grandeur products ltd Directors report


Dear Members,

Grandeur Products Limited

The Directors have pleasure in presenting Directors Report along with the Audited Financial Statements (standalone and consolidated) for the financial year ended March 31, 2021.

1. FINANCIAL RESULTS :

Your Companys Standalone and Consolidated performance during the Financial Year 2020-21 as compared with that of the previous Financial Year 2019-20 is summarized below:-

(Rs.In Lakhs)

Particulars Standalone Consolidated
2020-2021 2019-2020 2019-2021 2019-2020
Revenue from operations - 3.42 5,684.30 9,868.50
Other income - 2.87 153.15 35.32
Profit/ (Loss) before Finance cost, Depreciation and Tax (71.35) (59.84) (21.06) 644.51
Finance costs 35.50 108.60 696.05 560.11
Depreciation and amortization expense 1.03 1.91 25.43 29.70
Profit before exceptional and extraordinary items and tax (107.88) (170.35) (742.54) 54.70
Share in net profit/(1oss) of associate and joint venture (17.19) (27.13)
Exceptional items - - - -
Extraordinary items - - - -
Profit before tax (107.88) (170.35) (759.73) 27.57
Tax expense:
(1) Current tax - - - 38.93
(2) Prior Year Income Tax expenditure - - - (4.54)
(3) Deferred tax 5.46 (0.48) (132.47) 11.09
(4) MAT Credit Entitlement - - - (38.93)
Profit (Loss) for the year (113.34) (169.87) (627.26) 21.02
Total comprehensive income 17.67 (23.96) 36.66 (25.20)
Total comprehensive income for the period (95.67) (193.83) (590.60) (4.18)

2. PERFORMANCE REVIEW & COMPANYS STATE OF AFFAIRS:

The Companys consolidated revenue from operations for Financial Year (FY) 2020-21 was Rs.5,837.45 Lakh compared to Rs.9,903.82 Lakh in the previous year, a decrease by 41.06 % over the previous year. The Companys loss before tax on a consolidated basis was Rs.759.73 Lakh during the year compared to profit of Rs.27.57 Lakh in the previous year. The Company earned a net loss of Rs.627.27 Lakh as against a net profit of Rs.21.02 Lakh in the previous year, on a consolidated basis.

The Companys standalone revenue from operations for FY 2020-21 was Nil, a decrease of 100 % over the previous years revenue of Rs.6.29 Lakh. The Companys loss before tax on a standalone basis was Rs.107.88 Lakh during the year compared to a loss of Rs.170.35 Lakh in the previous year. The Company earned a net loss of Rs.113.34 Lakhs as against a net loss of Rs.169.87 Lakhs in the previous year.

Your Company continues to focus on introducing more innovative products, which will help in increasing penetration both in the strategic crops and in the new geographies. The company will grow its market share with newer products and technologies in cotton as well as in other crops like corn, rice, mustard, millets and vegetable crops. Now, Grandeur also has entered in to the seed business directly with its own brand "Grandeur- Seed of Life".

The agricultural sector is the backbone of the Indian economy. Agriculture in India will benefit from a higher scale of investments in agri-infrastructure, owing to the Governments focus on doubling farmersRs.Income by 2022. As a result, the agricultural input space, including commercial seeds, will continue to expand at a robust pace in the years to come.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements, audited accounts of all the Subsidiaries and other documents attached thereto are available on your Companys website: www.grandeurproducts.com.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Companys website at the weblink: https://www.grandeurproducts.com/investors-relation/policies/Policy%20for%20Determining%20Material%20Subsidiaries.pdf

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of our Subsidiaries, Associates and Joint Ventures in the Form AOC-1 is annexed and form part of the Financial Statement. The statement provides the details of performance and financial position of each of the Subsidiaries, Associates and Joint Ventures.

Further, we undertake that the Annual Accounts of the subsidiary Companies and the related detailed information will be made available to the shareholders and to the shareholders of the subsidiary companies seeking such information at any point of time. Further, the Annual Accounts of the subsidiary Companies shall also be kept for inspection by any shareholder at our Registered office and that of the subsidiary Companies.

