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Directors Report of GRM Overseas Ltd.

Mar 31, 2023

The Directors take great pleasure in presenting 29th Annual Report of GRM Overseas Limited (the âCompanyâ) on business and operations, along with the Audited financial statements of Accounts for the financial year ended March 31,2023.

FINANCIAL SUMMARY

The Companyâs financial performance, for the year ended March 31st, 2023 is summarized below:

(Amount in Lakh)
PARTICULAR	STANDALONE		CONSOLIDATED
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Revenue from Operations	1,26,246.34	1,09,842.20	1,37,946.21	1,13,427.46
Other Income	1,184.03	3,696.35	1,275.50	3,708.59
Total Income	1,27,430.37	1,13,538.55	1,39,221.71	1,17,136.05
Operating Expenditure	1,17,686.54	1,01,346.85	1,28,120.70	1,04,159.55
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	9,743.83	12,191.69	11,101.01	12,976.49
Depreciation and amortization Expenses	367.80	302.45	378.63	313.29
Finance Costs	1,915.62	1,273.48	1,982.40	1,299.59
Profit before Exceptional Items and Tax	7,460.41	10,615.77	8,739.98	11,363.62
Exceptional Items	Nil	Nil	Nil	Nil
Tax expense	Nil	Nil	Nil	Nil
Current Year	2,109.80	2,730.65	2,459.61	2,908.64
Deferred Tax Credit	5.82	1.51	5.86	2.67
Mat Credit Entitlement	Nil	Nil	Nil	Nil
Profit After Tax (PAT)	5,356.43	7,883.62	6,286.23	8,452.31
Other Comprehensive Income	1.91	3.84	904.60	8.22
Total Comprehensive Income for the year	5,358.34	7,887.46	7,190.83	8,460.53
Dividends	270	1590	270	1590
Transfer to General Reserve	Nil	Nil	Nil	Nil
Prior Period Items	Nil	Nil	Nil	Nil
Retained Earnings	22954.08	17,865.01	24010.87	18,077.88
EPS Basic	8.93	13.17	10.45	14.01
EPS Diluted	8.93	13.17	10.45	14.01

Your Directors hereby inform you that in the current year the overall performance of the company is good as compare to the previous financial year. During the current year the Company would make all efforts to accelerate itsâ pace of growth and overall performance.

The revenue from operations ended at Rs. 1,26,246.34 lakhs compared to Rs.1,09,842.20 previous year which is substantial increase of 14.93% from the previous year and PAT of the current year stood at Rs. 5358.34 lakhs. Your Company continues to retain its customers and at the same time having new associations, which reflects the ongoing trust of our customers to whom we dedicate our daily work.

DIVIDEND

The Board of Directors in its meeting held on May 16, 2022 and August 17, 2022 had declared an interim dividend of Rs 0.25 (12.5%), per equity share of Face Value of Rs. 2 and Rs 0.20 (10%) per equity share of Face Value of Rs 2 respectively each for the financial year 2022-23. The total dividend payout for the just concluded year was Rs. 27 Cr. The Board of Directors of the Company had approved and adopted a Policy on Distribution of Dividend, as amended from time to time, to comply with Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ). The said Policy of the Company sets out the parameters and circumstances that will be taken into account by the Board in determining whether or not to distribute dividend to its shareholders, the quantum of profits and/ or retained profits earned by the Company to be distributed as dividend. The Policy is available on the website of the Company www.grmrice.com.

TRANSFER TO RESERVES

Your Company Proposes not to Transfer any amount to General Reserves for the financial year 2022-23. CHANGES IN THE NATURE OF BUSINESS, IF ANY

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

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2023 your Company has Two subsidiaries viz., GRM International Holdings Ltd. and GRM Foodkraft Private Limited and one step down subsidiary viz., GRM Fine Foods Inc. There are no associate or Joint Venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ). Further there has been no material change in the nature of business of the subsidiaries during the financial year 202223. The policy for determination of material subsidiary is available on Companyâs website www.grmrice.com. GRM Foodkraft Private Limited the unlisted material subsidiary has undergone Secretarial Audit by a practicing Company Secretary and their Secretarial Audit Report are available on the website of the Company.

The Consolidated Financial Statements of your Company for the financial year 2022-23 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, applicable Indian Accounting Standards (Ind As) and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the âSEBI Listing Regulationsâ). The consolidated financial statements have been prepared by consolidating audited financial statements of your 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 Act, 2013 read with Companies (Accounts) Rules, 2014 a separate statement containing the salient features of the financial statements of Subsidiaries of the Company in the prescribed form AOC-1 is given in the Consolidated Financial Statements, forming part of this Annual report as Annexure- 1.

Consolidated Turnover is Rs. 1,37,946.21 Lakhs as compared to 1,13,427.46/- Lakhs in the same period previous year. Consolidated Net Profit after Tax is stood at 6,286.23 lakh. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your

Company during business hours on all days except Saturday, Sunday and holiday with prior intimation upto the date of the Annual General Meeting (âAGMâ) as required under Section 136 of the Companies Act, 2013.

Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office / Corporate Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents shall also be available on Companyâs website www.grmrice.com in downloadable format.

SHARE CAPITAL

The paid up equity capital as on March 31,2023 is Rs. 12,00,00,000/- divided into 6,00,00,000 equity shares of Face Value of Rs. 2 each.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

During the year under review there has been no changes in capital structure. However, the Company entire share capital has also been listed on NSE on 7th September, 2022.

The Companyâs shares are now listed and actively traded on the Bombay Stock Exchange (BSE) and National Stock Exchange of India (NSE).

TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, read with all relevant notifications as issued by the Ministry of Corporate Affairs from time to time and Amendment thereto, all shares in respect of which dividend has remained unpaid or unclaimed and shares on which the for a period of seven years have been transferred by the Company, within the stipulated due date, to the Investor Education and Protection Fund (IEPF).

