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Grauer & Weil (India) Ltd.

BSE: 505710 Sector: Industrials
NSE: N.A. ISIN Code: INE266D01021
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VOLUME 161049
52-Week high 79.70
52-Week low 29.50
P/E 28.12
Mkt Cap.(Rs cr) 1,625
Buy Price 0.00
Buy Qty 0.00
Sell Price 71.70
Sell Qty 162.00
OPEN 71.30
CLOSE 70.75
VOLUME 161049
52-Week high 79.70
52-Week low 29.50
P/E 28.12
Mkt Cap.(Rs cr) 1,625
Buy Price 0.00
Buy Qty 0.00
Sell Price 71.70
Sell Qty 162.00

Grauer & Weil (India) Ltd. (GRAUERWEIL) - Director Report

Company director report

Your Directors have pleasure in presenting their 58th Annual Report togetherwith the Audited Annual Accounts of the Company for the Financial Year ended March 312016.

FINANCIAL RESULTS

Particulars 2015-16 2014-15
Rs. in Million Rs. in Million
Gross Total Revenue 5130.7 4975.2
Net Revenue 4280.0 4187.6
Earnings before Interest Depreciation Tax & Amortizations (EBIDTA) (before Exceptional Item) 804.4 767.3
Profit Before Tax 525.9 459.8
Provision for Tax (Current & Deferred Tax) 135.4 128.0
Net Profit after Tax 390.5 331.8
Add: Profit brought forward from previous year 11.8 10.0
Profit available for disposal 402.3 341.8
Dividend and Tax thereon 76.4 60.00
Transfer to General Reserve 300.0 270.0
Profit carried forward 25.9 11.8

DIVIDEND

The Board in its meeting held on 14th March 2016 declared an InterimDividend @ 20% i.e. Re. 0.20 on Equity Shares of face value of Re. 1/- each. Further yourBoard has recommended a Final Dividend for the year ended March 31 2016 @ 8 % i.e. Re.0.08 on Equity Shares of face value of Re. 1/- each and seeks your approval for the same.The Dividend paid for the previous Financial Year was 22% i.e. Re. 0.22 on Equity Sharesof face value of Re. 1/- each.

OPERATIONS

During the year under review Company recorded a 2.21% growth in net revenues. Profitbefore Tax registered a 14.38% growth and the net profit of the Company improved by17.69%.

A full analysis and discussion on the business outlook is included in this AnnualReport 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 producing paints discontinuedproduction w.e.f. May 1 2015. Most of the workmen and staff employed in the plant retiredthrough a voluntary retirement scheme or were shifted to other plants of the Company.

SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS OR COURTS

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

SHARE CAPITAL

The paid up Equity Share Capital as at March 31 2016 stood at Rs. 226.71 Million.During the year under review the Company has not issued shares with differential votingrights nor has it granted any Stock Options or Sweat Equity Shares. As on March 31 2016none of the Directors of the Company held instruments convertible into Equity Shares ofthe Company.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI Listing Regulationsforms an integral part of this Report. (Annexure ‘B’) The requisitecertificate from Statutory Auditors of the Company confirming compliance with theconditions of Corporate Governance is attached to the report on Corporate Governance.(Annexure ‘C’)

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under ‘Corporate Social Responsibility (CSR)’ theCompany has undertaken or contributed funds for various activities in the areas ofEducation Healthcare preventive Healthcare Sanitation Environmental Sustainabilitiesetc. These activities are largely in accordance with Schedule VII of the Companies Act2013 and Company’s CSR Policy which is available on the website of Company(www.growel.com/ Policies.html) 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 theoverall social and economic growth development and prosperity of the communities residingin the vicinity of the operations of the Company. During the year under review Companyhas spent Rs. 1.61 Million towards CSR activities against Rs. 7.14 Million to be spent asper Section 135 of the Companies Act 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has strong Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual which is reviewed each year in consultation with theStatutory Auditor of the Company and the Audit Committee. To maintain its objectivity andeffectiveness the Internal Audit function reports directly to the Chairman / CEO of theCompany.

