Corporate Information Vijay Kumar Deekonda Majeti Venkatasesha Sridhar Kumar Sridevi Dasari Ramesh Babu Nemani Suresh Atluri Venkatesh Achanta Audit Committee Ramesh

Corporate Information

Vijay Kumar Deekonda

Majeti Venkatasesha Sridhar Kumar

Sridevi Dasari

Ramesh Babu Nemani

Suresh Atluri

Venkatesh Achanta

Audit Committee

Ramesh Babu Nemani

Sridevi Dasari


Nomination and Remuneration Committee


Ramesh Babu Nemani

Sridevi Dasari

Stakeholders Relationship Committee


Ramesh Babu Nemani


Corporate Identification Number (CIN)

Registered Office

Company Secretary & Compliance Officer

Chief Financial Officer

Share Registrars and Transfer Agents

Statutory Auditors

Internal Auditors

Secretarial Auditors

-Chairman & Whole Time Director

-Independent Director



-Non-Executive Director (w.e.f 30.09.2019)

-Independent Director (w.e.f 30.09.2019)

-Chairman

-Member

-Member

-Chairman

-Member

-Member

-Chairman

-Member

-Member

: L15500TG1983PLC110115

: H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur,

Hyderabad, Telangana-500033, Phone: 040-48526655.

Email: [email protected]

: Neha Dwivedi (w.e.f 01.01.2020)

: Vijay Kumar Deekonda

: Venture Capital and Corporate Investments Private Limited.

12-10-167, Bharat Nagar, Hyderabad - 500018.

Phone : 040-23818475, Email: info/dvcciIindia.com

: M/s. Ramasamy Koteswara Rao and Co LLP, #8-2-293/82/Jlll/573/M,

1st Floor, Road No.82, Jubilee Hills, Hyderabad, Telangana - 500096.

: M/s NSVR & Associates LLP, Chartered Accountants

Flat No, 201, Nestcon Gayatri, Plot No. 28, Road No. 10,

Banjara Hills, Hyderabad-500034.

: Mrs. N. Vanitha

Practicing Company Secretary

: State Bank of India & Axis Bank Bankers

Page 1

mailto:[email protected]

R E P 0 R T

2019-20

NOTICE OF ANNUAL GENERAL MEETING (AGM) & EXPLANATORY STATEMENT

ANNUAL

Page 2

GRANDEUR PRODUCTS LIMITED Registered Office: H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad,

Telangana-500033 | Tel: 040-48526655 | E-mail: [email protected] |

Website: www.grandeurproducts.com|CIN: L15500TG1983PLC110115

NOTICE OF 37th ANNUAL GENERAL MEETING

Notice is hereby given that the 37th Annual General Meeting of the Members of GRANDEUR PRODUCTS

LIMITED will be held at 10:00 A.M. on Wednesday, 30th September, 2020 at the Registered office of

the Company at # 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad – 500033,

Telangana, India to transact the following items of businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt Audited Financial Statements (including Standalone and

Consolidated) of the Company for the Financial Year ended 31st March, 2020 and the Reports of

the Board of Directors and the Statutory Auditors thereon, including Annexures thereto;

SPECIAL BUSINESS:

2. To approve the re-appointment and remuneration of Mr. Vijay Kumar Deekonda (DIN 06991267),

as Whole Time Director of the Company.

To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special

Resolution:

“RESOLVED THAT pursuant to provisions of Section 196, 197, 198, 203 read with Schedule V and other

applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder including

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any

statutory modification(s) or re-enactment thereof, for the time being in force) thereof, the relevant

provisions of the Articles of Association of the Company and all applicable guidelines issued by the

Central Government from time to time and subject to such other approvals, as may be necessary, the

consent of Members of the Company, be and is hereby accorded to the reappointment of Mr. Vijay

Kumar Deekonda (DIN 06991267), as Whole Time Director designated as Chairman of the Company for

the period and upon the following terms and conditions including remuneration with further liberty

to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be

deemed to include any Committee constituted / to be constituted by the Board) from time to time to

alter the said terms and conditions of appointment and remuneration of Mr. Vijay Kumar Deekonda in

the best interests of the Company and as may be permissible at law, viz.:

A. Period: 3 years w.e.f. 1st October, 2020 with the liberty to either party to terminate the appointment on

three months’ notice in writing to the other.

B. i. Remuneration: Gross Salary: Rs. 1,15,000 (Rupees One Lakh Fifteen Thousand) per month with such

increments as the Board may decide from time to time.

ii. Allowances- Conveyance Allowance.

C. The aggregate of the remuneration and perquisites as aforesaid, in any financial year, shall not exceed

the limit set out under Sections 197 and 198 read with Schedule V and other applicable provisions of

the Companies Act, 2013 or any statutory modifications or re-enactments thereof for the time being in

force, or otherwise as may be permissible at law.

Provided that where, in any financial year, the Company has no profits or its profits are inadequate, the

Company shall pay the above salary and allowances and provide the perquisites and other amenities as

aforesaid to the Whole-time Director as and by way of minimum remuneration, subject to the applicable

Page 3


http://www.grandeurproducts.com/

provisions of Schedule V of the Act and the approval of the Central Government, if required, or any other

approvals as may be required under law.

D. So long as Mr. Vijay Kumar Deekonda functions as the Whole-time Director of the Company, his

office shall not be subject to retirement by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorized to

vary, alter or modify the different components of the above-stated remuneration as may be agreed to

between the Board of Directors and Mr. Vijay Kumar Deekonda, Whole Time Director of the Company.

“RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized to

do all such acts, deeds and things and execute all such documents, instruments and writings as may

be required and to delegate all or any of its powers herein conferred to any Committee of Directors or

Director(s) to give effect to the aforesaid resolution”.

3. Appointment of Mr. Suresh Atluri as Non-Executive Director.

To consider and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152, 161 and any other applicable

provisions of the Companies Act, 2013 (Act), Companies (Appointment and Qualification of Directors)

Rules, 2014, as amended from time to time and Regulation 17 and other applicable provisions of the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in

force), Mr. Suresh Atluri (DIN 05154267), who was appointed as an Additional Director of the

Company, by the Board of Directors in their meeting held on 30th September, 2019 as per Section

161(1) of the Companies Act, 2013 and who holds his office as such upto the date of this Annual

General Meeting, be and is hereby appointed as Non-Executive Director of the Company, whose office

shall be liable to retire by rotation.

4. Appointment of Mr. Venkatesh Achanta (DIN 07891675), as an Independent Director of the Company:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 161 and any other applicable

provisions of the Companies Act, 2013 (“Act”), Companies (Appointment and Qualification of Directors)

Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in

force), as amended from time to time, Venkatesh Achanta (DIN 07891675), who was appointed as an

Additional (Independent) Director of the Company w.e.f. 30th September, 2019 per Section 161(1) of

the Companies Act, 2013 and who holds office only upto the date of this Annual General Meeting

and who has submitted a declaration that he meets the criteria for independence as provided in section

149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent

Director of the Company for a period of five consecutive years with effect from 30th September,

2019.”

By order of the Board of Directors

For Grandeur Products Limited

Place: Hyderabad sd/-

Date: 4th September, 2020 Neha Dwivedi


Page 4

NOTES FOR MEMBERS:

a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY

TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF ON A POLL AND SUCH PROXY NEED NOT BE

A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding 50

(fifty) and holding in the aggregate not more than 10 (ten) percent of the total share capital of the Com-

pany carrying voting rights. A member holding more than 10 (ten) percent of the total share capital of

the Company carrying voting rights may appoint a single person as proxy and such person cannot act

as a proxy for any other person or shareholder.

The instrument of proxy in order to be effective, should be deposited at the registered office of the Com-

pany, duly completed and signed, not less than 48 hours before the commencement of the meeting. A

proxy form is sent herewith.

Corporate Members intending to send their Authorized Representative(s) to attend the AGM, pursuant

to Section 113 of the Act, are requested to send to the Company, a certified true copy of the Board Res-

olution together with the respective specimen signatures of those representative(s) authorized under

the said resolution to attend and vote on their behalf at the AGM. In case of joint holders attending the

AGM, only such joint holder who is higher in the order of names shall be entitled to vote.

b) The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘the Act’) in

respect of the business under item nos. 2, 3 and 4 set out above and the relevant details of the Director

seeking re-appointment at this Annual General Meeting in respect of business under item nos. 2, 3 and

4 as required under Regulations 26(4) and 36(3) of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and Secretar-

ial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘Secretarial

Standard’) in respect of Directors seeking appointment/re-appointment at the Annual General Meeting

are furnished in the Annexure and forms part of the Notice. The Directors have furnished the requisite

consent / declaration for their appointment / re-appointment.

c) Members may also note that the Notice of the 37th Annual General Meeting is available on the

Company’s website i.e www.grandeurproducts.com. All documents referred to in the accompanying

Notice and the Statement pursuant to Section 102(1) of the Companies Act, 2013 shall be open for

inspection in electronic mode by the Members by writing an e-mail to the Company Secretary at

[email protected]

In compliance with the General Circular Nos. 14/2020, 17/2020 and 20/2020 dated 8th April, 2020, 13th

April, 2020 and 5th May, 2020 respectively issued by Ministry of Corporate Affairs (MCA), Government

of India and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, Notice of the

AGM along with Annual Report 2019-20 is being sent only through electronic mode to those Members

whose e-mail addresses are registered with the Company / Depository Participants. Members may note

that the Notice and the Annual Report 2019-20 will also be available on the Company’s website at www.

grandeurproducts.com, on the website of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and

on the website of CDSL i.e www.evotingindia.com

To support ‘Green Initiative’, members who have not registered their email addresses are requested to

register the same with the Company’s Registrar and Share Transfer Agent/ their Depository Participants

in respect of shares held in physical/electronic mode respectively.

d) Members/Proxies are requested to bring their copies of the Annual Report to the AGM and the

Attendance slip duly filled in for attending AGM.

e) Members are requested to send all their documents and communications pertaining to shares to

Venture Capital and Corporate Investments Pvt. Ltd, Share Transfer Agent of the Company at their

address 12-10-167, Bharat Nagar, Hyderabad-500018 Telephone No. 040-23818475 /23818476

/23868023, for both physical and demat segments of Equity Shares.

Page 5


http://www/

http://www.bseindia.com/

http://www.evotingindia.com/

f) Members seeking any information or clarification on the accounts are requested to send queries in

writing to the Registered Office of the Company, at least one week before the date of the meeting.

Replies will be provided in respect of such written queries at the meeting.

g) The Securities and Exchange Board of India (‘SEBI’) has mandated the transfer of securities to be carried

out only in dematerialised form (except in case of transmission or transposition of securities) effective

from 1st April, 2019. Accordingly, requests for physical transfer of securities of listed entities shall not be

processed from 1st April, 2019 onwards. In view of such amendment and in order to eliminate the risks

associated with physical holding of shares, Members who are holding shares in physical form are hereby

requested to dematerialise their holdings.

h) Members who hold shares in physical form can nominate a person in respect of all the shares held by

them singly or jointly. Members who hold shares in single name are advised, in their own interest to avail

the nomination facility. Members holding shares in dematerialized form may contact their respective

depository participant(s) for recording nomination in respect of their shares

i) Members holding shares in identical order of names in more than one folio are requested to write to

the Company’s Registrar and Transfer Agent enclosing their share certificates to enable consolidation of

their shareholdings in one folio.

j) Members holding Shares in physical form may write to the Registrar & Share Transfer Agents (RTA) for

any change in their address and bank mandates; members having shares in electronic form may inform

the same to their depository participants immediately.

k) The register of members and Share Transfer Books of the Company will remain closed from Wednesday,

23rd September, 2020 to Wednesday, 30th September, 2020 both days inclusive for annual closing.

l) Pursuant to Section 108 of the Companies Act, 2013 and the rules framed there under and Regulation

44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company is

provided the facility to its members holding shares in physical or dematerialized form as on the cut-off

date, i.e., 23rd September 2020, to exercise their right to vote by electronic means on any or all of the

agenda items specified in the accompanying Notice of Annual General Meeting. The E-voting period

commences on Sunday, the 27th day of September 2020 at 9.00 A.M. and ends on Tuesday, the

29th day of September 2020 at 5.00 P.M. The detailed instructions for E-voting are given as a separate

attachment to this notice.

m) Attendance Slip, Proxy Form and the Route Map showing directions to reach the venue of the AGM are

annexed hereto.






Page 6

ANNEXURE TO THE NOTICE OF THE 37TH (THIRTY SEVENTH) ANNUAL GENERAL MEETING (AGM) OF

GRANDEUR PRODUCTS LIMITED

EXPLANATORY STATEMENT

(PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)

Item No: 2

Pursuant to the provisions of Sections 196, 197,198, 203 and other applicable provisions, read with Schedule

V of the Companies Act, 2013 and the Rules made thereunder and as recommended by the Nomination and

Remuneration Committee of the Board, and subject to the approval of the shareholders, the Board of Directors

at its meeting held on 4th September, 2020 appointed Mr. Vijay Kumar Deekonda (DIN 06991267) as the

Whole-time Director of the Company with effect from 1st October, 2020, for a period of three years.

Mr. Vijay Kumar Deekonda aged about 56 years holds a Bachelor’s degree in Commerce (Hons.) and he is also

a Law Graduate. He has 30 years of experience in Finance & Accounts.

Mr. Vijay Kumar Deekonda (DIN 06991267) has been associated with the Company and during such association,

he has also served in the position of Chief Financial Officer of the Company. Mr. Vijay Kumar Deekonda will

continue to discharge the functions of a Chief Financial Officer. He is not related to any other Director of the

Company.

Considering his association with the Company and adequate experience, the Board recommends confirmation

of the Re-appointment of Mr. Vijay Kumar Deekonda as Whole-time Director of the Company for a period of

Three years with effect from 1st October, 2020 on the terms as to remuneration, allowances etc. as set out in

the resolution being item No.4 of the accompanying Notice subject to the approval of the Central Government

required, if any, or any other approval as may be required under law.

The Company has inadequate profit as per the latest audited account as at 31st March, 2020 on account of

increase in the interest burden and other expenses. Consequently, out of abundant caution and in view of the

relevant extant provisions of law relating to managerial remuneration, the Company is complying with the

provisions of Section II of Part II of Schedule V of the Companies Act, 2013 which prescribes that in case of no

profits or inadequate profits, the remuneration can be paid within the limits arrived at in accordance with the

requirements of the said section II, subject to the following:-

(i) The payment of remuneration is approved by a resolution passed by the Board and also by the Nomination

and Remuneration Committee of Directors.

(ii) There is no default in repayment of any of its debts or interest payable thereon.

(iii) A special resolution has been passed at a general meeting of the Company.

The Nomination and Remuneration Committee at its meeting held on 4th September, 2020 has already

approved the re-appointment and remuneration payable to Mr. Vijay Kumar Deekonda, Whole-time Director

of the Company. Further, the Company has not made any default in repayment of any of its debts or interest

payable thereon.

Mr. Vijay Kumar Deekonda doesn’t hold any directorship in other listed entities.

The Board recommends the Special Resolution set out at Item No.2 of the accompanying Notice for the

approval by the Shareholders.

Except Mr. Vijay Kumar Deekonda, being the appointee, none of the other Directors / Key Managerial Personnel

/ their relatives is in any way, concerned or interested, financially or otherwise in the Resolution set out at Item

No.2 of the Notice.

The specified information while seeking approval/consent of the shareholders as required under Schedule V

is listed out herein below:

Page 7

I. General Information :

1. Nature of Industry Other Agricultural Products

2. Date or expected date of commencement of

commercial production.

1st January, 1983

3. In case of new companies, expected date of

commencement of activities as per project approved

by financial institutions appearing in the prospectus

Not Applicable

4. Financial performance based on given indicators As per audited financial results for the year

( Rs.in Lakhs)

Particulars 2019-20 2018-19 2017-18

Total Revenue from Operations (Net) 3.42 380.20 9.08

Other Income 2.87 15.01 62.80

Total Revenue 6.29 395.21 71.88

Total Expenses 110.51 128.54 49.50

Profit before Taxation (170.35) 48.55 (43.23)

Tax Expenses/(Income) including Deferred tax (0.48) 23.57 (11.12)

5. Foreign investments or collaborators, if any: NIL

II. Information about the Appointee:

1. Background details Mr. Vijay Kumar Deekonda aged about

56 years holds a Bachelor’s degree in

Commerce and he is also a Law Graduate.

He has 30 years of experience in Finance &

Accounts and has rich experience about the

affairs of the Company.

2. Past remuneration His past remuneration was Rs. 13,80,000

per annum

3. Recognition or awards NIL

4. Job profile and his suitability His job involves diverse fields which

includes Finance and Taxation. Further,

the Whole Time Director is entrusted with

the powers and authority to manage the

affairs of the Company subject to

superintendence, direction and control of

the Board of Directors. He has a vast

experience in Finance & Accounts and

Corporate management and possesses all

required competencies.

5. Remuneration proposed As mentioned in the resolution.

Page 8

6. Comparative remuneration profile with respect

to industry, size of the company, profile of the

position and person

In the past few years, the remuneration of

Senior Executives in the industry in general

has gone up manifold. The remuneration

proposed to be paid to the Whole-time

Director is purely based on merit.

Further, the Nomination and Remuneration

Committee constituted by the Board,

perused the remuneration of managerial

person in other companies comparable

with the size of the Company, industry

benchmarks in general, profile and

responsibilities of Mr. Vijay Kumar Deekonda

before approving the remuneration as

proposed hereinabove.

7. Pecuniary relationship directly or indirectly with the

company or relationship with the managerial

personnel, if any

Besides the remuneration proposed, Mr.

Vijay Kumar Deekonda does not have any

pecuniary relationship with the Company

either by serving as Whole Time Director

and Chief Financial Officer. There are no

managerial personnel related to him.

III. Other Information:

Reasons of loss or inadequate profits Due to the increase in the interest burden

because of charge of interest to revenue

account on Debentures issued by the

Company.

Steps taken or proposed to be taken for improvement Steps taken or proposed to be taken for

improvement

Expected increase in productivity and profits in

measurable terms

The Company is very conscious about

improvement in productivity and will

undertake measures to improve it. However,

it is extremely difficult in the present scenario

to predict profits in measurable terms.

IV. Disclosures

1. The remuneration package proposed to be given to Mr. Vijay Kumar Deekonda is as per the details

given in the resolution. The Report on Corporate Governance in the Annual Report indicates

the remuneration paid to the managerial personnel as well as to all other Directors. There is no

severance fee or stock option in the case of the aforesaid managerial personnel. The respective

tenure of the aforesaid managerial personnel shall be governed by the resolutions passed by the

Shareholders in General Meetings with a notice period of three months by either side.

2. Mr. Vijay Kumar Deekonda is not holding securities of the Company. Further he was not related to

any Director or Promoter of the Company at any time during the period of two years prior to his

appointment as a Whole-time Director.

Page 9

Item No. 3

With a view to realign the constitution of the Board of Directors in line with the Listing Regulations, as amended, based on the recommendation of the Nomination and Remuneration Committee, it was proposed to appoint Mr. Suresh Atluri as a Non-Executive Director of the Company. Further, the Board of Directors appointed Mr. Suresh Atluri as Additional Director (Non-Executive) in their Meeting held on 30th September, 2019, who holds his office as such upto the date of ensuing AGM. Mr. Suresh Atluri is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. Pursuant to the provisions of Section 152 of the Companies Act, 2013, any such proposal requires approval of members in their General Meeting.

Brief profile of Mr. Suresh Atluri

Mr. Suresh Atluri has over two and half decades of proven experience in the agribusiness space. He held several leadership positions across functions in multinational companies like Syngenta. Emergent Genetics, Monsanto and Advanta. His core strengths are in Marketing. Sales, Corporate Strategy and International Business. He has a rich experience in managing Global Business and was a member of Global Management Committee in Advanta. He holds Honours Degree in Agriculture from College of Agriculture, Allahabad and has undergone several management training programmes.

He is not related to any of the Directors of the Company. He is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

Item No. 4

In accordance with the provisions of Section 149 read with Schedule III to the Companies Act, 2013, appointment of an Independent Director requires approval of members. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have proposed that Mr. Venkatesh Achanta, be appointed as an Independent Director of the Company.

The Board of Directors, at its meeting held on 30th September, 2019 have appointed Mr. Mr. Venkatesh Achanta as an Additional (Independent) Director, on the Board of the Company pursuant to the provisions of Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules.

Brief profile of Mr. Venkatesh Achanta:

Mr. Venkatesh Achanta is an associate member of Institute of Company Secretaries of India (ICSI). He has also obtained degree in Bachelor of Commerce and Law. He is working as a Company secretary and got good professional experience and exposure of dealing in various corporate Issues.

Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Venkatesh Achanta is appointed as an Independent Director of the Company. Mr. Venkatesh Achanta is not disqualified from being appointed as Directors in terms of Section 164 of the Act and have given their consent to act as Director. The Company has received notices in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mr. Venkatesh Achanta for the office of Independent Director of the Company.

The Company has also received declaration from Mr. Venkatesh Achanta that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under the Listing Regulations. In the opinion of the Board, Mr. Venkatesh Achanta fulfils the conditions for appointment as Independent Directors as specified in the Act and the Listing Regulations.

Details of Mr. Venkatesh Achanta whose appointment as Independent Director is proposed at Item No. 4, are provided in the “Annexure” to the Notice pursuant to the provisions of (i) the Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

Except Mr. Venkatesh Achanta, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 4. The Board recommends the Resolution set forth in Item No. 4 for approval of the Members.

Page 10

Details of Directors seeking appointment/re-appointment at the 37th Annual General Meeting

[Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015]

Name of Director Vijay Kumar Deekonda

DIN 06991627

Date of Birth 13/09/1963

Age (in Years) 56 years

Nationality Indian

Date of Appointment 01/10/2017

Qualifications B. Com (Hons), LLB

Expertise in specific functional area He has an experience of about a decade in the

field of legal matters and around 25 Years of

experience in the infrastructure business.

Number of Board Meetings attended

during the Financial Year 2019-20

10 of 10

Relationship between Directors inter-se* None

No. of Shares held in the Company Nil

List of other Companies in which Directorship held

as on 31st March, 2020 (excluding foreign,

private and Section 8 Companies)

Nil

Chairperson/Member of the Committees of the Board

of other Companies in which he is a Director

as on 31st March, 2020

Nil

* Under the Companies Act, 2013.

Page 11


[Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015]

Name of Director Suresh Atluri

DIN 05154267


Age (in Years) 60 years

Nationality Indian


Qualifications He holds Honours Degree in Agriculture

from College of Agriculture, Allahabad

Expertise in specific functional area Mr. Suresh Atluri has over two and half

decades of proven experience in the

agribusiness space. He held several

leadership positions across functions in

various multinational Companies.

His core strengths are in Marketing, Sales,

Corporate Strategy and International Business.

He has a rich experience in managing Global

Business.



5 of 5


No. of Shares held in the Company 22,55,000




Nil




Nil


Page 12


[Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015]

Name of Director Venkatesh Achanta

DIN 07891675


Age (in Years) 29

Nationality Indian


Qualifications Mr. Venkatesh Achanta is an associate member

of Institute of Company Secretaries of India.

He has also obtained degree in Bachelor of

Commerce and Law. d

Expertise in specific functional area He is working as a Company secretary and has

got good professional experience and expo

sure of dealing in various Corporate issues.



5 of 5


No. of Shares held in the Company Nil




Nil




Nil


Page 13

SHAREHOLDER INSTRUCTIONS FOR E-VOTING

I) In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies

(Management and Administration) Rules, 2014 as amended by the Companies (Management and

Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI Listing Regulations, the Company

is pleased to provide to the members the facility to exercise their right to vote on resolutions proposed

to be considered at the Annual General Meeting (AGM) by electronic means and the business may

be transacted through e-voting services. The facility of casting the votes by the members using an

electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided

by Central Depository Services (India) Limited (CDSL).

II) The facility for voting through poll shall be made available at the AGM and the members attending

the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the

meeting through poll.

III) The members who have cast their vote by remote e-voting prior to the AGM may attend the AGM but

shall not be entitled to cast their vote again.

IV) The remote e-voting period commences on Friday, 27th September, 2020 at 9.00 A.M. and ends on

Sunday, 29th September, 2020 at 5.00 P.M. During this period shareholders of the Company, holding

shares either in physical form or in dematerialized form, as on the cut-off date of 23rd September, 2020,

may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting

thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to

change it subsequently.

A. The process and manner for remote e-voting are as under:

(i) The shareholders should log on to the e-voting website www.evotingindia.com during the voting period.

(ii) Click on “Shareholders” tab.

(iii) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(iv) Next enter the Image Verification as displayed and Click on Login.

(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an

earlier voting of any company, then your existing password is to be used.

(vi) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN

DOB#

Enter your 10-digit alpha-numeric PAN issued by Income Tax Department when prompted by the

system while e-voting (applicable for both demat shareholders as well as physical shareholders) 1.

Members who have not updated their PAN with the Company/Depository Participant are requested

to use the first two letters of their name and the 8 digits of the folio number in the PAN field. 2. In

case the folio number is less than 8 digits enter the applicable number of 0’s before the number

after the first two characters of the name in CAPITAL LETTERS Eg. If your name is Ramesh Kumar with

Sequence number 1 then enter RA00000001 in the PAN field

Enter the Date of Birth as recorded in your demat account or in the company records for the said

demat account or folio in dd/mm/yyyy format

Enter the Dividend Bank Details as recorded in your demat account or in the company records for

the said demat account or folio.

Page 14



vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physical form will then directly reach the Company selection screen. However,

members holding shares in demat form will now reach ‘Password Creation’ menu wherein they require

to mandatorily enter their login password in the new password field. Kindly note that this password is

to be also used by the demat holders for voting for resolutions of any other company on which they

are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly

recommended not to share your password with any other person and take utmost care to keep your

password confidential.

(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolution

contained in this Notice.

(x) Click on the EVSN for the relevant <Grandeur Products Limited> on which you choose to vote.

(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/

NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the

Resolution and option NO implies that you dissent to the Resolution.

(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will

be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL”

and accordingly modify your vote.

(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the

Voting page.

(xvi) If Demat account holder has forgotten the password, then enter the User ID and the image verification

code and click on Forgot Password & enter the details as prompted by the system.

(xvii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based

mobiles. The m-Voting app can be downloaded from Google Play Store. Please follow the instructions

as prompted by the mobile app while voting on your mobile.

(xviii) Note for Institutional Shareholders

I) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to

https://www.evotingindia.co.in and register themselves as Corporate.

II) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be

emailed to [email protected]

III) After receiving the login details they have to create a compliance user which should be created

using the admin login and password. The Compliance user would be able to link the account(s)

for which they wish to vote on.

IV) The list of accounts should be mailed to [email protected] and on approval of the

accounts they would be able to cast their vote.

Page 15

http://www.evotingindia.co.in/





V) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in

favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer

to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions

(“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email

to [email protected].

B. General Instructions:

(i) The voting rights of Members shall be in proportion to the shares held by them in the paid up equity

share capital of the Company as on 23rd September, 2020.

(ii) Members can opt for only one mode of voting, i.e., either by venue voting or e-voting. In case Members

cast their votes through both the modes, voting done by e-voting shall prevail and votes cast through

venue voting will be treated as invalid.

(iii) Mrs. N. Vanitha a Practicing Company Secretary (CP No. 10573) has been appointed as the Scrutinizer for

providing facility to the members of the Company to scrutinize the voting and remote e-voting process

in a fair and transparent manner.

(iv) Members who do not have access to e-voting facility have been additionally provided the facility

through Ballot Form. They may send duly completed Ballot Form to the Scrutinizer, Mrs. N. Vanitha at

the Registered Office of the Company so as to reach on or before the conclusion of the 37th Annual

General Meeting or can carry the same to the AGM and deposit in the Ballot Box during the Meeting.

Members have the option to request for physical copy of Ballot Form by sending an e-mail to cs@

grandeurproducts.com by mentioning their Folio No. / DP ID and Client ID.

(v) Neha Dwivedi, Company Secretary and Compliance Officer of the Company will address all the

grievances in relation to this annual general meeting including e-voting. Her contact details are Email:

[email protected] Phone No. 040-48526655.