The company was not required to transfer any amount to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013 during the financial year 2022-23.

A Complete List of Shareholders along with folio no or DP ID & Client ID, who have not claimed their dividends and shares for the last seven consecutive years i.e 2015-16 to 2022-23 and whose shares are therefore liable for transfer to the IEPF demat account has been displayed on the website of the company at www.grmrice.com.

Dividend Due to be Transferred to transferred to the IEPF during the Financial Year 2024

The Company has not declared any dividend in the financial year 2015-16, so the company is not required to transfer any amount to IEPF during the financial year 2023-24.

Particulars	Date of Declaration	Date of Completion of seven years	Due Date for Transfer to IEPF	Amount as on 31st March, 2023
Financial Year 2015-16		No Dividend Declared
Financial Year 2016-17		No Dividend Declared
Final Dividend 2017-18	29th September, 2018	06th November, 2025	05th December, 2025	1,43,720
Final Dividend 2018-19	30th September, 2019	07th November, 2026	06th December, 2026	2,02,980
Final Dividend 2019-20	30th September, 2020	07th November, 2027	06th December, 2027	91268.97
Interim Dividend 2020-21	10th March, 2021	18th April, 2028	17th May, 2028	2,90,789
Interim Dividend 2021-22	12th August, 2021	20th September, 2028	19th October, 2028	143184.25
Interim Dividend 2021-22	27th October, 2021	05th December, 2028	04th January, 2029	1,57,438
Interim Dividend 2021-22	24th January, 2022	01st March, 2029	31st March, 2029	1,86,326

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

There have been no material changes and commitments affecting the affairs/financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

SEGMENT REPORTING

Your company is engaged and focused on single activity of âRice Shellerâ to provide better results and to be leader in its core activity.

BOARD OF DIRECTORS

As on March 31, 2023, your Companyâs Board has a strength of 8 (eight) Directors including 2 (Two) Woman Director. The Chairman of the Board was an Executive Director. The composition of the Board was 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

CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Period under review following Changes taken place in Board of Directors and KMP.

Sr. No.	Name of Director and KMP	Designation	Date of Event	Appointment/ Re-Appointment/Cessation/ Change in Designation
1	Jai Kishan Garg	Independent Director	09.06.2022	Cessation
2	Tarun Singh	Additional Cum Independent Director	05.08.2022 Appointment
3	Balveer Singh	Company Secretary and Compliance Officer	22.08.2022	Cessation
4	Manish Kumar	Company Secretary and Compliance Officer	23.08.2022 Appointment
5	Manish Kumar	Company Secretary and Compliance Officer	10.08.2023	Cessation
6	Sachin Narang	Company Secretary and Compliance Officer	11.08.2023	Appointment

AUDIT COMMITTEE

As on March 31, 2023, the Audit Committee of GRM Overseas Limited comprises of following 3 (Three) Members, all are Non-Executive Independent Directors:

Name of the members	Designation
Mr. Raj Kumar Garg	Chairman
Mr. Gautam Gupta	Member
Ms. Nidhi	Member

All the recommendations made by the Audit Committee were accepted by the Board of Directors. The Powers and role of the Audit Committee are included in report on Corporate Governance forming part of this Annual Report

KEY MANAGERIAL PERSONNEL

The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review and the date of this report:

(i) Mr. Atul Garg, Managing Director

(ii) Mr. Balveer Singh- Company Secretary (until 22.08.2022)

(iii) Mr. Manish Kumar - Company Secretary (w.e.f. 23.08.2022 and until 10.08.2023)

(iv) Mr. Sachin Narang- Company Secretary (w.e.f 11.08.2023)

DIRECTOR NOMINATION AND REMUNERATION COMMITTEE:

The Board has on the recommendation of the Nomination & Remuneration Committee (the âNRCâ) has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and placed on the website of company at www.grmrice.com.

As on March 31,2023, the Nomination and Remuneration Committee of GRM Overseas Limited comprises of following 3 (Three) Members, all are Non-Executive Independent Directors:

Name of the members	Designation
Mr. Raj Kumar Garg	Chairman
Mr. Gautam Gupta	Member
Ms. Nidhi	Member

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2022-23, 10 (Ten) Board meetings were held on as follows:

Sr. No.	Date of Board Meetings
1	16th May, 2022
2	24th June, 2022
3	05th August, 2022
4	10th August, 2022
5	17th August, 2022
6	22nd August, 2022
7	29th October, 2022
8	14th November, 2022
9	24th November, 2022
10	10th February, 2023

For details thereof kindly refer to the section âBoard Meeting and Procedures - Details of Board Meetings held and attended by the directors during the financial year 2022-23 in the report of Corporate Governance forming 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 own, Committees and Individual Directors in which annual evaluation of the Board, Committees of the Board and Individual Directors would be evaluated. The said criteria are aligned with the SEBI circular dated 5th January 2017 on âGuidance Note on Board Evaluationâ. The evaluation includes various criteria including performance, knowledge, roles and responsibilities 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 Board found their performances upto the mark and satisfactory. The Nomination and Remuneration Committee has also evaluated the individual performance of each Director and found it satisfactory.

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, the Directors confirm:

i) that in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable Indian Accounting standards (Ind AS) have been followed and that there are no material departures;

ii) that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31,2023 and of the profit of the Company for the Financial year ended on March 31, 2023;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts for the year ended March 31,2023 have been prepared on a going concern basis;

v) that they had laid down internal financial controls to be followed by the Company and 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 of all 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 they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with SEBI Listing Regulations, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

OPERATIONS, PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY

A detailed review of operations and performance and future outlook of the Company is given separately under the head âManagement Discussion & Analysisâ pursuant to Regulation 34 read with Part B of Schedule V of SEBI Listing Regulations, and the same is annexed 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 as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as part of this Report as Annexure-2.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, The Annual Return of your Company is available on its corporate website at https://www.grmrice.com.

