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Directors Report of Grauer & Weil (India) Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting the 67th Annual Report on the business and operations of Grauer & Weil (India) Ltd. along with the audited financial statements for the financial year ended March 31, 2025.
The comparative standalone financial performance of the Company for the financial year 2024-25 with the previous financial year 2023-24 is summarized below:
|
(H in Lacs) |
||
|
Particulars |
FY 2024-25 |
FY 2023-24 |
|
Revenue from Operations |
1,12,756.46 |
1,05,432.47 |
|
Other Income |
4,604.04 |
3,069.23 |
|
Total Income |
1,17,360.50 |
1,08,501.70 |
|
Earnings Before Interest, Depreciation, Tax & Amortisation (EBIDTA) |
23,434.43 |
21,845.50 |
|
Profit Before Tax |
20,945.45 |
19,399.49 |
|
Profit After Tax |
15,700.73 |
14,404.56 |
|
Earnings Per Share (EPS) |
3.46 |
3.18 |
The Company reported a total income of H 1,17,360.50 Lacs for the financial year ended March 31, 2025, reflecting a growth of 8.2% over the previous year''s income of H 1,08,501.70 Lacs. This growth was primarily driven by a strong performance in the Surface Finishing division, which recorded a revenue increase of 12.5%. The Engineering and Mall Division registered a degrowth in revenues as compared to corresponding previous year by -24.8% and -6.8% respectively.
Operating profit (EBITDA before exceptional items) stood at H 23,434.43 Lacs, marking a 7.3% increase over the previous year. Net profit rose by 9.0% to H 15,700.73 Lacs, reflecting improved operational efficiencies and business performance.
Further details on the performance of each business segment and the outlook for the current year are provided in ''Annexure - Aâ - Management Discussion and Analysis, which forms an integral part of this Report.
The Company remains committed to maintaining the highest standards of corporate governance and ethical conduct across all its operations. It continues to adhere to the principles of transparency, accountability, integrity, and fairness in all business dealings and decision-making processes. The governance framework is guided by the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws.
A detailed report on Corporate Governance, including a certificate from the statutory auditors regarding
compliance with the conditions of corporate governance, forms part of this Annual Report as ''Annexure - B''
Dividend
Based on the Company''s financial performance, the Board of Directors recommends a final dividend of H 0.50 per equity share for the financial year ended March 31, 2025, subject to Shareholders'' approval and would be paid to those Members whose names appear in the Register of Members as on the Record Date mentioned in the Notice convening the AGM. The dividend, if approved by the Members will involve a cash outflow of H 2267.06 Lacs. The dividend payment will be subject to applicable income tax deductions.
The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. In terms of the provision of Regulation 43A of the SEBI Listing Regulations, 2015, the Company has in place a Dividend Distribution Policy which is accessible at the Company''s website at : https://growel.com/subpage/Policy
Transfer to Reserve
The Company has transferred a sum of H 13,000 Lacs (Previous year: H 12,500 Lacs) to the General Reserve for the financial year 2024-25.
Share Capital and Bonus Shares
The authorised share capital of the Company is H 50,00,00,000/- divided into 50,00,00,000 Equity Shares of H 1/- each.
The Shareholders of the Company on March 30, 2024 through Postal Ballot Process, approved the issue of
22,67,05,750 Bonus Shares to the existing Shareholders in ratio of 1:1. During the financial year, the Board by passing Resolution in its meeting held on April 15, 2024, approved the allotment of 22,67,05,750 Equity Shares of H 1/- each as fully paid Bonus Shares. Thus issued, subscribed and paid-up equity share capital of the Company has increased from H 22,67,05,750/-divided into 22,67,05,750 Equity Shares of H 1/- each to H 45,34,11,500/- divided into 45,34,11,500 Equity Shares of H 1/- each.
There was no public issue, rights issue or preferential issue etc. during the year. During the year under review, the Company has not issued any Sweat Equity Shares or shares with differential rights as to dividend, voting or otherwise.
Significant changes in key financial rations & return on net-worth
In accordance with SEBI Listing Regulations, significant changes (change of 25% or more as compared to the immediately previous financial year) in key financial ratios, are provided in the Management Discussion and Analysis Report.
Internal Control systems and their adequacy
The Company has established an internal control framework aligned with the size and nature of its operations. The internal audit is conducted regularly and reviewed by the Audit Committee.
Corporate Social Responsibility (CSR)
In line with its commitment to inclusive and sustainable development, the Company undertook various CSR initiatives during the financial year 2024-25 in the areas of education, research & development, healthcare, sanitation, hunger and poverty eradication, environmental sustainability, and community development.
During the year, the Company spent H 311.06 Lacs on its CSR activities. The disclosures as required under Section 135 of the Companies Act, 2013, read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), are provided in ''Annexure - C'', which forms part of this Board''s Report.
Details regarding the constitution and terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report. The CSR Policy of the Company is available on its website at: https://growel.com/subpage/Policy.
We understand that risks are potential events or situations that could harm Company''s operations, business, finances, reputation, profitability or
stakeholders. Risk Management is an important aspect which is given utmost importance at all levels as we continuously monitor, identify, analyse, evaluate, reduce and report business-related risks in order to ensure the long-term sustainability and continuation of the business. This helps us foresee challenges and create effective strategies for risk control. Our proactive approach not only reduces potential negative impacts but also allows us to seize opportunities from understanding risks better.
Pursuant to the requirements of Regulation 21 and Part D of Schedule II of the SEBI Listing Regulations, the Board of Directors of the Company has formed a Risk Management Committee. The Risk Management Committee reviews key risks along with the risk response plans, oversees the establishment and implementation of an adequate system of risk management, advises the Board on the effectiveness on the risk management systems & appropriate methodology, processes and systems are in place to monitor and evaluate risks and oversee implementation of the policy.
Vigil mechanism / Whistle Blower Policy
Pursuant to provisions of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, Company has a well-established whistle blower policy as part of vigil mechanism for observing the conduct of Directors and employees and report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of conduct to the Management of the Company or Audit Committee in case where the concern involves the Senior Management.
This mechanism also provides for adequate safeguards against victimization of Director(s)/ employee(s) who avail of the mechanism. The details of the Whistle Blower policy is available on the website of the Company at https://growel.com/subpage/Policy and the Committee which oversees the compliance are explained in detail in the Corporate Governance Report.
There were no complaints received during the financial year 2024-25.
Annual Return
In accordance with the Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at : www.growel.com.
Loans, guarantees and investments
The particulars of loans given, investments made, securities provided and guarantees given as required under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 34(3) read with
Schedule V of the SEBI Listing Regulations forms part of the financial statements.
The Company has formulated a policy on related party transactions which is also available on the website of the Company at https://growel.com/subpage/ Policy. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and / or entered in the ordinary course of business and are at an arm''s length basis.
All related party transactions entered during the financial year were in the ordinary course of the business and at an arm''s length basis. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2024-25.
Disclosures of transactions with related parties are set out in Notes to Accounts forming part of the standalone financial statements. There are no materially significant related party transactions that may have conflict with the interest of the Company.
Significant and Material Orders passed by the Regulators or Courts
Pursuant to an order dated March 5, 2025 issued by the Maharashtra Pollution Control Board (MPCB) under the provisions of the Water (Prevention & Control of Pollution) Act, 1974 and the Air (Prevention & Control of Pollution) Act, 1981, the operations of Growel''s 101 Mall were directed to be closed. This order was upheld by the Hon''ble Bombay High Court on March 19, 2025, following which mall operations were suspended. The Company has since filed a Special Leave Petition before the Hon''ble Supreme Court challenging the closure order, which is currently pending adjudication.
Material changes and commitments from the end of Financial Year
Despite the temporary suspension of mall operations, the Company''s other business segments continue to function without disruption.
As the legal proceedings are ongoing and the matter remains sub judice, no provision has been made in books of accounts relating to aforesaid matter and other consequential claims.
Further During the year under review, there was no proceeding initiated / pending against the Company under the Insolvency and Bankruptcy Code, 2016.
Board of Directors and Key Managerial Personnel
a. Director retiring by rotation :
In accordance with the Articles of Association of the Company and the provisions of Section 152 of the Companies Act, 2013 Mr. Rohit Kumar More (DIN : 00139797) - Whole-time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has recommended his re-appointment. Resolution seeking his reappointment along-with his profile forms part of the Notice of Annual General Meeting.
b. Appointment / Re-appointment / Cessation : Appointment
The Board of Directors, upon recommendation of the Nomination and Remuneration Committee and by passing Resolution through circulation, appointed Mr. Ashok Kumar Kanodia (DIN : 00002563) and Mr. Anil Mahabirprasad Gadodia (DIN : 00053783) as an Additional Directors Independent Directors) of the Company from July 27, 2024 upto the date of ensuing Annual General Meeting. Further, Members of the Company, by passing Resolution in the Annual General Meeting held on September 25, 2024, approved their appointment as an Independent Directors on the Board of the Company for a term of five consecutive years commencing from July 27, 2024 till July 26, 2029.
Cessation
During the financial year, Mr. Suresh Pareek (DIN : 00757066) and Mr. Tarun Kumar Govil (DIN : 06924673), Non-executive Independent Directors of the Company have completed their second term as an Independent Directors of the Company and consequently, pursuant to the provisions of Sec. 149(11) of the Companies Act, 2013, they ceased to be Independent Directors of the Company with effect from end of day July 30, 2024.
The Board of Directors and the Management of the Company place on record their sincere appreciation for the contributions made by Mr. Suresh Pareek and Mr. Tarun Kumar Govil during their association with the Company over the years.
Re-appointment
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 26, 2025, appointed Dr. Prerna Sonthalia Goradia as an Additional Director of the Company
with effect from July 29, 2025, upto the date of this Annual General Meeting.
Further, subject to approval of Shareholders at the ensuing AGM, it is proposed appoint her as an Independent Director for another term of five consecutive years commencing from July 29, 2025 and ending on July 28, 2030 (both days inclusive), not liable to retire by rotation.
c. Independent Directors
The Company has received necessary declarations of independence from all the Independent Directors as prescribed under Section 149(7) of the Act and Regulations 16 and 25 of the SEBI Listing Regulations confirming that he/she is not disqualified from appointing / continuing as Independent Director. The Independent Directors of the Company have also registered themselves in the databank with the Indian Institute of Corporate Affairs and confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.
The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The Directors have further confirmed that they are not debarred from holding the office of Director under any SEBI order or under the order of any such authority.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.
d. Familiarisation programme for the Directors
All Directors are aware and are also updated, as and when required, of their responsibilities, roles and liabilities.
The Company conducts familiarization programs for Independent Directors to enable them to understand their roles, rights, duties and responsibilities. Each newly appointed Independent Director is taken through a formal induction program regarding the Company, industry, strategy, policies and Code of Conduct, regulatory matters, business, financial matters, human resource matters and corporate social responsibility initiatives of the Company. This also includes the presentation from the Managing Director on the Company''s manufacturing, marketing, finance and other important functions.
Presentations are also made at the Board and Committee Meetings which facilitate them to clearly understand the business of the Company and the environment in which the Company
operates. Operational updates are provided for them to have a good understanding of Company''s operations, businesses and the industry as a whole. They are periodically updated on material changes in regulatory framework and its impact on the Company. The Company''s Policy of conducting familiarisation program has been disclosed at the website of the Company at www.growel.com.
e. Performance evaluation
The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established processes for performance evaluation of Directors, the Board and Committees of the Board.
Pursuant to the provisions of the Act, and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the Directors individually. A structured evaluation was carried out based on various parameters such as skills and experience to perform the role, level of participation, contribution to strategy, degree of oversight, professional conduct and independence.
The performance of the Whole-time Directors, KMPs and Senior Management Personnel is evaluated at regular intervals (yearly) by the Managing Director / Whole-time Directors as applicable. The details of evaluation process of the Board, its Committees and Individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.
f. Meeting of Board and Committees
During FY 2024-25, Five meetings of the Board of Directors were held on April 15, 2024; May 28, 2024; August 12, 2024; October 24, 2024 and February 6, 2025. The maximum time-gap between any two consecutive meetings did not exceed one hundred and twenty days.
In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on February 6, 2025.
A detailed note on the composition of the Board including the terms of reference are given in the Corporate Governance Report forming part of the Annual Report.
g. Board Committees
As required under the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders
Relationship Committee (d) Corporate Social Responsibility Committee and (e) Risk Management Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are provided in the Corporate Governance Report.
h. Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, the Key Managerial Personnel of the Company as of the date of this Report are :
Mr. Nirajkumar More (DIN : 00113191) -
Managing Director
Mr. Yogesh Samat (DIN : 00717877) -Director (Operations)
Mr. Rohit More (DIN : 00139797) -
Whole-time Director
Mr. Gurinder Singh Gulati - Chief Financial Officer Mr. Chintan K. Gandhi - Company Secretary
Policy on Sexual Harassment of women at workplace
The Company has in place a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. The Policy is aimed at providing every woman at the workplace a safe, secure and dignified work environment.
An âInternal Committee'''' (IC) has also been set up to redress such complaints, if any. The IC has been constituted as per the Act, to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the financial year 2024-25, the Company has not received any complaints. Further no complaints were pending at the beginning of the financial year.
Business Responsibility & Sustainability Report
As per Regulation 34 of the SEBI Listing Regulations, a separate section on Business Responsibility and Sustainability Reporting forms a part of this Annual Report as Annexure - D''
Directorsâ Responsibility Statement
Pursuant to the provisions under Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting
standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the financial year April 1, 2024 to March 31, 2025;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a ''going concern'' basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Subsidiary & Associate Companies
In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary and associate companies in the Form AOC - 1 is provided as part of the consolidated financial statements.
The Audited Financial Statements of the Subsidiary and associate Companies have not been included in the Annual Report. The financial statements of the same will be made available, upon request, to the Members seeking such information at any point of time. These financial statements will also be available on the Website of the Company at www.growel.com.
As on date, Company has 1 (One) Indian subsidiary viz. Kamtress Automation Systems Private Limited and 3 (Three) overseas subsidiaries viz. Grauer & Weil (Shanghai) Limited in China, Growel Chemicals Co. Limited in Thailand and Grauer and Weil Middle East FZE in United Arab Emirates. Company also have 2 (Two) Associate Companies viz. Grauer & Weil Engineering Private Limited and Growel Sidasa Industries Private Limited, who has applied to the Registrar of Companies for their names to be struck off.
Incorporation of Wholly Owned Subsidiary
The Company has incorporated a wholly owned subsidiary in Umm Al Quwain, United Arab Emirates
under the name of ''Grauer and Weil Middle East FZE'' on October 16, 2024.
The Company has formulated a policy on the identification of material subsidiaries in line with Regulation 16(c) of the SEBI Listing Regulations, 2015, as amended and the same is placed on the website of the Company at https://growel.com/subpage/Policy. As of March 31, 2025, Company does not have any material subsidiary Company.
Standalone and Consolidated Financial Statements
The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2025, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind - AS) notified under Section 133 of the Act, read with relevant Rules and other accounting principles.
The Consolidated Financial Statement has been prepared based on the financial statements received from Subsidiaries and Associate Company. The consolidated financial statements of the Company prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, duly audited by Statutory Auditors, also forms part of this Annual Report.
a. Statutory Auditors
Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the Members at their 64th AGM held on September 22, 2022, had appointed M. M. Nissim & Co. LLP, Chartered Accountants as a Statutory Auditors of the Company for a term of 5 (five) years, i.e., from the conclusion of 64th Annual General Meeting (AGM) till the conclusion of 69th AGM of the Company. They hold a valid certificate issued by the Peer Review Board of the ICAI.
The Auditors'' Report to the Members for the year under review is unmodified. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3) (f) of the Act.
b. Cost Auditors
As per the provisions of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice.
Pursuant to the provisions of Sections 139, 141 and 148 of the Act read with rules made thereunder, the Board, upon the recommendation of the Audit Committee, had approved the appointment of V. J. Talati & Co., Cost Accountants as the Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ended March 31, 2025. V J. Talati & Co. had under Section 139(1) of the Act and the Rules made thereunder, furnished a certificate of their eligibility and consent for appointment.
The Board, on the recommendations of the Audit Committee, have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by Members at the ensuing AGM. The resolution in this regard is being placed for approval of the Members in the notice of the ensuing AGM.
c. Secretarial Auditors
The Board at its meeting held on May 28, 2024, appointed GMJ & Associates, Firm of Practicing Company Secretaries as Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report in Form MR - 3 is annexed herewith as ''Annexure - E'' to this Annual Report. The SecretarialAudit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Pursuant to the provision of Regulation 24A of the SEBI Listing Regulations and in accordance with Section 204 of the Act, Company is required to appoint Secretarial Auditor, with the approval of the Members at its AGM.
In light of the aforesaid, the Board of the Company has recommended the appointment of GMJ & Associates, Firm of Practicing Company Secretaries, Mumbai as the Secretarial Auditor of the Company for a period of 5 (Five) consecutive financial years, i.e.; from FY 2025-26 up to FY 2029-30, subject to approval of the Members at the ensuing AGM of the Company, to undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period.
GMJ & Associates have confirmed that their appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India (âICSIâ) and hold valid certificate issued by the Peer Review Board of ICSI.
Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Sections 124 and 125 of the Act read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, dividend / interest / refund of applications which remains unclaimed / unpaid for a period of 7 years is required to be transferred to IEPF. Accordingly, during the year under review, the Company has transferred to IEPF a sum of H 13,90,706/- (Rupees Thirteen Lacs Ninety Thousands Seven Hundred and Six only) being the amount towards unpaid / unclaimed dividend on the Equity Shares of the Company. The unclaimed / unpaid dividend amount transferred is out of the dividend declared in year 2017.