(vi) The Chairman of the meeting shall, at the AGM, at the end of discussion on the resolutions on which

voting is to be held, allow voting with the assistance of the scrutinizer, by use of “Ballot Paper” for

all those members who are present at the AGM but have not cast their votes by availing the remote

e-voting facility.

(vii) Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the

date of the Meeting, i.e., Wednesday, 30th September, 2020.

(viii) The Results shall be declared not later than 48 (forty eight) hours from the conclusion of the AGM.

The Results declared along with the Scrutinizers’ Report will be placed on the website of the Company

at www.grandeurproducts.com immediately after the Result is declared by the Chairman and will

simultaneously be forwarded to BSE Limited where Equity Shares of the Company are listed.

(ix) Route Map showing directions to reach to the venue of the AGM forms part of the Annual Report as per

the requirement of the Secretarial Standards - 2 on “General Meetings.”

All documents referred to in the accompanying Notice and Statement pursuant to Schedule IV and

Section 102(1) of the Companies Act 2013 will be available for inspection at the Registered Office of the

Company during business hours on all working days up to the date of declaration of the results of the

37th Annual General Meeting of the Company.






Page 16






ANNUAL 2R

0E

1P

90

-2R

0T

DIRECTORSI

REPORT AND ANNEXURES

Page 17

DIRECTORS’ REPORT

Dear Members,

Grandeur Products Limited

The Directors have pleasure in presenting Directors’ Report along with the audited financial statements for

financial year ended 31st March, 2020.

1. FINANCIAL RESULTS:

Your Company’s Standalone and Consolidated performance during the Financial Year 2019-20 as compared

with that of the previous Financial Year 2018-19 is summarized below: -

(₹ In Lakhs)

Particulars Standalone Consolidated

2019-2020 2018-2019 2019-2020 2018-2019

Revenue from operations 3.42 380.20 9,868.50 10,629.23

Other income 2.87 15.01 35.32 31.09

Profit/ (Loss) before Finance cost,

Depreciation and Tax

(59.84)

177.08

644.50

877.84

Finance costs 108.60 126.87 560.11 356.79

Depreciation and amortization expense 1.91 1.67 29.70 34.28

Profit before exceptional and

extraordinary items and tax

(170.35)

48.55

54.69

486.77

Exceptional items - - (27.13) (27.45)

Extraordinary items - - - -

Profit before tax (170.35) 48.55 27.56 459.32

Tax expense:

(1) Current tax - 8.82 38.92 102.53

(2) Prior Year Income Tax expenditure - 0.60 (4.54) 0.60

(3) Deferred tax (0.48) 19.58 11.09 4.05

(4) MAT Credit Entitlement (5.43) - -38.92 (18.69)

Profit (Loss) for the year (169.87) 24.98 21.0 370.82

Other comprehensive income (23.96) (92.37) (25.20) (92.36)

Total comprehensive income

for the period

(193.83) (67.38) (4.18) 278.46

2. PERFORMANCE REVIEW & COMPANY’S STATE OF AFFAIRS:

The Company’s consolidated revenue from operations for Financial Year (‘FY’) 2019-20 was ₹ 9,903.82 Lakhs

compared to ₹10,660.31 Lakhs in the previous year, a decrease by 7.10 % over the previous year. The Company’s

profit before tax on a consolidated basis was ₹ 27.57 Lakhs during the year compared to profit of ₹ 459.32 Lakhs

in the previous year. The Company earned a net profit of ₹21.02 Lakhs as against a net profit of ₹370.82 Lakhs

in the previous year, on a consolidated basis.

The Company’s standalone revenue from operations for FY 2019-20 was ₹ 6.29 Lakhs, a decrease of 98.41 %

over the previous year’s revenue of ₹395.21 Lakhs. The Company’s loss before tax on a standalone basis was

₹170.35 Lakhs during the year compared to a profit of ₹48.55 Lakhs in the previous year. The Company earned

a net loss of ₹169.87 Lakhs as against a net profit of ₹24.98 Lakhs in the previous year.

Page 18

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 farmers’ 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%20

Material%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 as Annexure A 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.

3. DIVIDEND:

Your Directors have not recommended any dividend for the financial year 2019-20.

4. RESERVES:

Your Directors do not propose to transfer any amount to any reserve during the Financial Year ended March

31, 2020.

5. SHARE CAPITAL:

Your Company’s Equity Share Capital position as at the beginning of the Financial Year 2019-20 (i.e., as on April

1, 2019) and as at the end of the said Financial Year (i.e., as on March 31, 2020) is as follows: -

Category of Share Capital Authorized Share Capital

No. of Shares Face Value

per share

Total Amount

As on April 1, 2019: 2,23,11,960 10 22,31,19,600

Changes during the year - - -

As on March 31, 2020 2,23,11,960 10 22,31,19,600

Page 19


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As on 31st March, 2020, the paid up Capital of the Company was ₹22,31,19,600 (Rupees Twenty-Two Crores Thirty One Lakhs Nineteen Thousand and Six Hundred) divided into 2,23,11,960 (Two Crores Twenty Three Lakhs Eleven Thousand Nine Hundred and Sixty) Equity Shares of ₹10 (Rupees Ten only) each.

6. COVID-19 AND ITS IMPACT

While this was a year of extreme economic challenges for the world, a situation aggravated almost beyond measure by the unprecedented Covid-19 pandemic, your Company continued to play on its strengths and posted a stable financial performance.

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 year under review, Company issued and allotted 1,80,990 ,10% Secured Redeemable Unlisted Non-Convertible Debentures of Rs.100/- each aggregating ₹ 1,80,99,000 (Rupees One Crore Eighty Lakhs and Ninety Nine Thousand only) to the Non-Promoter Group under private placement basis.

8. ACQUISTIONS DURING THE YEAR:

Acquisition of Tierra Seed Science Private Limited

During the year, your company has acquired further 52.47% of paid up capital of Tierra Seed Science Private Limited, thus making it Wholly Owned Subsidiary of your Company.

Tierra Seed Science Private Limited is a Private Limited Company incorporated under the provisions of the Companies’ Act 1956 headquartered at Hyderabad. Tierra Seed Science has a well-established R&D center located at Hyderabad equipped with major facilities like molecular Biology Lab with major equipment’s like PCR machines, gel electrophoresis unit, nano drop, gel documentation units, deep freezers, Millipore water filtration unit, centrifuges etc. The Doubled haploid and Tissue culture facility has all the required clean rooms, laminar flows, microscopes, autoclave and equipment’s to conduct research in plants. A containment greenhouse and a cold room for germ plasm storage have also been constructed in the facility where most of its projects are carried out.

Apart from this research facility at Hyderabad, Tierra Seed Science has also established breeding research farms in Hyderabad and Pune. All the farms are well irrigated and with required facilities e.g. working germplasm bank, drip irrigation, breeder’s work stations and appropriate poly and net houses, vacuum emasculator for doing required crosses etc

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 2019-20.

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

Vijay Kumar Deekonda Chairman and Whole Time Director

Majeti Venkatasesha Sridhar Kumar Independent Director

Sridevi Dasari Independent Director

Ramesh Babu Nemani Non-Executive Director

Suresh Atluri Non-Executive Director

Venkatesh Achanta Independent Director

Page 20

Re-appointment of Mr. Majeti Venkatasesha Sridhar Kumar as an Independent Director

The appointment of Mr. Majeti Venkatasesha Sridhar Kumar has been regularized as a Director (Non-Executive

Director) for a period of five consecutive years from 30th September, 2019 at the 36th Annual General Meeting

of the Company.

Appointment of Mr. Suresh Atluri as Non-Executive Director:

On recommendation of the Nomination and Remuneration Committee, the Board of Directors have appointed

Mr. Suresh Atluri as a Non-Executive Director with effect from 30th September, 2019.

Appropriate resolution for the appointment of Mr. Venkatesh Achanta as Director of the Company is being

placed for the approval of the members of the Company at the 37th Annual General Meeting. The Board of

Directors of the Company recommend his appointment as a Non-Executive Director of the Company.

Appointment of Independent Director:

On recommendation of the Nomination and Remuneration Committee, the Board of Directors have appointed

Mr. Venkatesh Achanta as an Independent director with effect from 30th September, 2019 for a term of 5

consecutive years.

Appropriate resolution for the appointment of Mr. Venkatesh Achanta as an Independent Director of the

Company is being placed for the approval of the members of the Company at the 37th Annual General

Meeting for a period of 5 (five) years from the date of his appointment. The Board of Directors of the Company

recommend his appointment as an Independent Director of the Company

The details of Directors being recommended for appointment/ re-appointment as required under the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 issued by

Institute of Company Secretaries of India are contained in the accompanying Notice convening the ensuing

37th Annual General Meeting of the Company.

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 2019-20: -

1. Mr. Vijay Kumar Deekonda- Whole Time Director and Chief Financial Offer

2. Ms. Priyanka Kumari (upto 31.12.2019)

3. Ms. Neha Dwivedi – Company Secretary and Compliance Officer (w.e.f 01.01.2020)

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.

Page 21

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 2019-20:

During the financial year 2019-20, the Board of Directors of the Company, met 10 (Ten) times on 1st April,

2019, 30th May, 2019, 13th August, 2019, 3rd September, 2019, 30th September, 2019, 14th November, 2019,

01st January, 2020, 8th January, 2020, 12th February 2020 and 5th March, 2020. The maximum gap between

two Board Meetings did not exceed 120 (one hundred twenty) days.

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- B” 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 31st March, 2020 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.

Page 22

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 Mrs. 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 31st March 2020. The Secretarial Audit Report issued by Mrs. N.

Vanitha, Company Secretary in Practice in Form MR-3 is annexed to this Board’s Report as “Annexure – C”. 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- D” 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 to 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 2019-20: -

a. Tierra Agrotech Private Limited: (A Wholly-Owned Subsidiary of your Company throughout the Financial Year

2019-20)

b. Tierra Seed Science Private Limited: (A Wholly-Owned Subsidiary of your Company w.e.f 20th March, 2020).

22.2. Joint Venture Company:

Tierra Agrotech Private Limited, Wholly Owned Subsidiary of the Company has entered into 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.

Page 23

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 2019-20

Sr. No.

a)

Name of Director Date of

Mr. Suresh Atluri

Appointment/Resignation

Appointed as Non-Executive

Director of the Company with

effect from 30th September, 2019

Appointed as an Independent

Director of the Company with effect

from 30th September, 2019

b) Mr. Venkatesh Achanta

3. Names of Companies which have become or have

ceased to be its Subsidiaries, Joint Ventures or

Associate Companies during the

Financial Year 2019-20

During the year under review, Tierra

Seed Science Private Limited has

become Wholly Owned Subsidiary of

your Company with effect from 20th

March, 2020. Prior to this, it was an

Associate of your Company

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

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

(iv) Details of Deposits which are not in

compliance with the requirements of

Chapter V of the Companies Act, 2013:

None

6. Details in respect of Adequacy of Internal Financial

Controls with reference to the Financial Statement

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.

Adequate internal control checks are

available in the opinion of the Board of

Directors.

Page 24

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.) 2019-20 have been provided in the Notes to the Standalone Financial Statement.

26. RELATED PARTY TRANSACTIONS:

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 E’ 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

Page 25

http://www.grandeurproducts.com/investors-relation/policies/Policy%20for

http://www.grandeurproducts.com/investors-relation/policies/Policy%20for

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

2019-20

Maximum

Amount

outstanding

during the

year 2019-20

1 Grandeur Products

Limited

(Holding Company)

(i) Loans/advances to subsidiaries

Tierra Agrotech Private Limited

Tierra Seed Science Private Limited

(Wholly Owned Subsidiary)

(4,92,39,857)

35,11,44,143

9,75,50,745

(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

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, PROHIBI-

TION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and suo moto 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.

Page 26

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 2019-20.

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.

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 2019-20, 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 of the Company for the financial year;

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 2019-20 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-F and forms part of this report.

Page 27

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 to this report as

Annexure G and 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.

Mrs. 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 initatives

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:

During the Financial Year 2019-20, The Scheme of amalgamation of Tierra Agrotech Private Limited which is

wholly owned subsidiary of the company and Xylem Seeds Private Limited which is step down subsidiary of

the company under Sections 230 to 232 of the Act got approval from National Company Law Tribunal (‘NCLT’),

Hyderabad on 20th August, 2019. Apart from this, there were no instances of significant and material orders

passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the

Company and its operations in future.

41. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

AFTER 31st MARCH 2020:

41.1. After the Closing of the financial year 2019-20, following material changes took place effecting

the financial position of the Company:

A. Changes in Capital of the Company:

a. The members of the Company at the Extra Ordinary General Meeting held on 20th April, 2020 have given

approval for the following resolutions:

i. The Company has increased the Authorised Share Capital of the Company from Rs. 25.00 Crores to Rs. 30.00

Crores

Page 28


ii. The Company has modified the terms of “Redeemable Secured Non-Convertible Debentures” (“URSNCD”) as

“Compulsory Convertible Debentures” (“CCDs”).

B. Allotment of Shares

The Board of Directors of the Company have made the following allotment after the close of the financial year

2019-20:

Allotment of 28,43,205 Equity Shares at a price of Rs. 50.33 each (including premium of Rs. 40.33/-each) on

preferential basis to allottees pursuant to member’s approval

Accordingly, post allotment of above equity shares, the paid up capital of the Company has increased to

Rs. 25,15,51,650 (Rupees Twenty Five Crores Fifteen Lakhs Fifty One Thousand Six Hundred and Fifty only)

comprising of 2,51,55,165 (Two Crores Fifty One Lakhs Fifty Five Thousand One Hundred and Sixty Five)

Equity shares of Rs. 10/- each.

There have been no commitments affecting the financial position of your Company which have occurred after

the close of financial year 31st March, 2020.

42. 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 2019-20 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 - H’” and forms part of this report.

43. CAUTIONARY STATEMENT:

Statements in the Director’s Report and the Management Discussion and Analysis Report describing the

Company’s objectives, projections, expectations, estimates or forecasts may be forward-looking within

the meaning of applicable laws and regulations. Actual results may differ substantially or materially from

those expressed or implied therein due to risks and uncertainties. Important factors that could influence the

Company’s operations, inter alia, include input availability and prices, changes in government regulations, tax

laws, economic, political developments within the country and other factors such as litigations and industrial

relations.

44. 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 growth.

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: 4th September, 2020 Chairman & Whole Time Director

Place: Hyderabad (DIN:06991267)

Page 29

R E P 0 R T

2019-20

BUSINESS

RESPONSIBILITY REPORT

ANNUAL

Page 30

BUSINESS RESPONSIBILITY REPORT

for the financial year 2019-20

[Pursuant to Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015]

INTRODUCTION

The Company believes that sustainable business is founded on good Corporate Governance (business

principles), with a triple bottom line focus i.e. economic, environmental and social performance creating value

for all stakeholders, driven by robust business processes and continued growth. The Company focuses on

efficient deployment of resources, including people, processes and materials, for the production of safe and

eco-efficient products, with a view to creating value for all its stakeholders. This ensures that we maintain

balance in our engagement with all stakeholders, keeping the community at the core of whatever we do.

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

S. No. Particulars Company Information

1 Corporate Identity Number (CIN) of the Company L15500TG1983PLC110115

2 Name of the Company GRANDEUR PRODUCTS LIMITED

3 Registered Office address H. No. 1-62-192, 3rd Floor, Dwaraka Avenue,

Kavuri Hills, Madhapur, Hyderabad,

Telangana-500033

4 Website www.grandeurproducts.com

5 E-mail id [email protected]

6 Financial Year reported 01st April, 2019 to 31st March, 2020

7 Sectors that the Company is engaged in

(industrial activity code wise)

NIC Code : 6810

Description : Seeds and Seeds related products

8 List three key products/services that the

Company manufactures/provides

(as in the Balancesheet)

The Company markets a wide range of

seed and seed related products.

9 Total number of locations where business

activity is undertaken by the Company

The Company has its Registered office situated at

H. No. 1-62-192, 3rd Floor, Dwaraka Avenue,

Kavuri Hills, Madhapur, Hyderabad,

Telangana-500033

9(i) Number of International Locations NIL

9(ii) Number of National Locations Registered Office: H. No. 1-62-192, 3rd Floor,

Dwaraka Avenue, Kavuri Hills, Madhapur,

Hyderabad, Telangana-500033

10 Markets served by the Company –

Local/State/National/International

The markets for the Company’s products are

across India.

Page 31



SECTION B: FINANCIAL DETAILS OF THE COMPANY


1 Paid up capital (INR) Rs. 22,31,19,600

2 Total Turnover (INR): Rs. 6.29 Lakhs (Standalone)

3 Total profit after taxes (INR): Rs. (169.87) Lakhs (Standalone)

4 Total Spending on Corporate Social

Responsibility ( CSR) as percentage of

profit after tax (%):

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 2019-20.

5 List of activities in which expenditure in 4

above has been incurred:-

Not Applicable

SECTION C: OTHER DETAILS


1 Company’s Subsidiaries/ Joint Ventures Subsidiary Companies

• Tierra Agrotech Private Limited

• Tierra Seed Science Private Limited

Joint Ventures

• Tidas Agrotech Private Limited

2 Subsidiaries participating in Company’s

Business Responsibility (BR) initiatives

Grandeur Products Limited keeps all its

subsidiaries informed about the Business

Responsibility initiatives. It also encourages its

subsidiaries to participate in such initiatives.

3 Other entities (e.g suppliers, distributers etc.)

participating in Company’s BR initiatives

Nil

SECTION D: BR INFORMATION

1. Details of Director/Directors responsible for BR

(a) Details of the Director/Director responsible for implementation of the BR policy/policies


1. DIN 06991627

2. Name Mr. Vijay Kumar Deekonda

3. Designation Whole Time Director

(b) Details of BR head


1. DIN 05154267

2. Name Mr. Suresh Atluri

3. Designation Director

4. Telephone number 040-48526655

5. E-mail ID [email protected]

Page 32


2. Principle-wise (as per NVGs) BR Policy/policies

The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business released

by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These are as follows:

P1 Business should conduct and govern themselves with Ethics, Transparency and Accountability

P2 Business should provide goods and services that are safe and contribute to Sustainability throughout

their life cycle

P3 Business should promote the wellbeing of all employees

P4 Business should respect the interests of and be responsive towards all stakeholders,

especially those who are disadvantaged, vulnerable and marginalised.

P5 Business should respect and promote human rights

P6 Business should respect, protect and make efforts to restore the enviornment

P7 Business, when engaged in influencing public and regulatory policy, should do so in a responsible

manner

P8 Business should support inclusive growth and equitable development

P9 Business should engage with and provide value to their Customers and consumers in a responsible

manner

Details of Compliance (Y/N)

No. Principle-wise Policies P1 P2 P3 P4 P5 P6 P7 P8 P9

1 Do you have a policy/policies for.... Y Y Y Y Y Y Y Y Y

2 Has the policy being formulated in

consultation with the relevant

stakeholders?

Y Y Y Y Y Y Y Y Y

3. Does the policy conform to any

national / international standards?

If yes, specify? (50 words)

Yes. The policies are based on the ‘National Voluntary Guide-

lines on Social, Environmental and Economic Responsibilities of

Business’ released by the Ministry of Corporate Affairs.

5 Does the company have a specified

committee of the Board/ Director/

Official to oversee the

implementation of the policy?

Y Y Y Y Y Y Y Y Y

6 Indicate the link for the policy to be

viewed online? https://www.grandeurproducts.com/investors-

relation/policies/Policy%20for%20Related%20

party%20transaction.pdf

https://www.grandeurproducts.com/investors-relation/poli-

cies/Policy%20for%20

Determination%20of%20Materiality.pdf


cies/Policy%20for%20Determining

%20Material%20Subsidiaries.pdf


cies/Vigil%20Mechanism.pdf

Page 33

http://www.grandeurproducts.com/investors-

http://www.grandeurproducts.com/investors-relation/poli-






7 Has the policy been formally

communicated to all relevant

internal and external stakeholders?

Yes, the policies have been communicated to all

the internal stakeholders and the said policies are

communicated to external stakeholders based on

their relevance

8 Does the company have in-house

structure to implement the policy/

policies.

The Company has established in-house structures

to implement these policies.

9 Does the Company have a grievance

redressal mechanism related to the

policy/ policies to address stakeholders’

grievances related to the policy/ policies?

The Whistleblower Policy provides a mechanism to

employees to report any concerns or grievances

pertaining to any potential or actual violation.

An investor grievance mechanism is in place to

respond to investor grievances. The Customer

Complaints mechanism records the grievances

of customers on product and service quality and

other issues of interest to them. The supplier,

vendor, dealer and channel

partner forums and ongoing communication

captures their concerns and grievances. The

continual community engagement, needs

assessments, impact assessments serve as means

for communities to represent their concerns and

grievances

Further, any grievances or feedback to the policies

can also be sent to Compliance Officer of the

Company at [email protected]

10 Has the company carried out independent

audit/ evaluation of the working of this

policy by an internal or external agency?

The head of the respective departments are made

responsible for effective impletation of the policies.

(a) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick

up to 2 options)

No. Questions

1 The company has not understood the Principles Not applicable

2 The company is not at a stage where it finds itself in a

position to formulate and implement the

policies on specified principles

3 The company does not have financial or manpower

resources available for the task

4 It is planned to be done within next 6 months

5 It is planned to be done within the next 1 year

6 Any other reason (please specify)

Page 34


3. Business Responsibilty (BR) Governance:


3.a Indicate the frequency with which the Board of Directors,

Committee of the Board or CEO to assess the BR performance

of the Company. Within 3 months, 3-6 months, Annually,

More than 1 year

The performance on aspects of

BR is reviewed by the Company‘s

Management on periodical basis

and atleast once a year put up to

the Board

3.b Does the Company publish a BR or a Sustainability Report?

What is the hyperlink for viewing this report? How frequently

it is published?

The Company publishes the

information on Business

Responsibility which forms part of

the Annual Report of the Company.

The same will be disclosed on the

website of the Company at www.

grandeurproducts.com

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1: Business should conduct and govern themselves with Ethics, Transparency and Accountability

Grandeur Products Limited lays a strong emphasis on ethical corporate citizenship and establishment of good

corporate culture. It has always believed in adhering to the best governance practices to ensure protection of

interests of all stakeholders of the Company in tandem with healthy growth of the Company. The Company has

always discouraged practices that are abusive, corrupt, or anticompetitive.

Our philosophy is to conduct the business with high ethical standards in our dealings with all the stakeholders

that include employees, customers, suppliers, government and the community.

The Company has a strong and effective Whistle Blower Policy which aims to deter and detect actual or

suspected misconduct. It has been established to ensure that genuine concerns of misconduct/ unlawful

conduct, which an individual believes may be taking place within the organisation, are raised at an early

stage in a responsible and confidential manner. This mechanism also provides for adequate safeguards against

victimisation of employees who avail of the mechanism. Any employee may report such incident without fear

to the Chairman of the Audit Committee or alternatively may report to the Compliance officer of the Company.

The Policy on Vigil Mechanism may be accessed on the Company’s website at https://www.grandeurproducts.

com/investors-relation/policies/Vigil%20Mechanism.pdf

1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes/ No. Does it

extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs /Others?

Yes

Grandeur Products Limited is committed to act professionally, fairly and with integrity in all its dealings. The

Company has established a ‘Vigil Mechanism’ for Directors and employees to report their genuine concerns or

grievances about unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct. As

an integral part of such Vigil Mechanism, the Whistle Blower Policy of the Company has been formulated with

a view to empower the Directors and employees of the Company and / or its subsidiary companies, to detect

and report any improper activity within the Company.

Further the Company has also adopted “Code of Conduct for Directors and Senior Management” which captures

the behavioral and ethical standards.

The Company obtains an annual confirmation affirming compliance with the Code from the Directors, Key

Managerial Persons and the senior management every year.

Page 35

http://www/

2. How many stakeholder complaints have been received in the past financial year and what percentage

was satisfactorily resolved by the management? If so, provide details thereof, in about 50 word or so.

Pending as on

31-03-2019

Received during

2019-20

Redressed during

2019-20

Pending as on

31-03-2020

Customer Complaints Nil Nil Nil Nil

Investor Complaints Nil Nil Nil Nil

Consumer cases Nil Nil Nil Nil

Principle 2: Business should provide goods and services that are safe and contribute to Sustainability

throughout their life cycle

1. List up to 3 of your products or services whose design has incorporated social or environmental

concerns, risks and/or opportunities.

Not Applicable

2. For each such product, provide the following details in respect of resource use (energy, water, raw

material etc.) per unit of product(optional):

(a) Reduction during sourcing/production/ distribution achieved since the previous year throughout the value

chain?

Not Applicable

(b) Reduction during usage by consumers (energy, water) has been achieved since the previous year?

Not Applicable

3. Does the company have procedures in place for sustainable sourcing (including transportation)?

-Yes

(a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50

words or so.

The Company had a responsible sourcing policy which was made applicable to all its suppliers and ensure

that the hygiene working conditions, minimum wages and safety standards are followed by all the employees

involved throughout its supply chain globally in strict adherence to the international labour policies.

95% of Company‘s inputs are sourced sustainably.

4. Has the company taken any steps to procure goods and services from local & small producers,

including communities surrounding their place of work? Yes

(a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors?

Yes, the Company has a vendor development programme, which encourages local contractors and service

providers and offers them opportunities. Additionally, the Company sources all the packaging material and

other related products from local and small vendors since inception.

The assurance of sourcing from the Company led to the expansion of the vendors associated, and the company

helped them with latest technology available globally for their development.

Page 36

5. Does the company have a mechanism to recycle products and waste? If yes what is the percentage

of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in

about 50 words or so.

One of the focus areas and long term plans under the Company’s Corporate Sustainability Model is “Waste

reduction and reuse”.

Principle 3: Business should promote the wellbeing of all employees

We believe that our human capital is one of the most valuable resources to tap the perennial growth of business.

Company‘s Code of Conduct provides guidelines for employee wellbeing related to participation, freedom,

gender equality, good environment and harassment free workplace. A strong mechanism is established for

deployment of guidelines and grievance redressing mechanism.

1. Please indicate the Total number of employees: 2 (Two) as on 31.03.2020.

2. Please indicate the Total number of employees hired on contractual basis : Nil

3. Please indicate the Number of permanent women employees : 1 (One)

4. Please indicate the Number of permanent employees with disabilities: 0

5. Do you have an employee association that is recognized by management- No

6. What percentage of your permanent employees is members of this recognized employee association? NA

7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual

harassment in the last financial year and pending, as on the end of the financial year.-

S. No. Category No of complaints No of filed during complaints the financial year pending as on end of the

financial year

1 Child labour/forced labour/involuntary labour Nil Nil

2 Sexual harassment Nil Nil

3 Discriminatory employment Nil Nil

8. What percentage of your under mentioned employees were given safety & skill up-gradation training in the

last year?

(a) Permanent Employees 100%

(b) Permanent Women Employees 100%

(c) Casual/Temporary/Contractual Employees 100%

(d) Employees with Disabilities 100%

Page 37

Principle 4: Business should respect the interests of and be responsive towards all stakeholders,

especially those who are disadvantaged, vulnerable and marginalised.

1. Has the company mapped its internal and external stakeholders? Yes

The Company has always acknowledged the vital contribution of all stakeholders such as employees,

communities, suppliers, customers, regulatory bodies, industry associations, shareholders, academic institutes

and media in building a sustainable business and has accorded importance to their voices and concerns.

The Company has carried out comprehensive stakeholder identification program. This allowed us to understand

the needs and expectations of our stakeholders better.

2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders.

Yes

The stakeholder engagement program is deployed by focusing on each identified stakeholder from various

business divisions of the organisation. We are working towards betterment of communities in the rural areas.

We have identified stakeholders and we are working on projects for them.

3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and

marginalized stakeholders. If so, provide details thereof, in about 50 words or so.

The packaging material is procured locally from small vendors.

Principle 5: Business should respect and promote human rights

1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint

Ventures/Suppliers/Contractors/NGOs/Others?

Grandeur Products Limited’s Policies cover the guidelines on Human rights and it is applicable to all members

of the group companies. The members had been given liberty to report any violations of the Code, or share

their concerns confidentially through e-mail, complaint drop box and access to Committee members as per the

various Committees under the Code of Conduct.

2. How many stakeholder complaints have been received in the past financial year and what percent was

satisfactorily resolved by the management?

