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GRM Overseas Ltd.

BSE: 531449 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE192H01012
BSE LIVE 15:27 | 26 Sep 191.60 0
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OPEN 191.60
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VOLUME 505
52-Week high 191.60
52-Week low 52.75
P/E 4.10
Mkt Cap.(Rs cr) 71
Buy Price 191.60
Buy Qty 34588.00
Sell Price 0.00
Sell Qty 0.00
OPEN 191.60
CLOSE 191.60
VOLUME 505
52-Week high 191.60
52-Week low 52.75
P/E 4.10
Mkt Cap.(Rs cr) 71
Buy Price 191.60
Buy Qty 34588.00
Sell Price 0.00
Sell Qty 0.00

GRM Overseas Ltd. (GRMOVERSEAS) - Director Report

Company director report

TO

THE MEMBERS

GRM OVERSES LIMITED

128 FIRST FLOOR SHIVA MARKET PITAMPURA NORTH DELHI-110034 DELHI

Your Directors have great pleasure in presenting their 22nd Annual Report together withthe Audited Accounts of the Company for the Year ended March 31 2016.

(Rs. in lacs)
FINANCIAL RESULT Current Year Previous Year
2015-2016 2014-2015
Profit before Depreciation & Finance Charges 1417.48 2404.88
Less: Finance Charges 911.96 1404.89
Depreciation 195.13 211.61
1107.09 1616.50
Net Profit after Depreciation & Finance Charges 310.39 788.38
Provision for Income Tax Deferred Tax 105.27 331.49
APPROPRIATIONS
Transferred to Profit & Loss Account 205.12 456.89
Provision for Dividend & Tax Thereon - -

CURRENT YEAR WORKING:

Your Directors hereby inform you that in the current year the overall performance ofthe company are stable 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 2016.

SHARE CAPITAL:

The paid up equity capital as on march 31 2016 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 2016 was Rs. 145378901.02 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. Atul Garg Whole-Time-Director of the Company retire byrotation at the ensuing Annual General Meeting & being eligible offers himself forre-appointment and the Board of Directors recommends for his re-appointment.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and relevant Regulation of theSEBI (Listing Obligation and Disclosures Requirement) Regulations 2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Appointment & Remuneration Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance 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 six Board Meetings and six Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed 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) Mr. Vijay Kumar Dwivedi 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:

The Company does not have any subsidiary.

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 andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation 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 re-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 as well as SEBI (Listing Obligation and Disclosures Requirement)Regulations 2015 in respect of their position as Independent Directors of the company.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed M/s. Joginder Pal & Company Chartered AccountantPanipat (FRN:020982N) as an Internal Auditor of the Company.

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 & Relevant regulation ofthe SEBI (Listing obligation and disclosure requirements) Regulation 2015 the company hasconstituted a business risk management committee. The details of the committee and itsterms of reference are set out in the corporate governance report forming part of theBoards report.

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

PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act 2013 andrules made there under which needs to be disclosed in the directors report.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

• 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) 46.11
Shri Atul Garg- (Whole-Time-Director) 38.60
Shri Rohit Garg- (Whole-Time-Director) 38.60

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

Name Designation % Change
1. Mr. Hukam Cand Garg Chairman & Managing Director 89.01
2. Mr. Rohit Garg Whole-Time-Director 100.00
3. Mr. Atul Garg Whole-Time-Director 38.46
4. Mr. Vijay Kumar Dwivedi Company Secretary 47.36
5. Mr. Rattan Lal Mittal Chief Financial Officer 33.33

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

• the number of permanent employees on the rolls of company:-146

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

Year ended 2015 Year ended 2016 % increase
Employee benefit expenses 14396156 18139103.00 25.99
Sales 5683740616.83 3557241148.24 (37.40)
profit 45689266.10 20511875.11 (55.10)
EPS 12.38 5.56 6.82

• 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 AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in Regulation 15(2) of SEBI (Listing Obligation andDisclosures requirement) Regulation 2015

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 2015-16.

• No of complaints received : 0

• No of complaints disposed off : 0

ACKNOWLEDGMENTS:

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.

