Directors Report of GRM Overseas Ltd.

Mar 31, 2025

Your Directors take great pleasure in presenting 31st 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 31,2025.

FINANCIAL SUMMARY

The Company’s financial performance, for the year ended March 31st, 2025 is summarized below:

(Amount in Lakh)

PARTICULAR	STANDALONE		CONSOLIDATED
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations	91,314.68	1,18,582.93	1,34,819.28	1,31,244.18
Other Income	2,532.73	3,221.54	2,600.48	3,252.96
Total Income	93,847.41	1,21,804.47	1,37,419.76	1,34,497.15
Operating Expenditure	84,792.26	1,12,667.09	1,26,859.29	1,24,024.73
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	9,055.15	9,137.38	10,560.47	10,472.42
Depreciation and amortization Expenses	297.20	354.16	310.59	366.84
Finance Costs	1,769.44	2,047.50	1,775.71	2,059.81
Profit before Exceptional Items and Tax	6,988.51	6,735.72	8,474.17	8045.77
Exceptional Items	Nil	Nil	Nil	Nil
Tax expense	1,888.29	1,596.90	2,350.54	1,973.87
Profit After Tax (PAT)	5,100.22	5,138.82	6,123.63	6,071.90
Other Comprehensive Income	(1.12)	11.65	(47.77)	(363.94)
Total Comprehensive Income for the year	5,099.10	5,150.46	6,075.86	5,707.96
Dividends	Nil	Nil	Nil	Nil
Transfer to General Reserve	Nil	Nil	Nil	Nil
EPS Basic	8.50	8.56	10.21	9.96
EPS Diluted	7.38	8.56	8.87	9.96

STATE OF COMPANY AFFAIRS, OPERATIONS AND FUTURE OUTLOOK

The Standalone revenue from operations ended at Rs. 91,314.68 Lakhs as compared to Rs. 1,18,582.93 lakhs
previous year and Standalone Profit After Tax (PAT) of the current year stood at Rs. 5,100.22lakhs.

The Consolidated revenue from operations ended at Rs. 1,34,819.28 Lakhs as compared to Rs. 1,31,244.18
lakhs previous year and Consolidated Profit After Tax (PAT) of the current year stood at Rs. 6,123.63 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.

During the financial year 2024-25, your Company continued to strengthen its position in both the traditional
basmati rice export segment and the growing domestic FMCG food space under its flagship brand “10X”.

DIVIDEND

During the Financial Year 2024-25, no dividend was declared by the company. The Directors of the Company
are decided to retain the profits of the company.

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/grm_file/03-09-25-06-05-13Dividend%20Distribution%20Policy%20amended%20Feb%202025.pdf.

TRANSFER TO RESERVES

Your Company Proposes not to Transfer any amount to General Reserves for the financial year 2024-25.
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, 2025 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 2024-25.

The policy for determination of material subsidiary is available on company’s website at Company’s website at

https://www.grmrice.com/grm_file/03-09-25-08-30-10Policy%20for%20determining%20material%20subsidiary%20updated.pdf

GRM Foodkraft Private Limited the unlisted material subsidiary has undergone Secretarial Audit by a practicing
Company Secretary and their Secretarial Audit Report are also available on the website of the Company.

The Consolidated Financial Statements of your Company for the financial year 2024-25 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.

Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary
at [e-mail] or 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

As on March 31, 2025, the authorized share capital of the company was Rs. 20,00,00,000 (Rupees Twenty
Crores) divided into 10,00,00,000 (Ten Crores) Equity Shares of Face Value of Rs. 2 Each.

As on March 31, 2025, the issued, subscribed and paid-up Equity Share Capital of the Company was Rs.

