Grandma Trading & Agencies Ltd Directors Report.

To the Members,

Grandma Trading & Agencies Limited

Your Directors have pleasure in presenting the 36th Annual Report and the audited financial statements of the Company for the year ended 31st March 2017.

1. FINANCIAL HEIGHLIGHTS:

The financial performance of the Company for the financial year ended 31st March, 2017 is summarized below:

For the financial year ended

Particulars March 31,2017 March 31,2016
Total Income including other income 406.03 82.69
Total Expense 400.10 59.93
Profit / Loss before tax 5.93 22.76
Provision for Income Tax 2.02 7.24
Net Profit / Loss After Tax 3.91 15.51

2. STATUS OF COMPANYS AFFAIRS:

• During the financial year your Company has achieved revenue of Rs.406.03 Lakh as compared to Rs.82.69 Lakh in corresponding previous year and profit after tax for the year is Rs. 3.91 Lakh as compared to profit of Rs.15.51 Lakh during the previous year, the profit after tax is decreased as compared to the previous year on account of low margins.

Your Company is striving hard and making efforts to utilize the resources available to the best advantageous position and to put in the new business avenues.

3. DIVIDEND:

In order to conserve the reserves and to meet the needs of operation, your Board of Directors has decided to retain the profits and not to recommend any dividend for the financial year.

4. AMOUNT TRANSFERRED TO RESERVES:

During the financial year ended 31st March 2017, your Company has not transferred any amount to reserves.

5. SHARE CAPITAL AND CHANGES THEREIN:

The paid-up Equity Share Capital of the Company as on 31st March, 2017 is Rs.13,06,00,000 divided into 13,06,00,000 of Rs.1/- per Equity shares and there are no changes in the Capital Structure of the Company.

6. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, extract of Annual Return for the financial year ended 31st March, 2017 made under the provisions of Section 92(3) of the Act is attached as Annexure - A which forms part of this report.

7. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of your Company meets at regular intervals during the year to discuss on the business and other matters of the Company. The Board met 6 (six) times during the financial year 2016-2017 and the details about the same are included in the report on Corporate Governance, which forms part of this Annual Report.

8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

In terms of Section 134(3) (i) of the Companies Act, 2013, there are no material change and commitment affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the report.

9. SUBSIDIARY COMPANY :

As on 31st March, 2017, the Company does not have any Subsidiary or Associate Company.

10. FIXED DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 to 76 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

11. PARTICULARS OF LOANS AND INVESTMENTS BY THE COMPANY:

The details regarding Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013 during the year under review are disclosed in the notes accompanying financial statements.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Companys board comprises of 6 (Six) Directors consisting of 1 (One) Executive Director; 4 (Four) Non - Executive Independent Directors and 1 (one) is Non-Executive Non Independent as on the Date of Report.

The Company has received the declaration of Independence as provided under section 149(6) of the Act from all the Independent Directors. Further, the familiarisation program for Independent Directors is also made available on website of the Company viz. www.grandmatradingagencies.com.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Vishal Patel, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year interalia Mr. Bharat Jain; Mr. P. Srinivasa Rao, Director has resigned from the Board and members place on record the contribution made by them during their tenure with the Company.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provision of Section 134(5) of the Companys Act, 2013 confirm that:

a) in the preparation of the annual accounts, for the financial year 31st March,2017 the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

b) the directors had 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 as at 31st March, 2017 and of the profit of the Company for the Year ended on 31st March, 2017;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared annual accounts for the financial year ended 31st March, 2017 on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has implemented such internal financial controls commensurate with the size of Company to provide a true and fair view of the financial statements and has laid down such standards and processes which ensures that the same are adequate and operating efficiently.

15. PARTICULARS OF EMPLOYEES:

The details required to be disclosed in terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, regarding the remuneration etc are forms part of this report as Annexure - B.

16. DISCLOSURES FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO IN TERMS OF PROVISIONS OF SECTION 134 (3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE, 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:

During the financial year considering the nature of activities being carried out by your Company there were no such particulars which are required to be furnished in this report pertaining to conservation of energy and technology absorption and no Foreign Exchange earnings and outgo of the Company were reported during the year.

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for determining qualifications, positive attributes, independence of a Director and other matters specified under sub - section (3) of Section 178 of the Act, the said policy is attached as Annexure C.

18. STATUTORY AUDITOR AND THEIR REPORT:

There is no qualification, reservations or adverse remark or disclaimers made by the M/s. Gupta Saharia & Co., Statutory Auditors, in their report.

M/s. Gupta Saharia & Co., Chartered Accountants, Mumbai (Firm Registration No. 103446W) the Statutory Auditors of the Company were appointed at Annual General Meeting held on 29th September, 2014 upto sixth consecutive AGM, the Board of Directors recommend to the Shareholders to ratify their appointment at the ensuing AGM for the financial year 2017 - 18.

19. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013 and rules made under, the Company has appointed M/s Jain Rahul and Associates Practicing Company Secretaries (C.P. No. 15504), Mumbai as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2016-17. The Company has provided reasonable assistance and facilities to the Secretarial Auditors for conducting their audit. The report of Secretarial Auditor for the FY 201617 is annexed to this report as Annexure D.

The management explanation to the observation of the Secretarial Auditor: The Company is in process of looking out for Chief Financial Officer and Company Secretary; however present compliances are being done under the supervision of the Managing Director of the Company with the help of professionals and guidance of Board.

20. RISK MANAGEMENT:

The Board of Director are overall responsible for identifying, evaluating, mitigating and managing significant risks being faced by the Company. The Board had adopted Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed in the Company. Further in the opinion of the Board there exists no risk which threatens the existence of the Company.

21. CORPORATE SOCIAL RESONSIBILITY:

The Company is not required to form committee and spend the amount as required under Section 135 of the Companies Act, 2013 and the relevant rules, therefore there are no such details which are required to be disclosed.

22. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (‘Listing Regulation) a criteria for performance evaluation of Directors was prepared after taking into consideration various aspects of the Boards functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non - Independent Director was also carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

23. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 read with Para C of Schedule V of the Listing Regulation, a separate section on corporate governance practices followed by the Company together with a certificate from the Companys Auditors confirming compliance forms an integral part of this report as Annexure E.

Further the Managements Discussion and Analysis Report for the year under review, as stipulated under Schedule V Para B of the Listing Regulation with the Stock Exchanges is given in Annexure F to this report.

24. AUDIT COMMITTEE:

The Audit Committee of Directors was reconstituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section and Regulation 17 of LODR. The Composition and the functions of the Audit Committee of the Board of Director of the Company are disclosed in the Report on Corporate Governance, which is forming a part of this report.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

25. VIGIL MECHANISM:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee. The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board.

26. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The management has believed in providing a safe and harassment free workplace for every individual working in the Company through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year no such incident were reported.

27. ACKNOWLEDGMENTS:

The board of Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers and Shareholders during the year under review. The boards of Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Company
Sd/- Sd/-
Pragyan Ojha Vishal Patel
Place : Secunderabad Managing Director Director
Date : 30-05-2017 DIN:02774883 DIN:07485182