Dear Members,
Grandeur Products Limited
The Directors have pleasure in presenting Directors' Report along with the Audited
Financial Statements (standalone and consolidated) for the financial year ended March 31,
2021.
1. FINANCIAL RESULTS :
Your Company's Standalone and Consolidated performance during the Financial Year
2020-21 as compared with that of the previous Financial Year 2019-20 is summarized below:-
(Rs.In Lakhs)
Particulars |
Standalone |
Consolidated |
|
2020-2021 |
2019-2020 |
2019-2021 |
2019-2020 |
Revenue from operations |
- |
3.42 |
5,684.30 |
9,868.50 |
Other income |
- |
2.87 |
153.15 |
35.32 |
Profit/ (Loss) before Finance cost, Depreciation and Tax |
(71.35) |
(59.84) |
(21.06) |
644.51 |
Finance costs |
35.50 |
108.60 |
696.05 |
560.11 |
Depreciation and amortization expense |
1.03 |
1.91 |
25.43 |
29.70 |
Profit before exceptional and extraordinary items and tax |
(107.88) |
(170.35) |
(742.54) |
54.70 |
Share in net profit/(1oss) of associate and joint venture |
|
|
(17.19) |
(27.13) |
Exceptional items |
- |
- |
- |
- |
Extraordinary items |
- |
- |
- |
- |
Profit before tax |
(107.88) |
(170.35) |
(759.73) |
27.57 |
Tax expense: |
|
|
|
|
(1) Current tax |
- |
- |
- |
38.93 |
(2) Prior Year Income Tax expenditure |
- |
- |
- |
(4.54) |
(3) Deferred tax |
5.46 |
(0.48) |
(132.47) |
11.09 |
(4) MAT Credit Entitlement |
- |
- |
- |
(38.93) |
Profit (Loss) for the year |
(113.34) |
(169.87) |
(627.26) |
21.02 |
Total comprehensive income |
17.67 |
(23.96) |
36.66 |
(25.20) |
Total comprehensive income for the period |
(95.67) |
(193.83) |
(590.60) |
(4.18) |
2. PERFORMANCE REVIEW & COMPANY'S STATE OF AFFAIRS:
The Company's consolidated revenue from operations for Financial Year ('FY') 2020-21
was Rs.5,837.45 Lakh compared to Rs.9,903.82 Lakh in the previous year, a decrease by
41.06 % over the previous year. The Company's loss before tax on a consolidated basis was
Rs.759.73 Lakh during the year compared to profit of Rs.27.57 Lakh in the previous year.
The Company earned a net loss of Rs.627.27 Lakh as against a net profit of Rs.21.02 Lakh
in the previous year, on a consolidated basis.
The Company's standalone revenue from operations for FY 2020-21 was Nil, a decrease of
100 % over the previous year's revenue of Rs.6.29 Lakh. The Company's loss before tax on a
standalone basis was Rs.107.88 Lakh during the year compared to a loss of Rs.170.35 Lakh
in the previous year. The Company earned a net loss of Rs.113.34 Lakhs as against a net
loss of Rs.169.87 Lakhs in the previous year.
Your Company continues to focus on introducing more innovative products, which will
help in increasing penetration both in the strategic crops and in the new geographies. The
company will grow its market share with newer products and technologies in cotton as well
as in other crops like corn, rice, mustard, millets and vegetable crops. Now, Grandeur
also has entered in to the seed business directly with its own brand "Grandeur- Seed
of Life".
The agricultural sector is the backbone of the Indian economy. Agriculture in India
will benefit from a higher scale of investments in agri-infrastructure, owing to the
Government's focus on doubling farmersRs.Income by 2022. As a result, the agricultural
input space, including commercial seeds, will continue to expand at a robust pace in the
years to come.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company and its subsidiaries, prepared in
accordance with Indian Accounting Standards notified under the Companies (Indian
Accounting Standards) Rules, 2015 ('Ind AS'), form part of the Annual Report and are
reflected in the Consolidated Financial Statements of the Company. In accordance with
Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the
consolidated financial statements, audited accounts of all the Subsidiaries and other
documents attached thereto are available on your Company's website:
www.grandeurproducts.com.