12,00,00,000/- (Rupees Twelve Crores only) comprising of 6,00,00,000 (Six Crores ) Equity Shares of face
value of Rs. 2/- each.

a. Issue of equity shares with differential rights

Your Company has not issued any equity shares with differential rights during the year under review.

b. Issue of Sweat Equity Shares

Your Company has not issued any sweat equity shares during the year under review.

c. Issue of employee stock options

Your Company has not issued any employees stock options during the year under review.

d. Provision of money by Company for purchase of its own shares by employees or by trustees for the
benefit of employees

Your Company has not made any provision of money for purchase of its own shares by employees or by
trustees for the benefit of employees during the year under review.

e. Issue of Convertible Warrants

During the year under review, the Company allotted 90,70,000 (Ninety Lakhs Seventy Thousand) Convertible
Warrants at a price of Rs.150/- (Rupees One Hundred and Fifty Only) including the Warrant Subscription
Price of Rs. 37.5/- (Rupees Thirty-Seven and Fifty Paise Only) and the Warrant Exercise Price of Rs. 112.5/-
(Rupees One Hundred and Twelve and Fifty Paise Only) each (“Warrant Issue Price”), aggregating up to Rs.

1,36,05,00,000/- (Rupees One Hundred and Thirty- Six Crores and Five Lakhs Only) (“Total Issue Size”) on
preferential basis to the persons/entities belonging to Promoter and Non-Promoter Category.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

During the year under review there has been no changes in capital structure.

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 2024-25.

Dividend Due to be Transferred to transferred to the IEPF

During the financial year 2024-25 no such unpaid or unclaimed dividend amount is required to be transferred
to IEPF.

The following table give information relating to financial year wise outstanding dividends and the dates by
which they can be claimed by the shareholders from the Company’s RTA:

Particulars	Date of Declaration	Date of Completion of seven years	Due Date for Transfer to IEPF	Amount as on 31st March, 2025 (In Rs.)
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	2,01,680
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	1,52,413
Interim Dividend 2021-22	24th January, 2022	01st March, 2029	31st March, 2029	1,03,029
Interim Dividend 2022-23	16th May, 2022	22nd June, 2029	21st July, 2029	43,106.25
Interim Dividend 2022-23	17th August, 2022	23rd September, 2029	22nd October, 2029	35,414.80
2023-24		No Dividend Declared
2024-25		No Dividend Declared

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

The Company in its Board Meeting held on 28th May, 2025 approved the conversion of 13,52,000 (Thirteen
Lakhs Fifty Two Thousand) convertible warrants into 13,52,000 (Thirteen Lakhs Fifty Two Thousand) equity
shares of face value of Rs.2/- each, on preferential basis, upon receipt of an amount aggregating to Rs.

15,21,00,000/- (Rupees Fifteen Crores Twenty One Lakhs only) at the rate of Rs. 112.5 (Rupees One
Hundred Twelve and Paisa Fifty Only) per warrant (being 75% of the issue price per warrant) from the
allottees pursuant to the exercise of their rights of conversion into equity shares in accordance with the
provisions of SEBI (ICDR) Regulations, 2018.

Post allotment of the aforesaid shares, the paid-up capital of the Company has increased from
Rs. 12,00,00,000/- (6,00,00,000 equity shares of face value of Rs. 2/- each fully paid up) to Rs. Rs.
12,27,04,000/- (6,13,52,000 equity shares of face value of Rs.2/- each fully paid up). The new equity shares
so allotted, shall rank pari-passu with the existing equity shares of the Company.

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.

As on March 31, 2025, your Company’s Board has a strength of 8 (eight) Directors including 2 (Two) Woman
Directors. 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 and to the till date the following Changes taken place in Board of Directors and
Key Managerial Personnel:

			Effective	Appointment/Re-
Sr.	Name of Director		Date of	Appointment/Cessation/
No	and KMP	Designation	Change	Change in Designation
1.	Mr. Gautam Gupta	Independent Director	14.08.2024	Re-appointment

AUDIT COMMITTEE

As on March 31, 2025, 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 PERSONNELS

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) Mrs. Mamta Garg, Whole Time Director

(iii) Mr. Vedant Garg, Chief Financial Officer

(iv) Mr. Sachin Narang- Company Secretary and Compliance Officer

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
https://www.grmrice.com/grm_file/25-08-23-06-29-34Nomination%20and%20Remuneration%20Policy.pdf.

