5 1 16 Fax 00-91 -22-2859 5429 GARMENTS Email : [email protected] Website : www.gravQindia.net CIN : L17110MH1987PLCO42899

Date: 26/11/2018

To, Mr Manish R a v a w r Sarnbhaji Solat Associate Manager Listing Compliance

Subject: Regarding non-submission of Annual Report for the Year ended 31sf March, 2018.

Dear Sir

With reference to the letter eceived by us on

November, 24, 2018 r r Regulation 34 of

SEBI (LODR) Regulati d on March 31,2018 we would like

to state that the Co ously and without any malafide

intention failed/ rnisse on the Exchange for the Financial Year

ended March 31,2018

We shall ensure not t~ compliance within

specified time as ation Disclosure Requirement) Regulations,

2015. r .

We also request was our first non-compliance under said

regulation kindly alty amount in this regard.

You are requested to please takethe same on record and oblige.

For & on behalf of Gravity (India),&imited

CFO Din: 00348406

31st Annual Report 2017-18

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THIRTYTH ANNUAL REPORT 2017-18CIN NO. : L17110MH1982PLC042899

1. AGM Notice .................................................................................................................................................................04

2. Director’s Report .......................................................................................................................................................10

3. Secretarial Audit Report ....................................................................................................................................17

4. Statement of AOC-2 ................................................................................................................................................19

5. Statement of MGT 9..................................................................................................................................................20

6. Corporate Governance Report .............................................................................................................................29

7. Management Discussion and Analysis Report ...............................................................................................42

8. Independent Auditors Report ...............................................................................................................................44

9. Statement of Cash Flow ........................................................................................................................................49

10. Balance Sheet ..............................................................................................................................................................50

11. StatementofProfitandLoss .................................................................................................................................51

12. Notes Forming Part of Financial Statements ..................................................................................................53

13. Attendance Slip ..........................................................................................................................................................68

14. Proxy Form ........................................................................................................................................................................

PLANT LOCATION Survey No.10/1, Village Khutali,Khanvel, Dudhani Road, Silvassa,Union Territory of Dadra and Nagar Haveli.

REGISTERED OFFICEGala No. 131, Sanjay Bldg. No 5-B,Mittal Industrial Estate, Andheri-Kurla Road,Andheri (East), Mumbai- 400 059. India.

GRAVITY (INDIA) LIMITED

Mr. Varun D. ThakkarChairman & Managing Director

(DIN: 00894145)

Mrs. Prabhavati ShettyIndependent Director

(DIN: 01883922)

Mrs. Dakshaben R. ThakkarDirector

(DIN: 005768846)

Mr. Vipul PrajapatiIndependent Director

(DIN: 2122209)

BORAD OF DIRECTORS

COMPANY SECRETARYSUJATA NADGOUDA (resigned w.e.f 12.7.2018)

CFOJAY THAKKAR

BANKERSBank of Baroda

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NOTICE

NOTICEisherebygiventhatthe31stAnnualGeneralMeetingoftheMembersofGravity(India)LimitedwillbeheldattheRegisteredOfficeoftheCompanysituatedatUnitNo:131,1stFloor,SanjayBuildingNo.5-B,MittalIndustrialEstate,Sir Mathuradas Vasanji Road, Andheri (East), Mumbai – 400 059, India, on Saturday, 29th September, 2018 at 1:00 pm to transact the following business:ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Financial Statement (Standalone) for the Financial Year ended 31st

March, 2018, and the Reports of Board of Directors and Auditors thereon.2. To appoint a Director in place of Mr. Dakshaben Rasiklal Thakkar (DIN: 00576846) who retires by rotation at this

Annual General Meeting and being eligible, seeks re-appointment.3. ToratifytheappointmentofStatutoryAuditorsfortheFinancialYear2018-19andtofixtheirremunerationinthis

regard: “RESOLVED THAT pursuant to the provisions of Sections 139 and all other applicable provisions, if any, of the

Companies Act, 2013, and the, Companies (Audit and Auditors Rules, 2014, as amended from time to time, the CompanyherebyratifiestheappointmentofM/s.LLB&Co,CharteredAccountants,Mumbai(FirmRegistrationNo.117758W)asStatutoryAuditorsoftheCompany,toholdofficefromtheconclusionofthisAnnualGeneralMeetng till the conclusion of the Annual general Meeting to be held in the year 2019-20 to examine and Audit the Accounts of the Company at such Remuneration as may be mutually agreed between the Board of directors of the Company and the Auditors.”

SPECIAL BUSINESS 4. ToconsiderandapprovetheProposalforSaleofpremisesoftheCompanysituatedonsecondflooratKondivita

202, Bldg. No. 2, CTS 468, Kondivita Village, Opp. Saidev Hotel, Andheri East, Mumbai 400059.

To consider and if thought fit, to pass, with or without modification, the following resolution as a SPECIALRESOLUTION:

“RESOLVED THAT in furtherance to resolution passed at the Board Meeting of the Company held on 09th August, 2018 and pursuant to Section 180 (1) (a) and other provision (if any) of the Companies Act, 2013 (including anystatutorymodificationsorre-enactmentsthereof) theMemorandumandtheArticlesofAssociationoftheCompany and subject to such other approvals and permissions as may be required and applicable to the Company, the consent of the shareholders be and is hereby accorded to sell/dispose off the whole or part of the company’s undertakinginpremisessituatedonsecondflooratKondivita202,Bldg.No.2,AndheriEast,Mumbai400059.

“RESOLVED FURTHER THAT the Board proposes to sell/dispose of premises of the Company situated on second flooratKondivita202,Bldg.No.2,CTS468,KondivitaVillage,Opp.SaidevHotel,AndheriEast,Mumbai400059onsuch terms and conditions as may be approved by the Board.

“RESOLVED FURTHER THATanyoneoftheDirectorsoftheCompanybeand isherebyauthorizedtofinalisethe terms of sale as aforesaid and such other agreements deeds, documents, indemnities, contracts, declarations, undertakings, forms, letters and such other papers as may be necessary, desirable and expedient to be agreed, signedandexecuted,todeterminetheconsideration,andtomakeallsuchfilingsandapplicationsforthestatutory/regulatory and other approvals as may be required in the matter of selling and / or disposing off the asset of the Company and to complete the aforesaid transaction to be in the best interest of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any one of the Directors of the CompanybeandisherebyauthorisedbytheBoardtofinalise,settleandexecutesuchdocuments,deeds,writings,papers, agreements as ,ay be required and to do all acts, deeds, matter and things necessary proper or desirable andtosettleanyquestions,difficultiesordoubtsthatmayariseinthisregard.

By Order of the Board Gravity (India) Limited

Mumbai09th August, 2018 Varun Thakkar

Managing Director (DIN: 00894145)


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Explanatory Statement attached as per Section 102 of the Companies Act, 2013

NOTES:

1. AMEMBERENTITLEDTOATTENDANDVOTEATTHEMEETINGISENTITLEDTOAPPOINTAPROXY,OR,WHERETHATISALLOWED,ONEORMOREPROXIES,TOATTENDANDVOTEINSTEADOFHIMSELF/HERSELF,ANDTHATAPROXYNEEDNOTBEAMEMBEROFTHECOMPANY.

Pursuant to Section 105 of the Companies Act, 2013 and Rule 19 the Companies (Management & Administration) Rules,2014,apersoncanactasaproxyonbehalfofmembersuptoandnotexceedingfiftyandholdingintheaggregate not more than ten per cent of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

Proxies,inordertobeeffective,mustbereceivedattheRegisteredofficeoftheCompanyatUnitNo:131,1stFloor,Sanjay Building No.5-B, Mittal Industrial Estate, Sir Mathuradas Vasanji Road, Andheri (East), Mumbai – 400 059, not less than forty-eight hours before the commencement of the AGM.

Incaseofjointholdersattendingthemeeting,thememberswhosenameappearsasthefirstholderintheorderof the names as per the Register of Members of the company will be entitled to vote.

Corporate members intending to send their authorised representatives to attend the Meeting are requested to sendtotheCompanyacertifiedcopyoftheBoardResolutionauthorisingtheirrepresentativetoattendandvoteon their behalf at the Meeting.

2. The Company’s Registrar and Transfer Agents for its Share Registry Work (Physical and Electronic) are Universal CapitalSecuritiesPvt.Ltd.(FormerlyknownasMondkarComputerPvt.Ltd.)(Unit:Gravity(India)Limited)-21,ShakilNiwas, Mahakali Caves Road, Andheri (East), Mumbai – 400 093.

3. The Register of Members and Transfer Books of the Company will be closed from Saturday 22nd September, 2018 to Saturday 29th September,2018 (both days inclusive) for determining the names of the members eligible for dividend on Equity Shares, if declared in the meeting.

4. Members are requested to furnish bank details, Email address, change of address etc. to the Company’s Registrar and Share Transfer Agents so as to reach them at the latest, in order to take note of the same. In respect of members holding shares in electronic mode, the details would be furnished by the Depositories as at the close of the aforesaid date will be considered by the Company. Hence, Members holding shares in demat mode should update their records at the earliest.

5. Alldocuments referred to in theaccompanyingNoticeareopen for inspectionat theRegisteredOfficeof theCompany on all working days, except Saturdays and Sundays, between 11 a.m. and 1 p.m. up to the date of the Annual General Meeting.

6. Members can avail of the facility of nomination in respect of shares held by them in physical form pursuant to the provisions of Section 72 of the Companies Act, 2013. Members desiring to avail of this facility may send theirnomination in theprescribedFormNo.SH-13dulyfilled in toUniversalCapitalSecuritiesPvt.Ltd.at theabove mentioned address. Members holding shares in electronic mode may contact their respective Depository Participants for availing this facility.

7. Under the Companies Act, 2013 dividends that are unclaimed/unpaid for a period of seven years are required to be transferred to the Investor Education and Protection Fund (“IEPF”) administered by the Central Government. As there is no unpaid or unclaimed Dividend lying with the Company that need to be transferred to IEPF, there is no information under this head.

8. The Securities and Exchange Board of India has made it mandatory for all companies to use the bank account details furnished by the Depositories and the bank account details maintained by the Registrar and Transfer Agents for payment of dividend through Electronic Clearing Service (“ECS”) to investors wherever ECS and bank details are available. In the absence of ECS facilities, the Company will print the bank account details, if available, on the payment instrument for distribution of dividend. The Company will not entertain any direct request from Members holding shares in electronic mode for deletion of/change in such bank details. Further, instructions if any, already given by them in respect of shares held in physical form will not be automatically applicable to shares held in the

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electronic mode. Members who wish to change such bank account details are therefore requested to advise their Depository Participants about such change, with complete details of bank account.

9. Pursuant to sections 101 and 136 of the Companies Act, 2013 read with the Rules framed thereunder, the Notice calling the Annual General Meeting along with the Annual Report 2017-18 would be sent by electronic mode to those Members whose e-mail addresses are registered with the Depository or the Company’s Registrar and Transfer Agents, unless the Members have requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies would be sent by the permitted mode. Members are requested to support this Green Initiative by registering/updating their e-mail addresses with the Depository Participant (in case of Shares held in dematerialised form) or with the RTA (in case of Shares held in physical form).

10. Section 20 of the Companies Act, 2013 permits service of documents on members by a company through electronic mode. Accordingly, as a part of the Green Initiative, electronic copy of the Annual Report for FY 2017-18 is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a physical copy of the same. Members may also note that the Annual Report for FY 2017-18 will also be available on the Company’s website www.gravityindia.net for download.

11. The Company has designated an exclusive e-mail id viz. [email protected] to enable Investors to register their complaints, if any

12. Members are requested to: a. intimatetotheCompany’sRegistrarandTransferAgents,UniversalCapitalSecuritiesPvt.Ltd.changes,ifany,are

to be made in their registered addresses at an early date, in case of Shares held in physical form; b. intimate to the respective Depository Participant, changes, if any, in their registered addresses at an early date, in

case of Shares held in dematerialised form; c. quote their folio numbers/Client ID/DP ID in all correspondence; and d. consolidate their holdings into one folio in case they hold Shares under multiple folios in the identical order of

names e. Bring their copy of the Annual Report to the Annual General Meeting.

13. Members/Proxies/Representatives are requested to bring the Attendance Slip enclosed in the Annual Report for attending the Meeting

14. IMPORTANT – E-Voting Instructions:

a. In compliance with the provisions of Section 108 of the Companies Act, 2013 and the Rules framed thereunder and theRegulation44oftheSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015,theMembersareprovidedwiththefacilitytocasttheirvoteelectronically,throughe-votingservicesprovidedbyCDSL,onallthe resolutions set forth in this Notice. Instructions for e-voting are given here in below. A resolution passed by the Members through remote e-voting and polling paper is/are deemed to have been passed as if they have been passed at the AGM.

b. Mr. Paras Rajendra Shah has been appointed as the Scrutiniser to scrutinise the voting and remote e-voting process in a fair and transparent manner.

c. The facility for voting, through polling paper shall also be made available at the meeting and Members attending the meeting who have not already cast their votes by remote e-voting shall be able to exercise their right at the meeting.

d. The members who have cast their vote by remote e-voting or by ballot form prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

e. Members can opt for only one mode of voting i.e. either by Polling or e-voting. In case members cast their votes through both modes, voting done by e-voting shall prevail and votes cast through Polling paper shall be treated as invalid.

f. The remote e-voting period commences from Wednesday, 26th September, 2018 (09:00 am) I.S.T to Friday 28th September, 2018 (05:00 pm) IST . During this period members’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Sunday, 23rd September, 2018 may cast their vote by remotee-voting.Theremotee-votingscheduleshallbedisabledbyCDSLforvotingthereafter.Oncethevoteona resolution is cast by the member, the member shall not be allowed to change it subsequently.


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15. The process and manner for remote e-voting are as under:

The instructions for shareholders voting electronically are as under:

The voting period begins on Wednesday, 26th September, 2018 (09:00 am) I.S.T and ends on Friday 28th September, 2018 (05:00 pm) IST During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Sunday, 23rd September, 2018 may cast their vote electronically. The e-voting moduleshallbedisabledbyCDSLforvotingthereafter.

Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(i) The shareholders should log on to the e-voting website www.evotingindia.com.

(ii) Click on Shareholders.

(iii) Now Enter your User ID

a. ForCDSL:16digitsbeneficiaryID,

b. ForNSDL:8CharacterDPIDfollowedby8DigitsClientID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(iv) NextentertheImageVerificationasdisplayedandClickonLogin.

(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vi) Ifyouareafirsttimeuserfollowthestepsgivenbelow:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participantarerequestedtousethefirsttwolettersoftheirnameandthe8digitsofthesequencenumberwhichismentionedinaddresslabelassrnoaffixedonAnnualReport,inthePANfield.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s beforethenumberafterthefirsttwocharactersofthenameinCAPITALletters.Eg.If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 inthePANfield.

Dividend Bank Details

OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company please enter thememberid/folionumberintheDividendBankdetailsfieldasmentionedininstruction (v)

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily entertheirloginpasswordinthenewpasswordfield.Kindlynotethatthispasswordistobealsousedbythedematholders for voting for resolutions of any other company on which they are eligible to vote, provided that company optsfore-votingthroughCDSLplatform.Itisstronglyrecommendednottoshareyourpasswordwithanyotherpersonandtakeutmostcaretokeepyourpasswordconfidential.

(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

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(x) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

(xi) On the votingpage, youwill see “RESOLUTIONDESCRIPTION”andagainst the same theoption “YES/NO” forvoting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiii) Afterselectingtheresolutionyouhavedecidedtovoteon,clickon“SUBMIT”.Aconfirmationboxwillbedisplayed.Ifyouwishtoconfirmyourvote,clickon“OK”,elsetochangeyourvote,clickon“CANCEL”andaccordinglymodifyyour vote.

