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GRM Overseas Ltd.

BSE: 531449 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE192H01012
BSE 14:02 | 07 Apr 156.00 7.00
(4.70%)
OPEN

149.00

HIGH

156.00

LOW

149.00

NSE 05:30 | 01 Jan GRM Overseas Ltd
OPEN 149.00
PREVIOUS CLOSE 149.00
VOLUME 6
52-Week high 261.90
52-Week low 119.00
P/E 3.39
Mkt Cap.(Rs cr) 58
Buy Price 156.00
Buy Qty 1.00
Sell Price 156.00
Sell Qty 1.00
OPEN 149.00
CLOSE 149.00
VOLUME 6
52-Week high 261.90
52-Week low 119.00
P/E 3.39
Mkt Cap.(Rs cr) 58
Buy Price 156.00
Buy Qty 1.00
Sell Price 156.00
Sell Qty 1.00

GRM Overseas Ltd. (GRMOVERSEAS) - Auditors Report

Company auditors report

To the Members of

GRM OVERSEAS LIMITED

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the Standalone Ind AS Financial Statements of GRMOverseas Limited("the Company") whichcomprisetheBalanceSheetasat31March2019andtheStatementofProfitandLoss(includingothercomprehensiveincome) Statement of Changes in Equity and Statement of Cash Flows for the year thenended and notes to the Standalone Ind AS Financial Statements including a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas "the Standalone Ind AS Financial Statements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid Standalone Ind AS Financial Statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2019and profit (including other comprehensive income) changes in equity and its cash flowsfor the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneInd AS Financial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of theStandalone Ind AS Financial Statements under the provisions of the Act and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters (‘KAM') are those matters that in ourprofessional judgment were of most significance in our audit of the Standalone Ind ASFinancial Statements of the current period. These matters were addressed in the context ofour audit of the Standalone Ind AS Financial Statements as a whole and in forming ouropinion thereon and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicatein our report.

Information Other than the Standalone Ind AS Financial Statements andAuditor's Report Thereon

The Company's management and Board of Directors are responsiblefor the other information. The other information comprises the information included in theCompany's annual report but does not include the Standalone Ind AS FinancialStatements and our auditors' report thereon.

Our opinion on the Standalone Ind AS Financial Statements does notcover the other information and we do not express any form of assurance conclusionthereon.

In connection with our audit of the Standalone Ind AS FinancialStatements our responsibility is to read the other information and in doing so considerwhether the other information is materially inconsistent with the Standalone Ind ASFinancial Statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated. If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Management's Responsibility for the Standalone Ind AS FinancialStatements

The Company's management and Board of Directors are responsible for thematters stated in Section 134(5) of the Act with respect to the preparation of theseStandalone Ind AS Financial Statements that give a true and fair view of the state ofaffairs profit / loss (including other comprehensive income) changes in equity and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards (IndAS) specified under Section133 of theAct. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Standalone Ind AS Financial Statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

Accounting Standards (IndAS) specified under Section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the Standalone Ind ASFinancial Statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the Standalone Ind AS Financial Statements management andBoard of Directors are responsible for assessing the Company's ability to continue asa going concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Ind ASFinancial Statements

Our objectives are to obtain reasonable assurance about whether theStandalone Ind AS Financial Statements as a whole are free from material misstatementwhether due to fraud or error and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance but is not a guarantee that anaudit conducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these Standalone Ind AS FinancialStatements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of theStandalone Ind AS Financial Statements whether due to fraud or error design and performaudit procedures responsive to those risks and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to StandaloneInd AS Financial Statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and basedontheauditevidenceobtainedwhetheramaterialuncertaintyexistsrelatedtoeventsorconditionsthatmaycast significant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists we are required to draw attention in ourauditor's report to the related disclosures in the Standalone Ind AS FinancialStatements or if such disclosures are inadequate to modify our opinion. Our conclusionsare based on the audit evidence obtained up to the date of our auditors' report. Howeverfuture events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of theStandalone Ind AS Financial Statements including the disclosures and whether theStandalone Ind AS Financial Statements represent the underlying transactions and events ina manner that achieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the Standalone IndAS Financial Statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditors' report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016("the Order") issued by the Central Government of India in terms of Section143(11) of the Act we give in "Annexure A" a statement on the matters specifiedin paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

