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Directors Report of Grauer & Weil (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 57th Annual Report together with the Audited Annual Accounts of the Company for the financial year ended March 31,2015.

FINANCIAL RESULTS

Particulars 2014-15 2013-14 Rs. in Million Rs. in Million

Gross Total Revenue 4975.2 4637.7

Net Revenue 4187.6 3892.8

Earnings before Interest, Depreciation, Tax & Amortizations (EBIDTA) 764.3 640.8

Profit Before Tax 459.8 358.5

Provision for Tax (FBT, Current & Deferred Tax) 128.0 50.6

Net Profit after Tax 331.8 307.9

Add: Profit brought forward from previous year 10.0 44.5

Profit available for disposal 341.8 352.4

Proposed Dividend and Tax thereon 60.0 42.4

Transfer to General Reserve 270.0 300.0

Profit carried forward 11.8 10.0

DIVIDEND

Your Board has recommended payment of Dividend for the year ended March 31,2015 at 22% i.e. 22 paisa on Equity Shares of Re.1/- each and seeks your approval for the same.

OPERATIONS

During the year under review, Company recorded a 7.57% growth in net revenues. Profit before Tax registered a 28.28% growth, however due to higher provision for Tax, the net profit of the Company improved by 7.77%.

A full analysis and discussion on the business outlook is included in this Annual Report under the heading ''Management Discussion and Analysis'' as Annexure ''A'' to this Report.

MATERIAL CHANGE

One of the plants of the Company at Chembur in Mumbai for production of paints, discontinued production w.e.f. May 1,2015. All the workmen and staff employed in the plant retired through a voluntary retirement scheme or shifted to other plants of the Company.

SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2015, stood at Rs. 226.71 Million. During the year under review, the Company has not issued shares with differential voting rights nor has it granted any Stock Options or Sweat Equity. As on March 31,2015, none of the Directors or the Company held instruments convertible into equity shares of the Company.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company forms an integral part of this Report as Annexure ''B''.

The requisite Certificate from the Statutory Auditors of the Company confirming Compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report as Annexure ''C''.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR), the Company has undertaken or contributed funds for various activities in the areas of Education, Healthcare, preventive Healthcare, Sanitation, Environmental Sustainabilities etc. These activities are largely in accordance with Schedule VII of the Companies Act, 2013 and Company''s CSR Policy. The report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure ''D'' forming part of this Report.

Company is in the process of identifying specific projects which can contribute to the overall social and economic growth, development and prosperity of the communities residing in the vicinity of operations of the Company. During the year under review, Company has spent Rs. 0.21 Million towards CSR activities against Rs. 5.98 Million to be spent as per Sec. 135 of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Manual. To maintain its objectivity and effectiveness, the Internal Audit function reports directly to the Chairman / CEO of the Company.

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil policy and mechanism to deal with instance of fraud and mismanagement, if any.

This policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meeted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised.

BUSINESS RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

At present the Company has not identified any risk, which may threaten the existence of the Company.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in form No. MGT-9 as per Section 134(3)(a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules, 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 duly certified by the Practising Company Secretary is annexed hereto as Annexure ''E'' and forms part of this report.

FIXED DEPOSITS

The Company''s balance of Deposits as on March 31,2015 was Rs. 7.34 Million (Previous Yfear : Rs. 22.88 Million). The Company did not accept any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 during the year nor defaulted on any repayment or interest payments due thereon.

LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

RELATED PARTIES TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company at its Meeting held on August 14, 2014 appointed Smt. Aarti Shah as an Additional Director of the Company w.e.f. the date on which DIN will be allotted by the Ministry of Corporate Affairs to hold the office till the conclusion of next Annual General Meeting. Being eligible, she offers herself for reappointment. The Board recommends that she be appointed as Independent Director of the Company for a period of 5 (five) consecutive years w.e.f. October 24, 2014, not liable to retire by rotation.

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee and subject to the approvals of the Members at the forthcoming Annual General Meeting and such other approvals, consent and sanctions as may be necessary appointed Shri Neeraj Garg as a Chief Operating Officer (COO) of the Company w.e.f. January 19, 2015 and as an Additional and Whole Time Director of the Company for a period of 5 years with effect from February 13, 2015. His term of office as Additional Director is till the conclusion of next Annual General Meeting. Being eligible, he offers himself for reappointment. The Board recommends that he be appointed as a Whole Time Director of the Company for a period of 5 (five) consecutive years w.e.f. February 13, 2015, liable to retire by rotation.

As per the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Shri Umeshkumar More, Executive Chairman of the Company, retire by rotation and being eligible, offered himself for re-appointment.

