DEAR MEMBERS,
GRM OVERSEAS LIMITED
Your Directors take great pleasure in presenting 28th Annual Report of
GRM Overseas Limited (the "Company") on business and operations, along with the
Audited financial statements of Accounts for the financial year ended March 31,2022.
FINANCIAL SUMMARY
The Company?s financial performance, for the year ended March
31st, 2022 is summarized below:
| PARTICULAR |
STANDALONE |
|
CONSOLIDATED |
|
|
31.03.2022 |
31.03.2021 |
31.03.2022 |
31.03.2021 |
| Revenue from Operations |
1,09,842.20 |
77,808.42 |
1,13,427.46 |
79,937.35 |
| Other Income |
3,696.35 |
541.46 |
3,708.59 |
644.59 |
| Total Income |
1,13,538.55 |
78,349.88 |
1,17,136.05 |
80,581.94 |
| Operating Expenditure |
1,01,346.85 |
71,989.10 |
1,04,159.55 |
7,32,43.81 |
| Earnings before Interest, Tax, Depreciation and Amortization
(EBITDA) |
12,191.69 |
6,360.78 |
12,976.49 |
7,338.30 |
| Depreciation and amortization Expenses |
302.45 |
281.21 |
313.29 |
282.54 |
| Finance Costs |
1,273.48 |
1,164.20 |
1,299.59 |
1,170.62 |
| Profit before Exceptional Items and Tax |
10,615.77 |
4915.37 |
11,363.62 |
5,884.96 |
| Exceptional Items |
Nil |
Nil |
Nil |
Nil |
| Tax expense |
Nil |
Nil |
Nil |
Nil |
| Current Year |
2,730.65 |
1,249.53 |
2,908.64 |
1,340.05 |
| Deferred Tax Credit |
1.51 |
3.11 |
2.67 |
3.10 |
| Mat Credit Entitlement |
|
|
|
|
| Profit After Tax (PAT) |
7,883.62 |
3,662.73 |
8,452.31 |
4,541.82 |
| Other Comprehensive Income |
3.84 |
2.70 |
8.22 |
(127.73) |
| Total Comprehensive Income for the year |
7,887.46 |
3,665.44 |
8,460.53 |
4,414.09 |
| Balance as per the last Financial Statements |
11,568.89 |
8,875.42 |
11,282.60 |
7,729.52 |
| Appropriations |
|
|
|
|
| Dividends + Tax |
1590 |
972.48 |
1590 |
972.48 |
| Transfer to General Reserve |
Nil |
Nil |
Nil |
Nil |
| Prior period Items |
Nil |
Nil |
Nil |
Nil |
| Retained Earnings |
17,865.01 |
11,568.89 |
18,077.88 |
11,282.60 |
| EPS Basic |
13.17 |
98.32 |
14.01 |
121.92 |
| EPS Diluted |
13.17 |
98.32 |
14.01 |
121.92 |
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 its? pace of growth and
overall performance.
The revenue from operations ended at Rs. 1,09,842 lakhs compared to Rs.
77,808 lakhs previous year which is substantial increase of 41% from the previous year and
PAT of the current year stood at Rs. 7,884 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 in its meeting held on August 12, 2021, October 27, 2021 and
January 24, 2022 had declared an interim dividend of Rs. 3.25(32.5%), per equity share of
Rs. 10 each, Rs. 5 (50%), Per equity Share of Rs. 10 each, Rs. 1 (50%) per equity share of
Rs. 2 each for the financial year 2021-22. The total dividend payout for the just
concluded year was Rs. 15.90 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 (‘Listing Regulations?). 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
https://www.grmrice.com.
TRANSFER TO RESERVES
Your Company Proposes not to Transfer any amount to General Reserves
for the Financial year 2021-22. 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, 2022 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 ("Act"). Further there has
been no material change in the nature of business of the subsidiaries during the financial
year 2021-22. The policy for determination of material subsidiary is available on
Company?s website www.grmrice.com .GRM Foodkraft Private Limited the unlisted
material subsidiary have 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 2021-22 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 "SEBI Listing Regulations").
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 1,13,427.46/- lakh as compared to 79,976.30/-
lakh in the same period previous year. Consolidated Net Profit after Tax is 8,452.31/-
lakh as compared to 4,541.84/- lakh 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 Saturday, Sunday and holiday with prior
intimation upto the date of the Annual General Meeting (‘AGM?) 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
Company?s website www.grmrice.com in downloadable format.
