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Directors Report of GMM Pfaudler Ltd.

Mar 31, 2023

The Directors have pleasure in presenting the Sixtieth Annual Report together with the Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2023.

1. SUMMARY OF THE FINANCIAL RESULTS:

(Rs. in Crore) STANDALONE

Particulars

March 31, 2023

March 31, 2022

Revenue from

operations

(Net of excise duty)

1,074.79

814.82

Profit before tax

131.07

127.02

Profit after tax

98.94

94.96

During the financial year 2022-23, on standalone basis revenue was up by 31.91%, Profit before tax was up by 3.19% and Profit after tax was up by 4.19% as compared to previous financial year.

(Rs. in Crore) CONSOLIDATED

Particulars

March 31, 2023

March 31, 2022

Revenue from operations (Net of excise duty)

3,177.55

2,540.57

Profit before tax

275.24

133.38

Profit after tax

213.50

75.36

During the financial year 2022-23, on consolidated basis revenue was up by 25.07%, Profit before tax was up by 106.35% and Profit after tax was up by 183.31% as compared to previous financial year.

2. SHARE CAPITAL:

During the year under review, there was a change in Authorised Share Capital of the Company from H5 Crore to H10 Crore and change in Paid up Share Capital of the Company from H2.92 Crore to H8.77 Crore due to the issue of Bonus Shares to the Existing Shareholders of the Company in the ratio of 2:1 on July 14, 2022.

Further, there was a change in the paid-up Share Capital of the Company from H8.77 Crore to H8.99 Crore due to the issue of 11,04,724 shares having

face value of H2 per share on a preferential basis on September 29, 2022.

3. ESOP:

With the approval of the shareholders on December 2, 2021 through Postal Ballot, the Company had introduced GMM Pfaudler Employee Stock Option Plan 2021 ("ESOP Plan 2021"), to reward, incentivise and retain eligible employees.

The Nomination and Remuneration Committee of the Company at their meeting held on May 25, 2023 approved grant of 12,600 Stock Options as part of tranche 2 under the ESOP Plan 2021.

The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB") have been placed on the website of the Company and can be accessed at https://www.gmmpfaudler.com/ file/ESOPAnnexure.pdf.

A certificate from M/s. Rathi & Associates, Secretarial Auditors of the Company certifying that the ESOP Plan 2021 has been implemented in accordance with SEBI SBEB Regulations pursuant to the resolution(s) passed by the Shareholders, will be available for electronic inspection at the ensuing Annual General Meeting.

4. TRANSFER TO RESERVES:

During the year under review there was no amount transferred to General Reserve out of the net profits of the Company. Hence, the entire amount of profit has been carried forward to the Profit & Loss Reserve Account.

5. DIVIDEND:

During the year under review, the Board of Directors declared and paid an Interim Dividend of '' 1.00/- per share. The total amount distributed as interim dividend on paid-up share capital for the year amounted to '' 4.49 Crore.

Based on the performance of the Company for the year, the Board of Directors is pleased to recommend a Final Dividend of ''1.00/- on the paid-up share capital for the year amounted to ''4.49 Crores.

The dividend declared and/or paid by the Company for the financial year 2022-23, is in compliance with the Dividend Distribution Policy of the Company.

The Dividend Distribution Policy is set out as Annexure A'' forming a part of this Report and is also available on Company''s website at https://www.gmmpfaudler.com/file/Dividend_ Distribution_Policy.pdf

6. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

In accordance with the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of the Company''s subsidiaries for the financial year ended March 31, 2023 are set out as ''Annexure B'' forming a part of this Report.

The Policy for determining Material Subsidiaries, as approved by the Board, is uploaded on the Company''s website and can be accessed at https://www.gmmpfaudler.com/file/ PolicyfordeterminingMaterialSubisidiaries.pdf.

7. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial reporting as designed and implemented by the Company are adequate and ensure that all transactions are authorized, recorded and reported correctly in a timely manner. During the year under review, no material or serious lapses have been observed by the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

8. INTERNAL CONTROL SYSTEMS:

The Company''s internal control systems are commensurate with the nature of its business, size and complexity of its operations. Appropriate internal control policies and procedures have been setup to ensure compliance with various policies, practices and statutes keeping in view the organization''s pace of growth and increasing complexity of operations. The Internal Auditors carry out extensive audits throughout the year across all functional areas and submit their reports to the Audit Committee to further strengthen the process and make them more effective. The Audit Committee periodically reviews the adequacy and effectiveness of the Company''s internal financial control and implementation of audit recommendations.

9. MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for the year under review, under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate section and forms a part of this Report.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Company has been conducting business in a sustainable manner and to create maximum value for all its stakeholders. Business Responsibility and Sustainability Report for FY23 in accordance with Regulation 34(2) (f) of the SEBI Listing Regulations, forms part of this report.

It describes various initiatives taken by the Company from environment, social and governance perspective.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Regulation 34 of the SEBI Listing Regulations forms an integral part of this Report.

The requisite certificate from Deloitte Haskins & Sells, Chartered Accountants confirming compliance with the conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations is enclosed to the Report on Corporate Governance.

12. CORPORATE SOCIAL RESPONSIBILITY:

The Board has constituted a Corporate Social Responsibility ("CSR") Committee as per the provisions of Section 135 of the Companies Act, 2013 ("the Act"). The Board has also framed a CSR Policy as per the recommendations of the CSR Committee.

The CSR Policy is available on the Company''s website at https://www.gmmpfaudler.com/file/ CorporateSocialResponsibilityPolicy.pdf

The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended March 31, 2023 is provided under Annual Report on CSR prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out as ''Annexure C'' forming a part of this Report.

The Company has setup a CSR Foundation under the name of GMM Pfaudler Foundation, (Section 8 Company), a wholly owned subsidiary of the

Company. The Foundation focuses on activities relating to healthcare, education and environment in line with the Company''s CSR policy.

13. RELATED PARTY TRANSACTIONS:

All related party transactions entered by the Company during the financial year were in accordance with the Policy on dealing with related party transactions formulated and adopted by the Company. These transactions have been reviewed and certified by an Independent Consultant and approved by the Audit Committee and reviewed by it on a periodic basis.

The Board of Directors on recommendations of the Audit Committee approved the revised ''Policy on related party transactions'' of the Company to align it with the amendments notified by SEBI. Policy on dealing with related party transactions is available on the Company''s website at https://www.gmmpfaudler.com/file/ PolicyonRelatedPartyTransactions.pdf

The particulars of material contracts or arrangements with related parties entered by the Company during financial year ended March 31, 2023 are given in prescribed Form AOC - 2 set out in ''Annexure D'' forming a part of this Report.

Except as stated above:

a) All contracts/arrangements/transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on arm''s length basis in terms of provisions of the Act:

b) No contracts or arrangements entered into under Section 188(1) of the Act and

c) No materially significant related party transaction that may have potential conflict with the interest of the Company at large.

The particulars of contracts or arrangements entered into with the related party are set out in Note 41 to the standalone financial statements of the Company forming part of the Annual Report.

The Company in terms of Regulation 23 of the SEBI Listing Regulations submits within the stipulated time from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions to the stock exchanges, in the format specified in the relevant accounting standards and SEBI.

14. RISK MANAGEMENT POLICY:

The Company recognises that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner.

The Company continuously sharpens its risk management systems and processes in line with a rapidly changing business environment. Accordingly, the Company has a Risk Management policy to ensure sustainable growth of the organisation and to promote pro-active approach in evaluating, mitigating, and reporting such risks associated with the business. The said policy is available on the Company''s website at https://www.gmmpfaudler.com/file/Risk_ Management_Policy.pdf

The Risk Management Committee ("RMC") of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and to ensure that key strategic and business risks are identified and addressed by the management. A sub-committee of the RMC named Executive Risk Management Council ("ERMC") consistently monitors and records changes in the business environment, threats and factors impacting the risk profile of the Company. The ERMC tracks and reports the implementation of the risk mitigation plans to the RMC which in turn reports to the Board of Directors.

Necessary information on the reference to the RMC, including meetings of the RMC held during the year and other related information are furnished in the Corporate Governance Report attached herewith and forms part of this Report.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):A. DIRECTORS:

The present composition of the Board is in compliance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations.

During the year under review, Mr. Prakash Apte was appointed as an Independent Director with effect from May 25, 2022. Dr. Sivaram retired as Chairperson and Independent Director of the Company with effect from the end of business hours on September 19, 2022. Consequent to the retirement of Dr. Sivaram, Mr. Prakash Apte, Independent Director has succeeded as the

Chairperson of the Company with effect from September 20, 2022.

As on date, Mr. Prakash Apte, Mr. Nakul Toshniwal, Ms. Bhawana Mishra and Mr. Vivek Bhatia are the Independent Directors on the Board. All the Independent Directors have given a declaration to the Board that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations as amended from time to time. The Independent Directors have also confirmed that they have complied with the provisions of Schedule IV of the Act and the Company''s Code of Conduct.

The Company''s Board is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in industry knowledge and they hold highest standard of integrity. All Independent Directors of the Company have registered their name in the data bank maintained with the Indian Institute of Corporate Affairs in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Pursuant to the provisions of Section 152 of the Act, Mr. Malte Woweries, Director being longest in the office, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends his appointment in accordance with the provisions of the Act.

All Directors have given a certificate to the Compliance Officer confirming the adherence to the Code of Conduct & Ethics Policy of the Company for the financial year 2022-23.

B. KEY MANAGERIAL PERSONNEL:

During the year under review, there is no change in the Key Managerial Personnel of the Company. As on date, Mr. Tarak Patel, Managing Director, Mr. Aseem Joshi, Chief Executive Officer, Mr. Manish Poddar, Chief Financial Officer and Ms. Mittal Mehta, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

C. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act, and in relation to the audited financial statements of the Company for the year ended March 31, 2023, the Board of Directors hereby confirms that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

D. MEETINGS OF THE BOARD:

Seven (7) Meetings of the Board of Directors were held during the financial year ended March 31, 2023. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

E. AUDIT COMMITTEE:

The Audit Committee as on March 31, 2023 comprised of four members viz. Mr. Vivek Bhatia, (Chairperson), Mr. Prakash Apte (Member), Mr. Nakul Toshniwal (Member) are Independent Directors and Mr. Malte Woweries (Member) is a Non-Executive Director.

The details of meetings of the Committee held during the financial year under review along with attendance of members thereof and Role of the Audit Committee are provided in the Corporate Governance Report annexed to this Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

F. STAKEHOLDERS RELATIONSHIP COMMITTEE & NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to Section 178 of the Act, the Nomination and Remuneration Committee and Stakeholders Relationship Committee were constituted by the Board of Directors to deal with the matters as specified in the reference given to the respective committees.

The details of roles, powers and meetings of the Committees held during the financial year under review along with attendance of members thereof and status of grievances received from various stakeholders during the financial year are furnished in the Corporate Governance Report annexed to this Report.

G. NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board of Directors has formulated a Policy which set standards for the nomination, remuneration and evaluation of the Directors & Key Managerial Personnel and aims to achieve a balance of merit, experience and skills amongst its Directors and Key Managerial Personnel.

The Nomination, Remuneration and Evaluation Policy is available on website of Company at https://www.gmmpfaudler.com/file/ NominationRemuneration&EvaluationPolicy.pdf

H. BOARD EVALUATION:

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The Nomination Remuneration and Evaluation Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole.

In order to have a fair and unbiased view of all the Directors, the Company used a secured online application of an external agency which helped maintain anonymity of the evaluation feedback.

The Independent Directors at their separate meeting reviewed the performance of:

• Non-Independent Directors and the Board as a whole;

• Chairperson of the Company after taking into account the views of Executive Directors and Non-Executive Directors;

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

The Directors were satisfied with the evaluation process undertaken during the year. Further, in the opinion of the Board, all the Directors and in particular Independent Directors possess utmost integrity, professional expertise and requisite experience including proficiency.

I. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The Familiarization Programme for the Board and details of various familiarization programmes conducted during the year ended March 31, 2023 are available on the Company''s website at https://www.gmmpfaudler. com/file/FamiliarizationProgrammeFY23.pdf

16. VIGIL MECHANISM

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations.

The Company has constituted an Ethics Committee to receive and investigate complaints received under the Whistle Blower Policy.

It gives a platform to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints.

The mechanism ensures adequate protection and safeguards from any victimization on reporting of unethical practices and irregularities. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Whistle Blower Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at https://www.gmmpfaudler.com/file/ WhistleBlowerPolicy.pdf

17. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company believes that all its employees have the right to be treated with dignity and is committed to providing a safe and conducive work environment.

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, the Company has not received any complaint of sexual harassment. The policy formulated by the Company for Prevention of Sexual Harassment is available on the website of the Company at https://www.gmmpfaudler. com/file/AntiSexualHarrassmentPolicynew.pdf

18. AUDITORS AND AUDITORS'' REPORT:

A. STATUTORY AUDITORS:

M/s. Deloitte, Haskins & Sells, Chartered Accountants (FRN 117365W) were re-appointed as Statutory Auditors of the Company, for a second term of consecutive five years, i.e. from the conclusion of 57th Annual General Meeting held on August 27, 2020 till the conclusion of 62nd Annual General Meeting by the shareholders of the Company. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors'' Report for the financial year ended March 31, 2023 report does not contain any reservation, qualification or adverse remark. The notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

B. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and Rules made there under, the Board of Directors had appointed M/s. Rathi and Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report obtained pursuant to the provisions of Section 204 of the Act and Rules made there under, from M/s. Rathi and Associates, Practicing Company Secretaries for the financial year 2022-23 is set out at ''Annexure E'' forming a part of this Report and does not contain any reservation, qualification or adverse remark.

Further, the Board of Directors at their meeting held on May 25, 2023 have re-appointed M/s. Rathi and Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2023-24.