Shri Yogesh Samat, Independent Director resigned with effect from August 14, 2014. The Directors place on record their appreciation of the contribution made by Shri Yagesh Samat during the tenure of his Directorship.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

In accordance with the provisions of the Listing Agreement and Corporate Governance, the Company has constituted an Audit Committee. The Committee comprised of following Directors viz., Shri Suresh Pareek (Chairman), Shri Nirajkumar More, Shri Madan Mohan Chaturvedi, Shri Karunchandra Srivastava and Shri Tarun Govil as members.

The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been employing about 100 women employees in various cadres. The Company has in place an Anti Sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaint Redressal Committee was also constituted to redress the complaint of Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy. Compliant received from an employee during the financial year 2014-15 was effectively redressed. No complaint is outstanding as on 31-03-2015 for redressal.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section I34(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note No. I of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date;

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

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

SUBSIDIARY COMPANIES

As on date company have 3 Overseas Subsidiaries viz. Grauer & Weil (Shanghai) Ltd. at China, Grauer & Weil (UK) Ltd. at United Kingdom and Growel Chemicals Co. Ltd. at Thailand.

Details of the Subsidiaries form the part of Financial Statements.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements have been prepared by your Company in accordance with the requirements of Accounting Standard 21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditor''s Report thereon forms part of the Annual Report.

STATUTORY AUDITORS

M/s. M. M. Nissim & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors if re-appointed. The Company has obtained a consent letter from M/s M. M. Nissim & Co. u/s 139(1) of the Companies Act, 2013 along with certificate that appointment, if made, will be in accordance with the provisions of Sec. 141 of the Companies Act, 2013 and they are not disqualified to be appointed as Auditors of the Company u/s 141(3) of the Companies Act, 2013. Members are requested to consider their appointment upto Conclusion of the 59th AGM of the Company and authorise the Board to fix their remuneration, as set out in the Notice convening the Meeting.

COST AUDITORS

The Board has appointed the M/s V J. Talati & Co. as cost auditors for conducting the audit of cost records of the Company for Chemicals and Engineering segments of the Company for the financial year 2014-15.

SECRETARIAL AUDITOR

The Board has appointed M/s GMJ & Associates, Firm of Practising Company Secretaries , to conduct Secretarial Audit for the financial year 2014- 15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith marked as Annexure ''F'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

AUDITORS'' OBSERVATIONS

The observations of the Auditors contained in their Report have been adequately dealt with in Note No.''27'' to the Accounts which are self explanatory and therefore, do not call for any further comments.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section I34(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure ''G'' to this Report.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under Section 197(12) and Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request and same is available for inspection by the Members at the Registered Office of the Company on any working days between 10:00 am to 12.00 noon upto the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company on any working days between 10:00 am to 12.00 noon upto the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION

The Company has taken all the necessary steps for safety, environmental control and protection at all its plants. All plants of the Company fully comply with the laws, regulations and requirements stipulated by the concerned Pollution Control Boards.

LISTING

The Equity Shares of the Company are at present listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. The Company is regular in payment of listing fees.

APPRECIATION

The Directors wish to put on record their appreciation for the support of all our Bankers and the dedication and support of all our members and associates. Their efforts continue to be integral to our Company''s ongoing success.

Registered Office: For & on behalf of the Board of Growel House, Grauer & Weil [India] Limited Akurli Road, Kandivli [East], Mumbai - 400 101 Niraj kumar More Vinod Haritwal Date: May 29, 2015 Managing Director CEO & Whole Time Director


Mar 31, 2014

THE SHAREHOLDERS

The Directors have pleasure in presenting their 56th Annual Report together with the Audited Annual Accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS

Particulars 2013-14 2012-13 Rs. Million Rs. Million

Gross Total Revenue 4637.7 4069.7

Net Revenue 3892.8 3371.2

Earning before Interest, Depreciation, Tax & Amortizations (EBIDTA) 640.8 553.9

Profit Before Tax 358.5 238.6

Provision for Tax (FBT, Current & Deferred Tax) 50.6 40.3

Net Profit after Tax 307.9 198.3

Add: Profit brought forward from previous year 44.6 38.1

Profit available for disposal 352.5 236.4

Proposed Dividend and Tax thereon 42.4 31.8

Transfer to General Reserve 300.0 160.0

Profit carried forward 10.1 44.6

DIVIDEND

Your Board has recommended payment of Dividend for the year ended March 31, 2014 at 16% i.e.16 paise on Equity Shares of Re.1/- each and seeks your approval for the same.

OPERATIONS

During the period under review, Company recorded a 15.5% growth in net revenues. However net profit of the Company improved by 55%.

A full analysis and discussion on the business outlook is included in this Annual Report under the heading ''Management Discussion and Analysis'' as Annexure A to this Report.

