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Directors Report of Grandma Trading & Agencies Ltd.

Mar 31, 2015

To the Members,

Grandma Trading & Agencies Limited

The Directors have pleasure in presenting the 33rd Annual Report and the audited financial statements of the Company for the year ended 31st March 2015.

1. FINANCIAL HEIGHLIGHTS

The financial performance of the Company for the financial year ended 31st March, 2015 is summarized below:

(Rs. in Lacs)

For the financial year ended

Particulars March 31,2015 March 31,2014

otal Income including other income 86.49 97.86

Total Expense 63.40 75.59

Profit before tax 23.09 22.27

Provision for Income Tax 7.24 6.88

Profit After Tax 15.85 15.39

2. STATUS OF COMPANY'S AFFAIRS:

- During the financial year your Company has achieved revenue of Rs.86.49 Lacs as compared to Rs.97.86 Lacs in corresponding previous year.

- Profit Before Tax in year 2014 - 15 is Rs.23.09 Lacs against Rs.22.27 Lacs in the previous fiscal year.

- Net profit after tax in the year 2014-15 is Rs.15.85 Lacs as compared to profit of Rs.15.39 Lacs during the previous year, the profit after tax as increased as compared to the previous year.

- The management of your Company is striving hard and making efforts to utilize the resources raised to the best advantageous position and to put in the new business avenues and has sought approval of shareholders to venture into the business of contract farming, agricultural, horticultural and farm produce and related products etc.

3. DIVIDEND

In order to conserve the reserves to meet the needs of operation, the Board of Directors has decided to retain the profits and not to recommend any dividend for the financial year.

4. AMOUNT TRANSFERRED TO RESERVES

During the financial year ended 31st March, 2015, your Company has not transferred any amount to reserves.

5. SHARE CAPITAL AND CHANGES THEREIN

The paid-up Equity Share Capital of the Company as on 31st March, 2015 is Rs.13,06,00,000. During the year under review, with the approval of the Shareholders the face value of Equity Share of Rs.10/- each is sub-divided into 10 Equity Share of Rs.1 each and accordingly the Capital Clause of the Memorandum and Articles of Association were altered.

6. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is Attached as Annexure - A which forms part of this report.

7. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of your Company met at regular intervals during the year to discuss on the business and other matters of the Company. The Board met 7 (seven) times during the financial year 2014 - 2015 and the details about the same are included in the report on Corporate Governance, which forms part of this Annual Report.

8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

In terms of Section 134(3)(l) of the Companies Act, 2013, there are no material change and commitment affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the report excepting the Company's has obtained the approval of shareholders to borrow and to create the charge on the assets of the Company to that extent in view of proposed business plan of the Company.

9. SUBSIDIARY COMPANY:

As on 3134 March, 2015, the Company does not have any Subsidiary or Associate Company.

10. FIXED DEPOSITS DETAILS REQUIRED AS PER CHAPTER V OF THE ACT:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 to 76 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

11. PARTICULARS OF LOANS AND INVESTMENTS BY THE COMPANY:

The details regarding Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013 during the year under review are disclosed in the notes accompanying financial statements.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company's board comprises of 5 (five) Directors consisting of 4 (four) Non - Executive Directors as on March 31,2015. In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Company shall have atleast one Woman Director on the Board of the Company. During the year the Company has appointed Mrs. Tara B. Jain as Director on the Board of the Company w.e.f. March 31, 2015, she resigned from the office of Director w.e.f. April 10, 2015 and the Board has appointed Ms. Vanaja Kumari Dokiparthi as Woman Director under the category of Independent in view of declaration received from her under Section 149 of the Companies Act, 2013.

The Company has received the declaration of Independence as provided under section 149(6) of the Act from all the Independent Directors. Further, the familiarisation program for Independent Directors is also made available on website of the Company viz. www.grandmatrading.com.

The Board of Directors, at their meeting held on April 10, 2015 inducted Mr. A. Srinivas, Mr. P. Srinivas Rao and Mr. P. V. Mohan Rao on the Board of the Company and subsequently, in the meeting of the Board held on May 29, 2015, Mr. A. Srinivas has been appointed as Managing Director of the Company and Mr. P. Srinivas Rao has been appointed as Whole time Director of the Company designated as Chief Financial Officer (CFO) for a period three years respectively with effect from May 29, 2015. Mr. Mahavir Jain, Managing Director of the Company has resigned w.e.f. April 10, 2015.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Bharat B. Jain, Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 134(5) of the Company's Act, 2013 confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared annual accounts for the financial year ended 31st March, 2015 on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating adequately; and

f) they have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has implemented such internal financial controls commensurate with the size of the Company to provide a true and fair view of the financial statements and has laid down such standards and processes which ensures that the same are adequate and operating efficiently.

