DIRECTORS' REPORT
Dear Members,
GRM Overseas Limited
Your Directors take great pleasure in presenting 31st Annual Report of GRM Overseas
Limited (the "Company") on business and operations, along with the Audited
financial statements of Accounts for the financial year ended March 31,2025.
FINANCIAL SUMMARY
The Company's financial performance, for the year ended March 31st, 2025 is summarized
below:
|
|
|
|
(Amount in Lakh) |
PARTICULAR |
STANDALONE |
CONSOLIDATED |
|
31.03.2025 |
31.03.2024 |
31.03.2025 |
31.03.2024 |
Revenue from Operations |
91,314.68 |
1,18,582.93 |
1,34,819.28 |
1,31,244.18 |
Other Income |
2,532.73 |
3,221.54 |
2,600.48 |
3,252.96 |
Total Income |
93,847.41 |
1,21,804.47 |
1,37,419.76 |
1,34,497.15 |
Operating Expenditure |
84,792.26 |
1,12,667.09 |
1,26,859.29 |
1,24,024.73 |
Earnings before Interest, Tax, Depreciation and Amortization
(EBITDA) |
9,055.15 |
9,137.38 |
10,560.47 |
10,472.42 |
Depreciation and amortization Expenses |
297.20 |
354.16 |
310.59 |
366.84 |
Finance Costs |
1,769.44 |
2,047.50 |
1,775.71 |
2,059.81 |
Profit before Exceptional Items and Tax |
6,988.51 |
6,735.72 |
8,474.17 |
8045.77 |
Exceptional Items |
Nil |
Nil |
Nil |
Nil |
Tax expense |
1,888.29 |
1,596.90 |
2,350.54 |
1,973.87 |
Profit After Tax (PAT) |
5,100.22 |
5,138.82 |
6,123.63 |
6,071.90 |
Other Comprehensive Income |
(1.12) |
11.65 |
(47.77) |
(363.94) |
Total Comprehensive Income for the year |
5,099.10 |
5,150.46 |
6,075.86 |
5,707.96 |
Dividends |
Nil |
Nil |
Nil |
Nil |
Transfer to General Reserve |
Nil |
Nil |
Nil |
Nil |
EPS Basic |
8.50 |
8.56 |
10.21 |
9.96 |
EPS Diluted |
7.38 |
8.56 |
8.87 |
9.96 |
STATE OF COMPANY AFFAIRS, OPERATIONS AND FUTURE OUTLOOK
The Standalone revenue from operations ended at Rs. 91,314.68 Lakhs as compared to Rs.
1,18,582.93 lakhs previous year and Standalone Profit After Tax (PAT) of the current year
stood at Rs. 5,100.22lakhs.
The Consolidated revenue from operations ended at Rs. 1,34,819.28 Lakhs as compared to
Rs. 1,31,244.18 lakhs previous year and Consolidated Profit After Tax (PAT) of the current
year stood at Rs. 6,123.63 lakhs. Your Company continues to retain its customers and at
the same time having new associations, which reflects the ongoing trust of our customers
to whom we dedicate our daily work.
During the financial year 2024-25, your Company continued to strengthen its position in
both the traditional basmati rice export segment and the growing domestic FMCG food space
under its flagship brand "10X".
DIVIDEND
During the Financial Year 2024-25, no dividend was declared by the company. The
Directors of the Company are decided to retain the profits of the company.
The Board of Directors of the Company had approved and adopted a Policy on Distribution
of Dividend, as amended from time to time, to comply with Regulation 43A of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘Listing Regulations'). The said Policy of the Company sets out the parameters
and circumstances that will be taken into account by the Board in determining whether or
not to distribute dividend to its shareholders, the quantum of profits and/ or retained
profits earned by the Company to be distributed as dividend. The Policy is available on
the website of the Company
https://www.grmrice.com/grm_file/03-09-25-06-05-13Dividend%20Distribution%20Policy
%20amended%20Feb%202025.pdf.
TRANSFER TO RESERVES
Your Company Proposes not to Transfer any amount to General Reserves for the financial
year 2024-25.
CHANGES IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of your company during the year under
review.
SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
As on March 31, 2025 your Company has Two subsidiaries viz., GRM International Holdings
Ltd. and GRM Foodkraft Private Limited and one step down subsidiary viz., GRM Fine Foods
Inc. There are no associate or Joint Venture companies within the meaning of Section 2(6)
of the Companies Act, 2013 ("Act"). Further there has been no material change in
the nature of business of the subsidiaries during the financial year 2024-25.