RESEARCH & DEVELOPMENT

The Company lays a strong emphasis on R&D. The Company''s R&D facility at Mumbai is approved by the Department of Science & Technology, Government of India. The Company regularly updates and adds new products in the Chemical, Engineering, Paints as well as Lubricant areas.

TECHNICAL COLLABORATION

The Company signed a Technology License Agreement with SIDASA, Division of Cromogenia Units SA, Spain under which SIDASA will make available its technical expertise in the area of industrial oils and lubricants.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is fully cognizant of its social responsibilities as a corporate citizen. We regularly undertake projects for the welfare and upliftment of the people, especially in the areas surrounding our operations in different parts of the country. Some of the projects / activities undertaken during the year were:

1. Blood Donation Camp were held at Dadra.

2. As a initiative under ''Lighting Up 101 Lives'' Campaign, Company has distributed 101 Solar Lamps to the Adivasi tribals located deep in the forests of Sanjay Gandhi National Park, Borivali, who are still unheard of electricity, cooking gas etc.

3. Kandy Valley Festival, 2013 was organised especially for the kids from the age group of 5 years to 15 years, to understand, realise and recognise the value of money and financial security through saving, investments concepts and financial instruments.

4. On the World Environment Day, Tree Plantation activity was carried out at Samba and Dadra Plants.

5. A Yoga Camp was organised at Dadra for the benefit of general public.

6. At Dadra and Barotiwala, the Company maintains public gardens for the benefit of local people.

7. Free Eye Check up Camp was organised at Dadra in association with Lions Eye Hospital, Vapi to provide medical and surgical aid to the needy and poor people.

8. Company has also contributed to Chief Minister Relief Fund, J & K Police, Bharat Scouts and Guides and for various other social activities carried out by Government, Semi Government and Social Organisations.

FIXED DEPOSITS

The Company''s balance of Deposits as on March 31, 2014 was Rs. 22.88 Million (Previous Year : Rs. 19.43 Million).

BOARD OF DIRECTORS

The Board of Directors of the Company at its Meeting held on May 30, 2014 appointed Mr. Tarun Govil as an Additional Director of the Company w.e.f. the date on which, he will be allotted DIN by the Ministry of Corporate Affairs to hold the office till the conclusion of next Annual General Meeting. Being eligible, he offers himself for reappointment. The Board recommend that he be appointed as Independent Director of the Company for a period of 5 (five) consecutive years i.e. up to July 30, 2019, not liable to retire by rotation

As per the provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Shri Vinod Haritwal and Shri Karunchandra Srivastava, Directors of your Company, retire by rotation and being eligible, have offered themselves for re-appointment.

AUDIT COMMITTEE

In accordance with the provisions of the Listing Agreement and Corporate Governance, the Company has constituted an Audit Committee. The Committee comprised of following Directors viz., Shri Suresh Pareek (Chairman), Shri Nirajkumar More, Shri Madan Mohan Chaturvedi, Shri Karunchandra Srivastava and Shri Yogesh Samat as members.

The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Report.

The requisite Certificate from the Statutory Auditors of the Company confirming Compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparations of the Annual Accounts, the applicable Accounting Standards have been followed.

b) Appropriate policies have been selected and applied consistently and judgements and estimates wherever made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014.

c) Proper and sufficient care has been taken for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Annual Accounts have been prepared on a going concern basis.

SUBSIDIARY COMPANIES

The Consolidated Financial Statements presented by the Company include financial information of its subsidiaries prepared in compliance with the applicable Accounting Standards. The Ministry of Corporate Affairs, Government of India vide its Circular No. 5/12/2007-CL-III dated February 08, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents to the Balance Sheet of the Company provided certain conditions are fulfilled. Any Member of the Holding Company is entitled to seek detailed information at any point of time. The Annual Accounts of the Subsidiary Companies have also been kept for inspection by any investor at the Registered Office of the Company.

Details of the Subsidiaries are covered in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements have been prepared by your Company in accordance with the requirements of Accounting Standard 21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditor''s Report thereon forms part of the Annual Report.

AUDITORS

M/s. M. M. Nissim And Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors if re-appointed. The Company has obtained a consent letter from M/s M. M. Nissim And Co. u/s 139(1) of the Companies Act, 2013 along with certificate that appointment, if made will be in accordance with the provisions of Section 141 of the Companies Act, 2013 and they are not disqualified to be appointed as Auditors of the Company u/s 141(3) of the Companies Act, 2013. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the Financial Year ending March 31, 2015, as set out in the Notice convening the Meeting.