(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xvi) IfademataccountholderhasforgottentheloginpasswordthenEntertheUserIDandtheimageverificationcodeand click on Forgot Password & enter the details as prompted by the system.

(xvii) ShareholderscanalsocasttheirvoteusingCDSL’smobileappm-Votingavailableforandroidbasedmobiles.Them-Voting app can be downloaded from Google Play Store. i-Phone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively on or after 30th June 2016. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xviii) Note for Non – Individual Shareholders and Custodians.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be emailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

The scrutinizer shall unblock the votes cast to remote evoting in the presence of at least two witness not in the employment of the Company.

The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Poling Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

TheScrutinizershallaftertheconclusionofvotingatthegeneralmeeting,willfirstcountthevotescastat themeeting and thereafter not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, along with the result of remote e-voting shall submit the same to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.gravityindia.netandonthewebsiteofCDSLimmediatelyafterthedeclarationofresultbytheChairmanorapersonauthorizedbyhiminwriting.TheresultsshallalsobeimmediatelyforwardedtotheBSELimited,Mumbai.


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EXPLANATORY STATEMENT TO THE ANNUAL GENERAL MEETING NOTICE:

ITEM NO. 04:

In terms of Section 180(1)(a) of the Companies Act, 2013, a company cannot sell, lease or otherwise dispose off the whole or substantially the whole of the undertaking of the company without the consent of the shareholders by way of a special resolution at the general meeting of the company.

In terms of explanation to Section 180(1)(a), the term ‘undertaking’ means an undertaking in which the investment ofthecompanyexceeds20%ofitsnetworthaspertheauditedbalancesheetoftheprecedingfinancialyearoranundertakingwhichgenerates20%ofthetotalincomeofthecompanyduringthepreviousfinancialyear.

Theexpression‘substantiallythewholeoftheundertaking’inanyfinancialyearshallmean20%percentormoreofthevalueoftheundertakingaspertheauditedbalancesheetoftheprecedingfinancialyear.

InfurtherancetotheabovementionedpurposetheBoardproposestosellits’propertysituatedonsecondfloorat Kondivita 202, Bldg. No. 2, CTS 468, Kondivita Village, Opp. Saidev Hotel, Andheri East, Mumbai 400059 for an amount not exceeding Rupees. Five Crore.

Furthertocomplywiththeprovisionsofsection180(1)(a)asspecifiedabove,thecompanyisexceedingthelimitspecifiedinthesaidsection,andhenceitisrequiredtogranttheapprovalofShareholders.

The Board recommends the resolution No. 04 for the approval of shareholders as Special Resolution.

Except Mr. Varun Thakkar, Managing Director of the Company, Mr. Jay Thakkar CFO of the Company and Mrs. Dakshaben Thakkar Non-Executive Director of the Company, None of the other Directors and KMP are in any way interested in the said resolution except for their shareholding in the company.

Details of the Directors seeking re-appointment at the 31st. Annual General Meeting

(In pursuance of Regulation 36 of the SEBI (Listing and Disclosure Requirements) Regulations, 2015)

Name of the Director Mrs. Dakshaben Rasiklal Thakkar

Date of Birth 04/03/1957

Date of Appointment 13/03/1987

Qualifications S.S.C

Directorship in other Companies GravityTextilesPvtLtd

DakshaliSyntheticsPvtLtd

CommitteePositionsinGravity(India)Limited Audit Committee – Member

Nomination & Remuneration Committee – Member

Stakeholder’s Relationship Committee – Member

CommitteePositionsinotherPublicLimitedCompanies None

Relation between Directors Mother of Mr. Varun Thakkar, Managing Director

NumberofSharesheldinGravity(India)Limited 8,37,597

By Order of the Board Gravity (India) Limited Mumbai Sd/-Date: 9th August , 2018 Varun Thakkar Chairman & Managing Director (DIN 00894145)

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DIRECTORS’ REPORT FOR THE FINANCIAL YEAR 2017-2018

To

The Members,

Your Directors have pleasure in presenting Annual Report on the business and operations of the Company and the accounts forthefinancialyearendedon31stMarch,2018.1.Financial Results:-

(Amt. in Rs)

Particulars 31.03.2018 31.03.2017

Turnover 213,905,437 239,696,314

Total Revenue 214,776,313 250,784,884

Less:TotalExpenditure 214,439,150 250,692,219

Profit/lossbeforeexceptionalitems,Extraordinaryitemandtax 337,163 92,664

Exceptional items 0 0

Profit/(loss)beforetax 337,163 92,664

Less:Provisionfortax/deferredtax 7,190,294 464,925

NetProfitaftertax -6,853,131 -37,2260

2.Share Capital

The Authorized Share Capital of the Company is divided into 150 lakhs Equity Shares of Rs.10 /-each, aggregating to Rs. 15crores.TheIssued,SubscribedandPaidupCapitalisRs.90019500(NineCroreNineteenthousandfivehundredonly)divided into 9,001,950 Equity shares of Rs. 10/- each as on 31st March,2018.

3.Reserves:-

Reserve&SurpluswereRs10,883,557attheendofthefinancialyear.Duringtheyear,thecompanyhasnottransferredany amount to General Reserve.

4.Dividend:-

On account of net loss to the Company the Board has not recommended any dividend for the year under review.

5.Operations:-

During the year under review, the Sales turnover of the company decreased from Rs. 239,696,314 in the previous year to Rs. 213,905,437. The net loss of the Company for the year is Rs. 6,853,131 as against a net loss of Rs. 37,2260 in previous year.

6. Material changes occurred between the end of the Financial Year to which the financial statements relate and the date of the Report .

ThesearenoMaterialChangeswhichoccuredbetweenendoffinancialyear2017-18andthedateoftheReport.

7. Board of Directors and Composition:-

The Board of Directors comprise of eminent, experienced and reputed Individuals of the Industry. During the year, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.


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There we no changes in the composition of the Board of Directors of the Company.

The current compositions of the Board of Directors of the Company are as follows:

Name of the Director DIN Designation

MRS.DAKSHABENRASIKLALTHAKKAR 00576846 NON-EXECUTIVEDIRECTOR

MRS.PRABHAVATIVENUGOPALSHETTY 01883922 INDEPENDENT DIRECTOR

MR.VIPULNAROTTAMPRAJAPATI 02122209 INDEPENDENT DIRECTOR

MR.VARUNRASIKLALTHAKKAR 00894145 MANAGING DIRECTOR

Details of the Key Managerial Personnel of the Company

Name Designation

JAYRASIKLALTHAKKAR CFO

SUJATA DEEPAK NADGOUDA CS

However, after the closure of Financial Year, CS Sujata Nadgauda Company Secretary and ComplianceOfficer of theCompany has resigned from the Company with effect from 12th July, 2018 and CS Kavita Javheri (Mem: 31373) has been appointed in place of Sujata Nadgauda with effect from 13th August, 2018.

Mrs. Dakshaben Rasiklal Thakkar, Director of the Company who retires by rotation at the ensuring Annual General Meeting and being eligible offered herself for re- appointment.

TheBoardmethas4(Four)timesduringthefinancialyear2017-18on29May2017,09August2017,14November2017and12February,2018.DetailsofattendanceandotherdetailsofBoardMeetingarespecifiedinCorporateGovernanceReport.

8. Composition of Mandatory Committee:

Alsopursuanttotheprovisionsstipulatedin18,19and20oftheSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015(AlsoasstipulatedunderClause49oftheerstwhileListingAgreement)theCompanyshallmandatorilyform the below mentioned Committees which shall be duly constituted. The Committee Meeting details are detailed in Corporate Governance Respects.

Name of Committee Current Constitution of the Committee

Audit Committee Mrs. Prabhavati Shetty

Mrs. Dakshaben Thakkar

Mr. Vipul Prajapati

Nomination and Remuneration Committee Mrs. Prabhavati Shetty


Mr. Vipul Prajapati

Stakeholders Grievances Committee Mrs. Dakshaben Thakkar

Mrs. Prabhavati Shetty

Mr. Vipul Prajapati

Independent Directors Mrs. Prabhavati Shetty

Mr. Vipul Prajapati

The Company Secretary of the Company is Secretary to each of these Committees.

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9. Public Deposits:-

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

10. Listing of Company’s Shares:-

Your Company’s Equity Shares continue to be listed on the Bombay Stock Exchange, Mumbai in the Indo Next(S) Group. The annual listing fee for the year 2017-18 has been paid to The Stock Exchange, Mumbai.

11. Director’s Responsibility Statement:-

In terms of Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state &confirmthat:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same;

(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 companyattheendofthefinancialyearandoftheprofitandlossofthecompanyforthatperiod;

(c) thedirectors had takenproper and sufficient care for themaintenanceof adequate accounting records inaccordance with the provisions of the 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) thedirectors,hadlaiddowninternalfinancialcontrolstobefollowedbythecompanyandthatsuchinternalfinancialcontrolsareadequateandwereoperatingeffectively.

(f) the directors, have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Board Evaluation:-

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Director pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed bySEBI(ListingObligationsandDisclosureRequirements),Regulations2015.

The performance of the Board and Committees was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The Board and the nomination and remuneration committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive Directors and non-executive Directors. The same was discussed in the Board meeting that followed the meetingof the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.


13

13. Auditors:-

LLB&Co,(FirmRegistrationNo117758W)CharteredAccountant,wereinthe30THAnnualGeneralMeeting(AGM)appointed as the Statutory Auditors of the Company for a period of Five years i.e. till the conclusion of the AGM to be held in the year 2022. On such remuneration as determined by Board.

14. Accounting Standards and Accounting Policies:

The financial statements of the Company has prepared in accordance with the accounting standards issuedbythe Institute of Chartered Accountants of India, which forms part of the Annual Report. Indian Accounting Standards(IndAS): The financial statements (Separate financial statements) have been prepared on accrualbasisinaccordancewithIndianAccountingStandards(IndAS)notifiedundertheCompanies(IndianAccountingStandards) Rules, 2015 and the provisions of the Companies Act, 2013.

For all periods up to and including the Year ended 31st March, 2017, the Company prepared its Financial Statements inaccordancewithAccountingStandardsnotifiedundersection133oftheCompaniesAct,2013,readtogetherwith paragraph 7 of the Companies (Accounts) Rules, 2014 (previous GAAP). These Financial Statements for the Yearended31stMarch,2018arethefirsttheCompanyhaspreparedinaccordancewithIndAS..Forthepurposesof transition to Ind AS, the Company has followed the guidance prescribed in Ind AS 101 - First Time adoption of Indian Accounting Standard, with 1st April, 2016 as the transition date and Indian GAAP as the previous GAAP.

The transition to Ind AS has resulted in changes in the presentation of the Financial Statements, disclosures in the notes there to and accounting policies and principles. The Financial Statements have been prepared on a historical costbasis,exceptforcertainfinancialassetsandliabilitieswhichhavebeenmeasuredatfairvalue(referaccountingpolicy regardingfinancial instruments).TheFinancialStatementsarepresented in IndianRupees (“INR”)andallamountsareroundedtothenearestLakhs,exceptasstatedotherwise.

15. Auditor’s Report:-

The Notes on Accounts referred to in the Auditors’ report are self-explanatory and do not require any further comments.

16. Secretarial Auditors:-

Pursuant to Section 204 of the Companies Act, 2013and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed CS Riddhi Patel, Practicing Company Secretary, to undertake the Secretarial Audit for the year under review. The Secretarial Audit Report is annexed as Annexure-1. to this report.

17. Reply to Comments on the Report of the Secretarial Auditors:

Further, the observations received in Secretarial Audit Report shall be addressed at the forthcoming AGM. Further in respect of the comments / observation made by secretarial Auditor in draft report, The Board of Directors have taken note of the same and are undertaking necessary steps to ensure due compliance of the provision of companies Act, 2013 and other specially applicable laws therein.

18. Corporate Governance:-

AseparatesectiononCorporateGovernancepursuanttoRegulation34andScheduleVoftheSEBI(ListingandDisclosure Requirements) Regulations, 2015 is included in the Annual Report as Annexure-2 and forms a part of this report

19. Internal Financial Control Systems and their adequacy

ThemanagementcontinuouslyreviewstheinternalcontrolsystemsandproceduresfortheefficientconductoftheCompany’sbusiness.TheCompanyadherestotheprescribedguidelineswithrespecttothetransactions,financialreporting and ensures that all its assets are safeguarded and protected against losses. The Internal Auditor of the Company conducts the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

14


Internal Control Systems are implemented to safeguard the Company’s assets from loss or damage, to keep constantcheckonthecoststructure,topreventrevenueleakages,toprovideadequatefinancialandaccountingcontrols and implement accounting standards

20. Management Discussion and Analysis Report:-

In accordance with the Listing Regulations, theManagement Discussion and Analysis Report is attached asAnnexure – 3 and forms part of this report.

21. Related Party Disclosures:-

Allrelatedpartytransactionsthatwereenteredintoduringthefinancialyearwereonarm’slengthbasisandwerein the ordinary course of the business. The details of the transactions are elaborated in Form AOC-2 which is an annexed to this report Annexure-4 The Company has related nomination policy as per SEBI (LODR)regulations.

22. Conservation of energy, technology absorption and foreign exchange earnings:-

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014forming part of Directors’ Report for the year ending March 31, 2018

-1. Conservation of energy:

Your Company consumes minimum energy and strives to reduce energy consumption. Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines. The manufacturing team works under the guidance of expert engineers of the Company continuously strives and devises various means to conserve energy and identify methods for the optimum use of energy.

-2. Technological absorption:

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

-3. Foreign Exchange Earnings and Outgo:

AsyourCompanyhasnoofficesabroadnordoes ithaveanybusinessactivitiesoutside India, therewerenoforeignexchangeearningsoroutflow,duringtheyearunderreview.

23. Code of Conduct:-

The Board of Directors had approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Members of the Board and the Senior Managerial Personnel in their business dealings, at workplace, in dealing with various stakeholders etc.

AlltheBoardMembersandSeniorManagerialPersonnelperiodicallyaffirmandconfirmcompliancetotheCodeof Conduct.

FurthertheCertificateofCompliancewiththeCodeofConductisappendedtotheCorporateGovernanceReport.

24. Risk Management Policy:

During the year, the Management of the Company had evaluated the existing Risk Management Policy of the

Company.TheRiskManagementpolicyhasbeenreviewedandfoundadequateandsufficienttotherequirementoftheCompany.TheManagementhasevaluatedvariousrisksandthatthereisnoelementofriskidentifiedthatmay threaten the existence of the Company.


15

25. Vigil Mechanism for Directors and Employees:-

Vigil mechanism is established for Directors and Employees to report their grievance and concerns. The details of the same are mentioned in the Corporate Governance Report.

26. Particulars of Loans, Guarantees or Investments u/s 186 :-

The company has given loans or guarantees covered under the provisions of and within limits of section 186 of the Companies Act, 2013.

The Investments made by the Company is given in the Financial Statements attached to this Report.

27. Prevention of Insider Trading:-

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company’s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading window is closed. The Board is responsible for implementation of the Code.

AlltheDirectorsandDesignatedemployeeshaveconfirmedcompliancewiththeCodeofConduct.

28. Disclosure under the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act 2013:-

The Company has believed in providing a safe and harassment free environment at workplace for each and every employee of the Company. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. Proper care is being taken by the Company in ordertoprovideasafeandharassmentfreeworkplace.NoComplaintshavebeenreceivedduringthefinancialyear under review.

29. Corporate Governance Report from Statutory Auditors:-

Certificate from the Statutory Auditor, LLB & Co confirming compliance with the conditions of CorporateGovernanceasstipulatedunderScheduleVoftheSEBI(ListingandDisclosureRequirements)Regulations,2015,is annexed to this Report forming part of the Annual Report as as part of Annexure 2 Corporate Governance Report.

