Notes to Accounts of Grauer & Weil (India) Ltd.

Mar 31, 2018

NOTE- 1: FIRST TIME IND AS ADOPTION RECONCILIATION

The Company has transitioned the basis of accounting from Indian generally accepted accounting principles ("IGAAP") to Ind AS. The accounting policies set out in Note 1 have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 1 April 2016 (the "transition date").

In preparing the opening Ind AS balance sheet, amounts reported in financial statements prepared in accordance with IGAAP have been adjusted. An explanation of how the transition from IGAAP to Ind AS has affected the financial performance, cash flows and financial position is set out in the following tables and the notes that accompany the tables.

Footnotes:

Non-current investments:

Under previous GAAP the Company accounted for current investments in quoted equity shares at cost less provision for other than temporary diminution in the value of investments. Under Ind-AS, the investments are required to be classified and measured subsequently at fair value through profit or loss. At the date of transition to Ind-AS, difference between the fair value and GAAP carrying amount of Rs. (0.87) Lacs has been recognized in the retained earnings. The impact of Rs. 1.24 Lakhs as at 31st March, 2017 has been recognized in the Statement of Profit and Loss.

Proposed dividend :

Under previous GAAP proposed dividend including dividend distribution tax are recognized as a liability in the period to which they relate, irrespective of when they are declared. Under Ind-AS, dividend is recognized as a liability in the period in which it is declared by the company (usually when approved by shareholders in a general meeting).

Accordingly, the liability of Rs. 181.36 Lakhs for the year ended on 31st March, 2016 recorded for proposed dividend has been derecognized against retained earnings on 1st April, 2016.

Revenue from sale of products:

In the financial statements prepared under previous GAAP revenue from sale of products was presented net of excise duty. However, under Ind AS, revenue from sale of products includes excise duty. Excise duty expense amounting to Rs 4,394.55 lacs is presented separately on the face of the Statement of Profit and Loss for the year ended 31st March, 2017.

Under Ind AS, revenue is recognized at the fair value of the consideration received or receivable, after deduction of any trade discounts, volume rebates and any taxes or duties collected on behalf of the government such as sales tax, value added tax and goods and service tax except excise duty. Discounts given include rebates and incentives given to customers which have been reclassified from other expenses under previous GAAP and netted from revenue under Ind AS.

The above changes do not affect equity as at date of transition to Ind AS, profit after tax for the year ended 31st March, 2017 and Equity as at 31st March, 2017

Remeasurement Benefits of defined benefit plan :

Both under previous GAAP and Ind-AS, the Company recognized costs related to its post-employment defined benefit plan on an actuarial basis. Under Indian GAAP the entire cost, including actuarial gains and losses, are charged to Statement of Profit and Loss. Under Ind-AS, remeasurements comprising of actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions, the effect of change in asset ceiling (if applicable) and the return on plan assets (excluding net interest) are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through Other Comprehensive Income (OCI). Thus, the employee benefit cost is reduced by Rs. 386.79 Lakhs (Net of Tax of Rs. 252.93 Lakhs) for 2016-17 and re-measurement losses on defined benefit plans has been recognized in the Other Comprehensive Incomes (net of tax).

Other Ind AS adjustments (non current financial assets / liabilities and provisions) :

Under previous GAAP the Company accounted for non-current financial assets / liabilities and provisions at undiscounted values. In contrast, the Ind AS requires that where the effect of time value of money is material, the amount of non current financial assets / liabilities and provisions should be the present value of expenditure / income expected to be required to settle the obligations / received upon maturity. This impact is recognized as an interest income or as other borrowing cost.

NOTE- 2: CAPITAL MANAGEMENT

For the purpose of the Company''s capital management, capital includes issued capital and other equity reserves, long term funds attributable to the Equity holders. The primary objective of the Company''s capital management is to maximize shareholders value and keep the debt equity ratio within acceptable range. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

NOTE- 3: FINANCIAL RISK MANAGEMENT

The Company’s activities expose it to various financial risks, including market risk, credit risk and liquidity risk. The Company''s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company by setting appropriate limits and controls and monitoring such risks. The policies and processes are reviewed regularly to reflect changes in market conditions and the Company''s activities.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations The Company is exposed to credit risks from its operating activities, primarily trade receivables, investments and loans. Credit risk is managed through credit approvals, establishing credit limits and monitoring the credit worthiness of the counterparty to which the Company grants credit limits in the normal course of business.

The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counter-parties, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet the financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both, normal and stressed conditions, without incurring unacceptable losses or risk to the Company''s reputation.

Market risks

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risks: interest rate risk, currency risk and other price risk. Financial instruments affected by market risk includes investments, trade payables, trade receivables and loans.

Interest rate risks

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Since the Company has insignificant interest bearing borrowings, the exposure to risk of changes in market interest rates is minimal. Foreign currency risks

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. The Company does enters into forward exchange contracts to hedge its foreign currency exposures.

Other price risks

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Other price risk arises from financial assets such as investments in equity instruments and bonds.

The company dose not have significant investments in quoted shares . Hence the 10% price sensitivity upward /downward will not have any material impact on the profitability of the company.

Notes:4

1 The above loan advanced prior to 1st April, 2014 for the purpose of working capital carries an interest @ 8% p.a. (PY @ 8% p.a.)

2 Refer Note 4 for investments.

3 Previous year figures are in brackets.

A. In the opinion of the Board, the current assets, loans and advances are approximately of the value stated if realized in the ordinary course of the business.