The Company has adopted a Policy for determining Material Subsidiaries in terms of
Regulation 16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is
uploaded on the Company's website at the weblink:
https://www.grandeurproducts.com/investors-relation/policies/Policy%20for%20Determining%20Material%20Subsidiaries.pdf
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule
5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of
the financial statements of our Subsidiaries, Associates and Joint Ventures in the Form
AOC-1 is annexed and form part of the Financial Statement. The statement provides the
details of performance and financial position of each of the Subsidiaries, Associates and
Joint Ventures.
Further, we undertake that the Annual Accounts of the subsidiary Companies and the
related detailed information will be made available to the shareholders and to the
shareholders of the subsidiary companies seeking such information at any point of time.
Further, the Annual Accounts of the subsidiary Companies shall also be kept for inspection
by any shareholder at our Registered office and that of the subsidiary Companies.
3. DIVIDEND:
Your Directors have not recommended any dividend for the financial year 2020-21.
Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has framed a Dividend Distribution Policy was formulated
and approved by the Board of Directors of the Company.
4. RESERVES:
No amount has been transferred to reserves during the year.
5. SHARE CAPITAL:
Your Company's Equity Share Capital position as at the beginning of the Financial Year
2020-21 (i.e., as on April 1, 2020) and as at the end of the said Financial Year (i.e., as
on March 31, 2021) is as follows:-
Category of Share Capital |
Authorized Share Capital |
|
No. of Shares |
Face Value per share |
Total Amount |
As on April 1, 2020: |
2,23,11,960 |
10 |
22,31,19,600 |
Changes during the year |
|
|
|
Shares issued during the year |
28,43,205 |
10 |
2,84,32,050 |
As on March 31, 2021 |
2,51,55,165 |
10 |
25,15,51,650 |
As on 31st March, 2021, the paid up Capital of the Company was ? 25,15,51,650 (Rupees
Twenty-Five Crore Fifteen Lakh Fifty-One Thousand and Six Hundred and Fifty Only) divided
into 2,51,55,165 (Two Crore Fifty- One Lakh Fifty-Five Thousand One Hundred and Sixty-Five
Only) Equity Shares of ^10 (Rupees Ten only) each.
6. COVID-19 AND ITS IMPACT
The impact of COVID-19 on the Company is being closely reviewed with the Management by
the Board from time to time. While this was a year of extreme economic challenges for the
world, a situation aggravated almost beyond measure by the unprecedented Covid-19
pandemic, thus it has effected the Revenue and Profitability of the Company during the
financial year.
The management is keeping a close watch on any likely impact of second wave of the
pandemic, which has recently receded and the apprehended outbreak of third wave. The
Corona Pandemic related restrictions imposed in Telangana and the fact that many of the
employees of the Company were directly affected by Covid-19 had severely hampered the
normal working of the office and delayed the finalisation of the financial statements.
The Covid-19 pandemic may have an extended impact, but this means opportunities as well
as challenges. The Board, through its engagement with the management, will guide the
Company in recalibrating its growth strategy to address these challenges and to make use
of the new opportunities.
7. ISSUE OF DEBENTURES:
During the financial year under review, Company has not issued and allotted any
Debentures.
8. ACQUISTIONS DURING THE YEAR:
During the financial year under review, Company has not made any Acquisitions.
9. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of your Company during the Financial
Year 2020-21.