Further, the IEPF Rules mandate the companies to transfer all shares on which dividend remains unclaimed / unpaid for a period of 7 consecutive years to the demat account of the IEPF Authority. Accordingly, 1,74,950 shares in respect of which the dividend was unpaid / unclaimed for a period of 7 consecutive years was also transferred to IEPF.
Ensuring the health, safety, and well-being of employees is a fundamental priority of the Company. Your Company recognises that a sustainable and secure workplace is crucial to enhancing both productivity and employee satisfaction. These initiatives reflect a profound commitment to creating a workplace culture that prioritises the physical and mental health of its employees.
All offices, plants and branches are equipped with fire extinguishers and firefighting equipment, which are regularly monitored and refilled. Fire safety guidelines are consistently communicated to all employees. Regular fire drills are conducted as per defined frequencies to ensure preparedness and swift response in the event of an emergency. During the financial year 2024-25, there were no reported major fire incidents across our organisation.
Regular safety walks and meetings are conducted and a robust review mechanism ensures timely closure of open points. Almost all manufacturing sites are well established with occupational health centre and accommodated with trained doctor and nurses. Periodic internal and external audits verify compliances and there were no fatalities for financial year 2024-25.
a. During the financial year, the Company has not invited, accepted, or renewed any public deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014. As such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
b. The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.
c. The Information as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in ''Annexure - F'' to this report.
d. Disclosure pertaining to the 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) is enclosed as ''Annexure - G'' to this report. The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the aforementioned Rules will be made available on request sent to the dedicated email address of the Company at secretarial@growel.com.
e. The Equity Shares of the Company are at presently listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. The Company is regular in payment of listing fees.
f. Subject to the applicable provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission in respect of Members whose email IDs are registered in their demat account or are otherwise provided by the Members.
g. A letter providing the web-link, including the exact path, where the complete details of the Annual Report are available, is being sent to those Members who have not registered their e-mail address with the Company, RTA or Depository Participant(s).
We take this opportunity to thank the employees for their dedicated service and contribution to the Company. We also thank our banks, business associates, Members and other stakeholders for their continued support to the Company.
Mar 31, 2024
The Directors have pleasure in presenting the 66th Annual Report of Grauer & Weil (India) Ltd. for the financial year ended March 31, 2024.
Financial Performance (Standalone)
The comparative financial performance of the Company for the financial year 2023-24 with the previous financial year 2022-23 is summarized below:
|
Particulars |
2023-24 (J in Lacs) |
2022-23 J in Lacs) |
|
Gross Total Revenue |
1,16,919.97 |
1,09,585.20 |
|
Net Revenue (Total Income) |
1,08,501.70 |
99,511.90 |
|
Earnings Before Interest, Depreciation, Tax & Amortization (EBIDTA) before Exceptional Items |
21,849.50 |
17305.22 |
|
Exceptional Items |
- |
(72.28) |
|
Earnings Before Interest, Depreciation, Tax & Amortization (EBIDTA) after Exceptional Items |
21,849.50 |
17,232.94 |
|
Profit Before Tax |
19,399.49 |
15,088.55 |
|
Provision for Tax (Current & Deferred Tax) |
4,994.93 |
3,899.67 |
|
Net Profit After Tax |
14,404.56 |
11,188.88 |
Operations
The total revenue of the Company at H 1,08,501.70 Lacs for the year ended March 31, 2024 is higher than corresponding previous year at H 99,511.90, a growth of 9.0%.
The growth in total revenue was primarily led by significant growth of total revenues of Engineering division 41.8% whilst Surface finishing revenues grew by 4.3%. The Business conducting revenues of Mall division were almost flat when compared to previous year. Detailed information can be found in Annexure ''A'' - Management Discussion and Analysis, which is an integral part of this report.
The Operating profit (EBIDTA before exceptional items) increased by 26.26% to H 21,849.50 Lacs, while the net profit grew by 28.74% to H 14,404.56 Lacs compared to the previous year. Further details on each business division''s performance and outlook for the current year are provided in the Management Discussion and Analysis report.
Management Discussion and Analysis and Corporate Governance Report
A detailed review of operations, performance and outlook of the Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this Report as ''Annexure A''. The Audit Committee has reviewed the Management Discussion and Analysis report for the year ended March 31, 2024.
Pursuant to requirements of Regulation 34 of the SEBI Listing Regulations read with Schedule V, a detailed report on Corporate Governance along with the Auditor''s Certificate confirming thereon forms part of this Report as ''Annexure B''.
Dividend
The Board recommends a final dividend of H 0.50 per Equity Share (50% of face value) for the financial year ended March 31, 2024, subject to approval of Members at 66th Annual General Meeting (''AGM''). The dividend payment will be subject to applicable income tax deductions. Upon approval, the dividend will be paid to Members listed in the Register of Members as of the Book Closure Date / Record Date. The total dividend payout will be approximately H 2,267.06 Lacs, representing a 15.74% percentage of the standalone net profit after tax of the Company.
Pursuant to the requirements of Regulation 43A of SEBI Listing Regulations, the Dividend Distribution Policy of the Company is available at Company''s website at https://arowel.com/subpaae/ Policy.
Transfer to Reserve
The Board of Directors recommends transferring a sum of H12,500 Lacs Lacs (Previous year: H10,000 Lacs) to the General Reserve for the financial year 2023-24.
Share Capital and Bonus Shares
The authorized share capital of the Company remains unchanged at H5,000.00 Lacs, divided into 50,00,00,000 Equity Shares of Re. 1/- each.
The Board of Directors of the Company have approved the issue of 22,67,05,750 Bonus Shares to its existing Shareholders in ratio of 1:1 i.e. 1 (One) new Bonus Share of face value of H1/-each on existing 1 (One) Equity Shares of face value of H 1/- each in its meeting held on February 26, 2024 and the same was
approved by the Shareholders of the Company on March 30, 2024 through Postal Ballot Process.
No sweat Equity Shares or shares with differential rights were issued during the year. No Directors hold any convertible instruments as of March 31, 2024.
Significant changes in key financial rations & return on net-worth
Key Financial Ratios in which there are significant changes i.e. change of 25% or more as compared to the immediately previous financial year, are provided in the Management Discussion and Analysis Report.
Internal Control systems and their adequacy
The Company has put in place an effective internal control system, that commensurate with its size and complexity, which undergoes a continuous review. These internal control systems provide, among other things, a reasonable assurance that transactions are executed with management authorization and are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safe guarded against significant misuse or loss. The internal control system is supplemented through an extensive internal audit programme and periodic review by management and Audit Committee.
Being an ISO 9001 and ISO 14001 certified Company, Standard operating procedures have been laid down for all business units to guide the operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms and review processes ensure that such systems are reinforced on an ongoing basis and updated with new / revised standard operating procedures in order to align the same with the changing business environment. Additionally, corrective measures are taken to enhance efficiency levels, if and when required.
The Company is also upgrading its'' SAP-ECC system to SAP HANA which will offer inexhaustible possibilities to define queries for detection of exceptions and / or detection of deviating transactions, real-time analytics on transactional data, unmatched flexibility when changing reporting structures and even instantaneous simulation of business scenarios.
During the year, internal control system with reference to financial statements such controls were tested and no reportable material weaknesses in the design or operation were observed. The current system of internal financial controls is aligned with the statutory requirements. The Board of Directors are of the opinion that the Company has an adequate Internal Financial Controls system that is operating effectively as of March 31, 2024.
There were no instances of fraud which necessitated reporting of material misstatements to the Company''s operations. There has been no communication from regulatory agencies
concerning non-compliance with or deficiencies in financial reporting practices.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the financial year ended March 31, 2024, the Company completed all its obligations towards CSR in compliance with requirement of Section 135 of the Companies Act, 2013. Further, during the year under review, Company has entirely spent the amount remaining in the Unspent CSR Account.
The CSR initiatives of the Company were under thrust areas of education, health, hygiene, sanitation and environment. The details of the initiatives taken by the Company pursuant to the provisions of Section 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, regarding Corporate Social Responsibility are given in ''Annexure C'', which forms part of this report.
There was no change in Corporate Social Responsibility Committee constituted in line with the requirements of Section 135 of the Companies Act, 2013. The details of Committee and its terms of reference are provided in corporate governance report. The CSR Policy of the Company is available on its website at https://growel.com/ subpage/Policy.
Risk Management
Pursuant to the requirements of Regulation 21 and Part D of Schedule II of the SEBI Listing Regulations, The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.
The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Your Company''s policy on Risk Management, the details of which are given in the Corporate Governance Report, is designed to minimise and mitigate the adverse consequence of risks on business objectives of the Company.
The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
Vigil mechanism / Whistle Blower Policy
The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, which lays down the process to convey genuine concerns and seek resolution towards the same without fear of retaliation.
The Company has a whistle blower mechanism wherein the employees can approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct and
Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Fair Disclosure. The Whistle Blower Policy requires every employee to promptly report to the Management any actual or possible violation of these Codes or an event an employee becomes aware of, that could affect the business or reputation of the Company.
The Audit Committee oversees the genuine concerns and grievances reported in conformity with this Policy. It is affirmed that no personnel of the Company have been denied access to the Audit Committee and no case was reported under the Policy during the year. The Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at https://growel. com/subpage/Policy. Brief details about the policy are provided in the Corporate Governance Report attached as ''Annexure B'' to this report.
Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on March 31, 2024 is hosted on the Company''s website i.e. www.growel.com.
Loans, guarantees and investments
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V to the SEBI Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided in the notes to the financial statements.
Related party transactions
All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arm''s length basis. No material contracts or arrangements with related parties were entered into during the year under review. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholders'' approval under the SEBI Listing Regulations. Accordingly, disclosure of Related Party Transaction as required under Section 134(3)(h) of the Companies Act 2013 in form AOC-2 is not applicable.
The Related Party Transactions which are in ordinary course of business and on arm''s length basis, of repetitive in nature and proposed to be entered during the financial year are placed before the Audit Committee for prior Omnibus approval. All Related Party Transactions are placed before the Audit Committee for review and approval. Your Company did not enter into any related party transactions during the year which could be prejudicial to the interest of the minority Shareholders. No loans / investments to / in the related party have been written off or classified as doubtful during the year under review.
For disclosures of related party relationship and transactions as per Ind AS - 24 : Related Party Disclosure, Note No. 34(J) to the annual audited financial statements of the Company for the financial year ended March 31, 2024 may be referred to. In conformity with the requirements of the Act, read with the SEBI Listing Regulations, the policy to deal with related party transactions is available on Company''s website at https:// arowel.com/subpage/Policv.
Material change
The Board of Directors of the Company by passing Resolution in their Board Meeting held on April 15, 2024, approved the allotment of 22,67,05,750 (Twenty Two Crore Sixty Seven Lacs Five Thousand Seven Hundred and Fifty) Equity Shares of H 1/- (One) each as fully paid up Bonus Shares, in ratio 1:1. As a result, the issued, subscribed and paid-up share capital of the Company increased from H 22,67,05,750 (Twenty Two Crore Sixty Seven Lacs Five Thousand Seven Hundred and Fifty Only) divided into 22,67,05,750 (Twenty Two Crore Sixty Seven Lacs Five Thousand Seven Hundred and Fifty) Equity Shares of H1/- (One) each to H 45,34,11,500/- (Rupees Forty Five Crores Thirty Four Lacs Eleven Thousand Five Hundred Only) divided into 45,34,11,500 (Forty Five Crores Thirty Four Lacs Eleven Thousand Five Hundred) Equity Shares of H1/- (One) each.
There is no material changes and commitments other than this, occurred between the end of the financial year of your Company and date of this report, which could have affect your Company''s financial position.
Significant and Material Orders passed by the Regulators or Courts
There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations. All orders received by the Company during the year are of routine in nature, which has no significant / material impact.
Further During the year under review, there was no proceeding initiated / pending against the Company under the Insolvency and Bankruptcy Code, 2016.
Board of Directors and Key Managerial Personnel
a. Retirement by rotation - Mr. Umeshkumar More
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Umeshkumar More (DIN : 001 12662), Executive Chairman and Wholetime Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. On the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors recommends his re-appointment as Director, liable to retire by rotation. The said re-appointment is subject to the approval of Members at the ensuing AGM.
b. Independent Directors
In the opinion of the Board, all Directors including the Directors appointed / re-appointed during the year possess requisite qualifications, experience and expertise and hold high standards of integrity. All the Independent Directors have passed or are exempted from passing the proficiency test. The list of key skills, expertise and core competencies of the Board is provided in the Report on Corporate
Governance. Criteria for determining qualification, positive attributes and independence of a Director is given in the NRC Policy.
All Independent Directors have submitted requisite declarations confirming that they
(i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent; and
(ii) continue to comply with the Code of Conduct laid down under Schedule IV of the Act.
The Directors have further confirmed that they are not debarred from holding the office of Director under any SEBI order or under the order of any such authority.
c. Familiarisation programme for the Directors
The Members of the Board of the Company have been provided opportunities to familiarize themselves with the Company, its Management, and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.
All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.
Executive Directors and Senior Management provide an overview of the operations and familiarize the new Independent Directors on matters related to the Company''s value and commitments. They are also introduced to the organizational structure, constitution of various Committees, Board procedures, Risk Management strategies, etc. Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Senior management personnel of the Company makes presentations to the Board Members periodically, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc. and seek their opinions and suggestions on the same.
The Statutory Auditors and Internal Auditors of the Company make presentations to the Board of Directors with regard to regulatory changes from time to time.
To enhance their understanding of the business, they are invites to various conferences, exhibitions, meets of the Company. The details of program for familiarisation of the Independent Directors with the Company are available on the Company''s website at www.growel.com.
d. Performance evaluation
A detailed disclosure on the performance evaluation criteria and the process of board evaluation as well as the outcome has been provided in the Report on Corporate Governance.
e. Meeting of Board and Committees
The Board of Directors of the Company met Five times during the financial year ended March 31, 2024, on May 27, 2023, August 10, 2023, November 09, 2023, February 09, 2024 and February 26, 2024. The Independent Directors met on February 09, 2024, during the financial year under review. Details of attendance of meetings of the Board and its Committees are included in the report on Corporate Governance, which forms part of this Annual Report.
f. Board Committees
As required under the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders Relationship Committee (d) Corporate Social Responsibility Committee and (e) Risk Management Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are provided in the Corporate Governance Report.
g. Key Managerial Personnel
The following have been designated as the Key Managerial Personnel of the Company in accordance with Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
Mr. Nirajkumar More - Managing Director (DIN : 00113191)
Mr. Yogesh Samat - Director (Operations) (DIN : 00717877)
Mr. Rohit More - Whole-time Director (DIN : 00139797)
Mr. Gurinder Singh Gulati - Chief Financial Officer (FCA No. : 90728)
Mr. Chintan K. Gandhi - Company Secretary (ACS No. : 21369)
Policy on Sexual Harassment of women at workplace
The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. Your Company has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. It provides a safe heaven to all women, including its regular, outsourced employees and visitors.
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to FY 2023-24 is as under:
a. Number of complaints pending at the beginning of the financial year - Nil
b. Number of complaints filed during the financial year - Nil
c. Number of complaints disposed of during the financial year - Nil
d. Number of complaints pending as on end of the financial year - Nil
Business Responsibility & Sustainability Report
As per SEBI Listing Regulations, your Company, being in the list of Top 1000 listed companies based on Market Capitalisation, is required to submit a Business Responsibility and Sustainability Report in place of Business Responsibility Report. Company has adopted Business Responsibility & Sustainability Report (BRSR) describing the initiatives taken by the Company from an Environmental, Social and Governance perspective and the same forms part of the Annual Report as ''Annexure D''.
Directors'' Responsibility Statement
Your Directors confirm that they have:
i) followed applicable accounting standards, along with proper explanation relating to material departures in the preparation of the annual accounts for the financial year ended March 31, 2024;
ii) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;
iii) taken proper and sufficient care 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) prepared the annual accounts for the financial year ended March 31, 2024 on a going concern basis;
v) devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively; and
vi) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
Subsidiary & Associate Companies
As on date, Company has 1 (One) Indian subsidiary viz. Kamtress Automation Systems Private Limited and 2 (Two) overseas subsidiaries viz. Grauer & Weil (Shanghai) Limited in China and Growel Chemicals Co. Limited in Thailand and 2 (Two) Associate Companies viz. Grauer & Weil Engineering Private Limited and Growel Sidasa Industries Private Limited. During the year under
review, Shareholders of Grauer & Weil Engineering Private Limited and Growel Sidasa Industries Private Limited passed resolution for striking off name of the Companies from Registrar of Companies (ROC) and the application for striking off the name of the Company were made to ROC.
As per the first proviso of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of your Company''s Subsidiaries and Associate Companies in the prescribed format AOC - I, including the individual contribution of these companies towards the overall performance of Company during the period is given under consolidated financial statements forming part of this Annual Report. The copies of Audited / unaudited financial statements of the Subsidiaries will be made available upon request by any Member of the Company and also shall be available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Further, the accounts of the Subsidiaries shall also be uploaded on the Company''s website at www.growel.com.
The Company does not have any material subsidiary. The policy for determining material subsidiaries is disclosed on the Company''s website and the weblink for the same is at https://arowel.com/subpaae/Policv. During the year, the Board of Directors reviewed the affairs of subsidiaries. All the contracts / arrangements / transactions with related parties were on arm''s length basis and in the ordinary course of business.