B. The Company has taken various premises under operating leases. These are generally not non-cancellable, range between 11 months to 3 years and above, and are renewable by mutual consent on mutually agreeable terms. Lease payments are recognized in the Statement of Profit and Loss under the head "Rent".

C. The Company has investment in Grauer & Weil (Thailand) Co. Limited (G&W Thailand) of Rs. 83.83 lakh (PY Rs. 83.83 lakh). The networth of that company has been fully eroded. The management worked with the management of G&W Thailand to take some effective steps during the year including disposal of some of the assets owned by G&W Thailand, which resulted in improvement in its net-worth. G&W Thailand was also able to repay a part of the loan advanced by the Company. Based on the expected additional restructuring steps and projected future earning, the management is of the opinion that the diminution in value of investment is temporary and that no provision is required, upon which, the auditors being unable to make an informed judgment, have placed their reliance.

D. Segment reporting

The following tables present revenue and profit/(loss) information regarding business/ geographical segments for the year ended 31st March, 2018 and certain assets and liabilities information regarding business and geographical segments as at 31st March, 2018

Note:5

1. The detailed disclosure of the investments in subsidiaries / associates is given in Note No. 4 forming part of the Balance Sheet.

2. The Company has during the year written off bad debts/advances amounting to Rs. 164.56 Lacs (PY Rs. 76.38 Lacs), comprising of Grauer & Weil (Thailand) Co. Limited

3. - includes interest of Rs. 3.79 Lacs (PY Rs 4.00 Lacs)

4. #Managerial remuneration does not include provision for gratuity and leave encashment, which is determined for the Company as a whole.

E. The Board of Directors has recommended a final dividend of 60 paise on a Re. 1/- face value subject to approval from the shareholders. On approval, the total dividend payment is expected to be Rs. 1,360.24 lacs and the payment of dividend distribution tax is expected to be Rs. 276.94 lacs.

F. Previous years figures have been regrouped and reclassified wherever required.

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Mar 31, 2017

Poona Bottling Company Private Limited (up to 01.09.2016)

Key Management Personnel, their relatives and enterprises where significant influence exists, with whom the Company

had transactions

Key Management Personnel

Mr. Umeshkumar More Chairman

Mr. Nirajkumar More Managing Director

Mr. Rohitkumar More Whole Time Director

Mr. Vinod Haritwal CEO & Whole Time Director

Mr. M M Chaturvedi Independent Director

Mr. K C Srivastava (up to 01-07-2016) Independent Director

Mr. Suresh Pareek Independent Director

Mr. Tarun Govil Independent Director

Mrs. Aarti Shah Independent Director

Mr. Jagdish Kadam Chief Financial Officer

Mr. Chintan Gandhi Company Secretary

Enterprises of Key Management Personnel Bubna More and Company LLP Digikore Design Private Limited Digikore Studios Private Limited Growel Corporate Management Limited Growel Projects LLP Growel Softech Private Limited

Poona Bottling Company Private Limited (from 02.09.2016)

Radhakishan Nandlal LLP Ridhi Sidhi Limited Waluj Beverages LLP

Relatives of Key Management Personnel

Mr. Rameshkumar More Father of Mr. Rohitkumar More

Mrs. Premlata More Wife of Mr. Umeshkumar More

Mrs. Pallavi More Wife of Mr. Nirajkumar More

Mrs. Manisha Dujodwala Daughter of Mr. Umeshkumar More

Mrs. Shivani Rajgarhia Daughter of Mr. Umeshkumar More

Mrs. Dinal Gandhi Wife of Mr. Chintan Gandhi

Mr. Aman More Son of Mr. Nirajkumar More

Mr. Yash More Son of Mr. Nirajkumar More

Nirajkumar More (HUF) Mr. Nirajkumar More (Karta)

Note:

1. The detailed disclosure of the investments in Subsidiaries / Associates and Joint Ventures is given in Note No 12 forming part of the Balance Sheet. During the year, the Company has written off diminution in value of investment amounting to Rs.Nil (Previous year Rs. 247.84 Lacs comprising of Rs. 232.85 Lacs Grauer & Weil (Shanghai) Limited, a Subsidiary Company and Rs. 14.99 Lacs - Growel Goema (I) Limited, an Associate Company.

2. The Company has during the year written off bad debts/advances amounting to Rs. 76.38 Lacs (Previous year Rs. 349.37 Lacs), comprising of Grauer & Weil (Thailand) Limited Rs. 76.38 Lacs (Previous year Rs. 154.35 Lacs), Grauer & Weil (Shanghai) Limited of Rs. Nil (Previous year Rs. 170.22 Lacs), Growel Goema (I) Private Limited of Rs. Nil (Previous year Rs. 24.79 Lacs), , Digikore Design Limited Rs. Nil (Previous year Rs. 917) respectively.

3. *Rent Received Rs. 414 p.a. (Previous year Rs. 412 p.a.)

4. ** includes interest of Rs. 4 Lacs

5. #Managerial Remuneration does not include provision for gratuity and leave encashment, which is determined for the Company as a whole.

X. The Board of Directors has recommended the final dividend of 40 paise on a Re.1/- face value subject to approval from the shareholders. On approval, the total dividend payment is expected to Rs.906.82 lacs and the payment of dividend distribution tax is expected to be Rs. 184.61 lacs

Y. Previous year figures have been regrouped and reclassified wherever required.

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Mar 31, 2016

(a) Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of Re. 1 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Nature of Security

(a) Term loan from The Saraswat Co-operative Bank Ltd. was secured by pari-passu first charge by way of joint mortgage of deposit of title deeds of immovable properties of the Company at Kandivli.

