Directors Report of Grauer & Weil (India) Ltd.
Mar 31, 2018
The directors have pleasure in presenting their 60th Annual Report together with the audited annual accounts of the Company for the financial year ended March 31, 20I8.
FINANCIAL RESULTS
(Rs. in Million)
|
Particulars |
2017-18 |
2016-17 |
|
Gross Total Revenue |
56I4.22 |
530I.07 |
|
Net Revenue |
5023.47 |
4342.05 |
|
Earnings before Interest, Depreciation, Tax & Amortizations (EBIDTA before Exceptional Item) |
I042.03 |
893.75 |
|
Profit before Tax |
874.37 |
738.59 |
|
Provision for Tax (Current & Deferred Tax) |
268.79 |
I86.28 |
|
Net Profit after Tax |
605.58 |
552.31 |
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 0.60 per equity share of face value of Re. 1/- each (i.e. 60%) on the equity share capital of Rs. 226.7I Million for the financial year ended March 31, 2018 and seeks your approval for the same. The dividend paid for the previous financial year was 40% i.e. Re. 0.40 on equity shares of face value of Re. 1/- each.
OPERATIONS
During the year under review, Company recorded a 15.69% growth in Net Revenues. Profit before Tax registered a 18.38% growth and the Net Profit of the Company improved by 9.64%.
A full analysis and discussion on the business outlook is included in this Annual Report under the heading âManagement Discussion and Analysis'' as Annexure âAâ to this Report.
MATERIAL CHANGE
Last year, Company set up a new plant for production of paints at Dadra and it started operations in January, 20I7 with an installed capacity of 5,000 KL p.a. Company is currently in the process of expanding the said plant with an additional capacity of around 5,000 KL p.a. which is expected to be completed by December, 2018.
SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS OR COURTS
There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
SHARE CAPITAL
As on March 31, 2018, the paid-up equity share capital of your company is Rs. 226.71 Million consisting of 22,67,05,750 Equity Shares of Re.1/each fully paid up. During the year under review, the Company has not issued shares with differential voting rights nor has it granted any Stock Options or Sweat Equity Shares. As on March 31, 2018, none of the directors of the Company held instruments convertible into equity shares of the Company.
CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under the SEBI Listing Regulations forms an integral part of this Report. (Annexure âBâ)
The requisite certificate from Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance of SEBI Listing Regulation is attached to the report on Corporate Governance. (Annexure âCâ)
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has been adopting this concept even before commencement of Companies Act, 20I3. As a responsible corporate citizen, the Company has been undertaking and participating in the various socially important activities in the fields of health, education, gender equality, ecological balance, environmental sustainability among others. The Company has also framed a CSR policy in accordance with the provisions of the Companies Act, 20I3 and rules made there under. The contents of the CSR policy are disclosed on the website of the Company (www. growel.com/Page/csr). CSR activities carried out by the Company are in accordance with Schedule VII of the Act and CSR policy of the Company.
The brief report of the Corporate Social Responsibility (CSR) activities carried out by the Company during the year are set out in Annexure âDâ of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 20I4. During the year under review, Company has spent Rs. I.04 Million towards CSR activities against Rs. II.49 Million to be spent as per Section I35 of the Companies Act, 20I3. Despite undertaking various CSR activities, the Company was unable to spend the required amount since enough projects and opportunities were not available. Company is in the process of identifying specific projects, which can contribute to the overall social and economic growth, development and prosperity of the communities and society as a whole residing in the vicinity of the operations of the Company. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new / revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same
The Company has an Internal and operational audit departments headed by Professional and experience personnel. The main thrust of Internal Audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual, which is reviewed each year in consultation with the Statutory Auditor of the Company and the Audit Committee. To maintain its objectivity and effectiveness, the Internal Audit function reports directly to the chairman / CEO of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with the provisions of Section I77(9) of the Companies Act, 20I3 and the Regulation 22 of SEBI Listing Regulations, the Board of Directors of the Company has framed the âWhistle Blower Policyâ as the vigil mechanism for Directors and employees of the Company to report genuine concerns about any instance of unethical behaviour, fraud or violation of Company''s Code of conduct directly to the Management.
The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provisions for direct access to the Chairman of the audit Committee in exceptional cases. None of the personnel of the company has been denied access to the Audit Committee. During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company. The whistle Blower Policy is displayed on the Company''s website viz. www.growel.com
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section I34(3)(a) of the Companies Act, 20I3 read with Rule 8 of Companies (Accounts) Rules, 20I4 and Rule I2 of Companies (Management & Administration) Rules, 20I4, Extract of the Annual Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure âEâ attached herewith and which forms part of this Report.
FIXED DEPOSITS
During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as âDeposits'' in terms of Section 73 of the Companies Act, 20I3 read with the Companies (Acceptance of Deposit) Rules, 20I4 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 20I3 is not applicable.
LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments given / made during the financial year under review and governed by the provisions of Section I86 of the Companies Act, 20I3 forms part of the notes to the financial statements provided in this Annual Report.
RELATED PARTY TRANSACTIONS
All the transactions / contracts / arrangements of the nature as specified in Section I88(I) of the Companies Act, 20I3 entered by the Company during the year under review with related party(ies) are in ordinary course of business and on arm''s length. Further none of such transactions / contracts / arrangements with promoters, directors, Key Managerial Personnel or other designated persons are material (i.e., satisfying the criteria provided in first proviso of section I88(I) of the Companies Act, 20I3) in nature. Hence, no particulars in form AOC - 2 are furnished. Kindly refer the financial statements for the transactions with related parties entered during the year under review.
Prior omnibus approval of the Audit Committee is obtained for the transactions. A statement giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval. The policies on related party transactions which are on arms length basis are available on www.growel.com/subpage/policies.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
As per provisions of Companies Act, 20I3 and in terms of Articles of Association of the Company, Shri Umeshkumar More, Whole-time Director designated as Chairman of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment. The board recommends his re-appointment.
During the year under review, Smt. Pallavi More, Whole-time Director of the Company resigned w.e.f. closing of business hours of February 7, 2018, due to personal reason. The board places on record its appreciation for the services rendered by her during the tenure of directorship.
During the year under review, Shri Madan Mohan Chaturvedi, Independent Director of the Company expired on November I0, 20I7, due to illness. The board places on record the valuable contribution made by Late Shri Madan Mohan Chaturvedi during his tenure as Independent Director.
Late Shri Madan Mohan Chaturvedi was chairman of Nomination and Remuneration Committee and member of Audit Committee. Consequent upon his death, Shri Tarun Kumar Govil was appointed chairman of the Nomination and Remuneration Committee and Shri Yogesh Samat was inducted as a member of the Audit Committee w.e.f. November I3, 20I7.
Pursuant to the Companies Act, 20I3, in the 56th Annual General Meeting of the Company held on July 31, 20I4, members appointed Shri Suresh Pareek and Shri Tarun Kumar Govil as Independent Non-executive Directors of the Company to hold office for a period of 5 (Five) consecutive years i.e. from July 31, 20I4 to July 30, 20I9, not liable to retire by rotation.
As per provision of Section I49(I0) of the Act, an Independent Director shall hold office for a term upto five consecutive years on the board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term of upto five consecutive years on the board of the Company.
In the opinion of the board, Shri Suresh Pareek and Shri Tarun Kumar Govil, possesses appropriate skills, experience and knowledge and fulfil the conditions as specified under the Act, Rules and SEBI Listing Regulations for re-appointment as an Independent Non-executive Directors of the Company and are independent of the management. Further they offer themselves for re-appointment. The board considers that their continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Shri Suresh Pareek and Shri Tarun Kumar Govil as Independent Directors.
The board, based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections I49, I50, I52 read with Schedule IV and any other applicable provisions, if any of the Act and the Companies (Appointment and Qualification of Directors) Rules, 20I4 and Regulation I6(I)(b) of SEBI Listing Regulations, proposes re-appointment of Shri Suresh Pareek and Shri Tarun Kumar Govil, as Independent Directors for another term of five consecutive years from July 31, 2019 to July 30, 2024.
Brief resumes of directors proposed to be appointed / re-appointed, nature of their expertise and names of the companies in which they hold directorships and memberships / chairmanships of board and committees, shareholding and relationships between the directors inter-se as stipulated under Regulation 36(3) of the SEBI Listing Regulations forms part of the Notice of the Annual General Meeting and is annexed to this Annual Report.
Pursuant to sub Section (7) of Section I49 of the Companies Act, 20I3 and Regulation I6(I)(b) of the SEBI Listing Regulations, all the Independent Directors of the Company have given declarations to the Company that they meet the criteria of independence as required under the Act and the Regulations.
Pursuant to the provisions of Companies Act, 20I3 and SEBI Listing Regulations, the board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The Company has also carried out training / familiarization programme for Independent Directors, details of which are set out in the Corporate Governance Report.
The board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of directors, senior management personnel and their remuneration. The remuneration policy is available on website of the Company (www.growel. com/subpage/policies).
A calendar of board meetings is prepared and circulated in advance to the directors. During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 20I3.
BOARD COMMITTEES
Board of Directors of the Company has constituted four committees viz. Audit Committee, Nomination and Remuneration Committee, CSR Committee and Stakeholders Relationship Committee. Detailed note on the composition of board and its committees, numbers of meetings held during the year and other related details are provided in the Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is sensitive to women employees at workplace. As required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 20I3, the Company has a formal policy to ensure safety of women and prevention of sexual harassment and has set up Internal Complaints Committee (ICC) at its work places to redress the complaints of women employees. All employees (permanent, contractual, temporary, trainees) are covered under the policy. During the financial year 20I7-I8, one complaint was received from an employee and was redressed. No complaint is outstanding as on March 31, 2018 for redressal.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and explanations obtained by us, we make the following statements in terms of Section I34(3)(c) of the Companies Act, 20I3:
a. that in the preparation of annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Note No. I of the notes to the financial statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 20I3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
SUBSIDIARY & ASSOCIATES COMPANIES
As on date, Company has 3 (Three) Overseas Subsidiaries viz. Grauer & Weil (Shanghai) Ltd. at China, Grauer & Weil (UK) Ltd. at United Kingdom and Growel Chemicals Ltd. at Thailand. During the year, the Board of Directors reviewed the affairs of the subsidiaries.