As on March 31,2025, 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

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.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2024-25, 14 (Fourteen) Board meetings were held, which are as follows:

Sr. No.	Date of Board Meetings	Sr. No.	Date of Board Meetings
1	April 16, 2024	8	August 28, 2024
2	May 07, 2024	9	September 25, 2024
3	May 29, 2024	10	November 02, 2024
4	June 21, 2024	11	November 13, 2024
5	August 08, 2024	12	December 02, 2024
6	August 12, 2024	13	December 17, 2024
7	August 26, 2024	14	February 13, 2025

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 2024-25 in the report of Corporate Governance forming
part of this Annual Report.

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations, a
separate meeting of the Independent Directors was held on February 13, 2025.

The Independent Directors at the said meeting, inter-alia, reviewed the following:

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Director and Non¬
Executive Directors.

• Assessed the quality, quantity and timeliness of flow of information between the Company, Management and
the Board that is necessary for the Board to effectively and reasonably perform their duties.

• Effectiveness of the Company’s internal control systems and compliance mechanisms, and suggested
improvements wherever necessary.

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.

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, 2025, 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 31,2025 and of the profit of the Company for the Financial year ended on March 31,
2025;

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 31,2025 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.

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.

PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the Corporate Governance Report.

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/annual-returns/.

AUDITORS AND AUDITORS’ REPORT

i) STATUTORY AUDITORS

The members at their Annual General Meeting held on 26th September, 2023 have approved the appointment
of M/s. Mehra Goel & Co., Chartered Accountants (Firm Registration No. 000517N), as Statutory Auditors of the
Company, for a term of five consecutive years i.e. from the conclusion of 29th Annual General Meeting till the
conclusion of 34th Annual General Meeting of the Company at such remuneration as may be mutually agreed
by the Board of Directors and the auditors.

The Statutory Auditors - M/s Mehra Goel & Co., Chartered Accountants, have submitted their Report on the
Financial Statements of the Company for the FY 2024-25, which forms part of the Annual Report 2024-25.
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.

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 9B, 1st Floor, Meenakshi Garden, Opp Pecific
Mall, New Delhi-110018 to undertake the Secretarial Audit functions of the Company.

The Secretarial Audit Report for the Financial Year ended March 31, 2025 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 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 “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 place on website of
company at https://www.grmrice.com/grm_file/24-07-25-11-07-15CSR%20Policy%20updated%2024.05.2023.pdf
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 2023-24 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.

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 https://www.grmrice.com/grm_file/12-11-24-06-07-
01RPT%20Policy%20amended%2006th%20Feb,%202024.pdf.

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

At GRM we hold ourselves to the high standards of corporate governance, recognizing its pivotal role in fostering
trust, integrity, and accountability within our organization. Our philosophy revolves around ethical leadership,
board independence, and transparent communication.

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)’ 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
at https://www.grmrice.com/grm_file/25-08-23-06-35-21Whistle%20Blower%20Policy.pdf.

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.

INDUSTRIAL RELATIONS

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

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.

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 AND SUSTAINABILITY REPORT

The Business Responsibility Report of your Company for the Financial Year 2024-25 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 laws 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. An Internal 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 2024-25.

No of complaints received : Nil

No of complaints disposed off : Nil

SECRETARIAL STANDARDS

During the year under review, your Company had complied with applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI).

STATUTORY DISCLOSURES

Neither any application was made or any proceeding is pending under the Insolvency and Bankruptcy Code,
2016 nor any settlement has been done with banks or financial institutions, during the year under review.

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 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 Director

DIN : 02380612 DIN : 05110727

Place : Panipat
Date: 27^th August, 2025

---

Mar 31, 2024

Your Directors take great pleasure in presenting 30th 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 31,2024.

