GRM Overseas Ltd. — Annual Report 2022

Sep 8, 2022

Date: 07.09.2022

To,

The General Manager

BSE Limited

Corporate Relationship Department Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400 001 BSE Scrip Code: 531449

The Manager

National Stock Exchange of India Limited

Listing Department Exchange Plaza 5th Floor, Plot No. C-1, Block-G Bandra-Kurla Complex, Bandra(E) Mumbai-400 051

NSE Scrip Code: GRMOVER

Sub: Notice of AGM and Book Closure

Dear Sir / Madam,

Pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Register of Members and Share Transfer Books of the Company shall remain closed from Saturday, 24th Day of September, 2022 to Friday, 30th Day of September, 2022 (both days inclusive) for the purpose of 28th Annual General Meeting of the Company scheduled to be held on Friday 30th September, 2022, at 9:30 a.m. at Tivoli Grand Resort Hotel, GT Karnal Road, Alipur, Delhi 110036.

The Notice of the 28th Annual General Meeting and the Annual Report for the financial year 2021-22 will be sent to all shareholders whose email IDs are registered with the Company/Depositories and will also be available on the Company’s website at https://www.grmrice. com/.

The above information will be available on the website of company at www.grmrice.com.

You are requested to take the above on your record and acknowledge the same.

Thanking you.

Yours truly, For GRM Overseas Limited

Digitally signed MANISH by MANISH KUMAR KUMAR Date: 2022.09.07 23:04:38 +05'30'

Manish Kumar General Counsel and Company Secretary M.No. F7990

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www.grmrice.com

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GRM�OVERSEAS�LIMITED ANNUAL�REPORT�2021-22

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OUR�COMMITMENT GROWTH • HEALTH • IMPACT

GRM OVERSEAS LIMITED

TABLE OF CONTENTS

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20 Our�Capacities

04 About�GRM�Overseas�Limited

06 International�Market 22 Our�People 08 Domestic�Market 24 Corporate�Governance� 10 Message�from�CMD 25 Risk�Management 12 10X�Product�-�Rice 26 Management�Discussion�&�Analysis 14 10X�Product�-�Atta 30 Corporate�Information 15 10X�Product�-�Ready�to�Cook 32 Director’s�Report 16 Financial�Performance 57 Corporate�Governance�Report 18 Operational�Highlights 81 Business�Responsibility�Report

196 Notice

Standalone Financial Statements

92 a.�Independent�Auditors'�Report 207 Attendance�Slip 104 b.�Balance�Sheet 208 Proxy�Form

c.�Statement�of�Profit�and�Loss

106

d.�Statement�of�Cash�Flow

108

119 e.�Notes�to�the�Financial�Statements

Consolidated Financial Statements

a.�Independent�Auditors'�Report b.�Balance�Sheet

146

154

c.�Statement�of�Profit�and�Loss

156

158 d.�Statement�of�Cash�Flow 162 e.�Notes�to�the�Financial�Statements

Annual Report 2021-22 View Online Please visit www.grmrice.com

ABOUT THIS REPORT

Presenting�the�28th�annual�report�of�GRM�Overseas�Limited,�for�the�financial�year�2021-22.� This�report�provides�information�about�the�financial�and�operational�performance�of�our� business�across�each�of�our�business�segments�and�operations�including�those�of�our� wholly-owned�subsidiary�in�India�GRM�Foodkraft,�as�mandated�by�the�authorities�under�the� Companies�Act,�2013,�such�as�Ministry�of�Corporate�Affairs,�SEBI,�Stock�Exchanges�and� other�regulatory�bodies.�The�report�provides�consolidated�statements�of�our�financial� performance�for�the�year�under�reporting.�

For�any�queries�or�clarifications�regarding�the�information�issues�in�this�report,�you�may� write�to�us�at:�investors.relations@grmrice.com

Forward-looking statements

This�Report�has�been�prepared�by�the�Company�and�the�information�on�which�it�has� been�based�was�derived�from�sources�believed�to�be�reliable.�Certain�statements�in� this�Report�may�constitute�forward-looking�statements�within�the�meaning�of� applicable�securities�laws�and�regulations.

The�same�may�be�based�on�the�management�assessment�and�expectations�with� respect�to�future�circumstances,�which�involve�a�number�of�risks�and�uncertainties,� beyond�the�control�of�the�Company,�that�could�cause�actual�results�to�differ� materially�from�those�in�such�forward-looking�statements.�Forward-looking� statements�can�be�identified�by�words,�such�as�'believes',�'estimates',�'anticipates',� 'expects',�'intends',�'may',�'will',�'plans',�'outlook'�and�other�words�of�similar�meaning� in�connection�with�a�discussion�on�future�operational�or�financial�performance.

The�risks�and�uncertainties�relating�to�these�statements�include,�but�are�not�limited� to,�risks�and�uncertainties�regarding�fluctuations�in�earnings,�the�Company's�ability� to�manage�growth,�intense�competition,�including�those�factors�which�may�affect�its� cost�advantage,�wage�increases,�ability�to�attract�and�retain�highly�skilled� professionals,�natural�calamities,�epidemics�and�pandemics,�political�instability,� regulatory�changes,�currency�risks,�legal�restrictions�on�raising�capital�or�acquiring� companies�outside�India,�and�unauthorised�use�of�its�intellectual�property�and� general�economic�conditions�affecting�the�industry.

The�Company�may,�from�time�to�time,�make�additional�written�and�oral�forwardlooking�statements,�including�reports�to�its�shareholders�and�does�not�undertake�to� update�any�forward-looking�statement�that�may�be�made�from�time�to�time�by�or�on� behalf�of�the�Company.

ANNUAL REPORT 2021-2022 • 03

02 • ANNUAL REPORT 2021-2022

GRM OVERSEAS LIMITED

ABOUT� GRM OVERSEAS LIMITED

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At�GRM�Overseas�Limited,�we�have�a�story�to�tell:�of�our� humble�beginnings�48�years�ago�as�a�rice�manufacturing� and�trading�house�that�has�transformed�into�a�leading� provider�of�consumer�staples�worldwide�today.

contender�in�the�country’s�branded�consumer�staples� market.

With�an�aim�to�strengthen�our�presence�in�India,�we�are� leveraging�our�key�strengths:�our�deep�understanding�of� the�consumer’s�priorities,�our�time-tested�relationships� with�our�partners�in�the�value�chain,�and�our�passion�to� create�value�for�the�sons�and�daughters�of�the�soil�–�India’s� farmers.

With�our�products�occupying�aisles�across�1,800+�stores� around�the�world�and�our�distribution�spread�across�USA,� UK,�and�countries�of�the�Middle�East,�we�are�now�ready�to� add�a�new�chapter�to�our�story�of�growth: We�have�been�strategically�training�our�special�focus�on�the� domestic�market�in�India�through�our�flagship�brand�10X,� which�is�part�of�our�wide-ranging�portfolio�of�kitchen� essentials�and�food�products�across�various�categories.

Together,�we�are�creating�a�wealth�of�goodness�around�the� world�as�well�as�in�India,�delivering�growth�for�our�key� stakeholders�by�enhancing�consumer�health�and�thus,� creating�a�lasting�impact�on�our�journey�through�the�laps�of� time.

Through�10X�and�other�products,�we�are�crafting�a�uniquely� beneficial�value�proposition�for�the�Indian�consumer,� whose�tastes�and�preferences�as�well�as�expectations�are� rapidly�evolving.�Thus,�we�are�emerging�as�a�strong�

IT IS OUR COMMITMENT: 10X GROWTH. 10X HEALTH. 10X IMPACT

EMBOLDENED IN OUR PURPOSE TO CREATE VALUE

At�GRM,�we�define�our�purpose�as�the�passion�to�keep�our�commitments�to�our�key�stakeholders,�key� being�our�consumers,�our�communities,�our�employees,�and�our�investors.�Strengthening�our� purpose�are�our�vision,�mission,�and�values.��

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Core values

Mission

Vision

To�be�the�most�preferred�company� To�create�a�versatile�product�range,�to�ensure� •�Integrity of�choice�for�all�our�customers,�in� prompt�and�seamless�delivery�of�the�product�and� •�Quality India�and�abroad,�and�to� service�to�the�customer,�to�ensure�continuous� •�Ethics continuously�render�service� improvement�in�all�of�our�products,�to�enhance� •�Commitment excellence�to�surpass�their� competency�and�knowledge�of�our�people,�and�to� •�Environmental�Consciousness expectations.� deliver�value�to�our�stakeholders.

Our business comprises two key segments:

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International

Domestic

We�produce,�supply�and 38 market�high-quality�rice�in� 38 Countries countries �around�the�world. Majority�of�our�international� business�(95%)�comprises� exports�of�private�labels�while�the� rest�5%�is�exporting�GRM-owned� 95 brands�through�our�subsidiary� % in�the�UK,�GRM�International.� 100%�of�the�products�are� sourced�from�our�value�chain� partners�in�India.

Our�domestic�business�isled�by� our flagship brand 10X ,�owned� by�our�wholly-owned��subsidiary� in�India,� GRM Foodkraft Limited (estd.�2020).

Through�it,�we�are�growing our�presence�in�the�Indian FMCG�market.�Our�domestic 4 portfolio�includes� 4 key Key categories of consumer Categories staples and kitchen essentials including�rice,�spices,�atta�(flour),� and�ready-to-eat.

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Key Customers

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04 • ANNUAL REPORT 2021-2022

ANNUAL REPORT 2021-2022 • 05

GRM OVERSEAS LIMITED

INTERNATIONAL MARKET

Our�global�brands�Himalaya�River�and�Tanoush,�both�launched�in�2018,�Both� comprise�high-quality,�intensely�aromatic,�Basmati�rice�and�are�stocked�by� multi-brand�retail�stores�such�as�Tesco,�Sainsbury’s,�Walmart�and�more�across� the�world.�Tanoush�is�launched�specifically�for�the�Gulf�region.�We�ensure�that� people�around�the�world�savour�high-quality�and�nutritious�Indian�basmati�rice� that�imparts�good�health,�through�our�presence�across�38�countries.�Our� established�network�and�strong�relationships�within�the�global�rice�supply�chain� help�us�to�deliver�and�grow.�

` 911 Cr. Private Label Own Brands (95%) (5%) Export�Business�Revenue Exports�to Exports�to�UK,�Europe, on�Consolidated�Basis* MENA�Region and�25�countries

*for�the�year�ended�31st�March�2022

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USA US & Europe Middle East Jordan Iran Turkey Iraq
EXPORT MARKET BRANDS
South Sudan Maldives India Indonesia
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EXPORT MARKET BRANDS
400+ 200+ 200+ 1800+
Workforce Suppliers Distributors Retail�Stores
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06 • ANNUAL REPORT 2021-2022

ANNUAL REPORT 2021-2022 • 07

GRM OVERSEAS LIMITED

DOMESTIC MARKET

The�launch�of�GRM’s�flagship�Indian�Brand—10X�in�2020�marked�a�paradigm� shift�in�the�company’s�expansion.�The�vast�portfolio�of�10X�entails�varieties�of� rice�consumed�across�India,�whole�and�blended�spices,�atta,�Ready�to�Cook� range�along�with�a�positive�prospects�for�pulses�and�many�other�consumer� staples.�Through�this,�GRM�intends�to�provide�the�Indian�consumers�with�a� basket�of�staples�enriched�with�10X�goodness�&�health.

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THE WORLD OF
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Number of Dealers Less�than�10 Between�11-20 More�than�20

125 1,03,545+ 1.3 Billion Distributors Kirana�Stores�in Target�Consumer major�states

Domestic Business

` 189 Crore GRM�Foodkraft Revenue*

RICE • ATTA • SPICES • BIRYANI

General Trade

125 105 K Distributors Touch�Point (Kirana�Stores)

RTC �(Ready�to�Cook) RTE �(Ready�to�Eat)

Modern Trade

for�the�year�ended�31st�March�2022

08 • ANNUAL REPORT 2021-2022

ANNUAL REPORT 2021-2022 • 09

GRM OVERSEAS LIMITED

MESSAGE FROM OUR CMD

A�NEW�ERA�OF 10X GROWTH, HEALTH, IMPACT

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'Moving from its humble beginnings into a high-growth future, GRM is aiming for 10X to become a household name in India’

Atul Garg

Chairman�and�Managing�Director

Our�strong�business�fundamentals,�established�acumen� with�respect�to�sourcing,�our�credibility�within�the�value� chain,�and�our�strong�relationships�with�our�farmers�as� well�as�distributors�have�helped�us�claim�a�position�of� privilege.�Our�customers�are�confident�about�our�ability�to� provide�them�with�quality�products.�

The�world�has�been�on�tenterhooks�since�the�outbreak�of� COVID-19�in�2019-end.�For�us�at�GRM,�braving�two�years�of� COVID-19�impact�meant�being�a�solution�for�our�customers� around�the�world�facing�supply�chain�challenges.�We�did� our�best�to�make�sure�they�had�access�to�high-quality�and� nutritive�rice�to�boost�their�plate�as�well�as�palate.�

We�have�continued�to�grow�the�value�we�deliver�to�our�key� stakeholders�as�a�result.�This�has�further�helped�us�to�work� on�expanding�our�operations�in�the�domestic�market.�We� are�well�on�our�way�to�create�India's�largest�and�most� trusted�standalone�consumer�staples�brand�in�10X.�

As�the�pandemic�appeared�to�recede,�the�war�breaking�out� between�Russia�and�Ukraine�has�added�to�extend�the� supply�chain�challenges�on�the�international�front.�The� fallout�of�the�conflict�has�fuelled�commodity�price�rise,� particularly�for�fuels�and�food.�However,�in�this�scenario,�at� GRM�we�have�had�the�opportunity�to�assure�our�global� customers�of�our�superior�value�proposition�and�our�ability� to�deliver.�

A year in review:

10X Growth through Transformation 2.0

During�FY�2021-22,�our�international�business�clocked� export�revenue�of�911�Crore�up�significantly�from�652�in�FY� 2020-21.�Export�share�in�the�total�revenue�went�down�to� 80%�from�82%�in�FY2020-21.�At�the�same�time,�our� domestic�business�via�GRM�Foodkraft�more�than�doubled�to� reach�'189�Crore�in�FY2021-22�as�compared�to �59�Crore�in� FY�2020-21�with�revenue�share�sharply�increased�to�17%�in� FY2021-22�from�7%�in�FY2020-21.�Our�EBITDA�grew�from� 9.2%�to�11.4%�in�FY2021-22�while�PAT�margin�jumped�from� 5.7%�in�FY�2020-21�to�7.5%�in�FY�2021-22�respectively.�Our� total�revenue�touched� 1134�Crore�during�the�year,�up�from� 800�Crore�in�FY�2020-21.

The�numbers�show�the�growth�potential�of�our�domestic� business�in�retail�backed�by�our�excellent�execution� capabilities.�Early�success�primes�us�for�stronger�inroads� into�India's�domestic�market�and�helps�us�build�brand�trust.� The�growth�in�capital�is�aimed�at�reinvestment�in�scale,� expansion,�and�adding�capabilities.

relationships�with�trusted�partners�and�producers,�which� we�continue�to�synergize�keeping�at�heart�the�best� interests�of�our�end-consumers.�It�is�how�we�ensure�our� products�are�appreciated�across�the�world.�We�are� bringing�the�same�commitment�to�quality�to�our�Indian� consumers.

Our�domestic�business�is�growing�based�on�the�increasing� stature�of�our�homegrown�flagship�brand�'10X'.�We�are� directing�our�efforts�at�growing�the�brand�through�traditional� avenues�of�shelf�space�in�mom-and-pop�grocery�stores�as� well�as�modern�trade�platforms�provided�by�leading�players.� With�our�focus�on�quality�and�nutritive�content�of�our� produce,�we�are�confident�that�the�end-consumer�will� recognise�the�value�that�is�on�offer.

1 0X Impact

I ndia's�FMCG�industry�is�growing�leaps�and�bounds,�driven� by�domestic�demand.�It�is�creating�space�for�a�lot�of�players� to�grow,�even�as�big�players�target�a�greater�share�of�the� pie.�In�this�scenario,�there�is�a�need�for�mid-segment� providers�who�can�compete�not�only�based�on�the�quality� and�variety�but�also�on�the�strength�of�their�localised� knowledge,�distribution�capabilities,�and�specific� consumer�preferences�including�affordability.�This�is� where�10X�is�making�a�difference.�

During�the�year,�we�have�continued�to�diversify�our�retail� portfolio�under�brand�10X.�Our�biryani�ready-to-eat�line� now�has�four�key�variants�that�will�help�our�consumers� appreciate�the�regionally�unique�preparations�originated�in� Hyderabad,�Murshidabad,�Mughlai�cuisine,�and�Dindigul.� The�biryani�portfolio�is�designed�to�delight�connoisseurs� while�at�the�same�time�making�connoisseurs�out�of�biryani� afficionados.�

10X�as�a�brand�is�backed�by�long-standing�relationships� that�we�have�cultivated�over�five�decades�with�our�value� chain�partners�and�farmers.�In�that�sense,�it�is�serving�as�a� vehicle�for�broad-basing�the�economic�growth�and� development�of�these�people.�GRM�is�often�the�partner�of� choice�for�the�local�players�in�our�ecosystem,�powered�by� our�attractive�offerings.�

Not�only�this,�Foodkraft�has�picked�up�a�minor�stake�in�the� foodtech�app�GoKhana,�aimed�at�B2B�outreach.�It�is�an� innovative�step�that�will�help�us�build�brand�presence.�

It�is�helping�us�to�create�long-term�impact�in�the� agribusiness�sector,�one�of�the�key�pillars�of�growth�of�the� Indian�economy.�With�our�focus�on�food�packaging,�we�are� enabling�the�acceleration�of�growth�for�this�industry,� helping�to�bring�down�overall�costs�and�widening�the� segment.�We�are�ensuring�that�the�consumer�emerges�the� ultimate�winner.�

In�the�pipeline�are�several�other�items�such�as�edible�oils,� poha,�soya�chunks,�dry�fruits,�pulses,�ghee,�and�salt.�These� products�will�bear�the�10X�mark�of�high-quality�and� affordability.

We�are�equally�embracing�an�approach�to�business� sustainability�that�is�underpinned�by�ESG�principles�i.e.� conservation�of�environment,�value�creation�in�the�social� aspect�of�doing�business,�and�strengthening�governance�at� our�organization.

1 0X health

For�us�at�GRM,�providing�people�with�quality�food�products� that�is�sourced�responsibly�and�packaged�in�a�way�that� retains�its�nutritive�value�is�but�one�aspect�of�our�focus�on� health.�Our�leadership�and�our�executive�teams�have�indepth�understanding�of�the�products.�We�enjoy�strong�

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EBITDA

Export Revenue

Domestic Business

PAT Margin

9.2% FY�2021-22 from�11.4%�in�FY�2020-21

` 911 Crore

**911** Crore **17% 5.7%** FY2021-22 FY2021-22 FY�2021-22 from��675�Crore�in�FY�2020-21 from�7.5%�in�FY�2020-21 from�7.5%�in�FY�2020-21

10 • ANNUAL REPORT 2021-2022

ANNUAL REPORT 2021-2022 • 11

GRM OVERSEAS LIMITED

10X�PRODUCT RICE RANGE

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Zarda King Biryani King
Golden Sella XXXL�
Basmati�Rice Basmati�Rice
Premium Regular
Biryani Steam Range Steam
Basmati�Rice Basmati�Rice
Extra
Kheer
Long Grain Golden Sella
Rice
Basmati�Rice
Premium Extra
Biryani Golden Sella Long Grain Cream Sella
Basmati�Rice Basmati�Rice
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Capturing the very essence of India through its taste

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Regular
Premium
Range
Biryani Cream Sella
Cream Sella
Basmati�Rice
Basmati�Rice
Regular Perfect
Range
Daily Choice
Golden Sella
Long�Grain�Rice
Basmati�Rice
Perfect
Golconda
Choice for Rozana
Range
Basmati�Rice
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Perfect
Golconda
Choice for Rozana
Range
Basmati�Rice
ANNUAL REPORT 2021-2022 • 13
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12 • ANNUAL REPORT 2021-2022

GRM OVERSEAS LIMITED

10X�PRODUCT RANGE

Hand-Picked�from�the�best�of�fields�of�Madhya�Pradesh,�10X�Shakti� –�Chakki�Fresh�Atta�is�full�of�Goodness�and�wholesomeness.�Two� of�its�best�qualities�are�that�it�absorbs�more�water�and�hence�your� fulkas�come�out�as�soft�as�cotton.

Our�hand-picked�Sharbati�wheat�grains�come�with�a�pure�golden� sheen�and�are�almost�all�in�same�size�making�it�truly�different.�It’s� 100%�MP�Sharbati�Wheat�are�harvested�right�under�the�golden�sun� and�ingrained�with�right�amount�of�rain�water;�making�you�enjoy� that�hot�and�soft�phulka�every�single�day.

100% WHEAT. 0% MAIDA.

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10X�PRODUCT RANGE

Biryani�is�not�just�a�rice-dish,�it’s�a�heritage.�It’s�one�of�India’s�most� loved�and�ordered�dish.�But�the�problem�lies�when�we�have�to�cook� it;�as�it�requires�sourcing�exotic�ingredients�and�elaborate�cooking.� To�make�things�easier�for�you�without�letting�even�an�iota�of�taste�to� slip�away�we�have�designed�exclusive�Ready-to-cook�10X�Biryani� Kit.�With�its�own�unique�character�and�finesse�of�spices�and�no� artificial�colors�or�preservatives,�this�recipe�has�been�curated�to� give�you�an�Authentic�Biryani�experience.

BIRYANI KIT READY TO COOK

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MORADABADI Hyderabadi LUCKNOWI AWADHI BIRYANI KIT BIRYANI KIT BIRYANI KIT BIRYANI KIT

READY TO COOK range

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ANNUAL REPORT 2021-2022 • 15

GRM OVERSEAS LIMITED

FINANCIAL PERFORMANCE

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16 • ANNUAL REPORT 2021-2022
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Through�the�years,�we�at�GRM�have�focused�on�building�a�strong�team�that�prioritises�relationships� based�on�our�organisational�values.�This�has�helped�us�tide�over�the�impact�of�the�COVID-19�pandemic� and�continue�to�deliver�growth.�Prudence�is�the�cornerstone�of�our�financial�strategy,�enabling�us�to� expand�and�target�newer�consumer�segments.�

Revenue (Rs. Cr)

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EBITDA (Rs. Cr) Margin (%)
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11.4%
9.2%
7.7%
3.7% 3.2%
35 36 60 74 129
FY18 FY19 FY20 FY21 FY22
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1,111 1,171
944
808
790
FY18 FY19 FY20 FY21 FY22
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PAT (Rs. Cr) Margin (%)

Basic / Diluted Earning Per Share

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7.5%
5.7%
4.1%
1.3% 0.8%
12 9 32 45 85
FY18 FY19 FY20 FY21 FY22
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----- Start of picture text -----

14.0
7.6
5.3
2.0
1.5
FY18 FY19 FY20 FY21 FY22
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ANNUAL REPORT 2021-2022 • 17

GRM OVERSEAS LIMITED

OPERATIONAL HIGHLIGHTS

We�are�constantly�looking�at�opportunities�to�optimise�our�operational�performance�by�lowering�our� inventory�and�working�capital�days�and�ensuring�healthy�financial�ratios.�During�the�year�under�reporting,� optimisation�of�our�customer�mix�has�helped�us�to�secure�enhanced�profit�margins.

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Inventory Days Gross D/E (x)
88
5.7
5.4
63
55
50
2.3
26
1.4 1.6
FY18 FY19 FY20 FY21 FY22 FY18 FY19 FY20 FY21 FY22
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Working Capital Days

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167
147
128 127 131
FY18 FY19 FY20 FY21 FY22
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Current Ratio

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----- Start of picture text -----

1.4 1.4
1.2
1.1 1.1
FY18 FY19 FY20 FY21 FY22
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18 • ANNUAL REPORT 2021-2022

ANNUAL REPORT 2021-2022 • 19

GRM OVERSEAS LIMITED

OUR CAPACITIES

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FARMING PROCUREMENT MILLING MILLED RICE PACKING LOGISTICS RETAIL FORK
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PANIPAT
(HARYANA)
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NAULTHA GANDHIDHAM
(HARYANA) (GUJARAT)
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Our Certifications across the Globe:

Our�products�bear�certifications�from�globally-renowned�authorities�that� recognise�high�standards�of�quality,�serving�to�instil�confidence�in�our�consumers� the�world�over.�

ANNUAL PRODUCTION CAPACITY

4,40,800 MT

PRODUCTION & WAREHOUSING PROCESSING FACILITY FACILITY

2

1.75 lakh feet

3 Milling plants:

550�MT�per�day

space�adjacent�to�the�Kutch-Gujarat�factory

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GMP Certified

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ISO 22000:2005 BRC (British Retails U.S. FDA Certification Consortium) Certified

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Safe Quality Food Certificate Organic Certification (which includes HACCP)

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Kosher Certified

9 Sortex Plants:

1,400�MT�per�day

Facilitating�speedy�shipments�from Kandla and Mundra ports.

MT:�metric�tonnes

20 • ANNUAL REPORT 2021-2022

ANNUAL REPORT 2021-2022 • 21

GRM OVERSEAS LIMITED

OUR PEOPLE

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At�GRM,�we�are�a�400+-strong�team�spread�across� the�world,�driven�by�the�desire�to�enable�growth,� health,�and�positive�impact�through�our�business�for� all�our�key�stakeholders.�As�an�organisation,�we�pride� ourself�on�the�long-term�relationships�we�nurture� among�our�people.�

We�work�with�a�wide�range�of�professionals�with�diverse�skills�and�talents� pertaining�to�the�various�functions�in�our�business.�We�ensure�that�our�human� resources�pool�is�appropriately�skilled�and�trained�regularly�as�well�as� supported�through�best-in-class�remuneration�as�well�as�people�policies�and� culture�that�enable�them�to�progress�in�their�careers�as�well�as�take�care�of�their� as�well�as�their�families’�well-being.�

Our�organisational�values�guide�our�people�culture�as�well,�helping�to�ensure� that�these�values�are�reflected�in�their�conduct�across�their�relationships�with� our�key�stakeholders.

Revised Code of Conduct

Aiding�good�governance:

Our�Code�of�Conduct�(The�Code)�at�GRM�helps�to�design�and� maintain�our�organisational�culture.�Our�Board�at�GRM� revised�our�Code�of�Conduct�during�the�year�under� reporting,�while�reiterating�its�importance�in�ensuring�that� it�enables�us�to�work�in�a�manner�that�inspires�trust,�is�fair� and�transparent.

Agent�of�equal�opportunity:

The�Code�is�binding�for�each�and�every�employee�at�GRM,� irrespective�of�the�formation�of�the�organisation.�It� effectively�states�that�GRM�is�an�equal�opportunity� employer�practicing�non-discrimination�on�the�basis�of� caste,�creed,�colour,�sex,�place�of�birth,�sexual�orientation,� and�such.�

Committed�to�compliance:

The�Code�has�set�100%�compliance�to�all�the�laws�and� regulations�applicable�to�the�organisation�across�the� various�geographies�in�which�it�operates,�as�a�basic� principle�for�good�conduct.�

Valuing Our Human Resources

Training:

Encouraging�and�enabling�our�people�to�perform�better�is� our�key�to�developing�our�human�resources.�To�do�this,�we� invest�key�resources�in�training�our�people�both�formally�as� well�as�informally�through�dynamic�exchange�of�knowhow� and�focused�collaborative�efforts.�

We�run�small-scale�team-based�training�programmes� from�time�to�time,�focused�on�creating�better�outcomes� with�time.�We�also�organise�for�our�teams�to�interact� closely�with�our�business�leaders.

Safety:

We�are�committed�to�providing�a�hygienic,�healthy,�and�safe� work�environment�for�our�people�as�part�of�our�support�for� human�rights.�We�impart�requisite�safety�training�to�people� working�at�our�manufacturing�facilities.�

We�ensure�that�our�women�employees�feel�safe�through� steps�taken�for�prevention�of�sexual�harassment�at� workplace.�We�have�set�up�a�complain�committee� dedicated�to�receiving�complaints�regarding�sexual� harassment�as�per�our�Prevention�of�Sexual�Harassment� Policy�in�line�with�the�requirements�of�the�Sexual� Harassment�of�Women�at�the�Workplace�(Prevention,� Prohibition�&�Redressal)�Act,�2013.

We�received�zero�complaints�regarding�sexual� harassment�during�FY�2021-22.

ANNUAL REPORT 2021-2022 • 23

22 • ANNUAL REPORT 2021-2022

GRM OVERSEAS LIMITED

CORPORATE GOVERNANCE

At�GRM,�we�believe�that�good�corporate�governance�is�critical�for�building�an� organisation�that�lasts.�It�is�the�strength�behind�our�growth�strategy�and�the�key�to� building�trusting�relationships�with�all�of�our�key�stakeholders.�As�we�continue�to� grow,�we�continue�to�enhance�various�aspects�of�our�corporate�governance.

Good�corporate�governance�is�the�key�commitment�of�our�Board�of�Directors,�in�which�they�participate�proactively.�Our�Board�is� equipped�with�expertise�across�the�key�critical�functions�of�our�business�and�thus,�is�tasked�with�oversight�across�multiple�areas. The�Board�delivers�good�governance�by�framing�policies,�constantly�interacting�with�our�senior�leadership�and�executive� teams�as�well�as�our�peers�in�the�industry,�guiding�strategy,�and�providing�the�requisite�oversight�and�monitoring� mechanisms.

Composition of the Board: �Our�Board�at�GRM�is�independent�and�diverse.�The�Board�comprises�8�members�in�all,�4�of�whom� are�independent�directors.�Two�Directors�are�women.�The�Chairman�of�the�Board�is�an�Executive�Director.��

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

Sr. No	Name of Director and KMP	Designation	Date of Event	Appointment/ Re-appointment/Cessation/ Change in Designation
1	VishnuBhagwan	IndependentDirector	13.04.2021	Cessation
2	Nidhi	IndependentDirector	12.08.2021	Appointment
3	JaiKishanGarg	IndependentDirector	28.09.2021	Appointment
4	KiranDua	IndependentDirector	28.09.2021	Cessation
5	VedantGarg	CFO	28.09.2021	Appointment
6	RattanLalMittal	CFO	28.09.2021	Cessation
7	JaiKishanGarg	IndependentDirector	09.06.2022	Cessation
8	TarunSingh	AdditionalCumIndependentDirector	05.08.2022	Appointment
9	BalveerSingh	CompanySecretaryandComplianceOfficer	22.08.2022	Cessation
10	ManishKumar	CompanySecretaryandComplianceOfficer	23.08.2022	Appointment

Key�responsibilities�of�the�Board�include�providing�a�strategic�framework�that�enables�us�to�work�in�a�manner�that�best� enables�us�to�realise�our�organisational�goals�and�fulfill�the�commitments�we�have�made�to�our�key�stakeholders.��

Ÿ Risk�Management:�Our�Board�has�instituted�a�robust�risk�management�framework�to�help�us�identify�risks�to�our�business� and�manage�or�mitigate�these�effectively.�

RISK MANAGEMENT

With�our�business�spread�across�the�world,�identifying,�evaluating�and�mitigating� or�managing�the�risks�facing�our�business�is�critical�to�effective�corporate� governance�at�GRM.�Our�risk�management�framework�involves�staying�wellinformed�about�the�developments�in�the�industry�and�communicating�our�key� objectives�and�concerns�transparently�to�our�teams�for�action.�

Risk�management�at�GRM�is�a�continuous�process.�Key�risks�facing�our�business�and�our�approach�to�mitigation�are� described�below:

Risk	Description	Mitigation approach
Changesin global economy	Significantchangesofgeopoliticaland macroeconomicnaturemayaffectdemand forourproductsand/orouroperations	Weareawell-diversifiedbusiness,whichhashelpedusto lowerconcentrationrisk.
Competition risk	Competitionfromnewentrantsor establishedbrandsposesarisktoour operations	Weconstantlyrefineourvaluepropositionforour customersandourvaluechainpartnerstostrengthenour brandandachievegreaterdepthinthemarket
Changing customer preferences	Significantchangesincustomerpreferences mayimpactthedemandforourproducts	Weareinvestinginourunderstandingofemergingtrends andrespondingtothesechangesinanappropriatemanner.
Commodity sourcing	Sourcingofrawmaterialsattherightprices mayimpactourprofitability	Strongrelationshipswehavebuiltwithinourvaluechain helpustoensureareliablesupplychainofkeyraw materials
Supplychain risks	Lackoftimelyavailabilityofresources mayimpactoperations	Ouroperationsaresupportedbywell-foundedbusiness continuityprotocols
Distribution risks	Anyabruptchangesordisruptionswithin channelsmayimpactbusinesscontinuity	Wearerampingupouroperationswithastrongfocuson distribution,ledbyateamofexperiencedprofessionals.We arealsofocusingonnew-ageplatformsthathelpuswith distributionaswellasconsumerdata.

Ÿ Compliance:�We�adhere�to�100%�compliance�to�the�rules�and�regulations�that�apply�to�our�operations�across�the�various� geographies.�We�ensure�that�all�our�employees�treat�compliance�as�a�priority.�

• Ÿ Policies:�The�Board�has�proactively�put�in�place�policies�that�help�GRM�deliver�on�robust�corporate�governance.�It�includes� Code�of�Conduct�for�all�of�GRM�employees,�including�subsidiaries,�joint�ventures�and�such.�It�also�includes�anti-bribery� policy,�policy�for�prevention�of�sexual�harassment,�whistle�blower�policy,�policy�on�conflict�of�interest,�and�more.

• Ÿ Sustainability:�Our�Board�is�proactively�embracing�the�ESG�approach�to�sustainability.�We�are�working�on�evolving�an�ESG� strategy�and�framework�to�enhance�our�performance�across�environmental,�social,�and�governance�aspects�of�our�business.

24 • ANNUAL REPORT 2021-2022

ANNUAL REPORT 2021-2022 • 25

GRM OVERSEAS LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS

26 • ANNUAL REPORT 2021-2022

ANNUAL REPORT 2020-2021 • 27

GRM OVERSEAS LIMITED

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Constituents of packaged foods industry

(Rs�bn�2020)

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2,500
2,000
1,500
1,000
500
0
Cooking ingredients Dairy Snacks Staple foods
& meals products
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28 • ANNUAL REPORT 2021-2022

ANNUAL REPORT 2021-2022 • 29

GRM OVERSEAS LIMITED

CORPORATE INFORMATION

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BOARD OF DIRECTOR

KEY MANAGERIAL PERSONNEL

BANKERS

AUDITORS

1. Mr. Atul Garg

Chairman�&�Managing�Director

2. Mr. Hukam Chand Garg

Founder�&�Non-Executive�Director

3. Mrs. Mamta Garg Executive�Director

Mr. Atul Garg Chairman�&�Managing�Director

Mr. Vedant Garg Chief�Financial�Officer

Mr. Manish Kumar Company�Secretary

State Bank of India

Special�Commercial�Branch, G.T.�Road,�Panipat�(Haryana)

Union Bank of India

Ambedkar�Chowk,�G.T.�Road,�Karnal�(Haryana)

Vinod Kumar & Associates �Chartered�Accountants Global�Business�Square,�Building�No.�32,�Sector�44,� Institutional�Area,�Gurgaon�122002�India

M/s Devesh Arora and Associates

Company�Secretaries�(Secretarial�Auditor)

REGISTERED OFFICE

4. Mr. Nipun Jain

Non-Executive�Director

GRM Overseas Limited

128,�First�Floor,�Shiva�Market�Pitampura,�Delhi�-�110�034.�CIN:�L74899DL1995PLC064007

5. Mr. Raj Kumar Garg Independent�Director

WORKS

GRM Overseas Limited

6. Mr. Gautam Gupta Independent�Director

7. Mr. Tarun Singh

1. �Gohana�Road,�Near�Sugar�Mills,�Panipat�132103�(Haryana)

2. �8�KM�Stone,�Gohana-Rohtak�Road,�Village�Naultha,�Panipat�132103�(Haryana)

3. �328-329�GIDC�Estate,�Mithirohar�Taluka,�Gandhidham,�Dist.�-�Kutch�370201�(Gujarat)

• Independent�Director

REGISTRAR & SHARE TRANSFER AGENTS

8. Ms. Nidhi

Independent�Director

MAS Services Ltd.

T-34,�2nd�Floor,��Okhla�Industrial�Area�PH-II,�New�Delhi�110020

30 • ANNUAL REPORT 2021-2022

ANNUAL REPORT 2021-2022 • 31

GRM OVERSEAS LIMITED

DIRECTORS’ REPORT

DEAR MEMBERS, GRM OVERSEAS LIMITED

Your Directors take great pleasure in presenting 28th Annual Report of GRM Overseas Limited (the “Company”) on business and operations, along with the Audited financial statements of Accounts for the financial year ended March 31, 2022.

FINANCIAL SUMMARY

The Company’s financial performance, for the year ended March 31st, 2022 is summarized below:

			(Amount in Lakh)	(Amount in Lakh)
PARTICULAR	STANDALONE		CONSOLIDATED
	31.03.2022	31.03.2021	31.03.2022	31.03.2021
Revenue from Operations	1,09,842.20	77,808.42	1,13,427.46	79,937.35
Other Income	3,696.35	541.46	3,708.59	644.59
Total Income	1,13,538.55	78,349.88	1,17,136.05	80,581.94
OperatingExpenditure	1,01,346.85	71,989.10	1,04,159.55	7,32,43.81
Earnings before Interest, Tax, Depreciation and Amortization(EBITDA)	12,191.69	6,360.78	12,976.49	7,338.30
Depreciation and amortization Expenses	302.45	281.21	313.29	282.54
Finance Costs	1,273.48	1,164.20	1,299.59	1,170.62
Proft before Exceptional Items and Tax	10,615.77	4915.37	11,363.62	5,884.96
Exceptional Items Tax expense Current Year Deferred Tax Credit	Nil Nil 2,730.65 1.51	Nil Nil 1,249.53 3.11	Nil Nil 2,908.64 2.67	Nil Nil 1,340.05 3.10
Mat Credit Entitlement
Proft After Tax(PAT)	7,883.62	3,662.73	8,452.31	4,541.82
Other Comprehensive Income Total Comprehensive Income for theyear	3.84 7,887.46	2.70 3,665.44	8.22 8,460.53	(127.73) 4,414.09
Balance as per the last Financial Statements Appropriations Dividends + Tax	11,568.89 1590	8,875.42 972.48	11,282.60 1590	7,729.52 972.48
Transfer to General Reserve	Nil	Nil	Nil	Nil
Priorperiod Items	Nil	Nil	Nil	Nil
Retained Earnings	17,865.01	11,568.89	18,077.88	11,282.60
EPS Basic	13.17	98.32	14.01	121.92
EPS Diluted	13.17	98.32	14.01	121.92

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

The revenue from operations ended at Rs. 1,09,842 lakhs compared to Rs. 77,808 lakhs previous year which is substantial increase of 41% from the previous year and PAT of the current year stood at Rs. 7,884 lakhs. Your Company continues to retain its customers and at the same time having new associations, which reflects the ongoing trust of our customers to whom we dedicate our daily work.

DIVIDEND:

The Board in its meeting held on August 12, 2021, October 27, 2021 and January 24, 2022 had declared an interim dividend of Rs. 3.25(32.5%), per equity share of Rs. 10 each, Rs. 5 (50%), Per equity Share of Rs. 10 each, Rs. 1 (50%) per equity share of Rs. 2 each for the financial year 2021-22. The total dividend payout for the just concluded year was Rs. 15.90 Cr. The Board of Directors of the Company had approved and adopted a Policy on Distribution of Dividend, as amended from time to time, to comply with Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). The said Policy of the Company sets out the parameters and circumstances that will be taken into account by the Board in determining whether or not to distribute dividend to its shareholders, the quantum of profits and/ or retained profits earned by the Company to be distributed as dividend. The Policy is available on the website of the Company https://www.grmrice.com.

TRANSFER TO RESERVES

Your Company Proposes not to Transfer any amount to General Reserves for the Financial year 2021-22.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

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

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2022 your Company has Two subsidiaries viz., GRM International Holdings Ltd. and GRM Foodkraft Private Limited and one step down subsidiary viz., GRM Fine Foods Inc. There are no associate or Joint Venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). Further there has been no material change in the nature of business of the subsidiaries during the financial year 2021-22. The policy for determination of material subsidiary is available on Company’s website www.grmrice.com .GRM Foodkraft Private Limited the unlisted material subsidiary have undergone Secretarial Audit by a practicing Company Secretary and their Secretarial Audit Report are available on the website of the Company.

The Consolidated Financial Statements of your Company for the financial year 2021-22 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, applicable Indian Accounting Standards (Ind As) and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “SEBI Listing Regulations”). The consolidated financial statements have been prepared by consolidating audited financial statements of your Company and its subsidiaries, as approved by the respective Board of Directors. Further, pursuant to the proviso of sub section (3) of section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 a separate statement containing the salient features of the financial statements of Subsidiaries of the Company in the prescribed form AOC-1 is given in the Consolidated Financial Statements, forming part of this Annual report as Annexure- 1.

Consolidated Turnover is 1,13,427.46/- lakh as compared to 79,976.30/- lakh in the same period previous year. Consolidated Net Profit after Tax is 8,452.31/- lakh as compared to 4,541.84/- lakh in the previous year. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturday, Sunday and holiday with prior intimation upto the date of the Annual General Meeting (‘AGM’) as required under Section 136 of the Companies Act, 2013.

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

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

SHARE CAPITAL:

The paid up equity capital as on March 31, 2022 was Rs. 12,00,00,000/- divided into 60000000 equity shares of Rs. 2 each. During the year under review 60000 Warrants were converted into Equity Shares and Paid up Share capital stands increased from Rs. 3,94,00,000 to Rs. 4,00,00,000. Further, Company had issued and allotted 8000000 bonus Share of Rs. 10 each to the shareholders during the period under review and Paid up Capital stands increased to 12,00,00,000 divided into 12000000 Equity Shares of Rs. 10 each. Furthermore, Company had approved split of Shares from face value of Rs. 10 each to Face value of Rs. 2 each. Consequently the Share capital of Company as on March 31, 2022 stands to Rs. 12,00,00,000 divided into 60000000 Equity Share of Rs. 2 each.

TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION & PROTECTION FUND

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

• TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

Your Company during the year 2021-22 has transferred a total amount aggregating to Rs.3,69,448/- as Unpaid Final Dividend for FY 2013-14 to the Investor Education and Protection Fund. This amount was lying unclaimed/ unpaid with the Company for a period of seven years after Declaration of Dividend for the financial year 2013-14.

A list of shareholders along with their folio number or DP. ID. & Client ID., who have not claimed their dividends for the last seven consecutive years i.e. 2014-15- to 2021-22 and whose shares are therefore liable for transfer to the IEPF Demat account, has been displayed on the website of the Company at www.grmrice.com.

• TRANSFER OF SHARE TO IEPF

As required under Section 124 of the Companies Act, 2013, 25500 Equity Shares of Rs. 2 each, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by your Company to the Investor Education and Protection Fund Authority (IEPF) during the financial year 2021-22. Details of shares transferred are available on the website of IEPF as well as your Company.

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

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

SEGMENT REPORTING

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

BOARD OF DIRECTORS

As on March 31, 2022, your Company’s Board has a strength of 08 (Eight) Directors including 2 (Two) Woman Director. The Chairman of the Board was a Executive Director. The composition of the Board was as below:

	Category	Number of Directors	% to Total Number of Directors
	Executive Directors	2	25.00
	Non Executive,Non Independent Director Non-Executive-Independent Directors	2 4	25.00 50.00
	During the Period under review following	Changes taken place in Board of Director and KMP.

					Appointment/
	Sr. No. 1 2	Name of Director and KMP Vishnu Bhagwan Nidhi	Designation Independent Director Independent Director	Date of Event 13.04.2021 12.08.2021	Re-Appointment/Cessation/ Change in Designation Cessation Appointment
	3	Jai Kishan Garg	Independent Director	28.09.2021	Appointment
	4	Kiran Dua	Independent Director	28.09.2021	Cessation
	5	Vedant Garg	CFO	28.09.2021	Appointment
	6 7 8	Rattan Lal Mittal Jai Kishan Garg Tarun Singh	CFO Independent Director Additional Cum Independent Director	28.09.2021 09.06.2022 05.08.2022	Cessation Cessation Appointment
	9 10	Balveer Singh Manish Kumar	Company Secretary and Compliance Ofcer Company Secretary and Compliance Ofcer	22.08.2022 23.08.2022	Cessation Appointment

AUDIT COMMITTEE

As on March 31, 2022, the Audit Committee of GRM Overseas Limited comprises of following 3 (Three) Members, all are Non-Executive Independent Directors:

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

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

KEY MANAGERIAL PERSONNEL:

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

• (i) Mr. Atul Garg, Managing Director

• (ii) Mr. Rattan Lal Mittal, Chief Financial Officer(until 28.09.2021)

• Mr. Vedant Garg – Chief Financial Officer (w.e.f. 29.09.2021)

• (iii)

• (iv) Mr. Balveer Singh- Company Secretary (until 22.08.2022)

• (v) Mr. Manish Kumar - Company Secretary (w.e.f. 23.08.2022)

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DIRECTOR NOMINATION AND REMUNERATION POLICY

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

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2021-22, 13 (Thirteen) Board meetings were held on as follows:

Sr. No.	Date of Board Meetings
1	May 27, 2021
2	July03,2021
3	July09,2021
4	July17,2021
5 6 7 8	August 12,2021 September 01,2021 September 23,2021 October 27,2021
9	December 21,2021
10	December 27,2021
11	January14,2022
12	January24,2022
13	March 30,2022

For details thereof kindly refer to the section ‘Board Meeting and Procedures - Details of Board Meetings held and attended by the directors during the financial year 2021-22, in the report of Corporate Governance forming part of this Annual Report.

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

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

• i. that in the preparation of the Annual Accounts for the year ended March 31, 2022, the applicable Indian Accounting standards (Ind AS) have been followed and that there are no material departures;

• ii) that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2022 and of the profit of the Company for the Financial year ended on March 31, 2022;

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

• iv) that the annual accounts for the year ended March 31,2022 have been prepared on a going concern basis; v) that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

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

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

OPERATIONS, PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY

A detailed review of operations and performance and future outlook of the Company is given separately under the head ‘Management Discussion & Analysis’ pursuant to Regulation 34 read with Part B of Schedule V of SEBI Listing Regulations, and the same is annexed and forms part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

A statement containing the details of the Remuneration of Directors and KMPs as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as part of this Report as Annexure-2 .

EXTRACT OF ANNUAL RETURN

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

AUDITORS AND AUDITORS’ REPORT

i) STATUTORY AUDITORS

At the 27th Annual General Meeting (AGM) of the Company held on September 28, 2021, the members of the Company had appointed M/s. Vinod Kumar & Associates, Chartered Accountants (Firm Registration No. 002304N), to hold office as Statutory Auditors for a period of two consecutive years till the conclusion of the 29th Annual General Meeting.

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The present Statutory Auditors- M/s Vinod Kumar & Associates., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2021-22, which forms part of the Annual Report 2021-22. The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments or explanations. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

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

There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report.

ii) SECRETARIAL AUDITORS

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

The Secretarial Audit Report submitted by M/s Devesh Arora & Associates, in the prescribed form MR-3 is attached as ‘Annexure 3’ which forms part of this Report. The observations given by the Secretarial Auditors in its Secretarial Audit Report along with explanation to the same is as below:

The Company has filed form FC-GPR for the Bonus Shares alloted to non-resident shareholders by the Company in compliance with Notification No. FEMA. 94 /2003-RB. However, the same has not been taken on record by the RBI and the Company is in process of resubmission of the same.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

APPOINTMENT OF INTERNAL AUDITOR

Pursuant to section 138 of Companies Act, 2013 The Company has appointed CA Mohit Arya, as an Internal Auditor of the Company during the period under review. He placed the internal audit report to the Company which is self explanatory and need no comments.

DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any deposits during the Financial Year 2021-22 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not having any unpaid or unclaimed deposits at the end of the Financial Year.

RISK MANAGEMENT POLICY

The Company is taking all necessary steps to comply with the observations of the Secretarial Auditors as

mentioned in the Secretarial Audit Report.

There is no other qualification, reservation or adverse remark or disclaimer made by the company secretary in

practice in his secretarial audit report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND

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

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

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

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

During the year under review following Changes have taken place in capital structure:

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.

1. Issued and Allotted 60000 Equity Share of Rs. 10 each upon conversion of convertible warrants in Board Meeting held on 27.05.2021

2. Issued and allotted 8000000 bonus Shares of Rs. 10 each approved by members through postal ballot conduced on 02.07.2021 and Meeting of Board of Directors held on 17.07.2022.

3. Subdivision of Shares of face value Rs. 10 each into Face value of Rs. 2 each approved by members through postal ballot conducted on 25.10.2021.

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Listing and Trading Approval was also obtained by the company as per the provisions of Law. The Company’s shares are listed and actively traded on the Bombay Stock Exchange.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has given guarantees of Rs. 15 Cr. to its subsidiary GRM Foodkraft Private Limited during the period under review covered under the provisions of section 186 of the Companies Act, 2013.The details of the Guarantee given, and investments made by company is given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

During the year under review, the Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all the related party transactions required prior approval of Audit Committee and Board of Directors of the Company. Prior approval of shareholders of the Company is also required for certain related party transactions as prescribed under Companies Act, 2013 and listing Regulation . The said policy is available at the company website viz. http/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 SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.( Annexure -7 )

DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

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

‘The Vigil Mechanism (Whistle Blower Policy)’ as approved by the Board, is uploaded on the Company’s website.

MATERIAL ORDERS BY GOVERNING AUTHORITIES

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

FINANCE

Cash and cash equivalents as at March 31, 2022 was Rs.324.54 lakh. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

INDUSTRIAL RELATIONS

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

DIRECTORS

In accordance with the Section 152 of the Companies Act, 2013 & Articles of Association of the Company, Mr. Nipun Jain, Director of the Company, retire by rotation at the ensuing Annual General Meeting & being eligible offers himself for re-appointment and the Board of Directors recommends for his re-appointment.

BOARD EVALUATION

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

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “Code of Conduct for Board Member and Senior Management” which forms an Appendix to the Code. The Code has been posted on the Company’s website www.grmrice.com.

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

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

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34 read with Para B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {‘SEBI (LODR) Regulations, 2015}, a detailed ‘Management Discussion and Analysis Report’ (MDA) is attached as a separate section forming part

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of the Annual Report. More details on operations and a view on the outlook for the current year are also given in the ‘Management Discussion and Analysis Report’.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of your Company for the Financial Year 2021-22 forms part of this Annual Report as required under Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

ACKNOWLEDGEMENTS

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

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

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

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

& REDRESSAL) ACT, 2013

The Board of Directors of the Company has laid down a policy on prevention of sexual harassment at the workplace. A Complaint Committee has also been formed by the Board of Directors to look into the complaints received, if any.

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

The following is a summary of sexual harassment complaints received and disposed off during the year 2021-22. No of complaints received : Nil : Nil No of complaints disposed off

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/Sd/Atul Garg Mamta Garg Managing Director & Chairperson Director DIN : 02380612 DIN : 05110727

Place : Panipat Date: 22.08.2022

Registered Office:

T (+91) 011-47330330

E investor.relations@grmrice.com CIN L74899DL1995PLC064007 W www.grmrice.com

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Annexure 1

Form AOC-1

Statement containing salient features of the financial statement of

Subsidiaries/ Associate Companies/ Joint Ventures. Part “A”: Subsidiaries

(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of the Companies (Accounts) Rules, 2014)

Name of Subsidiary Reporting period for the subsidiary concerned, if diferent from the holding company’s reporting period Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Share capital (Rs.) Reserves & surplus Total assets Total Liabilities Investments Turnover Proft before taxation Provision for taxation Proft after taxation Proposed Dividend % of shareholding		GRM Foodkraft Private Limited 2021-22 2020-21 INR INR 11.50 10.78 885.69 280.71 2541.88 1324.53 2541.88 1324.53 156.00 Nil 18924.65 5795.93 703.63 359.60 179.15 90.51 524.48 269.09 Nil Nil 86.96% 92.76%	GRM 2021-22 Pound 142.18 (703.35) 1111.00 1111.00 5.97 2311.33 (18.08) - (18.08) Nil 100%	(Amount in Lakh) International Holding Ltd GRM Fine Foods Inc. 2020-21 2021-22 2020-21 Pound 100.95 $ $73.50 142.18 5.97 5.97 (689.80) (11.05) (10.89) 2411.41 7.37 7.15 2411.41 7.37 7.15 5.97 Nil Nil 3452.67 - - 614.44 - (4.43) - - - 614.44 - (4.43) Nil Nil Nil 100% 100% 100%

The following information shall be furnished:

1. Names of subsidiaries which are yet to commence operations –NA

2. Names of subsidiaries which have been liquidated or sold during the year - NA

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Part B of the Annexure is not applicable as there are no associate companies/joint ventures of the Company as on March 31,2022.

For Vinod Kumar & Associates Chartered Accountants Firm Registration No. 002304N CA. Mukesh Dadhich Partner Membership No. 511741	Sd/- Mamta Garg Director DIN :05110727 Sd/- Vedant Garg Chief Financial Ofcer	FOR AND ON BEHALF OF THE BOARD GRM OVERSEAS LIMITED Sd/- Atul Garg Managing Director & Chairperson DIN : 02380612 Sd/- Balveer Singh Company Secretary M. No. A59007

Annexure 2 Disclosure pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. A. Top ten employees in terms of remuneration drawn during the year	Sr. No. Name of Employee Designation-Nature of Employment-Qualifcation-Experience-Date of Joining-Age -Current Salary(Rs.)-Salary in Previous Company-Relation with Director -Manager of Company	1 VEDANT GARG CHIEF FINANCIAL OFFICER -BSC IN BUSINESS STUDIES-01 YEARS -28.07.2020-24 YEARS 8400000-NA-SON	2 RATTAN LAL MITTAL MANAGER( ACCOUNTS)-BSC(NON-MEDICAL)-30 YEARS-03.01.1995-63 YEARS -753200-NA-NA	3 RAJ KUMAR MANAGER(COMMERCIAL)-ACCOUNTS-B.COM-27 YEARS-01.07.1999-48 YEARS - 727800-NA-NA	4 A.K.NIJHAWAN SR. MANAGER(ACCOUNTS)-ACCOUNTS-B.COM,MBA(FINANCE)-27 YEARS-09.06.2018-55 YEARS -727800- 878400-NA	5 GAURAV BAJAJ MANAGER (EXPORTS)- B.COM-04 YEARS-01.02.2019-30- 428709-NA-NA	6 NAVEEN KUMAR SR MANAGER(LOGISTICS)-EXPORTS -B.COM.,MBA-12 YEARS-02.07.2018-34 YEARS-665700-825000-NA	7 SANJEEV KUMAR GOEL MANAGER(ACCOUNTS)--B.COM-27 YEARS-01.01.1996-47 YEARS -578200-NA-NA	8 BALBIR SINGH PLANT ENGINEER -DIPLOMA IN MECHANICAL ENGINEERING-27 YEARS-02.11.2016-61YEARS -539400-NA-NA	9 AMOD KUMAR VARMA LAB INCHARGE-LABORATORY-BSC-22 YEARS-01.12.2018-52YEARS - 588528-NA-NA	10 BALRAM CHAUDHARY WAREHOUSE MANAGER-PRODUCTION-B.A.-22 YEARS-01.05.2019-59 YEARS-472500 -NA-NA	B. Employed throughout the fnancial year and were in receipt of remuneration not less than Rupees one crore and two lacs per annum-NA

Place: Panipat

Dated: 22.08.2022

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C. Employed for part of the financial year and were in receipt of remuneration not less than Rupees eight lacs fifty thousand per Month: NA

Annexure 3

Form No. MR-3

Note : None of the employees was in receipt of remuneration in excess of that drawn by Managing Director.

Other Details pertaining to remuneration

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2021-22, ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2021-22 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

SECRETARIAL AUDIT REPORT For the Financial Year Ended 31st March,2022

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

		Remuneration of	% increase in	Ratio of remuneration
		Director/ KMP for	remuneration	of Each Director/ to
Sr.	Name of Director/	Financial Year	in the fnancial	median remuneration
No.	KMP-Designation	2021-22(in Lacs)	year 2021-22	of employees
1	Mr. Hukam Chand Garg	Nil	Nil	NA
2	Mr. Atul Garg-ManagingDirector	168	Nil	75.68
3	Mrs. Nidhi-Director	Nil	Nil	NA
4 5 6	Mr. Nipun Jain-Director Mr. RajKumar Garg-Director Mrs. Mamta Garg-Director	Nil Nil 96	Nil Nil Nil	NA NA 43.24
7	Mr. Gautam Gupta-Director	Nil	Nil	NA
8	Mr. Vedant Garg-CFO	84	Nil	37.84
9	Balveer Singh-CS	3.6	Nil	1.62

• (ii) The median remuneration of employees of the Company during the financial year was Rs. 2.22 lakh. P.A.

• (iii) In the financial year, there was an increase in the median remuneration of employees by 2.78%.

The Members of GRM OVERSEAS LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GRM Overseas Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit for the financial year ended on 31st March, 2022, complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31st March, 2022, in accordance to the provisions of:

• (iii) There were 95 permanent employees on the rolls of Company as on March 31, 2022.

• (iv) Average percentile increase made in the salaries of the employees other than the managerial personnel in the financial year i.e., 2021-22 was 23.60% whereas the percentile increase in the managerial remuneration for the same financial year was 27.89%.

• (v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key

• Managerial Personnel, Senior Management Personnel and other employees.

For and on behalf of the Board

• I. The Companies Act, 2013 (“the Act”) and the Rules made thereunder to the extent applicable;

• II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;

• III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

• IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent

• of Foreign Direct Investment and Overseas Direct Investment;

Date: 22.08.2022 Place: Panipat

Sd/Sd/Atul Garg Mamta Garg Managing Director & Chairperson Director DIN : 02380612 DIN : 05110727

• V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company: -

• a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

• d. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable

• e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

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• f. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

VI. Other Laws which are applicable to the Company:

• The Employees’ Provident Fund & Miscellaneous Provisions Act, 1952.

• The Employees State Insurance Act, 1948.

• The Payment of Gratuity Act, 1972.

• The Labour Laws and Law relating to Payment of Wages.

• Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

• • Miscellaneous Acts:

• a) The Water (Prevention and Control of Pollution) Act, 1974.

• b) The Air (Prevention and Control of Pollution) Act, 1981.

• The Company had declared 3 interim dividends of Rs. 3.25(32.5%), per equity share of Rs. 10 each, Rs. 5 (50%), Per equity Share of Rs. 10 each, Rs. 1 (50%) per equity share of Rs. 2 each in the Board Meeting held on12.08.2021, 27.10.2021 and 24.01.2022 respectively for FY 2021-22 amounting to 15.90 Cr.

• The Company has issued 310500 Convertible Warrants on preferential basis to Promoter and NonPromoter Persons during the financial year 2020-21 and out of which 250500 Warrants were converted into Equity Shares in the same financial year and 60000 warrants are outstanding as on 31.03.2021. The said 60000 Convertible Warrants were converted into equity shares during the financial year on 27.05.2021. No Convertible instruments were pending for conversion as on 31.03.2022

• The Company has allotted Bonus shares to the shareholders in the ratio of 2:1 in the Board Meeting held

  • on 17th July, 2021.

• The Company through Postal Ballot the result of which was declared on 25th October, 2021 has taken approval of Members for sub division of their one (1) equity share of face value of Rs. 10 each into five (5) equity shares of face value of Rs. 2 each fully paid-up. As on 31st March, 2022 the outstanding number of equity shares are 6,00,00,000 of face value of Rs. 2 each fully paid-up.

• c) The Environment (Protection) Act, 1986.

• d) The Factories Act, 1948.

• e) The Industries (Development & Regulation) Act, 1951.

We have also examined compliance with the applicable clauses of the Secretarial Standard-1, Secretarial Standard-2 and Secretarial Standard-3 formulated by The Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

We also report that the compliances of other applicable laws, as listed in Para (VI) above, are based on the Management Certifications.

For Devesh Arora & Associates Company Secretaries

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. The changes in the composition of the Board of Directors during the financial year under review were in accordance and compliance with law.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. During the period, all the decisions in the Board meetings were carried out unanimously.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Sd/CS Devesh Arora Prop. Mem. No.: 49034 COP: 17860 UDIN:A049034D000825911 PR No. 2080/2022

Date:22.08.2022 Place:New Delhi

Note: This report is to be read with our letter of even date which is annexed as Annexure –A and forms an integral part of this report.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:

Sr.	Sr. No. Relevant Provision for
No.	Compliance Requirement	Observation
1	Foreign Exchange Management (Transfer	The Company has fled form FC-GPR for the Bonus Shares
	or Issue of Security by a Person Resident outside India) Regulations, 2000	issued to non-resident shareholders by the Company in compliance with Notifcation No.FEMA. 94 /2003-RB.
		However, the same has not been taken on record and the
		Companyis inprocess of resubmission of the same.

We further report that during the audit period there have been enlisted major actions or events undertaken by the Company which may have a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, guidelines, standards etc:-

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

To,

The Members of GRM OVERSEAS LIMITED

Annexure-A

Annexure-4

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR FINANCIAL YEAR 2021-22

(As prescribed under Section 135 of the Companies Act, 2013 and The Companies (Corporate Social Responsibility Policy) Rules 2014)

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about compliance of laws, rules and regulations and happenings of events etc.

5. The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of efficacy or effectiveness with which the management has conducted the affairs of the Company

7. Brief outline on CSR Policy of the

8. 1) Company

9. Your company believes that Corporate Social Responsibility (CSR) is a means to achieve a balance of economic, environmental and social imperatives, while addressing the expectations of shareholders and all stakeholders. It is a responsible way of doing business. At GRM Overseas Limited, our CSR strategy focuses on aligning corporate goals with development goals thereby enabling inclusive growth. Through the CSR initiatives, your Company strives to provide equitable opportunities for sustainable growth to the less privileged section of the society in association with like-minded institutions in this reporting year. To pursue these objectives we will continue to:

10. Work actively in areas of eradication of hunger and poverty, provide opportunity and financial assistance for the promotion of education, provide medical aid to the needy and downtrodden.

11. Collaborate with like minded bodies like Voluntary organizations, charitable trusts, governments and academic institutes in pursuit of our goals.

12. Interact regularly with stakeholders, review and publicly report our CSR initiatives

Date: 22.08.2022 Place: New Delhi

For Devesh Arora & Associates Company Secretaries

Sd/Devesh Arora Prop. Mem. No.: 49034 COP: 17860 UDIN:A049034D000825911 PR No. 2080/2022

The Company has adopted the CSR policy which is in compliance with Schedule VII read with Section 135 of the Companies Act, 2013.

2) Composition of CSR committee

As required under section 135 of the Companies Act, 2013 the company has formed a CSR committee consisting of the following members:

				Number of meetings
			Number of meetings	of CSR Committee
S.		Designation/Nature of	of CSR Committee	attended during the
**No. **	Name of Director	Directorship	held during theyear	year
1	Mr. Hukam Chand Garg	Chairman	1	1
2	Mr. Atul Garg	Member	1	1
3	Mrs. Kiran Dua	Member (Up to 23.09.2021)	1	NA
4	Mrs. Nidhi	Member (w.e.f. 23.09.2021)	1	1

Note:

1. Mrs. Kiran Dua opted out from the position of Member of CSR committee on 23.09.2019 and resigned from the position of Independent Director w.e.f. 28.09.2021 due to her personal reasons.

2. Mrs. Nidhi was appointed as member of CSR Committee w.e.f. 23.09.2021.

ANNUAL REPORT 2021-22 • 

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GRM OVERSEAS LIMITED

• The Composition of CSR committee, CSR Policy and CSR projects approved by the board are of the company is also available on the website of the company and can be assessed at www.grmrice.com

• Provide the web-link where Composition of CSR committee, CSR Policy and

• 3 CSR projects approved by the board are disclosed on the website of the company. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies

• 4 (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).

The Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, is not applicable for any of the projects carried out by the Company.

• Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social

• 5 responsibility Policy) Rules, 2014 and amount required for set off for the financial NA year, if any

• 6 Average net profit of the company as per section 135(5). Rs. 40,54,65,014/-

• (a) Two percent of average net profit of the Rs. 81,09,300/-

• company as per section 135(5)

(b) Surplus arising out of the CSR projects NA or programmes or activities of the previous financial years.

• 7 (c) Amount required to be set off for the financial year, if any

• NA

(d)Total CSR obligation for the financial Rs. 81,09,300/year (7a+7b- 7c).

• (a) CSR amount spent or unspent for the

• 8 Details as under financial year:

Total Amount Spent for the Financial Year. (in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)
	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specifed under Schedule VII as per second proviso to section 135(5).
	Amount.	Date of transfer.	Name of the Fund	Amount.	Date of transfer.
82,00,000	0.00	-
	0.00	-
	0.00	-

==> picture [488 x 709] intentionally omitted <==

----- Start of picture text -----

CSR Registration number. CSR00001492
CSR Registration number. CSR00001685
(11) Mode of Implementation - Through Implementing Agency Name Sansthanam Abhay Daanam
((8) Mode of implementation - Through implementing agency. Name Shri Madhav Jan Seva
(10) Mode of Implementation - Direct (Yes/No). No
(9) transferred to Unspent CSR Account for the project as per Section 135(6) (in Rs.). 0.00
(7) Mode of implementation - Direct (Yes/No). No
(8) Amount spent in the current financial Year (in Rs.). 51,00,000
(7) Amount allocated for the project (in Rs.). 51,00,000 (6) Amount spent for the project (in Rs.). 31,00,000 31,00,000 Nil Nil Nil
Rs. 82,00,000
(6) Project uration 9-11 months District. Panipat
District.
(5) Location of the project. Haryana
(5) Location of the project. State. UP - Ghaziabad (4) Local area (Yes/ No). Yes
ii
(4) Local area (Yes/No). No
(3) Item from the list of activities in schedule VII to the Act.
(3) Item from the list of activities in Schedule VII to the Act. 4 (animal welfare)
(2) Name of the Project. Sansthanam Abhay Daanam Bird and Animal Hospital (2) Name of the Project Skill Development Center Total
(1) Sl. No. 1. ( c ) Details of CSR amount spent against other than ongoing projects for the financial year: (1) Sl. No. 1. (d) Amount spent in Administrative Overheads: (e) Amount spent on Impact Assessment, if applicable: (f) Total amount spent for the Financial Year (8b+8c+8d+8e): (g) Excess amount for set off, if any:
----- End of picture text -----

ANNUAL REPORT 2021-22 • 

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GRM OVERSEAS LIMITED

**Sr. No. **	Particular	Amount(in Rs.)
1	Two percent of average net proft of the company as per section 135(5)	81,09,300
2	Total amount spent for the Financial Year	82,00,000
3	Excess amount spent for the fnancialyear[(ii)-(i)]	90,700
4	Surplus arising out of the CSR projects or programmes or activities of the previous fnancialyears,if any	Nil
5	Amount available for set of in succeedingfnancialyears[(iii)-(iv)]	NA

1. ( a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable

2. (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

3. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Not applicable

4. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable

For and on behalf of the Board GRM OVERSEAS LIMITED

Sd/Sd/Hukam Chand Garg Atul Garg (Chairman CSR Committee) Managing Director & Chairperson DIN -00673276 DIN : 02380612

Annexure-5

ANNEXURE TO THE DIRECTORS’ REPORT

INFORMATION AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013, FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2022

• (1) Conservation of Energy

Regular preventive maintenance of all Plant & Machinery is carried out to enhance productivity and efficiency of Machineries resulting in considerable power saving.

	Conservation of Energy Regular preventive maintenance of all Plant & Machinery is carried out to enhance productivity and efciencyof Machineries resultingin considerablepower saving.
	Current Year 2021-22 Previous Year 2020-21
	A. Power And Fuel Consumption
	a)Purchase Units Total 7272551 5865886
	Amount(Rs.) 60626012 48318260.5
	Rate/Unit(Rs.) 8.34 8.24
	b)Own Generation
	Through Diesel Generator
	Units(approx.) 441449.25 283932
	Cost of Fuel 11541706.02 5982964
	Cost/Units(Rs.) 26.15 21.07
	B. Consumption Per Unit(M.T.) of Production
	Production Unit(M.T.) 41243.76 34807
	Electricity 7714000.25 6149818

(2) Technology Absorption Research And Development

Date: 22.08.2022 Place: Panipat

echnology Absorption Research And Development
	Current Year	Previous Year
Specifc Areas in which R & D carried out by the company Beneft derived as a result of the above R & D Beneft derived as a result of the above R & D	2021-22 None	2020-21 None
Futureplan of action	None	None

The Company would take R & D activities to improve quality and reduce cost by increasing cost efficiency at all levels.

(3) FOREIGN EXCHANGE EARNING AND OUTGO

		Current Year	Previous Year
		2021-22	2020-21
Foreign Exchange Earnings		8,92,69,28,000	6,74,56,60,219
Foreign Exchange Outgo		Nil
		By Order of the Board
		GRM OVERSEAS LIMITED
		Sd/-	Sd/-
	Atul	Garg	Mamta Garg
	Managing Director & Chairperson		Director
	DIN: 02380612		DIN: 05110727

Place : Panipat Date : 22.08.2022

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

Annexure-6

CORPORATE GOVERNANCE REPORT

FORM NO. AOC - 2

1. CORPORATE GOVERNANCE AND COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

Corporate Governance is about commitment to values and about ethical business conduct. It includes its corporate and other structure, its culture, policies and the manner in which it deals with various stakeholders. Accordingly, timely and accurate disclosure of information regarding the financial performance, future plans and material development affecting the Company, is an integral part of Corporate Governance. The Adoption of good Corporate Governance practices helps to develop a good image of the organization, keeps stakeholders satisfied and attracts best talent. The Company has professional Directors on its Board.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

**S. No. **	Particulars	Details
1.	Name (s) of the related party & nature of relationship	NA
2.	Nature of contracts/arrangements/transaction	NA
3.	Duration of the contracts/arrangements/transaction	NA
4. 5.	Salient terms of the contracts or arrangements or transaction includingthe value,if any Justifcation for enteringinto such contracts or arrangements or transactions’	NA NA
6.	Date of approval bythe Board	NA
7. 8.	Amountpaid as advances,if any Date on which the special resolution was passed in General meeting as required under frstproviso to section 188	NA NA

2. Details of material contracts or arrangements or transactions at Arm’s length basis.

**S. No. **	Particulars	Details
1.	Name (s) of the related party & nature of relationship	GRM Foodkraft Private Limited
		(Subsidiary)
2.	Nature of contracts/arrangements/transaction	Sale of Goods and PackingMaterial
3. 4. 5. 6.	Duration of the contracts/arrangements/transaction Salient terms of the contracts or arrangements or transaction including the value, if any Date of approval bythe Board Amountpaid as advances,if any	14.01.2022 The transaction involves sale / purchase of goods, packaging material and other resources to / from the Subsidiary. Other details as described above. 14.01.2022 NA

For and on behalf of the Board of Directors GRM OVERSEAS LIMITED

Sd/Sd/Atul Garg Mamta Garg Managing Director & Chairperson Director DIN: 02380612 DIN: 05110727

Place : Panipat Date : 22.08.2022

Your Company believes that sound Corporate Governance is critical to enhance and retain investors’ trust and recognizes the importance of transparency and integrity in dealings at all levels. Accordingly, your Company is always keen to ensure that the business is carried on with integrity, honesty and fairness.

The Corporate Governance Philosophy at your company is:

1. To ensure highest level of integrity and quality.

2. To ensure observance of highest standards and levels of transparency, accuracy and accountability and

3. reliability in the organization.

4. To ensure protection of wealth and other resources of the company for maximizing the benefits to the

5. stakeholder of the company.

6. Your company ensures best performance by staff at all levels to maximize the operational efficiency and

7. enhancing the stakeholder’s value.

The Company is in full compliance with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”).

2. BOARD OF DIRECTORS:

2.1. SIZE AND COMPOSITION OF BOARD

The Board of Directors of your Company is well constituted with an adequate numbers of Directors. The policy of the Company regarding size and composition of the Board is to have an optimum combination of Executive and Non-Executive Directors along with Woman Director which clearly demarcate the functions of governance and management. As on March 31, 2022, your Company’s Board has a strength of 08 (Eight) Directors including 2 (Two) Women Director. The Chairman of the Board was a Executive Director. The composition of Board represents an optimal mix of professionals, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the business. The composition of the Board is given 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

As per Regulation 17(1)(b) of the SEBI Listing Regulations, where the listed entity does not have a regular Non- Executive Chairperson, at least half of the Board of Directors shall comprise of Independent Directors. The Chairperson of the Board of the Company was a executive director. Accordingly, at least half of the Board of GRM Overseas should comprise of Independent Directors. Further, at present there are 4 (four) independent directors on the Board of GRM Overseas Limited which is in compliance with the provisions of Composition of Board as per SEBI Listing Regulations.

ANNUAL REPORT 2021-22 • 

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GRM OVERSEAS LIMITED

As per regulation 17(1)( c) of the SEBI Listing Regulations board of Director of top 1000 listed entity shall comprise of not less than six Directors. Accordingly, Company has 8 Directors on the Board of GRM Overseas Limited which is in compliance with the provisions of Composition of Board as per SEBI Listing Regulations.

2.2. The names and categories of the Directors on the Board and the number of directorships and committee memberships/ chairmanship held by them in other Companies as on 31st March 2022 are given below:

					Directorship	Details of
		No. of	Number of		in other	Share held
		Directorship	Committee position		listed entity	by directors
Name of Director	Category of	in the other	held in other		(Category of	in the
(DIN)	Director	Company	Company		Directorship	Company
			**Chairperson **	Member
Mr. Hukam Chand Garg (00673276)	Non Executive (Non Independent Director)	1	NIL	NIL	NIL	15003000
Mr. Atul Garg (02380612)	Executive Director	3	NIL	NIL	NIL	14101490
Mrs. Mamta Garg (05110727)	Executive Director	1	NIL	NIL	NIL	14095500
Mr. Nipun Jain(01075283)	Non Executive (Non Independent Director)	2	NIL	NIL	NIL	Nil
Mr. Jai Kishan Garg (00596709)	Non Executive (Independent Director)	Nil	NIL	NIL	NIL	Nil
	Non Executive
Nidhi(09270573 )	(Independent	Nil	NIL	NIL	NIL	Nil
	Director)
Raj Kumar Garg (08213680) Mr. Gautam Gupta (08519079)	Non Executive (Independent Director) Non Executive (Independent Director)	Nil Nil	NIL NIL	NIL NIL	NIL NIL	Nil Nil

None of the Directors on the Board is a member of more than 10 (ten) Committees or Chairman of more than 5 (five) Committees as specified in Regulation 26 of Listing Regulations. The Directors have made necessary disclosures regarding committee positions in other Companies as at 31st March 2021.

2.3. BOARD MEETINGS AND PROCEDURE

A. Board Meetings

Company’s Corporate Governance Policy requires the Board to meet at least four times in a year. The maximum gap between two board meetings should not be more than 120 (One hundred and twenty) days as prescribed under Regulation 17 of the SEBI Listing Regulations. Additional board meetings may be convened to address the specific needs of the Company.

B. Board Procedure

The Board Meetings are governed by a structured agenda and agenda papers are supported by comprehensive background information to enable directors to take informed decisions. The Managing Director and Company Secretary in consultation with other directors and members of Senior Management, finalize the agenda papers for the Board Meetings.

Detailed Agenda and other explanatory statements in defined agenda format are circulated well in advance before the meeting amongst the board members for facilitating meaningful, informed and focused decisions at the meetings. In case of exigencies or urgency, resolutions are passed by circulation.

In addition to the above information, the Board is also kept informed of major events/items wherever necessary. The Managing Director at the Board Meetings keeps the Board apprised of the overall performance of the Company.

Minutes of proceedings of Board Meetings are properly recorded. The draft Minutes are circulated amongst the members of Board for their comments in terms of applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The final minutes of proceedings of meetings are entered in Minutes Book and signed by the Chairman of the Board within the prescribed timelines. The Company fully complies with the provisions of the Companies Act, 2013, Listing Regulations and Secretarial Standard on Meetings of the Board of Directors in this regard.

C. LIMIT ON THE NUMBER OF DIRECTORSHIPS

None of the Directors is a director in more than 10 public limited companies (as specified in section 165 of the Act) or acts as an Independent Director in more than 7 listed companies or 3 listed companies in case he/ she serves as whole-time director in any listed company (as specified in Regulation 17A of SEBI (LODR) Regulations). None of our Executive Directors are serving as an Independent Director in any other listed entity.

D. NUMBER OF BOARD MEETINGS

During the year ended March 31, 2022, Thirteen Board Meetings were held on May 27, 2021, July 03, 2021, July 09 2021, July 17, 2021, August 12, 2021, September 01, 2021, September 23, 2021, October 27, 2021, December 21, 2021, December 27, 2021 January 14, 2022, January 24, 2022 and March 30, 2022.

E. DIRECTORS’ ATTENDANCE RECORD

	Name of The Director and DIN	Board Meetings Attended During Theyear	Whether Attended Last AGM
	Shri Hukam Chand Garg (DIN: 00673276)	13	Yes
	Smt. Mamta Garg (DIN: 05110727)	13	Yes
	Shri Atul Garg (DIN: 02380612)	13	Yes
	Shri Gautam Gupta(DIN: 08519079)	13	NO
	Shri Vishnu Bhagwan(DIN: 00605506)1 Smt. Kiran Dua(DIN: 06951055)2 Shri Nipun Jain(DIN: 01075283) Shri RajKumar Garg (DIN: 08213680)	00 06 13 13	NA NO Yes Yes
	Mrs. Nidhi(DIN: 09270573)3	09	NO
	Mr. Jai Kishan Garg(DIN: 00596709)4	00	NA

ANNUAL REPORT 2021-22 • 

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GRM OVERSEAS LIMITED

Notes

1. Mr. Vishunu Bhagwan had demised on 13.04.2021

2. Mrs. Kiran Dua Resigned from the position of Independent Director w.e.f. 28.09.2021.

3. Mrs. Nidhi was appointed as Independent Director w.e.f. 12.08.2021

4. Mr. Jai Kishan Garg was Appointed as Independent Director w.e.f. 28.09.2021

F. INTER-SE RELATIONSHIP AMONGST DIRECTORS

Name of Director	Relationship with other Directors
Mr. Hukam Chand Garg	Atul Garg, Son
	Mamta Garg,Daughter in Law
Mr. Atul Garg	Hukam Chand Garg,Father
	Mamta Garg,Wife of Brother
Mrs. Mamta Garg	Atul Garg,Brother of Husband
	Hukam Chan Garg,Father in Law

Key Skill/ Expertise/ Competencies	Name of Directors
	Hukam Chand Garg Atul Garg Mamta Garg Nipun Jain Raj Kumar Garg Nidhi Jai Kishan Garg Gautam Gupta
Appropriate Educational background	       
Good Communication	      
Leadershipskills	      
Management skills	       
Decision making ability	       
Accounting or related fnancial management expertise	      
Business Background	      

G. NUMBER OF SHARES AND CONVERTIBLE INSTRUMENTS HELD BY EXECUTIVE AND NON-

EXECUTIVE DIRECTORS;

**Sr. No. **	Name of Director	Category	Number of Share
1	Mr. Hukam Chand Garg	Non-Executive Director	15003000
2	Mr. Atul Garg	Executive Director	14101490
3	Mrs. Mamta Garg	Executive Director	14095500

H. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the provisions of Regulation 25 of the SEBI Listing Regulations, all Independent Directors are familiarized about the company, through various programs from time to time, including the following:

J. CONFIRMATION OF INDEPENDENCE OF INDEPENDENT DIRECTOR

It is hereby confirmed that in the opinion of the board of directors of the company, the independent directors of the company fulfill the conditions specified in the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 and are independent of the management.

K. DETAILED REASONS FOR THE RESIGNATION OF AN INDEPENDENT DIRECTOR WHO RESIGNS BEFORE THE EXPIRY OF HIS TENURE ALONG WITH A CONFIRMATION BY SUCH DIRECTOR THAT THERE ARE NO OTHER MATERIAL REASONS OTHER THAN THOSE PROVIDE.

Mrs. Kiran Dua and Mr. Jai Kishan Gag has resigned from the position of Independent Director w.e.f. 28.09.2021 and 09.06.2022 respectively due to their personal reasons. Further, it is confirmed that there were no other material reasons for his resignation.

• a) nature of the industry in which the company operates;

• b) business model of the company;

• c) roles, rights and responsibilities of Independent Directors; and d) any other relevant information.

The Company conducts familiarization program for Independent Directors at regular intervals. The details of the same are given at the following web link of the Company http://www.grmrice.com/investor/

I. SKILLS/EXPERTISE/COMPETENCE OF THE BOARD OF DIRECTORS SPECIFYING THE FOLLOWING

• a) The list of core skills/expertise/competencies identified by the board of directors as required in the context of its business(es) and sector(s) for it to function effectively are as follows:

• Appropriate Educational background,- Good Communication,- Leadership skills,- Management skills,Decision making ability,- Accounting or related financial management expertise,- Business Background

3. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committee’s purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Company’s financial statements, the appointment, independence and performance of the statutory auditors and the internal auditors and to meet out the requirements of Listing Regulations.

i. Terms of Reference:

The terms of reference of the Audit Committee covers all matters specified under Part C of Schedule II of the Listing Regulations and Section 177 of the Companies Act, 2013 which inter-alia includes the following:

• b) Names of directors who have such skills / expertise / competence.

ANNUAL REPORT 2021-22 • 

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GRM OVERSEAS LIMITED

The Audit Committee has the following powers:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee and from the records of the Company.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

The role of the Audit Committee includes the following:

• 1) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

• 2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of Statutory Auditors and the fixation of Audit Fees.

• 3) Review and monitor the auditor’s independence and performance, and effectiveness of audit process.

• 16) Approval of Appointment of CFO (i.e. the whole time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background etc. of the candidate.

• 17) Carrying out such other function(s) as may be specifically referred to the Committee by the Board of Directors and/or other Committee(s) of Directors of the Company.

• 18) To review the following information:

  • The management’s discussion and analysis of financial condition and results of operations;

  • • Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

  • All material individual transactions with related parties or others, which are not on an arm’s length basis, together with management’s justification for the same;

  • Management letters / letters of internal control weaknesses issued by the Statutory Auditors;

  • Internal audit reports relating to internal control weaknesses.

• 4) Approval of payment to statutory auditors for any other services rendered by the Statutory Auditors.

• 5) Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

• 19) Approval or any subsequent modification of transactions of the Company with related parties.

• 20) Scrutiny of inter-corporate loans and investments

• 21) Valuation of undertakings or assets of the Company, wherever it is necessary.

• Matters required to be included in the Directors’ Responsibility Statement to be included in the Directors’ Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013.

• • Changes, if any, in accounting policies and practices and reasons for the same.

• Major accounting entries involving estimates based on the exercise of judgment by management.

• • Significant adjustments made in the financial statements arising out of audit findings.

• • Compliance with listing and other legal requirements relating to financial statements.

• • Disclosure of any related party transactions.

• 22) The appointment, removal and terms of remuneration of the Chief Internal Auditor if any shall be subject to review by the Audit Committee.

• 23) To review and monitor management responsiveness to findings and recommendations of Internal Auditors.

• 24) Review the Company’s Compliance with employee’s benefits plans.

• 25) Oversee and review the Company policies regarding information technology and management information systems.

ii) Composition:

• Modified opinion(s) in draft audit report.

• 6) Reviewing with the management, the quarterly financial statements before submission to the Board for approval.

• 7) Examination of the financial statement and the auditors’ report thereon.

• 8) Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

• 9) Reviewing with the management, the performance of Statutory and Internal Auditors, adequacy of internal control systems & to ensure compliance of internal control systems.

• 10) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

• 11) Discussion with Internal Auditors, any significant findings and follow up thereon and scope of Internal Audit.

• 12) Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

• 13) Discussion with Statutory Auditor before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain areas of concern including observations of auditors.

• 14) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

• 15) To review the functioning of the Whistle Blower Mechanism, if any.