During the year under review Company also has 3 (Three) Associates Companies viz. Grauer & Weil (Thailand) Co. Limited, Grauer & Weil Engineering Private Limited (Previously known as Growel Goema (India) Private Limited) and Growel Sidasa Industries Private Limited.
Details of the subsidiaries and associates companies form part of financial statements.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements have been prepared by the Company in accordance with the requirements of Ind AS II0 on consolidated financial statements issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements, together with the Auditors'' Report, form a part of the Annual Report. Further, a statement containing the salient features of the financial statements of the subsidiaries and associates in the prescribed format AOC-I is attached as a part of financial statements.
STATUTORY AUDITOR
At the 59th Annual General Meeting held on September 25, 20I7, M/s SCA & Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the 64th Annual General Meeting of the Company to be held in the calendar year 2022.
The Company has obtained a eligibility certificate from M/s SCA & Associates under Section I39(I) of the Companies Act, 20I3, that appointment, if made, will be in accordance with the provisions of Section I4I of the Companies Act, 20I3 and they are not disqualified to be continued as auditors of the Company under Section I4I(3) of the Companies Act, 20I3.
COST AUDITOR
The board has appointed the M/s V J. Talati & Co. as Cost Auditors for conducting the audit of cost records of the Company for Chemicals, Engineering and Lubricants segments of the Company for the financial year 20I7-I8. The board, on the recommendation of Audit Committee, has reappointed M/s V J. Talati & Co., firm of Cost Auditors, as Cost Auditor of the Company for the financial year 2018-I9.
SECRETARIAL AUDITORS
The board has appointed M/s GMJ & Associates, firm of Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year 20I7-I8. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure âFâ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The board, on the recommendation of Audit Committee, has reappointed M/s GMJ & Associates, firm of Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2018-I9.
AUDITORSâ OBSERVATIONS
The observations of the auditors contained in their report have been adequately dealt with in Note No. â33(P)'' to the accounts which are self explanatory and therefore, do not call for any further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to Section I34(3)(m) of the Companies Act, 20I3, read with Rule 8(3) of the Companies (Accounts) Rules, 20I4 are given in Annexure âGâ to this Report.
PARTICULARS OF EMPLOYEES
The Disclosure as required under Section I97 of the Companies Act, 20I3 and under Rule 5(I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 is available for inspection to the members at the registered office of the Company on any working days between I0.00 am to I2.00 noon upto the date of the Annual General Meeting i.e. August 30, 2018. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.
Information relating to remuneration of Directors under Section I97 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 has been given in the Corporate Governance Report.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company is conscious of the importance to environmental friendly and safe operations. The company''s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources. All plants of the Company fully comply with the laws, regulations and requirements stipulated by the concerned Pollution Control Board.
LISTING
The equity shares of the Company are at present listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 00I. The Company is regular in payment of listing fees.
APPRECIATION
The directors wish to put on record their appreciation for the support of all our bankers and the dedication and support of all our members and associates. Their efforts continue to be integral to our Company''s ongoing success.
Registered Office: For & on behalf of the Board of
Growel Corporate, Grauer & Weil (India) Limited
Akurli Road, Kandivli [East],
Mumbai - 400 I0I Nirajkumar More Vinod Haritwal
Date : May 30, 2018 Managing Director CEO & Whole-time Director
Mar 31, 2017
The Directors have pleasure in presenting their 59th Annual Report together with the Audited Annual Accounts of the Company for the Financial Year ended March 3I, 20I7.
FINANCIAL RESULTS
(Rs. in Million)
|
Particulars |
2016-17 |
2015-16 |
|
Gross Total Revenue |
5406.7 |
5I30.7 |
|
Net Revenue |
4447.7 |
4280.0 |
|
Earnings before Interest, Depreciation, Tax & Amortizations (EBIDTA) (before Exceptional Item) |
897.2 |
804.4 |
|
Profit Before Tax |
698.7 |
525.9 |
|
Provision for Tax (FBT, Current & Deferred Tax) |
I86.3 |
I35.4 |
|
Net Profit after Tax |
5I2.4 |
390.5 |
|
Add: Profit brought forward from previous years |
25.9 |
II.8 |
|
Profit available for disposal |
538.3 |
402.3 |
|
Dividend and Tax thereon |
- |
76.4 |
|
Transfer to General Reserve |
400.0 |
300.0 |
|
Profit carried forward |
I38.30 |
25.9 |
DIVIDEND
Board has recommended a Dividend for the Financial Year ended March 3I, 20I7 @ 40% i.e. Re. 0.40 on Equity Shares of Face Value of Re. I/each and seeks your approval for the same. The Dividend paid for the previous Financial Year was 28% (including Interim Dividend @ 20%) i.e. Re. 0.28 on Equity Shares of Face Value of Re. I/- each.
OPERATIONS
During the year under review, Company recorded a 3.92% growth in Net Revenues. Profit before Tax registered a 32.86% growth and the Net Profit of the Company improved by 3I.22%.
A full analysis and discussion on the business outlook is included in this Annual Report under the heading âManagement Discussion and Analysis'' as Annexure âAâ to this Report.
MATERIAL CHANGE
The Company set up a new plant at Dadra for production of paints. The plant has an installed capacity of 5,000 KL p.a. and started operations in January, 20I7.
SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS OR COURTS
There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
SHARE CAPITAL
The paid up Equity Share Capital as at March 3I, 20I7, stood at Rs. 226.7I Million. During the year under review, the Company has not issued shares with differential voting rights nor has it granted any Stock Options or Sweat Equity Shares. As on March 3I, 20I7, none of the Directors of the Company held instruments convertible into Equity Shares of the Company.
CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under the SEBI Listing Regulations forms an integral part of this Report. (Annexure âBâ)
The requisite certificate from Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance of SEBI Listing Regulations is attached to the report on Corporate Governance. (Annexure âCâ)
CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken or contributed funds for various activities in the areas of Education, Healthcare, preventive Healthcare, Sanitation, Environmental Sustain abilities etc. These activities are largely in accordance with Schedule VII of the Companies Act, 2013 and Company''s CSR Policy which is available on the website of Company (www.growel.com/page/csr) The report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 20I4 is set out in Annexure âDâ forming part of this Report.
During the year under review, Company has spent Rs. 0.42 Million towards CSR activities against Rs. 9.20 Million to be spent as per Section I35 of the Companies Act, 20I3. Despite undertaking various projects, the Company was unable to spend the required amount since enough projects and opportunities were not available. Company is in the process of identifying specific projects, which can contribute to the overall social and economic growth, development and prosperity of the communities residing in the vicinity of the operations of the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has strong Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual, which is reviewed each year in consultation with the Statutory Auditor of the Company and the Audit Committee. To maintain its objectivity and effectiveness, the Internal Audit function reports directly to the Chairman / CEO of the Company.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section I77 of the Companies Act, 20I3 and the Regulation 22 of SEBI Listing Regulations, the Company has established a Whistle Blower Mechanism / Vigil Mechanism for Directors and Employees to report genuine concerns about any instance of any irregularity, fraud, unethical behavior and / or misconduct.
This policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meeted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return in Form No. MGT-9 as per Section I34(3)(a) of the Companies Act, 20I3 read with Rule 8 of Companies (Accounts) Rules, 20I4 and Rule I2 of Companies (Management & Administration) Rules, 20I4 duly certified by the Practicing Company Secretary is annexed hereto as Annexure âEâ and forms part of this Report.
FIXED DEPOSITS
All outstanding Public Deposits accepted under erstwhile Section 58A of the Companies Act, I956 were paid in full on maturity and as on March 3I, 20I7, Company has no outstanding Fixed Deposits (Previous Year : Rs. 4.27 Million). The Company did not accept any deposits from the public falling within the ambit of Section 73 of the Companies Act, 20I3 and The Companies (Acceptance of Deposits) Rules, 20I4, during the year nor defaulted in any repayment or interest payments due thereon.
LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, Guarantees and Investments covered under the provisions of Section I86 of the Companies Act, 20I3 forms part of the notes to the Financial Statements provided in this Annual Report.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.
Prior omnibus approval of the Audit Committee is obtained for the transactions. A statement giving details of all Related Party Transactions were placed before the Audit Committee and the Board of Directors for their approval. The policies on Related Party Transactions which are on arms length basis are available on www.growel.com/subpage/policies. Since all Related Party Transactions entered into by the Company were in the ordinary course of business and on an arm''s length basis, Form AOC-2 is not applicable to the Company.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company at its Meeting held on May 30, 20I7 appointed Smt. Pallavi More as an Additional Director of the Company w.e.f. the date of Meeting to hold the office till the conclusion of next Annual General Meeting. Further, on the recommendation of the Nomination & Remuneration Committee and subject to the approvals of the Members at the forthcoming Annual General Meeting and such other approvals, consent and sanctions as may be necessary, Smt. Pallavi More were appointed as a Whole-time Director of the Company for a period of 5 years with effect from May 30, 20I7. Her term of office as Additional Director is till the conclusion of next Annual General Meeting. Being eligible, she offers herself for re-appointment. The Board recommends that she be appointed as a Whole-time Director of the Company for a period of 5 (Five) consecutive years w.e.f. May 30, 20I7, liable to retire by rotation.
The Board of Directors of the Company at its Meeting held on May 30, 20I7 appointed Shri Yogesh Samat as an Additional Director of the Company w.e.f. the date of Meeting to hold office till the conclusion of next Annual General Meeting. Being eligible, he offers himself for reappointment. The Board recommends that he be appointed as Independent Director of the Company for a period of 5 (Five) consecutive years w.e.f. May 30, 20I7, not liable to retire by rotation.
As per the provisions of Companies Act, 2013 and in terms of Articles of Association of the Company, Shri Vinod Haritwal, CEO & Whole-time Director of the Company, retires by rotation in the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment. The Board recommends his re-appointment.