30. Particulars of Employees:- NoEmployeeoftheCompanydrawsasalaryexceedingRupeesOneCroreandTwoLakhperannumorRupees

EightLakhsandFiftythousandpermonthduringthefinancialyear.

31. Employee Relations

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

32. Extract of Annual Return: The Extract of Annual Return of the Company is annexed to the Annual Report as Annexure - 5

33. Other Disclosure.

(i) The company is not required to maintain cost records for any products of us 148(i) of the Companies Act, 2013,

(ii) The Boards has ensured due compliance of provision of secretarial standard I & II issued by ICSI (iii) As the Company does not meet criteria us 135 (i) of the companies act , 2013, corporate Social Resistibility

is not applicable and hence no separate annexures given for the same

16


(iv) There are no fraud reported u/s 143 (12) of the companies Act, 2013,

(v) TheIndependentdirectorshavesubmittedtheredeclarationofindependenceforthefinancialyear2017-18

(vi) The Nomination & Remuneration policy of the company is available on the website of the company www.gravityindia.net.

34. Acknowledgements:-

The Board expresses its gratitude and appreciates the assistance and co-operation received from the Creditors, Banks, Government Authorities, Customers and Shareholders during the year under review.

For and on behalf of the Board of Directors VARUN RASIKLAL THAKKAR

Chairman and Managing Director DIN:00894145

Place : Mumbai Date : 09/08/2018


17

SECRETARIAL AUDIT REPORT

To,The Members,Gravity(India)LimitedGala No. 131, Sanjay Building No. 5Mittal Industrial EstateAndheri East, Mumbai 400059

CIN:L17110MH1987PLC042899

I have conducted the secretarial audit w.r.t. compliance of applicable statutory provisions and the adherence to good corporate practices by GRAVITY (INDIA) LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

BasedonourverificationoftheGRAVITY (INDIA) LIMITED books,papers,minutebooks,formsandreturnsfiledandotherrecordsmaintainedbythecompanyandalsothe informationprovidedbytheCompany, itsofficers,agentsandauthorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has,duringtheauditperiodcoveringthefinancialyearendedon2017-18,compliedwiththestatutoryprovisionslistedhereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I.Ihaveexaminedthebooks,papers,minutebooks,formsandreturnsfiledandotherrecordsmaintainedbyGRAVITY (INDIA) LIMITED (“theCompany”)duringthefinancialyearendedon31stMarch,2018accordingtotheprovisionsof:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The SEBI (Prohibition of Insider Trading) Regulations, 1992;

(c) The SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

II. There were no events covered under following Regulations and Guidelines prescribed under the Securities and Exchange BoardofIndiaAct,1992(‘SEBIAct’)whichareapplicabletoListedCompanies:-

a) The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009;

b) The SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

c) TheSEBI(IssueandListingofDebtSecurities)Regulations,2008;

d) The SEBI (Delisting of Equity Shares) Regulations, 2009;

e) The SEBI (Buyback of Securities) Regulations, 1998;

f) The SEBI (Merchant Bankers) Regulations, 1992.

I,furtherreportthatduringtheperiodunderaudit,thecompanyhasgenerallycompliedwiththeprovisionsoftheLabourActs applicable to its factory located in the Union Territory of Dadra Nagar Haveli however certain compliances are under

18


progress. Further, the company’s application under Employees State Insurance Act, 1948, Professional Tax Act, 1975, Inter-State Migrant Workmen DNH Rules, 1984, Pollution Control Board Consent, and NOC for installation of DG-Set is under progress.

III.Ihavereviewedtheinformation,documents,records,filingsandothercertificatesorconfirmationsreceivedfromfellowprofessionalsfortheperiodunderreviewandtherepresentationsmadebythecompanyanditsofficersforthesystems,recordsandcompliances forother lawsapplicablespecifically tothecompanyandduringtheperiodunderreviewtheCompanyhasgenerallycompliedwiththem.Thelistofspecificallyapplicablelawsandactsapplicabletothecompanyarestated in Annexure II to this Report.

IV. I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with respect to meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India effective 1st July, 2015

(ii)TheListingAgreementsenteredintobytheCompanywithBSELimitedandtheSecuritiesandExchangeBoardofIndia(ListingObligationsandDisclosureRequirements)Regulations,2015(effective1stDecember,2015).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except up-dation of website.

V. I further report that-

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent atleastsevendaysinadvance,andasystemexistsforseekingandobtainingfurtherinformationandclarificationsontheagenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, company has not taken any major decision pertaining to the following:

• Public / Right / Preferential issue of shares / debentures / sweat equity, etc.

• Redemption / buy – back of securities

• In pursuance to section 180 of the Companies Act, 2013

• Merger / amalgamation / reconstruction, etc.

• Foreign technical collaborations

Riddhi M PatelPracticing Company Secretary

ACS No. A23968C P No.:13577


19

Annexure - 4FORM No. AOC – 2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred toinsub-section(1)ofsection188oftheCompaniesAct,2013includingcertainArm’sLengthTransactionsunderthird proviso thereto

1. 1. Details of contracts or arrangements or transactions not at arm’s length basis – Not Applicable

2. Details of material contracts or arrangement or transactions at arm’s length basis: Contracts entered by Related party Transaction are as follows:

Name of the related party

Nature of relation-ship

Nature of contract / transactions

Duration of the con-tract/transaction

Amount in (Rs)

Rammaruti Textiles Pvt.Ltd

Enterprises where Di-rectorshassignificantinfluence

Reimbursement of Electricity

On going 3808642/-

Rammaruti Textiles Pvt.Ltd

Enterprises where Di-rectorshassignificantinfluence

Rent On going 192000/-

Shivani Textiles Enterprises where Di-rectorshassignificantinfluence


On going 2887/-


Radha Textiles Enterprises where Di-rectorshassignificantinfluence


On going 978326/-


Appropriate approvals have been taken for related party transactions. No amount was paid as advance.

For and on behalf of the Board

Varun Thakkar

Managing Director DIN : 00894145Place : Mumbai Date : 09/08/2018

20


Annexure-5FORM NO. MGT 9

EXTRACT OF ANNUAL RETURNasonfinancialyearendedon31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration ) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

i CIN L17110MH1987PLC042899

ii Registration Date 13/03/1987

iii Name of the Company "GRAVITY (INDIA) LIMITED

iv Category/Sub-category of the Company "Company limited by Shares Non-govt company

v "Address of the Registered office & contact details"

"GALA NO 131 SANJAY BLDGNO 5 MITTAL INDST ES-TATE ANDHERI (W) MUMBAI Mumbai City MH 400059

vi Whether listed company YES

vii Name , Address & contact details of the Registrar & Transfer Agent, if any.

Universal Capital Securities Private Limited ,21Shaik Niwas ,Mahakali Caves Road ,Andheri (east)-Mumbai -400093.Contact Person:Mr.Jaiprakash Pingulkar.

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated

SL No

Name & Description of main products/services

“NIC Code of the Product /service”

“% to total turnover of the company”

1 Synthetic Fabric (Other) 17299 99.59

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES :

Sl No

Name & Address of the Com-pany

CIN/GLN “HOLDING/ SUBSIDIARY/ ASSOCIATE”

“% OF SHARES HELD”

“APPLICABLE SECTION”

1 NIL NIL NIL NIL NIL


21

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)Category of

ShareholdersNo. of Shares held at the

beginning of the yearNo. of Shares held at the end of the year % change

during theyear

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters

(1) Indian 0 0 0 0

a) Individual/HUF 1939539 0 1939539 21.55 1,971,564 0 1,971,564 21.9

"b) Central Govt.or State Govt." 0 0 0 0 0 0 0 0

c) Bodies Corporates 109 109 0.00121 109 109 0.00121

d) Bank/FI 0 0 0 0 0 0 0

e) Any other 0 0 0 0 0 0 0 0

SUBTOTAL:(A)(1) 1939539 0 1939648 21.55 1,971,673 0 1,971,673 21.9

(2) Foreign

a) NRI- Individuals 0 0 0 0 0 0 0 0

b) Other Individuals 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0

d) Banks/FI 0 0 0 0 0 0 0 0

e) Any other… 0 0 0 0 0 0 0 0

SUBTOTAL(A)(2) 0 0 0 0 0 0 0 0

"Total Shareholding of Promoter (A)= (A)(1)+(A)(2)" 1939539 0 1939539 21.55 1971673 0 1971673 21.9

B.PUBLICSHAREHOLDING

(1) Institutions 0 0 0 0 0 0 0

a) Mutual Funds 0 0 0 0 0 0 0

b) Banks/FI 0 0 0 0 0 0 0

C) Cenntral govt 0 0 0 0 0 0 0

d) State Govt. 0 0 0 0 0 0 0

e) Venture Capital Fund 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0

g) FIIS 0 0 0 0 0 0 0

"h) Foreign Venture Capital Funds" 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0

SUBTOTAL(B)(1): 1939539 0 1939539 21.55 1971673 0 1939648 21.9

(2) Non Institutions Demat Physical Demat Physical

A) Bodies corporates 232527 6750 239277 2.66 180,879 6750 187,629 2.08

i) Indian

ii) Overseas 260449 122850 383299 4.26 262448 122850 385298 4.28

B) Individuals

i) Individual shareholders holding nominal share capital upto Rs.2 lakhs

3698839 67976 3766815 41.84 3,527,587 67926 3595513 39.94

ii) Individuals shareholders holding nominal share capital in excess of Rs. 2 lakhs

2333842 0 2333842 25.93 2478438 0 2478438 27.53

c) Others (specify) 339069 3.78 383399 383399 4.26

SUBTOTAL(B)(2): 6864726 197576 7062302 78.45 6832751 197526 7030277 78.1

"Total Public Shareholding (B)= (B)(1)+(B)(2)" 6864726 197576 7062302 78.45 6832751 197526 7030277 78.1

"C. Shares held by Custodian for GDRs & ADRs" 0 0 0 0 0 0 0

Grand Total (A+B+C) 8804265 197576 9001950 100 8,804,424 197526 9001950 100

Repatriable Investment : Taking NRI invested money back to foreign currency. That is, invested money can be converted to an investor’s home country.Non-Repatriable Investment: NRI cannot convert Invested money back to foreign currency (to an investor’s home country).

22


(ii) SHARE HOLDING OF PROMOTERSSl No.

Shareholders Name “Shareholding at the begginning of the year”

“Shareholding at the end of the year” % change in share hold-ing during the year

NO of shares “% of total shares of the company”

“% of shares pledged encumbered to total shares”

NO of shares

“% of total shares of the company”

“% of shares pledged encum-bered to total shares”

1 Dakshaben Rasiklal Thakkar 812856 9.03 0.00 837,597 9.30 0 0.27

2 Jay Rasiklal Thakkar 22500 0.25 0.00 29,784 0.33 0 0.08

3 Rasiklal Thakkar 5000 0.06 0.00 5000 0.06 0 0.00

4 Samir Rasiklal Thakkar 188368 2.09 0.00 188368 2.09 0 0.00

5 Varun Rasiklal Thakkar 851227 9.46 0.00 851227 9.46 0 0.00

6 Gravity Synthetics Private Limted

109 0.00 0.00 109 0.00 0 0.00

7 Rasiklal Dalpatram Thakkar 59588 0.66 0.00 59588 0.66 0 0.00

Total 1939648 21.55 1971673 21.90 0.35

(iii) CHANGE IN PROMOTERS’ SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

Sl. No. Particulars Share holding at the beginning of the Year Cumulative Share holding during the year

No. of Shares % of total shares of the company No of shares % of total shares of the company

DAKSHABENRASIKLALTHAKKAR No. of Shares % of total shares of the company No of shares % of total shares of the company

At the beginning of the year 812856 9.03 812856 9.03

Date wise increase/decrease in Pro-moters Share holding during the year

24741 0.27 24741 0.27

At the end of the year 837,597 9.3 837597 9.3

JAYRASIKLALTHAKKAR No. of Shares % of total shares of the company No of shares % of total shares of the company


Date wise increase/decrease in Pro-moters Share holding during the year

7284 0.08 7284 0.08

At the end of the year 29,784 0.33 29,784 0.33


23

(iv) Shareholding Pattern of top ten Shareholders (other than Direcors, Promoters & Holders of GDRs & ADRs)

Sl. No

Shareholding at the end of the year

Cumulative Shareholding during the year

For Each of the Top 10 Shareholders

No.of shares

% of total shares of the company

No of shares


1 SHRADDHA PAREKHA

For Each of the Top 10 Shareholders No.of shares


No of shares



Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

0 0

At the end of the year (or on the date of separation, if separated during the year) 585961 6.51 585961 6.51

Sl. No

Shareholding at the end of the year


For Each of the Top 10 Shareholders

No.of shares


No of shares


SUBRAMANIAN P



No of shares





VASANT S. KADAM



No of shares




0 0 0 0


VINODRAYFULCHANDJANKHARIYA



No of shares





24


10 RAMESH JAMNADAS THAKKAR



No of shares




22059 0.24 22059 0.24


DINESH DHANJI DEDHIA



No of shares




34155 0.38 34155 0.38


SANJEEVLUNKAD



No of shares




42604 0.47 42604 0.47


MANOJ KAPOORCHAND JAIN



No of shares





RAJESHKUMAR Z HARIA



No of shares






25

HEENAATULPAREKH.



No of shares





(v) Shareholding of Directors & KMP

JAY RASIKLAL THAKKAR

Sl. No Shareholding at the end of the year


For Each of the Directors & KMP No.of shares % of total shares of the com-pany

No of shares % of total shares of the company


Bought during the year/sold duirng the year 7284 0.08 7284 0.08

At the end of the year 29,784 0.33 29,784 0.33

DAKSHABEN RASIKLAL THAKKAR

Sl. No Shareholding at the end of the year


For Each of the Directors & KMP No.of shares % of total shares of the com-pany



Bought during the year/sold duirng the year 24741 0.27 24741 0.27

At the end of the year 837,597 9.3 837597 9.3

VARUN RASIKLAL THAKKAR

Sl. No Shareholding at the end of the year Cumulative Shareholding during the year

For Each of the Directors & KMP

No.of shares % of total shares of the company



Bought during the year/sold duirng the year

NO CHANGE NO CHANGE NO CHANGE NO CHANGE

At the end of the year 851227 9.46 851227 9.46

26


(v) Shareholding of Directors & KMP

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

“Secured Loans excluding deposits”

“Unsecured Loans”

Deposits “Total Indebted-ness”

Indebtnessatthebeginningofthefinancialyear

i) Principal Amount 15,546,021 0 0 15,546,021

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 15,546,021 0 0 15,546,021

ChangeinIndebtednessduringthefinancialyear

Additions 0 0

Reduction 0 0

Net Change 0 0

Indebtednessattheendofthefinancialyear

i) Principal Amount 15,546,021 0 0 15,546,021

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 15,546,021 0 0 15,546,021

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and/or Manager:

Sl.No Particulars of Remuneration Name of the MD/WTD/Manager Total Amount

1 Gross salary VARUN THAKKAR

(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961.

8,40,000 P.A 8,40,000 P.A

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961

(c)Profitsinlieuofsalaryundersection17(3) of the Income Tax Act, 1961

2 Stock option

3 Sweat Equity

4 Commissionas%ofprofitothers(specify)

5 Others, please specify

Total (A) 8,40,000 P.A 8,40,000 P.A

Ceiling as per the Act The Remuneration is well being within the limits prescribed undertheCompaniesAct,2013,readwiththenotificationissued from time to time.