10. DIRECTORS & KEY MANAGERIAL PERSONNEL:
10.1. Directors
The Board of Directors of your Company presently comprises of the following Directors:
Name of the Director |
Designation |
Venkata Krishna Rau Gogineni |
Chairman of the Board of Directors and Independent Director |
Suryanarayana Simhadri |
Independent Director |
Bandi Mohan Krishna |
Non-Executive Director |
Srinivasa Rao Paturi |
Non-Executive Director |
Suresh Atluri |
Non-Executive Director |
Vijay Kumar Deekonda |
Whole Time Director |
Sridevi Dasari |
Independent Director |
Ramesh Babu Nemani |
Independent Director |
Venkatesh Achanta (Resigned with effect from closing business hours of August 18,
2021) |
Independent Director |
Appointment of Mr. Venkata Krishna Rau Gogineni as an Independent Director of the
Company and Chairperson of the Board Meeting:
Mr. Venkata Krishna Rau Gogineni was appointed as an Additional (Independent) Director
w.e.f. February 04, 2021 until the conclusion of 38th Annual General Meeting of the
Company. Board of Director in their meeting convened on February 10, 2021, appointed Mr.
Venkata Krishna Rau Gogineni as Chairperson of the Board. Being eligible, Board recommends
to the members, Regularisation of Mr. Venkata Krishna Rau Gogineni as an Independent
Director of the Company for a period of 5 years w.e.f. February 04, 2021 at the ensuing
38th Annual General Meeting.
Appointment of Mr. Suryanarayana Simhadri as an Independent Director of the Company:
Mr. Suryanarayana Simhadri was appointed as an Additional (Independent) Director w.e.f.
February 04, 2021 until the conclusion of 38th Annual General Meeting of the Company.
Being eligible, Board recommends to the members, Regularisation of Mr. Suryanarayana
Simhadri as an Independent Director of the Company for a period of 5 years w.e.f. February
04, 2021 at the ensuing 38th Annual General Meeting.
Appointment of Mr. Bandi Mohan Krishna as Non-Executive Director:
Mr. Bandi Mohan Krishna was appointed as Additional (Non-Executive) Director w.e.f.
February 04, 2021 until the conclusion of 38th Annual General Meeting of the Company.
Being eligible, Board recommends to the members, Regularisation of Mr. Bandi Mohan Krishna
as Non-Executive Director of the Company w.e.f. February 04, 2021 at the ensuing 38th
Annual General Meeting, whose office shall be liable to retire by rotation.
Appointment of Mr. Srinivasa Rao Paturi as Non-Executive Director:
Mr. Srinivasa Rao Paturi was appointed as Additional (Non-Executive) Director w.e.f.
February 04, 2021 until the conclusion of 38th Annual General Meeting of the Company.
Being eligible, Board recommends to the members, Regularisation of Mr. Srinivasa Rao
Paturi as Non-Executive Director of the Company w.e.f. February 04, 2021 at the ensuing
38th Annual General Meeting, whose office shall be liable to retire by rotation.
Re-appointment of Mr. Suresh Atluri as Non-Executive Director:
Mr. Suresh Atluri was regularised as Non-Executive Director w.e.f. September 30, 2019
at the 37th Annual General Meeting, whose period of office is liable to determination by
retirement retires at 38th Annual General Meeting, being eligible for Re-appointment,
offers himself for Re-appointment as Non-Executive Director. Board recommends to the
members to approve Re-appointment of Mr. Suresh Atluri as Non-Executive Director.
Re-appointment of Mr. Vijay Kumar Deekonda as Whole Time Director:
Mr. Vijay Kumar Deekonda was Re-appointed as Whole Time Director for a period of 3
years w.e.f. October 01, 2020 at the 37th Annual General Meeting of the Company and his
period of office is not subject to retirement by rotation.
Re-appointment of Smt. Sridevi Dasari as an Independent Director of the Company for a
Second consecutive term of 5 years:
Smt. Sridevi Dasari (DIN:07512095) Independent Director of the Company, whose 1st term
of office has expired on 30th May, 2021 and has submitted a declaration confirming that
she meets the criteria of Independence as provided in Section 149(6) of the Act read with
the Listing Regulations, as amended from time to time and a declaration as required under
section 152(5) of the Act for Re-appointment for a second consecutive term of 5 years.
