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Grovy India Ltd.

BSE: 539522 Sector: Infrastructure
NSE: N.A. ISIN Code: INE343C01012
BSE 00:00 | 21 Jan 54.20 -1.90
(-3.39%)
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NSE 05:30 | 01 Jan Grovy India Ltd
OPEN 56.10
PREVIOUS CLOSE 56.10
VOLUME 201
52-Week high 77.00
52-Week low 30.40
P/E 10.44
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 56.10
CLOSE 56.10
VOLUME 201
52-Week high 77.00
52-Week low 30.40
P/E 10.44
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Grovy India Ltd. (GROVYINDIA) - Director Report

Company director report

The Members

Your Directors have pleasure in presenting 36th (Thirty Sixth) Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended 31st March2021.

1. FINANCIAL HIGHLIGHTS

The standalone financial statements for the financial year ended March 31 2021forming part of this Annual Report have been prepared in accordance with the IndianAccounting Standards (Ind as) as notified by the Ministry of Corporate Affairs.

The Company's financial performance for the year ended 31st March 2021 and thecorresponding figures for the last year are summarized below:-

(Amount in Rupees)

Particulars (Standalone)
2020-21 2019-20
Revenue from operations 132881087 178557792
Other Income 12656733 (1913638)
Total Income 145537820 176644154
Gross Expenditure 130048492 189572097
Less Finance Cost 654625 376766
Profit before Depreciation 14834703 (13304709)
Less Depreciation 258753 129227
Profit after depreciation and Interest/Net Profit Before Tax 14575950 (13433937)
Less Exceptional items - -
Profit before extraordinary items and tax 14575950 (13433937)
Tax Expense 179524 -
Net Profit/Loss after Tax 14396426 (13433937)
Other Comprehensive income for the year net of tax 2537928 (421084)
Total Comprehensive income/(loss) for the year 16934354 (13855021)
Earnings per Share (Basic) 5.73 (7.12)
Earnings per Share (Diluted) 5.73 (7.12)

REVIEW OF OPERATIONS

Your Company is engaged in to the Business of development of property and trading ofshares and commodities. During the year under review your Company has shown commendableperformance and managed to generate a net profit of Rs 14396426/- (Rupees One CroreForty-Three Lakhs Ninety-Six Thousand Four Hundred and Twenty-Six Only). Due to thesubsequent lockdown restrictions certain operations and construction activities wereimpacted as these had to be shut down. Construction activities were gradually returnedback to normalcy. Despite the pandemic demand for residential properties is growing andevolving opening opportunities for mixed-use developments co-living senior livingstudent housing and other lifestyle trends. Your Directors are confident of improvedperformance by the Company in financial year 2021-22

Except as disclosed elsewhere in the Report there have been no material changes andcommitments which can affect the financial position of the Company between the end of theFinancial Year and the date of this Report.

BUSINESS SEGMENTS:

Your Company is engaged into the Businesses listed as under:

a) Construction Business:

Residential & Commercial Segment.

This sector was already grappling with subdued demand due to oversupply liquiditycrunch and certain regulatory initiatives by various authorities. The COVID-19 has furtherpushed back this segment. Your company Grovy India Limited has completed their projectsand sustains credibility among its customers by providing possession on time and qualityof work to all of them.

Project Location Constructed Area Project Status Project Type
South Delhi 15000 Sq. Ft. Completed Residential Project
Noida 110000 Sq. Ft. Ready for fit-out Commercial Project
South Delhi 10000 Sq. Ft. On-going Residential Project
South Delhi 15000 Sq. Ft. On-going Residential Project
South Delhi 15000 Sq. Ft. Project in pipeline Residential Project

Commercial Project

An eco-friendly creative high on energy workplace at a great location Grovy Optivais here to present huge benefits for any business.

Residential Projects

All posh colonies of South Delhi.

Area constructed - More than 50000 Sq. Ft.

b) Shares Trading:

Your Company is also engaged in trading of Shares commodities Currencies and otherfinancial instruments. This segment is also very important in the view of presentsituation of the Indian Capital Market.