The Company has received Nil stakeholder complaints in the past financial year.

Principle 6: Business should respect, protect and make efforts to restore the enviornment

1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/

Suppliers/Contractors/NGOs/others.

Grandeur Products Limited’s Sustainability Policy extends to all the stakeholders, the organization deals with,

including suppliers, contractors and others. We aim to propagate the principles of Sustainability throughout

our Value chain and to all stakeholders

2. Does the Company have strategies/ initiatives to address global environmental issues such as climate change,

global warming, etc? Y/N. If yes, please give hyperlink for webpage etc.

To minimise the environmental impacts of its products, the Company continuously improves products in terms

of fuel efficiency, material use and recyclability

3. Does the Company identify and assess potential environmental risks?

Page 38

Potential environmental risks are constantly being assessed as part of the Company’s risk management

identification process. The Company regularly reviews its environmental risks and undertakes initiatives to

mitigate them.

4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof,

in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed?

Not Applicable

5. Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable

energy, etc. Y/N. If yes, please give hyperlink for web page etc.

Not Applicable

6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for

the financial year being reported?

All emissions and waste generated by the Company are within the permissible limits given by CPCB/SPCB in

2019-20.

7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to

satisfaction) as on end of Financial Year.

Nil

Principle 7: Business, when engaged in influencing public and regulatory policy, should do so in a

responsible manner

1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones

that your business deals with:

(a)The Federation of Telangana Chambers of Commerce and Industry (FTCCI)

2. Have you advocated/lobbied through above associations for the advancement or improvement of public

good? Yes/No; if yes specify the broad areas ( drop box: Governance and Administration, Economic Reforms,

Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others)

The Company associated with above institutions with an intention of mutual learning and contribution in

development of processes.

Principle 8: Business should support inclusive growth and equitable development

We believe that in order to have a growth and equitable development, the Company has to work in proper co-

ordination with its ecosystem. The Company also believes that social, environmental and economic values are

interlinked and we belong to an Interdependent Ecosystem comprising Shareholders, Consumers, Associates,

Employees, Government, Environment and Society. We are committed to ensure a positive impact of our

existence on all these stakeholders. It’s our continuous endeavour to integrate sustainability considerations in

all our business decisions..

Page 39

Principle 9: Business should engage with and provide value to their Customers and consumers in a

responsible manner

All the customer complaints which were received in the reporting period have been resolved and there are

no complaints or consumer cases pending as on the end of the financial year. There are no cases filed by any

customer or consumer against the Company as at the end of financial year 2019–20. The Company displays

all product information on the product label, which is mandatory and as may be required for the use of the

products by the consumers. The Company shall never engage in any unfair trading practices, irresponsible

advertising or anti-competitive behavior. The Company has various checks and balances to ensure that the

business of the Company is done in a fair and responsible manner.

Information with reference to BRR framework:

No. Questions Information

9.1 What percentage of customer complaints/

consumer cases are pending as on the end

of financial year.

Following is the status of customer

complaints/consumer cases as on the end

of the financial year ended on 31st March,

2020:

1.Customer complaints- Nil

2.Consumer cases- Nil

9.2 Does the company display product information

on the product label, over and above what is

mandated as per local laws? Yes/No/N.A./Remarks

(additional information)- Yes

Grandeur Products Limited adheres to

all the applicable regulations regarding

product labeling and displays relevant

information on it.

9.3 Is there any case filed by any stakeholder

against the company regarding unfair trade

practices, irresponsible advertising and/or

anti-competitive behaviour during the

last five years and pending as on end of

financial year. If so, provide details thereof, in about

50 words or so.

No case filed by any stakeholder related to

the aforementioned subject is pending

as at the end of financial year ended on

31st March, 2020.

9.4 Did your company carry out any consumer

survey/ consumer satisfaction trends?

The Company regularly carries out

consumer satisfaction surveys continuously

to understand their needs and preferences

to develop better products.

Page 40

ANNUAL 2R

0E

1P

90

-2R

0T

CORPORATE GOVERNANCE REPORT

Page 41

CORPORATE GOVERNANCE REPORT OF GRANDEUR PRODUCTS LIMITED

For the Financial Year ended 31st March, 2020

Pursuant to Schedule V (C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations 2015 (“Listing Regulations’’)]

In accordance with the provisions of Regulation 34(3) read with Schedule V and other applicable provisions

of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 (“the Listing Regulations”), the Directors of Grandeur Products Limited (“the Company”) have pleasure in

presenting the Company’s Report on Corporate Governance for the Financial Year 2019-20.

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

Corporate Governance is essentially a system by which Companies are governed and controlled by the man-

agement under the direction and supervision of the Board in the best interest of all stakeholders. It is not

mere compliance of laws, rules and regulations, but also the application of best management practices and

adherence to the highest ethical principles in all its dealings, to achieve the objects of the Company, enhance

stakeholder value and discharge its social responsibility.

Your Company believes that the Corporate Governance is integral to all the functions and divisions of the

organization for creating value for all the stakeholders. In this competitive business environment, both the

management and employees vigorously uphold the values of integrity, transparency, responsibility and ac-

countability.

Your Company is in compliance with the requirements of Corporate Governance stipulated in the Securities

and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing

Regulations’).

2. BOARD OF DIRECTORS:

The Board of Directors, along with its Committees, provides leadership and guidance to the management and

directs and supervises the performance of the Company, thereby enhancing stakeholder value. The Board

composition is in conformity with the Companies Act, 2013 (‘the Act’) and Listing Regulations.

The composition of the Board of Directors is summarized below: -

1 (One) - Chairman and Whole Time Director (Executive, Non-Independent Director)

4 (Four) - Non-Executive, Independent Directors

1 (One) – Non-Executive, Non-Independent Director

None of the Directors is:

a. A director in more than 20 Companies and in more than 10 public Companies- As per Section 165 of the

Companies Act, 2013

b. an Independent Director in more than seven listed Companies OR three listed companies (in case he /

she serves as a Whole Time Director in any listed Company) - As per Regulation 25 of the Listing Regu-

lations.

c. Member of more than 10 Committees and Chairperson of more than 5 Committees (Committees being

Audit Committee and Stakeholders Relationship Committee- as per Regulation 26(1) of the Listing Reg-

ulations), across all the Companies in which he/ she is a Director.

Page 42

a) Composition of Board, their positions, other Directorships and memberships of Committees held

by each of them as on 31st March 2020:

The names and categories of Directors, their attendance at the Board Meetings held during the year and at the

last Annual General Meeting, and also the number of Directorships and Committee positions held by them in

public limited Companies are given below:

Name of Director Category No.of Board

Meetings

attended

during

2019-20

Attendance

at AGM held

on 29th

September,

2019

No. of

other

Director

ships*

Name of

the listed

entity

No. of

committee

positions

in Mandatory Committees*

Chairman Member

Mr. Vijay Kumar

Deekonda

Executive

Director

10 Yes 1

- 2

Mr. Majeti

Venkatasesha*

Sridhar Kumar

Independent

Non-Executive

Director

10 - - - 1 2

Ms. Sridevi Dasari Independent

Non-Executive

Director

10 Yes 1 - - 1

Ramesh

Babu Nemani

Independent

Non-Executive

10 No 1 Athena

Global

Technologies

Limited-

Independent

Non-

Executive

Director

1 3

Suresh Atluri* Independent

Non-Executive

Director

5 NA - - - -

Venkatesh

Achanta#

Independent

Non-Executive

Director

5 NA - - - -

Notes:

* Mr. Suresh Atluri has been appointed as Non-Executive Director of the Company w.e.f 30th September, 2019

#Mr. Venkatesh Achanta has been appointed as Non-Executive Independent Director of the Company w.e.f

30th September, 2019

1. Excludes Directorships in Associations, Private Limited Companies, Foreign Companies, Government

Bodies and Companies registered under Section 8 of the Act.

2. For committee positions, only Audit & Stakeholder’s committees of public limited companies are

considered as per Regulation 26 of SEBI (LODR) Regulations, 2015.

Page 43

b) Number of meetings of the Board of directors held and dates on which held:

The Company held 10 Board Meetings during 2019-20 and the gap between two meetings did not

exceed 120 days. The dates on which the Board Meetings were held on 1st April, 2019, 30th May, 2019,

13th August, 2019, 3rd September, 2019, 30th September, 2019, 14th November, 2019, 01st January,

2020, 8th January, 2020, 12th February, 2020 and 5th March, 2020.

c) Disclosure of relationships between directors inter-se:

None of the Directors of the Company are related to each other.

d) Number of shares and convertible instruments held by non-executive directors:

Except below mentioned Directors, none of the Non-Executive Directors hold any equity shares in the

Company:

S. No Name and Designation of Director No. of Shares held

1. Suresh Atluri 22,55,000

e) Web link where details of familiarization programmes imparted to Independent directors:

The Company has an orientation programme upon induction of new Directors, as well as other initiatives to update Directors on a continuous basis. Any new Director who joins the Board is presented with a brief background of the Company, its operations and is informed of the important policies of the Com- pany including the Code of Conduct for Directors and senior management personnel and the Code of Conduct for Prevention of Insider Trading, Policy on Transactions, Policy on Remuneration, Policy of Vigil Mechanism, etc.

The details of the familiarization program are placed on the Company’s website and the weblink is https://www.grandeurproducts.com/investors-relation/corporate-governance/familarization%20pro- gramme%20for%20independent%20directors-2019.pdf

f) List of core skills/expertise/competencies identified by the board of directors:

We recognize the importance of having a Board comprising of Directors who have a range of experiences, capabilities and diverse point of view which helps in creating an effective and well-rounded Board. The list of Core skills / expertise / capabilities for the Board Members outlined by the Nomination and Remuneration Committee of the Board of Directors and approved by the Board. The Board as a whole possesses the identified skills, expertise and competencies as are required in the context of business of the Company.

The Board comprises of qualified members who bring in the required skills, expertise and competence as mentioned above which allow them to make effective contributions to the Board and its committees. The members of the Board are committed to ensure that the Company is in compliance with the highest standards of corporate governance.

List of skills/competencies required

in relation to business operations

Names of Directors having such

skills/competencies

Finance, Law, Management, Administration Mr. Vijay Kumar Deekonda, Mr. Majeti Venkatasesha Sridhar Kumar

Technical knowledge on operations, Production Mr. Vijay Kumar Deekonda, Mr. Suresh Atluri

Corporate Governance, Strategic Management Mrs. Sridevi Dasari, Mr. Venkatesh Achanta

International Marketing and Sales Mr. Ramesh Babu Nemani

Page 44

http://www.grandeurproducts.com/investors-relation/corporate-governance/familarization%20pro-



g) Confirmation that in the opinion of the board, the independent directors fulfil the conditions

specified in these regulations and are independent of the management.

Mrs. Sridevi Dasari, Mr. Majeti Venkatasesha Sridhar Kumar, Mr. Ramesh Babu Nemani and Mr. Venkatesh

Achanta are the Independent Directors on the Board of the Company as on 31st March, 2020. All the

Independent Directors have given their respective declarations under Section 149 (6) and (7) of the

Companies Act, 2013 and the Rules made thereunder.

The Board of Directors, based on the declaration(s) received from the Independent Directors confirm

that the Independent Directors fulfill the conditions of independence specified in the Listing Reg-

ulations and are independent of the management. As required by SEBI (LODR) Regulations, 2015, a

certificate from Company Secretary in Practice that none of the Directors on the Board of the Company

have been debarred or disqualified from being appointed or continuing as directors of companies by

the Securities & Exchange Board of India/ Ministry of Corporate Affairs or any such statutory authority,

is attached to this Report as an Annexure.

Committees of the Board

Currently, there are three Board Committees – The Audit Committee, Nomination and Remuneration

Committee, Stakeholders Relationship Committee. The terms of reference of the Board Committees are

determined by the Board from time to time. Meetings of each Board Committee are convened by the

Chairman of the respective Committees.

The role and composition of these Committees, including the number of meetings held during the fi-

nancial year and the related attendance are provided below:

3. AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with the provisions of Regulation

18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of

the Companies Act, 2013 and comprises of three members, out of three, two members are Independent

Non–Executive Directors. All members of the Committee are financially literate.

Further, the Quorum for a Meeting of the Audit Committee shall either be 2 (two) Members or 1/3rd

(One Third) of the total strength of the Committee, whichever is greater, with at least 2 (two) Independ-

ent Directors in attendance and the Audit Committee shall meet at least 4 (Four) times in a year and not

more than 120 (One Hundred and Twenty) days shall elapse between two Meetings.

During the Financial Year (F.Y.) 2019-20, there were 4 (Four) Meetings of the Audit Committee of the

Board of Directors i.e. 30th May, 2019, 13th August, 2019, 14th November, 2019 and 12th February,

2020. The necessary quorum was present for all the Meetings of the Audit Committee of the Board of

Directors.

The composition of the Audit Committee and the details of Meetings attended by the Directors during

the year are given below:

Name of the Director Category No. of meetings

held during the year

No of meetings

attended

Mr. Ramesh Babu Nemani Chairman 4 4

Ms. Sridevi Dasari Member 4 4

Mr. Vijay Kumar Deekonda Member 4 4

Page 45

a) Brief description of terms of reference:

The Audit Committee functions according to its Charter that defines its composition, authority

responsibilities and reporting functions. The terms of reference of the Audit Committee, inter alia, are as

follows:

• Oversight of the Company’s financial reporting process and disclosure of its financial information to

ensure that the financial statements are correct, sufficient and credible.

• Discuss and review with the management the annual/ half yearly/ quarterly financial statements and the

auditor’s report thereon, before submission to the Board for approval.

• Review of the Company’s accounting policies, internal accounting and financial controls, risk management

policies and such other matters.

• Discuss with the statutory auditors, before the audit commences, about the nature and scope of audit,

as well as post audit discussion to ascertain any area of concern.

• Hold timely discussions with the statutory auditors regarding critical accounting policies and practices

and significant financial reporting issues and judgments made.

• Recommend to the Board the appointment, re-appointment and, if required, the replacement or removal

of statutory auditors, remuneration and terms of appointment of auditors, fixation of audit fees and to

approve payment for any other services rendered by the statutory auditors.

• Review and monitor the auditor’s independence, qualification and performance and effectiveness of

audit process.

• Review with the management, performance of the statutory and internal auditors.

.

• Review the adequacy of the internal audit function and the adequacy and efficacy of the internal control

systems, including the structure of the internal audit department, approval of the audit plan and its

execution, staffing and seniority of the official heading the department, reporting structure, budget,

coverage and frequency of internal audit.

• Evaluate internal financial controls and risk management systems.

• Scrutinize inter-corporate loans and investments.

• Discuss any significant findings with internal auditors and follow-up thereon.

• Review the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or failure of internal control systems of a material nature and reporting

the matter to the Board.

• Look into the reasons for substantial defaults in payments to depositors, debenture holders, shareholders

and creditors.

• Approve transactions, including any subsequent modifications, of the Company with related parties.

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Review and monitor the statement of use and application of funds raised through public offers and

related matters.

Page 46

• Review the functioning of the Whistle Blower mechanism.

• Review the effectiveness of the system for monitoring compliance with laws and regulations and

oversee compliance with legal and regulatory requirements, including the Tata Code of Conduct for the

Company and its subsidiaries.

• Provide guidance to the Compliance Officer for setting forth policies and implementation of the Code

of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices.

• Oversee financial reporting controls and process for subsidiary companies.

• Approve the appointment of the Chief Financial Officer after assessing the qualifications, experience and

background of the candidate.

• Generally, all items listed in Part C of Schedule II to the Listing Regulations and in Section 177 of the Act

and any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee has been given the powers prescribed under Regulation 18(2)(c) of the Listing

Regulations.

4. Nomination and Remuneration Committee:

a) Composition and Attendance during the year

The Nomination and Remuneration Committee has been formed in compliance with Regulation 19 of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178

of the Companies Act, 2013.The Committee shall comprise of atleast three Directors and the Chairperson

of the Nomination and Remuneration Committee shall be an Independent Director and shall be present

at Annual General Meetingto answer the shareholders’ queries.

The Quorum for the Meeting of the Nomination and Remuneration Committee shall either be 2 (two)

Members or 1/3rd (one third) of the total strength of the Committee, whichever is higher (including at

least one Independent Director in attendance) and the Nomination and Remuneration Committee shall

meet at least once in a year.

During the Financial Year (F.Y.) 2019-20, there were 3 (three) Meetings of the Nomination and Remuneration

Committee of the Board of Directors were held i.e., 3rd September, 2019, 30th September, 2019 and 1st

January, 2020.

The composition of the NRC and the details of Meetings attended by the Directors during the year are

given below:


held during the

year

No of

meetings

attended

Mr. Majeti Venkatasesha Sridhar Kumar Chairman 3 2

Mr. Ramesh Babu Nemani Member 3 3

Ms. Sridevi Dasari Member 3 3

b) Brief description of terms of reference:

The terms of reference of Nomination and Remuneration Committee have been re-stated at the to

include amendments made by the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) (Amendment) Regulations, 2018.

Page 47

The terms of reference of the Nomination and Remuneration Committee are as follows: -

• To formulate the criteria for determining qualifications, positive attributes and independence of a

Director and recommend to the Board of Directors a policy relating to the appointment and remuneration

in whatever form payable to the Directors, Key Managerial Personnel and other Senior Management

employees;

• To formulate criteria for evaluation of performance of Independent Directors and the Board of Directors

in accordance with the Nomination and Remuneration Policy;

• To devise a policy on diversity of Board of Directors;

• To identify persons who are qualified to become Directors and who may be appointed in senior

management in accordance with the criteria laid down and to recommend to the Board their appointment

and or removal;

• To consider extension or continuation of the term of appointment of the Independent Directors on the

basis of the report of performance evaluation of Independent Directors;

• To specify the manner for effective evaluation of performance of Board, its Committees and Individual

Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by

an independent external agency and review its implementation and compliance;

• To recommend to the Board of Directors, qualifications, appointment, remuneration (in whatever form)

and removal of directors, key managerial personnel and persons in senior management positions in

accordance with the Nomination and Remuneration Policy;

• To consider grant of stock options to eligible Directors and employees, to formulate detailed terms and

conditions of Employee Stock Option Scheme (ESOS) and to administer and exercise superintendence

over ESOS;

• To make necessary recommendation(s) to the Board of Directors for amendment / revision of the

Nomination and Remuneration Policy of the Company from time to time, as it may deem fit;

• To carry out any other function as mandated by the Board from time to time and / or enforced by any

statutory notification, amendment or modifications as may be applicable.

c) Board and Director Evaluation and criteria for evaluation:

During the year, 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 Nomination and Remuneration Committee (NRC) has defined the evaluation criteria, procedure

and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The criteria for Board Evaluation include inter alia, structure of the Board, including qualifications,

experience and competency of Directors, diversity in Board and process of appointment; Meetings of

the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and

dissemination of information; functions of the Board, including strategy and performance evaluation,

corporate culture and values, governance and compliance, evaluation of risks, grievance redressal

for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation

and facilitating Independent Directors to perform their role effectively; evaluation of management’s

performance and feedback, independence of management from the Board, access of Board and

management to each other, succession plan and professional development; degree of fulfillment of key

responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board

processes, information and functioning and quality of relationship between the Board and management.

Page 48

Criteria for evaluation of individual Directors include aspects such as professional qualifications, prior

experience, especially experience relevant to the Company, knowledge and competency, fulfillment of

functions, ability to function as a team, initiative, availability and attendance, commitment, contribution,

integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In

addition, the Chairman is also evaluated on key aspects of his role, including effectiveness of leadership

and ability to steer meetings, impartiality, ability to keep shareholders’ interests in mind and effective-

ness as Chairman.

Criteria for evaluation of the Committees of the Board include mandate and composition; effectiveness

of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion

and dissent, recording of minutes and dissemination of information; independence of the Committee

from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relation-

ship of the Committee with the Board and management.

5. NOMINATION AND REMUNERATION POLICY:

In accordance with the provisions of the Companies Act, 2013 and the Listing Regulations, the Company

has put in place the Nomination and Remuneration Policy for the Directors, Key Managerial Personnel

and other employees of the Company including criteria for determining qualifications, positive attrib-

utes, independence of a Director as well as a policy on Board Diversity. This Policy sets out the guiding

principles for the Nomination and Remuneration Committee for identifying persons who are qualified

to become Directors and to determine the independence of Directors, in case of their appointment as

independent directors of the Company and also for recommending to the Board the remuneration of

the directors, key managerial personnel and other employees of the Company.

i. The Company formulated the remuneration policy for its directors, key managerial personnel and other

employees keeping in view the following objectives:

a) Ensuring that the level and composition of remuneration is reasonable and sufficient to attract,

retain and motivate, to run the company successfully.

b) Ensuring that relationship of remuneration to performance is clear and meets the performance

benchmarks.

c) Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short

and long term performance objectives appropriate to the working of the company and its goals.

ii. In evaluating the suitability of individual Board members, the NR Committee may take into account

factors, such as:

a. General understanding of the Company’s business dynamics, global business and social perspec-

tive;

b. Educational and professional background Standing in the profession; Personal and professional

ethics, integrity and values;

c. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities

effectively.

iii. The Committee will assess the independence of Directors at the time of appointment / re-appointment

and the Board shall assess the same annually. The Board shall re-assess determinations of independence

when any new interests or relationships are disclosed by a Director.

iv. The Board, on the recommendation of the Nomination and Remuneration (NR) Committee, shall review

and approve the remuneration payable to the Executive Directors and Non-Executive Directors of the

Company within the overall limits approved by the shareholders.

Page 49

6. REMUNERATION OF DIRECTORS:

The remuneration committee of Board of Directors of the Company generally decides and makes rec-

ommendations to the Board of Directors about the remuneration to be paid to the Directors and other

Key Managerial Persons of the Company. The remuneration recommendations about the remuneration

of Directors are subject to the approval of the Members of the company and the remuneration of the

Key Managerial Persons is to be recommended by the remuneration committee to the Board. The Non-

Executive directors are paid sitting fees for attending meetings of Board/ Committee. The nomination

and remuneration policy as adopted by the Board is placed on the Company’s website at https://www.

grandeurproducts.com/investors-relation/policies/Nomination%20and%20Remuneration%20Policy.pdf

Remuneration of the Whole Time Director:

The remuneration paid to Mr. Vijay Kumar Deekonda, Whole Time Director for the Financial Year 2019-

20 is recommended by the Nomination and Remuneration Committee and approved by the Board of

Directors and the Shareholders of the Company.

The current tenure of Mr. Vijay Kumar Deekonda as the “Whole Time Director” of the Company is for a

term of 3 (three) years for the period from 1st October 2017, i.e., upto 30th September, 2020.

The details of remuneration paid to Mr. Vijay Kumar Deekonda, Whole Time Director during the Financial

Year 2019-20 are as follows: -

Salary ₹ 13,80,000/-

Perquisites and allowances NIL

Commission for the financial year 2018-19,

paid during 2019-20

NIL

Period of Agreement Re-appointed w.e.f. 1st October, 2020

upto 30th September, 2023

Notice period

Severance fees

The Agreement may be terminated by either

party giving the other party 3 months’notice

NIL

` Stock Options NIL

Remuneration of the Non-Executive Directors:

1. Remuneration:

The remuneration shall be in accordance with the statutory provisions of the Act and the Rules made

thereunder for the time being in force.

2. Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending

meetings of the Board or Committee thereof. Provided that the amount of such fees shall not exceed

the maximum amount as provided in the Act, per meeting of the Board or Committee or such amount

as may be prescribed by the applicable law from time to time.

Page 50

http://www/

3. Limit of Remuneration / Commission:

Remuneration / Commission may be paid within the monetary limit approved by Shareholders, subject

to the limit not exceeding 1% of the Net Profits of the Company computed as per the applicable provi-

sions of the Act.

4. Stock Options:

An Independent Director shall not be entitled to any stock option of the Company. Certain Non-Execu-

tive Directors are entitled to receive Sitting Fees for attending the Meetings of the Board and of Com-

mittees thereof in which they are Members

The details of Sitting Fees paid to Non-Executive Directors during the Financial Year 2019-20 are as

follows: -

Name of the Director Sitting Fees Paid (₹)

Mr. Ramesh Babu Nemani 1,55,000

Ms. Sridevi Dasari 1,35,000

Mr. Majeti Venkatasesha Sridhar Kumar 1,20,000

Mr. Suresh Atluri 50,000

Mr. Venkatesh Achanta 50,000

7. STAKEHOLDERS RELATIONSHIP COMMITTEE:

a) Composition and Attendance during the year

The Stakeholders’ Relationship Committee has been formed in compliance of Regulation 20 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the

Companies Act, 2013 which shall comprise of at least 3 (three) Directors, at least one being Independent

Director. The Chairperson of the Stakeholders’ Relationship Committee shall be a Non-Executive Direc-

tor and shall be present at every Annual General Meeting of the Company to answer queries of security

holders.

The Stakeholders’ Relationship Committee shall meet at least once in a year.

During the Financial Year (F.Y.) 2019-20, the Meeting of the Stakeholders’ Relationship Committee of the

Board of Directors held 4 (four) times i.e. 01st April, 2019, 3rd September, 2019, 14th November, 2019

and 12th February, 2020.

The necessary quorum was present for the said Meetings of the Stakeholders’ Relationship Committee

of the Board of Directors. The Stakeholders Relationship Committee has been formed in compliance of

Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursu-

ant to Section 178 of the Companies Act, 2013 comprising of 2 Independent Directors and 1 Executive

Director.

The composition of the Stakeholders Relationship Committee and the attendance of each Member of

the said Committee are as under:


held during the year

No of meetings

attended

Mr. Majeti Venkatasesha Sridhar Kumar Chairman 4 4

Mr. Ramesh Babu Nemani Member 4 4

Mr. Vijay Kumar Deekonda Member 4 4

Page 51

b) Terms of reference:

The terms of reference of the Stakeholders Relationship Committee (SRC) are as follows:

• Review statutory compliance relating to all security holders.

• Consider and resolve the grievances of security holders of the Company, including complaints related to

transfer of securities, non-receipt of annual report/ declared dividends/ notices/ balance sheet.

• Oversee compliances in respect of dividend payments and transfer of unclaimed amounts to the Inves-

tor Education and Protection Fund.

• Oversee and review all matters related to the transfer of securities of the Company.

• Approve issue of duplicate certificates of the Company.

• Review movements in shareholding and ownership structures of the Company.

• Ensure setting of proper controls and oversee performance of the Registrar and Share Transfer Agent.

• Recommend measures for overall improvement of the quality of investor services.

• Review the concerns received under the Tata Code of Conduct.

Name and Designation of Compliance Officer:

Ms. Neha Dwivedi is the Company Secretary & Compliance Officer of the Company.

Details of Investor Complaints received during the Financial Year 2019-20, are as follows:

The Stakeholders’ Relationship Committee and the Registrar and Transfer Agent (RTA) attend to all grievances

of investors.

The details of investor complaints during the Financial Year 2019-20 are as follows: -

Complaints outstanding as on 1st April, 2019 Nil

Complaints received during the period from 1st April, 2019 upto 31st March, 2020 Nil

Complaints resolved during the period from 1st April, 2019 upto 31st March, 2020 Nil

Complaints outstanding as on 31st March, 2020 Nil

Page 52

8. GENERAL BODY MEETINGS:

a) Venue, date and time of Annual General Meetings held during the last 3 years and special resolutions

passed:

AGM for the

Financial Year

Day, Date and Time Location Special Resolutions

2018-19

(36th AGM)

Monday, 30th

September,

2019 at 9:30 A.M.

Marigold Hotel, by and

beside Green Park Hotel,

7-1-25, Greenlands,

Begumpet,

Hyderabad - 500016

Re-appointment of Mr.

Majeti Venkatasesha

Sridhar Kumar (DIN:

06519699) as an

Independent Director

for second term of five

consecutive years, in

terms of Section 149

of the Companies Act,

2013;

2017-18

(35th AGM)

Saturday, 29th

September,

2018 at 10.00 A.M.

Marigold Hotel, by and

beside Green Park Hotel,

7-1-25, Greenlands,

Begumpet,

Hyderabad - 500016

No Special Resolution

was passed

at the AGM.

2016-17

(34th AGM)

Wednesday, 27th

September,

2017 at 9:30 A.M.