Consolidated Financial Statements
The consolidated financial statements of your Company for the financial year 2023-24 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the rules issued thereunder, the provisions of SEBI Listing Regulations and Indian Accounting Standard (Ind AS) - 110 on consolidated financial statements read with Indian Accounting Standard (Ind AS) - 28 on Investments in Associates and Joint Ventures. The audited consolidated financial statements are provided in the Annual Report along with the names of the companies which have become or ceased to become subsidiaries.
Auditors and Audit Reports
a. Statutory Auditors
In 64th Annual General Meeting of the Company held on September 22, 2022, M/s M. M. Nissim & Co. LLP has appointed as a Statutory Auditors of the Company to hold office for a period of 5 Years i.e. from the conclusion of 64th Annual General Meeting (AGM) till the conclusion of 69th AGM of the Company. They hold a valid certificate issued by the Peer Review Board of the ICAI.
The Notes to financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.
b. Cost Auditors
Your Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are being made and maintained by the Company as per said requirements and audited by M/s V. J. Talati & Co., Cost Accountants.
In respect of FY 2024-25, the Board, based on the recommendation of the Audit Committee, has approved the appointment of M/s V. J. Talati & Co., Cost Accountants, as the Cost Auditors of the Company. A resolution for ratification of the remuneration to be paid for such appointment will be included in the notice of the ensuing Annual General Meeting.
c. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s GMJ & Associates, Firm of Practicing Company Secretaries, Mumbai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 in Form No. MR - 3 is attached as ''Annexure E'' to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from M/s GMJ & Associates and the same is submitted to the stock exchange and it does not have any adverse remark.
The Board, on the recommendation of Audit Committee, has re-appointed M/s GMJ & Associates, as Secretarial Auditor of the Company for the financial year 2024-25.
Investor Education and Protection Fund (IEPF)
Pursuant to Section 124 of the Companies Act, 2013 read with provisions of Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules 2016, all shares in respect of which dividend has not been paid or claimed by the Shareholders for seven consecutive years or more were already transferred by the Company in favour of Investor Education and Protection Fund. The unclaimed dividend for the financial year 2015-16 have also been transferred to the Investor Education and Protection Fund established by the Central Government.
Health and Safety
Your Company considers employee health and safety to be of prime importance and encourages employees to maintain a high quality of life. Your Company had adopted a strong-willed
and proactive approach to avoid hazards and to safeguard its employees. A holistic approach is taken at work place for all health-related issues to achieve the aim of reducing events to a bare minimum. Your Company focuses on pre-emptive steps to enhance working conditions and encourage their personnel to lead healthier lifestyles. Our focus on health and safety helped avoid any fatalities during FY 2023-24. Your Company is environmentally conscious and believes in protecting the environment and building a sustainable society. It is committed to promoting healthier lives, contributing to the communities where it operates. It accords highest priority to the health and safety of its employees, customers and other stakeholders as well as to the protection of the environment.
Significant Beneficial Owner
Attention of the Members is invited to the Companies (Significant Beneficial Ownership) Amendment Rules, 2019 issued by the Ministry of Corporate Affairs, whereby a person is considered as a ''Significant Beneficial Owner (SBO)'', if he / she, whether acting alone, together or through one or more individuals or trust holds a beneficial interest of at least 10%. The beneficial interest could be in the form of a Company''s shares or the right to exercise significant influence or control over the Company. A Shareholder holding shares in the Company on behalf of others or fulfilling the criteria as mentioned in the Companies (Significant Beneficial Ownership) Amendment Rules, 2019, is required to give a declaration specifying the nature of his / her interest and other essential particulars in the prescribed manner and within the permitted time frame.
Other disclosures
a. During the financial year, the Company has not invited, accepted, or renewed any public deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
b. The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.
c. The Information as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in ''Annexure F'' to this report.
d. Disclosure pertaining to the 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) the rules framed thereunder is enclosed as ''Annexure G'' to this report. The statement containing the names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the aforementioned Rules will be made available on request sent to the dedicated email address of the Company at secretarial@growel.com.
e. The Equity Shares of the Company are at presently listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. The Company is regular in payment of listing fees.
f. Subject to the applicable provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission
in respect of Members whose email IDs are registered in their demat account or are otherwise provided by the Members.
Appreciation
Your Directors would like to express their gratitude to the Shareholders for their continued trust, support and confidence. Your Directors also wish to convey their sincere gratitude to the Company''s business partners, customers, vendors and the bankers who stood by the Company at all times and also to the government authorities for their valuable guidance from time to time. Your Directors place on record their appreciation towards the contribution made by the employees at all levels. The Company''s consistent growth was made possible by their hard work, solidarity, cooperation and support.
Registered Office : For & on behalf of the Board of
Growel Corporate, Grauer & Weil (India) Limited
Akurli Road, Kandivli [East],
Mumbai - 400 101
Nirajkumar More Yogesh Samat
Date : May 28, 2024 Managing Director Director (Operations)
DIN : 00113191 DIN : 00717877
Mar 31, 2023
The Directors have pleasure in presenting the 65th Annual Report together with the audited financial statements for the year ended March 31, 2023.
1. FINANCIAL RESULTS (STANDALONE)
The Company''s financial performance during 2022-23 as compared to previous year 2021-22 is summarised below: -
|
Rupees in Lacs |
||
|
Particulars |
2022-23 |
2021-22 |
|
Gross total revenue |
1,09,585.20 |
84,886.66 |
|
Net revenue (total income) |
99,511.90 |
78,052.33 |
|
Earnings before interest, depreciation, tax & amortizations (EBIDTA before exceptional items) |
17,305.22 |
12,658.30 |
|
Exceptional items |
(72.28) |
176.35 |
|
Earnings before interest, depreciation, tax & amortizations (EBIDTA after exceptional items) |
17,232.94 |
12,834.65 |
|
Profit before tax |
15,088.55 |
10,628.24 |
|
Provision for tax (Current & Deferred tax) |
3,899.67 |
2,804.81 |
|
Net profit after tax |
11,188.88 |
7,823.43 |
During the year 2022-23, the Gross total revenue of the Company on standalone basis at '' 1,09,585.20 Lacs was higher than previous year by '' 24,698.54 Lacs representing a growth of 29.10% whilst the Net revenue (Total income) of the Company at '' 99,511.90 Lacs grew by 27.49% over previous financial year.
All the business segments i.e. Surface Finishing, Engineering and Mall registered significant growth. (For details refer Annexure âAâ - Management Discussion and Analysis which forms integral part of this report).
Operating profit (EBIDTA before exceptional items) at '' 17,305.22 Lacs grew by 36.71% over previous year whilst the Net profit of the Company at '' 11,188.88 Lacs registered a growth of 43.02% over previous year.
3. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34(2)(e) read with paragraph B of Schedule V of the SEBI Listing Regulations, 2015, the detailed Management Discussion and Analysis report is given in âAnnexure Aâ to this report.
your Board of Directors are pleased to recommend, for approval of shareholders, a dividend of '' 0.80 per fully paid Equity Share of the Company of '' 1 each for the year ended March 31, 2023. The dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Book Closure Date.
The dividend recommended is in accordance with the Dividend Distribution Policy of the Company approved by the Board pursuant to Regulation 43A of the SEBI Listing Regulations, 2015 and is available on the website of the Company at https://growel.com/subpage/Policy.
If approved, the dividend would result in a cash outflow of '' 1,813.65 Lacs subject to deduction of tax at source. The total dividend pay-out works out to 16.21% (Previous year 18.84%) of the Companyâs standalone net profit.
As per the Provisions of the Income Tax Act, 1961, dividends paid or distributed by the Company will be taxable in the hands of the shareholders. Accordingly, the Company will make the payment of the final dividend after deduction of tax at source at prescribed rates as per Income Tax Act, 1961.
The surplus in the Statement of Profit and Loss as on March 31,2023 is '' 11,188.88 Lacs compared to '' 7,823.43 Lacs as on March 31,2022. Out of this, Company proposes to transfer an amount of '' 10,000 Lacs (Previous year: '' 6,300 Lacs) to the General Reserve.
The authorized share capital of the Company is '' 5,000.00 Lacs divided into 50,00,00,000 Equity Shares of face value of Re. 1/- each. The issued, subscribed, and paid-up share capital stood at '' 2,267.06 Lacs as on March 31,2023. During the year, there were no changes to the share capital of the Company. Further no Sweat Equity Shares or Shares with differential rights were issued during the year. No Directors of the Company hold any convertible instruments as on March 31,2023.
A report on Corporate Governance pursuant to Regulation 34(3) of the SEBI Listing Regulations, read with Part C of Schedule V thereof, covering among others composition, details of meetings of the Board and Committees along with a certificate for compliance with the conditions of Corporate Governance in accordance with the SEBI Listing Regulations, issued by the Statutory Auditors of the Company, forms part of this Annual Report as âAnnexure Bâ.
8. SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS & RETURN ON NET WORTH
In accordance with the SEBI Regulations as amended, significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios are provided in the Management Discussion and Analysis report.
9. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company firmly believes in its commitment to the development of its stakeholders. The principles of Corporate Social Responsibility (CSR) are deeply imbibed in your Company''s corporate culture. The CSR vision of the Company is âEmpowerment through Educationâ. The Company has a CSR policy for promoting healthcare, education and environment amongst others as specified in Schedule VII of the Companies Act, 2013.
During the year, Company has spent more than 2% of the average net profits of the Company during the three immediately preceding financial years on CSR. Annual Report on CSR activities as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with Section 134(3) and 135(2) of the Companies Act, 2013 is placed at âAnnexure Câ.
In compliance with the guidelines prescribed under Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board. The CSR policy, covering the objectives, focus areas, governance structure monitoring and reporting framework among others is approved by the Board of Directors. In accordance with the amendments made in Section 135 in January 2021, the CSR Policy has been duly revised and is available on Company website at https://growel.com/ subpage/Policy.
10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has distinct and efficient Internal Control System in place. It has a clearly defined organizational structure, manuals and standard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of its business. The Company''s internal control system ensures efficiency, reliability, completeness of accounting records and timely preparation of reliable financial and management information. Internal financial controls framework and Risk Control Matrix (RCM) for various business processes is in place and reviewed continuously by the management. In addition, it also ensures compliance of all applicable laws and Regulations, optimum utilization and safeguard of the Company''s assets.
Your Company has in place adequate internal financial controls which commensurate with the size, scale and complexity of its operations. These controls have been assessed during the year under review taking into consideration the essential components of 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. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, Regular audits and review processes ensure that such systems are re-enforced on an ongoing basis.
The System, Processes and the Standard Operating Procedures are reviewed by the management. These systems and controls are regularly audited by the Internal Auditors viz. M/s SCA & Associates and their findings and recommendations are reviewed by the Audit Committee. Action Plan is prepared by the management for all the Audit findings and recommendations which is continuously monitored on monthly basis and action taken report is reviewed by the Audit Committee on quarterly basis. The audit assignments are conducted as per the annual audit program approved by the Audit Committee.
Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the vision to integrate risk management with its overall strategic and operational practices. The Company has formed a Risk Management Committee of the Board and its role is in line with requirements as specified in SEBI Listing Regulations. The primary objective is to ensure sustainable and stable business growth supported by a structured approach to risk management. The risk management framework includes designing, implementing, monitoring, reviewing and constantly improving the risk management procedures for the organisation.
The Company is prone to various risks such as technological risks, strategic risks, operational risks, foreign exchange currency risks, health, safety and environmental risks, financial risks as well as compliance & control risks. These risks can have a material adverse impact on the implementation of strategy, business performance, results, cash flows and liquidity, stakeholders'' value and of course on reputation.
Your Company have a Risk Management Policy and Procedure to protect and add value to the organization and of its stakeholders. The details on the Risk Management activities including the implementation of risk management policy, key risks identified, and their mitigations are covered in the Management Discussion and Analysis report, which forms part of this report. The Board oversees these risks through various Committees like Risk Management Committee, Audit Committee and Stakeholders'' Relationship Committee. The details of the said Committees are disclosed in the Corporate Governance Report.
12. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. Towards this end, and Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI Listing Regulations, the Company has implemented âWhistle Blower Policy'' covering Vigil Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policy is disclosed on the Company''s website at https://growel.com/subpage/Policy.
The objective of the said policy is to provide a channel to the employees and Directors of the Company and explain them, the detailed process for raising concerns or report any improper activity resulting in violation of Laws, Rules, Regulations or Company''s policies, standards, values or code of conduct, insider trading violations etc. by any of the employees, customers, vendors and investors, addressing the concerns and reporting to the Board. The policy allows direct access to the Chairperson of the Audit Committee.
During the financial year ended March 31, 2023, no Whistle Blower complaints were received from the employees and Directors of the Company. Further, no employee or Director was denied access to the Audit Committee or its Chairman. Brief details about the policy are provided in the Corporate Governance Report attached as Annexure B'' to this report.
Pursuant to the Provisions of Section I34(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at March 31,2023 is hosted on your Company''s website at www.growel.com.
During the year, your Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
15. LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans given, investments made, guarantees given and securities provided covered under Section 186 of the Companies Act, 2013 along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipients are provided in the relevant notes to the accompanying financial statements, presented in this Annual Report.
16. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time, the Company has a policy on Related Party Transactions which is approved by the Board which inter-alia defines the process for identifying, reviewing, approving and monitoring of Related Party Transactions. The policy was revised pursuant to the amendment of SEBI Listing Regulations and the same is available on the Company''s website at https://growel.com/subpage/Policy.
All related party transactions entered into during the year under review were on arm''s length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With the view to ensure continuity and ease of day-to-day operations, an omnibus approval has been obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. A statement giving details of all related party transactions including the related party transactions where omnibus approval is granted, is placed before the Audit Committee on a quarterly basis.
During the financial year 2022-23, there have been no material significant related party transactions that may have potential conflict with the interest of the Company at large. Further Company did not enter into any contracts or arrangements with related parties in terms of Sec. I88(i) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section I34(3)(h) of the Act in Form AOC-2 is not applicable to the company for FY 2022-23 and hence does not form part of this Annual Report.
In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions on a consolidated basis as per the format specified in the relevant accounting standards to the stock exchange on a half-yearly basis. Suitable disclosures as required under Ind-AS 24 have been made in the notes to the standalone financial statements.
There are no material changes and commitments, 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 this report.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and the Company''s operations in the future. Further no application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code, 2016, hence, the requirement to disclose the details of the application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.
19. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELa. Retirement by rotation - Mr. Yogesh Samat
Pursuant to the Provisions of Section 152 read with Section 149(13) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Yogesh Samat (DIN : 00717877) is retiring by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. The Board on the recommendation of the Nomination and Remuneration Committee recommends his re-appointments. As required under the SEBI Listing Regulations, 2015, particulars of Director seeking reappointment at the ensuing Annual General Meeting has been given under Corporate Governance Report and in the notice of the 65th Annual General Meeting.
b. Re-appointment of Mr. Umeshkumar More as Whole-time Director
At the 62nd annual general meeting held on September 29, 2020, the members of the Company re-appointed Mr. Umeshkumar More (DIN : 00112662) as a Whole-time Director of the Company designated as Executive Chairman for a term of 3 (three) years from January 1,2021. Thus, he holds office up to December 31, 2023. Mr. Umeshkumar More is mainly responsible for the strategic planning, growth, development, expansion and diversification of the business of the Company, both at national and international level. Accordingly, the Board is of the opinion that his continued association for a further period of 5 (five) years would be in the interest of the Company. Keeping in view performance evaluation done by the Board as whole and Independent Directors and instrumental role of Mr. Umeshkumar More in the growth and expansion of the business of the Company, the Board of Directors proposes re-appointment of Mr. Umeshkumar More for a further period of 5 (five) years commencing from January 1,2024.
c. Appointment of Mr. Ayush Agarwala as Independent Director
In the 64th Annual General Meeting of the Company held on September 22, 2022, Mr. Ayush Agarwala (DIN : 08960180) was appointed as a Non-executive Independent Director of the Company for a period of 5 (Five) year w.e.f. August 04, 2022, not liable to retire by rotation.
In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.
The Company has received necessary declaration from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, 2015 confirming that:
⢠They meet the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.
⢠Pursuant to Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the database of Independent Directors maintained by the Indian Institute of Corporate Affairs under the Ministry of Corporate Affairs.
⢠Pursuant to Regulation 25(8) of the SEBI Listing Regulations that there has been no change in the circumstances or situation, which may affect their status as Independent Director during the year.
e. Familiarisation programme for the Directors
These programmes aim to provide insights into the Company to enable the Independent Directors to understand the business in depth and contribute significantly to the Company. The details of program for familiarisation of the Independent Directors with the Company are available on the Company''s website at www.growel.com.
f. Policy on appointment and remuneration of Directors
The policy for selection and appointment of directors, key managerial personnel and their remuneration sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become a Director and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Company''s operations. The Policy also sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. The details of policy have been disclosed in the âCorporate Governance Report'', which forms part of the Board''s Report.
g. Performance evaluation
Pursuant to the Provisions of the Act and Regulation 17 of SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its statutory Committee''s viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee and that of the individual Directors, in accordance with the manner specified by the Nomination and Remuneration Committee. The evaluation was done through a questionnaire and the responses received were evaluated by the Board. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
h. Meeting of Board and Committees
The Board of Directors of the Company met six times during the financial year ended March 31,2023, on April 25, 2022, May 30, 2022, August 9, 2022, November 7, 2022, December 6, 2022 and February 10, 2023. Details of attendance of meetings of the Board and its Committees are included in the report on Corporate Governance, which forms part of this Annual Report.