C. COST AUDITORS:

Pursuant to Section 148 of the Act read with the Companies (Cost Record and Audit) Rules, 2014, the Board of Directors of your Company on recommendation of the Audit Committee appointed M/s. Dalwadi & Associates, Cost Accountants, Ahmedabad as Cost Auditors of the Company for the financial year 2022-23.

Further, the Board of Directors, on recommendation of the Audit Committee at their meeting held on May 25, 2023 have re-appointed M/s. Dalwadi & Associates, Cost Accountants for conducting audit of the cost accounting records maintained by the Company in respect of its manufacturing activities for the financial year 2023-24.

As required under the Act, the remuneration payable to the Cost Auditor has to be placed before the Members at a general meeting for ratification. Hence, a resolution relating to the same forms part of the Notice convening the AGM.

D. INTERNAL AUDITORS:

M/s. Mazars conducted internal audit of the Company for FY23. Significant audit observations and corrective actions thereon were presented to the Audit Committee on a regular basis. No instances of fraud, suspected fraud, irregularity or failure of internal control systems of material nature were reported by the internal auditors during the year.

The current term of Mazars as Internal Auditors of the Company expired on March 31, 2023 as per the guidance note for appointment of Statutory Auditors & Internal Auditors of the Company.

The Board of Directors have appointed Ernst & Young LLP as Internal Auditors of the Company for the financial year 2023-24.

E. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review and other disclosures under Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 are set out at ''Annexure G'' forming a part of this Report.

F. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The particulars of loans given and investments made during the financial year under Section 186 of the Act are given at Notes forming part of the Financial Statements.

G. PAYMENT OF REMUNERATION / COMMISSION TO MANAGING DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANIES:

During the year under review, Mr. Tarak Patel, Managing Director received a remuneration of CHF 32,500 from Mavag AG, wholly owned subsidiary of the Company as sitting fees for attending its Board meetings.

H. INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 123 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, the amounts of dividends remaining unclaimed for a period of seven years and shares thereon are required to be transferred to the Investor Education and Protection Fund ("IEPF"); details of which are available on the Company''s website at https://www.gmmpfaudler.com/investors/ shareholders-center/unclaimed-data

During the year under review, the Company has transferred ''400,507 on account of unclaimed/ unpaid dividend along with corresponding 460 equity shares of face value ''2/- each to the IEPF.

Details of the Nodal Officer appointed under the said provisions are:

Ms. Mittal Mehta, Company Secretary & Compliance Officer, Email: mittal.mehta@ gmmpfaudler.com

19. CREDIT RATING:

During the year under review, CRISIL Ratings Ltd. vide its report dated February 3, 2023 has reaffirmed the Company''s long-term banking facilities the CRISIL AA-/Stable. CRISIL has also re-affirmed short-term banking facility ratings at CRISIL A1 . Further, ICRA Ltd vide its report dated August 16, 2022 has reaffirmed the Company''s long-term banking facilities the [ICRA]AA-(Stable) and re- affirmed short-term banking facility ratings at [ICRA]A1 .

The above ratings are considered to have a high degree of safety regarding timely payment of financial obligations carrying lowest credit risk.

20. STATUTORY STATEMENTS:

A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the the ''Act'' read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are set out at ''Annexure F'' forming a part of this Report.

B. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

There have been no material changes and commitments affecting the financial position of the Company since the closure of the financial year i.e. since March 31, 2023.

C. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which could have impact on the going concern status and on the Company''s operations in future.

D. ANNUAL RETURN:

The Annual Return of the Company for the financial year ended March 31, 2023 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on the Company''s website at https://www.gmmpfaudler. com/file/Annual-Return-FY23.pdf

21. GENERAL:

The Board of Directors confirm that no disclosure

or reporting is required in respect of the following

matters as there were no transactions on these

matters during the financial year 2022-23:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of sweat equity shares.

3. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

4. Material or serious instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and Rules made there under.

5. Change in the nature of business of the Company.

6. Revision of financial statements of the Company pertaining to previous financial years, during the year.

7. Acceptance or renewal any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the

Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

8. Application made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

9. Disclosure of the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

The Board of Directors confirm that the Company has complied with the applicable Secretarial Standards issued by ICSI on Meetings of the Board of Directors and General Meetings.

22. ACKNOWLEDGEMENT:

The Board of Directors of the Company acknowledge with gratitude the support received from shareholders, bankers, customers, suppliers, business partners, regulatory and government authorities. The Directors recognize and appreciate the efforts of all employees that ensured accelerated growth in a challenging business environment.


Mar 31, 2022

The Directors have pleasure in presenting the Fifty Ninth Annual Report together with the Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2022.

1. SUMMARY OF THE FINANCIAL RESULTS:

('' in Crore) STANDALONE

Particulars

March 31, 2022

March 31, 2021

Revenue from

operations

(Net of excise duty)

814.82

640.81

Profit before tax

127.02

125.90

Profit after tax

94.96

95.10

During the financial year 2021-22, on standalone basis revenue was up by 27%, Profit before tax was up by 1% and Profit after tax was stable as compared to previous financial year.

('' in Crore) CONSOLIDATED

Particulars

March 31, 2022

March 31, 2021

Revenue from operations (Net of excise duty)

2,540.57

1,001.12

Profit before tax

133.38

68.06

Profit after tax

75.36

63.55

During the financial year 2021-22, on consolidated basis revenue was up by 154%, Profit before tax was up by 96% and Profit after tax was up by 19% as compared to previous financial year.

2. Share Capital:

There was no change in Authorised and Paid up Share Capital of the Company and neither there was any reclassification nor sub-division of equity shares during the year under review.

The Board of Directors at their meeting held on May 25, 2022 approved increase in the authorized capital of the Company from H5 crore to H10 crore for the purpose of issue of Bonus shares to the eligible shareholders in the ratio of 2:1.

3. ESOP:

The Board of Directors at their meeting held on October 28, 2021 approved the GMM Pfaudler Employee Stock Option Plan 2021 ("ESOP Plan 2021") for issuance of 51,161 stock options representing ~0.35% of the total paid-up share capital of the Company and the same has been approved by the Shareholders of the Company on December 2, 2021 through Postal Ballot.

The Nomination and Remuneration Committee at their meeting held on February 1, 2022 approved grant of 41,700 stock options out of the total 51,161 stock options to the Eligible Employees of the Company and its subsidiaries under the ESOP Plan 2021.

The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations") have been placed on the website of the Company and can be accessed at https://www.gmmpfaudler.com/index.php/file/ ESOP2021.pdf

A certificate from M/s. Rathi & Associates, Secretarial Auditors of the Company certifying that the ESOP Plan 2021 has been implemented in accordance with SEBI SBEB Regulations pursuant to the resolution(s) passed by the Shareholders, will be available for inspection at the ensuing Annual General Meeting.

4. TRANSFER TO RESERVES:

During the year under review there was no amount transferred to General Reserve out of the net profits of the Company for the financial year 2021-22. Hence, the entire amount of profit has been carried forward to the Profit & Loss Reserve Account.

5. DIVIDEND:

During the year under review, the Board of Directors declared and paid three interim dividends of H1.00/- per share each aggregating to H3.00/- per share. The total amount distributed as interim dividends on the paid-up share capital for the year amounted to H4.39 Crore.

Based on the performance of the Company for the year, the Board of Directors is pleased to recommend a final dividend of H3/- per equity share on 1,46,17,500 equity shares [having a face value of H2/- each] (pre-bonus), which translates to H1/- per equity share on 4,38,52,500 equity shares [having face value of H2/- each] (postbonus) subject to approval of Shareholders at the Annual General Meeting, which if approved, will absorb H4.39 crore towards dividend.

The dividend declared and/or paid by the Company for the financial year 2021-22, is in compliance with the Dividend Distribution Policy.

The Dividend Distribution Policy of the Company is set out as ''Annexure A'' forming a part of this Report and is also available on Company''s website at https://www.gmmpfaudler.com/index. php/file/Dividend_Distribution_Policy.pdf.

6. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The performance and financial position of the Company''s subsidiaries for the financial year ended March 31, 2022 are set out as ''Annexure B'' forming a part of this Report.

The Policy for determining Material Subsidiaries, as approved by the Board, is uploaded on the Company''s website and can be accessed at https://www.gmmpfaudler.com/index.php/file/ PolicyfordeterminingMaterialSubisidiaries.pdf.

7. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial reporting as designed and implemented by the Company are adequate and ensures that all transactions are authorized, recorded and reported correctly in a timely manner. During the year under review, no material or serious lapses have been observed by the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

8. INTERNAL CONTROL SYSTEMS:

The Company''s internal control systems are commensurate with the nature of its business, size and complexity of its operations. Appropriate internal control policies and procedures have been setup to ensure compliance with various policies, practices and statutes keeping in view the organization''s pace of growth and increasing complexity of operations. The Internal Auditors carry out extensive audits throughout

the year across all functional areas and submit their reports to the Audit Committee to further strengthen the process and make them more effective. The Audit Committee periodically reviews the adequacy and effectiveness of the Company''s internal financial control and implementation of audit recommendation.

9. MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for the year under review, under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate section and forms a part of this Report.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

SEBI vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f. May 5, 2021, has introduced new reporting requirements for the top 1000 listed companies with effect from the financial year 2022-23 on ESG (Environment, Social and Governance) parameters called the Business Responsibility and Sustainability Report (BRSR).

The Company has voluntarily submitted Business Responsibility and Sustainability Report in place of the Business Responsibility Report for the financial year 2021-22. The BRSR sets out various initiatives taken by the Company on the environmental, social and governance front, is presented in a separate section and forms a part of this Report.

The Company has embarked on the ESG (Environment, Social and Governance) Excellence Journey to nurture long-term business sustainability and create value for all its stakeholders. Towards this objective, the Company has prepared a 3-year ESG Strategy and Roadmap. Detailed information regarding the same is furnished in the ESG Report which forms part of this Annual Report.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Regulation 34 of the SEBI Listing Regulations forms an integral part of this Report.

The requisite certificate from Deloitte Haskins & Sells, Chartered Accountants confirming compliance with the conditions of corporate governance as stipulated under Schedule V of

the SEBI Listing Regulations is enclosed to the Report on Corporate Governance.

12. CORPORATE SOCIAL RESPONSIBILITY:

The Board has constituted a Corporate Social Responsibility ("CSR") Committee as per the provisions of Section 135 of the Companies Act, 2013 ("the Act"). The Board has also framed a CSR Policy as per the recommendations of the CSR Committee.

The CSR Policy is available on the Company''s website at https://www.gmmpfaudler.com/index. php/file/CorporateSocialResponsibilityPolicy.pdf

The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended March 31, 2022 is provided under Annual Report on CSR prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out as Annexure C'' forming a part of this Report.

The Company has established a CSR Foundation under the name of GMM Pfaudler Foundation, (Section 8 Company), a wholly owned subsidiary of the Company on March 8, 2022. The Foundation will focus on activities relating to healthcare, education, environment and disaster relief in line with Company''s CSR policy.

13. RELATED PARTY TRANSACTIONS:

All related party transactions entered by the Company during the financial year were in accordance with the Policy on dealing with related party transactions formulated and adopted by the Company. These transactions have been reviewed and certified by an Independent Consultant and approved by the Audit Committee.

The SEBI vide amendments to the SEBI Listing Regulations had introduced substantial changes in the related party transaction framework, inter alia, by enhancing the purview of the definition of related party, and overall scope of transactions with related parties effective April 1, 2022 or unless otherwise specified in the said amendment.

The Board of Directors on recommendations of the Audit Committee approved the revised ''Policy on related party transactions'' of the Company to align it with the amendments notified by SEBI. Policy on dealing with related party transactions, is available on the Company''s website at https://www.gmmpfaudler.com/index.php/file/ PolicyonRelatedPartyTransactions.pdf

All contracts/arrangements/transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on arm''s length basis in terms of provisions of the Act. Further, there are no contracts or arrangements entered into under Section 188(1) of the Act, hence no justification has been separately provided in that regard.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The particulars of contracts or arrangements entered into with the related party are set out in Note 41 to the standalone financial statements of the Company forming part of the Annual Report. The Company in terms of Regulation 23 of the SEBI Listing Regulations submits within the stipulated time from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis to the stock exchanges, in the format specified in the relevant accounting standards and SEBI.

14. RISK MANAGEMENT POLICY:

The Company continuously sharpens its risk management systems and processes in line with a rapidly changing business environment. Accordingly, the Company has revised its Risk Management policy to ensure sustainable growth of the organisation and to promote pro-active approach in evaluating, mitigating, and reporting such risks associated with the business. The said policy is available on the Company''s website at https://www.gmmpfaudler.com/index.php/file/ Risk_Management_Policy.pdf

The Risk Management Committee (RMC) of the Board facilitates implementation of Risk Management Policy and Framework. RMC also apprises the Board about the evolving changes in the risk universe (landscape) and recommends actions to be taken.

A sub-committee of the RMC named Executive Risk Management Council (ERMC) has been formed to consistently monitor and record changes in the business environment, threats and factors impacting the risk profile of the Company. The ERMC tracks and reports the implementation of the risk mitigation plans to the RMC which in turn reports to the Board of Directors.

Necessary information on the reference to the Committee, meetings of the Risk Management Committee held during the year and other related

information are furnished in the Corporate Governance Report attached herewith and forms part of this Report.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):A. DIRECTORS:

The present composition of the Board is in compliance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations.

