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GRM Overseas Ltd.

BSE: 531449 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE192H01020
BSE 00:00 | 25 Jan 790.80 -31.10
(-3.78%)
OPEN

780.85

HIGH

820.00

LOW

780.85

NSE 05:30 | 01 Jan GRM Overseas Ltd
OPEN 780.85
PREVIOUS CLOSE 821.90
VOLUME 44673
52-Week high 935.40
52-Week low 33.73
P/E 62.81
Mkt Cap.(Rs cr) 4,745
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 780.85
CLOSE 821.90
VOLUME 44673
52-Week high 935.40
52-Week low 33.73
P/E 62.81
Mkt Cap.(Rs cr) 4,745
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 GRM Overseas Limited("the Company") which comprise the Balance Sheet as at 31st March 2021 and theStatement of Profit and Loss (including other comprehensive income) Statement of Changesin Equity and Statement of Cash Flows for the year then ended and notes to the StandaloneInd AS Financial Statements including a summary of significant accounting policies andother explanatory information (hereinafter referred to as "the Standalone Ind ASFinancial Statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone Ind AS Financial Statements give the informationrequired by the Companies Act 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India of the state of affairs of the Company as at 31st March 2021 and profit(including other comprehensive income) changes in equity and its cash flows for the yearended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor’s Responsibilities for the Audit of the Standalone Ind ASFinancial 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 our professionaljudgment were of most significance in our audit of the Standalone Ind AS FinancialStatements of the current period. These matters were addressed in the context of our auditof the Standalone Ind AS Financial Statements as a whole and in forming our opinionthereon and we do not provide a separate opinion on these matters.

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

Information Other than the Standalone Ind AS Financial Statements and Auditor’sReport Thereon

The Company’s management and Board of Directors are responsible for the otherinformation. 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 not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Ind AS Financial Statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the Standalone Ind AS FinancialStatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated. If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s management and Board of Directors are responsible for the mattersstated in Section 134(5) of the Act with respect to the preparation of these StandaloneInd AS Financial Statements that give a true and fair view of the state of affairs profit/ loss (including other comprehensive income) flows of the Company in accordance with theaccounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the Standalone Ind AS Financial Statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

In preparing the Standalone Ind AS Financial Statements management and Board ofDirectors are responsible for assessing the Company’s ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company orto cease operations or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company’s financialreporting process.

Auditor’s Responsibilities for the Audit of the Standalone Ind AS FinancialStatements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind ASFinancial Statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor’s report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these Standalone Ind AS

Financial Statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Standalone Ind ASFinancial Statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under Section 143(3) (i) ofthe Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to Standalone Ind AS FinancialStatements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on theCompany’s ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor’s report to therelated disclosures in the Standalone Ind AS Financial Statements or if such disclosuresare inadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditors’ report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

Evaluate the overall presentation structure and content of the Standalone Ind ASFinancial Statements including the disclosures and whether the Standalone Ind ASFinancial Statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and any significant timing of the audit and significant identify during ouraudit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the Standalone Ind AS FinancialStatements of the current period and are therefore the key audit matters. We describethese matters in our auditors’ report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso 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 ("theOrder") issued by the Central Government of India in terms of Section 143(11) of theAct we give in "Annexure A" a statement on the matters specified inparagraphs 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 explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Changes in Equity and the Statement of Cash Flows dealt with bythis Report are in agreement with the books of account.

(d) In our opinion the aforesaid Standalone Ind AS Financial Statements comply withthe Ind AS specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31stMarch 2021 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2021 from being appointed as a director in terms of Section164(2) of the Act.

(f) With respect to the adequacy of the internalfinancialcontrols with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in

"Annexure B".

(g) With respect to the other matters to be included in the Auditors’ Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company does not have any pending litigations which would impact its financialposition in its Standalone Ind AS Financial Statements;

ii. The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company; and

iv. The disclosures in the Standalone Ind AS Financial Statements regarding holdings aswell as dealings in specifiedbank notes during the period from 8 November 2016 to 30December 2016 have not been made in these Standalone Ind AS Financial Statements sincethey do not pertain to the financial year ended 31st March 2021

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 given to us theremuneration paid/ payable by the Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid/payable toany director is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) whichare required to be commented upon by us.