SHARE CAPITAL:
The paid up equity capital as on March 31,2022 was Rs. 12,00,00,000/-
divided into 60000000 equity shares of Rs. 2 each. During the year under review 60000
Warrants were converted into Equity Shares and Paid up Share capital stands increased from
Rs. 3,94,00,000 to Rs. 4,00,00,000. Further, Company had issued and allotted 8000000 bonus
Share of Rs. 10 each to the shareholders during the period under review and Paid up
Capital stands increased to 12,00,00,000 divided into 12000000 Equity Shares of Rs. 10
each. Furthermore, Company had approved split of Shares from face value of Rs. 10 each to
Face value of Rs. 2 each. Consequently the Share capital of Company as on March 31, 2022
stands to Rs. 12,00,00,000 divided into 60000000 Equity Share of Rs. 2 each.
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 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).
• TRANSFER OF UNCLAIMED DIVIDEND TO IEPF
Your Company during the year 2021-22 has transferred a total amount
aggregating to Rs.3,69,448/- as Unpaid Final Dividend for FY 2013-14 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 2013-14.
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.
2014-15- to 2021-22 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.
• TRANSFER OF SHARE TO IEPF
As required under Section 124 of the Companies Act, 2013, 25500 Equity
Shares of Rs. 2 each, in respect of which dividend has not been claimed by the members for
seven consecutive years or more, have been transferred by your Company to the Investor
Education and Protection Fund Authority (IEPF) during the financial year 2021-22. Details
of shares transferred are available on the website of IEPF as well as your Company.
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 ‘Rice
Sheller? to provide better results and to be leader in its core activity.
BOARD OF DIRECTORS
As on March 31,2022, your Company?s Board has a strength of 08
(Eight) Directors including 2 (Two) Woman Director. The Chairman of the Board was a
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 |
During the Period under review following Changes taken place in Board
of Director and KMP.
| Sr. No. Name of Director and KMP |
Designation |
Date of Event |
Appointment/ Re-Appointment/Cessation/
Change in Designation |
| 1 Vishnu Bhagwan |
Independent Director |
13.04.2021 |
Cessation |
| 2 Nidhi |
Independent Director |
12.08.2021 |
Appointment |
| 3 Jai Kishan Garg |
Independent Director |
28.09.2021 |
Appointment |
| 4 Kiran Dua |
Independent Director |
28.09.2021 |
Cessation |
| 5 Vedant Garg |
CFO |
28.09.2021 |
Appointment |
| 6 Rattan Lal Mittal |
CFO |
28.09.2021 |
Cessation |
| 7 Jai Kishan Garg |
Independent Director |
09.06.2022 |
Cessation |
| 8 Tarun Singh |
Additional Cum Independent Director |
05.08.2022 Appointment |
|
| 9 Balveer Singh |
Company Secretary and Compliance Officer |
22.08.2022 |
Cessation |
| 10 Manish Kumar |
Company Secretary and Compliance Officer |
23.08.2022 Appointment |
|
AUDIT COMMITTEE
As on March 31, 2022, the Audit Committee of GRM Overseas Limited
comprises of following 3 (Three) Members, all are Non-Executive Independent Directors:
| Name |
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. Rattan Lal Mittal, Chief Financial Officer(until 28.09.2021)
(iii) Mr. Vedant Garg - Chief Financial Officer (w.e.f. 29.09.2021)
(iv) Mr. Balveer Singh- Company Secretary (until 22.08.2022)
(v) Mr. Manish Kumar - Company Secretary (w.e.f. 23.08.2022)
DIRECTOR NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination &
Remuneration Committee (the ‘NRC") 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.
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2021-22, 13 (Thirteen) Board meetings were
held on as follows:
| Sr. No. |
Date of Board Meetings |
| 1 |
May 27, 2021 |
| 2 |
July 03, 2021 |
| 3 |
July 09, 2021 |
| 4 |
July 17, 2021 |
| 5 |
August 12, 2021 |
| 6 |
September 01, 2021 |
| 7 |
September 23, 2021 |
| 8 |
October 27, 2021 |
| 9 |
December 21, 2021 |
| 10 |
December 27, 2021 |
| 11 |
January 14, 2022 |
| 12 |
January 24, 2022 |
| 13 |
March 30, 2022 |
For details thereof kindly refer to the section ‘Board Meeting and
Procedures - Details of Board Meetings held and attended by the directors during the
financial year 2021-22, 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 ‘Guidance Note
on Board Evaluation?. 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.