15. PARTICULARS OF EMPLOYEES

The details required to be disclosed in terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, regarding the remuneration etc are forms part of this report as Annexure - B.

16. DISCLOSURES AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

During the financial year considering the nature of activities being carried out by your Company there were no such particulars which are required to be furnished in this report pertaining to conservation of energy and technology absorption and no Foreign Exchange earnings and outgo of the Company were reported during the year.

17. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for determining qualifications, positive attributes, independence of a Director and other matters specified under sub - section (3) of Section 178 of the Act, the said policy is attached as Annexure C.

18. STATUTORY AUDITOR AND THEIR REPORT

M/s. Gupta Saharia & Co., Chartered Accountants, Mumbai (Firm Registration No. 103446W) the Statutory Auditors of the Company were appointed at Annual General Meeting held on 29th September, 2014 upto sixth consecutive AGM, the Board of Directors recommend to the Shareholders to ratify their appointment at the ensuing AGM for the financial year 2015 - 16.

There are no qualification, reservations or adverse remark or disclaimers made by the M/s. Gupta Saharia & Co., Statutory Auditors, in their report.

19. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013 and rules made under, the Company has appointed M/s Shreyans Jain & Co. Practicing Company Secretaries (C.P. No. 9801), Mumbai as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2014 - 15. The Company has provided reasonable assistance and facilities to the Secretarial

Auditors for conducting their audit. The report of Secretarial Auditor for the FY 2014 - 15 is annexed to this report as Annexure D.

The management explanation to the observation of the Secretarial Auditor: The Board of Directors of the Company at its meeting held on May 29, 2015 had appointed Mr. P. Srinivas Rao as Whole time Director designated as Chief Financial Officer (CFO) of the Company and the Company is in the process of looking out for employing Whole Time Company Secretary in employment, However presently the Compliances are being done under the supervision of the Managing Director of the Company.

20. RISK MANAGEMENT

The Board of Directors is overall responsible for identifying, evaluating, mitigating and managing significant risks being faced by the Company. The Board approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed in the Company. Further in the opinion of the Board there exists no risk which threatens the existence of the Company.

21. CORPORATE SOCIAL RESONSIBILITY

The Company is not required to form committee and spend the amount as required under Section 135 of the Companies Act, 2013 and therefore there are no such details which are required to be disclosed.

22. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a criteria for performance evaluation of Directors was prepared after taking into consideration various aspects of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non - Independent Director was also carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

23. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In terms of clause 49 of Listing Agreement with the Stock exchange, a separate section on corporate governance practices followed by the Company together with a certificate from the Company's Auditors confirming compliance forms an integral part of this report as Annexure E.

Further the Management's Discussion and Analysis Report for the year under review, as stipulated under revised clause 49 of the Listing Agreement with the Stock Exchanges is given in Annexure F to this report.

24. AUDIT COMMITTEE

The Audit Committee of Directors was reconstituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section and Listing Agreement. The Composition and the functions of the Audit Committee of the Board of Directors of the Company is disclosed in the Report on Corporate Governance, which is forming a part of this report.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

25. VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee.

The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board.

26. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The management has believed in providing a safe and harassment free workplace for every individual working in the Company through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year no such incident were reported.

27. ACKNOWLEDGMENTS

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

By order of the Board For Grandma Trading and Agencies Limited

Sd/- A. Srinivas

Place : Secunderabad Managing Director

Date : 29-05-2015 DIN : 05271604


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the Annual Report and Audited Statements of Accounts for the financial year ended on 31st March 2014.