During the year under review, Shri K. C. Srivastava, Independent Director of the Company resigned w.e.f. July I, 20I6, due to personal reason. The Board places on record its appreciation for the services rendered by Shri K. C. Srivastava during the tenure of his Directorship.
In compliance with Regulation 36(3) of SEBI Listing Regulations, brief resume of all the Directors proposed to be appointed / re-appointed are attached along with the Notice to the ensuing Annual General Meeting.
Pursuant to sub Section (7) of Section I49 of the Companies Act, 20I3 and Regulation I6(I)(b) of the SEBI Listing Regulations, all the Independent Directors of the Company has given declaration to the Company that they qualify the criteria of independence as required under the Act and the Regulations.
Pursuant to the provisions of Companies Act, 20I3 and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The Company has also carried out various training and familiarization programme for Independent Directors, details of which are set out in the Corporate Governance Report.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is available on website of the Company (www.growel.com/subpage/policies).
A calendar of Board Meetings is prepared and circulated in advance to the Directors. During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 20I3.
BOARD COMMITTEES
Currently Board has Four Committees viz. Audit Committee, Nomination and Remuneration Committee, CSR Committee and Stakeholders Relationship Committee. Detailed note on the Composition of Board and its Committees, Numbers of Meetings held during the year and other related details are provided in the Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has been employing about I00 women employees in various cadres. The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 20I3. Complaint Redressal Committee has been constituted to redress the complaint of Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy. During the financial year 20I6-I7, No complaints were received from any employee and no complaint is outstanding as on March 3I, 20I7 for redressal.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and explanations obtained by us, we make the following statements in terms of Section I34(3)(c) of the Companies Act, 20I3:
a. that in the preparation of annual financial statements for the year ended March 3I, 20I7, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Note No. I of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 3I, 20I7 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 20I3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. SUBSIDIARY & ASSOCIATES COMPANIES
As on date, Company has 3 (Three) Overseas Subsidiaries viz. Grauer & Weil (Shanghai) Ltd. at China, Grauer & Weil (UK) Ltd. at United Kingdom and Growel Chemicals Co. Ltd. at Thailand. During the year, the Board of Directors reviewed the affairs of the Subsidiaries.
During the year under review Company also had 3 (Three) Associates Companies viz. Grauer & Weil (Thailand) Limited, Grauer & Weil Engineering Private Limited (Previously known as Growel Goema (India) Private Limited) and Growel Sidasa Industries Private Limited.
Details of the Subsidiaries and Associates companies forms part of Financial Statements.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared by your Company in accordance with the requirements of Accounting Standard 2I on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditor''s Report thereon forms part of Annual Report. Further, a statement containing the salient features of the Financial Statements of the Subsidiaries in the prescribed format AOC-I is attached as a part of Financial Statements.
STATUTORY AUDITORS
At the 57th Annual General Meeting held on August 20, 20I5, M/s M. M. Nissim & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of 59th Annual General Meeting of the Company to be held in the calendar year 20I7 (subject to ratification at every AGM). Pursuant to Provisions of Section I39(2) of the Companies Act, 20I3 read with Companies (Audit and Auditors) Rules, 20I4, term of office of M/s M. M. Nissim & Co. as a Statutory Auditors of the Company expired and it is proposed to appoint M/s SCA & Associates as a Statutory Auditors of the Company to hold office for a period of 5 Ysars i.e. from the conclusion of 59th Annual General Meeting (AGM) till the conclusion of 64th AGM of the Company (subject to ratification at every AGM).
The Company has obtained a consent letter from M/s SCA & Associates under Section I39(I) of the Companies Act, 20I3 along with certificate that appointment, if made will be in accordance with the provisions of Section I4I of the Companies Act, 20I3 and they are not disqualified to be appointed as Auditors of the Company under Section I4I(3) of the Companies Act, 20I3.
Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the Financial Ysar ending March 3I, 20I8, as set out in the Notice convening the Meeting.
COST AUDITORS
The Board has appointed the M/s V. J. Talati & Co. as Cost Auditors for conducting the audit of cost records of the Company for Chemicals, Engineering and Lubricants segments of the Company for the Financial Year 20I6-I7. The Board has reappointed M/s V. J. Talati & Co., Firm of Cost Accountants, as Cost Auditor of the Company for the Financial Year 20I7-I8.
SECRETARIAL AUDITORS
The Board has appointed M/s GMJ & Associates, Firm of Practicing Company Secretaries, to conduct the Secretarial Audit for the Financial Ysar 20I6-I7. The Secretarial Audit Report for the Financial Year ended March 3I, 20I7 is annexed herewith marked as Annexure âFâ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Board has reappointed M/s GMJ & Associates, Firm of Practicing Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 20I7-I8.
AUDITORSâ OBSERVATIONS
The observations of the Auditors contained in their Report have been adequately dealt with in Note No. â27'' to the Accounts which are self explanatory and therefore, do not call for any further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to Section I34(3)(m) of the Companies Act, 20I3, read with Rule 8(3) of the Companies (Accounts) Rules, 20I4 are given in Annexure âGâ to this Report.
PARTICULARS OF EMPLOYEES
The requisite details as stipulated under Section I97 of the Companies Act, 20I3 and Rule 5(I) and 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 will be provided upon request and same is available for inspection to the Members at the Registered Office of the Company on any working days between I0.00 am to I2.00 noon up to the date of Annual General Meeting i.e. September 25, 20I7. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company has taken all the necessary steps for safety, environmental control and protection at all its plants. All plants of the Company fully comply with the laws, regulations and requirements stipulated by the concerned Pollution Control Board.
LISTING
The Equity Shares of the Company are at present listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. The Company is regular in payment of listing fees.
APPRECIATION
The Directors wish to put on record their appreciation for the support of all our Bankers and the dedication and support of all our Members and Associates. Their efforts continue to be integral to our Company''s ongoing success.
Registered Office: For & on behalf of the Board of Growel Corporate,
Grauer & Weil (India) Limited Akurli Road, Kandivli [East],
Mumbai - 400 I0I Nirajkumar More Vinod Haritwal
Date : May 30, 20I7 Managing Director CEO & Whole-time Director
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 57th Annual Report
together with the Audited Annual Accounts of the Company for the
financial year ended March 31,2015.
FINANCIAL RESULTS
Particulars 2014-15 2013-14
Rs. in Million Rs. in Million
Gross Total Revenue 4975.2 4637.7
Net Revenue 4187.6 3892.8
Earnings before Interest,
Depreciation, Tax & Amortizations (EBIDTA) 764.3 640.8
Profit Before Tax 459.8 358.5
Provision for Tax (FBT, Current &
Deferred Tax) 128.0 50.6
Net Profit after Tax 331.8 307.9
Add: Profit brought forward from
previous year 10.0 44.5
Profit available for disposal 341.8 352.4
Proposed Dividend and Tax thereon 60.0 42.4
Transfer to General Reserve 270.0 300.0
Profit carried forward 11.8 10.0
DIVIDEND
Your Board has recommended payment of Dividend for the year ended March
31,2015 at 22% i.e. 22 paisa on Equity Shares of Re.1/- each and seeks
your approval for the same.
OPERATIONS
During the year under review, Company recorded a 7.57% growth in net
revenues. Profit before Tax registered a 28.28% growth, however due to
higher provision for Tax, the net profit of the Company improved by
7.77%.
A full analysis and discussion on the business outlook is included in
this Annual Report under the heading ''Management Discussion and
Analysis'' as Annexure ''A'' to this Report.
MATERIAL CHANGE
One of the plants of the Company at Chembur in Mumbai for production of
paints, discontinued production w.e.f. May 1,2015. All the workmen and
staff employed in the plant retired through a voluntary retirement
scheme or shifted to other plants of the Company.
SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS OR COURTS
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
SHARE CAPITAL
The paid up Equity Share Capital as at 31st March, 2015, stood at Rs.
226.71 Million. During the year under review, the Company has not
issued shares with differential voting rights nor has it granted any
Stock Options or Sweat Equity. As on March 31,2015, none of the
Directors or the Company held instruments convertible into equity
shares of the Company.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on corporate governance practices followed by the
Company forms an integral part of this Report as Annexure ''B''.
The requisite Certificate from the Statutory Auditors of the Company
confirming Compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49 is attached to this Report as
Annexure ''C''.
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility
(CSR), the Company has undertaken or contributed funds for various
activities in the areas of Education, Healthcare, preventive
Healthcare, Sanitation, Environmental Sustainabilities etc. These
activities are largely in accordance with Schedule VII of the Companies
Act, 2013 and Company''s CSR Policy. The report on CSR activities as
required under Companies (Corporate Social Responsibility Policy)
Rules, 2014 is set out in Annexure ''D'' forming part of this Report.
Company is in the process of identifying specific projects which can
contribute to the overall social and economic growth, development and
prosperity of the communities residing in the vicinity of operations of
the Company. During the year under review, Company has spent Rs. 0.21
Million towards CSR activities against Rs. 5.98 Million to be spent as
per Sec. 135 of the Companies Act, 2013.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit (IA) function is defined in the Internal Audit Manual.
To maintain its objectivity and effectiveness, the Internal Audit
function reports directly to the Chairman / CEO of the Company.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company and its subsidiaries. Based on the report of internal
audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit
Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil policy and mechanism to deal with instance of
fraud and mismanagement, if any.
This policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meeted
out to any person for a genuinely raised concern. A high level
Committee has been constituted which looks into the complaints raised.
BUSINESS RISK MANAGEMENT
Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of
the Listing Agreement, the Company has constituted a Business Risk
Management Committee. The details of the committee and its terms of
reference are set out in the Corporate Governance Report forming part
of the Boards Report.
At present the Company has not identified any risk, which may threaten
the existence of the Company.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return in form No. MGT-9 as per Section 134(3)(a)
of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts)
Rules, 2014 and Rule 12 of Companies (Management & Administration)
Rules, 2014 duly certified by the Practising Company Secretary is
annexed hereto as Annexure ''E'' and forms part of this report.
FIXED DEPOSITS
The Company''s balance of Deposits as on March 31,2015 was Rs. 7.34
Million (Previous Yfear : Rs. 22.88 Million). The Company did not
accept any deposits from the public falling within the ambit of Section
73 of the Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014 during the year nor defaulted on any repayment or
interest payments due thereon.
LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to Financial Statements.
RELATED PARTIES TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm''s length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons, which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee
and the Board for approval. Prior omnibus approval of the Audit
Committee is obtained for the transactions. A statement giving details
of all related party transactions is placed before the Audit Committee
and the Board of Directors for their approval.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company at its Meeting held on August 14,
2014 appointed Smt. Aarti Shah as an Additional Director of the Company
w.e.f. the date on which DIN will be allotted by the Ministry of
Corporate Affairs to hold the office till the conclusion of next Annual
General Meeting. Being eligible, she offers herself for reappointment.
The Board recommends that she be appointed as Independent Director of
the Company for a period of 5 (five) consecutive years w.e.f. October
24, 2014, not liable to retire by rotation.
The Board of Directors had on the recommendation of the Nomination &
Remuneration Committee and subject to the approvals of the Members at
the forthcoming Annual General Meeting and such other approvals,
consent and sanctions as may be necessary appointed Shri Neeraj Garg as
a Chief Operating Officer (COO) of the Company w.e.f. January 19, 2015
and as an Additional and Whole Time Director of the Company for a
period of 5 years with effect from February 13, 2015. His term of
office as Additional Director is till the conclusion of next Annual
General Meeting. Being eligible, he offers himself for reappointment.
The Board recommends that he be appointed as a Whole Time Director of
the Company for a period of 5 (five) consecutive years w.e.f. February
13, 2015, liable to retire by rotation.
As per the provisions of the Companies Act, 2013 and in terms of the
Articles of Association of the Company, Shri Umeshkumar More, Executive
Chairman of the Company, retire by rotation and being eligible, offered
himself for re-appointment.
Shri Yogesh Samat, Independent Director resigned with effect from
August 14, 2014. The Directors place on record their appreciation of
the contribution made by Shri Yagesh Samat during the tenure of his
Directorship.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year four Board Meetings and four Audit Committee
Meetings were convened and held. The details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
AUDIT COMMITTEE
In accordance with the provisions of the Listing Agreement and
Corporate Governance, the Company has constituted an Audit Committee.
The Committee comprised of following Directors viz., Shri Suresh Pareek
(Chairman), Shri Nirajkumar More, Shri Madan Mohan Chaturvedi, Shri
Karunchandra Srivastava and Shri Tarun Govil as members.
The Audit Committee acts in accordance with the terms of reference
specified from time to time by the Board.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has been employing about 100 women employees in various
cadres. The Company has in place an Anti Sexual harassment policy in
line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaint
Redressal Committee was also constituted to redress the complaint of
Sexual Harassment. All employees (permanent, contractual, temporary,
trainees) are covered under the policy. Compliant received from an
employee during the financial year 2014-15 was effectively redressed.
No complaint is outstanding as on 31-03-2015 for redressal.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section I34(3)(c) of the Companies
Act, 2013:
a. that in the preparation of the annual financial statements for the
year ended March 31,2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
b. that such accounting policies as mentioned in Note No. I of the
Notes to the Financial Statements have been selected and applied
consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31,2015 and of the profit of the
Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going
concern basis;
e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
SUBSIDIARY COMPANIES
As on date company have 3 Overseas Subsidiaries viz. Grauer & Weil
(Shanghai) Ltd. at China, Grauer & Weil (UK) Ltd. at United Kingdom and
Growel Chemicals Co. Ltd. at Thailand.
Details of the Subsidiaries form the part of Financial Statements.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Clause 32 of the Listing Agreement with the Stock
Exchange, the Consolidated Financial Statements have been prepared by
your Company in accordance with the requirements of Accounting Standard
21 on Consolidated Financial Statements issued by the Institute of
Chartered Accountants of India. The Audited Consolidated Financial
Statements together with Auditor''s Report thereon forms part of the
Annual Report.
STATUTORY AUDITORS
M/s. M. M. Nissim & Co., Chartered Accountants, Auditors of the Company
retire at the ensuing Annual General Meeting. They are eligible for
re-appointment and have expressed their willingness to act as auditors
if re-appointed. The Company has obtained a consent letter from M/s M.
M. Nissim & Co. u/s 139(1) of the Companies Act, 2013 along with
certificate that appointment, if made, will be in accordance with the
provisions of Sec. 141 of the Companies Act, 2013 and they are not
disqualified to be appointed as Auditors of the Company u/s 141(3) of
the Companies Act, 2013. Members are requested to consider their
appointment upto Conclusion of the 59th AGM of the Company and
authorise the Board to fix their remuneration, as set out in the Notice
convening the Meeting.
COST AUDITORS
The Board has appointed the M/s V J. Talati & Co. as cost auditors for
conducting the audit of cost records of the Company for Chemicals and
Engineering segments of the Company for the financial year 2014-15.
SECRETARIAL AUDITOR
The Board has appointed M/s GMJ & Associates, Firm of Practising
Company Secretaries , to conduct Secretarial Audit for the financial
year 2014- 15. The Secretarial Audit Report for the financial year
ended March 31,2015 is annexed herewith marked as Annexure ''F'' to
this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
AUDITORS'' OBSERVATIONS
The observations of the Auditors contained in their Report have been
adequately dealt with in Note No.''27'' to the Accounts which are
self explanatory and therefore, do not call for any further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to section I34(3)(m) of the Companies Act,
2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014
are given in Annexure ''G'' to this Report.
DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details relating to ratio of remuneration, percentage
increase in remuneration etc. as stipulated under Section 197(12) and
Rule 5(1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 will be provided upon request and same is
available for inspection by the Members at the Registered Office of the
Company on any working days between 10:00 am to 12.00 noon upto the
date of the ensuing AGM. If any Member is interested in obtaining a
copy thereof, such Member may write to the Company Secretary in this
regard.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees'' particulars which is available
for inspection by the Members at the Registered Office of the Company
on any working days between 10:00 am to 12.00 noon upto the date of the
ensuing AGM. If any Member is interested in obtaining a copy thereof,
such Member may write to the Company Secretary in this regard.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company has taken all the necessary steps for safety, environmental
control and protection at all its plants. All plants of the Company
fully comply with the laws, regulations and requirements stipulated by
the concerned Pollution Control Boards.
LISTING
The Equity Shares of the Company are at present listed with BSE
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. The
Company is regular in payment of listing fees.
APPRECIATION
The Directors wish to put on record their appreciation for the support
of all our Bankers and the dedication and support of all our members
and associates. Their efforts continue to be integral to our Company''s
ongoing success.
Registered Office: For & on behalf of the Board of
Growel House, Grauer & Weil [India] Limited
Akurli Road, Kandivli [East],
Mumbai - 400 101 Niraj kumar More Vinod Haritwal
Date: May 29, 2015 Managing Director CEO & Whole Time
Director
Mar 31, 2014
THE SHAREHOLDERS
The Directors have pleasure in presenting their 56th Annual Report
together with the Audited Annual Accounts of the Company for the
financial year ended March 31, 2014.
FINANCIAL RESULTS
Particulars 2013-14 2012-13
Rs. Million Rs. Million
Gross Total Revenue 4637.7 4069.7
Net Revenue 3892.8 3371.2
Earning before Interest,
Depreciation, Tax &
Amortizations (EBIDTA) 640.8 553.9
Profit Before Tax 358.5 238.6
Provision for Tax
(FBT, Current &
Deferred Tax) 50.6 40.3
Net Profit after Tax 307.9 198.3
Add: Profit brought
forward from previous year 44.6 38.1
Profit available for disposal 352.5 236.4
Proposed Dividend
and Tax thereon 42.4 31.8
Transfer to General Reserve 300.0 160.0
Profit carried forward 10.1 44.6
DIVIDEND
Your Board has recommended payment of Dividend for the year ended March
31, 2014 at 16% i.e.16 paise on Equity Shares of Re.1/- each and seeks
your approval for the same.
OPERATIONS
During the period under review, Company recorded a 15.5% growth in net
revenues. However net profit of the Company improved by 55%.
A full analysis and discussion on the business outlook is included in
this Annual Report under the heading ''Management Discussion and
Analysis'' as Annexure A to this Report.
RESEARCH & DEVELOPMENT
The Company lays a strong emphasis on R&D. The Company''s R&D facility
at Mumbai is approved by the Department of Science & Technology,
Government of India. The Company regularly updates and adds new
products in the Chemical, Engineering, Paints as well as Lubricant
areas.
TECHNICAL COLLABORATION
The Company signed a Technology License Agreement with SIDASA, Division
of Cromogenia Units SA, Spain under which SIDASA will make available
its technical expertise in the area of industrial oils and lubricants.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is fully cognizant of its social responsibilities as a
corporate citizen. We regularly undertake projects for the welfare and
upliftment of the people, especially in the areas surrounding our
operations in different parts of the country. Some of the projects /
activities undertaken during the year were:
1. Blood Donation Camp were held at Dadra.
2. As a initiative under ''Lighting Up 101 Lives'' Campaign, Company has
distributed 101 Solar Lamps to the Adivasi tribals located deep in the
forests of Sanjay Gandhi National Park, Borivali, who are still unheard
of electricity, cooking gas etc.
3. Kandy Valley Festival, 2013 was organised especially for the kids
from the age group of 5 years to 15 years, to understand, realise and
recognise the value of money and financial security through saving,
investments concepts and financial instruments.
4. On the World Environment Day, Tree Plantation activity was carried
out at Samba and Dadra Plants.
5. A Yoga Camp was organised at Dadra for the benefit of general
public.
6. At Dadra and Barotiwala, the Company maintains public gardens for
the benefit of local people.
7. Free Eye Check up Camp was organised at Dadra in association with
Lions Eye Hospital, Vapi to provide medical and surgical aid to the
needy and poor people.
8. Company has also contributed to Chief Minister Relief Fund, J & K
Police, Bharat Scouts and Guides and for various other social
activities carried out by Government, Semi Government and Social
Organisations.