27

B. Remuneration to other directors:

Sl.No Particulars of Remuneration Name of the Directors

Total Amount

1 Independent Directors Prabhavati Shetty Vipul Prajapathi

(a) Fee for attending board committee meetings

A)Rs.3000 per meeting (4meet-ing=3000x4=12000

A)Rs.3000 per meeting (4meet-ing=3000x4=12000

(b) Commission

(c ) Others, please specify

Total (1) 12000 12000 24000

2 Other Non Executive Directors Dakshaben Thakur

“(a) Fee for attending board committee meetings”

None

(b) Commission

(c ) Others, please specify.

Total (2) Nil

Total (B)=(1+2) 12000 12000 24000

Total Managerial Remuneration

Overall Cieling as per the Act. C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD :

Sl. No.

Particulars of Remuneration Key Managerial Personnel

1 Gross Salary CEO “Company Secretary”

CFO- Total

(a) Salary as per provisions contained in sec-tion 17(1) of the Income Tax Act, 1961.

0 Rs.1, 44,000/- Rs.3,00,000/- Rs.4,44,,000

(b) Value of perquisites u/s 17(2) of the In-come Tax Act, 1961

0 0 0 0

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

0 0 0 0

2 Stock Option 0 0 0 0

3 Sweat Equity 0 0 0 0

4 Commission 0 0 0 0

as % of profit 0 0 0 0

others, specify 0 0 0 0

5 Others, please specify 0 0 0 0

Total 0 Rs.1,44,000/ Rs. 3,00,000/- Rs.4,44,000/-

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VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES : None

Type Section of the Companies Act

Brief Descrip-tion

Details of Penalty/Punishment/Compounding fees imposed

Authority (RD/NCLT/Court)

Appeall made if any (give details)

A. COMPANY

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

B. DIRECTORS




C.OTHEROFFICERSINDEFAULT




For and on behalf of the Board

Varun Thakkar

Managing Director DIN : 00894145Place : Mumbai Date : 09/08/2018


29

ANNEXURE – 2CORPORATE GOVERNANCE REPORT

Corporate Governance provides a principle process and structure through which the objectives, the means of attaining the objectives and systems of monitoring performance are also set. Corporate Governance is a set of accepted principles by management of the alienable rights of the Shareholders as a true owner of the corporation and of their own role as trustees on behalf of the shareholders. It is about

1) Commitment to the values.

2) Ethical Business Conduct.

3) Transparency.

4) Clear distinction between personal and corporate funds in the Management of the Company.

5) Compliance with all the regulators.

6) Sustainable value creation for all shareholders.

Corporate Governance involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders. In this background the Board of Directors and the senior management have a special responsibility toensurethattheprinciplesofCorporateGovernancesuchastransparency,accountability,dischargeoffiduciaryduties,

compliance requirements and above all, shareholder interest are always at the center of the Company’s activities.

Company’s Governance framework is based on the following main principles:

1. Constitution of a Board of Directors of appropriate composition, size and commitment to discharge their responsibilities and duties.

2. Ensuring timelyflowof information to theBoardand itsCommittees toenable themdischarge their functionseffectively.

3. IndependentverificationandsafeguardingintegrityoftheCompany’sfinancialreporting.

4. A sound system of risk management and internal control.

5. Timely and balanced disclosure of all material information concerning the Company to all stakeholders.

6. Transparency and accountability.

7. Compliance with all the rules and regulations.

8. Fair and equitable treatment of all its stakeholders including employees, customers, shareholders and investors.

InaccordancewithRegulation34andScheduleVoftheSEBI(ListingandDisclosureRequirements)Regulations,2015(LODR)and the best practices followed internationally on corporate governance, the details of governance systems and processes are as under:

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

Your Company has complied with the requirement stipulated under Regulation 17 to 27 read with Schedule V and clauses(b)to(i)ofsub-regulation(2)ofRegulation46ofSecuritiesandExchangeBoardofIndia(ListingObligationandDisclosureRequirement)Regulations2015(”SEBIListingRegulation)asapplicablewithregardtocorporategovernance.The Company is committed to the consistent adherence to the said corporate governance code to maintain a greater degree of responsibility & accountability.

Your Company’s philosophy on corporate governance envisages the attainment of highest level of transparency in accountability and equity in all facets of its operation and in all its interactions with its shareholders / employees, government and lenders.

The Company believes that all its operations and actions must serve the underlying goal of enhancing overall shareholders’ value over a sustained period of time.

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2. BOARD OF DIRECTORS:

a) The Board of Directors consists of following four Directors.

Mr. VarunRasiklalThakkar Managing Director, Promoter, Executive

Mrs. Dakshaben R. Thakkar Promoter, Non-Executive

Mr. Vipul Kumar NarottamPrajapati Non-executive, Independent

Mrs. PrabhavatiShetty Non-Executive, Independent

b) TheMeetingofBoardofDirectorsduringthefinancialyear2017-18wereheldon29thMay2017,09thAugust2017, 14th November 2017 and 12th February 2018.

c) The Annual General Meeting of the Company for the year ended 31st March 2017 was held on 29th September 2017.

d) The attendance of the Directors to the Meetings of the Board of Directors and to the Annual General Meeting of the Company is elaborated in the below mentioned table:

Meeting of the Board of Directors Number of Meetings in the Financial Year 2017-18

Name of Committee members Category Held Attended

Varun Rasiklal Thakkar Executive Director, Managing Director 4 4

Dakshaben Rasiklal Thakkar Non-Executive Director 4 4

Prabhavati Venugopal Shetty Non-Executive - Independent Director 4 4

Vipulkumar Narottam Prajapati Non-Executive – Independent Director 4 4

During the Financial Year, all the Directors of the Company had attended the Annual General Meeting of the Company held on 29th September, 2017.

e) The Number of Companies and Committees in which the Board Members are a member or chairperson are as follows:

Name of Director Chairmanship/ Membership

Mr. Varun Thakkar


Mr.Vipul Prajapati

Mrs.Prabhavati Shetty

Number of Directorships in Other Public Companies

Directorship Chairperson/Chairman

0 0 0 0

Member 0 0 0 0

Number of Committees positions in held in Other Public Companies

ChairpersonChairman

0 0 0 0

Member 0 0 0 0

Inaccordancetoregulation18and20oftheSEBI(LODR)Regulations,2015,Chairmanship/MembershipofonlyAudit Committee and Stakeholder’s Relationship Committee in all Public Companies excluding Gravity (India) Limitedhavebeenconsidered.

Disclosure of relationship between the directors inter-se: Mr. Varun Thakkar & Mrs. Dakshaben Thakkar are relatives.

f) Stake held by Non-executive Directors in the Company are as follows:


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Name of Non-Executive Directors Mrs. Dakshaben Thakkar Mr. Vipul Prajapati Mrs. Prabhavati Shetty

Number of Shares 8,37,597 0 0

Number of Conertible Instruments Not Applicable Not Applicable Not Applicable

g) The familiarization programmes imparted to Independent Director is displayed on the website of the Company www.gravityindia.net.

2) Meeting of Independent Directors

During the year under review, the Independent Directors met on 28th March, 2018, inter alia, to:

1) Reviewed the performance of Non-Independent Directors and overall performance of the Board as a whole.

2) Reviewed the performance of the Chairperson of the Company taking into account the views of executive and non-executive Directors of the Company.

3) Assessedthequality,quantityandtimelinessofflowofinformationbetweentheCompanymanagementandtheBoard that it is necessary for the Board to effectively and reasonably perform their duties.

4) ConsideredandtooknoteofSEBI(ListingandDisclosureRequirements)Regulations,2015.

All the independent Directors were present at the meeting.

3) AUDIT COMMITTEE:-

The Board of Directors has constituted an Audit Committee of Directors constituted in line with theprovisions of regulation18ofSEBI(ListingObligationsandDisclosureRequirement),Regulations,2015readwithSection177of the Companies Act, 2013 and empowered the Committee to deal with all such matters which it may consider appropriatetoperformasAuditCommitteeIncludingitemsspecifiedintheSection177(4)oftheCompaniesAct,2013asmaybemodified/amendedfromtimetotime),alongwithitemsspecifiedinPartCofScheduleIIinSEBI(ListingObligationsandDisclosureRequirements),Regulations2015undertheheadroleofAuditCommittee(asmaybemodified/amendedfromtimetotime)andsuchmattersasmaybeassignedfromtimetotimebytheBoardof Directors

The Chairman of the Audit Committee is an Independent Director of the Company.

Terms of reference:

i. Overseeing Financial Reporting process and disclosure of Financial information, to ensure that the Financial Statementsarecorrect,sufficientandcredible;

ii. RecommendingappointmentandremovaloftheStatutoryAuditors,fixationofAuditfeeandapprovalforpaymentof any other services;

iii. Reviewing with the Management, the periodical Financial Statements including of Subsidiaries/ Associates, in particular the investments made by the unlisted Subsidiaries of the Company, before submission to the Board for approval;

iv. Reviewing with the Management and the Statutory and Internal Auditors, the adequacy of Internal Control Systems and recommending improvements to the Management;

v. Reviewingtheadequacyof InternalAudit function,approvingInternalAuditplansandefficacyofthefunctionsincludingthestructureoftheInternalAuditdepartment,staffing,reportingstructure,coverageandfrequencyofInternal Audit;

vi. DiscussionwithInternalAuditoronanysignificantfindingsandfollow-upthereon;

vii.Reviewingthefindingsofany internal investigationsbyInternalAuditors intomatterswherethere issuspectedfraud or irregularity or failure of Internal Control Systems of a material nature and reporting the matter to the Board;

viii. Discussion with Statutory Auditors before the Audit commences, about the nature and scope of Audit, as well as post-audit discussions to ascertain any area of concern;

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ix. ReviewingtheManagementDiscussionandAnalysisoffinancialconditionandresultsofoperations,statementofsignificantRelatedPartyTransactions,Managementletters/letterofInternalControlWeaknessissuedbyStatutoryAuditors, Internal Audit Reports etc;

x. Reviewing the Company’s Financial and Risk Management System.

xi. ScrutinyofInter-corporateLoansandInvestments;

xii. ReviewinganysubsequentmodificationoftransactionswiththeRelatedParties.

xiii. Reviewing the reasons for substantial defaults in the payments to the Depositors, Debentures holders, Shareholders (in case of non-payment of declared Dividends) and Creditors if any.

xiv. Besides the Committee Members, Chief Financial Officer and partners/other representatives of the firms ofStatutory Auditors and Internal Auditors were also present at the Meetings to answer the queries raised by the Committee Members;

xv. Establish a Vigil Mechanism for Directors and Employees to report genuine concerns in such manner as may be prescribed;

xvi. The Chairman of Audit Committee was present at 30th Annual General Meeting of the Company held on 29th September, 2017;

xvii. To perform such other function(s) as may be delegated by the Board from time to time.

xviii. The Company Secretary acts as the Secretary of the Committee.

PursuanttoRegulation18oftheSEBI(ListingandObligationsDisclosureRequirements)Regulations,2015theComposition of the Audit Committee and the details of Meetings attended by its Members are given below:

Audit Committee Number of Meetings in the Financial Year 2017-18

Name of Committee members Category Held Attended

Dakshaben Rasiklal Thakkar Non-Executive - Director,Member 4 4

Prabhavati Venugopal Shetty Non-Executive - Independent Director, Member

4 4

Vipulkumar Narottam Prajapati Non-Executive - Independent Director, Chairperson

4 4

Four Audit Committee Meeting were held during the year. These meetings were held on 29th May, 2017, 09th August, 2017, 14th November, 2017 and 12th February, 2018.

4. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors has constituted a Nomination and Remuneration Committee of Directors in line with the provisions ofRegulation19ofSEBI(ListingObligationsandDisclosureRequirements),Regulations,2015readwithSection178ofthe Companies Act 2013. The role of the Committee is to perform all such matters as prescribed under the Companies Act, 2013 and Schedule II - Part D about Role of Nomination and Remuneration Committee of Directors under SEBI (ListingObligationsandDisclosureRequirements)Regulations,2015,whichinteraliaincludes-recommendationtoBoardof Directors, the Remuneration Policy for the Company, formulation of criteria for performance evaluation of Directors, Board and Committee, appointment of Director, appointment and remuneration of Key Managerial Personnel’s and Senior Management of the Company. The Committee will also deal with matters as may be assigned from time to time by the Board of Directors.


33

The Chairman of the Nomination and Remuneration Committee is an Independent Director.

PursuanttoRegulation19oftheSEBI(ListingandDisclosureRequirements)Regulations,2015theCompositionof the Nomination and Remuneration Committee and the details of Meetings attended by its Members are given below:

Nomination and remuneration committee Number of Meetings attended in the Financial Year 2017-18

Name of Committee members Category Number of Meetings held during the year

Number of meetings attended During the year.

Dakshaben Rasiklal Thakkar Non-Executive - Non Independent Director,Member

1 1

Prabhavati Venugopal Shetty Non-Executive - Independent Director,Member

1 1

Vipulkumar Narottam Prajapati Non-Executive - Independent Director,Chairperson

1 1

During the year One Nomination and Remuneration Committee Meeting was held on 27th May, 2017

The performance evaluation criteria of the Independent Directors involves the preparation, involvement in the relevant agenda items of the meetings, contribution to the betterment of the Business of the Company, maintenance of high standards of ethics and integrity, etc.

5. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Board of Directors has constituted a Stakeholders’ Relationship / Grievance Committee of Directors in line with the provisionsofRegulation20ofSEBI(ListingObligationsandDisclosureRequirements),Regulations,2015readwithSection178 of the Companies Act, 2013. The role of the Committee is to consider and resolve the Grievances of Security holders and perform such roles asmay require under the Companies Act, 2013 and SEBI (ListingObligations andDisclosureRequirements) Regulations, 2015. Continuous efforts are made to ensure that Grievances are expeditiously redressed to the satisfaction of Investors. A status report of Shareholders complaints and redressal thereof is prepared and placed before Stakeholders’ Relationship/Grievance Committee of Directors.

Terms of reference:

i. The Committee looks into the Redressal of Shareholders’/Investors’ Complaints/ Grievances pertaining to transfer or credit of Shares, non-receipt of Annual Reports, Dividend payments (if any) and other miscellaneous Complaints/Grievances.

ii. The Committee reviews performance of the Registrar and Transfer Agent and recommends measures for overall improvement in the quality of Investor services.

iii. The Company Secretary acts as the Secretary of the Committee.

iv. Details of Investor Complaints received and redressed during the Financial 2017-18 are as follows:

Complaint at the beginning of the Year

Received during the Year

Disposed of during the Year

Unresolved as on 31st March, 2018

Nil Nil Nil Nil

Name,designationandaddressofComplianceOfficer:CS Sujata NadgaudaCompanySecretary&ComplianceOfficerGravity(India)LimitedGala No. 131, Sanjay Bldg., No. 5-B, Mittal Industrial Estate, Andheri - Kurla Road, Andheri (East), Mumbai –400 059 , Tel. : 022 66914466; E-mail : [email protected]

34


The Composition of the Stakeholders’ Relationship Committee and the details of Meetings attended by its Members are given below:

Stakeholders’ Relationship Committee Number of Meetings attended in the Financial Year 2017-18

Name of Committee members Category Number of Meetings held during the year

Number of meetings attended During the year.

Dakshaben Rasiklal Thakkar Non-Executive - Non Independent Director, Chairperson

4 4

Prabhavati Venugopal Shetty Non-Executive - Independent Director,Member

4 4

Vipulkumar Narottam Prajapati Non-Executive - Independent Director, Members

4 4

Four Stakeholders Relationship Committee Meeting were held during the year. These meetings were held on 29th May, 2017, 09th August, 2017, 14th November, 2017 and 12th February, 2018.