3. DIVIDEND:

Your Directors have not recommended any dividend for the financial year 2020-21.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Dividend Distribution Policy was formulated and approved by the Board of Directors of the Company.

4. RESERVES:

No amount has been transferred to reserves during the year.

5. SHARE CAPITAL:

Your Companys Equity Share Capital position as at the beginning of the Financial Year 2020-21 (i.e., as on April 1, 2020) and as at the end of the said Financial Year (i.e., as on March 31, 2021) is as follows:-

Category of Share Capital Authorized Share Capital
No. of Shares Face Value per share Total Amount
As on April 1, 2020: 2,23,11,960 10 22,31,19,600
Changes during the year
Shares issued during the year 28,43,205 10 2,84,32,050
As on March 31, 2021 2,51,55,165 10 25,15,51,650

As on 31st March, 2021, the paid up Capital of the Company was ? 25,15,51,650 (Rupees Twenty-Five Crore Fifteen Lakh Fifty-One Thousand and Six Hundred and Fifty Only) divided into 2,51,55,165 (Two Crore Fifty- One Lakh Fifty-Five Thousand One Hundred and Sixty-Five Only) Equity Shares of ^10 (Rupees Ten only) each.

6. COVID-19 AND ITS IMPACT

The impact of COVID-19 on the Company is being closely reviewed with the Management by the Board from time to time. While this was a year of extreme economic challenges for the world, a situation aggravated almost beyond measure by the unprecedented Covid-19 pandemic, thus it has effected the Revenue and Profitability of the Company during the financial year.

The management is keeping a close watch on any likely impact of second wave of the pandemic, which has recently receded and the apprehended outbreak of third wave. The Corona Pandemic related restrictions imposed in Telangana and the fact that many of the employees of the Company were directly affected by Covid-19 had severely hampered the normal working of the office and delayed the finalisation of the financial statements.

The Covid-19 pandemic may have an extended impact, but this means opportunities as well as challenges. The Board, through its engagement with the management, will guide the Company in recalibrating its growth strategy to address these challenges and to make use of the new opportunities.

7. ISSUE OF DEBENTURES:

During the financial year under review, Company has not issued and allotted any Debentures.

8. ACQUISTIONS DURING THE YEAR:

During the financial year under review, Company has not made any Acquisitions.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of your Company during the Financial Year 2020-21.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

10.1. Directors

The Board of Directors of your Company presently comprises of the following Directors:

Name of the Director Designation
Venkata Krishna Rau Gogineni Chairman of the Board of Directors and Independent Director
Suryanarayana Simhadri Independent Director
Bandi Mohan Krishna Non-Executive Director
Srinivasa Rao Paturi Non-Executive Director
Suresh Atluri Non-Executive Director
Vijay Kumar Deekonda Whole Time Director
Sridevi Dasari Independent Director
Ramesh Babu Nemani Independent Director
Venkatesh Achanta (Resigned with effect from closing business hours of August 18, 2021) Independent Director

Appointment of Mr. Venkata Krishna Rau Gogineni as an Independent Director of the Company and Chairperson of the Board Meeting:

Mr. Venkata Krishna Rau Gogineni was appointed as an Additional (Independent) Director w.e.f. February 04, 2021 until the conclusion of 38th Annual General Meeting of the Company. Board of Director in their meeting convened on February 10, 2021, appointed Mr. Venkata Krishna Rau Gogineni as Chairperson of the Board. Being eligible, Board recommends to the members, Regularisation of Mr. Venkata Krishna Rau Gogineni as an Independent Director of the Company for a period of 5 years w.e.f. February 04, 2021 at the ensuing 38th Annual General Meeting.

Appointment of Mr. Suryanarayana Simhadri as an Independent Director of the Company:

Mr. Suryanarayana Simhadri was appointed as an Additional (Independent) Director w.e.f. February 04, 2021 until the conclusion of 38th Annual General Meeting of the Company. Being eligible, Board recommends to the members, Regularisation of Mr. Suryanarayana Simhadri as an Independent Director of the Company for a period of 5 years w.e.f. February 04, 2021 at the ensuing 38th Annual General Meeting.