During the year under review the Company had a revenue of Rs. 44135023/- (RupeesFour Crore Forty One Lakh Thirty Five Thousand and Twenty Three Only) from the sharestrading business. Management believes that Company has the potential to compete with itspeer competitors in the same business and may be emerged as big name in the coming years.

IMPACT OF COVID-19

The pandemic caused some temporary disruptions in the economy and on the real estateindustry as well. The pandemic has impacted the consumer sentiments. The residentialsegment was impacted as demand continued to remain muted during the period.

With the increase in working from home as part of the overall increase in flexibilityfrom a workplace perspective the residential unit of the future will need to support thischange from a space and functionality perspective. Some green shoots of consumer interestrevival are visible especially in the low to mid-income housing. Your Company ensuredseamless business continuity to all its partners.

As per WHO and Government of India guidelines various Covid - 19 protocols werefollowed by the company and new concepts were adopted like

? disinfection/sanitisation of sites and office

? ADOPTION OF WORK FROM HOME POLICY

? TEMPERATURE CHECKS AT ENTRY POINTS

? PROMOTION OF REGULAR HAND HYGIENE (HAND WASH AND HAND-SANITISATION)

? MINIMUM OF 6 FEET DISTANCE IN COMMON PLACES.

? DISTRIBUTION OF FOOD SUPPLIES IN LABOUR AT SITE.

Adequate safety measures were taken for our workers at all of our sites. No major delayin completion of projects from the earlier scheduled time.

SHARE CAPITAL

During the year under review the Authorized Share Capital of the Company stands at Rs.54000000/- (Five Crore Forty Lakhs) divided into 5400000 (Fifty-Four Lakh) EquityShares of Rs. 10/- each. The Issued Subscribed and Paid up Capital stands at 2514401(Twenty-Five Lakh Fourteen Thousand Four Hundred and One) Equity Shares of Rs.10/- eachaggregating to Rs.25144010/- (Two CroreFifty-One Lakhs Forty-Four Thousand and Tenrupees only).

RESERVES AND SURPLUS

Reserves and Surplus of the Company for the financial year 2020-21 stands at Rs. 8.08Crores as against the Reserve and Surplus of Rs. 6.39 Crores in the previous financialyear 2019-20.

2. STATE OF AFFAIRS OF THE COMPANY

The Company has been expanding its operations both in terms of product base andcustomer base. We have been trying to capture new market for our products. The operationsof the Company are growing steadily and constant raise in performance of the Company isevident from its promising financial prospects.

Future Outlook

As a move forward and with the help of information technology your Company is planningto explore new market. Our outlook for our new project at Noida namely Grovy Optiva isvery positive and we expect to continue doing well in near future. Your Company is alsoplanning for Foreign Collaboration and Overseas Direct Investment in form of JV/WOSabroad.

Subsidiary Companies Joint Venture and Consolidated Financial Statements

During the period under review the Company does not have any Subsidiary Company orJoint Venture.

3. DIVIDEND

Your directors are pleased to recommend a dividend @ 1% i.e. Rs. 0.10 (Ten Paisa) pershare on 2514401 (Twenty Five Lakhs Fourteen Thousand Four Hundred and One) EquityShares of Rs. 10/- each for the current financial year. The dividend if approved anddeclared in the ensuing Annual General meeting to be held on 20th September 2021.

The dividend would be payable to all the Shareholders whose names appear in theRegister of Members as on the Cut-off date i.e. 13.09.2021. The Register of Members andShare Transfer books shall remain closed from Tuesday September 14 2021 to MondaySeptember 20 2021 (both days inclusive).

4. TRANSFER TO RESERVE

During the financial year under review no transfer has made to reserves of thecompany.

5. CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the financial yearended March 31 2021.

6. CORPORATE GOVERNANCE REPORT

Your Company and all the directors are highly dedicated and believes in principle ofGood Corporate Governance practices which are in line and with legal requirements ofRegulation 16 to 27 of SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT) REGULATION2015 and Companies Act 2013. The Company has adopted the practices which are transparentand in the best interest of the stakeholders companies and all the regulatory authoritiesassociated with the company.