AUDITORS AND AUDITORSâ REPORTi) STATUTORY AUDITORS

The Statutory Auditors- M/s Vinod Kumar & Associates., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2022-23, which forms part of the Annual Report 202223. The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments or explanations. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

ii) SECRETARIAL AUDITORS

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

The Secretarial Audit Report submitted by M/s Devesh Arora & Associates, in the prescribed form MR- 3 is attached as âAnnexure 3â which forms part of this Report.

The Secretarial Audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the company secretary in practice.CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company has duly constituted the CSR Committee, which is responsible for fulfilling the CSR objectives of the company. The Corporate Social Responsibility Committee (the âCSR Committeeâ) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (the âCSR Policyâ) indicating the activities to be undertaken by the Company, which has been approved by the Board. The Company has been actively participating in CSR activities and manages and supports various charitable and philanthropic work in the vicinity where it operates. The CSR policy of the company on corporate social responsibility initiatives is place on website of company at www.grmrice.com.The Annual Report on CSR activities is annexed herewith as Annexure 4 to this report.

ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of activities in the nature of Energy Conservation, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as Annexure 5 and forms integral part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal 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 of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any deposits during the Financial Year 2022-23 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not having 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 sexual harassment at the workplace. A Complaint Committee has also been formed by the Board of Directors to look into the complaints received, if any.

RISK MANAGEMENT POLICY

The Board of Directors of the Company in its meeting held on 12th August, 2021 adopted risk management policy in Accordance with regulation 17 and 21 of SEBI (Listing Obligations and Disclosure Requirement), 2015. The Risk Management Committee periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companyâs management systems, organizational structures, processes, standards, together form the Best Management System (BMS) that governs how the Company conducts the business and manages associated risks.

The Company has introduced several improvements such as Internal Controls Management and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by Internal Audit methodologies and processes.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Details related to Loans, Guarantee, and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.

RELATED PARTY TRANSACTIONS:

During the year under review, the Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all the related party transactions required prior approval of Audit Committee and Board of Directors of the Company. Prior approval of shareholders of the Company is also required for certain related party transactions as prescribed under Companies Act, 2013 and listing Regulations. The said policy is available at the company website i.e www.grmrice.com.

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large.(AOC-2 Annexure 6)

CORPORATE GOVERNANCE

The Corporate Governance report which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Listing Obligation and Disclosure Requirements) 2015. (Annexure -7)

DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to Regulation 22 of SEBI Listing Regulations, your Company has established a mechanism called Vigil Mechanism (Whistle Blower Policy)â for directors and employees to report to the appropriate authorities of unethical behaviour, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the directors and employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism (Whistle Blower Policy)â as approved by the Board, is uploaded on the Companyâs website.

MATERIAL ORDERS BY GOVERNING AUTHORITIES

There were no significant or material orders passed by any governing authority of the Company including regulators, courts or tribunals, which could affect the going concern status and the Companyâs operations in future.

FINANCE

Cash and cash equivalents as at March 31, 2023 was Rs.111.10 lakh. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

INDUSTRIAL RELATIONS

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and applicable provisions of the SEBI (LODR) Regulations, 2015 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

CODE OF CONDUCT

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with 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 view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34 read with Para B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {âSEBI (LODR) Regulations, 2015}, a detailed âManagement Discussion and Analysis Reportâ (MDA) is attached as a separate section forming part of the Annual Report. More details on operations and a view on the outlook for the current year are also given in the âManagement Discussion and Analysis Reportâ.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Report of your Company for the Financial Year 2022-23 forms part of this Annual Report as required under Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

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

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Board of Directors of the Company has laid down a policy on prevention of sexual harassment at the workplace.

A Complaint Committee has also been formed by the Board of Directors to look into the complaints received, if any.

The Company recognizes the âcorporate responsibility to respect human rightsâ, a complaint committee (CC) has been set up at all operations locations of the Company where employees can register their complaint against sexual harassment. The Company is committed to providing work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. This is supported by the Prevention of Sexual Harassment Policy which ensures a free and fair enquiry process with clear timelines for resolution in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment at all locations and adopted a policy on prevention of sexual harassment at workplace.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23.

No of complaints received : Nil

No of complaints disposed off : Nil

ACKNOWLEDGEMENT

The Board of Directors of the Company acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers, financial institutions, government and other agencies. Your Directors thank the customers, vendors and other business associates for their continued support in the companyâs growth.

Your Directors also wish to place on record their appreciation to the contribution made by the employees and workers of the Company, because of which, the Company has achieved impressive growth through the competence, hard work, solidarity and co-operation at all levels. The Board would like to place its sincere gratitude to its valued shareholders for their continued support to the Company and its trust and confidence on the Board of Directors.

Mar 31, 2018

BOARD REPORT

TO,

THE MEMBERS,

GRM OVERSES LIMITED

The Directors have great pleasure in presenting their 24thAnnual Report together with the Audited Accounts of the Company for the Year ended March 31, 2018.

