To the Shareholders
Your Directors have pleasure in presenting the 34th Annual Report of Grandeur ProductsLimited together with the Audited accounts for the financial year ended 31st March 2017.
The performance of your company for the year under review is summarized below:
( Rs. in Lakhs)
|Particulars ||31.03.2017 ||31.3.2016 |
|Total Income ||84.63 ||1635.19 |
|Profit before Depreciation ||0.87 ||20.10 |
|Profit before Tax ||0.60 ||20.10 |
|Profit After Tax ||0.29 ||11.59 |
2. PERFORMANCE REVIEW & COMPANY'S STATE OF AFFAIRS:
During the financial year your Company posted a net Profit Rs. 0.29 Lakhs as comparedto After Tax (PAT) previous year PAT of Rs. 11.59 Lakhs. Due to the increase in theinterest burden caused for availing the CCD's. The Company is taking steps to improve theCompany's performance and increase the profitability in the future.
Your Directors have not recommended any dividend for the financial year 2016-17.
4. SHARE CAPITAL:
During the year there is a change in the paid-up share capital of your company thedetails are briefed below: i. Issue and allotment of 2000000 equity shares of Rs. 10each (issued at premium of Rs. 10 each)on preferential basis for promoter and non-promotergroup aggregating to Rs. 20000000.
ii. Issue and allotment of 611960 equity shares of Rs. 10 each aggregating to Rs.6119600 to Grandeur
Products Limited Employees Welfare Fund under Grandeur Products Limited Employee StockPurchase Scheme-2017(GPL-ESPS 2017).
Other than the above mentioned issue of Equity shares Shareholders of the Company hadalso approved to create offer and grant from time to time up to 750000 Options underGrandeur Employee Stock Option
Scheme II 2016(GPLESOS II 2016) which are yet to be granted to the Eligible Employeesof the Company.
Consequently the outstanding issued subscribed and paid up capital of the Companyhas increased from
10000000 Equity Shares to 12619600 Shares of Rs. 10 each aggregating to Rs.126119600 as on 31st March 2017.
Issue of 6% Unlisted Redeemable Secured Non-Convertible Debentures under PrivatePlacement:
During the year Company issued and allotted 600000 6% Fully Secured UnlistedRedeemable Non-Convertible Debentures of Rs. 100 each aggregating Rs. 6.00 Crores underprivate placement basis pursuant to
Shareholders approval vide Postal Ballot Results declared on 6th July 2016.
Conversion of 6% Unlisted Redeemable Secured Non-Convertible Debentures under PrivatePlacement in to Compulsorily Convertible debentures:
Later the above mentioned 600000 6% Fully Secured Unlisted RedeemableNon-Convertible Debentures of Rs. 100 each were converted into 600000 CompulsorilyConvertible Debentures of Rs. 100 each with the Unanimous consent of the debenture holdersin their meeting held on 27th September 2016 and also Shareholders' approval vide PostalBallot Results declared on 8th November 2016.
6. EMPLOYEE STOCK OPTION PLAN/ SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
The Company has in place 3 (Three) employee benefit plans namely Grandeur EmployeeStock Option Scheme I 2016(GPLESOS I 2016) Grandeur Employee Stock Option Scheme II2016(GPLESOS II 2016) and the Grandeur Employees Stock Purchase Scheme 2017"("GPL-ESPS 2017").
The above schemes/plans are in compliance with the SEBI Regulations. During the yearunder review no changes were made in the above said schemes. Details regarding the abovementioned schemes along with their status are annexed to and forms part of this reportas Annexure F.
Statutory Auditors with respect to implementation of the above Employee's StockFurther certificate
Option Schemes in accordance with SEBI Guidelines and the resolution passed by theMembers of the Company would be placed before the Members at the ensuing AGM..
7. CHANGE IN THE NATURE OF BUSINESS IF ANY
The Company along with present objects incorporated new main objects relating to thebusiness of seeds.
8. DIRECTORS & KEY MANAGERIAL PERSONNEL
Resignation of Director:
Ms. Vaghira Kumari Jonnada (DIN: 06962857) tendered resignation as IndependentDirector of the Company w.e.f. 31st May 2016.