(b) Term loan from Woori Bank was secured by pari-passu first charge along with The Saraswat Co-operative Bank Ltd. by way of joint mortgage of deposit of title deeds of immovable properties of the Company at Kandivli.

Terms of Repayment

i The Term loan (I) from The Saraswat Co-operative Bank Ltd. has been fully repaid in August 2015 as against its terminal date of June 2016. Interest has been paid @ 11.50% p.a. (PY. @ 11.50% p.a.).

ii The Term loan (II) from The Saraswat Co-operative Bank Ltd. has been fully repaid in August 2015 as against its terminal date of July 2016. Interest has been paid @ 11.00% p.a. (PY. @ 11.00% p.a.).

iii The Term loan from Woori Bank has been fully repaid in November 2015 as against its terminal date of September 2017. Interest has been paid @ 10.50% p.a. (PY. @ 10.50% p.a.).

iv Hire Purchase Credits are repayable in equitable monthly installments with interest rates ranging from 10.00% to 10.91% p.a. (PY. 8.50% to 10.90% p.a.) as applicable and are expected to be fully repaid as per the respective repayment schedules and shall get fully repaid between August 2015 to April 2019.

v Fixed Deposits shall be fully repaid on respective dates of maturity before 31st March, 2017. Interest is payable @ 12.50% p.a. (PY. @ 12.50% p.a.).

Nature of Security

Working capital facilities are secured by hypothecation of all stocks, moveable assets and book debts by way of first charge on pari-passu basis and are further collaterally secured by second pari-passu charge on the block assets of Shopping Mall at Kandivli, Mumbai. The working capital facility is repayable on demand and carries interest @ 9.30% to 12.15% p.a. (Previous year 10.00% to 12.25% p.a.).

Note:

Depreciation includes Rs. 74.19 Lacs (PY. Rs. 70.11 Lacs) in respect of Fixed Assets used for Research & Development.

Capital Expenditure on Research & Development during the year is Rs. 273.10 Lacs (PY. Rs. 116.98 Lacs).

The Company has received the approval of In-house Research & Development facility at R&D centre, Kandivli, Mumbai & B. D. Patil Marg, Chembur, Mumbai granted by Government of India, Ministry of Science & Technology, Department of Scientific & Industrial Research vide their Letter No. TU/IV-15 (305)/35 (2AB) /3CM/209/20I3 dated 13th December, 2013 for the period 1st April, 2012 to 31st March, 2016.

I. The Company enters into forward exchange contracts being derivate instruments, which are not intended for trading or speculative purposes, but for hedge purposes, to establish the amount of reporting currency required or available at the date of settlement.

M. (i) The Company has investment in Grauer & Weil (Thailand) Limited of - Rs. 83.83 Lacs (PY. Rs. 83.83 Lacs). The net worth of the company has fully eroded. The management has taken several steps to revive the performance of this company viz. change in the local management, more proactive monitoring of performance, linkage of remuneration packages to performance and aggressive sales plans. The management considers this as strategic investment. Based on the projected future earnings, the management is of the opinion that the diminution in value of investment is temporary and that no provision is required, upon which, the auditors being unable to make an informed judgement, have placed their reliance.

(ii) During the year, Company has subscribed to 50,000 Equity shares (PY. 1,000 Equity Shares) of 100 TBH each in Growel Chemicals Company Limited, a wholly owned subsidiary company, amounting to Rs. 46.14 Lacs (PY. Rs. 1.87 Lacs).

Q. Disclosure pursuant to Accounting Standard (AS - 18) - Related Party Transactions

(i) List of Related Parties Subsidiaries

Grauer & Weil (Shanghai) Limited Grauer & Weil (UK) Limited Growel Chemicals Company Limited

Associates

Growel Goema (I) Private Limited Growel Sidasa Industries Private Limited Grauer & Weil (Thailand) Limited Poona Bottling Company Private Limited

Key Management Personnel, their relatives and enterprises where significant influence exists, with whom the Company had transactions

Key Management Personnel

Mr. Umeshkumar More Chairman

Mr. Nirajkumar More Managing Director

Mr. Rohitkumar More Whole Time Director

Mr. Vinod Haritwal CEO & Whole Time Director

Mr. Neeraj Garg (upto 27.02.2016) COO & Whole Time Director

Mr. M M Chaturvedi Independent Director

Mr. K C Srivastava Independent Director

Mr. Suresh Pareek Independent Director

Mr. Tarun Govil Independent Director

Mrs. Aarti Shah Independent Director

Mr. Jagdish Kadam Chief Financial Officer

Mr. Chintan Gandhi Company Secretary

Enterprises of Key Management Personnel

Bubna More and Company LLP Digikore Design Private Limited Digikore Studios Private Limited Growel Corporate Management Limited Growel Financial Services Private Limited Growel Projects Limited Growel Softech Private Limited Radhakishan Nandlal LLP Ridhi Sidhi Limited Waluj Beverages LLP

Relatives of Key Management Personnel

Mr. Rameshkumar More Father of Mr. Rohitkumar More

Mrs. Premlata More Wife of Mr. Umeshkumar More

Mrs. Pallavi More Wife of Mr. Nirajkumar More

Mrs. Manisha Dujodwala Daughter of Mr. Umeshkumar More

Mrs. Shivani Rajgarhia Daughter of Mr. Umeshkumar More

Mrs. Dinal Gandhi Wife of Mr. Chintan Gandhi

Mr. Aman More Son of Mr. Nirajkumar More

Nirajkumar More (HUF) Mr. Nirajkumar More (Karta)

