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GRM Overseas Ltd.

BSE: 531449 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE192H01012
BSE 15:14 | 21 Sep 1050.00 -8.15
(-0.77%)
OPEN

1009.00

HIGH

1050.00

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NSE 05:30 | 01 Jan GRM Overseas Ltd
OPEN 1009.00
PREVIOUS CLOSE 1058.15
VOLUME 5559
52-Week high 1156.40
52-Week low 97.73
P/E 25.91
Mkt Cap.(Rs cr) 1,260
Buy Price 1049.00
Buy Qty 20.00
Sell Price 1049.90
Sell Qty 1.00
OPEN 1009.00
CLOSE 1058.15
VOLUME 5559
52-Week high 1156.40
52-Week low 97.73
P/E 25.91
Mkt Cap.(Rs cr) 1,260
Buy Price 1049.00
Buy Qty 20.00
Sell Price 1049.90
Sell Qty 1.00

GRM Overseas Ltd. (GRMOVERSEAS) - Director Report

Company director report

TO

THE MEMBERS

GRM OVERSES LIMITED

Your Directors have great pleasure in presenting their 26th Annual Report together withthe Audited Accounts of the Company for the Year ended March 312020.

(Amount in Lakh)

Standalone

Consolidated

Particular As at the end of current reporting period 31.03.2020 As at the end of previous reporting period 31.03.2019 As at the end of current reporting period 31.03.2020.

As at the end of previous reporting period 31.03.2019

Revenue from Operations 76651.82 107063.06 77715.26

110905.03

Other Income 1281.65 145.06 1281.90

45.06

Total Income 77933.47 107208.12 78997.16

111050.09

Operating Expenditure 71443.53 102896.47 72951.77

107442.30

Earnings before Interest Tax Depreciation and Amortization (EBITDA) 6489.94 4311.65 6045.39

3607.79

Depreciation and amortization Expenses 291.23 215.43 291.64

215.85

Finance Costs 1447.80 1584.68 1449.09

1598.69

Profit before Exceptional Items and Tax 4750.91 2511.54 4304.66

1793.25

Exceptional Items Nil Nil Nil

Nil

Tax expense Nil Nil Nil

Nil

Current Year 1197.61 894.37 1197.61

893.23

Deferred Tax Credit (62.93) (7.37) (62.93)

(7.37)

Mat Credit Entitlement
Profit After Tax (PAT) 3616.23 1624.54 3169.98

907.39

Other Comprehensive Income 1.11 Nil (32.03)

Nil

Total Comprehensive Income for the year 3617.34 1624.54 3137.95

907.39

Balance as per the last Financial Statements Appropriations 5481.57 4079.41 4781.93

4096.93

Dividends + Tax 222.39 222.38

222.39

222.38
Transfer to General Reserve Nil Nil

Nil

Nil
Prior period Items Nil Nil

Nil

Nil
Retained Earnings 8876.53 5481.57

7729.52

4781.93
EPS Basic 98.01 44.03

85.92

24.59
EPS Diluted 98.01 44.03

85.92

24.59

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:

Based on Company's performance in the current year the Board of Directors of theCompany has recommended a final dividend of Rs. 5 per equity share of face value of Rs.10/- each for the year ended March 312020. The same shall be paid subject to theapproval of shareholders in the ensuing Annual General Meeting of the Company.

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.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 312020 your Company has One subsidiary viz. GRM International HoldingsLtd. and one step down subsidiary viz. GRM Fine Foods Inc. There are no associate orJoint Venture companies within the meaning of Section 2(6) of the Companies Act 2013("Act"). Further there has been no material change in the nature of business ofthe subsidiaries during the financial year 2019-20

The Consolidated Financial Statements of your Company for the financial year 2019-20are prepared in compliance with applicable provisions of the Companies Act 2013 read withthe Rules issued thereunder applicable Indian Accounting Standards (Ind As) and theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as the "SEBI Listing Regulations"). The consolidatedfinancial statements have been prepared by consolidating audited financial statements ofyour Company and its subsidiaries as approved by the respective Board of Directors.Further pursuant to the proviso of sub section (3) of section 129 of the Companies Act2013 read with Companies (Accounts) Rules 2014 a separate statement containing thesalient features of the financial statements of Subsidiaries of the Company in theprescribed form AOC-1 is given in the Consolidated Financial Statements forming part ofthis Annual report as Annexure- 5.