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 and the Regulation 22 of SEBIListing Regulations the Company has established a Whistle Blower Mechanism / VigilMechanism for Directors and Employees to report genuine concerns about any instance of anyirregularity fraud unethical behavior and / or misconduct. This policy ensures thatstrict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meeted out to any person for a genuinely raised concern. A highlevel 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 ListingAgreement the Company has framed a Risk Management Policy. The Company had alsoconstituted a Risk Management Committee. The details of the committee and its terms ofreference are set out in the Corporate Governance Report forming part of the Board Report.With the resignation of Shri Neeraj Garg as a Director and Member of the Risk ManagementCommittee the Committee is now reduced to only one Member viz. Shri Nirajkumar More.Considering the size of operations and nature of business of the Company it is no longerfelt necessary to continue the Committee. Further under the newly introduced SEBI ListingRegulations it is also not mandatory for the Company to constitute a Risk ManagementCommittee.

At present the Company has not identified any risk which may threaten the existence ofthe Company. Audit Committee is now monitoring reviewing and evaluating the RiskManagement plans / policies and systems.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form No. MGT-9 as per Section 134(3)(a) of theCompanies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 and Rule 12 ofCompanies (Management & Administration) Rules 2014 duly certified by the PracticingCompany Secretary is annexed hereto as Annexure ‘E’ and forms part ofthis Report.

FIXED DEPOSITS

The Company’s balance of Fixed Deposits as on March 31 2016 was Rs. 4.27 Million(Previous Year: Rs. 7.34 Million). The Company did not accept any deposits from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014 during the year nor defaulted in any repayment orinterest payments due thereon.

LOANS GUARANTEES AND INVESTMENTS

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 forms part of the notes to the Financial Statementsprovided in this Annual Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year were onan arm’s length basis and were in the ordinary course of business. There are nomaterially significant Related Party Transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have apotential conflict with the interest of the Company at large.

Prior omnibus approval of the Audit Committee is obtained for the transactions. Astatement giving details of all Related Party Transactions were placed before the AuditCommittee and the Board of Directors for their approval. The policy on Related PartyTransactions and arms length basis Transactions are available onwww.growel.com/Policies.html. Since all Related Party Transactions entered into by theCompany were in the ordinary course of business and on an arm’s length basis FormAOC-2 is not applicable to the Company.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act 2013 and in terms of the Articles ofAssociation of the Company Shri Rohitkumar More Whole Time Director of the Companyretires by rotation in the forthcoming Annual General Meeting and being eligible offeredhimself for reappointment. The Board recommends his reappointment.

During the year under review Shri Neeraj Garg COO & Whole Time Director of theCompany resigned w.e.f. February 27 2016. The Board places on record its appreciation forthe services rendered by Shri Neeraj Garg during the tenure of his Directorship.

In compliance with Regulations 36(3) of SEBI Listing Regulations brief resume of allthe Directors proposed to be appointed / re-appointed are attached along with the Noticeto the ensuing Annual General Meeting.

Pursuant to sub Section (7) of Section 149 of the Companies Act 2013 and Regulation16(1)(b) of the SEBI Listing Regulations all the Independent Directors of the Company hasgiven declaration to the Company that they qualify the criteria of independence asrequired under the Act and the Regulations.

Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulation theBoard has carried out an annual performance evaluation of its own performance theDirectors 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 theCorporate Governance Report. The Company has also carried out various training andfamiliarization programme for Independent Directors details of which are set out in theCorporate Governance Report.

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management Personneland their remuneration. The Remuneration Policy is available on website of the Company(www. growel.com/Policies.html).

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

BOARD COMMITTEES

Currently Board has four Committees viz. Audit Committee Nomination and RemunerationCommittee CSR Committee Stakeholders Relationship Committee. Detailed note on theComposition of Board and its Committees Numbers of Meetings held during the year andother related details are provided in the Corporate Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has been employing about 100 women employees in various cadres. The Companyhas in place an Anti Sexual harassment policy in line with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Complaint Redressal Committee has been constituted to redress the complaint of SexualHarassment. All employees (permanent contractual temporary trainees) are covered underthe policy. Compliant received from an employee during the Financial Year 2015-16 waseffectively redressed. No complaint is outstanding as on 31-03-2016 for redressal.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013: a. that in the preparation of the annualfinancial statements for the year ended March 31 2016 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; b. that such accounting policies as mentioned in Note No. 1 of theNotes to the Financial Statements have been selected and applied consistently and judgmentand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on March 31 2016 and of the profit of theCompany for the year ended on that date; c. that proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. that the annual financial statements havebeen prepared on a going concern basis; e. that proper internal financial controls were inplace 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 placeand were adequate and operating effectively.