Appointment of Mr. Bandi Mohan Krishna as Non-Executive Director:

Mr. Bandi Mohan Krishna was appointed as Additional (Non-Executive) Director w.e.f. February 04, 2021 until the conclusion of 38th Annual General Meeting of the Company. Being eligible, Board recommends to the members, Regularisation of Mr. Bandi Mohan Krishna as Non-Executive Director of the Company w.e.f. February 04, 2021 at the ensuing 38th Annual General Meeting, whose office shall be liable to retire by rotation.

Appointment of Mr. Srinivasa Rao Paturi as Non-Executive Director:

Mr. Srinivasa Rao Paturi was appointed as Additional (Non-Executive) Director w.e.f. February 04, 2021 until the conclusion of 38th Annual General Meeting of the Company. Being eligible, Board recommends to the members, Regularisation of Mr. Srinivasa Rao Paturi as Non-Executive Director of the Company w.e.f. February 04, 2021 at the ensuing 38th Annual General Meeting, whose office shall be liable to retire by rotation.

Re-appointment of Mr. Suresh Atluri as Non-Executive Director:

Mr. Suresh Atluri was regularised as Non-Executive Director w.e.f. September 30, 2019 at the 37th Annual General Meeting, whose period of office is liable to determination by retirement retires at 38th Annual General Meeting, being eligible for Re-appointment, offers himself for Re-appointment as Non-Executive Director. Board recommends to the members to approve Re-appointment of Mr. Suresh Atluri as Non-Executive Director.

Re-appointment of Mr. Vijay Kumar Deekonda as Whole Time Director:

Mr. Vijay Kumar Deekonda was Re-appointed as Whole Time Director for a period of 3 years w.e.f. October 01, 2020 at the 37th Annual General Meeting of the Company and his period of office is not subject to retirement by rotation.

Re-appointment of Smt. Sridevi Dasari as an Independent Director of the Company for a Second consecutive term of 5 years:

Smt. Sridevi Dasari (DIN:07512095) Independent Director of the Company, whose 1st term of office has expired on 30th May, 2021 and has submitted a declaration confirming that she meets the criteria of Independence as provided in Section 149(6) of the Act read with the Listing Regulations, as amended from time to time and a declaration as required under section 152(5) of the Act for Re-appointment for a second consecutive term of 5 years. Board recommends reappointment as an Independent Director of the Company to hold office for a second consecutive term of 5 years with effect from May 31, 2021 to May 30, 2026, and that she shall not be liable to retire by rotation during this tenure.

Appointment of Mr. Venkatesh Achanta as an Independent Director of the Company

Appointment of Mr. Venkatesh Achanta as an Independent Director w.e.f. 30th September, 2019 was regularised at the 37th Annual General Meeting of the Company. Mr. Venkatesh Achanta resigned from his office with effect from closing business hours of August 18, 2021.

Death of Mr. Majeti Venkatasesha Sridhar Kumar, Independent Director

Mr. Majeti Venkatasesha Sridhar Kumar, Independent Director demised on Tuesday, November 24, 2020. The Company places on record its appreciation and gratitude for the contribution made by Mr. Majeti Venkatasesha Kumar Sridhar during his tenure and conveys deep sorrow and condolences to his family.

10.2. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2020-21:

1. Mr. Vijay Kumar Deekonda - Whole Time Director and Chief Financial Offer
2. Ms. Neha Dwivedi - Company Secretary and Compliance Officer (until 30.09.2020)
3. Ms. Renuka Gunasekhar - Company Secretary and Compliance Officer (W.e.f 01.10.2020)

11. BOARD COMMITTEES:

The three committees of the Board are Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. Details of composition, terms of reference, number and dates of meetings held for respective committees are given in the Report on Corporate Governance attached to this Report.

12. NOMINATION AND REMUNERATION POLICY:

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company. The Nomination and Remuneration Policy and other matters provided in Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of this Report.

13. DECLARATION BY INDEPENDENT DIRECTORS:

The independent Directors have submitted the declaration of independence, as required pursuant to section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub section (6) of Section 149.