At the end of closure of Financial year ended 31st March 2022 the Audit committee consists of three independent directors, Mr. Raj Kumar Garg, Ms. Nidhi and Mr. Gautam Gupta. Mr. Raj Kumar Garg has been designated as chairman of the committee. The committee met 7 times during the financial year ended March 31, 2022 on 27 May 2021, 12 August 2021, 01 September 2021, 27 October 2021, 14 January 2021, 24 January 2021, and 30 March 2022. The attendance records of the members at the meeting were as follows:

	Name of The Member	Designation	No Meetings of Attended
	Shri Raj Kumar Garg	Chairman	7
	Smt. Kiran Dua1 Shri Gautam Gupta	Member Member	3 7
	Smt. Nidhi2	Member	4

Note:

1. Mrs. Kiran Dua has resigned from the position of Independent Director w.e.f. 28.09.2021 due to her personal reasons. Further, it is confirmed that there were no other material reasons for her resignation.

2. Mrs. Nidhi was appointed as member of Committee w.e.f. 23.09.2021.

B. NOMINATION & REMUNERATION COMMITTEE AND POLICY:

i. Terms of reference:

• 1) It shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance.

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• 2) It shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

• 3) It shall, while formulating the remuneration policy ensure that –

• a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

• b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The above terms of reference are in line with the provisions of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

ii. Remuneration Policy

The Remuneration policy of the Company is to lay down a framework in relation to remuneration of Directors, KMP, Senior Management Personnel and other Employees and directed towards rewarding performance, based on review of achievements on periodic basis.

The remuneration paid to Directors, Key Managerial Personnel (KMP) and Senior Management is recommended by the Remuneration Committee and approved by the Board of Directors in the Board Meeting, subject to the subsequent approval by the shareholders (for Directors only) at the General Meeting and such other authorities, as the case may be.

The Non-Executive Directors will be paid with the sitting fee, if any, subject to the approval of Board of Directors/ including any sub-committee thereof, upto the limit as specified under the Companies Act, 2013 and also in Compliance with the SEBI Listing Regulations.

The Nomination and Remuneration policy is available on the website of the company at www.grmrice.com

iii. Composition:

• a) The Appointment & Remuneration Committee comprises of three Independent Directors as on 31st March 2022.

Name Designation Shri. Raj Kumar Garg Chairman Shri. Gautam Gupta Member Smt. Kiran Dua[1] Member Smt. Nidhi[2] Member

Note:

1. Mrs. Kiran Dua has resigned from the position of Independent Director w.e.f. 28.09.2021 due to her personal reasons. Further, it is confirmed that there were no other material reasons for her resignation.

2. Mrs. Nidhi was appointed as member of Committee w.e.f. 23.09.2021.

The committee met 2 times during the financial year ended March 31, 2022 on 12th August, 2021 and 01st September, 2021.The attendance record of the members at the meeting were as follows:

	Name of The Member Shri. Raj Kumar Garg	Designation Chairman	No Meetings of Attended 2
	Smt. Kiran Dua	Member	2
	Shri Gautam Gupta	Member	2
	Smt. Nidhi	Member	NA

iv. Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

C. STAKEHOLDER’S RELATIONSHIP COMMITTEE:

i. Terms of Reference

The terms of reference and the ambit of powers of Stakeholders Relationship Committee are as per Regulation 20 and Part-D of Schedule II of SEBI Listing Regulations read with Section 178 of the Companies Act, 2013, and allied rules as may be notified from time to time.

ii. Composition:

a) The Committee consists of three independent directors as on closure of Financial year ended 31st March 2022, Shri Raj Kumar Garg , Smt. Nidhi, Shri Gautam Gupta. Shri. Raj Kumar Garg, has been designated as chairman of the committee. The committee met Two time during the financial year ended March 31, 2022 on 07th April, 2021; 13 December, 2021. The attendance record of the members at the meeting were as follows:

	Name of The Member	Designation	No Meetings of Attended
	Shri. Raj Kumar Garg	Chairman	2
	Shri. Gautam Gupta	Member	2
	Smt. Kiran Dua1	Member	1
	Smt. Nidhi2	Member	1

Note:

1. Mrs. Kiran Dua has resigned from the position of Independent Director w.e.f. 28.09.2021 due to her personal reasons. Further, it is confirmed that there were no other material reasons for her resignation.

2. Mrs. Nidhi was appointed as member of Committee w.e.f. 23.09.2021.

b) The Stakeholders Relationship Committee of GRM Overseas Limited is responsible for the Duties

and functions which includes the following:

• To approve or deal with applications for Transfer, Transmission, Transposition and Mutation of Share Certificates including duplicate, split, sub-division or consolidation of certificates and to deal with all related matters.

• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services

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being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

c) During the year 2021-22, complaints were received from shareholders and investors are as follows:

Investor Grievance Redressal:

Pursuant to the Regulation 13 of SEBI Listing Regulations, Company has duly filed with the recognized stock exchange(s) on a quarterly basis, within twenty one days from the end of each quarter, a statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed off during the quarter and those remaining unresolved at the end of the quarter.

Complaints received from Investors/ shareholders are promptly attended to.

Status of complaints received, resolved and pending during the Financial Year 2021-22 is as follows:

Opening	Received	Resolved	Closing
0	1	1	0

As on March 31, 2022, no request for registration of transfer of shares/dematerialization was pending.

d) Process of transfer of shares

All complete and valid requests for transfer/transmission of shares are given effect to within the time stipulated in the SEBI (LODR) Regulations, 2015.

D. RISK MANAGEMENT COMMITTEE:

The Company has formed a Risk Management Committee (“RMC”) as per the Regulation 21 of the SEBI (LODR) Regulations on 12th August, 2021.

b) Composition and Meeting

The Committee consists of three independent directors as on closure of Financial year ended 31st March 2022, Shri Raj Kumar Garg , Smt. Nidhi, Shri Gautam Gupta. Shri. Raj Kumar Garg, has been designated as chairman of the committee. The committee met two time during the financial year ended March 31, 2022 on 12th August, 2021 and 24 January 2022. The attendance record of the members at the meeting were as follows:

	Name of The Member	Designation	No Meetings of Attended
	Mr. Raj Kumar Garg Mr. Gautam Gupta Mrs. Nidhi	Chairman Member Member	2 2 2

E. REMUNERATION OF DIRECTORS

Remuneration to Executive and Non Executive Director and Criteria for making payment to Non Executive Director:

The Company does not have any pecuniary relationship with any of its Non-Executive Directors.

Mr. Hukam Chand Garg ,Non Executive Director hold share in the company which are as follows:

**Sr. No. **	Name of Director	Category	Number of Share
1	Mr. Hukam Chand Garg	Non executive Director	15003000

The Non-Executive Independent Directors are not paid any remuneration and sitting fee for attending meetings of the Board and the Committees. Criteria for Making payment to Non Executive director is placed on the website of the company on following link: http://www.grmrice.com/wp-content/uploads/2012/06/Criteria-ofMaking-Payment-to-Non-Executive-Director.pdf

a) Non Executive Directors and Executive Directors

a) Terms of Reference

• i. laying down risk assessment and minimization procedures and the procedures to inform Board on the same;

• ii. framing, implementing, reviewing and monitoring the Risk Management Policy for the Company and strengthening of the risk management systems;

• iii. monitoring and reviewing from time to time the approved risk management plan and also to review and consider any other matter that may be delegated to it by the Board from time to time;

• iv. working with head / in-charge of the respective department / function to ensure that the risk management processes are implemented in accordance with agreed risk management policy and strategy;

• v. allocating adequate resources to mitigate and manage risk and minimise their adverse impact on outcomes;

• vi. provide advice and tools to staff, management and Board on risk management issues within the organisation, including facilitating workshops in risk identification;

• vii. oversee and update organisational-wide risk profiles, with input from head / in-charge of the respective department / function;

• viii. monitor and review the functioning of cyber security of the Company;

• ix. performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law to be attended to by the Risk Management Committee

				Salary including
	Sr.			perquisites and		Sitting
	No.	Name of Director	Category	allowances	Commission	Fee
	1.	Hukam Chand Garg	NE-Non Independent Director	Nil	Nil	Nil
	2.	Atul Garg	ManagingDirector	168.00 Lakh	Nil	Nil
	3.	Mamta Garg	Executive Director	96.00 Lakh	Nil	Nil
	4.	Nipun Jain	NE-Non Independent Director	Nil	Nil	Nil
	5.	Vishnu Bhagwan	NE-Independent Director	Nil	Nil	Nil
	6. 7. 8.	Rajkumar Garg Kiran Dua Gautam Gupta	NE-Independent Director NE-Independent Director NE-Independent Director	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
	9	Nidhi	NE-Independent Director	Nil	Nil	Nil

• Services of the Managing Director and Executive Director may be terminated as determined by Nomination and remuneration committee and Board. There is no separate provision for payment of severance pay.

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F. CORPORATE SOCIAL RESPONSIBILTY (CSR) COMMITTEE:

In accordance with provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Company has a well-established Corporate Social Responsibility Committee, to formulate and recommend to the Board, CSR activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013, to recommend the amount of expenditure to be incurred on such activities and to monitor the Corporate Social Responsibility Policy of the company from time to time.

The Corporate Social Responsibility Committee of GRM Overseas is responsible for the functions which

includes the following:

• Formulate and Recommend to the Board, a Corporate Social responsibility Policy which shall indicate the activities to be under taken by the company as specified in Schedule VII of the Companies Act, 2013.

Composition of the Committee

As required under section 135 of the Companies Act, 2013 the company has formed a CSR committee consisting of the following members:

Name of Director Designation Mr. Hukam Chand Garg Chairman Mr. Atul Garg Member Mrs. Kiran Dua Member (until 28.09.2021) Mrs. Nidhi Member (w.e.f. 23.09.2021)

The committee met 1 time during the financial year ended March 31, 2022 on 27 October, 2022.The attendance record of the members at the meeting were as follows

• To recommend the amount of expenditure to be incurred on the activities referred in policy.

• Monitoring Corporate Social Responsibility Policy of the company from time to time.

• Prepare transparent monitoring mechanism for ensuring implementation of the projects, programmes, activities proposed to be undertaken by the Company.

The Duties of the Corporate Social Responsibility Committee of GRM Overseas includes the following:

	Name of Members	Designation	No Meetings of Attended
	Mr. Hukam Chand Garg	Chairman	1
	Mr. Atul Garg	Member	1
	Mrs. Kiran Dua1	Member	NA
	Mrs. Nidhi2	Member	1

• Consider and formulate the Company’s value and strategy as regards to CSR.

• Develop and review the CSR policies relating to workplace quality, environmental protection, operating practices and community involvement.

• Identify CSR issues, and related risks and opportunities that are relevant to the Company’s operations, and incorporate the issues or factors into the Company’s existing risk management.

• Monitor and oversee the implementation of the Company’s CSR policies and practices to ensure compliance with the applicable legal and regulatory requirements.

• Evaluate and enhance the Company’s CSR performance and make recommendation to the Board for improvement.

Note:

1. Mrs. Kiran Dua has resigned from the position of Independent Director w.e.f. 28.09.2021 due to her personal reasons. Further, it is confirmed that there were no other material reasons for her resignation.

2. Mrs. Nidhi was appointed as member of Committee w.e.f. 23.09.2021.

4. GENERAL BODY MEETING

a) Details of last three Annual General Meetings are as under.

• Review and endorse the Company’s Annual CSR Report for Board’s approval for public disclosure.

• Contribute towards better society and a Cleaner Environment.

• Develop and review the CSR policies relating to workplace quality, Environmental Protection, Operating Practices and Community Involvement.

• Identify CSR issues, and related risks and opportunities that are relevant to the Company’s operations, and incorporate the issues or factors into the Company’s existing Risk Management.

• Evaluate and enhance Company’s CSR performance and make recommendation to the Board for improvement.

• Prepare Transparent monitoring mechanism for ensuring implementation of the projects, programs, activities proposed to be undertaken by GRM Overseas.

	Financial Year	Date	Time	Venue
	2020-2021	28-09-2021	11:00 A.M	Video Conferencing (VC)/Other
				Audio Visual Means(OAVM)
	2019-2020	30-09-2020	11:00 A.M	MH One Resort Hotel
				Bakoli Alipur, Main G.T. Karnal Road
				Delhi-110036
	2018-2019	30-09-2019	11:00 A.M	MH One Resort Hotel
				Bakoli Alipur, Main G.T. Karnal Road
				Delhi-110036

• Monitor Corporate Social Responsibility Policy of GRM Overseas from time to time.

The company has formulated the CSR Policy in line with Schedule VII of the Companies Act, 2013, which is available on the website of the Company at www.grmrice.com

Extra Ordinary General Meeting

No Extra Ordinary General Meeting of the members was held during FY 2021-22

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b) Special resolution:

Year	2019	2020	2021
Resolutions	1. To Approve appointment	1. To approve Increase	1. To Approve appointment
	and payment of	of remuneration of Mr.	of Mrs. Nidhi (DIN:
	Remuneration of Mr. Atul	Atul Garg as Managing	09270573) as a Non-
	Garg, Managing Director	Director of the Company	executive Independent
	of Company.	2. To approve Increase	Director
	2. To approve remuneration	of remuneration of	2. To Approve appointment
	of Mrs. Mamta Garg,	Mrs. Mamta Garg as a	of Mr. Jai Kishan Garg
	Executive Director of	Executive Director of the	(DIN-00596709) as a Non
	Company.	Company	executive Independent
	3. To approve the	3. To Approve Increase of	Director
	appointment Mr. Vishnu	the borrowing Limit of
	Bhagwan as non-	Company Under Section
	executive Independent	180(1)(C ) of Companies
	director on the Board of the Company who has	Act, 201 4. To Approve Increase
	attained age of 75 Years	of Limit of Creation of
	4. To Appoint Mrs. Kiran	Charge on the Assets
	Dua for 2nd Term as	of the Company on
	Independent Director of	borrowing under Section
	Company	180(1)(a) of Companies
		Act,2013

5. MEANS OF COMMUNICATION

The Quarterly Un-Audited (Provisional) Results and the Annual Audited Financial results of the company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English newspaper which include The Financial Express and Jansatta. Also they are uploaded on the company’s website www.grmrice.com. The results are published in accordance with the guidelines of the Stock Exchanges.

6. SHAREHOLDERS INFORMATION

a) Annual General Meeting

Date: September 30, 2022

Venue: 28th Annual General Meeting will be held on Friday, September 30, 2022 at Tivoli Grand, Main GT Karnal Road, Alipur, New Delhi-110036 at 9:30 AM.

b) Financial Year:

April 01 to March 31. for the financial year 2022-23, the tentative dates for declaration of Quarterly unaudited results will be by Mid of August, 2022, Mid of November, 2022, Mid of February, 2022 and Mid of may, 2023.

c) Dividend Payment Date:

No Final Dividend is recommended by the Board for the Approval of Members at the Ensuing Annual General Meeting.

d) Book Closure:

c) Postal Ballot:

For the year ended March 31, 2022 there have been 5 ordinary resolutions passed by the Company’s Shareholders through postal ballot.

d) Conduct the Postal Ballot Exercise

Mr. Devesh Arora of Devesh Arora & Associates, appointed as the Scrutiniser, had conducted three postal ballot voting processes results of which were declared on 02.07.2021, 25.10.2021 and 18.02.2022 respectively.

e) Details of special resolution proposed to be conducted through postal ballot

No Special Resolution proposed to be transacted through postal ballot.

f) Procedure of Postal ballot

The register of members and share transfer books of the company shall remain closed from September 24, 2022 to September 30, 2022 (both days inclusive) for purpose of Annual General Meeting.

e) Listing in stock exchange and stock code

The names of stock exchanges at which the equity shares are listed, respective stock code and ISIN are as under:

	Name of the stock Exchange	Stock Code No.	ISIN
	The Bombay Stock Exchange	531449	INE192H01012
	BSE Limited, P. J. Towers, Dalal Street,
	Mumbai 400 001

f) Market Price Data:

High/Low of Market price of Company’s equity shares traded on the Bombay Stock Exchange Ltd. during the financial year ended on March 31, 2022 was as follows:

The postal ballot is conducted in accordance with the procedure set out in Section 110 of the Companies Act, 2013 read with rule 22 of Companies (Management and Administration) Rules, 2014, Regulation 44 of the Listing Regulations and various Circular issued by MCA and SEBI in this regard.

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GRM OVERSEAS LIMITED

Month Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22

**Month **	**Apr-21 **	**May-21 **	**Jun-21 **	**Jul-21 **	**Aug-21 **	**Sep-21 **	**Oct-21 **	**Nov-21 **	**Dec-21 **	**Jan-22 **	**Feb-22 **	Mar-22
High Price	2186.35	2834.35	2940	2500	1028.15	1156.4	1150	1239.35	656.65	935.4	858.4	641.2
Low Price	1651.1	2053.05	2257.65	674	652.05	937.05	911	235.5	394.1	610	506.35	548

g) Performance in comparison to broad-based indices such as BSE Sensex

==> picture [228 x 139] intentionally omitted <==

----- Start of picture text -----

3,000.00 64000
59000
2,500.00
54000
2,000.00
49000
1,500.00 44000
39000
1,000.00
34000
5,00.00
29000
0.00 24000
Apr May June July Aug Sept Oct Nov Dec Jan Feb Mar
21 21 21 21 21 21 21 21 21 22 22 22
GRM Ovearseas Ltd. Sensex (Closing)
----- End of picture text -----

h) Share Transfers Agents:

M/s MAS Services Limited

T-34 IInd Floor, Okhla Industrial Area, Phase -II, New Delhi- 110020. Email - Info@Masserv.com

i) Share Transfer System:

In terms of Regulation 40(1) of SEBI Listing Regulations, as amended, securities can be transferred only in dematerialized form w.e.f. April 1, 2019, except in case of request received for transmission or transposition of securities. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company.

j) Distribution of shareholding as on March 31, 2022

NO. OF SHAREHOLDERS	% TO TOTAL	SHARE HOLDING OF NOMINAL VALUE OF RS	NO. OF SHARE	AMOUNT IN RS	% TO TOTAL
17878	97.967	1 TO 5000	1658106	16581060	2.764
139	0.762	5001 TO 10000	500257	5002570	0.834
100	0.548	10001 TO 20000	748921	7489210	1.248
39	0.214	20001 TO 30000	491365	4913650	0.819
17	0.093	30001 TO 40000	301854	3018540	0.503
8	0.044	40001 TO 50000	174656	1746560	0.291
30	0.164	50001 TO 100000	1095705	10957050	1.826
38	0.208	100001 AND ABOVE	55029136	550291360	91.715
18249	100.00	TOTAL	60000000	600000000	100.00

TOTAL SHARE HOLDERS IN NSDL	4160	TOTAL SHARES IN NSDL	13352084
TOTAL SHARE HOLDERS IN CDSL	14226	TOTAL SHARES IN CDSL	46445916
TOTAL SHARE HOLDERS IN PHY	29	TOTAL SHARES IN PHY	202000
TOTAL SHARE HOLDERS	18415	TOTAL SHARE HOLDERS	60000000

166 HOLDERS ARE COMMON IN DEMAT & PHYSICAL

Share Holding Pattern:

Category code	Number of Shareholders	Total number of shares held	Shareholding as a % of total no.of shares
Promoter and promoter Group	3	43199990	72.00
Foreign Portfolio Investors	2	73198	0.12
Individuals	17982	9553225	15.92
Bodies Corporate	72	4205044	7.01
Non-resident indian Non-Repeat	146	261659	0.44
Clearing Member	41	27961	0.05
Trust	2	1448	0.002
Investors Education and Protection Fund	1	2677475	4.46
Total	18249	60000000	100

k) Dematerialization of shares and liquidity

The Company’s shares are compulsorily traded in dematerialized form on BSE. 59798000 Equity shares of the Company representing 99.66 percent of the Company’s equity share capital are dematerialized as on March 31, 2022 and only 0.34 percent of sahres representing 202000 are in physical as on 31st March 2022 . Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company’s shares is INE192H01020 .

l) Outstanding GDR’s/ADR’s/Warrant’s/Convertible instruments and their impact on equity

The Company has not issued any GDRs/ADRs in the past and hence, as on March 31, 2022, the Company does not have any outstanding GDRs/ADRs./Warrants/Convertible Instruments.

m) Commodity price risk or foreign exchange risk and hedging activities:

The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not applicable.

n) Plant Location:

a) GRM OVERSEAS LIMITED,

Gohana Road, (Near Sugar Mill), Panipat–132 103 (Haryana)

b) GRM OVERSEAS LIMITED,

Gohana Road, Village Naultha, Panipat–132103(Haryana)

c) GRM OVERSEAS LIMITED

328-329, GIDC Estate, Near Mid India Gandhidham Road, Mithirohar Taluka, Gandhidham, Kutch, Gujrat

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Committee to make any representation

d) Address for correspondence:

GRM OVERSEAS LIMITED,

128, First Floor, Shiva Market, Pitampura,Delhi-110034. Website: www.grmrice.com, Email: investor.grm@gmail.com

• d) Company has complied with the mandatory requirements of Regulation 17 of SEBI (LODR) Regulations, 2015.

• e) web link where policy for determining ‘material’ subsidiaries is disclosed: http://www.grmrice.com/wpcontent/uploads/2012/06/Policy-on-Material-Subsidiary-Final.pdf

• f) web link where policy on dealing with related party transactions: http://www.grmrice.com/wp-content/ uploads/2012/06/Policy-on-RPT-final.pdf

• g) Company has not hedged any commodity price risk and there are no Commodity hedging Activity.

o) Transfer of Unpaid/Unclaimed Dividend Amount to Investor Education and Protection Fund (IEPF)

• h) The Company has not obtained any public funding during the Financial Year ended 31st March 2022.

• i) Details of utilization of funds raised through preferential allotment:

As per the provisions of Section 124 (5) & 124(6) of the Companies Act, 2013, the Company is required to transfer unpaid dividends remaining unclaimed and unpaid for a period of 7 years from the due date (s) to the IEPF setup by the Central Govt.

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares

Further in terms of the Ministry of Corporate Affairs (MCA) Circular dated May 10, 2012, the Company has filed necessary details with the office of the Registrar of Companies, NCT of Delhi & Haryana, New Delhi. All Shareholders, whose dividend is unclaimed pertaining to FY 2014-15 onwards, are requested to lodge their claim with RTA / Company by submitting an application supported by an indemnity on or before their respective date of transfer to IEPF as subsequently no claim will lie against the Company, once this amount is deposited with IEPF. Given below are the details when the unclaimed dividend is due for transfer to IEPF by the Company:

Financial Year	Date of Declaration	Due date of Transfer of IEPF*
2017-18	29.09.2018	30.10.2025
2018-19	30.09.2019	30.10.2026
2019-20	30.09.2020	30.10.2027
2020-21	10.03.2021	15.04.2028
2021-22	12.08.2021	18-09-2028
2021-22	27.10.2021	03-12-2028
2021-22	24.01.2022	02-03-2029
2022-23	27.05.2022	03-07-2029
2022-23	17.08.2022	23-09-2029

*Indicative date, actual may vary

During the Financial Year 2020-21, the Company raised the funds through (i) issue of warrants convertible into equity shares on preferential basis to promoter and Non Promoter persons and the funds raised upon conversion of 60000 Convertible Warrants into Equity Shares through the respective issue was utilised for the purpose for which it was raised.

• j) A certificate from a Devesh Arora & Associates, company secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is obtained and annexed in Annexure-C .

• k) There is no event where board had not accepted any recommendation of any committee of the board which is mandatorily required, in the relevant financial year.

• l) Total fees for all services paid by the listed entity to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part.

Particulars	Year Ended 31st March, 2022 Amount in Lakhs
Audit Fees	6.00
Taxation Matters	0.50
Fees for other Services	0.25
Total	6.75

• m) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a. number of complaints filed during the financial year: Nil

b. number of complaints disposed of during the financial year: N.A.

c. number of complaints pending as on end of the financial year: Nil

7. Other Disclosure

• a) During the year, there were no transactions of material nature with the related parties that had potential conflict with the interest of the Company at large.

• b) There were no instances of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets, during the last three years. However, Company has delayed Shareholding pattern by one day during the Financial Year 2020-21 and Stock Exchange Imposed Fine of Rs. 2360 inclusive of GST in terms SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020.

• c) The Company has formulated Whistle Blower Policy and the same has been posted on website of the Company at www.grmrice.com. No employee of the Company has been denied access to the Audit

8. Non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) above, with reasons thereof shall be disclosed.

The Company has complied with the requirements of Corporate Governance report of sub paras (2) to (10) as per Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

9. The Company has adopted discretionary requirements as specified in Para E to Schedule II to SEBI (LODR) Regulations, 2015 to the extent to maintenance of Chairperson’s office, having separate posts of Chairperson and Chief Executive Officer, moving towards a regime of Financial Statements with unmodified opinion and reporting of Internal Auditor directly to Audit Committee.

10. DISCLOSURE OF COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN

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GRM OVERSEAS LIMITED

REGULATION 17 TO 27 AND REGULATION 46 OF LISTING REGULATIONS

The Company has complied with the applicable provisions of Listing Regulations including Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46. Further, there is no non-compliance of any requirement of corporate governance report of sub paras (2) to (10) of Part C to Schedule V.

11. Declaration signed by the Managing Director stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management. Annexure-A

1 2. CERTIFICATE FROM PRACTICING COMPANY SECRETARY REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

M/s. Devesh Arora & Associates, Company Secretaries has audited the conditions of the Corporate Governance and after being satisfied with the compliance of the same, a certificate on compliance of the same has been issued to the Company, which is attached to this report. Annexure-B

13. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

DECLARATION REGARDING AFFIRMATION OF CODE OF CONDUCT

In terms of the requirements of Listing Obligation and Disclosure Requirements 2015, this is to confirm that all the members of the Board and the Senior Management personnel have affirmed Compliance with the Code of Conduct for the year ended March 31, 2022.

For and on behalf of the Board of Directors GRM OVERSEAS LIMITED

Sd/Sd/Atul Garg Mamta Garg Managing Director & Chairperson Director DIN: 02380612 DIN: 05110727

Place : Panipat Date: 22.08.2022

Annexure-B

As required by Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Certificate from Devesh Arora & Associates, Company Secretaries is attached. Annexure-C

14. CEO/ CFO Certification (Compliance Certificate)

As required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, The CEO and CFO certification on the Financial Statements and the cash flow statement for the year is given at the end of the report on Corporate Governance as Annexure D

15. The Company don’t have any Demat suspense account/unclaimed suspense account, as the same is not required.

1 6. The Company has established a comprehensive Enterprise Risk Management (ERM) Policy that includes risk identification, risk assessment, risk mitigation and monitoring on a periodic basis. External and internal risk factors that could potentially affect performance of the Company vis-a-vis stated objectives are identified and reported in the business review meetings periodically. These are subsequently reported to the Board.

17. Directors’ Report has a detailed section on Management Discussion and Analysis covering inter-alia a separate section on Risk Management.

18. Company files quarterly compliance report on Corporate Governance with Stock Exchanges pursuant to Regulation 27 of SEBI (LODR) Regulations, 2015 and copies thereof are placed before the next Board Meeting.

19. As required by Regulation 36(3) of SEBI (LODR) Regulations, 2015, particulars of directors seeking appointment/ re-appointment are given in the Notice convening the ensuing Annual General Meeting.

Annexure A

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CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

PRACTICING COMPANY SECRETARY CERTIFICATE ON CORPORATE GOVERNANCE

To,

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Members

M/s GRM OVERSEAS LIMITED 128, First Floor, Shiva Market Pitampura North Delhi-110034

We have examined the compliance of conditions of Corporate Governance by GRM Overseas Limited. (“the Company”), for the financial year ended March 31, 2022, as stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The compliance of conditions of Corporate Governance is the responsibility of the management of the Company. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V to the Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the

efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Devesh Arora & Associates Company Secretaries

Sd/Devesh Arora Prop. Mem. No.: 49034 COP: 17860 UDIN - A049034C000825942

Date: 22.08.2022 Place: New Delhi

Annexure-C

To,

The Members of GRM OVERSEAS LIMITED

We have examined the relevant registers, records, forms, returns disclosures received from the Directors of GRM OVERSEAS LIMITED having CIN L74899DL1995PLC064007and having registered office at 128, 1ST Floor, Shiva Market, Pitampura, Delhi-110034 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ended 31st March 2022 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or by any other such Statutory Authority.

	Sr. No.	Name of the Director	DIN	Date of appointment in the Company
	1	Mr. Hukam Chand Garg	00673276	03/01/1995
	2	Mr. Atul Garg	02380612	14/02/2011
	3	Mrs. Nidhi	09270573	12/08/2021
	4	Mr. Nipun Jain	01075283	14/08/2018
	5	Mr. Raj Kumar Garg	08213680	29/09/2018
	6	Mr. Jai Kishan Garg	00596709	28/09/2021
	7	Mrs. Mamta Garg	05110727	14/08/2019
	8	Mr. Gautam Gupta	08519079	14/08/2019

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Devesh Arora & Associates Company Secretaries

Sd/Devesh Arora Prop. Mem. No.: 49034 CP No. 17860 UDIN - A049034C000825964

Date: 22.08.2022 Place: New Delhi

Annexure-D

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GRM OVERSEAS LIMITED

BUSINESS RESPONSIBILITY REPORT

CERTIFICATE OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER ON CORPORATE GOVERNANCE

The Board of Directors

M/s. GRM Overseas Limited,

128, First Floor, Shiva Market Pitampura North Delhi 110034

We, Atul Garg, Managing Director and Vedant Garg, Chief Financial Officer, responsible for finance function certify that:

1. We have reviewed financial statements and the cash flow statement for the year ended on March 31, 2022 and that to the best of our knowledge and belief:

2. (a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

3. (b) These statements together present a true and fair view of the listed entity’s affairs and are in compliance with existing Indian Accounting Standards (Ind AS), applicable laws and regulations.

4. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended on March 31, 2022 which are fraudulent, illegal or violative of the Company’s code of conduct.

5. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the listed entity pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

6. The Company’s other certifying officers and we have disclosed, based on our recent evaluation, wherever applicable, to the Company’s Auditors and through them to the Audit Committee of the Company’s Board of Directors:

7. I. significant changes in internal control over financial reporting during the year 2021-22;

8. II. significant changes in accounting policies during the year 2021-22 and that the same have been disclosed in the notes to the financial statements; and

Section A: General Information about the Company

	1	Corporate Identity Number (CIN) of the	L74899DL1995PLC064007
		Company
	2	Name of the Company	GRM OVERSEAS LIMITED
	3	Registered Address	128, First Floor, Shiva Market Pitampura North Delhi Dl 110034
	4	Website	www.grmrice.com
	5	E-mail	investor.relations@grmrice.com
	6	Financial year reported	FY 2021-22
	7	Sector(s) that the Company is engaged in (industrial activity code-wise)	Group: 106 Rice, Rice Products and Other Byproducts
			(Class: 1061,Sub-Class: 10612 - Rice milling)
	8	List three key products/services that the Company manufactures/ provides	Rice 1. Rice 10X (Tanaush, Classic, Zarda King)
			2. Atta 10X (Shakti)
	9	Number of locations where business	3. Readyto eats Products 10X(Biryani) Registered Ofce:128, First Floor,
		activities are undertaken by the Company	Shiva Market, Pitampura,Delhi-110034
			Corporate Ofce:Gohana Road, Village Naultha, Panipat–132103(Haryana) Plant:Gohana Road, (Near Sugar Mill), Panipat–132 103 (Haryana
			Plant:328-329, GIDC Estate,
			Near Mid India Gandhidham Road,
			Mithirohar Taluka,Gandhidham,Kutch,Gujrat GRM is among the top fve Basmati rice Exporter of
	10	Markets served by the Company Local/State/ National/International	the country with presence in more than 35 countries including Middle East, UK, Europe. Domestically the Company has a Strong network of Distributors PAN
			India having90235 touchpoint outlets.

Section B: Financial Details of The Company

Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS GRM OVERSEAS LIMITED

Sd/Sd/Atul Garg Vedant Garg Chief Financial Officer DIN: 02380612 PAN: CGXPG3398E

Managing Director & Chairperson

1	Paid up Capital (INR)	1200 Lacs
2	Total Turnover (INR)	113539 Lacs
3	Total proft after taxes (INR)	7884 Lacs
4	Total Spending on Corporate Social	Company has spent 82 lacs on CSR Activities during
	Responsibility (CSR) as percentage	the Financial Year under review, representing 1.04% of
	ofproft after tax(%)	Proft after Tax.
5	List of activities in which expenditure in 4	Please refer Board Report Section “Annual Report on
	above has been incurred:	Corporate Social Responsibility (CSR)Activities”

Place: Panipat Date: 22.08.2022

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Section C: Other Details

• 1 Does the Company have any Subsidiary Company/ Companies?

• Company has following Subsidiary Companies: a. GRM International Holding Ltd (UK) b. GRM Fine Foods INC. (USA)(Step Down Subsidiary) c. GRM Foodkraft Private Limited (India)

• 2 Do the Subsidiary Company/Companies No participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s)

• 3 Do any other entity/ entities (e.g. Supplier, No Distributor etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes indicate the percentage of such entities? (Less than 30%, 30 – 60% and More than 60%)?

Section D: BR Information

1. Details of Director/Directors responsible for BR

(a) Details of the Director/Director responsible for implementation of the BR policy/policies

These briefly are as follows:

**Principles **	Description	Company’s Policy
Principle 1	Businesses should conduct and govern themselves with	Code of Conduct, Whistle Blower
	ethics,transparencyand accountability.	Policy
Principle 2	Businesses should provide goods and services that are	Quality Policy
	safe and contribute to sustainabilitythrough their life cycle.
Principle 3	Businesses should promote the well-being of all employees	HR Policy, Employees Code of
		Conduct,Employee Manual
Principle 4	Businesses should respect the interests of and be	CSR Policy and Code of Conduct
	responsive towards all stakeholders, especially those who
	are disadvantaged,vulnerable and marginalized.
Principle 5	Businesses should respect and promote human rights.	CSR Policy, Vigil Mechanism
		and HR Policy
Principle 6	Businesses should respect, protect and make eforts to	CSR Policy
	restore the environment
Principle 7	Businesses, when engaged in infuencing public and	Code of Conduct
	regulatory policy,should do so in a responsible manner.
Principle 8	Businesses should support inclusive growth and equitable	CSR Policy
	development
Principle 9	Businesses should engage with and provide value to their	Code of Conduct and Quality Policy
	customers and consumers in a responsible manner.

(a) Details of compliance (Reply in Y/N)

1. DIN Number: 02380612

2. Name: Atul Garg

3. Designation: Managing Director and Chairperson

(b) Details of the BR head

Sr. No.	Particular	Details
1	DIN Number	02380612
2	Name	Atul Garg
3 4	Designation Telephone Number	Managing Director and Chairperson 011-47330330
5	E Mail ID	atul@grmrice.com

2. Principle-wise (as per NVGs) BR Policy/policies:

The National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities of Business released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility.

Sr. No. Questions	Sr. No. Questions	P1 P2 P2 P3 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy/ policies for....		YES YES YES YES YES YES YES YES YES YES YES
2 Has the policy being formulated in consultation with the relevant stakeholders?		YES YES YES YES YES YES YES YES YES YES YES
3 Does the policy conform to any national / international standards? If yes, specify? (50 words)		YES YES YES YES YES YES YES YES YES YES YES
		Most of the policies are aligned to various standards like: ISO 9001 (Quality management system), ISO 14001 (Environment Management System), ISO 45001(Occupational Health & SafetyManagement System),BRC,HACCP
4 Has the policy being approved by the Board? Is yes, has it been signed by MD/ owner/ CEO/ appropriate Board Director?		YES YES YES YES YES YES YES YES YES YES YES
5 Does the company have a specifed committee of the Board/ Director/ Ofcial to oversee the implementation of thepolicy?		YES YES YES YES YES YES YES YES YES YES YES
6 Indicate the link for the policy to be viewed online?		YES YES YES YES YES YES YES YES YES YES YES
		The Policies are available on the Company’s website www.grmrice.com

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Sr.

• No.[Questions ] P1 P2 P2 P3 P3 P4 P5 P6 P7 P8 P9 Has the policy been formally communicated to all relevant

• 7 YES YES YES YES YES YES YES YES YES YES YES internal and external stakeholders?

Does the company have in-

• 8 house structure to implement YES YES YES YES YES YES YES YES YES YES YES the policy/ policies. Does the Company have a grievance redressal mechanism related to the

• 9 policy/ policies to address YES YES YES YES YES YES YES YES YES YES YES stakeholders’ grievances related to the policy/ policies? Has the company carried NO NO NO NO NO NO NO NO NO NO NO out independent audit/

• 10 evaluation of the working of The Policies are evaluated internally from time to time and updated this policy by an internal or whenever required. external agency?

3. Governance related to BR

(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year.

The BR Performance of the company is assessed on a need basis Board and Audit Committee meet atleast four times in a year and in accordance with statutory requirements.

(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this

report? How frequently it is published?

The Business Responsibility is forming part of Directors’ Report in Annual Report 2021-22 for the first time and is available on Company’s website www.grmrice.com under the “link Investors”.

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.

1. Does the policy relating to ethics, bribery and corruption cover only the Company? Yes/ No. Does it

extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs / Others?

Yes, the Company has policies to address ethics, bribery and corruption related matters. The Company encourages its business partners/associates to adopt and follow equivalent policies.

(b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)

2. How many stakeholder complaints have been received in the past financial year and what percentage

was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

• Sr. No.[Questions ] P1 P2 P2 P3 P3 P4 P5 P6 P7 P8 P9 The company has not

• 1 NA NA NA NA NA NA NA NA NA NA NA understood the Principles The company is not at a stage where it finds itself in

• 2 a position to formulate and NA NA NA NA NA NA NA NA NA NA NA implement the policies on specified principles The company does not have financial or manpower

• 3 NA NA NA NA NA NA NA NA NA NA NA resources available for the task It is planned to be done

• 4 NA NA NA NA NA NA NA NA NA NA NA within next 6 months It is planned to be done

• 5 NA NA NA NA NA NA NA NA NA NA NA within the next 1 year Any other reason (please

• 6 NA NA NA NA NA NA NA NA NA NA NA specify)

Our Company has not received any complaint with respect to ethics, bribery and corruption during the Financial Year 2021-22.

Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability

throughout their life cycle.

1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities.

The packaging materials being used by the Company uses safe inks.

The Company has also attempted minimizing the use of hard to “recycle plastics” in its Himalaya River range

of products.

The company has chosen to minimize the use of single use plastics. As a result, the Company has brought jar packaging in its Tanoush and 10X range to reduce the use of single use plastics.

2. For each product, provide the following details:

(i) Reduction during sourcing/production/ distribution achieved since the previous year throughout the value chain?

The Company continues to use treated water during the processing of rice.

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(ii) Reduction during usage by consumers (energy, water) has been achieved since the previous year?

7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year

Using rainwater harvesting, the Company has been able to reduce its dependency on other sources of water.

NIL

3. Does the Company have procedures in place for sustainable sourcing (including transportation)?

If yes, what percentage of your inputs was sourced sustainably?

8. What percentage of the under mentioned Employees were given safety and skill up-gradation training

in the last year?

The Company is exclusively deal with processing of rice and Procurement of rice is made majorly from Farmers and Certified Grower Groups. The Company chooses its suppliers through standard operating procedures.

4. Has the Company taken any steps to procure goods and services from local and small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors.

GRM being agro based company works with local farmers. GRM aims to procure paddy from small and micro farmers in the region. Throughout the year, GRM educates the farmers about the development and new researches in the agriculture which allows them to grow superior quality of paddy that meets GRM’s expectations.

5. Does the Company have mechanism to recycle products and waste? If yes, what is the percentage of

recycling products and waste?

Approximately 90%. Various programs are conducted for safety and skill upgradation. Various programs and audits are conducted for getting the various quality certificates and licenses like ISO 22000, ISO 9000,HAACP(Hazard Analysis and Critical Control Point), BRC Certificate for global standards specifying safety ,quality and operational criteria, USFDA Certificate, NPPO(National Plant Protection Organisation). FSSAI Certificate(Food Safety & Standards Authority of India).

Principle 4: Businesses should respect the interests of, and be responsive to the needs of all

Stakeholders, especially those who are disadvantage vulnerable, and marginalized

1. Has the Company mapped its Internal and External Stakeholders?

Internal Stakeholders:

• a) Management

• b) Employees

GRM tries to recycle and reuse a major part of its waste such as rice husk, which is being used as in boilers for generation of energy. It continues to reuse jute bags instead of plastic bags for the store of rice and paddy. Being a biodegradable material, jute allows GRM to not depend on non-biodegradable forms of packing.

• c) Farmers d) Investors/Shareholders

External Stakeholders:

Principle 3: Businesses should promote the wellbeing of all Employees

• a) Suppliers

• b) Vendors

1. Please indicate the total number of employees

• c) Partners

• d) Customers

Total Number of Employee are 95

• e) Retailers

• f) Distributors

2. Please indicate the total number of employees hired on temporary/ contractual/casual basis

• g) Local Communities

• h) Government Authority/Regulators

NIL

3. Please indicate the number of permanent women employees.

NIL

4. Please indicate the number of permanent employees with disability.

NIL

5. Do you have an employee association that is recognized by Management?

No

2. Out of the above, has the Company identified the disadvantaged, vulnerable and marginalized Stakeholders?

YES

3. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized Stakeholders? If so, provide details thereof. Also, if Yes, whether any environmental compliance report is filed?

Yes, Company always take initiative to help differently abled person, Improving access to safe water, sanitation and hygiene, Empowering woman and promoting gender equality, Organizing Training and development session for our people and periodically rewarding employees based on their performance.

6. What percentage of the permanent employees are a member of this recognized employee association?

NA

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Principle 5: Businesses should respect and promote Human Right

1. Does the policy of the Company on Human Rights cover only the Company or extend to the Group/ Joint Ventures/Suppliers/ Contractors/NGOs/Others?

Policy of Company for Human Right cover to the Company and Group and Joint ventures and Company also encourages its suppliers contractor and others associated with the Company adopt the policy for Human right.