H. No. 1-62-192, 3rd Floor,

Dwaraka Avenue, Kavuri Hills,

Madhapur, Hyderabad,

Telangana-500033

Re-appointment of Mr.


(DIN-06991267) as

Whole Time Director of

the Company w.e.f 1st

October, 2017

b) Details of Postal Ballot and Extra Ordinary General Meeting conducted last year:

During the last year, the following resolutions were passed by the Members by requisite majority by means of

ballot and e-voting. The Board of Directors of the Company appointed Mrs. N. Vanitha, Practicing Company

Secretary, as the Scrutinizer for scrutinizing the postal ballot and e-voting process.

Date of Extra Ordinary General Meeting- 8th February, 2020

Voting Period: Wednesday, 5th February, 2020 to Friday 7th February, 2020

Date of declaration of result: 8th February, 2020

Day, Date and Time Location Special Resolutions

Saturday, H. No. 1-62-192, 3rd Floor, Issue of Non-Convertible

8th February,2020 at 10:00 A.M. Dwaraka Avenue, Kavuri Hills, Debentures Madhapur, Hyderabad,

Telangana-500033

9. MEANS OF COMMUNICATION:

The quarterly, half yearly and annual financial results of the Company are published in English in Business

Standard and in Navatelangana. The results were also displayed on the Company’s website www.grandeur-

products.com. No presentations were made to the Institutional Investors or to Analysts.

Page 53

10. GENERAL SHAREHOLDER INFORMATION:

a) Details of the forthcoming 37th Annual General Meeting

Date 30th September, 2020

Day Wednesday

Time 10:00 A.M

Venue # 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills,

Madhapur, Hyderabad – 500033, Telangana, India

b) Financial Calendar for 2020-21 (tentative)

The Financial year of the Company is April - March of every year and the tentative details of the financial

calendar for the year 2020-21 are as under:

Financial Results for the Quarter ending 30th June 2020 First/Second of August, 2020

Financial Results for the Quarter ending 30th September 2020 First/Second week of November, 2020

Financial Results for the Quarter ending 31st December 2020 First/Second week of February 2021

Financial Results for the year ending 31st March 2021 Third/fourth week of May ,2021

c) Date of Book closure: From Wednesday, 23rd September, 2020 to Wednesday, 30th September,

2020 (both days inclusive).

d) Dividend Payment Date: Company is not paying any dividend for the Financial Year 2019-20.

e) Listing Details & Listing Fees:

Payment of Listing Fees: -

The Company is listed on BSE Limited (“BSE”) The International Securities Identification Number (ISIN)

Number of the Company is INE545R01010. Your Company has paid the Annual Listing fees for the

Financial Year 2019-20 to BSE.

Payment of Depository Fees: -

Annual Custody / Issuer Fee for the Financial Year 2019-20, has been paid by your Company to National

Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The equity shares of the Company are listed on the following Stock Exchange with the stock codes as

indicated against each Stock Exchange:

Name of the Stock Exchange Stock Code

The Bombay Stock Exchange Limited

Phiroze Jheejeebhoy Towers, Dalal Street, Mumbai – 400 001

539235

The Listing fees for the year 2019-20 has been paid to the Stock Exchange.

Page 54

f) Market Price Data

High, low during each month and trading volumes of the Company’s Equity Shares during the last

financial year 2019-20 at The BSE Limited (BSE) are as under:

MONTH BSE

High Low Close Qty Traded

Apr-19 335.00 230.00 307.90 4514

May-19 321.00 188.20 234.60 18076

Jun-19 306.60 246.00 306.60 442

Jul-19 378.00 305.85 372.00 938

Aug-19 374.00 318.50 335.00 783

Sep-19 363.00 285.00 307.50 1187

Oct-19 329.85 275.00 303.60 3999

Nov-19 324.95 289.00 323.30 7242

Dec-19 320.00 291.80 305.00 9922

Jan-20 320.00 300.00 310.15 17179

Feb-20 320.00 297.85 319.00 16598

Mar-20 320.00 284.00 284.00 13174

g) Registrar and Share Transfer Agent

Venture Capital and Corporate Investments Private Limited is the Registrar and Share Transfer Agent (RTA)

for handling the physical and electronic registry work. The Shareholders are requested to address their share

related requests / queries to the RTA at the following address:

Venture Capital and Corporate Investments Private Limited

12-10-167, Bharat Nagar, Hyderabad, 500018,

Phone : +91 040-23818475/23818476/23868023

Fax : +91 040-23868024

Page 55

h) Share Transfer System

The requests for physical Share Transfers, Transmissions, Transposition etc., are received by the Company or by

the Registrar and Share Transfer Agent. In respect of shares, which are traded in the dematerialised form, the

transfers are processed and approved in electronic form by NSDL/CDSL through their Depository Participants.

The physical Share Transfers, Transmissions, Transposition, etc., are processed based on number of requests

received and keeping in view the prescribed timeline. The shares lodged for physical Transfer/Transmission/

Transposition are registered as per the requirement of the SEBI (LODR) Regulations, 2015, if the documents are

complete in all respects. Adequate care is taken to ensure that no share transfers are pending for more than the

period stipulated in the SEBI (LODR) Regulations, 2015. Shares requested for dematerialisation are generally

confirmed within prescribed time period.

To ensure swift processing of the Share Transfers, Transmissions, Transposition etc., the Board of Directors have

delegated necessary powers to the Stakeholders’ Relationship Committee.

i) Secretarial Audit and other certificates:

• Pursuant to Regulation 40 (9) of the Listing Regulations, certificates have been issued on a half-yearly

basis, by a Company Secretary in practice, certifying due compliance of share transfer formalities by the

Company.

• A Company Secretary in practice carries out a quarterly Reconciliation of Share Capital Audit, to reconcile

the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository

Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total

issued/ paid-up capital is in agreement with the aggregate of the total number of shares in physical form

and the total number of shares in dematerialized form (held with NSDL and CDSL).

• In accordance with the SEBI Circular dated 8th February, 2019, the Company has obtained an Annual

Secretarial Compliance Report from Mrs. N. Vanitha Practicing Company Secretary confirming

compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended 31st

March, 2020.

j) Shareholding Pattern as at 31st March 2020:

S. No Category of Shareholders No. of Shares Percentage

1 Promoter & Promoter Group 5717690 25.63

2 Other Bodies Corporate 3995475 17.91

3 Resident Individuals 11984895 53.71

4 Trust 611960 2.74

5 Clearing Member 1940 0.01

6 Non-Resident Indian (NRI) 0 0.00

Total 22311960 100.00

Page 56

k) Distribution of Shareholding as at 31st March 2020:

Nominal Value Holders Amount

Number % To Total In Rs. % To Total

Upto - 5000 452 78.75 118460 0.05

5001 - 10000 27 4.70 244570 0.11

10001 - 20000 13 2.26 244180 0.11

20001 - 30000 8 1.39 200160 0.09

30001 - 40000 2 0.35 74000 0.03

40001 - 50000 5 0.87 250000 0.11

50001 - 100000 4 0.70 330340 0.15

100001 and above 63 10.98 221657890 99.34

Total 574 100 223119600 100

l) Dematerialization of Shares and Liquidity

The equity shares of the Company are admitted in the following Depositories of the country under the

International Securities Identification Number (ISIN) INE545R01010. This number is required to be quoted in

each transaction relating to the dematerialized equity shares of the Company. The Company has entered into

Agreements with both NSDL and CDSL to facilitate the shareholders to dematerialize their equity shares with

any one of the Depositories.

Name of the Depositories and their Addresses:

National Securities Depository Limited: Trade World, A wing, 4th & 5th Floors, Kamala Mills,

Compound, Lower Parel, Mumbai - 400 013.

Central Depository Services (India) Limited: Marathon Futurex, A-Wing, 25th floor, NM Joshi Marg,

Lower Parel, Mumbai 400013

As at 31st March 2020, 2,23,03,860 equity shares, representing 99.96% of the Company’s total number of

shares, have been dematerialized.

m) Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely

impact on Equity:

The Company does not have any outstanding GDRs / ADRs / warrants /convertible instruments.

n) Commodity price risk or foreign exchange risk and hedging activities: Not Applicable

o) Plant Location: Not Applicable

p) Address & E-mail id for investors Correspondence, queries and grievances:

Neha Dwivedi

Company secretary & Compliance Officer

H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills,

Madhapur, Hyderabad, Telangana-500033

e-mail: [email protected]

Page 57


11. DISCLOSURES

(A) Related Party Transactions:

The Policy on Related Party Transactions is available on the website of the Company www.grandeurproducts.

com. There are no materially significant related party transactions that may have potential conflict with

the interests of the Company at large.

Attention of the Shareholders is drawn to the disclosures of transactions with Related Parties set out in

the Notes to the Standalone Financial Statement forming a part of the Annual Report.

In preparation of the Financial Statements, your Company has adopted accounting policies which are in

line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read

together with the Companies (Indian Accounting Standards) Rules, 2015. The significant accounting

policies, which are consistently applied, have been set out in the Notes to the Accounts.

Except for drawing remuneration by the Whole Time Director and payment of sitting fees to Non-

executive and Independent Directors, none of the Directors have any other material significant related

party transactions, pecuniary or business relationship with the Company.

(B) Penalty / Strictures relating to Capital Markets:

There are no instances of non-compliance by the Company, and no penalties or strictures were imposed

on the company by Stock Exchange or SEBI or any Statutory Authority, on any matter related to capital

markets, during the last three years.

(C) Mechanism and Whistle Blower Policy:

The Company has a Whistle Blower Policy, available at the Company’s website and it is affirmed that no

personnel has been denied access to the Audit Committee.

(D) Details of Compliance with Mandatory Requirements and Adoption of Non-Mandatory Requirements:

The Company has complied with the Mandatory requirements under SEBI (LODR) Regulations, 2015. The

status of adoption of the Non-Mandatory requirements specified in Part E of Schedule II is given below:

i. Reporting of internal auditor: The Internal Auditor of the Company reports directly to the Audit

Committee.

(E) Policy on Material Subsidiaries:

The Policy on Material Subsidiaries is used to determine the material subsidiaries and material non-

listed Indian Subsidiaries Company in order to comply with the requirements of Regulation 16(1)(c)

and Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015, as amended of the Related Party Transaction Policy is disclosed on the

Company’s website and its weblink is: http://www.grandeurproducts.com/InvestorsRelation.html

(F) Code of Conduct:

The Code of Conduct for the Board of Directors and the Senior Management Personnel has been

disclosed on the website of your Company, viz., www.grandeurproducts.com. The declaration by the

Managing Director stating that all the Board Members and Senior Management Personnel have affirmed

their compliance with the laid down Code of Conduct for the Financial Year ended 31st March, 2020, is

annexed to this Corporate Governance Report.

Page 58

http://www.grandeurproducts.com/InvestorsRelation.html


(G) Disclosures by Management to the Board of Directors:

The Company had received disclosures from all the Senior Management Personnel stating that none

of them had any personal interest in any of the financial and commercial transactions entered into

by the Company during the Financial Year 2019-20. Interested Directors, if any, neither participate in

discussions, nor do they vote on such matters.

(H) Recommendations of Committees of the Board:

During the year under review, there were no instances, where the Board did not accept any

recommendations of any Committees of the Board which were mandatorily required.

(I) CEO and CFO Certification:

Mr. Vijay Kumar Deekonda, Whole time Director and Chief Financial Officer, have issued the Certificate

in accordance with Regulation 17(8) of the Listing Regulations with regard to Quarterly and Annual

Financial Statements for the Financial Year ended 31st March, 2020.

(J) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, prohibition

and redressal) Act, 2013:

a. Number of complaints filed during the financial year: 0

b. Number of complaints disposed of during the financial year: 0

c. Number of complaints pending as on end of the financial year: Nil

(K) Non-compliance of any requirement of Corporate Governance Report of sub-paras (2) to (10) of

Para C to Schedule V of the Listing Regulations:

The Company has complied with all the requirements in this regard, to the extent applicable.

(L) Fees to Statutory Auditors:

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the

Statutory Auditors and all entities in the network firm/network entity are as follows:

S. No Particulars Amount in Rs. (including taxes)

1 Statutory Audit Fees 10,62,000

2 Certification Fees Nil

Page 59

(M) Disclosures of compliance with Corporate Governance requirements specified in Regulation 17

to 27 and Regulation 46(2)(b) to (i) of the Listing Regulations:

Sr. No. Particulars Regulation Compliance

Status Yes/

No/N.A.

Compliance observed

for the following:

1. Board of Directors 17& 17A Yes • Board Composition

• Meeting of Board of Directors

• Review of Compliance Reports

• Plans for Orderly Succession for

Appointments

• Code of Conduct

• Fees/Compensation

• Minimum Information to be placed

before the Board

• Compliance Certificate

• Risk Assessment and Management

• Performance Evaluation of Independent

Directors

• Explanatory Statement to be annexed to

General Meeting

• Maximum Number of Directorships

2. Audit Committee 18 Yes • Composition

• Meeting of Audit Committee

• Powers of Audit Committee

• Role of Audit Committee and Review of

Information by the Committee

3. Nomination and

Remuneration

Committee

19 Yes • Composition

• Role of the Committee

• Frequency of Meetings

4. Stakeholders’

Relationship

Committee

20 Yes • Composition

• Role of the Committee

• Frequency of Meetings

5. Vigil Mechanism 22 Yes • Formulation of Vigil Mechanism for

Directors and Employees

• Direct access to Chairperson of Audit

Committee

6. Related Party

Transactions

23 Yes • Policy on Materiality of Related Party

Transactions and on dealing with Related

Party Transactions

• Related Party Transactions of the

Company are in accordance with

contracts duly approved by the

Audit Committee, Board of Directors and

Shareholders.

• Review of transactions pursuant to

aforesaid Contracts

• Disclosure of Related Party Transactions

Page 60

8. Corporate Governance

requirements with

subsidiary of Listed entity

24 & 24 A Yes • Review of Investments made by unlisted

subsidiary companies by the Audit

respect to Committee.

• Minutes of Meetings of Board of Directors

of unlisted subsidiary companies placed

at the Meetings of the Board of Directors

of the Company.

• Review of significant transactions and ar

rangements entered into by the unlisted

subsidiary companies.

• Secretarial Audit Report of Material Sub

sidiary to be annexed

9. Obligations with respect

to Independent Directors

25 Yes • Maximum Directorships and Tenure

• Meeting of Independent Directors

• Familiarisation of Independent Directors

10. Obligations with respect

to Directors and Senior

Management

26 Yes • Memberships / Chairmanships in

Committees

• Affirmation with compliance to Code of

Business conduct and Ethics from

Directors and Management

11. Other Corporate

Governance

Requirements

27 Yes • Compliance with discretionary

requirements

• Filing of quarterly compliance report on

Corporate Governance

12. Website 46

(2)(b) to (i)

Yes • Terms and conditions of appointment

of Independent Directors

• Composition of various Committees of

Board of Directors

• Code of Business Conduct and Ethics for

Directors Management Personnel

• Details of establishment of Vigil

Mechanism/ Whistle Blower Policy

• Policy on dealing with Related Party

Transactions

• Details of familiarization programmes

imparted to Independent Directors

(O) Transfer of Unpaid / Unclaimed Amounts of Dividend to Investor Education and Protection Fund:

During the year under review, the Company was not required to transfer any amount to the Investor Ed-

ucation and Protection Fund (IEPF) pursuant to Rule 5(4) of the Investor Education and Protection Fund

Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as no amount of dividend was lying in

the unpaid / unclaimed dividend account.

Page 61

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015)

To,

The Members,

Grandeur Products Limited,


Kavuri Hills, Madhapur, Hyderabad, Telangana-500033

This certificate is issued pursuant to clause 10 (i) of the Part C of Schedule V of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 as amended vide circular dated May 9, 2018 of the Securities Ex-

change Board of India.

In our opinion and to the best of our information and according to the verifications (including Directors

Identification Number (DIN) status at the portal of Ministry of Corporate Affairs (MCA) i.e.,www.mca.gov.in) as

considered necessary and explanations furnished to us by the Company, we certify that none of the directors

of Grandeur Products Limited Corporate Identity Number -L15500TG1983PLC110115 having its Registered

Office at H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad, Telangana-500033

have been debarred or disqualified from being appointed or continuing as Directors of Companies by

Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Sd/-

N.Vanitha

Place : Hyderabad Practicing Company Secretary

Date : 4th September, 2020 C.P. No.10573

UDIN: A026859B000679654

Page 62

Declaration by the Managing Director under Para D of Schedule V of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

I, Vijay Kumar Deekonda, Whole Time Director of Grander Products Limited hereby confirm that all the Board

members and Senior Management Personnel of the Company have affirmed compliance with the respective

Codes of Conduct, as applicable to them for the year ended 31st March, 2020.


Place: Hyderabad

Date: 30th July, 2020 Sd/-


Whole Time Director

(DIN:06991267)

Page 63

CEO/CFO Certification

I, Vijay Kumar Deekonda, Whole Time Director and Chief Financial Officer, to the best of my knowledge and

belief, certify that:

a. I have reviewed the financial statements including cash flow statement (standalone and consolidated) for

the financial year ended March 31, 2020 and to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or

contain statements that might be misleading;

ii. these statement together present a true and fair view of the Company’s affairs and are in com-

pliance with existing accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the

year, which are fraudulent, illegal or violative of the Company’s code of conduct.

c. I accept responsibility for establishing and maintaining internal controls for financial reporting and that we

have evaluated the effectiveness of internal control systems of the Company pertaining to financial

reporting and have disclosed to the auditors and the Audit Committee, deficiencies in the design or

operation of such internal controls, if any, of which we are aware and the steps we have taken or pro-

pose to take to address these deficiencies.

d. I have indicated to the auditors and the Audit Committee:

i. significant changes in the internal control over financial reporting during the year;

ii. significant changes in the accounting policies during the year and that the same have been dis-

closed in the notes to the financial statements; and

iii. that there are no instances of significant fraud of which they have become aware of and involve-

ment therein of the management or an employee having a significant role in the Company’s

internal control system over financial reporting.


Place: Hyderabad

Date: 30th July, 2020 sd/-


Whole Time Director & Chief Financial Officer

Page 64

CERTIFICATE ON COMPLIANCE WITH THE CORPORATE GOVERNANCE REQUIREMENTS UNDER SEBI

(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

To

The Members of


We have examined the compliance of conditions of corporate governance by Grandeur Products Limited (the

‘Company’) for the Financial Years 2019-20 as prescribed in Regulations 17 to 27, clauses (b) to (i) of sub-reg-

ulation (2) of regulation 46 and paras C, D and E of Schedule V of Chapter IV of Securities and Exchange Board

of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’).

We state that the compliance of conditions of Corporate Governance is the responsibility of the management,

and our examination was limited to procedures and implementation thereof adopted by the Company for en-

suring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression

of opinion on the financial statements of the Company.

In our opinion, and to the best of our information and according to the explanations given to us, we certify

that the Company has complied with the conditions of Corporate Governance as stipulated in the aforesaid

provisions of LODR.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the

efficiency or effectiveness with which the management has conducted the affairs of the Company.

Sd/-

N. Vanitha

Place: Hyderabad Practicing Company Secretary

Date: 4th September, 2020 C.P. No.10573

UDIN: A026859B000679852

Page 65

Page 66

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A. CAUTIONARY STATEMENT:

The statements in the “Management Discussion and Analysis Report” describe your Company’s

objectives, projections, expectations, estimates or forecasts within the meaning of the applicable laws

and regulations. Actual results may differ substantially or materially from those expressed or implied

herein due to risks and uncertainties. Important factors that could influence the Company’s operations,

inter alia, input availability and prices, changes in government regulations, tax laws, economic, political

developments within the country and other factors such as litigations and industrial relations.

B. OVERVIEW

Agriculture plays a vital role in India''s economy. Two third of the Country''s population depends primarily

on agriculture for their livelihood. Continued subdued performance of the Agricultural sector with

abysmally low average growth rate of 2.2% per annum during last four years does not augur well for the

Economy.

The Government in the recent budget announced various programmes for the farming community. It

announced MSP of 1.5 times of the input cost of farmers for the kharif crops. Further increased allocation

for rural credit and fertilizer subsidy, along with irrigation reforms as well as full implementation of

eNAM system (online agriculture market place) has been announced.

Development and up-gradation of agriculture marketing infrastructure in 22,000 Gram panchayats and 58

APMCS will also help the farmers. The Government has also set aside '' 500 Crore for Operation Green to

address price volatility in perishable commodities. A special focus on food processing sector coupled with

increased allocation towards crop insurance would help the farmers. In addition, initiatives like supply of

subsidized fertilizer to farmers through Direct Benefit Scheme, supply of urea at statutorily controlled

price are steps in the right direction to double the farmers'' income.

Favourable monsoon forecast by IMD and Skymet, expected hike in MSP rates, possibility of higher yield

coupled with above mentioned initiatives taken by the government, augurs well for the farming

community to boost up agricultural growth thereby reviving rural consumption.

Enthused by the positive monsoon predictions, the food grain production in the coming year is expected

to surpass the record production of the previous year. While monsoon continues to be crucial for Kharif

crops, however, increasing production in the Rabi season has also helped in reducing over dependence on

monsoon during Kharif season.

Rising global temperatures due to climate change is also having an impact on cropping patterns and farm

incomes. Irrigation is the best insurance for climate change. Approximately 35% of the total cropped area

is under irrigation, leaving a large part of India to the mercy of monsoons. Over the last few years

improved canal connectivity and micro irrigation to some extent has helped improve productivity,

especially in the states of Uttar Pradesh, Haryana, Punjab and Maharashtra. However, relatively poor

irrigation and low reservoir levels in Southern states continue to be a matter of concern.

Low farmer awareness, wide variation in climate, poor research infrastructure, high government

interference and poor regulations on Intellectual Property Rights has restricted corporate penetration in

the segment. However, the seed industry is expected to grow exponentially with increasing diffusion of

modern technology. The fast technological changes have led to movement of the industry from open

pollinated seeds to hybrid seeds to genetically modified seeds.

Page 67

Given the growth of the seed sector in recent years, India has the potential to become the foremost

player in the seed export business in the developing world with prospective markets in Asia, Africa and

South America. The domestic consumption of seeds is also expected to grow exponentially with

increasing use of modern agricultural technology.

The key success factors in the Indian seed industry are product mix, R&D, established production system

and a strong marketing and distribution network. The distribution network assumes greater significance

in seed industry because of the criticality of rightly forecasting a shifting demand and a very brief

product take off period at the retail end.

Strong R&D base, wide and vibrant delivery channel with a close relation with farming community is what

it takes to success in seed industry.

In a nutshell in the above backdrop and due to overall positive sentiments the agricultural sector is

poised for a decent double digit growth in the coming years.

C. INDUSTRY STRUCTURE AND DEVELOPMENT:

The Budget 2020 has identified Agriculture Sector as one of the key drivers of the economy. Under the

budget Agricultural Marketing Infrastructure (AMI) scheme 40 lakh MT of storage capacity & 400 other

marketing Infrastructure projects are targeted by 2019-20.

Indian agriculture sector’s contribution to the Indian economy and its existing vulnerabilities has

reemphasised the need for structural reforms, adoption of technology and investments in infrastructure.

The Indian government’s quick response to support the sector was demonstrated by regular reforms.

“Atmanirbhar Bharat” initiative further confirmed government’s focus on the sector, with many

initiatives targeted towards improving the state of agriculture in India.

• Government amended the Essential Commodity Act, allowing farmers to sell their produce outside

the APMC mandi yard, and having barrier free inter-state trade will be big game changing reforms

in days to come.

• Government has set up agriculture infra fund of Rs. One lac crores for building farm gate

infrastructure and logistics for value addition.

• Government will allow 50% subsidy on transportation of all Fruits & Vegetables from surplus to

deficiency markets and 50% subsidy on storage including cold storages.

The Government of India has introduced several projects to assist the agriculture sector. They are

Pradhanmantri Gram Sinchai Yojana: The scheme aims to irrigate the field of every farmer and improving

water use efficiency to achieve the motto `Per Drop More Crop’. Overall the scheme ensures improved

access to irrigation. Around 285 new irrigation projects will be undertaken in 2020 to provide irrigation

for 18.8 million hectares of land. As per Union Budget 2019-20 the scheme has allocated Rs 1.60 lakh

crore (US$ 22.64 billion) for Agriculture, Irrigation & allied activities.

D. OUTLOOK:

The size, diversity and the overall steady growth of the Seed industry in India offer great potential for

the company to proactively adopt strategies to sustain leadership position in the Industry. Also, the

company is focused on strengthening the front end and back end business activities with a view to have

better visibility of end products in the market place across the spectrum and sustainable sourcing and

origination capabilities to capture the value chain. The focus is also targeted towards achieving

continuous improvement in products, processes and service offerings to serve our customers. The

company is in the processing of adding businesses with diversification to support growth strategy,

leverage upstream and downstream strengths and sustain presence in agriculture segments, within the

Page 68

overall product portfolio in agriculture sector.

The future prospects of the company are quite promising as the company has been constantly introducing

new varieties of superior quality hybrids across its crop range year after year & its increasing focus on

high margin & high growth products like vegetable seeds etc. should add to its top line & bottom line

significantly.

Company continues to work across segments in field crops like Millets, Corn, Rice, Cotton, Mustard,

Fodder Crops etc. in addition to vegetables like Okra, Tomato, Chillies, Cabbage, Gourds, etc.

The effort of the Company is to widen the portfolio by way of launching products for each of the

microsegments in the market.

E. RESEARCH AND DEVELOPMENT

R&D is the key driving force for growth of any company in agriculture. It is the potential factor to

turnaround the entire business and propels growth of the Company.

While the Company has been focusing on growth, R&D has always acted as a propeller in the ocean of

agriculture industry. The R&D team has delivered good hybrids of Cotton, Corn, Paddy, Millet and

Mustard. These varieties have helped in strengthening the overall brand equity of your Company.

Vegetable R&D also continues to come up with a number of hybrids in Okra, Tomato & Chili. Along with it

the Company has also launched some hybrids in Gourds and Cucurbits, especially Melons and Cucumbers.

The Company''s R&D team is working to come up with solutions to resolve the productivity challenges,

surpassing the biotic and abiotic stress & reducing the dependency of farming community on pesticide

and other Agri inputs.

Traditionally, India has been an agrarian economy with livelihood of over 58% of the population still

dependent on agriculture despite having just about 20% share in total gross value added (GVA) in FY17 (at

current prices). Due to rising contribution from the food processing segment, the Indian food industry is

expected to grow at a faster clip with enormous potential through value addition. Indian food processing

segment accounts for over 32% of the total food market enjoying higher growth rate. Globally, India

ranks sixth in domestic food and grocery market which is dominated by retail.

Seed industry is an evergreen industry and it is not impacted with the economic slowdown as agriculture

is an important sector of Indian economy and 60% to 70% of India’s population depends upon agriculture

for their livelihood. Agriculture sector contributes 18% of GDP and 50% employment of the country’s

workforce.

F. FINANCIAL REVIEW

During the financial year, your Company posted a net loss of ₹169.87 Lakhs. The Company is taking steps to improve the Company’s performance and increase the profitability in the future. The key highlights of the Standalone and Consolidated Financials for the Financial Year ended March 31, 2020 are as under:

( ₹ in Lakhs)

Particulars Standalone Consolidated

2019-2020 2018-2019 2019-2020 2018-2019

Revenue from operations

3.42 380.20 9,868.50 10,629.23

Other income 2.87 15.01 35.32 31.09

Profit/ (Loss) before Finance

(59.84) 177.08 644.50

877.84

Page 69

cost, Depreciation and Tax Finance costs 108.60 126.87 560.11 356.79

Depreciation and amortization expense

1.91 1.67 29.70 34.28

Profit before exceptional and extraordinary items and tax

(170.35) 48.55 54.69 486.77

Exceptional items

- - (27.13) (27.45)

Extraordinary items

- - - -

Profit before tax

(170.35) 48.55 27.56 459.32

Tax expense:

(1) Current tax - 8.82 38.92 102.53

(2) Prior Year Income Tax expenditure

- 0.60 (4.54) 0.60

(3) Deferred tax (0.48) 19.58 11.09 4.05

(4) MAT Credit Entitlement

- (5.43) -

-38.92

(18.69)

Profit (Loss) for the year

(169.87) 24.98 21.01

370.82

Other comprehensive income

(23.96) (92.37) (25.20) (92.36)

Total comprehensive income for the period

(193.83) (67.38) (4.18) 278.46

G. Key Financial Ratios (Consolidated)

In accordance with SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the details of significant changes (change of 25% or more as compared to the immediately previous financial year) are given below:

S. No. Financial Ratios 2019-2020 2018-2019

1. Operating Profit Margin (%) 6.25 7.96

2. Net Profit Margin (%) 0.21

3.47

3. Interest Coverage Ratio 1.10 2.38

4. Current Ratio 0.89 0.96

5. Debt Equity Ratio 2.94 2.39 6. Debtors Turnover 3.03 6.43 7. Inventory Turnover 1.56 2.46 8. Return on Net Worth 0.00 8.24

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H. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate and appropriate systems of internal controls commensurate with its size and the nature of its operations and these have broadly withstood the test of time. The systems have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorizations and ensuring compliance of corporate policies.