FIXED DEPOSITS
The Company''s balance of Deposits as on March 31, 2014 was Rs. 22.88
Million (Previous Year : Rs. 19.43 Million).
BOARD OF DIRECTORS
The Board of Directors of the Company at its Meeting held on May 30,
2014 appointed Mr. Tarun Govil as an Additional Director of the Company
w.e.f. the date on which, he will be allotted DIN by the Ministry of
Corporate Affairs to hold the office till the conclusion of next Annual
General Meeting. Being eligible, he offers himself for reappointment.
The Board recommend that he be appointed as Independent Director of the
Company for a period of 5 (five) consecutive years i.e. up to July 30,
2019, not liable to retire by rotation
As per the provisions of the Companies Act, 1956 and in terms of the
Articles of Association of the Company, Shri Vinod Haritwal and Shri
Karunchandra Srivastava, Directors of your Company, retire by rotation
and being eligible, have offered themselves for re-appointment.
AUDIT COMMITTEE
In accordance with the provisions of the Listing Agreement and
Corporate Governance, the Company has constituted an Audit Committee.
The Committee comprised of following Directors viz., Shri Suresh Pareek
(Chairman), Shri Nirajkumar More, Shri Madan Mohan Chaturvedi, Shri
Karunchandra Srivastava and Shri Yogesh Samat as members.
The Audit Committee acts in accordance with the terms of reference
specified from time to time by the Board.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and adheres to the Corporate Governance
requirements set out by SEBI. The report on Corporate Governance as
stipulated under Clause 49 of the Listing Agreement, forms part of the
Report.
The requisite Certificate from the Statutory Auditors of the Company
confirming Compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49 is attached to this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
a) In the preparations of the Annual Accounts, the applicable
Accounting Standards have been followed.
b) Appropriate policies have been selected and applied consistently and
judgements and estimates wherever made are reasonable and prudent, so
as to give a true and fair view of the state of affairs of the Company
as at March 31, 2014.
c) Proper and sufficient care has been taken for the maintenance of
adequate Accounting Records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the Assets of the Company and for
preventing and detecting fraud and other irregularities.
d) The Annual Accounts have been prepared on a going concern basis.
SUBSIDIARY COMPANIES
The Consolidated Financial Statements presented by the Company include
financial information of its subsidiaries prepared in compliance with
the applicable Accounting Standards. The Ministry of Corporate Affairs,
Government of India vide its Circular No. 5/12/2007-CL-III dated
February 08, 2011 has granted general exemption from attaching the
Balance Sheet, Profit and Loss Account and other documents to the
Balance Sheet of the Company provided certain conditions are fulfilled.
Any Member of the Holding Company is entitled to seek detailed
information at any point of time. The Annual Accounts of the Subsidiary
Companies have also been kept for inspection by any investor at the
Registered Office of the Company.
Details of the Subsidiaries are covered in this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Clause 32 of the Listing Agreement with the Stock
Exchange, the Consolidated Financial Statements have been prepared by
your Company in accordance with the requirements of Accounting Standard
21 on Consolidated Financial Statements issued by the Institute of
Chartered Accountants of India. The Audited Consolidated Financial
Statements together with Auditor''s Report thereon forms part of the
Annual Report.
AUDITORS
M/s. M. M. Nissim And Co., Chartered Accountants, Auditors of the
Company retire at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as
auditors if re-appointed. The Company has obtained a consent letter
from M/s M. M. Nissim And Co. u/s 139(1) of the Companies Act, 2013
along with certificate that appointment, if made will be in accordance
with the provisions of Section 141 of the Companies Act, 2013 and they
are not disqualified to be appointed as Auditors of the Company u/s
141(3) of the Companies Act, 2013. Members are requested to consider
their appointment at a remuneration to be decided by the Board of
Directors for the Financial Year ending March 31, 2015, as set out in
the Notice convening the Meeting.
AUDITORS'' OBSERVATIONS
The observations of the Auditors contained in their Report have been
adequately dealt with in Note No. ''27'' to the Accounts which are self
explanatory and therefore, do not call for any further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are given in ''Annexure C'' to this
Report.
PARTICULARS OF EMPLOYEES
The information required u/s 217(2A) of the Companies Act, 1956, read
with the rules framed hereunder form part of this report. However, as
per provisions of Section 219(1)(b)(iv) of the Act, the report and
accounts are being sent to all the shareholders excluding the statement
of particulars of employees under Section 217(2A) of the Act. Any
shareholder interested in obtaining a copy of the statement may write
to the Secretarial Department at the Company''s Registered Office
Address and the same is available for inspection by Members at the
Registered Office of the Company on any working days between 10:00 a.m
to 12.00 noon up to the date of the ensuing AGM.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company has taken all the necessary steps for safety, environmental
control and protection at all its plants. All plants of the Company
fully comply with the laws, regulations and requirements stipulated by
the concerned Pollution Control Boards.
LISTING
The Equity Shares of the Company are at present listed with BSE
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai  400 001. The
Company is regular in payment of listing fees.
APPRECIATION
The Directors wish to put on record their appreciation for the support
of all our Bankers and the dedication and support of all our members
and associates. Their efforts continue to be integral to our Company''s
ongoing success.
Registered Office: For & on behalf of the Board of
Growel House, Grauer & Weil [India] Limited
Akurli Road, Kandivli (East),
Mumbai - 400 101
Nirajkumar More
Date: 30th May, 2014 Managing Director
Mar 31, 2013
TO THE SHAREHOLDERS
The Directors have pleasure in presenting their 55th Annual Report
together with the Audited Annual Accounts of the Company for the
financial year ended March 31, 2013.
FINANCIAL RESULTS
Particulars 2012-13 2011-12
Rs. Million Rs. Million
Gross Total Revenue 4069.7 3971.8
Net Revenue 3371.2 3360.8
Earning before Interest,
Depreciation, Tax & Amortizations
(EBIDTA) 553.9 613.2
Profit Before Tax 238.6 302.4
Provision for Tax (FBT,
Current & Deferred Tax) 40.3 70.4
Net Profit after Tax 198.3 232.1
Add: Profit brought forward
from previous year 38.1 345.5
Profit available for disposal 236.4 577.6
Proposed Dividend and Tax thereon 31.8 39.5
Transfer to General Reserve 160.0 500.0
Profit carried forward 44.6 38.1
DIVIDEND
Your Board has recommended payment of Dividend for the year ended March
31, 2013 at 12% i.e. 12 paise on Equity Shares of Re. 1/- each and
seeks your approval for the same.
OPERATIONS
During the period under review, Company recorded a marginal growth in
revenues. However net profit of the Company declined by 14.56%.
A full analysis and discussion on the business outlook is included in
this Annual Report under the heading ÂManagement Discussion and
Analysis'' as Annexure A to this Report.
RESEARCH & DEVELOPMENT
The Company lays a strong emphasis on R&D. Apart from the steady flow
of updation and addition of products in the Chemical and Engineering
divisions, of the Company took significant steps to strengthen the R&D
activity in the Paints and oils & Lubricants division. The Company
expects these steps to yield dividends in near future.
TECHNICAL COLLABORATION
The Company signed a Technology License Agreement with Herbert Schmidt
GmbH & Co. KG (HSO) of Germany under which HSO will make available its
technical expertise in the area of surface finishing with emphasis on
plating on plastics.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is fully cognizant of its social responsibilities as a
corporate citizen. We regularly undertake projects for the welfare and
upliftment of the people, especially in the areas surrounding our
operations in different parts of the country. Some of the projects
were:
1. Blood Donation Camps were held at Dadra and Samba plants.
2. Early Cancer detection camp was organized in association with
Lions, Red Cross Society & Krishna Cancer Detection Centre at Red Cross
Bhavan, Silvassa.
3. A Bhandara was organized on the occasion of Hanuman Jayanti at
Hanuman Temple, Dungra and nearly 8000 to 10000 peoples took benefit of
free meal served.
4. On the World Environment Day, Environmental Awareness Camp was
organized at Kali Bari, Samba and Tree Plantation activity was also
carried out at Samba and Dadra Plants.
5. A Yoga Camp was Organised at Dadra for the benefit of general
public.
6. RCC Cement benches were donated to Van Ganga Garden, Dadra.
7. Public Water hut and Toilets were constructed near Barotiwala -
Haripur Road Bus Stop for use of general public.
8. At Dadra and Barotiwala, the Company maintains public gardens for
the benefit of local people.
9. Free Medical Check up Camp was organized at Rakh Amb Tali, Samba in
collaboration with NYBO and Government Ayurvedic Hospital, Jammu for
the needy and poor people residing in the interior parts of the
village.
10. A Seminar on ÂROAD RAGE'' was organised at Growel 101 Mall,
Kandivli. Prominent personalities from different fields namely - Dr.
Mohankumar Dahikar, Deputy Commissioner of Police (Traffic), Ms. Armin
Wandrewala (Founder & Author - Sanity On Our Roads, SOOR) and Dr. Sajid
Ali Khan of Kohinoor Hospital a noted Clinical Psychologist attended
and addressed the event.
FIXED DEPOSITS
The Company''s balance of Deposits as on March 31, 2013 was Rs.19.43
Million (Previous Year : Rs. 15.88 Million). During the year under
review, Unclaimed Matured Fixed Deposits of Rs. 15,000/- which were
unclaimed as on March 31, 2012 were transferred to Investor Education &
Protection Fund.
BOARD OF DIRECTORS
As per the provisions of the Companies Act, 1956 and in terms of the
Articles of Association of the Company, Shri Rohitkumar More and Shri
Madan Mohan Chaturvedi, Directors of your Company, retire by rotation
and being eligible, have offered themselves for re-appointment.
AUDIT COMMITTEE
In accordance with the provisions of the Listing Agreement and
Corporate Governance, the Company has constituted an Audit Committee.
The Committee comprised of following Directors viz., Shri Suresh Pareek
(Chairman), Shri Nirajkumar More, Shri Madan Mohan Chaturvedi and Shri
K. C. Srivastava as members.
The Board of Directors in its Meeting held on 30th May, 2013 appointed
Shri Yogesh Samat as a Member of the Audit Committee.