2. How many Stakeholder complaints have been received in the past financial year and what percent

was satisfactorily resolved by the Management?

to have protection from global warming. Moreover we have installed ETP (Effluent Treatment Plant) at various plants designed for treating the industrial waste water for its reuse or safe disposal to the environment.

6. Are the Emissions/Waste generated by the Company within the permissible limits given by CPCB/ SPCB for the financial year being reported?

Yes, the Company adheres to the permissible limits of emissions and wastes.

7. Number of show cause/ legal notices received from CPCB/ SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year.

NIL

Our Company has not received any complaint with respect to ethics, bribery and corruption during the Financial Year 2020-21.

Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner

Principle 6: Business should respect, protect, and make efforts to restore the Environment

1. Does the policy related to Principle 6 cover only the Company or extends to the Group/Joint Ventures/

1. Is the Company a member of any Trade and Chamber or Association? If Yes, Name only those major ones that the business deals with:

Suppliers/Contractors/ NGOs/others?

Yes, All India Rice Exporters’ Association (AIREA)

Policy of Company cover to the Company and Group and Joint ventures and Company also encourages its suppliers contractor and others associated with the Company adopt the policy for Human right.

2. Does the Company have strategies/initiatives to address Global Environmental Issues such as

Climate Change, Global Warming, etc.? Y/N. If yes, please give hyperlink for webpage etc.?

Yes, Company is actively engage in the initiatives to address Global Environmental and set up Rain Water Harvesting at its plants and factories. We work with farmers to Promote Sustainable rice cultivation and we are Member of NPPO(National Plant Protection Organisation. Further details can be viewed on the hyperlink http:// www.grmrice.com/csr.

2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy Security, Water, Food Security, Sustainable Business Principles, Others)?

No

Principle 8: Businesses should support inclusive growth and equitable development

1. Does the Company have specified programmes/initiatives/ projects in pursuit of the policy related to

3. Does the Company identify and assess potential Environmental Risks?

Yes, GRM has identified and assessed potential Environmental Risks in relation to its operations which are as follows:

• 1) Climate change risks;

• 2) Water availability risks;

Principle 8? If yes details thereof?

Yes, Company spends every year in Social causes though its Corporate Social Responsibility Committee. CSR Committee undertake to take to take various steps for Inclusive growth and equitable development. Various training programmes are conducted for procurement of quality licences and certificates, skill development programmes and we also make arrangement for staff for outside training for skill development and quality control programmes. Details of CSR Initiative taken by company are Given in Annexure-4 of Board Report.

• 3) Agricultural risks;

• 4) And risk pertaining to Raw Material

2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/ government structures/ any other organization?

4. Does the Company have any project related to Clean Development Mechanism? If so, provide details

thereof. Also, if Yes, whether any Environmental Compliance Report is filed?

No, Company has no Specific project related to clean development mechanism but company continuously make efforts for environment protection and awareness clean environment. Company is also member of NPPO(National Plant Protection Organisation).

5. Has the Company undertaken any other initiatives on – Clean Technology, Energy Efficiency,

GRM has CSR Committee which is responsible for initiation of any project or programme. Committee finalise the Project and it is undertaken through External NGO and Company as well.

3. Have you done any impact assessment of the initiative?

Yes, the Company assessed the impact of CSR Projects and Programs undertaken at its CSR Committee Meetings

Renewable Energy, etc. Y/N. If yes, please give hyperlink for web page etc.?

Yes, Company has installed pollution free DG Sets at all the plants to keep the environment neat and clean and

4. What is the Company’s direct contribution to Community Development Projects- Amount in INR and the details of the projects undertaken?

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The Company has Spent 61 lacs during the year 2021-22 as part of its CSR initiative. Details of CSR Initiative are provided in Annexure-5 of Board Report.

5. Have you taken steps to ensure that this community development initiative is successfully adopted

by the Community?

Yes, GRM frequently monitor its CSR Initiative made through external agencies and also take utilization certificate to ensure successful implementation of its projects.

Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner

1. What percentage of customer complaints/consumer cases are pending as on the end of financial year?

No customer complaints/consumer cases are pending as on the end of financial year.

2. Does the Company display product information on the product label, over and above what is mandated

as per local laws? Yes/ No/N.A./Remarks(additional information)?

Yes, Product Safety is very important for GRM. So, product information details are always displayed on the label over and above what is being mandated as per local laws.

3. Is there any case filed by any Stakeholder against the Company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behavior during the last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so?

THIS PAGE BLANK LEFT INTENTIONALLY

NIL

4. Did the Company carry out any consumer survey/ consumer satisfaction trends?

No

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GRM OVERSEAS LIMITED

to the Members of GrM oVerseAs LIMIted

Independent AudItors’ report

In connection with our audit of the Standalone Ind AS Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Ind AS Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

report on the Audit of the standalone Ind As Financial statements

Management’s responsibility for the standalone Ind As Financial statements

opinion

We have audited the accompanying Standalone Ind AS Financial Statements of GRM OVERSEAS LIMITED (“the Company”), which comprise the Standalone Balance Sheet as at 31st March 2022, and the Standalone Statement of Profit and Loss (including other comprehensive income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then ended, and notes to the Standalone Ind AS Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the Standalone Ind AS Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2022, and profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Ind AS Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters (‘KAM’) are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The Company’s management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and fair view of the state of affairs, profit / loss (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Ind AS Financial Statements, management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the Audit of the standalone Ind As Financial statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Ind AS Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional

skepticism throughout the audit. We also:

We have determined that there are no key audit matters to communicate in our report.

Information other than the standalone Ind As Financial statements and Auditor’s report thereon

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report, but does not include the Standalone Ind AS Financial Statements and our auditors’ report thereon.

Our opinion on the Standalone Ind AS Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

• Identify and assess the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to Standalone Ind AS Financial Statements in place and the operating effectiveness of such controls.

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• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Ind AS Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Ind AS Financial Statements, including the disclosures, and whether the Standalone Ind AS Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

• (e) On the basis of the written representations received from the directors as on 31st March 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2022 from being appointed as a director in terms of Section 164(2) of the Act.

• (f) With respect to the adequacy of the internal financial controls with reference to Standalone Ind AS financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

• (g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

  • i. The Company does not have any pending litigations which would impact its financial position in its Standalone Ind AS Financial Statements;

  • ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

  • iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

  • iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

report on other Legal and regulatory requirements

1. As required by the Companies (Auditors’ Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(b) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:

  - directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or

• (a) We have sought and obtained all the information and explanations which to the best of our knowledge

• and belief were necessary for the purposes of our audit.

  • on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

• (b) In our opinion, proper books of account as required by law have been kept by the Company so far as

• it appears from our examination of those books.

• (c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub clause (iv) (a) and (iv) (b) above contain any material misstatement.

• v. The dividend declared and paid by the Company during the year and until the date of this report is in compliance with Section 123 of the Act.

• (d) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Ind AS specified under Section 133 of the Act.

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1. With respect to the matter to be included in the Auditors’ Report under section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid/ provided by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act read with Schedule V to the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

For Vinod Kumar & Associates Chartered Accountants FRN-002304N

sd/Mukesh dadhich partner M.no. 511741 udIn: 21511741AAAAHH9501

date: 16th May 2022 place: delhi

Annexure A to the Independent Auditors’ report

With reference to the Annexure A referred to in the Independent Auditors’ Report to the members of the Company on the standalone Ind AS Financial Statements for the year ended 31st March 2022, we report the following:

• i. In respect of the Company’s Property, Plant and Equipment and Intangible Assets:

(a) (A) The company has maintained proper records showing full particulars, including quantitative details and situation of Property Plant & Equipment’s and relevant details of right-of-use assets.

(a) (B) The Company has maintained proper records showing full particulars of Intangible Assets.

(b) Property Plant & Equipment have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on physical verification as confirmed by the management. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its Property Plant & Equipment.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of all immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favor of the lessee), disclosed in the Standalone Ind AS financial statements are held in the name of the Company as at the balance sheet date.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the company, the company has not revalued its Property, Plant and Equipment (including Right of Use assets) and intangible assets during the year.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the company, no proceedings have been initiated or are pending against the company as at March 31, 2022 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

• ii. (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on verification between the physical stocks and the book records that were 10% or more in the aggregate for each class of inventory.

(b) During the year, the company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the company with such banks or financial institutions are in agreement with the books of account of the Company.

• iii. The Company has not made investments in, provided security or granted any loans or advances in the nature of loans, secured or unsecured to companies, firms, Limited Liability Partnerships and other parties. Accordingly, clause 3(iii) (c) to (f) of the Order is not applicable.

The company has provided guarantee to companies during the year, in respect of which the requisite information is as below.

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GRM OVERSEAS LIMITED

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has provided following guarantee to the lender of its subsidiary (As defined under The Companies Act 2013).

particulars	Amount in Lakhs
Aggregate amount duringtheyear- Corporate Guarantee	750.00
Balance outstandingas at balance sheet- Corporate Guarantee	750.00

(b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion, guarantee provided during the year are, prima facie, not prejudicial to the interest of the Company.

• iv. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Section 185 and 186 of the companies Act, with respect to the loans and investments made, securities and guarantees given.

• v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit or amounts which are deemed to be deposits. Accordingly, clause 3(v) of the Order is not applicable.

• vi. The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, in respect of Company’s products. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

• vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Goods and Services Tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Goods and Services Tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at March 31, 2022 for a period of more than six months from the date they became payable.

(b) According to the information and explanations and records of the company, there are no material statutory dues referred to in sub clause (a) above which have not been deposited with the appropriate authorities on account of any dispute.

• viii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.

• ix. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has not been declared wilful defaulter by any bank or financial institution or other lender.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, term loans were applied for the purpose for which the loans were obtained.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, funds raised on short term basis have not been utilized during the year for long term purposes.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures (As defined under The Companies Act 2013).

(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies (As defined under The Companies Act 2013).

• x. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the provisions of clause 3(x)(a) of the Order are not applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has issued 60,000 equity shares through private placement during the year which is in compliance with the requirements of Section 42 of the Act and the funds raised have been used for the purposes for which the funds were raised.

• xi. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, no fraud by the Company and no fraud on the Company has been noticed or reported during the course of our audit.

(b) According to the information and explanations given to us, no report under sub-section (12) of section 143 of the Companies Act has been filed by the auditor in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government during the year and up to the date of signing of this report.

(c) According to the information and explanations given to us, the company has not received any whistle blower complaints during the year. Accordingly, clause (xi) (c) of the order is not applicable.

• xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, clause 3(xii) of the Order is not applicable.

• xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable and the details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.

• xiv. (a) According to the information and explanations given to us and based on our examination of the records of the Company, in our opinion, the company has an adequate internal audit system commensurate with the size and nature of its business.

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GRM OVERSEAS LIMITED

(b) We have considered the reports of the Internal Auditors for the period under audit issued to the company during the year in determining the nature, timing and extent of our audit procedures.

• xv. According to the information and explanations given to us and based on our examination of the records of the company, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, clause 3(xv) of the Order is not applicable.

• xvi. (a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi) (a), (b), (c) of the Order is not applicable.

(b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016). Accordingly, clause 3(xvi)(d) of the Order is not applicable.

• xvii. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

• xviii. There has been no resignation of the statutory auditors of the company during the year. Accordingly, clause 3(xviii) of the Order is not applicable.

• xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone Ind AS financial statements and our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

• xx. According to the information and explanations given to us and based on our examination of the records of the company,

(a) There are no unspent amounts in respect of other than ongoing projects requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance with second proviso to sub-section (5) of Section 135 of the said Act.

(b) There are no unspent amounts under sub-section (5) of section 135 of the Companies Act in respect of any ongoing projects requiring a transfer to special account in compliance with provisions of sub-section (6) of Section 135 of the said Act.

For Vinod Kumar & Associates Chartered Accountants FRN-002304N

Annexure B to the Independent Auditors’ report

(referred to in paragraph 2(f) under ‘report on other Legal and regulatory requirements’ section of our report of even date)

report on the Internal Financial Controls under Clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to Standalone Ind AS Financial Statements of GRM Overseas Limited (“the Company”) as on 31st March 2022 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.

Management’s responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to Standalone Ind AS Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to Standalone Ind AS Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Standalone Ind AS Financial Statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system with reference to Standalone Ind AS Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Standalone Ind AS Financial Statements included obtaining an understanding of internal financial controls with reference to Standalone Ind AS Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error.

sd/-

Mukesh dadhich

partner

M.No. 511741 UDIN: 21511741AAAAHH9501

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system with reference to Standalone Ind AS Financial Statements.

Date: 16th May 2022 Place: Delhi

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GRM OVERSEAS LIMITED

Meaning of Internal Financial Controls with reference to standalone Ind As Financial statements

A company’s internal financial control with reference to Standalone Ind AS Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Ind AS Financial Statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to Standalone Ind AS Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Ind AS Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the Standalone Ind AS Financial Statements.

Inherent Limitations of Internal Financial Controls with reference to standalone Ind As Financial

statements

Because of the inherent limitations of internal financial controls with reference to Standalone Ind AS Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Standalone Ind AS Financial Statements to future periods are subject to the risk that the internal financial control with reference to Standalone Ind AS Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to Standalone Ind AS Financial Statements and such internal financial controls with reference to Standalone Ind AS Financial Statements were operating effectively as at 31st March 2022, based on the internal control with reference to Standalone Ind AS Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Vinod Kumar & Associates Chartered Accountants Frn-002304n sd/Mukesh dadhich partner M.no. 511741 udIn: 21511741AAAAHH9501

date: 16th May 2022 place: delhi

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GRM OVERSEAS LIMITED

standalone Balance sheet as at 31st March, 2022

	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
particulars Assets	notes As at 31st March, 2022	As at 31st March, 2021
non-current assets
(a) Property, plant and equipment	3 3,627.27	3,505.52
(b) Other Intangible Assets	3 -	0.40
(c)Financial assets
(i)Investments	4 10.00	152.18
(ii)Other fnancial assets	5 9.97	9.54
(d)Other non-current asset	6 77.80	171.34
total non-current assets	3,725.04	3,838.98
Current assets
(a)Inventories	7 19,043.27	9,072.83
(b)Financial assets
i. Investments	8 12.39	10.61
ii. Trade receivables	9 40,452.18	27,547.62
iii. Cash and cash equivalents	10 324.54	164.69
iv. Other bank balances	11 15.18	44.17
v. Other fnancial asset	12 712.85	19.72
(c)Current Tax Asset(Net)	13 -	119.63
(d)Other current assets	14 1,181.95	813.57
total current assets	61,742.36	37,792.84
totAL Assets	65,467.40	41,631.82
eQuItY And LIABILItIes
equity
(a)Equityshare capital	15 1,200.00	394.00
(b)Other equity	16 19,220.11	13,546.43
total equity	20,420.11	13,940.43
Liabilities
non-current liabilities
(a)Financial liabilities
i. Borrowings	17 44.33	1.26
(b)Provisions	18 28.40	23.13
(c)Deferred tax liability (net)	19 167.57	172.69
total non current liabilities	240.30	197.08
Current liabilities
(a)Financial liabilities
i. Borrowings	20 33,101.34	18,751.31
ii. Tradepayable	21
1. Total outstanding dues of micro enterprises and small enterprises	538.52	823.81
2. Total out standng dues of creditor other than micro enterprises and small enterprises iii. Other fnancial liabilities	7,212.92 22 1,941.27	3,459.93 4,066.45
(b)Provisions	18 12.32	11.30
(c)Other current liabilities	23 663.61	381.51
(d)Current tax liabilities(net)	24 1,337.01	-
total current liabilities	44,806.99	27,494.31
totAL eQuItY And LIABILItIes	65,467.40	41,631.82

Statement of significant accounting policies

The accompanying summary of significant accounting policies and other explanatory notes are an integral part of the standalone financial statements.

As per our report of even date attached

For Vinod Kumar & Associates Chartered Accountants Firm registration no. 002304n

For and on behalf of the Board of directors

sd/sd/sd/CA. Mukesh dadhich Mamta Garg Atul Garg partner director Managing director Membership no. 511741 dIn :05110727 dIn : 02380612 delhi 16[th] May, 2022 sd/sd/Vedant Garg Balveer singh Chief Financial Officer Company Secretary CGXpG3398e M. no. A59007

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

Standalone Statement of profit and loss for the year ended 31st March, 2022

	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
particulars	notes Year ended	Year ended
	31st March 2022	31st March 202
Income
Revenue from operation	25 1,09,842.20	77,844.23
Other income	26 3,696.35	505.65
totAL InCoMe	1,13,538.55	78,349.88
expenses
Cost of material consumed Changes in inventories of fnished goods, Stock-in-Trade and Work-in-Progress	27 94,763.13 28 (7,281.01)	60,530.23 (1,575.64)
Employee beneft expense	29 632.12	534.20
Finance costs	30 1,273.48	1,164.20
Depreciation and amortisation expense	31 302.45	281.21
Other expenses	32 13,232.61	12,500.32
totAL eXpenses proFIt BeFore tAX	1,02,922.78 10,615.77	73,434.51 4,915.37
tax expense:
-Current tax	33 2,730.65	1,249.53
-Earlieryear	33 7.91	(0.56)
-Deferred tax	19 (6.41)	3.67
totAL tAX eXpense	2,732.15	1,252.64
proFIt For tHe YeAr	7,883.62	3,662.73
otHer CoMpreHensIVe InCoMe(oCI) (A) (i) Items that will not be reclassifed to proft or loss (a) Remeasurement gain / (loss) on defned beneft plans	3.35	2.30
(ii) Income tax relating to items that will not be reclassifed to proft & loss (B) (i) Items that will be reclassifed toproft or loss	(0.84)	(0.20)
(a)Unrealised Gain on Current Investment (ii) Income tax on items that will be reclassifed to proft or loss	1.78 (0.45)	0.61 -
total other Comprehensive Income/(Loss) for the Year (net of tax)	3.84	2.71
totAL CoMpreHensIVe InCoMe For tHe YeAr	7,887.46	3,665.44
earning per equity share	34
earning per equity share of face value of`2 each
Basic	13.17	6.10
Diluted	13.17	6.10

Statement of significant accounting policies

The accompanying summary of significant accounting policies and other explanatory notes are an integral part of the standalone financial statements.

As per our report of even date attached

For Vinod Kumar & Associates Chartered Accountants

For and on behalf of the Board of directors

Firm Registration No. 002304N

sd/sd/sd/CA. Mukesh dadhich Mamta Garg Atul Garg partner director Managing director Membership No. 511741 DIN :05110727 DIN : 02380612 Delhi 16[th] May, 2022 sd/sd/Vedant Garg Balveer singh Chief Financial Officer Company Secretary CGXPG3398E M. No. A59007

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

standalone statement of Cash Flow for the year ended 31st March 2022

			(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
sr.				Year ended	Year ended
no. A)	particulars Cash fow from operating activities Net Proft before taxation			31st March, 2022 10,615.77	31st March, 2021 4,915.37
	Adjustment for:
	Depreciation and amortisation			302.45	281.21
	Provision for diminution in value of investment			142.18	-
	Amount Written Back			(3.24)	-
	Rental Income			(1.20)	(0.80)
	Finance cost			1082.47	1,164.20
	Interest received (Proft)/ Loss on sale of Mutual Fund (Proft)/ Loss on sale of Propety, Plant & equipment(Net) Operating proft/(loss) before working capital changes			(0.84) (1.96) 25.98 12,161.61	(5.63) - (2.24) 6,352.11
	Adjustment for : Changes in assets and liabilities Inventories, loans, other fnancial assets and other assets			(9,970.44)	(3,672.65)
	Trade receivables and other assets			(13,720.74)	(940.36)
	Tradepayables and other liabilities Cash fowsgenerated from/(used in) operations			1,634.23 (9,895.34)	3,060.70 4,799.80
	Taxespaid(net) Net cash fow generatedf from/ (used in) operating activities(A)			(1,401.56) (11,296.90)	(1,411.12) 3,388.68
B)	Cash fow from investing activities
	Purchase ofproperty,plant and equipment			(470.77)	(68.10)
	Proceeds from sale of Mutual Fund			126.95	-
	Investment in Mutual Fund			(124.99)	-
	Sale ofproperty,plant and equipment			21.00	17.50
		Rental Income		1.20	0.80
	Investments in Securities			-	(20.00)
	(Investments)/ Realisation in Bank Deposits			(0.35)	6.65
	Interest Received			0.84	5.63
	net cashgenerated from /(used) in investing activities(B)			(446.12)	(57.52)
C)	Cash fow from fnancing activities
	Proceeds from long-term borrowings(Net)			59.85	(10.95)
	Proceeds from Share Capital			6.00	25.05
	Proceeds from Share Warrants			-	60.75
	Proceeds from Securities Premium			176.25	989.48
	Proceeds from short-term borrowings(Net)			14,333.24	(2,230.39)
	Finance cost			(1,082.47)	(1,164.20)
	Dividend Net cash fow generated from / (used in) fnancing			(1,590.00) 11,902.87	(972.48) (3,302.74)
	activities(C)

d)	Net increase/ (decrease) in cash and cash equivalents (A+B+C) 159.85 28.42
e)	Cash and cash equivalents as at the beginningof theyear 164.69 136.27
F)	Cash and cash equivalents as at the end of theyear 324.54 164.69
	Component of cash and cash equivalents
	Balance with banks 315.11 152.48
	Cash in hand 9.43 12.21
	total 324.54 164.69

The above standalone statement of cash flows has been prepared in accordance with ‘Indirect method’ as set out in the Ind AS 7 on ‘Statement of Cash Flows ‘, as specified in the Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rule, 2014.

The accompanying summary of significant accounting policies and other explanatory notes are an integral part of the standalone financial statements.

As per our report of even date attached

For Vinod Kumar & Associates	For and on behalf of the Board of directors	For and on behalf of the Board of directors
Chartered Accountants
Firm registration no. 002304n
sd/-	sd/-	sd/-
CA. Mukesh dadhich	Mamta Garg	Atul Garg
partner	director	Managing director
Membership no. 511741	dIn :05110727	dIn : 02380612
delhi
16th May, 2022	sd/-	sd/-
	Vedant Garg	Balveer singh
	Chief Financial Ofcer	Company Secretary
	CGXpG3398e	M. no. A59007

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

F.Y. 2021-22 Balance at the beginning of the Current reporting period i.e 1st April, 2021 Changes in equity share captal due to prior period errors Restated Balance at the beginning of current reporting Period Changes in equity share capital during the current year Balance at the end of the reporting period 31st March, 2022 394.00 - 394.00 806.00 1,200.00 F.Y. 2020-21 Balance at the beginning of the Previous reporting period i.e 1st April, 2020 Changes in equity share captal due to prior period errors Restated Balance at the beginning of Previous reporting Period Changes in equity share capital during the Previous year Balance at the end of the reporting period 31st March, 2021 368.95 - 368.95 25.05 394.00 b) other equity	particulars reserve & surplus (refer note 16) share Warrants retained earnings other Comprehensive Income- unrealised Gain on current investment total Investment Allowance reserve securities premium Forfeiture share Capital reserve Forfeiture share premium reserve revaluation reserve General reserve	Balance as at the 1st April, 2020 0.16 68.95 59.08 59.08 194.85 544.57 - 8,876.53 - 9,803.24	(+/-) Change in accounting policy/Prior period errors - - - - - - - - - -	(+/-) Restated balance at the beginning of previous reporting period - - - - - - - - - -	(+) Proft for the year - - - - - - - 3,662.73 - 3,662.73	(+) Other comprehensive income for the year# - - - - - - - 2.10 0.61 2.71	(+/-) Transfer to retained earnings - - - - - - - - - -	(+) Proceeds from Share warrants - - - - - - 60.75 - - 60.75	(+) Proceeds from Issue of Equity Share Capital - 989.48 - - - - - - - 989.48	(-) Dividends - - - - - - - (972.48) - (972.48)	Balance as at 31st March, 2021 0.16 1,058.43 59.08 59.08 194.85 544.57 60.75 11,568.88 0.61 13,546.43	Balance as at 1st April, 2021 0.16 1,058.43 59.08 59.08 194.85 544.57 60.75 11,568.88 0.61 13,546.43	(+/-) Change in accounting policy/Prior period errors - - - - - - - - - -	(+/-) Restated balance at the beginning of previous reporting period - - - - - - - - - -	(+) Proft for the year - - - - - - - 7,883.62 - 7883.62	(+) Other comprehensive income for the year# - - - - - - - 2.51 1.33 3.84	(+/-) Transfer to retained earnings - - - - - - - - - -	(+) Proceeds from Share warrants - - - - - - - - - -	(+) Proceeds from Issue of Equity Share Capital - 237.00 - - - - - - - 237.00	(-) Converted to share capital - - - - - - 60.75 - - 60.75	(-) Bonus shares issued - 800.00 - - - - - - - 800.00	(-) Dividends - - - - - - - 1,590.00 - 1,590.00	Balance as at 31st March, 2022 0.16 495.43 59.08 59.08 194.85 544.57 - 17,865.01 1.94 19,220.11	#The amount of other comprehensive income for the year is represented net of tax The accompanying summary of signifcant accounting policies and other explanatory notes are an integral part of the standalone fnancial statements. As per our report of even date attached For Vinod Kumar & Associates For and on behalf of the Board of directors Chartered Accountants Firm Registration No. 002304N sd/- sd/- sd/- CA. Mukesh dadhich Mamta Garg Atul Garg partner director Managing director Membership No. 511741 DIN :05110727 DIN : 02380612 Delhi 16thMay, 2022 sd/- sd/- Vedant Garg Balveer singh Chief Financial Ofcer Company Secretary CGXPG3398E M. No. A59007

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

GrM oVerseAs LIMIted

note ForMInG pArt oF stAndALone FInAnCIAL stAteMent For tHe YeAr ended 31st MArCH, 2022

1. CorporAte InForMAtIon

GRM OVERSEAS LIMITED (the ‘Company’) was incorporated in India as a limited company under ‘The Companies Act, 1956’ vide certificate of incorporation no. 55-64007 dt.03 January, 1995. Certificate of Commencement of Business was obtained by company on January 10, 1995. The company is engaged primarily in the business of milling, processing and marketing of branded/non-branded basmati rice in the domestic and overseas market. The company is listed on Bombay Stock Exchange in India.

vi. reCent IndIAn ACCountInG stAndArds (Ind As)

Ministry of corporate affairs (“MCA”) notifies new standards or amendments to the existing standards. There is no such notification which would have been applicable from 1st April, 2022. a) Ind AS 109: Annual Improvements to Ind AS (2021)

b) Ind AS 103: Reference to Conceptual Framework c) Ind AS 37: Onerous Contracts - Costs of Fulfilling a Contract

d) Ind AS 16: Proceeds before intended use

Based on preliminary assessment, the Company does not expect these amendments to have any significant impact on its Standalone financial statements.

Summary of Significant Accounting Policies

2. sIGnIFICAnt ACCountInG poLICIes

A. property, plant and equipment

i. Basis of Accounting and statement of compliance

These Standalone financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time.

ii. Functional and presentation currency

The Company’s Standalone financial statement are presented in Indian Rupees (Rs.), which is also its functional currency and all amount have been rounded off to the nearest lakhs unless otherwise indicated.

iii. Basis of preparation and presentation

The Standalone financial statements have been prepared on accrual and going concern basis. The accounting policies are applied consistently to all the periods presented in the standalone financial statements. All assets and liabilities have been classified as current and non-current as per the Company’s normal operating cycle (which has been taken as 12 months). Company’s Standalone financial statements are presented in Indian Rupees, which is also its functional currency.

iv. Basis of Measurement

These Standalone financial statements are prepared under the historical cost convention except for certain class of financial assets/ liabilities, share based payments and net liability for defined benefit plans that are measured at fair value. The accounting policies adopted are the same as those which were applied for the previous financial year.

“Freehold land is carried at historical cost. All other items of Property, plant and equipment are stated at cost, net of trade discount, rebates and recoverable taxes less accumulated depreciation and impairment losses, if any. Such cost includes purchase price, borrowing cost and any cost directly attributable to bring the assets to its working condition for its intended use. Subsequent costs are included in the carrying amount of the respective Property, plant and equipment or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably. Depreciation on property, plant and equipment is provided using straight line method. Depreciation is provided based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013. Gains or losses arising from de-recognition of Property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the Property, plant and equipment and are recognized in the Standalone statement of profit and loss when the Property, plant and equipment is derecognized. The Company has elected to continue with the carrying value of all of its property, plant and equipment at the transition date and use that carrying value as the deemed cost of the property, plant and equipment.”

B. Inventories

Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any, except in case of scrap, which is valued at net realizable value. Cost of inventories comprises of cost of purchase, cost of conversion and other costs including manufacturing overheads net of recoverable taxes incurred in bringing them to their respective present location and condition. Cost of raw materials, stores and spares, packing materials, trading and other products are determined on weighted average basis.

C. Intangible assets

v. use of estimates and Judgements

The preparation of Standalone financial statement is in conformity with the recognition and measurement principles of IND AS which requires the management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amount of assets, liabilities, disclosures of contingent liabilities as at the date of Standalone financial statements and the reported amounts of income and expenses for the period presented. Actual results may differ from these estimates. The company has a policy to review these estimates and underlying assumption on an ongoing basis. Revision to accounting estimates are recognized in the period in which the estimates are revised and future periods are affected.

Intangible Assets are stated at cost of acquisition net of recoverable taxes, trade discount and rebates less accumulated amortization /depletion and impairment loss, if any. Such cost includes purchase price, borrowing costs, and any cost directly attributable to bringing the asset to its working condition for the intended use. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably. Intangible assets are amortized using straight line method based on management estimate of useful life of the assets.

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

d. Contingencies /provisions

Provision is recognized when the Company has a present obligation as a result of past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate of the expenditure required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimate.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

e. Leases

The Company, as a lessee, recognises a right-of-use asset and a lease liability for its leasing arrangements, if the contract conveys the right to control the use of an identified asset. The contract conveys the right to control the use of an identified asset, if it involves the use of an identified asset and the Company has substantially all of the economic benefits from use of the asset and has right to direct the use of the identified asset. The cost of the right-of-use asset shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs incurred. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any re-measurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of rightof-use asset.

H. Impairment of property, plant and equipment and intangible assets

“Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Others assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purpose of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.”

I. Employee Benefits Expense

Short Term Employee Benefits obligation

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are recognised as an expense during the period when the employees render the services. These benefits include compensated absences and performance incentives.

Other long-term Employee Benefit obligations

The liabilities for earned leave which are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are measured on the basis of independent actuarial valuation certificate as the present value of the expected future payments to be made in respect of service provided by the employees upto the end of the reporting period.

F. Cash and cash equivalents

Defined Contribution Plans

The cash & cash equivalents comprises of Cash in hand, Cash at banks and Short term deposits. The Company considers all short term highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usages.

A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a separate entity. The Company makes specified monthly contributions towards Provident Fund, Superannuation Fund and Pension Scheme. The Company’s contribution is recognised as an expense in the Standalone Statement of Profit and Loss during the period in which the employee renders the related service.

G. Borrowing Cost

Defined Benefit Plans

“Borrowings costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for the intended use or sale.

Investment income earned on temporary investment of specific borrowings pending their expenditure on qualifying assets is recognized in the Standalone statement of profit and loss. Discounts or premiums and expenses on the issue of debt securities are amortized over the term of the related securities and included within borrowing costs. Premiums payable on early redemptions of debt securities, in lieu of future finance costs, are recognized as borrowing costs.

All other borrowing costs are recognized as expenses in the period in which it is incurred.”

The Company pays gratuity to the eligible employees in accordance with the payment of Gratuity act, 1972. The liability recognized in the balance sheet in respect of defined benefit gratuity plan is the present value of the defined benefit obligation at the end of the reporting period. The defined benefit obligations are calculated at the end of the reporting period by actuaries using the projected unit credit method. Re-measurement of defined benefit plans in respect of post-employment are charged to the Other Comprehensive Income.

J. distribution of dividend

Dividends paid are recognised in the period in which the interim dividends are approved by the Board of directors, or in respect of the final dividend when approved by shareholders.

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

K. note on Government Grants & subsidy

i) The Company may receive government grants that require compliance with certain conditions related to the Company’s operating activities or are provided to the Company by way of financial assistance on the basis of certain qualifying criteria.

Government grants are recognised when there is reasonable assurance that the grant will be received upon the Company complying with the conditions attached to the grant.

Accordingly, government grants:

a) related to or used for assets, are deducted from the carrying amount of the asset.

b) related to incurring specific expenditures are taken to the Standalone Statement of Profit and Loss on the same basis and in the same periods as the expenditures incurred.

c) by way of financial assistance on the basis of certain qualifying criteria are recognised as they become receivable.

In the unlikely event that a grant previously recognised is ultimately not received, it is treated as a change in estimate and the amount cumulatively recognised is expensed in the Standalone Statement of Profit and Loss.

to the acquisition or construction of qualifying assets, are capitalized as cost of assets. Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange rates at the date of the transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item.

n. revenue recognition

(i) Revenue is recognised when control of the products being sold has transferred to the customer and when there are no longer any unfulfilled obligations to the customer. This is generally on delivery to the customer but depending on individual customer terms, this can be at the time of dispatch, delivery or upon formal customer acceptance, goods under physical possession of customer. This is considered the appropriate point where the performance obligations in our contracts are satisfied as Company no longer have control over the inventory. Revenue is measured based on transaction price, which is the fair value of the consideration received or receivable, stated net of discounts, returns and Indirect Taxes. No element of financing is present in the pricing arrangement. Settlement terms range from cash-on-delivery to credit terms ranging upto 180 days.

(ii) Dividend Income is recorded when the right to receive payment is established.

(iii) Interest income is recognised using the effective interest method.

L. tax expenses

M. Financial Instruments

The tax expense for the period comprises current and deferred tax. Tax is recognised in the Standalone statement of Profit and Loss, except to the extent that it relates to items recognised in the comprehensive income or in equity. In which case, the tax is also recognised in other comprehensive income or equity.

- Current tax: Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted at the Balance sheet date.

- deferred tax: Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Standalone financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred Tax Assets are recognized to the extend it is probable that the taxable profit will be available against which the deductible temporary differences, and carry forward of unused tax losses can be utilized. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of deferred tax liabilities and assets are reviewed at the end of each reporting period.

M. Foreign exchange transaction and translation

Items included in the Standalone financial statements are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The Standalone financial statements are presented in Indian Rupee (INR), which is Company’s functional and presentation currency. Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in Standalone Statement of Profit and Loss except to the extent of exchange differences which are regarded as an adjustment to interest costs on foreign currency borrowings that are directly attributable

Financial Assets

- Initial recognition & Measurement - At initial recognition, the Company measures financial assets at its fair value plus, in the case of a financial assets not at fair value through profit or loss, transaction cost that are directly attributable to the acquisition of the financial asset. Transaction cost of financial assets carried at fair value through profit or loss are expensed off in the Standalone statement of profit or loss. Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost and is not part of a hedging relationship is recognised in profit or loss when the assets is derecognized or impaired. Interest income from these financial assets is included in finance income using the effective interest rate method.

- Investment - The Company account for its investments in subsidiaries, associates and joint venture at cost and all other equity investments are measured at fair value, with value changes recognised in Standalone Statement of Profit and Loss, except for those equity investments for which the Company has elected to present the value changes in Other Comprehensive Income.

- Impairment of financial assets - The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables Company applies simplified approach which requires expected lifetime losses to be recognised from initial recognition of the receivables.

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

Financial liabilities

- Initial recognition and measurement

All financial liabilities are recognized at fair value and in case of loans, net of directly attributable cost. Fees of recurring nature are directly recognised in the Standalone Statement of Profit and Loss as finance cost.

- subsequent measurement

Financial liabilities are carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

Derecognition of financial instruments -The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the Company’s Balance Sheet when the obligation specified in the contract is discharged or cancelled or expires.

p. earning per share

Basic Earning per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year. The Company did not have any potentially dilutive securities in any of the years presented.

Q. Costs and expenses are recognised when incurred and have been classified according to their nature.

Notes forming part of standalone fnancial statements for the year ended 31st March, 2022	3. property, plant & equipment & Intangible Assets	(Amount in lakhs unless otherwise stated)		property, plant and equipment	own Assets right-of-use Assets Intangible	particulars total assets Land (Freehold) Factory Buildings Ofce Building plant and machinery Ofce equipments Computers Furniture and fttings Vehicle Land software	Gross Block	Balance as at 1st April 2020 228.16 1,601.24 115.50 2,854.86 34.61 8.47 150.47 582.69 329.40 1.30 5,906.71	Additions - - - 44.44 1.42 1.73 12.73 7.78 - - 68.10	Disposals - - - - 1.98 - 35.13 68.34 - - 105.45	Balance as at 31st March 2021 228.16 1,601.24 115.50 2,899.30 34.05 10.21 128.07 522.13 329.40 1.30 5,869.36	Balance as at 1 April 2021 228.16 1,601.24 115.50 2,899.30 34.05 10.21 128.07 522.13 329.40 1.30 5,869.36	Additions during the year - - - 105.69 4.65 4.37 36.19 216.92 102.95 - 470.77	Disposals during the year - - - 40.00 11.99 1.97 62.73 52.72 - - 169.40	Balance as at 31st March 2022 228.16 1,601.24 115.50 2,964.99 26.71 12.61 101.53 686.33 432.36 1.30 6,170.73	Accumulated depreciation	Balance as at 1st April 2020 - 186.99 1.86 1,619.04 17.74 5.42 89.75 246.94 4.19 0.49 2,172.42	Depreciation/Amortisation during the year - 50.71 1.83 150.89 4.05 1.94 8.09 59.63 3.66 0.41 281.21	Accumulated Depreciation on Disposal - - - - 1.98 - 35.13 53.08 - - 90.19	Balance as at 31st March 2021 - 237.69 3.69 1,769.93 19.81 7.36 62.71 253.49 7.85 0.90 2,363.44	Balance as at 1st April 2021 - 237.69 3.69 1,769.93 19.81 7.36 62.71 253.49 7.85 0.90 2,363.44	Depreciation/Amortisation during the year - 50.71 1.83 153.89 4.55 2.07 11.65 72.81 4.54 0.40 302.45	Accumulated Depreciation on Disposal - - - 6.43 11.52 1.87 52.11 50.50 - - 122.43	Balance as at 31st March 2022 - 288.40 5.52 1,917.40 12.83 7.56 22.25 275.80 12.40 1.30 2,543.46	net Block	Balance as at 31st March 2021 228.16 1,363.55 111.81 1,129.37 14.24 2.84 65.36 268.64 321.55 0.40 3,505.92	Balance as at 31st March 2022 228.16 1,312.84 109.98 1,047.59 13.88 5.05 79.28 410.53 419.96 - 3,627.27

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

Notes forming part of standalone financial statements for the year ended 31st March, 2022

		(Amount in lakhs unless otherwise stated) As at As at	(Amount in lakhs unless otherwise stated) As at As at
4	Investment(non current)	31st March, 2022	31st March, 2021
	Investment measured at cost
	in Equityshare of Subsidiarycompanies
	Unquoted Fully paid up
	1,70,000 (P.Y. 1,70,000) Equity share fully paid up @ 1 GBP
	(1 GBP = Rs. 83.64 in GRM International HoldingLtd.	142.18	142.18
	Less: Provision for diminution in value of investment in GRM International holdingLtd.	142.18	-
	1,00,000 (P.Y. 1,00,000) Equity shares fully paid up @ Rs. 10
	/- in GRM Foodkraft Private Limited.	10.00	10.00
	net Investment	10.00	152.18
	Aggregate amount of unquoted Investment	152.18	152.18
	Aggregate amount of Provision for diminution in value of	142.18	-
	unquoted investment

		(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
		As at	As at
5	Other fnancial assets(non-current)	31st March, 2022	31st March, 2021
	Bank deposit with more than 12 months maturity*#	9.97	9.54
	total	9.97	9.54

*The deposit are restricted as they are held as margin money deposit against guarantees given by the company Includes interest accrued but not due

		(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
		As at	As at
6	other non-current asset	31st March, 2022	31st March, 2021
	Unsecured- consideredgood unless otherwise stated
	Capital Advances	39.99	112.95
	Securitydeposit	37.81	58.39
	total	77.80	171.34
		(Amount in lakhs unless otherwise stated)
		As at	As at
7	Inventories*^	31st March, 2022	31st March, 2021
	Raw Materials and components	8,005.28	5,315.85
	Finished Goods	10,407.99	3,222.39
	Stock in Trade	-	380.61
	Stores & Spares	22.11	8.46
	Others	607.89	145.53
	total	19,043.27	9,072.83

		(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
		As at	As at
8	Investments(current)	31st March, 2022	31st March, 2021
	Investment measured at Fair Value through Other
	Comprehensive Income(FVTOCI)
	In Mutual Fund - Union Hybrid EquityFund - Quoted	12.39	10.61
	total	12.39	10.61
		(Amount in lakhs unless otherwise stated)
		As at	As at
9	trade receivables*	31st March, 2022	31st March, 2021
	unsecured, Considered Good
	Trade Receivables	40,452.18	27,547.62
	total	40,452.18	27,547.62
9.1	Includes dues from subsidiary
	GRM International HoldingLtd. UK	1,666.94	2,784.59
	GRM Foodcraft Pvt. Ltd.	653.35	929.64
	GRM Foods USA Inc(stepdown subsidiary)	12.45	12.07

*Trade receivables have been hypothecated with State Bank of India & Union Bank of India against working capital limits.

trade receivables ageing schedule for the year ended as at March 31, 2022 :

particulars	outstanding for following periods from due date ofpayment
	Less than 6 months 6 months - 1 Year 1 - 2 Year 2 - 3 Year More than 3 Year Total
(i) Undisputed Trade receivables – consideredgood	35,301.14 4,029.90 1,121.14 - - 40,452.18
(ii) Undisputed Trade Receivables – Which has signifcant increase in credit risk.	- - - - - -
(iii) Undisputed Trade Receivables – Credit Impaired	- - - - - -
(iv) Disputed Trade Receivables- consideredgood	- - - - - -
(v) Disputed Trade Receivables – Which has signifcant increase in credit risk.	- - - - - -
(vi) Disputed Trade Receivables- Credit Impaired	- - - - - -
total	35,301.14 4,029.90 1,121.14 - - 40,452.18

*Inventories have been hypothecated with SBI and Union bank Of India against working capital limits, refer note 20 for details.

*Part of Raw Material/Finished Goods has also been pledged with SBI, Yes bank, IDBI bank against warehousing funding, refer note 20 for details.