The Internal Audit team is reviewed by the Audit Committee of the Board which monitors its performance on a periodic basis through review of audit plans, audit findings and speed of issue resolution through follow-ups. Through at least four meetings every year, the audit committee reviews internal audit findings assurance and advisory function, which is responsible for evaluating and improving the overall effectiveness of risk management, control and government processes. This entire process helps enhance and protect organizational value by providing risk-based objective assurance, advice and insight.

I. OPPORTUNITIES AND THREATS:

India''s burgeoning population and rising need for food grains, increasing GDP coupled with increasing seed replacement rate, better awareness among the farming community about the benefits of using certified seeds, has led to a spur in demand for Hybrid seeds over the past few years.

With rising disposable income and change in the lifestyle and food habits of Indians the demand for fruits and vegetables has increased the need for quality vegetable seeds. The low hybridisation in Vegetable Segment, presents ample opportunity for the seed sector to grow multi-fold in next few years.

Continued economic growth and increasing demand for food in many emerging economies, especially in African and Asian continent, has opened new markets for quality seeds. Being in similar agro-climatic conditions and the potential adaptability of Indian Hybrid seeds in these regions is opening up new vistas to expand geographically.

Escalation in hybridisation rate in some of the under penetrated crops coupled with approval for GM in food crops in future has the potential to accelerate the growth of the industry.

Increasing role of the organized sector, post demonetization and GST implementation, growth in contract farming, increased mechanization, easy availability of credit and a host of recent measures initiated by the Government will further help catalyse the growth of the Indian seed industry.

During the year your Company has completed acquisition of 100% of share capital of Tierra Seed Science PrivateLimited (TSSPL) which is established in year 2012 as a technology focus agriculture company, thus making it Wholly Owned Subsidiary of your Company. Your Company’s emphasis on R&D has been critical to its success and a differentiating factor from competitors. Dedicated R&D is undertaken in existing products primarily with a focus to improve yields and process efficiencies. Your Company also focuses on R&D efforts in areas where there is a significant growth potential. Acquisition of TSSPL provided your Company access to strong R&D capabilities. Investment is also being made in developing innovative technologies to further grow through product portfolio across businesses.

Page 71

The wholly owned subsidiary of your company i.e. Tierra Agrotech Private Limited is one of the germplasm enriched company in the country, particularly in cotton after acquisition of Monsanto’s India cotton business and Dupont – Pioneer Cotton company Xylem. Your Company will continue to focus on improving the market share present products as well as in launching new products. Your Company’s ability to increase sales will be strengthened by continued focus on offering a wide range of innovative products which will help in gaining market share.

India is expected to achieve the ambitious goal of doubling farm income by 2022. The agriculture sector in India is expected to generate better momentum in the next few years due to increased investments in agricultural infrastructure such as irrigation facilities, warehousing and cold storage. Furthermore, the growing use of genetically modified crops will likely improve the yield for Indian farmers. India is expected to be self-sufficient in pulses in the coming few years due to concerted efforts of scientists to get early-maturing varieties of pulses and the increase in minimum support price.

The performance of the seed industry is heavily dependent on monsoons, pest and disease incidences on crops. Major fluctuations in total rainfall and its distribution affect the crop acreages and overall productivity and have a direct correlation with sales. Over the period industry has become more fragmented which may Affect Company’s profitability. Strong support produce prices and better availability of credit will ease the pressure on the farming community. Tightening regulations can be looked upon as an opportunity by committed enterprises.

Water scarcity has also become a growing issue as water is utilized for potable use and less water is available for farming. Water stress is and will be driven by degeneration of water table caused by usage, shifts in demand for water, and variation in availability of water resources due to climatic changes. During past few years the rate of expansion of area under irrigation is slowing down and it will be imperative to increase area under irrigation to reduce the usage of water by optimally utilizing the natural resource.

J. HUMAN RESOURCES:

People are the key assets that are instrumental in driving the company’s performance year on year. Their passion, commitment, sense of ownership and team work has enabled the Company to grow even in unpredictable and uncertain environment. The Company strives to offer a positive, supportive, open and high performance work culture where innovation and risk taking is encouraged.

The Company has been working with internal and external faculty including exposing people across segments to training programmes . The HR team continues to work with the leadership in building capabilities across the organisation to help it achieve a sustainable growth agenda. The Company continues to work towards providing an encouraging work culture where performance and innovation are encouraged and recognised.

Further, your Company would like to sincerely appreciate the valuable contribution and support of employees towards the performance and growth of the Company.

Page 72

Annexure A

AOC-1- (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of

Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of

subsidiaries/ associate companies/ joint ventures

Part A Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

1. Sl. No. 1 2

2. Name of the subsidiary Tierra Agrotech

Private Limited

Tierra Seeds Science

Private Limited

3. Reporting period for the subsidiary

concerned, if different from the holding

company’s reporting period

01.04.2019 to 31.03.2020

01.04.2019 to 31.03.2020

4. Reporting currency and exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries

Not Applicable

Not Applicable

5. Share capital 2,51,00,000 2,06,18,750

6. Reserves and surplus 4,16,04,270 (16,60,08,670)

7. Total assets 1,32,51,05,842 30,91,23,690

8. Total Liabilities 1,32,51,05,842 16,37,33,590

9. Investments 74,06,689 -

10. Turnover 98,93,31,752 13,54,25,242

11. Profit before taxation 2,33,20,190 (1,89,39,413)

12. Provision for taxation 7,02,995 -

13. Profit after taxation 2,26,17,195 (1,89,39,413)

14. Proposed Dividend - -

15. Extent of shareholding (in percentage) 100% 100%

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations: Nil

2. Names of subsidiaries which have been liquidated or sold during the year-: Nil

Part B Associates and Joint Ventures Statement pursuant to Section 129 (3) of the Companies

Act, 2013 related to Associate Companies and Joint Ventures:

Name of Associates/Joint Ventures TIDAS Agrotech Private Limited

1. Latest audited Balance Sheet Date 31.03.2020

2. Shares of Associate/Joint Ventures held by the

company on the year end

50% of total paid up share capital

held by Tierra Agrotech Private Limited

No. 7,40,668

Amount of Investment in Associates 74,06,680

3. Description of how there is significant influence due to percentage(%) of Share Capital

4. Reason why the associate/joint venture is not consolidated Not Applicable

5. Net worth attributable to Shareholding as per

latest audited Balance Sheet

12,55,551

6. Profit / Loss for the year

Considered in Consolidation

Not Considered in Consolidation

(54,26,129)

-

Page 73

Notes: The following information shall be furnished at the end of the statement:

1. Names of associates or joint ventures which are yet to commence operations - Nil

2. Names of associates or joint ventures which have been liquidated or sold during the year- Nil

As per our Report of even date

For Ramasamy Koteswara Rao and Co LLP

Chartered Accountants Firm Registration Number :010396S/S200084

C V Koteswara Rao Partner M No. 028353

For and on behalf of the Board of


Vijay Kumar Deekonda Sridevi Dasari Neha Dwivedi

Whole Time Director Director Company Secretary

DIN:06991627 DIN:07512095

Place: Hyderabad

Date : 30-07-2020

Annexure B

Details of the options granted under various employee stock option schemes as on 31st March,

Page 74

2020:

A. Relevant disclosures in terms of the ‘Guidance note on accounting for employee share-based

payments’ issued by ICAI form part of the notes to the financial statements provided in this

Annual Report.

B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall

be disclosed in accordance with ‘Accounting Standard 20 - Earnings per Share form part of the

notes to the financial statements provided in this Annual Report.

C. i. Grandeur Employee Stock Option Scheme II, 2016(GPLESOS II, 2016) - Details of the Scheme:

S.No. Description Grandeur Employee Stock Option Scheme II,

2016(GPLESOS II, 2016)

1. Date of shareholders’ approval 8th November, 2016

2. Total number of options approved under ESOS. 7,50,000 options

3. Vesting requirements After One year but not later than Two years

from the date of grant of such Options.

4. Exercise price or pricing formula The Exercise Price shall be equal to face

value of shares i.e. ₹ 10 per Option (or)

shall not be less than seventy five percent

(75%) of the “Market Price” as per the ESOP

Regulations (or ) any other price as decided

by the Compensation and Remuneration

Committee..

5. Maximum term of options/shares granted. Options granted under this GPLESOS II 2016

would Vest after One year but not later than

Two years from the date of grant of such

Options.

6. Source of shares (primary, secondary

or combination)

Primary

7. Variation of terms of options/shares Nil

8. Method used to account for ESOS/ESPS Intrinsic

Where the company opts for expensing of the options using the intrinsic value of the options, the

difference between the employee compensation cost so computed and the employee compensation

cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The

impact of this difference on profits and on EPS of the company shall also be disclosed. - Not Applicable

as on the date..

Page 75

Option movement during the year

S. No. Particulars Details

1. Number of options/shares outstanding at the beginning of the year 7,50,000

2. Number of options/shares granted during the year Nil

3. Number of options forfeited/lapsed during the year* Nil

4. Number of options vested during the year Nil

5. Number of options exercised during the year Nil

6. Number of shares arising as a result of exercise of options Nil

7. Money realized by exercise of options (INR), if scheme is

implemented directly by the company

Nil

8. Loan repaid by the Trust during the year from exercise price received NA

9. Number of options outstanding at the end of the year 7,50,000

10. Number of options/Shares exercisable at the end of the year 7,50,000

11. Weighted-average exercise NA

12. Weighted-average fair values NA

13. Employee wise details of options granted to NA

a. Key managerial personnel -

b. Any other employee who receive a grant of options in any one year

of option amounting to 5% or more of option granted during the year

-

c. identified employees who were granted option, during any one year,

equal to or exceeding 1% of the issued capital (excluding outstanding

warrants and conversions) of the company at the time of grant.

A description of the method and significant assumptions used during the year to estimate the fair value of

options- Not Applicable as on the date.

ii. Grandeur Employees Stock Purchase Scheme 2017” (“GPL-ESPS 2017”)-

In terms of the scheme company has provided loan of ` 61,19,600 to Grandeur Products Limited

Employees Welfare Trust (GPL Trust) for acquiring the shares of the Company. And subsequently the

Company has issued and allotted 6,11,960 Equity Shares of ` 10 each to Grandeur Products Limited

Employees Welfare Trust (GPL Trust).

The GPL-ESPS 2017 shall be administered by Grandeur Products Limited Employees Welfare Trust (GPL Trust)

under the supervision of the Nomination and Remuneration Committee.

Page 76

i. Details of the Scheme

S.No. Description Grandeur Employee Stock Option Scheme II,

2016(GPLESOS II, 2016)

1. Date of shareholders’ approval 25th March, 2017

2. Number of shares issued 7,50,000 ( Out of 7,50,000, 6,11,960 Equity

Shares has been allotted to Grandeur Products

Limited Employees Welfare Trust on 31st March,

2017)

3. The price at which such shares are issued The Purchase Price of the shares shall not be

less than the face value of the shares and which

may such amount as may be determined by the

Board of Trustees of the Trust in consultation with

the Board of Directors of the Company and the

Nomination and Remuneration Committee of the

Company.

4. Lock-in period The equity shares issued under GPL-ESPS 2017

shall be locked in for a minimum period of one

year from the date of allotment as per SEBI

Regulations and also as per the provisions of this

Scheme.

ii. The following details regarding allotment made under each ESPS, as at the end of the year :

S. No. Particulars Details

1. The details of the number of shares issued under ESPS 7,50,000

2. The price at which such shares are issued 6,11,960

3. Employee wise details of options granted to NA

a. Key managerial personnel

b. Any other employee who receive a grant of options in

any one year of option amounting to 5% or more of

option granted during the year

-

-

c. Identified employees who were granted option,

during any one year, equal to or exceeding 1% of the issued

capital (excluding outstanding warrants & conversions) of the

Company at the time of grant

-

Consideration received against the issuance of shares, if scheme is

implemented directly by the company

Not Applicable

Loan repaid by the Trust during the year from exercise price received No Loan repayment

has been received yet.

Date: 4th September, 2020

Place: Hyderabad


sd/-


Chairman & Whole Time Director

(DIN:06991267)

Page 77

Annexure - C

Form No. MR-3

SECRETARIAL AUDIT REPORT

for the Financial Year ended March 31, 2020 [Pursuant to Section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To The Members Grandeur Products Limited H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad, Telangana-500033

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by M/s. Grandeur Products Limited., (hereinafter called the

Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for

evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minutes books, forms and returns filed and

other records maintained by the Company and also the information provided by the company, its

officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report

that in our opinion , the Company has, during the audit period covering the financial year ended on 31st

March, 2020 complied with the statutory provisions listed hereunder and also that the Company has

proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to

the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records

maintained by the Company for the financial year ended on 31st March, 2020 according to the provisions

of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder.

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment. (Not applicable to the company during the audit period).

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009/2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,

2014; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008/2018; (Not applicable to the Company during the audit period)

Page 78

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the audit period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998/2018

(Not applicable to the Company during the audit period); and (i) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015;

vi. Other specifically applicable laws to the Company:

• The Seeds Act, 1966 read with Seeds Rules, 1968.

We have also examined compliance with the applicable clauses Secretarial Standards issued by the

Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

• The Board of Directors of the Company is duly constituted with proper balance of Executive

Directors, Non-Executive Directors and Independent Directors. There were no changes in the

composition of the Board of Directors during the period under review were carried out in

compliance with the provisions of the Act.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed

notes on agenda were sent at least seven days in advance, and a system exists for seeking and

obtaining further information and clarifications on the agenda items before the meeting and

for meaningful participation at the meeting.

* All the decisions at the Board Meetings and Committee Meetings have been carried out

unanimously as recorded in the Minutes of the meetings of the Board of Directors or

Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with

the size and operations of the company to monitor and ensure compliance with applicable laws, rules,

regulations and guidelines. The following are the details of the major events took place during the

financial year under review:

• On 12th February, 2020, the company has allotted 1,80,990 10% Secured Redeemable Unlisted

Non-Convertible Debentures of Rs.100/- each to the Non-Promoter Group on private

placement basis against the conversion of accrued interest pending to be paid as on 31st

December, 2019 to the NCD holders of the Company;

• During the period under review, the Company completed 100% acquisition of Tierra Seed

Science Private Limited on 20th March, 2020, by acquiring further 10,81,857 equity shares of

the Company during the year, thus making it Wholly Owned Subsidiary of the Company.

• The Open offer made by Mr. Suresh Atluri (“Acquirer 1”), Mr. Surinder Kumar Tikoo (“Acquirer

2”), Mr. Parthasarathi Bhattacharya (“Acquirer 3”) and Mr. Satish Kumar Tondapu (“Acquirer

4”) Mrs. Sailaja Mannepalli (“PAC 1”) and Mr. Srinivasa Rao Paturi (“PAC 2”) (hereinafter

collectively referred to as “ Acquirers and PACs”) to the Equity Shareholders of Grandeur

Page 79

Products Limited (hereinafter referred to as “GPL”/“Target Company”) pursuant to and in

compliance with regulation 3(1) and 4 of the Regulations to acquire upto 58,01,200 Equity

Shares of Rs. 10/- each representing 26% of the Equity Share Capital/Voting Capital of the

Target Company (“Offer Size”) at a price of Rs. 40/- (Rupees Forty only) per Equity Share

(“Offer Price”), to the Public Shareholders of the Target Company. After the closing of the

financial year the Acquirers and PACs have acquired 2,25,000 Equity Shares form the public

shareholders of the company. The open offer got completed in the month of May, 2019.

Consequent to completion of open offer Mr. Suresh Atluri (“Acquirer 1”), Mr. Surinder Kumar

Tikoo (“Acquirer 2”), Mr. Parthasarathi Bhattacharya (“Acquirer 3”) and Mr. Satish Kumar Tondapu (“Acquirer 4”) Mrs. Sailaja Mannepalli (“PAC 1”) and Mr. Srinivasa Rao Paturi (“PAC 2”) became the promoters of the Company with the existing promoters.

We further report that during the audit period there were no specific events/actions having a major

bearing on Company’s affairs in pursuance of the above-referred laws, rules, regulations, guidelines,

standards etc.

Sd/-

N. Vanitha

Place: Hyderabad Company Secretary

Date: 4th September, 2020 C.P. No.: 10573

UDIN: A026859B000669523

Note: This report is to be read with our letter of even date which is annexed as ‘Annexure-a’ and forms

an integral part of this report.

Page 80

Annexure-a

To The Members Grandeur Products Limited H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad, Telangana-500033

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial and other statutory record is the responsibility of the management

of the company. Our responsibility is to express an opinion on these records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the Secretarial records. The verification was

done on test basis to ensure that correct facts are reflected in secretarial records. We believe that

the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of

Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of

laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,

standards is the responsibility of management. Our examination was limited to the verification of

procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor

of the efficacy or effectiveness with which the management has conducted the affairs of the

company.

Sd/-

N. Vanitha



UDIN: A026859B000669523

Page 81

Annexure - D

Form No. MR-3

SECRETARIAL AUDIT REPORT

for the Financial Year ended 31st March, 2020

[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment

and Remuneration Personnel) Rules, 2014] & Regulation 24A of Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015

To

The Members

M/s. Tierra Agrotech Private Limited


Kavuri Hills, Madhapur, Hyderabad–500033

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by M/s. Tierra Agrotech Private Limited., (hereinafter called

the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for

evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and

other records maintained by the Company and also the information provided by the company, its officers,

agents and authorized representatives during the conduct of secretarial audit, we hereby report that in

our opinion, the Company has, during the audit period covering the financial year ended on 31st March,

2020 complied with the statutory provisions listed hereunder and also that the Company has proper

Board-processes and compliance mechanism in place to the extent, in the manner and subject to the

reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records

maintained by the Company for the financial year ended on 31st March, 2020 according to the

provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder.

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the

extent of Foreign Direct Investment; (Not applicable to the Company during the audit

period)

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act’): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011 (Not applicable to the Company);

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

(Not applicable to the Company);

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009/2018 (Not applicable to the Company);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014


Page 82

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008/2018 (Not applicable to the Company);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009

(Not applicable to the Company); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998/2018


(i) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015;

vi. Other specifically applicable laws to the Company:

• The Seeds Act, 1966 read with Seeds Rules, 1968.

We have also examined compliance with the applicable clauses of Secretarial Standards issued

by the Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act,

Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

• The Board of Directors of the Company is duly constituted with proper balance of Executive

Directors, Non-Executive Directors and Independent Directors. There were no changes in the

composition of the Board of Directors during the period under review were carried out in

compliance with the provisions of the Act.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed

notes on agenda were sent at least seven days in advance, and a system exists for seeking and

obtaining further information and clarifications on the agenda items before the meeting and for

meaningful participation at the meeting.

• All the decisions at the Board Meetings and Committee Meetings have been carried out

unanimously as recorded in the Minutes of the meetings of the Board of Directors or Committee of

the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate

with the size and operations of the company to monitor and ensure compliance with applicable

laws, rules, regulations and guidelines. The following are the details of the major events that

took place during the financial year under review:

• The Company had filed an application with the Hon’ble National Company Law Tribunal (“NCLT”),

Bench at Hyderabad for approving the Scheme of Amalgamation between M/s. Tierra Agrotech

Private Limited (Transferee Company) and M/s. Xylem Seeds Private Limited (Transferor

Company) and their respective shareholders and creditors.

The Hyderabad Bench of NCLT sanctioned the scheme of amalgamation on 20th August, 2019

and certified true copy of the amalgamation was received on 26th August, 2019. As per the

order, Xylem Seeds Private Limited (“Transferor Company”) which is the wholly owned

subsidiary of Transferee Company has been merged with Tierra Agrotech Private Limited

(“Transferee Company”) which is Wholly owned Subsidiary of the Company.

Page 83

Consequent to the same, Transferor Company have ceased to be subsidiary of the Transferee

Company and in turn step down subsidiary of Grandeur Products Limited (Holding Company of

Transferee Company).

Sd/-

N. Vanitha



UDIN: A026859B000676761

Note: This report is to be read with our letter of even date which is annexed as ‘Annexure-a’ and forms

an integral part of this report.

Annexure- a

The Members

M/s. Tierra Agrotech Private Limited


Kavuri Hills, Madhapur, Hyderabad–500033

Our report of even date is to be read along with this letter.

7. Maintenance of secretarial and other statutory record is the responsibility of the management of

the company. Our responsibility is to express an opinion on these records based on our audit.

8. We have followed the audit practices and processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the Secretarial records. The verification was

done on test basis to ensure that correct facts are reflected in secretarial records. We believe that

the processes and practices, we followed provide a reasonable basis for our opinion.

9. We have not verified the correctness and appropriateness of financial records and Books of

Accounts of the company.

10. Where ever required, we have obtained the Management representation about the compliance of

laws, rules and regulations and happening of events etc.

11. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,

standards is the responsibility of management. Our examination was limited to the verification of

procedures on test basis.

12. The Secretarial Audit report is neither an assurance as to the future viability of the company nor

of the efficacy or effectiveness with which the management has conducted the affairs of the

company.

Sd/-

N. Vanitha



UDIN: A026859B000676761

Page 84

Addendum to

The Secretarial Audit Report of Tierra Agrotech Private Limited

For the year ended March 31, 2020

In continuation to and to be read with the above report dated 4th September,2020:

Since the auditors have already been appointed, the terms of appointment of the auditors have been suitably

modified to give effect to 6(A) and 6(B) of SEBI Circular No. CIR/CFD/CMD/114/2019 dated October 18, 2019.

Sd/-

N. Vanitha



Page 85

Annexure – E

AOC-2

Particulars of contracts/arrangements entered into by the Company with Related Parties

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

Accounts Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related

parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length

transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis: The Company has not entered

into any contract/arrangement/transaction with its related parties which are not in ordinary course of business

or at arm’s length during FY 2019-20.

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts/arrangements/transactions: Not Applicable

(c) Duration of the contracts / arrangements/transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

(e) Justification for entering into such contracts or arrangements or transactions: Not Applicable

(f) Date(s) of approval by the Board: Not Applicable

(g) Amount paid as advances, if any: Not Applicable

(h) Date on which the special resolution was passed in general meeting as required under first proviso to

section 188: Not Applicable

2. Details of material contracts or arrangement or transactions at arm’s length basis:

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts/arrangements/transactions: Not Applicable

(c) Duration of the contracts / arrangements/transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

(e) Justification for entering into such contracts or arrangements or transactions: Not Applicable

(f) Date(s) of approval by the Board: Not Applicable

(g) Amount paid as advances, if any: Not Applicable


sd/-


Place: Hyderabad Chairman and Whole Time Director

Date: 4th September, 2020 (DIN:06991267)

Page 86

Annexure – F

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO

((Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

A. Conservation of Energy:

i. The steps taken or impact on conservation of energy– Nil

ii. The steps taken by the company for utilizing alternate sources of energy – Nil

iii. The capital investment on energy conservation equipments – Nil

B. Technology Absorption:

i. the efforts made towards technology absorption- Nil

ii. The benefits derived like product improvement, cost reduction, product development or import

Substitution-Nil

iii. in case of imported technology (imported during the last three years reckoned from the beginning

of the financial year):

a) Technology imported - Nil

b) Year of import - Nil

c) Whether the technology been fully absorbed - NA

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof – NA

iv. The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings and out go: During the year there were no Foreign Exchange Earnings and

out go.


sd/-


Chairman and Whole Time Director

(DIN:06991267)


Place: Hyderabad

Page 87

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31st March, 2019

Annexure- G

[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management & Admin-

istration) Rules, 2014]

I. REGISTRATION & OTHER DETAILS:

1. CIN L15500TG1983PLC110115

2. Registration Date 03/01/1983

3. Name of the Company Grandeur Products Limited

4. Category/Sub-category

of the Company

Company Limited by Shares/

Indian Non-Government Company.

5. Address of the Registered office

& contact details


Kavuri Hills, Madhapur, Hyderabad, Telangana-500033

Contact no.-040-48526655

Email id: [email protected]

Website: www.grandeurproducts.com

6. Whether listed company Yes.

7. Name, Address & contact details of the

Registrar & Transfer Agent, if any.

Venture Capital And Corporate

Investments Private Limited

12-10-167, Bharat Nagar,

Hyderabad, Telangana 500018

Contact no.-040-23818475, Fax No.-040-23868024

Email id: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10

% or more of the total turnover of the company shall be stated)

S. No. Name and Description of main

products / services

NIC Code of the

products / services

% to total turnover

of the company

1 Sale of Cotton Seeds 6810 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Sl.

No.

Name and Address of

The Company

CIN/GLN

Associate

Holding/

Subsidiary/

% of shares

held

Applicable

Section

1 Tierra Agrotech Private Limited

Registered Office:

H. No. 1-62-192, 3rd Floor,

Dwaraka Avenue, Kavuri Hills,

Madhapur, Hyderabad,

Telangana-500033

U01119TG2013PTC090004 Subsidiary

Company

100.00 Section

2(87)(ii)

Page 88




2 Tierra Seed Science Private Limited

Registered Office: Plot No. 198,

Sai Aiswarya Residency

Khajaguda Village, Golconda Post

Hyderabad, Telangana-500008

U01403TG2012PTC078361 Wholly

owned

Subsidiary

100.00 Section

2(87)(ii)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the

beginning of the year


end of the year

% Change

during

the year

A. Promoters

Demat Physical Total % of Total Shares


(1) Indian

a) Individual/ HUF 3195000 0 3195000 14.32 3195000 0 3195000 25.63 11.31

b) Central Govt 0 0 0 0 0 0 0 0 0

c) State Govt(s) 0 0 0 0 0 0 0 0 0

d) Bodies Corp. 0 0 0 0 0 0 0 0 0

e) Banks / FI 0 0 0 0 0 0 0 0 0 f) Any other 0 0 0 0 0 0 0 0 0 Sub Total (A) (1) 3195000 0 3195000 14.32 3195000 0 3195000 25.63 11.31

(2) Foreign

(a) Individuals ( Non-

Resident Individuals/ Foreign Individuals)

0

0

0

0

0

0

0

0

0

(a) Bodies Corporate 0 0 0 0 0 0 0 0 0

(b) Institutions 0 0 0 0 0 0 0 0 0

(c) Qualified Foreign Investors 0 0 0 0 0 0 0 0 0

Sub Total (A) (2) 0 0 0 0 0 0 0 0 0

Total shareholding of

Promoter and

Promoter Group

(A) = (A)(1)+(A)(2).