Note:

1. The detailed disclosure of the investments in Subsidiaries / Associates and Joint Ventures is given in Note No 12 forming part of the Balance Sheet. During the year, the Company has written off dimunition in value of investment amounting to Rs. 247.84 Lacs (Previous year Rs. 128.83 Lacs of Growel Sidasa Industries Private Limited, an Associate Company) comprising of Rs. 232.85 Lacs - Grauer & Weil (Shanghai) Limited, a Subsidiary Company (Previous year Rs. Nil) and Rs. 14.99 Lacs - Growel Goema (I) Limited, an Associate Company (Previous year Rs. Nil).

2. The Company has during the year written off bad debts/advances amounting to Rs. 349.37 Lacs (Previous year Rs. 328.87 Lacs), comprising of Grauer & Weil (Shanghai) Limited of Rs. 170.22 Lacs (Previous year Rs. 247.63 Lacs), Growel Goema (I) Private Limited of Rs. 24.79 Lacs (Previous year Rs. 80.05 Lacs), Grauer & Weil (Thailand) Limited Rs. 154.35 Lacs (Previous year Rs. Nil), Digikore Design Limited Rs. 917 (Previous year Rs. Nil) and Growel Softech Private Limited of Rs. Nil (Previous year Rs. 1.19 Lac) respectively.

3. *Rent Received Rs. 412 p.a. (Previous year Rs. 405 p.a.)

4. ** includes interest of Rs. 4 Lacs

5. #Managerial Remuneration does not include provision for gratuity and leave encashment, which is determined for the Company as a whole.

W. Previous year figures have been regrouped and reclassified wherever required.

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Mar 31, 2015

(a) Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of Re. 1 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Nature of Security

(a) Term loan from The Saraswat Co-Operative Bank Ltd. secured by pari-passu first charge by way of joint mortgage of deposit of title deeds of immovable properties of the Company at Kandivli.

(b) Term loan from Woori Bank is secured by pari-passu first charge along with The Saraswat Co-Operative Bank Ltd. by way of joint mortgage of deposit of title deeds of immovable properties of the Company at Kandivli.

Terms of repayment

i The Term loan from The Saraswat Co-Operative Bank Ltd. outstanding as on 31st March, 2015 amounting Rs. 1069.85 Lacs is to be repaid in 14 monthly installments of Rs. 75.00 Lacs each and last installment of Rs. 19.85 Lacs is expected to be fully repaid by June 2016. Interest is payable @ 11.50% p.a. on the said loan.

ii The Term loan from The Saraswat Co-Operative Bank Ltd. outstanding as on 31st March, 2015 amounting Rs. 333.44 Lacs is to be repaid in 15 monthly installments of Rs. 20.83 Lacs each & last installment of Rs. 20.99 Lacs is expected to be fully repaid by July 2016. Interest is payable @ 11.00% p.a. on the said loan.

iii The Term loan from Woori Bank outstanding as on 31st March, 2015 amounting Rs. 1142.80 Lacs is to be repaid in 29 monthly installments of Rs. 38.10 Lacs each and last installment of Rs. 37.90 Lacs is expected to be fully repaid by September 2017. Interest is payable @ 10.50% p.a. on the said loan.

iv Hire Purchase Credits are repayable in equitable monthly installments with interest rates ranging from 8.50% to 10.90% p.a. as applicable and are expected to be fully repaid as per the respective repayment schedules and shall get fully repaid between August 2015 to April 2019.

v Fixed Deposits shall be fully repaid on respective dates of maturity before 31st March, 2017. Interest is payable @ 12.50% p.a.

Nature of Security

Working capital facilities are secured by hypothecation of all stocks, moveable assets and book debts by way of first charge on pari-passu basis and are further collaterally secured by second pari-passu charge on the block assets of Shopping Mall at Kandivli, Mumbai. Working Capital facilities from Punjab National Bank are further collaterally secured by first charge on the block of assets of Samba unit.

Rupees in Lacs

A. Contingent Liabilities not provided for: 2014-2015 2013-2014

Disputed matters in appeal / contested in respect of:

- Income Tax 13.92 4.36

- Excise Duty / Service Tax 173.48 192.50

- Sales Tax 25.05 27.87

- Custom Duty (Net of Rs. 51.00 Lacs paid) 35.82 35.82

Bank Guarantees 1,060.22 1,201.77

F. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated if realised in the ordinary course of the business.

M. Investment in a Subsidiary and Associates

(i) The Company has investment of Rs. 232.85 Lacs (PY Rs. 232.85 Lacs) in the equity shares of Grauer & Weil (Shanghai) Limited, a wholly owned subsidiary company and investment in equity shares of associates viz. Growel Goema (I) Private Limited - Rs. 15.00 Lacs (PY Rs. 15.00 Lacs) and Grauer & Weil (Thailand) Limited - Rs. 83.82 Lacs (PY Rs. 83.82 Lacs). The net worth of these companies have fully eroded. The management has taken several steps to revive the performance of these companies viz. change in the local management of these companies, more proactive monitoring of performance, linkage of remuneration packages to performance and aggressive sales plans. The management considers these as strategic investments. Based on the projected future earnings, the management is of the opinion that the diminution in value of investments is temporary and that no provision is required, upon which, the auditors being unable to make an informed judgement, have placed their reliance.