14. MEETINGS OF THE BOARD OF DIRECTORS DURING THE FY 2020-21:

During the financial year 2020-21, the Board of Directors of the Company, met 9 (Nine) times on July 15, 2020, July 30, 2020, September 04, 2020, September 14, 2020, October 01, 2020, October 23, 2020, November 12, 2020, January 04, 2021 and February 10, 2021. The maximum gap between two Board Meetings did not exceed 120 (one hundred twenty) days except between last Board Meeting of the financial year 2019-20 i.e., March 05, 2020 and first Board Meeting of financial year 2020-21 i.e., July 15, 2020, however the maximum gap allowed between two Board Meetings was extended to 180 days vide MCA General Circular No. 11/2020 dated March 24, 2020.

15 .EMPLOYEE STOCK OPTION PLAN/ SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME:

The Company formulated two employee benefit plans, namely, Grandeur Employee Stock Option Scheme II, 2016 (GPLEsOs II, 2016) and the Grandeur Employees Stock Purchase Scheme 2017" ("GPL-ESPS 2017") both are approved by the shareholders through Postal Ballot dated 8th November, 2016 and at Extra Ordinary General Meeting held on 25th March, 2017 respectively with an objective of enabling the company to retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in building the growth and the profitability of the Company. The ESOP Plan is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014.

During the year under review, no changes were made in the above said schemes. Details regarding the above mentioned schemes along with their status are annexed as "Annexure- A" and forms part of this report.

Further certificate from Statutory Auditors, with respect to implementation of the above Employees Stock Option Schemes in accordance with SEBI Guidelines and the resolution passed by the Members of the Company, would be placed before the Members at the ensuing AGM.

16. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairman taking into account the views of Executive Directors and Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors.

17. STATUTORY AUDITORS:

M/s Ramasamy Koteswara Rao & Co, Chartered Accountants, who were appointed as the statutory auditors of the company at the 36th Annual General Meeting (AGM) held on 30th September, 2019, to hold office as such till the conclusion of the 41st Annual General Meeting of the Company.

The Statutory Auditor shall continue to hold the office as such for the ensuing financial year.

The Audit Report issued by the Statutory Auditors for the financial year ended March 31, 2021 forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors which requires explanation or comments from the Board.

18. INTERNAL AUDITORS

The Board of Directors based on the recommendations of the Audit Committee have re-appointed M/s NSVR & Associates, Chartered Accountants, Hyderabad as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

19. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, the Board of Directors have appointed Smt. N. Vanitha, Company Secretary in Practice (C.P.No.10573) as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended March 31, 2021. The Secretarial Audit Report issued by Smt. N. Vanitha, Company Secretary in Practice in Form MR-3 is annexed to this Boards Report as "Annexure - B". The Secretarial Auditors Report does not contain any qualifications, reservation or adverse remarks.

Further, pursuant to provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), Tierra Agrotech Private Limited ("TAPL") is a Material subsidiary of your Company in terms of Regulation 16(1)(c) of the Listing Regulations. The Secretarial Audit Report submitted by the Secretarial Auditors of TAPL is also annexed herewith as "Annexure- C" to this Boards Report.

20. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

During the year under review, the Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

21. MAINTENANCE OF COST RECORDS:

The maintenance of Cost records as specified by the central government under sub-section (1) of section 148 of the Companies act, 2013, is not applicable on our Company.

22. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

22.1. Subsidiary Companies:

Your Company has the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2020-21: -

a. Tierra Agrotech Private Limited: (A Wholly-Owned Subsidiary of your Company throughout the Financial Year 2020-21)

b. Tierra Seed Science Private Limited: (A Wholly-Owned Subsidiary of your Company throughout the Financial Year 2020-21).

22.2. Joint Venture Company:

Tierra Agrotech Private Limited, Wholly Owned Subsidiary of the Company has entered in to a Joint Venture agreement in July, 2017 with IDEN Biotechnology S.L. a Spanish Limited Liability Company organized under the laws of Spain, with its head office located at Cordovilla (Navarra) Spain. Pursuant to the Joint Venture Agreement, a Joint venture company named TIDAS Agrotech Private Limited was incorporated under the laws of Companies Act, 2013 on 9th August, 2017 situated in Hyderabad.

