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Grovy India Ltd.

BSE: 539522 Sector: Infrastructure
NSE: N.A. ISIN Code: INE343C01012
BSE 05:30 | 01 Jan Grovy India Ltd
NSE 05:30 | 01 Jan Grovy India Ltd

Grovy India Ltd. (GROVYINDIA) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the Annual Report on the business and operationof the Company along with Audited Accounts for the financial year ended 31st March 2017

Financial Summary (Rs. In Lacs)
Details Year Ended 31.03.2017 Year Ended 31.03.2016
Total Revenue 479.80 751.16
Expenditure 468.27 743.53
Depreciation 3.92 2.83
Exceptional Items 0.00 0.00
Profit/(Loss) before Tax 11.53 7.62
Tax Expenses 5.11 2.39
Net Profit/(Loss) 6.42 5.23

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

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 commendable revenue of Rupees 45636682.00. The totalrevenue of the Company has decreased in current financial year as compared to previousfinancial year. However the net profit after tax has been increased.

BUSINESS SEGMENTS:

Your Company is engaged in to the Businesses listed as under:

a) Construction Business :

Your company Grovy India Limited is engaged into construction activity andcompleted many projects and sustains credibility among its customers by providingpossession on time to all of them.

Company has completed many projects some images of the same are as follows:

Images as inserted above are just few among many which the company completed; for restof the details Stakeholders may visit http://grovyindia.com

b) Shares Trading

Your Company is also engaged in trading of Shares commodities and other financialinstruments. This segment is also very important in the view present situation of theIndian Capital Market. Your Company has opened an account with the Ganesh StockinvestPrivate Limited & Ganesh Commodities Private Limited for the purpose of trading ofshares commodities and other financial instruments like mutual funds etc.

Particulars As at 31st March2017 As at 31st March2016
(a) Securities Premium Account
Opening Balance 2400000 2400000
Add:- Premium on Shares issued during the 0
year
Closing Balance 2400000 2400000
(b) General Reserve
Opening Balance 12040000 12040000
Add:- Transfer from Profit & Loss A/c 0 0
Closing balance 12040000 12040000
(c) Surplus in statement of Profit & Loss A/c
Opening Balance 2307309 1783989
Add:- Profit/Loss Transferred for the year 642084 523320
Closing Balance 2949394 2307309
Total 17398394 16747309

CHANGE IN THE NAME OF THE COMPANY

The name of the Company was changed from GROVY EXPORTS AND MARKETING LIMITED to GROVYINDIA LIMITED after complying with all the provisions under Companies Act 2013 and bypassing the Special Resolution in the Extraordinary General Meeting of the Company held on28th April 2015. Further pursuant to name change there has been also alteration in theMemorandum of Association of the Company.

STATUTORY AUDITORS

The Board of Directors recommends appointment of M/s Nitin K Kumar & Co CharteredAccountants FRN 029517N as Statutory Auditor of the company.

Pursuant to the second proviso to Section 139(2) of the Companies Act 2013 read withapplicable rules and recommendation of the Audit Committee the board proposes name of M/sNitin K Kumar & Co. Chartered Accountants for appointment as the Statutory Auditorsof the Company and resolution for the same is inserted into the Notice of Annual GeneralMeeting. The Company also obtained a written consent from the Auditors for the purpose oftheir proposed appointment as statutory auditor of the company and also a certificate fromthem has been taken as required and they have affirmed in it that they are notdisqualified from being appointed as auditor of the company under Companies Act 2013Charted Accountant Act 1949 and their appointment if made shall be within limits laiddown under Companies Act.

During the year under review the Company has earned Rs. 10457012.00 from the sharestrading business. Management believes that Company has potential to compete with its peercompetitor in the same business and may be emerged as big name in the coming years.

SHARE CAPITAL

The issued subscribed and paid up capital of the Company is Rs. 140 Lakh (Rupees OneCrore Forty Lakh) divided into 14 Lakh equity shares having face value of INR. 10 each.There has been no change in the share capital of the Company during the period underreview.

DIVIDEND

The Board of Directors of your Company is pleased to announce a Dividend of Rs.140000.00/-. The Board assures you to present a much strong financial statements incoming years.