The Independent Directors met on April 25, 2022, during the financial year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, Executive Directors, Chief Financial officer, Company Secretary and any other Managerial Personnel.
i. Board Committees
As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders Relationship Committee (d) Corporate Social Responsibility Committee and (f) Risk Management Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are provided in the Corporate Governance Report.
j. Key Managerial Personnel
During the year, there were no changes in Key Managerial Personnel.
20. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. Your Company has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. It provides a safe haven to all women, including its regular, outsourced employees and visitors.
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to FY 2022-23 is as under:
a. Number of complaints pending at the beginning of the financial year - Nil
b. Number of complaints filed during the financial year - 1
c. Number of complaints disposed of during the financial year - 1
d. Number of complaints pending as on end of the financial year - Nil
21. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
As per SEBI Listing Regulations, 2015, your Company, being in the list of Top 1000 Listed Companies based on Market Capitalisation, is required to submit a Business Responsibility and Sustainability Report in place of Business Responsibility Report. Company has adopted Business Responsibility & Sustainability Report (BRSR) describing the initiatives taken by the Company from an Environmental, Social and Governance perspective and the same forms part of the Annual Report as âAnnexure Dâ.
22. DIRECTORSâ RESPONSIBILITY STATEMENT
Your Directors confirm that they have:
i) followed applicable accounting standards, along with proper explanation relating to material departures in the preparation of the annual accounts for the financial year ended March 31,2023;
ii) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;
iii) taken proper and sufficient care 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) prepared the annual accounts for the financial year ended March 31,2023 on a going concern basis;
v) devised proper systems to ensure compliance with the Provisions of all applicable laws and such systems were adequate and operating effectively; and
vi) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
23. SUBSIDIARY & ASSOCIATE COMPANIES
As on date, Company has 1 (One) Indian subsidiary viz. Kamtress Automation Systems Private Limited and 2 (Two) overseas subsidiaries viz. Grauer & Weil (Shanghai) Limited, in China, and Growel Chemicals Co. Limited, in Thailand, and 2 (Two) Associate Companies viz. Grauer & Weil Engineering Private Limited and Growel Sidasa Industries Private Limited. During the year under review, Shareholders of Grauer & Weil Engineering Private Limited and Growel Sidasa Industries Private Limited passed resolution for striking off name of the Companies from Registrar of Companies (ROC).
As per the first proviso of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of your Company''s Subsidiaries and Associate Companies in the prescribed format AOC - I, including the individual contribution of these companies towards the overall performance of Company during the period is given under Consolidated Financial Statements forming part of this Annual Report.
Though, the copies of Audited / Unaudited Financial Statements of the Subsidiaries have not been attached to the Annual Accounts of the Company, these documents will be made available upon request by any member of the Company and also shall be available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Further, the accounts of the Subsidiaries shall also be uploaded on the Company''s website at www.growel.com.
The Company does not have any material subsidiary. The policy for determining material subsidiaries is disclosed on the Company''s website and the weblink for the same is at https://growel.com/subpage/Policy. During the year, the Board of Directors reviewed the affairs of subsidiaries. All the contracts or arrangements / transactions with related parties were on arm''s length basis and in the ordinary course of business.
24. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the year 2022-23 are prepared in compliance with applicable Provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Provisions of SEBI Listing Regulations, 2015 and Indian Accounting Standard (Ind AS) - 110 on Consolidated Financial Statements read with Indian Accounting Standard (Ind AS) - 28 on Investments in Associates and Joint Ventures. The audited Consolidated Financial Statements are provided in the Annual Report along with the names of the companies which have become or ceased to become subsidiaries.
25. AUDITORS AND AUDIT REPORTSa. Statutory Auditors
In 64th Annual General Meeting of the Company held on September 22, 2022, M/s M. M. Nissim & Co. LLP has appointed as a Statutory Auditors of the Company to hold office for a period of 5 Ysars i.e. from the conclusion of 64th Annual General Meeting (AGM) till the conclusion of 69th AGM of the Company.
Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every AGM, is not required. Hence, the resolution relating to ratification of Auditor''s appointment is not included in the notice of the ensuing AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company and they hold a valid certificate issued by the Peer Review Board of the ICAI.
They have confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the Company.
The Notes to financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.
Your Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are being made and maintained by the Company as per said requirements.
The said cost accounts and records are also required to be audited pursuant to the Provisions of Section 148 of the Companies Act, 2013, read with notifications / Circulars issued by the Ministry of Corporate Affairs from time to time and accordingly as per the recommendation of the Audit Committee, the Board of Directors appointed M/s V J. Talati & Co., Cost Accountants, as the Cost Auditors of the Company for FY 2022-23.
In respect of FY 2023-24, the Board, based on the recommendation of the Audit Committee, has approved the appointment of M/s V. J. Talati & Co., Cost Accountants, as the Cost Auditors of the Company. A resolution for ratification of the remuneration to be paid for such appointment is included in the notice of the ensuing Annual General Meeting.
Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s GMJ & Associates, Firm of Practicing Company Secretaries, Mumbai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report for the financial year ended March 31,2023 in Form No. MR - 3 is attached as âAnnexure Eâ to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from M/s GMJ & Associates, Firm of Practicing Company Secretaries and the same is submitted to the stock exchange and it does not have any adverse remark.
The Board, on the recommendation of Audit Committee, has re-appointed M/s GMJ & Associates, Firm of Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2023-24.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required under Section I34(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in âAnnexure Fâ to this report.
The Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as âAnnexure Gâ to this report.
28. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.
29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 124 of the Companies Act, 2013 read with Provisions of Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules 2016, all shares in respect of which dividend has not been paid or unclaimed by the shareholders for seven consecutive years or more were already transferred by the Company in favour of Investor Education and Protection Fund. The unclaimed dividend for the financial year 2015-16 (Interim) have also been transferred to the Investor Education and Protection Fund established by the Central Government.
30. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS
Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.
Your Company accords the highest priority to the occupational health and safety of its workers and employees. Company believes that all incidents are avoidable provided a strong technical and administrative mechanism is in place to monitor all processes involving risk and hazards. Company has, during the year under review, conducted various training programmes for increasing disaster preparedness, awareness and safety of workers. Company lays strong emphasis to provide a clean, hygienic and conducive work environment to all employees & staff at all its working locations.
The Equity Shares of the Company are at presently listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. The Company is regular in payment of listing fees.
The National Stock Exchange of India Limited (NSE) vide its Circular dated August 3, 2021, voluntarily permitted to trade and admitted for dealings, the security (Equity Shares) of the Company on their exchange under âPermitted to trade'' category. This is effective from August 5, 2021. The symbol of the Company on NSE is âGRAUWEIL.
The Ministry of Corporate Affairs has taken a âGreen Initiative in the Corporate Governanceâ by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/ documents including Annual Report can be sent by e-mail to its members.
As a responsible corporate citizen, the Company welcomes and supports the âGreen Initiative'' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at their e-mail address previously registered with the DPs and RTAs.
Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.
34. SIGNIFICANT BENEFICIAL OWNER
Attention of the members is invited to the Companies (Significant Beneficial Ownership) Amendment Rules, 2019 issued by the Ministry of Corporate Affairs, whereby a person is considered as a âSignificant Beneficial Owner (SBO)'', if he / she, whether acting alone, together or through one or more individuals or trust holds a beneficial interest of at least 10%. The beneficial interest could be in the form of a company''s shares or the right to exercise significant influence or control over the Company. A shareholder holding shares in the Company on behalf of others or fulfilling the criteria as mentioned in the Companies (Significant Beneficial Ownership) Amendment Rules, 2019, is required to give a declaration specifying the nature of his / her interest and other essential particulars in the prescribed manner and within the permitted time frame.
The Board of Directors would like to express their sincere thanks to all the stakeholders viz. customers, members, dealers, vendors, distributors, agents, banks and other business partners for their patronage and trust reposed in Company for past several years. Your Directors would also like to thank various Central and State Government Departments, Organizations and Agencies for their support and cooperation extended by them from time-to-time. The Board also places on record its sincere appreciation for the enthusiastic and hardworking employees of the Company who dedicatedly work round the year and without which it would not have been possible to achieve the all-round progress and growth of Company.
Mar 31, 2018
The directors have pleasure in presenting their 60th Annual Report together with the audited annual accounts of the Company for the financial year ended March 31, 20I8.
FINANCIAL RESULTS
(Rs. in Million)
|
Particulars |
2017-18 |
2016-17 |
|
Gross Total Revenue |
56I4.22 |
530I.07 |
|
Net Revenue |
5023.47 |
4342.05 |
|
Earnings before Interest, Depreciation, Tax & Amortizations (EBIDTA before Exceptional Item) |
I042.03 |
893.75 |
|
Profit before Tax |
874.37 |
738.59 |
|
Provision for Tax (Current & Deferred Tax) |
268.79 |
I86.28 |
|
Net Profit after Tax |
605.58 |
552.31 |
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 0.60 per equity share of face value of Re. 1/- each (i.e. 60%) on the equity share capital of Rs. 226.7I Million for the financial year ended March 31, 2018 and seeks your approval for the same. The dividend paid for the previous financial year was 40% i.e. Re. 0.40 on equity shares of face value of Re. 1/- each.
OPERATIONS
During the year under review, Company recorded a 15.69% growth in Net Revenues. Profit before Tax registered a 18.38% growth and the Net Profit of the Company improved by 9.64%.
A full analysis and discussion on the business outlook is included in this Annual Report under the heading âManagement Discussion and Analysis'' as Annexure âAâ to this Report.
MATERIAL CHANGE
Last year, Company set up a new plant for production of paints at Dadra and it started operations in January, 20I7 with an installed capacity of 5,000 KL p.a. Company is currently in the process of expanding the said plant with an additional capacity of around 5,000 KL p.a. which is expected to be completed by December, 2018.
SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS OR COURTS
There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
SHARE CAPITAL
As on March 31, 2018, the paid-up equity share capital of your company is Rs. 226.71 Million consisting of 22,67,05,750 Equity Shares of Re.1/each fully paid up. During the year under review, the Company has not issued shares with differential voting rights nor has it granted any Stock Options or Sweat Equity Shares. As on March 31, 2018, none of the directors of the Company held instruments convertible into equity shares of the Company.
CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under the SEBI Listing Regulations forms an integral part of this Report. (Annexure âBâ)
The requisite certificate from Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance of SEBI Listing Regulation is attached to the report on Corporate Governance. (Annexure âCâ)
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has been adopting this concept even before commencement of Companies Act, 20I3. As a responsible corporate citizen, the Company has been undertaking and participating in the various socially important activities in the fields of health, education, gender equality, ecological balance, environmental sustainability among others. The Company has also framed a CSR policy in accordance with the provisions of the Companies Act, 20I3 and rules made there under. The contents of the CSR policy are disclosed on the website of the Company (www. growel.com/Page/csr). CSR activities carried out by the Company are in accordance with Schedule VII of the Act and CSR policy of the Company.
The brief report of the Corporate Social Responsibility (CSR) activities carried out by the Company during the year are set out in Annexure âDâ of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 20I4. During the year under review, Company has spent Rs. I.04 Million towards CSR activities against Rs. II.49 Million to be spent as per Section I35 of the Companies Act, 20I3. Despite undertaking various CSR activities, the Company was unable to spend the required amount since enough projects and opportunities were not available. Company is in the process of identifying specific projects, which can contribute to the overall social and economic growth, development and prosperity of the communities and society as a whole residing in the vicinity of the operations of the Company. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new / revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same
The Company has an Internal and operational audit departments headed by Professional and experience personnel. The main thrust of Internal Audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual, which is reviewed each year in consultation with the Statutory Auditor of the Company and the Audit Committee. To maintain its objectivity and effectiveness, the Internal Audit function reports directly to the chairman / CEO of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with the provisions of Section I77(9) of the Companies Act, 20I3 and the Regulation 22 of SEBI Listing Regulations, the Board of Directors of the Company has framed the âWhistle Blower Policyâ as the vigil mechanism for Directors and employees of the Company to report genuine concerns about any instance of unethical behaviour, fraud or violation of Company''s Code of conduct directly to the Management.
The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provisions for direct access to the Chairman of the audit Committee in exceptional cases. None of the personnel of the company has been denied access to the Audit Committee. During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company. The whistle Blower Policy is displayed on the Company''s website viz. www.growel.com
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section I34(3)(a) of the Companies Act, 20I3 read with Rule 8 of Companies (Accounts) Rules, 20I4 and Rule I2 of Companies (Management & Administration) Rules, 20I4, Extract of the Annual Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure âEâ attached herewith and which forms part of this Report.
FIXED DEPOSITS
During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as âDeposits'' in terms of Section 73 of the Companies Act, 20I3 read with the Companies (Acceptance of Deposit) Rules, 20I4 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 20I3 is not applicable.
LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments given / made during the financial year under review and governed by the provisions of Section I86 of the Companies Act, 20I3 forms part of the notes to the financial statements provided in this Annual Report.
RELATED PARTY TRANSACTIONS
All the transactions / contracts / arrangements of the nature as specified in Section I88(I) of the Companies Act, 20I3 entered by the Company during the year under review with related party(ies) are in ordinary course of business and on arm''s length. Further none of such transactions / contracts / arrangements with promoters, directors, Key Managerial Personnel or other designated persons are material (i.e., satisfying the criteria provided in first proviso of section I88(I) of the Companies Act, 20I3) in nature. Hence, no particulars in form AOC - 2 are furnished. Kindly refer the financial statements for the transactions with related parties entered during the year under review.
Prior omnibus approval of the Audit Committee is obtained for the transactions. A statement giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval. The policies on related party transactions which are on arms length basis are available on www.growel.com/subpage/policies.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
As per provisions of Companies Act, 20I3 and in terms of Articles of Association of the Company, Shri Umeshkumar More, Whole-time Director designated as Chairman of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment. The board recommends his re-appointment.
During the year under review, Smt. Pallavi More, Whole-time Director of the Company resigned w.e.f. closing of business hours of February 7, 2018, due to personal reason. The board places on record its appreciation for the services rendered by her during the tenure of directorship.
During the year under review, Shri Madan Mohan Chaturvedi, Independent Director of the Company expired on November I0, 20I7, due to illness. The board places on record the valuable contribution made by Late Shri Madan Mohan Chaturvedi during his tenure as Independent Director.
Late Shri Madan Mohan Chaturvedi was chairman of Nomination and Remuneration Committee and member of Audit Committee. Consequent upon his death, Shri Tarun Kumar Govil was appointed chairman of the Nomination and Remuneration Committee and Shri Yogesh Samat was inducted as a member of the Audit Committee w.e.f. November I3, 20I7.
Pursuant to the Companies Act, 20I3, in the 56th Annual General Meeting of the Company held on July 31, 20I4, members appointed Shri Suresh Pareek and Shri Tarun Kumar Govil as Independent Non-executive Directors of the Company to hold office for a period of 5 (Five) consecutive years i.e. from July 31, 20I4 to July 30, 20I9, not liable to retire by rotation.
As per provision of Section I49(I0) of the Act, an Independent Director shall hold office for a term upto five consecutive years on the board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term of upto five consecutive years on the board of the Company.
In the opinion of the board, Shri Suresh Pareek and Shri Tarun Kumar Govil, possesses appropriate skills, experience and knowledge and fulfil the conditions as specified under the Act, Rules and SEBI Listing Regulations for re-appointment as an Independent Non-executive Directors of the Company and are independent of the management. Further they offer themselves for re-appointment. The board considers that their continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Shri Suresh Pareek and Shri Tarun Kumar Govil as Independent Directors.
The board, based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections I49, I50, I52 read with Schedule IV and any other applicable provisions, if any of the Act and the Companies (Appointment and Qualification of Directors) Rules, 20I4 and Regulation I6(I)(b) of SEBI Listing Regulations, proposes re-appointment of Shri Suresh Pareek and Shri Tarun Kumar Govil, as Independent Directors for another term of five consecutive years from July 31, 2019 to July 30, 2024.
Brief resumes of directors proposed to be appointed / re-appointed, nature of their expertise and names of the companies in which they hold directorships and memberships / chairmanships of board and committees, shareholding and relationships between the directors inter-se as stipulated under Regulation 36(3) of the SEBI Listing Regulations forms part of the Notice of the Annual General Meeting and is annexed to this Annual Report.
Pursuant to sub Section (7) of Section I49 of the Companies Act, 20I3 and Regulation I6(I)(b) of the SEBI Listing Regulations, all the Independent Directors of the Company have given declarations to the Company that they meet the criteria of independence as required under the Act and the Regulations.
Pursuant to the provisions of Companies Act, 20I3 and SEBI Listing Regulations, the board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The Company has also carried out training / familiarization programme for Independent Directors, details of which are set out in the Corporate Governance Report.
The board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of directors, senior management personnel and their remuneration. The remuneration policy is available on website of the Company (www.growel. com/subpage/policies).
A calendar of board meetings is prepared and circulated in advance to the directors. During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 20I3.
BOARD COMMITTEES
Board of Directors of the Company has constituted four committees viz. Audit Committee, Nomination and Remuneration Committee, CSR Committee and Stakeholders Relationship Committee. Detailed note on the composition of board and its committees, numbers of meetings held during the year and other related details are provided in the Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is sensitive to women employees at workplace. As required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 20I3, the Company has a formal policy to ensure safety of women and prevention of sexual harassment and has set up Internal Complaints Committee (ICC) at its work places to redress the complaints of women employees. All employees (permanent, contractual, temporary, trainees) are covered under the policy. During the financial year 20I7-I8, one complaint was received from an employee and was redressed. No complaint is outstanding as on March 31, 2018 for redressal.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and explanations obtained by us, we make the following statements in terms of Section I34(3)(c) of the Companies Act, 20I3:
a. that in the preparation of annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Note No. I of the notes to the financial statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 20I3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
SUBSIDIARY & ASSOCIATES COMPANIES
As on date, Company has 3 (Three) Overseas Subsidiaries viz. Grauer & Weil (Shanghai) Ltd. at China, Grauer & Weil (UK) Ltd. at United Kingdom and Growel Chemicals Ltd. at Thailand. During the year, the Board of Directors reviewed the affairs of the subsidiaries.