Board recommends reappointment as an Independent Director of the Company to hold office
for a second consecutive term of 5 years with effect from May 31, 2021 to May 30, 2026,
and that she shall not be liable to retire by rotation during this tenure.
Appointment of Mr. Venkatesh Achanta as an Independent Director of the Company
Appointment of Mr. Venkatesh Achanta as an Independent Director w.e.f. 30th September,
2019 was regularised at the 37th Annual General Meeting of the Company. Mr. Venkatesh
Achanta resigned from his office with effect from closing business hours of August 18,
2021.
Death of Mr. Majeti Venkatasesha Sridhar Kumar, Independent Director
Mr. Majeti Venkatasesha Sridhar Kumar, Independent Director demised on Tuesday,
November 24, 2020. The Company places on record its appreciation and gratitude for the
contribution made by Mr. Majeti Venkatasesha Kumar Sridhar during his tenure and conveys
deep sorrow and condolences to his family.
10.2. KEY MANAGERIAL PERSONNEL:
The following are the Key Managerial Personnel (KMP) of the Company pursuant to the
provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year
2020-21:
1. Mr. Vijay Kumar Deekonda - |
Whole Time Director and Chief Financial Offer |
2. Ms. Neha Dwivedi - |
Company Secretary and Compliance Officer (until 30.09.2020) |
3. Ms. Renuka Gunasekhar - |
Company Secretary and Compliance Officer (W.e.f 01.10.2020) |
11. BOARD COMMITTEES:
The three committees of the Board are Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee. The Committees of the Board focus on
certain specific areas and make informed decisions in line with the delegated authority.
Details of composition, terms of reference, number and dates of meetings held for
respective committees are given in the Report on Corporate Governance attached to this
Report.
12. NOMINATION AND REMUNERATION POLICY:
On the recommendation of the Nomination and Remuneration Committee, the Board has
adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and
other employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing
Regulations. The remuneration paid to Directors, Key Managerial Personnel and all other
employees is in accordance with the Remuneration Policy of the Company. The Nomination and
Remuneration Policy and other matters provided in Section 178(3) of the Act and Regulation
19 of SEBI Listing Regulations have been disclosed in the Corporate Governance Report,
which forms part of this Report.
13. DECLARATION BY INDEPENDENT DIRECTORS:
The independent Directors have submitted the declaration of independence, as required
pursuant to section 149 (7) of the Companies Act, 2013 stating that they meet the criteria
of independence as provided in sub section (6) of Section 149.
14. MEETINGS OF THE BOARD OF DIRECTORS DURING THE FY 2020-21:
During the financial year 2020-21, the Board of Directors of the Company, met 9 (Nine)
times on July 15, 2020, July 30, 2020, September 04, 2020, September 14, 2020, October 01,
2020, October 23, 2020, November 12, 2020, January 04, 2021 and February 10, 2021. The
maximum gap between two Board Meetings did not exceed 120 (one hundred twenty) days except
between last Board Meeting of the financial year 2019-20 i.e., March 05, 2020 and first
Board Meeting of financial year 2020-21 i.e., July 15, 2020, however the maximum gap
allowed between two Board Meetings was extended to 180 days vide MCA General Circular No.
11/2020 dated March 24, 2020.
15 .EMPLOYEE STOCK OPTION PLAN/ SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME:
The Company formulated two employee benefit plans, namely, Grandeur Employee Stock
Option Scheme II, 2016 (GPLEsOs II, 2016) and the Grandeur Employees Stock Purchase Scheme
2017" ("GPL-ESPS 2017") both are approved by the shareholders through
Postal Ballot dated 8th November, 2016 and at Extra Ordinary General Meeting held on 25th
March, 2017 respectively with an objective of enabling the company to retain talented
human resources by offering them the opportunity to acquire a continuing equity interest
in the Company, which will reflect their efforts in building the growth and the
profitability of the Company. The ESOP Plan is in compliance with the SEBI (Share Based
Employee Benefits) Regulations, 2014.