TRANSFER TO RESERVES

The profits transferred and other additions to reserves are as follows:

AUDITORS' REPORT

The Auditors' report on the financial statement for the financial year 2016-17 is selfexplanatory and does not warrant any explanation or comment from the Directors.

SECRETARIAL AUDITOR

The Board of Directors has appointed Mrs. Harpreet Parashar Company Secretary inPractice to conduct Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013 for the financial year 2016-17.

SECRETARIAL AUDITORS' REPORT

The Secretarial Audit Report is annexed herewith and marked as Annexure I tothis Report. The Secretarial Auditors has one observation:

1. Compliances under The Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations 2011 were not complied with during theFY 201-2017.

MANAGEMENT REPLY

The Management of Company will take necessary steps in order to meet the requirementsas stated under Secretarial Audit Report.

INTERNAL AUDITORS

The Company has appointed Mr. Murari Kumar Jha (B.Com Hon) having vide experience infinance Industry as the Internal Auditor of the Company to conduct the audit on theBusiness Operations and Internal Control of the Company in terms of Section 138 ofCompanies Act 2013.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT

There are no material change and commitment affecting the financial position ofCompany which has occurred between the end of financial year of the Company to which thefinancial statements relate and the date of this report other than those disclosed in theAnnual report

CHANGE IN NATURE OF BUSINESS

During the period under review the Company has not changed its nature of business.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There is no change in the composition of the Board of Directors of your company.

Further Ms. Anita Jalan who is liable to retire by rotation and eligible to offer herfor reappointment has consented to be reappointed as the Director. A resolution forappointment of Mrs. Anita has been placed in the Notice of Annual General Meeting.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance andindividual directors pursuant to the provisions of the Companies Act 2013. Theperformance of the Board was evaluated by the Board on the basis of the criteria such asthe Board composition and structure effectiveness of Board process information andfunctioning etc. The Board and Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of individual director to the Board and committee meetings like preparednesson the issue to be discuss meaningful and constructive contribution and inputs inmeetings etc. In a separate meeting of independent directors performance ofnon-independent director performance of the Board as a whole and performance of Chairmanwas evaluated.

NOMINATION & REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration as required under Section 178 of theCompanies Act 2013. The Nomination & Remuneration Policy of the Company is annexedherewith and marked as Annexure II to this Report.

RISK MANAGEMENT

The Company has a Risk Management policy that defines the strategies and methodology todecide on the risk taking ability of the organization.

The Company constantly reviews its exposure to various types of risk whether it beregulatory operational environmental financial or political. The Company has in placeadequate systems to ensure compliance with all regulatory and statutory matters reviewsthe same on a periodic basis and takes appropriate corrective action when necessary.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3) (c) read with Section 134(5) of the Companies Act 2013 inthe preparation of the annual accounts for the year ended 31st March 2017 and state that:

a. In the preparation of the annual accounts for the financial year ended on 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures; b. The directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the company forthat period; 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 the annual accounts on a going concern basis; e. Thedirectors had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and f.The directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therefore nostatement is required be given showing the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014

i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2016-17:

No Director has drawn any remuneration from the Company during the financial year2016-17 therefore ratio of remuneration of each director the median remuneration of theemployees of the Company is not ascertainable.

ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2016-17:

No Director has drawn any remuneration from the Company during the financial year2016-17. However Mr. Ankur Jalan is getting a remuneration of Rs. 285000.00/- as ChiefFinancial officer of the company in the current financial year. Therefore increase inremuneration of each Director is not ascertainable. Further there has been no increase inremuneration of the Company Secretary.

iii) The percentage increase in the median remuneration of employees in the financialyear 2016-17: 0.00%

iv) The number of permanent employees on the rolls of company: 4 v) Average percentileincrease already made in the salaries of employees other than the managerial personnel inthe last financial year and its comparison with the percentile increase in the managerialremuneration and justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration: Amount in Rs.

2016-17 2015-2016 Increase/Decrease in %
Average Salary of Employee other than key Managerial Personnel (Per Annum) 585000 446167 31.12
Managerial Remuneration 405000 237500 70.52

vi)The key parameters for any variable component of remuneration availed by theDirectors:

The key parameters for the variable component of remuneration if any availed by theDirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Nomination & Remuneration Policy forDirectors.

vii) Affirmation that the remuneration is as per the remuneration policy of theCompany:

It is hereby affirmed that the remuneration paid is as per the Nomination andRemuneration Policy of the Company.