Consolidated Turnover is 77715.26/- Lakh as compared to 110905.03/- Lakh in the sameperiod previous year. Consolidated Net Profit after Tax is 3169.98/- Lakh as compared to907.38/- Lakh in the previous year.

The financial statements of the subsidiary companies and related information areavailable for inspection by the members at the Registered Office of your Company duringbusiness hours on all days except Saturday Sunday and holiday upto the date of the AnnualGeneral Meeting (‘AGM') as required under Section 136 of the Companies Act 2013. Anymember desirous of obtaining a copy of the said financial statements may write to theCompany Secretary at the Registered Office / Corporate Office of your Company. Thefinancial statements including the consolidated financial statements financial statementsof subsidiaries and all other documents shall also be available on Company's websitewww.grmrice.com in downloadable format.

SHARE CAPITAL

The paid up equity capital as on March 312020 was Rs. 36895000/-.There has been nochange in the Equity Share Capital of the Company during the year. The Company has noother type of securities except equity shares forming part of paid up capital.

TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act 2013 and The InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 read with all relevant notifications as issued by the Ministry of Corporate Affairsfrom time to time and Amendment thereto all shares in respect of which dividend hasremained unpaid or unclaimed for a period of seven years have been transferred by theCompany within the stipulated due date to the Investor Education and Protection Fund(IEPF).

Your Company during the year 2019-20 has transferred a total amount aggregating toRs.347002/- as Unpaid Final Dividend for FY 2011-12 to the Investor Education andProtection Fund. This amount was lying unclaimed/ unpaid with the Company for a period ofseven years after Declaration of Dividend for the financial year 2011-12.

A list of shareholders along with their folio number or DP. ID. & Client ID. whohave not claimed their dividends for the last seven consecutive years i.e. 2012-13 to2018-19 and whose shares are therefore liable for transfer to the IEPF Demat account hasbeen displayed on the website of the Company at www.grmrice.com.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Board of Director at their Meeting held on 17th June 2020 decided to incorporate aWholly owned subsidiary company name GRM Foodkraft Private Limited and to invest initiallyTen Lakh Rupees in it. The Company was Incorporated on 07.07.2020.

SEGMENT REPORTING

Your company is engaged and focused on single activity of ‘Rice Sheller' toprovide better results and to be leader in its core activity.

BOARD OF DIRECTORS

As on March 312020 your Company's Board has a strength of 08 (Eight) Directorsincluding 2 (Two) Woman Director. The Chairman of the Board was a Non-Executive Director.The composition of the Board is as below:

Category Number of Directors % to Total Number of Directors
Executive Directors 2 25.00
Non Executive
Non Independent Director 2 25.00
Non-Executive Independent Directors 4 50.00

During the Period under review following Change taken place in Board of Director andKMP:

Sr. No. Name of Director and KMP Designation Date of Event Appointment/ Reappointment/ Cessation/Change in Designation
1. Mr. Pardeep Kumar Singal Non Executive Independent Director 14.08.2019 Resignation
2. Mrs. Mamta Garg Executive Director 14.08.2019 Appointment
30.09.2019 Regularisation-Reappointment
3 Mr. Gautam Gupta Non Executive Independent Director 14.08.2019 Appointment
30.09.2019 Regularisation-Reappointment
4 Mr. Vishnu Bhagwan Non Executive Independent Director 30.09.2019 Regularisation-Reappointment
5 Mr. Nipun Jain Non Executive Director 30.09.2019 Retire by Rotation-Reappointment
6 Mrs. Kiran Dua Non Executive Independent Director 30.09.2019 Reappointment for 02nd Term
7 Mr. Gaurav Kumar Company Secretary 02.07.2019 Resignation
8 Mr. Balveer Singh Company Secretary 23.09.2019 Appointment

AUDIT COMMITTEE

As on March 312020 the Audit Committee of GRM Overseas Limited comprises of following3 (Three) Members all are Non-Executive Independent Directors:

Name Designation
Mr. Raj Kumar Garg Chairman
Mr. Gautam Gupta Member
Ms. Kiran Dua Member

All the recommendation made by the Audit Committee was accepted by the Board ofDirectors. The Powers and role of the Audit Committee are included in report on CorporateGovernance forming part of this Annual Report.