During the year under review, no changes were made in the above said schemes. Details
regarding the above mentioned schemes along with their status are annexed as
"Annexure- A" and forms part of this report.
Further certificate from Statutory Auditors, with respect to implementation of the
above Employee's Stock Option Schemes in accordance with SEBI Guidelines and the
resolution passed by the Members of the Company, would be placed before the Members at the
ensuing AGM.
16. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued
thereunder, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI
dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the Board has
carried out an annual evaluation of its own performance, performance of the Directors as
well as the evaluation of the working of its Committees.
The NRC has defined the evaluation criteria, procedure and time schedule for the
Performance Evaluation process for the Board, its Committees and Directors. In a separate
meeting, the Independent Directors evaluated the performance of Non-Independent Directors
and performance of the Board as a whole. They also evaluated the performance of the
Chairman taking into account the views of Executive Directors and Non-Executive Directors.
The NRC reviewed the performance of the Board, its Committees and of the Directors.
17. STATUTORY AUDITORS:
M/s Ramasamy Koteswara Rao & Co, Chartered Accountants, who were appointed as the
statutory auditors of the company at the 36th Annual General Meeting (AGM) held on 30th
September, 2019, to hold office as such till the conclusion of the 41st Annual General
Meeting of the Company.
The Statutory Auditor shall continue to hold the office as such for the ensuing
financial year.
The Audit Report issued by the Statutory Auditors for the financial year ended March
31, 2021 forms part of this Report. There are no qualifications, reservations or adverse
remarks made by the Statutory Auditors which requires explanation or comments from the
Board.
18. INTERNAL AUDITORS
The Board of Directors based on the recommendations of the Audit Committee have
re-appointed M/s NSVR & Associates, Chartered Accountants, Hyderabad as the Internal
Auditors of your Company. The Internal Auditors are submitting their reports on quarterly
basis.
19. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) rules, 2014, the Board of Directors
have appointed Smt. N. Vanitha, Company Secretary in Practice (C.P.No.10573) as
Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year
ended March 31, 2021. The Secretarial Audit Report issued by Smt. N. Vanitha, Company
Secretary in Practice in Form MR-3 is annexed to this Board's Report as "Annexure -
B". The Secretarial Auditors Report does not contain any qualifications, reservation
or adverse remarks.
Further, pursuant to provisions of Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), Tierra
Agrotech Private Limited ("TAPL") is a Material subsidiary of your Company in
terms of Regulation 16(1)(c) of the Listing Regulations. The Secretarial Audit Report
submitted by the Secretarial Auditors of TAPL is also annexed herewith as "Annexure-
C" to this Board's Report.
20. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
During the year under review, the Company has complied with secretarial standards
issued by the Institute of Company Secretaries of India on Board Meetings and Annual
General Meetings.
21. MAINTENANCE OF COST RECORDS:
The maintenance of Cost records as specified by the central government under
sub-section (1) of section 148 of the Companies' act, 2013, is not applicable on our
Company.
22. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
22.1. Subsidiary Companies:
Your Company has the following subsidiaries [as defined under Section 2(87) of the
Companies Act, 2013] during the Financial Year 2020-21: -
a. Tierra Agrotech Private Limited: (A Wholly-Owned Subsidiary of your Company
throughout the Financial Year 2020-21)
b. Tierra Seed Science Private Limited: (A Wholly-Owned Subsidiary of your Company
throughout the Financial Year 2020-21).