The Audit Committee acts in accordance with the terms of reference
specified from time to time by the Board.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance
requirements set out by SEBI. The report on Corporate Governance as
stipulated under Clause 49 of the Listing Agreement forms part of the
Report.
The requisite Certificate from the Statutory Auditors of the Company
confirming Compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49 is attached to this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
a) In the preparations of the Annual Accounts, the applicable
Accounting Standards have been followed.
b) Appropriate policies have been selected and applied consistently and
judgments and estimates wherever made are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the Company as
at March 31, 2013.
c) Proper and sufficient care has been taken for the maintenance of
adequate Accounting Records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the Assets of the Company and for
preventing and detecting fraud and other irregularities.
d) The Annual Accounts have been prepared on a going concern basis.
SUBSIDIARY COMPANIES
The Consolidated Financial Statements presented by the Companies
include financial information of its subsidiaries prepared in
compliance with the applicable Accounting Standards. The Ministry of
Corporate Affairs, Government of India vide its Circular No.
5/12/2007-CL-III dated February 08, 2011 has granted general exemption
under section 212(8) of the Companies Act, 1956, from attaching the
Balance Sheet, Profit and Loss Account and other documents to the
Balance Sheet of the Company provided certain conditions are fulfilled.
Any Member of the Holding and the Subsidiary Companies is entitled to
seek detailed information at any point of time. The Annual Accounts of
the Subsidiary Companies have also been kept for inspection by any
investor at the Registered Office of the Company.
Details of the Subsidiaries are covered in this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Clause 32 of the Listing Agreement with the Stock
Exchange, the Consolidated Financial Statements have been prepared by
your Company in accordance with the requirements of Accounting Standard
21 on Consolidated Financial Statements issued by the Institute of
Chartered Accountants of India. The Audited Consolidated Financial
Statements together with Auditor''s Report thereon forms part of the
Annual Report.
AUDITORS
M/s. M. M. Nissim And Co., Chartered Accountants, Auditors of the
Company retire at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as an
auditors of the Company if re-appointed. The Company has received a
letter from them to the effect that their reappointment, if made, would
be within the limits specified under section 224(1B) of the Companies
Act, 1956. Members are requested to consider their appointment at a
remuneration to be decided by the Board of Directors for the Financial
Year ending March 31, 2014, as set out in the Notice convening the
Meeting.
AUDITORS'' OBSERVATIONS
The observations of the auditors contained in their Report have been
adequately dealt with in the Note No. Â27'' to the Accounts which are
self explanatory and therefore, do not call for any further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are given in ÂAnnexure C'' to this
Report.
PARTICULARS OF EMPLOYEES
The information required u/s 217(2A) of the Companies Act, 1956, read
with the rules framed hereunder form part of this report. However, as
per provisions of Section 219(1)(b)(iv) of the Act, the report and
accounts are being sent to all the shareholders excluding the statement
of particulars of employees under section 217(2A) of the Act. Any
shareholder interested in obtaining a copy of the statement may write
to the Secretarial Department at the Company''s Registered Office
Address and the same is available for inspection by Members at the
Registered Office of the Company on any working days between 10:00 a.m
to 12.00 noon upto the date of the ensuing AGM.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company has taken all the necessary steps for safety, environmental
control and protection at all its plants. All plants of the Company
fully comply with the laws, regulations and requirements stipulated by
the concerned Pollution Control Boards.
LISTING
The Equity Shares of the Company are at present listed with BSE
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai  400 001. The
Company is regular in payment of listing fees.
APPRECIATION
The Directors wish to put on record their appreciation for the support
of all our Bankers and the dedication and support of all our members
and associates. Their efforts continue to be integral to our Company''s
ongoing success.
Registered Office: For & on behalf of the Board of
Growel House, Akurli Road, Grauer & Weil [India] Limited
Kandivli [East],
Mumbai - 400 101
Nirajkumar U. More
Date : 30-05-2013 Managing Director
Mar 31, 2012
The Directors have pleasure in presenting their 54th Annual Report
together with the Audited Annual Accounts of the Company for the
financial year ended March 31, 2012.
FINANCIAL RESULTS
Particulars 2011-12 2010-11
Rs. Million Rs. Million
Gross Operating Revenue 3943.2 3342.7
Net Revenue 3360.8 2835.5
Earning before Interest,
Depreciation, Tax & Amortizations
(EBIDTA) 613.1 433.6
Profit Before Tax 302.4 202.9
Provision for Tax (FBT,
Current & Deferred Tax) 70.3 58.7
Net Profit after Tax 232.1 144.1
Add: Profit brought forward
from previous year 345.5 236.5
Profit available for disposal 577.6 380.6
Proposed Dividend and Tax thereon 39.5 21.1
Transfer to General Reserve 500.0 14.0
Profit carried forward 38.1 345.53
DIVIDEND
Your Board has recommended payment of Dividend for the year ended March
31, 2012 at 15% i.e. 15 paise on Equity Shares of Re. 1/- each and
seeks your approval for the same.
OPERATIONS
The year under review saw a healthy growth of 18.4% in gross sales and
revenues of the Company over the previous year. However the Net Profit
grew at a much higher rate of 61%.
A full analysis and discussion on the business outlook is included in
this Annual Report under the heading 'Management Discussion and
Analysis' as Annexure A to this Report.
RESEARCH & DEVELOPMENT
R&D continues to be one of the main strengths of the Company. To
enhance value addition and to improve quality standards, the Company
has intensified its Research & Development work in backward integration
programmes. Efforts are underway to develop new product lines in
respect of surface finishes including paints, to pave the way for entry
into new market segments.
The engineering division of the company is adopting new technologies
for specialized processes in plating as well as waste water control.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is fully cognizant of its social responsibilities as a
corporate citizen. We regularly undertake projects for the welfare and
upliftment of the people, especially in the areas surrounding our
operations in different parts of the country. Some of the projects
were:
1. An eye check up camp and a blood donation camp were held at the
Dadra plant for the benefit of local people.
2. Black boards, fans, carpets etc. were distributed in local schools
in the vicinity of our Jammu plant.
3. At Dadra and Barotiwala, the Company maintains public gardens for
the benefit of local people.
4. Training workshop for neighbourhood residents to handle man-leopard
conflicts was held in association with the Sanjay Gandhi National Park
on June 4, 2011 to mark World Environment Day
5. Touch, Feel and Shop Treat' was held for the visually impaired
students of the Kamla Mehta Dadar School for The Blind on the occasion
of Rakshabandhan. At this event they experienced the various offerings
and shopped to their heart's content. While visiting the mall they were
treated to snacks and drinks. They also visited the 'Funzone' in the
mall and played a lot of interesting games which they had never
experienced before. The day was a great opportunity for these blind
children to experience festivities in a never before way.
FIXED DEPOSITS
The Company's balance of Deposits as on March 31, 2012 was Rs. 15.88
Million (Previous year: Rs. 8.90 Million). Unclaimed Matured Fixed
Deposits of Rs.15,000/ - which were not claimed as on March 31, 2012
(Previous year: Rs.15,000/-) have been reflected in the books as
payable to Investor Education & Protection Fund. The said amount shall
be transferred to the Investor Education & Protection Fund on due date.
BOARD OF DIRECTORS
Shri Rohan Shah, Director of the Company has resigned from the
Directorship of the Company on March 5, 2012. He was associated with
the Company since March 30, 2004 and has contributed substantially to
the growth and development of the Business of the Company. The Board
has placed on record its appreciation for the invaluable contribution
made by him during his tenure as a Director.
As per the provisions of the Companies Act, 1956 and in terms of the
Articles of Association of the Company, Shri Umeshkumar More and Shri
Yogesh Samat, Directors of your Company, retire by rotation and being
eligible, have offered themselves for re-appointment.
AUDIT COMMITTEE
In accordance with the provisions of the Listing Agreement and
Corporate Governance, the Company has constituted an Audit Committee.
The Committee currently comprises of the following Directors viz., Shri
Suresh Pareek (Chairman), Shri Nirajkumar More, Shri Madan Mohan
Chaturvedi and Shri K. C. Srivastava as members. The Audit Committee
acts in accordance with the terms of reference specified from time to
time by the Board.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance
requirements set out by SEBI. The report on Corporate Governance as
stipulated under Clause 49 of the Listing Agreement forms part of the
Report.
The requisite Certificate from the Auditors of the Company confirming
Compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 2l7(2AA) of the Companies Act, 1956, the Directors
confirm that:
a) In the preparations of the Annual Accounts, the applicable
Accounting Standards have been followed.
b) Appropriate policies have been selected and applied consistently and
judgments and estimates wherever made are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the Company as
at March 31, 2012.
c) Proper and sufficient care has been taken for the maintenance of
adequate Accounting Records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the Assets of the Company and for
preventing and detecting fraud and other irregularities.
d) The Annual Accounts have been prepared on a going concern basis.
SUBSIDIARY COMPANIES
The Consolidated Financial Statements presented by the Company include
financial information of its subsidiaries prepared in compliance with
applicable Accounting Standards. The Ministry of Corporate Affairs,
Government of India vide its Circular No.5/l2/2007-CL-III dated
February
08, 2011 has granted general exemption under section 212(8) of the
Companies Act, 1956, from attaching the Balance Sheet, Profit and Loss
Account and other documents to the Balance Sheet of the Company
provided certain conditions are fulfilled. Any member of the Holding
and the Subsidiary Companies is entitled to seek detailed information
at any point of time. The Annual Accounts of the Subsidiary Companies
have also been kept for inspection by any investor at the Registered
Office of the Company.
Details of the Subsidiaries are covered in this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Clause 32 of the Listing Agreement with the Stock
Exchange, the Consolidated Financial Statements have been prepared by
your Company in accordance with the requirements of Accounting Standard
21 on Consolidated Financial Statements issued by the Institute of
Chartered Accountants of India. The Audited Consolidated Financial
Statements together with Auditor's Report thereon forms part of the
Annual Report.
AUDITORS
M/s. M. M. Nissim And Co., Chartered Accountants, Auditors of the
Company retire at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as
auditors, if re-appointed. The Company has received a letter from them
to the effect that their reappointment, if made, would be within the
limits specified under section 224(lB) of the Companies Act, 1956.