AUDITORS'' OBSERVATIONS

The observations of the Auditors contained in their Report have been adequately dealt with in Note No. ''27'' to the Accounts which are self explanatory and therefore, do not call for any further comments.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in ''Annexure C'' to this Report.

PARTICULARS OF EMPLOYEES

The information required u/s 217(2A) of the Companies Act, 1956, read with the rules framed hereunder form part of this report. However, as per provisions of Section 219(1)(b)(iv) of the Act, the report and accounts are being sent to all the shareholders excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Secretarial Department at the Company''s Registered Office Address and the same is available for inspection by Members at the Registered Office of the Company on any working days between 10:00 a.m to 12.00 noon up to the date of the ensuing AGM.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION

The Company has taken all the necessary steps for safety, environmental control and protection at all its plants. All plants of the Company fully comply with the laws, regulations and requirements stipulated by the concerned Pollution Control Boards.

LISTING

The Equity Shares of the Company are at present listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001. The Company is regular in payment of listing fees.

APPRECIATION

The Directors wish to put on record their appreciation for the support of all our Bankers and the dedication and support of all our members and associates. Their efforts continue to be integral to our Company''s ongoing success.

Registered Office: For & on behalf of the Board of

Growel House, Grauer & Weil [India] Limited

Akurli Road, Kandivli (East), Mumbai - 400 101 Nirajkumar More Date: 30th May, 2014 Managing Director


Mar 31, 2013

TO THE SHAREHOLDERS

The Directors have pleasure in presenting their 55th Annual Report together with the Audited Annual Accounts of the Company for the financial year ended March 31, 2013.

FINANCIAL RESULTS

Particulars 2012-13 2011-12 Rs. Million Rs. Million

Gross Total Revenue 4069.7 3971.8

Net Revenue 3371.2 3360.8

Earning before Interest, Depreciation, Tax & Amortizations (EBIDTA) 553.9 613.2

Profit Before Tax 238.6 302.4

Provision for Tax (FBT, Current & Deferred Tax) 40.3 70.4

Net Profit after Tax 198.3 232.1

Add: Profit brought forward from previous year 38.1 345.5

Profit available for disposal 236.4 577.6

Proposed Dividend and Tax thereon 31.8 39.5

Transfer to General Reserve 160.0 500.0

Profit carried forward 44.6 38.1

DIVIDEND

Your Board has recommended payment of Dividend for the year ended March 31, 2013 at 12% i.e. 12 paise on Equity Shares of Re. 1/- each and seeks your approval for the same.

OPERATIONS

During the period under review, Company recorded a marginal growth in revenues. However net profit of the Company declined by 14.56%.

A full analysis and discussion on the business outlook is included in this Annual Report under the heading ‘Management Discussion and Analysis'' as Annexure A to this Report.

RESEARCH & DEVELOPMENT

The Company lays a strong emphasis on R&D. Apart from the steady flow of updation and addition of products in the Chemical and Engineering divisions, of the Company took significant steps to strengthen the R&D activity in the Paints and oils & Lubricants division. The Company expects these steps to yield dividends in near future.

TECHNICAL COLLABORATION

The Company signed a Technology License Agreement with Herbert Schmidt GmbH & Co. KG (HSO) of Germany under which HSO will make available its technical expertise in the area of surface finishing with emphasis on plating on plastics.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is fully cognizant of its social responsibilities as a corporate citizen. We regularly undertake projects for the welfare and upliftment of the people, especially in the areas surrounding our operations in different parts of the country. Some of the projects were:

1. Blood Donation Camps were held at Dadra and Samba plants.

2. Early Cancer detection camp was organized in association with Lions, Red Cross Society & Krishna Cancer Detection Centre at Red Cross Bhavan, Silvassa.

3. A Bhandara was organized on the occasion of Hanuman Jayanti at Hanuman Temple, Dungra and nearly 8000 to 10000 peoples took benefit of free meal served.

4. On the World Environment Day, Environmental Awareness Camp was organized at Kali Bari, Samba and Tree Plantation activity was also carried out at Samba and Dadra Plants.

5. A Yoga Camp was Organised at Dadra for the benefit of general public.

6. RCC Cement benches were donated to Van Ganga Garden, Dadra.

7. Public Water hut and Toilets were constructed near Barotiwala - Haripur Road Bus Stop for use of general public.

8. At Dadra and Barotiwala, the Company maintains public gardens for the benefit of local people.

9. Free Medical Check up Camp was organized at Rakh Amb Tali, Samba in collaboration with NYBO and Government Ayurvedic Hospital, Jammu for the needy and poor people residing in the interior parts of the village.