22.2. Joint Venture Company:
Tierra Agrotech Private Limited, Wholly Owned Subsidiary of the Company has entered in
to a Joint Venture agreement in July, 2017 with IDEN Biotechnology S.L. a Spanish Limited
Liability Company organized under the laws of Spain, with its head office located at
Cordovilla (Navarra) Spain. Pursuant to the Joint Venture Agreement, a Joint venture
company named TIDAS Agrotech Private Limited was incorporated under the laws of Companies
Act, 2013 on 9th August, 2017 situated in Hyderabad.
23.DISCLOSURES AS PER THE COMPANIES (ACCOUNTS) RULES, 2014:
Particulars |
Remarks |
1. Change in Nature of Business, if any |
None |
2. Details of Directors / Key Managerial Personnel (KMP) who were appointed or have
resigned during the Financial Year 2020-21
Sr. No. Name of Director |
Date of Appointment/Resignation |
a) Mr. Srinivasa Rao Paturi, Director |
Appointment on February 04, 2021 |
b) Mr. Suryanarayana Simhadri, Director |
Appointment on February 04, 2021 |
c) Mr. Bandi Mohan Krishna, Director |
Appointment on February 04, 2021 |
d) Mr. Venkata Krishna Rau Gogineni, Director |
Appointment on February 04, 2021 |
e) Mr. Majeti Venkata Sesha Sridhar Kumar, Director |
demised on November 24, 2020 |
f) Ms. Neha Dwivedi, Company Secretary and Compliance Officer |
Resigned on September 30, 2020 |
g) Ms. Renuka Gunasekhar, Company Secretary and Compliance Officer |
Appointment on October 01, 2020 |
3. Names of Companies which have become or have ceased to be its Subsidiaries, Joint
Ventures or Associate Companies during the Financial Year 2020-21 |
No Company has become or ceased to be its Subsidiaries, Joint Ventures or Associate
Companies during the Financial Year 2020-21 |
4. Details of Deposits covered under Chapter V of the Companies Act, 2013 |
(i) Accepted during the year: Nil |
|
(ii) Remained unpaid or unclaimed during the year: Nil |
|
(iii) Whether there has been any default in repayment of deposits or payment of
interest thereon during the year and if so, number of such cases and total amount
involved: |
|
a. At the beginning of the year: Nil |
|
b. Maximum during the year: Nil |
|
c. At the end of the year: Nil |
|
(iv) Details of Deposits which are not in compliance with the requirements of Chapter
V of the Companies Act, 2013: None |
5. Details of Significant and Material Orders passed by the Regulators or Courts or
Tribunals, impacting the going concern status and the Company's operations in future |
No significant and material orders have been passed by the regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future. |
6. Details in respect of Adequacy of Internal Financial Controls with reference to the
Financial Statement |
Adequate internal control checks are available in the opinion of the Board of
Directors. |
24. INTERNAL FINANCIAL CONTROLS
Your Company is committed to constantly improve the effectiveness of internal financial
controls and processes for efficient conduct of its business operations and timely
preparation of reliable financial information. In the opinion of the Board, the internal
financial control system of the Company commensurate with the size, scale and operations
of the Company.
The Internal Controls over Financial Reporting are routinely tested and certified by
Statutory as well as Internal Auditors. The Audit Committee reviews the adequacy and
effectiveness of the Company's internal control environment and monitors the
implementation of audit recommendations, including those relating to strengthening of the
Company's risk management policies and systems.
Further, the internal financial controls with reference to the Financial Statements are
adequate in the opinion of the Board of Directors and were operating effectively.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
As required to be reported pursuant to the provisions of Section 186 and Section
134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments
by the Company under the aforesaid provisions during the Financial Year (F.Y.) 2020-21
have been provided in the Notes to the Standalone Financial Statements.
26. RELATED PARTY TRANSACTIONS:
Related Party Transactions and particulars of contracts or arrangements with related
parties
ALL the related party transactions that were entered during the financial year were on
an arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large.
The Company has developed a Policy on Related Party Transactions for the purpose of
identification and monitoring of such transactions.