^Finished Goods includes stock in transit Rs. Nil (PY Rs. 380.61 lakhs).

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 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

trade receivables ageing schedule for the year ended as at March 31, 2021:

particulars	outstanding for following periods from due date ofpayment
	Less than 6 months 6 months - 1 Year 1 - 2 Year 2 - 3 Year More than 3 Year Total
(i) Undisputed Trade receivables – consideredgood	24,447.17 2,578.02 522.43 - - 27,547.62
(ii) Undisputed Trade Receivables – Which has signifcant increase in credit risk.	- - - - - -
(iii) Undisputed Trade Receivables – Credit Impaired
(iv) Disputed Trade Receivables- consideredgood	- - - - - -
(v) Disputed Trade Receivables – Which has signifcant increase in credit risk.	- - - - - -
(vi) Disputed Trade Receivables- Credit Impaired	- - - - - -
total	24,447.17 2,578.02 522.43 - - 27,547.62
10 Cash and cash equivalents
Balance with Bank
-in current accounts
Cash/ cheques in hand
total
11 other bank balances

				(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
				As at		As at
	13	other current assets		31st March, 2022	31st March, 2021
		Consideredgood
		Advances to suppliers		9.56		26.45
		Prepaid expenses		43.88		123.91
		Balance with statutory/government authorities		1,126.91		657.42
		Other advance		1.60		5.80
		total		1,181.95		813.57
				(Amount in lakhs unless otherwise stated)
				As at		As at
	14	Current tax Asset		31st March, 2022	31st March, 2021
		Current Tax Asset(Net)		-		119.63
		total		-		119.63
				(Amount in lakhs unless otherwise stated)
				As at		As at
	15	share capital		31st March, 2022	31st March, 2021
			no. of shares Amount no. of shares			Amount
		Authorised share capital
		Equity shares of Rs.2* each (P.Y.-	10,00,00,000 2000 70,00,000			700
		Rs. 10)
		total	10,00,00,000 2,000.00 70,00,000			700.00
		Issued, subscribed and fully paid-
		up
		Equity shares of Rs.2 each fully	6,00,00,000 1,200.00 39,40,000			394
		paid(P.Y.-Rs. 10)
		total	6,00,00,000 1,200.00 39,40,000			394.00

a) reconciliation of the number of shares outstanding is set out below:

	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
	As at	As at
	particulars 31st March, 2022 31st March, 2021
	no. of shares Amount no. of shares	Amount
	equity shares
	Shares at the beginningof theyear 39,40,000 394.00 36,89,500	368.95
	Add: further issued duringtheyear 60,000 6.00 2,50,500	25.05
	Add: Bonus Shares issued during theyear(1:2)# 80,00,000 800.00 -	-
	Add: Subdivision of equity shares duringtheyear(1 into 5)^ 4,80,00,000 - -	-
	total 6,00,00,000 1,200.00 39,40,000	394.00

b) terms/rights attached to equity shares

The Company has only one class of equity shares, having a par value of `2 per share. All shares rank pari passu with respect to dividend, voting rights and other terms. Each shareholder is entitled to one vote per

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

share. The dividend proposed by the Board of Directors is subject to approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. The repayment of equity share capital in the event of liquidation and buy back of shares are possible subject to prevalent regulations. In the event of liquidation, normally the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

c) details of equity shareholders holding more than 5% shares

	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
	As at		As at
particulars	31st March, 2022	31st March, 2021
	no. of shares % of shares	**no. of shares **	% of shares
	held		held
equity shares of rs.10 each, fully
paid up held by
Hukam Chand Garg	15,003,000 25.01%	1,000,200	25.39%
Mamta Garg	14,095,500 23.49%	9,09,250	23.08%
Atul Garg	14,101,490 23.50%	9,11,800	23.14%

d) In the period of five years immediately preceding March 31, 2022:

During the year, 80,00,000 equity shares fully paid up has been issued by way of Bonus Shares.

e) shares held by promoters at March 31, 2022

s. no. promoter’s name	As at 31st March, 2022 As at 31st March, 2021 % Change in the year no. of shares % of total shares no. of shares % of total shares 15,003,000 25.01% 1,000,200 25.39% -0.38% 14,095,500 23.49% 9,09,250 23.08% 0.42% 14,101,490 23.50% 9,11,800 23.14% 0.36%
1 Hukam Chand Garg
2 Mamta Garg
3 Atul Garg

f) shares held by promoters at March 31, 2021

s. no. promoter’s name	As at 31st March, 2021 As at 31st March, 2020 % Change in the year no. of shares % of total shares no. of shares % of total shares 1,000,200 25.39% 1,000,200 27.11% -1.72% 9,09,250 23.08% 858,000 23.26% -0.18% 9,11,800 23.14% 858,000 23.26% -0.11%
1 Hukam Chand Garg
2 Mamta Garg
3 Atul Garg

^ During the year, One (1) equity shares of face value of Rs.10/- each was sub-divided into Five (5) equity shares of face value of Rs.2/- each pursuant to shareholders approval dated 25.10.2021 and 11.11.2021 as “record date” for the said purpose. Accordingly, share capital of the Company comprises of 6,00,00,000 equity shares of face value of Rs.2/- each.

During the year, the Board of Directors of the Company at its meeting held on 17.07.2021 had issued and allotted 80,00,000 fully paid up equity shares as bonus equity shares, in the ratio of (2:1) i.e. 2 (two) new fully paid up Equity Share of GRM Overseas Ltd for every 1 (One) existing fully paid up equity share of the Company. Consequently, the paid-up equity share capital of the Company increased to Rs. 12,00,00,000 divided into 1,20,00,000 equity shares.

			(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
			As at	As at
	16	other equity	31st March, 2022	31st March, 2021
		reserve & surplus
		Securities Premium(A)
		OpeningBalance	1,058.43	68.95
		(+)Proceeds from Issue of EquityShare Capital	237.00	989.48
		(-)Bonus shares issued	800.00	-
		Closing Balance	495.43	1,058.43
		other reserves
		Investment Allowance Reserve(B)
		OpeningBalance	0.16	0.16
		(+)Addition	-	-
		(-)Deduction	-	-
		Closing Balance	0.16	0.16
		Forfeiture Share Capital Reserve(C)
		OpeningBalance	59.08	59.08
		(+)Addition	-	-
		(-)Deduction	-	-
		Closing Balance	59.08	59.08
		Forfeiture Share Premium Reserve(D)
		OpeningBalance (+)Addition	59.08 -	59.08 -
		(-)Deduction	-	-
		Closing Balance	59.08	59.08
		Revaluation Reserve(E)
		OpeningBalance	194.85	194.85
		(+)Addition	0.00	-
		(-)Deduction	0.00	-
		Closing Balance	194.85	194.85
		General Reserve(F)
		OpeningBalance	544.57	544.57
		(+)Addition	0.00	-
		(-)Deduction	0.00	-
		Closing Balance	544.57	544.57
		Retained Earning (G)
		Balance as at the beginningof theyear	11,568.88	8,875.42
		Proft for theyear	7,883.62	3,662.73
		Opening OCI reserve on remeasurement of employee beneft obligation	0.00	1.11
		Actuarial gain on account of remeasurement of employee	2.51	2.10
		beneftplan(Net of Tax) Less: Dividendpaid duringtheyear Balance as at the end of theyear	1,590.00 17,865.00	972.48 11,568.88

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

Other Comprehensive Income(H)
Unrealisedgain on current investment Balance as at the beginningof theyear 0.61	-
Other Comprehensive Income/losses(Net of Tax) 1.33	0.61
Balance as at the end of theyear 1.94	0.61
Share warrants(I)
Balance as at the beginningof theyear 60.75	-
Issue of share warrants 0.00	1,075.28
Conversion of share warrants (60.75)	(1,014.53)
Balance as at the end of theyear 0.00	60.75
total 19,220.11 nature and purpose of reserves: Investment Allowance reserve- This reserve created as per Income Tax Act, 1961.	13,546.43

securities premium - Securities Premium Reserve represents premium received on issue of shares at a premium. The reserves can be utilised in accordance with section 52 of Companies Act, 2013.

Forfeiture share Capital reserve - This represents amount forfeited from a member who fails to pay any call, or installment of call.

Forfeiture share premium reserve - This represents premium amount forfeited from a member who fails to pay any call, or installment of call.

revaluation reserve - Revaluation reserve represents increase in fair value of an item of property, plant and equipment less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

General reserve - The general reserve is a free reserve which is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, item included in the general reserve will not be reclassified subsequently to statement of profit and loss. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

share Warrant - Share warrants were converted to share capital within 6 months from date of allottment of warrant.

	(Amount in lakhs unless otherwise stated) Long term Borrowings As at 31st March, 2022 As at 31st March, 2021 secured Loan Term Loan from bank 74.29 15.70 Less: Current Maturities of Longterm borrowings 29.96 14.44 total 44.33 1.26 Term Loan from bank includes - sr. no. particular no. of eMI to bepaid rate of Interest Installment Amount (in Lakhs) security 1 Car Loan (Balance as on 31.03.22 is Rs. 74.29 Lakhs) 27 7.54% 3.11 Hypothecation of Motor Car
17

										(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
													As at			As at
	18 provision										31st March, 2022			31st March, 2021
	Provision for employee benefts(Refer note 29.1 to 29.4)
	Gratuity payable												40.71			34.43
													40.71			34.43
	Includes -
	Current												12.32			11.30
	Non Current												28.40			23.13
	total												40.71			34.43
										(Amount in lakhs unless otherwise stated)
													As at			As at
	19 deferred tax Liabilities(net)										31st March, 2022			31st March, 2021
	the movement on the deferred tax account is as follows:
	At the beginningof the			year									172.69			168.82
	Charge/(credit)to statement				of Proft and Loss								(6.41)			3.67
	Charge to Other Comprehensive Income												1.29			0.20
	At the end of the		year										167.57			172.69
						recognised in				As at			recognised in			As at
			As at			statement				31st			statement			31st
	particular		1 April 2020			of proft and loss		recognised in oCI		March, 2021			of proft and loss recognised in oCI			March, 2022
	deferred tax liability
	(net) deferred tax liability: Impact of diference		176.68			5.89		-		182.57			(3.94)	-		178.63
	between tax depreciation and
	depreciation charged
	for the fnancial
	reporting
	Remeasurment			0.38		-		0.20		0.58			-	0.84		1.42
	of defned beneft
	liability(Asset)
	Change in Fair value			-		-		-			-		-	0.45		0.45
	of Investment
	total deferred tax		177.05			5.89		0.20		183.15			(3.94)	1.29		180.50
	liability (A)
	deferred tax asets:
	Disallowance under			8.24		2.22		-		10.46			2.47	-		12.93
	the Income Tax Act,
	1961
	total deferred tax assets(B)		8.24			2.22		-		10.46			2.47	-		12.93
	deferred tax		168.82			3.67		0.20		172.69			(6.41)	1.29		167.57
	Liability (net) (A - B)

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

		(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
		As at	As at
20	Borrowings (current)	31st March, 2022	31st March, 2021
	Loans repayable on demand(secured):
	Workingcapital limit from bank*	24,597.92	11,160.57
	Current maturities of longterm borrowings	31.22	14.44
	other short Borrowing (unsecured)
	Other Short Term Borrowing	-	2.80
	Loans repayable on demand(unsecured):
	Loan from relatedparty
	Inter-corporate loans^	4,077.43	3,017.93
	Loans from relatedparties^	4,394.77	4,555.57
	total	33,101.34	18,751.31

*Working capital limit from banks includes pledge limit against Warehouse Receipts. These limits are secured by hypothecation of stocks of raw materials, stock in process, finished goods, stores, consumable stores and book debts etc; such credits from banks are also secured by charge on all the present and future asset of the Company and further guaranteed by Promoter Directors. The Export Credit facilities are repayable on demand and carries net interest @ 2.50 to 5% per annum (after subvention).

Warehouse financing is a way for businesses to borrow money secured by their inventories. Inventories used as collateral is moved and stored at a designated facility. The warehoused goods are inspected and certified by a collateral manager to ensure the borrower owns the inventory used to back the loan. Warehouse limit facilitiy carry interest @ 6- 9% per annum.

^ Indian rupee loans from corporates and related parties carries interest @ 7% per annum (P.Y. 8% per annum) and Interest is payable onquarterly basis. Also refer note 41 for related parties details.

21	(Amount in lakhs unless otherwise stated) tradepayables As at 31st March, 2022 As at 31st March, 2021	(Amount in lakhs unless otherwise stated) tradepayables As at 31st March, 2022 As at 31st March, 2021
	Total outstanding dues of Micro enterprises and Small	538.52 823.81
	enterprises
	Total outstanding dues of creditors other than Micro enterprises	7,212.92 3,459.93
	and Small enterprises
	total	7,751.44 4,283.74

trade payables ageing schedule for the year ended as at March 31, 2021

particulars	outstanding for following periods from due date ofpayment
	Less than 1 Year 1 - 2 Year 2 - 3 Year More than 3 Year Total
MSME	823.81 - - - 823.81
Others	3,459.93 - - - 3,459.93
Disputed dues to MSME	- - - - -
Disputed dues to others	- - - - -
total	4,283.74 - - - 4,283.74

a. The information regarding Micro, small & medium enterprises have been determined to the extent such parties have been identified on the basis of information available with the company

					As at	As at
		particulars			31st March, 2022	31st March, 2021
	A	(i)Principal amount remainingunpaid			538.52	823.81
		(ii)Interest amount remainingunpaid			1.95	0.87
	B	Interest paid by the company in terms of section 16 of Micro, Small and medium enterprises development Act, 2006,			-	-
		along with amount of payment made to supplier beyond the
		appointed days.
	C	Interest due and payable for the period of delay in making			-	-
		payment (which have been paid but beyond the appointed day during the period) but without adding interest specifed under the Micro,Small and Medium enterprises act,2006
	d	Interest accrued and remainingunpaid			1.95	0.87
	e	Interest remaining due and payable even in the succeeding			-	-
		years , until such date when the interest dues as above are actually paid to small enterprises.
				(Amount in lakhs unless otherwise stated)
					As at	As at
	22	Other current fnancial liabilities			31st March, 2022	31st March, 2021
		Business Promotion Expenses Payable			1,586.99	2,459.96
		Creditors for capitalgoods			0.60	-
		Unclaimed dividend			8.37	37.69
		Book Overdrafts			-	1,378.10
		Otherpayables			345.31	190.70
		total			1,941.27	4,066.45

trade payables ageing schedule for the year ended as at March 31, 2022

particulars	outstanding for following periods from due date ofpayment
	Less than 1 Year 1 - 2 Year 2 - 3 Year More than 3 Year Total
MSME	538.52 - - - 538.52
Others	7,212.43 0.49 - - 7,212.92
Disputed dues to MSME	- - - - 0.00
Disputed dues to others	- - - - 0.00
total	7,750.95 0.49 - - 7,751.43

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

		(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
		As at	As at
23	other current liabilities	31st March, 2022	31st March, 2021
	Advance from customer	110.34	26.06
	Statutoryduespayable	113.95	42.36
	other payables:
	ElectricityExpenses	56.62	43.40
	Payable to Auditors	7.62	3.89
	Employees Beneftspayable	28.94	22.19
	Others	346.14	243.61
	total	663.61	381.51
		(Amount in lakhs unless otherwise stated)
		As at	As at
24	Current tax liabilities(net)	31st March, 2022	31st March, 2021
	Provision for taxation(Netted of advance taxes)	1,337.01	-
	total	1,337.01	-
		(Amount in lakhs unless otherwise stated)
		As at	As at
25	revenue from operations	31st March, 2022	31st March, 2021
	sale of Goods
	Rice-Exports	89,269.28	67,456.60
	Rice-Domestic	18,171.88	9,435.42
	Other operatingrevenue	2,401.04	952.21
	total	1,09,842.20	77,844.23
		(Amount in lakhs unless otherwise stated)
		As at	As at
26	other income	31st March, 2022	31st March, 2021
	Interest Income	0.84	5.63
	Rental Income	1.20	0.80
	Proft on sale of Property,Plant & Equipment	-	2.24
	Proft on sale of Mutual Fund	1.96	-
	Exchange Gain(Net)	2,334.16	482.03
	LiabilityWritten back	1,328.32	-
	Other non operatingIncome	29.87	14.95
	total	3,696.35	505.65

			(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
				As at	As at
27	Cost of materials consumed			31st March, 2022	31st March, 2021
	OpeningStock			5,315.85	3,218.84
	Add: Purchases			97,452.56	62,627.24
	Total			1,02,768.41	65,846.08
	Deduct: ClosingStock			8,005.28	5,315.85
	total			94,763.13	60,530.23
			(Amount in lakhs unless otherwise stated)
	Changes in inventories of fnished goods, Stock-in-Trade			As at	As at
28	and Work-in- progress			31st March, 2022	31st March, 2021
	opening stock
	Finished Goods			3,222.39	2,032.44
	Stock in Trade			380.61	-
	Stores & Spares			8.46	9.15
	Others			145.53	139.74
	Deduct : ClosingStock
	Finished Goods			10,407.99	3,222.39
	Stock in Trade			0.00	380.61
	Stores & Spares			22.11	8.46
	Others			607.89	145.53
	total			(7,281.01)	(1,575.64)
			(Amount in lakhs unless otherwise stated)
				As at	As at
29	Employee beneft expenses			31st March, 2022	31st March, 2021
	Salary,Wages And Bonus			620.51	522.87
	Contribution toprovident and other funds			9.82	8.32
	Staf welfare expense			1.79	3.01
	total			632.12	534.20
			(Amount in lakhs unless otherwise stated)
29.1	Reconciliation of opening and closing balance of defned beneft obligation			As at 31st March, 2022	As at 31st March, 2021
				Gratuity	Gratuity
	Obligation at beginningofyear			34.42	28.46
	Current service cost			7.14	6.27
	Interest cost			2.50	1.99
	Actuarial(gain)/ loss			(3.35)	(2.30)
	Beneftspaid			-	-
	Obligation atyear end			40.71	34.42

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

(Amount in lakhs unless otherwise stated)

				As at	As at
**29.2 **	expense recognised during theyear In Income statement			31st March, 2022	31st March, 2021
				Gratuity	Gratuity
	Current Service Cost			7.14	6.27
	Interest Cost			2.50	1.99
	Return on Plan Assets			-	0.00
	net Cost			9.64	8.26
	In other Comprehensive Income
	Actuarial(Gain)/ Loss			(3.35)	(2.30)
	Return on Plan Assets			-	-
	net(Income) / expense for theperiod recognised in oCI			(3.35)	(2.30)
			(Amount in lakhs unless otherwise stated)
				As at	As at
**29.3 **	The defned beneft obligations shall mature as follows:			31st March, 2022	31st March, 2021
	Year 1			12.32	11.30
	Year 2			0.69	0.49
	Year 3			0.74	0.58
	Year 4			1.44	0.60
	Year 5			1.29	1.20
	Next 6years			24.24	20.25

		(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
		As at	As at
**29.4 **	Acturial Assumption	31st March, 2022	31st March, 2021
		Gratuity	Gratuity
	Discount rate(per annum)	7.25%p.a.	7.00%p.a.
	Salary growth rate(per annum)	5.00%p.a.	5.00%p.a.
	Withdrawal rate(per annum)	5.00%p.a.	5.00%p.a.
	Mortality	IALM 2012-14	IALM 2012-14

(Amount in lakhs unless otherwise stated)

			As at	As at
30	Finance costs		31st March, 2022	31st March, 2021
	Interest On Term Loan		5.86	2.78
	Interest On WorkingCapital Loan		530.59	216.71
	Interest On Other Loans		546.02	694.32
	Interest - Others		2.75	24.47
	Other BorrwingCosts		188.26	225.93
	total		1,273.48	1,164.20

	(Amount in lakhs unless otherwise stated)
31	depreciation and amortisation As at 31st March, 2022 As at 31st March, 2021
	Depreciation on Property, plant and equipment 302.05 280.79
	Amortisation of intangible assets 0.40 0.41
	total 302.45 281.21
	(Amount in lakhs unless otherwise stated)
32	other expenses As at 31st March, 2022 As at 31st March, 2021
	Power and Fuel 721.68 543.01
	Repairs
	- Repairs to Building 11.54 14.00
	- Repairs to Machinery 181.64 200.87
	- Repairs Others 15.46 7.77
	Rent 59.04 19.80
	Business Promotion Expenses 511.57 976.17
	Rates and Taxes 158.85 101.29
	Insurance 289.92 183.26
	Freight,Transport and Delivery 219.02 183.90
	Shipping& Forwarding 5,824.04 3,895.38
	PackingExpenses 3,888.06 2,581.00
	Rebate & Discounts - 2,996.80
	Payment to auditor(exclusive of GST) 6.75 3.00
	Professional Charges 38.72 30.05
	CSR Expense(Refer note no. 42) 82.00 61.00
	Charityand Donation 3.04 14.51
	Contractor Charges 846.58 579.86
	Miscellaneous Expenses 206.54 108.64
	Loss on sale of Property,Plant & Equipment 25.98 -
	Provision for diminution in value of investment 142.18 -
	total 13,232.61 12,500.32
	payment to auditor(exclusive of Gst) (Amount in lakhs unless otherwise stated)
	particulars As at 31st March, 2022 As at 31st March, 2021
	As auditor:
	Audit Fee 6.00 2.50
	Tax Audit Fee 0.50 0.50
	Other matters(Certifcates,Tax etc.) 0.25 0.68
	total 6.75 3.68

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

		(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
		As at	As at
33	tAXAtIon	31st March, 2022	31st March, 2021
	Income tax recognised in Statement of Proft and Loss
a	Current tax	2,730.65	1,249.53
b	Adjustment for earlieryears	7.91	(0.56)
c	Deferred tax	(6.41)	3.67
	Total income tax expenses recognised in the currentyear	2,732.15	1,252.64
	The income tax expenses for the year can be reconciled to the
	accounting proft as follows:
	Proft before tax	10,615.77	4,915.37
	Applicable Tax Rate	25.17%	25.17%
	Computed Tax Expense	2,671.78	1,237.10
	Tax efect of:
	Exempted income	-	-
	Non-deductible expenses	58.87	12.43
	Adjustment of Tax on other Comprehensive Income	-	-
	total	2,730.65	1,249.53
	Tax adjustment related to earlieryears	7.91	(0.56)
	Current tax provision -(A)	2,738.56	1,248.97
	Incremental Deferred Tax Liability on account of Tangible and	(3.94)	5.89
	Intangible Assets
	Incremental Deferred Tax Asset on account of Financial Assets 2.47		2.22
	and Other Items deferred tax provision(B) Tax Expenses recognised in Statement of Proft and Loss (A+B)	(6.41) 2,732.15	3.67 1,252.64
	Efective Tax Rate	25.74%	25.48%
		(Amount in lakhs unless otherwise stated)
		As at	As at
34	earnings per share	31st March, 2022	31st March, 2021
i.	Proft after taxation available to equityshareholders(`)	7,883.62	3,662.73
ii.	Weighted average number of equity shares used in calculating	598.55	600.00
iii. iv.	basic EPS(Numbers) Efect of dilutive issue of shares Weighted average number of equity shares used in calculating	- 598.55	- 600.00
	Diluted EPS(Numbers)
v.	Basic earnings per share(`)	13.17	6.10
vi.	diluted earnings per share(`)	13.17	6.10

		(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
		Year ended	Year ended
35	Fair value measurement hierarchy	31st March, 2022	31st March, 2021
		CarryingAmount	CarryingAmount
	Financial Assets at amortised Cost
	Trade Receivables	40,452.18	27,547.62
	Other fnancial asset	722.82	29.26
	Cash & Cash Equivalent	10.00	152.18
	Other Bank Balance	324.54	164.69
	Investments	15.18	44.17
	Financial Assets at fair value through oCI
	Investments	12.39	10.61
	Financial Liabilities at amortised cost
	Borrowings	33,145.67	18,752.57
	Tradepayables	7,751.44	4,283.74
	Other fnancial liabilities	1,941.27	4,066.45
Financial risk management

The Company has exposure to the following risks arising from financial instruments:

A) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investments in debt securities. The carrying amount of financial assets represents the maximum credit exposure.

- trade receivables.

• other current financial Assets

a) Credit risk management

The Company assesses and manages credit risk based on internal credit rating system, continuously monitoring defaults of customers and other counterparties, identified either individually or by the company, and incorporates this information into its credit risk controls. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets. A: Low

• B: Medium

• C: High

note - During the year, the company has issued bonus shares in the ratio of 2:1 and also sub-divided equity share of face value of Rs. 10/- per share into five equity shares of face value of Re. 2/- per share. Consequently, the basic and diluted earnings per share have been computed for all the periods presented in the Standalone Ind AS Financial Statements of the Company on the basis of the new number of equity shares in accordance with Ind AS 33 – Earnings per Share.

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

Assets under credit risk –

Assets under credit risk –
	(Amount in lakhs unless otherwise stated)
	Year ended	Year ended
description	31st March, 2022	31st March, 2021
A: Low Investments	22.39	162.79
Other Financial Assets	722.82	29.26
Cash and cash equivalents	324.54	164.69
Other bank balances	15.18	44.17
Trade receivables	40,452.18	27,547.62

Cash and cash equivalents and other bank balances

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated

banks and diversifying bank deposits and accounts in different banks.

trade receivables

The Company closely monitors the credit-worthiness of the debtors through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The Company assesses increase in credit risk on an ongoing basis for amounts receivable that become past due and default is considered to have occurred when amounts receivable become past due one year.

Other financial assets measured at amortised cost

Other financial assets measured at amortised cost includes loans and advances to employees, security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the company operates.

Maturities of financial liabilities

The tables below analyze the Company’s financial liabilities into relevant maturity of the Company based on their contractual maturities for all non-derivative financial liabilities.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

									(Amount	(Amount	in lakhs unless	in lakhs unless	otherwise stated)
	31-Mar-22		Less than 1year				1-2year		2-4 Year		4-7 Year		total
	Borrowings		33,131.30				35.13		9.20		-		33,175.63
	Tradepayable Other fnancial liabilities		7,751.44 1,941.27				- -		- -		- -		7,751.44 1,941.27
	total		42,824.01				35.13		9.20		-		42,868.34
									(Amount		in lakhs unless		otherwise stated)
	31-Mar-21 Borrowings Tradepayable Other fnancial liabilities		Less than 1year 18,751.31 4,283.74 4,066.45				1-2year 1.26 - -		2-4year - - -		4-7year - - -		total 18,752.57 4,283.74 4,066.45
	total		27,101.50				1.26		-		-		27,102.76

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

C) Market risk

Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices – will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have any non current obligations with floating rate of interest. The Company has floating rate of interest in respect of current borrowings.

Interest rate sensitivity Analysis

a) Foreign currency risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US Dollar. Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is not the functional currency of the Company.

(i) exposure to currency risk

The Company’s exposure to foreign currency risk at the end of the reporting period expressed in INR are as

follows.

(Amount in lakhs unless otherwise stated)

particulars	In foreign currency	In Indian rupees	In Indian rupees
Financial assets	March 31, 2022 March 31, 2021	**March 31, 2022 **	March 31, 2021
Trade receivables
USD	136.53 113.34	10,349.66	8,330.77
GBP	15.73 27.58	1,565.64	2,784.59
EURO	328.97 175.91	27,850.22	15,146.04
Total fnancial assets	481.22 316.83	39,765.52	26,261.39
Other fnancial liabilities
USD	20.93 32.96	1,586.99	2,459.96
Total fnancial liabilities	20.93 32.96	1,586.99	2,459.96

(ii) Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates of USD, with all other variables held constant. The impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency derivatives. Although the derivatives have not been designated in a hedge relationship, they act as an economic hedge and will offset the underlying transactions when they occur. Accordingly, no sensitivity analysis in respect of such loans is given. The Company’s exposure to foreign currency changes for all other currencies is not material.

The following table demonstrates the sensitivity to a reasonable possible change in interest rates on that portion of loans and borrowings affected.With all other variables held constant,the Company’s profit before taxes is affected through the impact on floating rate borrowings,as follows:

				(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
	particulars 31/03/2022		Inc/(dec) in basispoints		Efect onproft before taxes
	LongTerm Borrowings		50.00			(0.22)
	LongTerm Borrowings		(50.00)			0.22
	Short Term Borrowings		50.00			(165.51)
	Short Term Borrowings		(50.00)			165.51
	31/03/2021
	LongTerm Borrowings		50.00			(0.01)
	LongTerm Borrowings		(50.00)			(0.01)
	Short Term Borrowings		50.00			(93.76)
	Short Term Borrowings		(50.00)			93.76

- The Positive amount represents increase in profits while a negative amount represents decrease in profits.

• The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment.

(Amount in lakhs unless otherwise stated)

Currency	Change in rate	Efect onproft	before tax
		31-03-2022	31-03-2021
USD	Appreciation in INR by5%	438.13	293.54
GBP	Appreciation in INR by5%	78.28	139.23
EURO	Appreciation in INR by5%	1,392.51	757.30
USD	Depreciation in INR by5%	(438.13)	(293.54)
GBP	Depreciation in INR by5%	(78.28)	(139.23)
EURO	Depreciation in INR by5%	(1,392.51)	(757.30)

A positive number represents decrease in profits while a negative number represents increase in profits.

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

37. other statutory Information

36. ratios

36. ratios
			31st	31st
			March	March,
particulars	numerator	denominator	2022	2021	Variance	reasons
Current ratio (in	Current Assets	Current Liabilities	1.38	1.37	0.25%
times)
Debt Equity Ratio	Total Debt	Shareholder's	0.002	0.0001	2294.6%	Ratio increase due to
(in times)		Equity				increase in debt during
						theyear.
Debt Service	Earning available	Debt Service	152.97	104.24	46.74%	Ratio increase due to
Coverage Ratio	for debt service					decrease In term loan
(in times)	(1)					during the year.
Inventory Turnover Ratio	Cost of Goods Sold(4)	Average Inventory	7.07	9.28	-23.83%
Trade receivable	Sales	AverageTrade	3.23	2.84	13.83%
Turnover Ratio		Receivable
(in times)
Trade Payable	Purchases	Average Trade	16.19	16.25	-0.34%
Turnover Ratio (In times)		payable
Net Capital	Net Sales	Average Working	8.07	9.31	-13.34%
Turnover Ratio		Capital (3)
(in times)
Return On Equity	Net Proft	Average	45.89%	30.38%	51.04%	Ratio increase due to
(In %)		Shareholder				increase in proft in
		Equity				comparison to
						previousyear.
Net Proft Ratio	Net Proft	Net Sales	7.18%	4.71%	52.54%	Ratio increase due to
(In percentage)						increase in proft in
						comparison to sales
Return on Capital	Earning before	Capital	21.77%	17.74%	22.75%	duringtheyear.
Employed(in %) Return on Investment	interest & taxes Income generated from invested funds (5)	Employed(2) Average Investment (6)	4.93%	7.69%	-35.87%	Ratio increase due to increase in income from investment during the
						year.

• Earning available for debt service: Net Profit after Taxes + depreciation + Interest on Term Loan + Other Adjustment like loss on sale of fixed assets

• Capital Employed : Tangible Net Worth + Total Debt +Deferred tax liability

• Working Capital : Current Assets - Current Liabilities

• Cost of goods sold: Sale - Gross Profit

• Income generated from invested funds include interest on fixed deposit and realised/ unrealised gain on Mutual Fund

• Investmets include Fixed Deposit

• The Company do not have any Benami property, where any proceeding has been initiated or pending

• against the Company for holding any Benami property.

• The Company do not have any transactions with struck off companies under Section 248 of the Companies

• Act, 2013 or Section 560 of Companies Act, 1956.

• The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

• The Company has not advanced or loaned or invested funds to any other person or entity, including foreign

• entities (Intermediaries) with the understanding that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on

• behalf of the Company (Ultimate Beneficiaries); or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

• The Company has not received any fund from any person or entity, including foreign entities (Funding Party)

• with the understanding (whether recorded in writing or otherwise) that the Company shall :

• (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or

• on behalf of the Funding Party (Ultimate Beneficiaries); or

• (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

• The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

• The Company has not been declared a wilful defaulter by any bank or financial institution or other lender (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

38. Capital management

The Company’s capital management objectives are:

• to ensure the Company’s ability to continue as a going concern.

• to provide an adequate return to shareholders.

“The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet. Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company’s various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt. The Company’s adjusted net debt to equity ratio as at year end were as follows:

		(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
		As at	As at
	particulars	31st March, 2022	31st March, 2021
	Total borrowings	33,145.67	18,752.57
	Less : cash and cash equivalents	324.54	164.69
	Net borrowings	32,821.13	18,587.88
	Total equity	20,420.11	13,940.43
	Adjusted net borrowings to equity ratio	1.61	1.33

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

39. events after the reporting period

“The Board of Directors of the Company at its meeting held on 16th May 2022 has approved and declared an Interim Dividend of Rs.0.25/- (i.e. 12.50 %) per equity shares of face value of Rs.2/- each for FY 2022-23, and has fixed May 26, 2022 as the “”record date”” for the purpose of payment of Interim Dividend to shareholders, as per Regulation 42 of SEBI (LODR), Regulations, 2015. “

40. note for Contingent assets / Liabilities

	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
	As at	As at
Contingent Liabilities & Commitments	31st March, 2022	31st March, 2021
Contingent Liabilities :
Claim against the company not acknowledged as debt	-
guarantees
Corporate Guarantee for SubsidiaryLoan	750.00
Other moneyfor which the companyis contingentlyliable	-
Commitments
Estimated amount of contracts remaining to be executed on	-
capital account and notprovided for
Uncalled liabilityon shares and other investmentsparty paid	-
Other commitments(specifynature)	-
total	750.00

41. related party disclosures:

The list of related parties as identified by the management is as under:

subsidiary

GRM International Holdings Ltd. UK GRM Foodkraft Private Limited

Fellow subsidiary Key Managerial personnel

GRM Foods USA Inc

Mr. Atul Garg Mr. Hukam Chand Garg Smt. Mamta Garg Mr. Rattan Lal Mittal Mr. Balveer Singh Mr. Vedant Garg

Managing Director Director Director Chief Financial Officer (CFO) Upto- 28th September 2021 Company Secretary Chief Financial Officer (CFO) From- 29th September 2021

enterprises over which KMp Exercise significant influence person related to KMp’s

M/s Eros Agro & Farms Pvt. Ltd. M/s Rohit Buildtech Pvt. Ltd. Hukum Chand Garg HUF Mrs. Jugpati devi Wife of Mr. Hukam Chand Garg