23.DISCLOSURES AS PER THE COMPANIES (ACCOUNTS) RULES, 2014:

Particulars Remarks
1. Change in Nature of Business, if any None

2. Details of Directors / Key Managerial Personnel (KMP) who were appointed or have resigned during the Financial Year 2020-21

Sr. No. Name of Director Date of Appointment/Resignation
a) Mr. Srinivasa Rao Paturi, Director Appointment on February 04, 2021
b) Mr. Suryanarayana Simhadri, Director Appointment on February 04, 2021
c) Mr. Bandi Mohan Krishna, Director Appointment on February 04, 2021
d) Mr. Venkata Krishna Rau Gogineni, Director Appointment on February 04, 2021
e) Mr. Majeti Venkata Sesha Sridhar Kumar, Director demised on November 24, 2020
f) Ms. Neha Dwivedi, Company Secretary and Compliance Officer Resigned on September 30, 2020
g) Ms. Renuka Gunasekhar, Company Secretary and Compliance Officer Appointment on October 01, 2020
3. Names of Companies which have become or have ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the Financial Year 2020-21 No Company has become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the Financial Year 2020-21
4. Details of Deposits covered under Chapter V of the Companies Act, 2013 (i) Accepted during the year: Nil
(ii) Remained unpaid or unclaimed during the year: Nil
(iii) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved:
a. At the beginning of the year: Nil
b. Maximum during the year: Nil
c. At the end of the year: Nil
(iv) Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: None
5. Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and the Companys operations in future No significant and material orders have been passed by the regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
6. Details in respect of Adequacy of Internal Financial Controls with reference to the Financial Statement Adequate internal control checks are available in the opinion of the Board of Directors.

24. INTERNAL FINANCIAL CONTROLS

Your Company is committed to constantly improve the effectiveness of internal financial controls and processes for efficient conduct of its business operations and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of the Company commensurate with the size, scale and operations of the Company.

The Internal Controls over Financial Reporting are routinely tested and certified by Statutory as well as Internal Auditors. The Audit Committee reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

Further, the internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors and were operating effectively.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments by the Company under the aforesaid provisions during the Financial Year (F.Y.) 2020-21 have been provided in the Notes to the Standalone Financial Statements.

26. RELATED PARTY TRANSACTIONS:

Related Party Transactions and particulars of contracts or arrangements with related parties

ALL the related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

None of the transactions with related parties falls under the scope of section 188(1) of the Companies Act, 2013. Particulars of contracts or arrangements with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure - DRs.In Form AOC-2 and forms part of this report.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web Link is https://www.grandeurproducts.com/investors-reLation/poLicies/PoLicy%20for%20 ReLated%20party%20transaction.pdf

Disclosure under Regulation 34(3) read with Schedule V of the Listing Regulations Related Party disclosure as per Schedule V of the Listing Regulations

S. No In the accounts of Particulars Amounts at the year ended 2020-21 Maximum Amount outstanding during the year 2020-21
1 Grandeur Products Limited (Holding Company) (i) Loans/advances to subsidiaries Tierra Agrotech Private Limited Tierra Seed Science Private Limited (Wholly Owned Subsidiaries) 34,17,71,960 34,17,71,960
(ii) Loans/advances to associates - -
(iii) Loans/advances to firms/ companies in which Directors are interested
2 Grandeur Products Limited (Holding Company) Investment by the Loanee in the shares of parent company/ subsidiary company when the company has made a loan or advance Not applicable Not applicable

During the Financial Year 2020-21, there are no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 a is annexed as Annexure-D in Form No. AOC-2 and forms part of this report.

27. DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

28. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure.