(ii) Growel Sidasa Industries Private Limited (GSIPL), an associate Company has discontinued its operations for manufacture of Lubricants and Oils. Since the net worth of GSIPL has substantially eroded, the Company as a matter of prudence has fully provided for the diminution in the value of its investments amounting to Rs. 128.83 Lacs.

P. Related Party Disclosures

(i) List of Related Parties Subsidiaries

Grauer & Weil (Shanghai) Limited Grauer & Weil (UK) Limited Growel Chemicals Company Limited Associates

Growel Goema (I) Private Limited Growel Sidasa Industries Private Limited Grauer & Weil (Thailand) Limited Poona Bottling Company Private Limited

Key Management Personnel, their relatives and enterprises where significant influence exists, with whom the Company had transactions

Directors

Mr. Umeshkumar More Mr. Rameshkumar More Mr. Nirajkumar More Mr. Rohitkumar More Mr. Vinod Haritwal

Mr. Neeraj Garg (w.e.f. from 13.02.2015)

Mr. M M Chaturvedi Mr. K C Srivastava Mr. Suresh Pareek

Mr. Ybgesh Samat (upto 14.08.2014)

Mr. Tarun Govil (w.e.f. from 30.05.2014)

Mrs. Aarti Shah (w.e.f. from 24.10.2014)

Mr. Jagdish Kadam Chief Financial Officer

Mr. Chintan Gandhi Company Secretary

Bubna More & Company Private Limited Digikore Designs Private Limited Digikore Studio Private Limited Growel Corporate Management Limited Growel Financial Services Private Limited Growel Projects Limited Growel Softech Private Limited Radhakishan Nandlal Private Limited Ridhi Sidhi Limited Waluj Beverages Private Limited

Relatives of Key Management Personnel

Mrs. Premlata More Wife of Mr. Umeshkumar More

Mrs. Pallavi More Wife of Mr. Nirajkumar More

Mrs. Manisha Dujodwala Daughter of Mr. Umeshkumar More

Mrs. Shivani Rajgarhia Daughter of Mr. Umeshkumar More

Mrs. Dinal Gandhi Wife of Mr. Chintan Gandhi

Note:

1. The detailed disclosure of the investments in Subsidiaries / Associates is given in Note No 12 forming part of the Balance Sheet.

2. During the year, the Company has made provision for dimunition in value of investment amounting to Rs. 128.83 Lacs of Growel Sidasa Industries Private Limited.

3. The Company has during the year written off bad debts/advances amounting to Rs. 328.87 Lacs, comprising of Growel & Weil (Shanghai) Limited of Rs. 247.63 Lacs, Growel Goema (I) Private Limited of Rs. 80.05 Lacs and Growel Softech Private Limited of Rs. 1.19 Lac respectively.

4. *Rent Received Rs. 405 p.a.

5. ** includes interest of Rs. 4 Lacs

V. Previous year figures have been regrouped and reclassified wherever required.

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Mar 31, 2014

Rupees in Lacs

A. Contingent Liabilities not provided for: 2013-2014 2012-2013

Disputed matters in appeal / contested in respect of:

- Income Tax 4.36 -

- Excise Duty / Service Tax 193.90 279.38

- Sales Tax 27.87 23.96

- Custom Duty (Net of Rs. 51.00 Lacs paid) 35.82 35.82 Bank Guarantees 1201.77 1048.21

Notes:

1. All the above loans and advances are interest bearing.

2. Loans to employees as per Companies policies are not considered.

3. Previous year figures are in brackets.

F. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated if realised in the ordinary course of the business.

G. The Company has taken various premises under operating leases. These are generally not non-cancellable, range between 11 months to 3 years and above, and are renewable by mutual consent on mutually agreeable terms. Lease payments are recognised in the Statement of Profit and Loss under the head ''Rent''.

Depreciation includes Rs. 31.18 Lacs (P.Y. Rs. 26.81 Lacs) in respect of Fixed Assets used for Research & Development.

Capital Expenditure on Research & Development during the year is Rs. 28.71 Lacs (P.Y. Rs. 38.63 Lacs).

During the year the Company has received the approval of In-house Research & Development facility at R&D Centre, Kandivli, Mumbai & B. D. Patil Marg, Chembur, Mumbai granted by Government of India, Ministry of Science & Technology, Department of Scientific & Industrial Research vide their Letter No. TU/IV-15(305)/35(2AB)/3CM/209/2013 dated 13th December, 2013 for the period 1st April, 2012 to 31st March, 2016.

L. The Company has investment of Rs.232.85 Lacs (P.Y. Rs. 232.85 Lacs) in the equity shares of Grauer & Weil (Shanghai) Limited, a wholly owned subsidiary company and investment in equity shares of associates viz. Growel Goema (I) Private Limited – Rs. 15.00 Lacs (P.Y. Rs. 15.00 Lacs), Growel Sidasa Industries Private Limited – Rs. 128.83 Lacs (P.Y. Rs. 128.83 Lacs) and Grauer & Weil (Thailand) Limited – Rs. 83.82 Lacs (P.Y. Rs. 83.82 Lacs). The net worth of these companies, except for Growel Sidasa Industries Private Limited has eroded. The management has taken several steps to revive the performance of these companies viz. change in the local management of these companies, more proactive monitoring of performance, linkage of remuneration packages to performance and aggressive sales plans. The management considers these as strategic investments. Based on the projected future earnings, the management is of the opinion that the diminution in value of investments is temporary and that no provision is required, upon which, the auditors being unable to make an informed judgement, have placed their reliance.