Further as per regulation 15(2) of SEBI (LISTING OBLIGATION AND DISCLOSUREREQUIREMENT) REGULATION 2015 certain Companies are exempted from mandatory compliance ofthe provisions of Regulation 17 to 27 of SEBI (LISTING OBLIGATION AND DISCLOSUREREQUIREMENT) REGULATION 2015. In terms of the said regulation every listed Company whichhas paid up equity share capital not exceeding Rs. 10 Crores and Net worth not exceedingRs. 25 Crores as on the last day of the previous financial year are exempted fromcomplying with the provisions of Corporate Governance regulations of listing agreemententered with the stock exchange.

Your Company is exempted from complying with the provisions of Corporate Governance asmentioned under SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015however your directors assure you that your company will continue to follow the goodcorporate governance practices.

7. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTEDOR HAVE RESIGNED DURING THE YEAR.

Your Board currently comprises of 5 Directors including 2 Independent Directors.Independent Directors provide their declarations both at the time of appointment andannually confirming that they meet the criteria of independence as prescribed underCompanies Act 2013 and Listing Regulations.

Name Appointment Date Cessation Date Remarks
Prakash Chand Jalan 08.06.1990 - Director
Nishit Jalan 19.12.2013 - Whole-Time Director
Anita Jalan 01.09.1995 - Director
Rajendar Prasad Rustagi 29.05.2015 10.12.2020 Director (Independent)
Name Appointment Date Cessation Date Remarks
Parveen Kumar 29.05.2015 10.12.2020 Director (Independent)
Nawal Kishore Choudhury 02.03.2020 - Director (Independent)
Jay Nandan Jha 18.12.2020 - Additional Director (Independent)
Nishit Jalan 18.06.2015 - Chief Executive Officer
Ankur Jalan 18.06.2015 - Chief Financial Officer
Pooja Jain 11.01.2019 - Company Secretary

8. NUMBER AND DATE OF BOARD MEETINGS AND COMMITTEES CONDUCTED DURING THE YEAR UNDERREVIEW.

a. Board Meeting

During the financial year under review 7 (Seven) Board Meetings were held as againstthe minimum requirement of 4 (four) Board Meetings. The details of Board Meetings are asbelow:

Date Board Strength No. of Director present
25th June 2020 6 4
26th June 2020 6 5
24th August 2020 6 6
2nd November 2020 6 5
18th December 2020 5 5
28th January 2021 5 5
20th March 2021 5 4

b. Audit Committee

During the financial year under review 5 (Five) Audit Committee Meetings were held.The details of Meetings are as below:

Date Members Strength No. of Members present
25th June 2020 3 3
26th June 2020 3 3
24th August 2020 3 3
2nd November 2020 3 3
28th January 2021 3 3

9. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c)of the Companies Act 2013 theBoard hereby submits its responsibility

Statement confirming as per the provisions of Section 134(5) that:

1. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

3. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. the directors had prepared the annual accounts on a going concern basis;

5. the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

6. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

10. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY.

All the Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

11. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEES AND OFINDIVIDUAL DIRECTORS

In line with the statutory requirements enshrined under the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardcarried out a performance evaluation of itself its Committees the Chairman and each ofthe other Directors. As in previous year this was carried out on the basis of frameworkapproved by the Nomination and Remuneration Committee. The Committee had unanimouslyconsented for an 'in-house' review built on suggestive parameters. Based on the suggestiveparameters approved by the Nomination and Remuneration Committee the followingevaluations were carried out:

• Review of Board as a whole by all the Members of the Board.

• Review of all Board Committees by all the Members of the Board.

• Review of Individual Directors by rest of the Board Members except the Directorbeing evaluated.

12. AUDITORS

1. Statutory Auditors

At the Annual General Meeting held on 30th July 2020 M/s. Doogar & Associates.Chartered Accountants (Firm Registration Number: 000561N) New Delhi were appointed asStatutory Auditors of the Company to hold the office till the conclusion of 40th AnnualGeneral Meeting of the Company. In terms of the amended provisions of Section 139(1) ofthe Companies Act 2013 the appointment of statutory auditors need not to be ratified atevery Annual General Meeting.