<
p >DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Companies Act,
2013, with respect to Directors? Responsibility Statement, the Directors confirm:
i. that in the preparation of the Annual Accounts for the year ended
March 31, 2022, 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 31,2022 and of the
profit of the Company for the Financial year ended on March 31, 2022;
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 31,2022 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 ‘Management Discussion &
Analysis? 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 AUDITORS? REPORT
i) STATUTORY AUDITORS
At the 27th Annual General Meeting (AGM) of the Company held on
September 28, 2021, the members of the Company had appointed M/s. Vinod Kumar &
Associates, Chartered Accountants (Firm Registration No. 002304N), to hold office as
Statutory Auditors for a period of two consecutive years till the conclusion of the 29th
Annual General Meeting.
The present Statutory Auditors- M/s Vinod Kumar & Associates.,
Chartered Accountants, have submitted their Report on the Financial Statements of the
Company for the FY 2021-22, which forms part of the Annual Report 2021-22. The Notes on
financial statement referred to in the Auditors? Report are self-explanatory and do
not call for any further comments or explanations. The Auditors? 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.
There is no qualification, reservation or adverse remark or disclaimer
made by the auditor in his report.
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 ‘Annexure 3? which forms
part of this Report. The observations given by the Secretarial Auditors in its Secretarial
Audit Report along with explanation to the same is as below:
The Company has filed form FC-GPR for the Bonus Shares alloted to
non-resident shareholders by the Company in compliance with Notification No. FEMA. 94
/2003-RB. However, the same has not been taken on record by the RBI and the Company is in
process of resubmission of the same.
The Company is taking all necessary steps to comply with the
observations of the Secretarial Auditors as mentioned in the Secretarial Audit Report.
There is no other qualification, reservation or adverse remark or
disclaimer made by the company secretary in practice in his secretarial audit report.
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 "CSR Committee") has formulated and recommended to
the Board, a Corporate Social Responsibility Policy (the "CSR Policy")
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 placed 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.
APPOINTMENT OF INTERNAL AUDITOR
Pursuant to section 138 of Companies Act, 2013 The Company has
appointed CA Mohit Arya, as an Internal Auditor of the Company during the period under
review. He 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 2021-22 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.
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
Company?s 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.
CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES
During the year under review following Changes have taken place in
capital structure:
1. Issued and Allotted 60000 Equity Share of Rs. 10 each upon
conversion of convertible warrants in Board Meeting held on 27.05.2021
2. Issued and allotted 8000000 bonus Shares of Rs. 10 each approved by
members through postal ballot conduced on 02.07.2021 and Meeting of Board of Directors
held on 17.07.2022.
3. Subdivision of Shares of face value Rs. 10 each into Face value of
Rs. 2 each approved by members through postal ballot conducted on 25.10.2021.
Listing and Trading Approval was also obtained by the company as per
the provisions of Law. The Company?s shares are listed and actively traded on the
Bombay Stock Exchange.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has given guarantees of Rs. 15 Cr. to its subsidiary GRM
Foodkraft Private Limited during the period under review covered under the provisions of
section 186 of the Companies Act, 2013.The details of the Guarantee given, and 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
Regulation . The said policy is available at the company website viz. http/wwwgrmrice.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. (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 SEBI (Listing Obligation and Disclosure Requirements)
Regulations 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)? for directors
and employees to report to the appropriate authorities of unethical behaviour, actual or
suspected, fraud or violation of the Company?s 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)? as approved by
the Board, is uploaded on the Company?s 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 Company?s operations in future.
FINANCE
Cash and cash equivalents as at March 31, 2022 was Rs.324.54 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.
DIRECTORS
In accordance with the Section 152 of the Companies Act, 2013 &
Articles of Association of the Company, Mr. Nipun Jain, 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 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 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 Conduct for Board Member and Senior Management" 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 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
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.
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 {‘SEBI (LODR) Regulations, 2015}, a detailed ‘Management
Discussion and Analysis Report? (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 ‘Management Discussion and
Analysis Report?.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report of your Company for the Financial
Year 2021-22 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 ‘corporate responsibility to respect
human rights?, 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 2021-22.
| No of complaints received |
: Nil |
| No of complaints disposed off |
: Nil |
ACKNOWLEDGEMENTS
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 company?s 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.
| FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|
| Sd/- |
Sd/- |
| Atul Garg |
Mamta Garg |
| Managing Director & Chairperson |
Director |
| DIN :02380612 |
DIN : 05110727 |
| Place : Panipat |
|
| Date: 22.08.2022 |
|
| Registered Office: |
|
| T (+91) 011-47330330 |
|
| E investor.relations@grmrice.com |
|
| CIN L74899DL1995PLC064007 |
|
| W www.grmrice.com |
|
+91-9892691696