During the year under review, Mr. Thomas Kehl and Mr. Alexander Pompner (Pfaudler Representatives) resigned as Directors of the Company w.e.f. the end of business hours on May 28, 2021. Mr. Malte Woweries was appointed as a Non-Executive Director and Representative of Pfaudler w.e.f. May 28, 2021 in the casual vacancy caused by resignation of Mr. Alexander Pompner. The Board of Directors appointed Mr. Prakash Apte as an Independent Director of the Company w.e.f. May 25, 2022, subject to approval by the Shareholders. Mr. Apte shall succeed as Chairman of the Company post retirement of Dr. S. Sivaram at the ensuing 59th Annual General Meeting ("AGM").

As on date, Dr. S. Sivaram, Mr. Prakash Apte, Mr. Nakul Toshniwal, Ms. Bhawana Mishra and Mr. Vivek Bhatia are the Independent Directors on the Board. All the Independent Directors have given a declaration to the Board that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations as amended from time to time.

Pursuant to the provisions of Section 152 of the Act, Mr. Harsh Gupta, Director being longest in the office, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends his appointment in accordance with the provisions of the Act.

All Directors have given a certificate to the Compliance Officer confirming the adherence to the Code of Conduct & Ethics Policy of the Company for the financial year 2021-22.

B. KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Aseem Joshi was appointed as the Chief Executive Officer of the Company w.e.f. November 8, 2021. Mr. Ashok Pillai retired with effect from the close of business hours of March 31, 2022 and consequently ceased to be

the Chief Operating Officer and a Key Managerial Personnel ("KMP") of the Company.

Accordingly, Mr. Tarak Patel, Managing Director, Mr. Aseem Joshi, Chief Executive Officer, Mr. Manish Poddar, Chief Financial Officer and Ms. Mittal Mehta, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

The Company successfully implemented the ''Accelerated Integration Plan'' for the recently hired CEO, Mr. Aseem Joshi through Egon Zehnder, an independent consultant. The said Plan helped the Company to minimize the time taken to reach full effectiveness by focusing on the right priorities and successfully addressing specific hurdles, thereby building a foundation and unleashing potential early on.

C. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act, and in relation to the audited financial statements of the Company for the year ended March 31, 2022, the Board of Directors hereby confirms that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

D. MEETINGS OF THE BOARD:

Four (4) Meetings of the Board of Directors were held during the financial year ended March 31, 2022. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

E. AUDIT COMMITTEE:

The Audit Committee as on March 31, 2022 comprised of four members viz. Dr. S. Sivaram, Mr. Nakul Toshniwal, Mr. Vivek Bhatia, Independent Directors and Mr. Malte Woweries, Non Executive Director.

The details of meetings of the Committee held during the financial year under review along with attendance of members thereof, changes in the composition of Audit Committee during the year and period till date and Role of the Audit Committee are provided in the Corporate Governance Report annexed to this Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

F. STAKEHOLDERS RELATIONSHIP COMMITTEE & NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to Section 178 of the Act, the Nomination and Remuneration Committee and Stakeholders Relationship Committee were constituted by the Board of Directors to deal with the matters as specified in the reference given to the respective committees.

The details of roles, powers and meetings of the Committees held during the financial year under review along with attendance of members thereof and status of grievances received from various stakeholders during the financial year are furnished in the Corporate Governance Report annexed to this Report.

G. NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board of Directors has formulated a Policy which set standards for the nomination, remuneration and evaluation of the Directors and Key Managerial Personnel and aims to achieve a balance of merit, experience and skills amongst its Directors and Key Managerial Personnel.

The Nomination and Remuneration and Evaluation Policy is available on the website of the Company at https://www.gmmpfaudler.com/index.php/file/ NominationRemuneration&EvaluationPolicy.pdf

H. BOARD EVALUATION:

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The Nomination Remuneration and Evaluation Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole.

The Independent Directors at their separate meeting reviewed the performance of:

• Non-Independent Directors and the Board as a whole;

• Chairman of the Company after taking into account the views of Executive Directors and Non-Executive Directors;

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

The Directors were satisfied with the evaluation process undertaken during the year. Further, in the opinion of the Board, all the Directors and in particular Independent Directors possess utmost integrity, professional expertise and requisite experience including proficiency.

I. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The Familiarization Programme for the Board and details of various familiarization programmes conducted during the year ended March 31, 2022 are available on the Company''s website at https://www.gmmpfaudler. com/file/FamiliarizationProgrammeFY22.pdf

16. VIGIL MECHANISM:

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section

177(10) of the Act and Regulation 22 of the SEBI Listing Regulations.

It gives a platform to the Directors and Employees to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints.

The mechanism ensures adequate protection and safeguards Directors and Employees from any victimization on reporting of unethical practices and irregularities. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. No instance under the Whistle Blower Policy was reported during the financial year 2021-22.

The Whistle Blower Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at https://www.gmmpfaudler.com/ index.php/file/WhistleBlowerPolicy.pdf.

17. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company believes that all its employees have the right to be treated with dignity and is committed to providing a safe and conducive work environment.

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, the Company has not received any complaint of sexual harassment. The policy formulated by the Company for Prevention of Sexual Harassment is available on the website of the Company at https://www.gmmpfaudler.com/index.php/file/ AntiSexualHarrassmentPolicynew.pdf

18. AUDITORS AND AUDITORS'' REPORT:A. STATUTORY AUDITORS:

M/s. Deloitte, Haskins & Sells, Chartered Accountants (FRN 117365W) were reappointed as Statutory Auditors of the Company, for a second term of consecutive five years, i.e. from

the conclusion of 57th Annual General Meeting till the conclusion of 62nd Annual General Meeting by the shareholders of the Company. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors'' Report for the financial year ended March 31, 2022 report does not contain any reservation, qualification or adverse remark. The notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

B. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Board of Directors had appointed M/s. Rathi and Associates, Practicing Company Secretaries for conducting Secretarial Audit Report of the Company for the financial year 2021-22.

The Secretarial Audit Report obtained pursuant to the provisions of Section 204 of the Act and Rules made there under, from M/s. Rathi and Associates, Practicing Company Secretaries for the financial year 2021-22 is set out at Annexure D'' forming a part of this Report.

Further, the Board of Directors at their meeting held on May 25, 2022 have re-appointed M/s. Rathi and Associates, Practicing Company Secretaries for conducting Secretarial Audit Report of the Company for the financial year 2022-23.

C. COST AUDITORS:

M/s. Dalwadi & Associates, Cost Accountants, Ahmedabad, Cost Auditors of the Company for the financial year 2021-22 have been reappointed as Cost Auditors for conducting audit of the cost accounting records maintained by the Company in respect of its manufacturing activities for the financial year 2022-23. Necessary resolution for ratification of payment of remuneration to the said Cost Auditors for the financial year 2022-23, forms part of the Notice of the ensuing Annual General Meeting.

D. INTERNAL AUDITORS:

Mazars Business Advisors Pvt. Ltd., Internal Auditors of the Company have been reappointed by the Board of Directors as Internal Auditors of the Company for the financial 2022-23.

Further, no fraud in terms of the provisions of Section 143(12) of the Act, has been reported by the Auditors in their report for the year under review.

19. CREDIT RATING:

During the year under review, CRISIL Ratings Ltd. vide its report dated February 2, 2022 has reaffirmed the Company''s long-term banking facilities the CRISIL AA-/Stable.

Further, CRISIL has also re-affirmed short-term banking facility ratings at CRISIL A1 .

Further, ICRA Ltd vide its report dated March 21, 2022 has reaffirmed the Company''s long-term banking facilities the [ICRA]AA-(Stable) and reaffirmed short-term banking facility ratings at [ICRA]A1 .

The above ratings are considered to have a high degree of safety regarding timely payment of financial obligations carrying lowest credit risk.

20. STATUTORY STATEMENTS:

A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are set out at ''Annexure E'' forming a part of this Report.

B. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

There have been no material changes and commitments affecting the financial position of the Company since the closure of financial year

i.e. since March 31, 2022.

C. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and on the Company''s operations in future.

D. ANNUAL RETURN:

The Annual Return of the Company for the financial year ended March 31, 2022 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on the Company''s website at https://www.gmmpfaudler.com/file/Annual-Return-FY22.pdf

E. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review and other disclosures under Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 are set out at ''Annexure F'' forming a part of this Report.

F. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The particulars of loans given and investments made during the financial year under Section 186 of the Act are given at Notes forming part of the Financial Statements. During the financial year, the Company has neither provided any securities nor provided corporate guarantees for loans availed by the others.

G. PAYMENT OF REMUNERATION / COMMISSION TO MANAGING DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANIES:

During the year under review, Mr. Tarak Patel, Managing Director received a remuneration of CHF 32,500 from Mavag AG, wholly owned subsidiary of the Company.

H. INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 123 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, the amounts of dividends remaining unclaimed for a period of seven years and shares thereon are required to be transferred to the Investor Education and Protection Fund ("IEPF"); details of which are available on the Company''s website at https://www.gmmpfaudler.com/investors/ shareholders-center/unclaimed-data

During the year under review, the Company has transferred H2,42,809 on account of unclaimed/ unpaid dividend along with corresponding 6,445 equity shares of face value H2/- each to the IEPF.

Details of the Nodal Officer appointed under the said provisions are:

Ms. Mittal Mehta, Company Secretary & Compliance Officer, Email: [email protected]

21. GENERAL:

The Board of Directors confirm that no disclosure

or reporting is required in respect of the following

matters as there were no transactions on these

matters during the financial year 2021-22:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of sweat equity shares.

3. non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

4. Material or serious instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and Rules made there under.

5. During the year under review, there was no change in the nature of business of the Company.

6. None of Financial Statements of the Company, pertaining to previous financial years were revised during the financial year under review.

7. The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

8. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

9. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

10. The Board of Directors confirm that the Company has complied with the applicable Secretarial Standards issued by ICSI on Meetings of the Board of Directors and General Meetings.

22. ACKNOWLEDGEMENT:

The Board of Directors of the Company acknowledge with gratitude the support received from shareholders, bankers, customers, suppliers, business partners, regulatory and government authorities. The Directors recognize and appreciate the efforts of all employees that ensured accelerated growth in a challenging business environment.


Mar 31, 2018

To the Members:

The Directors have pleasure in presenting the Fifty-Fifth Annual Report along with the Audited Statement of Accounts of the Company for the year ended March 31, 2018.

1. SUMMARY OF THE FINANCIAL RESULTS:

(Rs. in Million)

STAND-ALONE

particulars

31.03.2018

31.03.2017

Revenue from operations (Net of excise duty)

3,124.10

2,663.07

Profit before tax

438.95

377.49

Profit after tax

283.75

260.72

During the financial year 2017-18, on a stand-alone basis, revenue was up by 17%, Profit before tax was up by 16% and Profit after tax was up by 9% over last year.

(Rs. in Million)

consolidated

particulars

31.03.2018

31.03.2017

Revenue from operations (Net of excise duty)

4,056.99

3,530.30

Profit before tax

606.51

440.60

Profit after tax

426.76

311.22

During the financial year 2017-18, on a consolidated basis, revenue was up by 15%, Profit before tax was up by 38% and Profit after tax was up by 37% over last year.

2. DIVIDEND:

During the year under review, the Board of Directors declared and paid three interim dividends of Rs.0.70 per share each aggregating to Rs.2.10 per share. The total amount distributed as interim dividends on the paid-up share capital for the year amounted to Rs.30.70 Million (excluding dividend tax of Rs. 6.25 Million).

Based on the performance of the Company for the year, the Board of Directors is pleased to recommend a final dividend of Rs.1.90 per equity share subject to approval of the Shareholders at the Annual General Meeting, which if approved will absorb Rs.27.77 Million towards dividend and Rs.5.69 Million as dividend tax.

The aggregate amount of interim dividends paid during the year and the final dividend recommended for the financial year ended March 31, 2018 amounts to Rs.4.00 per share i.e. Rs.58.47 Million (excluding dividend tax of Rs.11.90 Million).

3. TRANSFER TO RESERVES:

During the year under review, no amount is proposed to be transferred to General Reserve out of the net profits of the Company for the financial year 2017-18. Hence, the entire amount of profit has been carried forward to the Profit & Loss Reserve Account.

4. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The performance and financial position of Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag AG, the wholly owned subsidiaries of the Company for the year ended March 31, 2018 are set out as ‘Annexure A’ forming a part of this Report.

5. REVISION OF FINANCIAL STATEMENTS:

None of Financial Statements of the Company, pertaining to previous financial years were revised during the financial year under review.

6. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious lapses have been observed by the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

7. INTERNAL CONTROL SYSTEMS:

The Company’s internal control procedure, which includes internal financial controls, ensures compliance with various policies, practices and statutes keeping in view the organization’s pace of growth and increasing complexity of operations. The Internal Auditors carry out extensive audits throughout the year across all functional areas and submit its reports to the Audit Committee. The said report does not include any observation of any serious lapses in the system.

8. MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for the year under review, under Regulation 24 of the Listing Regulations, is presented in a separate section forming a part of this Report.

9. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming a part of this Report.

The requisite certificate from M/s. Deloitte Haskins & Sells, LLp, Chartered Accountants, Statutory Auditors confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Schedule V is enclosed to the Report on Corporate Governance.

10. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Board has constituted a Corporate Social Responsibility (“CSR”) Committee as per the provisions of Section 135 of the Companies Act, 2013. The Board has also framed a CSR policy as per the recommendations of the CSR Committee. The CSR policy is available on the Company’s website at www. gmmpfaudler.com/content/CSR_Policy.pdf

The composition of the Committee, contents of CSR policy and report on CSR activities carried out during the financial year ended March 31, 2018 in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility policy) Rules, 2014 are set out as ‘Annexure B’ forming a part of this Report.

11. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into by the Company during the financial year were in ordinary course of business and at arm’s length basis. Also, there were no related party transactions which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All related party transactions are being reviewed and certified by an Independent Consultant and placed before the Audit Committee from time to time for their approval and also been taken on record by the Board.

The Board of Directors has approved the criteria for granting omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm’s length.