The policy for determination of material subsidiary is available on company's website
at Company's website at https://www.grmrice.com/grm_file/03-09-25-08-30-10Policy%20
for%20determining %20material%20subsidiary%20updated.pdf
GRM Foodkraft Private Limited the unlisted material subsidiary has undergone
Secretarial Audit by a practicing Company Secretary and their Secretarial Audit Report are
also available on the website of the Company.
The Consolidated Financial Statements of your Company for the financial year 2024-25
are prepared in compliance with applicable provisions of the Companies Act, 2013 read with
the Rules issued thereunder, applicable Indian Accounting Standards (Ind As) and the
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as the "SEBI Listing Regulations"). The consolidated
financial statements have been prepared by consolidating audited financial statements of
your Company and its subsidiaries, as approved by the respective Board of Directors.
Further, pursuant to the proviso of sub section (3) of section 129 of the Companies Act,
2013 read with Companies (Accounts) Rules, 2014 a separate statement containing the
salient features of the financial statements of Subsidiaries of the Company in the
prescribed form AOC-1 is given in the Consolidated Financial Statements, forming part of
this Annual report as Annexure- 1.
Any member desirous of obtaining a copy of the said financial statements may write to
the Company Secretary at cs@grmrice.com or at the Registered Office / Corporate Office of
your Company. The financial statements including the consolidated financial statements,
financial statements of subsidiaries and all other documents shall also be available on
Company's website www.grmrice.com in downloadable format.
SHARE CAPITAL
As on March 31, 2025, the authorized share capital of the company was Rs. 20,00,00,000
(Rupees Twenty Crores) divided into 10,00,00,000 (Ten Crores) Equity Shares of Face Value
of Rs. 2 Each.
As on March 31, 2025, the issued, subscribed and paid-up Equity Share Capital of the
Company was Rs.
12,00,00,000/- (Rupees Twelve Crores only) comprising of 6,00,00,000 (Six Crores )
Equity Shares of face value of Rs. 2/- each.
a. Issue of equity shares with differential rights
Your Company has not issued any equity shares with differential rights during the year
under review.
b. Issue of Sweat Equity Shares
Your Company has not issued any sweat equity shares during the year under review.
c. Issue of employee stock options
Your Company has not issued any employees stock options during the year under review.
d. Provision of money by Company for purchase of its own shares by employees or by
trustees for the benefit of employees
Your Company has not made any provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees during the year under review.
e. Issue of Convertible Warrants
During the year under review, the Company allotted 90,70,000 (Ninety Lakhs Seventy
Thousand) Convertible Warrants at a price of Rs.150/- (Rupees One Hundred and Fifty Only)
including the Warrant Subscription Price of Rs.37.5/- (Rupees Thirty-Seven and Fifty Paise
Only) and the Warrant Exercise Price of Rs.112.5/- (Rupees One Hundred and Twelve and
Fifty Paise Only) each ("Warrant Issue Price"), aggregating up to Rs.
1,36,05,00,000/- (Rupees One Hundred and Thirty- Six Crores and Five Lakhs Only)
("Total Issue Size") on preferential basis to the persons/entities belonging to
Promoter and Non-Promoter Category.
CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES
During the year under review there has been no changes in capital structure.
TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION & PROTECTION FUND
Pursuant to the provisions of Section 124 of the Companies Act, 2013 and The Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, read with all relevant notifications as issued by the Ministry of Corporate Affairs
from time to time and Amendment thereto, all shares in respect of which dividend has
remained unpaid or unclaimed and shares on which the for a period of seven years have been
transferred by the Company, within the stipulated due date, to the Investor Education and
Protection Fund (IEPF).
The company was not required to transfer any amount to the Investor Education and
Protection Fund in terms of Section 125 of the Companies Act, 2013 during the financial
year 2024-25.
Dividend Due to be Transferred to transferred to the IEPF
During the financial year 2024-25 no such unpaid or unclaimed dividend amount is
required to be transferred to IEPF.