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

|(Amountin Lakh)<br>**nature of**<br>**transaction**<br>**subsidiary / Fellow subsidiary**<br>**enterprises over which KMp**<br>**Exercise signifcant infuence**<br>**Key Managerial**<br>**personnel**<br>**relative of Key Managerial**<br>**personnel**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**sale of Finished**<br>**Goods(export)**<br>484.48<br>2,556.74<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of Finished**<br>**Goods(domestic)**<br>17,162.60<br>4,859.79<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of packing**<br>**Material**<br>**(domestic)**<br>3.64<br>0.13<br>-<br>-<br>-<br>-<br>-<br>-<br>**Amount paid as**<br>**reimbursement**<br>164.36<br>76.82<br>-<br>-<br>-<br>-<br>-<br>-<br>**rent received**<br>1.20<br>0.80<br>-<br>-<br>-<br>-<br>-<br>-<br>**Investment**<br>-<br>10.00<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**unsecured Loans**<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**- Amount received**<br>-<br>-<br>1,057.72<br>200.75<br>1,448.05<br>3,876.85<br>-<br>-<br>**- Amount repaid**<br>-<br>-<br>228.51<br>3,173.36<br>1,870.00<br>2,424.00<br>-<br>-<br>**- Interest accrued**<br>-<br>-<br>255.87<br>446.06<br>290.15<br>248.25<br>-<br>-<br>**rent paid**<br>-<br>-<br>40.05<br>5.40<br>8.10<br>7.20<br>8.10<br>7.20<br>**remuneration#**<br>-<br>-<br>-<br>-<br>319.26<br>274.82<br>36.00<br>48.77<br>-<br>-<br>**Balance (payable)/**<br>**receivable as at**<br>**year end**<br>**2,332.74**<br>**3,726.30**<br>**(4,077.43)**<br>**(3,017.93)**<br>**(4,394.77)**<br>**(4,555.57)**<br>**-**<br>**-**|(Amountin Lakh)
nature of
transaction
subsidiary / Fellow subsidiary
enterprises over which KMp
Exercise signifcant infuence
Key Managerial
personnel
relative of Key Managerial
personnel
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
sale of Finished
Goods(export)
484.48
2,556.74
-
-
-
-
-
-
sale of Finished
Goods(domestic)
17,162.60
4,859.79
-
-
-
-
-
-
sale of packing
Material
(domestic)
3.64
0.13
-
-
-
-
-
-
Amount paid as
reimbursement
164.36
76.82
-
-
-
-
-
-
rent received
1.20
0.80
-
-
-
-
-
-
Investment
-
10.00
-
-
-
-
-
-
-
unsecured Loans
-
-
-
-
-
-
-
-
- Amount received
-
-
1,057.72
200.75
1,448.05
3,876.85
-
-
- Amount repaid
-
-
228.51
3,173.36
1,870.00
2,424.00
-
-
- Interest accrued
-
-
255.87
446.06
290.15
248.25
-
-
rent paid
-
-
40.05
5.40
8.10
7.20
8.10
7.20
remuneration#
-
-
-
-
319.26
274.82
36.00
48.77
-
-
Balance (payable)/
receivable as at
year end
2,332.74
3,726.30
(4,077.43)
(3,017.93)
(4,394.77)
(4,555.57)
-
-|(Amountin Lakh)<br>**nature of**<br>**transaction**<br>**subsidiary / Fellow subsidiary**<br>**enterprises over which KMp**<br>**Exercise signifcant infuence**<br>**Key Managerial**<br>**personnel**<br>**relative of Key Managerial**<br>**personnel**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**sale of Finished**<br>**Goods(export)**<br>484.48<br>2,556.74<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of Finished**<br>**Goods(domestic)**<br>17,162.60<br>4,859.79<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of packing**<br>**Material**<br>**(domestic)**<br>3.64<br>0.13<br>-<br>-<br>-<br>-<br>-<br>-<br>**Amount paid as**<br>**reimbursement**<br>164.36<br>76.82<br>-<br>-<br>-<br>-<br>-<br>-<br>**rent received**<br>1.20<br>0.80<br>-<br>-<br>-<br>-<br>-<br>-<br>**Investment**<br>-<br>10.00<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**unsecured Loans**<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**- Amount received**<br>-<br>-<br>1,057.72<br>200.75<br>1,448.05<br>3,876.85<br>-<br>-<br>**- Amount repaid**<br>-<br>-<br>228.51<br>3,173.36<br>1,870.00<br>2,424.00<br>-<br>-<br>**- Interest accrued**<br>-<br>-<br>255.87<br>446.06<br>290.15<br>248.25<br>-<br>-<br>**rent paid**<br>-<br>-<br>40.05<br>5.40<br>8.10<br>7.20<br>8.10<br>7.20<br>**remuneration#**<br>-<br>-<br>-<br>-<br>319.26<br>274.82<br>36.00<br>48.77<br>-<br>-<br>**Balance (payable)/**<br>**receivable as at**<br>**year end**<br>**2,332.74**<br>**3,726.30**<br>**(4,077.43)**<br>**(3,017.93)**<br>**(4,394.77)**<br>**(4,555.57)**<br>**-**<br>**-**|(Amountin Lakh)
nature of
transaction
subsidiary / Fellow subsidiary
enterprises over which KMp
Exercise signifcant infuence
Key Managerial
personnel
relative of Key Managerial
personnel
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
sale of Finished
Goods(export)
484.48
2,556.74
-
-
-
-
-
-
sale of Finished
Goods(domestic)
17,162.60
4,859.79
-
-
-
-
-
-
sale of packing
Material
(domestic)
3.64
0.13
-
-
-
-
-
-
Amount paid as
reimbursement
164.36
76.82
-
-
-
-
-
-
rent received
1.20
0.80
-
-
-
-
-
-
Investment
-
10.00
-
-
-
-
-
-
-
unsecured Loans
-
-
-
-
-
-
-
-
- Amount received
-
-
1,057.72
200.75
1,448.05
3,876.85
-
-
- Amount repaid
-
-
228.51
3,173.36
1,870.00
2,424.00
-
-
- Interest accrued
-
-
255.87
446.06
290.15
248.25
-
-
rent paid
-
-
40.05
5.40
8.10
7.20
8.10
7.20
remuneration#
-
-
-
-
319.26
274.82
36.00
48.77
-
-
Balance (payable)/
receivable as at
year end
2,332.74
3,726.30
(4,077.43)
(3,017.93)
(4,394.77)
(4,555.57)
-
-|(Amountin Lakh)<br>**nature of**<br>**transaction**<br>**subsidiary / Fellow subsidiary**<br>**enterprises over which KMp**<br>**Exercise signifcant infuence**<br>**Key Managerial**<br>**personnel**<br>**relative of Key Managerial**<br>**personnel**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**sale of Finished**<br>**Goods(export)**<br>484.48<br>2,556.74<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of Finished**<br>**Goods(domestic)**<br>17,162.60<br>4,859.79<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of packing**<br>**Material**<br>**(domestic)**<br>3.64<br>0.13<br>-<br>-<br>-<br>-<br>-<br>-<br>**Amount paid as**<br>**reimbursement**<br>164.36<br>76.82<br>-<br>-<br>-<br>-<br>-<br>-<br>**rent received**<br>1.20<br>0.80<br>-<br>-<br>-<br>-<br>-<br>-<br>**Investment**<br>-<br>10.00<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**unsecured Loans**<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**- Amount received**<br>-<br>-<br>1,057.72<br>200.75<br>1,448.05<br>3,876.85<br>-<br>-<br>**- Amount repaid**<br>-<br>-<br>228.51<br>3,173.36<br>1,870.00<br>2,424.00<br>-<br>-<br>**- Interest accrued**<br>-<br>-<br>255.87<br>446.06<br>290.15<br>248.25<br>-<br>-<br>**rent paid**<br>-<br>-<br>40.05<br>5.40<br>8.10<br>7.20<br>8.10<br>7.20<br>**remuneration#**<br>-<br>-<br>-<br>-<br>319.26<br>274.82<br>36.00<br>48.77<br>-<br>-<br>**Balance (payable)/**<br>**receivable as at**<br>**year end**<br>**2,332.74**<br>**3,726.30**<br>**(4,077.43)**<br>**(3,017.93)**<br>**(4,394.77)**<br>**(4,555.57)**<br>**-**<br>**-**|(Amountin Lakh)
nature of
transaction
subsidiary / Fellow subsidiary
enterprises over which KMp
Exercise signifcant infuence
Key Managerial
personnel
relative of Key Managerial
personnel
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
sale of Finished
Goods(export)
484.48
2,556.74
-
-
-
-
-
-
sale of Finished
Goods(domestic)
17,162.60
4,859.79
-
-
-
-
-
-
sale of packing
Material
(domestic)
3.64
0.13
-
-
-
-
-
-
Amount paid as
reimbursement
164.36
76.82
-
-
-
-
-
-
rent received
1.20
0.80
-
-
-
-
-
-
Investment
-
10.00
-
-
-
-
-
-
-
unsecured Loans
-
-
-
-
-
-
-
-
- Amount received
-
-
1,057.72
200.75
1,448.05
3,876.85
-
-
- Amount repaid
-
-
228.51
3,173.36
1,870.00
2,424.00
-
-
- Interest accrued
-
-
255.87
446.06
290.15
248.25
-
-
rent paid
-
-
40.05
5.40
8.10
7.20
8.10
7.20
remuneration#
-
-
-
-
319.26
274.82
36.00
48.77
-
-
Balance (payable)/
receivable as at
year end
2,332.74
3,726.30
(4,077.43)
(3,017.93)
(4,394.77)
(4,555.57)
-
-|(Amountin Lakh)<br>**nature of**<br>**transaction**<br>**subsidiary / Fellow subsidiary**<br>**enterprises over which KMp**<br>**Exercise signifcant infuence**<br>**Key Managerial**<br>**personnel**<br>**relative of Key Managerial**<br>**personnel**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**sale of Finished**<br>**Goods(export)**<br>484.48<br>2,556.74<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of Finished**<br>**Goods(domestic)**<br>17,162.60<br>4,859.79<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of packing**<br>**Material**<br>**(domestic)**<br>3.64<br>0.13<br>-<br>-<br>-<br>-<br>-<br>-<br>**Amount paid as**<br>**reimbursement**<br>164.36<br>76.82<br>-<br>-<br>-<br>-<br>-<br>-<br>**rent received**<br>1.20<br>0.80<br>-<br>-<br>-<br>-<br>-<br>-<br>**Investment**<br>-<br>10.00<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**unsecured Loans**<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**- Amount received**<br>-<br>-<br>1,057.72<br>200.75<br>1,448.05<br>3,876.85<br>-<br>-<br>**- Amount repaid**<br>-<br>-<br>228.51<br>3,173.36<br>1,870.00<br>2,424.00<br>-<br>-<br>**- Interest accrued**<br>-<br>-<br>255.87<br>446.06<br>290.15<br>248.25<br>-<br>-<br>**rent paid**<br>-<br>-<br>40.05<br>5.40<br>8.10<br>7.20<br>8.10<br>7.20<br>**remuneration#**<br>-<br>-<br>-<br>-<br>319.26<br>274.82<br>36.00<br>48.77<br>-<br>-<br>**Balance (payable)/**<br>**receivable as at**<br>**year end**<br>**2,332.74**<br>**3,726.30**<br>**(4,077.43)**<br>**(3,017.93)**<br>**(4,394.77)**<br>**(4,555.57)**<br>**-**<br>**-**|(Amountin Lakh)
nature of
transaction
subsidiary / Fellow subsidiary
enterprises over which KMp
Exercise signifcant infuence
Key Managerial
personnel
relative of Key Managerial
personnel
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
sale of Finished
Goods(export)
484.48
2,556.74
-
-
-
-
-
-
sale of Finished
Goods(domestic)
17,162.60
4,859.79
-
-
-
-
-
-
sale of packing
Material
(domestic)
3.64
0.13
-
-
-
-
-
-
Amount paid as
reimbursement
164.36
76.82
-
-
-
-
-
-
rent received
1.20
0.80
-
-
-
-
-
-
Investment
-
10.00
-
-
-
-
-
-
-
unsecured Loans
-
-
-
-
-
-
-
-
- Amount received
-
-
1,057.72
200.75
1,448.05
3,876.85
-
-
- Amount repaid
-
-
228.51
3,173.36
1,870.00
2,424.00
-
-
- Interest accrued
-
-
255.87
446.06
290.15
248.25
-
-
rent paid
-
-
40.05
5.40
8.10
7.20
8.10
7.20
remuneration#
-
-
-
-
319.26
274.82
36.00
48.77
-
-
Balance (payable)/
receivable as at
year end
2,332.74
3,726.30
(4,077.43)
(3,017.93)
(4,394.77)
(4,555.57)
-
-|(Amountin Lakh)<br>**nature of**<br>**transaction**<br>**subsidiary / Fellow subsidiary**<br>**enterprises over which KMp**<br>**Exercise signifcant infuence**<br>**Key Managerial**<br>**personnel**<br>**relative of Key Managerial**<br>**personnel**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**sale of Finished**<br>**Goods(export)**<br>484.48<br>2,556.74<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of Finished**<br>**Goods(domestic)**<br>17,162.60<br>4,859.79<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of packing**<br>**Material**<br>**(domestic)**<br>3.64<br>0.13<br>-<br>-<br>-<br>-<br>-<br>-<br>**Amount paid as**<br>**reimbursement**<br>164.36<br>76.82<br>-<br>-<br>-<br>-<br>-<br>-<br>**rent received**<br>1.20<br>0.80<br>-<br>-<br>-<br>-<br>-<br>-<br>**Investment**<br>-<br>10.00<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**unsecured Loans**<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**- Amount received**<br>-<br>-<br>1,057.72<br>200.75<br>1,448.05<br>3,876.85<br>-<br>-<br>**- Amount repaid**<br>-<br>-<br>228.51<br>3,173.36<br>1,870.00<br>2,424.00<br>-<br>-<br>**- Interest accrued**<br>-<br>-<br>255.87<br>446.06<br>290.15<br>248.25<br>-<br>-<br>**rent paid**<br>-<br>-<br>40.05<br>5.40<br>8.10<br>7.20<br>8.10<br>7.20<br>**remuneration#**<br>-<br>-<br>-<br>-<br>319.26<br>274.82<br>36.00<br>48.77<br>-<br>-<br>**Balance (payable)/**<br>**receivable as at**<br>**year end**<br>**2,332.74**<br>**3,726.30**<br>**(4,077.43)**<br>**(3,017.93)**<br>**(4,394.77)**<br>**(4,555.57)**<br>**-**<br>**-**|(Amountin Lakh)
nature of
transaction
subsidiary / Fellow subsidiary
enterprises over which KMp
Exercise signifcant infuence
Key Managerial
personnel
relative of Key Managerial
personnel
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
sale of Finished
Goods(export)
484.48
2,556.74
-
-
-
-
-
-
sale of Finished
Goods(domestic)
17,162.60
4,859.79
-
-
-
-
-
-
sale of packing
Material
(domestic)
3.64
0.13
-
-
-
-
-
-
Amount paid as
reimbursement
164.36
76.82
-
-
-
-
-
-
rent received
1.20
0.80
-
-
-
-
-
-
Investment
-
10.00
-
-
-
-
-
-
-
unsecured Loans
-
-
-
-
-
-
-
-
- Amount received
-
-
1,057.72
200.75
1,448.05
3,876.85
-
-
- Amount repaid
-
-
228.51
3,173.36
1,870.00
2,424.00
-
-
- Interest accrued
-
-
255.87
446.06
290.15
248.25
-
-
rent paid
-
-
40.05
5.40
8.10
7.20
8.10
7.20
remuneration#
-
-
-
-
319.26
274.82
36.00
48.77
-
-
Balance (payable)/
receivable as at
year end
2,332.74
3,726.30
(4,077.43)
(3,017.93)
(4,394.77)
(4,555.57)
-
-|(Amountin Lakh)<br>**nature of**<br>**transaction**<br>**subsidiary / Fellow subsidiary**<br>**enterprises over which KMp**<br>**Exercise signifcant infuence**<br>**Key Managerial**<br>**personnel**<br>**relative of Key Managerial**<br>**personnel**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**sale of Finished**<br>**Goods(export)**<br>484.48<br>2,556.74<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of Finished**<br>**Goods(domestic)**<br>17,162.60<br>4,859.79<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of packing**<br>**Material**<br>**(domestic)**<br>3.64<br>0.13<br>-<br>-<br>-<br>-<br>-<br>-<br>**Amount paid as**<br>**reimbursement**<br>164.36<br>76.82<br>-<br>-<br>-<br>-<br>-<br>-<br>**rent received**<br>1.20<br>0.80<br>-<br>-<br>-<br>-<br>-<br>-<br>**Investment**<br>-<br>10.00<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**unsecured Loans**<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**- Amount received**<br>-<br>-<br>1,057.72<br>200.75<br>1,448.05<br>3,876.85<br>-<br>-<br>**- Amount repaid**<br>-<br>-<br>228.51<br>3,173.36<br>1,870.00<br>2,424.00<br>-<br>-<br>**- Interest accrued**<br>-<br>-<br>255.87<br>446.06<br>290.15<br>248.25<br>-<br>-<br>**rent paid**<br>-<br>-<br>40.05<br>5.40<br>8.10<br>7.20<br>8.10<br>7.20<br>**remuneration#**<br>-<br>-<br>-<br>-<br>319.26<br>274.82<br>36.00<br>48.77<br>-<br>-<br>**Balance (payable)/**<br>**receivable as at**<br>**year end**<br>**2,332.74**<br>**3,726.30**<br>**(4,077.43)**<br>**(3,017.93)**<br>**(4,394.77)**<br>**(4,555.57)**<br>**-**<br>**-**|(Amountin Lakh)
nature of
transaction
subsidiary / Fellow subsidiary
enterprises over which KMp
Exercise signifcant infuence
Key Managerial
personnel
relative of Key Managerial
personnel
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
sale of Finished
Goods(export)
484.48
2,556.74
-
-
-
-
-
-
sale of Finished
Goods(domestic)
17,162.60
4,859.79
-
-
-
-
-
-
sale of packing
Material
(domestic)
3.64
0.13
-
-
-
-
-
-
Amount paid as
reimbursement
164.36
76.82
-
-
-
-
-
-
rent received
1.20
0.80
-
-
-
-
-
-
Investment
-
10.00
-
-
-
-
-
-
-
unsecured Loans
-
-
-
-
-
-
-
-
- Amount received
-
-
1,057.72
200.75
1,448.05
3,876.85
-
-
- Amount repaid
-
-
228.51
3,173.36
1,870.00
2,424.00
-
-
- Interest accrued
-
-
255.87
446.06
290.15
248.25
-
-
rent paid
-
-
40.05
5.40
8.10
7.20
8.10
7.20
remuneration#
-
-
-
-
319.26
274.82
36.00
48.77
-
-
Balance (payable)/
receivable as at
year end
2,332.74
3,726.30
(4,077.43)
(3,017.93)
(4,394.77)
(4,555.57)
-
-|(Amountin Lakh)<br>**nature of**<br>**transaction**<br>**subsidiary / Fellow subsidiary**<br>**enterprises over which KMp**<br>**Exercise signifcant infuence**<br>**Key Managerial**<br>**personnel**<br>**relative of Key Managerial**<br>**personnel**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**sale of Finished**<br>**Goods(export)**<br>484.48<br>2,556.74<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of Finished**<br>**Goods(domestic)**<br>17,162.60<br>4,859.79<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of packing**<br>**Material**<br>**(domestic)**<br>3.64<br>0.13<br>-<br>-<br>-<br>-<br>-<br>-<br>**Amount paid as**<br>**reimbursement**<br>164.36<br>76.82<br>-<br>-<br>-<br>-<br>-<br>-<br>**rent received**<br>1.20<br>0.80<br>-<br>-<br>-<br>-<br>-<br>-<br>**Investment**<br>-<br>10.00<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**unsecured Loans**<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**- Amount received**<br>-<br>-<br>1,057.72<br>200.75<br>1,448.05<br>3,876.85<br>-<br>-<br>**- Amount repaid**<br>-<br>-<br>228.51<br>3,173.36<br>1,870.00<br>2,424.00<br>-<br>-<br>**- Interest accrued**<br>-<br>-<br>255.87<br>446.06<br>290.15<br>248.25<br>-<br>-<br>**rent paid**<br>-<br>-<br>40.05<br>5.40<br>8.10<br>7.20<br>8.10<br>7.20<br>**remuneration#**<br>-<br>-<br>-<br>-<br>319.26<br>274.82<br>36.00<br>48.77<br>-<br>-<br>**Balance (payable)/**<br>**receivable as at**<br>**year end**<br>**2,332.74**<br>**3,726.30**<br>**(4,077.43)**<br>**(3,017.93)**<br>**(4,394.77)**<br>**(4,555.57)**<br>**-**<br>**-**|(Amountin Lakh)
nature of
transaction
subsidiary / Fellow subsidiary
enterprises over which KMp
Exercise signifcant infuence
Key Managerial
personnel
relative of Key Managerial
personnel
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
sale of Finished
Goods(export)
484.48
2,556.74
-
-
-
-
-
-
sale of Finished
Goods(domestic)
17,162.60
4,859.79
-
-
-
-
-
-
sale of packing
Material
(domestic)
3.64
0.13
-
-
-
-
-
-
Amount paid as
reimbursement
164.36
76.82
-
-
-
-
-
-
rent received
1.20
0.80
-
-
-
-
-
-
Investment
-
10.00
-
-
-
-
-
-
-
unsecured Loans
-
-
-
-
-
-
-
-
- Amount received
-
-
1,057.72
200.75
1,448.05
3,876.85
-
-
- Amount repaid
-
-
228.51
3,173.36
1,870.00
2,424.00
-
-
- Interest accrued
-
-
255.87
446.06
290.15
248.25
-
-
rent paid
-
-
40.05
5.40
8.10
7.20
8.10
7.20
remuneration#
-
-
-
-
319.26
274.82
36.00
48.77
-
-
Balance (payable)/
receivable as at
year end
2,332.74
3,726.30
(4,077.43)
(3,017.93)
(4,394.77)
(4,555.57)
-
-|(Amountin Lakh)<br>**nature of**<br>**transaction**<br>**subsidiary / Fellow subsidiary**<br>**enterprises over which KMp**<br>**Exercise signifcant infuence**<br>**Key Managerial**<br>**personnel**<br>**relative of Key Managerial**<br>**personnel**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**sale of Finished**<br>**Goods(export)**<br>484.48<br>2,556.74<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of Finished**<br>**Goods(domestic)**<br>17,162.60<br>4,859.79<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of packing**<br>**Material**<br>**(domestic)**<br>3.64<br>0.13<br>-<br>-<br>-<br>-<br>-<br>-<br>**Amount paid as**<br>**reimbursement**<br>164.36<br>76.82<br>-<br>-<br>-<br>-<br>-<br>-<br>**rent received**<br>1.20<br>0.80<br>-<br>-<br>-<br>-<br>-<br>-<br>**Investment**<br>-<br>10.00<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**unsecured Loans**<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**- Amount received**<br>-<br>-<br>1,057.72<br>200.75<br>1,448.05<br>3,876.85<br>-<br>-<br>**- Amount repaid**<br>-<br>-<br>228.51<br>3,173.36<br>1,870.00<br>2,424.00<br>-<br>-<br>**- Interest accrued**<br>-<br>-<br>255.87<br>446.06<br>290.15<br>248.25<br>-<br>-<br>**rent paid**<br>-<br>-<br>40.05<br>5.40<br>8.10<br>7.20<br>8.10<br>7.20<br>**remuneration#**<br>-<br>-<br>-<br>-<br>319.26<br>274.82<br>36.00<br>48.77<br>-<br>-<br>**Balance (payable)/**<br>**receivable as at**<br>**year end**<br>**2,332.74**<br>**3,726.30**<br>**(4,077.43)**<br>**(3,017.93)**<br>**(4,394.77)**<br>**(4,555.57)**<br>**-**<br>**-**|(Amountin Lakh)
nature of
transaction
subsidiary / Fellow subsidiary
enterprises over which KMp
Exercise signifcant infuence
Key Managerial
personnel
relative of Key Managerial
personnel
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
sale of Finished
Goods(export)
484.48
2,556.74
-
-
-
-
-
-
sale of Finished
Goods(domestic)
17,162.60
4,859.79
-
-
-
-
-
-
sale of packing
Material
(domestic)
3.64
0.13
-
-
-
-
-
-
Amount paid as
reimbursement
164.36
76.82
-
-
-
-
-
-
rent received
1.20
0.80
-
-
-
-
-
-
Investment
-
10.00
-
-
-
-
-
-
-
unsecured Loans
-
-
-
-
-
-
-
-
- Amount received
-
-
1,057.72
200.75
1,448.05
3,876.85
-
-
- Amount repaid
-
-
228.51
3,173.36
1,870.00
2,424.00
-
-
- Interest accrued
-
-
255.87
446.06
290.15
248.25
-
-
rent paid
-
-
40.05
5.40
8.10
7.20
8.10
7.20
remuneration#
-
-
-
-
319.26
274.82
36.00
48.77
-
-
Balance (payable)/
receivable as at
year end
2,332.74
3,726.30
(4,077.43)
(3,017.93)
(4,394.77)
(4,555.57)
-
-|(Amountin Lakh)<br>**nature of**<br>**transaction**<br>**subsidiary / Fellow subsidiary**<br>**enterprises over which KMp**<br>**Exercise signifcant infuence**<br>**Key Managerial**<br>**personnel**<br>**relative of Key Managerial**<br>**personnel**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**Year ended**<br>**31 March 2022**<br>**Year ended**<br>**31 March 2021**<br>**sale of Finished**<br>**Goods(export)**<br>484.48<br>2,556.74<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of Finished**<br>**Goods(domestic)**<br>17,162.60<br>4,859.79<br>-<br>-<br>-<br>-<br>-<br>-<br>**sale of packing**<br>**Material**<br>**(domestic)**<br>3.64<br>0.13<br>-<br>-<br>-<br>-<br>-<br>-<br>**Amount paid as**<br>**reimbursement**<br>164.36<br>76.82<br>-<br>-<br>-<br>-<br>-<br>-<br>**rent received**<br>1.20<br>0.80<br>-<br>-<br>-<br>-<br>-<br>-<br>**Investment**<br>-<br>10.00<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**unsecured Loans**<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>-<br>**- Amount received**<br>-<br>-<br>1,057.72<br>200.75<br>1,448.05<br>3,876.85<br>-<br>-<br>**- Amount repaid**<br>-<br>-<br>228.51<br>3,173.36<br>1,870.00<br>2,424.00<br>-<br>-<br>**- Interest accrued**<br>-<br>-<br>255.87<br>446.06<br>290.15<br>248.25<br>-<br>-<br>**rent paid**<br>-<br>-<br>40.05<br>5.40<br>8.10<br>7.20<br>8.10<br>7.20<br>**remuneration#**<br>-<br>-<br>-<br>-<br>319.26<br>274.82<br>36.00<br>48.77<br>-<br>-<br>**Balance (payable)/**<br>**receivable as at**<br>**year end**<br>**2,332.74**<br>**3,726.30**<br>**(4,077.43)**<br>**(3,017.93)**<br>**(4,394.77)**<br>**(4,555.57)**<br>**-**<br>**-**|(Amountin Lakh)
nature of
transaction
subsidiary / Fellow subsidiary
enterprises over which KMp
Exercise signifcant infuence
Key Managerial
personnel
relative of Key Managerial
personnel
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2021
sale of Finished
Goods(export)
484.48
2,556.74
-
-
-
-
-
-
sale of Finished
Goods(domestic)
17,162.60
4,859.79
-
-
-
-
-
-
sale of packing
Material
(domestic)
3.64
0.13
-
-
-
-
-
-
Amount paid as
reimbursement
164.36
76.82
-
-
-
-
-
-
rent received
1.20
0.80
-
-
-
-
-
-
Investment
-
10.00
-
-
-
-
-
-
-
unsecured Loans
-
-
-
-
-
-
-
-
- Amount received
-
-
1,057.72
200.75
1,448.05
3,876.85
-
-
- Amount repaid
-
-
228.51
3,173.36
1,870.00
2,424.00
-
-
- Interest accrued
-
-
255.87
446.06
290.15
248.25
-
-
rent paid
-
-
40.05
5.40
8.10
7.20
8.10
7.20
remuneration#
-
-
-
-
319.26
274.82
36.00
48.77
-
-
Balance (payable)/
receivable as at
year end
2,332.74
3,726.30
(4,077.43)
(3,017.93)
(4,394.77)
(4,555.57)
-
-|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
||l
l
relative of K|
Year ended
31 March 2022
|
-|
-|
-|
-|
-|
-||
-|
-|
-|
-|
8.10|
36.00||-|
||Key Manageria
personne|Year ended
31 March 2021|-|-|-|-|-|-||-|3,876.85|2,424.00|248.25|7.20|274.82||(4,555.57)|
||
e|
Year ended
31 March 2022|
-|
-|
-|
-|
-|
-||
-|
1,448.05|
1,870.00|
290.15|
8.10|
319.26||(4,394.77)|
||ver which KMp
fcant infuenc|Year ended
31 March 2021|-|-|-|-|-|-||-|200.75|3,173.36|446.06|5.40|-||(3,017.93)|
||
enterprises o
Exercise signi|
Year ended
31 March 2022|
-|
-|
-|
-|
-|
-||
-|
1,057.72|
228.51|
255.87|
40.05|
-||
(4,077.43)|
||llow subsidiary|Year ended
31 March 2021|2,556.74|4,859.79|0.13|76.82|0.80|10.00||-|-|-|-|-|-|-|3,726.30|
||subsidiary / Fe|Year ended
31 March 2022|484.48|17,162.60|3.64|164.36|1.20|-|-|-|-|-|-|-|-|-|2,332.74|
||nature of
transaction||sale of Finished
Goods(export)|sale of Finished
Goods(domestic)|sale of packing
Material
(domestic)|Amount paid as
reimbursement|rent received|Investment||unsecured Loans|- Amount received|- Amount repaid|- Interest accrued|rent paid|remuneration#||Balance (payable)/
receivable as at
year end|

Remuneration paid to KMP’s and relatives of KMP does not include the provision made for gratuity and leave benefits, as they are determined on an actuarial basis for all the employees together. 42. disclosure relating to Corporate social responsibility (Csr) expenditure

42. disclosure relating to Corporate social responsibility (Csr) expenditure
	(Amount`in Lakh)
particulars For the year ended	For the year ended
March 31, 2022	March 31, 2021
(i) Gross amount required to be spent by the Company during the 81.09	60.72
year
81.09	60.72
(ii) Amount spent during theyear ending on March 31, 2022 :
1. Construction / acquisition of anyasset
– Construction of Medical Institute's Building through Indraprastha Global Education and Research Foundation -	20.00
2. Onpurposes other than(1)above
– PromotingHealth Care through Sansthanam AbhayDaanam 51.00	-
– Promoting Skill Development Centre through Shri Madhav Sewa Nayas 31.00	-
– Promoting Health Care through Nitya Foundation & Indra Prastha -	41.00
Global
i)Short fall at the end of theyear -	-

43. The spread of Corona virus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. There is no significant impact of COVID-19 on the Company’s operations and revenue during the period as the company business comes under essential category. The Company has taken into account the possible impact of COVID-19 in preparation of the audited standalone financial statement.

43.The spread of Corona virus (COVID-19) pandemic globally and in India is causing signifcant disturbance and slowdown of economic activity. There is no signifcant impact of COVID-19 on the Company’s operations and revenue during the period as the company business comes under essential category. The Company has taken into account the possible impact of COVID-19 in preparation of the audited standalone fnancial statement.	43.The spread of Corona virus (COVID-19) pandemic globally and in India is causing signifcant disturbance and slowdown of economic activity. There is no signifcant impact of COVID-19 on the Company’s operations and revenue during the period as the company business comes under essential category. The Company has taken into account the possible impact of COVID-19 in preparation of the audited standalone fnancial statement.	43.The spread of Corona virus (COVID-19) pandemic globally and in India is causing signifcant disturbance and slowdown of economic activity. There is no signifcant impact of COVID-19 on the Company’s operations and revenue during the period as the company business comes under essential category. The Company has taken into account the possible impact of COVID-19 in preparation of the audited standalone fnancial statement.
44.The previous year fgures have been regrouped/ reclassifed, wherever necessary to conform to the current year
presentation.
45.The Company is predominantly engaged in the single business segment of food sector.
46. Approval of fnancial Statements The fnancial statements were approved by the board of directors on		16th May, 2022.
For Vinod Kumar & Associates		For and on behalf of the Board of directors
Chartered Accountants		GrM oVerseAs LIMIted
Firm registration no. 002304n
sd/-	sd/-	sd/-
CA. Mukesh dadhich	Mamta Garg	Atul Garg
partner	director	Managing director
Membership no. 511741	dIn :05110727	dIn : 02380612
delhi
16th May, 2022	sd/-	sd/-
	Vedant Garg	Balveer singh
	Chief Financial Ofcer	Company Secretary
	CGXpG3398e	M. no. A59007

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

Independent AudItors’ report

to the Members of GrM oVerseAs LIMIted

report on the Audit of the Consolidated Ind As Financial statements

opinion

We have audited the accompanying Consolidated Ind AS Financial Statements of GrM oVerseAs LIMIted (hereinafter referred to as “the Holding Company”), and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) which comprise the consolidated Balance sheet as at 31st March, 2022, and the consolidated Statement of Profit and Loss (including other comprehensive income), the consolidated statement of Changes in Equity and the consolidated Statement of Cash Flows for the year then ended, and notes to the Consolidated Ind AS Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the Consolidated Ind AS Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of report of other auditor on separate financial statements and on the other financial information of the subsidiaries, referred to in the Other Matters paragraph below, the aforesaid Consolidated Ind AS Financial Statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31st March, 2022, its consolidated profit and other comprehensive income, consolidated cash flows and the consolidated statement of changes in equity for the year then ended.

Basis for opinion

We conducted our audit of the Consolidated Ind AS Financial Statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the ‘Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements’ section of our report. We are independent of the Group in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the consolidated Ind AS financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Ind AS Financial Statements.

Our opinion on the Consolidated Ind AS Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Consolidated Ind AS Financial Statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the Consolidated Ind AS Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

responsibilities of Management & those charged with Governance for the Consolidated Ind as Financial

statements

The Holding Company’s management and Board of Directors are responsible for the preparation and presentation of these Consolidated Ind AS Financial Statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective management and Board of Directors of the entities included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each entity and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Ind AS Financial Statements by the management and Board of Directors of the Holding Company, as aforesaid.

In preparing the Consolidated Ind AS Financial Statements, the respective management and Board of Directors of the entities included in the Group are responsible for assessing the ability of each entity to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective management and Board of Directors, either intends to liquidate the entity or to cease operations, or has no realistic alternative but to do so.

Those respective Board of Directors of the entities included in the Group are responsible for overseeing the financial reporting process of each entity.

Key Audit Matters

Auditor’s responsibilities for the Audit of the Consolidated Ind As Financial statements

Key audit matters (‘KAM’) are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Ind AS Financial Statements for the financial year ended 31st March, 2022. These matters were addressed in the context of our audit of the Consolidated Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

Information other than the Financial statements and Auditor’s report thereon

The Holding Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Holding Company’s Annual report, but does not include the Consolidated Ind AS Financial Statements and our auditor’s report thereon.

Our objectives are to obtain reasonable assurance about whether the Consolidated Ind AS Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Ind AS Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

146 • ANNUAL REPORT 2021-22

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GRM OVERSEAS LIMITED

• Identify and assess the risks of material misstatement of the Consolidated Ind AS Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on the internal financial control with reference to the Consolidated Ind AS Financial Statements and operating effectiveness of such controls based on our audit.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by managements and Board of Directors of the Holding Company.

• Conclude on the appropriateness of managements and Board of Directors use of the going concern basis of accounting in preparation of Consolidated Ind AS Financial Statement and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Ind AS Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Consolidated Ind AS Financial Statements, including the disclosures, and whether the Consolidated Ind AS Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of such entities within the Group of which we are the independent auditors and whose financial information we have audited, to express an opinion on the Consolidated Ind AS Financial Statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the Consolidated Ind AS Financial Statements of which we are the independent auditors. For the other entities included in the Consolidated Ind AS Financial Statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the Consolidated Ind AS Financial Statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Consolidated Ind AS Financial Statements for the financial year ended 31st March, 2022 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

other Matter

• (a) We did not audit the financial statement of two subsidiaries included in the Consolidated Ind AS Financial Statement, whose financial statements reflects total assets of 1,112.40 lakh as at 31st March 2022, total revenues of 2,311.33 lakh, total net profit/(loss) after tax of (18.08 lakh), total comprehensive income/ (loss) of ( 13.70 lakh), and cash flows net of ` 99.27 lakh for the year ended on that date, as considered in the Consolidated Ind AS Financial Statement. These financial statements have been audited by other auditor whose audit report have been furnished to us by the management, and our opinion in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the audit report of such other auditors, and the procedures performed by us as stated in auditor’s responsibility para above.

• (b) Further, both subsidiaries, is located outside India, whose financial Statements have been prepared in accordance with accounting principles generally accepted in India, and which have been audited by other auditor under standard of auditing applicable in India. Our opinion on the Consolidated Ind AS Financial Statements, in so far as it relates to the balances and affairs of the these subsidiaries located outside lndia and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based on the report of other auditor and audited by us.

Our opinion above on the Consolidated Ind AS Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

report on other Legal and regulatory requirements

1. With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies (Auditor’s Report) Order, 2020 (the “Order”/ “CARO”) issued by the Central Government in terms of Section 143(11) of the Act, to be included in the Auditor’s report, according to the information and explanations given to us, and based on the CARO report issued by us for the holding company and its subsidiary company included in the consolidated Ind AS financial statements of the holding company, to which reporting under CARO is applicable, we report that there are no qualifications or adverse remarks in these CARO reports.

2. As required by Section 143(3) of the Act, based on our audit, and on the consideration of report of the other auditors on separate financial statements and the other financial information of subsidiaries, as noted in the ‘Other Matter’ paragraph we report, to the extent applicable, that:

3. (a) We / the other auditors whose report we have relied upon, have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Consolidated Ind AS Financial Statements;

4. (b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;

5. (c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the Consolidated Ind AS Financial Statements;

6. (d) In our opinion, the aforesaid Consolidated Ind AS Financial Statements comply with the Ind AS specified under Section 133 of the Act.

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• (e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2022 taken on record by the Board of Directors of the Holding Company and on the basis of written representation received by the management from Directors of its subsidiary which is incorporated in India as on 31st March 2022, none of the directors of the Group’s companies incorporated in India is disqualified as on 31st March, 2022 from being appointed as a director in terms of Section 164 (2) of the Act;

• (f) With respect to the adequacy of the internal financial controls with reference to these Consolidated Ind AS Financial Statements of the Holding Company and its subsidiary company incorporated in “Annexure 1”

• India and the operating effectiveness of such controls, refer to our separate Report in to this report;

• With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

• i. The Group does not have any pending litigations which would impact its financial position in its Consolidated Ind AS Financial Statements;

• ii. The Group did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

• iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company during the year ended 31st March 2022; and

• v. The dividend declared and paid by the Holding Company during the year and until the date of this report is in compliance with Section 123 of the Act.

• With respect to the matter to be included in the Auditors’ Report under section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid/ provided during the current year by the Holding Company and its subsidiary which is incorporated in India to its directors in accordance with the provisions of Section 197 of the Act read with Schedule V to the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

For Vinod Kumar & Associates Chartered Accountants Frn-002304n

sd/Mukesh dadhich partner M.no. 511741 udIn: 22511741AJBWBr9715

date: 16th May 2022 place: delhi

• iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or its subsidiary company incorporated in India to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Holding Company or its subsidiary company incorporated in India; or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

• (b) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Holding Company or its subsidiary company incorporated in India from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company or its subsidiary company incorporated in India shall:

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties; or

• • provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

• (c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (iv) (a) and (iv) (b) contain any material misstatement.

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GRM OVERSEAS LIMITED

Annexure 1

to the Independent Auditor’s report of even date on the Consolidated Ind As Financial statements of GrM oVerseAs LIMIted for the year ended 31st March 2022.

report on tHe InternAL FInAnCIAL ControLs under CLAuse (i) oF suB-seCtIon 3 oF seCtIon 143 oF tHe CoMpAnIes ACt, 2013 (“tHe ACt”)

(referred to in paragraph 2(f) under “reports on other Legal and regulatory requirements” section of our report of even date)

In conjunction with our audit of the Consolidated Ind AS Financial Statements of GRM Overseas Limited (herein referred to as “the Holding Company”) as of and for the year ended 31st March, 2022, we have audited the internal financial controls with reference to the Consolidated Ind AS Financial Statements of the Holding Company and such companies incorporated in India under the Companies Act, 2013 which are its subsidiary company, as of that date.

Meaning of Internal Financial Controls with reference to Consolidated Ind As Financial statements

A company’s internal financial control over financial reporting with reference to these Consolidated Ind AS Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls over financial reporting with reference to Consolidated Ind AS Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated Ind AS financial statements.

Inherent Limitations of Internal Financial Controls with reference to these Consolidated Ind As Financial statements

Management’s responsibility for Internal Financial Controls

The Respective Company’s management and the Board of Directors are responsible for establishing & maintaining internal financial controls with reference to consolidated Financial Statements based on the criteria established by the respective company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (herein referred to as “the Act”).

Auditor’s responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to Consolidated Ind AS Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, both, issued by Institute of Chartered Accountants of India, and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to Consolidated Financial Statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Consolidated Ind AS Financial Statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to these Consolidated Ind AS Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Consolidated Ind AS Financial Statements included obtaining and understanding of internal financial controls with reference to Consolidated Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error.

Because of the inherent limitations of internal financial controls with reference to Consolidated Ind AS Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to these Consolidated Ind AS Financial Statements to future periods are subject to the risk that the internal financial controls with reference to Consolidated Ind AS Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

opinion

In our opinion, the Holding Company and such companies incorporated in India which are its subsidiary company, have, in all material respects, adequate internal financial controls with reference to consolidated financial statements and such internal financial controls were operating effectively as at 31 March 2022, based on the internal financial controls with reference to consolidated Ind AS financial statements criteria established by such companies considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).

For Vinod Kumar & Associates Chartered Accountants FRN-002304N sd/Mukesh dadhich partner M.no. 511741 udIn: 22511741AJBWBr9715

date: 16th May 2022 place: delhi

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to Consolidated Ind AS Financial Statements.

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GRM OVERSEAS LIMITED

Consolidated Balance sheet as at 31st March, 2022

	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
particulars	notes As at	As at
	31st March, 2022	31st March, 2021
Assets
non-current assets
(a) Property, plant and equipment	3 3,668.83	3,542.34
(b) Other Intangible Assets`	3 49.97	58.32
(c) Financial assets
(i) Investments	4 156.00	-
(ii) Other fnancial assets	5 9.97	9.54
(d) Other non-current asset	6 77.83	171.37
total non-current assets	3,962.60	3,781.57
Current assets
(a) Inventories	7 19,535.24	10,925.44
(b) Financial assets
(i) Investments	8 12.39	10.61
(ii) Trade receivables	9 40,408.66	25,256.30
(iii) Cash and cash equivalents	10 761.30	472.05
(iv) Other bank balances	11 15.18	44.17
(v) Other fnancial asset	12 713.45	19.72
(c) Current Tax Asset(Net)	13 -	119.63
(d) Other current assets	14 1,290.22	860.94
total current assets	62,736.44	37,708.86
totAL Assets	66,699.04	41,490.43
eQuItY And LIABILItIes
equity
(a) Equityshare capital	15 1,200.00	394.00
(b) Other equity	16 19,365.81	13,106.94
(c) Non ControllingInterest	89.39	20.26
total equity	20,655.20	13,521.20
LIABILItIes
non-current liabilities
(a) Financial liabilities
(i) Borrowings	17 44.33	1.26
(b) Provisions	18 28.40	23.13
(c) Deferred tax liability (net)	19 168.72	172.67
total non current liabilities	241.45	197.06
Current liabilities
(a) Financial liabilities
(i) Borrowings	20 33,790.98	18,751.31
(ii) Tradepayable	21
1. Total outstanding dues of Micro enterprises & small enterprises	538.52	823.81
2. Total outstanding dues of creditors other than Micro enterprises & small enterprises	7,397.16	3,701.04
(iii) Other fnancial liabilities	22 1,941.27	4,066.45

(b) Provisions	18	12.32 11.30
(c) Other current liabilities	23	723.98 401.82
(d) Current tax liabilities(net)	24	1,398.16 16.44
total current liabilities		45,802.39 27,772.17
totAL eQuItY And LIABILItIes		66,699.04 41,490.43

Statement of significant accounting policies

1& 2

The accompanying summary of significant accounting policies and other explanatory notes are an integral part of the consolidated financial statements.

As per our report of even date attached

For Vinod Kumar & Associates For and on behalf of the Board of directors Chartered Accountants GrM oVerseAs LIMIted Firm registration no. 002304n

sd/-	sd/-	sd/-
CA. Mukesh dadhich	Mamta Garg	Atul Garg
partner	director	Managing director
Membership no. 511741	dIn :05110727	dIn : 02380612
delhi
16th May, 2022	sd/-	sd/-
	Vedant Garg	Balveer singh
	Chief Financial Ofcer	Company Secretary
	CGXpG3398e	M. no. A59007

154 • ANNUAL REPORT 2021-22

ANNUAL REPORT 2021-22 • 155

GRM OVERSEAS LIMITED

Consolidated Statement of profit and loss for the year ended 31st March, 2022

	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
particulars	notes Year ended	Year ended
	31st March 2022	31st March 2021
Income
Revenue From Operations	25 1,13,427.46	79,976.30
Other Income	26 3,708.59	605.65
totAL InCoMe	1,17,136.05	80,581.95
expenses
Cost of material consumed Changes in inventories of fnished goods, Stock in trade & Work in Progress	27 95,389.92 28 (5,920.37)	62,915.13 (3,233.46)
Employee beneft expense	29 701.46	560.98
Finance costs	30 1,299.59	1,170.64
Depreciation and amortisation expense	31 313.29	290.13
Other expenses	32 13,988.54	12,993.54
totAL eXpenses Proft Before Tax	1,05,772.43 11,363.62	74,696.96 5,884.99
tax expense:
-Current tax	33 2,908.64	1,340.05
-Earlieryear	33 7.91	(0.56)
-Deferred tax	19 (5.24)	3.66
TOTAL TAX EXPENSE	2,911.31	1,343.15
proFIt For tHe YeAr	8,452.31	4,541.84
other Comprehensive Income
(A) (i) Items that will not be reclassifed toproft & loss
(a)Remeasurementgain /(loss)on defned
beneftplans	3.35	2.30
(b)Foreign CurrencyTranslation Reserve	4.38	(130.44)
(ii)Income tax on items that will not be reclassifed	(0.84)	(0.20)
toproft & loss
(B) (i)Items that will be reclassifed to Proft & Loss
(a)Unrealisedgain on current investments	1.78	0.61
(ii)Income tax on items that will be reclassifed
toproft & loss	(0.45)
total other Comprehensive Income/(Loss) for the year (net of tax)	8.22	(127.73)
total Comprehensive Income for theyear	8,460.53	4,414.11
Proft/(loss) for theperiod attributable to
- Owners of the Company	8,383.90	4,522.36
- Non-controllinginterests	68.41	19.48
	8,452.31	4,541.84
other comprehensive income/(loss) for the period
attributable to
- Owners of the Company	8.22	(127.73)
- Non-controllinginterests	-	-
	8.22	(127.73)

total comprehensive income/(loss) for the period
attributable to
- Owners of the Company		8,392.12 4,394.62
- Non-controllinginterests		68.41 19.48
		8,460.53 4,414.11
earning per equity share of face value of`2 each	34
Basic		14.01 7.57
Diluted		14.01 7.57

Statement of significant accounting policies

1 & 2

The accompanying summary of significant accounting policies and other explanatory notes are an integral part of the consolidated financial statements. As per our report of even date attached

For Vinod Kumar & Associates	For and on behalf of the Board of directors	For and on behalf of the Board of directors
Chartered Accountants		GrM oVerseAs LIMIted
Firm registration no. 002304n
sd/-	sd/-	sd/-
CA. Mukesh dadhich	Mamta Garg	Atul Garg
partner	director	Managing director
Membership no. 511741	dIn :05110727	dIn : 02380612
delhi
16th May, 2022	sd/-	sd/-
	Vedant Garg	Balveer singh
	Chief Financial Ofcer	Company Secretary
	CGXpG3398e	M. no. A59007

156 • ANNUAL REPORT 2021-22

ANNUAL REPORT 2021-22 • 157

GRM OVERSEAS LIMITED

Consolidated statement of Cash Flow for the year ended 31st March, 2022

		(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
sr.		Year ended	Year ended
no. A)	particulars Cash fow from operating activities Net Proft before taxation	31st March, 2022 11,363.62	31st March, 2021 5,884.99
	Adjustment for :
	Depreciation and amortisation	313.29	290.13
	Amount written back	(3.24)	-
	Foreign currencytranslation adjustment	4.38	(128.15)
	Interest Received	(14.29)	(5.63)
	Finance cost (Proft)/ Loss on sale of Mutual Fund (Proft)/ Loss on sale of Property, Plant & Equipment(Net) Operating Proft/(loss) before working capital changes	1,299.59 (1.96) 25.98 12,987.37	1,170.64 - (2.24) 7,209.74
	Adjustment for : Changes in Assets & Liabilities Inventories, loans, other fnancial assets and other assets	(8,609.80)	(5,332.14)
	Trade receivables and other assets	(16,030.05)	(276.23)
	Tradepayables and other liabilities Cash fowgenerated from/(used in)operations	1,617.45 (10,035.03)	3,404.00 5,005.37
	Taxespaid(net) Net cash fowgenerated from /(used in) operating activities(A)	1,534.85 (11,569.88)	1,485.20 3,520.17
B)	Cash fow from investing activities
	Purchase of Property,plant and equipment	(478.39)	(105.70)
	Proceeds from sale of Mutual Fund	126.95	-
	Purchase of Investment	(156.00)	-
	Sale of Property,plant and equipment	21.00	17.50
	Investments in Mutual fund	(124.99)	(10.00)
	Investments / Realisation in Bank Deposits	(0.35)	6.65
	Interest Received Net cash fowgenerated from /(used in) investing activities(B)	14.29 (597.49)	5.63 (85.92)
C)	Cash fowgenerated from fnancing activities
	Proceeds from Share Capital	6.72	25.83
	Proceeds from Share Warrants	-	60.75
	Proceeds from long-term borrowings(Net)	59.85	(10.95)
	Proceeds from short-term borrowings(Net)	15,022.89	(2,230.39)
	Finance Cost	(1,299.59)	(1,170.64)
	Proceeds from Securities Premium	256.75	1,001.10
	Dividend Net cash fowgenerated from /(used in) fnancing activities(C)	(1,590.00) 12,456.62	(972.48) (3,296.78)

d)	Net increase/ (decrease) in cash and cash equivalents (A+B+C) 289.25 137.48
**e) **	Cash and cash equivalents as at the beginningof theyear 472.05 334.57
F)	Cash and cash equivalents as at the end of theyear 761.30 472.05
	Component of cash and cash equivalents
	Balance with banks 749.52 456.92
	Cash in hand 11.78 15.13
	total 761.30 472.05

The above consolidated statement of cash flow has been prepared in accordance with ‘Indirect method’ as set out in the Ind AS 7 on ‘Statement of Cash Flow’, as specified in the Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rule, 2014.