Policy on dealing with related party transactions, as approved by the Board, is available on the Company’s website at www.gmmpfaudler.com/content/RPT_ policy.pdf

For details please refer to Note 38 to the Stand-alone Financial Statements which sets out related party disclosures pursuant to ind AS.

12. RISK MANAGEMENT POLICY:

The Company has formulated and adopted a Risk Management policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company. The said policy is available on the Company’s website at www.gmmpfaudler.com/ content/RiskManagmentPolicy.pdf

13. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

A. DIRECTORS:

The present composition of the Board is in compliance with the provisions of Section 149 of the Companies Act, 2013.

As on date, Dr. S. Sivaram, Dr. Amrita patel and Mr. Nakul Toshniwal are the independent Directors on the Board. The Company has received declarations from all these Independent Directors confirming that they meet with the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

During the year under review, Dr. Dominic Deller was appointed as an Alternate Director to Mr. Thomas Kehl for attending the Board Meeting held on August 10, 2017. Accordingly, he ceased to be a Director w.e.f. the close of business hours of August 10, 2017.

Mr. Tom Alzin resigned as a Director w.e.f. October 11, 2017. Further, Dr. Dominic Deller was appointed as a Director w.e.f. October 18, 2017 to fill in the vacancy caused by the resignation of Mr. Tom Alzin.

Mr. p. Krishnamurthy, independent Director resigned as a Director of the Company w.e.f. May 14, 2018 pursuant to proviso of sub-section (1) of Section 167 of the Act, notified by the Ministry of Company Affairs vide notification dated May 7, 2018. Mr. Nakul Toshniwal was appointed as an independent Director of the Company w.e.f. May 16, 2018 to fill in the casual vacancy created by the resignation of Mr. p. Krishnamurthy, subject to approval of the shareholders.

pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ashok patel, Director being longest in the office, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. in accordance with the provisions of the Act, none of the independent Directors is liable to retire by rotation.

B. KEY MANAGERIAL PERSONNEL:

Mr. Tarak patel, Managing Director, Mr. Ashok pillai, Chief Operating Officer, Mr. Jugal Sahu, Chief Financial Officer and Ms. Mittal Mehta, Company Secretary & Compliance officer are the Key Managerial Personnel of the Company. There was no change in the key Managerial personnel during the year under review.

C. DIRECTORS’ RESPONSIBILITY STATEMENT:

in terms of Section 134(5) of the Companies Act, 2013, and in relation to the audited financial statements of the Company for the year ended March 31, 2018, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

D. MEETINGS OF THE BOARD:

Five (5) Meetings of the Board of Directors were held during the financial year ended March 31, 2018. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance report.

E. AUDIT COMMITTEE:

The Audit Committee as on date comprises of four members viz. Dr. S. Sivaram, Dr. Amrita patel, Mr. Nakul Toshniwal (independent Directors) and Dr. Dominic Deller (Non-Executive Director). The role of the Committee is provided in the Corporate Governance report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

F. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, the Stakeholder’s relationship Committee constituted by the Board of Directors to deal with the matters related to stakeholders’ grievances met 4 times during the financial year.

The details of status of grievances received from various stakeholders during the financial year are furnished in the Corporate Governance report.

G. NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board of Directors has formulated a policy which set standards for the nomination, remuneration and evaluation of the Directors and Key Managerial personnel and aims to achieve a balance of merit, experience and skills amongst its Directors and Key Managerial personnel.

Details of the Nomination, remuneration and Evaluation policy are set out at ‘Annexure C’ forming a part of this report.

H. BOARD EVALUATION:

pursuant to the provisions of the Companies Act, 2013, and the Listing regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The Evaluation Criteria applied are:

(a) For independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, roles and functions

(b) For Executive Directors

- Performance as Team Leader/ Member;

- Evaluating Business Opportunity and analysis of risk reward Scenarios;

- Key set Goals/ KRA and achievements;

- Professional Conduct, Integrity and

- Sharing of Information with the Board.

The Directors expressed their satisfaction with the evaluation process.

I. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Directors informed of the activities of the Company its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The Familiarization programme for the Board and details of various familiarization programmes conducted during the year ended March 31, 2018 are available on the Company’s website at www.gmmpfaudler.com /content/FamiliarizationProgramme.pdf

J. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

14. VIGILMECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014, framed “Whistle Blower policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/ grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

No instance under the Whistle Blower policy was reported during the financial year 2017-18.

15. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

16. AUDITORS AND AUDITORS’ REPORT:

A. STATUTORY AUDITORS:

M/s. Deloitte, Haskins & Sells LLP, Chartered Accountants (FRN 117366W) were appointed as Statutory Auditors of the Company, for a term of consecutive five years, i.e. from the conclusion of 52nd Annual General Meeting till the conclusion of 57th Annual General Meeting by the shareholders of the Company. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors’ Report for the financial year ended March 31, 2018 report does not contain any reservation, qualification or adverse remark. The notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

B. SECRETARIAL AUDIT:

Secretarial Audit Report obtained pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, from M/s. Rathi and Associates, practicing Company Secretaries for the financial year 2017-18 is set out at ‘Annexure D’ forming a part of this Report.

The Secretarial Auditors Report for the financial year ended March 31, 2018 does not contain any reservation, qualification or adverse remark.

pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Board of Directors has appointed M/s. Rathi and Associates, practicing Company Secretaries for conducting Secretarial Audit Report of the Company for the financial year 2018-19.

C. COST AUDITORS:

M/s. Dalwadi & Associates, Cost Accountants, Ahmedabad, Cost Auditors of the Company for the financial year 2017-18 have been re-appointed as Cost Auditors for conducting audit of the cost accounting records maintained by the Company in respect of its manufacturing activities for the financial year 2018-19. Necessary resolution for ratification of payment of remuneration to the said Cost Auditors is included in the Notice of the Annual General Meeting dated July 2, 2018.

D. INTERNAL AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accountants have been re-appointed as Internal Auditors of the Company for the financial 2018-19.

17. STATUTORY STATEMENTS:

A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are set out at ‘Annexure E’ forming a part of this Report.

B. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since March 31, 2018. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

C. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any regulator or Court or Tribunal which can have impact on the going concern status and on the Company’s operations in future.

D. EXTRACT OF ANNUAL RETURN:

pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, 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 set out at ‘Annexure G’ forming a part of this report.

E. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER

DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review and other disclosures under rule 5 of the Companies (Appointment & remuneration) rules, 2014 are set out at ‘Annexure F’ forming a part of this report.

F. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The particulars of loans given and investments made during the financial year under Section 186 of the Companies Act, 2013 are given at Notes forming part of the Financial Statements. During the financial year, the Company has neither provided any securities nor provided corporate guarantees for loans availed by the others.

G. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

None of the Directors or Key Managerial personnel had received any remuneration / commission from Holding or Subsidiary Company and hence, disclosure of receipt of remuneration/commission by Key Managerial personnel from the Holding or Subsidiary Company of the Company is not applicable.

18. LISTING ON THE NATIONAL STOCK EXHANGE OF INDIA:

The Board of Directors of the Company is pleased to inform that the equity shares of the Company are listed on the National Stock Exchange of india Limited (“NSE”) effective from March 5, 2018 and have been identified by its designated code ‘GMMPFAUDLR’.

19. GENERAL:

The Board of Directors confirm that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year 2017-18:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of shares (including sweat equity shares or Stock options) to employees of the Company;

3. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with rule 16(4) of Companies (Share Capital and Debentures) rules, 2014;

4. Material or serious instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and rules made there under.

20. ACKNOWLEDGEMENT:

The Board of Directors of the Company acknowledge with gratitude the support received from shareholders, bankers, customers, suppliers and business partners. The Directors recognize and appreciate the efforts of all employees that ensured steady performance in a challenging business environment.

By order of the Board of Directors

DR. S. SIVARAM TARAK PATEL

Chairman Managing Director

DIN : 00009900 DIN : 00166183

Place: Mumbai

Date: May 16, 2018


Mar 31, 2017

BOARD''S REPORT To the Members:

The Directors have pleasure in presenting the Fifty Fourth Annual Report along with the Audited Statement of Accounts of the Company for the year ended March 31, 2017.

1A. SUMMARY OF FINANCIAL RESULTS (STANDALONE):

(Rs, in Million)

Particulars

31.03.17

31.03.16

Revenue from operations

2,663.07

2,296.01

Profit before tax

405.42

278.07

Profit after tax

282.20

183.58

Surplus brought forward

1,022.77

891.95

Amount available for appropriation

1,304.97

1,075.53

Appropriations:

Interim Dividends

30.70

30.70

*Final Dividend

-

13.16

Tax on distributed profit

6.25

8.90

36.95

52.76

Balance in statement of Profit & Loss

1,268.02

1,022.77

* Final Dividend of Rs, 1.90 per equity share aggregating to Rs, 27.77 million is proposed for approval by the shareholders at the 54th Annual General Meeting.

Revenue in the financial year 2016-17 is Rs, 2,663.07 million as compared to Rs, 2,296.01 million in the previous year registering a growth of 16%.

Profit before tax in the financial year 2016-17 increased by 46% to Rs, 405.42 million from Rs, 278.07 million in the previous year. Profit after tax increased by 54% to Rs, 282.20 million from Rs, 183.58 million in the previous year.

1B. SUMMARY OF FINANCIAL RESULTS (CONSOLIDATED):

(Rs, in Million)

Particulars

31.03.17

31.03.16

Revenue from operations Profit before tax Profit after tax

3,530.30

468.55

332.68

2,920.76

297.68

201.15

In the financial year 2016-17, Consolidated revenue up by 21%, Profit before tax up by 57% and Profit after tax up by 65% over last year.

2. DIVIDEND:

During the year under review, the Board of Directors declared and paid three interim dividends of Rs, 0.70 per share each aggregating to Rs, 2.10 per share. The total amount distributed as interim dividends on the paid-up share capital for the year amounted to Rs, 30.70 million (excluding dividend tax of Rs, 6.25 million).

Based on the performance of the Company for the year and in view of the improved results of the Company, the Board of Directors is pleased to recommend a final dividend of Rs, 1.90 per equity share subject to approval of the Shareholders at the Annual General Meeting, which if approved will absorb Rs, 27.77 million towards dividend and Rs, 5.69 million towards dividend tax.

The aggregate amount of interim dividends paid during the year and the final dividend recommended for the financial year ended March 31, 2017 amounts to Rs, 4.00 per share i.e. Rs, 58.47 million (excluding dividend tax of Rs, 11.90 million).

3. TRANSFER TO RESERVES:

During the year under review, the Company has not proposed any amount to be transferred to General Reserve out of the net profits of the Company for the financial year 2016-17. Hence, the entire amount of profit has been carried forward to the Balance Sheet.

4. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The performance and financial position of Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag AG, the wholly owned subsidiaries of the Company for the year ended March 31, 2017 are set out as ‘Annexure A’ forming a part of this Report.

5. REVISION OF FINANCIAL STATEMENT:

None of Financial Statements of the Company, pertaining to previous financial years were revised during the financial year under review.

6. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

7. INTERNAL CONTROL SYSTEMS:

The Company’s internal control procedure which includes internal financial controls, ensure compliance with various policies, practices and statutes and in keeping in view with the organization’s pace of growth and increasing complexity of operations. The internal auditors team carries out extensive audits throughout the year across all functional areas and submits its reports to the Audit Committee.

8. MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report as stipulated under Regulation 24 of the Listing Regulations, is presented in a separate section forming a part of this Report.

9. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Board has constituted a Corporate Social Responsibility (“CSR”) Committee as per the provisions of Section 135 of the Companies Act, 2013. The Board has also framed a CSR Policy as per the recommendations of the CSR Committee. The CSR Policy is available on the Company’s website under the Investors Section at www. gmmpfaudler.com.

The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended March 31, 2017 in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out as "Annexure B" forming a part of this Report.

10. RELATED PARTY TRANSACTIONS:

Policy on dealing with related party transactions, as approved by the Board, is available on the Company’s website under the Investors Section at www.gmmpfaudler.com.

The Board of Directors has approved the criteria for granting omnibus approval by the Audit Committee within the overall framework of the Policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm’s length.

All related party transactions are being reviewed and certified by an Independent Consultant and placed before the Audit Committee from time to time for their approval and are also being taken on record by the Board.

All related party transactions that were entered into by the Company during the financial year were in ordinary course of business and at arm’s length basis. Also, there were no related party transactions which could be considered material in accordance with the Policy of the Company on materiality of related party transactions.

Details of related party transactions entered into by the Company during the financial year are provided in Note 42 to the Financial Statements.

11. RISK MANAGEMENT POLICY

The Company has formulated and adopted a Risk Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company. The said policy is available under the Investors Section on the Company’s website at www.gmmpfaudler.com.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL:

(a) DIRECTORS:

The present composition of the Board is in compliance with the provisions of Section 149 of the Companies Act, 2013. During the year under review, there was no change in constitution of the Board.

Mr. P. Krishnamurthy, Dr. S. Sivaram and Dr. Amrita Patel are the Independent Directors on the Board. The Company has received declarations from all the said Independent Directors confirming that they meet with the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

Mr. Dominic Deller was appointed as an Alternate Director to Mr. Thomas Kehl w.e.f. July 25, 2017 for attending the Board Meeting held on August 10, 2017. He ceased to be a Director w.e.f. the close of business hours of August 10, 2017.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Tom Alzin Director being longest in the office, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

(b) KEY MANAGERIAL PERSONNEL:

Mr. Tarak Patel, Managing Director, Mr. Ashok Pillai, Chief Operating Officer, Mr. Jugal Sahu, Chief Financial Officer and Ms. Mittal Mehta, Company Secretary & Compliance officer are the Key Managerial Personnel of the Company.