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. Atul Garg Managing Director

(ii) Mr. Rattan Lal Mittal Chief Financial Officer

(v) Mr. Balveer Singh- Company Secretary (w.e.f. 23.09.2019)

DIRECTOR NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report andplaced on the website of company at www.grmrice.com.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2019-20 8 (Eight) Board meetings were held on April 302019; May 28 2019; August 14 2019 August 312019; September 23 2019; November 142019; February 14 2020; February 22 2020. For details thereof kindly refer to thesection ‘Board Meeting and Procedures - Details of Board Meetings held and attendedby the directors during the financial year 2019-20 in the report of Corporate Governanceforming part of this Annual Report.

STATEMENT ON ANNUAL EVALUATION OF THE BOARD COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has laid down the manner and criteria of evaluation of the Board of its ownCommittees and Individual Directors in which annual evaluation of the Board Committees ofthe Board and Individual Directors would be evaluated. The said criteria are aligned withthe SEBI circular dated 5th January 2017 on ‘Guidance Note on Board Evaluation'. Theevaluation includes various criteria including performance knowledge roles andresponsibilities etc.

The Board of Directors has evaluated its Committees Individual Directors (i.e.Executive and Non-executive Director) and the Board itself. After evaluation the Boardfound their performances upto the mark and satisfactory. The Nomination and RemunerationCommittee has also evaluated the individual performance of each Director and found itsatisfactory.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors confirm:

i) that in the preparation of the Annual Accounts for the year ended March 31 2020the applicable Indian Accounting standards (Ind AS) have been followed and that there areno material departures;

ii) that appropriate accounting policies have been selected and applied consistentlyand judgments and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs as at March 312020 and of the profit of theCompany for the Financial year ended on March 312020;

iii) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) that the annual accounts for the year ended March 312020 have been prepared on agoing concern basis;

v) that they had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

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

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY

All Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013read with SEBI Listing Regulations so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and SEBI ListingRegulations.

OPERATIONS PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY

A detailed review of operations and performance and future outlook of the Company isgiven separately under the head ‘Management Discussion & Analysis' pursuant toRegulation 34 read with Part B of Schedule V of SEBI Listing Regulations and the same isannexed and forms part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

A statement containing the details of the Remuneration of Directors and KMPs asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas part of this Report as Annexure 7.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act 2013 read with Rule12 of the Companies (Management and Administration) Rules 2014 an extract of the AnnualReturn in Form MGT-9 is attached as ‘Annexure 1' which forms part of this Report.

WEB ADDRESS FOR ANNUAL RETURN www.grmrice.com

AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS

Under Section 139 of the Companies Act 2013 and the Rules made thereunder it ismandatory to rotate the statutory auditors on completion of the maximum term permittedunder the provisions of Companies Act 2013. In line with the requirements of theCompanies Act 2013 M/s. Vinod Kumar & Associates. Chartered Accountants (FirmRegistration No. 002304N) was appointed as the statutory auditors of the Company to holdoffice for a period of Two consecutive years from the conclusion of the 25th AGM of theCompany held on September 30 2019 till the conclusion of the 27th AGM to be held in theyear 2021 at such remuneration as may be mutually agreed between the Board of Directors ofthe Company in consultation with statutory auditors.

The Company has also received a certificate from the Auditors to the effect interalia that their appointment if made would be within the limits laid down by the Act andthey are not disqualified for such appointment under the provisions of applicable laws.