The following table give information relating to financial year wise outstanding
dividends and the dates by which they can be claimed by the shareholders from the
Company's RTA:
Particulars |
Date of Declaration |
Date of Completion of seven years |
Due Date for Transfer to IEPF |
Amount as on 31st March, 2025 (In Rs.) |
Final Dividend 2017-18 |
29th September, 2018 |
06th November, 2025 |
05th December, 2025 |
1,43,720 |
Final Dividend 2018-19 |
30th September, 2019 |
07th November, 2026 |
06th December, 2026 |
2,01,680 |
Final Dividend 2019-20 |
30th September, 2020 |
07th November, 2027 |
06th December, 2027 |
91268.97 |
Interim Dividend 2020-21 |
10th March, 2021 |
18th April, 2028 |
17th May, 2028 |
2,90,789 |
Interim Dividend 2021-22 |
12th August, 2021 |
20th September, 2028 |
19th October, 2028 |
143184.25 |
Interim Dividend 2021-22 |
27th October, 2021 |
05th December, 2028 |
04th January, 2029 |
1,52,413 |
Interim Dividend 2021-22 |
24th January, 2022 |
01st March, 2029 |
31st March, 2029 |
1,03,029 |
Interim Dividend 2022-23 |
16th May, 2022 |
22nd June, 2029 |
21st July, 2029 |
43,106.25 |
Interim Dividend 2022-23 |
17th August, 2022 |
23rd September, 2029 |
22nd October, 2029 |
35,414.80 |
2023-24 |
|
No Dividend Declared |
|
2024-25 |
|
No Dividend Declared |
|
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
The Company in its Board Meeting held on 28th May, 2025 approved the conversion of
13,52,000 (Thirteen Lakhs Fifty Two Thousand) convertible warrants into 13,52,000
(Thirteen Lakhs Fifty Two Thousand) equity shares of face value of Rs.2/- each, on
preferential basis, upon receipt of an amount aggregating to Rs.
15,21,00,000/- (Rupees Fifteen Crores Twenty One Lakhs only) at the rate of Rs. 112.5
(Rupees One Hundred Twelve and Paisa Fifty Only) per warrant (being 75% of the issue price
per warrant) from the allottees pursuant to the exercise of their rights of conversion
into equity shares in accordance with the provisions of SEBI (ICDR) Regulations, 2018.
Post allotment of the aforesaid shares, the paid-up capital of the Company has
increased from Rs. 12,00,00,000/- (6,00,00,000 equity shares of face value of Rs. 2/- each
fully paid up) to Rs. Rs. 12,27,04,000/- (6,13,52,000 equity shares of face value of
Rs.2/- each fully paid up). The new equity shares so allotted, shall rank pari-passu with
the existing equity shares of the Company.
SEGMENT REPORTING
Your company is engaged and focused on single activity of ‘Rice Sheller' to
provide better results and to be leader in its core activity.
BOARD OF DIRECTORS
As on March 31, 2025, your Company's Board has a strength of 8 (eight) Directors
including 2 (Two) Woman Directors. The Chairman of the Board was an Executive Director.
The composition of the Board was as below:
Category |
Number of Directors |
% to Total Number of Directors |
Executive Directors |
2 |
25.00 |
Non Executive, Non Independent Director |
2 |
25.00 |
Non-Executive-Independent Directors |
4 |
50.00 |
CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Period under review and to the till date the following Changes taken place
in Board of Directors and Key Managerial Personnel:
Sr. Name of Director No and KMP |
Designation |
Effective Date of Change |
Appointment/Re- Appointment/Cessation/ Change in Designation |
1. Mr. Gautam Gupta |
Independent Director |
14.08.2024 |
Re-appointment |
AUDIT COMMITTEE
As on March 31, 2025, the Audit Committee of GRM Overseas Limited comprises of
following 3 (Three) Members, all are Non-Executive Independent Directors:
Name of the members |
Designation |
Mr. Raj Kumar Garg |
Chairman |
Mr. Gautam Gupta |
Member |
Ms. Nidhi |
Member |
All the recommendations made by the Audit Committee were accepted by the Board of
Directors. The Powers and role of the Audit Committee are included in report on Corporate
Governance forming part of this Annual Report.