	Standalone		Consolidated
Particular	As at the end of current reporting period	As at the end of previous reporting period	As at the end of current reporting period	As at the end of previous reporting period
Revenue from Operations	9,24,96,03,327.77	5,91,15,07,500.40	9,44,15,30,170.77	5,91,15,07,500.40
Other Income	Nil	5,000.00	7,15,464.00	5,000.00
Total Income	9,24,96,03,327.77	5,91,15,12,500.40	9,44,22,45,634.77	5,91,15,12,500.40
Operating Expenditure	8,90,09,98,032.31	5,70,90,00,683.76	9,09,15,38,493.31	5,70,93,45,442.76
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	34,86,05,295.46	20,25,11,816.64	35,07,07,141.46	20,21,67,057.64
Depreciation and Amortization Expenses	2,02,60,505.39	1,92,79,304.13	2,02,88,503.39	1,92,79,304.13
Finance Costs	14,73,84,780.33	9,85,18,312.62	14,75,51,767.33	9,82,14,449.62
Profit before Exceptional Items and Tax	18,09,60,009.74	8,47,14,199.89	18,28,66,870.24	8,46,73,303.89
Exceptional Items	Nil	Nil	Nil	Nil
Tax expense
Current Year	6,35,33,795.00	2,88,56,089.00	6,36,32,291.00	2,88,56,089.00
Deferred Tax Credit	6,71,942.00	(51,137.00)	6,87,902.00	(51,137.00)
Mat Credit Entitlement	Nil	Nil	Nil	Nil
Profit After Tax (PAT)	11,67,54,272.74	5,59,09,247.89	11,85,46,677.74	5,58,68,351.89
Other Comprehensive Income	Nil	Nil	Nil	Nil
Total Comprehensive Income for the year	11,67,54,272.74	5,59,09,247.89	11,85,46,677.74	5,58,68,351.89
Balance as per the last Financial Statements	40,79,40,782.23	29,11,86,509.49	40,96,92,291.23	29,11,45,613.49

Appropriations	2,16,70,648.00	Nil	2,16,70,648.00	Nil
1. Dividends Tax	Nil	Nil	Nil	Nil
2. Transfer to General	Nil	Nil	Nil	Nil
Reserve	Nil	Nil	Nil	Nil
3. Prior period Items
Retained Earnings	38,62,70,134.23	29,11,86,509.49	38,80,21,643.23	29,11,45,613.49
Earning per equity
share
1 Basic	31.65	15.15	32.13	15.14
2. Diluted	31.65	15.15	32.13	15.14

CURRENT YEAR WORKING:

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

DIVIDEND:

Based on Companyâs performance in the current year, the Board of Directors of the Company has recommended a final dividend of Rs. 5 per equity share of face value of Rs. 10/- each, for the year ended March 31, 2018. The same shall be paid subject to the approval 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 under review.

SUBSIDIARY COMPANYAND CONSOLIDATED FINANCIAL STATEMENTS

Your Company has One subsidiary viz., GRM International Holdings Ltd. There are no associate companies within the meaning of Section2(6) of the Companies Act, 2013 (âActâ). Further there has been no material change in the nature of business of the subsidiaries during the financial year 2017-18.

The Consolidated Financial Statements of your Company for the financial year 2017-18 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, applicable Indian Accounting Standards (Ind As) and the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 (hereinafter referred to as the âSEBI Listing Regulationsâ). The consolidated financial statements have been prepared by consolidating audited financial statements of your 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 Act, 2013 read with Companies (Accounts)Rules, 2014 a separate statement containing the salient features of the financial statements of Subsidiaries of the Company in the prescribed form AOC-1 is given in the Consolidated Financial Statements, forming part of this Annual report.

Consolidated Turnover is Rs, 9,44,15,30,170 Rupees as compared to Rs, 5,91,15,07,500 Rupees in the same period previous year. Consolidated Net Profit after Tax increase to Rs, 11,85,46,677 as compared to Rs, 5,58,68,351 in the previous year.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Sunday and holiday up to the date of the Annual General Meeting(âAGMâ) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office / Corporate Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents shall also be available on Companyâs website www.grmrice.com in downloadable format.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2018 was Rs. 3,68,95,000.There has been no change in the Equity Share Capital of the Company during the year. The Company has no other 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, Audit, Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting Transfer and Refund) Amendment Rules, 2017, read with all relevant notifications as issued by the Ministry of Corporate Affairs from time to time all shares in respect of which dividend has remained unpaid or unclaimed for a period of seven years have been transferred by the Company, within the stipulated due date, to the Investor Education and Protection Fund (IEPF).

Your Company during the year 2017-18 has transferred a total amount aggregating to '' 358008 as Unpaid Final Dividend for FY 2009-10 to the Investor Education and Protection Fund. This amount was lying unclaimed/ unpaid with the Company for a period of seven years after Declaration of Dividend for the financial year 2009-10.

A list of shareholders along with their folio number or DP. ID. & Client ID., who have not claimed their dividends for the last seven consecutive years i.e. 2010-11 to 2016-17 and whose shares are therefore liable for transfer to the IEPF Demat account, has been displayed on the website of the Company at www.grmrice.com.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relates and till the date of this Report.

SEGMENT REPORTING

Your company is engaged and focused on single activity of âRice Shellerâ to provide better results and to be leader in its core activity.

BOARD OF DIRECTORS

As on March 31, 2018, your Companyâs Board has a strength of 06 (Six) Directors including 1 (One) Woman Director. The Chairman of the Board is an Executive Director.

The composition of the Board is as below:

Category	Number of Directors	% to Total Number of Directors
Executive Directors	2	33.33
Non-Executive, Non Independent Director	1	16.67
Independent Non-Executive	3	50.00
Directors

Name	Designation
Mr.Chetan Kapoor	Chairman
Mr. Vikram Malik	Member
Ms. Kiran Dua	Member

AUDIT COMMITTEE

As on March 31, 2018, the Audit Committee of GRM Overseas Limited comprises of following 3 (Three) Members, all are Independent Non-Executive Directors:

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

KEY MANAGERIAL PERSONNEL:

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

(i) Mr. Rohit Garg, Managing Director

(ii) Mr. Atul Garg Joint Managing Director

(iii) Mr. Rattan Lal Mittal, Chief Financial Officer

(v) Mr .Sumit Bajaj- Company Secretary

REMUNERATION POLICY

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2017-18, 9 (Nine) Board meetings were held. For details thereof kindly refer to the section âBoard Meeting and Procedures - Details of Board Meetings held and attended by the directors during the financial year 2017-18, in the report of Corporate Governance forming part of this Annual Report.