M. Segment Reporting

The following tables present revenue and profit/(loss) information regarding business and geographical segments for the year ended 31st March, 2014 and certain assets and liabilities information regarding business and geographical segments as at 31st March, 2014.

N. Previous year figures have been regrouped and reclassified wherever required.

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Mar 31, 2013

A. Contingent Liabilities not provided for:

2012-2013 2011-2012 (Rupees In lacs) (Rupees In lacs)

Disputed matters in appeal / contested in respect of;

- Income Tax 0.94

- Excise Duty / Service tax 279.38 231.53

- Sales Tax 23.96 23.96

Bank Guarantees 1048.21 1089.90

Custom Duty 35.82

B. Estimated amount of contracts remaining to be executed on Capital account and not provided 174.06 573.18 for (net of advances)

C. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated if realised in the ordinary course of the business.

D. The Company has taken various premises under operating leases. These are generally not non-cancellable, range between 11 months to 3 years and above, and are renewable by mutual consent on mutually agreeable terms. Lease payments are recognised in the statement of Profit and Loss under the head "Rent".

F. The Company enters into forward exchange contracts being derivatives instruments, which are not intended for trading or speculative purposes, but for hedge purposes, to establish the amount of reporting currency required or available at the date of settlement.

G. Micro, Small and Medium Enterprise Development Act, 2006

The information given below and that given in Note 9 Trade Payables "regarding Micro, Small and Medium enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

H. The company has investment of Rs. 232.85 lacs (P.Y. 232.85 lacs) in equity shares of Grauer & Weil (Shanghai) Ltd, a wholly owned subsidiary company and investment in equity shares of Growel Goema (I) Pvt. Ltd, Growel Sidasa Industries Pvt. Ltd and Grauer & Weil (Thailand) Limited being investment in associates amounting to Rs 227.65 (P.Y. 143.31 lacs). The net worth of these companies have eroded. The management considers these as strategic investments and the company has also during the year infused fresh capital. Based on the projected future earnings, the management is of the opinion that the diminution in value of investments is temporary and that no provision is required, upon which , the auditors being unable to make an informed judgment, have placed their reliance.

I Segment reporting

The following tables present revenue and profit/(loss) information regarding business/ geographical segments for the year ended 31st March, 2013 and certain assets and liabilities information regarding business and geographical segments as at 31st March, 2013

J. Related party disclosures (i) List of Related Parties Subsidiaries

Grauer & Weil (Shanghai) Ltd Grauer & Weil (UK) Ltd

Associates

Growel Goema (I) Pvt Limited Growel Sidasa Industries Pvt Ltd Grauer & Weil (Thailand) Limited Poona Bottling Company Pvt Limited

Key Management Personnel, their relatives and enterprises where significant influence exists, with whom the company had transactions

Mr.Umeshkumar N. More

Mr.Rameshkumar R More

Mr.Neerajkumar U More

Mr.Rohitkumar R More

Mr.Vinod Haritwal

Mr. M M Chaturvedi

Mr. Harnish Juthani

Mr. K C Srivastava

Mr. Suresh Pareek

Mr. Yogesh Samat

Growel Softech Limited

Digikore Designs Limited

Digikore Studio Limited

Growel Projects Limited

Ridhi Sidhi Limited

Bubna More & Co Pvt Limited

Radhakishan Nandlal Pvt Limited

Growel Corporate Management Limited

Waluj Bevrages Pvt. Ltd

Relatives of Key Management Personnel

Mrs. Premlata U More Wife of Mr. Umeshkumar More

Mrs. Pallavi N More Wife of Mr. Nirajkumar More

K During the year company has given donation to a political party:- Republican party of India amounting to Rs. 0.11 Lacs U Previous years figures have been regrouped and reclassified wherever required.

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Mar 31, 2012

A. Contingent Liabilities not provided for:

2011-2012 2010-2011 (Rupees in Lacs) (Rupees in Lacs)

Disputed matters in appeal / contested in respect of;

- Income Tax 0.94 0.94

- Excise Duty / Service tax 231.53 44.16

- Sales Tax 23.96 29.29

Bank Guarantees 1089.90 813.67

Others - 1.00

B. Estimated amount of contracts remaining to be executed on Capital account and not provided 573.18 24.62 for (net of advances)

C. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated if realised in the ordinary course of the business.

D. The Company has taken various premises under operating leases. These are generally not non-cancellable and range between 11 months to 3 years and above and are renewable by mutual consent on mutually agreeable terms. Lease payments are recognised in the statement of Profit and Loss under the head "rent".

Minimum Lease payments;

Depreciation includes Rs- 24.22 lacs (PY. 20.36 lacs ) in respect of Fixed Assets used for Research & Development.

Capital Expenditure on Research & Development during the year is Rs 40.91 lacs (PY. 71.48 lacs).

This information also complies with the terms of approval of In-house Research & Development facility at R&D centre, Kandivli, Mumbai granted by Government of India, Ministry of Science & Technology. Department of Scientific & Industrial Research for the period 1st April, 2009 to 31st March, 2012 vide their letter No. T.U.IV-15 (305)/2009 dated l6th,June, 2009.

The Research & Development expenditure incurred during the year at other locations of the company not included in above is as follows:

E. The Company enters into forward exchange contracts being derivates instruments, which are not intended for trading or speculative purposes, but for hedge purposes, to establish the amount of reporting currency required or available at the date of settlement.