KEY MANAGERIAL PERSONNELS
The following employees were designated as whole-time key managerial personnel by the
Board of Directors during the year under review and the date of this report:
(i) Mr. Atul Garg, Managing Director
(ii) Mrs. Mamta Garg, Whole Time Director
(iii) Mr. Vedant Garg, Chief Financial Officer
(iv) Mr. Sachin Narang- Company Secretary and Compliance Officer
DIRECTOR NOMINATION AND REMUNERATION COMMITTEE:
The Board has on the recommendation of the Nomination & Remuneration Committee (the
‘NRC") has framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The Remuneration Policy is stated in the Corporate
Governance Report and placed on the website of company at
https://www.grmrice.com/grm_file/25-08-23-06-29-34Nomination%20and%20Remuneration%20Policy.pdf.
As on March 31,2025, the Nomination and Remuneration Committee of GRM Overseas Limited
comprises of following 3 (Three) Members, all are Non-Executive Independent Directors:
Name of the members |
Designation |
Mr. Raj Kumar Garg |
Chairman |
Mr. Gautam Gupta |
Member |
Ms. Nidhi |
Member |
RISK MANAGEMENT POLICY
The Board of Directors of the Company in its meeting held on 12th August, 2021 adopted
risk management policy in Accordance with regulation 17 and 21 of SEBI (Listing
Obligations and Disclosure Requirement), 2015. The Risk Management Committee periodically
review and evaluate the risk management system of the Company so that the management
controls the risks through properly defined network.
The Company manages, monitors and reports on the principal risks and uncertainties that
can impact its ability to achieve its strategic objectives. The Company's management
systems, organizational structures, processes, standards, together form the Best
Management System (BMS) that governs how the Company conducts the business and manages
associated risks.
The Company has introduced several improvements such as Internal Controls Management
and processes to drive a common integrated view of risks, optimal risk mitigation
responses and efficient management of internal control and assurance activities. This
integration is enabled by Internal Audit methodologies and processes.
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2024-25, 14 (Fourteen) Board meetings were held, which are as
follows:
Sr. No. |
Date of Board Meetings |
1 |
April 16, 2024 |
2 |
May 07, 2024 |
3 |
May 29, 2024 |
4 |
June 21, 2024 |
5 |
August 08, 2024 |
6 |
August 12, 2024 |
7 |
August 26, 2024 |
8 |
August 28, 2024 |
9 |
September 25, 2024 |
10 |
November 02, 2024 |
11 |
November 13, 2024 |
12 |
December 02, 2024 |
13 |
December 17, 2024 |
14 |
February 13, 2025 |
For details thereof kindly refer to the section ‘Board Meeting and Procedures -
Details of Board Meetings held and attended by the directors during the financial year
2024-25 in the report of Corporate Governance forming part of this Annual Report.
SEPARATE MEETINGS OF INDEPENDENT DIRECTORS
In terms of requirements under Schedule IV of the Act and Regulation 25(3) of SEBI
Listing Regulations, a separate meeting of the Independent Directors was held on February
13, 2025.
The Independent Directors at the said meeting, inter-alia, reviewed the following:
• Performance of Non-Independent Directors and Board as a whole.
• Performance of the Chairman of the Company, taking into account the views of
Executive Director and Non Executive Directors.
• Assessed the quality, quantity and timeliness of flow of information between the
Company, Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
• Effectiveness of the Company's internal control systems and compliance
mechanisms, and suggested improvements wherever necessary.
STATEMENT ON ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS
The Board has laid down the manner and criteria of evaluation of the Board of its own,
Committees and Individual Directors in which annual evaluation of the Board, Committees of
the Board and Individual Directors would be evaluated. The said criteria are aligned with
the SEBI circular dated 5th January 2017 on ‘Guidance Note on Board Evaluation'. The
evaluation includes various criteria including performance, knowledge, roles and
responsibilities etc.
The Board of Directors has evaluated its Committees, Individual Directors (i.e.
Executive and Non-executive Director) and the Board itself. After evaluation, the Board
found their performances upto the mark and satisfactory. The Nomination and Remuneration
Committee has also evaluated the individual performance of each Director and found it
satisfactory.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with
respect to Directors' Responsibility Statement, the Directors confirm:
i) that in the preparation of the Annual Accounts for the year ended March 31, 2025,
the applicable Indian Accounting standards (Ind AS) have been followed and that there are
no material departures;
ii) that appropriate accounting policies have been selected and applied consistently
and judgments and estimates that are reasonable and prudent have been made so as to give a
true and fair view of the state of affairs as at March 31,2025 and of the profit of the
Company for the Financial year ended on March 31, 2025;
iii) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv) that the annual accounts for the year ended March 31,2025 have been prepared on a
going concern basis;
v) that they had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively; and
vi) that they had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
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.
PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs
Disclosure pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in the Corporate Governance Report.
A statement containing the details of the Remuneration of Directors and KMPs as
required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached
as part of this Report as Annexure-2.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule
12 of the Companies (Management and Administration) Rules, 2014, The Annual Return of your
Company is available on its corporate website at https://www.grmrice.com/annual-returns/.
AUDITORS AND AUDITORS' REPORT
i) STATUTORY AUDITORS
The members at their Annual General Meeting held on 26th September, 2023 have approved
the appointment of M/s. Mehra Goel & Co., Chartered Accountants (Firm Registration No.
000517N), as Statutory Auditors of the Company, for a term of five consecutive years i.e.
from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual
General Meeting of the Company at such remuneration as may be mutually agreed by the Board
of Directors and the auditors.
The Statutory Auditors - M/s Mehra Goel & Co., Chartered Accountants, have
submitted their Report on the Financial Statements of the Company for the FY 2024-25,
which forms part of the Annual Report 2024-25. The Notes on financial statement referred
to in the Auditors' Report are self-explanatory and do not call for any further comments
or explanations. The Auditors' Report does not contain any qualification, reservation or
adverse remark.
There have been no instances of fraud reported by the Statutory Auditors under Section
143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or
to the Central Government.
ii) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed M/s Devesh Arora & Associates, Company Secretaries, having their office
at, WZ 9B, 1st Floor, Meenakshi Garden, Opp Pecific Mall, New Delhi-110018 to undertake
the Secretarial Audit functions of the Company.
The Secretarial Audit Report for the Financial Year ended March 31, 2025 submitted by
M/s Devesh Arora & Associates, in the prescribed form MR- 3 is attached as ‘Annexure
3' which forms part of this Report.
The Secretarial Audit report does not contain any qualification, reservation or adverse
remark or disclaimer made by the company secretary in practice.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company has duly constituted the CSR Committee, which is responsible for fulfilling
the CSR objectives of the company. The Corporate Social Responsibility Committee (the
"CSR Committee") has formulated and recommended to the Board, a Corporate Social
Responsibility Policy (the "CSR Policy") indicating the activities to be
undertaken by the Company, which has been approved by the Board. The Company has been
actively participating in CSR activities and manages and supports various charitable and
philanthropic work in the vicinity where it operates. The CSR policy of the company on
corporate social responsibility initiatives is place on website of company at
https://www.grmrice.com/grm_file/24-07-25-11-07-15CSR%20Policy%20updated%2024.05.2023.pdf
The Annual Report on CSR activities is annexed herewith as Annexure 4 to this
report.
ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 the details of activities in the nature of Energy
Conservation, Research and Development, Technology Absorption and Foreign Exchange
Earnings and Outgo is attached as Annexure 5 and forms integral part of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined in the Internal Audit Manual. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee of the Board &
to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. Based on the report of internal
audit function, process owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and recommendations along
with corrective actions thereon are presented to the Audit Committee of the Board.
DISCLOSURE ON DEPOSITS UNDER CHAPTER V
The Company has neither accepted nor renewed any deposits during the Financial Year
2023-24 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not
having any unpaid or unclaimed deposits at the end of the Financial Year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Details related to Loans, Guarantee, and investments covered under the provisions
of Section 186 of the Companies Act, 2013 are provided in the notes to the financial
statements.
RELATED PARTY TRANSACTIONS:
During the year under review, the Board has adopted a policy to regulate the
transactions of the Company with its related parties. As per policy, all the related party
transactions required prior approval of Audit Committee and Board of Directors of the
Company. Prior approval of shareholders of the Company is also required for certain
related party transactions as prescribed under Companies Act, 2013 and listing
Regulations. The said policy is available at the company website i.e
https://www.grmrice.com/grm_file/12-11-24-06-07-
01RPT%20Policy%20amended%2006th%20Feb,%202024.pdf.
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with promoters, key
managerial personnel or other designated persons which may have potential conflict with
interest of the company at large. (AOC-2- Annexure 6)
CORPORATE GOVERNANCE
At GRM we hold ourselves to the high standards of corporate governance, recognizing its
pivotal role in fostering trust, integrity, and accountability within our organization.