6. GENERAL BODY MEETINGS:

Date and time for last three Annual General Meetings (AGM) were as follows:

Year Time Date Special Resolution passed

2014-15 3:00 p.m 30.09.2015 Yes

2015-16 3:00 p.m 30.09.2016 Yes

2016-17 3:00 p.m 29.09.2017 No

LocationforalltheaboveAnnualGeneralMeetingswere:Regd.Office:GalaNo.131,SanjayBldg.,No.5-B,MittalIndustrialEstate, Andheri - Kurla Road, Andheri (East), Mumbai –400 059.

Details of Special Resolution Passed in previous Three AGM.

AGM Date Particulars

29.09.2017 Not Applicable

30.09.2016 Appointment of Mr. Varun Thakkar (DIN:00894145) as a Managing Director, liable to retire by rotationandtofixhisremuneration.

30.09.2015 Appointment of Mr. Rasiklal Thakkar (DIN: 00575776) as a Managing Director, of the Company andtofixhisremunerations.

Extra-Ordinary General Meeting:

No Extraordinary General Meeting of the Members was held during the year 2017.-2018

Postal Ballot:

No Postal Ballot was conducted during the year 2017-2018

7) MEANS OF COMMUNICATION:-

The Company has regularly published its quarterly, half yearly and annual results in one English Newspaper and one MarathiNewspaperandsubmittedtotheStockExchangeinaccordancewiththerequirementsstipulatedinSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015andalsoinaccordancetotheerstwhileListingAgreement.

ThefinancialresultsarenormallypublishedinTheFreePressJournal(English)andNavshakti(Marathi)Newspaper.

Also they are uploaded on the Company’s website: www.gravityindia.net.


35

8) GENERAL SHAREHOLDER INFORMATION:-

A) Annual General Meeting:

Date : 29th September, 2018

Day : Saturday

Time : 1.00 P.M

Place:RegdofficeoftheCompanysituatedat:UnitNo:131,1stFloor,SanjayBuildingNo.5-B,MittalIndustrialEstate,SirMathuradas Vasanji Road, Andheri (East), Mumbai – 400 059.

B) Financial Calendar

Accounting Year 1st April, 2018 to 31st March, 2018

FirstquarterresultsLastweekofJuly

SecondquarterresultsLastweekofOctober

ThirdquarterresultsLastweekofJanuary

FourthquarterresultsLastweekofMay

C) Book Closure Date: 22nd September, 2018 to 29th September, 2018

D)ListingonStockExchange:TheBombayStockExchange,Mumbai(BSE)

E) The Company has paid the listing fees to the Stock Exchange for the Financial Year 2018-19

F) Stock Code.: 532015

G) Demat ISIN No : INE995A01013

H)CIN:L17110MH1987PLC042899

I) STOCK EXCHANGE PRICE DATA: HIGH / LOW DURING EACH MONTH IN LAST FINANCIAL YEAR:

Period High Low Period High Low Period High Low

April 2017 4.15 3.6 Aug 2017 3.36 3 Dec 2017 3.6 2.7

May 2017 3.78 2.95 Sep 2017 3.04 2.51 Jan 2018 5 3.27

June 2017 3.22 2.73 Oct 2017 4.08 3.09 Feb 2018 5.48 4.01

July 2017 3.3 3 Nov 2017 3.62 2.48 Mar 2018 3.97 3

J) PERFORMANCE IN COMPARISON TO BSE INDEX :-

36


K) REGISTRAR AND SHARE TRANSFER AGENTS:-

For both physical and Demat (Common Registry)

UniversalCapitalSecuritiesPvt.Ltd. (FormerlyknownasMondkarComputersPvt.Ltd.)21,ShakilNiwas,MahakaliCavesRoad, Andheri (East), Mumbai – 400 093.

L) SHARE TRANSFER SYSTEM:

Presently the shares, which are received in physical form, are processed and the share certificates duly endorsed arereturned within the period of one month of the date of receipt subject to documents being valid and complete in all respects. The securities of the Company are dematerialized to enable the shareholders to have easy and safe transfer of shares.

M) DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2018 IS AS UNDER:

No. of shares No. of Shareholders

% To total Shareholders

Holdings % To total

Holdings

Upto 500 2253 58.840 543501 6.038

501 – 1000 727 18.987 655028 7.277

1001 – 2000 395 10.316 648688 7.206

2001-3000 135 3.526 358768 3.985

3001 – 4000 69 1.802 247805 2.753

4001 – 5000 77 2.011 375178 4.168

5001 – 10000 96 2.507 727784 8.085

10001 and above 77 2.011 5445198 60.489

Total 100% 9001950 100%

CATEGORIES OF SHAREHOLDERS AS ON 31ST MARCH, 2018:

Category No. of Shares of Rs.10/- each (%) Percentage

Indian Promoters 19,71,673 21.19

Foreign Promoters

Persons Acting in Concert

Mutual Funds and UTI

Banks / Financial Institutions / Insurance Companies

Private Corporate Bodies 1,87,629 2.08

Indian Public 60,73,951 67.47

NRIs / OCBs 3,85,298 4.28

Clearing Members 1,31,976 1.47

HUF 2,51,422 2.79

Others 1 0.00

Total 9001950 100%


37

N) DEMATERIALISATIONOFEQUITYSHARESANDLIQUIDITY:

As on 31.03.2018 of the total equity shares issued, 97.81% were held in dematerialised form and the balance 2.19 % of shares in physical form.

O) COMMODITYPRICERISKORFOREIGNEXCHANGERISKANDHEDGINGACTIVITIES:

During the year under review no Commodity Price Risk or Foreign Exchange Risk and Hedging activities.

P) PLANTLOCATIONS:

The Company’s Plants are located at Silvassa, Union Territory of Dadra & Nagar Haveli.

Q) ADDRESS FOR CORRESPONDENCE:

(i) Investor Correspondence:

For any query relating to the Shares of the Company, held in Physical form or in Demat form.

OR

(ii) For grievance redressal & any query on Annual Report.

Correspondencebytheshareholders/InvestorsshouldbeaddressedtotheRegisteredOfficeoftheCompany.

9) OTHER DISCLOSURES:-

Related Party Transactions:

Noneof the transactionswith anyof the relatedpartieswere in conflictwith the interest of theCompany.Details oftransactions with related parties are disclosed in notes to the Accounts in the Annual Report. All related party transactions are negotiated at arms’ length basis and are only intended to further the interest of the Company.

Compliances

TheCompanyhascompliedwithall themandatoryrequirementsspecifiedinSEBI (ListingObligationsandDisclosuresRequirements) Regulations, 2015. The Company has also complied with mandatory and non –mandatory applicable rules and regulations prescribed by Stock Exchanges, SEBI or any other statutory authority relating to the capital markets. All returns/ReportswerefiledwithinstipulatedtimewithStockExchanges/otherauthorities.

Vigil Mechanism

The Company has established a vigil mechanism:

(i) to promote ethical behavior in all its business activities

(ii) to establish mechanism for employees to report any genuine grievances, illegal, unethical behavior, suspected fraud or violation of laws, rules and regulation or conduct

The reportable matters may be disclosed to the Audit Committee of the Board of Directors. The Policy also provides for adequate protection to the whistle blower against victimization or discriminatory practices. No Personnel is denied access to the Audit Committee. No Personnel is denied access to the Audit Committee in case they detect any suspected fraud or irregularity in the Company.

TheDirectorsandSeniormanagementareobligatedtomaintainconfidentialityofsuchreportingviolationandensure that the whistle blowers are not subject to any discriminatory practices.

10 DISCLOSURES WITH RESPECT TO THE EXTENT TO WHICH THE DISCRETIONARY REQUIREMENTS AS SPECIFIED IN PART E OF SCHEDULE II HAVE BEEN ADOPTED

TheChairpersonoftheCompanyisanExecutiveDirectoroftheCompanyandoperatesfromtheRegisteredOfficeof the premises of Company.

Nosuchhalf-yearlydeclarationoffinancialperformanceincludingsummaryofthesignificanteventsinlastsix-months was sent to each household of shareholders, however the mandatory Annual Report is sent to all the shareholders.

38


TheAuditOpinionwithrespecttothefinancialStatementsoftheCompanyfortheyearunderreviewisanunmodifiedone.

Our Company has appointed as the Managing Director as the Chairperson of the Company.

The Internal Auditor reports to the Audit Committee of the Company.

12) THE DISCLOSURES OF THE COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 AND CLAUSES (B) TO (I) OF SUB-REGULATION (2) OF REGULATION 46 SHALL BE MADE IN THE SECTION ON CORPORATE GOVERNANCE OF THE ANNUAL REPORT.

ThecomplianceswiththeCorporateGovernancerequirementsspecifiedinregulation17to27andclauses(b)to(i)ofsub-regulation (2) of regulation 46 are complied with to the extent applicable to our Company during the year under review.

CertificatefromtheStatutoryAuditor,M/s.LLB&CoconfirmingcompliancewiththeconditionsofCorporateGovernanceis annexed to this Report forming part of the Annual Report.

Declaration signed by the Managing Director of the Company stating that the members of Board of Directors and Senior ManagementPersonnelhaveaffirmedcompliancewiththecodeofconductofBoardofDirectorsandSeniorManagementis annexed to this Report forming part of the Annual Report.

Place : Mumbai Varun ThakkarDate :09th August, 2018 Managing Director DIN: 00894145


39

Part of Annexure -2

CERTIFICATE ON CORPORATE GOVERNANCE

To The Members ofGRAVITY(INDIA)LIMITED

WehaveexaminedthecomplianceoftheconditionsofCorporateGovernancebyGravity(India)Limitedfortheyearendedon31stMarch2018,asstipulatedinRegulationoftheSEBI(ListingObligationsandDisclosureRequirements,Regulations,2015)of the said Company with the Stock Exchange.

The compliance of the condition of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance.ItisneitheranauditnoranexpressionofopiniononthefinancialstatementsoftheCompany.

In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance asstipulatedintheabovementionedSEBI(LODR)Regulations,2015.

WestatethatsuchcomplianceisneitheranassuranceastothefutureviabilityoftheCompanynortheefficiencyoreffectivenesswith which the Management has conducted the affairs of the Company.

ForLLB&Co

Chartered Accountants.Firm registration No 117758W

(LalitBajaj) Partner

Membership No. 104234 Place : Mumbai

Date : 09th August, 2018

40


MD & CFO CERTIFICATIONToThe Board of DirectorsGravity (India) Limited

We,VarunThakkar,ManagingDirectorandJayThakkarChiefFinancialOfficerofGravity(India)Limited(‘theCompany’)tothe best of our knowledge & belief certify that:

(A) We have reviewed Financial Statements and the Cash Flow Statement for the Year ended 31st March, 2018 and that to the best of their knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(B) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.

(C) We accept responsibility for establishing and maintaining Internal Controls for Financial Reporting and that we have evaluated the effectiveness of Internal Control Systems of the Company pertaining to Financial Reporting and wehavedisclosedtotheAuditorsandtheAuditCommittee,deficienciesinthedesignoroperationofsuchInternalControls,ifany,ofwhichweareawareandthestepswehavetakenorproposetotaketorectifythesedeficiencies.

(d) We have indicated to the Auditors and the Audit committee that:

(i) therewerenosignificantchangesinInternalControloverFinancialReportingduringtheyear;

(ii) there were no changes in accounting policies other than adoption of IND-AS during the Year and that the same beendisclosedinthenotestothefinancialstatements;and

(iii) there were no instances of fraud of which we have become aware and the involvement therein of the Management oranEmployeehavingasignificantroleintheCompany’sInternalControlSystemoverFinancialReporting.

Varun Thakkar Jay ThakkarPlace; Mumbai Managing Director CFODate: May 27, 2018 DIN: 00894145


41

DECLARATION ON COMPLIANCE OF THE COMPANY’S CODE OF CONDUCT

All theMembers of the Board and SeniorManagement Personnel of theCompany have affirmeddueobservanceoftheCodeofConduct,framedpursuanttoScheduleV(D)oftheSEBI(ListingObligationsandDisclosureRequirements)Regulations, 2015, in so far as it is applicable to them and there is no Non-compliance thereof during the Financial Year ended 31st March, 2018.

For and on behalf of the Board of Directors

Gravity(India)Limited

Varun Thakkar

Managing Director

DIN: 00894145

Place: Mumbai

Date: August 09, 2018

42


ANNEXURE – 3 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

TheManagementofGravity(India)Limited,ispleasedtopresentit’sreportanalyzingtheCompany’soperationsinthetextileindustry segment. The report contains expectations of the Company’s business based on the current market environment.

OVERVIEW

The Company was promoted in the year 1988. The Company’s principle business comprises of manufacturing and marketing of various textile products. The year under review witnessed turnaround of the Indian Textile Industry. The Board considers overall performance reasonably satisfactory and indicative of the future growth of the Company.

TEXTILES’ BUSINESS

INDUSTRY perspective

Textile is the largest industrial sector in India, generating a turnover approximately about 1% of GDP. It is the largest employer in manufacturing sector. The Board foresees the huge demand and vast potentiality in the near future.

OPPORTUNITIES & THREATS:

Ambition of the Government of India, to make India a hub for technical textiles will create an opportunity for the industrial fabric division of your Company to function better as compared to earlier years. Performance of the fabric will see a reasonablegrowthwhichwillbenefittheindustryinmovingupthevaluechain.

Severe power shortage in most of the states will remain a biggest threat for the utilization of the plant and equipments. Due to shortage of power, the utilization may drop severely and hence volatility in yarn prices may continue. Even though the industry expects the cotton prices to be stable, the whole scenario may change, in case China decides to increase their cotton reserves. Hence, it is expected that cotton prices too may have volatility.

Due to severe recessionary trends which are continuing in the developed countries, unit realization of products may continue to be under pressure.

SEGMENT-WISE / PRODUCT-WISE PERFORMANCE:

The business segment of the Company is Textiles. Segment wise performance together with discussion on financialperformance with reference to operational performance has been in the Directors’ Report, which should be treated as forming part of this Management Discussions and Analysis.

FUTURE OUTLOOK

Thefutureofthetextileindustryasawholelooksbright.TextileUnitswithlowfinancialcostsandlabourcostswithmodernmachinerywill do well. Economy of size and location of the unit will also play a great role in the success of the unit.

RISK AND CONCERNS

Being an agro-based industry the production of raw material varies from year to year depending on weather conditions, customerdemand,pricefluctuationetc.

Alsothetextileindustrybeingahighlyfragmentedindustryleadingtohighcompetitionandlowprofitmarginsisamatterof concern.

Changing export dynamics is also a matter of concern.


43

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

YourCompanyhasthebenefitofinternalcontrolsystemswhichhasdevelopedovertheyearsandwhichhasensuredthatall transactions are satisfactorily recorded and reported and all assets are protected against loss from unauthorized use or otherwise. The process of internal control and systems, statutory compliance, risk analysis and its management and information technology are woven together to provide a meaningful support to the management process. The system adopted, especially relating to internal control systems are adequate and commensurate with the nature of its business and size of its operations, though continuous efforts are being made to strengthening the same.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

TheCompanyhasachievedaturnoverofRs.2139.05Lacsduringtheyear.Theturnoverwasreducedmainlyduetoslackof textile Industry and increase raw material prices. The Company has undertaken relevant steps to improve it’s operational efficiencyandgenerategreaterrevenues.

ThecompanyhasbookedlossofRs.68.53Lacsduetolessrealizationandincreasefixedcostduringthefinancialyear.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS:

Over the last few years, your Company has brought with it the need for skills and knowledge to successfully meet the requirements of different charters. Also, with the added emphasis placed on the safe operation. The training given notonly covers knowledge and technical skills but also lays stress on behavioral areas, like creating a ‘safety mindset’, and attitude building. The Company also seeks the views of its employees for improving human relations through employee satisfaction surveys. The Company continues to have cordial relations with the employees. It recognizes the potential and performance of its employees, provides challenges and opportunities. It endeavors to upgrade knowledge, attitude and skill of the employees. The labour welfare activities are organized by the Company as an ongoingprocess. The Company has manpower strength of approximately 100 employees.

DISCLOSURE OF ACCOUNTING TREATMENT:

During the year under review the Company has been adoptedprescribed Accounting Standards issued by the Institute of Chartered Accountants of India as applicable to the Company in the preparation of Financial Statements.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company’s objectives and expectations may be “forward-looking statement” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

CONCLUSION:

Your Company’s primary focus will be to grow volumes across markets. Gravity (India) will address each market depending on local conditions and consumer trends. While we recognise that the global environment is extremely challenging there arenewopportunitiesemergingtomeetconsumerneeds.GravityIndiawillfocusonprofitablegrowththroughamixofbrandledgrowth,innovation,efficientcostmanagementandsuccessfullyscalingupnewbusinesses.

For and on behalf of the Board of DirectorsVarun Thakkar

Chairman and Managing DirectorPlace: MumbaiDate: May 30, 2018

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INDEPENDENT AUDITORS REPORTTo,The Members of GRAVITY(INDIA)LIMITED

We have audited the accompanying Ind AS financial statements of GRAVITY (INDIA) LIMITED (‘the Company’) whichcomprisetheBalanceSheetasat31stMarch2018,andtheStatementofProfitandLoss(includingOtherComprehensiveIncome), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of significantaccountingpoliciesandotherexplanatoryinformation.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”)withrespecttothepreparationoftheseIndASfinancialstatementsthatgiveatrueandfairviewofthefinancialposition,financialperformanceincludingothercomprehensiveincome,cashflowsandchangesinequityoftheCompanyin accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS)specifiedunderSection133oftheAct.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable andprudent;anddesign, implementationandmaintenanceofadequate internalfinancialcontrol, thatwereoperatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentationoftheIndASfinancialstatementsthatgiveatrueandfairviewandarefreefrommaterialmisstatement,whether due to fraud or error.

Auditor’s Responsibility

OurresponsibilityistoexpressanopinionontheseIndASfinancialstatementsbasedonouraudit.

In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

WeconductedourauditoftheIndASfinancialstatementsinaccordancewiththeStandardsonAuditingspecifiedundersection 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audittoobtainreasonableassuranceaboutwhethertheIndASfinancialstatementsarefreefrommaterialmisstatement.

Anaudit involvesperformingprocedures toobtainauditevidenceabout theamountsanddisclosures in thefinancialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatementof the IndASfinancialstatements,whetherduetofraudorerror. Inmakingthoseriskassessments, theauditorconsidersinternalfinancialcontrolrelevanttotheCompany’spreparationoftheindASfinancialstatementsthatgive true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’sDirectors,aswellasevaluatingtheoverallpresentationoftheIndASfinancialstatements.

WebelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopinionontheIndASfinancialstatementsexceptstatedotherwise.

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the aforesaid Ind AS Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018;b) InthecaseoftheProfitandLossAccount,oftheLOSS,fortheyearendedonthatdate.c) InthecaseoftheCashFlowStatement,ofthecashflowfortheperiodendedonthatdated) In the case of the Statement of Changes in Equity, the changes in equity for the year ended on that date.


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Other Matter

ThefinancialinformationoftheCompanyfortheyearendedMarch31,2017andthetransitiondateopeningbalancesheetasatApril1,2016includedinthesestandaloneInd-ASfinancialstatements,arebasedonthepreviouslyissuedstatutoryfinancialstatementsfortheyearsendedMarch31,2017andMarch31,2016preparedinaccordancewiththeCompanies(Accounting Standards) Rules, 2006 (as amended) which were not audited by us, on which the previous auditors expressed anunmodifiedopiniondatedMay29,2017andMay25,2016respectively.Theadjustmentstothosefinancialstatementsfor the differences in accounting principles adopted by the Company on transition to the Ind-AS have been audited by us.

Ouropinionisnotqualifiedinrespectofthismatter.

ReportonOtherLegalandRegulatoryRequirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub -section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specifiedintheparagraph3and4oftheOrder,totheextentapplicable.

2. As required by section 143(3) of the Act, based on our audit we report to the extent applicable:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account, as required by law have been kept by the Company, so far as appears from our examination of those books;

c. TheBalanceSheet,theStatementofProfitandLossincludingOtherComprehensiveIncome,thestatementofCashFlow and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d. Inouropinion,theaforesaidstandaloneIndASfinancialstatementscomplywiththeIndianAccountingStandardsspecifiedunderSection133oftheAct;

e. On the basis of the written representations received from the directors as on 31 March 2018 taken on record by the BoardofDirectors,noneofthedirectorsisdisqualifiedason31March2018frombeingappointedasadirectorinterms of Section 164 (2) of the Act;

f. With respect to adequacy of the internal financial controls over financial reporting of the Company and theoperating effectiveness of such controls, refer to our separate report in “Annexure B”; and

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financialstatements;

ii. The Company did not have any long-term contracts including derivative contracts as at March 31, 2018; and

iii. There were no amounts which are required to be transferred to the Investor Education and Protection Fund by the company during the year ended March 31, 2017.

ForLLB&Co.Chartered Accountants

Firm’s Registration No.: 117758W

CALalitBajajPartner

Membership No.: 104234

Place: MumbaiDate: May 30, 2018

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Annexure- A referred to in paragraph titled as “Report on other Legal and Regulatory Requirements” of Auditor’s report to the members GRAVITY (INDIA) LIMITED for the year ended 31stMarch 2018.

The annexure referred to in our Independent Auditors’ Report to the members of the Company on the standalone financialstatementsfortheyearended31March2018,wereportthat:

i. (a) The company is maintaining proper records showing full particulars, including quantitative details and situationoffixedassets;

(b) Thecompanyhasaregularprogrammeofphysicalverificationofitsfixedassetsbywhichfixedassetswerephysicallyverifiedduringtheyearbymanagement.Accordingtotheinformationandexplanationsgiventous,nomaterialdiscrepancieswerenoticedonsuchverification;

(c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the company.

ii. (a) Asexplainedtous, inventorieshavebeenphysicallyverifiedduringtheyearbymanagementat regularintervals;

(b) Accordingtotheinformationandexplanationgiventous,theprocedureofphysicalverificationofinventoryfollowed by the management are reasonable and adequate in relation to size of the company and nature of business

(c) In our opinion and on the basis of our examination of the records, the company is generally maintaining properrecordsofinventories.Nomaterialdiscrepancywasnoticedonphysicalverificationofstocksbythemanagement as compared to book records.

iii. Thecompanyhasnotgrantedanyloanssecuredorunsecuredtocompanies,firmsorotherpartiescoveredinthe register maintained under section 189 of the Companies Act, 2013. Thus, paragraph 3(iii) of the Order is not applicable.

iv. In our opinion and according to information and explanation given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect of loans, investments, guarantees and security.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 oftheActandtheRulesframedthereundertotheextentnotified.

vi. TheCentralGovernmentofIndiahasnotspecifiedthemaintenanceofcostrecordsundersub-section(1)ofSection 148 of the Act for any of the products of the Company.

vii. (a) According to the information and explanation given to us and the records of the company examined by us, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, to the extent applicable and any other material statutory dues, as applicable, with appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, duty of customs, duty of excise, value added tax which have not been deposited on account of any dispute.

viii. According to the records of the Company examined by us and the information and explanation given to us, theCompanyhasnotdefaultedinrepaymentofloansorborrowingstoanyfinancialinstitutionorbankasatthe balance sheet date. The Company does not have any loans or borrowings from Government. Further, the Company has not issued any debentures.

ix. Based upon the audit procedures performed and the information and explanations given by the management, the company did not raise moneys by way of initial public offer or further public offer including debt instruments.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officersoremployees,noticedorreportedduringtheyear,norhavewebeeninformedofanysuchcasebytheManagement.


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xi. The Company has paid/ provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to Nidhi Company. Accordingly, clause 3 (xii) of the Order is not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and188oftheAct.ThedetailsofsuchrelatedpartytransactionshavebeendisclosedinthefinancialstatementsasrequiredundertheIndianAccountingStandard(Ind-AS)24,“RelatedPartyDisclosures”specifiedunderSection133of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. In our opinion and according to the information and explanations given to us, and based on our examination of the records of the Company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3 (xiv) of the Order is not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, and based on our examination of the records of the Company, the company has entered into any non-cash transactions with directors or persons connected with him. Accordingly, clause 3 (xv) of the Order is not applicable to the Company.

xvi. In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.



CALalitBajajPartner



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Annexure- B referred to in paragraph titled as “Report on the Internal Financial Controls under clause (i) of Sub- section 3 of Section 143 of the Companies Act, 2013” (“the Act”)

WehaveauditedtheinternalfinancialcontrolsoverfinancialreportingofGRAVITY(INDIA)LIMITED(“theCompany”)asof31March2018inconjunctionwithourauditofthefinancialstatementsoftheCompanyfortheyearendedonthatdate.

Management’s Responsibility for Internal Financial Controls

TheCompany’smanagementisresponsibleforestablishingandmaintaininginternalfinancialcontrolsbasedontheinternalcontroloverfinancialreporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include thedesign,implementationandmaintenanceofadequateinternalfinancialcontrolsthatwereoperatingeffectivelyforensuringtheorderlyandefficientconductofitsbusiness,includingadherencetocompany’spolicies,thesafeguardingofitsassets,thepreventionanddetectionoffraudsanderrors,theaccuracyandcompletenessoftheaccountingrecords,andthetimelypreparationofreliablefinancialinformation,asrequiredunder the Companies Act, 2013.

Auditors’ Responsibility

OurresponsibilityistoexpressanopinionontheCompany’sinternalfinancialcontrolsoverfinancialreportingbasedonouraudit.Weconductedour audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable toanauditofinternalfinancialcontrols,bothapplicabletoanauditofInternalFinancialControlsand,bothissuedbytheInstituteofCharteredAccountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit toobtainreasonableassuranceaboutwhetheradequateinternalfinancialcontrolsoverfinancialreportingwasestablishedandmaintainedandif such controls operated effectively in all material respects.

Ourauditinvolvesperformingprocedurestoobtainauditevidenceabouttheadequacyoftheinternalfinancialcontrolssystemoverfinancialreportingandtheiroperatingeffectiveness.Ourauditofinternalfinancialcontrolsoverfinancialreportingincludedobtaininganunderstandingofinternalfinancialcontrolsoverfinancialreporting,assessingtheriskthatamaterialweaknessexists,andtestingandevaluatingthedesignandoperating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessmentoftherisksofmaterialmisstatementofthefinancialstatements,whetherduetofraudorerror.

WebelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopinionontheCompany’sinternalfinancialcontrolssystemoverfinancialreporting.

Meaning of Internal Financial Controls over Financial Reporting

Acompany’sinternalfinancialcontroloverfinancialreportingisaprocessdesignedtoprovidereasonableassuranceregardingthereliabilityoffinancialreportingandthepreparationoffinancialstatementsforexternalpurposesinaccordancewithgenerallyacceptedaccountingprinciples.Acompany’s internalfinancialcontroloverfinancial reporting includes thosepoliciesandprocedures that (1)pertain to themaintenanceofrecordsthat,inreasonabledetail,accuratelyandfairlyreflectthetransactionsanddispositionsoftheassetsofthecompany;(2)providereasonableassurance that transactions are recorded as necessary to permit preparation of financial statements in accordancewith generally acceptedaccounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or dispositionofthecompany’sassetsthatcouldhaveamaterialeffectonthefinancialstatements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or impropermanagement override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation oftheinternalfinancialcontrolsoverfinancialreportingtofutureperiodsaresubjecttotheriskthattheinternalfinancialcontroloverfinancialreporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

Inouropinion,theCompanyhas,inallmaterialrespects,anadequateinternalfinancialcontrolssystemoverfinancialreportingandsuchinternalfinancialcontrolsoverfinancialreportingwereoperatingeffectivelyasat31March2018,basedontheinternalcontroloverfinancialreportingcriteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.



CALalitBajajPartner




49

Cash Flow Statement for the year ended 31st March, 2018

Particulars Year Ended Year Ended March 31, 2018 March 31, 2017

A Cash flow from Operating Activities: NetProfitbeforeTaxasperProfitandLossAccount 337,163 92,664 Adjustment for: Depreciation 1,502,512 1,987,899 Interest Income (94,666) (171,639) Profitonsaleoffixedassets - (9,833,121) Preliminary / Share Issue Expenses written off - - Bank charges 335,696 67,809 OperatingProfitbeforeWorkingCapitalchanges 2,080,704 (7,856,388) Adjustment for change in working capital: (Increase) / Decrease in Inventories 17,917,336 (4,935,495) (Increase) / Decrease in Trade Receivables (63,941,439) 19,849,409 (Increase) / Decrease in Advances & Other Current Assets (21,530,782) 629,659 Increase/(Decrease)inCurrentLiabilities 73,432,645 (19,428,169) Cash generated from Operations 7,958,465 (11,740,984) Direct Taxes (Paid)/Refund (609,382) 1,094,707 Net Cash used in Operating Activities 7,349,083 (10,646,277) B Cash flow from Investing Activities: Purchase of/advance for Fixed Assets (5,120,174) - Sale of Fixed Assets 26,130,000 Interest Income Received 94,666 171,639 OtherLoan&advances 88,954 Net Cash used in Investing Activities (4,936,554) 26,301,639 C Cash flow from Financing Activities: RepaymentofLongTermBorrowing - (19,632,872) Increase/(decrease) in Short Term Borrowing - Bank Interest paid (335,696) (67,809) Net Cash generated from Financing Activities (335,696) (19,700,681) Net increase in Cash and Cash equivalents 2,076,834 (4,045,320) Opening balance of Cash and Cash equivalents 2,794,175 6,839,495 Closing balance of Cash and Cash equivalents 4,871,009 2,794,175

As per our report attached For LLB & Co. For and on behalf of the Board of Directors Chartered Accountants Firm Reg. No.:117758W

(Lalit Bajaj) Varun Thakkar Dakshaben Thakkar (Partner) (Director) (Director) Membership No.: 104234 DIN : 00894145 DIN: 00576846 Place : Mumbai Sujata Nadgouda Date : May 30, 2018 (Company Secretary)

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BALANCE SHEET AS AT 31ST MARCH, 2018 Particulars Notes As at As at As at March 31, 2018 March 31, 2017 March 31, 2016 I. ASSETS (1) Non-Current Assets (a) Property, Plant and Equipment 2.01 23,401,792 19,784,129 38,068,907 (b) Other Intangible Assets (c) Financial Assets (i)LoansandAdvances 2.02 1,718,545 1,807,499 1,877,349 (ii) Non Current Investments - - 621,003 (d) Deferred Tax Assets (Net) 2.03 - 5,630,925 5,180,116 Total Non-Current Assets 25,120,337 27,222,553 45,747,375 (2) Current Assets (a) Inventories 2.04 15,263,966 33,181,302 28,245,807 (b) Financial Assets (i) Trade Receivables 2.05 141,806,710 77,865,271 97,714,680 (ii) Cash and Cash Equivalents 2.06 4,871,009 2,794,176 6,839,495 (iii)LoansandAdvances 2.07 234,500 192,400 35,000(c) Other Current Assets 2.08 24,516,658 3,027,976 3,624,182 (d) Current Tax Asset (Net) 2.09 1,841,712 380,309 1,890,749 Total Current Assets 188,534,555 117,441,434 138,349,913 Total Assets 213,654,891 144,663,987 184,097,288 II. EQUITY AND LIABILITIES Equity (a) Equity Share Capital 2.10 90,019,500 90,019,500 90,019,500 (b) Other Equity 2.11 10,883,557 17,736,686 18,108,948 Total Equity 100,903,057 107,756,186 108,128,448 Liabilities 1.Non-CurrentLiabilities (a)FinancialLiabilities (i) Borrowings 2.12 15,546,021 15,546,021 35,178,893 (b)DeferredTaxLiability(Net) 2,411,389 - -Total Non-Current Liabilities 17,957,410 15,546,021 35,178,893 CurrentLiabilities (a)FinancialLiabilities (i) Trade Payables 2.13 94,013,106 19,484,990 23,686,589 (ii)OtherCurrentLiabilities 2.14 524,460 342,063 16,449,408(b) Provisions 2.15 256,859 1,534,726 653,951 Total Current Liabilities 94,794,425 21,361,779 40,789,947 Total Equity & Liabilities 213,654,891 144,663,987 184,097,288