F. The company has investment of Rs. 232.85 lacs (PY. 78.90 lacs) in equity shares of Grauer & Weil (Shanghai) Ltd, a wholly owned subsidiary company and investment in equity shares of Growel Goema (I) Pvt. Ltd, Growel Sidasa Industries Pvt. Ltd and Grauer & Weil (Thailand) Limited being investment in associates amounting to Rs 143.31 (PY. 70.47 lacs). The net worth of these companies have eroded. The management considers these as strategic investments and the company has also during the year infused fresh capital. Based on the projected future earnings, the management is of the opinion that the diminution in value of investments is temporary and that no provision is required, upon which , the auditors being unable to make an informed judgment, have placed their reliance.

G. During the year the company sold 4,000 equity shares of Poona Bottling Company Private Limited at market value, accordingly, the investment is lower than 50% and Poona Bottling Company Private Limited is no longer a subsidiary of the company.

H. Related party disclosures

(i) List of Related Parties Subsidiaries

Grauer & Weil (Shanghai) Limited

Growel UK Limited

Associates

Growel Goema (I) Pvt Limited

Growel Sidasa Industries Pvt Limited

Grauer & Weil (Thailand) Limited

Poona Bottling Company Pvt Limited

Key Management Personnel, their relatives and enterprises where significant influence exists, with whom the company had transactions

Mr. Umeshkumar N. More

Mr. Rameshkumar R More

Mr. Nirajkumar U More

Mr. Rohitkumar R More

Mr. Vinod Haritwal

Mr. Rohan Shah

Mr. M M Chaturvedi

Mr. Harnish Juthani

Mr. K C Srivastava

Mr. Suresh Pareek

Mr. Mr. Yogesh Samat

Growel Softech Limited

Digikore Designs Limited

Digikore Studio Limited

Growel Projects Limited

Ridhi Sidhi Limited

Bubna More & Co Pvt Limited

Radhakishan Nandlal Pvt Limited

Growel Corporate Management Limited

Waluj Bevrages Pvt. Ltd

Relatives of Key Management Personnel

Mrs. Premlata U More Wife of Mr. Umeshkumar More

Mrs. Pallavi N More Wife of Mr. Nirajkumar More

Mr. Abhishek R . More Son of Rameshkumar More

I. The Central Government vide notification SO. 447 (E) dated February 28, 2011, has revised the Schedule VI under the Companies Act, 1956 and the same has become applicable for the Financial Statements to be prepared for the financial year commencing on or after April 1, 2011. Accordingly, the Company has reclassified the previous year figures to conform to this year's classification. The adoption of the revised Schedule VI does not impact the recognition and measurement principles followed for the presentation of the Financial Statements.

J. Previous years figures have been regrouped and reclassified wherever required.

Signatures to Notes 1 to 27 which form an integral part of the Financial Statements

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Mar 31, 2011

1. Contingent Liabilities not provided for: 2010-2011 2009-2010 (Rs. in '000) (Rs. in '000)

Disputed matters in appeal / contested in respect of;

- Income Tax 94 5850

- Excise Duty 4416 4416

- Sales Tax 2929 4534

Bank Guarantees 81367 44009

Others 100 -

2. In the opinion of the Board, the current Assets, Loans and Advances are approximately of the value stated if realised in the ordinary course of the business.

3. The company has taken various premises under operating leases. These are generally not non-cancellable and range between 11 months to 3 years and above and are renewable by mutual consent on mutually agreeable terms. Lease payments are recognised in the Profit and Loss Account under the head "rent".

4. The company has investment of Rs. 78.90 lacs in equity shares of Grauer & Weil (shanghai) Ltd , a wholly owned subsidiary company and investments in equity shares of Growel Goema (I) Pvt. Ltd, Growel sidasa Industries Pvt. Ltd and Grauer & Weil (Thailand) Limited being investments in associates amounting to Rs. 70.47 lacs. The net worth of these companies have eroded. The management considers these as strategic investments and based upon projected future earnings, expects that the dimunition in value of investments is temporary and that no provision is required, upon which, the auditors being unable to make an informed judgement, have placed their reliance.

5 Related party disclosures

(i) List of Related Parties Subsidiaries

Poona Bottling company Pvt Limited Grauer & Weil (shanghai) Ltd

Associates

Growel Goema (I) Pvt Limited

Growel sidasa Industries Pvt Ltd

Grauer & Weil (Thailand) Limited

Key Management Personnel, their relatives and enterprises where significant influence exists, with whom the company had transactions

Mr. Umeshkumar N. More

Mr. Rameshkumar R More

Mr. Nirajkumar U More

Mr. Rohitkumar R More

Mr. Rohan shah

Mr. M M chaturvedi

Mr. harnish Juthani (upto 15th March, 2011)

Mr. K c srivastava

Mr. suresh Pareek

Mr. Yogesh samat

Growel softech Limited

Digikore Designs Limited

Growel Projects Limited

Ridhi sidhi Limited

Bubna More & co Pvt Limited

Radhakishan Nandlal Pvt Limited

Growel corporate Management Limited

Waluj Bevrages Pvt. Ltd

Relatives of Key Management Personnel

Mrs. Premlata U More Wife of Mr. Umeshkumar More

Mrs. Pallavi N More Wife of Mr. Nirajkumar More

Mrs. Draupadidevi N More Mother of Mr. Umeshkumar More Mr. Abhishek R More son of Mr. Rameshkumar More

6 Previous years figures have been regrouped and reclassified wherever required.

---

Mar 31, 2010

1. Contingent Liabilities not provided for:

2009-2010 2008-2009

(Rs. in 000) (Rs. in 000

Disputed matters in appeal / contested in respect of

Income Tax 5850 8652

Excise Duty 4416 4805

Sales Tax 4534 4595

Other matters - 15406

Bank Guarantees 44009 15940



*Excluding Contribution / Provision for Gratuity and Leave Encashment

Notes:

1. All the above loans and advance are interest bearing.

2. Loans to employees as per Companies policies are not considered

3. Previous year figures are in brackets.

2. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated if realised in the ordinary course of the business.