Our philosophy revolves around ethical leadership, board independence, and transparent
communication.
The Corporate Governance report which form an integral part of this Report, are set out
as separate Annexures, together with the Certificate from the Practicing Company Secretary
regarding compliance with the requirements of Corporate Governance as stipulated in
Listing Obligation and Disclosure Requirements) 2015. (Annexure -7)
DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)
Pursuant to Regulation 22 of SEBI Listing Regulations, your Company has established a
mechanism called Vigil Mechanism (Whistle Blower Policy)' for directors and employees to
report to the appropriate authorities of unethical behaviour, actual or suspected, fraud
or violation of the Company's code of conduct or ethics policy and provides safeguards
against victimization of employees who avail the mechanism. The policy permits all the
directors and employees to report their concerns directly to the Chairman of the Audit
Committee of the Company.
The Vigil Mechanism (Whistle Blower Policy)' as approved by the Board, is uploaded on
the Company's website at
https://www.grmrice.com/grm_file/25-08-23-06-35-21Whistle%20Blower%20Policy.pdf.
MATERIAL ORDERS BY GOVERNING AUTHORITIES
There were no significant or material orders passed by any governing authority of the
Company including regulators, courts or tribunals, which could affect the going concern
status and the Company's operations in future.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is known as "Code of
Conduct for Board Member and Senior Management" which forms an Appendix to the Code.
The Code has been posted on the Company's website.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the workplace, in business practices and in
dealing with stakeholders. The Code gives guidance through examples on the expected
behaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. All Management Staff were given appropriate training in this regard.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the
Code.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Regulation 34 read with Para B of Schedule V of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
{‘SEBI (LODR) Regulations, 2015}, a detailed ‘Management Discussion and Analysis
Report' (MDA) is attached as a separate section forming part of the Annual Report. More
details on operations and a view on the outlook for the current year are also given in the
‘Management Discussion and Analysis Report'.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility Report of your Company for the Financial Year 2024-25 forms
part of this Annual Report as required under Regulation 34(2)(f) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015
HEALTH, SAFETY AND ENVIRONMENT PROTECTION
The Company has complied with all the applicable environmental laws and labour laws.
The Company has been complying with the relevant laws and has been taking all necessary
measures to protect the environment and maximize worker protection and safety.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Board of Directors of the Company has laid down a policy on prevention of sexual
harassment at the workplace. An Internal Complaint Committee has also been formed by the
Board of Directors to look into the complaints received, if any.
The Company recognizes the ‘corporate responsibility to respect human rights', a
complaint committee (CC) has been set up at all operations locations of the Company where
employees can register their complaint against sexual harassment. The Company is committed
to providing work environment that ensures every employee is treated with dignity and
respect and afforded equitable treatment. This is supported by the Prevention of Sexual
Harassment Policy which ensures a free and fair enquiry process with clear timelines for
resolution in line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints
received regarding sexual harassment at all locations and adopted a policy on prevention
of sexual harassment at workplace.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2024-25.
No of complaints received |
: Nil |
No of complaints disposed off |
: Nil |
SECRETARIAL STANDARDS
During the year under review, your Company had complied with applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI).
STATUTORY DISCLOSURES
Neither any application was made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 nor any settlement has been done with banks or financial
institutions, during the year under review.
ACKNOWLEDGEMENT
The Board of Directors of the Company acknowledges with gratitude the co-operation and
assistance provided to your Company by its bankers, financial institutions, government and
other agencies. Your Directors thank the customers, vendors and other business associates
for their continued support in the company's growth.
Your Directors also wish to place on record their appreciation to the contribution made
by the employees and workers of the Company, because of which, the Company has achieved
impressive growth through the competence, hard work, solidarity and co-operation at all
levels. The Board would like to place its sincere gratitude to its valued shareholders for
their continued support to the Company and its trust and confidence on the Board of
Directors.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|
Sd/- |
Sd/- |
Atul Garg |
Mamta Garg |
Managing Director |
Director |
DIN : 02380612 |
DIN : 05110727 |
Place : Panipat
Date: 27th August, 2025
Registered Office:
128, First Floor Shiva Market,
Pitampura, New Delhi-110034
T (+91) 011-47330330
E investor.relations@grmrice.com
CIN L74899DL1995PLC064007
W www.grmrice.com
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