Members are requested to consider their appointment at a remuneration
to be decided by the Board of Directors for the financial year ending
March 3l, 20l3, as set out in the Notice convening the Meeting.
AUDITORS' OBSERVATIONS
The observations of the auditors contained in their Report have been
adequately dealt with in the Note '27' to the Accounts which are self
explanatory and therefore, do not call for any further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to section 2l7(l)(e) of the Companies Act,
l956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, l988 are given in Annexure C' to this
Report.
PARTICULARS OF EMPLOYEES
The information required u/s. 2l7(2A) of the Companies Act, 1956, read
with the rules framed hereunder form part of this report. However, as
per provisions of Section 2l9(l)(b)(iv) of the Act, the report and
accounts are being sent to all the shareholders excluding the statement
of particulars of employees under section 2l7(2A) of the Act. Any
shareholder interested in obtaining a copy of the statement may write
to the Company Secretary at the Company's Registered Office Address and
the same is available for inspection by members at the Registered
Office of the Company on any working days between l0:00 a.m to l2.00
noon upto the date of the ensuing AGM.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company has taken all the necessary steps for safety and
environmental control and protection at all its plants. All plants of
the company fully comply with the laws, regulations and requirements
stipulated by the concerned Pollution Control Boards.
LISTING
The Equity Shares of the Company are at present listed with BSE
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 00l. The
Company is regular in payment of listing fees.
APPRECIATION
The Directors wish to put on record their appreciation for the support
of all our Bankers and the dedication and support of all our members
and associates. Their efforts continue to be integral to our Company's
ongoing success.
Registered Office: For & on behalf of the Board of
Growel House, Akurli Road, Grauer & Weil [India] Limited
Kandivli [East], Mumbai - 400 l0l Nirajkumar U. More
Date : 26-07-20l2 Managing Director
Mar 31, 2011
DIRECTORS' REPORT TO THE SHAREHOLDERS
The Directors have pleasure in presenting their 53rd Annual Report
together with the Audited Annual Accounts of the company for the
financial year ended 31st March, 2011.
FINANCIAL RESULTS
2010-11 2009-10
Rs. Million Rs. Million
Gross Operating Revenue 3353.25 2631.66
Net Revenue 2835.55 2262.62
earning before Interest, Depreciation, Tax &
Amortizations (eBIDTA) 433.62 372.36
Profit Before Tax 202.86 229.37
Provision for Tax (fBT, current & Deferred Tax)58.74 65.14
Net Profit after Tax 144.12 164.23
Add: Profit brought forward from previous
years 236.49 109.42
Profit available for disposal 380.61 273.65
Proposed Dividend and Tax thereon 21.08 21.15
Transfer to General Reserve 14.00 16.00
Profit carried forward 345.53 236.50
SUBDIVISION / SPLITTING OF EQUITY SHARES OF THE COMPANY
Your Board of Directors, subject to the confirmation by the
shareholders of the company, gave their consent, by passing a
Resolution in the Board Meeting held on June 15, 2011, for the sub Ã
division / splitting of 1 equity share of face Value and Paid up Value
of Rs. 10/- each of the company into 10 equity shares of face Value and
Paid up Value of Re. 1/- each and consequential alteration to the
Memorandum and Articles of Association of the company.
Accordingly Notices of Postal Ballot were sent to all the shareholders
of the company on June 20, 2011. The chairman of the company has
declared the results of Postal Ballot on July 26, 2011 and declared as
passed with overwhelming majority (Approx. 99.88%). The relevant
Depositories and The Bombay stock exchange granted their consent and
the share split is effective and accordingly quoted on the stock
exchange. A new IsIN number has been allotted which is INe266D01021.
DIVIDEND
Your Board has recommended payment of Dividend for the year ended 31st
March, 2011 at 8% (Proposed) i.e.0.08 paise on equity shares of Re. 1/-
each and seeks your approval for the same.
OPERATIONS
The year under review saw a good growth in revenues and the gross sales
of the company grew by 25.53% over the last year.
A full analysis and discussion on the business outlook is included in
this Annual Report under the heading 'Management Discussion and
Analysis' as Annexure A to this Report.
STATUS OF ON-GOING PROJECTS
Growel's 101: The Shopping Mall
The second Phase of the shopping Mall became Operational in August,
2010 and has become a popular destination with many renowned brands
operating. The Neo classical architectural theme of the Mall has
presented a unique concept to the city of Mumbai which has been well
appreciated by many and is evident from the increasing number of
footfalls.
RESEARCH & DEVELOPMENT
R&D is the bedrock of the company's technical excellence. The company
continues to regularly invest in R&D and, has built a state-of-art new
central R&D facility, at its existing premises to support a composite
program for development of its surface finishing and other metal
treatment activities amalgamated through its recent acquisitions. The
company remains steadfastly focused on developing and offering products
/ systems that are biodegradable and energy efficient.
FUTURE PROSPECTS
a. The surface Treatment Division of the company has registered a
significant growth in the current year, both in respect of chemicals
and the engineering activities.
b. The Industrial Paints Division is expected to grow by over 50%
compared to the previous year. The company is planning to reorganize
the Production facilities of the Division to cope up with the rising
Demand.
c. The sale of Industrial Lubricants (thru Growel sidasa) is set to
increase by approximately 40% over the last year.
d. The shoppertainment Business is expected to have an exponential
growth by the year end.
FIXED DEPOSITS
The company's balance of Deposits as on March 31, 2011 was Rs. 8.90
Million (Previous year: Rs. 6.64 Million). Unclaimed Matured fixed
Deposits of Rs. 15,000/- which were not claimed as on March 31, 2011
(Previous year: Rs. 15,000/-) have been reflected in the books as
payable to Investor education & Protection fund. The said amount shall
be transferred to the Investor education & Protection fund on due date.
BOARD OF DIRECTORS
The Board has appointed shri Vinod haritwal as an Additional Director
of the company with effect from september 02, 2011. his term will
expire at the forth coming Annual General Meeting. Being eligible, he
offers himself for reappointment and the Board recommends that he be
reappointed. The company has received the required notices along with
security deposits from a member proposing his candidature as Director
of the company.
shri harnish D. Juthani, Whole Time Director of the company has
resigned from the Directorship of the company on March 15, 2011. he was
associated with the Paints Division of company from 2004 onwards and
has contributed substantially to the growth and expansion of Paints
Division (erstwhile Bombay Paints Ltd.) of the company and to bring out
the Paints Division from its BIfR status. The Board will miss his
guidance greatly and has placed on record its appreciation for the
invaluable contribution made by him during his tenure as a Whole Time
Director.
shri Rameshkumar More, Director of the company has resigned from the
Directorship of the company on July 6, 2011. he was associated with the
company since 1982 and has contributed substantially to the growth and
expansion of the Business of the company. The Board has placed on
record its appreciation for the invaluable contribution made by him
during his tenure as a Director.
As per the provisions of the companies Act, 1956, and in terms of the
Articles of Association of the company, shri Rohan shah, shri K. c.
srivastava and shri. suresh Pareek, Directors of your company, retire
by rotation and being eligible, have offered themselves for
re-appointment.
AUDIT COMMITTEE
In accordance with the provisions of the Listing Agreement and
corporate Governance, the company has constituted an Audit committee.
The committee currently comprises of the following Directors viz., shri
suresh Pareek, shri Nirajkumar More, shri Madan Mohan chaturvedi and
shri K. c. srivastava as members. The Audit committee acts in
accordance with the terms of reference specified from time to time by
the Board.
CORPORATE GOVERNANCE
Your company is committed to maintain the highest standards of
corporate Governance and adhere to the corporate Governance
requirements set out by seBI. The report on corporate Governance as
stipulated under clause 49 of the Listing Agreement forms part of the
Report.
The requisite certificate from the Auditors of the company confirming
compliance with the conditions of corporate Governance as stipulated
under the aforesaid clause 49 is attached to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the companies Act, 1956, the Directors
confirm that:
a) In the preparations of the Annual Accounts, the applicable
Accounting standards have been followed.
b) Appropriate policies have been selected and applied consistently and
judgments and estimates wherever made are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the company as
at March 31, 2011.
c) Proper and sufficient care has been taken for the maintenance of
adequate Accounting Records in accordance with the provisions of the
companies Act, 1956, for safeguarding the Assets of the company and for
preventing and detecting fraud and other irregularities.
d) The Annual accounts have been prepared on a going concern basis.
SUBSIDIARY COMPANIES
The consolidated financial statements presented by the company include
financial information of its subsidiaries prepared in compliance with
applicable Accounting standards. The Ministry of corporate Affairs,
Government of India vide its circular No.5/12/2007-cL-III dated
february 08, 2011 has granted general exemption under section 212(8) of
the companies Act, 1956, from attaching the Balance sheet, Profit and
Loss Account and other documents to the Balance sheet of the company
provided certain conditions are fulfilled. Any member of the holding
and the subsidiary company is entitled to seek detailed information at
any point of time. The Annual Accounts of the subsidiary companies have
also been kept for inspection by any investor at the Registered Office
of the company.
Details of the subsidiaries are covered in this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by clause 32 of the Listing Agreement with the stock
exchange, the consolidated financial statements have been prepared by
your company in accordance with the requirements of Accounting standard
21 on consolidated financial statements issued by the Institute of
chartered Accountants of India. The audited consolidated financial
statements together with Auditor's Report thereon forms part of the
Annual Report.
AUDITORS
M/s. M. M. Nissim And co., chartered Accountants, Auditors of the
company retire at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as
auditors, if re-appointed. The company has received a letter from them
to the effect that their reappointment, if made, would be within the
limits specified under section 224(1B) of the companies Act, 1956.
Members are requested to consider their appointment at a remuneration
to be decided by the Board of Directors for the financial year ending
March 31, 2012, as set out in the Notice convening the Meeting.
AUDITORS' OBSERVATIONS
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts given in schedule
'O', which are self explanatory and therefore, do not call for any
further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to section 217(I)(e) of the companies Act,
1956, read with the companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are given in 'Annexure c' to this
Report.