(b) In our opinion proper books of account as required by law havebeen 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 (includingother comprehensive income) the Statement of Changes in Equity and the Statement of CashFlows dealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid Standalone Ind AS FinancialStatements comply with the IndAS specified under Section 133 of the Act.

(e) On the basis of the written representations received from thedirectors as on 31 March 2019 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2019 from being appointed as a director in termsof Section 164(2) of theAct.

(f)Withrespecttotheadequacyoftheinternalfinancialcontrolswithreferencetofinancialstatementsof the Company and the operating effectiveness of such controls refer to our separateReport in "AnnexureB".

(g) With respect to the other matters to be included in theAuditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amendedin our opinion and to the best of our information and according tothe explanations given tous:

i. The Company does not have any pending litigations which would impactits financial positioninitsStandalone Ind AS Financial Statements;

ii. The Company did not have any long-term contracts includingderivatives contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts required to betransferred to the Investor

Education and Protection Fund by theCompany;and

iv. The disclosures in the Standalone Ind AS Financial Statementsregarding holdings as well as

dealings in specified bank notes during the period from 8 November 2016to 30 December 2016 have not been made in these Standalone Ind AS Financial Statementssince they do not pertain to the financial year ended 31 March 2019.

3. With respect to the matter to be included in the Auditors'Report under section197(16):

In our opinion and according to the information and explanations givento us the remuneration paid/payable by the Company to its directors during the currentyear is in accordance with the provisions of Section 197 of the Act. The remunerationpaid/payable to any director is not in excess of the limit laid down under Section 197 ofthe Act. The Ministry of Corporate Affairs has not prescribed other details under Section197(16) which are required to be commented upon by us.

For Vinod Kumar & Associates
Chartered Accountants
FRN-002304N
Date: 28th May 2019 MukeshDadhich
Place: Delhi Partner
M.No. 511741

Annexure A to the Independent Auditors' Report

With reference to the Annexure A referred to in the IndependentAuditors' Report to the members of the Company on the Standalone Ind AS FinancialStatements for the year ended 31 March 2019 we report the following:

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management atreasonable intervals and nomaterialdiscrepancieshavebeennoticedonphysicalverificationasconfirmedbythemanagement. Inour opinion this periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its assets.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the company the title deeds of immovableproperties are held in the name of the company.

(ii) The Company has been regular in following the procedures ofphysical verification of inventories which is reasonable and adequate in relation to thesize of the company and the nature of its business.

In our opinion and on the basis of our examination of inventoryrecords we are of the opinion that the company is maintaining proper records of inventoryand no material discrepancies were observed on physical verification done by themanagement.

(iii) The Company has not granted any loans secured or unsecured tocompanies firms Limited Liability Partnerships and other parties mentioned in theregister maintained under section 189 of the Companies Act 2013.Since the company hasnot granted any loans provisions of clause (iii) (a) to (iii) (c) of the Order are notapplicable to the Company.

(iv) In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions of Section 185 and 186 of theAct with respect to the loans and investments made securities and guarantees given.

(v) The Company has not accepted any deposit from the public. Thusparagraph 3(v) of the Order is not applicable.

(vi) The Central Government has not specified maintenance of costrecords under sub-section (1) of Section 148 of the Act in respect of Company'sproducts. Accordingly the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company amounts deducted/ accruedin the books of account in respect of undisputed statutory dues including provident fundemployee's state insurance income tax sales tax duty of excise service tax Goodsand Service Tax duty of customs value added tax cess and other material statutory dueshave been regularly deposited during the year by the Company with the appropriateauthorities.