STATEMENT ON ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, the Directors confirm:

i) that in the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable Indian Accounting standards (Ind AS) have been followed and that there are no material departures;

ii) that appropriate accounting policies have been selected and applied consistently and judgments and

estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2018 and of the profit of the Company for the Financial year ended March 31, 2018;

iv) that the annual accounts for the year ended March 31,2018 have been prepared on a going concern basis;

v) that they had laid down internal financial controls to be followed by the Company and 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 of all applicable law sand that such systems were adequate and operating effectively.

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

OPERATIONS, PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY

PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9 is attached as âAnnexure 1â which forms part of this Report.

AUDITORS AND AUDITORSâ REPORT i ) STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and rules framed their under the tenure of current auditors M/s Vishal Malhotra & Co., Chartered Accountants, (FRN-012750N) shall come to an end at the conclusion of forthcoming AGM.

Further, subject to the approval of shareholders of the Company in the ensuing annual general meeting M/s. Vinod Kumar & Associates., Chartered Accountants, (Firm Registration No. 002304N) was recommended for appointment by the Audit Committee and approved by the Board as Statutory Auditors of the Company to hold office from the conclusion of the 24th Annual General Meeting till the conclusion of 25th Annual General Meeting of the Company to be held in the year 2019, at such remuneration as may be mutually agreed between the Board of Directors of the 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 and they are not disqualified for such appointment under the provisions of applicable laws.

The present Statutory Auditors- M/s Vishal Malhotra & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2017-18, which forms part of the Annual Report 2017-18. The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

ii) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Devesh Arora & Associates, Company Secretaries, having their office at, WZ-466A Ground Floor Basai Darapur, New Delhi-110015 to undertake the Secretarial Audit functions of the Company.

The Secretarial Audit Report submitted by M/s Devesh Arora & Associates, in the prescribed form MR- 3 is attached as âAnnexure 2â which forms part of this Report. The Secretarial Auditorsâ Report does not contain any qualification, reservation or adverse remark.

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

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

CORPORATE GOVERNANCE

The Corporate Governance report which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Listing Obligation and Disclosure Requirements) 2015.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

The Annual Report on CSR activities is annexed herewith as: Annexure 3

ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Ms.Heena Aggarwal as an Internal Auditor of the Company. Ms. Heena Aggarwal,placed the internal 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 Year 2017-18 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not having any Unpaid or Unclaimed Deposits at the end of the Financial Year.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

During the year under review there was no Change in Capital Structure and Listing of Shares. The Companyâs 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 of section 186 of the Companies Act, 2013.The details of the investments made by company is given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS:

During the year under review, the Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all the related party transactions required prior approval of Audit Committee and Board of Directors of the Company. Prior approval of shareholders of the Company is also required for certain related 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.

DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

âThe Vigil Mechanism (Whistle Blower Policy)â as approved by the Board, is uploaded on the Companyâs website. MATERIAL ORDERS BY GOVERNING AUTHORITIES

FINANCE:

Cash and cash equivalents as at March 31, 2018 was Rs. 30,03,025 The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

INDUSTRIAL RELATIONS:

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

DIRECTORS:

In accordance with the Section 152 of the Companies Act, 2013 & Articles of Association of the Company, Mr. Hukam Chand Garg, Director of the Company, retire by rotation at the ensuing Annual General Meeting & being eligible offers herself for re-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 the SEBI (LODR) Regulations, 2015 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been 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 the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as âcode of business conductâ which forms an Appendix to the Code. The Code has been posted on the Companyâs website www.grmrice.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

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

PREVENTION OF INSIDER TRADING:

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

BUSINESS RISK MANAGEMENT:

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

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

PARTICULARS OF EMPLOYEES:

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

- The ratio of the remuneration of each director to the median employeeâs remuneration for the financial year and such other details as prescribed is as given below:

Name of Director	Ratio
Shr iAtulGarg- (Whole-Time-Director)	24.27
ShriRohit Garg- (Whole-Time-Director)	24.27

- The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:-

S.No.	Name	Designation	% Change
1.	Mr. Rohit Garg	Chairman & Managing Director	32.81
2.	Mr. Atul Garg	Whole-Time-Director	32.81
3.	Mr. Hukam Chand Garg	Director	Nil
4.	Mr. Sumit Bajaj	Company Secretary	NA
5.	Mr. Rattan Lal Mittal	Chief Financial Officer	Nil

- The number of permanent employees on the rolls of company:-87

- The explanation on the relationship between average increase in remuneration and company performance:-

	Year ended 2017	Year ended 2018	% increase
Employee benefit expenses	21,774,128	2,93,60,956.00	34.84
Sales	5,911,507,500.40	9,24,96,03,327.77	56.46
profit	55,909,247.89	11,67,54,272.74	108.82
EPS	15.15	31.65	108.91

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

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

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

- Affirmation that the remuneration is as per the remuneration policy of the company. YES

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34 read with Para B of Schedule Vof Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {âSEBI (LODR)Regulations, 2015â}, a detailed âManagement Discussion and Analysis Reportâ (MDA) is attached as a separate section forming part of the Annual Report. More details on operations and a view on the outlook for the current year are also given in the âManagement Discussion and Analysis Reportâ.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

ACKNOWLEDGMENTS:

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

For and on behalf of the Board of Directors

Delhi S/d-

August 14, 2018 Rohit Garg

DIN:00673304

Chairman & Managing Director

Mar 31, 2016

TO,

THE MEMBERS,

GRM OVERSES LIMITED

128, FIRST FLOOR, SHIVA MARKET

PITAMPURA, NORTH DELHI-110034

DELHI

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

(Rs. in lacs)