FINANCIAL RESULTS:

(Rs. in Lakhs) Particulars 2013-14 2012-13

Sales and other Income 97.86 135.84

Profit before Tax 22.27 91.94

Provision for Tax 6.88 29.50

Provision for Deferred Tax 0.00 0.00

Prior Year Tax Adjustment 0.00 0.06

Profit After Tax 15.39 62.37 Add: Profit / (Loss) brought forward from previous year 12.98 (49.39)

Balance Carried to Balance Sheet 28.37 12.98

RESULTS OF OPERATIONS & HIGHLIGHTS

During the year your Company has received income of Rs.97.86 lakhs as compared to Rs.135.84 lakhs in previous year and has generated net profit after tax of Rs.15.39 lakhs as compared to profit of Rs.62.37 lakhs during the previous year.

During the year Mr. Bharat Jain has acquired entire shareholdings from the erstwhile promoters of the Company and has made open offer for additional 26% of Equity Shares as mandated under regulations of the SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 2011. Consequently Mr. Bharat Jain after completion of open offer and acquisition of shares has acquired the management control of the Company and become the Promoter of the Company. The new management is continuous evaluating new opportunities.

DIVIDEND:

Your Directors regret their inability to recommend any dividend since the carry forward losses are wiped out in the current year and Company plans to utilize the reserves for the growth, of the Company.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

BOARD OF DIRECTORS AND CHANGE IN MANAGEMENT:

a. Composition of Board of Directors:

The Board has optimum mixture of Executive and Non-Executive Directors. The Board comprises of four Directors, of which two are Independent Directors. Mr. Mahavir Jain is the Managing Director of the Company.

b. Changes in the Board of Directors:

In terms of the provisions of Section 149, 152 read with Schedule IV and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Director) Rules, 2014, the Independent Directors can hold office for a term upto five (5) consecutive years as Directors of your company and will not be liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Suryakant Rasal, and Mr. Fulchand Jain as Independent Directors of the Company to hold the office for a term of 5 (five) consecutive years upto 31st March, 2019.

The brief resume of the aforesaid Directors and other information have been given in the notice of the Annual General Meeting.

c. Retirement by Rotation:

In accordance with the requirements of the Companies Act, 1956, and provisions of Articles of Association of the Company, Mr. Bharat B. Jain retires by rotation and being eligible, offer himself for reappointment.

AUDITORS:

M/s. Gupta Saharia & Co., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, and pursuant to the recommendation of the audit committee of the Board of Directors of the Company M/s. Gupta Saharia & Co., Chartered Accountants (Firm Reg. no. 103446W), are being appointed as statutory auditors as per the resolution forming part of notice of the Annual General Meeting.

Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and there has been no material departure;

b) That the directors have selected such accounting policies and applied them consistently and the Directors 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 financial year and of profit of the Company for the year under review;

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a ''going concern'' basis. CORPORATE GOVERNANCE:

Compliance of Clause 49 is applicable to the company and therefore the Company has adopted to follow the requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company M/s. Gupta Saharia & Co., regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee of the category specified in Section 217 (2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As there is nil expenditure on the points mentioned above, no particulars furnished in this report as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the report of the Board of Directors) Rules'' 1988 regarding conservation of energy, technology, absorption and foreign exchange earnings and outgo.

ACKNOWLEDGEMENT:

The Board wishes to place on record its sincere appreciation for the assistance and co- operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The directors express their gratitude to the shareholders for their continuing confidence in the Company. The directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company''s

By Order of the Board For Grandma Trading and Agencies Limited Sd/- Mahavir Jain Place: Mumbai Managing Director Date: 28.05.2014 (DIN:03622921)


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Annual Report and Audited Statements of Accounts for the financial year ended on 31st March 2013.

FINANCIAL RESULTS:

(Rs.in Lakhs)

Particulars 2012-13 2011-12

Sales and Other Income 135.84 28.70

Profit befor e Depreciation and Tax 91.94 12.33

Depreciation 0.00 0.00

Profit before Tax 91.94 12.33

Provision for Tax 29.50 3.81

Provision for Deferred Tax 0.00 0.00

Prior Year Tax Adjustment 0.06 0.31

Profit After Tax 62.37 8.21

Add: Loss brought forward from previous year (49.39) (57.60)

Balance Carried to Balance Sheet 12.981 (49.39)

During the year your Company has received income of Rs.1 35.84 lakhs as compared to 28.70 lakhs in previous year and has generated net profit after tax of Rs.62.37 lakhs as compared to profit of Rs.8. 21 lakhs during the previous year.

DIVIDEND:

Your Directors regret their inability to recommend any dividend since the carry forward losses are wiped out in the current year and Company plans to utilize the reserves for the growth, of the Company.