10. A Seminar on ‘ROAD RAGE'' was organised at Growel 101 Mall, Kandivli. Prominent personalities from different fields namely - Dr. Mohankumar Dahikar, Deputy Commissioner of Police (Traffic), Ms. Armin Wandrewala (Founder & Author - Sanity On Our Roads, SOOR) and Dr. Sajid Ali Khan of Kohinoor Hospital a noted Clinical Psychologist attended and addressed the event.

FIXED DEPOSITS

The Company''s balance of Deposits as on March 31, 2013 was Rs.19.43 Million (Previous Year : Rs. 15.88 Million). During the year under review, Unclaimed Matured Fixed Deposits of Rs. 15,000/- which were unclaimed as on March 31, 2012 were transferred to Investor Education & Protection Fund.

BOARD OF DIRECTORS

As per the provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Shri Rohitkumar More and Shri Madan Mohan Chaturvedi, Directors of your Company, retire by rotation and being eligible, have offered themselves for re-appointment.

AUDIT COMMITTEE

In accordance with the provisions of the Listing Agreement and Corporate Governance, the Company has constituted an Audit Committee. The Committee comprised of following Directors viz., Shri Suresh Pareek (Chairman), Shri Nirajkumar More, Shri Madan Mohan Chaturvedi and Shri K. C. Srivastava as members.

The Board of Directors in its Meeting held on 30th May, 2013 appointed Shri Yogesh Samat as a Member of the Audit Committee.

The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Report.

The requisite Certificate from the Statutory Auditors of the Company confirming Compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparations of the Annual Accounts, the applicable Accounting Standards have been followed.

b) Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013.

c) Proper and sufficient care has been taken for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Annual Accounts have been prepared on a going concern basis.

SUBSIDIARY COMPANIES

The Consolidated Financial Statements presented by the Companies include financial information of its subsidiaries prepared in compliance with the applicable Accounting Standards. The Ministry of Corporate Affairs, Government of India vide its Circular No. 5/12/2007-CL-III dated February 08, 2011 has granted general exemption under section 212(8) of the Companies Act, 1956, from attaching the Balance Sheet, Profit and Loss Account and other documents to the Balance Sheet of the Company provided certain conditions are fulfilled. Any Member of the Holding and the Subsidiary Companies is entitled to seek detailed information at any point of time. The Annual Accounts of the Subsidiary Companies have also been kept for inspection by any investor at the Registered Office of the Company.

Details of the Subsidiaries are covered in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements have been prepared by your Company in accordance with the requirements of Accounting Standard 21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditor''s Report thereon forms part of the Annual Report.

AUDITORS

M/s. M. M. Nissim And Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as an auditors of the Company if re-appointed. The Company has received a letter from them to the effect that their reappointment, if made, would be within the limits specified under section 224(1B) of the Companies Act, 1956. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the Financial Year ending March 31, 2014, as set out in the Notice convening the Meeting.

AUDITORS'' OBSERVATIONS

The observations of the auditors contained in their Report have been adequately dealt with in the Note No. ‘27'' to the Accounts which are self explanatory and therefore, do not call for any further comments.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in ‘Annexure C'' to this Report.

PARTICULARS OF EMPLOYEES

The information required u/s 217(2A) of the Companies Act, 1956, read with the rules framed hereunder form part of this report. However, as per provisions of Section 219(1)(b)(iv) of the Act, the report and accounts are being sent to all the shareholders excluding the statement of particulars of employees under section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Secretarial Department at the Company''s Registered Office Address and the same is available for inspection by Members at the Registered Office of the Company on any working days between 10:00 a.m to 12.00 noon upto the date of the ensuing AGM.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION

The Company has taken all the necessary steps for safety, environmental control and protection at all its plants. All plants of the Company fully comply with the laws, regulations and requirements stipulated by the concerned Pollution Control Boards.

LISTING

The Equity Shares of the Company are at present listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001. The Company is regular in payment of listing fees.

APPRECIATION

The Directors wish to put on record their appreciation for the support of all our Bankers and the dedication and support of all our members and associates. Their efforts continue to be integral to our Company''s ongoing success.

Registered Office: For & on behalf of the Board of

Growel House, Akurli Road, Grauer & Weil [India] Limited

Kandivli [East],

Mumbai - 400 101

Nirajkumar U. More

Date : 30-05-2013 Managing Director


Mar 31, 2012

The Directors have pleasure in presenting their 54th Annual Report together with the Audited Annual Accounts of the Company for the financial year ended March 31, 2012.