For and on behalf of the Board of Directors
S/d-
Place : Delhi H.C. GARG
August 30 2016 Chairman & Managing Director

ANNEXURE- D TO THE BORAD REPORT

INFORMATION AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT 2013 FORMING PART OF THEDIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH 2016

(1) Conservation of Engergy

Regular preventive maintenance of all Plant & Machinery is carried out to enhanceproductivity and efficiency of Machineries resulting in considerable power saving.

Current Year Current Year
2015-16 2014-15
A. POWER AND FUEL CONSUMPTION
a) Purchase Units 6694245 6289054
Total Amount (Rs.) 55400341 51951746
Rate/Unit (Rs.) 8.28 8.26
b) Own Generation
Through Diesel Generator
Units (approx.) 498632 720865
Cost of Fuel 5051620 7411650
Cost/Units (Rs.) 10.13 10.28
B. CONSUMPTION PER UNIT (M.T.) OF PRODUCTION
Production Unit (M.T.) 38332 36111
Electricity 7192877 7009919
TECHNOLOGY ABSORPTION
RESEARCH AND DEVELOPMENT
Specific Areas in which R & D carried out by the company
Benefit derived as a result of the above R & D None None
Future plan of action None None
The Company would take R & D activities to improve quality and reduce cost by increasing cost efficiency at all levels.

(iii)FOREIGN EXCHANGE EARNING AND OUTGO

Current Year Current Year
2015-16 2014-15
Foreign Exchange Earning (in `) 3005452035 5187382522
Foreign Exchange Outgo (in `) Nil Nil

 

Place : New Delhi By Order of the Board
Date : 28th May 2016
Sd/-
Hukam Chand Garg
(Managing Director)
DIN : 00673276

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SL. No. Particulars Details
1 Name (s) of the related party & nature of relationship N.A.
2 Nature of contracts/arrangements/transaction N.A.
3 Duration of the contracts/arrangements/transaction N.A.
4 Salient terms of the contracts or arrangements or transaction including the value if any N.A.
5 Justification for entering into such contracts or arrangements or transactions’ N.A.
6 Date of approval by the Board N.A.
7 Amount paid as advances if any N.A.
8 Date on which the special resolution was passed in General meeting as required under first proviso to section 188 N.A.

2. Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No. Particulars Details
1 Name (s) of the related party & nature of relationship N.A.
2 Nature of contracts/arrangements/transaction N.A.
3 Duration of the contracts/arrangements/transaction N.A.
4 Salient terms of the contracts or arrangements or transaction including the value if any N.A.
5 Date of approval by the Board N.A.
6 Amount paid as advances if any N.A.

CERTIFICATE OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER ON CORPORATEGOVERNANCE:

The Board of Directors

M/s. GRM Overseas Limited

We have reviewed the financial statements and the cash flow statement of GRM OverseasLimited for the financial year 2015-16 and certify that:

a) These statements to the best of our knowledge and belief:

I. Do not contain any materially untrue statements or omit any material facts orcontain statements that might be misleading:

II. Present a true and fair view of the Company‘s affairs and are in compliancewith existing accounting standards applicable laws and regulations.

b) To the best of our knowledge and belief there are no transactions entered into bythe Directors and Senior Management Personnel during the year which are fraudulentillegal or violative of the Company’s Code of Conduct.

c) We accept responsibility for establishing and maintaining internal controls forfinancial reporting and have evaluated the effectiveness of the internal control systemsof the Company for such reporting. We have disclosed to the Auditors and the AuditCommittee deficiencies if any in the design or operation of such internal controls ofwhich we are aware of and the steps taken and/or proposed to be taken to rectify thesedeficiencies.

d) We have also indicated to the Auditors and the Audit Committee.

(i) Significant changes in Internal Controls with respect to financial reporting duringthe year.

(ii) Significant changes in accounting policies during the Year and these have beendisclosed in the notes to the financial statements.

e) To the best of our knowledge and belief there are no instances of significant fraudinvolving either the management or employees having a significant role in theCompany’s internal control systems with respect to financial reporting.

Sd/- For and on behalf of the Board of Directors
Rattan Lal Mittal
Chief Financial Officer Sd/-
H.C. Garg
Delhi Chairman & Managing Director
August 30 2016 DIN: 00673276