FINANCIAL SUMMARY

The Company’s financial performance, for the year ended March 31st, 2024 is summarized below:

(Amount in Lakh)

PARTICULAR	STANDALONE		CONSOLIDATED
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations	1,18,582.93	1,26,246.34	1,31,244.18	1,37,946.21
Other Income	3,221.54	1,184.03	3,252.96	1,275.50
Total Income	1,21,804.47	1,27,430.37	1,34,497.15	1,39,221.71
Operating Expenditure	1,12,667.09	1,17,686.54	1,24,024.73	1,28,120.70
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	9,137.38	9,743.83	10,472.42	11,101.01
Depreciation and amortization Expenses	354.16	367.80	366.84	378.63
Finance Costs	2,047.50	1,915.62	2,059.81	1,982.40
Profit before Exceptional Items and Tax	6,735.72	7,460.41	8045.77	8,739.98
Exceptional Items	Nil	Nil	Nil	Nil
Tax expense	1,596.90	2,103.98	1,973.87	2,453.75
Profit After Tax (PAT)	5,138.82	5,356.43	6,071.90	6,286.23
Other Comprehensive Income	11.65	1.91	(363.94)	904.60
Total Comprehensive Income for the year	5,150.46	5,358.34	5,707.96	7,190.83
Dividends	Nil	270	Nil	270
Transfer to General Reserve	Nil	Nil	Nil	Nil
EPS Basic	8.56	8.93	10.12	10.45
EPS Diluted	8.56	8.93	10.12	10.45

STATE OF COMPANY AFFAIRS, OPERATIONS AND FUTURE OUTLOOK

The Standalone revenue from operations ended at Rs. 1,18,582.93 lakhs compared to Rs. 1,26,246.34 previous year and Standalone Profit After Tax (PAT) of the current year stood at Rs. 5,138.82 lakhs.

The Consolidated revenue from operations ended at Rs. 1,31,244.18 lakhs compared to Rs. 1,37,946.21 previous year and Consolidated Profit After Tax (PAT) of the current year stood at Rs. 6,071.90 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.

Your Directors are pleased to inform you that in the beginning of FY 2024-25, the company has approved the Raising of funds through issue and allotment of up to 90,70,000 (Ninety Lakhs Seventy Thousand) Share Warrants, each Warrant convertible into 1 (one) Equity Share of Face Value of Rs. 2/- (Rupees Two Only) to certain Promoters and Non-Promoter Investors.

The fund raised will also be used for expanding “10X” Brand in India, making it a comprehensive food FMCG product company. The funds will also be allocated to explore future inorganic growth opportunities, including strategic mergers and acquisitions, and improve operational capabilities. These activities may be undertaken directly by the Company or through its subsidiaries or joint ventures.

The fund-raise will boost the market competitiveness and product range of the company. This is a crucial fundraise which will drive our initiatives to explore future inorganic growth opportunities and enhance operational capabilities. Our company is now poised to strengthen its position in the food FMCG space. The confidence reposed by marquee investors will take GRM into next league of growth opportunities. The 10X brand has been at the forefront of bringing innovative products in the Food FMCG space in India. We will continue to invest in our brand, distribution, operational capabilities and look out inorganic opportunities in Newage D2C brands.

DIVIDEND

During the Financial Year 2023-24, no dividend was declared by the company. The Directors of the Company are decided to retain the profits of the company.

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 www.grmrice.com.

TRANSFER TO RESERVES

Your Company Proposes not to Transfer any amount to General Reserves for the financial year 2023-24. 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, 2024 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 2023-24.

The policy for determination of material subsidiary is available on company’s website at Company’s website at https://www.grmrice.com/grm_file/25-08-23-06-30-25Policy%20for%20determining%20material%20 subsidiary.pdf.

GRM Foodkraft Private Limited the unlisted material subsidiary has undergone Secretarial Audit by a practicing Company Secretary and their Secretarial Audit Report are also available on the website of the Company.

The Consolidated Financial Statements of your Company for the financial year 203-24 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.

Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at [e-mail] or 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

As on March 31, 2024, the authorized share capital of the company was Rs. 20,00,00,000 (Rupees Twenty Crores) divided into 10,00,00,000 (Ten Crores) Equity Shares of Face Value of Rs. 2 Each.

As on March 31, 2024, the issued, subscribed and paid-up Equity Share Capital of the Company was Rs. 12,00,00,000/- (Rupees Twelve Crores only) comprising of 6,00,00,000 (Six Crores ) Equity Shares of face value of Rs. 2/- each.

a. Issue of equity shares with differential rights

Your Company has not issued any equity shares with differential rights during the year under review.

b. Issue of Sweat Equity Shares

Your Company has not issued any sweat equity shares during the year under review.

c. Issue of employee stock options

Your Company has not issued any employees stock options during the year under review.

d. Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

Your Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees during the year under review.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

During the year under review there has been no changes in capital structure.

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 2023-24.

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 2016-17, so the company is not required to transfer any amount to IEPF during the financial year 2024-25.

Particulars	Date of Declaration	Date of Completion of seven years	Due Date for Transfer to IEPF	Amount as on 31st March, 2024
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	1,09,029
Interim Dividend 2022-23	16th May, 2022	22nd June, 2029	21st July, 2029	48,360.25
Interim Dividend 2022-23	17th August, 2022	23rd September, 2029	22nd October, 2029	39347.40

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

The Board of Directors of the Company at their meeting held on June 21, 2024 has approved the Raising of funds through issue and allotment of up to 90,70,000 (Ninety-One Seventy Thousand) Share Warrants, each Warrant convertible into 1 (one) Equity Share of Face Value of Rs. 2/- (Rupees Two Only) to certain Promoters and Non-Promoter Investors.

The fund raised will also be used for expanding “10X” Brand in India, making it a comprehensive food FMCG product company. The funds will also be allocated to explore future inorganic growth opportunities, including strategic mergers and acquisitions, and improve operational capabilities. These activities may be undertaken directly by the Company or through its subsidiaries or joint ventures.

Except from the above, there is no other material changes and commitments occurred which affect the Financial Position of the Company between the end of the Financial Year of the company 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.

As on March 31, 2024, your Company’s 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 and to the till date the 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	Mr. Atul Garg	Managing Director	26.09.2023	Re-appointment
2	Mrs. Mamta Garg	Whole Time Director	26.09.2023	Re-appointment
3	Mr. Raj Kumar Garg	Independent Director	26.09.2023	Re-appointment
4	Manish Kumar	Company Secretary and Compliance Officer	10.08.2023	Cessation
5	Sachin Narang	Company Secretary and Compliance Officer	11.08.2023	Appointment

AUDIT COMMITTEE

As on March 31, 2024, 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 PERSONNELS

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

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

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 https://www.grmrice.com/grm_file/25-08-23-06-29-34Nomination%20and%20Remuneration%20Policy.pdf.

As on March 31,2024, 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

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.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, 08(Eight) Board meetings were held on as follows:

Sr. No.	Date of Board Meetings
1	May 24, 2023
2	August 11, 2023
3	August 22, 2023
4	November 14, 2023
5	December 06, 2023
6	December 26, 2023
7	January 13, 2024
8	February 06, 2024

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 2023-24 in the report of Corporate Governance forming part of this Annual Report.

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on March 12, 2024.

The Independent Directors at the said meeting, inter-alia, reviewed the following:

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Director and NonExecutive Directors.

• Assessed the quality, quantity and timeliness of flow of information between the Company, Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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.

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, 2024, 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 31,2024 and of the profit of the Company for the Financial year ended on March 31, 2024;

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 31,2024 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.

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.

PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Corporate Governance Report.

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/annual-returns/.

AUDITORS AND AUDITORS’ REPORT

i) STATUTORY AUDITORS

The members of the company at the 27th Annual General Meeting of the Company held on 28th September, 2021 approved the re-appointment of M/s. Vinod Kumar & Associates, Chartered Accountants as Statutory auditors of the company for a period of Two Years, to hold office from the conclusion of this Annual General Meeting till the conclusion of the 29th Annual General Meeting. So, the term of the current statutory auditors are expired.