3195000

0

3195000

14.32

3195000

0

3195000

14.32

11.31 B. Public Shareholding

1. Institutions 0 0 0 0 0 0 0 0 0

a) Mutual Funds 0 0 0 0 0 0 0 0 0 b) Banks / FI 0 0 0 0 0 0 0 0 0

c) Central Govt 0 0 0 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0 0 0 0

e) Venture Capital Funds 0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0 0 0

g) FIIs 0 0 0 0 0 0 0 0 0 h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1):- 0 0 0 0 0 0 0 0 0 2. Non-Institutions

a) Bodies Corp. 0 0 0 0 0 0 0 0 0

i) Indian 4229189 130 4229319 18.96 3995345 130 3995475 17.91 (1.05) ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals

i) Individual

shareholders

holding nominal

share capital

up to Rs. 2 lakh ii) Individual

85767

8970

94737

0.42

122452

7970

130422

0.58

0.16

Page 89

shareholders

holding nominal

share capital in excess of

Rs 2 lakh

14179067

0

14179067

63.55

11854473

0

11854473

53.13

(10.42)

Category of

Shareholders




end of the year

% Change

during

the year

(c) Others (specify)



Grandeur Products Limited Employees Welfare Trust

611960

0

611960

2.74

611960

0

611960

2.74

(2.11)

Clearing Member 1459 0 1459 0.01 1940 0 1940 0.01 0.00

Sub-total (B)(2):- 19107860 9100 19116960 85.68 16586170 8100 16584270 74.67 (11.01)

Total Public Shareholding (B)=(B)(1)+ (B)(2)

19107860

9100

19116960

85.68

16586170

8100

16584270

74.67

(11.01)

C. Shares held by Custodian for GDRs & ADRs

-

-

-

-

-

-

-

-

-

Grand Total (A+B+C) 22302860 9100 22311960 100.00 22303860 8100 22311960 100.00 -

ii. Shareholding of Promoters:

S

No

Shareholders

Name




end of the year

% Change during the year

No. of Shares % of total

Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares % of total

Shares of the company

%of Shares Pledged / encumbered to total shares

1 Suresh Atluri 1000000 4.48 0 22,55,000 10.11 64.32 5.63

2 Sailaja M 743100 3.33 0 1143100 5.12 82.90 1.79

3 Parthasarathi

Bhattacharya

0

0

0

1000000

4.48

100.00

4.48

4 Satish Kumar

Tondapu

554590

2.49

0

779590

3.49

100.00

1.00

5 Surinder Kumar

Tikoo

0

0

0

225000

1.01

0.00

1.01

6 Jayaramaprasad

Munnangi

1089250

4.88

0

200000

0.90

0.00

(3.98)

7 N Sai Charan 100000 0.45 0 100000 0.45 0.00 (0.45)

8 Visweswara Rao K 2005750 8.99 0 10000 0.04 0.00 (8.95)

9 Srinivasa Rao Paturi 0 0 0 5000 0.02 0.00 0.02

Total 5492690 24.62 0.00 5717690 25.63 73.07 1.01

Page 90

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

SN Particulars Shareholding at the


Cumulative Shareholding

during the year

No. of shares % of total

shares of the company

No. of shares % of total

shares of the company

1 Suresh Atluri

2255000

10.11

At the beginning of the year 1000000 4.48

At the end of the year 2255000 10.11

2 Sailaja M

1143100

5.12



3 Parthasarathi Bhattacharya

1000000

4.48



4. Satish Kumar Tondapu

779590

3.49



5. Surinder Kumar Tikoo

225000

1.01



6. Jayaramaprasad Munnangi

200000

0.90



7. N Sai Charan

100000

0.45



8. Visweswara Rao K

10000

0.04



9. Srinivasa Rao Paturi

5000

0.02



Page 91

iv) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

S.No. Name of

Shareholder

Shareholding at the beginning of the year

Date Increase /

Decrease

Reason Cumulative Shareholding

No. of

shares

% of total

shares of the

company

No. of

shares

% of total

shares

of the Company

1 Adhbutham Business

Solutions Private Limited

2300000

10.31

03-05-2019

(2,25,000)

on market open offer

2075000

9.30

2 KRG Polychem Private Limited 1875000 8.40 - - Nil movement

during the year

1875000 8.40

3 Challa Rajendra Prasad 1100000 4.93 - - Nil movement

during the year

1100000 4.93

4 Challa Srishant 1100000 4.93 - - Nil movement

during the year

1100000 4.93

5 Challa Soumya 1100000 4.93 - - Nil movement

during the year

1100000 4.93

6

Challa Shantha

1100000

4.93

-

-

Nil movement

during the year

1100000

4.93

7 G D Baheti And Sons Huf 1000000 4.48 - - Nil movement

during the year

1000000 4.48

8 Mohan Krishna B 1000000 4.48 - - Nil movement

during the year

1000000 4.48

9 Sushil Bahety & Sons 750000 3.36 - - Nil movement

during the year

750000 3.36

10

Grandeur Products Limited Employees Welfare Trust

611960

2.74

-

-

Nil movement during the year

611960

2.74

v) Shareholding of Directors and Key Managerial Personnel:

SN Name of Shareholder Shareholding at the


Date Increase /

Decrease

Reason Cumulative

Shareholding

No. of

shares

% of total

shares

of the

company

No. of

shares

% of total

shares

of the

company

1. Suresh Atluri 1000000 4.48 24/05/2019 12,55,000 Acquisition

of Shares

through Share

Purchase Agreement

22,55,000 10.11

1000000 4.48 - 12,55,000 22,55,000 10.11

Page 92

VI) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Amount in `)

Particulars Secured Loans

excluding deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year 0 0 0 0

i) Principal Amount 12,50,00,000 0 0 12,50,00,00

ii) Interest due but not paid 66,76,030 0 0 66,76,030

iii) Interest accrued but not due 0 0

Total (i+ii+iii) 13,16,76,030 0 0 13,16,76,030

Change in Indebtedness during the financial year

* Addition 1,80,99,000 0 0 1,80,99,000

* Reduction 1,80,99,000 0 0 1,80,99,000

Net Change - 0 0 -

Indebtedness at the end of the financial year

i) Principal Amount 14,30,99,000 0 0 14,30,99,000

ii) Interest due but not paid 0 0

iii) Interest accrued but not due 25,81,240 0 0 25,81,240

Total (i+ii+iii) 14,56,80,240 0 0 14,56,80,240

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Amount in `)

S. No. Particulars of Remuneration Whole Time Director Total Amount


1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

13,80,000 13,80,000

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

2 Stock Option 0 0

3 Sweat Equity 0 0

4 Commission

- as % of profit - others, specify…

0

0

5 Others, please specify 0 0

Total (A) 13,80,000 13,80,000

Ceiling as per the Act The remuneration were within the limits prescribed under

the Companies Act, 2013 read with Schedule V and the

Rules framed thereunder.

Page 93

B. Remuneration to other directors: (Amount in `)

SN. Particulars of Remuneration Name of Directors

1 Independent Directors

Nemani

Ramesh Babu

Venkatasesha

Majeti Achanta Sridhar Kumar

Sridevi Dasari Venkatesh Amount

Fee for attending board /

committee meetings

1,55,000

1,20,000

1,35,000

50,000

4,60,000

Commission 0 0 0 0 0

Others, please specify 0 0 0 0 0

Total (1) 1,55,000 1,20,000 1,35,000 50,000 4,60,000

2 Other Non-

Executive Directors

Fee for attending board/

Suresh Atluri

-

-

-

-

committee meetings 50,000 - - 50,000

Commission 0 - - -

Others, please specify 0 - - -

Total (2) 50,000 - - 50,000

Total (B)=(1+2) 2,05,000 1,20,000 1,35,000 50,000 5,10,000

Total Managerial

Remuneration

2,05,000

1,20,000

1,35,000

50,000

5,10,000

Overall Ceiling as per the Act The sitting fees paid to Non-Executive Directors were within the limits prescribed

under the Companies Act, 2013 and the Rules framed thereunder

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

S. No. Particulars of Remuneration Key Managerial Personnel

Company

Secretary

Chief Financial

Officer (CFO)

Total

1 (a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961 7,26,000 0 7,26,000

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961 0 0 0

(c) Profits in lieu of salary under

section 17(3) Income-tax Act, 1961 0 0 0

2 Stock Option 0 0 0

3 Sweat Equity 0 0 0

4 Commission 0 0 0

- as % of profit 0 0 0

Others, specify… 0 0 0

5 Others, please specify 0 0 0

Total 7,26,000 0 7,26,000

VIII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties, punishment or compounding of offences during the year ended 31st March, 2020.


Place: Hyderabad


sd/-



(DIN:06991267)

Page 94

Annexure-H

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a. The ratio of the remuneration of each director to the median remuneration of the employees of the

Company for the Financial Year:

Sl No Name of Director/KMP Designation Ratio of the remuneration to

the median remuneration of

the employees

1. Vijay Kumar Deekonda Whole Time

Director and CFO

1.31:1

2. Priyanka Kumari Company Secretary and

Compliance Officer

Not Applicable

3. Neha Dwivedi Company Secretary and

Compliance Officer

Not Applicable

Mr. Ramesh Babu Nemani, Mr. Majeti Venkatasesha Sridhar Kumar and Mrs. Sridevi Dasari Independent Directors and

Mr. Munnangi Jayaramaprasad, Non-Executive Director were paid only sitting fees for attending the Board Meetings.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer,

Company Secretary in the Financial Year:

Sl No Name of Director/KMP Designation Ratio of the remuneration to the median remuneration of the employees

1.


Whole Time Director and CFO

Nil

2. Priyanka Kumari Company Secretary and

Compliance Officer

10%

3. Neha Dwivedi Company Secretary and

Compliance Officer

NA

c. The Percentage increase in the median remuneration of employees in the Financial Year: 3.24%

d. The number of permanent employees on the rolls of Company: Other than Whole Time Director and Company

Secretary, no permanent Employees are working in the Company.

e. Average percentile increase already made in the salaries of employees other than the managerial personnel

in the last financial year and its comparison with the percentile increase in the managerial remuneration and

justification thereof and point out if there are any exceptional circumstances for increase in the managerial

remuneration: Average percentile increase in remuneration of employees during the Financial Year 2019-20

was Nil as compared to average percentile increase in remuneration of managerial personnel which was 5% as

there are no permanent employees in the company except Whole Time Director and Company Secretary.

f. The Remuneration paid is in terms of the Nomination and Remuneration Policy of the Company.

Page 95

Information as per Rule 5(2) of Chapter XIII, the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014

S.No

Name

Designation

& Nature of

employment

Educational

qualification

Age

Experience

Date of Joining

Gross

remuneration

paid (Rs. in

Lakhs)

Previous

employment

and designation,

If any

No. Shares

held, If any

Remarks

Not Applicable


sd/-



(DIN:06991267)


Place: Hyderabad

Page 96

Page 97

INDEPENDENT AUDITOR’S REPORT

To the Members of GRANDEUR PRODUCTS LIMITED

Report on the Standalone Ind AS financial statements

Opinion

We have audited the accompanying standalone financial statements of Grandeur Products Limited (the “Company”), which comprise the Balance Sheet as at 31st March, 2020, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as the “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the “Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2020, the loss and total comprehensive Loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (“SA”s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibilities for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions

Page 98

of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative

Page 99

factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31st March, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2020 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197 of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

Page 100

i. The Company does not have any pending litigations disclosed the impact of pending litigations on its financial position in its standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Ramasamy Koteswara Rao and Co LLP Chartered Accountants Firm Registration Number: 010396S/S200084

Place: Hyderabad (C V Koteswara Rao)Date: 30-07-2020 Partner Membership No.028353 UDIN: 20028353AAAADU9528

Page 101

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT(Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our

report to the Members of Grandeur Products Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub- section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Grandeur Products Limited (the “Company”) as of 31st March, 2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial con-trols based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “ICAI”). These responsi-bilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial in-formation, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial report-ing of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operat-ed effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal finan-cial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over finan-cial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial state-ments, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting of the company. Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable as-surance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

Page 102

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possi-bility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over finan-cial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2020, based on the internal financial control over financial reporting criteria established by the Company considering the es-sential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.



Page 103

ANNEXURE ‘B’ TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Grandeur Products Limited of even date)

i. In respect of the Company’s fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a program of verification to cover all the items of fixed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The Company doesn’t have Immovable properties. Hence reporting under this clause is not applicable.

ii. As explained to us, the management has conducted physical verification of inventory at reasonable intervals.

iii. According to the information and explanations given to us, the Company has granted unsecured loan to company covered in the register maintained under section 189 of the Act, in respect of which:

(a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Company’s interest.

(b) The schedule of repayment of principal has been stipulated and repayments or receipts of principal amounts have been regular as per stipulations.

(c) There is no overdue amount remaining outstanding as at the balance sheet date.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans and making investments as applicable.

v. The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under with regard to the deposits accepted from the public are not applicable.

vi. The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company. Thus, reporting under clause vi of the order is not applicable to the Company.

vii. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Cess and other material statutory dues in arrears as at 31st March, 2020 for a period of more than six months from the date they became payable.

(c) There are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, Goods and Service Tax outstanding on account of dispute.

viii. Based on our audit procedures and according to information and explanations given to us, the company has not defaulted in repayment of loans or borrowings to the debenture holders.

Page 104

ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause ix of the Order is not applicable to the Company.

x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no material fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us, the Company has paid or provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. The Company is not a Nidhi Company and hence reporting under clause xii of the Order is not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

xiv. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures and hence reporting under clause xiv of the Order is not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

xvi. In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause xvi of the order are not applicable to the company and hence not commented upon.


Place: Hyderabad (C V Koteswara Rao)Date: 30-05-2019 Partner Membership No.028353

Page 105

STANDALONE BALANCE SHEET AS AT MARCH 31, 2020 (Amount In `)

Particulars Note No. As at As at 31.03.2020 31.03.2019I Assets a) Property,Plant and Equipment 2 3,07,869 4,69,702 b) Intangible assets 2 3,00,00,000 3,00,00,000 c) Financial Assets (i) Investments 3 19,37,36,317 15,37,36,317 d) Other Non Current Assets 4 32,87,000 32,87,000 e) Deffered tax Assets (Net) 5,21,864 1,95,623

Total Non-Current Assets (A) 22,78,53,050 18,76,88,642 Current Assets a) Inventories - - b) Financial Assets i) Investments 3 39,34,658 66,08,566 ii) Trade Receivables 5 1,82,05,551 3,00,20,097 iii) Loans 6 35,11,44,143 40,03,81,000 iv) Cash and cash equivalents 7 1,90,565 8,50,402 c) Other current assets 8 1,79,57,662 1,80,62,889

Total Current Assets (B) 39,14,32,579 45,59,22,953 Total Assets (A+B) 61,92,85,629 64,36,11,595 Equity and Liabilities Equity a) Share Capital 9 22,31,19,600 22,31,19,600 b)Other Equity 23,56,94,680 25,50,77,696

Total Equity (A) 45,88,14,280 47,81,97,296

Liabilities Non - current liabilities: (a) Financial Liabilities a) Borrowings 10 14,30,99,000 12,50,00,000 b) Deffered tax Liabilities (Net) - -

Total Non-Current Liabilities (B) 14,30,99,000 12,50,00,000

Current liabilities

(a) Financial Liabilities a) Borrowings 11 1,19,48,390 1,62,83,923 b) Trade payables 12 19,34,755 1,59,70,780 c) Other financial liabilities 13 32,57,704 72,77,606 d) Provisions 14 2,31,499 8,81,990 Total Current liabilities (C ) 1,73,72,348 4,04,14,299 Total Equity and Liabilities (A+B+C) 61,92,85,629 64,36,11,595

Summary of significant accounting policies 1

The accompanying notes are an integral part of these financial statements As per our report of even date

For RAMASAMY KOTESWARA RAO AND CO LLP For and on behalf of the Board Chartered Accountants Grandeur Products Limited Firm Registration Number :010396S/S200084 C V Koteswara Rao Vijay Kumar Deekonda Sridevi Dasari Partner Whole Time Director Director M.No: 028353 DIN:06991627 DIN:07512095 UDIN: 20028353AAAADU9528

Place:Hyderabad Neha Dwivedi Date: 30-07-2020 Company Secretary

Page 106

STANDALONE STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31 MARCH, 2020 (Amount In `) Particulars Note No As on As on March 31, 2020 March 31, 2019

I. Revenue from operations 15 3,42,390 3,80,20,097

II. Other income 16 2,86,708 15,01,398

6,29,098 3,95,21,494 III. Total Revenue (I + II)

IV. Expenses: Cost of materials consumed - - Purchases of Stock-in-Trade 17 (14,18,918) 1,53,07,990 Changes in inventories of finished goods, work-in-progress and Stock-in-Trade - - Employee benefits expense 18 24,73,327 30,16,758 Finance costs 19 1,08,59,891 1,26,87,149 Depreciation and amortization expense 2 1,91,433 1,66,674 Other expenses 20 55,58,715 34,88,220 1,76,64,448 3,46,66,791 V. Profit before exceptional and extraordinary items and tax (III-IV) (1,70,35,350) 48,54,703 VI. Exceptional items - - VII. Profit before extraordinary items and tax (V - VI) (1,70,35,350) 48,54,703 VIII. Extraordinary Items - - IX. Profit before tax (VII- VIII) (1,70,35,350) 48,54,703 X Tax expense: (1) Current tax - 8,81,990 (2) Prior Year Income Tax expenditure - 59,693 (3) Deferred tax (48,155) 19,57,893 (4) MAT Credit Entitlement - (5,43,233)XI Profit (Loss) for the year (1,69,87,195) 24,98,360 Other comprehensive income A. (i) Items that will not be reclassified to profit or loss Remeasurement of Investments (26,73,907) (1,03,08,930) (ii) Income tax relating to items that will not be reclassified to profit or loss 2,78,086 10,72,129 B. (i) Items that will be reclassified to profit or loss - (ii) lncome tax relating to items that will be reclassified to profit or loss

Total other comprehensive income net of taxes (23,95,821) (92,36,801)

Total comprehensive income for the period (1,93,83,016) (67,38,441)XVI Earnings per equity share: (1) Basic -0.87 0.11 (2) Diluted (0.87) 0.11

Notes to accounts 1-24


For RAMASAMY KOTESWARA RAO AND CO LLP For and on behalf of the Board Chartered Accountants Grandeur Products Limited Firm Registration Number :010396S/S200084 C V Koteswara Rao Vijay Kumar Deekonda Sridevi Dasari Partner Whole Time Director Director M.No: 028353 DIN:06991627 DIN:07512095 UDIN: 20028353AAAADU9528 Place:Hyderabad Neha Dwivedi Date: 30-07-2020 Company Secretary

Page 107

STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2020 (Amount In `)

Particulars As on As on March 31, 2020 March 31, 2019

A. Cash Flows From Operating Activities: Net profit before taxation, and extraordinary items (1,70,35,350) 48,54,703 Adjusted for : Interest Paid 1,08,59,891 1,26,87,149 Interest Income - (11,27,191)Profit on Redemption of Mutual Funds - (2,90,259)Revaluation of Investment - - Dividend Income (15,548) (77,249)Misc Income (Net) - - Rent Received - - Depreciation 1,91,433 1,66,674 Operating profits before working capital changes (59,99,574) 1,62,13,827 Changes in current assets and liabilities Inventories - - Trade Receivables 1,18,14,546 (3,00,20,097)Other Current assets 1,05,227 1,36,99,422 Loans 4,92,36,857 (24,76,06,000)Other Non Current assets - 10,29,000 Borrowings (43,35,533) 1,12,83,923 Trade Payables (1,40,36,025) 1,55,54,277 Other Financial Liabilities (40,19,900) 35,07,844 Short Term Provisions (6,50,491) - Cash generated from operations 3,21,15,106 (21,63,37,804)Income tax paid - 59,693 Cash used(-)/(+)generated from operating activities (a) 3,21,15,106 (21,63,97,497)B. Cash Flows From Investing Activities: Purchase of fixed assets and change in capital wip (29,600) (11,281)Purchase of Investment (4,00,00,000) (11,78,94,554)Dividend Income 15,548 77,249 Rent Received - - Profit on Redemption of Mutual Funds - 2,90,259 Interest Income - 11,27,191 Cash used(-)/(+)generated in investing activities (b) (4,00,14,052) (11,64,11,136)C. Cash Flows From Financing Activities: Proceeds from shares 26,80,00,000 Borrowings made during the year 1,80,99,000 7,50,00,000 Interest paid (1,08,59,891) (1,26,87,149)Cash used(-)/+(generated) in financing activities (c ) 72,39,109 33,03,12,851 Net increase(+)/decrease (-) in cash and cash equivalents (a+b+c) (6,59,837) (24,95,782)Cash and cash equivalents at the beginning of the year 8,50,401 33,46,183 Cash and cash equivalents at the end of the year 1,90,565 8,50,401 Reconciliation of cash and cash equivalents Balances with banks 1,90,565 6,53,731 Cash-in-hand - - 1,96,671 Cash and Cash Equivalent as per Cash Flow Statement 1,90,565 8,50,402

As per our report of even date For RAMASAMY KOTESWARA RAO AND CO LLP For and on behalf of the Board Chartered Accountants Grandeur Products Limited Firm Registration Number :010396S/S200084 C V Koteswara Rao Vijay Kumar Deekonda Sridevi Dasari Partner Whole Time Director Director M.No: 028353 DIN:06991627 DIN:07512095 UDIN: 20028353AAAADU9528


Page 108

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Notes forming part of the financial statements

Corporate information “Grandeur Products Limited (‘GPL’) is in the business of Seed Research & Marketing of Seeds and related

products . The Company was incorporated on 3rd January, 1983. GPL is a public limited Company incorpo-rated and domiciled in India and has its registered office at Hyderabad, India. It is listed on the BSE Limited.

“ The Standalone financial statements for the year ended 31st March, 2020 were approved by the Board of

Directors and authorised for issue on 30th July, 2020. 1 Significant Accounting Policies 1.1 Basis of preparation of financial statements These standalone financial statements have been prepared in accordance Indian Accounting Standards (Ind

As) according to the notification issued by the Ministry of Corporate Affairs under section 133 of the Com-panies Act, 2013 (‘the act’) read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 with effect from April 1, 2017.

1.2 Use of Accounting Estimates The preparation of financial statements in conformity with Ind AS requires management to make judgments,

estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on historical experiences and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

“a. Depreciation and amortization

Depreciation and amortization is based on management estimates of the future useful lives of certain class of property, plant and equipment and intangible assets.

” “b. Employee Benefits

The present value of the employee benefits obligations depends on a number of factors that are deter-mined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) includes the discount rate, wage escalation and employee attrition. The discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.”

“c. Provision and contingencies

Provisions and contingencies are based on the Management’s best estimate of the liabilities based on the facts known at the balance sheet date.”

1.3 “Functional and presentation currency

These financial statements are presented in Indian rupees, which is also the functional currency of the Com-pany. “

Page 111

1.4 Revenue recognition Revenue is measured at the fair value of the consideration received or receivable.

Sale of goods-The Company earns revenue from Sale of goods. Revenue is recognized only when it can be

reliably measured and it is reasonable to expect ultimate collection.

“Interest- Interest income from a financial asset is recognised when it is probable that the economic ben-efits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis.

Dividend- Dividend income from investments is recognised when the shareholder’s right to receive pay-

ment has been established (provided that it is probable that the economic benefits will flow to the Compa-ny and the amount of income can be measured reliably).

1.5 Property, plant and equipment & Capital work-in-progress Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses,

if any. Cost includes expenditures directly attributable to the acquisition of the asset.

Capital work-in-progress comprises the cost of the fixed assets that are not yet ready for their intended use at the balance sheet date.

1.6 Depreciation and Goodwill Depreciation is recognized in the statement of profit and loss on a straight line basis over the estimated

useful lives of property, plant and equipment based on to the Companies Act, 2013 (“Schedule II”), which prescribes the useful lives for various classes of tangible assets. For assets acquired or disposed off during the year, depreciation is provided on pro rata basis.

The useful lives of assets are periodically reviewed and re-determined and the unamortised depreciable

amount is charged over the remaining useful life of such assets. Assets costing Rs. 5,000/-and below are depreciated over a period of one year

1.7 Intangible Assets “Intangible assets are stated at cost less accumulated amortization and impairment if any. Intangible assets

are amortized over their respective estimated useful lives on a straight-line basis, from the date that they are available for use. The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition and other economic factors (such as the stability of the industry and known technological advances) and the level of maintenance expenditures required to obtain the expected future cash flows from the asset.

During the year the company has not provided any amount amortization of intangible assets.“ The estimated useful lives of intangible asset is as follows: Type of Asset Useful life Intangible Asset 10 Years

Page 112

“Provisions, contingent liabilities and contingent assets“ “Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are de-termined by discounting the expected future cash flows at a pre-tax rate that reflects current market as-sessments of the time value of money and the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.”

Contingent liabilities A disclosure for a contingent liability is made when there is a possible obligation or a present obligation

that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

“Contingent assets

Contingent assets are not recognized in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and re-lated income are recognized in the period in which the change occurs.”

1.8 Foreign Currency Transactions “The company translates all foreign currency transactions at Exchange Rates prevailing on the date of trans-

actions. Exchange rate differences resulting from foreign exchange transactions settled during the year are recognized as income or expenses in the period in which they arise.

Monetary current assets and monetary current liabilities that are denominated in foreign currency are translated at the exchange rate prevalent at the date of the balance sheet. The resulting difference is also recorded in the profit and loss account.”

1.9 Taxes on Income “Income tax comprises current income tax and deferred tax. Income tax expense is recognized in the state-

ment of profit and loss except to the extent it relates to items directly recognized in equity or in other comprehensive income.

a) Current income tax: Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amount are those that are enacted or substantively enacted by the reporting date and applicable for the period. The Company off sets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis or to realize the asset and liability simultaneously.”

b) Deferred tax: Deferred tax asset and liabilities are measured at the tax rates that are expected to apply to the period when the asset / liability is realized, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred Tax assets are recognized and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

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1.10 Earning Per Share (EPS) In determining earnings per share, the company considers the net profit after tax expense. The number

of shares used in computing basic earnings per share is the weighted average shares used in outstanding during the period.

1.11 Investments Long term unquoted investments are stated at cost & all other investments are carried at lower of cost or

fair value. 1.12 Impairment of non-financial assets “The Company assess at each reporting date whether there is any indication that the carrying amount

from non financial assets may not be recoverable. If any such indication exists, then the asset’s recoverable amount is estimated and an impairment loss is recognised if the carrying amount of an asset or Cash gen-erating unit (CGU) exceeds its estimated recoverable amount in the statement of profit and loss.

Goodwill is tested annually for impairment. For the purpose of impairment testing, goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the syner-gies of the combination.”

1.13 Provisions and Contingent Liabilities A Provision is recognized if, as a result of past event, the Company has a present legal obligation that is

reasonbly estimable, and it is probable that an outflow of economic benefits will be required to settle the present obligation. Provisions are determined by the best estimate of the outflow of economic benefits re-quired to settle the obligation at the reporting date. Where no reliable estimate can be made, a disclosure is made as contingent liability. A disclosure for a contingent liability is also made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of re-sources is remote, no provision or disclosure is made.

1.14 Financial Instruments A financial instrument is any contract that give rise to a financial asset of one entity and a financial liability

or equity of another entity. Initial Recognition Financial assets and liabilities are recognised when the Company becomes a party to the contractual provi-

sions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit and loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.

Subsequent Measurement Financial assets at fair value through other comprehensive income

Financial assets are measured at fair value through other comprehensive income if these financial assets are

held within a business whose objective is achieved both by collectiong contractual cash flows on specified dates to cash flows that are solely payments of principal and interest on the amount outstanding and sell-ing financial assets.

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Financial assets at fair value through Profit and Loss Financial assets are measured at fair value through profit and loss unless it is measured at amortised cost

or at fair value through other comprehensive income on initial recognition. The transaction costs that are directly attributable to the acquisition of financial assets and liabilities at fair value through profit and loss are immediately recognised in statement of profit and loss.

Financial liabilities Financial liabilities are classified as measured at amortised cost or Fair Value Through Profit and Loss Ac-

count (FVTPL). A financial liability is classified as at FVTPL if it is classified as held for-trading, or it is a deriv-ative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in statement of profit and loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in statement of profit and loss. Any gain or loss on derecognition is also recognised in statement of profit and loss.

Investment in Subsidiaries

Investment in Subsidiaries is carried at cost De-recognition The Company derecognises a financial asset when the contractual rights to the cash flows from the financial

asset expire or it transfers the financial asset and the transfer qualifies for derecognition as per Ind AS 109. A financial liability (or a part of a financial liability) is derecognised from the Company’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

“Cash and cash equivalents Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits

with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above are considered an integral part of the Company’s cash management.”

1.15 Cash flow statement Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects

of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or pay-ments. The cash flows from regular revenue generating, investing and financing activities of the company are segregated.