(c) DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, and in relation to the audited financial statements of the Company for the year ended 31st March, 2017, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for that year;

iii. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts of the Company have been prepared on a going concern basis;

v. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(d) MEETINGS OF THE BOARD:

Four (4) Meetings of the Board of Directors were held during the financial year ended March 31, 2017. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

(e) AUDIT COMMITTEE:

The Audit Committee comprises of four members of which Mr. P. Krishnamurthy, Dr. S. Sivaram & Dr. Amrita Patel are Independent Directors and Mr. Thomas Kehl is a Non Executive Director. The Role of the Audit Committee is provided in the Corporate Governance Report annexed to this Report. All recommendations made by the Audit Committee during the year were accepted by the Board.

(f) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, the Stakeholder’s Relationship Committee constituted by the Board of Directors to deal with the matters related to stakeholders’ grievances met 4 times during the financial year.

The details of status of grievances received from various stakeholders during the financial year are furnished in the Corporate Governance Report Section of the Board’ Report.

The Company Secretary acts as the Secretary of the Stakeholders Relationship Committee.

(g) NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board of Directors of the Company, has formulated a Policy which set standards for the nomination, remuneration and evaluation of the Directors and Key Managerial Personnel and aims to achieve a balance of merit, experience and skills amongst its Directors and Key Managerial Personnel.

Details of the Nomination, Remuneration and Evaluation Policy are set out at ‘Annexure C’forming a part of this Report.

(h) BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, and the Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The Evaluation Criteria applied are:

(i) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(ii) For Executive Directors

- Performance as Team Leader / Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals/ KRA and achievements

- Professional Conduct, Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

(e) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Directors informed of the activities of the Company, its operations and provides an overall industry perspective as well as issues being faced by the industry. The Familiarization Programme for the Board and details of various familiarization programmes conducted during the year ended March 31, 2017 are available on the Company’s website under the Investors Section at www. gmmpfaudler.com.

13. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Whistle Blower Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/ grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

No instance under the Whistle Blower Policy was reported during the financial year 2016-17.

14. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Regulation 34 of the Listing Regulations, together with a Certificate from the Company’s Auditors is presented in a separate section forming a part of this Report.

15. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

16. AUDITORS:

a) AUDITORS’ REPORT AND RATIFICATION OF APPOINTMENT OF STATUTORY AUDITORS:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte, Haskins & Sells LLP, Chartered Accountants (FRN 117366W) were appointed as Statutory Auditors by the shareholders to hold office for a period of four years i.e. from the conclusion of 53rd Annual General Meeting till the conclusion of 57th Annual General Meeting.

Further, pursuant to the requirement of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is required to be ratified by the members at every Annual General Meeting. Members are requested to ratify their appointment for the financial year 2017-18.

The Auditors Report for the financial year ended March 31, 2017 report does not contain any reservation, qualification or adverse remark.

b) SECRETARIAL AUDIT:

Secretarial Audit Report obtained pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, from M/s. Rathi and Associates, Practicing Company Secretaries for the financial year 2016-17 is set out at ‘Annexure D’forming a part of this Report.

The Secretarial Auditors Report for the financial year ended March 31, 2017 does not contain any reservation, qualification or adverse remark.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Board of Directors has re-appointed M/s. Rathi and Associates, Practicing Company Secretaries for conducting Secretarial Audit Report of the Company for the financial year 2017-18.

c) COST AUDITORS:

M/s. Dalwadi & Associates, Cost Accountants, Ahmedabad, have been re-appointed as Cost Auditors for conducting audit of the cost accounting records maintained by the Company in respect of its manufacturing activities for the financial year 2017-18.

d) INTERNAL AUDITORS:

The Board of Directors has re-appointed M/s. Kalyaniwalla & Mistry, Chartered Accountants as Internal Auditors of the Company for the financial 2017-18.

17. STATUTORY STATEMENTS:

(a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are set out at ‘Annexure E’ forming a part of this Report.

(b) DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since March 31, 2017. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

(c) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and on the Company’s operations in future.

(d) EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2017 made under the provisions of Section 92(3) of the Act is set out at ‘Annexure G’ forming a part of this Report.

(e) DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review and other disclosures under Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 are set out at ‘Annexure F’ forming a part of this Report.

(f) PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The particulars of loans given and investments made during the financial year under Section 186 of the Companies Act, 2013 are given at Notes forming part of the Financial Statements. During the financial year, the Company has neither provided any securities nor provided corporate guarantees for loans availed by the others.

(g) PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

None of the directors or key managerial personnel had received any remuneration / commission from Holding or Subsidiary Company and hence, disclosure of receipt of remuneration/commission by Key Managerial Personnel from the Holding or Subsidiary Company of the Company is not applicable.

18. GENERAL:

The Board of Directors confirm that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year 2016-17:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of shares (including sweat equity shares or Stock options) to employees of the Company;

3. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

4. There were no material or serious instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and Rules made there under.

ACKNOWLEDGEMENT:

The Board of Directors of the Company acknowledge with gratitude the support received from shareholders, bankers, customers, suppliers and business partners. The Directors recognize and appreciate the efforts of all employees for their contribution in accelerating growth of the Company.

For and on behalf of the Board of Directors

P. Krishnamurthy Tarak Patel

Chairman Managing Director

DIN : 00013565 DIN : 00166183

Place: Mumbai

Date: August 10, 2017

Registered Office:

Vithal Udyognagar Anand - Sojitra Road,

Karamsad - 388 325, Gujarat.


Mar 31, 2015

Dear Members:

The Directors have pleasure in presenting the Fifty Second Annual Report and the Audited Financial Statement of the Company for the year ended March 31,2015.

1. FINANCIAL RESULTS:

(Rs. in Million)

Year ended Year ended 31.03.15 31.03.14

Sales and Other Operating Income 2,240.09 2,005.11

Profit before tax 261.04 216.67

Profit after tax 172.03 142.86 Surplus brought forward 794.20 717.21 Amount available for appropriation 966.23 860.07

Appropriations:

Interim Dividends 30.70 30.70 Final Dividend 13.16 13.16 Tax on distributed profit 8.50 7.53

52.36 51.39

Transfer to General Reserve 17.20 14.49 Adjustment to opening Retained Earnings 4.71 - Surplus Carried Forward to

Profit & Loss Account 891.96 794.19

966.23 860.07

Per share data (Rs.)

Face value of Equity Share 2.00 2.00 Dividend per share 3.00 2.80

Market Price of Shares High 376.90 114.40 Low 102.60 62.00 Close on March 31 285.70 104.90 Earnings Per share 11.77 9.77

2. FINANCIAL REVIEW:

Sales & Other Operating income for the year of Rs. 2,240.09 million grew by 12% over the previous year due to healthy opening order backlog and export sales. Sales of glass line products increased by 16% and sales of non-glassline products increased by 4% compared to the previous year. Order receipts during the year improved by 8% over previous year.

Profit before tax for the year of Rs. 261.04 million was 20% above Rs. 216.67 million in the previous year and Profit after tax increased by 20% to Rs. 172.03 million from Rs. 142.86 million in the previous year. Earnings per share increased by 20% to Rs. 11.77 per share as compared to Rs. 9.77 of the previous year.

On Consolidated basis Sales & Other Operating income for the year of Rs. 3,076.28 million grew by 10% over the previous year. Profit before tax for the year of Rs. 281.85 million was 4% above Rs. 270.85 million in the previous year. However, profit after tax decreased marginally by 1% to Rs. 188.67 million from Rs. 190.62 million in the previous year.

Performance of the Company's Swiss subsidiary, Mavag AG remained steady during the year. Sales for the year of Rs. 851.92 million was 3% below Rs. 875.88 million in the previous year due to appreciation of INR against Swiss Franc. Profit after tax for the year decreased by 67% to Rs. 16.21 million, as compared to Rs. 48.75 million in the previous year due to foreign exchange fluctuation loss and some one time expenditure.

3. DIVIDEND:

During the year under review, the Board of Directors approved payment of three interim dividends of Rs. 0.70 per share each aggregating to Rs. 2.10 per share. The total amount distributed as interim dividends on the paid-up share capital for the year amounted to Rs. 30.70 million (excluding dividend tax of Rs. 5.83 million).

Based on the performance of the Company for the year and in view of the track record of the Company, the Board of Directors is pleased to recommend the payment of a final dividend of Rs. 0.90 per equity shares amounting to Rs. 13.16 million (excluding dividend tax of Rs. 2.67 million), subject to approval of the Shareholders in the Annual General Meeting.

The aggregate amount of interim dividends paid during the year and the final dividend recommended for the year shall be Rs. 3.00 per share i.e. aggregating to Rs. 43.86 million (excluding dividend tax of Rs. 8.50 million).

4. RESERVES:

The Board has recommended transfer of Rs. 17.20 million (being 10% of net profit) to the General Reserve out of the amount available for appropriation and an amount of Rs. 891.96 million of Profit & Loss Account for this year is proposed to be carried forward to the Balance Sheet.

5. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag AG are wholly owned subsidiaries of the Company. The performance and financial position of Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag AG for the year ended March 31, 2015 is annexed herewith as 'Annexure A' and forms part of this Report. The policy for determining 'material' subsidiaries adopted by the Board is available on Company's website www.gmmpfaudler.com.

7. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has actively supported various initiatives in the areas of health, education and environment over the years. In accordance with the Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility (CSR) Committee during the year.

The CSR policy as recommended by the Company and adopted by the Board of Directors is available on the Company's website at www.gmmpfaudler.com. The CSR Committee decided to continue with the existing programmes and keep it focus on health and education and environment in the years ahead.

The Annual Report on Corporate Social Responsibility activities carried out during the financial year 2014-15 is annexed herewith as 'Annexure B' and forms a part of this Report.

8. RELATED PARTY TRANSACTIONS:

Policy on dealing with Related Party Transactions, as approved by the Board, is available on the Company's website at www.gmmpfaudler.com

As per the said policy, all Related Party Transactions are pre-approved by the Audit Committee and the Board, if necessary. The said transactions are also reviewed by the Audit Committee and Board on a quarterly basis.

Details of Related Party Transactions:

All contracts/ arrangements/ transaction entered into by the Company during the financial year 2014-15 with Related Parties were in the ordinary course of business and on arm's length basis. Also, there was no contract/ arrangement/ transaction with any of the Related Parties which could be considered material in accordance with the Companies Act, 2013, Rules framed there under and Clause 49 of the Listing Agreement.

Details of Related Party Transactions entered into by the Company during the financial year 2014-15 are provided in Note 42 to the Financial Statements.

9. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has framed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management policy & plan and ensuring its effectiveness to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The said risk management policy is available on the Company's website www.gmmpfaudler.com.

10. OPEN OFFER BY PFAUDLER US, INC:

During the year under review, the shareholding of Pfaudler Inc. (Foreign Promoters) held by Robbins & Myers Holdings, LLC ("Seller") (which in turn was owned and controlled by National Oilwell Varco, Inc) were sold to Pfaudler US, Inc ("Acquirer"). This acquisition was a part of a global level transaction between the Acquirer and Pfaudler Inc. In terms of the Takeover Regulations, Pfaudler Inc is a 'person acting in concert' with the Acquirer.

Accordingly, an Open Offer was made by Pfaudler US, Inc and Persons Acting in Concert ("PAC") - Pfaudler Holdings S.a.r.l. ("PAC 1") and Pfaudler, Inc. ("PAC 2"), to acquire 36,54,375 equity shares of the Company representing 25% of the outstanding equity capital at a price of Rs. 247.54 per share.

The Open Offer commenced on April 9, 2015 and closed on April 23, 2015. Under the said Offer, Pfaudler Inc., have acquired 2,742 (Two thousand seven hundred and forty two) shares, being 0.02% of the total issued share capital of the Company.

With this acquisition of 2,742 shares, the Post Offer shareholding of the Acquirer and PAC has increased to 7,375,217 shares and the shareholding of the Acquirer and the PAC has increased by 0.02% to 75.02%.

In terms of Regulation 7(4) of Securities and Exchange Board of India (SEBI), Substantial Acquisition of Shares and Takeovers Regulations 2011 read with Securities Contracts (Regulation) Rules, 1957, the time-limit to bring down the Promoters' holding by 0.02% (or 2,742 shares), from 75.02% to 75% is one year from the date of closure of the open offer i.e. upto April 22, 2016. Pfaudler Inc., US the Foreign Promoters have agreed to dilute 2,742 (0.02%) shares to comply with the 25% minimum public holding within the stipulated time period.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the provisions of Sections 149 and 152 of the Companies Act, 2013, the Board of Directors at its meeting held on February 12, 2015 appointed as Mr. P. Krishnamurthy and Dr. S. Sivaram Independent Directors on the Board w.e.f. February 12, 2015 for a period of five years subject to the approval of the shareholders of the Company in the ensuing general meeting.

Dr. Amrita Patel was appointed as Non-Executive Additional (Independent) Director on the Board w.e.f. December 11, 2014, subject to the approval of the shareholders of the Company in the ensuing general meeting in accordance with the provisions of the Section 149 and 152 of the Companies Act, 2013.

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Ashok Patel has resigned as Managing Director w.e.f. May 31,2015 and continues as a Non Executive Director of the Company.

Mr. Tarak Patel has been appointed as Managing Director of the Company for a period of five years w.e.f. June 1, 2015, subject to the approval of the shareholders of the Company in the ensuing general meeting in accordance with the provisions of Section 196 and other applicable provisions of the Companies Act, 2013.

The Board places on record its sincere appreciation and gratitude for the leadership and direction provided by Mr. Ashok Patel during his tenure of 40 years as a Director of the Company including 28 years as Managing Director of the Company.

The Board will continue to count on Mr. Patel's guidance and support as a Non Executive Director of the Company.

