1. FINANCIAL HEIGHLIGHTS:
The financial performance of the Company for the financial year ended 31st March, 2024 is
summarized below:
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Particulars
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For the financial year ended
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March 31, 2024
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March 31, 2023
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Total Income including other income
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28.99
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1.88
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Total Expense
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29.65
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10.09
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Profit / Loss before exceptional item and tax
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(0.66)
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(8.22)
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Exceptional Items
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0.00
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173.83
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Provision for Income Tax
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1.82
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0.17
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Net Profit / Loss After Tax
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(2.48)
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165.45
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2. STATUS OF COMPANY'S AFFAIRS:
• During the financial year the total revenue of the Company is Rs.28.99 Lakhs.
• The Loss after tax for the financial year 2023-24 is Rs.2.48 Lakhs as compared to loss of Rs.
165.45 Lakhs in the previous financial year. There is no provision for income tax in the year.
• Your Board is taking effective steps and exploring new business opportunities in real estate
redevelopment.
3. DIVIDEND:
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 31st March, 2024 under review.
4. AMOUNT TRANSFERRED TO RESERVES:
The Board of Directors of your Company has decided not to transfer any amount to the
reserves for the year 31st March, 2024 under review.
5. SHARE CAPITAL AND CHANGES THEREIN:
The Paid-up Equity Share Capital of the Company as on 31st 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.
6. 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 5 (Five) times during the
financial year 2023-2024 and the details about the same are as follows;
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Sr. No.
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Date of Meeting
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1.
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30th May, 2023
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2.
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14th August,2023
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3.
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21st August,2023
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4.
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09th November,2023
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5.
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03rd February, 2024
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7. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:
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.
8. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:
As on 31st March, 2024, the Company does not have any Subsidiaries, Associate Company and
Joint Ventures.
9. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013:
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 31st March, 2024 is
available on Company's www.grandmatrading.co.in
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Composition:
At the end of the year, the Company's 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
Company's 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 re¬
appointment.
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 43rd 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. 08th 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 Company's Act, 2013 confirm that:
a) in the preparation of the annual accounts, for the financial year 31st 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 31st March, 2024 and of the profit of the
Company for the Year ended on 31st 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 31st 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 DIRECTOR'S 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 38th Annual General Meeting of the Company held on 30th September,
2019 as Statutory Auditors of the Company to hold office for a period of 5 years from the
conclusion of 38th Annual General Meeting till the conclusion of 43rd 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 43rd AGM of the Company till the conclusion
of Forty-Eight (48th) 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
Board's 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 MANAGEMENT'S 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 Company's Auditors confirming compliance forms an integral part of this report as
Annexure - C.
Further the Management's 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:
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 Board
Sd/-
Abhishek Ashar
Place: Mumbai Chairman
Date: 02/09/2024 DIN: 08565712
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