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Profit & Loss Statement For The Year Ended on 31St March, 2018

Particulars Notes Year Ended Year Ended March 31, 2018 March 31, 2017 I. Revenue Revenue from Operations 2.16 213,905,437 239,696,314 Other Income 2.17 870,876 11,088,570 Total Income 214,776,313 250,784,884 II. Expenses Cost of Material Consumed 2,666,260 - Purchase of Stock in Trade 2.18 179,970,158 235,133,919 Changes in Inventories 2.19 17,917,337 (4935495.15)EmployeeBenefitExpense 2.20 5,710,120 11,451,332Finance Costs 2.21 335,696 67,809 Other Expenses 2.22 6,337,068 6,986,756 Depreciation 2.01 1,502,512 1,987,899 Total Expenses 214,439,150 250,692,219 Profit Before Tax 337,163 92,664 Tax expense: Current tax expense for current year 64,246 587,330 MAT Credit Entitlement (916267) - Deferred tax assets 8,042,314 (450808)Excess/Short provision for prior years - 328,403 Total Tax Expense 7,190,294 464,925 Profit for the Year (6,853,131) (372,261)Other Comprehensive Income Itemsthatwillnotbereclassifiedtoprofitorloss RemeasurementofDefinedBenefitPlan - -Tax Effect on above - - Other Comprehensive Income for the year, net of tax - - Total Comprehensive Income for the year (6,853,131) (372,261)Earnings Per Equity Share (Face Value Rs. 10 per share) (1) Basic and Diluted (0.76) (0.04)

ThisistheStatementofProfitandLossreferredtoinourreportoftheevendate.



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Statement of Changes in Equity for the year ended March 31, 2018 A. Equity Share Capital

Amount

Balance as at 1st April 2016 90,019,500

Changes in equity share capital during the year -

Balance at 31st March 2017 90,019,500

Changes in equity share capital during the year -

Balance at 31st March 2018 90,019,500 A. Other Equity

Profit & Loss Other Compre-hensive Income

Total

Balance as at 1st April 2016 18,108,948 - 18,108,948

Profit/(Loss)fortheyear (372,260) - (372,260)

Other Comprehensive Income for the year, net of income tax - - -

Balance as at 31st March 2017 17,736,688 - 17,736,688

Profit/(Loss)fortheyear (6,853,131) - (6,853,131)

Other Comprehensive Income for the year, net of income tax - - -

Balance as at 31st March 2018 10,883,558 - 10,883,558

Seeaccompanyingnotestothefinancialstatements

As per our report attached




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Significant Accounting Policies and Notes on Accounts for the year ended 31st March 2018

Background of Operations

Gravity(India)Ltd.isintobusinessofmanufacturinganddealinginfabricsandallkindofShirting,FurnishingandIndustrialFabric as per the requirement of the customer.

1. Basis of Preparation of Financial Statements

1.1. ThefinancialstatementsoftheCompanyhavebeenpreparedinaccordancewiththeIndianAccountingStandards(Ind AS) prescribed under Section 133 of the Companies Act, 2013(‘Act’) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards)Amendment Rules, 2016.

Forallperioduptoandincludingtheyearended31stMarch2017,theCompanyprepareditsfinancialstatementsinaccordancewiththerequirementsofIndianGAAP,i.e.complywithAccountingStandardsspecifiedunderSection133of the Companies Act, 2013, read with applicable rules and the relevant provisions of the Companies Act, 2013.Thesefinancialstatementsfortheyearended31stMarch2018aretheCompany’sfirstfinancialstatementsunderInd AS and the same are prepared in accordance with Ind AS 101 on ‘First-time adoption of Indian Accounting Standards’ - Refer to Note 1.10 for details of adoption of Ind AS.

Thefinancialstatementshavebeenpreparedunderthehistoricalcostconventionexceptforthefollowingitems–

a. CertainFinancialAssets/Liabilities–atFairvalue

ThefinancialstatementsarepresentedinIndianRupees(INR)andthevaluesarenotroundedoff,exceptotherwiseindicated.

1.2. Use of Estimates

Thepreparationoffinancialstatements inaccordancewithgenerallyacceptedaccountingprinciples(‘GAAP’) inIndia requires that management makes estimates and assumptions that affect the reported amount of assets and liabilities anddisclosureof contingent liabilities asof thedateof thefinancial statements. The estimatesand assumptions used in the accompanying financial statements are baseduponmanagement’s evaluationofrelevanttrendsandcircumstancesasofthedateofthefinancialstatements.Actualresultscoulddifferfromthoseestimates. Any revision to accounting estimates is recognised prospectively in current and future periods.

1.3. Taxation

Current Tax

Provision for current tax is recognised in accordance with the provisions of the Income tax Act, 1961 and is made annually based on the tax liability after taking credit for tax allowances and exemptions.

Deferred Tax

Deferredtaxliabilityorassetisrecognisedfortimingdifferencesbetweentheprofitsorlossesofferedforincometaxesandprofits/lossesasperthefinancialstatements.Deferredtaxassetsandliabilitiesandthecorrespondingdeferred tax credit or charge are measured using the tax rates and tax laws that have been enacted or substantively enacted as at the balance sheet date.

Deferred tax asset is recognised only to the extent there is reasonable certainty that the asset can be realized in future; however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax asset is recognised only if there is a virtual certainty of realization of such asset. Deferred tax asset is reviewed as at eachbalancesheetdateandwrittendownorwrittenuptoreflecttheamountthatisreasonably/virtuallycertainto be realized.

1.4. Earnings per share (EPS)

BasicEPSiscomputedbydividingthenetprofitfortheyearattributabletoequityshareholdersbytheweightedaverage number of equity shares outstanding during the year. Diluted EPS is computed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the year except where the results would be anti-dilutive.

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1.5. Provisions and Contingencies

Provisions are recognised when the Company has a present obligation as a result of past event, it is more likely thannotthatanoutflowofresourceswillberequiredtosettletheobligationandtheamountcanbereasonablyestimated.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, butprobablywillnot,requireanoutflowofresources.Whenthereisapossibleobligationorapresentobligationinrespectofwhichthelikelihoodofoutflowofresourcesisremote,noprovisionordisclosureismade.

Losscontingenciesarisingfromclaims,litigation,assessment,fines,penalties,etc.arerecordedwhenitisprobablethat a liability has been incurred and the amount can be reasonably estimated.

1.6. Property, Plant and Equipment

Fixed assets are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costsrelatingtoacquisitionoffixedassetswhichtakessubstantialperiodoftimetogetreadyforitsintendeduseare also included to the extent they relate to the period till such assets are ready to be put to use.

1.7. Depreciation

Depreciation on Fixed Assets is provided on straight line method in accordance with Section 123 of the Companies Act,2013,attheratesspecifiedinScheduleIItotheCompaniesAct,2013.

1.8. Inventories

Items of Inventories are valued at cost or net realizable value whichever is lower; after providing for obsolescence, if any.

Cost of inventories comprises of cost of purchase, cost of conversion and other costs incurred in bringing them to their respective present condition.

1.9. Revenue Recognition

The Company follows mercantile system of accounting. Revenue is recognized only when it can be reliably measured and it is reasonable to expect ultimate collection. Interest income is recognized on time proportion basis taking into account the amount outstanding and rate applicable. Revenues & expenditures are recognized on accrual basis; except in case of payment of bonus and gratuity, where it is accounted on actual payment basis.

1.10. First-time Adoption – Mandatory Exceptions, Optional Exemptions

Overall Principle

The Company has prepared the opening balance sheet as per Ind AS as of 1st April 2016 (the transition date) by recognising all assets and liabilities whose recognition is required by Ind AS, not recognising items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS in measurement of recognised assets and liabilities. However, this principle is subject to the exceptions and optional exemptions availed by the Company detailed below:

Deemed cost for Property, Plant and Equipment, Investment Property, and Intangible Assets

TheCompanyhaselectedtocontinuetovaluetheLandatthehistoricalcostasofthetransitiondateinaccordancewith Ind AS 16.

Investments

TheCompanyhaselectedtomeasuretheInvestmentsatFairValuethroughProfit&Loss.

1.11. Critical Accounting Judgments and key sources of Estimation Uncertainty

ThepreparationoftheCompany’sfinancialstatementsrequiresmanagementtomakejudgments,estimatesandassumptions that affect the application of accounting policies, reported amounts of assets, liabilities, income and expenses, and accompanying disclosures, and the disclosure of contingent liabilities. The estimates and associated


55

assumptions are based on historical experience and other factors that are considered to be relevant. Actual results

may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

(This space has purposefully left blank)

56

GRAVITY (INDIA) LIMITED 28th Annual Report 2014-15

56

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57

2.02 Long Term Loans & Advances

Particulars 31.3.2018 31.3.2017 01.04.2016

Unsecured, Considered Good :-

(a) Security Deposit:-

Rent Deposit 153,050 153,050 183,050

Other Deposits 1,565,495 1,654,449 1,694,299

Total 1,718,545 1,807,499 1,877,349

2.03 Deffered Tax

Particulars 31.3.2018 31.3.2017 01.04.2016

Deferred Tax Assets - 5,630,925 5,180,116

Total - 5,630,925 5,180,116

2.04 Inventories

Particulars 31.3.2018 31.3.2017 01.04.2016

Finished Goods 15,263,966 33,181,302 28,245,807

Total 15,263,966 33,181,302 28,245,807

2.05 Trade Receivables

Particulars 31.3.2018 31.3.2017 01.04.2016

Over Six Months

Considered Good 16,235,566 15,140,794 31,480,086

Others

Considered Good 125,571,144 62,724,477 66,234,594

Total 141,806,710 77,865,271 97,714,680

2.06 Cash & Bank balance

Particulars 31.3.2018 31.3.2017 01.04.2016

Cash & Cash Equivalents

i) Cash-on-Hand 2,292,372 1,072,610 1,766,935

Balance with Bank

i) In Current Account 1,674,675 199,262 570,494

Other Bank Balances

i) Balance Held as Margin Money or Bank Guarantees 903,962 1,522,304 4,502,066

Total 4,871,009 2,794,176 6,839,495

Notes to financial statements for the year ended March 31, 2018

58


Notes to financial statements for the year ended March 31, 2015

2.07 Short Term Loans & Advances

Particulars 31.3.2018 31.3.2017 01.04.2016

Unsecured -Considered Good

Loanandadvancetoemployees 129,500 60,000 35,000

Others 105,000 132,400 -

Total 234,500 192,400 35,000

2.08 Other Current Assets

Particulars 31.3.2018 31.3.2017 01.04.2016

Advance to Suppliers 22,364,000 - -

Prepaid Expenses - 9,064 49,404

Rent Receivable - - -

Others Receivables 2,069,182 3,018,912 3,574,778

Input Tax Credit - GST 83,476 -

Total 24,516,658 3,027,976 3,624,182

2.09 Current Tax Asset

Particulars 31.3.2018 31.3.2017 01.04.2016

Balances with Revenue Authorities 2,152,491 1,543,109 4,087,080

Less:ProvisionforIncomeTax 1,227,046 1,162,800 2,196,331

925,445 380,309 1,890,749

MAT Credit Entitlement 916,267 - -

Total 1,841,712 380,309 1,890,749

2.10 Share Capital

Particulars 31.3.2018 31.03.2017 01.04.2016

Authorized

15,00,00,00 (P.Y.15,00,00,00) Equity Shares of Rs. 10/- each. 150,000,000 150,000,000 20,000,000

150,000,000 150,000,000 20,000,000

Issued, Subscribed and Paid-Up

90,01,950 (P.Y. 90,01,950) Equity Shares of Rs. 10/- each, Fully Paid up 90,019,500 90,019,500 90,019,500

Total 90,019,500 90,019,500 90,019,500

The Company has only one class of shares referred to as equity shares having a par value of Rs. 10/-. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distri-bution will be in proportion to the number of equity shares held by the shareholders.


59

The reconciliation of the number of shares outstanding and the amount of share capital as at March 31, 2018 and March 31, 2017 is set out below:-

Particulars 31.3.2018 31.03.2017 01.04.2016

Numbers Rs. Numbers Rs. Numbers Rs.

At the beginning of the Period 9,001,950 90,019,500 9,001,950 90,019,500 9,001,950 90,019,500

Add:- Issued During the Period - - - - - -

Less:Utilised/transferredduringthe year

- - - - - -

Outstanding at the end of the period

9,001,950 90,019,500 9,001,950 90,019,500 9,001,950 90,019,500

The details of shareholder holding more than 5% shares as at March 31, 2017 and March 31, 2016 is set out below :-

Particulars 31.3.2018 31.03.2017 01.04.2016

Numbers % Numbers % Numbers %

Dakshaben Thakkar 837,597 9.30% 812,856 9.03% 800,169 8.89%

Varun Thakkar 851,227 9.46% 851,227 9.46% 851,227 9.46%

Shraddha Thakkar 585,961 6.51% 585,961 6.51% 585,961 6.51%

2.11 Reserve & Surplus

Particulars 31.3.2018 31.03.2017 01.04.2016

1) Surplus (Deficit) in the statement of Profit & Loss A/c

Balanceasperlastfinancialstatements 17,736,686 18,108,948 23,431,361

Add/Less:Profitfortheyear (6,853,131) (372,260) -5,322,413

Closing Balance 10,883,557 17,736,686 18,108,948

Total 10,883,557 17,736,686 18,108,948

2.12 Long Term Borrowing

Particulars 31.3.2018 31.03.2017 01.04.2016

Industrial Hypothecation Loan From Banks

MadhavpuraMercantileCo-opBankLtd 15,546,021 15,546,021 35,178,893

Total 15,546,021 15,546,021 35,178,893

FromMadhavpuraMercantileCo-OpBankLtd.,SecuredBySecondEquitableMortgageof-ImmovablePropertiesofthecompany)

2.13 Trade Payables

Particulars 31.3.2018 31.03.2017 01.04.2016

Due to Micro and Small enterprises 94,013,106 14,685,369 18,865,943

Others Payable - 4,799,621 4,820,646

Total 94,013,106 19,484,990 23,686,589

60


2.14 Other Current Liabilities

Particulars 31.3.2018 31.03.2017 01.04.2016

Other Advance

Advance from customer - - 14,880,000

Other Payables

TDS 62,233 52,115 687

Salaries And Wages Payable 462,227 289,948 768,721

Deposit - - 800,000

Total 524,460 342,063 16,449,408

2.15 Short Term Provision

Particulars 31.3.2018 31.03.2017 01.04.2016

Audit Fees Payable 245,500 115,500 114,400

Other Payables 11,359 1,419,226 539,551

Total 2,56,859 1,534,726 1,653,951 2.16 Revenue From Operation

Particulars 31.03.2018 31.03.2017

Sale 213,905,437 239,749,783

Less:DiscountandDeduction 0 (53,469)