Pursuant to change in ultimate holding Company, the following changes have taken place in Directors nominated by Pfaudler Inc. during the period under review:

Name of Director Category of Directorship

Mr. Thomas Kehl # Non-Executive Director

Mr. Khurshed Thanawalla # Non-Executive Director

Mr. Tom Alzin # Non-Executive Director

Ms. Soha Shirke # Non-Executive Director

Mr. Ashok Pillai #

(Chief Operating Office) Wholetime Director

Mr. Darius C. Shroff A Non-Executive Director

Mr. Michael Reed a Non-Executive Director

Mr. Sudipta Sengupta a Non-Executive Director

Name of Director Date of appointment Date of resignation

Mr. Thomas Kehl # 19.05.2015 -

Mr. Khurshed Thanawalla # 30.06.2015 -

Mr. Tom Alzin # 07.07.2015 -

Ms. Soha Shirke # 19.05.2015 25.06.2015

Mr. Ashok Pillai #

(Chief Operating Office) 19.05.2015 06.07.2015

Mr. Darius C. Shroff A 13.10.2006 08.05.2015

Mr. Michael Reed a 24.04.2013 08.05.2015

Mr. Sudipta Sengupta a 31.07.2013 30.03.2015

# Directors representing Pfaudler US, Inc.

* Directors representing NOV (National Oilwell Varco, US)

The Board places on record its sincere appreciation for the advice and guidance extended by Mr. Michael C. Reed, Mr. Sudipta Sengupta, Mr. Darius Shroff, Mr. Ashok Pillai and Ms. Soha Shirke during their tenure as Directors of the Company.

The present composition of the Board is in compliance with the provisions of Section 149 of the Companies Act, 2013.

12. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

13. MEETINGS OF THE BOARD:

Six (6) Meetings were held during the financial year ended March 31,2015. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report attached and forms a part of this Report.

14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Directors informed of the activities of the Company its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The Policy on Familiarization Programme adopted by the Board is available on the Company's website www.gmmpfaudler.com. The details of various familiarization programmes will be uploaded as and when the programmes are conducted.

15. AUDIT COMMITTEE:

The Audit Committee comprises of Mr. P. Krishnamurthy, Dr. S. Sivaram, Dr. Amrita Patel (Independent Directors) and Mr. Thomas Kehl (Non Executive Director). The Role of the Committee is provided in the Corporate Governance Report annexed to this Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

16. NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board of Directors has formulated a Policy which set standards for the nomination, remuneration and evaluation of the Directors and Key Managerial Personnel and aims to achieve a balance of merit, experience and skills amongst its Directors and Key Managerial Personnel.

Details of the Nomination, Remuneration and Evaluation Policy is given at 'Annexure C'.

17. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreements, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The Evaluation Criteria applied are:

(a) For Independent Directors:

* Knowledge and Skills

* Professional conduct

* Duties, Role and functions

(b) For Executive Directors

* Performance as Team Leader/ Member.

* Evaluating Business Opportunity and analysis of Risk Reward Scenarios

* Key set Goals / KRA and achievements

* Professional Conduct, Integrity

* Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

18. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right / option to report their concern / grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

No instance under the Whistle Blower Policy was reported during the financial year 2014-15.

19. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, together with a Certificate from the Company's Auditors is attached hereto and forms a part of this Report.

20. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

21. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

The particulars of loans advanced and investments made under Section 186 of the Companies Act, 2013 are given at Note no. 18 and 12 & 14 respectively in the Notes to the Financial Statements. No corporate guarantees were given during the financial year.

22. AUDITORS:

a) Statutory Auditors

Deloitte has been appointed as the group auditors of Pfaudler Group. In order to bring uniformity in audit, it is proposed to appoint M/s. Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors of the Company. The Board of Directors at their meeting held on July 30, 2015 have approved the appointment of M/s. Deloitte Haskins & Sells as Statutory Auditors, subject to approval of shareholders at the ensuing General Meeting.

Consequent thereto, M/s. Kalyaniwalla & Mistry, Chartered Accountants the current statutory auditors have agreed that they will not offer themselves for reappointment at the ensuing Annual General meeting.

The consent letter alongwith the certificate as required under Section 139 & 141 of the Companies Act, 2013 has been received from M/s. Deloitte Haskins & Sells, Chartered Accountants to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as the Statutory Auditors of the Company.

Necessary resolution for reappointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

b) Auditors Report

The observations made by the Statutory Auditors in their report for the financial year ended March 31,2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c) Cost Auditors

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, as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on May 19, 2015, has appointed M/s. Dalwadi & Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2015-16.

d) Internal Auditors

During the year under review, M/s. Deloitte Haskins & Sells, Chartered Accountants have resigned as Internal Auditors of the Company in view of their appointment as Auditors of Pfaudler Group. As per the recommendation of the Audit Committee, the Board of Directors at their meeting held on May 19, 2015, has appointed M/s. PAM & Associates, Chartered Accountants as Internal Auditors.

e) Secretarial Audit

Provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors has appointed M/s. Rathi and Associates, Practicing Company Secretaries for conducting Secretarial Audit Report of the Company for the financial year 2014-15.

Secretarial Audit Report is annexed herewith as 'Annexure D' and forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

23. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in 'Annexure E' which forms part of this Report.

25. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review is annexed as 'Annexure F.'

26. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31,2015 made under the provisions of Section 92(3) of the Act is annexed as 'Annexure G' which forms part of this Report.

27. GENERAL:

i) The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

ii) The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

iii) The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

iv) During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

ACKNOWLEDGEMENT:

The Board of Directors of the Company would like to acknowledge to all its stakeholders and is grateful for the support received from shareholders, bankers, customers, suppliers and business partners. The Directors recognize and appreciate the sincere and dedicated efforts and contribution of all the employees that ensured steady performance in a challenging business environment.

For and on behalf of the Board of Directors

P. Krishnamurthy Tarak Patel Chairman Managing Director

Mumbai, July 30, 2015

Registered Office: Vithal Udyognagar Anand - Sojitra Road, Karamsad - 388 325, Gujarat.


Mar 31, 2014

Dear Members:

The Directors have pleasure in presenting the Fifty First Annual Report and the Audited Statement of Accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS:

(Rs. in Million) Year ended Year ended 31.03.14 31.03.13

Sales and Other Operating Income 2,005.11 1,675.01

Profit before tax 216.67 132.12

Profit after tax 142.86 96.86

Surplus brought forward 717.21 676.12

Amount available for appropriation 860.07 772.78

Appropriations:

Interim Dividends 30.70 30.70

Final Dividend 13.16 10.23

Tax on distributed profit 7.53 4.97

51.39 45.90

Transfer to General Reserve 14.49 9.67

Surplus Carried Forward to

Profit & Loss Account 794.19 717.21

860.07 772.78

Per share data (Rs. )

Face value of Equity Share 2.00 2.00

Dividend per share 3.00 2.80

Market Price of Shares

High 114.40 118.0

Low 62.00 78.0

Close on March 31 104.90 86.65

Earnings Per share 9.77 6.61

FINANCIAL REVIEW:

The performance of the Company for the year improved significantly due to healthy opening order backlog and substantial exports sales both in glassine and non- glassine products. Sales & Other Operating income for the year of Rs. 2,005.11 million grew by 20% over the previous year. Export sales were 21% of sales compared to 6% in the previous year. Sales of glass line products increased by 15% and sales of non-glassline products increased by 35% over previous year. Orders receipts improved by 11% over previous year. Overall, 2013-14 was a good year.

Profit before tax for the year of Rs. 216.67 million was 64% above Rs. 132.32 million in the previous year and Profit after tax increased by 48% to Rs. 142.86 million from Rs. 96.86 million in the previous year. Earnings per share increased by 48% to Rs. 9.77 per share as compared to Rs. 6.61 of the previous year.

Performance of the Company''s Swiss subsidiary, Mavag AG also showed significant improvement during the year. Sales for the year of Rs. 875.88 million was 88% above Rs. 465.75 million in the previous year. Profit after tax for the year increased by 976% to Rs. 48.75 million, as compared to Rs. 4.53 million in the previous year.

DIVIDEND:

Duringtheyearunderreview,theBoardofDirectorsapproved payment of three interim dividends of Rs. 0.70 per share each aggregating to Rs. 2.10 per share. The total amount distributed as interim dividends for the year amounted to Rs. 30.70 million.

Based on the performance of the Company for the year and in view of the track record of the Company, the Board of Directors is pleased to recommend the payment of a final dividend of Rs. 0.90 per equity shares amounting to Rs. 13.16 million, subject to approval of the Annual General Meeting.

The aggregate amount of interim dividends paid during the year and the final dividend recommended for the year shall be Rs. 3.00 per share amounting to Rs. 43.86 million.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits during the year under review. There were no overdue or unclaimed deposits outstanding as on March 31, 2014.

INVESTMENTS:

At the end of the year the Company had current investment in marketable securities of Rs. 109.64 million. There was a diminution of Rs. 0.71 million in the market value of these investments which has been provided for in the accounts during the year.

The Company''s investment plan for enhancing the capacity of its manufacturing facilities including the Enameling Plant is under consideration.

CONSERVATION OF ENERGY:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached as Annexure "A" and forms a part of this Report.

FOREIGN EXCHANGE:

Information on foreign exchange earnings and expenses are provided in Note 35 to 38 of ''Notes to Financial Statement for the year ended March 31, 2014''.

SUBSIDIARY COMPANIES:

Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag AG are wholly owned subsidiaries of the Company. The Ministry of Company Affairs has granted general exemption to Companies from attaching the final accounts of the subsidiary companies to the Annual Report pursuant to Section 212 of the Companies Act, 1956. However a statement showing the relevant details of the subsidiaries is enclosed and is a part of the Annual Report. The Members who wish to have a copy of annual accounts of these subsidiaries may write to the Company Secretary at the Registered Office of the Company.

PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 (''the Act'') read with The Companies (Particulars of Employees) Rules, 1975, the name and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per provisions of Section 219(1)(b)(iv) of the Act, the information relating to employees is not included in the Reports and Accounts sent to the shareholders of the Company. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office address.

DIRECTORS:

Mr. Darius C. Shroff retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review, Mr. Sudipta Sengupta was appointed as a director in place of Mr. Kevin J. Brown as nominee director of Pfuadler Inc. w.e.f. July 31, 2013. The Board places on record its sincere appreciation for the advice and guidance extended by Mr. Kevin J. Brown during his tenure as a Director of the Company.

Until March 31, 2014 the Company had four Promoter Directors and three Independent Directors. Mr. Darius C. Shroff, one of the Independent Directors, has given a declaration that with effect from April 1, 2014 he does not qualify as an Independent Director under the definition of Independent Directors given under Section 149(6) of the Companies Act, 2013. However, Mr. Shroff has been appointed as a nominee Director representing the Foreign Promoters, Pfaudler Inc. pursuant to the letter dated May 29, 2014 received from Pfaudler Inc. In view of this change, the company has five Promoter Directors and two Independent Directors as on date against the requirement of three independent Directors.

Pursuant to the revision dated April 17, 2014 in Clause 49 of the Listing Agreement and under the Companies Act, 2013; the Company is required to have one third of the total directors or, three Directors, as Independent Directors. Additionally, the company is required to have one women Director in the board. However, the Company has time until September 30, 2014 to comply with the aforesaid requirements.

As on date of this Report, Mr. P. Krishnamurthy and Dr. S. Sivaram are Independent Directors as per Clause 49 of the Listing Agreement.

Details of the Directors seeking re-appointment are provided in the Corporate Governance Report forming part of this report, as required under Clause 49 of the Listing Agreement with BSE Limited.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, and according to the information and explanations provided to them, the Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. that in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations in case of material departures;

2. that such accounting policies as mentioned in Note 3 of Notes to Financial Statements have been applied consistently and judgments and estimates that are made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the said financial year ended March 31, 2014 and of the Profit & Loss Statement of the Company for that period;

3. that 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.

4. that annual accounts for the year ended March 31, 2014 have been prepared on a ''going concern'' basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In accordance with the Clause 49 of the Listing Agreement with the BSE Limited, Management Discussion & Analysis Report is attached hereto and forms part of this Director''s Report.

CORPORATE GOVERNANCE REPORT:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, together with a Certificate from the Company''s Auditors is attached hereto and forms a part of this Report.

AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. In accordance with the provisions of section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint them as the Auditors of the Company from the conclusion of this Annual General Meeting, until the conclusion of the next Annual General Meeting of the Company.

COST AUDITORS:

M/s. Dalwadi & Associates, Cost Accountants, have been duly appointed as Cost Auditors for conducting Cost Audit for the financial year ending March 31, 2014. They were also the cost auditors for the previous year ended March 31, 2013.

As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members of the remuneration proposed to be paid to the Cost Auditors for the financial year ended March 31, 2014.

The Cost Audit Reports are required to be filed within 180 days from the end of the financial year. The Cost Audit Reports for the financial year ended March 31, 2013 were filed on July 31, 2013.

The Cost Audit Reports for the financial year ended March 31, 2014 will be filed within the prescribed period.

ACKNOWLEDGEMENT:

The Board of Directors of the Company would like to acknowledge to all its stakeholders and is grateful for the support received from shareholders, bankers, customers, suppliers and business partners. The Directors recognize and appreciate the sincere and dedicated efforts and contribution of all the employees that ensured steady performance in a challenging business environment.

