Directors Report of Grameva Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 57^th Annual Report of the Company along with
the Audited Financial Statements for the year ended on 31^st March, 2024.

FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year under review along with previous year’s figures are
given hereunder:

Particulars	As on 31.03.2024 (in Rs. ‘000)	As on 31.03.2023 (in Rs. ‘000)
Total Income from Business operations	3,74,683	2,49,577
Total Expenses	3,69,894	2,47,502
Profit before tax	4,789	2,057
Current Tax	1,168	1,065
Tax relating to previous Year	45	(202)
Deferred tax	129	(486)
Mat Credit	-	-
Profit for the Year	3,447	1,698
Net Profit /(Loss) after Tax	3,447	1,698

DIVIDEND

The Board of Directors recommend a dividend of Rs. 0.20/- per equity shares of the company
for the year under review to the shareholders whose name appears on the register of members
as on the record date.

RESERVES

The company transferred profit of Rs. 34,46,941/- to Surplus A/c during the year.

STATE OF COMPANY’S AFFAIRS

The overall performance of the Company reflects significant growth in both revenue and
profit after tax. The demand for Jute Goods remained robust in domestic markets, contributing
to stable operations and sustained business growth. This positive trend underscores the
Company’s resilience and its ability to capitalize on market opportunities while maintaining
financial health.

HOLDING/S UBSIDIAR Y/ASSOCIA TE

The Company does not have any Holding, Subsidiary or Associate Company & it has not
entered into any joint ventures.

ACCEPTANCE OF FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from general public within the purview of
Section 73 of the Companies Act, 2013, during the year under review.

SHARE CAPITAL

The paid-up share capital as on 31^st March 2024 was Rs. 479.94 lacs. The Company has not
issued shares with differential voting rights nor granted stock options nor sweat equity.

DIRECTORS

During the year under preview there were no changes in the composition of the Board of Directors.

The composition of Board of Directors as on 31^st March 2024 is as under-

Mr. Mahendra Singh - Managing Director
Mrs. Mousumi Sengupta - Non-Executive Director
Mr. Naba Kumar Das - Independent Director
Mr. Sundeep Kumar Tayal - Independent Director

Mr. Mahendra Singh has been appointed as Managing Director in the company for a second term of
5 years vide board resolution dated 18th June 2024 subject to the approval of members in the Annual
General Meeting.

Mr. Naba Kumar Das has been appointed as an Independent Director in the company for a second
term of 5 years vide board resolution dated 12th August 2024 subject to the approval of members in
the Annual General Meeting.

KEY MANAGERIAL PERSONNEL

During the year under preview there were no changes in the composition of Key Managerial
Personnel.

The composition of Key Managerial Personnel as on 31^st March 2024 is as under:-

Mr. Bidhan Chandra Roy - Chief Financial Officer
Mrs. Archana Singh - Company Secretary

The Nomination and Remuneration Committee works with the Board to determine the appropriate
characteristics, skills and experience for the Board as a whole and its individual members with the
objective of having a Board with diverse backgrounds and experience in business, government,
education and public service. The Company has constituted a Nomination and Remuneration
Committee with the responsibilities of formulating the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board a policy relating to the
remuneration for the directors, Key Managerial Personnel and other employees.

DECLARA TION B Y INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directors under
section 149(7) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 confirming
that they meet the criteria of independence as prescribed in section 149(6) of the Companies
Act, 2013.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual
performance evaluation of its own performance and of the Directors individually as well. A
discussion was done considering the inputs received from the Directors, covering various
aspects of the Board’s functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and
governance. The performance evaluation of the Board and committees are usually carried out
on the basis of questionnaires devised in house.

A separate exercise was carried out to evaluate the performance of individual Directors who
were evaluated on the basis of questionnaire, devised for this purpose. The Directors
expressed their satisfaction with the evaluation process.

