Mar 31, 2016
The Directors have pleasure in presenting the 35th Annual Report and the audited financial statements of the Company for the year ended 31st March 2016.
1. FINANCIAL HIGHLIGHTS:
The financial performance of the Company for the financial year ended 31st March, 2016 is summarized below:
(Rs. in Lacs)
Particulars |
For the financial year ended |
|
March 31, 2016 |
March 31, 2015 |
|
Total Income including other income |
82.69 |
86.49 |
Total Expense |
59.93 |
63.40 |
Profit before tax |
22.76 |
23.09 |
Provision for Income Tax |
7.24 |
7.24 |
Profit After Tax |
15.51 |
15.85 |
2. STATUS OF COMPANY''S AFFAIRS:
- During the financial year your Company has achieved revenue of Rs.82.69 Lacs as compared to Rs.86.49 Lacs in corresponding previous year.
- Profit before Tax in year 2015 - 16 is Rs.22.76 Lacs against Rs.23.09 Lacs in the previous fiscal year.
- Net profit after tax in the year 2015-16 is Rs.15.51 Lacs as compared to profit of Rs.15.85 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.
3. DIVIDEND:
In order to conserve the reserves and 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, 2016, 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, 2016 is Rs.13,06,00,000 divided into 13,06,00,000 of Rs.1/- per Equity shares and there are no changes in the Capital Structure of the Company.
During the year trading the equity shares was put under suspension by the BSE Limited, however your Company has complied with the requirement and submitted the desired documents and information to stock exchange and suspension of revoked by the BSE Limited pursuant to directions of Securities Appellate Tribunal.
6. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, extract of Annual Return for the financial year ended 31st March, 2016 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 meets at regular intervals during the year to discuss on the business and other matters of the Company. The Board 7 (seven) times during the financial year 2015 - 2016 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.
9. SUBSIDIARY COMPANY :
As on 31st March, 2016, the Company does not have any Subsidiary or Associate Company.
10. FIXED DEPOSITS:
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 AND KEY MANAGERIAL PERSONNEL:
The Company''s board comprises of 8 (Eight) Directors consisting of 4 (Four) Non - Executive Independent Directors as on the Date of Report.
During the year Mr. Tara B. Jain; Mr. Fulchand Jain; Mr. A. Srinivas, Managing Director and Mr. P.V. Mohan Rao, Non-Executive Director has resigned from the Board and members place on record the contribution made by them during their tenure with the Company.
The Board of Directors, at their meeting held on May 30, 2016 has inducted Mr. Naveen Reddy, Mr. Pragyan Ojha, Mr. Prashanth Reddy and Mr. Vishal Patel on the Board of the Company and further Mr. Pragyan Ojha has been appointed as Managing Director of the Company to hold office for a period for 3 years. Your Directors recommends their appointment as Director of the Company as per the Notice of the Annual General Meeting.
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.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. P. Srinivasa Rao Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.
13. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provision of Section 134(5) of the Company''s Act, 2013 confirm that:
a) In the preparation of the annual accounts, for the financial year 31st March,2016 the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for the Year ended on 31st March, 2016;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared annual accounts for the financial year ended 31st March, 2016 on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively; and
f) the directors had 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 READ WITH RULE , 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 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 up to sixth consecutive AGM, the Board of Directors recommend to the Shareholders to ratify their appointment at the ensuing AGM for the financial year 2016 - 17.
There is 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 2015-16. The Company has provided reasonable assistance and facilities to the Secretarial Auditors for conducting their audit. The report of Secretarial Auditor for the FY 2015-16 is annexed to this report as Annexure D.
The management explanation to the observation of the Secretarial Auditor: The company is in process of looking out for whole time company secretary in employment, however present compliances are being done under the supervision of the Managing Director of the Company. Further the delay in submission of results was due to technical problem of internet and upon realization the same was rectified.
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 had adopted 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 the relevant rules, 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 SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (''Listing Regulation'') 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 Regulation 34 read with Para C of Schedule V of the Listing Regulation, 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 Schedule V Para B of the Listing Regulation 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 Regulation 17 of the Listing Regulation. 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:
The board of 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. The board of Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.
For and on behalf of the Company
Sd/-
Bharat Jain
Chairman
DIN: 00274276
Place : Secunderabad
Date : 30-05-2016
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.
DIRECTORÂS 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 CompanyÂs
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