Accordingly, the Board of Directors at their meeting held on 22nd August, 2023 and based on recommendations of the Audit Committee have recommended to the members the appointment of M/s. Mehra Goel & Co., Chartered Accountants (Firm Registration No. 000517N) as Statutory Auditors of the Company, for a term of five consecutive years.

Further the members at their Annual General Meeting held on 26th September, 2023 have approved the appointment of M/s. Mehra Goel & Co., Chartered Accountants (Firm Registration No. 000517N), as Statutory Auditors of the Company, for a term of five consecutive years i.e. from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual General Meeting of the Company at such remuneration as may be mutually agreed by the Board of Directors and the auditors.

The Statutory Auditors- M/s Mehra Goel & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2023-24, which forms part of the Annual Report 2023-24. 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.

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 9B, 1st Floor, Meenakshi Garden, Opp Pecific Mall, 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 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 “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 place on website of company at https://www.grmrice.com/grm_file/25-08-23-06-24-32CSR%20policy%20Final.pdf. 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 2023-24 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.

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 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

At GRM we hold ourselves to the high standards of corporate governance, recognizing its pivotal role in fostering trust, integrity, and accountability within our organization. Our philosophy revolves around ethical leadership, board independence, and transparent communication.

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)’ 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 at https://www.grmrice.com/grm_file/25-08-23-06-35-21Whistle%20Blower%20Policy.pdf.

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.

INDUSTRIAL RELATIONS

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

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 .

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 AND SUSTAINABILITY REPORT

The Business Responsibility Report of your Company for the Financial Year 2023-24 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 laws 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. An Internal 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 2023-24.

No of complaints received : Nil

No of complaints disposed off : Nil

SECRETARIAL STANDARDS

During the year under review, your Company had complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

STATUTORY DISCLOSURES

Neither any application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 nor any settlement has been done with banks or financial institutions, during the year under review.

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 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 Director

DIN : 02380612 DIN : 05110727

Place : Panipat Date: 26.08.2024

Registered Office: 128, First Floor Shiva Market, Pitampura, New Delhi-110034 T ( 91) 011-47330330 E [e-mail] CIN L74899DL1995PLC064007 W www.grmrice.com

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Mar 31, 2023

The Directors take great pleasure in presenting 29th 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 31,2023.

FINANCIAL SUMMARY

The Company’s 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 its’ 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 (‘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 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 (“Act”). 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 Company’s 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 “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 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 (‘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 31,2023 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 Company’s 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 ‘Rice Sheller’ to provide better results and to be leader in its core activity.

BOARD OF DIRECTORS

As on March 31, 2023, your Company’s 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 ‘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.

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 ‘Board 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 ‘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.

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, 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 ‘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’ 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 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.

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 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 “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 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 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.

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 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 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)’ 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, 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 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 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 ‘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 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 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.

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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 Company’s 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 (“Act”). 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 “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.

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(‘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, 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.

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

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 ‘Rice Sheller’ to provide better results and to be leader in its core activity.

BOARD OF DIRECTORS

As on March 31, 2018, your Company’s 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 ‘Board 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

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.

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, 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;

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 31,2018 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

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.

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 ‘Annexure 1’ which forms part of this Report.

AUDITORS AND AUDITORS’ 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 Auditors’ Report are self-explanatory and do not call for any further comments. 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.

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 ‘Annexure 2’ which forms part of this Report. The Secretarial Auditors’ 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

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 4’ which forms 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:

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

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. During the year, the Company did not receive any complaint under the said policy.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions 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.

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.

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, 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 “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 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:

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.

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 employee’s 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 {‘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’.

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.

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:

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 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

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 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 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 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

- 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 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:

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 2015-16.

- No of complaints received : 0

- No of complaints disposed off : 0

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

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 2015–16 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

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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