3. The Company has taken various premises under operating leases. These are generally not non-cancellable and range between I I months to 3 years and above and are renewable by mutual consent on mutually agreeable terms. Lease payments are recognised in the Profit and Loss Account under the head "rent".

Depreciation includes Rs 2094 thousand (RY. 2352 thousand) in respect of Fixed Assets used for Research & Development.

Capital Expenditure on Research & Development during the year is Rs 80928 thousand (RY. 2261 thousand).

This information also complies with the terms of approval of In-house Research & Development facility at R&D centre, Kandivli, Mumbai granted by Government of India, Ministry of Science & Technology. Department of Scientific & Industrial Research for the period Ist April,2009 to 31st March, 2012 vide their letter No. T.U.IV-15 (305)/ 2009 dated 16th,June, 2009.

4. Employee Benefits:

The management has relied on the overall actuarial valuation conducted by the actuary. However, experience adjustments on plan liabilities are not readily available hence not disclosed.

The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion and other releva factors such as supply and demand in the employment market. * included in "Salaries; Wages, Bonus Etc." (Refer schedule K)

5. The Company enters into forward exchange contracts being derivates instruments, which are not intended for trading or speculative purposes, but for hedge purposes, to establish the amount of reporting currency required or available at the date of settlement.

(i) The company does not have any outstanding position in respect of forward exchange contracts as at 31M March, 2010.

6. Micro, Small and Medium Enterprise Development Act ,2006

7. The company has investment of Rs. 78.90 lacs in equity shares of Grauer & Weil ( Shanghai) Ltd , a wholly owned subsidiary company and investments in equity shares of Growel Goema (I) Pvt. Ltd, Growel Sidasa Industries Pvt. Ltd and Grauer & Weil (Thailand ) Limited being investments in associates amounting to Rs. 70.47 lacs. The net worth of these companies have eroded. The management considers these as strategic investments and based upon projected future earnings, expects that the dimunition in value of investments is temporary and that no provision is required , upon which , the auditors being unable to make an informed judgement, have placed their reliance.

8. Scheme of Merger:

Pursuant to the scheme of merger under section 18(1 )(c) and other applicable provisions of "Sick Industrial Companies (Special Provisions) Act, 1985" (SICA) sanctioned by the Honble BIFR vide orders dated 24th July, 2009 and I I th September, 2009 Bombay Paints Ltd engaged in the manufacture of Paints, has been merged into the company with effect from the appointed date I st April, 2008. The scheme has become effective W.E.F. I st October 2009, upon the company filing the order of the BIFR sanctioning the scheme with registrar of companies.

9 Segment reporting

The following tables present revenue and profit/(loss) information regarding business/ geographical segments for the year ended 31 st March, 2010 and certain assets and liabilities information regarding business and geographical segments as at 31st March, 2010

Note : Previous years figures are in brackets

10 Related party disclosures

(i) List of Related Parties Subsidiaries

Poona Bottling Company Pvt Limited

Growel Energy Company Limited

Grauer & Weil (Shanghai) Ltd

Associates

Growel Goema (I) Pvt Limited

Growel Sidasa Industries Pvt Ltd

Grauer & Weil (Thailand) Limited

Key Management Personnel, their relatives and enterprises where significant influence exists, with whom the company had transactions

Mr. Umeshkumar N. More

Mr. Rameshkumar R More

Mr. Nirajkumar U More

Mr. Rohitkumar R More

Mr. Rohan Shah

Mr. M M Chaturvedi

Mr. Harnish Juthani

Mr. K C Srivastava

Mr. Suresh Pareek

Growel Softech Limited

Digikore Designs Limited

Growel Projects Limited

Ridhi Sidhi Limited

Bubna More & Co Pvt Limited

Radhakishan Nandlal Pvt Limited

Growel Corporate Management Limited

Waluj Bevrages Pvt Ltd

Relatives of Key Management Personnel

Mrs. Premlata U More

Mrs. Pallavi N More

Mrs. Draupadidevi N More

Mr. Abhishek R More

No amount has been provided as doubtful debts or advances written off or written back in the year in respect of debts due from / to above related parties.

11 EARNINGS PER SHARE

* Includes 988250 equity shares to be issued (since issued) to erstwhile Bombay Paints Ltd shareholders to be isuued against share capital suspense to the share holders of erstwhile Bombay paints Limited under the sceme of merger.

12 Deferred Tax

* Includes Production for Inter Manufacturing Unit, Captive Consumption & Free Samples

** The Company is manufacturing different types of Plants and equipments on made to order basis, quantitywise information is not feasible.

As the Company is manufacturing different types of Plants and Equipments on made to order basis, quantitywise information is not feasible. Others include sale of chemicals for which Quantity-wise bifurcation have not been ascertained by the company

13 Previous years figures have been regrouped and reciassified wherever required