FINANCIAL RESULT		Current Year 2015-2016		Previous Year 2014-2015
Profit before Depreciation & Finance Charges Less: Finance Charges Depreciation	911.96 195.13	1,417.48 1,107.09	1404.89 211.61	2,404.88 1,616.50
Net Profit after Depreciation & Finance Charges Provision for Income Tax, Deferred Tax		310.39 105.27		788.38 331.49
APPROPRIATIONS
Transferred to Profit & Loss Account Provision for Dividend & Tax Thereon		205.12		456.89

CURRENT YEAR WORKING:

Your Directors hereby inform you that in the current year the overall performance of the company are stable as compare to the last financial year. During the current year the Company 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 to invest the profit into the operation of the Company. Hence, no dividend is recommended for the year ended 31st March, 2016.

SHARE CAPITAL:

The paid up equity capital as on march 31, 2016 was Rs. 3,68,95,000. During the year the 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 any right issue, preferential issue etc. thereafter.

FINANCE:

Cash and cash equivalents as at March 31, 2016 was Rs. 145,378,901.02 The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

During the Financial Year Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The company has duly constituted CSR Committee, which is responsible for fulfilling the CSR 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 rules made there under regarding Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo as required, are annexed as " Annexure D" and forms part of this report.

INDUSTRIAL RELATIONS:

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

DIRECTORS:

In accordance with the Section 152 of the Companies Act, 2013 & Articles of Association of the Company, Mr. Atul Garg, Whole-Time-Director of the Company, retire by rotation at the ensuing Annual General Meeting & being eligible offers himself for re-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 the SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

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 and held. The details of which are given in the Corporate Governance Report. The intervening gap 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 the Board 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 to state that:

I) In the preparation of the annual accounts, the applicable accounting standards have been followed.

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

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all 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 the transactions of the Company with its related parties. As per policy, all the related party transactions required prior approval of Audit Committee and Board of Directors of the Company. Prior approval of shareholders of the Company is also required for certain related 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 on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

CODE OF CONDUCT:

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

All the Board Members and the Senior Management personnel have confirmed compliance with 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 with instance of fraud and mismanagement, if any.

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

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

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

A high level Committee has been constituted which looks into the complaints raised. The Committee 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 view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

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

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

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

AUDITORS:

To re-appoint M/s Vishal Malhotra & Co., Chartered Accountants (FRN-012750N) as Statutory auditor of the company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting on such remuneration as may be fixed in this behalf by the Board of Directors of the Company. A certificate from the auditors have been received to the effect that their appointment, if made, would be within the 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 has appointed SAS & Associates, a firm of company Secretaries in practice to undertake the Secretarial 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 annexed herewith as " Annexure C". DECLARATION BY INDEPENDENT DIRECTORS:

The company at its Annual General Meeting held on 30th September, 2014 had appointed Mr. Vikram Malik, Mr. Chetan Kapoor and Mrs. Kiran Dua, as Independent Directors of the Company. They hold office for a period up to 31st March, 2019 and shall not be liable to retire by rotation. Further all the Independent directors have declared and affirmed their Compliance with the independence criteria as mention in section 149(6) of the Companies act, 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 Accountant, Panipat (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 year 2016-17 has already been paid to the stock exchanges.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Relevant regulation of the SEBI (Listing obligation and disclosure requirements) Regulation 2015 the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company. PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and rules 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''s remuneration for the financial year and such other details as prescribed is as given below:

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 Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:-

S.No. 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 financial year:- Nil

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

- The explanation on the relationship between average increase in remuneration and company performance:-

	Year ended 2015	Year ended 2016	% increase
Employee benefit expenses	1,43,96,156	18,139,103.00	25.99
Sales	5683740616.83	3,557,241,148.24	(37.40)
profit	45689266.10	20511875.11	(55.10)
EPS	12.38	5.56	6.82

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

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

- Affirmation that the remuneration is as per the remuneration policy of the company. YES

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015,

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.

- No of complaints received : 0

- No of complaints disposed off : 0

ACKNOWLEDGMENTS:

For and on behalf of the Board of Directors

S/d-

Place: Delhi H.C. GARG

August 30, 2016 Chairman & Managing Director

Mar 31, 2015

TO,

THE MEMBERS,

GRM OVERSES LIMITED

The Directors have great pleasure in presenting their 21st Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015.

(Rs. in lacs)

FINANCIAL RESULT Current Year Previous Year 2014-2015 2013-2014

Profit before Depreciation & Finance Charges 2,404.88 1,581.69

Less : Finance Charges 1,404.89 733.79

Depreciation 211.61 1,616.50 129.11 862.90

Net Profit after Depreciation & Finance Charges 788.38 718.79

Provision for Income Tax, Deferred Tax 331.49 236.05

APPROPRIATIONS

Transferred to Profit & Loss Account 456.89 396.41

Provision for Dividend & Tax Thereon - 86.33

CURRENT YEAR WORKING:

Your Directors hereby inform you that in the current year the overall performance of the company are stable as compare to the last financial year. During the current year the Company 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 to invest the profit into the operation of the Company. Hence, no dividend is recommended for the year ended 31st March, 2015.

SHARE CAPITAL:

The paid up equity capital as on march 31, 2015 was Rs. 3,68,95,000. During the year the 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 any right issue, preferential issue etc. thereafter.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs. 161.01 lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

During the Financial Year Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.The details of the investments made by company is given 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 and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal 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 of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with 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 the CSR 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 rules made thereunder regarding Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo as required, are annexed as " Annexure D" and forms part of this report.