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Note - 2 Property,Plant and Equipment

Description Office Computers Accounting Total Equipments Software

Cost as at 31st March 2019 2,80,908 6,07,595 45,781 9,23,003

Additions - 29,600 - 29,600

Disposals - - - -

Cost as at 31st March 2020 2,80,908 6,37,195 45,781 9,52,603

Depreciation and Impairment -

As at 31 March 2019 1,23,293 3,33,164 8,125 9,23,003

Charge for the year 54,683 1,32,033 4,717 1,91,433

Disposals - - - -

As at 31st March 2020 1,77,976 4,65,197 12,842 11,14,436

Net Carrying Value

As at 31st March, 2019 1,57,615 2,74,431 37,656 4,69,702

As at 31st March 2020 1,02,932 1,71,998 32,939 3,07,869

Note 2 Intangible Assets

Description Total

Cost as at 01 April 2019 3,00,00,000

Additions

Disposals

Cost as at 31 March 2020 3,00,00,000

Depreciation and Impairment

Opening -

Charge for the Year -

Disposals -

As at March 31, 2020 -

Net Carrying Value

As at March 31, 2019 3,00,00,000

As at March 31, 2020 3,00,00,000

(Amount In `)

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Note 3 Investment Particulars As at As At 31 March 2020 31 March 2019

Financial Assets: Investments - non-current Unquoted Investment carried at cost “Investment in equity instruments of 100% Subsidiaries” “Tierra Agrotech Private Limited (25,10,000 Shares of Rs. 10/- each)” 3,58,41,763 3,58,41,763 “Tierra Seed Science Private Limited (20,61,857 Shares of Rs. 10/- each)” 15,78,94,554 11,78,94,554 Total Non Current Investments 19,37,36,317 15,37,36,317 Financial Assets: Investments - current Quoted Investment carried at fair value through profit or loss Equity Instruments 39,34,658 66,08,566 Investment carried at fair value through other comprehensive income Equity Instruments - -

Total Current Investments 39,34,658 66,08,566

Total Investments 19,76,70,975 16,03,44,883 9

Note 4

Other financial assets - non-current

Particulars As at 31 As at 31 March 2020 March 2019

Measured at Cost

Security Deposits 87,000 11,16,000

Advances Receivable 32,00,000 32,00,000

Other Advances -

Total 32,87,000 43,16,000

Note 5

Financial Assets - current: Trade receivables


Unsecured

Considered Good 1,82,05,551 3,00,20,097

Total 1,82,05,551 3,00,20,097

(Amount In `)

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Note 6

Financial Assets - current: Loans


Inter- corporate deposits

Loan to Subsidiary 35,11,44,143 40,03,81,000

Total 35,11,44,143 40,03,81,000

Note 7

Financial Assets - current: Cash and cash equivalents


Cash in Hand - 1,96,671

Cash at Bank:

In Current Account 1,90,565 6,53,731

Total 1,90,565 8,50,402

Note 8

Other current assets


Balances with Revenue Authorities 4,51,799 4,51,799

Capital Advances 1,69,51,188 1,70,56,415

Mat Credit Entitlement 5,54,675 5,54,675

Total 1,79,57,662 1,80,62,889

(Amount In `)

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Note 9 Share Capital

(Amount In Rs)

Particulars As at 31 March 2020 As at 31 March 2019

In Number Amount (Rs.) In Number Amount (Rs.)

Authorised Equity Shares of Rs.10/- each

2,50,00,000

25,00,00,000

2,50,00,000

25,00,00,000

Issued Equity Shares of Rs.10/- each fully paid

2,23,11,960

22,31,19,600

2,23,11,960

22,31,19,600

Subscribed & Paid up Equity Shares of Rs.10/- each fully paid

2,23,11,960

22,31,19,600

2,23,11,960

22,31,19,600

Total 2,23,11,960 22,31,19,600 2,23,11,960 22,31,19,600

Reconciliation of number of shares outstanding for the period



Equity Shares

Shares outstanding at the beginning of the year Shares Issued during the year ( Note A) Shares bought back during the year

2,23,11,960 - -

22,31,19,600 - -

1,26,11,960 97,00,000

-

12,61,19,600 9,70,00,000

-

Shares outstanding at the end of the year 2,23,11,960 22,31,19,600 2,23,11,960 22,31,19,600

Particulars of Share Holders Holding more than 5% shares during the period

Name of Shareholders As at 31 March 2020 As at 31 March 2019

No. of Shares held % of Holding No. of Shares held % of Holding

Suresh Atluri 22,55,000 10.11% 10,00,000 4.48%

Sailaja M 11,43,100 5.12% 7,43,100 3.33%

Visweswara Rao.K 10,000 0.04% 20,05,750 8.99%

KRG Polychem Private Limited 18,75,000 8.40% 18,75,000 8.40%

Adhbutham Business Solutions Private Limited

20,75,000

9.30%

23,00,000

10.31%

Total 73,58,100 32.98% 79,23,850 35.51%

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Note-A i. 7,50,000 Equity Shares of Rs. 20/- each(including the premium of Rs.10/- each) consequent tio the conversion of

1,50,000, 6% Compulsary Convertible Debentures(“CCDs”) having face value of Rs.100 each to Challa Srishanth on 10-04-2018.

ii. 22,50,000 Equity Shares of Rs. 20/- each(including the premium of Rs.10/- each) consequent tio the conversion of 4,50,000, 6% Compulsary Convertible Debentures(“CCDs”) having face value of Rs.100 each to Challa Srishanth on 07-05-2018.

iii. 67,00,000 Equity Shares of Rs. 10/- each of the company at an issue price of Rs.40/- (including Ppremium of Rs.30/-) per equity share on 05-05-2018 on Private Palcement Basis

B.Other equity

Particulars Reserves and Surplus TOTAL

Securities Retained Premium Reserve Earnings

Balance at 1 April 2016 - 12,38,667 12,38,667 Restatements - Profit for the Year 11,59,563 11,59,563 Other Comprehensive income - Dividend paid - - Dividend Distribution Tax - - Amount transfer to general reserve - - Net change in fair value of FVTPL investments and others - - - Prior Period Expenses - - Actuarial gain/(loss) on post-employment benefit obligations, net of tax benefit - Balance at 31 March 2017 - 23,98,230 23,98,230 Restatements - - - Profit for the Year 2,00,00,000 28,996 2,00,28,996 Other Comprehensive income - - Dividend paid - Dividend Distribution Tax - Deferred tax expense/income - - Net change in fair value of FVTPL investments and others - Actuarial gain/(loss) on post-employment benefit obligations, net of tax benefit - Balance at 31 March 2018 2,00,00,000 24,27,226 2,24,27,226 Restatements - Profit for the Year 24,98,360 24,98,360 Other Comprehensive income (92,36,801) (92,36,801)Income tax relating to items that will be reclassified to profit or loss (10,72,129) (10,72,129)Dividend paid - - Dividend Distribution Tax - - Amount transfer to general reserve - - Net change in fair value of FVTPL investments and others - Actuarial gain/(loss) on post-employment benefit obligations, net of tax benefit - Balance at 31 March 2018 2,00,00,000 (53,83,343) 14616656.50

(Amount In `)

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Note 10 Financial Liabilities: Borrowings - non-current


Secured

Redeemable Non Convertible Debentures “ -- 10%, Debentures (See Note i)” 1,80,99,000 - “ -- 6%, Debentures (See Note ii)” 5,00,00,000 5,00,00,000 “ -- 10%, Debentures (See Note iii)” 7,50,00,000 7,50,00,000 Total 14,30,99,000 12,50,00,000

Total 12,50,00,000 11,00,00,000

Note: Secured Redeemable Non Convertible Debentures (Privately Placed) and there details are as follows Face Value Date of As At As At Interest % Terms of per debenture allotment 31-03-2019 31-03-2018 for the year repayment(Rs.) debentures outstanding as on 31-3-2020

100 12/02/20 1,80,99,000 - 10% “ Redeemable at par at the end of 5th year from the date of allotment. “

100 22/11/17 5,00,00,000 5,00,00,000 6% “ Redeemable at par at the end of 5th year from the date of allotment. “


“Security: Note i: 10% Non-Convertible Debentures of Rs. 1,80,99,000 are secured by the way of Second charge by the Company over the Movable and Current Assets of the Company and of the Wholly Owned Subsidiary of the Company in favour of Debenture Trustees.

Note ii: 6% Non-Convertible Debentures of Rs. 5,00,00,000 are secured by first pari-passu charge on all Movable and Current Assets and of the Wholly owned subsidiary of the company in favour of Debenture Trustees.

Note iii:10% Non-convertible Debentures of Rs. 7,50,00,000 are secured by second charge pari-passsu with the first charge on all the Movable and Current Assets of the company and of the Wholly owned subsidiary of the company in favour of Debenture Trustees.“ “

(Amount In `)

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Note 11Financial Liabilities: Borrowings - current

Particulars As at As at 31 March 2020 31 March 2019Unsecured Loan and advances from Others payable on demand 1,19,48,390 1,62,83,923 0 Total 1,19,48,390 1,62,83,923

Note 12Financial liabilities - current: Trade payables Particulars As at As at 31 March 2020 31 March 2019

Outstanding dues to micro enterprises and small enterprises - -

Outstanding dues to creditors other than micro enterprises and small enterprises 19,34,754 1,59,70,779 3

Total 19,34,754 1,59,70,779 Note 13 Other financial liabilities - current

Particulars As at As at 31 March 2020 31 March 2019

Other Payables 5,84,664 6,01,576 Interest accrued but not due on borrowings 25,81,240 66,76,030 Statutory liabilties payable 91,800 -

Total 32,57,704 72,77,606 Note No 14 Current liabilities: Provisions


Provision Income Tax - 8,81,990

Gratuity Provision 2,31,499 -

Total 2,31,499 8,81,990

(Amount In `)

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Note 15Revenue from Operations

Particulars Year Ending Year Ending 31st March, 2020 31st March, 2019

Sale of Products 3,42,390 3,80,20,097

Sale of licence - -

Creditors Written off - - Total 3,42,390 3,80,20,097

Note 16Other Incomes


Interest Income - 11,27,191

Profit on Redemption of Mutual Fund - 2,90,259 Net gain on Investment designated at

fair value through profit and loss - -

Rent Received - -

Dividend income from Shares 15,548 77,249

Other Incomes 2,71,160 -

Interest on IT Refund - 6,699

Total 2,86,708 15,01,398 Note 17Purchases of Stock-in-Trade

Particulars Year Ending Year Ending 31st March, 2020 31st March, 2019 Purchases during the year (14,18,918) 1,53,07,990 Total (14,18,918) 1,53,07,990

Note 18 Employee Benefit Expenses

Particulars Year Ending Year Ending 31st March, 2020 31st March, 2019 SSalaries, Wages & Bonus 1,35,828 9,76,758

Director Remuneration 13,80,000 13,80,000

Renumeration to Company Secretary 7,26,000 6,60,000

Gratuity Expenses 2,31,499 -

Total 24,73,327 30,16,758

(Amount In `)

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Note 19 Finance Charges


Interest Paid on Debentures 1,08,59,891 84,56,301

Interest Paid on borrowings - 42,30,848

Total 1,08,59,891 1,26,87,149 Note 20 Other Expenses


Accounting Expenses 5,000 12,750 Advertisement Expenses 2,02,654 1,79,655 Bank Charges 1,655 15,191 Director Sitting Fee 6,01,800 5,55,000 Debenture Trustee Remuneration 50,000 50,000 Electricity Charges 49,176 8,282 Expenditure on increased authorised share capital - 4,50,000 Internal Audit Fee - 15,000 Listing Expenses 3,54,000 5,17,400 Printing & Stationery 68,704 73,810 Marketing expenses - 25,107 Professional Charges 8,74,121 2,25,666 Professional Tax - 5,000 Rates and Taxes 2,64,860 5,95,311 Rent 3,47,200 2,46,400 Travelling Expenses - 2,87,959 Telephone Expenses 7,343 5,773 Other Expenses 1,51,708 58,460 Penalty - 58,506 BP Discounts 21,84,162 - Conveyance Expenses 76,447 - Field Assistance Expenses 1,69,885 - Payment to Auditors a) Audit Fee 1,50,000 1,00,000 b) for certification fees - 2,950

Total 55,58,715 34,88,220

(Amount In `)

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Note No. 21 Debenture redemption reserve The company having Liability to create Debenture Redemption Reserve (Rs.3,57,74,750/-). However due to in-adequate profits available to create debenture redemption reserve. The company does not made any reserve on 6% Non-convertible Debentures redeemable at the end of 5 Years from the date of allotment and 10% Non-convertible Debentures redeemable at the end of 5 Years from the date of allotment.

Note No. 22

a. Employee Stock Option Plan/Scheme: Scheme 1: The company has instituted Grandeur Employees Stock Option Scheme II (GPLESOS II, 2016) of 7,50,000 stock options of Rs. 10/- each which is exercise price or any other price as decided by Compensation and Remuneration Committee of the Company, the options issued under this scheme are convertible into equi-ty shares and the vesting period of options is one year not later than two years from the date of grant of options issued under this scheme issued to the eligible employees of the company (as decided by management) and the scheme was approved by the Shareholders through postal ballot dated 8th November, 2016. Scheme 2: The company also issued and granted 7,50,000 equity shares of Rs. 10/- each under the scheme namely Grandeur Employees Stock Purchase Scheme 2017 (GPL-ESPS, 2017) to Grandeur Products Limited Employees Welfare Trust (GPL Trust) and also the company provided a loan of amount Rs. 61,19,600/- for acqui-sition of above allotted shares to GPL Trust & this was approved by shareholders of the company at the Extra Ordinary General Meeting held on 25th March, 2017. The purchase price of the share issued/granted shares under this scheme to GPL Trust will be determined by the Board of Trustees of the GPL Trust in consultation with the board of directors of the company & Nomination and Remuneration Committee of the Company.

Year Ended 31st March, 2020 Particulars No. of share options Scheme 1 Scheme 2 Options outstanding at the beginning of the year 7,50,000 1,38,040 Add: Shares Issued on exercise of Employee Stock Option Plan/ Scheme - - Granted during the year - - Vested/ Allotted during the year - - Exercised during the year - - Lapsed during the year - - Forfeited during the year - - Options outstanding at the end of the year 7,50,000 1,38,040 Options vested and exercisable at the end of the year 7,50,000 1,38,040

Note No. 23

Disclosure of Related Party Transactions for year ended 31st March, 2020 on pursuant to Ind AS 24 - Re-lated Party Disclosures

Grandeur Products Limited (‘the company’) principal related parties consist of its own subsidiaries, Associate, Joint Venture and key managerial personnel. The Group’s material related party transactions and outstanding balances are with related parties with whom the Group routinely enter into transactions in the ordinary course of business. Associate Transactions with related parties are as follows:

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A. Names of related parties and related party relationships:

Sr. No. Name of the Related Party Relationship

1 Tierra Agrotech Private Limited Wholly Owned Subsidiary2 Tierra Seed Science Private Limited Wholly Owned Subsidiary3 TIDAS Agrotech Private Limited Joint Venture of Tierra Agrotech Private Limited4 Vijay Kumar Deekonda Chairman and Whole Time Director (Key Managerial Person)5 Majeti Venkatasesha Sridhar Kumar Independent Director6 Sridevi Dasari Independent Director7 Ramesh Babu Nemani Independent Director8 Jayaram Prasad Munnangi Non- Executive Director9 Priyanka Kumari (Upto 31-12-2019) Company Secretary (Key Managerial Person)10 Neha Dwivedi (W.E.F 01-01-2020) Company Secretary (Key Managerial Person)

B. Related party Transactions for the year ended March 31, 2019: (Amount In `)

Particulars Transactions Balance Outstanding

2018-2020 2017-2019 2018-2020 2017-2019 Amount Amount Amount Amount


Sales of Products - - - -

Rental Income - - - -

Loan Given (4,92,36,857) 24,76,06,000 35,11,44,143 40,03,81,000

C. List of Transactions with directors and key management personnel

(Amount In `)

Particulars Remuneration Paid Remuneration Paid in FY 2019-20 in FY 2018-19

Vijay Kumar Deekonda 13,80,000 13,80,000

Priyanka Kumari 5,44,500 6,60,000

Neha Dwivedi 1,81,500 -

Remuneration to non-executive directors and independent directors

(Amount In `)

Particulars Sitting Fee Paid in Sitting Fee Paid in FY 2019-20 FY 20187-19

Majeti Venkatasesha Sridhar Kumar 1,20,000 1,55,000

Sridevi Dasari 1,35,000 1,65,000

Ramesh Babu Nemani 1,55,000 1,55,000

Suresh Atluri 50,000 -

Venkatesh Achanta 50,000 -

Jayaram Prasad Munnangi - 80,000

Page 126

Note No. 24 Earning per share

(Amount In `)

Particulars 2019-20 2018-19

Profit (Loss) for the year (1,69,87,195) 24,98,360

No.of Equity shares 2,23,11,960 2,23,11,960

Weighted average no of shares 2,23,11,960 2,14,47,439

Basic earning per share (0.76) 0.12

Diluted earning per share (0.76) 0.12

For RAMASAMY KOTESWARA RAO AND CO LLP For and on behalf of the Board Chartered Accountants Grandeur Products Limited Firm Registration Number :010396S/S200084

C V Koteswara Rao Vijay Kumar Deekonda Sridevi Dasari Partner Whole Time Director Director M.No: 028353 DIN:06991627 DIN:07512095 UDIN: 20028353AAAADU9528


Page 127

Page 128

CONSOLIDATED INDEPENDENT AUDITOR’S REPORT

To the Members of GRANDEUR PRODUCTS LIMITED

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of Grandeur Products Limited (the “Company”) and its subsidiaries, (the Company and its subsidiaries together referred to as the “Group”) which comprise the Consolidated Balance Sheet as at 31st March, 2020, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year ended on that date, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as the “consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements, give the information required by the Companies Act, 2013 (the “Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (“Ind AS”) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31st March, 2020, the consolidated profit, consolidated total comprehensive Loss, consolidated changes in equity and its consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing (“SA”s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the consolidated financial statements, standalone financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibilities for the Consolidated Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these consolidated financial statements that give a true and fair view of

Page 129

the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated changes in equity and consolidated cash flows of the Group in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Boards of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Company, as aforesaid.

In preparing the consolidated financial statements, the respective Boards of Directors of the companies included in the Group are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Boards of Directors either intend to liquidate their respective entities or to cease operations, or have no realistic alternative but to do so.

The respective Boards of Directors of the companies included in the Group are also responsible for overseeing the financial reporting process of the Group.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company and its subsidiary companies which are companies incorporated in India, has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors.

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements.

We communicate with those charged with governance of the Company and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

We did not audit the financial statements/ financial information of Tidas Agrotech Private Limited included in the consolidated financial results, whose financial statements/ financial information reflect loss of Rs.27.13 Lakhs for the year ended 31st March, 2020 respectively. These financial statements/ financial information have been audited, by other auditors whose reports have been furnished to us by the management and our opinion and conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of other auditors and the procedures performed Our report on the statement is not modified in respect of the above matter with respect to our reliance on the work done and the reports of other auditors. Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

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d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors of the Company as on 31st March, 2020 taken on record by the Boards of Directors of the Company and its subsidiaries incorporated in India and the reports of the statutory auditors of its subsidiary companies incorporated in India, none of the directors of the Group companies incorporated in India is disqualified as on 31st March, 2020 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate Report in “Annexure A” which is based on the auditors’ reports of the Company and its subsidiary companies incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial controls over financial reporting of those companies, for reasons stated therein.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i) The Company does not have any pending litigations which would impact its financial position of Group.

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.



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ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT(Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our

report to the Members of Grandeur Products Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub- section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31st March, 2020, we have audited the internal financial controls over financial reporting of Grandeur Products Limited (hereinafter referred to as the “Company”).

Management’s Responsibility for Internal Financial Controls

The Boards of Directors of the Company and its subsidiary companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as re-quired under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company and its subsidiary companies, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Finan-cial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”) and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operat-ed effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal finan-cial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over finan-cial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial state-ments, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls over Financial ReportingA company’s internal financial control over financial reporting is a process designed to provide reasonable as-surance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

Page 133

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possi-bility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over finan-cial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Compa-ny and its subsidiary companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2020, based on the internal financial control over financial reporting criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.



Page 134

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2020 (Amount In `)

Particulars Note No. As at As at 31.03.2020 31.03.2019I Assets a) Property,Plant and Equipment 2 90,84,251 1,10,98,444 b) Intangible assets 2 52,62,64,666 41,16,14,640 b) Goodwill on Consolidation 30,31,07,202 17,25,25,500 c) Financial Assets - (i) Investments 3 19,48,486 11,82,76,005 d) Other Non Current Assets 4 82,26,135 14,88,08,823 e) Deffered tax Asset (Net) - 16,92,684 Total Non-Current Assets 84,86,30,740 86,40,16,095 Current Assets a) Inventories 5 63,46,22,437 43,17,83,246 b) Financial Assets i) Investments 3 39,34,658 66,08,566 ii) Trade Receivables 6 35,98,94,864 29,15,39,269 iii) Loans 7 - - c) Cash and cash equivalents 8 3,11,66,824 14,19,455 d) Other current assets 9 2,96,21,874 4,27,03,108 Total Current Assets 1,05,92,40,657 77,40,53,643 Total Assets 1,90,78,71,397 1,63,80,69,739 Equity and Liabilities Equity a) Share Capital 10 22,31,19,600 22,31,19,600 b)Other Equity 26,09,21,528 26,03,02,190 Total Equity 48,40,41,128 48,34,21,790 Liabilities Non - current liabilities: (a) Financial Liabilities i) Borrowings 11 14,30,99,000 12,50,00,000 (b) Provisions 12 47,43,157 36,42,468 (c) Other Non-Current liabilities 13 2,75,52,960 2,46,24,466 (d) Deferred Tax Liabilites 55,71,239 - Total Non-Current Liabilities 18,09,66,356 15,32,66,934 Current liabilities (a) Financial Liabilities a) Borrowings 14 47,55,21,755 21,13,39,501 b) Trade payables 15 54,01,02,841 30,58,87,881 c) Other financial liabilities 16 18,08,41,926 29,30,50,851 d) Short Term Provisions 17 4,63,97,391 19,11,02,782

Total Current liabilities 1,24,28,63,913 1,00,13,81,015 Total Equity and Liabilities 1,90,78,71,396 1,63,80,69,739

Notes to Accounts 1-28


For RAMASAMY KOTESWARA RAO AND CO LLP For and on behalf of the Board Chartered Accountants Grandeur Products Limited Firm Registration Number :010396S/S200084 C V Koteswara Rao Vijay Kumar Deekonda Sridevi Dasari Partner Whole Time Director Director M.No: 028353 DIN:06991627 DIN:07512095 UDIN: 20028353AAAADU9528


Page 135

CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31 MARCH, 2020 (Amount In `) Particulars Note No As on As on March 31, 2020 March 31, 2019

I. Revenue from operations 18 98,68,49,796 1,06,29,22,612 II. Other income 19 35,32,500 31,08,540

99,03,82,296 1,06,60,31,152 III. Total Revenue (I + II) IV. Expenses: Cost of materials consumed - - Purchases of Stock-in-Trade 20 56,31,93,712 99,33,69,174 Changes in inventories of finished goods work-in-progress and Stock-in-Trade 21 10,50,05,271 (30,57,38,094) Employee benefits expense 22 15,00,13,360 16,22,59,315 Finance costs 23 5,60,11,040 3,56,79,043 Depreciation and amortization expense 29,70,260 34,28,049 Other expenses 24 10,77,18,962 12,83,56,687 98,49,12,606 1,01,73,54,174 V. Profitbeforeexceptionalandextraordinaryitemsandtax(III-IV) 54,69,691 4,86,76,978 VI. Exceptional items and extraordinary items - - VII.Profitbeforenon-controllinginterest/shareinnetprofit/ (loss) of associate and joint venture (V - VI) 54,69,691 4,86,76,978 VIII. Share in net profit/(loss) of associate and joint venture (27,13,065) (27,45,138)

IX.Profitbeforetax(VII-VIII) 27,56,626 4,59,31,840X Tax expense: (1) Current tax 38,92,606 1,02,53,278 (2) Prior Year Income Tax expenditure (4,54,374) 59,693 (2) Deferred tax 11,09,214 4,05,281 (3) MAT Credit Entitlement (38,92,606) (18,68,858)XI Profit(Loss)fortheyear 21,01,785 3,70,82,446 Other comprehensive income A. (i) Items that will not be reclassified to profit or loss (27,97,895) (1,03,07,946) (ii) Income tax relating to items that will not be reclassified to profit or loss 2,78,086 10,72,129 B (i) Items that will be reclassified to profit or loss - Remeasurement of Investments - - (ii) Income tax relating to items that will be reclassified to profit or loss - - Total other comprehensive income net of taxes (25,19,809) (92,35,817)

Total comprehensive income for the period (4,18,023) 2,78,46,628 XVI Earnings per equity share: (1) Basic 0.09 1.86 (2) Diluted 0.09 1.86 Summaryofsignificantaccountingpolicies 1-28

The accompanying notes are an integral part of these financial statements

As per our report of even date




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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2020 (Amount In `)

Particulars As on As on March 31, 2020 March 31, 2019

A. Cash Flows From Operating Activities: Net profit before taxation, and extraordinary items (1,26,54,572) 4,94,13,430 Adjusted for : - - Finance Charges - - Interest Paid 5,38,87,040 3,19,62,043 Interest Income (65,439) (10,35,753)Profit on Redemption of Mutual Funds - (2,90,259)Revaluation of Investment - - Dividend Income (15,548) (77,249)Rent Received - - Depreciation 29,70,260 34,28,049 Operatingprofitsbeforeworkingcapitalchanges 4,41,21,741 8,34,00,261Changes in current assets and liabilities - Inventories (18,43,25,491) (30,13,13,094)Trade Receivables (6,83,96,565) (25,20,15,967)Other Current assets 1,59,97,520 (12,06,48,222)Loans 4,92,36,857 - Other Non Current assets 3,74,41,972 (14,52,58,866)Borrowings (43,35,533) Trade Payables 21,27,30,609 19,73,07,546 Other Financial Liabilities (11,30,23,475) 9,04,29,433 Provisions (10,69,27,000) 12,85,01,923 Cash generated from operations (11,74,79,365) (30,83,85,048)Income tax paid - 59,693 Cashused(-)/(+)generatedfromoperatingactivities(a) (11,74,79,365) (30,84,44,741)B. CASH FLOWS FROM INVESTING ACTIVITIES: - Purchase of fixed assets and change in capital wip 4,17,448 (52,40,578)(Purchase)/Proceeds from Investments (4,51,93,105) (6,26,589)Dividend Income 15,548 77,249 Rent Received - - Profit on Redemption of Mutual Funds - 2,90,259 Interest Income 65,439 10,35,753 Net cash used in investing activities (4,46,94,670) (44,63,906)C. CASH FLOWS FROM FINANCING ACTIVITIES: - Changes in Share Capital - 26,80,00,000 Changes in Long Term Liabilities (4,78,07,363) 4,18,82,966 Changes in Borrowings 28,76,90,787 2,24,49,642 Interest paid (5,38,87,039) (3,19,62,043)Netcashgeneratedinfinancingactivities 18,59,96,385 30,03,70,565D.Netincrease/(decrease)incashandcashequivalents 2,38,22,349 (1,25,38,082)E. Cash and cash equivalents at the beginning of the year 73,44,475 1,39,57,537 Cash and cash equivalents at the end of the year 3,11,66,824 14,19,455 Reconciliation of cash and cash equivalents Balances with banks 3,11,66,824 12,22,725 Cash-in-hand - 1,96,730 Cash and Cash Equivalent as per Cash Flow Statement 3,11,66,824 14,19,455

As per our report of even date For RAMASAMY KOTESWARA RAO AND CO LLP For and on behalf of the Board Chartered Accountants Grandeur Products Limited Firm Registration Number :010396S/S200084 C V Koteswara Rao Vijay Kumar Deekonda Sridevi Dasari Partner Whole Time Director Director M.No: 028353 DIN:06991627 DIN:07512095 UDIN: 20028353AAAADU9528


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Notesformingpartofthefinancialstatements

Corporate information Grandeur Products Limited (‘the company’) and its Subsidiaries (hereinafter collectively referred to as “the

Group”) is the business of Trading (Tea & Coffee products) . The Company was incorporated on 3rd January, 1983 in Kolkata and listed on BSE dated 21st July, 2015.

