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GRM Overseas Ltd.

BSE: 531449 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE192H01012
BSE LIVE 14:53 | 11 Dec 267.15 12.70
(4.99%)
OPEN

266.90

HIGH

267.15

LOW

251.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 266.90
PREVIOUS CLOSE 254.45
VOLUME 2861
52-Week high 359.95
52-Week low 58.00
P/E 5.51
Mkt Cap.(Rs cr) 99
Buy Price 267.15
Buy Qty 445.00
Sell Price 0.00
Sell Qty 0.00
OPEN 266.90
CLOSE 254.45
VOLUME 2861
52-Week high 359.95
52-Week low 58.00
P/E 5.51
Mkt Cap.(Rs cr) 99
Buy Price 267.15
Buy Qty 445.00
Sell Price 0.00
Sell Qty 0.00

GRM Overseas Ltd. (GRMOVERSEAS) - Director Report

Company director report

DIRECTORS' REPORT

TO

THE MEMBERS

GRM OVERSES LIMITED

Your Company's Directors are pleased to present the 23rd Annual Report of the Companyalong with Audited Accounts for the financial year ended 31st March 2017.

Standalone Financial Result ( Rs. In Lakhs)

Particular Current Year 2016-17 Previous Year 2015-16
Profit before Depreciation & Finance Charges 2025.11 1417.48
Less: Finance Charges 985.18 911.96
Depreciation 192.79 195.13
1177.97 1107.09
Net Profit after Depreciation & Finance
847.14 310.39
Charges
Less: Provision for Income Tax Deferred Tax 288.05 105.27
Transferred to Profit & Loss Account 559.09 205.12

 

Consolidated Financial Result ( Rs. In Lakhs)
Particular Current Year 2016-17 Previous Year 2015-16
Profit before Depreciation & Finance Charges 2021.67 1417.47
Less: Finance Charges 982.14 911.96
Depreciation 192.79 195.13
1174.93 1106.29
Net Profit after Depreciation & Finance
846.74 310.38
Charges
Less: Provision for Income Tax Deferred Tax 288.04 105.27
Transferred to Profit & Loss Account 558.70 205.11

CURRENT YEAR WORKING:

Your Directors hereby inform you that in the current year the overall performance ofthe company are good as compare to the last financial year. During the current year theCompany would make all efforts to accelerate its' pace of growth and overall performance.

DIVIDEND:

Your Company needs capital for its expansion plans therefore the board has decided toinvest the profit into the operation of the Company. Hence no dividend is recommended forthe year ended 31st March 2017.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves.

Changes in the nature of business if any

There is no change in the nature of business of your company during the year underreview.

SHARE CAPITAL:

The paid up equity capital as on march 31 2017 was Rs. 36895000. During the yearthe Company has not come out with any public issue right issue preferential issue etc.The Company Come out with a Public Issue in the Year 1995 and it has never come with anyright issue preferential issue etc. thereafter.

FINANCE:

Cash and cash equivalents as at March 31 2017 was Rs. 145.92 lakhs. The companycontinues to focus on judicious management of its working capital Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

FIXED DEPOSITS:

During the Financial Year Your Company has not accepted any deposits within the meaningof Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.The details of the investments made by company isgiven in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The company has duly constituted CSR Committee which is responsible for fulfilling theCSR objectives of the company.

The Annual Report on CSR activities is annexed herewith as: Annexure A

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

The information pursuant to Section 134(3)(m) of the Companies Act 2013 and the rulesmade thereunder regarding Conservation of Energy Technology Absorption and ForeignExchange earnings & outgo as required are annexed as " Annexure D" andforms part of this report.

INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

DIRECTORS:

In accordance with the Section 152 of the Companies Act 2013 & Articles ofAssociation of the Company Mr. Rohit Garg Director of the Company retire by rotation atthe ensuing Annual General Meeting & being eligible offers herself for re-appointmentand the Board of Directors recommends for his re-appointment.

During the Financial Year Mr. Vijay Kumar Dwivedi resign from the post of companysecretary on 16th April 2016 and Mrs. Tanushree Agarwal appoint as company secretary on01.10.2016

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and applicable provisions of theSEBI(LODR) Regulations 2015 the Board has carried out an evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Appointment & Remuneration Committees. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Ten Board Meetings and four Audit Committee Meetings and othercommittee meeting were convened and held. The details of which are given in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

KEY MANAGERIAL PERSONNEL:

The following employees were designated as whole-time key managerial personnel by theBoard of Directors during the year under review:

(i) Mr. Hukam Chand Garg Managing Director

(ii) Mr Rohit Garg Whole-Time-Director

(iii) Mr. Atul Garg Whole-Time-Director

(iv) Mr. Rattan Lal Mittal Chief Financial Officer

(v) Ms. Tanushree Agarwal- Company Secretary

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

During the year under review the Board has adopted a policy to regulate thetransactions of the Company with its related parties. As per policy all the related partytransactions required prior approval of Audit Committee and Board of Directors of theCompany. Prior approval of shareholders of the Company is also required for certainrelated party transactions as prescribed under Companies Act 2013 and listing agreement.The said policy is available at the company website viz. http/www.grmrice.com.