The present Statutory Auditors- M/s Vinod Kumar & Associates. CharteredAccountants have submitted their Report on the Financial Statements of the Company forthe FY 2019-20 which forms part of the Annual Report 2019-20. The Notes on financialstatement referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments. The Auditors' Report does not contain any qualification reservation oradverse remark.

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of Companies Act 2013 read with rules framed thereunder either to the Company orto the Central Government.

ii) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s Devesh Arora & Associates Company Secretaries having their officeat 48/16 Back Side 2nd Floor Ashok Nagar New Delhi- 110018 to undertake theSecretarial Audit functions of the Company.

The Secretarial Audit Report submitted by M/s Devesh Arora & Associates in theprescribed form MR- 3 is attached as ‘Annexure 2' which forms part of thisReport. The Secretarial Auditors' Report does not contain any qualification reservationor adverse remark.

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.

CORPORATE GOVERNANCE

The Corporate Governance report which form an integral part of this Report are set outas separate Annexures together with the Certificate from the Practicing Company Secretaryregarding compliance with the requirements of Corporate Governance as stipulated inListing Obligation and Disclosure Requirements) 2015. (Annexure 8)

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The company has duly constituted CSR Committee which is responsible for fulfilling theCSR objectives of the company. Policy developed and implemented by the company oncorporate social responsibility initiatives is place on website of company atwww.grmrice.com.The Annual Report on CSR activities is annexed herewith as: Annexure 3

ENERGY CONSERVATION RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the details of activities in the nature of EnergyConservation Research and Development Technology Absorption and Foreign ExchangeEarnings and Outgo is attached as ‘Annexure 4' which forms part of thisReport.

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.

APPOINTMENT OF INTERNAL AUDITOR:

Pursuant to section 138 of companies act 2013 The Company has appointed CA Mohit Aryaas an Internal Auditor of the Company during the period under review. He placed theinternal audit report to the Company which is self explanatory and need no comments.

DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any deposits during the Financial Year2019-20 in terms of Chapter V of the Companies Act 2013. Further the Company is nothaving any Unpaid or Unclaimed Deposits at the end of the Financial Year.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Board of Directors of the Company has laid down a policy on prevention of sexualharassment at the workplace. A Complaint Committee has also been formed by the Board ofDirectors to look into the complaints received if any. During the year the Company didnot receive any complaint under the said policy.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

During the year under review there was no Change in Capital Structure and Listing ofShares. The Company's shares are listed and actively traded on the Bombay Stock Exchange.

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.

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 Regulation. 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.(AOC-2 Annexure 6)

DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to Regulation 22 of SEBI Listing Regulations your Company has established amechanism called Vigil Mechanism (Whistle Blower Policy)' for directors and employees toreport to the appropriate authorities of unethical behaviour actual or suspected fraudor violation of the Company's code of conduct or ethics policy and provides safeguardsagainst victimization of employees who avail the mechanism. The policy permits all thedirectors and employees to report their concerns directly to the Chairman of the AuditCommittee of the Company.

‘The Vigil Mechanism (Whistle Blower Policy)' as approved by the Board isuploaded on the Company's website.

MATERIAL ORDERS BY GOVERNING AUTHORITIES

There were no significant or material orders passed by any governing authority of theCompany including regulators courts or tribunals which could affect the going concernstatus and the Company's operations in future.

FINANCE

Cash and cash equivalents as at March 31 2020 was Rs.136.27 Lakh. The companycontinues to focus on judicious management of its working capital Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

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. Hukam Chand Garg 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 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 Nomination & Remuneration Committees. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.

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.

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.

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{‘SEBI (LODR) Regulations 2015} a detailed ‘Management Discussion and AnalysisReport' (MDA) is attached as a separate section forming part of the Annual Report. Moredetails on operations and a view on the outlook for the current year are also given in the‘Management Discussion and Analysis 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.

ACKNOWLEDGEMENT

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.
Sd/- Sd/-
Atul Garg Mamta Garg
Place: Panipat Managing Director Director
Date: 28.08.2020 DIN : 02380612 DIN : 05110727

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