CHANGE IN MANAGEMENT OF THE COMPANY:

During the year Mr. Bharat Jain has enter into agreement to acquire entire shareholdings from the erstwhile promoters of the Company and has made open offer for additional 26% of Equity Shares as mandated under regulations of the SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 2011. Consequently Mr. Bharat Jain after completion of open offer and acquisition of shares has acquired the management control of the Company and become the Promoter of the Company.

BOARD OF DIRECTORS AND CHANGE IN MANAGEMENT:

a. Composition of Board of Directors:

The Board has optimum mixture of Executive and Non-Executive Directors. The Board comprises of four Directors, of which two are Independent Directors. Mr. Mahavir Jain is the Managing Director of the Company.

b. Changes in the Board of Directors:

Mr. K. K. Mansingka and Mr. Prabhakar Balenkar the Directors of the Company have resigned from the Board w.e.f. 10.06.2013 and Mr. Bharat B. Jain (Non-Executive Promoter Category) and Mr. Fulchand Jain (Non-Executive - Independent) was appointed as Additional Director of the Company consequent to the change in management control of the Company w.e.f. 10.06.2013.

c. Retirement by Rotation:

In accordance with the requirements of the Companies Act, 1956, and provisions of Articles of Association of the Company, Mr. Suryakant Rasal retires by rotation and being eligible, offer themselves for reappointment

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS:

The auditor of the Company M/s. Gupta Saharia & Co. holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment. The Company has received certificate from the Auditors to the effect that their appointment, if made would be within the prescribed limits under section 224 (1-B) of The Companies Act, 1956.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed and there has been no material departure;

b) That the directors have selected such accounting policies and applied them consistently and the Directors 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 financial year and of profit of the Company for the year under review;

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Compliance of Clause 49 is applicable to the company and therefore the Company has adopted to follow the requirements of C orporate Governance as stipulated under clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company M/s. Gupta Saharia & Co., regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee of the category specified in Section 217 (2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As there is nil expenditure on the points mentioned above, no particulars furnished in this report as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the report of the Board of Directors) Rules’ 1988 regarding conservation of energy, technology, absorption and foreign exchange earnings and outgo.

ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation for the assistance and co- operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The directors express their gratitude to the shareholders for their continuing confidence in the Company. The directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company’s

By Order of the Board

For Grandma Trading and Agencies Limited

Sd/-

Place: Mumbai Mahavir Jain

Date: 14.08.2013 Managing Director


Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting the Annual Report and Audited Statements of Accounts for the financial year ended on 31st March 2012.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 2011 - 12 2010 - 11

Sales and Other Income 28.70 13.78

Profit before Depreciation and Tax 12.33 0.81

Depreciation 0.00 0.00

Profit before Tax 12.33 0.81

Provision for Tax 3.81 0.27

Provision for Deferred Tax 0.00 0.00

Prior Year Tax Adjustment 0.31 0.00

Profit After Tax 8.21 0.53

Add: Profit brought forward from previous year (57.60) (58.14)

Balance Carried to Balance Sheet (49.39) (57.60)

During the year your Company has received income of Rs.28.70 lakhs as compared to 13.78 lakhs in previous year and has generated net profit of Rs.12.33 lakhs as compared to profit of Rs.0.81 lakhs during the previous year.

DIVIDEND:

Your Directors regret their inability to recommend any dividend until carry forward losses are hopefully wiped out.

REVOCATION OF SUSPENSION:

During the year, BSE Limited (BSE), where the Company's securities are listed, have restored the listing status, earlier suspended due to penal reasons, and permitted trading in equity shares of the Company w.e.f. 27.06.2011. Further, the Company's securities were admitted into both Central Depository Services (India) Limited as well as National Securities Depository Limited. Consequently, the securities are now traded in both physical as well as dematerialised form. The Company has made payment of annual listing fees to the Stock Exchange.

CHANGES IN THE CAPITAL STRUCTURE INCREASE IN AUTHORISED CAPITAL:

During the year the authorized capital of the Company has increased from Rs.15,00,000 to Rs.16,00,00,000 divided into 1,60,00,000 Equity Shares of Rs.10 each.