According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employee's state insuranceincome tax sales tax service tax Goods and Service Tax duty of customs value addedtax cess and other material statutory dues were in arrears as at 31st March 2019 for aperiod of more than six months from the date they became payable.

(b) According to the information and explanations and records of thecompany there are no material dues of provident fund employee state insurance incometax sales tax wealth tax service tax Goods and Services Tax duty of customs valueadded tax and cess which have not been deposited with the appropriate authorities onaccount of any dispute.

(viii) In our opinion and according to the information and explanationsgiven to us the Company has not defaulted in the repayment of loans or borrowings tobanks. The Company did not have any outstanding loans or borrowings from financialinstitutions or government and there are no dues to debenture holders during the year.

(ix) In our opinion and according to the information and explanationsgiven to us the Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. In our opinion the term loanswere applied for the purposes for which the loans were obtained.

(x) According to the information and explanations given to us no fraudby the Company or on the Company by its officers or employees has been noticed or reportedduring the course of our audit.

(xi) According to the information and explanations given to us andbased on our examination of the records of the company the company has paid/provided formanagerial remuneration in accordance with requisite approvals mandated by the provisionsof Section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanationsgiven to us the Company is not a nidhi company. Accordingly paragraph 3(xii) of theOrder is not applicable.

(xiii) According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the financial statements as requiredby the applicable accounting standards.

(xiv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year.

(xv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with him. Accordingly paragraph3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934.

For Vinod Kumar & Associates
Chartered Accountants
FRN-002304N
Date: 28th May 2019 Mukesh Dadhich
Place: Delhi Partner
M.No. 511741

Annexure B to the Independent Auditors' Report

(Referred to in paragraph 2(f) under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference toStandalone Ind AS Financial Statements of GRM Overseas Limited ("the Company")as of 31 March 2019 in conjunction with our audit of the Standalone Ind AS FinancialStatements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control with reference toStandalone Ind AS Financial Statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") issued by theInstitute of Chartered Accountants of India ("ICAI"). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial informationas required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to Standalone Ind AS Financial Statements based on ouraudit. We conducted our audit in accordance with the Guidance Note and the Standards onAuditing issued by ICAI and deemed to be prescribed under Section 143(10) of the Act tothe extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by ICAI. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlswith reference to Standalone Ind AS Financial Statements was established and maintainedand if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial control system with reference to Standalone Ind ASFinancial Statements and their operating effectiveness. Our audit of internal financialcontrols with reference to Standalone Ind AS Financial Statements included obtaining anunderstanding of internal financial controls with reference to Standalone Ind AS FinancialStatements assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the Standalone Ind AS Financial Statements whetherdue to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system with reference to Standalone Ind AS Financial Statements.

Meaning of Internal Financial Controls with reference to Standalone IndAS Financial Statements

A company's internal financial control with reference to Standalone IndAS Financial Statements is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of Standalone Ind AS FinancialStatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control with reference to Standalone Ind ASFinancial Statements includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of StandaloneInd AS Financial Statements in accordance with generally accepted accounting principlesand that receipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the StandaloneInd AS Financial Statements.

Inherent Limitations of Internal Financial Controls with reference toStandalone Ind AS Financial Statements

Because of the inherent limitations of internal financial controls withreference to Standalone Ind AS Financial Statements including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of theinternal financial controls with reference to Standalone Ind AS Financial Statements tofuture periods are subject to the risk that the internal financial control with referenceto Standalone Ind AS Financial Statements may become inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system with reference to Standalone Ind AS FinancialStatements and such internal financial controls with reference to Standalone Ind ASFinancial Statements were operating effectively as at 31 March 2019 based on the internalcontrol with reference to Standalone Ind AS Financial Statements criteria established bythe Company considering the essential components of internal control stated in theGuidance Note issued by the ICAI.

For Vinod Kumar & Associates
Chartered Accountants
Date: 28th May 2019 Mukesh Dadhich
Place: Delhi Partner
M.No. 511741