During the year under review Company also has 3 (Three) Associates Companies viz. Grauer & Weil (Thailand) Co. Limited, Grauer & Weil Engineering Private Limited (Previously known as Growel Goema (India) Private Limited) and Growel Sidasa Industries Private Limited.
Details of the subsidiaries and associates companies form part of financial statements.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements have been prepared by the Company in accordance with the requirements of Ind AS II0 on consolidated financial statements issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements, together with the Auditors'' Report, form a part of the Annual Report. Further, a statement containing the salient features of the financial statements of the subsidiaries and associates in the prescribed format AOC-I is attached as a part of financial statements.
STATUTORY AUDITOR
At the 59th Annual General Meeting held on September 25, 20I7, M/s SCA & Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the 64th Annual General Meeting of the Company to be held in the calendar year 2022.
The Company has obtained a eligibility certificate from M/s SCA & Associates under Section I39(I) of the Companies Act, 20I3, that appointment, if made, will be in accordance with the provisions of Section I4I of the Companies Act, 20I3 and they are not disqualified to be continued as auditors of the Company under Section I4I(3) of the Companies Act, 20I3.
COST AUDITOR
The board has appointed the M/s V J. Talati & Co. as Cost Auditors for conducting the audit of cost records of the Company for Chemicals, Engineering and Lubricants segments of the Company for the financial year 20I7-I8. The board, on the recommendation of Audit Committee, has reappointed M/s V J. Talati & Co., firm of Cost Auditors, as Cost Auditor of the Company for the financial year 2018-I9.
SECRETARIAL AUDITORS
The board has appointed M/s GMJ & Associates, firm of Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year 20I7-I8. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure âFâ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The board, on the recommendation of Audit Committee, has reappointed M/s GMJ & Associates, firm of Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2018-I9.
AUDITORSâ OBSERVATIONS
The observations of the auditors contained in their report have been adequately dealt with in Note No. â33(P)'' to the accounts which are self explanatory and therefore, do not call for any further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to Section I34(3)(m) of the Companies Act, 20I3, read with Rule 8(3) of the Companies (Accounts) Rules, 20I4 are given in Annexure âGâ to this Report.
PARTICULARS OF EMPLOYEES
The Disclosure as required under Section I97 of the Companies Act, 20I3 and under Rule 5(I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 is available for inspection to the members at the registered office of the Company on any working days between I0.00 am to I2.00 noon upto the date of the Annual General Meeting i.e. August 30, 2018. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.
Information relating to remuneration of Directors under Section I97 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 has been given in the Corporate Governance Report.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company is conscious of the importance to environmental friendly and safe operations. The company''s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources. All plants of the Company fully comply with the laws, regulations and requirements stipulated by the concerned Pollution Control Board.
LISTING
The equity shares of the Company are at present listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 00I. The Company is regular in payment of listing fees.
APPRECIATION
The directors wish to put on record their appreciation for the support of all our bankers and the dedication and support of all our members and associates. Their efforts continue to be integral to our Company''s ongoing success.
Registered Office: For & on behalf of the Board of
Growel Corporate, Grauer & Weil (India) Limited
Akurli Road, Kandivli [East],
Mumbai - 400 I0I Nirajkumar More Vinod Haritwal
Date : May 30, 2018 Managing Director CEO & Whole-time Director
Mar 31, 2017
The Directors have pleasure in presenting their 59th Annual Report together with the Audited Annual Accounts of the Company for the Financial Year ended March 3I, 20I7.
FINANCIAL RESULTS
(Rs. in Million)
|
Particulars |
2016-17 |
2015-16 |
|
Gross Total Revenue |
5406.7 |
5I30.7 |
|
Net Revenue |
4447.7 |
4280.0 |
|
Earnings before Interest, Depreciation, Tax & Amortizations (EBIDTA) (before Exceptional Item) |
897.2 |
804.4 |
|
Profit Before Tax |
698.7 |
525.9 |
|
Provision for Tax (FBT, Current & Deferred Tax) |
I86.3 |
I35.4 |
|
Net Profit after Tax |
5I2.4 |
390.5 |
|
Add: Profit brought forward from previous years |
25.9 |
II.8 |
|
Profit available for disposal |
538.3 |
402.3 |
|
Dividend and Tax thereon |
- |
76.4 |
|
Transfer to General Reserve |
400.0 |
300.0 |
|
Profit carried forward |
I38.30 |
25.9 |
DIVIDEND
Board has recommended a Dividend for the Financial Year ended March 3I, 20I7 @ 40% i.e. Re. 0.40 on Equity Shares of Face Value of Re. I/each and seeks your approval for the same. The Dividend paid for the previous Financial Year was 28% (including Interim Dividend @ 20%) i.e. Re. 0.28 on Equity Shares of Face Value of Re. I/- each.
OPERATIONS
During the year under review, Company recorded a 3.92% growth in Net Revenues. Profit before Tax registered a 32.86% growth and the Net Profit of the Company improved by 3I.22%.
A full analysis and discussion on the business outlook is included in this Annual Report under the heading âManagement Discussion and Analysis'' as Annexure âAâ to this Report.
MATERIAL CHANGE
The Company set up a new plant at Dadra for production of paints. The plant has an installed capacity of 5,000 KL p.a. and started operations in January, 20I7.
SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS OR COURTS
There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
SHARE CAPITAL
The paid up Equity Share Capital as at March 3I, 20I7, stood at Rs. 226.7I Million. During the year under review, the Company has not issued shares with differential voting rights nor has it granted any Stock Options or Sweat Equity Shares. As on March 3I, 20I7, none of the Directors of the Company held instruments convertible into Equity Shares of the Company.
CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under the SEBI Listing Regulations forms an integral part of this Report. (Annexure âBâ)
The requisite certificate from Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance of SEBI Listing Regulations is attached to the report on Corporate Governance. (Annexure âCâ)
CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken or contributed funds for various activities in the areas of Education, Healthcare, preventive Healthcare, Sanitation, Environmental Sustain abilities etc. These activities are largely in accordance with Schedule VII of the Companies Act, 2013 and Company''s CSR Policy which is available on the website of Company (www.growel.com/page/csr) The report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 20I4 is set out in Annexure âDâ forming part of this Report.
During the year under review, Company has spent Rs. 0.42 Million towards CSR activities against Rs. 9.20 Million to be spent as per Section I35 of the Companies Act, 20I3. Despite undertaking various projects, the Company was unable to spend the required amount since enough projects and opportunities were not available. Company is in the process of identifying specific projects, which can contribute to the overall social and economic growth, development and prosperity of the communities residing in the vicinity of the operations of the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has strong 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, which is reviewed each year in consultation with the Statutory Auditor of the Company and the Audit Committee. To maintain its objectivity and effectiveness, the Internal Audit function reports directly to the Chairman / CEO of the Company.
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 and its subsidiaries. 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 corrective actions thereon are presented to the Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section I77 of the Companies Act, 20I3 and the Regulation 22 of SEBI Listing Regulations, the Company has established a Whistle Blower Mechanism / Vigil Mechanism for Directors and Employees to report genuine concerns about any instance of any irregularity, fraud, unethical behavior and / or misconduct.
This policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meeted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return in Form No. MGT-9 as per Section I34(3)(a) of the Companies Act, 20I3 read with Rule 8 of Companies (Accounts) Rules, 20I4 and Rule I2 of Companies (Management & Administration) Rules, 20I4 duly certified by the Practicing Company Secretary is annexed hereto as Annexure âEâ and forms part of this Report.
FIXED DEPOSITS
All outstanding Public Deposits accepted under erstwhile Section 58A of the Companies Act, I956 were paid in full on maturity and as on March 3I, 20I7, Company has no outstanding Fixed Deposits (Previous Year : Rs. 4.27 Million). The Company did not accept any deposits from the public falling within the ambit of Section 73 of the Companies Act, 20I3 and The Companies (Acceptance of Deposits) Rules, 20I4, during the year nor defaulted in any repayment or interest payments due thereon.
LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, Guarantees and Investments covered under the provisions of Section I86 of the Companies Act, 20I3 forms part of the notes to the Financial Statements provided in this Annual Report.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.
Prior omnibus approval of the Audit Committee is obtained for the transactions. A statement giving details of all Related Party Transactions were placed before the Audit Committee and the Board of Directors for their approval. The policies on Related Party Transactions which are on arms length basis are available on www.growel.com/subpage/policies. Since all Related Party Transactions entered into by the Company were in the ordinary course of business and on an arm''s length basis, Form AOC-2 is not applicable to the Company.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company at its Meeting held on May 30, 20I7 appointed Smt. Pallavi More as an Additional Director of the Company w.e.f. the date of Meeting to hold the office till the conclusion of next Annual General Meeting. Further, on the recommendation of the Nomination & Remuneration Committee and subject to the approvals of the Members at the forthcoming Annual General Meeting and such other approvals, consent and sanctions as may be necessary, Smt. Pallavi More were appointed as a Whole-time Director of the Company for a period of 5 years with effect from May 30, 20I7. Her term of office as Additional Director is till the conclusion of next Annual General Meeting. Being eligible, she offers herself for re-appointment. The Board recommends that she be appointed as a Whole-time Director of the Company for a period of 5 (Five) consecutive years w.e.f. May 30, 20I7, liable to retire by rotation.
The Board of Directors of the Company at its Meeting held on May 30, 20I7 appointed Shri Yogesh Samat as an Additional Director of the Company w.e.f. the date of Meeting to hold office till the conclusion of next Annual General Meeting. Being eligible, he offers himself for reappointment. The Board recommends that he be appointed as Independent Director of the Company for a period of 5 (Five) consecutive years w.e.f. May 30, 20I7, not liable to retire by rotation.
As per the provisions of Companies Act, 2013 and in terms of Articles of Association of the Company, Shri Vinod Haritwal, CEO & Whole-time Director of the Company, retires by rotation in the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment. The Board recommends his re-appointment.
During the year under review, Shri K. C. Srivastava, Independent Director of the Company resigned w.e.f. July I, 20I6, due to personal reason. The Board places on record its appreciation for the services rendered by Shri K. C. Srivastava during the tenure of his Directorship.
In compliance with Regulation 36(3) of SEBI Listing Regulations, brief resume of all the Directors proposed to be appointed / re-appointed are attached along with the Notice to the ensuing Annual General Meeting.
Pursuant to sub Section (7) of Section I49 of the Companies Act, 20I3 and Regulation I6(I)(b) of the SEBI Listing Regulations, all the Independent Directors of the Company has given declaration to the Company that they qualify the criteria of independence as required under the Act and the Regulations.
Pursuant to the provisions of Companies Act, 20I3 and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The Company has also carried out various training and familiarization programme for Independent Directors, details of which are set out in the Corporate Governance Report.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is available on website of the Company (www.growel.com/subpage/policies).
A calendar of Board Meetings is prepared and circulated in advance to the Directors. During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 20I3.
BOARD COMMITTEES
Currently Board has Four Committees viz. Audit Committee, Nomination and Remuneration Committee, CSR Committee and Stakeholders Relationship Committee. Detailed note on the Composition of Board and its Committees, Numbers of Meetings held during the year and other related details are provided in the Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has been employing about I00 women employees in various cadres. The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 20I3. Complaint Redressal Committee has been constituted to redress the complaint of Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy. During the financial year 20I6-I7, No complaints were received from any employee and no complaint is outstanding as on March 3I, 20I7 for redressal.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and explanations obtained by us, we make the following statements in terms of Section I34(3)(c) of the Companies Act, 20I3:
a. that in the preparation of annual financial statements for the year ended March 3I, 20I7, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Note No. I of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 3I, 20I7 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 20I3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. SUBSIDIARY & ASSOCIATES COMPANIES
As on date, Company has 3 (Three) Overseas Subsidiaries viz. Grauer & Weil (Shanghai) Ltd. at China, Grauer & Weil (UK) Ltd. at United Kingdom and Growel Chemicals Co. Ltd. at Thailand. During the year, the Board of Directors reviewed the affairs of the Subsidiaries.
During the year under review Company also had 3 (Three) Associates Companies viz. Grauer & Weil (Thailand) Limited, Grauer & Weil Engineering Private Limited (Previously known as Growel Goema (India) Private Limited) and Growel Sidasa Industries Private Limited.
Details of the Subsidiaries and Associates companies forms part of Financial Statements.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared by your Company in accordance with the requirements of Accounting Standard 2I on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditor''s Report thereon forms part of Annual Report. Further, a statement containing the salient features of the Financial Statements of the Subsidiaries in the prescribed format AOC-I is attached as a part of Financial Statements.
STATUTORY AUDITORS
At the 57th Annual General Meeting held on August 20, 20I5, M/s M. M. Nissim & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of 59th Annual General Meeting of the Company to be held in the calendar year 20I7 (subject to ratification at every AGM). Pursuant to Provisions of Section I39(2) of the Companies Act, 20I3 read with Companies (Audit and Auditors) Rules, 20I4, term of office of M/s M. M. Nissim & Co. as a Statutory Auditors of the Company expired and it is proposed to appoint M/s SCA & Associates as a Statutory Auditors of the Company to hold office for a period of 5 Ysars i.e. from the conclusion of 59th Annual General Meeting (AGM) till the conclusion of 64th AGM of the Company (subject to ratification at every AGM).
The Company has obtained a consent letter from M/s SCA & Associates under Section I39(I) of the Companies Act, 20I3 along with certificate that appointment, if made will be in accordance with the provisions of Section I4I of the Companies Act, 20I3 and they are not disqualified to be appointed as Auditors of the Company under Section I4I(3) of the Companies Act, 20I3.
Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the Financial Ysar ending March 3I, 20I8, as set out in the Notice convening the Meeting.
COST AUDITORS
The Board has appointed the M/s V. J. Talati & Co. as Cost Auditors for conducting the audit of cost records of the Company for Chemicals, Engineering and Lubricants segments of the Company for the Financial Year 20I6-I7. The Board has reappointed M/s V. J. Talati & Co., Firm of Cost Accountants, as Cost Auditor of the Company for the Financial Year 20I7-I8.
SECRETARIAL AUDITORS
The Board has appointed M/s GMJ & Associates, Firm of Practicing Company Secretaries, to conduct the Secretarial Audit for the Financial Ysar 20I6-I7. The Secretarial Audit Report for the Financial Year ended March 3I, 20I7 is annexed herewith marked as Annexure âFâ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Board has reappointed M/s GMJ & Associates, Firm of Practicing Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 20I7-I8.
AUDITORSâ OBSERVATIONS
The observations of the Auditors contained in their Report have been adequately dealt with in Note No. â27'' to the Accounts which are self explanatory and therefore, do not call for any further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to Section I34(3)(m) of the Companies Act, 20I3, read with Rule 8(3) of the Companies (Accounts) Rules, 20I4 are given in Annexure âGâ to this Report.
PARTICULARS OF EMPLOYEES
The requisite details as stipulated under Section I97 of the Companies Act, 20I3 and Rule 5(I) and 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 will be provided upon request and same is available for inspection to the Members at the Registered Office of the Company on any working days between I0.00 am to I2.00 noon up to the date of Annual General Meeting i.e. September 25, 20I7. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company has taken all the necessary steps for safety, environmental control and protection at all its plants. All plants of the Company fully comply with the laws, regulations and requirements stipulated by the concerned Pollution Control Board.
LISTING
The Equity Shares of the Company are at present listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. The Company is regular in payment of listing fees.
APPRECIATION
The Directors wish to put on record their appreciation for the support of all our Bankers and the dedication and support of all our Members and Associates. Their efforts continue to be integral to our Company''s ongoing success.
Registered Office: For & on behalf of the Board of Growel Corporate,
Grauer & Weil (India) Limited Akurli Road, Kandivli [East],
Mumbai - 400 I0I Nirajkumar More Vinod Haritwal
Date : May 30, 20I7 Managing Director CEO & Whole-time Director
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 57th Annual Report
together with the Audited Annual Accounts of the Company for the
financial year ended March 31,2015.
FINANCIAL RESULTS
Particulars 2014-15 2013-14
Rs. in Million Rs. in Million
Gross Total Revenue 4975.2 4637.7
Net Revenue 4187.6 3892.8
Earnings before Interest,
Depreciation, Tax & Amortizations (EBIDTA) 764.3 640.8
Profit Before Tax 459.8 358.5
Provision for Tax (FBT, Current &
Deferred Tax) 128.0 50.6
Net Profit after Tax 331.8 307.9
Add: Profit brought forward from
previous year 10.0 44.5
Profit available for disposal 341.8 352.4
Proposed Dividend and Tax thereon 60.0 42.4
Transfer to General Reserve 270.0 300.0
Profit carried forward 11.8 10.0
DIVIDEND
Your Board has recommended payment of Dividend for the year ended March
31,2015 at 22% i.e. 22 paisa on Equity Shares of Re.1/- each and seeks
your approval for the same.
OPERATIONS
During the year under review, Company recorded a 7.57% growth in net
revenues. Profit before Tax registered a 28.28% growth, however due to
higher provision for Tax, the net profit of the Company improved by
7.77%.
A full analysis and discussion on the business outlook is included in
this Annual Report under the heading ''Management Discussion and
Analysis'' as Annexure ''A'' to this Report.