The Company has not received any complaint on sexual harassment during the year.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with applicable rules related to Corporate Social Responsibility is not applicable to Company for the Financial Year 2020-21.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board of Directors has adopted the Whistle Blower Policy, which is in compliance with Section 177(10) Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations 2015 to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the company at www.grandeurproducts. com

31. RISK MANAGEMENT:

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Companys process and policies for determining risk tolerance and review managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. Board has constituted the Risk Management Committee on August 12, 2021 to comply with provisions of Listing regulations.

32. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts for the Financial Year 2020-21, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts for the Financial Year 2020-21 on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Information on conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-E and forms part of this report.

35. 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, an extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-F to this report and the same is uploaded on the website of the Company i.e www.grandeurproducts.com

36. MANAGEMENT DISCUSSION & ANALYSIS:

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

37. CORPORATE GOVERNANCE:

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report.

Smt. N. Vanitha, Practicing Company Secretary, Hyderabad, has certified the Companys compliance of the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

38. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this Annual Report.

39. HUMAN RESOURCES:

The Companys HR policies and procedures are designed to recruit and retain the best talent to support the operations of your Company and to align the interest of employees with the long term organisational goals.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no instances of significant and material orders passed by the regulators or Courts or Tribunals that can adversely affect the going concern status of the Company and its operations in future.

41. AMALGAMATION OF GRANDEUR PRODUCTS LIMITED WITH TIERRA AGROTECH PRIVATE LIMITED:

The members may note that pursuant to a Scheme of Amalgamation, it is proposed to merge Grandeur Products Limited (Transferor Company) with Tierra Agrotech Private Limited (Transferee Company). The transferee Company, being a wholly owned subsidiary of Transferor Company, there would not be issue of any fresh shares towards consideration for the said merger. Further, the said Scheme, upon approval by the Board of Directors of both the Companies, has received the requisite approvals of the Creditors and members of respective Companies. Necessary intimations have also been made to the Stock Exchange (BSE) and other regulatory authorities in this regard. Further, the Company has not received any Objections from any authority / department, till date. The final petition, seeking approval to the said Scheme has been filed with the Honble National Company Law Tribunal, Hyderabad Bench at Hyderabad and is pending for its disposal.

42. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER MARCH 31, 2021:

Save and except the proposed merger, which was initiated during the FY 2020-21 and is in progress during the current FY, and the uncertain impact of Covid -19, as discussed elsewhere in this Report, there were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2020-21 of the Company and the date of the report.

43. MANAGERIAL REMUNERATION & REMUNERATION PARTICULARS OF EMPLOYEES:

The remuneration paid to Directors and Key Managerial Personnel and the employees of the Company during the Financial Year 2020-21 was in accordance with the Nomination and Remuneration Policy of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as "Annexure - G" and forms part of this report.

44. LISTING OF EQUITY SHARES:

The Companys equity shares are listed on BSE Limited, Phiroze JeeJeebhoy Towers, Dalai Street, Mumbai-400 001, Maharashtra, India.

The Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2021-22.

45. POLICY ON MATERIAL SUBSIDIARIES:

The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as approved by the Board is uploaded on the website of the Company and the web link is https:// www.grandeurproducts.com/investors-reiation/poiicies/Poiicy%20for%20Determining%20Materiai%20 Subsidiaries.pdf

46. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not appiicabie.

47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

Neither any application was made nor are any proceedings pending under the IBC, 2016 during the year ended on March 31, 2021.

48. CAUTIONARY STATEMENT:

Statements in the Directors Report and the Management Discussion and Anaiysis Report describing the Companys objectives, projections, expectations, estimates or forecasts may be forward-iooking within the meaning of appiicabie iaws and reguiations. Actuai resuits may differ substantiaiiy or materiaiiy from those expressed or impiied therein due to risks and uncertainties. Important factors that couid influence the Companys operations, inter aiia, inciude input avaiiabiiity and prices, changes in government reguiations, tax iaws, economic, poiiticai deveiopments within the country and other factors such as iitigations and industrial reiations.

49. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Companys operations.

Your Directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

For and on behalf of the Board of Directors
sd/-
Date: 24th August, 2021 Vijay Kumar Deekonda Whole Time Director & Chief Financial Offecer
Place: Hyderabad (DIN:06991267)