To the Members
Grandma Trading & Agencies Limited
Your Directors have pleasure in presenting the 35th Annual Report and the auditedfinancial 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 2016is 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 COMPANYS AFFAIRS:
During the financial year your Company has achieved revenue of Rs.82.69 Lacsas 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 inthe previous fiscal year.
Net profit after tax in the year 2015-16 is Rs.15.51 Lacs as compared to profitof Rs.15.85 Lacs during the previous year the profit after tax as increased as comparedto the previous year.
The management of your Company is striving hard and making efforts to utilizethe resources raised to the best advantageous position and to put in the new businessavenues.
In order to conserve the reserves and to meet the needs of operation the Board ofDirectors has decided to retain the profits and not to recommend any dividend for thefinancial year.
4. AMOUNT TRANSFERRED TO RESERVES:
During the financial year ended 31st March 2016 your Company has not transferred anyamount to reserves.
5. SHARE CAPITAL AND CHANGES THEREIN:
The paid-up Equity Share Capital of the Company as on 31st March 2016 isRs.130600000 divided into 130600000 of Rs.1/- per Equity shares and there are nochanges in the Capital Structure of the Company.
During the year trading the equity shares was put under suspension by the BSE Limitedhowever your Company has complied with the requirement and submitted the desired documentsand information to stock exchange and suspension of revoked by the BSE Limited pursuant todirections of Securities Appellate Tribunal.
6. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) of the Companies Act 2013 extract ofAnnual Return for the financial year ended 31st March 2016 made under the provisions ofSection 92(3) of the Act is attached as Annexure - A which forms part of thisreport.
7. NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors of your Company meets at regular intervals during the year todiscuss on the business and other matters of the Company. The Board 7 (seven) times duringthe financial year 2015 2016 and the details about the same are included in thereport 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 changeand commitment affecting the financial position of the Company which have occurred betweenthe end of the financial year of the company to which the financial statements relates andthe 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 ofprovisions of Section 73 to 76 of the Companies Act 2013 ("the Act") read withthe Companies (Acceptance of Deposit) Rules 2014 during the year under review. Hence thedetails relating to deposits as also requirement for furnishing of details of depositswhich 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 theCompanies Act 2013 during the year under review are disclosed in the notes accompanyingfinancial statements.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Companys board comprises of 8 (Eight) Directors consisting of 4 (Four) Non Executive Independent Directors as on the Date of Report.
Tara B. Jain; Mr. Fulchand Jain; Mr. A. Srinivas Managing Director and Mr. P.V. MohanRao Non-Executive Director has resigned from the Board and members place on record thecontribution made by them during their tenure with the Company.
The Board of Directors at their meeting held on May 30 2016 has inducted Mr. NaveenReddy Mr. Pragyan Ojha Mr. Prashanth Reddy and Mr. Vishal Patel on the Board of theCompany and further Mr. Pragyan Ojha has been appointed as Managing Director of theCompany to hold office for a period for 3 years. Your Directors recommends theirappointment 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 section149(6) of the Act from all the Independent Directors. Further the familiarisation programfor 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 andanys Articles of Association Mr. P. Srinivasa Rao Director retires by rotation atthe forthcoming Annual General Meeting and being eligible offers himself forre-appointment.
13. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provision of Section 134(5) of the Companys Act 2013 confirmthat:
a) In the preparation of the annual accounts for the financial year 31stMarch2016 the applicable accounting standards had been followed alongwith properexplanation relating to material departures;
b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2016and 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 31stMarch 2016 on a going concern basis;
e) the directors had laid down internal financial controls to be followed by theCompany and that such internal controls are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliances with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
14. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has implemented such internal financial controls commensurate with the sizeof the Company to provide a true and fair view of the financial statements and has laiddown such standards and processes which ensures that the same are adequate and operatingefficiently.