None of the transactions with related parties falls under the scope of section 188(1)
of the Companies Act, 2013. Particulars of contracts or arrangements with related parties
pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 are provided in 'Annexure - DRs.In Form AOC-2 and forms part of this report.
The policy on Related Party Transactions as approved by the Board is uploaded on the
website of the Company and the web Link is
https://www.grandeurproducts.com/investors-reLation/poLicies/PoLicy%20for%20
ReLated%20party%20transaction.pdf
Disclosure under Regulation 34(3) read with Schedule V of the Listing Regulations
Related Party disclosure as per Schedule V of the Listing Regulations
S. No In the accounts of |
Particulars |
Amounts at the year ended 2020-21 |
Maximum Amount outstanding during the year 2020-21 |
1 Grandeur Products Limited (Holding Company) |
(i) Loans/advances to subsidiaries Tierra Agrotech Private Limited Tierra Seed
Science Private Limited (Wholly Owned Subsidiaries) |
34,17,71,960 |
34,17,71,960 |
|
(ii) Loans/advances to associates |
- |
- |
|
(iii) Loans/advances to firms/ companies in which Directors are interested |
|
|
2 Grandeur Products Limited (Holding Company) |
Investment by the Loanee in the shares of parent company/ subsidiary company when the
company has made a loan or advance |
Not applicable |
Not applicable |
During the Financial Year 2020-21, there are no material significant Related Party
Transactions entered into by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the
interest of the Company. None of the Directors have any pecuniary relationships or
transactions vis-a-vis the Company. The information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 a is annexed as Annexure-D in Form No. AOC-2 and forms part of this report.
27. DEPOSITS:
During the year under review, the Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force).
28. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed thereunder. The policy aims to provide
protection to Employees at the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where Employees feel secure.
The Company has not received any complaint on sexual harassment during the year.
29. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act, 2013 read with applicable rules
related to Corporate Social Responsibility is not applicable to Company for the Financial
Year 2020-21.
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Board of Directors has adopted the Whistle Blower Policy, which is in compliance
with Section 177(10) Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations
2015 to report genuine concerns or grievances. The Whistle Blower Policy has been posted
on the website of the company at www.grandeurproducts. com
31. RISK MANAGEMENT:
The Risk Management is overseen by the Audit Committee of the Company on a continuous
basis. The Committee oversees Company's process and policies for determining risk
tolerance and review management's measurement and comparison of overall risk tolerance to
established levels. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous basis. Board has
constituted the Risk Management Committee on August 12, 2021 to comply with provisions of
Listing regulations.
32. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts for the Financial Year 2020-21, the
applicable accounting standards have been followed and there are no material departures;
ii. 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
or loss of the company for that period;
iii. they have taken proper and sufficient care to the best of their knowledge and
ability for the maintenance of adequate accounting records in accordance with the
provisions of the Act. They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. they have prepared the annual accounts for the Financial Year 2020-21 on a going
concern basis;
v. they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating properly; and
vi. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
33. REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of the Act and the rules made thereunder.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Information on conservation of energy, technology absorption, foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-E and forms part
of this report.
35. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9
is annexed herewith as Annexure-F to this report and the same is uploaded on the website
of the Company i.e www.grandeurproducts.com
36. MANAGEMENT DISCUSSION & ANALYSIS:
Management's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate
section forming part of the Annual Report.
37. CORPORATE GOVERNANCE:
Your Company is in compliance with all the applicable provisions of Corporate
Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on
Corporate Governance as required under the Listing Regulations is provided in a separate
section and forms part of the Annual Report.
Smt. N. Vanitha, Practicing Company Secretary, Hyderabad, has certified the Company's
compliance of the requirements of Corporate Governance in terms of Regulation 34 of the
Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate
Governance.
38. BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report as per Regulation 34 of the Listing Regulations,
detailing various initiatives taken by the Company on the environmental, social and
governance front forms an integral part of this Annual Report.