LISTING ON THE STOCK EXCHANGE

Directors of the Company are pleased to inform you that shares of the company has beenlisted on BSE Limited w.e.f. 30th December 2015 with Scrip Code 539522 in the list of XTGroup Securities through direct listing.

DEMATERIALISATION OF EQUITY SHARES

The Company has entered in to agreement with National Securities Depository Limited andCentral Depository Services (India) Limited for the purpose of dematerialization of theEquity Shares of the Company. The International Security Identification Number of theCompany is INE343C01012. The Percentage of Total shares of the Company in dematerializedform is 99.06% of total number of equity shares.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has entered into some contracts with related parties amounting to Rs.45450000 and the same is open for inspection for the members of company during businesshours.

Further all the related party transactions are presented before the audit committee forits approval as prescribed under Company Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board can be accessed on the Company's website at thelink: www.grovyindia.com

The details of the transactions with related party are provided in the accompanyingfinancial statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 of the SEBIListing Regulations is annexed as annexure III to this Board Report.

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 regulatory authorityassociated with the company.

Further as per regulation 15(2) of SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT)REGULATION 2015 exempted certain Companies from mandatory Compliance of provision ofRegulation 17 to 27 of SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT) REGULATION2015. In terms of said regulation every Company which has either paid up capital less thanRs. 10 Crore or Net worth less than Rs.

25 Crore are exempted from complying with the provisions of Corporate Governanceregulations of listing agreement entered with the stock exchange.

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

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined scope:

Audit Committee

Nomination and Remuneration Committee Stakeholder Relationship Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-III tothis Report.

B) MEETINGS OF THE BOARD

During the financial year ended March 31 2017 8 (Eight) meetings of the Board ofDirectors were held as against the statutory minimum requirement of 4 times. None of thetwo Board Meetings have a gap of more than 120 days between them. The dates of meetingsare mentioned below:

Date Sr. Date
No.
1. 04.04.2016 5. 16.10.2016
2. 28.05.2016 6. 10.11.2016
3. 09.08.2016 7. 30.01.2017
4. 31.08.2016 8. 19.03.2017

C) COMPOSITION OF AUDIT COMMITTEE

The Company has constituted audit committee as per the provisions of section 177 of theCompanies Act 2013 and rules framed thereunder

The Audit Committee as on date comprises of three members details of the same isprescribed below:

held attended
1. Mr. Rajendra Prasad Rustogi Independent Director 5 5
2. Mr. Gagan Independent Director 5 5
3. Mr. Prakash Chand Jalan Executive Director 5 5

* Company formed audit committee on 28 May 2016 for the financial year 16-17. Mr.

Rajendra Prasad Rustogi elected as chairperson of the committee with the unanimousconsent of all the members of committee.

* Ms. Neha Parbhakar Company Secretary of the company is acting as secretary to theaudit committee as required under SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015.

* Meetings of the audit committee are held on 28.05.2016 13.07.2016 29.08.201610.10.2016 29.01.2017. Company complied with the requirement of law and conducted four(4) meetings of committee and time gap between two successive meetings is not more than120 days.

D) COMPOSITION OF NOMINATION AND REMUNERATIION COMMITTEE.

Your company has constituted nomination and remuneration committee as required undersection 178 of Companies Act 2013 and rules and regulations made thereunder.

The Remuneration & Nomination Committee as on date comprises of three members allthe members are non-executive directors of the company details of the same is mentionedbelow:

Member Designation No. of Meeting held No. Meeting attended of
1. Mr. Rajendra Prasad Rustogi Independent Director 2 2
2. Mr. Gagan Independent Director 2 2
3. Mr. Praveen Kumar Non-Executive Director 2 2

* Company formed remuneration committee on 26th May 2016. Mr. Gagan was elected aschairperson of the committee with the unanimous consent of all the members of committee.

* Dates of the meeting of nomination and remuneration committee are 26.05.201630.08.2016.