BOARD MEETINGS

The Board met seven (7) times during the financial year, viz. 25-05-2023, 29-05-2023, 29-06-2023,
31-07-2023, 16-08-2023, 10-11-2023 and 13-02-2024. The details of the Directors’ attendance at the
Board Meetings are given below:

SI. No.	Director	No. of Meetings attended
1	Mr. Mahendra Singh (Managing Director)	7
2	Mrs. Mousumi Sengupta (Non-Executive Director)	7
3	Mr. Naba Kumar Das (Independent Director)	7
4	Mr. Sundeep Kumar Tayal (Independent Director) - Appointed w.e.f. 16.08.2023)	3

5	Mr. Aman Jain (Independent Director)	2
	- Resigned w.e.f. 29.05.2023)

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with regard to the
Directors’ Responsibility Statement, your Board confirms that:-

a) in the preparation of the annual accounts for the financial year ended on 31^st March 2024, the
applicable accounting standards have been followed along with proper explanation relating to
material departures;

b) the Directors 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 as of 31^st March 2024 and of the profit /loss of the Company for
that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

f) the Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;

CORPORATE GOVERNANCE

Pursuant to provisions of Section 135 of the Act, the Company is not required to constitute a Corporate
Social Responsibility Committee or to undertake any CSR activities.

Therefore, the Company is not required to make any disclosure as specified in Section 134(3) (o) of

the

Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of the SEBI LODR Regulations, 2015 with the Stock Exchanges in India, is included
in a separate section annexed to and forming part of the Director''s Report.

Pursuant to Sections 177 and 178 of the Companies Act, 2013 read with Rules made
thereunder, the Company has constituted an Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee of the Board as the
Company is listed with BSE Ltd.

The Audit Committee is working according to the terms of the Companies Act, and SEBI
Listing Regulations, 2015 which includes duties and functions and also such other functions
as maybe specifically delegated to it by the Board from time to time. Therefore, the Board
has duly constituted the Audit Committee comprising of Mr. Aman Jain, Independent
Director, Mr. Naba Kumar Das, Independent Director and Mr. Mahendra Singh, Executive
Director. The Audit committee held five meetings during the year 2023-24.

However, on resignation of Mr. Aman Jain, Independent Director; the Board duly appointed
Mr. Sundeep Kumar Tayal, Independent Director, in the Audit Committee of the Company.

The Audit Committee held five meetings on 29/05/2023, 31/07/2023, 30/09/2023,
10/11/2023 and 13/02/2024 during the year ended 31^st March 2024. The necessary quorum
was present for all the meetings.

The Company Secretary acts as a Secretary to the Committee.

The terms of reference of Audit Committee includes:-

a) the recommendation for appointment, remuneration and terms of appointment of auditors
of the company;

b) review and monitor the auditor’s independence and performance, and effectiveness of
audit process;

c) examination of the financial statement and the auditors’ report thereon;

d) approval or any subsequent modification of transactions of the company with related
parties;

e) scrutiny of inter-corporate loans and investments;

f) valuation of undertakings or assets of the company, wherever it is necessary;

g) evaluation of internal financial controls and risk management systems;

h) monitoring the end use of funds raised through public offers and related matters;

i) any other as may be decided by the Board.

The Board has also constituted Nomination and Remuneration Committee comprising of Mr.
Aman Jain, Independent Director; Mr. Naba Kumar Das, Independent Director and Mr.
Mahendra Singh, Executive Director.

However, on resignation of Mr. Aman Jain, Independent Director; the Board duly appointed
Mr. Sundeep Kumar Tayal, Independent Director, in the Nomination and Remuneration
Committee of the Company.

The role of Nomination and Remuneration Committee includes formulation of the criteria for
determining qualifications, positive attributes and independence of a director and recommend
to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel
and other employees etc. The Nomination & Remuneration committee met once during the
year.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE (FORMERLY SHARE
TRANSFER CUM INVESTORS’ GRIEVANCE COMMITTEE) NOMENCLATURE
AND TERMS OF REFERENCE OF THE COMMITTEE

The Board of Directors of the Company has formed ‘Stakeholders’ Relationship Committee’
(‘the committee’). The committee deals with various matters relating to satisfactory redressal
of shareholders and investors’ grievances and recommends measures for overall improvement
in the quality of investor services. The Stakeholder’s Relationship Committee met three times
during the year. An insight of the matters deals with by the committee is given hereunder:

• To review and note all matters relating to the registration of transfer and transmission
of shares and debentures, transposition of shares, sub-division of shares, issue of
duplicate share certificates or allotment letters and certificates for debentures in lieu
of those lost/misplaced;

• To look into the redressal of shareholders’ and investors’ complaints relating to the
transfer of shares, non-receipt of Annual Report/notices, dividends, etc;

• To oversee the performance of the Registrar & Share Transfer Agents;

• To review dematerialization and rematerialization of the shares of the Company;

• To comply with all such directions of Ministry of Corporate Affairs & other regulatory
bodies w.r.t. shareholders’/investors’ rights and market regulations, from time to time.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

As per the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 6 and 7
of the Companies (Meeting of the Board and its Powers) Rules, 2013 the Company has
formed vigil mechanism named ''Whistle Blower Policy'', wherein the employees / directors
can report the instances of unethical behavior, actual or suspected fraud or any violation of
the Code of Conduct and / or laws applicable to the Company and seek redressal. This
mechanism provides appropriate protection to the genuine Whistle Blower, who avail of the
mechanism.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to the Financial
Statements. During the year, such controls were tested and no reportable material weakness
was observed in the design or implementation.