39. HUMAN RESOURCES:
The Company's HR policies and procedures are designed to recruit and retain the best
talent to support the operations of your Company and to align the interest of employees
with the long term organisational goals.
40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no instances of significant and material orders passed by the regulators or
Courts or Tribunals that can adversely affect the going concern status of the Company and
its operations in future.
41. AMALGAMATION OF GRANDEUR PRODUCTS LIMITED WITH TIERRA AGROTECH PRIVATE LIMITED:
The members may note that pursuant to a Scheme of Amalgamation, it is proposed to merge
Grandeur Products Limited (Transferor Company) with Tierra Agrotech Private Limited
(Transferee Company). The transferee Company, being a wholly owned subsidiary of
Transferor Company, there would not be issue of any fresh shares towards consideration for
the said merger. Further, the said Scheme, upon approval by the Board of Directors of both
the Companies, has received the requisite approvals of the Creditors and members of
respective Companies. Necessary intimations have also been made to the Stock Exchange
(BSE) and other regulatory authorities in this regard. Further, the Company has not
received any Objections from any authority / department, till date. The final petition,
seeking approval to the said Scheme has been filed with the Hon'ble National Company Law
Tribunal, Hyderabad Bench at Hyderabad and is pending for its disposal.
42. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
AFTER MARCH 31, 2021:
Save and except the proposed merger, which was initiated during the FY 2020-21 and is
in progress during the current FY, and the uncertain impact of Covid -19, as discussed
elsewhere in this Report, there were no material changes and commitments affecting the
financial position of the Company that have occurred between the end of the Financial Year
2020-21 of the Company and the date of the report.
43. MANAGERIAL REMUNERATION & REMUNERATION PARTICULARS OF EMPLOYEES:
The remuneration paid to Directors and Key Managerial Personnel and the employees of
the Company during the Financial Year 2020-21 was in accordance with the Nomination and
Remuneration Policy of the Company. Disclosures with respect to the remuneration of
Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
has been appended as "Annexure - G" and forms part of this report.
44. LISTING OF EQUITY SHARES:
The Company's equity shares are listed on BSE Limited, Phiroze JeeJeebhoy Towers, Dalai
Street, Mumbai-400 001, Maharashtra, India.
The Company has paid the Annual Listing Fees to the said Stock Exchanges for the
Financial Year 2021-22.
45. POLICY ON MATERIAL SUBSIDIARIES:
The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as approved by the Board is uploaded on the website of the
Company and the web link is https://
www.grandeurproducts.com/investors-reiation/poiicies/Poiicy%20for%20Determining%20Materiai%20
Subsidiaries.pdf
46. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not appiicabie.
47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR:
Neither any application was made nor are any proceedings pending under the IBC, 2016
during the year ended on March 31, 2021.
48. CAUTIONARY STATEMENT:
Statements in the Director's Report and the Management Discussion and Anaiysis Report
describing the Company's objectives, projections, expectations, estimates or forecasts may
be forward-iooking within the meaning of appiicabie iaws and reguiations. Actuai resuits
may differ substantiaiiy or materiaiiy from those expressed or impiied therein due to
risks and uncertainties. Important factors that couid influence the Company's operations,
inter aiia, inciude input avaiiabiiity and prices, changes in government reguiations, tax
iaws, economic, poiiticai deveiopments within the country and other factors such as
iitigations and industrial reiations.
49. ACKNOWLEDGEMENTS:
Your Directors place on record their sincere appreciation for the dedication, hard work
and commitment of the employees at all levels and their significant contribution to your
Company's operations.
Your Directors thank the Banks, Financial Institutions, Government Departments and
Shareholders and look forward to having the same support in all our future endeavors.
|
For and on behalf of the Board of Directors |
|
sd/- |
Date: 24th August, 2021 |
Vijay Kumar Deekonda Whole Time Director & Chief Financial Offecer |
Place: Hyderabad |
(DIN:06991267) |
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