E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE

Your company has constituted stakeholder relationship committee as required underRegulation 20 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 readwith section 178(5) of Companies Act 2013 and rules and regulations made thereunder.

The Stakeholder relationship committee as on date comprises of three members detailsof the same is mentioned hereinafter:

. Member Designation No. of held Meeting No. of Meeting attended
1. Mr. Rajendra Prasad Rustogi Independent Director 1 1
2. Mr. Prakash Chand Jalan Executive Director 1 1
3. Mr. Nishit Jalan Executive Director 1 1

Your Company formed committee in F.Y. 2016-2017 on May 24 2016. Meeting of theStakeholders Relationship Committee was held on 26.05.2016.

F) VIGIL MACHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 the Board of Directors at itsmeeting held on 04th April 2016 has adopted a vigil mechanism/whistle blower policy ofthe Company. The policy provides a framework for directors and employees to report genuineconcerns about unethical behavior actual or suspected fraud or violation of the Company'scode of conduct or ethics policy. Protected disclosures can be made by a whistle blowerthrough an email or to the Chairman of the Audit Committee.

The vigil mechanism/whistle blower policy can be accessed on the Company's website atthe link: www.grovyindia.com.

G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013 The Company has zero tolerance towards sexual harassment atworkplace and during the year under review your Board has constituted an InternalComplaints Committee to consider and redress complaints of sexual harassment & alsoadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder.

During the financial year 2016-17 the Company has received zero complaints on sexualharassment.

H) PATICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDEDDURING FINANCIAL YEAR 2016-2017

Company has not provided any loan during the financial Year under review. Company hasnot provided any Guarantee during the financial Year under review Company has not providedany security during the financial Year under review.

However Company has made some investments during the Year details of the same are asfollows:

Particulars As at 31st March2017
Investment in Equity Instruments
P & G (150 Shares)
P & G (120 Shares) 49453
Uniphos Enterprises(1700 Shares) 27553
Uniphos Enterprises(2000 Shares)
Investment in Debentures/Bonds
Insilco Debenture(499 Units) 74850
Mutual Funds
JM Financial Mutual Fund -
Total 151856

I) GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act 2013.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

SUBSIDIARY & ASSOCIATE COMPANY

Your Company does not have any subsidiary Company or associate Company within themeaning of the Companies Act 2013.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 and forming part of theDirector's report for the year ended 31st March 2017 are given below :

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

(i) The steps taken or impact on conservation of energy;

Your Company is conscious about its responsibility to conserve energy power and otherenergy sources wherever possible. We emphasis towards a safe and clean environment andcontinue to adhere to all regulatory requirements and guidelines.

(ii) The steps taken by the company for utilizing alternate sources of energy;

The Company has been taking energy saving measures viz. Use of energy saver electricalequipments LED fittings are provided inside the building for common area lighting in theprojects of the Company Efficient ventilation system in offices and the projects of theCompany.

(iii) The capital investment on energy conservation equipments;

Your company has nil capital investment on energy conservation equipments.

(B) Technology absorption-

(i) The efforts made towards technology absorption; N.A.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution; N.A.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) - No technology has been imported by the Companyduring the last three years.

(a) The details of technology imported; (b) The year of import;

(c) Whether the technology been fully absorbed;

(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof; and (iv) The expenditure incurred on Research and Development. N.A.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange earnings and Outgo are given as below:-

Particulars Year 2017 (Amt) Year 2016 (Amt)
Foreign Exchange earning NIL NIL
Foreign Exchange outgoing NIL NIL

APPRECIATION NOTE:

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments andDevelopment Authorities connected with the business of the Company Bankers of theCompany Housing Finance as well as other Institutions for their co-operation andcontinued support.

b) The Shareholders Depositors Suppliers and Contractors for the trust and confidencereposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for theefforts put in by the officers and employees at all levels in achieving the results andhopes that they would continue their sincere and dedicated endeavor towards attainment ofbetter working results during the current year.

By Order of the Board For Grovy India Limited

Prakash Chand Jalan Chairman DIN: 00475545 G-6 Masjid Moth Village South Extn PartII New Delhi 110049

Reg. Office: 122 1st Floor Vinobapuri Lajpat Nagar II New Delhi - 110024

Place: New Delhi Dated: 01.09.2017