For Vinod Kumar & Associates

Chartered Accountants

FRN-002304N

Sd/-

Mukesh Dadhich

Partner

M.No. 511741

UDIN: 21511741AAAAHH9501

Date: 27th May 2021

Place: Delhi

Annexure A to the Independent Auditors’ Report

With reference to the Annexure A referred to in the Independent Auditors’ Reportto the members of the Company on the Standalone Ind AS Financial Statements for the yearended 31st March 2021 we report the following:

i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management at reasonableintervals and no material discrepancies have been noticed on physical verificationasconfirmed by the management. In our opinion this periodicity of physical verificationisreasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the title deeds of immovable properties areheld in the name of the company.

ii. The management has conducted physical verification of inventory at reasonableintervals during the year and no material discrepancies were noticed on such physicalverification.

iii. The Company has not granted any loans secured or unsecured to companies firmsLimited Liability

Partnerships and other parties mentioned in the register maintained under section 189of the Companies Act 2013. Since the company has not granted any loans provisions ofclause (iii) (a) to (iii) (c) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of Section 185 and 186 of the Act with respectto the loans and investments made securities and guarantees given.

v. The Company has not accepted any deposit from the public. Thus paragraph 3(v) ofthe Order is not applicable.

vi. The Central Government has not specified maintenance of cost records undersub-section (1) of Section 148 of the Act in respect of Company’s products.Accordingly the provisions of clause 3(vi) of the Order are not applicable.

vii. (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including income tax sales tax duty ofexcise service tax Goods and Service Tax duty of customs value added tax cess andother material statutory dues have been regularly deposited during the year by the Companywith the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of income tax sales tax service tax Goods and Service Tax duty ofcustoms value added tax cess and other material statutory dues were in arrears as at31st March 2021 for a period of more than six months from the date they became payable.

(b) According to the information and explanations and records of the company there areno material dues of provident fund employee state insurance income tax sales taxwealth tax service tax Goods and Services Tax duty of customs value added tax and cesswhich have not been deposited with the appropriate authorities on account of any dispute.

viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of loans or borrowings to banks. The Companydid not have any outstanding loans or borrowings from financial institutions or governmentand there are no dues to debenture holders during the year.

ix. In our opinion and according to the information and explanations given to us theCompany did not raise any money by way of initial public offer or further public offer(including debt instruments) during the year.

In our opinion the term loans were applied for the purposes for which the loans wereobtained.

x. According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during thecourse of our audit.

xi. According to the information and explanations given to us and based on ourexamination of the records of the company the company has paid/provided for managerialremuneration in accordance with requisite approvals mandated by the provisions of Section197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

xiv. According to the information and explanations given to us and based on ourexamination of the records the Company has made a preferential allotment of 310500Convertible warrants during the year in compliance with the requirement of Section 42 ofthe Act. Out of 310500 Convertible Warrants 250500 warrants have been converted intoequity shares of the company. The amount raised have been used for the purpose for whichfunds raised.

xv. According to the information and explanations given to us and based on ourexamination of the records f the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

xvi. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For Vinod Kumar & Associates

Chartered Accountants

FRN-002304N

Sd/-

Mukesh Dadhich

Partner

M.No. 511741

UDIN: 21511741AAAAHH9501

Date: 27th May 2021

Place: Delhi

Annexure B to the Independent Auditors’ Report

(Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements’ section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference to Standalone Ind ASFinancial Statements of GRM Overseas Limited ("the Company") as of 31st March2021 in conjunction with our audit of the Standalone Ind AS Financial Statements of theCompany for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internalfinancial controls based on the internal control with reference to Standalone Ind ASFinancial Statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") issued by the Instituteof Chartered Accountants of India ("ICAI"). These responsibilities include thedesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company’s policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under theAct.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financialcontrols with reference to Standalone Ind AS Financial Statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingissued by ICAI and deemed to be prescribed under Section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls withreference to Standalone Ind AS Financial Statements was established and maintained and ifsuch controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial control system with reference to Standalone Ind AS FinancialStatements and their operating effectiveness. Our audit of internal financial controlswith 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 and appropriate toprovide a basis for our audit opinion on the Company’s internal financial controlssystem with reference to Standalone Ind AS Financial Statements.

Meaning of Internal Financial Controls with reference to Standalone Ind AS FinancialStatements

A company’s internal financial control with reference to Standalone Ind ASFinancial Statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of Standalone Ind AS FinancialStatements for external purposes in accordance with generally accepted with reference toStandalone Ind AS Financial accounting principles. A company’s internal financialStatements includes those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of Standalone Ind AS Financial Statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company’s assets that could havea material effect on the Standalone Ind AS Financial Statements.

Inherent Limitations of Internal Financial Controls with reference to Standalone Ind ASFinancial Statements

Because of the inherent limitations of internal financial controls with reference toStandalone Ind AS Financial Statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to Standalone Ind AS Financial Statements to future periods aresubject to the risk that the internal financial control with reference to Standalone IndAS Financial Statements may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to Standalone Ind AS Financial Statements andsuch internal financial controls with reference to Standalone Ind AS Financial Statementswere operating effectively as at 31st March 2021 based on the internal control withreference to Standalone Ind AS Financial Statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Noteissued by the ICAI.

For Vinod Kumar & Associates

Chartered Accountants

FRN-002304N

Sd/-

Mukesh Dadhich

Partner

M.No. 511741

UDIN: 21511741AAAAHH9501

Date: 27th May 2021

Place: Delhi

.