MATERIAL CHANGE
One of the plants of the Company at Chembur in Mumbai for production of
paints, discontinued production w.e.f. May 1,2015. All the workmen and
staff employed in the plant retired through a voluntary retirement
scheme or shifted to other plants of the Company.
SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS OR COURTS
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
SHARE CAPITAL
The paid up Equity Share Capital as at 31st March, 2015, stood at Rs.
226.71 Million. During the year under review, the Company has not
issued shares with differential voting rights nor has it granted any
Stock Options or Sweat Equity. As on March 31,2015, none of the
Directors or the Company held instruments convertible into equity
shares of the Company.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on corporate governance practices followed by the
Company forms an integral part of this Report as Annexure ''B''.
The requisite Certificate from the Statutory Auditors of the Company
confirming Compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49 is attached to this Report as
Annexure ''C''.
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility
(CSR), the Company has undertaken or contributed funds for various
activities in the areas of Education, Healthcare, preventive
Healthcare, Sanitation, Environmental Sustainabilities etc. These
activities are largely in accordance with Schedule VII of the Companies
Act, 2013 and Company''s CSR Policy. The report on CSR activities as
required under Companies (Corporate Social Responsibility Policy)
Rules, 2014 is set out in Annexure ''D'' forming part of this Report.
Company is in the process of identifying specific projects which can
contribute to the overall social and economic growth, development and
prosperity of the communities residing in the vicinity of operations of
the Company. During the year under review, Company has spent Rs. 0.21
Million towards CSR activities against Rs. 5.98 Million to be spent as
per Sec. 135 of the Companies Act, 2013.
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 (IA) function is defined in the Internal Audit Manual.
To maintain its objectivity and effectiveness, the Internal Audit
function reports directly to the Chairman / CEO of the Company.
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 and its subsidiaries. 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 corrective actions thereon are presented to the Audit
Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil policy and mechanism to deal with instance of
fraud and mismanagement, if any.
This policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meeted
out to any person for a genuinely raised concern. A high level
Committee has been constituted which looks into the complaints raised.
BUSINESS RISK MANAGEMENT
Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of
the Listing Agreement, the Company has constituted a Business Risk
Management Committee. The details of the committee and its terms of
reference are set out in the Corporate Governance Report forming part
of the Boards Report.
At present the Company has not identified any risk, which may threaten
the existence of the Company.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return in form No. MGT-9 as per Section 134(3)(a)
of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts)
Rules, 2014 and Rule 12 of Companies (Management & Administration)
Rules, 2014 duly certified by the Practising Company Secretary is
annexed hereto as Annexure ''E'' and forms part of this report.
FIXED DEPOSITS
The Company''s balance of Deposits as on March 31,2015 was Rs. 7.34
Million (Previous Yfear : Rs. 22.88 Million). The Company did not
accept any deposits from the public falling within the ambit of Section
73 of the Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014 during the year nor defaulted on any repayment or
interest payments due thereon.
LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to Financial Statements.
RELATED PARTIES TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm''s length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons, which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee
and the Board for approval. Prior omnibus approval of the Audit
Committee is obtained for the transactions. A statement giving details
of all related party transactions is placed before the Audit Committee
and the Board of Directors for their approval.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company at its Meeting held on August 14,
2014 appointed Smt. Aarti Shah as an Additional Director of the Company
w.e.f. the date on which DIN will be allotted by the Ministry of
Corporate Affairs to hold the office till the conclusion of next Annual
General Meeting. Being eligible, she offers herself for reappointment.
The Board recommends that she be appointed as Independent Director of
the Company for a period of 5 (five) consecutive years w.e.f. October
24, 2014, not liable to retire by rotation.
The Board of Directors had on the recommendation of the Nomination &
Remuneration Committee and subject to the approvals of the Members at
the forthcoming Annual General Meeting and such other approvals,
consent and sanctions as may be necessary appointed Shri Neeraj Garg as
a Chief Operating Officer (COO) of the Company w.e.f. January 19, 2015
and as an Additional and Whole Time Director of the Company for a
period of 5 years with effect from February 13, 2015. His term of
office as Additional Director is till the conclusion of next Annual
General Meeting. Being eligible, he offers himself for reappointment.
The Board recommends that he be appointed as a Whole Time Director of
the Company for a period of 5 (five) consecutive years w.e.f. February
13, 2015, liable to retire by rotation.
As per the provisions of the Companies Act, 2013 and in terms of the
Articles of Association of the Company, Shri Umeshkumar More, Executive
Chairman of the Company, retire by rotation and being eligible, offered
himself for re-appointment.
Shri Yogesh Samat, Independent Director resigned with effect from
August 14, 2014. The Directors place on record their appreciation of
the contribution made by Shri Yagesh Samat during the tenure of his
Directorship.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year four Board Meetings and four Audit Committee
Meetings were convened and held. The details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
AUDIT COMMITTEE
In accordance with the provisions of the Listing Agreement and
Corporate Governance, the Company has constituted an Audit Committee.
The Committee comprised of following Directors viz., Shri Suresh Pareek
(Chairman), Shri Nirajkumar More, Shri Madan Mohan Chaturvedi, Shri
Karunchandra Srivastava and Shri Tarun Govil as members.
The Audit Committee acts in accordance with the terms of reference
specified from time to time by the Board.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has been employing about 100 women employees in various
cadres. The Company has in place an Anti Sexual harassment policy in
line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaint
Redressal Committee was also constituted to redress the complaint of
Sexual Harassment. All employees (permanent, contractual, temporary,
trainees) are covered under the policy. Compliant received from an
employee during the financial year 2014-15 was effectively redressed.
No complaint is outstanding as on 31-03-2015 for redressal.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section I34(3)(c) of the Companies
Act, 2013:
a. that in the preparation of the annual financial statements for the
year ended March 31,2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
b. that such accounting policies as mentioned in Note No. I of the
Notes to the Financial Statements have been selected and applied
consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31,2015 and of the profit of the
Company for the year ended on that date;
c. 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;
d. that the annual financial statements have been prepared on a going
concern basis;
e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
SUBSIDIARY COMPANIES
As on date company have 3 Overseas Subsidiaries viz. Grauer & Weil
(Shanghai) Ltd. at China, Grauer & Weil (UK) Ltd. at United Kingdom and
Growel Chemicals Co. Ltd. at Thailand.
Details of the Subsidiaries form the part of Financial Statements.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Clause 32 of the Listing Agreement with the Stock
Exchange, the Consolidated Financial Statements have been prepared by
your Company in accordance with the requirements of Accounting Standard
21 on Consolidated Financial Statements issued by the Institute of
Chartered Accountants of India. The Audited Consolidated Financial
Statements together with Auditor''s Report thereon forms part of the
Annual Report.
STATUTORY AUDITORS
M/s. M. M. Nissim & Co., Chartered Accountants, Auditors of the Company
retire at the ensuing Annual General Meeting. They are eligible for
re-appointment and have expressed their willingness to act as auditors
if re-appointed. The Company has obtained a consent letter from M/s M.
M. Nissim & Co. u/s 139(1) of the Companies Act, 2013 along with
certificate that appointment, if made, will be in accordance with the
provisions of Sec. 141 of the Companies Act, 2013 and they are not
disqualified to be appointed as Auditors of the Company u/s 141(3) of
the Companies Act, 2013. Members are requested to consider their
appointment upto Conclusion of the 59th AGM of the Company and
authorise the Board to fix their remuneration, as set out in the Notice
convening the Meeting.
COST AUDITORS
The Board has appointed the M/s V J. Talati & Co. as cost auditors for
conducting the audit of cost records of the Company for Chemicals and
Engineering segments of the Company for the financial year 2014-15.
SECRETARIAL AUDITOR
The Board has appointed M/s GMJ & Associates, Firm of Practising
Company Secretaries , to conduct Secretarial Audit for the financial
year 2014- 15. The Secretarial Audit Report for the financial year
ended March 31,2015 is annexed herewith marked as Annexure ''F'' to
this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
AUDITORS'' OBSERVATIONS
The observations of the Auditors contained in their Report have been
adequately dealt with in Note No.''27'' to the Accounts which are
self explanatory and therefore, do not call for any further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to section I34(3)(m) of the Companies Act,
2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014
are given in Annexure ''G'' to this Report.
DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details relating to ratio of remuneration, percentage
increase in remuneration etc. as stipulated under Section 197(12) and
Rule 5(1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 will be provided upon request and same is
available for inspection by the Members at the Registered Office of the
Company on any working days between 10:00 am to 12.00 noon upto the
date of the ensuing AGM. If any Member is interested in obtaining a
copy thereof, such Member may write to the Company Secretary in this
regard.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees'' particulars which is available
for inspection by the Members at the Registered Office of the Company
on any working days between 10:00 am to 12.00 noon upto the date of the
ensuing AGM. If any Member is interested in obtaining a copy thereof,
such Member may write to the Company Secretary in this regard.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company has taken all the necessary steps for safety, environmental
control and protection at all its plants. All plants of the Company
fully comply with the laws, regulations and requirements stipulated by
the concerned Pollution Control Boards.
LISTING
The Equity Shares of the Company are at present listed with BSE
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. The
Company is regular in payment of listing fees.
APPRECIATION
The Directors wish to put on record their appreciation for the support
of all our Bankers and the dedication and support of all our members
and associates. Their efforts continue to be integral to our Company''s
ongoing success.
Registered Office: For & on behalf of the Board of
Growel House, Grauer & Weil [India] Limited
Akurli Road, Kandivli [East],
Mumbai - 400 101 Niraj kumar More Vinod Haritwal
Date: May 29, 2015 Managing Director CEO & Whole Time
Director
Mar 31, 2014
THE SHAREHOLDERS
The Directors have pleasure in presenting their 56th Annual Report
together with the Audited Annual Accounts of the Company for the
financial year ended March 31, 2014.
FINANCIAL RESULTS
Particulars 2013-14 2012-13
Rs. Million Rs. Million
Gross Total Revenue 4637.7 4069.7
Net Revenue 3892.8 3371.2
Earning before Interest,
Depreciation, Tax &
Amortizations (EBIDTA) 640.8 553.9
Profit Before Tax 358.5 238.6
Provision for Tax
(FBT, Current &
Deferred Tax) 50.6 40.3
Net Profit after Tax 307.9 198.3
Add: Profit brought
forward from previous year 44.6 38.1
Profit available for disposal 352.5 236.4
Proposed Dividend
and Tax thereon 42.4 31.8
Transfer to General Reserve 300.0 160.0
Profit carried forward 10.1 44.6
DIVIDEND
Your Board has recommended payment of Dividend for the year ended March
31, 2014 at 16% i.e.16 paise on Equity Shares of Re.1/- each and seeks
your approval for the same.
OPERATIONS
During the period under review, Company recorded a 15.5% growth in net
revenues. However net profit of the Company improved by 55%.
A full analysis and discussion on the business outlook is included in
this Annual Report under the heading ''Management Discussion and
Analysis'' as Annexure A to this Report.
RESEARCH & DEVELOPMENT
The Company lays a strong emphasis on R&D. The Company''s R&D facility
at Mumbai is approved by the Department of Science & Technology,
Government of India. The Company regularly updates and adds new
products in the Chemical, Engineering, Paints as well as Lubricant
areas.
TECHNICAL COLLABORATION
The Company signed a Technology License Agreement with SIDASA, Division
of Cromogenia Units SA, Spain under which SIDASA will make available
its technical expertise in the area of industrial oils and lubricants.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is fully cognizant of its social responsibilities as a
corporate citizen. We regularly undertake projects for the welfare and
upliftment of the people, especially in the areas surrounding our
operations in different parts of the country. Some of the projects /
activities undertaken during the year were:
1. Blood Donation Camp were held at Dadra.
2. As a initiative under ''Lighting Up 101 Lives'' Campaign, Company has
distributed 101 Solar Lamps to the Adivasi tribals located deep in the
forests of Sanjay Gandhi National Park, Borivali, who are still unheard
of electricity, cooking gas etc.
3. Kandy Valley Festival, 2013 was organised especially for the kids
from the age group of 5 years to 15 years, to understand, realise and
recognise the value of money and financial security through saving,
investments concepts and financial instruments.
4. On the World Environment Day, Tree Plantation activity was carried
out at Samba and Dadra Plants.
5. A Yoga Camp was organised at Dadra for the benefit of general
public.
6. At Dadra and Barotiwala, the Company maintains public gardens for
the benefit of local people.
7. Free Eye Check up Camp was organised at Dadra in association with
Lions Eye Hospital, Vapi to provide medical and surgical aid to the
needy and poor people.
8. Company has also contributed to Chief Minister Relief Fund, J & K
Police, Bharat Scouts and Guides and for various other social
activities carried out by Government, Semi Government and Social
Organisations.
FIXED DEPOSITS
The Company''s balance of Deposits as on March 31, 2014 was Rs. 22.88
Million (Previous Year : Rs. 19.43 Million).
BOARD OF DIRECTORS
The Board of Directors of the Company at its Meeting held on May 30,
2014 appointed Mr. Tarun Govil as an Additional Director of the Company
w.e.f. the date on which, he will be allotted DIN by the Ministry of
Corporate Affairs to hold the office till the conclusion of next Annual
General Meeting. Being eligible, he offers himself for reappointment.
The Board recommend that he be appointed as Independent Director of the
Company for a period of 5 (five) consecutive years i.e. up to July 30,
2019, not liable to retire by rotation
As per the provisions of the Companies Act, 1956 and in terms of the
Articles of Association of the Company, Shri Vinod Haritwal and Shri
Karunchandra Srivastava, Directors of your Company, retire by rotation
and being eligible, have offered themselves for re-appointment.
AUDIT COMMITTEE
In accordance with the provisions of the Listing Agreement and
Corporate Governance, the Company has constituted an Audit Committee.
The Committee comprised of following Directors viz., Shri Suresh Pareek
(Chairman), Shri Nirajkumar More, Shri Madan Mohan Chaturvedi, Shri
Karunchandra Srivastava and Shri Yogesh Samat as members.
The Audit Committee acts in accordance with the terms of reference
specified from time to time by the Board.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and adheres to the Corporate Governance
requirements set out by SEBI. The report on Corporate Governance as
stipulated under Clause 49 of the Listing Agreement, forms part of the
Report.
The requisite Certificate from the Statutory Auditors of the Company
confirming Compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49 is attached to this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
a) In the preparations of the Annual Accounts, the applicable
Accounting Standards have been followed.
b) Appropriate policies have been selected and applied consistently and
judgements and estimates wherever made are reasonable and prudent, so
as to give a true and fair view of the state of affairs of the Company
as at March 31, 2014.
c) Proper and sufficient care has been taken for the maintenance of
adequate Accounting Records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the Assets of the Company and for
preventing and detecting fraud and other irregularities.
d) The Annual Accounts have been prepared on a going concern basis.
SUBSIDIARY COMPANIES
The Consolidated Financial Statements presented by the Company include
financial information of its subsidiaries prepared in compliance with
the applicable Accounting Standards. The Ministry of Corporate Affairs,
Government of India vide its Circular No. 5/12/2007-CL-III dated
February 08, 2011 has granted general exemption from attaching the
Balance Sheet, Profit and Loss Account and other documents to the
Balance Sheet of the Company provided certain conditions are fulfilled.
Any Member of the Holding Company is entitled to seek detailed
information at any point of time. The Annual Accounts of the Subsidiary
Companies have also been kept for inspection by any investor at the
Registered Office of the Company.
Details of the Subsidiaries are covered in this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Clause 32 of the Listing Agreement with the Stock
Exchange, the Consolidated Financial Statements have been prepared by
your Company in accordance with the requirements of Accounting Standard
21 on Consolidated Financial Statements issued by the Institute of
Chartered Accountants of India. The Audited Consolidated Financial
Statements together with Auditor''s Report thereon forms part of the
Annual Report.
AUDITORS
M/s. M. M. Nissim And Co., Chartered Accountants, Auditors of the
Company retire at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as
auditors if re-appointed. The Company has obtained a consent letter
from M/s M. M. Nissim And Co. u/s 139(1) of the Companies Act, 2013
along with certificate that appointment, if made will be in accordance
with the provisions of Section 141 of the Companies Act, 2013 and they
are not disqualified to be appointed as Auditors of the Company u/s
141(3) of the Companies Act, 2013. Members are requested to consider
their appointment at a remuneration to be decided by the Board of
Directors for the Financial Year ending March 31, 2015, as set out in
the Notice convening the Meeting.
AUDITORS'' OBSERVATIONS
The observations of the Auditors contained in their Report have been
adequately dealt with in Note No. ''27'' to the Accounts which are self
explanatory and therefore, do not call for any further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are given in ''Annexure C'' to this
Report.
PARTICULARS OF EMPLOYEES
The information required u/s 217(2A) of the Companies Act, 1956, read
with the rules framed hereunder form part of this report. However, as
per provisions of Section 219(1)(b)(iv) of the Act, the report and
accounts are being sent to all the shareholders excluding the statement
of particulars of employees under Section 217(2A) of the Act. Any
shareholder interested in obtaining a copy of the statement may write
to the Secretarial Department at the Company''s Registered Office
Address and the same is available for inspection by Members at the
Registered Office of the Company on any working days between 10:00 a.m
to 12.00 noon up to the date of the ensuing AGM.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company has taken all the necessary steps for safety, environmental
control and protection at all its plants. All plants of the Company
fully comply with the laws, regulations and requirements stipulated by
the concerned Pollution Control Boards.
LISTING
The Equity Shares of the Company are at present listed with BSE
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai  400 001. The
Company is regular in payment of listing fees.
