GRAVITY (INDIA) LIMITED

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

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

Income from operations and Other        2770.00            3289.63
Income

Profit before Interest & Depreciation      58.75              64.13

Less: Interest paid                        1.98               0.56

Less: Depreciation                        52.82              54.36

Profit after Interest & Depreciation        3.95               9.21

Less: Provision for taxation               1.73              12.03

Profit after taxation                       2.22              -2.82

Add: Balance brought forward              98.83             101.65

Profit available for appropriation        101.05              98.83

Provision Reversed                            0                  0

Balance carried forward                  101.05              98.83

Total Appropriation                      101.05              98.83

2. SHARE CAPITAL

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

3. RESERVES:

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

4. OPERATIONS:

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

5. DIVIDEND:

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

6. DIRECTORS:

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

Name of the                  Current Constitution of the 
Committee                    Committee

Audit Committee              1.  Mrs. Prabhavati Shetty

                             2.  Mr. Dakshaben R Thakkar

                             3.  Mr. Vipul Kumar Prajapati

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

                             3.  Mr. Vipul Kumar Prajapati

Stakeholders                 1.  Mrs.  Dakshaben R
Grievance                        Thakkar
Committee

                             2.  Mr. Rasiklal D Thakkar

                             3.  Mr. Vipul Kumar Prajapati

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

8. LISTING OF COMPANY'S SHARES:

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

9. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company after making taxation expenses for the year ended March 31st, 2014.

iii. Your Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities.

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

10. AUDITORS:

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

11. AUDITOR'S REPORT

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

12. CORPORATE GOVERNANCE:

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

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

13. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

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

(a) CONSERVATION OF ENERGY:

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

(b) TECHNOLOGY ABSORBTION:

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

(c) FOREIGN EXCHANGE:

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

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

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

16. EMPLOYEE RELATIONS:

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

17. ACKNOWLEDGEMENTS:

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

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