ALLOTMENT OF EQUITY SHARES:

During the year pursuant to shareholders approval at Extra Ordinary General Meeting held on 12th December, 2012 the Board of Director have allotted 1,29,10,000 Equity Shares of Rs.10 each at

par to certain investors and consequently, the Paid-up capital increased from Rs.15,00,000 to Rs.13,06,00,000.

BOARD OF DIRECTORS AND CHANGE IN MANAGEMENT i. Composition of Board of Directors:

The Board comprises of four Directors, of which two are Independent Directors. Mr. Mahavir Jain is appointed as the Managing Director of the company, subject to approval of shareholder.

ii. Changes during the year:

During the year Mr. Sanjay Deora and Mr. Siddharth Panjri have resigned as Director of the Company w.e.f. 17th November, 2011.

Mr. Mahavir Jain and Mr. Suryakant Rasal were appointed as Additional Director of the Company w.e.f. 14th November 2011 and to enhance the Board strength Mr. Fulchand Jain was appointed as Additional Director of the Company w.e.f 12th May, 2012.

DEPOSITS:

The Company has not accepted any Deposit from the Public during the year under review. As on 31st March, 2012 no unclaimed deposits are lying with the Company.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee of the category specified in Section 217 (2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS:

The auditor of the Company M/s. GUPTA SAHARIA & CO. hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appoint. The Company has received certificate from the Auditors to the effect that their appointment, if made would be within the prescribed limits under section 224 (1-B) of The Companies Act, 1956.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed and there has been no material departure;

b) That the Directors have selected such accounting policies were applied consistently and the Directors 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 financial year and of profit of the company for that year under review;

c) That the directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Compliance of Clause 49 is applicable to the company from the current year and therefore the Company has adopted to follow the requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company M/s. Gupta Saharia & Co., regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As there is nil expenditure on the points mentioned above, no particulars furnished in this report as required under Section 217(1)(e) of the Companies Act'1956 read with Companies (Disclosures of Particulars in the report of the Board of Directors) Rules'1988 regarding conservation of energy, technology, absorption and foreign exchange earnings and outgo.

ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The directors express their gratitude to the shareholders for their continuing confidence in the Company. The directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company's

By Order of the Board For Grandma Trading and Agencies Limited

Sd/-

Place: Mumbai Mahavir Jain

Date: 13.08.2012 Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 29th Annual Report and Audited Statements of Accounts for the year ended on 31st March 2010.

FINANCIAL RESULTS:

The Company has achieved a Sales Turnover of Rs. 12.54 Lakhs during the year under review and earned Profit before Tax of Rs. 1,03,297/ -. The Profit after Tax is Rs. 71,377/- during the year under review. The Company hopes to achieve a greater scale of turnover and profitability during the current year.

DIVIDEND :

Your Directors regret their inability to recommend any dividend until carry forward losses are hopefully wiped out.

DIRECTORS :

Mr. Krishna Kumar Mansingka, retires by rotation and being eligible offers himself for reappointment.

DEPOSITS :

The Company has not accepted any Deposit from the Public during the year under review. As on 31st March, 2010 no unclaimed deposits are lying with the Company.

PARTICULARS OF EMPLOYEES :

The Company does not have any employee of the category specified in Section 217 (2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS :

The auditor of the company M/s. MULRAJ D GALA hold office until the conclusion of the ensuing Annual General Meeting and are recommended for appoint. The Company has received certificate from the Auditors to the effect that their appointment, if made would be within the prescribed limits under section 224 (1-B) of The Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed and there has been no material departure;

b) That the directors have selected such accounting policies were applied consistently and the Directors made judgements 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 financial year and of profit of the company for that year under review.

c) That the directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the annual accounts have been prepared on a going concern basis.

LISTING:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited, however trading in equity shares of the Company is suspended.

The Company is undertaking necessary procedure(s) for revocation of suspension in trading of Equity Shares of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As there is nil expenditure on the points mentioned above, no particulars furnished in this report as required under Section 217(1)(e) of the Companies Act1956 read with Companies (Disclosures of Particulars in the report of the Board of Directors) Rules1988 regarding conservation of energy, technology, absorption and foreign exchange earnings and outgo.

By Order of the Board

For GRANDMA TRADING AND

AGENCIES LIMITED

Sd/-

DIRECTOR

Date : 24th August, 2010

Place : Mumbai

Registered Office :

11, Mansingka Chambers, 258,

Kalbadevi Road, Mumbai-400002

 
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