Total 213,905,437 239,696,314

2.17 Other Income

Particulars

Rent Received 776,210 863,084

Interest Received 94,666 171,639

Interest on Tax Refund - 220,725

ProfitonSellofAssets - 9,833,121

Total 870,876 11,088,570

2.18 Purchase of Traded Goods

Particulars

Purchase Of Cloth 182,636,418 235,133,919

Total 182,636,418 235,133,919


61

2.19 Changes in Inventories of Traded Goods

Particulars

Closing Stock (15263966) (33181302)

Less;-OpeningStock 33,181,302 28,245,807

Total 17917337 (4935495.15)

2.20 Employee Benefit Expenses

Particulars

Directors Remuneration and sitting fees 840,000 880,000

BonusandLeaveEncashment 176,055 770,227

SalariesandEmployeebenefits 1,539,930 1,331,533

Staff Welfare 11,962 52,384

Gratuity and Provident Fund - 2,107,630

Wages 3,142,173 6,309,558

Total 5,710,120 11,451,332

2.21 Finance Cost

Particulars

Interest on :

Bank charges and Interest 335,696 67,809

Total 335,696 67,809

62


2.22 Other Expenses

Particulars 31.03.2018 31.03.2017

Direct Expenses

Beam Drawing and Yarn processing 611,388 233,500

Consumbale Stores 10,800 822,969

Droping and Folding - 195,000

Fuel & Electricity 1,760,278 1,277,701

Mending and Dyeing 494,675 247,226

Repair&Maintaince-Factory/OfficeBuilding 72,786 -

Repairs & Maintenance -Electric 600 58,947

Repairs & Maintenance -Machineries 38,490 53,588

Total 2,989,017 2,888,931

Indirect Expenses

Auditor Remuneration 130,000 110,000

Advertisement Expenses 121,231 165,824

Brokerage & Commission 210,630 381,447

Donation 21,000 12,000

Electricity Charges 131,710 177,621

Factory Expenses 523,703 261,281

Insurance Premium 29,628 61,315

ListingandDepositoryFees 364,976 338,957

Motor Car Expenses 35,010 252,367

Postage & courier 23,335 49,064

Discount allowed to customer 196,060 -

Printing & Stationery 96,410 87,756

Telephone Charges 33,786 103,566

Godown and Hamali charges 10,423 132,673

Other Miscellenous Expenses 1,331,196 1,963,954

Sundry Balances Written Off 88,954 -

Total 3,348,051 4,097,825

Grand Total 6,337,068 6,986,756


63

3. Related Party Transactions

A. List of related parties and their relationship i. Key Management Personnel (KMP):- Rasiklal Thakkar Dakshali R. Thakkar Jay R. Thakkarii. Relatives of KMP: Varun R. Thakkar Samir R. Thakkar Jay R. Thakkariii. Enterprise in which KMP & Relatives have substantial interest

GravityTextilesPvt.Ltd. DakshaliSyntheticsPvt.Ltd. Sony Textile Industries Shree Shiva Shiv Textiles Jay Textiles

B. Details of Related Party Transaction

Nature of Transaction KMP Enterprise in which KMP has control/ significant Influence

Enterprise in which Relative of KMP and KMP has control/significant Influence

Total

Directors Remuneration 840,000 - - 840,000

P.Y. 1,680,000 - - 1,680,000

Rent Received - 192,000 384,000 576,000

P.Y. 576,000 576,000 1,152,000

Reimbursement Received for Electricity Expenses

- 978,326 3,811,529 4,789,855

P.Y. 5,184,813 - 5,184,813 10,369,626

4. Earnings per share

Particulars 31 March 2018 31 March 2017

NetProfitaftertaxattributabletoequityshareholders(A) (68,53,131) (372,260)

Weighted average number of equity shares outstanding during the period – Basic and diluted (B)

9001950 9001950

BasicanddilutedProfitpersharebasedonthefacevalueofRs100each,Rs100 fully paid-up (A/B)

(0.76) (0.04)

5. Auditors’ Remuneration

Particulars 31 March 2018 31 March 2017

Audit Fees * 130,000 100,000

Other Consultancy* - 10,000

Total 130,000 110,000

* Excluding GST/Service Tax

64


6. Dues to micro and small enterprises

There is no information available for Micro, Small and Medium Enterprises to whom the company owes dues, which are outstanding for more than 45 days as at 31st March 2018. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such partieshavebeenidentifiedtotheextentofinformationgathered.

7. Segment Reporting

At present the company has only one activity of dealing in textile fabrics hence segment reporting is not applicable.

8. Trade Receivable/Trade Payable/Loans and Advances

TradePayable,TradeReceivable,Loans,Advances,deposit,othercurrent liabilitiesandothercurrentassetsaresubjecttoconfirmation,reconciliationandconsequentadjustmentastoitsrecoverabilityandpaymentobligation,effectthereofshallberecognisedintheyearofsuchconfirmation/reconciliation.

9. Disclosures pursuant to Employee benefit

The company has not made any provision for gratuity for employees. The expenditure for payment of bonus and gratuity shall be accounted on actual payment basis.

10. No commission has been paid to the directors and only the remuneration by way of salary has been paid to the directors as per the section 196, 197 and Schedule V of the Companies Act, 2013 as under :

Particulars F.Y.2017-18 F.Y.2016-17

Salaries 840,000 16,80,000

Total 8,40,000 16,80,000

11. In the opinion of directors provisions for all known liabilities have been made in the accounts.

12. Quantitative Information

Particulars Units F.Y.2017-18 F.Y.2016-17

Opening Balance Mtrs 222,309 293,680

Fabric Manufactured & Purchased Mtrs 16,35,439 17,35,367

Sales of Fabric Mtrs 17,09,889 18,06,738

Shrinkage/Shortage Mtrs - -

Closing Balance Mtrs 75,204 2,22,309


65

NotestofinancialstatementsfortheyearendedMarch31,2018

As at 31st March 2017 As at 1st April 2016

Previous GAAP Effect of transition to Ind AS

Ind AS Previous GAAP

Ind AS effect of transition to Ind AS

I. ASSETS

(1) Non-Current Assets

(a) Property, Plant and Equipment 19,784,129 - 19,784,129 38,068,907 38,068,907 -

(b) Other Intangible Assets

(c) Financial Assets

(i)LoansandAdvances 1,807,499 - 1,807,499 1,877,349 1,877,349 -

(ii) Non Current Investments - - - 621,003 621,003 -

(d) Deferred Tax Assets (Net) 5,630,925 - 5,630,925 5,180,116 5,180,116 -

Total Non-Current Assets 27,222,553 - 27,222,553 45,747,375 45,747,375 -

(2) Current Assets

(a) Inventories 33,181,302 - 33,181,302 28,245,807 28,245,807

(b) Financial Assets

(i) Trade Receivables 77,865,271 - 77,865,271 97,714,680 97,714,680 -

(ii) Cash and Cash Equivalents 2,794,176 - 2,794,176 6,839,495 6,839,495 -

(iii)LoansandAdvances 192,400 - 192,400 35,000 35,000 -

(c) Other Current Assets 3,027,976 - 3,027,976 3,624,182 3,624,182 -

(d) Current Tax Asset (Net) 380,309 - 380,309 1,890,749 1,890,749 -

Total Current Assets 117,441,434 - 117,441,434 138,349,913 138,349,913 -

Total Assets 144,663,987 - 144,663,987 184,097,288 184,097,288

II.EQUITYANDLIABILITIES

Equity

(a) Equity Share Capital 90,019,500 - 90,019,500 90,019,500 90,019,500 -

(b) Other Equity 17,736,686 - 17,736,686 18,108,948 18,108,948 -

Total Equity 107,756,186 - 107,756,186 108,128,448 108,128,448 -

Liabilities

1.Non-CurrentLiabilities

(a)FinancialLiabilities

(i) Borrowings 15,546,021 - 15,546,021 35,178,893 35,178,893 -

(b)DeferredTaxLiability(Net) - - - - - -

TotalNon-CurrentLiabilities 15,546,021 - 15,546,021 35,178,893 35,178,893

CurrentLiabilities

(a)FinancialLiabilities

(i) Trade Payables 19,484,990 - 19,484,990 23,686,589 23,686,589 -

(ii)OtherCurrentLiabilities 342,063 - 342,063 16,449,408 16,449,408 -

(b) Provisions 1,534,726 - 1,534,726 653,951 653,951 -

TotalCurrentLiabilities 21,361,779 - 21,361,779 40,789,947 40,789,947 -

TotalEquity&Liabilities 144,663,987 - 144,663,987 184,097,288 184,097,288 -

66


EffectofIndASadoptionontheStatementofProfitandLossfortheyearended31stMarch2017

Note For the year ended 31st March 2017

Previous GAAP Effect of transi-tion to Ind AS

Ind AS

I. Revenue

Revenue from Operations 239,696,314 0 239,696,314

Other Income 11,088,570 0 11,088,570

Total Income 250,784,884 0 250,784,884

II. Expenses

Cost of Material Consumed 0 0 0

Purchase of Stock in Trade 235,133,919 0 235,133,919

Changes in Inventories (4,935,495) 0 (4,935,495)

EmployeeBenefitExpense 11,451,332 0 11,451,332

Finance Costs 67,809 0 67,809

Other Expenses 6,986,756 0 6,986,756

Depreciation 1,987,899 0 1,987,899

Total Expenses 250,692,219 0 250,692,219

ProfitBeforeTax 92,664 0 92,664

Tax expense:

Current tax expense for current year 587,330 0 587,330

MAT Credit Entitlement 0 0 0

Deferred tax assets (450,808) 0 (450,808)

Excess/Short provision for prior years 328,403 0 328,403

Total Tax Expense 464,925 0 464,925

ProfitfortheYear (372,261) 0 (372,261)

Other Comprehensive Income

Itemsthatwillnotbereclassifiedtoprofitorloss 0 0 0

RemeasurementofDefinedBenefitPlan 0 0 0

Tax Effect on above 0 0 0

Other Comprehensive Income for the year, net of tax 0 0 0

Total Comprehensive Income for the year (372,261) 0 (372,261)

Earnings Per Equity Share (Face Value Rs. 10 per share)

(1) Basic and Diluted (0) (0)


67

14. Previous Year Comparatives

Previousyear’sfigureshavebeenregroupedwherenecessarytoconformtothisyear’sclassification.

For,LLB&Co. ForandonbehalfoftheBoardofDirectorsofCharteredAccountants Gravity(India)LimitedFirm’s Registration No.: 117758W LalitBajaj VarunThakkar DakshabenThakkarPartner Director DirectorMembership No.: 104234 Din :00894145 Din :00576846

Sujata Nadgauda Company SecretaryPlace: Mumbai Date: May 30, 2018

68


NOTES________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________


69

GRAVITY (INDIA) LIMITEDCIN – L17110MH1987PLC042899

Register Office:131-5B, Mittal Industrial Estate, Andheri [E], Mumbai: 400 059.Fax:+91 22 28595429 E-Mail: [email protected] Website: www.gravityindia.net

31ST ANNUAL GENERAL MEETING –SATURDAY, 29TH SEPTEMBER, 2018

ATTENDANCE SLIP

Folio No./Client ID : DP ID :No. of Shares:

Name and address of First/Sole Shareholder : ______________________________________________________________________________

______________________________________________________________________________

I Certify that I am a registered shareholder/ proxy for the registered shareholder of the Company..

I, hereby record my presence at the 31st Annual General Meeting of the Company held on Saturday, September 29, 2018 at 01.00 p.m. at 131/5B, Mittal Industrial Estate, Andheri [E], Mumbai: 400 059.

______________________________ _________________________________Name of the Member/Proxy Signature of the Member/Proxy (BlockLetters)

EVOTING SLIP AND PARTICULARS

CIN L17110MH1987PLC42899

NAME OF THE COMPANY GRAVITY(INDIA)LIMITED

REGISTERED OFFICE 131/5B,MITTALINDUSTRIALESTATE,ANDHERI[E],MUMBAI:400059.

EVSN

USER ID EXISTINGMEMBERSMAYREFERTOCURRENTPASSWORDANDNEWMEMBERSAREREQUESTED TO REFER EVOTING INSTRUCTIONS.

PASSWORD MEMBERSHOLDINGSHARESINDEMATFORMSHOULDENTER16DIGITSBENEFICIARYID,ANDMEMBERSHOLDINGSHARESINPHYSICALFORMSHOULDENTERFOLIONUM-BER REGISTERED WITH THE COMPANY.

NOTE: E-VOTING WILL COMMENCE ON WEDNESDAY, 26TH SEPTEMBER 2018 (9:00 AM) AND END ON FRIDAY 28TH SEPTEMBER, 2018 (5:00 PM).PLEASE REFER TO E-VOTING INSTRUCTIONS PRIOR TO CASTING YOUR VOTES THROUGH REMOTE E-VOTING.

Affix Revenue Stamp

Note:: a. Proxy need not be a member of the company. b.The proxy form duly filled in and signed by the member(s) across the revenue stamp should reach the Company’s Registered Office at least 48 hours before

the commencement of the Meeting. c. Corporate members intending to send their authorized representative(s) to attend the meeting are requested to send a certified copy of the Board resolution

authorizing their representative(s) to attend and vote on their behalf at the meeting

GRAVITY (INDIA) LIMITEDCIN – L17110MH1987PLC42899

Register Office:131-5B, Mittal Industrial Estate, Andheri [E], Mumbai: 400 059.Fax:+91 22 28595429 E-Mail: [email protected] Website: www.gravityindia.net

31st Annual General Meeting –Saturday, 29th September, 2018

Application for members holding shares in electronics formI/Webeingthemembersholding_______________SharesofGravity(India)Limited,HerebyAppoint:

Application for members holding shares in electronics form

I/Webeingthemembersholding SharesofGravity(India)Limited,HerebyAppoint:1. _________________ of ___________________having email id __________________________________of failing him.2. _________________ of ___________________having email id __________________________________of failing him.3. _________________ of ___________________having email id __________________________________of failing him.

As My/Our Proxy to Attend and vote (on a poll) for me/us and on my/our behalf at the 31st Annual General Meeting of the company, to be held on Saturday, the 29th September,2018 at 01.00 p.m. or soon after the conclusion of the Annual General MeetingGravity(India)LimitedConvenedonthesameday,whicheverislateratUnitNo:131,1stFloor,SanjayBuildingNo.5-B,Mittal Industrial Estate, Sir MathuradasVasanji Road, Andheri (East), Mumbai–400059, India or at any adjournment thereof. In respect of such resolution as are indicated below:x

Sr.No Particular For Against

1 To receive, consider and adopt the Audited Financial Statement (Standalone) for the Financial Year ended 31st March, 2018 and the reports of the Board of Directors and Auditors thereon..

2 To appoint a Director in place of Mrs. Dakshaben Rasiklal Thakkar (Din: 00576846) who retires by rotation at this Annual General Meeting and being eligible, seeks re-appointment.

3. To ratify the appointment of Statutory Auditors for the Financial Year 2018-19 and to fixtheirremunerationinthisregard.

4 To consider and approve the Proposal for Sale of premises of the Company situated onsecondflooratKondivita202,BuildingNo.02,CTS468,KondivitaVillage,Opp.Saidev Hotel, Andheri East, Mumbai – 400059

Signed this _______________________ day of __________2018.

Signature of shareholder

PROXY FORM(Pursuant to section 105(6) of the Companies act 2013 and rules 19(3) of the companies

(Management and Administration) Rules, 2014)

Name of the Members ___________ E-mail id ______________

Registered Address : _____________ Folio No/Client Id ___________

DP ID

gravity (india) limited · rai (india) imid notice ... 2018 varun thakkar managing director (din:...

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