For and on behalf of the Board of Directors

P. Krishnamurthy Ashok J. Patel Chairman Managing Director


Mar 31, 2013

To the Members:

The Directors have pleasure in presenting the Fiftieth Annual Report and the Audited Statement of Accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS:

(Rs.in Million)

Year ended Year ended 31.03.13 31.03.12

Sales and Other Operating Income 1,675.01 2,018.13

Proft before tax 132.12 130.16

Proft after tax 96.66 91.41

Surplus brought forward 676.12 641.74

Amount available for appropriation 772.78 733.15

Appropriations:

Interim Dividends 30.70 30.70

Final Dividend 10.23 10.23

Tax on distributed proft 4.97 6.96

45.90 47.89

Transfer to General Reserve 9.67 9.14 Surplus Carried Forward to

Proft & Loss Account 717.21 676.12

772.78 733.15 Per share data (Rs)

Face value of Equity Share 2.00 2.00

Dividend per share 2.80 2.80

Market Price of Shares

High 118.00 122.35

Low 78.00 72.05

Close on March 31 86.65 92.95

Earnings Per share 6.61 6.25

FINANCIAL REVIEW:

The business environment during the year remained recessionary leading to slowdown in demand. Revenue from Operations for the year at Rs. 1675.01 million declined by 17% over the previous year primarily due to reduced focus on Tailor Made products. While sales of glassline products increased moderately by 3%, sales of non glassline products declined by 43% as compared to previous year. Orders infow in fourth quarter showed improvement resulting in a healthy unexecuted Rs. 1,113 millions including Rs. 698 millions of glasslined products and Rs. 415 millions of non-glasslined products, at the end of this year.

Directors are pleased to inform that in spite of adverse business environment, the Company has been able to maintain its overall performance. Proft before tax for the year at Rs. 132.12 million was 2% above Rs. 130.16 million in the previous year. Proft after tax also increased by 6% to Rs. 96.66 million from Rs. 91.41 million in the previous year. Earnings per share increased by 6% to Rs. 6.61 per share as compared to Rs. 6.25 of the previous year.

Sales of the Company''s Swiss subsidiary, Mavag AG for the year was at Rs. 469.2 million, 19% lower than Rs. 579.91 million in the previous year due to continued economic slow down in the European market with pressure on price and volatility in the foreign exchange rates. Proftability also remained low. Proft after tax for the year decreased by 6% to Rs. 3.2 million, as compared to Rs. 3.4 million in the previous year.

DIVIDEND:

During the year under review, the Board of Directors approved payment of three interim dividends of Rs. 0.70 per share each aggregating to Rs. 2.10 per share. The total amount distributed as interim dividends for the year amounted to Rs. 30.70 million.

Based on the performance of the Company for the year and in view of the track record of the Company, the Board of Directors is pleased to recommend the payment of a fnal dividend of Rs. 0.70 per equity shares amounting to Rs. 10.23 million, subject to approval of the Annual General Meeting.

The aggregate amount of interim dividends paid during the year and the fnal dividend recommended for the year shall be Rs. 2.80 per share amounting to Rs. 40.96 million.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits during the year under review. There were no overdue or unclaimed deposits outstanding as on March 31, 2013.

INVESTMENTS:

Shares of Nile Limited held by the Company and its investment subsidiaries Karamsad Investments Limited and Karamsad Holdings Limited have been sold within the mutually agreed extended time limit of April 1, 2013 with a net gain of Rs. 40.48 million.

At the end of the year the Company had current investment in marketable securities of Rs. 103.42 million. There was a diminution of Rs. 0.14 million in the market value of these investments which has been provided for in the accounts during the year.

The Company made substantial investments in upgrading its manufacturing facility including the Enameling Plant. The up-gradation of its computer ERP system has been completed. These upgrades are expected to result in reduced manufacturing cycle time, improved business processes and prompt response to the customers.

MERGER OF ROBBINS & MYERS INC, USA WITH NATIONAL OIL WELL VARCO INC, USA:

The Company''s ultimate holding Company Robbins & Myers Inc, USA, merged with National Oilwell Varco Inc. (NOV) USA on February 20, 2013. By virtue of this merger NOV has become the ultimate holding company from February 21, 2013.

CONSERVATION OF ENERGY:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached as Annexure "A" and forms a part of this Report.

FOREIGN EXCHANGE:

Information on foreign exchange earnings and expenses are provided in Note 36 to 39 of ''Notes to Financial Statement for the year ended March 31, 2013''.

SUBSIDIARY COMPANIES:

Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag AG are wholly owned subsidiaries of the Company. The Ministry of Company Affairs has granted general exemption to Companies from attaching the fnal accounts of the subsidiary companies to the Annual Report pursuant to Section 212 of the Companies Act, 1956. However a statement showing the relevant details of the subsidiaries is enclosed and is a part of the Annual Report. The Members who wish to have a copy of annual accounts of these subsidiaries may write to the Company Secretary at the Registered Offce of the Company.

PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 (''the Act'') read with The Companies (Particulars of Employees) Rules, 1975, the name and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per provisions of Section 219(1)(b)(iv) of the Act, the information relating to employees is not included in the Reports and Accounts sent to the shareholders of the Company. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Offce address.

DIRECTORS:

During the year under review, Mr. Michael C. Reed was appointed as a director in place of Mr. Peter Wallace as nominee director of Pfuadler Inc. w.e.f. April 24, 2013. The Board places on record its sincere appreciation for the advice and guidance extended by Mr. Wallace during his tenure as a Director of the Company.

Mr. Darius C. Shroff and Mr. Tarak A. Patel will be retiring at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Ashok J. Patel has been re-appointed as Managing Director of the Company for a period of 3 years with effect from January 1, 2013.

Details of the Directors seeking re-appointment are provided in the Corporate Governance Report forming part of this report, as required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, and according to the information and explanations provided to them, the Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. that in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanations in case of material departures;

2. that such accounting policies as mentioned in Note 2 of Notes to Financial Statements have been applied consistently and judgments and estimates that are made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the said fnancial year ended March 31, 2013 and of the Proft & Loss Statement of the Company for that period;

3. that proper and suffcient 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.

4. that annual accounts for the year ended March 31, 2013 have been prepared on a ''going concern'' basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In accordance with the Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Management Discussion & Analysis Report is attached hereto and forms part of this Director''s Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, together with a Certifcate from the Company''s Auditors is attached hereto and forms a part of this Report.

AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting, offer themselves for reappointment. The requisite certifcate has been received from them to the effect that their reappointment as Statutory Auditors, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

COST AUDITORS:

The Company has appointed M/s. A. G. Dalwadi & Co., Dalwadi & Associates., Cost Accountants, Ahmedabad as Cost Auditors to conduct the audit of cost accounts maintained by the Company, for the fnancial year 2012- 13, subject to the approval of Central Govt., thereto. As mandated by the Circular No. 15/2011 dated 11th April, 2011 issued by the Ministry of Corporate Affairs, Govt. of India, full particulars of Cost Auditors are given herein below:-

Name: Shri Ashwin G. Dalwadi, M/s. Dalwadi & Associates

ICWA Membership No. 8996

Address: 403, Ashirwad Complex,

Behind Sardar Patel Seva Samaj,

Near Mithakhali Six Roads,

Ahmedabad - 380 006.

Details of Cost Audit Compliance Report for the fnancial year ended 31st March, 2012.

(a) Due date of fling 31st December, 2012

(b) Actual date of fling 23rd December, 2012

ACKNOWLEDGEMENT:

The Board of Directors of the Company would like to acknowledge to all its stakeholders and is grateful for the support received from shareholders, bankers, customers, suppliers and business partners. The Directors recognize and appreciate the sincere and dedicated efforts and contribution of all the employees that ensured steady performance in a challenging business environment.

For and on behalf of the Board of Directors

P. Krishnamurthy Ashok J. Patel

Chairman Managing Director

Mumbai, May 30, 2013


Mar 31, 2012

The Directors have pleasure in presenting their Forty-Ninth Annual Report and the Audited Statement of Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS:

(Rs.in Million)

Year ended Year ended

31.03.12 31.03.11

Revenue from Operations 2018.13 1440.21

Profit before tax 130.16 162.29

Profit after tax 91.41 110.18

Surplus brought forward 641.74 ( 590.48

Amount available for

appropriation 733.15 700.66

Appropriations:

Interim Dividends 30.70 40.93

Final dividend 10.23

Tax on distributed profit 6.96 6.96

47.89 47.89

Transfer to General Reserve 9.14 11.03

Surplus Carried Forward to

Profit & Loss Account 676.12 641.74

733.15 700.66

Per share data (Rs.)

Face value of Equity Share 2.00 2.00

Dividend per share 2.80 2.80

Market Price of Shares

High 122.35 129.90

Low 72.05 86.00

Close on March 31 92.95 99.25

Earnings Per share 6.25 7.54

FINANCIAL REVIEW:

The business environment during the year remained challenging due to recessionary conditions in the economy leading to slowdown in demand in the second half of the year. High inflation resulted in increase in input cost and other expenses which adversely impacted the overall profitability. Directors are pleased to inform that in spite of adverse business environment, your Company has been able to maintain its overall performance due to healthy backlog of orders of Rs. 1,035 million at the beginning of the year.

Revenue from Operations for the year at Rs. 2,018.13 million reflected an increase of 40% over the previous year. Sales of both glassine products and non glass line products increased by 17% and 87% as compared to previous year. Amount of unexecuted orders at the end of the year ended March 31,2012 was a also healthy at Rs. 906 millions including t 607 millions of glass lined products and Rs. 299 millions of non-glass lined products.

Increase in the cost of raw materials and other expenses due to high inflation resulted in lower Profit before tax Rs.130.16 million,20% lower then Rs. 162.29 million in the previous year. Profit after tax decreased by 17% to Rs. 91.41 million from Rs. 110.18 million in the previous year. Earnings per share reduced by 17% to Rs. 6.25 per share as compared to Rs. 7.54 of the previous year.

Sales of the Company's Swiss subsidiary, Mavag AG for the year was at Rs. 579.91 million, with an increase of 10% from Rs. 526.71 million in the previous year. However, the profitability remained low on account continued economic slowdown in the European market with pressure on price and volatility in the foreign exchange rates. Profit after tax for the year decreased by 57% to Rs. 3.42 million, as compared to Rs. 7.91 million in the previous year.

DIVIDEND:

During the year under review, the Board of Directors approved payment of three interim dividends of Rs. 0.70 per share each aggregating to Rs. 2.10 per share. The total amount distributed as interim dividends for the year amounted to Rs. 30.70 million.

Based on the performance of the Company for the year and in view of the track record of the Company, the Board of Directors is pleased to recommend the payment of a final dividend of Rs. 0.70 per equity shares amounting to Rs. 10.23 million, subject to approval of the Annual General Meeting.

The aggregate amount of interim dividends paid during the year and the final dividend recommended for the year shall be Rs. 2.80 per share amounting to Rs. 40.96 million.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits during the year under review. There were no overdue or unclaimed deposits outstanding as on March 31, 2012.

INVESTMENTS:

The Company and its investment subsidiaries held 528,296 shares of Nile Limited at the beginning of the year. The time limit of 3 years for sale of the entire shareholding of Nile Limited by the Company and its Subsidiary, Karamsad Investments Limited has been extended by one year by mutual consent i.e. up to April 1, 2013 between the Company and Nile Ltd. During the year the Company and its subsidiaries sold 121,943 shares at a net gain ofRs. 11.6 million.

At the end of the year the Company had an investment in marketable securities of X 51.45 million. There was a diminution of Rs. 0.99 million in the market value of these investments due to adverse market conditions which has been provided for in the accounts during the year.

Your Company made substantial investments in upgrading its manufacturing facility including the Enameling Plant. The up-gradation of its computer ERP system has also been taken on hand. These upgrades are expected to result in reduced manufacturing cycle time, improved business processes and prompt response to the customers.

CONSERVATION OF ENERGY:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached as Annexure "A" and forms a part of this Report.

FOREIGN EXCHANGE:

Information on foreign exchange earnings and expenses are provided in Note 37 to 40 of 'Notes to Financial Statement for the year ended March 31, 2012'.

SUBSIDIARY COMPANIES:

Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag AG are wholly owned subsidiaries of the Company.

The Ministry of Company Affairs has granted General Exemption to Companies from attaching the final accounts of the subsidiary companies to the Annual Report pursuant to Section 212 of the Companies Act, 1956. However a Statement showing the relevant details of the Subsidiaries is enclosed and is a part of the Annual Report. Ties Members who wish to have a copy of annual accounts of these subsidiaries may write to the Company Secretary at the registered office of the Company.

PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 ('the Act') read with The Companies (Particulars of Employees) Rules, 1975, the name and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, as per provisions of Section 219(1 )(b)(iv) of the Act, the information relating to employees is not included in the Reports and Accounts sent to the shareholders of the Company. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office address.

DIRECTORS:

During the year under review, Mr. Kevin J. Brown resigned from the Board on April 28,2011. Mr. Christopher M. Hix, who was earlier an Alternate Director to Mr. Kevin J. Brown, was appointed as Director on April 28, 2011 to fill in the casual vacancy caused by resignation of Mr. Kevin J. Brown.

Mr. Christopher M. Hix also resigned from the Board on February 1, 2012. The Board places on record their sincere appreciation the advice and guidance extended by Mr. Hix during his tenure as a Director of the Company. Mr. Kevin J. Brown, who was earlier a Director on the Company's Board, was appointed as a Director on February 1, 2012 to fill in the casual vacancy caused by resignation of Mr. Christopher M. Hix.

Dr. S. Sivaram and Mr. P. Krishnamurthy will be retiring at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Tarak A. Patel has been re-appointed as Executive Director of the Company for a period of 5 years with effect from January 30, 2012.

Details of the Directors seeking re-appointment are provided in the Corporate Governance Report forming part of this report, as required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, and according to the information and explanations provided to them, the Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. that in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanations in case of material departures;

2. that such accounting policies as mentioned in Note 2 of Notes to Financial Statements have been applied consistently and judgments and estimates that are made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the said financial year ended March 31, 2012 and of the Profit & Loss Account of the Company for that period;

3. that 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.