2. Auditors Report

There are no qualifications reservations or adverse remarks or disclaimers made bythe M/s Doogar & Associates. Statutory Auditors in their report. Observations madein the Auditor's Report are self-explanatory and therefore do not call for any furthercomments under Section 134(1) of the Companies Act 2013.

3. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed thereunder M/s Narender & Associates Company Secretaries;was appointed as the Secretarial Auditors of the Company to carry out the SecretarialAudit for the year ended March 31 2020. The Secretarial Audit Report given by theSecretarial Auditors in Form No. MR-3 which is annexed with this Report as "AnnexureA".

13. FRAUD REPORTING

No such fraud was reported by the statutory auditors of the Company.

14. EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return in Form MGT-9 as required under Section 92(3) of theCompanies Act 2013 read with Companies (Management & Administration) Rules 2014which is annexed to this report as Annexure B.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013.

The details of loans guarantees and investments made under Section 186 of theCompanies Act 2013 read with the Companies(Meetings of Board and its Powers) Rules 2014are given in the notes to Financial Statements.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

All Related party transactions are entered on an arm's length basis and are incompliance with the applicable provisions of the Companies Act 2013 and the ListingRegulations. There are no materially significant related party transactions made by theCompany with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at large.

The particulars of every contract and arrangement entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto are disclosed inForm No. AOC-2 in "Annexure - C" and form part of this Report.

17. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT.

The Company has not accepted any deposits during the year under review.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135(1) of the Companies Act 2013 CorporateSocial Responsibility is not applicable on your Company.

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Risk Management and Governance Department of the Company have assured the existenceof various risk- based controls in the Company and tested the key controls towardsassurance for compliance for the present fiscal. Further the testing of such controls wascarried out independently by the Statutory Auditors of the Company as mandated under theprovisions of the Companies Act 2013. In the opinion of the Board the existing internalcontrol framework is adequate and commensurate to the size and nature of the business ofthe Company.

20. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has also established a vigil mechanism and oversees it through the AuditCommittee to resolve the genuine concerns expressed by the employees and other directors.The Company has also provided adequate safeguards against victimization of employees anddirectors who express their concerns. The Company has also provided direct access to theChairman of the Audit Committee on reporting issues concerning the interests ofco-employees and the Company.

21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review the Company has not transferred any amount in investorEducation and Protection Fund.

22. LISTING OF SECURITIES

The Shares of the Company are listed and traded at BSE Ltd. w.e.f. 30th December 2015with Scrip Code 539522 in the list of XT Group Securities. The Annual Listing Feeincluding applicable tax for the financial year 2020-21 has been paid to all StockExchanges.

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EX CHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 20 14 is furnished in "Annexure- D" and forms part of this Report.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No such orders were passed by any of the authorities regulating the Company or by anycourt or tribunal.

25. MAINTENANCE OF COST RECORDS

The provisions of Section 148 are not applicable on the Company. Consequently thecompany is not liable to maintain such cost records.

26. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

No such cases filed during the financial year under review.

27. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation to all the employeesfor their dedication and commitment. Their hard work and unstinting efforts enabled theCompany to sustain its performance and consolidate its sectoral leadership.

Your Directors would like to express their sincere appreciation for assistance andco-operation received from customers vendors regulators banks financial institutionsrating agencies stock exchanges and depositories auditors legal advisors consultantsbusiness associates who extended their valuable support during the year under review. Itwill be the Company's endeavor to nurture these relationships in strengthening businesssustainability. The Directors appreciate and value the contribution made by every memberof Grovy who remain dedicated to the Company during this difficult time. The Board deeplyacknowledges the trust and confidence placed by the consumers of the Company and all itsshareholders.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
sd/- sd/-
(Prakash Chand Jalan) (Nishit Jalan)
Date: 04.08.2021 Director Whole-Time Director & CEO
Place: New Delhi DIN: 00475545 DIN: 002964239

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