15. PARTICULARS OF EMPLOYEES:
The details required to be disclosed in terms of the provisions of Section 197 (12) ofthe Companies Act 2013 read with the Rule 5(2) of the Companies (Appointment andRemuneration) Rules 2014 regarding the remuneration etc are forms part of this report asAnnexure - B.
16. DISCLOSURES AS PER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 8OF THE COMPANIES (ACCOUNTS) RULES 2014 FOR CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNING AND OUTGO:
During the financial year considering the nature of activities being carried out byyour Company there were no such particulars which are required to be furnished in thisreport pertaining to conservation of energy and technology absorption and no ForeignExchange earnings and outgo of the Company were reported during the year.
17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for determining qualifications positive attributesindependence of a Director and other matters specified under sub - section (3) of Section178 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 Meetingheld on 29th September 2014 upto sixth consecutive AGM the Board of Directors recommendto the Shareholders to ratify their appointment at the ensuing AGM for the financial year2016 - 17.
There is no qualification reservations or adverse remark or disclaimers made by theM/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 Companyhas 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 theFinancial Year 2015-16. The Company has provided reasonable assistance and facilities tothe Secretarial Auditors for conducting their audit. The report of Secretarial Auditor forthe FY 2015-16 is annexed to this report as Annexure D.
The management explanation to the observation of the Secretarial Auditor: The companyis in process of looking out for whole time company secretary in employment howeverpresent compliances are being done under the supervision of the Managing Director of theCompany. Further the delay in submission of results was due to technical problem ofinternet and upon realisation the same was rectified.
20. RISK MANAGEMENT:
The Board of Directors is overall responsible for identifying evaluating mitigatingand managing significant risks being faced by the Company. The Board had adopted RiskManagement policy which acts as an overarching statement of intent and establishes theguiding principles by which key risks are managed in the Company. Further in the opinionof 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 underSection 135 of the Companies Act 2013 and the relevant rules therefore there are no suchdetails 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 andDisclosure Requirements) Regulation 2015 (Listing Regulation) a criteria forperformance evaluation of Directors was prepared after taking into consideration variousaspects of the Boards functioning composition of the Board and its committeesculture execution and performance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and Non Independent Director was also carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
23. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENTS DISCUSSION AND ANALYSISREPORT:
In terms of Regulation 34 read with Para C of Schedule V of the Listing Regulation aseparate section on corporate governance practices followed by the Company together with acertificate from the Companys Auditors confirming compliance forms an integral partof this report as
Further the Managements Discussion and Analysis Report for the year under reviewas stipulated under Schedule V Para B of the Listing Regulation with the Stock Exchangesis given in Annexure F to this report.
24. AUDIT COMMITTEE:
The Audit Committee of Directors was reconstituted pursuant to the provisions ofSection 177 of the Companies Act 2013. The composition of the Audit Committee is inconformity with the provisions of the said section and Regulation 17 of the ListingRegulation. The Composition and the functions of the Audit Committee of the Board ofDirectors of the Company is disclosed in the Report on Corporate Governance which isforming a part of this report.
During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.
25. VIGIL MECHANISM:
The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowerscan raise and report genuine concerns relating to reportable matters such as breach ofcode of conduct fraud employee misconduct misappropriation of funds health and safetymatters etc. the mechanism provides for adequate safeguards against victimization ofWhistle Blower who avail of such mechanism and provides for direct access to the chairmanof the Audit Committee.
The functioning of the Whistle Blower policy is being reviewed by the Audit Committeefrom time to time. None of the Whistle Blower has been denied access to the AuditCommittee of the Board.
26. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:
The management has believed in providing a safe and harassment free workplace for everyindividual working in the Company through various interventions and practices. The Companyalways endeavors to create and provide an environment that is free from discrimination andharassment including sexual harassment. During the year no such incident were reported.
The board of Directors would like to express their appreciation for the co-operationand assistance received from the Government authorities the financial institutionsbanks vendors customers and Shareholders during the year under review. The board ofDirectors also wish to place on record their deep sense of appreciation for the committedservices 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 || |