4. that annual accounts for the year ended March 31, 2012 has been prepared on a 'going concern' basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In accordance with the Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Management's Discussion & Analysis Report is attached hereto and forms part of this Director's Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, together with a Certificate from the Company's Auditors is attached hereto and forms a part of this Report.

AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting, offer themselves for reappointment. The requisite certificate has been received from them to the effect that their reappointment as Statutory Auditors, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

The Board of Directors of the Company would like to acknowledge to all its stakeholders and is grateful for the support received from shareholders, bankers, customers, suppliers and business partners. The Directors recognize and appreciate the sincere and dedicated efforts and contribution of all the employees that ensured steady performance in a challenging business environment.

For and on behalf of the Board of Directors

P. Krishnamurthy Ashok J. Patel

Chairman Managing Director

Mumbai, May 7, 2012


Mar 31, 2011

To the Members:

The Directors have pleasure in presenting their Forty- Eighth Annual Report and the Audited Statement of Accounts of the Company for the year ended March 31, 2011.

FINANCIAL RESULTS:

( Rs. in '000')

Year ended Year ended

31.03.11 31.03.10

Sales and Other Income 1,466,363 1,571,806

Profit before tax 162,290 167,253

Profit after tax 110,177 110,576

Surplus brought forward 590,470 538,837

Amount available for appropriation 700,647 649,413

Appropriations:

Interim Dividends 40,929 40,929

Tax on distributed profit 6,956 6,956

47,885 47,885

Transfer to General Reserve 11,017 11,058

Surplus Carried Forward to Profit & Loss Account 641,745 590,470

700,647 649,413

Per share data (Rs.)

Face value of Equity Share 2.00 2.00

Dividend per share 2.80 2.80

Market Price of Shares

High 129.90 124.00

Low 86.00 40.50

Close on March 31 99.25 93.95

Earnings Per share 7.54 7.56

FINANCIAL REVIEW:

Sales and Other Income for the year at Rs. 1,466.36 million refected a decrease of 6.7% overthe previous year. Sales of glasslined products increased by 14% compared to previous year but sales of non-glasslined products declined by 35% on account of low opening order backlog of Rs. 190 million. During the second half of the year non-glassline orders showed significant improvement with ending backlog of Rs. 515 million. The Company's total backlog of unexecuted orders at the end of the year including glassline products, was a healthy Rs. 1,035 million, an increase of 77% over previous year backlog of Rs. 585 million.

Profit before tax marginally decreased by 2.9% to Rs. 162.29 million from Rs. 167.25 million in the previous year. Profit after tax nearly equaled Rs. 110 million of the previous year resulting in earnings per share of Rs. 7.54 as compared to Rs. 7.56 of the previous year.

During the first half of the year prices of basic raw materials and other inputs increased due to infationary trend in the economy which significantly impacted the profitability for the year. Cost control and lower Selling, General and Administrative expenses helped in maintaining the overall profitability at previous year's level.

Sales Income of the Company's Swiss subsidiary, Mavag AG, improved by 27% from Rs. 416.61 million to Rs. 526.14 million. However, profitability during the year remained lower than expected due to pricing pressure in the European market. Mavag AG made a profit before tax ofRs. 7.91 million compared to a loss ofRs. 13.13 million in the previous year.

DIVIDEND:

During the year the Board of Directors approved payment of four interim dividends ofRs. 0.70 per share each aggregating to Rs. 2.80 per share. The total amount distributed as dividends for the year amounted to Rs. 40.93 million.

The Directors propose that the interim dividends paid so far be considered as the final dividend for the year under review.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from the public since 1999-2000. Unclaimed Fixed Deposits including interest as on March 31, 2011 was Rs. 6,284.

INVESTMENTS:

In 2008 the Company formed a wholly owned subsidiary Company GMM Mavag AG, Switzerland for the purpose of acquiring Mavag AG, Switzerland. GMM Mavag AG was formed with CHF 1.5 million in equity and CHF 3.5 million as loan from your Company. The Board of Directors of both the Companies had taken a decision to convert this loan and accrued interest of CHF 264,729 into equity of GMM Mavag AG with effect from July 01, 2010. Approval was obtained from Reserve Bank of India. Application made to Swiss Authorities in this regard is pending. This has been explained in Note 5, Schedule 17 of this report.

The Company and its investment subsidiaries held 589,823 shares of Nile Limited at the beginning of the year. During the year the Company and its subsidiaries sold 61,527 shares at a net gain ofRs. 3.93 million.

At the end of the year the Company had an investment in marketable securities of Rs. 49.3 million. There was a diminution of Rs. 0.89 million in the market value of these investments which has been provided for in the accounts during the year.

CONSERVATION OF ENERGY:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached as Annexure "A" forming part of this Report.

FOREIGN EXCHANGE:

Information on foreign exchange earnings and expenses are provided in Notes 18 to 21 of Schedule 17, 'Notes Forming Part of Accounts'.

SUBSIDIARY COMPANIES:

Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag A G are wholly owned subsidiaries of your Company.

The Ministry of Company Affairs has granted General Exemption to Companies from attaching the financial accounts of the subsidiary companies to the Annual Report pursuant to Section 212 of the Companies Act, 1956. However a Statement showing the relevant details of the Subsidiaries is enclosed and is a part of the Annual Report. The Members who wish to have a copy of annual accounts of these subsidiaries may write to the Company Secretary at the registered office of the Company.

PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 217(2A) of the CompaniesAct, 1956 ("the Act") read with The Companies (Particulars of Employees) Rules, 1975, the name and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, as per provisions of Section 219(1)(b)(iv) of the Act, the information relating to employees is not included in the Reports and Accounts sent to shareholders of the Company. Any shareholder interested in obtaining such particulars may write to Secretary of the Company at the Registered Office address.

DIRECTORS:

Mr. Kevin J. Brown, a Director of the Company resigned from the Board on April 28, 2011. The Board places on record their sincere appreciation to the professional guidance and support extended by Mr. Brown during his tenure as a Director of the Company. Mr. Christopher M. Hix, who was earlier an Alternate Director to Mr. Kevin J. Brown, was appointed as Director on April 28, 2011 to fill in the casual vacancy caused by resignation of Mr. Kevin J. Brown. Notice has been received from a shareholder under Section 257 of the Companies Act, 1956 proposing Mr. Hix as a Director of the Company.

Mr. Tarak A. Patel and Mr. Christopher M. Hix will be retiring at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Details of the Directors seeking re-appointment are provided in the Corporate Governance Report forming part of this report, as required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, and according to the information and explanations provided to them, the Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. that in the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanations in case of material departures;

2. that such accounting policies as mentioned in Schedule 17 of the Annual Accounts have been applied consistently and judgments and estimates that are made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2011 and of the Profit & Loss Account of the Company for that period;

3. that 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.

4. that annual accounts for the year ended March 31, 2011 has been prepared on a 'going concern' basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In accordance with the Clause 49 of the Listing Agreement with The Bombay Stock Exchange Limited', Management's Discussion & Analysis Report is attached and forms part of this Director's Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with The Bombay Stock Exchange Limited', together with a Certificate from the Company's Auditors are presented separately and forms a part of this Report.

AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accountants, retiring as the Statutory Auditors of the Company at the conclusion of ensuing Annual General Meeting, offer themselves for reappointment. The requisite certificate has been received from them to the effect that their reappointment as Statutory Auditors, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

The Board of Directors of the Company would like to acknowledge to all its stakeholders and is grateful for the support received from shareholders, bankers, customers, suppliers and business partners. The Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees that ensured sustained all round performance in a challenging business environment.

For and on behalf of the Board of Directors

P. Krishnamurthy Ashok J. Patel

Chairman Managing Director

Neunkirch, August 4, 2011


Mar 31, 2010

The Directors have pleasure in presenting their Forty-Seventh Annual Report and the Audited Statement of Accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS: (Rs. in 000)

Year ended Year ended 31.03.10 31.03.09

Sales and Other Income 1,571,806 1,502,033

Profit before Tax 167,253 157,522

Profit after tax 110,576 102,274

Surplus brought forward 538,837 494,675

Amount available for 649,413 596,949

appropriation

APPROPRIATIONS:

Interim Dividend 40,929 40,929

Tax on distributed profit 6,956 6,596

47,885 47,885

Transfer to General Reserve 11,058 10,227

Surplus Carried Forward to Profit & 590,470 538,837

Loss Account

649,413 596,949

Per share data (Rs. ):

Face value of Equity Share 2.00 2.00

Dividend per share 2.80 2.80

Market Price of Shares:

High 124.00 114.0

Low 40.50 35.55

Close on March 31 93.95 41.25

Earnings per share 7.56 7.00

FINANCIAL REVIEW:

Sales and Other Income for the year at Rs. 1,571.81 million refl ected an increase of 4.6% over the previous year. Profit before tax increased by 6.2% to Rs. 167.25 million from Rs. 157.52 million in the previous year. Profit after tax increased by 8.1% to Rs. 110.58 million over the previous years profit of Rs. 102.27 million. As a result, the earnings per share for the year increased to Rs. 7.56 as compared to Rs. 7.00 in the previous year. Effect of economic slow down infl ation in the fi rst half of the year had on adverse impact on the sales growth and profi tability of the Company. However, second half of the year showed reasonable improvement both in sales and profitability. Decrease in the cost of basic raw material like Mild Steel and Stainless Steel Plates in the second half of the year had favourable impact on the profitability.

DIVIDEND:

The Board of Directors have approved the payment of four interim dividends of Re. 0.70 per share, aggregating to Rs. 2.80 per share at their meetings held on April 27, 2009, July 28, 2009, October 15, 2009 and on January 25, 2010. The total dividend distributed for the year of Rs. 40.93 million was equal to that of the previous year.

The Directors propose that the interim dividends paid so far be considered as the fi nal dividend for the year under review.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from the public since 1999-2000. Unclaimed Fixed Deposits including interest as on March 31, 2010 was Rs. 6,284. An amount of Rs. 16,349 was transferred to the "Investors Education and Provident Fund" account during the year.

INVESTMENTS:

The Company had, in the year 2008, acquired Mavag AG of Switzerland, a leading supplier of highly engineered critical equipment for the pharmaceutical, bio engineering and fi ne chemicals industries. Both the Company and Mavag have progressed well in transfer of Mavag technology to the Company and sourcing of low cost components by Mavag from the Company. Mavags performance during the year was impacted due to the economic slow down in Europe, Mavags main market and the depreciation of Euro against the Swiss Franc. Mavag AG reported a loss of Rs. 13.13 million (CHF 292,332) for the year as against a profit of Rs. 12.91 million (CHF 284,117) in the previous year. The Board of Directors expects the European slowdown to continue during the current year with some improvement commencing in the second half of 2011.

The dispute regarding the registration of transfer of shares with Nile Limited has been settled and Nile ltd has transferred all the shares in the name of the Company (and its subsidiaries). These shares in Nile Limited will be disinvested by the Company and its subsidiaries within a period of 36 months other than through block deals. During the year the Company and its subsidiaries has sold 30,272 shares.

The Companys current investment in mutual funds stood at a book value of Rs. 46.67 million as at end of March 31, 2010. There were diminution of Rs. 0.44 million in the market value of these investments which has been provided for in the accounts during the year.

The Company has investments in equity shares of Skyline Millars Limited (formerly Millars India Limited) which are long-term investments and strategic in nature.

CONSERVATION OF ENERGY:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached as Annexure "A" forming part of this Report.

FOREIGN EXCHANGE:

Information on foreign exchange earnings and expenses are provided in Notes 18 to 21 of Schedule 16, Notes Forming Part of Accounts.

SUBSIDIARY COMPANIES:

The Company has four wholly owned subsidiary companies namely; Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag AG. The consolidated fi nancial statements presented by the Company include fi nancial information of its Subsidiaries prepared in compliance with applicable Accounting Standards.

The Ministry of Corporate Affairs, Government of India has granted exemption under section 212(8) of the Companies Act, 1956 from attaching the Balance Sheet, Profit & Loss Account and other documents of the Subsidiary Companies to the Balance Sheet of the Company. However the annual audited accounts of these subsidiaries will be me made available for inspection to the members of the Company, upon request, at the registered offi ce of the Company.

Summary of fi nancial information of Subsidiary Companies are covered in this Annual Report.

PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 ("the Act") read with The Companies (Particulars of Employees) Rules, 1975, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per provisions of Section 219(1) (b)(iv) of the Act, the information relating to employees is not included in the Reports and Accounts sent to shareholders of the Company. Any shareholder interested in obtaining such particulars may write to Secretary of the Company at the Registered Offi ce address.

DIRECTORS:

Mr. P. Krishnamurthy and Mr. Darius Shroff will be retiring at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The background of the Directors appointed during the year and proposed to be re-appointed at the ensuing Annual General Meeting are incorporated in the Corporate Governance Report forming part of this Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, and according to the information and explanations provided to them, the Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. that in the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanations in case of material departures;

2. that such accounting policies as mentioned in Schedule 17 of the Annual Accounts have been applied consistently and judgments and estimates that are made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the said fi nancial year ended March 31, 2010 and of the Profit & Loss Account of the Company for that period;

3. that proper and suffi cient 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.

4. those annual accounts for the year ended March 31, 2010 have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Managements Discussion & Analysis Report is attached and forms part of this Directors Report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with The Bombay Stock Exchange Limited, a Report on Corporate Governance together with a Certifi cate from the Companys Auditors are presented separately and forms part of this Report.

AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accounts, retiring as the Statutory Auditors of the Company at the conclusion of ensuing Annual General Meeting and offer themselves for re-appointment. The requisite certifi cate has been received from them to the effect that their reappointment as Statutory Auditors, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.



For and on behalf of the Board of Directors

P. KRISHNAMURTHY ASHOK J. PATEL

CHAIRMAN MANAGING DIRECTOR

Mumbai, July 27, 2010

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