The Directors have pleasure in presenting the Annual Report and
Audited Statements of Accounts for the financial year ended on 31st
(Rs. in Lakhs)
Particulars 2011 - 12 2010 - 11
Sales and Other Income 28.70 13.78
Profit before Depreciation and Tax 12.33 0.81
Depreciation 0.00 0.00
Profit before Tax 12.33 0.81
Provision for Tax 3.81 0.27
Provision for Deferred Tax 0.00 0.00
Prior Year Tax Adjustment 0.31 0.00
Profit After Tax 8.21 0.53
Add: Profit brought forward
from previous year (57.60) (58.14)
Balance Carried to Balance Sheet (49.39) (57.60)
During the year your Company has received income of Rs.28.70 lakhs as
compared to 13.78 lakhs in previous year and has generated net profit
of Rs.12.33 lakhs as compared to profit of Rs.0.81 lakhs during the
Your Directors regret their inability to recommend any dividend until
carry forward losses are hopefully wiped out.
REVOCATION OF SUSPENSION:
During the year, BSE Limited (BSE), where the Company''s securities
are listed, have restored the listing status, earlier suspended due to
penal reasons, and permitted trading in equity shares of the Company
w.e.f. 27.06.2011. Further, the Company''s securities were admitted
into both Central Depository Services (India) Limited as well as
National Securities Depository Limited. Consequently, the securities
are now traded in both physical as well as dematerialised form. The
Company has made payment of annual listing fees to the Stock Exchange.
CHANGES IN THE CAPITAL STRUCTURE INCREASE IN AUTHORISED CAPITAL:
During the year the authorized capital of the Company has increased
from Rs.15,00,000 to Rs.16,00,00,000 divided into 1,60,00,000 Equity
Shares of Rs.10 each.
ALLOTMENT OF EQUITY SHARES:
During the year pursuant to shareholders approval at Extra Ordinary
General Meeting held on 12th December, 2012 the Board of Director have
allotted 1,29,10,000 Equity Shares of Rs.10 each at
par to certain investors and consequently, the Paid-up capital
increased from Rs.15,00,000 to Rs.13,06,00,000.
BOARD OF DIRECTORS AND CHANGE IN MANAGEMENT i. Composition of Board of
The Board comprises of four Directors, of which two are Independent
Directors. Mr. Mahavir Jain is appointed as the Managing Director of
the company, subject to approval of shareholder.
ii. Changes during the year:
During the year Mr. Sanjay Deora and Mr. Siddharth Panjri have resigned
as Director of the Company w.e.f. 17th November, 2011.
Mr. Mahavir Jain and Mr. Suryakant Rasal were appointed as Additional
Director of the Company w.e.f. 14th November 2011 and to enhance the
Board strength Mr. Fulchand Jain was appointed as Additional Director
of the Company w.e.f 12th May, 2012.
The Company has not accepted any Deposit from the Public during the
year under review. As on 31st March, 2012 no unclaimed deposits are
lying with the Company.
PARTICULARS OF EMPLOYEES:
The Company does not have any employee of the category specified in
Section 217 (2-A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
The auditor of the Company M/s. GUPTA SAHARIA & CO. hold office until
the conclusion of the ensuing Annual General Meeting and are
recommended for re-appoint. The Company has received certificate from
the Auditors to the effect that their appointment, if made would be
within the prescribed limits under section 224 (1-B) of The Companies
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217 (2AA) of the Companies
Act 1956 with respect to Directors'' Responsibility Statement, it is
a) That in the preparation of the annual accounts for the financial
year ended 31st March, 2012, the applicable accounting standards have
been followed and there has been no material departure;
b) That the Directors have selected such accounting policies were
applied consistently and the Directors made judgments and estimates
that are reasonable and prudent so as to give true and fair view of the
state of affairs of the company at the end of financial year and of
profit of the company for that year under review;
c) That the directors have taken proper and sufficient care for the
maintenance of the adequate accounting records in accordance with
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
d) That the annual accounts have been prepared on a going concern
Compliance of Clause 49 is applicable to the company from the current
year and therefore the Company has adopted to follow the requirements
of Corporate Governance as stipulated under clause 49 of the Equity
Listing Agreement of Stock Exchange and accordingly, the Report on
Corporate Governance forms part of the Annual Report.
The requisite Certificate from the Auditors of the Company M/s. Gupta
Saharia & Co., regarding compliance with the conditions of Corporate
Governance as stipulated in Clause 49 is annexed to this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
As there is nil expenditure on the points mentioned above, no
particulars furnished in this report as required under Section
217(1)(e) of the Companies Act''1956 read with Companies (Disclosures
of Particulars in the report of the Board of Directors) Rules''1988
regarding conservation of energy, technology, absorption and foreign
exchange earnings and outgo.
The Board wishes to place on record its sincere appreciation for the
assistance and co-operation received from Bankers, Government
Departments and other Business Associates for their continued support
towards the conduct of operations of the Company efficiently.
The directors express their gratitude to the shareholders for their
continuing confidence in the Company. The directors also acknowledge
the hard work and persuasive efforts put in by the employees of the
Company in carrying forward Company''s
By Order of the Board
For Grandma Trading and Agencies Limited
Place: Mumbai Mahavir Jain
Date: 13.08.2012 Managing Director