FINANCIAL RESULTS

Particulars 2011-12 2010-11 Rs. Million Rs. Million

Gross Operating Revenue 3943.2 3342.7

Net Revenue 3360.8 2835.5

Earning before Interest, Depreciation, Tax & Amortizations (EBIDTA) 613.1 433.6

Profit Before Tax 302.4 202.9

Provision for Tax (FBT, Current & Deferred Tax) 70.3 58.7

Net Profit after Tax 232.1 144.1

Add: Profit brought forward from previous year 345.5 236.5

Profit available for disposal 577.6 380.6

Proposed Dividend and Tax thereon 39.5 21.1

Transfer to General Reserve 500.0 14.0

Profit carried forward 38.1 345.53

DIVIDEND

Your Board has recommended payment of Dividend for the year ended March 31, 2012 at 15% i.e. 15 paise on Equity Shares of Re. 1/- each and seeks your approval for the same.

OPERATIONS

The year under review saw a healthy growth of 18.4% in gross sales and revenues of the Company over the previous year. However the Net Profit grew at a much higher rate of 61%.

A full analysis and discussion on the business outlook is included in this Annual Report under the heading 'Management Discussion and Analysis' as Annexure A to this Report.

RESEARCH & DEVELOPMENT

R&D continues to be one of the main strengths of the Company. To enhance value addition and to improve quality standards, the Company has intensified its Research & Development work in backward integration programmes. Efforts are underway to develop new product lines in respect of surface finishes including paints, to pave the way for entry into new market segments.

The engineering division of the company is adopting new technologies for specialized processes in plating as well as waste water control.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is fully cognizant of its social responsibilities as a corporate citizen. We regularly undertake projects for the welfare and upliftment of the people, especially in the areas surrounding our operations in different parts of the country. Some of the projects were:

1. An eye check up camp and a blood donation camp were held at the Dadra plant for the benefit of local people.

2. Black boards, fans, carpets etc. were distributed in local schools in the vicinity of our Jammu plant.

3. At Dadra and Barotiwala, the Company maintains public gardens for the benefit of local people.

4. Training workshop for neighbourhood residents to handle man-leopard conflicts was held in association with the Sanjay Gandhi National Park on June 4, 2011 to mark World Environment Day

5. Touch, Feel and Shop Treat' was held for the visually impaired students of the Kamla Mehta Dadar School for The Blind on the occasion of Rakshabandhan. At this event they experienced the various offerings and shopped to their heart's content. While visiting the mall they were treated to snacks and drinks. They also visited the 'Funzone' in the mall and played a lot of interesting games which they had never experienced before. The day was a great opportunity for these blind children to experience festivities in a never before way.

FIXED DEPOSITS

The Company's balance of Deposits as on March 31, 2012 was Rs. 15.88 Million (Previous year: Rs. 8.90 Million). Unclaimed Matured Fixed Deposits of Rs.15,000/ - which were not claimed as on March 31, 2012 (Previous year: Rs.15,000/-) have been reflected in the books as payable to Investor Education & Protection Fund. The said amount shall be transferred to the Investor Education & Protection Fund on due date.

BOARD OF DIRECTORS

Shri Rohan Shah, Director of the Company has resigned from the Directorship of the Company on March 5, 2012. He was associated with the Company since March 30, 2004 and has contributed substantially to the growth and development of the Business of the Company. The Board has placed on record its appreciation for the invaluable contribution made by him during his tenure as a Director.

As per the provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Shri Umeshkumar More and Shri Yogesh Samat, Directors of your Company, retire by rotation and being eligible, have offered themselves for re-appointment.

AUDIT COMMITTEE

In accordance with the provisions of the Listing Agreement and Corporate Governance, the Company has constituted an Audit Committee. The Committee currently comprises of the following Directors viz., Shri Suresh Pareek (Chairman), Shri Nirajkumar More, Shri Madan Mohan Chaturvedi and Shri K. C. Srivastava as members. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Report.

The requisite Certificate from the Auditors of the Company confirming Compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 2l7(2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparations of the Annual Accounts, the applicable Accounting Standards have been followed.

b) Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012.

c) Proper and sufficient care has been taken for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Annual Accounts have been prepared on a going concern basis.

SUBSIDIARY COMPANIES

The Consolidated Financial Statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. The Ministry of Corporate Affairs, Government of India vide its Circular No.5/l2/2007-CL-III dated February

08, 2011 has granted general exemption under section 212(8) of the Companies Act, 1956, from attaching the Balance Sheet, Profit and Loss Account and other documents to the Balance Sheet of the Company provided certain conditions are fulfilled. Any member of the Holding and the Subsidiary Companies is entitled to seek detailed information at any point of time. The Annual Accounts of the Subsidiary Companies have also been kept for inspection by any investor at the Registered Office of the Company.

Details of the Subsidiaries are covered in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements have been prepared by your Company in accordance with the requirements of Accounting Standard 21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditor's Report thereon forms part of the Annual Report.