This accompanying summary of significant accounting policies & other explanatory notes are an intergeral part of the consolidated financial statements. As per our report of even date attached

For Vinod Kumar & Associates For and on behalf of the Board of directors Chartered Accountants GrM oVerseAs LIMIted Firm registration no. 002304n

sd/sd/sd/CA. Mukesh dadhich Mamta Garg Atul Garg partner director Managing director Membership no. 511741 dIn :05110727 dIn : 02380612 delhi 16[th] May, 2022 sd/sd/Vedant Garg Balveer singh Chief Financial Officer Company Secretary CGXpG3398e M. no. A59007

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Balance at the beginning of the Changes in equity share restated Balance at the Changes in equity share capital during the Balance at the end of the reporting	Current reporting period capital due to prior period beginning of current reporting current year period 31st March, 2022	i.e 1st April, 2021 errors period	394 - 394 806.00 1,200.00	F.Y. 2020-21	(Amount`in Lakh)	Balance at the beginning of the Changes in equity share restated Balance at the Changes in equity share capital during the Balance at the end of the reporting	previous reporting period capital due to prior period beginning of previous reporting previous year period	i.e 1st April, 2020 errors period 31st March, 2021	368.95 - 368.95 25.05 394.00	b) other equity		reserve & surplus (refer note 13) oCI	particulars total Investment Allowance reserve securities premium account Forfeiture share Capital reserve Forfeture share premium reserve revaluation reserve General reserve share Warrants retained earnings Foreign Currency translation reserve & unrealised Gain on current investment	Balance as at the 1st April, 2020 0.16 68.95 59.08 59.08 194.85 544.57 - 7,729.51 (33.25) 8,622.97	(+/-) Change in accounting policy/Prior period	- - - - - - - - - -	errors	(+/-) Restated balance at the beginning of previous	- - - - - - - - - -	reporting period	(+) Proft for the year - - - - - - - 4,522.34 - 4,522.34	(+) Other comprehensive Income for the year # - - - - - - - 2.10 0.61 2.71	(+/-) Transfer to retained earnings - - - - - - - - - -	(+) Proceeds from Share Warrants - - - - - - 60.75 - - 60.75	(+) Proceeds from issue of Equity Share Capital - 1,001.10 - - - - - - - 1,001.10	(-) Foreign Currency translation diference - - - - - - - - (130.44) (130.44)	(-) Dividends - - - - - - (972.48) - (972.48)		Balance as at 31st March, 2021 0.16 1,070.05 59.08 59.08 194.85 544.57 60.75 11,281.47 (163.08) 13,106.94		Balance as at 1st April, 2021 0.16 1,070.05 59.08 59.08 194.85 544.57 60.75 11,281.47 (163.08) 13,106.94	(+/-) Change in accounting policy/Prior period errors - - - - - - - - - -	(+/-) Restated balance at the beginning of previous	- - - - - - - - - -	reporting period	(+) Proft for the year - - - - - - - 8,383.90 - 8,383.90	(+) Other comprehensive Income for the year# - - - - - - - 2.51 1.33 3.84	(+/-)Transfer to retained earnings - - - - - - - - - -	(+) Proceeds from Share Warrants - - - - - - - - - -	(+) Proceeds from Issue of Equity Share Capital - 317.50 - - - - - - - 317.50	(+) Foreign Currency translation diference - - - - - - - - 4.38 4.38	(-) Converted to share capital - - - - - - (60.75) - - (60.75)	(-) Bonus shares issued - (800.00) - - - - - - - (800.00)	(-) Dividends - - - - - - - (1,590.00) - (1,590.00)	Balance as at 31st March, 2022 0.16 587.54 59.08 59.08 194.85 544.57 - 18,077.88 (157.37) 19,365.81	# the amount of other comprehensive income for the year is represented net of tax.	This accompanying summary of signifcant accounting policies & other explanatory notes are an intergeral part of the consolidated fnancial statements.	As per our report of even date attached	For and on behalf of the Board of directors	For Vinod Kumar & Associates	Chartered Accountants sd/- sd/-	Firm registration no. 002304n Mamta Garg Atul Garg	director Managing director	dIn : 05110727 dIn : 02380612	sd/-	CA Mukesh dadhich	partner sd/- sd/-	Membership no. 511741 Vedant Garg Balveer singh	delhi Chief Financial Ofer Company secretary	16th May, 2022 CGXpG3398e M. no. A59007

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sIGnIFICAnt ACCountInG poLICIes And notes to ACCounts

4. Basis of Consolidation

note no. 1

CorporAte InForMAtIon

GRM OVERSEAS LIMITED (the ‘Holding Company’) was incorporated in India as a limited company under the Companies Act, 1956 vide certificate of incorporation no. 55-64007 dt.03 January, 1995.The Company got Certificate of Commencement of Business on 10 January, 1995 and is engaged primarily in the business of milling, processing and marketing of branded and non-branded basmati rice in the domestic and overseas market. The company is listed on Bombay Stock Exchange in India.

The Holding Company and its subsidiaries (jointly referred as the “group”) considered in consolidated financial statements are:

sr.			extent of Holding as on	extent of Holding as on
no. 1 2	name of the Company subsidiary Company GRM International Holdings Limited GRM Fine Foods Inc.	Country of Incorporation United Kingdom United States	31st March, 2021 100% 100%	31st March, 2020 100% 100%
	(Stepdown subsidiary)
3	GRM Foodkraft Pvt Ltd	India	92.76%	0%

note no. 2

sIGnIFICAnt ACCountInG poLICIes

1. Basis of Accounting and statement of compliance

These consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time.

2. Functional and presentation Currency

The Company’s Consolidated Financial Statements are presented in Indian Rupees (), which is also its functional currency and all values are rounded to the nearest lakh (00,000), except when otherwise indicated.

3. Basis of preparation and presentation

The consolidated financial statements have been prepared on the historical cost basis except for certain financial assets & liabilities and defined benefit plans which have been measured at fair value amount. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Company’s normal operating cycle which has been taken as 12 months. Company’s consolidated financial statements are presented in Indian Rupees, which is also its functional currency.

The Group’s Consolidate Financial Statements are presented in Indian Rupees (), which is also its functional currency and all values are rounded to the nearest lakh (00,000), except when otherwise indicated.

The consolidated financial statements (CFS) include the financial statements of GRM OVERSEAS LIMITED (the “holding Company”) and its subsidiaries (collectively, the Group) accounted for under equity method.

The consolidated financial statements are prepared by adopting uniform accounting policies for like transactions and other events in similar circumstances and are presented to the extent possible, in the same manner as the Holding Company’s separate financial statements unless stated otherwise.

The consolidated financial statements have been prepared on the following basis:

The financial statements of the Holding Company and its subsidiary are combined on a line by line basis by adding together like items of assets, liabilities, equity, incomes, expenses and cash flows, after fully eliminating intra-group balances and intra-group transactions.

Eliminate the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary. The difference between the parent’s investments in the subsidiary companies over the parent’s portion of equity of the subsidiaries on the date of investment is recognized in the consolidated financial statements as goodwill or capital reserve.

In case of foreign subsidiaries, revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities are converted at rates prevailing at the end of the year. Any exchange difference arising on consolidation is recognised in the Foreign Currency Translation Reserve (FCTR).

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the noncontrolling interests having a deficit balance.

Non-Controlling Interest’s share of profit/loss of consolidated subsidiaries for the year is identified and adjusted against the income of the Group in order to arrive at the net income attributable to shareholders of the Company.

Non-Controlling Interest’s share of net assets of consolidated subsidiaries is identified and presented in the Consolidated Balance Sheet separate from liabilities and the equity of the Holding Company’s shareholders.

Goodwill arising on consolidation is stated at cost less impairment losses, where applicable. On disposal of a subsidiary, attributable amount of goodwill is included in the determination of the profit or loss recognized in the Statement of Profit and Loss.

5. use of estimates and judgements

The preparation of consolidated financial statements in conformity with the recognition and measurement principles of IND AS requires the management to make estimates and assumptions that affect the balances of assets and liabilities, disclosures of contingent liabilities as at the date of the consolidated financial statements and the reported amounts of income and expenses for the periods presented. The Company has a policy to review these estimates and underlying assumptions on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected.

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• Inventories

Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any, except in case of scrap, which is valued at net realizable value. Cost of inventories comprises of cost of purchase, cost of conversion and other costs including manufacturing overheads net of recoverable taxes incurred in bringing them to their respective present location and condition. Cost of raw materials, stores and spares, packing materials, trading and other products are determined on weighted average basis.

• Contingencies /Provisions

Provision is recognized when the Company has a present obligation as a result of past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate of the expenditure required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimate.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

6. reCent IndIAn ACCountInG stAndArds (Ind As)

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards. There is no such notification which would have been applicable from 1st April, 2021.

7. Summary of Significant Accounting Policies

for the intended use. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably. Intangible assets are amortized using straight line method based on management estimate of useful life of the assets.

C. Leases (Ind As 116)

The Company, as a lessee, recognises a right-of-use asset and a lease liability for its leasing arrangements, if the contract conveys the right to control the use of an identified asset. The contract conveys the right to control the use of an identified asset, if it involves the use of an identified asset and the Company has substantially all of the economic benefits from use of the asset and has right to direct the use of the identified asset. The cost of the right-of-use asset shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs incurred. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any re-measurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of rightof-use asset.

The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. For short-term and low value leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the lease term.

d. Cash and cash equivalents

The cash & cash Equivalent comprise of cash on hand, cash at banks and Short Term Deposits. The Company considers all short term highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usages.

A. property, plant and equipment (Ind As 16)

e. Borrowing Cost (Ind As 23)

Freehold land is carried at historical cost. All other items of Property, plant and equipment are stated at cost, net of trade discount, rebates and recoverable taxes less accumulated depreciation and impairment losses, if any. Such cost includes purchase price, borrowing cost and any cost directly attributable to bring the assets to its working condition for its intended use. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably. Depreciation on property, plant and equipment provided using straight line method. Depreciation is calculated based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013. Gains or losses arising from de-recognition of fixed Assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

B. Intangible assets (Ind As 38)

Intangible Assets are stated at cost of acquisition net of recoverable taxes, trade discount and rebates less accumulated amortization /depletion and impairment loss, if any. Such cost includes purchase price, borrowing costs, and any cost directly attributable to bringing the asset to its working condition

Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are charged to the Statement of Profit and Loss for the period for which they are incurred.

F. Impairment of property, plant and equipment and intangible assets (Ind As 36)

An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets (cash-generating units).

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G. Employee Benefits Expense (IND AS 19)

The carrying amount of deferred tax liabilities and assets are reviewed at the end of each reporting period.

Short Term Employee Benefits obligation

I. Foreign exchange transaction and translation (Ind As 21)

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are recognised as an expense during the period when the employees render the services. These benefits include compensated absences and performance incentives.

Other long-term Employee Benefit obligations

The liabilities for earned leave which are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are measured on the basis of independent actuarial valuation certificate as the present value of the expected future payments to be made in respect of service provided by the employees upto the end of the reporting period.

Defined Contribution Plans

A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a separate entity. The Company makes specified monthly contributions towards Provident Fund, Superannuation Fund and Pension Scheme. The Company’s contribution is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders the related service.

Defined Benefit Plans

The Company pays gratuity to the eligible employees in accordance with the payment of Gratuity act, 1972. The liability recognized in the balance sheet in respect of defined benefit gratuity plan is the present value of the defined benefit obligation at the end of the reporting period. The defined benefit obligations are calculated at the end of the reporting period by actuaries using the projected unit credit method. Re-measurement of defined benefit plans in respect of post-employment are charged to the Other Comprehensive Income.

Items included in the consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Indian Rupee (INR), which is Company’s functional and presentation currency. Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in Statement of Profit and Loss except to the extent of exchange differences which are regarded as an adjustment to interest costs on foreign currency borrowings that are directly attributable to the acquisition or construction of qualifying assets, are capitalized as cost of assets. Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange rates at the date of the transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item.

J. revenue recognition (Ind As 115)

Revenue is recognised when control of the products being sold has transferred to the customer and when there are no longer any unfulfilled obligations to the customer. This is generally on delivery to the customer but depending on individual customer terms, this can be at the time of dispatch, delivery or upon formal customer acceptance, goods under physical possession of customer. This is considered the appropriate point where the performance obligations in our contracts are satisfied as Company no longer have control over the inventory. Revenue is measured based on transaction price, which is the fair value of the consideration received or receivable, stated net of discounts, returns and Indirect Taxes. No element of financing is present in the pricing arrangement. Settlement terms range from cash-on-delivery to credit terms ranging upto 180 days.

K. dividend Income is recorded when the right to receive payment is established.

H. tax expenses (Ind As 12)

L. Interest income is recognised using the effective interest method.

The tax expense for the period comprises current and deferred tax. Tax is recognised in the statement of Profit and Loss, except to the extent that it relates to items recognised in the comprehensive income or in equity. In which case, the tax is also recognised in other comprehensive income or equity.

M. Financial Instruments

Financial Assets

- Current tax: Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted at the Balance sheet date.

- deferred tax: Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred Tax Assets are recognized to the extend it is probable that the taxable profit will be available against which the deductible temporary differences, and carry forward of unused tax losses can be utilized. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

- Initial recognition & Measurement - At initial recognition, the Company measures financial assets at its fair value plus, in the case of a financial assets not at fair value through profit or loss, transaction cost that are directly attributable to the acquisition of the financial asset. Transaction cost of financial assets carried at fair value through profit or loss are expensed off in the statement of profit or loss. Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost and is not part of a hedging relationship is recognised in profit or loss when the assets is derecognized or impaired. Interest income from these financial assets is included in finance income using the effective interest rate method.

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- Investment - The Company account for its investments in subsidiaries, associates and joint venture at cost and all other equity investments are measured at fair value, with value changes recognised in Statement of Profit and Loss, except for those equity investments for which the Company has elected to present the value changes in Other Comprehensive Income.

- Impairment of financial assets - The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables Company applies simplified approach which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Financial liabilities

- Initial recognition and measurement

All financial liabilities are recognized at fair value and in case of loans, net of directly attributable cost Fees of recurring nature are directly recognised in the Statement of Profit and Loss as finance cost.

- subsequent measurement

Financial liabilities are carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

Derecognition of financial instruments -The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the Company’s Balance Sheet when the obligation specified in the contract is discharged or cancelled or expires.

n. earning per share (Ind As 33)

Basic Earning per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year. The Company did not have any potentially dilutive securities in any of the years presented.

o. Costs and expenses are recognised when incurred and have been classified according to their nature.

Notes to Consolidated fnancial statements for the year ended 31st March, 2021	3. property, plant & equipment and Intangible Assets	(Amount in lakhs unless otherwise stated)	property, plant and equipment	Intangible	particulars total assets own Assets right-of-use Assets	Land (Freehold) Factory Buildings Ofce Building Computers Furniture and fttings Vehicle Ofce equipments plant and machinery Land software	Gross Block	Balance as at 1st April 2020 228.16 1,601.24 115.50 8.48 152.14 582.68 34.61 2,854.87 329.40 66.81 5,973.89	Additions - - - 1.73 12.73 7.78 3.09 80.37 - - 105.70	Disposals - - - - 35.13 68.34 1.98 - - - 105.45	Balance as at 31st March 2021 228.16 1,601.24 115.50 10.21 129.74 522.13 35.72 2,935.23 329.40 66.81 5,974.14	Balance as at 1 April 2021 228.16 1,601.24 115.50 10.21 129.74 522.13 35.72 2,935.23 329.40 66.81 5,974.14	Additions during the year - - - 4.37 36.19 216.92 5.13 112.83 102.95 - 478.39	Disposals during the year - - - 1.97 62.73 52.72 11.99 40.00 - - 169.40	Balance as at 31st March 2022 228.16 1,601.24 115.50 12.61 103.20 686.33 28.86 3,008.06 432.36 66.81 6,283.13	Accumulated depreciation	Balance as at 1st April 2020 - 186.99 1.86 5.43 90.86 246.94 17.73 1,619.04 4.19 0.49 2,173.54	Depreciation/Amortisation during the year - 50.71 1.83 1.94 8.54 59.63 4.05 151.78 3.66 8.00 290.13	Accumulated Depreciation on Disposal - - - - 35.13 53.08 1.98 - - - 90.19	Balance as at 31st March 2021 - 237.69 3.69 7.37 64.26 253.49 19.81 1,770.82 7.85 8.49 2,373.48	Balance as at 1st April 2021 - 237.69 3.69 7.37 64.26 253.49 19.81 1,770.82 7.85 8.49 2,373.48	Depreciation/Amortisation during the year - 50.71 1.83 2.07 11.59 72.81 5.01 156.37 4.54 8.36 313.29	Accumulated Depreciation on Disposal - - - 1.87 52.11 50.50 11.52 6.43 - - 122.43	Balance as at 31st March 2022 - 288.40 5.52 7.56 23.74 275.80 13.29 1,920.77 12.40 16.84 2,564.33	net Block	Balance as at 31st March 2021 228.16 1,363.55 111.81 2.84 65.48 268.64 15.91 1,164.41 321.55 58.32 3,600.66	Balance as at 31st March 2022 228.16 1,312.84 109.98 5.05 79.46 410.52 15.57 1,087.29 419.96 49.97 3,718.80	*Right-of-Use (Land) Includes Land at Gandhidham, Gujarat taken on operating lease. This asset has been taken on lease in FY 2018-19 and had been re-classifed in Right-of-Use Asset as per	Ind-As116 during the year 2019-20.

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Notes to consolidated financial statements for the year ended 31st March, 2021

(Amount in lakhs unless otherwise stated)

4 non Current Investment	As at 31st March, 2022 As at 31st March, 2021
Investment measured at Fair Value through Proft & Loss:
Investments in EquityInstruments
Unquoted fully paid up
10 Unquoted Equity Shares fully paid up @ Rs 10 each at Rs 167.58 each in Tobox Ventures Private Limited	0.02 -
Investments in preference shares
93079 Unquoted Compulsory Convertible Preference Shares fully paid up @ Rs 10 each at Rs 167.58 each in Tobox Ventures Private Limited	155.98 -
total	156.00 -
Aggregate amount of unquoted investment	156.00 -

Terms for conversion of CCPS:

The Pre-Series A1 CCPS may at any time be converted to Equity Shares of the Company at the option of the holder of such Pre-Series A1 CCPS. The Pre-Series A1 CCPS will be compulsorily converted into Equity Shares not later than the earlier of any of the following events :

(i) the occurrence of a Liquidation Event, if conversion is necessary by the terms of the liquidation event;

(ii) upon the filing of the draft red herring prospectus or the red herring prospectus, whichever is required by applicable law in connection with an IPO; or

(iii) a day prior to expiry of 20 (twenty) years from the Closing Date;

and at the end of such period at mentioned in Clause 5.1 of the offer letter, the outstanding CCPS shall stand automatically converted into Equity Shares. Each Pre-Series A1 CCPS shall be converted into Equity Shares at a conversion ratio of 1:1(“Conversion Ratio”) based on an initial price equal to the Investor Subscription Price of Pre-Series A1 CCPS (“Conversion Price”).

**5 **		Other fnancial assets (non-current )	As at 31st March, 2022	As at 31st March, 2021
		Bank deposit with more than 12 months maturity*#	9.97	9.54
		total	9.97	9.54

• The deposit are restricted as they are held as margin money deposit against guarantees given by the holding company.

Includes interest accrued but not due

(Amount in lakhs unless otherwise stated)

6	other non-current asset	As at 31st March, 2022	As at 31st March, 2021
	Unsecured- consideredgood unless otherwise stated
	Capital Advances	39.99	112.95
	Securitydeposit	37.84	58.42
	total	77.83	171.37

• Inventories of Holding and Subsidiary company have been hypothecated with SBI & Union Bank of india against working capital limits, refer note 20 for details.

• Part of Raw Material / Finished goods of Holding company has also been pledged with SBI, Yes Bank, IDBI Bank against warehouse funding, refer note 20 for details

		(Amount in lakhs unless otherwise stated)
7	Inventories*^	As at 31st March, 2022 As at 31st March, 2021
	Raw Materials and components	8,005.28 5,315.85
	Finishedgoods	10,407.99 3,222.39
	Stock in Trade	491.97 2,233.22
	Stores and spares	22.11 8.46
	Others	607.89 145.52
	total	19,535.24 10,925.44

*Inventories have been hypothecated with banks against working capital loans, refer note 19 for details. ^Finished Goods includes stock -in- transit of Rs. 672.51 lakhs (PY Rs. Nil).

(Amount in lakhs unless otherwise stated)

8	Investments(current)	Investments(current)	As at 31st March, 2022	As at 31st March, 2021
	‘Investment measured at Fair Value through other
	Comprehensive Income(FVtoCI)
	In Mutual Fund -Union Hybrid EquityFund -Quoted		12.39	10.61
	total		12.39	10.61
				(Amount`in Lakh)
9	trade receivables*		As at 31st March, 2022	As at 31st March, 2021
	unsecured, Considered Good
	Trade Receivable		40,408.66	25,256.30
	total		40,408.66	25,256.30

• Trade receivables of Holding and Subsidiary company have been hypothecated with State Bank of India & Union Bank of India against working capital limits.

trade receivables ageing schedule for the year ended as on March 31, 2022 :

(Amount in lakhs unless otherwise stated)

particulars	Outstanding for following periods from due date of payment
	Less than 6 months 6 months - 1 Year 1 - 2 Year 2 - 3 Year More than 3 Year total
(i) Undisputed Trade receivables – consideredgood	36,557.58 3,815.37 31.35 4.36 - 40,408.66
(ii) Undisputed Trade Receivables – Which has signifcant increase in credit risk	- - - - - -
(iii) Undisputed Trade Receivables – Credit Impaired	- - - - - -
(iv) Disputed Trade Receivables- consideredgood	- - - - - -
(v) Disputed Trade Receivables- Which has signifcant increase in credit risk.	- - - - - -
(vi) Disputed Trade Receivables- Credit Impaired	- - - - - -
total	36,557.58 3,815.37 31.35 4.36 - 40,408.66

^ Finished Goods includes stock in transit Rs. Nil (PY Rs. 380.61 Lakhs).

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trade receivables ageing schedule for the year ended as on March 31, 2021:

(Amount in lakhs unless otherwise stated)

		Outstanding for following periods from due date of payment	Outstanding for following periods from due date of payment	Outstanding for following periods from due date of payment	Outstanding for following periods from due date of payment	Outstanding for following periods from due date of payment	Outstanding for following periods from due date of payment
	particulars	Less than 6 months	6 months - 1 Year	1 - 2 Year	2 - 3 Year	More than 3 Year	total
(i) Undisputed Trade receivables –		23,018.85	1,722.85	514.60	-	-	25,256.30
consideredgood
(ii) Undisputed Trade Receivables – Which has signifcant increase in credit risk		-	-	-	-	-	-
(iii) Undisputed Trade Receivables – Credit Impaired		-	-	-	-	-	-
(iv)	Disputed Trade Receivables-	-	-	-	-	-	-
consideredgood
(v) Disputed Trade Receivables- Which has signifcant increase in credit risk.		-	-	-	-	-	-
(vi)	Disputed Trade Receivables- Credit	-	-	-	-	-	-
Impaired
total		23,018.85	1,722.85	514.60	-	-	25,256.30
				(Amount in lakhs unless otherwise stated)
					As at		As at
10	Cash and cash equivalents			31st March, 2022		31st March, 2021
	Balances with Banks
	- in current accounts				749.52		456.92
	Cash/cheques in hand				11.78		15.13
	total				761.30		472.05
				(Amount in lakhs unless otherwise stated)
					As at		As at
11	other bank balances			31st March, 2022		31st March, 2021
	Term deposit with maturity for more than 3 months		but less
	than 12 months
	- Fixed deposits				6.70		6.78
	Unclaimed Dividend Account				8.48		37.39
	total				15.18		44.17
				(Amount in lakhs unless otherwise stated)
12	Other fnancial asset(current)			As at 31st March, 2022		As at 31st March, 2021
	Export Incentives Receivable				527.76		5.87
	Other Receivable				185.69		13.85
	total				713.45		19.72
				(Amount in lakhs unless otherwise stated)
					As at		As at
13	Current tax Asset			31st March, 2022		31st March, 2021
	Current Tax Asset(Net)				-		119.63
	total				-		119.63

			(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
			As at		As at
14	other current assets		31st March, 2022	31st March, 2021
	Consideredgood
	Advances to suppliers		70.61		26.48
	Prepaid expenses		63.21		143.93
	Balance with statutory/government	authorities	1,153.27		684.36
	Other advance		3.13		6.17
	total		1,290.22		860.94
			(Amount in lakhs unless otherwise stated)
			As at		As at
15	share capital		31st March, 2022	31st March, 2021
		no. of	shares Amount no. of shares		Amount
	Authorised share capital
	Equity shares of Rs.2* each	10,00,00,000 2,000 70,00,000			700
	(P.Y. Rs. 10)
	total	10,00,00,000 2,000 70,00,000			700
	Issued, subscribed and fully
	paid-up
	Equity shares of Rs.2 each fully paid	6,00,00,000 1,200 39,40,000			394
	(P.Y. Rs. 10)
	total	6,00,00,000 1,200 39,40,000			394
a) reconciliation of the number of shares outstanding is set out below:
			(Amount in lakhs unless otherwise stated)
			As at		As at
	particulars		31st March, 2022	31st March, 2021
	equity shares
	Shares at the beginningof theyear	39,40,000 394 36,89,500			369
	Add: further issued duringtheyear		60,000 6 2,50,500		25
	Add: Bonus Share issued during the	80,00,000 800		-	-
	year(1:2)#
	Add: Subdivision of equity shares	4,80,00,000 -		-	-
	duringtheyear(1 into 5)^
	total	6,00,00,000 1,200 39,40,000			394

b) terms/rights attached to equity shares

The Holding Company has only one class of equity shares, having a par value of `2 per share. All shares rank pari passu with respect to dividend, voting rights and other terms. Each shareholder is entitled to one vote per share. The dividend proposed, if any, by the Board of Directors is subject to approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. The repayment of equity share capital in the event of liquidation and buy back of shares are possible subject to prevalent regulations. In the event of liquidation, normally the equity shareholders are eligible to receive the remaining assets of the Holding Company after distribution of all preferential amounts, in proportion to their shareholding.

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c) details of equity shareholders holding more than 5% shares

(Amount in lakhs unless otherwise stated)

				As at			As at
	particulars		31st March, 2022		31st March, 2021
			no. of shares	% of shares	**no. of shares **		% of shares
				held			held
	equity shares of rs.10 each,
	fully paid up held by
	Hukam Chand Garg		1,50,03,000	25.01%	10,00,200		25.39%
	Mamta Garg		1,40,95,500	23.49%	9,09,250		23.08%
	Atul Garg		1,41,01,490	23.50%	9,11,800		23.14%

d) In the period of five years immediately preceding March 31, 2022:

During the year, 80,00,000 equity share fully paid up has been issued by way of bonus shares.

e) shares held by promoters at March 31, 2022:

s. no.		promoter's name	As at 31st March, 2022	As at 31st March, 2022	As at 31st March, 2021	As at 31st March, 2021	% Change in theyear	% Change in theyear
			no. of shares	% of total shares	no. of shares	% of total shares
1		Hukam Chand Garg	1,50,03,000	25.01%	10,00,200	25.39%		-0.38%
2		Mamta Garg	1,40,95,500	23.49%	9,09,250	23.08%		0.42%
3		Atul Garg	1,41,01,490	23.50%	9,11,800	23.14%		0.36%
f) shares held by promoters at March 31, 2021 :
s. no.		promoter's name	As at 31st March, 2022		As at 31st March, 2021		% Change in theyear
			no. of shares	% of total shares	no. of shares	% of total shares
1		Hukam Chand Garg	10,00,200	25.39%	10,00,200	27.11%		-1.72%
2		Mamta Garg	9,09,250	23.08%	8,58,000	23.26%		-0.18%
3		Atul Garg	9,11,800	23.14%	8,58,000	23.26%		-0.11%

^ During the year, One(1) equity share of face value of Rs. 10/- each was subdivided into Five (5) equity shares of face value of Rs. 2/- each pursuant to shareholders approval dated 25.10.2021 and 11.11.2021 as “record date” for the said purpose. Accordingly, share capital of the holding company comprises of 6,00,00,000 equity shares of face value of Rs. 2/- each.

During the year, the Board of Directors of the Holding Company at its meeting held on 17.07.2021 had issued and allotted 80,00,000 fully paid up equity shares as bonus equity shares, in the ratio of (2:1) i.e. 2 (two) new fully paid up Equity Share of GRM Overseas Limited for every 1 (One) existing fully paid up equity share of the Holding Company. Consequently, the paid-up equity share capital of the Holding Company increased to Rs. 12,00,00,000 divided into 1,20,00,000 equity shares .

		(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
		As at	As at
16	other equity	31st March, 2022	31st March, 2021
	reserve & surplus
	securities premium(A)
	OpeningBalance	1,070.05	68.95
	(+)Proceeds from Issue of EquityShare Capital	317.50	1,001.10
	(-)Bonus Share issued	(800.00)	-
	ClosingBalance	587.55	1,070.05

	other reserves :
	Investment Allowance reserve(B)
	OpeningBalance	0.16	0.16
	(+)Addition	-	-
	(-)Deduction	-	-
	ClosingBalance	0.16	0.16
	Forfeiture share Capital reserve(C)
	OpeningBalance	59.08	59.08
	(+)Addition	-	-
	(-)Deduction	-	-
	ClosingBalance	59.08	59.08
	Forfeiture share premium reserve(d)
	OpeningBalance	59.08	59.08
	(+)Addition	-	-
	(-)Deduction	-	-
	ClosingBalance	59.08	59.08
	revaluation reserve(e)
	OpeningBalance	194.85	194.85
	(+)Addition	-	-
	(-)Deduction	-	-
	ClosingBalance	194.85	194.85
	General reserve(F)
	OpeningBalance	544.57	544.57
	(+)Addition	-	-
	(-)Deduction	-	-
	ClosingBalance	544.57	544.57
	total	1,445.29	1,927.79
	retained earning (G) Balance as at the beginningof theyear	11,282.59	7,729.52
	Proft for theyear	8,383.90	4,522.34
	Opening OCI reserve on remeasurement of employee beneft	-	1.11
	obligation
	Actuarial gain on account of remeasurement of employee beneftplan(Net of Tax)	2.51	2.10
	Less: Dividendpaid duringtheyear	1,590.00	972.48
	Balance as at the end of theyear	18,078.99	11,282.59

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other Comprehensive Income(H)
unrealisedgain on current investment
Balance as at the beginningof theyear 0.61	-
Other Comprehensive Income/losses(Net of Tax) 1.33	0.61
Balance as at the end of theyear 1.94	0.61
Foreign Currency translation reserve(I)
Balance as at the beginningof theyear (164.81)	(34.37)
Other Comprehensive Income/losses 4.38	(130.44)
Balance as at the end of theyear (160.43)	(164.81)
share warrants(J)
Balance as at the beginningof theyear 60.75 Issue of share warrants -	- 1,075.28
Conversion of share warrants (60.75)	(1,014.53)
Balance as at the end of theyear -	60.75
total(A+B+C+d+e+F+G+H+I+J) 19,365.81	13,106.94

nature and purpose of reserves :

Investment Allowance reserve - This reserve created as per Income Tax Act, 1961.

securities premium - Securities Premium Reserve represents premium received on issue of shares at a premium. The reserves can be utilised in accordance with section 52 of Companies Act, 2013

Forfeiture share Capital reserve - This represents amount forfeited from a member who fails to pay any call, or installment of call.

Forfeiture share premium reserve - This represents premium amount forfeited from a member who fails to pay any call, or installment of call.

revaluation reserve - Revaluation reserve represents increase in fair value of an item of property, plant and equipment less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

General reserve : The general reserve is a free reserve which is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, item included in the general reserve will not be reclassified subsequently to statement of profit and loss. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

Foreign currency translation Reserve : Foreign currency translation reserve arise as a result of translating the financial statement items from the functional currency into the presentational currency using the exchange rate at the reporting date.

share Warrant: Share warrants were converted to share capital within 6 month from the date of allotment warrant.

(Amount ` in Lakh)

													As at			As at
17	Long term Borrowings										31st March, 2022				31st March, 2021
	secured Loan
	Term Loan from bank*												74.29			15.70
	Less : Current Maturities of LongTerm Borrowings												29.96			14.44
	total												44.33			1.26
s. no.	particular			no.		of eMI	rate of Interest						Instalment Amount (in Lakhs)		security
1	Car Loan (Balance as on						27		7.54%				3.11		Hypothecation of
	31.03.22 is Rs. 74.29 Lakhs)															Motor Car
										(Amount in lakhs unless otherwise stated)
													As at			As at
18	provision										31st March, 2022				31st	March, 2021
	Provision for employee benefts
	Gratuity payable												40.71			34.43
	Includes-												40.71			34.43
	Current												12.32			11.30
	Non Current												28.40			23.13
	total												40.71			34.43
										(Amount in lakhs unless otherwise stated)
													As at			As at
19	deferred tax Liabilities(net)										31st March, 2022				31st March, 2021
	the movment on the deferred tax account is as follows:
	At the beginningof theyear												172.67			168.82
	Charge/(credit)to statement	of Proft and			Loss								(5.24)			3.66
	Charge to Other Comprehensive Income												1.29			0.20
	At the end of theyear												168.72			172.67
particular			As at 1 April 2020			provided during the year			As at 1 April 2021				recognised In statement of profit & Loss recognised in oCI			As at 31st March 2022
deferred tax liability (net)
deferred tax liability:
Impact of diference between tax
depreciation and depreciation charged for the fnancial			176.68				5.89		182.57				(3.03)		-	179.53
reporting
Remeasurment of defned beneft Liability(Asset)				0.38			0.20			0.58			-		0.84	1.42
Change in Fair value of Investment				-			-				-		-		0.45	0.45
total deferred tax liability (A)			177.05				6.10		183.15				(3.03)		1.29	181.40

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Deferred tax asets:	Deferred tax asets:
Disallowance under the Income Tax Act,1961		8.24	2.24	10.47		2.21	-	12.68
total deferred tax assets(B)		8.24	2.24	10.47		2.21	-	12.68
deferred tax Liability (net) (A - B)		168.82	3.86	172.67		(5.24)	1.29	168.72
				(Amount in lakhs unless otherwise stated)
						As at		As at
20	Borrowings (current)				31st March, 2022		31st March, 2021
	Loans secured- repayable on demand
	Workingcapital limit from bank*					25,287.57		11,160.57
	Current maturities of longterm borrowings					31.22		14.44
	other short term Borrowing (unsecured)
	Other Short Term Borrowing					-		2.80
	Loans unsecured- repayable on demand:
	Loan from relatedparty
	Inter-corporate loans^					4,077.43		3,017.93
	Loans from relatedparties^					4,394.76		4,555.57
	total					33,790.98		18,751.31

“*Working capital limit from banks includes pledge limit against Warehouse Receipts. These limits are secured by hypothecation of stocks of raw materials, stock in process, finished goods, stores, consumable stores and book debts etc of the Holding and Subsidiary Company; such credits from banks are also secured by charge on all the present and future asset of the Holding and Subsidiary Company and further guaranteed by Promoter Directors. The Export Credit facilities are repayable on demand and carries net interest @ 2.50 to 5% per annum (after subvention).

	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
		As at	As at
21	tradepayables	31st March, 2022	31st March, 2021
	Total outstanding dues of Micro enterprises and Small	538.52	823.81
	enterprises
	Total outstanding dues of creditors other than Micro enterprises	7,397.16	3,701.04
	and Small enterprises
	total	7,935.68	4,524.85

trade payables ageing schedule for the year ended as on March 31, 2022 :

particulars	outstanding for following periods from due date of payment
	Less than 1 Year 1 - 2 Year 2 - 3 Year More than 3 Year total
MSME	538.52 - - - 538.52
Others	7,385.13 12.03 - - 7,397.16
Disputed dues to - MSME	- - - - -
Disputed dues to - Others	- - - - -
Total	7,923.65 12.03 - - 7,935.68
tradepayables ageing schedule for theyear ended as on March 31, 2021 :
particulars	outstanding for following periods from due date of payment
	Less than 1 Year 1 - 2 Year 2 - 3 Year More than 3 Year total
MSME	823.81 - - - 823.81
Others	3,701.04 - - - 3,701.04
Disputed dues to - MSME	- - - - -
Disputed dues to - Others	- - - - -
Total	4,524.85 - - - 4,524.85

the Micro, small and Medium enterprises development (MsMe) Act, 2006:

Warehouse financing is a way for businesses to borrow money secured by their inventories. Inventories used as collateral is moved and stored at a designated facility. The warehoused goods are inspected and certified by a collateral manager to ensure the borrower owns the inventory used to back the loan. Warehouse limit facilitiy carry interest @ 6- 9% per annum.”

^ Indian rupee loans from corporates and related parties carries interest @ 7% per annum (P.Y. 8% per annum) and Interest is payable on quarterly basis. Also refer note 41 for related parties details.

the information regarding Micro, small and medium enterprises have been determined to the extent such parties have been identified on the basis of information available with the company.

	particulars	As at 31st March, 2022	As at **31st March, **	2021
	A(i)Principal amount remainingunpaid	538.52		823.81
	A(i)Interest amount remainingunpaid	1.95		0.87
	B. Interest paid by the company in terms of section 16 of Micro, Small
	and medium enterprises development Act, 2006, along with amount	-		-
	ofpayment made to supplier beyond the appointed days.
	C. Interest due and payable for the period of delay in making payment
	(which have been paid but beyond the appointed day during the period) but without adding interest specifed under the Micro, Small	-		-
	and Medium enterprises act,2006
	D. Interest accrued and remainingunpaid	-		-
	E. Interest remaining due and payable even in the succeeding years,
	until such date when the interest dues as above are actually paid to	-		-
	small enterprises.