INDUSTRIAL RELATIONS:

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

DIRECTORS:

In accordance with the Section 152 of the Companies Act, 2013 & Articles of Association of the Company, Mr. Rohit Garg, Whole-Time-Director of the Company, retire by rotation at the ensuing Annual General Meeting & being eligible offers himself for re-appointment and the Board of Directors recommends for his re-appointment. Apart from the above Shri Praveen Kumar resigned from the directorships of the Company with effect from 19th August, 2014.

The Board has placed on record its appreciation of the contribution made by Parveen Kumar during his tenure as Directors of the Company.

Mrs. Kiran Dua has been appointed as an additional Director (Independent Women Director) with effect from 20th August, 2014 and subsequently appointed as a Independent Women Director at the Annual General Meeting held on 30.09.2014

Mr. Vikram Malik and Mr. Chetan Kapoor have been Appointed as Independent Directors to hold office for five consecutive years.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. 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 Nine Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap 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 the Board of Directors during the year under review:

(i) Mr. Hukam Chand Garg, Managing Director

(ii) Mr Atul 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 to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

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

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all 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 the transactions of the Company with its related parties. As per policy, all the related party transactions required prior approval of Audit Committee and Board of Directors of the Company. Prior approval of shareholders of the Company is also required for certain related 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 on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest 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 the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.grmrice.com.

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

All the Board Members and the Senior Management personnel have confirmed compliance with 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 with instance of fraud and mismanagement, if any.

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

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

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

A high level Committee has been constituted which looks into the complaints raised. The Committee 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 view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

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

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

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

AUDITORS:

To appoint M/s Shashi Chadha & Co., Chartered Accountants (FRN-015666N) as Statutory auditor of the company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting on such remuneration as may be fixed in this behalf by the Board of Directors of the Company. A certificate from the auditors have been received to the effect that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013. During the year M/s PVS & Co., Chartered accountants, statutory auditor of the company have shown their unwillingness to be re-appointed, as statutory auditors of the Company due to its pre-occupation.

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 has appointed SAS & Associates, a firm of company Secretaries in practice to undertake the Secretarial 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 annexed herewith as " Annexure C".

DECLARATION BY INDEPENDENT DIRECTORS:

The company at its Annual General Meeting held on 30th September, 2014 had appointed Mr. Vikram Malik, Mr. Chetan Kapoor and Mrs. Kiran Dua, as Independent Directors of the Company. They hold office for a period up to 31st March, 2019 and shall not be liable to retire by rotation. Further all the Independent directors have declared and affirmed their Compliance with the independence criteria as mention in section 149(6) of the Companies act, 2013 and Clause 49 of the listing agreement in respect of their position as Independent Directors of the company.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed M/S Vishal Malhotra & Co., Charatered Accountants as a Internal Auditor of the Company. M/S Vishal Malhotra & Co., Charatered Accountants, placed the internal audit report to the Company which is self explanatory and need no comments.

LISTING OF SHARES:

The shares of the Company are listed on BSE Limited (BSE). The listing fee for the year 2015Â16 has already been paid to the stock exchanges.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and rules 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's remuneration for the financial year and such other details as prescribed is as given below:

Name of Director Ratio

Shri Hukam Cand Garg- (Chairman & Managing Director) 22.02

Shri Atul Garg- (Whole-Time-Director) 17.42

Shri Rohit Garg- (Whole-Time-Director) 25.16

- the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:--

Name of Director Designation % Change

Mr. Hukam Cand Garg- Chairman & Managing Director 42.18

Mr. Atul Garg- Whole-Time-Director 62.50

Mr.Rohit Garg- Whole-Time-Director NA

Mr. Vijay Kumar Dwivedi Company Secretary NA

Mr. Rattan Lal Mittal Chief financial Officer NA

- the percentage increase in the median remuneration of employees in the financial year:- Nil

- the number of permanent employees on the rolls of company:-108

- the explanation on the relationship between average increase in remuneration and company performance:-

Particulars Year ended 2014 Year ended 2015 % increase

Employee benefit expenses 67,54,617 1,43,96,156 113.13

Sales 4216916892.72 5683740616.83 34.78

Net Profit 48274067.69 45689266.10 (5.35)

EPS 13.08 12.38 (5.35)

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

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

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

- Affirmation that the remuneration is as per the remuneration policy of the company. YES

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

- No of complaints received:0

- No of complaints disposed off :0

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff 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 27, 2015 Chairman & Managing Director

DIN: 00673276

Mar 31, 2014

TO THE MEMBERS

The Directors have great pleasure in presenting the 20th Annual Report of the Company along with the Audited Accounts for the year ended 31st March 2014

(Rs. in lacs)

FINANCIAL RESULTS Current Year Previous Year 2013-14 2012-2013

Profit before Depreciation & Finance Charges 1,581.69 1,217.38

Less : Finance Charges 733.79 681.17

Depreciation 129.11 862.90 123.11 804.28

Net Profit after Depreciation & Finance Charges 718.79 413.10

Provision for Income Tax, Deferred Tax 236.05 134.80

APPROPRIATIONS

Transferred to Profit & Loss Account 396.41 191.97

Provision for Dividend & Tax Thereon 86.33 86.33

DIVIDEND

Your Directors'' are pleased to recommend Dividend @20%(i.e. Rs.2/- per Equity Share), for the financial year ended on 31st March 2014(Previous Year Rs.2/-per Equity share), to all those shareholders whose name appears in the register of members of the Company as on Record Date fixed in this regard.

CURRENT YEAR WORKING

Your Directors hereby inform you that in the current year the overall performance of the company has been improved significantly due to higher Sales realization. During the current year the Company would make all efforts to accelerate its'' pace of growth and overall performance.

DISCLOSURE UNDER CLAUSE 49 OF THE LISTING AGREEMNT

The Equity Shares of the company are listed at the Bombay Stock Exchange Ltd.(BSE). The Annual Listing Fees has already been paid to BSE.

DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 2013, Mr. Atul Garg, Director of the Company, retire by rotation at the ensuing Annual General Meeting & being eligible offers himself for re-appointment and the Board recommends their respective re-appointment.

Apart from the above Mr. Hukum Chand Garg has been re-appointed by the Board as Chairman cum Managing Director for a period of 5 years with effect from 1st January, 2015 subject to the approval of the Shareholders on the terms and conditions Contained in the Agreement.

Shri Praveen Kumar resigned from the directorships of the Company with effect from 19th August, 2014. The Board has placed on record its appreciation of the contribution made by Praveen Kumar during his tenure as Directors of the Company. Mrs. Kiran Dua has been appointed as Additional Director with effect from 20th August, 2014 to hold office as Additional Director upto the date of ensuing Annual General Meeting of the Company and subject to approval of the Shareholders in the ensuing Annual General Meeting, is proposed for appointment as Independent Director.

Mr. Vikram Malik and Mr. Chetan Kapoor have been Appointed as Independent Directors to hold office for five consecutive years.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. all the applicable accounting standards have been followed in the preparation of the accompanying accounts and that there are no material departures;

2. they have selected such accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year on March 31, 2014 and of the Profit of the Company for t h e s a i d period;

3. they have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. they have prepared the Annual Accounts on a going concern basis.

AUDITORS

The Auditors M/s PVS & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Board of Directors recommends their re- appointment.

PUBLIC DEPOSITS

During the period under review, your company has not accepted any Fixed Deposit from the Public within the meaning of section 58A of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

The Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is annexed hereto and forms part of this Report.

COST AUDITORS

The Company has appointed M/s Bhavna Jaiswal & Associates, Cost Accountants under Rule 5 of the Companies (Cost Accounting Records) Rules, 2011 for giving its Compliance Report as prescribed under Clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 and the said Report has already been filed in the prescribed form with the relevant authorities. The Cost Audit Report for the Financial Year 2013-14 shall be filed by the Cost Auditors, M/s Bhavna Jaiswal & Associates in due course.

PARTICULARS OF EMPLOYEES

None of the employees of your company is covered under section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 as amended.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, is annexed and forms part of this report.

MANAGEMENT DISCUSSION ANALYSIS & CORPORATE GOVERNANCE REPORT

In terms of the Listing Agreement, Separate detailed chapters on Management Discussion and Analysis Report and a report on Corporate Governance along with the Auditor''s Certificate are annexed and forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the assistance received from the Company''s Banker viz; State Bank of India and Union Bank of India for their continuous co-operation & support. Your Directors are pleased to place on record their deep appreciation, for the co- operation & support received from its valued customers, foreign buyers and also the hard, sincere and devoted efforts being made by executives, staff and workers at all levels of the company.

By order of the Board Date: 30-08-2014 GRM Overseas Limited

Place: New Delhi

Sd/- H.C.GARG Chairman cum Managing Director

Mar 31, 2010

The Directors have great pleasure in presenting the 16th Annual Report of the Company along with the Audited Accounts for the year ended 31st March 2010.

(Rs. /Lacs)

CURRENT YEAR PREVIOUS YEAR

FINANCIAL RESULTS (2009-2010) (2008-2009)

Profit before Depreciation & Finance Charges 1,013.09 896.94

Less : Finance Charges 345.06 334.93

Depreciation 105.80 450.86 58.14 393.0

Net Profit after Depreciation & Finance Charges 562.23 503.87

Provision for Income Tax, Deferred Tax and Dividend Tax 207.04 189.73

APPROPRIATIONS

Transferred to Profit & Loss Account 281.39 240.35

Provision for Dividend 73.79 73.79

DIVIDEND

Your Directors are pleased to recommend Dividend @20% (i.e. Rs.2/- per Equity Share) for the financial year ended on 31st March 2010, to all those shareholders whose name appears in the register of members of the Company as on Record Date fixed in this regard.

CURRENT YEAR WORKING

Your Directors hereby inform you that in the current year the overall performance of the company has been improved substantially and in the current year also all efforts shall be made to further accelerate its pace of growth and overall performance.

DISCLOSURE UNDER CLAUSE 49 OF THE LISTING AGREEMNT

The Equity Shares of the company are listed at the Bombay Stock Exchange Ltd.(BSE). The Annual Listing Fees has already been paid to BSE.

DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, Mr. Rohit Garg, Director of the Company, retire by rotation at the ensuing Annual General Meeting & being eligible offers himself for re-appointment and the Board recommends his re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. all the applicable accounting standards have been followed in the preparation of the accompanying accounts and that there are no material departures;

2. they have selected such accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year on March 31, 2010 and of the Profit of the Company for the said period;

3. they have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. they have prepared the Annual Accounts on a going concern basis.

AUDITORS

The Auditors M/S SHASHI CHADHA & CO., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

PUBLIC DEPOSITS

During the period under review, your company has not accepted any Fixed Deposit from the Public within the meaning of section 58(A) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

The Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is annexed hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES

None of the employees of your company is covered under section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 as amended.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, is annexed and forms part of this report.

MANAGEMENT DISCUSSION ANALYSIS & CORPORATE GOVERNANCE REPORT

In terms of the Listing Agreement, Separate detailed chapters on Management Discussion and Analysis Report and a report on Corporate Governance along with the Auditors Certificate are annexed and forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the assistance received from the Companys Banker viz; State Bank of India for its continuous co-operation & support. Your Directors are pleased to place on record their deep appreciation, for the co- operation & support received from its valued customers, foreign buyers and also the hard, sincere and devoted efforts being made by executives, staff and workers at all levels of the company.

By Order of the Board

H. C. GARG Chairman cum Managing Director

Place : New Delhi Date : August 9, 2010

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