DEAR MEMBERS,
GRM OVERSEAS LIMITED
Your Directors take great pleasure in presenting 29th Annual Report of GRM Overseas
Limited (the "Company") on business and operations, along with the Audited
financial ended March 31, 2023.
FINANCIAL SUMMARY
The Company's financial performance, for the year ended March 31st, 2023 is summarized
(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, |
|
|
|
|
|
9,743.83 |
12,191.69 |
11,101.01 |
12,976.49 |
Depreciation and Amortization (EBITDA) |
|
|
|
|
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.
STANDALONE
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 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 2022-
23. 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 forthefinancialyear 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 financialstatements have been prepared by
consolidatingauditedfinancialstatements 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 companies and related information are available for inspection by the
member s 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 financialyear 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 |
|
|
Company Secretary and Compliance |
|
|
3 |
Balveer Singh |
|
22.08.2022 |
Cessation |
|
|
Officer |
|
|
Company Secretary and Compliance |
|
|
4 |
Manish Kumar |
|
23.08.2022 |
Appointment |
|
|
Officer |
|
|
|
|
Company Secretary and Compliance |
|
|
5 |
Manish Kumar |
|
10.08.2023 |
Cessation |
|
|
Officer |
|
|
|
|
Company Secretary and Compliance |
|
|
6 |
Sachin Narang |
|
11.08.2023 |
Appointment |
|
|
Officer |
|
|
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 |
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:
. 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.
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, 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' REPORT
i) 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 2022-23. 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
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
areasandtherebystrengthenthecontrols.Significantaudit 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
ofthebusiness.Therearenomateriallysignificantrelated 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,
Secretary regarding compliance with the requirements together with the Certificate 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
by any governing authority of the Company including There were no significant
regulators, courts or tribunals, which could affect the going concern status and the
Company's 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 complaint sreceived 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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FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
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Sd/- |
Sd/- |
|
Atul Garg |
Mamta Garg |
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Managing Director & Chairperson |
Director |
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DIN : 02380612 |
DIN : 05110727 |
Place : Panipat |
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Date: 22.08.2023 |
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Registered Office: |
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T (+91) 011-47330330 |
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E investor.relations@grmrice.com |
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CIN L74899DL1995PLC064007 |
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W www.grmrice.com |
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