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		(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
		As at	As at
22	Other current fnancial liabilities	31st March, 2022	31st March, 2021
	Business Promotion Expenses Payable	1,586.99	2,459.96
	Creditors for capitalgoods	0.60	-
	Unclaimed dividend	8.37	37.69
	Book Overdrafts	-	1,378.10
	Otherpayables	345.31	190.70
	total	1,941.27	4,066.45
		(Amount in lakhs unless otherwise stated)
		As at	As at
23	other current liabilities	31st March, 2022	31st March, 2021
	Advance from customer	123.01	28.46
	Statutoryduespayable	128.44	45.15
	other payables:
	ElectricityExpenses	56.62	43.40
	Payable to Auditors	7.62	3.89
	Employees Beneftspayable	36.81	22.79
	Others	371.48	258.13
	total	723.98	401.82
		(Amount in lakhs unless otherwise stated)
		As at	As at
24	Current tax liabilities(net)	31st March, 2022	31st March, 2021
	Provision for taxation(Netted of towards advance taxes)	1,398.16	16.44
	total	1,398.16	16.44
		(Amount in lakhs unless otherwise stated)
		Year ended	Year ended
25	revenue from operations	31st March, 2022	31st March, 2021
	sale of products
	Rice-Exports	91,096.13	65,199.98
	Rice-Domestic	19,930.28	13,824.11
	Other operatingrevenues	2,401.05	952.21
	total	1,13,427.46	79,976.30
		(Amount in lakhs unless otherwise stated)
		Year ended	Year ended
26	other income	31st March, 2022	31st March, 2021
	Interest income	14.29	5.63
	Proft on sale of Property,Plant & equipment	-	2.24
	Proft on sale of Mutual Fund	1.96	-
	Exchange Gain(Net)	2,334.16	579.51
	LiabilityWritten Back	1,328.32	-
	Other Non OperatingIncome	29.86	18.27
	total	3,708.59	605.65

			(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
27	Cost of materials consumed			Year ended 31st March, 2022	Year ended 31st March, 2021
	OpeningStock			5,315.85	3,218.84
	Add : Purchases			98,079.35	65,012.14
	Total			103,395.20	68,230.98
	Deduct : ClosingStock			8,005.28	5,315.85
	total			95,389.92	62,915.13
			(Amount in lakhs unless otherwise stated)
28	Changes in inventory of fnished goods & Traded Goods			Year ended 31st March, 2022	Year ended 31st March, 2021
	Finished Goods
	OpeningStock
	Finished Goods			3,222.38	2,032.44
	Stock in trade			2,233.22	194.80
	Stores & Spares			8.46	9.15
	Others			145.53	139.74
	Deduct : ClosingStock
	Finished Goods			10,407.99	3,222.38
	Stock in trade			491.97	2,233.22
	Stores & Spares			22.11	8.46
	Others			607.89	145.53
	total			(5,920.37)	(3,233.46)
			(Amount in lakhs unless otherwise stated)
				Year ended	Year ended
29	Employee beneft expenses			31st March, 2022	31st March, 2021
	Salaries,wages and bonus			689.40	549.65
	Contribution toprovident and other funds			10.27	8.32
	Staf welfare expense			1.79	3.01
	total			701.46	560.98
			(Amount in lakhs unless otherwise stated)
29.1	Reconciliation of opening and closing balance of defned beneft obligation			Year ended 31st March, 2022	Year ended 31st March, 2021
				Gratuity	Gratuity
	Obligation at beginningofyear			34.43	28.47
	Current service cost			7.13	6.27
	Interest cost			2.50	1.99
	Actuarial(gain)/ loss			(3.35)	(2.30)
	Beneftspaid			-	-
	obligation atyear end			40.71	34.43

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			(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
				Year ended	Year ended
**29.2 **	expenses recognised during theyear			31st March, 2022	31st March, 2021
				Gratuity	Gratuity
	Current Service Cost			7.13	6.27
	Interest Cost			2.50	1.99
	Return on Plan Assets			-	-
	net Cost			9.63	8.26
	In other Comprehensive Income
	Actuarial(Gain)/ Loss			(3.35)	(2.30)
	Return on Plan Assets			-	-
	net(Income) / expense for theperiod recognised in oCI			(3.35)	(2.30)
			(Amount in lakhs unless otherwise stated)
	The defned beneft obligations shall mature after year			Year ended	Year ended
29.3	ended March 31, 2020 as follows:			31st March, 2022	31st March, 2021
	Year 1			12.32	11.30
	Year 2			0.69	0.49
	Year 3			0.74	0.58
	Year 4			1.44	0.60
	Year 5			1.29	1.20
	Next 6years			24.24	20.25
			(Amount in lakhs unless otherwise stated)
				Year ended	Year ended
**29.4 **	Actuarial assumptions			31st March, 2022	31st March, 2021
				Gratuity	Gratuity
	Discount rate(per annum)			7.25%p.a.	7.00%p.a.
	Salary growth rate(per annum)			5.00%p.a.	5.00%p.a.
	Withdrawal rate(per annum)			5.00%p.a.	5.00%p.a.
	Mortality			IALM 2012-14	IALM 2012-14
			(Amount in lakhs unless otherwise stated)
				Year ended	Year ended
30	Finance costs			31st March, 2022	31st March, 2021
	Interest On Term Loan			5.86	2.78
	Interest On Workingcapital Limits			541.54	216.71
	Interest On Other Loans			546.02	694.32
	Interest - Others			8.15	24.46
	Other borrowingcost			198.02	232.37
	total			1,299.59	1,170.64
			(Amount in lakhs unless otherwise stated)
				Year ended	Year ended
31	depreciation and amortisation			31st March, 2022	31st March, 2021
	Depreciation on Property, plant and equipment			304.93	282.13
	Amortisation of intangible assets			8.36	8.00
	total			313.29	290.13

	(Amount in lakhs unless otherwise stated)
32	other expenses Year ended 31st March, 2022 Year ended 31st March, 2021
	Power and Fuel 723.48 543.01
	Repairs to
	- Repair to Building 11.54 14.00
	- Repair to Machinery 181.64 200.87
	- Repairs to Others 15.65 7.77
	Rent 59.04 20.76
	Business Promotion Expenses 888.78 1,105.32
	Rates and Taxes 173.56 101.76
	Insurance 299.45 193.47
	Labour Charges 38.35 10.22
	Freight,Transport and Delivery 469.03 286.26
	Shipping& Forwarding 5,824.04 3,895.38
	PackingExpenses 3,888.06 2,581.00
	Rebate & Discounts 19.70 3,008.27
	Advertisement 88.34 160.26
	Payment to auditor(Exclusive of GST) 13.35 8.84
	Professional Charges 83.69 34.23
	CSR Expense(Refer note no. 42) 82.00 61.00
	Charityand Donation 3.04 14.51
	Contractor Charges 846.58 579.86
	Miscellaneous Expenses 253.24 166.74
	Loss on Sale of Property,Plant & Equipment 25.98 -
	total 13,988.54 12,993.54
	payment to auditor(exclusive of Gst) (Amount in lakhs unless otherwise stated)
	particulars Year ended 31st March, 2022 Year ended 31st March, 2021
	As auditor:
	Audit Fee 12.40 8.24
	Tax Audit Fee 0.70 0.6
	Other matters(Certifcates,Tax etc.) 0.25 -
	total 13.35 8.84
	(Amount in lakhs unless otherwise stated)
33	tAXAtIon Year ended 31st March, 2022 Year ended 31st March, 2021
	Income tax recognised in Statement of Proft and Loss
a	Current tax 2,908.64 1,340.05
b	Deferred tax (5.24) 3.66
	Adjustment of earlieryear taxes 7.91 (0.56)
	Total income tax expenses recognised in the currentyear 2,911.31 1,343.15
	the income tax expenses for the year can be reconciled to the accounting proft as follows:

182 • ANNUAL REPORT 2021-22

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GRM OVERSEAS LIMITED

	Proft before tax Applicable Tax Rate	11,363.62 25.17%	5,884.99 25.17%
	Computed Tax Expense	2,860.00	1,481.13
	Tax efect of :
	Exempted income	-	-
	non-deductible expenses	48.64	(141.08)
	Adjustment of Tax on other Comprehensive Income	-	-
	total	2,908.64	1,340.05
	Tax adjustment related to earlieryears	7.91	(0.56)
	Current tax provision -(A)	2,916.55	1,339.50
	One tIme Deferred tax adjustment due to availment of tax	-	-
	beneft under section 115BAA
	Incremental Deferred Tax Liability on account of Tangible and	(3.03)	5.89
	Intangible Assets
	Incremental Deferred Tax Asset on account of Financial Assets 2.21		2.24
	and Other Items
	Current Year Losses /(Profts) of foreign subsidiaries for which	-	-
	no deferred tax asset was recognised
	deferred tax provision(B)	(5.24)	3.66
	Tax Expenses recognised in Statement of Proft and Loss	2,911.31	1,343.15
	(A+B)
34	Efective Tax Rate earnings per share	25.62% 22.82% (Amount in lakhs unless otherwise stated) Year ended 31st March, 2022 Year ended 31st March, 2021
(i)	Proft after taxation available to equityshareholders	8,383.90	4,522.36
(ii)	Weighted average number of equity shares used in calculating	598.55	600.00
	basic EPS(Numbers)
(iii) (iv) (v)	Efect of dilutive issue of shares Weighted average number of equity shares used in calculating Diluted EPS(Numbers) Basic earnings per share	- 598.55 14.01	- 600.00 7.57
(vi)	diluted earnings per share	14.01	7.57

Note:

During the year, the holding company has issued bonus shares in the ratio of 2:1 and also sub-divided equity share of face value of Rs. 10/- per share into five equity shares of face value of Re. 2/- per share. Consequently, the basic and diluted earnings per share have been computed for all the periods presented in the Consolidated Ind AS Financial Statements of the Holding Company on the basis of the new number of equity shares in accordance with Ind AS 33 – Earnings per Share.

		(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
		Year ended	Year ended
35	Fair value measurement hierarchy	31st March, 2022	31st March, 2021
		CarryingAmount	CarryingAmount
	Financial Assets at amortised Cost
	Trade Receivables Other fnancial asset	40,408.66 723.42	25,256.30 29.26
	Investment	156.00	-
	Cash & Cash Equivalents	761.30	472.05
	Other Bank Balances	15.18	44.17
	Financial Assets at fair value through oCI
	Investments	12.39	10.61
	Financial Liabilities at amortised cost
	Borrowings	33,835.31	18,752.57
	Tradepayables Other fnancial liabilities	7,935.68 1,941.27	4,524.85 4,066.45

Financial risk management

The Group has exposure to the following risks arising from financial instruments:

A) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and investments in debt securities. The carrying amount of financial assets represents the maximum credit exposure.

- trade receivables.

- other current financial Assets

a Credit risk management

The Group assesses and manages credit risk based on internal credit rating system, continuously monitoring defaults of customers and other counterparties, identified either individually or by the company, and incorporates this information into its credit risk controls. Internal credit rating is performed for each class of financial instruments with different characteristics. The Group assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.

A: Low

B: Medium

C: High

	Assets under credit risk	Assets under credit risk	Assets under credit risk	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
					Year ended	Year ended
		description			31st March, 2022	31st March, 2021
		A: Low
		Investments			168.39	10.61
		Other Financial Assets			723.42	29.26
		Cash and cash equivalents			761.30	472.05
		Other bank balances			15.18	44.17
		Trade receivables			40,408.66	25,256.30

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GRM OVERSEAS LIMITED

Cash and cash equivalents and other bank balances

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks.

trade receivables

The Group closely monitors the credit-worthiness of the debtors through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The Group assesses increase in credit risk on an ongoing basis for amounts receivable that become past due and default is considered to have occurred when amounts receivable become past due one year.

Other financial assets measured at amortised cost

Other financial assets measured at amortised cost includes loans and advances to employees, security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Group maintains flexibility in funding by maintaining availability under committed facilities. Management monitors rolling forecasts of the Group’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Group takes into account the liquidity of the market in which the group operates.

Maturities of financial liabilities

The tables below analyze the Group’s financial liabilities into relevant maturity of the group based on their contractual maturities for all non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

|||||||||(Amountin Lakh)|(Amountin Lakh)|
|---|---|---|---|---|---|---|---|---|---|
|31-Mar-22|Less than 1year|||1 - 2 Year||2 - 4 Year||4 - 7 Year|total|
|Borrowings||33,790.98||35.13||9.20||-|
33,835.31|
|Tradepayable||7,935.68||-||
-||
-|
7,935.68|
|Other fnancial liabilities||1,941.27||-||
-||
-|
1,941.27|
|total||43,667.92||35.13||9.20||-|
43,712.25|
|||||||||(Amount`in Lakh)||
|31-Mar-21
Borrowings||Less than 1year
18,751.31||1 - 2year
1.26||2 - 4 Year
-||4 - 7 Year

-|total
18,752.87|
|Tradepayable||4,524.85||-||
-||
-|4,524.85|
|Other fnancial liabilities||4,066.45||-||
-||
-|4,066.45|
|total||27,342.61||1.26||-||
-|
27,344.47|

C) Market risk

a) Foreign currency risk

The Group is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US Dollar. Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is not the functional currency of the Group.

(i) exposure to currency risk

The Group’s exposure to foreign currency risk at the end of the reporting period expressed in INR are as follows.

(Amount in lakhs unless otherwise stated)

	particulars	In foreign currency	In Indian rupees
	Financial assets Trade receivables USD EURO	March 31, 2022 March 31, 2021 136.36 113.17 328.97 175.91	March 31, 2022 March 31, 2021 10,337.59 8,318.69 27,850.22 15,146.04
	Total fnancial assets	465.33 289.09	38,187.81 23,464.73
	Other fnancial liabilities USD	20.93 32.96	1,586.99 2,459.96
	Total fnancial liabilities	20.93 32.96	1,586.99 2,459.96

(ii) Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates of USD, with all other variables held constant. The impact on the Group’s profit before tax is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency derivatives. Although the derivatives have not been designated in a hedge relationship, they act as an economic hedge and will offset the underlying transactions when they occur. Accordingly, no sensitivity analysis in respect of such loans is given. The Group’s exposure to foreign currency changes for all other currencies is not material.

			(Amount in lakhs unless otherwise stated)	(Amount in lakhs unless otherwise stated)
Currency		Change in rate	Efect onproft before tax
			31-03-2022	31-03-2021
USD		Appreciation in INR by5%	437.53	292.94
EURO		Appreciation in INR by5%	1,392.51	757.30
USD		Depreciation in INR by5%	(437.53)	(292.94)
EURO		Depreciation in INR by5%	(1,392.51)	(757.30)

A positive number represents decrease in profits while a negative number represents increase in profits.

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group does not have any non current obligations with floating rate of interest. The Group has floating rate of interest in respect of current borrowings.

Interest rate sensitivity Analysis

The following table demonstrates the sensitivity to a reasonable possible change in interest rates on that portion of loans and borrowings affected.With all other variables held constant, the Group’s profit before taxes is affected through the impact on floating rate borrowings, as follows:

Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices – will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

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GRM OVERSEAS LIMITED

				(Amount in lakhs unless otherwise stated)
particulars		Inc/(dec) in basis points		Efect on proft before taxes
31/03/2022
LongTerm Borrowings		50.00		(0.22)
LongTerm Borrowings		(50.00)		0.22
Short Term Borrowings		50.00		(168.95)
Short Term Borrowings		(50.00)		168.95
31/03/2021
LongTerm Borrowings		50.00		(0.01)
LongTerm Borrowings		(50.00)		0.01
Short Term Borrowings		50.00		(93.76)
Short Term Borrowings		(50.00)		93.76

36. Capital management

The Group’s capital management objectives are:

38. note For Continget assets & Liabilities

Contingent Liabilities & Commitments	For the year ended	For the year ended
	31st March, 2022	31st March, 2021
Contingent Liabilities :
Claim against the companynot acknowledged as debtguarantees	-	-
Corporate Guarantee for subsidiaryloan	750.00	-
Other moneyfor which the companyis contingentlyliable	-	-
Commitments
Estimated amount of contracts remaining to be executed on	-	-
capital account and notprovided for
Uncalled liabilityon shares and other investmentsparty paid	-	-
Other commitments(specifynature)	-	-
total	750.00	-

39. ratios

- to ensure the Group’s ability to continue as a going concern.

- to provide an adequate return to shareholders.

The Group monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet. Management assesses the Group’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Group’s various classes of debt. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt. The Group’s adjusted net debt to equity ratio as at year end were as follows:

(Amount in lakhs unless otherwise stated)

particulars	31-03-2022	31-03-2021
Total borrowings	33,835.31	18,752.57
Less : cash and cash equivalents	761.30	472.05
Net debt	33,074.01	18,280.53
Total equity	20,655.20	13,521.20
Adjusted net debt to adjusted equity ratio	1.60	1.35

37. events after the reporting period

The Board of Directors of the Holding Company at its meeting held on 16th May 2022 has approved and declared an Interim dividend of Rs.0.25/- (i.e. 12.50 %) per equity shares of face value of Rs.2/- each for FY 2022-23, and has fixed May 26, 2022 as the “record date” for the purpose of payment of Interim Dividend to shareholders, as per Regulation 42 of SEBI (LODR), Regulations, 2015.

The Following are analytical ratio for the year ended on March 31st, 2022 and March 31st, 2021

	particulars Current ratio (in times) Debt Equity Ratio (in times)	numerator Current Assets Total Debt (Term Loan)	denominator Current Liabilities Shareholder's Equity	31st March 2022 31st March, 2021 1.37 1.36 0.002 0.0001	Variance 0.88% 2196.2%		reasons Ratio increase due
							to increase in
							debt during
							theyear.
	Debt Service Coverage	Earning	Debt Service	162.48 127.64	27.29%		Ratio
	Ratio (in times)	available for					increase due
		debt service (1)					to decrease
							In term loan
							during the
							year.
	Inventory Turnover	Cost of Goods	Average	6.67 8.23	-18.92%
	Ratio	Sold(4)	Inventory
	Trade receivable	Sales	AverageTrade	3.45 3.14	10.07%
	Turnover Ratio (in		Receivable
	times)
	Trade Payable Turnover	Purchases	Average Trade	15.74 16.54	-4.81%
	Ratio(In times) Net Capital Turnover	Net Sales	payable Average	8.44 10.48	-19.45%
	Ratio (in times)		Working
			Capital(3)
	Return On Equity (In %)	Net Proft	Average	49.46% 40.35%	22.59%
			Shareholder
			Equity

188 • ANNUAL REPORT 2021-22

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GRM OVERSEAS LIMITED

Net Proft Ratio (in %)	Net Proft	Net Sales	7.45% 5.68%	31.22%	Ratio
					increase due
					to increase
					in proft in
					comparison
					to sales
					during the
					year.
Return on Capital	Earning before	Capital	22.79% 20.95%	8.76%
Employed(in %)	interest & taxes	Employed(2)
Return on Investment	Income	Average	4.93% 7.69%	-35.91%	Ratio
	generated from	Investment (6)			decrease due
	invested funds				to decrease in
	(5)				income from
					investment
					during the
					year.

• (1) Earning available for debt service : Net Profit after Taxes + depreciation + Interest on Term Loan + Other Adjustment like loss on sale of fixed assets

• (2) Capital Employed : Tangible Net Worth + Total Debt +Deferred tax liability

• (3) Working Capital : Current Assets - Current Liabilities

• (4) Cost of goods sold: Sale - Gross Profit

• (5) Income generated from invested funds include interest on fixed deposit and realised/ unrealised gain on Mutual Fund

• (6) Investments include Fixed Deposit

40. other statutory Information

• (i) The Group do not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

• (ii) The Group do not have any transactions with struck off companies under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.

• (iii) The Group has not traded or invested in Crypto currency or Virtual Currency during the financial year.

• (iv) The Group has not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

• a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries); or

• b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

• (v) The Group has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall :

• a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or

41. related party disclosures:

The list of related parties as identified by the management is as under:

Mr. Atul Garg

Key Managerial Personnel (KMP)

Managing Director

Mr. Hukam Chand Garg Director Smt. Mamta Garg Director Mr. Rattan Lal Mittal Chief Financial Officer (CFO) Upto - 28th September 2021 Mr. Balveer Singh Company Secretary Mr. Vedant Garg Chief Financial Officer (CFO) From - 29th September 2021

M/s Eros Agro & Farms Pvt. Ltd. M/s Rohit Buildtech Pvt. Ltd. Hukum Chand Garg HUF Mrs. Jugpati devi Wife of Mr. Hukam Chand Garg

Enterprises over which KMP Exercise significant influence

Person related to KMP's

Following transactions were carried out with related parties in the ordinary course of business for the Year ended 31st March 2022 :

(Amount in lakhs unless otherwise stated)

	nature of transaction	enterprises over which KMp exercise signifcant infuence Key Managerial personnel relative of Key Managerial personnel*
		Year ended 31 March 2022 Year ended 31 March 2021 Year ended 31 March 2022 "Year ended 31 March 2021" Year ended 31 March 2022 Year ended 31 March 2021
	unsecured Loans
	-Amount received	1,057.72 200.75 1,448.05 3,876.85 - -
	-Amount repaid	228.51 3,173.36 1,870.00 2,424.00 - -
	-Interest accrued	255.87 446.06 290.15 248.25 - -
	Rentpaid	40.05 5.40 8.10 7.20 8.10 7.20
	Remuneration#	- - 319.26 274.82 36.00 48.77
	Balance (Payable)/ Receivable as at year end	(4,077.43) (3,017.93) (4,394.77) (4,555.57) - -

Remuneration paid to KMP’s does not include the provision made for gratuity and leave benefits, as they are determined on an actuarial basis for all the employees together.

• b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

• (vi) The Group has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

• (vii) The Group has not been declared a wilful defaulter by any bank or financial institution or other lender (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

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GRM OVERSEAS LIMITED

42. disclosure relating to Corporate social responsibility (Csr) expenditure

Particulars	Particulars	For the year ended March 31, 2022	For the year ended March 31, 2021
(i)Gross amount required to be spent bythe Groupduringtheyear		81.09	60.72
		81.09	60.72
(ii)	Amount spent during the year ending on March 31, 2022 :
	1. Construction / acquisition of any asset
	– Construction of Medical Institute's Building through Indraprastha	-	20.00
	Global Education and Research Foundation
	2. On purposes other than (1) above
	– Promoting Health Care through Sansthanam Abhay Daanam	51.00	-
	– Promoting Skill Development Centre through Shri Madhav Sewa	31.00	-
	Nayas
	– Promoting Health Care through Nitya Foundation & Indra Prastha	-	41.00
	Global
i)	Short fall at the end of the year	-	-

43. Interest in other entities

disclosure As per Ind As 112 “disclosure of Interest In other entities

a) subsidiaries

The group’s subsidiaries as at march, 2022 are set out as below. Unless otherwise stated, they have share capital consisting solely of equity shares that are held directly by group. The country of incorporation or registrarion is also their principal place of business and effective ownership is set out below:

s.no.	name of entity	Country of	Country of	Country of	Country of		principal	Efective non	Efective non
		Incorporation					Activities	owenership(%) Controlling Interest(%)
								2022 2021 2022 2021
	subsidiary of GrM
	overseas Limited
1.	GRM International Holding	U.K.					Distribution of	100.00% 100.00% 0.00% 0.00%
	Ltd.						Rice
2.	GRM Foodkraft Pvt.Ltd.	India					Distribution of Rice	86.96% 92.76% 13.04% 7.24%
	subsidiary of GrM
	International Holdings
	Limited
1.	GRM Fine Foods Inc.	U.S.A					Distribution of Rice	100.00% 100.00% 0.00% 0.00%

==> picture [482 x 710] intentionally omitted <==

----- Start of picture text -----

As at 31st March, 2021 7.15 12.07 (4.92) - - - (4.92) - As at 31st March, 2021 71.18 (5.05) (1.47) (6.52) - As at 31st March, 2021 (1.40) - 5.71 4.31
- - - - -
- - - -
usA usA 0.23 0.23
usA 7.37 12.45 (5.08) (5.08) (0.15) (0.15)
GrM Fine Foods Inc. GrM Fine Foods Inc. As at 31st March, 2022 GrM Fine Foods Inc. As at 31st March, 2022
As at 31st March, 2022"
-
-
254.76 36.72 36.72 291.48 20.26 5,795.93 269.08 269.08 19.48 78.43 (37.60) 22.40 63.23
1,287.80 1,033.04
As at 31st March, 2021
As at 31st March, 2021" As at 31st March, 2021"
-
1.15 Limited 524.48 524.48 68.41 Limited (566.15) (163.62) 759.92 30.15
Limited 700.79 197.55 196.40 897.19 89.39 18,938.09
2,344.33 1,643.54
GrM Foodkraft private As at 31st March,2022
GrM Foodkraft private As at 31st March,2022 GrM Foodkraft private As at 31st March,2022 -
-
- - 178.66 (1.99) 176.67
2,347.38 2,959.03 (611.65) 64.03 64.03 (547.62) 3,553.47 614.44 (130.50) 483.94
As at 31st March,2021
As at 31st March,2021 -
As at 31st March,2021
-
95.35 (0.68) 94.67
4.53
- -
2,311.33 (18.08) (13.55)
1,054.97 1,672.16 (617.19) 56.02 56.02 (561.17) GrM nternational Holdings Ltd. uK
GrM nternational Holdings Ltd. uK
As at 31st March,2022
ear ended
GrM nternational Holdings Ltd. uK As at 31st March,2022 y
As at 31st March,2022
non ControLLInG Interest Set out below is summarised financial information for subsidiary that has non-controlling interest. The amounts disclosed for each subsidiary are before inter-company eliminations summarised Balance sheet particulars Current Assets Current Liabilities Net Current Assets/Liabilities Non-Current assets Non-Current Liabilities Net Non-Current Assets/Liabilities Net Assets Accumulated NCI Summarised statement of profit and loss for the year ended particulars Total income Profit/(loss) for the year Other comprehensive income/ (expense) Total comprehensive income/ (expense) Profit/(loss) allocated to NCI Summarised cash flows for the particulars Cash flows from/(used in) operating Activities Cash flows from/(used in) investing activities Cash flows from/(used in) financing activities Net increase/ (decrease) in cash and cash equivalents
----- End of picture text -----

192 • ANNUAL REPORT 2021-22

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GRM OVERSEAS LIMITED

share in total	Comprehensive Income	Amount	Amount	Amount	parent	1 GRM Overseas Limited 98.86% 20,420.11 93.27% 7,883.62 46.73% 3.84 93.23% 7,887.46	subsidiaries	1 GRM International Holdings Limited (2.72%) (561.17) (0.21%) (18.08) 55.12% 4.53 (0.16%) (13.55)	2 GRM Fine Foods Inc. (0.02%) (5.08) 0.00% - (1.83%) (0.15) 0.00% (0.15)	3 GRM Foodkraft Pvt Ltd 4.34% 897.19 6.21% 524.48 0.00% - 6.20% 524.48	Adjustment on consolidation (0.46%) (95.85) 0.74% 62.29 (0.02%) (0.00) 0.74% 62.29	total 100% 20,655.20 100% 8,452.31 100% 8.22 100% 8,460.53	Additional information, as required under schedule III of Companies Act, 2013 of entities consolidated as subsidiary as at 31st March, 2021 :	share in total	Comprehensive Income	Amount	Amount	Amount	parent	1 GRM Overseas Limited 103.10% 13,940.42 80.64% 3,662.73 (2.12%) 2.70 83.04% 3,665.43	subsidiaries	1 GRM International Holdings Limited (4.05%) (547.62) 13.53% 614.44 102.17% (130.50) 10.96% 483.94	2 GRM Fine Foods Inc. (0.04%) (4.93) (0.10%) (4.43) (0.04%) 0.06 (0.10%) (4.37)	3 GRM Foodkraft Pvt Ltd 2.16% 291.48 5.92% 269.08 0.00% - 6.10% 269.08	Adjustment on consolidation (1.17%) (158.16) 0.00% 0.01 (0.01%) 0.01 0.00% 0.02	total 100% 13,521.20 100% 4,541.84 100% (127.73) 100% 4,414.11
		As a % of total	Comprehensive	Income												As a % of total	Comprehensive	Income
share in other	Comprehensive Income	Amount												share in other	Comprehensive Income	Amount
		As a % of	Consolidated	oCI												As a % of	Consolidated	oCI
Share in Proft & Loss		Amount												Share in Proft & Loss		Amount
		As a % of	Consolidated	Proft or Loss												As a % of	Consolidated	Proft or Loss
net Assets, i.e., total assets minus total liabilities		Amount												net Assets, i.e., total assets minus total liabilities		Amount
		As a % of	Consolidated	net Assets												As a % of	Consolidated	net Assets
S. No. name of entity														S. No. name of entity

45. The spread of Corona virus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. There is no significant impact of COVID-19 on the Company’s operations and revenue during the period as the company business comes under essential category. The Company has taken into account the possible impact of COVID-19 in preparation of the audited consolidated financial statement.

46. The previous year figures have been regrouped/ reclassified, wherever necessary to conform to the current year presentation.

47. The Group is predominantly engaged in the single business segment of food sector.

48. Approval of Financial Statements. The financial statements were approved by the board of directors of the holding company on 16th May, 2022.

As per our report of even date For and on behalf of the board of directors For Vinod Kumar & Associates Chartered Accountants sd/sd/Firm registration no. 002304n Mamta Garg Atul Garg director Managing director dIn : 05110727 dIn : 02380612 sd/CA Mukesh dadhich partner sd/sd/Membership no. 511741 Vedant Garg Balveer singh delhi Chief Financial Offier Company secretary 16th May, 2022 CGXpG3398e M. no. A59007

194 • ANNUAL REPORT 2021-22

ANNUAL REPORT 2021-22 • 195

GRM OVERSEAS LIMITED

GRM OVERSEAS LIMITED

CIN : L71899DL1995PLC064007 Regd. Office: 128, First Floor, Shiva Market, Pitampura, Delhi - 110034. Website: www.grmrice.com Email: investor.relations@grmrice.com Phone: 011-47330330

NOTICE

NOTICE is hereby given that the 28th Annual General Meeting (“AGM”) of the Members of GRM Overseas Limited (the “Company”) will be held on Friday, September 30, 2022 at 9:30 AM IST at Tivoli Grand Resort Hotel, GT Karnal Road, Alipur, Delhi 110036 to transact the following businesses.

ORDINARY BUSINESS:

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY, IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. PROXIES SUBMITTED ON BEHALF OF LIMITED COMPANIES, SOCIETIES, ETC., MUST BE SUPPORTED BY APPROPRIATE RESOLUTIONS/AUTHORITY, AS APPLICABLE. THE BLANK PROXY FORM IS ENCLOSEDHEREWITH. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY IN NUMBER AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR MEMBER.

1. (A) Adoption of the Audited Financial Statements as at 31st March, 2022

To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2022, the Audited Statement of Profit and Loss Account for the year ended on that date, together with Reports of Auditors and Directors thereon.

1. The Board of Directors has appointed Mr. Devesh Arora, Practicing Company Secretary (M. NO. 49034, CP No. 17860) as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

(B) Adoption of the Consolidated Audited Financial Statements as at 31st March, 2022

To receive, consider and adopt the Consolidated Audited Financial Statement as at 31st March, 2022, together with Reports of Auditors thereon.

2. To Confirm the Payment of Interim Dividend

To confirm the payment of interim dividend on equity shares for the year ended March,31, 2022

3. Re-appointment of Retiring Director

To consider appointment of a Director in place of Mr. Nipun Jain (DIN: 01075283) who retires by rotation and being eligible, offers herself for re-appointment.”

By Order of the Board of Directors GRM Overseas Limited

Place: Panipat Date: 22.08.2022

Chairman & Managing Director DIN: 02380612

Registered Office:

T (+91) 011-47330330

E investor.relations@grmrice.com CIN L74899DL1995PLC064007

1. Corporate/Institutional members (i.e. other than individuals, HUF, NRI, etc) are required to send scanned copy of its Board or governing body resolution/authorization etc., authorizing its representative to attend AGM on its behalf and to vote through remote e-voting. The said Resolution/Authorization be sent to the Scrutinizer by email through its registered email address to daa.office1@gmail.com with a copy marked to evoting@nsdl.co.in

2. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

3. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA and SEBI Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the AGM will be provided by NSDL.

4. For ease of conduct, members who would like to ask questions/express their views on the items of the business to be transacted at the meeting can send in their questions/ comments in advance mentioning their name, demat account number/ folio number, email id, mobile number at investor.relations@grmrice. com. The same will be replied by the Company suitably. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

5. W www.grmrice.com

6. The Registers of Members and Share Transfer Books of the Company will remain closed from Saturday, September 24, 2022 to Friday, September 30, 2022 (both days inclusive) for the purpose of annual closure of books.

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GRM OVERSEAS LIMITED

1. In compliance with the aforesaid MCA and SEBI Circulars, the Notice of the AGM along with the Annual Report 2021-22 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice calling AGM along with the explanatory statement and Annual Report 2021-22 are available on the website of the Company at www. grmrice.com and on the website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of National Securities Depository Limited (NSDL) i.e. www.evoting.nsdl.com (the Authorised agency for providing voting through electronic means). The Company’s web-link on the above will also be provided in advertisement being published in Financial Express (English edition) and Jansatta (Hindi edition).

2. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from 1st April, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company Secretary or Mas Services Limited, Company’s Registrar and Share Transfer Agents (“RTA”) (Tel. No. 011 26387281/82/83) for assistance in this regard.

3. Members who have not yet registered their e-mail addresses are requested to register the same with their Depository Participants (“DP”) in case the shares are held by them in electronic form and with the Company/RTA in case the shares are held by them in physical form.

4. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone / mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, etc., to their DPs if the shares are held by them in electronic form and to the Company/RTA if the shares are held by them in physical form.

5. For receiving all future correspondence (including Annual Report) from the Company electronically– In case you have not registered your email ID with the Company/ Depositary, please follow below instructions to register your email ID for obtaining Annual Report for FY 2021-2022 and login details for e-voting.

6. Physical Holding Send a signed request letter to Registrar and Transfer Agents of the Company, MAS Services Limited at info@masserv.com providing Folio Number, Name of the Shareholder, scanned copy of the Share Certificate (Front and Back), PAN (Self attested scanned copy of PAN Card), AADHAR (Self attested scanned copy of Aadhar Card) with subject line (Register E-mail ID Folio No (Mention Folio No) of GRM Overseas Limited.

7. Demat Holding Please contact your Depositary Participant (DP) and register your email address as per the process advised by DP.

8. In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report 2021-22 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories. Further, those members who have not registered their e-mail addresses and mobile nos. and in consequence could not be served the Notice of the AGM and Annual Report may temporarily get themselves registered with RTA by emailing for obtaining the same. Members are requested to support our commitment to environmental protection by choosing to receive the Company’s communications through e-mail going forward.

9. In case a person has become a member of the Company after dispatch of the AGM Notice, but on or before the cut-off date for e-voting i.e. Saturday, September 24, 2022, such person may obtain the User ID and Password from RTA by e-mail request on info@masserv.com

10. With a view to helping us serve the members better, members who hold shares in identical names and in the same order of names in more than one folio are requested to write to the Company to consolidate their holdings in one folio.

11. In terms of Section 72 of the Companies Act, 2013 and the applicable provisions, the shareholders of the Company may nominate a person in whose name the shares held by him/ them shall vest in the event of his/their death. Shareholders desirous of availing this facility may submit the requisite nomination form.

12. Shareholders of the Company are informed that pursuant to the provisions of the Act and the relevant rules the amount of dividend which remains unpaid/unclaimed for a period of 7 years is transferred to the ‘Investor Education & Protection Fund (IEPF)’ constituted by the Central Govt. Accordingly the amount of dividend which remained unpaid/unclaimed for a period of 7 years for the year 2013-14 has already been transferred to IEPF. Shareholders who have not encashed their dividend warrant(s), for the years 201415 to 2021- 21 are requested to make claim with the Registrar & Share Transfer Agent of the Company immediately.

Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, shares on which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred to the IEPF as notified by the Ministry of Corporate Affairs.

In accordance with the IEPF Rules, the Company has sent notices to all the Shareholders whose shares are due for transfer to the IEPF and has also published the details thereof in notices published in newspapers.

The Members whose dividend/shares are transferred to the IEPF may claim the dividend/ shares by making an application to the IEPF by following the procedure as detailed in the IEPF Rules and as enumerated on the website of IEPF at http://www.iepf.gov.in/IEPF/ refund.html.

1. In terms of SEBI Circular dated 09/12/2020, the depository shall send SMS/email alerts regarding the details of the upcoming AGM to the demat holders at least 2 days prior to the date of commencement of e-voting. Hence members are requested to update the mobile no./email ID with their respective depository participants.

2. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat account. Members holding shares in physical form can submit their PAN to the Company/Registrar.

3. The documents referred to in the proposed resolutions are available for inspection at its Registered Office of the Company during normal business hours on any working day except Saturdays, up to the date of meeting.

4. Instructions for e-voting and joining the AGM are as follows:

In terms of the provisions of section 108 of the Act, read with rule 20 of the Companies (Management and Administration) Rules, 2014, as amended (hereinafter called ‘the Rules’ for the purpose of this section of the Notice) and regulation 44 of the SEBI Listing Regulations, the Company is providing facility of remote e-voting to exercise votes on the items of business given in the Notice 28th Annual General Meeting (AGM) through electronic voting system, to members holding shares as on Friday, September 23, 2022 (end of day), being the cut-off date fixed for determining voting rights of members, entitled to participate in the remote e-voting process, through the e-voting platform provided by NSDL or to vote at the AGM.

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 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:

The remote e-voting period begins on 27th September 2022 at 09:00 A.M. and ends on 29th September, 2022 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 23rd September, 2022, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 23rd September, 2022.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method

• Individual 1. If you are already registered for NSDL IDeAS facility , please visit the e-Services Shareholders holding website of NSDL. Open web browser by typing the following URL: https://eservices. securities in demat nsdl.com/either on a Personal Computer or on a mobile. Once the home page of mode with NSDL. e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS” section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on options available against company name or e-Voting service provider – NSDL and you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

• If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on options available against company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

• Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web. cdslindia.com/myeasi/home/loginor www.cdslindia.com and click on New System Myeasi.

Individual Shareholders holding securities in demat mode with CDSL

1. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL . Click on NSDL to cast your vote.

2. If the user is not registered for Easi/Easiest, option to register is available at https:// web.cdslindia.com/myeasi/Registration/EasiRegistration

3. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

4. Individual You can also login using the login credentials of your demat account through your Shareholders (holding Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, securities in demat you will be able to see e-Voting option. Once you click on e-Voting option, you will mode) login through be redirected to NSDL/CDSL Depository site after successful authentication, wherein their depository you can see e-Voting feature. Click on options available against company name or participants e-Voting service provider-NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

	Login type Individual Shareholders holding securities in demat mode with NSDL Individual	Helpdesk details Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30 Members facing any technical issue in login can contact CDSL helpdesk by sending
	Shareholders holding securities in demat mode with CDSL	a request athelpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting. nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

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GRM OVERSEAS LIMITED

1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl. com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

Manner of holding shares i.e.	Your User ID is:
Demat(NSDL or CDSL) or Physical
a) For Members who hold shares in	8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL.	For example if your DP ID is IN300 and Client ID is 12***
	thenyour user ID is IN30012***.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user
	ID is 12**
c) For Members holding shares in	EVEN Number followed by Folio Number registered with the company
Physical Form.	For example if folio number is 001*** and EVEN is 101456 then user
	ID is 101456001***

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@ nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

• c) How to retrieve your ‘initial password’?

• (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

• If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

• a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

• Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to daa.office1@ gmail.com with a copy marked to evoting@nsdl.co.in .

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/ Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

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GRM OVERSEAS LIMITED

1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in to our RTA at info@ masserv.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

Place: Panipat

Date: 22.08.2022

By Order of the Board of Directors GRM Overseas Limited

Sd/Atul Garg Chairman & Managing Director DIN: 02380612

Registered Office:

1. In case shares are held in physical mode please send signed request with Folio No., Name of shareholder, scanned copy of any one share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to info@masserv.com.

T (+91) 011-47330330

E investor.relations@grmrice.com

CIN L74899DL1995PLC064007

W www.grmrice.com

1. In case shares are held in demat mode, please update your email id with your depository. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

2. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

3. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile -

number and email ID correctly in their demat account in order to access e Voting facility.

General Instructions

i. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e- voting.

• ii. Mr. Devesh Arora, Practicing Company Secretary (Membership No. ACS- 49034 & CP No. 17860), has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

• iii. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of ‘Ballot Paper’/ ‘Polling Paper’ for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

• iv. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.grmrice.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing and communicated to the BSE Limited.

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 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

Disclosure Pursuant To Regulation 36 Of The SEBI Listing Regulations Regarding Appointment Or ReAppointment Of Directors At The Forthcoming AGM

ATTENDANCE SLIP

GRM OVERSEAS LIMITED

Particulars	Nipun Jain(01075283)
Designation	Non- Executive Director
Age	55
Date of First Appointment on the Board	14.08.2018
Experience and Expertise	Mr. Nipun Jain has approximately 32 years of rich and versatile experience, which includes extensive experience in specialty. Mr. Nipun is also a Director with The Panipat Urban cooperative Bank Ltd. for 10 years and associated with Youth Hostels Association of India since 15 years. Mr. Nipun have Expertise in Auditing, fund raising,corporate laws
Number of Board Meetings attended duringtheyear	13
Directorship and Committee member- ship held in other companies as on 31 March 2022	1
Inter-serelationships between Directors and KeyManagerial Personnel	NIL
Shareholding in the company as on 31 March 2019 (including holding in the capacity of Karta of HUF and Trustee of Trust)	0
Terms & Conditions for reappointment	Termsand Conditions of appointment or reappointment are as per the Nomination and Remuneration Policy of the Company as dis- played on the Company’s website.
Membership/Chairmanship of Committees of other Boards	0

CIN: L74899DL1995PLC064007

Regd. Office: 128, First Floor, Shiva Market, Pitampura, Delhi - 110034. Website: www.grmrice.com Email: investor.relations@grmrice.com Phone: 011-47330330

Shareholders attending the Meeting in person or by proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall.

I, hereby record my presence at the 28th ANNUAL GENERAL MEETING of the Company at Tivoli Grand Resort Hotel, GT Karnal Road, Alipur, Delhi 110036 on Friday 30th September, 2022, at 9:30 a.m.

DPID: _____ Folio No.: ____ Client Id: _____ No. of Shares: ____

*Applicable for investors holding shares in electronic form.

……………………………………………………… ………………… Full name of the shareholder Signature (in block capitals) ……………………………………………….. …………………………. Full name of Proxy Signature (In block capitals)

NOTE:

1. Shareholder/Proxy holder desiring to attend the meeting should bring his copy.

2. Electronic copy of the Annual Report for 2021-22 and Notice of the Annual General Meeting (AGM) along with Attendance Slip and Proxy Form is being sent to all the members whose email address is registered with the Company/ Depository Participant unless any member has requested for a hard copy of the same. Members receiving electronic copy and attending the AGM can print copy of this Attendance Slip.

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

GRM OVERSEAS LIMITED

CIN: L74899DL1995PLC064007

Regd. Office: 128, First Floor, Shiva Market, Pitampura, Delhi - 110034. Website: www.grmrice.com Email: investor.relations@grmrice.com Phone: 011-47330330

Name of the member (s):	E-mail ld:
	No. of shares held
Registered address:	Folio No.
	DP ID*.
	Client ID*.

*Applicable for investors holding shares in electronic form.

I/We being the member(s) of the above named Company hereby appoint:

S. No.	Name	Address	Email address
1				or failing him
2				or failing him
3

and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 28[th] Annual General Meeting of the Company, to be held on Friday 30[th] September, 2022, at 9:30 a.m. at Tivoli Grand Resort Hotel, GT Karnal Road, Alipur, Delhi 110036 and at any adjournment thereof in respect of such resolutions as are indicated below:

**I wish my above Proxy to vote in the manner as indicated in the box below:

S. No.	Resolution	For	For	Against
1
2
3
Signed this....................................... day of..........................2022 ___ Signature of shareholder ___ ___ ___ Signature of frst Signature of second Signature of third proxy holder proxy holder proxy holder Afx one Rupee Revenue Stamp
			Afx one Rupee Revenue Stamp

Notes:

• (1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.

(2) A Proxy need not be a member of the Company.

• (3) A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

• (4) This is only optional. Please put a (√) in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

• (5) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

• (6) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

GRM OVERSEAS LIMITED

AGM LOCATION MAP

TIVOLI GRAND RESORT HOTEL

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ANNUAL REPORT 2021-22 • 

 • ANNUAL REPORT 2021-22

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GRM�OVERSEAS�LIMITED

GRM OVERSEAS LIMITED

CIN: �L74899DL1995PLC064007 Regd. Office: 128,�First�Floor,�Shiva�Market,�Pitampura,�Delhi�-�110034. Website: www.grmrice.com�� Email: investor.relations@grmrice.com� Phone: 011-47330330