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with promoters keymanagerial personnel or other designated persons which may have potential conflict withinterest of the company at large.

SUBSIDIARY COMPANIES:

During the Year Company had subsidiaries whose performance is included in theConsolidated Financial Statements viz GRM International Holdings Ltd. The Directors havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; Annualaccounts have been prepared on a ‘going concern' basis;

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

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website www.grmrice.com.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATION RESERVATION OR ADVERSE REMARKOR DISCLAIMER MADE:

There is no other qualification reservation or adverse remark or disclaimer made bythe auditor in his report; and the company secretary in practice in his secretarial auditreport.

AUDITORS:

To appoint M/s Vishal Malhotra & Co. Chartered Accountants (FRN-012750N) asStatutory auditor of the company to hold office from the conclusion of this Annual GeneralMeeting till the conclusion of the next Annual General Meeting on such remuneration as maybe fixed in this behalf by the Board of Directors of the Company. A certificate from theauditors have been received to the effect that their appointment if made would be withinthe limits prescribed under the Companies Act 2013.

AUDITORS' REPORT:

The Auditors' Report is annexed hereto and forms part of the Annual Report.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed SAS & Associates a firm of company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure B"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".

DECLARATION BY INDEPENDENT DIRECTORS:

The company at its Annual General Meeting held on 30th September 2014 had appointedMr. Vikram Malik Mr. Chetan Kapoor and Mrs. Kiran Dua as Independent Directors of theCompany. They hold office for a period up to 31st March 2019 and shall not be liable toretire by rotation. Further all the Independent directors have declared and affirmed theirCompliance with the independence criteria as mention in section 149(6) of the Companiesact 2013 and Listing Regulations as applicable in respect of their position asIndependent Directors of the company.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Ram Niwas Yadav as an Internal Auditor of the Company.Mr. Ram Niwas Yadav placed the internal audit report to the Company which is selfexplanatory and need no comments.

LISTING OF SHARES:

The shares of the Company are listed on BSE Limited (BSE). The listing fee for the year2016–17 has already been paid to the stock exchanges.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act 2013 & provisions ofSEBI(LODR) Regulations 2015 the company has constituted a business risk managementcommittee. The details of the committee and its terms of reference are set out in thecorporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten theexistence of the company.

PARTICULARS OF EMPLOYEES:

PARTICULARS PURSUANT TO SECTION 197(12) READ WITH RULE 5(1) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

• The ratio of the remuneration of each director to the median employee'sremuneration for the financial year and such other details as prescribed is as givenbelow:

Name of Director Ratio
Shri Hukam Cand Garg- (Chairman & Managing Director) 36.47
Shri Atul Garg- (Whole-Time-Director) 32.42
Shri Rohit Garg- (Whole-Time-Director) 32.42

• The percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear:-

S.No. Name Designation % Change
1. Mr. Hukam Cand Garg Chairman & Managing Director -11.94
2. Mr. Rohit Garg Whole-Time-Director -12.50
3. Mr. Atul Garg Whole-Time-Director -12.50
4. Ms. Tanushree Agarwal Company Secretary -75.00
5. Mr. Rattan Lal Mittal Chief Financial Officer NA

The statement containing particulars of employees as required under rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is givenherein below:

• The percentage increase in the median remuneration of employees in the financialyear:- Nil

• The number of permanent employees on the rolls of company:239

• The explanation on the relationship between average increase in remuneration andcompany performance:-

Year ended 2016 Year ended 2017 % increase
Employee benefit expenses 18139103.00 21774128 20.03
Sales 3557241148.24 5911507500.40 66.18
Profit 20511875.11 55909247.89 172.57
EPS 5.56 15.15 172.48

• Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and there are anyexceptional circumstances for increase in the managerial remuneration:- N.A

• The key parameters for any variable component of remuneration availed by thedirectors:- N.A

• The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year:- N.A

• Affirmation that the remuneration is as per the remuneration policy of thecompany. YES

CORPORATE GOVERNANCE

The Corporate Governance which form an integral part of this Report are set out asseparate Annexures together with the Certificate from the auditors of the Companyregarding compliance with the requirements of Corporate Governance as stipulated inListing Obligation and Disclosure Requirements) 2015

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34 read with Para B of Schedule V of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 adetailed ‘Management Discussion and Analysis Report' (MDA) is attached as a separatesection forming part of the Annual Report. More details on operations and a view on theoutlook for the current year are also given in the ‘Management Discussion andAnalysis Report'.

HEALTH SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17.

• No of complaints received:

• No of complaints disposed off

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.