AUDITORS

M/s. M. M. Nissim And Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a letter from them to the effect that their reappointment, if made, would be within the limits specified under section 224(lB) of the Companies Act, 1956. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 3l, 20l3, as set out in the Notice convening the Meeting.

AUDITORS' OBSERVATIONS

The observations of the auditors contained in their Report have been adequately dealt with in the Note '27' to the Accounts which are self explanatory and therefore, do not call for any further comments.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section 2l7(l)(e) of the Companies Act, l956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, l988 are given in Annexure C' to this Report.

PARTICULARS OF EMPLOYEES

The information required u/s. 2l7(2A) of the Companies Act, 1956, read with the rules framed hereunder form part of this report. However, as per provisions of Section 2l9(l)(b)(iv) of the Act, the report and accounts are being sent to all the shareholders excluding the statement of particulars of employees under section 2l7(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Company's Registered Office Address and the same is available for inspection by members at the Registered Office of the Company on any working days between l0:00 a.m to l2.00 noon upto the date of the ensuing AGM.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION

The Company has taken all the necessary steps for safety and environmental control and protection at all its plants. All plants of the company fully comply with the laws, regulations and requirements stipulated by the concerned Pollution Control Boards.

LISTING

The Equity Shares of the Company are at present listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 00l. The Company is regular in payment of listing fees.

APPRECIATION

The Directors wish to put on record their appreciation for the support of all our Bankers and the dedication and support of all our members and associates. Their efforts continue to be integral to our Company's ongoing success.

Registered Office: For & on behalf of the Board of

Growel House, Akurli Road, Grauer & Weil [India] Limited

Kandivli [East], Mumbai - 400 l0l Nirajkumar U. More

Date : 26-07-20l2 Managing Director


Mar 31, 2010

The Directors have pleasure in presenting their 52nd Annual Report together with the Audited Annual Accounts of the Company for the financial year ended 31 st March, 2010.

FENANCIAL RESULTS

2009-10 2008-09 Rs. Million Rs. Million

Gross Operating Revenue 2631.65 2427.47

Net Revenue 2262.62 2047.56

Earning before Interest, Depreciation, Tax & Amortizations (EBiDTA) 372.36 261.79

Profit Before Tax 229.37 134.91

Provision for Tax (FBT, Current & Deferred Tax) 65.14 9.20

Net Profit after Tax 164.23 125.71

Add: Profit brought forward from previous years 109.42 6.82

Profit available for disposal 273.65 132.53

Proposed Dividend and Tax thereon 21.15 10.61

Transfer to General Reserve 16.00 12.50

Profit carried forward 236.50 109.42



MERGER OF GROUP COMPANY BOMBAY PAINTS LTD. (BPL)

Your Directors are pleased to inform you that all the procedural formalities of the Merger of Bombay Paints Ltd. with the Company were completed and Shares of the Company were allotted to the erstwhile Shareholders of Bombay Paints Ltd. as directed by the Honble BIFR. All shares are listed with BSE and freely tradable.

DIVIDEND

Your Board has recommended payment of Dividend for the year ended 3 Ist March, 2010 at 8% (Proposed) i.e. Rs. 0.80 on Equity Shares of Rs. 10 each and seek your approval for the same.

OPERATIONS

After a challenging 2008-09, the year under review saw a reasonable growth in revenues and a healthy increase in the profitability. The gross Sale of the Company grew by 9.76% over the last year and Profit before Tax grew by 70%.

A full analysis and discussion on the business outlook is included in this Annual Report under die heading Management Discussion and Analysis as Annexure A to this Report.

STATUS OF ON-GOING PROJECTS

A) Jammu Project

The Companys plant at Jammu was completed and commercial production started in June, 2009. Volumes are expected to improve i future, once the demand picks up. This low cost manufacturing base along with the fiscal benefits is expected to further improve you Companys competitive edge.

B) Growels 101: The Shopping Mall

Second Phase of the Shopping Mall has commenced Operations and is expected to achieve full occupancy as per existing F.S.I, by Decembe 2010. The theme and classical style of decor has ushered in a unique concept in the city of Mumbai and has been well appreciated by man;

RESEARCH & DEVELOPMENT

R&D is the bedrock of the Companys technical excellence. The Company continues to regularly invest in R&D and, has built a state-of-art necentral R&D facility, at its existing premises to support a composite program for development of its surface finishing and other metal treatmei activities amalgamated through its recent acquisitions. The Company remains steadfastly focused on developing and offering products / systen that are biodegradable and energy efficient.