RISK MANAGEMENT

During the year, Management of the Company evaluated the existing Risk Management
Policy of the Company to make it more focused in identifying and prioritizing the risks, role
of various executives in monitoring & mitigation of risk and reporting process. Its aim is to
enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk
Management Policy has been reviewed and found adequate to the requirements of the
Company, and approved by the Board.

The Management evaluated various risks and that there is no element of risk identified that
may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.

LOAN, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186
of the Companies Act, 2013 are given in the notes to the Financial Statements.

CONTRA CTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm’s
length basis and were in the ordinary course of business. There were 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. Accordingly, no transaction are being reported in Form AOC- 2 in
terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014.

All Related Party Transactions are placed before the Audit Committee as also the Board for
approval. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are of a foreseen in repetitive nature. The Company has developed a Related Party
Transactions Policy for purpose of identification and monitoring of such transactions.

AUDITORS & AUDITORS’ REPORT

M/s. Amit Ray & Co., Chartered Accountants (FRN: 000483C) were appointed as Statutory
Auditors of the Company at the 56^th Annual General Meeting for 5 consecutive years until
the conclusion of the 61^st Annual General Meeting.

The Auditors have subjected themselves for the peer review process of the Institute of
Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the “Peer
Review Board” of ICAI.

The observations, if any, made by the Auditors of the Company in their report read with
relevant notes to the Accounts are self-explanatory and therefore do not call for any further
comments.

SECRETARIAL A UDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board has appointed Mr.
MUKESH CHATURVEDI, Company Secretaries, Kolkata, to undertake Secretarial Audit of the
Company for the Financial Year 2023-24. The Secretarial Audit Report is annexed herewith as
Annexure "B". The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.

INTERNAL A UDIT

As per the provisions of Section 138 of the Companies Act, 2013, the Board with the recommendation
of the audit committee has appointed M/s. A. Bharadwaj & Co. (FRN: 326709E), Kolkata, to
undertake Internal Audit of the Company. The Internal Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

None of the employees were in receipt of remuneration in excess of the limits laid down under section
197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration) Rules, 2014. Hence, no particulars are required to be given for the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The Company is not engaged in manufacturing, has no foreign collaboration and has not exported or
imported any goods or services.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as
Annexure “A”.

STATUTORY DISCLOSURES

A copy of audited financial statements of the said Companies will be made available to the members
of the Company, seeking such information at any point of time. A cash flow statement for the year
2023-24 is attached to the Balance Sheet.

GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of the following items during
the year under review as:

1. During the year under review, no significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company’s operations in future.

2. No material changes and commitments have occurred between the end of financial year of the
Company to which the financial statements relate and the date of the Report, affecting the financial
position of the Company under section 134(3)(1) of the Companies Act, 2013.

3. No Deposits covered under Chapter V of the Companies Act, 2013 were accepted.

4. No equity shares with differential rights as to dividend, voting or otherwise; or shares (including
sweat equity shares) were issued to employees of the Company under any scheme.

5. During the year under review, there were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

FRAUD REPORTING (REQUIRED BY THE COMPANIES AMENDMENT ACT, 2015)

The Company has adopted best practices for fraud prevention and it follows confidential, anonymous
reporting about fraud or abuse to the appropriate responsible officials of the Company. No fraud on
or by the company has been reported by the Statutory Auditors.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation to the Central and State Governments, Banks,
Customers, Vendors and the Company’s valued investors for their continued co-operation and
support.

Your Directors also wish to acknowledge the support and valuable contributions made by the
employees, at all levels.

For and on behalf of the Board Directors
For BANGALORE FORT FARMS LIMITED

Place: Kolkata

Date: 07-09-2024

Sd/-

Mahendra Singh
Managing Director
(DIN: 07692374)

Sd/-

Mousumi Sengupta
Director
(DIN: 07825625)

---

Mar 31, 2015

The Members

The Directors are pleased to present the Forty Eighth Annual Report and the Company's audited financial statement for the financial year ended 31st March, 2015.