PARTICULARS OF EMPLOYEES
The information required u/s. 217(2A) of the companies Act, 1956, read
with the rules framed hereunder form part of this report. however, as
per provisions of section 219(1)(b)(iv) of the Act, the report and
accounts are being sent to all the shareholders excluding the statement
of particulars of employees under section 217(2A) of the Act. Any
shareholder interested in obtaining a copy of the statement may write
to the company secretary at the company's Registered Office Address and
the same is available for inspection by members at the Registered
Office of the company on working days between 10:00 a.m to 12.00 noon
upto the date of the ensuing AGM.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The company has taken all the necessary steps for safety and
environmental control and protection at all its plants.
LISTING
The equity shares of the company are at present listed with The Bombay
stock exchange Limited, Phiroze Jeejeebhoy Towers, Dalal street, Mumbai
à 400 001. The company is regular in payment of listing fees.
APPRECIATION
The Directors wish to put on record their appreciation for the support
of all our Bankers and the dedication and support of all our members
and associates. Their efforts continue to be integral to our company's
ongoing success.
Registered Office: For & on behalf of the Board of
Growel house, Grauer & Weil [India] Limited
Akurli Road, Kandivli [east],
Mumbai - 400 101 Nirajkumar U. More
Managing Director
Date : 02-09-2011
Mar 31, 2010
The Directors have pleasure in presenting their 52nd Annual Report
together with the Audited Annual Accounts of the Company for the
financial year ended 31 st March, 2010.
FENANCIAL RESULTS
2009-10 2008-09
Rs. Million Rs. Million
Gross Operating Revenue 2631.65 2427.47
Net Revenue 2262.62 2047.56
Earning before Interest,
Depreciation, Tax & Amortizations
(EBiDTA) 372.36 261.79
Profit Before Tax 229.37 134.91
Provision for Tax (FBT, Current &
Deferred Tax) 65.14 9.20
Net Profit after Tax 164.23 125.71
Add: Profit brought forward from
previous years 109.42 6.82
Profit available for disposal 273.65 132.53
Proposed Dividend and Tax thereon 21.15 10.61
Transfer to General Reserve 16.00 12.50
Profit carried forward 236.50 109.42
MERGER OF GROUP COMPANY BOMBAY PAINTS LTD. (BPL)
Your Directors are pleased to inform you that all the procedural
formalities of the Merger of Bombay Paints Ltd. with the Company were
completed and Shares of the Company were allotted to the erstwhile
Shareholders of Bombay Paints Ltd. as directed by the Honble BIFR. All
shares are listed with BSE and freely tradable.
DIVIDEND
Your Board has recommended payment of Dividend for the year ended 3 Ist
March, 2010 at 8% (Proposed) i.e. Rs. 0.80 on Equity Shares of Rs. 10
each and seek your approval for the same.
OPERATIONS
After a challenging 2008-09, the year under review saw a reasonable
growth in revenues and a healthy increase in the profitability. The
gross Sale of the Company grew by 9.76% over the last year and Profit
before Tax grew by 70%.
A full analysis and discussion on the business outlook is included in
this Annual Report under die heading Management Discussion and
Analysis as Annexure A to this Report.
STATUS OF ON-GOING PROJECTS
A) Jammu Project
The Companys plant at Jammu was completed and commercial production
started in June, 2009. Volumes are expected to improve i future, once
the demand picks up. This low cost manufacturing base along with the
fiscal benefits is expected to further improve you Companys
competitive edge.
B) Growels 101: The Shopping Mall
Second Phase of the Shopping Mall has commenced Operations and is
expected to achieve full occupancy as per existing F.S.I, by Decembe
2010. The theme and classical style of decor has ushered in a unique
concept in the city of Mumbai and has been well appreciated by man;
RESEARCH & DEVELOPMENT
R&D is the bedrock of the Companys technical excellence. The Company
continues to regularly invest in R&D and, has built a state-of-art necentral R&D facility, at its existing premises to support a composite
program for development of its surface finishing and other metal
treatmei activities amalgamated through its recent acquisitions. The
Company remains steadfastly focused on developing and offering products
/ systen that are biodegradable and energy efficient.
FUTURE PROSPECTS
a. The Surface Treatment Division of the Company has registered a
significant growth in the current year, both in respect of Chemicals
and tr Engineering activities.
b. The Industrial Paints Division is expected to grow by over 40%
compared to the previous year. The Company is planning to reorganize th
Production facilities of the Division to cope up with the rising
Demand.
c. The sale of Industrial Lubricants (thru Growel Sidasa) is set to
increase by approximately 6 times over the last year.
d. The Shoppertainment Business is expected to stabilize by the year
end.
e. The Company proposes to diversify into other potential areas like
non - conventional power generation and also production techniques /
processes in allied fields.
FIXED DEPOSITS
The Companys balance of Deposits as on March 31, 2010 was Rs. 6.66
Million (Previous year : Rs. 5.61 Million). Unclaimed matured Fixed
Deposits of Rs. 15,000/- which were not claimed as on 31 st March, 2010
(Previous year: Rs. 15,000) have been reflected in the books as payable
to Investor Education & Protection Fund. The said amount shall be
transferred to the Investor Education & Protection Fund on due date.
BOARD OF DIRECTORS
Your Additional Director Shri Hosi N. Karanjia passed away on 4th
August, 2010. The late Shri Hosi N. Karanjia was associated with the
Paints Division for almost Five Decades and has contributed immensely
to the growth of Paints Division. The Board will miss his guidance
greatly and has placed on record its appreciation for the invaluable
contribution made by him during his tenure as a Director.
Shri Harnish D. Juthani was appointed as an Additional Director of the
Company effective from 28th October, 2009. He was also appointed as a
Whole Time Director for a period of Five Years. In terms of Sec. 260 of
the Companies Act, 1956, he shall hold the office only up to the date
of ensuing Annual General Meeting. The Company has received a requisite
Notice in writing from a Member of the Company, proposing his
candidature for the office of Director liable to retire by rotation.
With a view to comply with the requirements of Clause 49 of the Listing
Agreement in respect of the requirements of minimum number of
Independent Directors, the Board has appointed Shri Yogesh Samat as an
Additional Director of the Company w.e.f. 25th August, 2010. In terms
of Sec. 260 of the Companies Act, 1956, he shall hold the office only
up to the date of ensuing Annual General Meeting. The Company has
received a requisite Notice in writing from a Member of the Company
proposing his candidature for the office of a Director liable to retire
by rotation.
As per the provisions of the Companies Act, 1956, and in terms of the
Articles of Association of the Company, Shri Rameshkumar More, Shri
Rohitkumar More and Shri M. M. Chaturvedi, Directors of your Company,
retires by rotation and being eligible, have offered themselves for re-
appointment.
AUDIT COMMITTEE
In accordance with the provisions of the Listing Agreement and
Corporate Governance, the Company has constituted an Audit Committee.
The Committee currently comprises of the following Directors viz., Shri
Suresh Pareek, Shri Nirajkumar More, Shri Madan Mohan Chaturvedi and
Shri K. C. Srivastava as members. The Audit Committee acts in
accordance with the terms of reference specified from time to time by
the Board.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance requirement
set out by SEBI. The report on Corporate Governance as stipulated under
Clause 49 of the Listing Agreement forms part of the Report.
The requisite Certificate from the Auditors of the Company, confirming
Compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
a) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed.
b) Appropriate policies have been selected and applied consistently and
judgments and estimates wherever made are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the Company as
at March 31, 2010.
c) Proper and sufficient care has been taken for the maintenance of
adequate Accounting Records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the Assets of the Company and for
preventing and detecting fraud and other irregularities.
d) The Annual Accounts have been prepared on a going concern basis.
SUBSIDIARY COMPANIES
As required under Section 1 2( I) of the Companies Act, 1956, the
audited Statement of Accounts of Poena Bottling Company Private Limited
and Grauer & Weil (Shanghai) Limited, subsidiaries of your Company, are
attached herewith along with Auditors Reports. A statement under
section 212 of the Companies Act, 1956, is also attached herewith.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Clause 32 of the Listing Agreement with the Stock
Exchange, the Consolidated Financial Statements have been prepared by
your Company in accordance with the requirements of Accounting Standard
21 on Consolidated Financial Statements issued by the Institute of
Chartered Accountants of India. The Audited Consolidated Financial
Statements together with Auditors Report thereon forms part of the
Annual Report.
AUDITORS
M/s. M. M. Nissim And Co., Chartered Accountants, Auditors of the
Company retire at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as
auditors, if re-appointed. The Company has received a letter from them
to the effect that their reappointment, if made, would be within the
limits specified under section 224(1 B) of the Companies Act, 1956.
Members are requested to consider their appointment at a remuneration
to be decided by the Board of Directors for the financial year ending
March 31, 2011, as set out in the Notice convening the Meeting.
AUDITORS OBSERVATIONS
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts given in Schedule
O, which are self explanatory and therefore, do not call for any
further comments.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to section 217(l)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are given in Annexure C to this
Report.
PARTICULARS OF EMPLOYEES
The information required u/s. 217(2A) of the Companies Act, 1956, read
with the rules framed hereunder forms part of this report. However, as
per provisions of Section 219(1 )(b)(rv) of the Act, the report and
accounts are being sent to all the shareholders excluding the statement
of particulars of employees under section 217(2A) of the Act. Any
shareholder interested in obtaining a copy of the statement may write
to the Company Secretary at the Companys Registered Office Address.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company has taken all the necessary steps for safety and
environmental control and protection at all its plants.
LISTING
The Equity Shares of the Company are, at present listed with The Bombay
Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai
- 400 001. The Company is regular in payment of listing fee.
APPRECIATION
The Directors wish to put on record their appreciation for the support
of all our Bankers and the dedication and support of all our members
and associates. Their efforts continue to be integral to our Companys
ongoing success.
Registered Office: For & on behalf of the Board of
Growel House, Grauer & Weil [India] Limited
Akurli Road, Kandivli [East],
Mumbai - 400 101 Umeshkumar More
Chairman
25th August, 2010
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