To the Members
Grandma Trading & Agencies Limited
Your Directors have pleasure in presenting the 36th Annual Report and theaudited financial statements of the Company for the year ended 31st March 2017.
1. FINANCIAL HEIGHLIGHTS:
The financial performance of the Company for the financial year ended 31stMarch 2017 is summarized below:
| || |
For the financial year ended
|Particulars ||March 312017 ||March 312016 |
|Total Income including other income ||406.03 ||82.69 |
|Total Expense ||400.10 ||59.93 |
|Profit / Loss before tax ||5.93 ||22.76 |
|Provision for Income Tax ||2.02 ||7.24 |
|Net Profit / Loss After Tax ||3.91 ||15.51 |
2. STATUS OF COMPANY'S AFFAIRS:
During the financial year your Company has achieved revenue of Rs.406.03 Lakh ascompared to Rs.82.69 Lakh in corresponding previous year and profit after tax for the yearis Rs. 3.91 Lakh as compared to profit of Rs.15.51 Lakh during the previous year theprofit after tax is decreased as compared to the previous year on account of low margins.
Your Company is striving hard and making efforts to utilize the resources available tothe best advantageous position and to put in the new business avenues.
In order to conserve the reserves and to meet the needs of operation your 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 2017 your Company has nottransferred any amount to reserves.
5. SHARE CAPITAL AND CHANGES THEREIN:
The paid-up Equity Share Capital of the Company as on 31st March 2017 isRs.130600000 divided into 130600000 of Rs.1/- per Equity shares and there are nochanges in the Capital Structure of the Company.
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 2017 made under theprovisions of Section 92(3) of the Act is attached as Annexure - A which forms partof this report.
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 met 6 (six) timesduring the financial year 2016-2017 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) (i) 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 2017 the Company does not have any Subsidiary orAssociate 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 Company's board comprises of 6 (Six) Directors consisting of 1 (One) ExecutiveDirector; 4 (Four) Non - Executive Independent Directors and 1 (one) is Non-Executive NonIndependent as on the Date of Report.
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.grandmatradingagencies.com.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Vishal Patel Director retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.
During the year interalia Mr. Bharat Jain; Mr. P. Srinivasa Rao Director hasresigned from the Board and members place on record the contribution made by them duringtheir tenure with the Company.
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 31stMarch2017 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 31stMarch 2017 and of the profit of the Company for the Year ended on 31st March2017;
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 2017 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 Company to provide a true and fair view of the financial statements and has laid downsuch 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 FOR CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO IN TERMS OF PROVISIONS OF SECTION 134 (3)(M) OF THE COMPANIES ACT 2013READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014:
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 DIRECTOR'S 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:
There is no qualification reservations or adverse remark or disclaimers made by theM/s. Gupta Saharia & Co. Statutory Auditors in 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 Directorsrecommend to the Shareholders to ratify their appointment at the ensuing AGM for thefinancial year 2017 - 18.
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 Jain Rahul and Associates Practicing Company Secretaries (C.P. No.15504) Mumbai as its Secretarial Auditors to conduct the Secretarial Audit of the Companyfor the Financial Year 2016-17. The Company has provided reasonable assistance andfacilities to the Secretarial Auditors for conducting their audit. The report ofSecretarial Auditor for the FY 201617 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 Chief Financial Officer and Company Secretary; howeverpresent compliances are being done under the supervision of the Managing Director of theCompany with the help of professionals and guidance of Board.
20. RISK MANAGEMENT:
The Board of Director are 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 Board's functioning composition of the Board and its committees cultureexecution 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 MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
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 Company's Auditors confirming compliance forms an integral part ofthis report as Annexure E.
Further the Management's Discussion and Analysis Report for the year under review asstipulated under Schedule V Para B of the Listing Regulation with the Stock Exchanges isgiven 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 LODR. TheComposition and the functions of the Audit Committee of the Board of Director of theCompany are disclosed in the Report on Corporate Governance which is forming a part ofthis 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 bythe Audit Committee from time to time. None of the Whistle Blower has been denied accessto the Audit Committee 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 boards 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/- ||Sd/- |
| ||Pragyan Ojha ||Vishal Patel |
|Place : Secunderabad ||Managing Director ||Director |
|Date : 30-05-2017 ||DIN:02774883 ||DIN:07485182 |