Grandma Trading & Agencies Ltd Directors Report

The Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent not to recommend any Dividend for the year 31^st March, 2024 under review.

The Board of Directors of your Company has decided not to transfer any amount to the reserves for the year 31^st March, 2024 under review.

The Paid-up Equity Share Capital of the Company as on 31^st March, 2024 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.

Trading in the equity shares of the Company resumed at the BSE Limited w.e.f. 11^th June, 2024.

In terms of Section 134(3) (i) of the Companies Act, 2013, there have been no material changes 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.

As on 31^st March, 2024, the Company does not have any Subsidiaries, Associate Company and Joint Ventures.

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.

10. 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.

11. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return as on 31^st March, 2024 is available on Companys www.grandmatrading.co.in

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Composition:

At the end of the year, the Companys board comprises of 5 (Five) Directors consisting of 3 (Three) Non – Executive Independent Directors, 1 (One) Executive Non-Independent Director and 1 (One) Non-Executive Non-Independent Director.

B) Re-Appointment / Appointment:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Avdhesh Chaurasiya, Director is liable to retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

As required under the SEBI Listing Regulations, particulars of Director seeking appointment / re-appointment at the ensuing General Meeting has been given under Corporate Governance Report and in the Notice of the 43^rd Annual General Meeting. The aforesaid Director is not disqualified from being appointed as Director, as specified in Section 164 of the Companies Act, 2013.

The proposal regarding the appointment of the aforesaid Director is placed for your approval. The Board of Directors recommends their appointment.

During the period Mr. Ayyalasomayajula Srinivas has resigned w.e.f. 08^th April,2023.

C) Declaration by Independent Directors:

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 programme for Independent Directors is also made available on website of the Company.

D) Number of Meetings of the Board:

During the year Five (5) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. Detailed information on the meetings of the Board and Committees are included in the Corporate Governance Report, which forms part of this Annual Report.

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 31^st March, 2024 All 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 31^st March, 2024 and of the profit of the Company for the Year ended on 31^st March, 2024;

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 31^st March, 2024 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. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Court which would impact the going concern status of the Company and its future operations.

15. MEETING OF INDEPENDENT DIRECTORS:

Independent Directors duly met during the year under review.

16. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, Company has generally complied with all applicable Secretarial Standards.

17. 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.

18. PARTICULARS OF EMPLOYEES:

There are no such reportable details as 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.

19. 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.

20. 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 A.

21. STATUTORY AUDITOR AND THEIR REPORT:

There is no audit qualification or observation on the financial statements of Company, by the statutory auditors for the year under review.

M/s. Singhvi & Sancheti, Chartered Accountants (Firm Registration No. 103446W) who have been appointed at the 38^th Annual General Meeting of the Company held on 30^th September, 2019 as Statutory Auditors of the Company to hold office for a period of 5 years from the conclusion of 38^th Annual General Meeting till the conclusion of 43^rd Annual General Meeting.

As per Section 139(2) of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. In view of the same, M/s Singhvi & Sancheti, Chartered Accountants are eligible to be reappointed as statutory auditors of the Company for another term of five years. Accordingly, on the recommendation of the Audit Committee it is proposed to re-appoint M/s. Singhvi & Sancheti, Chartered Accountants, as the Statutory Auditors of the Company for the second term of five consecutive years to hold the office from the conclusion of the 43^rd AGM of the Company till the conclusion of Forty-Eight (48^th) AGM to be held in the year 2029.

22. 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 2023-24. The Company has provided reasonable assistance and facilities to the Secretarial Auditors for conducting their audit. The report of Secretarial Auditor for the F.Y. 2023-24 is annexed to this report as Annexure-B.

The management explanation to the observation of the Secretarial Auditor: The observations of the secretarial auditor are self-explanatory.

23. 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 is no risk exist which threatens the existence of the Company.

24. 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.

25. 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 Regulations) 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.

26. 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 – C.

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 – D to this report.

27. 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 SEBI Listing Regulations, 2015. 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.

28. 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.

29. 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 incidents were reported.

30. IBC CODE & ONE-TIME SETTLEMENT:

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.

31. DISCLOSURE:

The Company has complied with applicable provisions of Secretarial Standards i.e. SS-1 and SS-2.

32. ACKNOWLEDGMENTS: