DIRECTORS' REPORT

To the Members,

Grandma Trading & Agencies Limited

1.Your Directors have pleasure in presenting the 33rd Annual Report and the audited financial statements of the Company for the year ended 31st March 2015.

2. STATUS OF COMPANY'S AFFAIRS:

• During the financial year your Company has achieved revenue of Rs.86.49 Lacs as compared to Rs.97.86 Lacs in corresponding previous year.

• Profit Before Tax in year 2014 - 15 is Rs.23.09 Lacs against Rs.22.27 Lacs in the previous fiscal year.

• Net profit after tax in the year 2014-15 is Rs.15.85 Lacs as compared to profit of Rs.15.39 Lacs during the previous year, the profit after tax as increased as compared to the previous year.

• The management of your Company is striving hard and making efforts to utilize the resources raised to the best advantageous position and to put in the new business avenues and has sought approval of shareholders to venture into the business of contract farming, agricultural, horticultural and farm produce and related products etc.

3. DIVIDEND

In order to conserve the reserves to meet the needs of operation, the 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, 2015, 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, 2015 is Rs.13,06,00,000. During the year under review, with the approval of the Shareholders the face value of Equity Share of Rs.10/- each is sub-divided into 10 Equity Share of Rs.1 each and accordingly the Capital Clause of the Memorandum and Articles of Association were altered.

6. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March, 2015 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 met at regular intervals during the year to discuss on the business and other matters of the Company. The Board met 7 (seven) times during the financial year 2014 - 2015 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)(l) 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 excepting the Company's has obtained the approval of shareholders to borrow and to create the charge on the assets of the Company to that extent in view of proposed business plan of the Company.

SUBSIDIARY COMPANY:

As on 31st March, 2015, the Company does not have any Subsidiary or Associate Company.

10. FIXED DEPOSITS DETAILS REQUIRED AS PER CHAPTER V OF THE ACT:

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 & KEY MANAGERIAL PERSONNEL

The Company's board comprises of 5 (five) Directors consisting of 4 (four) Non - Executive Directors as on March 31, 2015. In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Company shall have atleast one Woman Director on the Board of the Company. During the year the Company has appointed Mrs. Tara B. Jain as Director on the Board of the Company w.e.f. March 31, 2015, she resigned from the office of Director w.e.f. April 10, 2015 and the Board has appointed Ms. Vanaja Kumari Dokiparthi as Woman Director under the category of Independent in view of declaration received from her under Section 149 of the Companies Act, 2013.

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.grandmatrading.com .

The Board of Directors, at their meeting held on April 10, 2015 inducted Mr. A. Srinivas, Mr. P. Srinivas Rao and Mr. P. V. Mohan Rao on the Board of the Company and subsequently, in the meeting of the Board held on May 29, 2015, Mr. A. Srinivas has been appointed as Managing Director of the Company and Mr. P. Srinivas Rao has been appointed as Whole time Director of the Company designated as Chief Financial Officer (CFO) for a period three years respectively with effect from May 29, 2015. Mr. Mahavir Jain, Managing Director of the Company has resigned w.e.f. April 10, 2015.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Bharat B. Jain, Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 134(5) of the Company's Act, 2013 confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

b) they have 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 at the end of the financial year and of the profit of the Company for that period;

c) they have 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) they have prepared annual accounts for the financial year ended 31st March, 2015 on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating adequately; and

f) they have 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 the 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.

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 AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

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 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 C.

18. STATUTORY AUDITOR AND 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 2015 - 16.

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

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 Shreyans Jain & Co. Practicing Company Secretaries (C.P. No. 9801), Mumbai as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2014 - 15. The Company has provided reasonable assistance and facilities to the Secretarial

Auditors for conducting their audit. The report of Secretarial Auditor for the FY 2014 - 15 is annexed to this report as Annexure D.

The management explanation to the observation of the Secretarial Auditor: The Board of Directors of the Company at its meeting held on May 29, 2015 had appointed Mr. P. Srinivas Rao as Whole time Director designated as Chief Financial Officer (CFO) of the Company and the Company is in the process of looking out for employing Whole Time Company Secretary in employment, However presently the Compliances are being done under the supervision of the Managing Director of the Company.

20. RISK MANAGEMENT

The Board of Directors is overall responsible for identifying, evaluating, mitigating and managing significant risks being faced by the Company. The Board approved 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 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 Clause 49 of the Listing Agreement, a 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.

23. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In terms of clause 49 of Listing Agreement with the Stock exchange, 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 E.

Further the Management's Discussion and Analysis Report for the year under review, as stipulated under revised clause 49 of the Listing Agreement 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 Listing Agreement. The Composition and the functions of the Audit Committee of the Board of Directors of the Company is 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

Your 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. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

By order of the Board

For Grandma Trading and Agencies Limited

Sd/-A. Srinivas Managing Director

DIN : 05271604

Place : Secunderabad

Date : 29-05-2015