Dear Shareholders,
 
 The Directors have pleasure in presenting the Annual Report and
 Audited Statements of Accounts for the financial year ended on 31st
 March 2012.
 
 FINANCIAL RESULTS:
 
                                                        (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
 previous year.
 
 DIVIDEND:
 
 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
 Directors:
 
 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.
 
 DEPOSITS:
 
 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.
 
 AUDITORS:
 
 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
 Act, 1956.
 
 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
 hereby confirmed:
 
 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
 irregularities;
 
 d) That the annual accounts have been prepared on a going concern
 basis.
 
 CORPORATE GOVERNANCE
 
 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.
 
 ACKNOWLEDGEMENT
 
 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
 
 
                                                                   Sd/-
 
 Place: Mumbai                                           Mahavir Jain
 
 Date: 13.08.2012                                   Managing Director