APPRECIATION
The Directors wish to put on record their appreciation for the support
of all our Bankers and the dedication and support of all our members
and associates. Their efforts continue to be integral to our Company''s
ongoing success.
Registered Office: For & on behalf of the Board of
Growel House, Grauer & Weil [India] Limited
Akurli Road, Kandivli (East),
Mumbai - 400 101
Nirajkumar More
Date: 30th May, 2014 Managing Director
Mar 31, 2013
TO THE SHAREHOLDERS
The Directors have pleasure in presenting their 55th Annual Report
together with the Audited Annual Accounts of the Company for the
financial year ended March 31, 2013.
FINANCIAL RESULTS
Particulars 2012-13 2011-12
Rs. Million Rs. Million
Gross Total Revenue 4069.7 3971.8
Net Revenue 3371.2 3360.8
Earning before Interest,
Depreciation, Tax & Amortizations
(EBIDTA) 553.9 613.2
Profit Before Tax 238.6 302.4
Provision for Tax (FBT,
Current & Deferred Tax) 40.3 70.4
Net Profit after Tax 198.3 232.1
Add: Profit brought forward
from previous year 38.1 345.5
Profit available for disposal 236.4 577.6
Proposed Dividend and Tax thereon 31.8 39.5
Transfer to General Reserve 160.0 500.0
Profit carried forward 44.6 38.1
DIVIDEND
Your Board has recommended payment of Dividend for the year ended March
31, 2013 at 12% i.e. 12 paise on Equity Shares of Re. 1/- each and
seeks your approval for the same.
OPERATIONS
During the period under review, Company recorded a marginal growth in
revenues. However net profit of the Company declined by 14.56%.
A full analysis and discussion on the business outlook is included in
this Annual Report under the heading ÂManagement Discussion and
Analysis'' as Annexure A to this Report.
RESEARCH & DEVELOPMENT
The Company lays a strong emphasis on R&D. Apart from the steady flow
of updation and addition of products in the Chemical and Engineering
divisions, of the Company took significant steps to strengthen the R&D
activity in the Paints and oils & Lubricants division. The Company
expects these steps to yield dividends in near future.
TECHNICAL COLLABORATION
The Company signed a Technology License Agreement with Herbert Schmidt
GmbH & Co. KG (HSO) of Germany under which HSO will make available its
technical expertise in the area of surface finishing with emphasis on
plating on plastics.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is fully cognizant of its social responsibilities as a
corporate citizen. We regularly undertake projects for the welfare and
upliftment of the people, especially in the areas surrounding our
operations in different parts of the country. Some of the projects
were:
1. Blood Donation Camps were held at Dadra and Samba plants.
2. Early Cancer detection camp was organized in association with
Lions, Red Cross Society & Krishna Cancer Detection Centre at Red Cross
Bhavan, Silvassa.
3. A Bhandara was organized on the occasion of Hanuman Jayanti at
Hanuman Temple, Dungra and nearly 8000 to 10000 peoples took benefit of
free meal served.
4. On the World Environment Day, Environmental Awareness Camp was
organized at Kali Bari, Samba and Tree Plantation activity was also
carried out at Samba and Dadra Plants.
5. A Yoga Camp was Organised at Dadra for the benefit of general
public.
6. RCC Cement benches were donated to Van Ganga Garden, Dadra.
7. Public Water hut and Toilets were constructed near Barotiwala -
Haripur Road Bus Stop for use of general public.
8. At Dadra and Barotiwala, the Company maintains public gardens for
the benefit of local people.
9. Free Medical Check up Camp was organized at Rakh Amb Tali, Samba in
collaboration with NYBO and Government Ayurvedic Hospital, Jammu for
the needy and poor people residing in the interior parts of the
village.
10. A Seminar on ÂROAD RAGE'' was organised at Growel 101 Mall,
Kandivli. Prominent personalities from different fields namely - Dr.
Mohankumar Dahikar, Deputy Commissioner of Police (Traffic), Ms. Armin
Wandrewala (Founder & Author - Sanity On Our Roads, SOOR) and Dr. Sajid
Ali Khan of Kohinoor Hospital a noted Clinical Psychologist attended
and addressed the event.
FIXED DEPOSITS
The Company''s balance of Deposits as on March 31, 2013 was Rs.19.43
Million (Previous Year : Rs. 15.88 Million). During the year under
review, Unclaimed Matured Fixed Deposits of Rs. 15,000/- which were
unclaimed as on March 31, 2012 were transferred to Investor Education &
Protection Fund.
BOARD OF DIRECTORS
As per the provisions of the Companies Act, 1956 and in terms of the
Articles of Association of the Company, Shri Rohitkumar More and Shri
Madan Mohan Chaturvedi, Directors of your Company, retire by rotation
and being eligible, have offered themselves for re-appointment.
AUDIT COMMITTEE
In accordance with the provisions of the Listing Agreement and
Corporate Governance, the Company has constituted an Audit Committee.
The Committee comprised of following Directors viz., Shri Suresh Pareek
(Chairman), Shri Nirajkumar More, Shri Madan Mohan Chaturvedi and Shri
K. C. Srivastava as members.
The Board of Directors in its Meeting held on 30th May, 2013 appointed
Shri Yogesh Samat as a Member of the Audit Committee.
The Audit Committee acts in accordance with the terms of reference
specified from time to time by the Board.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance
requirements set out by SEBI. The report on Corporate Governance as
stipulated under Clause 49 of the Listing Agreement forms part of the
Report.
The requisite Certificate from the Statutory Auditors of the Company
confirming Compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49 is attached to this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
a) In the preparations of the Annual Accounts, the applicable
Accounting Standards have been followed.
b) Appropriate policies have been selected and applied consistently and
judgments and estimates wherever made are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the Company as
at March 31, 2013.
c) Proper and sufficient care has been taken for the maintenance of
adequate Accounting Records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the Assets of the Company and for
preventing and detecting fraud and other irregularities.
d) The Annual Accounts have been prepared on a going concern basis.
SUBSIDIARY COMPANIES
The Consolidated Financial Statements presented by the Companies
include financial information of its subsidiaries prepared in
compliance with the applicable Accounting Standards. The Ministry of
Corporate Affairs, Government of India vide its Circular No.
5/12/2007-CL-III dated February 08, 2011 has granted general exemption
under section 212(8) of the Companies Act, 1956, from attaching the
Balance Sheet, Profit and Loss Account and other documents to the
Balance Sheet of the Company provided certain conditions are fulfilled.
Any Member of the Holding and the Subsidiary Companies is entitled to
seek detailed information at any point of time. The Annual Accounts of
the Subsidiary Companies have also been kept for inspection by any
investor at the Registered Office of the Company.
Details of the Subsidiaries are covered in this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Clause 32 of the Listing Agreement with the Stock
Exchange, the Consolidated Financial Statements have been prepared by
your Company in accordance with the requirements of Accounting Standard
21 on Consolidated Financial Statements issued by the Institute of
Chartered Accountants of India. The Audited Consolidated Financial
Statements together with Auditor''s Report thereon forms part of the
Annual Report.
AUDITORS
M/s. M. M. Nissim And Co., Chartered Accountants, Auditors of the
Company retire at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as an
auditors of the Company if re-appointed. The Company has received a
letter from them to the effect that their reappointment, if made, would
be within the limits specified under section 224(1B) of the Companies
Act, 1956. Members are requested to consider their appointment at a
remuneration to be decided by the Board of Directors for the Financial
Year ending March 31, 2014, as set out in the Notice convening the
Meeting.
AUDITORS'' OBSERVATIONS
The observations of the auditors contained in their Report have been
adequately dealt with in the Note No. Â27'' to the Accounts which are
self explanatory and therefore, do not call for any further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are given in ÂAnnexure C'' to this
Report.
PARTICULARS OF EMPLOYEES
The information required u/s 217(2A) of the Companies Act, 1956, read
with the rules framed hereunder form part of this report. However, as
per provisions of Section 219(1)(b)(iv) of the Act, the report and
accounts are being sent to all the shareholders excluding the statement
of particulars of employees under section 217(2A) of the Act. Any
shareholder interested in obtaining a copy of the statement may write
to the Secretarial Department at the Company''s Registered Office
Address and the same is available for inspection by Members at the
Registered Office of the Company on any working days between 10:00 a.m
to 12.00 noon upto the date of the ensuing AGM.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company has taken all the necessary steps for safety, environmental
control and protection at all its plants. All plants of the Company
fully comply with the laws, regulations and requirements stipulated by
the concerned Pollution Control Boards.
LISTING
The Equity Shares of the Company are at present listed with BSE
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai  400 001. The
Company is regular in payment of listing fees.
APPRECIATION
The Directors wish to put on record their appreciation for the support
of all our Bankers and the dedication and support of all our members
and associates. Their efforts continue to be integral to our Company''s
ongoing success.
Registered Office: For & on behalf of the Board of
Growel House, Akurli Road, Grauer & Weil [India] Limited
Kandivli [East],
Mumbai - 400 101
Nirajkumar U. More
Date : 30-05-2013 Managing Director
Mar 31, 2012
The Directors have pleasure in presenting their 54th Annual Report
together with the Audited Annual Accounts of the Company for the
financial year ended March 31, 2012.
FINANCIAL RESULTS
Particulars 2011-12 2010-11
Rs. Million Rs. Million
Gross Operating Revenue 3943.2 3342.7
Net Revenue 3360.8 2835.5
Earning before Interest,
Depreciation, Tax & Amortizations
(EBIDTA) 613.1 433.6
Profit Before Tax 302.4 202.9
Provision for Tax (FBT,
Current & Deferred Tax) 70.3 58.7
Net Profit after Tax 232.1 144.1
Add: Profit brought forward
from previous year 345.5 236.5
Profit available for disposal 577.6 380.6
Proposed Dividend and Tax thereon 39.5 21.1
Transfer to General Reserve 500.0 14.0
Profit carried forward 38.1 345.53
DIVIDEND
Your Board has recommended payment of Dividend for the year ended March
31, 2012 at 15% i.e. 15 paise on Equity Shares of Re. 1/- each and
seeks your approval for the same.
OPERATIONS
The year under review saw a healthy growth of 18.4% in gross sales and
revenues of the Company over the previous year. However the Net Profit
grew at a much higher rate of 61%.
A full analysis and discussion on the business outlook is included in
this Annual Report under the heading 'Management Discussion and
Analysis' as Annexure A to this Report.
RESEARCH & DEVELOPMENT
R&D continues to be one of the main strengths of the Company. To
enhance value addition and to improve quality standards, the Company
has intensified its Research & Development work in backward integration
programmes. Efforts are underway to develop new product lines in
respect of surface finishes including paints, to pave the way for entry
into new market segments.
The engineering division of the company is adopting new technologies
for specialized processes in plating as well as waste water control.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is fully cognizant of its social responsibilities as a
corporate citizen. We regularly undertake projects for the welfare and
upliftment of the people, especially in the areas surrounding our
operations in different parts of the country. Some of the projects
were:
1. An eye check up camp and a blood donation camp were held at the
Dadra plant for the benefit of local people.
2. Black boards, fans, carpets etc. were distributed in local schools
in the vicinity of our Jammu plant.
3. At Dadra and Barotiwala, the Company maintains public gardens for
the benefit of local people.
4. Training workshop for neighbourhood residents to handle man-leopard
conflicts was held in association with the Sanjay Gandhi National Park
on June 4, 2011 to mark World Environment Day
5. Touch, Feel and Shop Treat' was held for the visually impaired
students of the Kamla Mehta Dadar School for The Blind on the occasion
of Rakshabandhan. At this event they experienced the various offerings
and shopped to their heart's content. While visiting the mall they were
treated to snacks and drinks. They also visited the 'Funzone' in the
mall and played a lot of interesting games which they had never
experienced before. The day was a great opportunity for these blind
children to experience festivities in a never before way.
FIXED DEPOSITS
The Company's balance of Deposits as on March 31, 2012 was Rs. 15.88
Million (Previous year: Rs. 8.90 Million). Unclaimed Matured Fixed
Deposits of Rs.15,000/ - which were not claimed as on March 31, 2012
(Previous year: Rs.15,000/-) have been reflected in the books as
payable to Investor Education & Protection Fund. The said amount shall
be transferred to the Investor Education & Protection Fund on due date.
BOARD OF DIRECTORS
Shri Rohan Shah, Director of the Company has resigned from the
Directorship of the Company on March 5, 2012. He was associated with
the Company since March 30, 2004 and has contributed substantially to
the growth and development of the Business of the Company. The Board
has placed on record its appreciation for the invaluable contribution
made by him during his tenure as a Director.
As per the provisions of the Companies Act, 1956 and in terms of the
Articles of Association of the Company, Shri Umeshkumar More and Shri
Yogesh Samat, Directors of your Company, retire by rotation and being
eligible, have offered themselves for re-appointment.
AUDIT COMMITTEE
In accordance with the provisions of the Listing Agreement and
Corporate Governance, the Company has constituted an Audit Committee.
The Committee currently comprises of the following Directors viz., Shri
Suresh Pareek (Chairman), Shri Nirajkumar More, Shri Madan Mohan
Chaturvedi and Shri K. C. Srivastava as members. The Audit Committee
acts in accordance with the terms of reference specified from time to
time by the Board.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance
requirements set out by SEBI. The report on Corporate Governance as
stipulated under Clause 49 of the Listing Agreement forms part of the
Report.
The requisite Certificate from the Auditors of the Company confirming
Compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 2l7(2AA) of the Companies Act, 1956, the Directors
confirm that:
a) In the preparations of the Annual Accounts, the applicable
Accounting Standards have been followed.
b) Appropriate policies have been selected and applied consistently and
judgments and estimates wherever made are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the Company as
at March 31, 2012.
c) Proper and sufficient care has been taken for the maintenance of
adequate Accounting Records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the Assets of the Company and for
preventing and detecting fraud and other irregularities.
d) The Annual Accounts have been prepared on a going concern basis.
SUBSIDIARY COMPANIES
The Consolidated Financial Statements presented by the Company include
financial information of its subsidiaries prepared in compliance with
applicable Accounting Standards. The Ministry of Corporate Affairs,
Government of India vide its Circular No.5/l2/2007-CL-III dated
February
08, 2011 has granted general exemption under section 212(8) of the
Companies Act, 1956, from attaching the Balance Sheet, Profit and Loss
Account and other documents to the Balance Sheet of the Company
provided certain conditions are fulfilled. Any member of the Holding
and the Subsidiary Companies is entitled to seek detailed information
at any point of time. The Annual Accounts of the Subsidiary Companies
have also been kept for inspection by any investor at the Registered
Office of the Company.
Details of the Subsidiaries are covered in this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Clause 32 of the Listing Agreement with the Stock
Exchange, the Consolidated Financial Statements have been prepared by
your Company in accordance with the requirements of Accounting Standard
21 on Consolidated Financial Statements issued by the Institute of
Chartered Accountants of India. The Audited Consolidated Financial
Statements together with Auditor's Report thereon forms part of the
Annual Report.
AUDITORS
M/s. M. M. Nissim And Co., Chartered Accountants, Auditors of the
Company retire at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as
auditors, if re-appointed. The Company has received a letter from them
to the effect that their reappointment, if made, would be within the
limits specified under section 224(lB) of the Companies Act, 1956.
Members are requested to consider their appointment at a remuneration
to be decided by the Board of Directors for the financial year ending
March 3l, 20l3, as set out in the Notice convening the Meeting.
AUDITORS' OBSERVATIONS
The observations of the auditors contained in their Report have been
adequately dealt with in the Note '27' to the Accounts which are self
explanatory and therefore, do not call for any further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to section 2l7(l)(e) of the Companies Act,
l956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, l988 are given in Annexure C' to this
Report.
PARTICULARS OF EMPLOYEES
The information required u/s. 2l7(2A) of the Companies Act, 1956, read
with the rules framed hereunder form part of this report. However, as
per provisions of Section 2l9(l)(b)(iv) of the Act, the report and
accounts are being sent to all the shareholders excluding the statement
of particulars of employees under section 2l7(2A) of the Act. Any
shareholder interested in obtaining a copy of the statement may write
to the Company Secretary at the Company's Registered Office Address and
the same is available for inspection by members at the Registered
Office of the Company on any working days between l0:00 a.m to l2.00
noon upto the date of the ensuing AGM.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company has taken all the necessary steps for safety and
environmental control and protection at all its plants. All plants of
the company fully comply with the laws, regulations and requirements
stipulated by the concerned Pollution Control Boards.
LISTING
The Equity Shares of the Company are at present listed with BSE
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 00l. The
Company is regular in payment of listing fees.
APPRECIATION
The Directors wish to put on record their appreciation for the support
of all our Bankers and the dedication and support of all our members
and associates. Their efforts continue to be integral to our Company's
ongoing success.
Registered Office: For & on behalf of the Board of
Growel House, Akurli Road, Grauer & Weil [India] Limited
Kandivli [East], Mumbai - 400 l0l Nirajkumar U. More
Date : 26-07-20l2 Managing Director
Mar 31, 2011
DIRECTORS' REPORT TO THE SHAREHOLDERS
The Directors have pleasure in presenting their 53rd Annual Report
together with the Audited Annual Accounts of the company for the
financial year ended 31st March, 2011.