FUTURE PROSPECTS

a. The Surface Treatment Division of the Company has registered a significant growth in the current year, both in respect of Chemicals and tr Engineering activities.

b. The Industrial Paints Division is expected to grow by over 40% compared to the previous year. The Company is planning to reorganize th Production facilities of the Division to cope up with the rising Demand.

c. The sale of Industrial Lubricants (thru Growel Sidasa) is set to increase by approximately 6 times over the last year.

d. The Shoppertainment Business is expected to stabilize by the year end.

e. The Company proposes to diversify into other potential areas like non - conventional power generation and also production techniques / processes in allied fields.

FIXED DEPOSITS

The Companys balance of Deposits as on March 31, 2010 was Rs. 6.66 Million (Previous year : Rs. 5.61 Million). Unclaimed matured Fixed Deposits of Rs. 15,000/- which were not claimed as on 31 st March, 2010 (Previous year: Rs. 15,000) have been reflected in the books as payable to Investor Education & Protection Fund. The said amount shall be transferred to the Investor Education & Protection Fund on due date.

BOARD OF DIRECTORS

Your Additional Director Shri Hosi N. Karanjia passed away on 4th August, 2010. The late Shri Hosi N. Karanjia was associated with the Paints Division for almost Five Decades and has contributed immensely to the growth of Paints Division. The Board will miss his guidance greatly and has placed on record its appreciation for the invaluable contribution made by him during his tenure as a Director.

Shri Harnish D. Juthani was appointed as an Additional Director of the Company effective from 28th October, 2009. He was also appointed as a Whole Time Director for a period of Five Years. In terms of Sec. 260 of the Companies Act, 1956, he shall hold the office only up to the date of ensuing Annual General Meeting. The Company has received a requisite Notice in writing from a Member of the Company, proposing his candidature for the office of Director liable to retire by rotation.

With a view to comply with the requirements of Clause 49 of the Listing Agreement in respect of the requirements of minimum number of Independent Directors, the Board has appointed Shri Yogesh Samat as an Additional Director of the Company w.e.f. 25th August, 2010. In terms of Sec. 260 of the Companies Act, 1956, he shall hold the office only up to the date of ensuing Annual General Meeting. The Company has received a requisite Notice in writing from a Member of the Company proposing his candidature for the office of a Director liable to retire by rotation.

As per the provisions of the Companies Act, 1956, and in terms of the Articles of Association of the Company, Shri Rameshkumar More, Shri Rohitkumar More and Shri M. M. Chaturvedi, Directors of your Company, retires by rotation and being eligible, have offered themselves for re- appointment.

AUDIT COMMITTEE

In accordance with the provisions of the Listing Agreement and Corporate Governance, the Company has constituted an Audit Committee. The Committee currently comprises of the following Directors viz., Shri Suresh Pareek, Shri Nirajkumar More, Shri Madan Mohan Chaturvedi and Shri K. C. Srivastava as members. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by SEBI. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Report.

The requisite Certificate from the Auditors of the Company, confirming Compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

b) Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010.

c) Proper and sufficient care has been taken for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Annual Accounts have been prepared on a going concern basis.

SUBSIDIARY COMPANIES

As required under Section 1 2( I) of the Companies Act, 1956, the audited Statement of Accounts of Poena Bottling Company Private Limited and Grauer & Weil (Shanghai) Limited, subsidiaries of your Company, are attached herewith along with Auditors Reports. A statement under section 212 of the Companies Act, 1956, is also attached herewith.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements have been prepared by your Company in accordance with the requirements of Accounting Standard 21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditors Report thereon forms part of the Annual Report.

AUDITORS

M/s. M. M. Nissim And Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a letter from them to the effect that their reappointment, if made, would be within the limits specified under section 224(1 B) of the Companies Act, 1956. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2011, as set out in the Notice convening the Meeting.

AUDITORS OBSERVATIONS

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts given in Schedule O, which are self explanatory and therefore, do not call for any further comments.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure C to this Report.

PARTICULARS OF EMPLOYEES

The information required u/s. 217(2A) of the Companies Act, 1956, read with the rules framed hereunder forms part of this report. However, as per provisions of Section 219(1 )(b)(rv) of the Act, the report and accounts are being sent to all the shareholders excluding the statement of particulars of employees under section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Companys Registered Office Address.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION

The Company has taken all the necessary steps for safety and environmental control and protection at all its plants.

LISTING

The Equity Shares of the Company are, at present listed with The Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001. The Company is regular in payment of listing fee.

APPRECIATION

The Directors wish to put on record their appreciation for the support of all our Bankers and the dedication and support of all our members and associates. Their efforts continue to be integral to our Companys ongoing success.

Registered Office: For & on behalf of the Board of

Growel House, Grauer & Weil [India] Limited

Akurli Road, Kandivli [East],

Mumbai - 400 101 Umeshkumar More

Chairman 25th August, 2010

 
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