Appointment and Regularisation of Independent Director
Ms. Sridevi Dasari (DIN 07512095) was appointed as Additional Director on the Board ofthe Company with effect from 31st May 2016 pursuant to the provisions of Section 161 ofthe Act. She is appointed as Non-Executive Independent Director of the Company incompliance with the provisions of Section 149 read with Schedule IV of the Act for a termof Five years at the Annual General meeting of the Company held on 30th
Re-appointment of Whole Time Director
Based on the recommendation of Nomination and Remuneration Committee the board ofdirectors at its meeting held on 2nd September 2017 had re-appointed Mr. Vijay KumarDeekonda as chairman and Whole-Time Director designated as of the company for a furtherperiod of Three years with effect from 1st October 2017 (including terms and conditions ofthe appointment) subject to approval of the shareholders at the forthcoming 34th AnnualGeneral Meeting.
Accordingly the Re-appointment of Mr. Vijay Kumar Deekonda as Whole Time Director ofthe Company is being proposed at this 34th Annual General Meeting.
Director(s) retiring by rotation:
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Munnangi Jayaram Prasad
(DIN 03034183) retires by rotation at the ensuring Annual General Meeting and beingeligible offers himself for re-appointment.
The details of Directors being recommended for re-appointment as required under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are contained inthe accompanying Notice convening the ensuing 34th Annual General Meeting of the Company.
9. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY
In accordance with section 149(7) of the Companies Act 2013 each independent directorhas confirmed to the company that he or she meets the criteria of independence laid downin section 149(6) of the Companies
Act 2013 and regulation 16(1)(b) of the Listing Regulations.
10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year 2016-2017 the Board of Directors of the Company met 9(Nine) times on 27th May 2016 31st May 2016 16th July 2016 12th August 2016 30thSeptember 2016 12th November 2016 13th February 2017 1st March 2017 and 31st March2017. Further a separate Meeting of the Independent Directors of the Company was alsoheld on 31st March 2017.
11. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure
Requirements) Regulations 2015 the Board has carried out the annual performanceevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Nomination and Remuneration and Compliance Committees.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.
12. STATUTORY AUDITORS:
The shareholders in their meeting held on 19thJune 2014 approved the appointment of M/sRamasamy Koteswara Rao & Co Chartered Accountants (Firm Registration Number 010396S)as the Statutory Auditors of the Company till the conclusion Annual General Meeting of theCompany to be held in calendar year 2019 subject to ratification of shareholders in everyAnnual General Meeting. Accordingly a resolution seeking Members' ratification onappointment of M/s Ramasamy Koteswara Rao & Co as the Statutory Auditors of theCompany for the financial year 2017-18 is included as Item No.3 to the Notice convening34th Annual General Meeting.
The Audit Report issued by the Statutory Auditors for the financial year ended 31stMarch 2017 forms part of this Report. There are no qualifications reservations oradverse remarks made by the Statutory Auditors which requires explanation or comments fromthe Board.
13. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Act and the rules made there underthe Company had appointed M/s. P.S.RAO & Associates Company Secretaries to undertakethe Secretarial Audit of the Company for the year ended 31st March 2017. The SecretarialAudit Report issued in this regard is annexed herewith as Annexure-E which forms part ofthis Report.
The Secretarial Audit Report for the Financial Year ended 31st March 2017 does notcontain any qualification or reservation or adverse remark.
14. SUBSIDIARIES AND ASSOCIATES
The Company does not have any Subsidiaries Associates or Joint Venture Companies forthe Financial Year 2016-17.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The details of the investments covered under the provisions of Section 186 of theCompanies Act 2013 are given in the Financial Statements.
16. RELATED PARTY TRANSACTIONS
During the Financial Year 2016-17 Company has not entered significantrelated partytransaction into any which will fall under the scope of related parties of section 188(1)of the Companies Act 2013. Information on transactions with related parties pursuant tosection 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts)Rules 2014 aregiven in Annexure-B in Form AOC-2 and forms part of this report.
17. FIXED DEPOSITS:
Your Company has not accepted any public deposits during the financial period underreview.
18. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act 2013 read with applicable rulesrelated to Corporate Social Responsibility is not applicable to Company for the FinancialYear 2016-17.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Board of Directors has adopted the Whistle Blower Policy which is in compliancewith Section 177(10)
Companies Act 2013 and Regulation 22 of the SEBI (LODR) Regulations 2015 to reportgenuine concerns or grievances.
The Whistle Blower Policy has been posted on the website of the company atwww.grandeurproducts.com.
21. RISK MANAGEMENT:
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The
Committee oversees Company's process and policies for determining risk tolerance andreview management's measurement and comparison of overall risk tolerance to establishedlevels. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuous basis.
22. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm that:
i. in the preparation of the annual accounts for the Financial Year 2016-17 theapplicable accounting standards have been followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the financial year; iii. they have taken proper and sufficientcare tothe best of their knowledge and ability for the maintenance of adequate accounting recordsin accordance with the provisions of the Act. They confirm that there are adequate systemsand controls for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; iv. they have prepared the annual accounts for theFinancial Year 2016-17 on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating properly; and
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
23. REPORTING OF FRAUDS:
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and the rules made thereunder.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS
The Information on conservation of energy technology absorption foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies
(Accounts) Rules 2014 is annexed as Annexure-C and forms part of this report.
25. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 the extract of the Annual Return in FormMGT-9 is annexed herewith as Annexure-A which forms part of this Report.
26. MANAGEMENT DISCUSSION & ANALYSIS:
Management's Discussion and analysis Report for the year under review as stipulatedunder Regulation
34(2)(e)of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements)
Regulations 2015 is presented in a separate section forming part of the Annual Report.
27. LISTING OF SHARES
During the year under review 2611960 equity shares of the Company got listed on theBSE Limited (BSE). As on 31st March 2017 12611960 equity Shares of Rs. 10 each arelisted on the Stock exchange. The listing fee for the year 2017-18 has already been paidto the credit of the Stock Exchange.
28. CORPORATE GOVERNANCE:
Your Company is in compliance with all the applicable provisions of CorporateGovernance as stipulated under Chapter IV of the Listing Regulations. A detailed report onCorporate Governance as required under the Listing Regulations is provided in a separatesection and forms part of the Annual Report.
M/s. P.S.Rao & Associates Company Secretaries Hyderabad with regard to TheCertificate compliance of conditions of Corporate Governance as stipulated under ScheduleV (E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isannexed to the Report on Corporate Governance.
29. HUMAN RESOURCES:
The Company's HR policies and procedures are designed to recruit and retain the besttalent to support the operations of your Company and to align the interest of employeeswith the long term organisational goals.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
Nosignificant have been passed by the Regulators or Courts or Tribunals which wouldimpact the going concern status of the Company and its future operations.
31. PARTICULARS OF EMPLOYEES AND REMUNERATION:
Details pursuant to section 197(12) of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith asAnnexure-D which forms part of this Report.
32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYAFTER 31st MARCH 2017:
After the Closing of the financial year 31st March 2017 the Board of Directors of theCompany in their meeting held on 24th Day of August 2017 has approved 100 % acquisitionof the Paid up Capital of Tierra
Agrotech Private Limited ("TAPL"). Consequently Tierra Agrotech PrivateLimited ("TAPL") became wholly owned Subsidiary of Grandeur Products Limited.
Tierra Agrotech Private Limited (TAPL) is incorporated on 13th September 2013 havingits Registered Office at Malaxmi Courtyard Survey No. 157 Khajaguda Village GolcondaPost Hyderabad 500008 is engaged in the business of sales and marketing of Hybrid Seeds.
Your Directors place on record their sincere appreciation for the dedication hard workand commitment of the employees at all levels and their significant contribution to yourCompany's growth.
Your Directors thank the Banks Financial Institutions Government Departments andShareholders and look forward to having the same support in all our future endeavors.
For and on behalf of the Board of Directors
| ||sd/- |
|Date : 2nd September 2017 ||Vijay Kumar Deekonda |
|Place : Hyderabad ||Chairman & Whole Time Director |
| ||(DIN:06991267) |