FINANCIAL RESULTS
2010-11 2009-10
Rs. Million Rs. Million
Gross Operating Revenue 3353.25 2631.66
Net Revenue 2835.55 2262.62
earning before Interest, Depreciation, Tax &
Amortizations (eBIDTA) 433.62 372.36
Profit Before Tax 202.86 229.37
Provision for Tax (fBT, current & Deferred Tax)58.74 65.14
Net Profit after Tax 144.12 164.23
Add: Profit brought forward from previous
years 236.49 109.42
Profit available for disposal 380.61 273.65
Proposed Dividend and Tax thereon 21.08 21.15
Transfer to General Reserve 14.00 16.00
Profit carried forward 345.53 236.50
SUBDIVISION / SPLITTING OF EQUITY SHARES OF THE COMPANY
Your Board of Directors, subject to the confirmation by the
shareholders of the company, gave their consent, by passing a
Resolution in the Board Meeting held on June 15, 2011, for the sub Ã
division / splitting of 1 equity share of face Value and Paid up Value
of Rs. 10/- each of the company into 10 equity shares of face Value and
Paid up Value of Re. 1/- each and consequential alteration to the
Memorandum and Articles of Association of the company.
Accordingly Notices of Postal Ballot were sent to all the shareholders
of the company on June 20, 2011. The chairman of the company has
declared the results of Postal Ballot on July 26, 2011 and declared as
passed with overwhelming majority (Approx. 99.88%). The relevant
Depositories and The Bombay stock exchange granted their consent and
the share split is effective and accordingly quoted on the stock
exchange. A new IsIN number has been allotted which is INe266D01021.
DIVIDEND
Your Board has recommended payment of Dividend for the year ended 31st
March, 2011 at 8% (Proposed) i.e.0.08 paise on equity shares of Re. 1/-
each and seeks your approval for the same.
OPERATIONS
The year under review saw a good growth in revenues and the gross sales
of the company grew by 25.53% over the last year.
A full analysis and discussion on the business outlook is included in
this Annual Report under the heading 'Management Discussion and
Analysis' as Annexure A to this Report.
STATUS OF ON-GOING PROJECTS
Growel's 101: The Shopping Mall
The second Phase of the shopping Mall became Operational in August,
2010 and has become a popular destination with many renowned brands
operating. The Neo classical architectural theme of the Mall has
presented a unique concept to the city of Mumbai which has been well
appreciated by many and is evident from the increasing number of
footfalls.
RESEARCH & DEVELOPMENT
R&D is the bedrock of the company's technical excellence. The company
continues to regularly invest in R&D and, has built a state-of-art new
central R&D facility, at its existing premises to support a composite
program for development of its surface finishing and other metal
treatment activities amalgamated through its recent acquisitions. The
company remains steadfastly focused on developing and offering products
/ systems that are biodegradable and energy efficient.
FUTURE PROSPECTS
a. The surface Treatment Division of the company has registered a
significant growth in the current year, both in respect of chemicals
and the engineering activities.
b. The Industrial Paints Division is expected to grow by over 50%
compared to the previous year. The company is planning to reorganize
the Production facilities of the Division to cope up with the rising
Demand.
c. The sale of Industrial Lubricants (thru Growel sidasa) is set to
increase by approximately 40% over the last year.
d. The shoppertainment Business is expected to have an exponential
growth by the year end.
FIXED DEPOSITS
The company's balance of Deposits as on March 31, 2011 was Rs. 8.90
Million (Previous year: Rs. 6.64 Million). Unclaimed Matured fixed
Deposits of Rs. 15,000/- which were not claimed as on March 31, 2011
(Previous year: Rs. 15,000/-) have been reflected in the books as
payable to Investor education & Protection fund. The said amount shall
be transferred to the Investor education & Protection fund on due date.
BOARD OF DIRECTORS
The Board has appointed shri Vinod haritwal as an Additional Director
of the company with effect from september 02, 2011. his term will
expire at the forth coming Annual General Meeting. Being eligible, he
offers himself for reappointment and the Board recommends that he be
reappointed. The company has received the required notices along with
security deposits from a member proposing his candidature as Director
of the company.
shri harnish D. Juthani, Whole Time Director of the company has
resigned from the Directorship of the company on March 15, 2011. he was
associated with the Paints Division of company from 2004 onwards and
has contributed substantially to the growth and expansion of Paints
Division (erstwhile Bombay Paints Ltd.) of the company and to bring out
the Paints Division from its BIfR status. The Board will miss his
guidance greatly and has placed on record its appreciation for the
invaluable contribution made by him during his tenure as a Whole Time
Director.
shri Rameshkumar More, Director of the company has resigned from the
Directorship of the company on July 6, 2011. he was associated with the
company since 1982 and has contributed substantially to the growth and
expansion of the Business of the company. The Board has placed on
record its appreciation for the invaluable contribution made by him
during his tenure as a Director.
As per the provisions of the companies Act, 1956, and in terms of the
Articles of Association of the company, shri Rohan shah, shri K. c.
srivastava and shri. suresh Pareek, Directors of your company, retire
by rotation and being eligible, have offered themselves for
re-appointment.
AUDIT COMMITTEE
In accordance with the provisions of the Listing Agreement and
corporate Governance, the company has constituted an Audit committee.
The committee currently comprises of the following Directors viz., shri
suresh Pareek, shri Nirajkumar More, shri Madan Mohan chaturvedi and
shri K. c. srivastava as members. The Audit committee acts in
accordance with the terms of reference specified from time to time by
the Board.
CORPORATE GOVERNANCE
Your company is committed to maintain the highest standards of
corporate Governance and adhere to the corporate Governance
requirements set out by seBI. The report on corporate Governance as
stipulated under clause 49 of the Listing Agreement forms part of the
Report.
The requisite certificate from the Auditors of the company confirming
compliance with the conditions of corporate Governance as stipulated
under the aforesaid clause 49 is attached to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the companies Act, 1956, the Directors
confirm that:
a) In the preparations of the Annual Accounts, the applicable
Accounting standards have been followed.
b) Appropriate policies have been selected and applied consistently and
judgments and estimates wherever made are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the company as
at March 31, 2011.
c) Proper and sufficient care has been taken for the maintenance of
adequate Accounting Records in accordance with the provisions of the
companies Act, 1956, for safeguarding the Assets of the company and for
preventing and detecting fraud and other irregularities.
d) The Annual accounts have been prepared on a going concern basis.
SUBSIDIARY COMPANIES
The consolidated financial statements presented by the company include
financial information of its subsidiaries prepared in compliance with
applicable Accounting standards. The Ministry of corporate Affairs,
Government of India vide its circular No.5/12/2007-cL-III dated
february 08, 2011 has granted general exemption under section 212(8) of
the companies Act, 1956, from attaching the Balance sheet, Profit and
Loss Account and other documents to the Balance sheet of the company
provided certain conditions are fulfilled. Any member of the holding
and the subsidiary company is entitled to seek detailed information at
any point of time. The Annual Accounts of the subsidiary companies have
also been kept for inspection by any investor at the Registered Office
of the company.
Details of the subsidiaries are covered in this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by clause 32 of the Listing Agreement with the stock
exchange, the consolidated financial statements have been prepared by
your company in accordance with the requirements of Accounting standard
21 on consolidated financial statements issued by the Institute of
chartered Accountants of India. The audited consolidated financial
statements together with Auditor's Report thereon forms part of the
Annual Report.
AUDITORS
M/s. M. M. Nissim And co., chartered Accountants, Auditors of the
company retire at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as
auditors, if re-appointed. The company has received a letter from them
to the effect that their reappointment, if made, would be within the
limits specified under section 224(1B) of the companies Act, 1956.
Members are requested to consider their appointment at a remuneration
to be decided by the Board of Directors for the financial year ending
March 31, 2012, as set out in the Notice convening the Meeting.
AUDITORS' OBSERVATIONS
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts given in schedule
'O', which are self explanatory and therefore, do not call for any
further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to section 217(I)(e) of the companies Act,
1956, read with the companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are given in 'Annexure c' to this
Report.
PARTICULARS OF EMPLOYEES
The information required u/s. 217(2A) of the companies Act, 1956, read
with the rules framed hereunder form part of this report. however, as
per provisions of section 219(1)(b)(iv) of the Act, the report and
accounts are being sent to all the shareholders excluding the statement
of particulars of employees under section 217(2A) of the Act. Any
shareholder interested in obtaining a copy of the statement may write
to the company secretary at the company's Registered Office Address and
the same is available for inspection by members at the Registered
Office of the company on working days between 10:00 a.m to 12.00 noon
upto the date of the ensuing AGM.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The company has taken all the necessary steps for safety and
environmental control and protection at all its plants.
LISTING
The equity shares of the company are at present listed with The Bombay
stock exchange Limited, Phiroze Jeejeebhoy Towers, Dalal street, Mumbai
à 400 001. The company is regular in payment of listing fees.
APPRECIATION
The Directors wish to put on record their appreciation for the support
of all our Bankers and the dedication and support of all our members
and associates. Their efforts continue to be integral to our company's
ongoing success.
Registered Office: For & on behalf of the Board of
Growel house, Grauer & Weil [India] Limited
Akurli Road, Kandivli [east],
Mumbai - 400 101 Nirajkumar U. More
Managing Director
Date : 02-09-2011
Mar 31, 2010
The Directors have pleasure in presenting their 52nd Annual Report
together with the Audited Annual Accounts of the Company for the
financial year ended 31 st March, 2010.
FENANCIAL RESULTS
2009-10 2008-09
Rs. Million Rs. Million
Gross Operating Revenue 2631.65 2427.47
Net Revenue 2262.62 2047.56
Earning before Interest,
Depreciation, Tax & Amortizations
(EBiDTA) 372.36 261.79
Profit Before Tax 229.37 134.91
Provision for Tax (FBT, Current &
Deferred Tax) 65.14 9.20
Net Profit after Tax 164.23 125.71
Add: Profit brought forward from
previous years 109.42 6.82
Profit available for disposal 273.65 132.53
Proposed Dividend and Tax thereon 21.15 10.61
Transfer to General Reserve 16.00 12.50
Profit carried forward 236.50 109.42
MERGER OF GROUP COMPANY BOMBAY PAINTS LTD. (BPL)
Your Directors are pleased to inform you that all the procedural
formalities of the Merger of Bombay Paints Ltd. with the Company were
completed and Shares of the Company were allotted to the erstwhile
Shareholders of Bombay Paints Ltd. as directed by the Honble BIFR. All
shares are listed with BSE and freely tradable.
DIVIDEND
Your Board has recommended payment of Dividend for the year ended 3 Ist
March, 2010 at 8% (Proposed) i.e. Rs. 0.80 on Equity Shares of Rs. 10
each and seek your approval for the same.
OPERATIONS
After a challenging 2008-09, the year under review saw a reasonable
growth in revenues and a healthy increase in the profitability. The
gross Sale of the Company grew by 9.76% over the last year and Profit
before Tax grew by 70%.
A full analysis and discussion on the business outlook is included in
this Annual Report under die heading Management Discussion and
Analysis as Annexure A to this Report.
STATUS OF ON-GOING PROJECTS
A) Jammu Project
The Companys plant at Jammu was completed and commercial production
started in June, 2009. Volumes are expected to improve i future, once
the demand picks up. This low cost manufacturing base along with the
fiscal benefits is expected to further improve you Companys
competitive edge.
B) Growels 101: The Shopping Mall
Second Phase of the Shopping Mall has commenced Operations and is
expected to achieve full occupancy as per existing F.S.I, by Decembe
2010. The theme and classical style of decor has ushered in a unique
concept in the city of Mumbai and has been well appreciated by man;
RESEARCH & DEVELOPMENT
R&D is the bedrock of the Companys technical excellence. The Company
continues to regularly invest in R&D and, has built a state-of-art necentral R&D facility, at its existing premises to support a composite
program for development of its surface finishing and other metal
treatmei activities amalgamated through its recent acquisitions. The
Company remains steadfastly focused on developing and offering products
/ systen that are biodegradable and energy efficient.
FUTURE PROSPECTS
a. The Surface Treatment Division of the Company has registered a
significant growth in the current year, both in respect of Chemicals
and tr Engineering activities.
b. The Industrial Paints Division is expected to grow by over 40%
compared to the previous year. The Company is planning to reorganize th
Production facilities of the Division to cope up with the rising
Demand.
c. The sale of Industrial Lubricants (thru Growel Sidasa) is set to
increase by approximately 6 times over the last year.
d. The Shoppertainment Business is expected to stabilize by the year
end.
e. The Company proposes to diversify into other potential areas like
non - conventional power generation and also production techniques /
processes in allied fields.
FIXED DEPOSITS
The Companys balance of Deposits as on March 31, 2010 was Rs. 6.66
Million (Previous year : Rs. 5.61 Million). Unclaimed matured Fixed
Deposits of Rs. 15,000/- which were not claimed as on 31 st March, 2010
(Previous year: Rs. 15,000) have been reflected in the books as payable
to Investor Education & Protection Fund. The said amount shall be
transferred to the Investor Education & Protection Fund on due date.
BOARD OF DIRECTORS
Your Additional Director Shri Hosi N. Karanjia passed away on 4th
August, 2010. The late Shri Hosi N. Karanjia was associated with the
Paints Division for almost Five Decades and has contributed immensely
to the growth of Paints Division. The Board will miss his guidance
greatly and has placed on record its appreciation for the invaluable
contribution made by him during his tenure as a Director.
Shri Harnish D. Juthani was appointed as an Additional Director of the
Company effective from 28th October, 2009. He was also appointed as a
Whole Time Director for a period of Five Years. In terms of Sec. 260 of
the Companies Act, 1956, he shall hold the office only up to the date
of ensuing Annual General Meeting. The Company has received a requisite
Notice in writing from a Member of the Company, proposing his
candidature for the office of Director liable to retire by rotation.
With a view to comply with the requirements of Clause 49 of the Listing
Agreement in respect of the requirements of minimum number of
Independent Directors, the Board has appointed Shri Yogesh Samat as an
Additional Director of the Company w.e.f. 25th August, 2010. In terms
of Sec. 260 of the Companies Act, 1956, he shall hold the office only
up to the date of ensuing Annual General Meeting. The Company has
received a requisite Notice in writing from a Member of the Company
proposing his candidature for the office of a Director liable to retire
by rotation.
As per the provisions of the Companies Act, 1956, and in terms of the
Articles of Association of the Company, Shri Rameshkumar More, Shri
Rohitkumar More and Shri M. M. Chaturvedi, Directors of your Company,
retires by rotation and being eligible, have offered themselves for re-
appointment.
AUDIT COMMITTEE
In accordance with the provisions of the Listing Agreement and
Corporate Governance, the Company has constituted an Audit Committee.
The Committee currently comprises of the following Directors viz., Shri
Suresh Pareek, Shri Nirajkumar More, Shri Madan Mohan Chaturvedi and
Shri K. C. Srivastava as members. The Audit Committee acts in
accordance with the terms of reference specified from time to time by
the Board.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance requirement
set out by SEBI. The report on Corporate Governance as stipulated under
Clause 49 of the Listing Agreement forms part of the Report.
The requisite Certificate from the Auditors of the Company, confirming
Compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
a) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed.
b) Appropriate policies have been selected and applied consistently and
judgments and estimates wherever made are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the Company as
at March 31, 2010.
c) Proper and sufficient care has been taken for the maintenance of
adequate Accounting Records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the Assets of the Company and for
preventing and detecting fraud and other irregularities.
d) The Annual Accounts have been prepared on a going concern basis.
SUBSIDIARY COMPANIES
As required under Section 1 2( I) of the Companies Act, 1956, the
audited Statement of Accounts of Poena Bottling Company Private Limited
and Grauer & Weil (Shanghai) Limited, subsidiaries of your Company, are
attached herewith along with Auditors Reports. A statement under
section 212 of the Companies Act, 1956, is also attached herewith.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Clause 32 of the Listing Agreement with the Stock
Exchange, the Consolidated Financial Statements have been prepared by
your Company in accordance with the requirements of Accounting Standard
21 on Consolidated Financial Statements issued by the Institute of
Chartered Accountants of India. The Audited Consolidated Financial
Statements together with Auditors Report thereon forms part of the
Annual Report.
AUDITORS
M/s. M. M. Nissim And Co., Chartered Accountants, Auditors of the
Company retire at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as
auditors, if re-appointed. The Company has received a letter from them
to the effect that their reappointment, if made, would be within the
limits specified under section 224(1 B) of the Companies Act, 1956.
Members are requested to consider their appointment at a remuneration
to be decided by the Board of Directors for the financial year ending
March 31, 2011, as set out in the Notice convening the Meeting.
AUDITORS OBSERVATIONS
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts given in Schedule
O, which are self explanatory and therefore, do not call for any
further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to section 217(l)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are given in Annexure C to this
Report.
PARTICULARS OF EMPLOYEES
The information required u/s. 217(2A) of the Companies Act, 1956, read
with the rules framed hereunder forms part of this report. However, as
per provisions of Section 219(1 )(b)(rv) of the Act, the report and
accounts are being sent to all the shareholders excluding the statement
of particulars of employees under section 217(2A) of the Act. Any
shareholder interested in obtaining a copy of the statement may write
to the Company Secretary at the Companys Registered Office Address.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company has taken all the necessary steps for safety and
environmental control and protection at all its plants.
LISTING
The Equity Shares of the Company are, at present listed with The Bombay
Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai
- 400 001. The Company is regular in payment of listing fee.
APPRECIATION
The Directors wish to put on record their appreciation for the support
of all our Bankers and the dedication and support of all our members
and associates. Their efforts continue to be integral to our Companys
ongoing success.
Registered Office: For & on behalf of the Board of
Growel House, Grauer & Weil [India] Limited
Akurli Road, Kandivli [East],
Mumbai - 400 101 Umeshkumar More
Chairman
25th August, 2010
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