The consolidated financial statements for the year ended 31st March, 2020 were approved by the Board of

Directors and authorised for issue on 30th July, 2020. 1 SignificantAccountingPolicies 1.1 Basisofpreparationoffinancialstatements These consolidated financial statements have been prepared in accordance Indian Accounting Standards

(Ind As) according to the notification issued by the Ministry of Corporate Affairs under section 133 of the Companies Act, 2013 (‘the act’) read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 with effect from April 1, 2017

The consolidated financial statements are prepared in accordance with the principles and procedures required for the preparation and presentation of consolidated financial statements as laid down un-der the Ind AS 27 “Consolidated and Separate Financial Statements”. The Consolidated financial state-ments comprise the financial statements of the Company and its subsidiaries. Accounting policies are consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in accounting policy hither to in use. Where a change in accounting policy is necessiated due to changed circumstances, detailed disclosures to that effect along with the impact of such change is duly diclosed in the consolidated financial statements.

The consolidated financial statements of the Group have been prepared based on a line-by-line consolida-tion of the financial statements of the Company and its subsidiaries. All material inter-Company balances and transactions are eliminated on consolidation.

1.2 Use of Accounting Estimates The preparation of consildated financial statements requires estimates and assumptions to be made that

affect the reported amount of assets and liabilities on the date of consolidated financial Statements, the reported amount of revenues and expenses during the reported period and disclosure of contingent liabi-lites. Management believes that the estimates used in the preparation of consolidated financial statements are prudent and reasonable. Actual results could differ from these estimates. Any revision to accounting estimates is recognised prospectively in the current and future periods.

1.3 Revenue recognition Revenue is measured at the fair value of the consideration received or receivable.

Sale of goods-The Company earns revenue from Sale of goods. Revenue is recognized only when it can be

reliably measured and it is reasonable to expect ultimate collection.

“Interest- Interest income from a financial asset is recognised when it is probable that the economic ben-efits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis.

“ Dividend- Dividend income from investments is recognised when the shareholder’s right to receive pay-

ment has been established (provided that it is probable that the economic benefits will flow to the Compa-ny and the amount of income can be measured reliably).

1.4 Property, plant and equipment Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses,

if any. Cost includes expenditures directly attributable to the acquisition of the asset.

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Capital work-in-progress comprises the cost of the fixed assets that are not yet ready for their intended use at the balance sheet date

. 1.5 Depreciation and Goodwill

a) Depreciation is provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013.

The residual values, useful lives and methods of depreciation of property, plant and equipment and Intan-gible assets are reviewed at each financial year end and adjusted prospectively, if appropriate.

b) Goodwill has been recognized on consolidation of investment in subsidiaries with the parent company.

1.6 Intangible Assets Intangible assets are stated at cost less accumulated amortization and impairment if any. Intangible assets

are amortized over their respective estimated useful lives on a straight-line basis, from the date that they are available for use. The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition and other economic factors (such as the stability of the industry and known technological advances) and the level of maintenance expenditures required to obtain the expected future cash flows from the asset.

The estimated useful lives of intangible asset is as follows:

Type of Asset Useful life Other Intangible Asset 10 Years 1.7 Inventories Inventories are valued at lower of cost and net realisable 1.8 EmployeeBenefits Defined Contribution Plans

“a. Gratuity

In accordance with the Payment of Gratuity Act, 1972, the group provides for gratuity, a defined retirement plan (the “Gratuity Plan”) covering the eligible employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee salary and the tenure of employment.

b. Provident fund

Eligible employees receive benefits from a provident fund, which is a defined contribution plan. Aggregate contributions along with interest thereon is paid at retirement, death, incapacitation or termination of employment. Both the employee and the company make monthly contributions to the Regional Provident Fund Commissioner equal to a specified percentage of the covered employee’s salary.

c. Employee State Insurance Fund:

Eligible employees (whose gross salary is less than Rs.15,000 per month) are entitled to receive benefit under employee state insurance fund scheme. The employer makes contribution to the scheme at a prede-termined rate (presently 4.75%) of employee’s gross salary. The Company has no further obligations under the plan beyond its monthly contributions. These contributions are made to the fund administered and managed by the Government of India. The group monthly contributions are charges to income in the year it is incurred.”

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1.9 Research and development Revenue expenditure incurred on research and development is expensed as incurred. Capital expenditure

incurred on research and development is depreciated on straight-line method, pro-rata for the period of usage, in accordance with the rates prescribed under schedule II to the Companies Act, 2013.

1.10 Foreign Currency Transactions “The company translates all foreign currency transactions at Exchange Rates prevailing on the date of trans-

actions. Exchange rate differences resulting from foreign exchange transactions settled during the year are recognized as income or expenses in the period in which they arise.

Monetary current assets and monetary current liabilities that are denominated in foreign currency are translated at the exchange rate prevalent at the date of the balance sheet. The resulting difference is also recorded in the profit and loss account.”

1.11 Taxes on Income

Income tax comprises current income tax and deferred tax. Income tax expense is recognized in the state-ment of profit and loss except to the extent it relates to items directly recognized in equity or in other comprehensive income.

a) Current income tax: Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amount are those that are enacted or substantively enacted by the reporting date and applicable for the period. The Company off sets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis or to realize the asset and liability simultaneously.

b) Deferred tax: Deferred tax asset and liabilities are measured at the tax rates that are expected to apply to the period when the asset / liability is realized, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred Tax assets are recognized and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

c) MAT credit is recognized as an asset only, and to the extent, there is convincing evidence that the Com-

pany will pay normal income tax during the specified period. In the year in which the Mat credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in guidance note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Statement of Profit and Loss and shown as MAT Credit entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT credit entitlement to the extent there is no longer convincing evidence to the effect that company will pay normal income tax during the specified period.

1.12 Earning Per Share (EPS) In determining earnings per share, the company considers the net profit after tax expense. The number of

shares used in computing basic earnings per is the weighted average shares used in outstanding during the period.

1.13 Investments Long term quoted investments are stated at cost & all other investments are carried at lower of cost or fair

value.

Page 142

1.14Impairmentofnon-financialassets “The Company assess at each reporting date whether there is any indication that the carrying amount may

not be recoverable. If any such indication exists, then the asset’s recoverable amount is estimated and an impairment loss is recognised if the carrying amount of an asset or Cash generating unit (CGU) exceeds its estimated recoverable amount in the statement of profit and loss.

Goodwill is tested annually for impairment. For the purpose of impairment testing, goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the syner-gies of the combination.”

1.15 Provisions and Contingent Liabilities A Provision is recognized if, as a result of past event, the Company has a present legal obligation that is

reasonbly estimable, and it is probable that an outflow of economic benefits will be required to settle the present obligation. Provisions are determined by the best estimate of the outflow of economic benefits re-quired to settle the obligation at the reporting date. Where no reliable estimate can be made, a disclosure is made as contingent liability. A disclosure for a contingent liability is also made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of re-sources is remote, no provision or disclosure is made.

1.16 Financial Instruments A financial instrument is any contract that give rise to a financial asset of one entity and a financial liability

or equity of another entity. Initial Recognition Financial assets and liabilities are recognised when the Company becomes a party to the contractual provi-

sions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit and loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.

Subsequent Measurement Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a

business whose objective is to hold these assets in order to collect contractual cash flows and the con-tractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the amount outstanding if any.

Financial assets at fair value through other comprehensive income

Financial assets are measured at fair value through other comprehensive income if these financial assets are

held within a business whose objective is achieved both by collectiong contractual cash flows on specified dates to cash flows that are solely payments of principal and interest on the amount outstanding and sell-ing financial assets.

FinancialassetsatfairvaluethroughProfitandLoss Financial assets are measured at fair value through profit and loss unless it is measured at amortised cost

or at fair value through other comprehensive income on initial recognition. The transaction costs that are directly attributable to the acquisition of financial assets and liabilities at fair value through profit and loss are immediately recognised in statement of profit and loss.

Page 143

Financial liabilities Financial liabilities are classified as measured at amortised cost or Fair Value Through Profit and Loss Ac-

count (FVTPL). A financial liability is classified as at FVTPL if it is classified as heldfor-trading, or it is a deriv-ative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in statement of profit and loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in statement of profit and loss. Any gain or loss on derecognition is also recognised in statement of profit and loss.

“Impairmentoffinancialassets

Intangible assets and Property, Plant and Equipment are evaluated for recoverability whenver events or changes in circumstances indicate that their carrying amounts may not be recoverable. “

“Cash and cash equivalents Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits

with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above are considered an integral part of the Company’s cash management.

Cash dividend to equity holders

The Company recognises a liability to make cash to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribu-tion is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity. Interim dividends are recorded as a liability on the date of declaration by the Company’s Board of Directors.”

1.17Cashflowstatement Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects

of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or pay-ments. The cash flows from regular revenue generating, investing and financing activities of the company and the group are segregated. .

Page 144

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Page 146

Note 3 Investment Particulars As at As At 31 March 2020 31 March 2019

Financial Assets: Investments - non-current Unquoted Investment carried at cost “Investment in equity instruments

“Tidas Agrotech Private Limited (3,12,658 Shares of Rs. 10/- each)” 19,48,486 3,81,451 Investment carried at cost Investment in equity instruments of Associate - - “Tierra Seed Science Private Limited (9,80,000 Shares of Rs. 10/- each)” - 11,78,94,554 Total Non Current Investments 19,48,486 11,82,76,005

Financial Assets: Investments - current

Quoted Investment carried at fair value through profit or loss Equity Instruments 39,34,658 66,08,566

Total Current Investments 58,83,144 12,48,84,571

Note 4

Otherfinancialassets-non-current


Measured at Cost

Security Deposits 37,20,793 33,34,220

Advances Recoverable in cash or kind 32,00,000 32,00,000

Unsecured Loans to Related Parties 13,05,342 10,22,74,603

Other Receivables - 4,00,00,000

Total 82,26,135 14,88,08,823

Note 5

Financial Assets - current: Trade receivables


Packing Material 1,14,27,541 97,41,303

Finished Goods 62,31,94,896 42,20,41,943

Total 63,46,22,437 43,17,83,246

(Amount In `)

Page 147

Note 6

Financial Assets - current: Loans


Unsecured

Considered Good 35,98,94,864 29,15,39,269

- Total 35,98,94,864 29,15,39,269

Note 7

Financial Assets - current: Cash and cash equivalents


Inter- corporate deposits - -

Total - -

Note 8

Cash and cash equivalents


Cash in Hand - 1,96,671

Cash at Bank: - -

In Current Account 9,12,610 11,36,361

In Fixed Deposit Accounts 3,02,54,214 86,423

Total 3,11,66,824 14,19,455

Note 9

Other current assets


Balances with Revenue Authorities 28,30,746 22,84,079

Capital Advances 1,69,51,188 1,70,56,415

Advances to Suppliers 24,14,124 1,86,49,210

Prepaid Expenses 18,65,751 7,82,112

Interest Receivable 8,87,924 1,36,007

Staff Advances - 14,85,025

Mat Credit Entitlement 46,72,141 23,10,260

Total 2,96,21,874 4,27,03,108

(Amount In `)

Page 148

Note 10 Share Capital

(Amount In Rs)



Authorised Equity Shares of Rs.10/- each

2,50,00,000

25,00,00,000

2,50,00,000

25,00,00,000

Issued Equity Shares of Rs.10/- each fully paid

2,23,11,960

22,31,19,600

2,23,11,960

22,31,19,600

Subscribed & Paid up Equity Shares of Rs.10/- each fully paid

2,23,11,960

22,31,19,600

2,23,11,960

22,31,19,600

Total 2,23,11,960 22,31,19,600 2,23,11,960 22,31,19,600

Reconciliation of number of shares outstanding for the period



Equity Shares

Shares outstanding at the beginning of the year Shares Issued during the year ( Note A) Shares bought back during the year

2,23,11,960 - -

22,31,19,600 - -

1,26,11,960 97,00,000

-

12,61,19,600 9,70,00,000

-

Shares outstanding at the end of the year 2,23,11,960 22,31,19,600 2,23,11,960 22,31,19,600

Particulars of Share Holders Holding more than 5% shares during the period

Name of Shareholders As at 31 March 2020 As at 31 March 2019

No. of Shares held % of Holding No. of Shares held % of Holding

Suresh Atluri 22,55,000 10.11% 10,00,000 4.48%

Sailaja M 11,43,100 5.12% 7,43,100 3.33%

Visweswara Rao.K 10,000 0.04% 20,05,750 8.99%

KRG Polychem Private Limited 18,75,000 8.40% 18,75,000 8.40%

Adhbutham Business Solutions Private Limited

20,75,000

9.30%

23,00,000

10.31%

Total 73,58,100 32.98% 79,23,850 35.51%

Page 149

Note 11 Financial Liabilities: Borrowings - non-current


Secured

Redeemable Non Convertible Debentures “ -- 10%, Debentures (See Note i)” 1,80,99,000 - “ -- 6%, Debentures (See Note ii)” 5,00,00,000 5,00,00,000 “ -- 10%, Debentures (See Note iii)” 7,50,00,000 7,50,00,000 Total 14,30,99,000 12,50,00,000

Total 12,50,00,000 11,00,00,000

Note: Secured Redeemable Non Convertible Debentures (Privately Placed) and there details are as follows Face Value Date of As At As At Interest % Terms of per debenture allotment 31-03-2019 31-03-2018 for the year repayment(Rs.) debentures outstanding as on 31-3-2020

100 12/02/20 1,80,99,000 - 10% “ Redeemable at par at the end of 5th year from the date of allotment. “



“Security: Note i: 10% Non-Convertible Debentures of Rs. 1,80,99,000 are secured by the way of Second charge by the Company over the Movable and Current Assets of the Company and of the Wholly Owned Subsidiary of the Company in favour of Debenture Trustees.

Note ii: 6% Non-Convertible Debentures of Rs. 5,00,00,000 are secured by first pari-passu charge on all Movable and Current Assets and of the Wholly owned subsidiary of the company in favour of Debenture Trustees.

Note iii:10% Non-convertible Debentures of Rs. 7,50,00,000 are secured by second charge pari-passsu with the first charge on all the Movable and Current Assets of the company and of the Wholly owned subsidiary of the company in favour of Debenture Trustees.“ “ “

(Amount In `)

Page 150

(Amount In `)

Note 12Non Current Liabilities: Provisions


Provision for Gratuity 23,74,802 23,60,952

Provision For Leave Encashment 23,68,355 12,81,516

Total 47,43,157 36,42,468 Note 13Other Non Current Liabilities Particulars As at As at 31 March 2020 31 March 2019

Trade Advances payable on demand - - Security Deposit 2,75,52,960 2,46,24,466 Total 2,75,52,960 2,46,24,466

Note 14 Financial Liabilities: Borrowings - current


Secured

From Bank 24,97,57,406 19,50,55,578

From NBFC 19,60,78,636 -

Unsecured

Inter Corporate Deposits 1,12,37,324 -

Other Loan payable on demand 1,84,48,389 1,62,83,923

Total 47,55,21,755 21,13,39,501 Note No 15 Financial liabilities - current: Trade payables


Outstanding dues to micro enterprises andsmall enterprises Outstanding dues to creditors other than micro enterprises and small enterprises 54,01,02,841 30,58,87,881

Total 54,01,02,841 30,58,87,881

Page 151

Note No 16 Other Financial Laibilities


Other Payables 80,25,826 2,36,58,681

Advance From Customers 16,36,09,952 26,27,16,140

Interest accrued but not due on borrowings 43,57,163 66,76,030

Statutory Liabilities 48,48,985 -

Total 18,08,41,926 29,30,50,851

Note No 17 Short-term Provisions


Provision for employee benefits 1,84,29,580 66,00,700

Other Provisions 1,31,82,682 94,88,457

Provision for Discounts 24,79,002 10,54,66,270

Provision for Audit Fees 9,61,000 8,05,000

Provision for Royalty Payable 74,52,521 5,84,89,077

Provision for Interest - -

Provision for income tax 38,92,606 1,02,53,278

Total 4,63,97,391 19,11,02,782

Page 152

Note 18Revenue from Operations


Sale of Products 98,68,49,796 1,06,29,22,612

Sale of Services - -

Total 98,68,49,796 1,06,29,22,612 Note 19Other Incomes


Interest Income 9,36,930 18,83,019

Profit on Redemption of Debt Mutual Fund - 2,90,259 Net gain on Investment designated at fair value through profit and loss - - Rent Received - - Interest on IT refund - 6,699 Dividend income from Shares 15,548 - Other Misc Incomes 25,80,022 9,28,563 -

Total 35,32,500 31,08,540 Note 20Purchases of Stock-in-Trade

Particulars Year Ending Year Ending 31st March, 2020 31st March, 2019 Purchases during the year 56,31,93,712 99,33,69,174 - Total 56,31,93,712 99,33,69,174

Note 21 Changes in Inventories

Particulars Year Ending Year Ending 31st March, 2020 31st March, 2019 Opening Stock: Packing Material 97,41,303 1,26,49,831

Finished Goods 72,98,86,405 11,33,95,321

Closing Stock

Packing Material 1,14,27,541 97,41,303

Finished Goods 62,31,94,896 42,20,41,943

Total 10,50,05,271 (30,57,38,094)

(Amount In `)

Page 153

Note 22 EmployeeBenefitExpenses


Salaries, Wages & Bonus 13,53,36,231 15,17,61,727 Director Remuneration 13,80,000 13,80,000 Renumeration to Company Secretary 7,26,000 6,60,000 Staff welfare expenses 1,70,184 2,08,906 Insurance 16,55,823 15,10,975 Leave encashment 6,63,133 17,32,051 Contribution to PF and ESIC 79,60,054 50,05,656 Provision for Gratuity 21,21,935 -

Total 15,00,13,360 16,22,59,315 Note 23 Finance Cost


Interest Paid on Debentures 1,08,59,891 84,56,301

Interest on Loan from banks 3,97,08,504 1,69,70,017

Loan Processing charges 21,24,000 37,17,000

Interest Paid to Others 33,18,645 65,35,725

Total 5,60,11,040 3,56,79,043

Note 24 Other Expenses


R & D Expenses 3,75,94,104 3,13,26,050 Sales & Marketing Expenses 1,24,13,956 1,46,29,563 Travelling Expenses 2,47,11,206 2,90,94,957 Field Assistant Expenses 1,17,23,235 1,70,26,493 Debenture Trustee Remuneration 50,000 50,000 Listing Expenses 3,54,000 5,17,400 Professional Charges 39,56,542 63,56,724 Director Sitting Fee 6,01,800 5,55,000 Rent 38,99,552 34,29,664 Rates and Taxes 31,97,278 1,27,31,894 Other Administration Expenses 82,16,290 1,18,08,446 Payment to Auditors a) Audit Fee 10,01,000 8,27,546 b) for Other Services - 2,950

Total 10,77,18,962 12,83,56,687 1

(Amount In `)

Page 154

Note No. 25 Debenture redemption reserve The company having Liability to create Debenture Redemption Reserve (Rs.3,57,74,750/-). However due to in-adequate profits available to create debenture redemption reserve. The company does not made any reserve on 6% Non-convertible Debentures redeemable at the end of 5 Years from the date of allotment and 10% Non-convertible Debentures redeemable at the end of 5 Years from the date of allotment.

Note No. 26

a.EmployeeStockOptionPlan/Scheme: Scheme 1: The company has instituted Grandeur Employees Stock Option Scheme II (GPLESOS II, 2016) of 7,50,000 stock options of Rs. 10/- each which is exercise price or any other price as decided by Compensation and Remuneration Committee of the Company, the options issued under this scheme are convertible into equi-ty shares and the vesting period of options is one year not later than two years from the date of grant of options issued under this scheme issued to the eligible employees of the company (as decided by management) and the scheme was approved by the Shareholders through postal ballot dated 8th November, 2016. Scheme 2: The company also issued and granted 7,50,000 equity shares of Rs. 10/- each under the scheme namely Grandeur Employees Stock Purchase Scheme 2017 (GPL-ESPS, 2017) to Grandeur Products Limited Employees Welfare Trust (GPL Trust) and also the company provided a loan of amount Rs. 61,19,600/- for acqui-sition of above allotted shares to GPL Trust & this was approved by shareholders of the company at the Extra Ordinary General Meeting held on 25th March, 2017. The purchase price of the share issued/granted shares under this scheme to GPL Trust will be determined by the Board of Trustees of the GPL Trust in consultation with the board of directors of the company & Nomination and Remuneration Committee of the Company.

Year Ended 31st March, 2020 Particulars No. of share options Scheme 1 Scheme 2 Options outstanding at the beginning of the year 7,50,000 1,38,040 Add: Shares Issued on exercise of Employee Stock Option Plan/ Scheme - - Granted during the year - - Vested/ Allotted during the year - - Exercised during the year - - Lapsed during the year - - Forfeited during the year - - Options outstanding at the end of the year 7,50,000 1,38,040 Options vested and exercisable at the end of the year 7,50,000 1,38,040

Note No. 27

Disclosure of Related Party Transactions for year ended 31st March, 2020 on pursuant to Ind AS 24 - Re-lated Party Disclosures

Grandeur Products Limited (‘the company’) principal related parties consist of its own subsidiaries, Associate, Joint Venture and key managerial personnel. The Group’s material related party transactions and outstanding balances are with related parties with whom the Group routinely enter into transactions in the ordinary course of business. Associate Transactions with related parties are as follows:

Page 155

A. Names of related parties and related party relationships:

Sr. No. Name of the Related Party Relationship

1 Tierra Agrotech Private Limited Wholly Owned Subsidiary2 Tierra Seed Science Private Limited Wholly Owned Subsidiary3 TIDAS Agrotech Private Limited Joint Venture of Tierra Agrotech Private Limited4 Vijay Kumar Deekonda Chairman and Whole Time Director (Key Managerial Person)5 Majeti Venkatasesha Sridhar Kumar Independent Director6 Sridevi Dasari Independent Director7 Ramesh Babu Nemani Independent Director8 Jayaram Prasad Munnangi Non- Executive Director9 Priyanka Kumari (Upto 31-12-2019) Company Secretary (Key Managerial Person)10 Neha Dwivedi (W.E.F 01-01-2020) Company Secretary (Key Managerial Person)

B. Related party Transactions for the year ended March 31, 2020: (Amount In `)

Particulars Transactions Balance Outstanding

2018-2020 2017-2019 2018-2020 2017-2019 Amount Amount Amount Amount


Sales of Products - - - -


Loan Given (Net) (4,92,36,857) 24,76,06,000 35,11,44,143 40,03,81,000

Tierra Seed Science Private Limited

Sales of Products 1,85,41,731 - 1,76,14,644 -


Loan Given (Net) - - 9,75,50,745 -

C. List of Transactions with directors and key management personnel

(Amount In `)

Particulars Remuneration Paid Remuneration Paid in FY 2019-20 in FY 2018-19

Vijay Kumar Deekonda 13,80,000 13,80,000

Priyanka Kumari 5,44,500 6,60,000

Neha Dwivedi 1,81,500 -

Page 156

Note No. 28 Earning per share

(Amount In `)

Particulars 2019-20 2018-19

Profit (Loss) for the year 21,01,785 3,98,27,584

No.of Equity shares 2,23,11,960 2,23,11,960

Weighted average no of shares 2,23,11,960 2,14,47,439

Basic earning per share 0.09 1.86

Diluted earning per share 0.09 1.86




Remuneration to non-executive directors and independent directors

(Amount In `)

Particulars Sitting Fee Paid in Sitting Fee Paid in FY 2019-20 FY 20187-19

Majeti Venkatasesha Sridhar Kumar 1,20,000 1,55,000

Sridevi Dasari 1,35,000 1,65,000

Ramesh Babu Nemani 1,55,000 1,55,000

Suresh Atluri 50,000 -

Venkatesh Achanta 50,000 -

Jayaram Prasad Munnangi - 80,000

Page 157

GRANDEUR PRODUCTS LIMITED CIN: L15500TG1983PLC110115

Registered Office: H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad, Telangana-500033 | Tel: 040-48526655 | E-mail: [email protected]

Website: www.grandeurproducts.com

ATTENDANCE SLIPPLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

I hereby record my presence at the 37th Annual General Meeting of the Company held at 10:00 A.M. on Wednesday, 30th September, 2020 at the registered office of the Company at # 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad – 500033, Telangana, India

Folio No.________________________________________________________________________________________________________ DP.ID. No.________________________________________________________________________________________________________

Client ID No.______________________________________________________________________________________________________

Name of the Member _________________________________________Signature_________________________________

Name of the Proxyholder ______________________________________Signature__________________________________

Page 158

GRANDEUR PRODUCTS LIMITED CIN: L15500TG1983PLC1101157

Registered Office: H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad, Telangana-500033

Phone: 040-48526655, Email: [email protected]: www.grandeurproducts.com

Proxy Form[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration), Rules, 2014]Name of the Member(s) : _____________________________________________________________________________Registered address : _____________________________________________________________________________E-mail Id : _____________________________________________________________________________ Folio No./Client ID No. : _____________________________________________________________________________DP ID No. :____________________________________________________________________________ I/We, being the member(s) of Shares of Grandeur Products Limited, hereby appoint

1. Name:_________________________________________________________E-mail Id: ___________________________________

Address: ____________________________________________________________________________________________________

_____________________________________________________ Signature: ______________________________________________

or failing him

3. Name:_________________________________________________________E-mail Id: ___________________________________

Address: ____________________________________________________________________________________________________

_____________________________________________________ Signature: ______________________________________________

or failing him

3 Name:_________________________________________________________E-mail Id: ___________________________________

Address: ____________________________________________________________________________________________________

_____________________________________________________ Signature: ______________________________________________

or failing him

As my/our proxy to attend and vote (on a poll) form e/us and on my/our behalf at the 37th Annual General Meeting of the Company to be held at 10:00 A.M on Wednesday, 30th September, 2020 at the registered office of the Company at # 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad – 500033, Telangana, India and any adjournment thereofin respect of such resolutions as are indicated below:

Page 159

Affix Revenue Stamp

S. No Resolutions For Against

Ordinary businesses

1 To receive, consider and adopt financial statements of the Company in-cluding the Audited Balance Sheet as at 31st March 2020, Statement of Profit & Loss and Cash Flow Statement for the year ended on 31st March 2020 along with the Reports of the Directors and Auditors thereon.

Special business

2 To approve the re-appointment and remuneration of Mr. Vijay Kumar Deekonda (DIN:06991267), as Whole Time Director of the Company.

3 Appointment of Mr. Suresh Atluri (DIN:05154267) as a Non-Executive Director

4 Appointment of Mr. Venkatesh Achanta (DIN: 07891675), as an Inde pendent Director of the Company:

Signed this_________________________day of_______________2020

Signature of Shareholder …………………………………………………………………………………

Signature of Proxy holder(s)………………………………………………………………………………………

Notes:1. THIS FORM OF PROXY IN ORDER TO BE EFFECTIVE SHOULD BE DULY COMPLETED AND DEPOSITED AT THE REGISTERED OFFICE OF

THE COMPANY, NOT LESS THAN 48 (FORTY EIGHT) HOURS BEFORE THE COMMENCEMENT OF THE ANNUAL GENERAL MEETING.

2. A Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself/ herself and proxy need not be a Member. A person can act as a Proxy on behalf of not more than 50 (fifty) Members and holding in aggregate, not more than 10% (Ten percent) of the total

share capital of the Company. Members holding more than 10% (Ten per cent) of the total share capital of the Company may appoint a single person as Proxy, who shall not act as a Proxy for any other person / Member. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution / authority, as applicable. A proxy so appointed shall not have any right to speak at the Meeting.

3. The Proxy-holder is required to carry an identity proof at the time of attending the Meeting.

4. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 37th Annual General Meeting.

Page 160

ROUTE MAP TO THE VENUE OF THE AGM

VENUE OF AGM:H. NO. 1-62-192, 3RD FLOOR, DWARAKA AVENUE, KAVURI HILLS, MADHAPUR HYDERABAD, TELANGANA-500033.

Page 161

Documents

Corporate Information Vijay Kumar Deekonda Majeti Venkatasesha Sridhar Kumar Sridevi Dasari Ramesh Babu Nemani Suresh Atluri Venkatesh Achanta Audit Committee Ramesh