FINANCIAL RESULTS :

The Company's financial performance for the year ended March 31, 2015 is summarized below : Amount in (Rs.)

Year ended Year ended 31st March 2015 31st March 2014

Total Income 54,60,183 1,933,696

Profit Before Tax 70,246 1,507,033

Less : Current Tax 21,706 500,000

Profit After Tax 48,540 1,007,033

THE COMPANY'S STATE OF AFFAIRS :

The Company has decided to concentrate on procuring seasonal agri products and its storage with Cold Storage Chain across the country. To begin with, the Company have made arrangements with one of the associated Company to store the agro-products procured by its in the State of West Bengal. The benefits of which would accrue to the shareholders in the coming financial year.

The Company has also made plans to enter into integrated food processing sector and trading in agro-products. The necessary feasibility study is being carried out for the said activities.

AMOUNTS PROPOSED TO CARRY TO THE RESERVES :

The Company has not transferred any amount out of the profit earned to reserve account during the year under review. The entire profit earned during the year under review is being carried forward under Profit & Loss Account.

DIVIDEND :

To conserve resources for newer businesses, your Directors have decided not to recommend any dividend for the year ended 31st March, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management Discussion and Analysis Report for the year under review, as stipulated under clause 52 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the of the Annual Report.

MEETINGS OF THE BOARDS :

13 meetings of the Board of Directors were held during the year under review. For further details, please refer to the Corporate Governance Report.

DETAILS OF DIRECTORS AND KMP CHANGES :

DIRECTORS :

Mr. Lakshman Srinivasn and Mr. Kajal Bhanja Chowdhry, ceased to be Directors with effect from 23/10/2014 and 20/11/2014 respectively. Your Directors would like to record their appreciation of the services rendered by them during their tenure of office as Director of the Company.

During the year under review, the Members approved the appointments of Mr. Srinivasan Ramakrishna Iyengar as a non-executive Non-Independent Director who is liable to retire by rotation.

KMPCHANGES :

Mr Rajan Singh was cease to be a Company Secretary & Compliance Officer with effect from 22/05/2015.

STATUTORY AUDITORS :

M/s S.K.Sengupta & Associates, Chartered Accountants, (Firms Registration No. 322550E), Statutory Auditors of the company, hold office till the conclusion of the Fifty Second Annual General Meeting. They have confirmed their eligibility to the effect that their appointment, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

The Notes on financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain qualification reservation or adverse remark.

SECRETARIAL AUDITOR :

The Board has appointed M/s. B. Nair & company, Company Secretary in practice (C.P No. 10778) as Secretarial Auditor to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith and marked as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE:

The Company is committed to maintain good standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI. The report on Corporate Governance as stipulated under the Listing agreements forms an integral part of this Report. The requisite certificate from the Auditor's of the Company confirming compliance with the conditions of Corporate Governance is attached to the report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY :

The Company have not implemented any risk management policy so-far, as the manufacturing activities are nil. Risk management policy would be implemented as and when new business operations are commenced.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirements of the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirms as under:

a) That in the preparation of the annual accounts the applicable accounting standards has been followed and there are no material departures from the same.

b) That the directors 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 i.e., March 31, 2015 and of the profit of the Company for the year ended on that date;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the directors have prepared the annual accounts on going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

f) That the directors have devised proper system to ensure compliance with the provisions of applicable laws and the such systems are adequate and operating effectively.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

a) Particulars of Conservation of Energy, Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy and technology absorption do not apply to this Company as the Company have not carried out any manufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreign exchange earned.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

The Company have no employee drawing a remuneration of Rs.60 ,00,000( Rupees Sixty lacs) per annum or part there of in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

CORPORATE SOCIAL RESPOSIBILITY :

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIE :

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.

Your Directors draw attention of the Members to Note No. 6 under significant policies to the financial statement which sets out related party disclosures EXTRACTS OF ANNUAL RETURN :

Extract of Annual Return is being annexed herewith as Annexure II to this Report.

GENERAL :

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women and Workplace(Prevention and Redressal) Act, 2013.

Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

d) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEGEMENTS :

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from Bombay Stock Exchange, Calcutta Stock Exchange, Merchant Bankers, Registrar to the issue, Share Transfer Agents, Banks etc during the year under review.

For and Behalf of Board of Directors

Bhavya Ram Iyengar Managing Director

Place: Kolkata Srinivasan Ramakrishna Iyengar Date: May 25th, 2015 Director