SUBSIDIARY & ASSOCIATES COMPANIES

As on date Company has 3 Overseas Subsidiaries viz. Grauer & Weil (Shanghai) Ltd.at China Grauer & Weil (UK) Ltd. at United Kingdom and Growel Chemicals Co. Ltd. atThailand. During the year the Board of Directors reviewed the affairs of theSubsidiaries. Details of the Subsidiaries form the part of Financial Statements.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordancewith the requirements of Accounting Standard 21 on Consolidated Financial Statementsissued by the Institute of Chartered Accountants of India. The Audited ConsolidatedFinancial Statements together with Auditor’s Report thereon forms part of the AnnualReport. Further a statement containing the salient features of the Financial Statementsof the Subsidiaries in the prescribed format AOC-1 is attached as a part of FinancialStatements.

STATUTORY AUDITORS

At the 57th Annual General Meeting held on August 20 2015 M/s M. M. Nissim& Co. Chartered Accountants were appointed as statutory auditors of the Company tohold office till the conclusion of the 59th Annual General Meeting of theCompany to be held in the calendar year 2017. In terms of the first proviso to Section 139of the Companies Act 2013 the appointment of the auditors shall be placed forratification at every

Annual General Meeting. Accordingly the appointment of M/s M. M. Nissim & Co.Chartered Accountants as statutory auditors of the Company is placed for ratification bythe Shareholders.

The Company has obtained a consent letter from M/s M. M. Nissim & Co. under Section139(1) of the Companies Act 2013 along with certificate that appointment if made will bein accordance with the provisions of Section 141 of the Companies Act 2013 and they arenot disqualified to be appointed as Auditors of the Company under Section 141(3) of theCompanies Act 2013.

Members are requested to consider their appointment at a remuneration to be decided bythe Board of Directors for the Financial Year ending March 31 2017 as set out in theNotice convening the Meeting.

COST AUDITORS

The Board has appointed the M/s V. J. Talati & Co. as Cost Auditors for conductingthe audit of cost records of the Company for Chemicals and Engineering segments of theCompany for the Financial Year 2015-16.

SECRETARIAL AUDITOR

The Board has appointed M/s GMJ & Associates Firm of Practicing CompanySecretaries to conduct the Secretarial Audit for the Financial Year 2015-16. TheSecretarial Audit Report for the Financial Year ended March 31 2016 is annexed herewithmarked as Annexure ‘F’ to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.

The Board has reappointed M/s GMJ & Associates Firm of Practicing CompanySecretaries as Secretarial Auditor of the Company for the Financial Year 2016-17.

AUDITORS’ OBSERVATIONS

The observations of the Auditors contained in their Report have been adequately dealtwith in Note No. ‘27’ to the Accounts which are self explanatory and thereforedo not call for any further comments.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO

The information pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 are given in Annexure ‘G’to this Report.

PARTICULARS OF EMPLOYEES

The requisite details as stipulated under Section 197 and Rule 5(1) and 5(2) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will beprovided upon request and same is available for inspection to the Members at theRegistered Office of the Company on any working days between 10.00 am to 12.00 noon uptothe date of the Meeting i.e. August 11 2016. If any Member is interested in obtaining acopy 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 andprotection at all its plants. All plants of the Company fully comply with the lawsregulations and requirements stipulated by the concerned Pollution Control Board.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectivefrom December 1 2015. Accordingly all listed entities were required to enter into theListing Agreement within six months from the date of notification i.e. September 2 2015.The Company entered into Listing Agreement with BSE Limited during February 2016.

LISTING

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

APPRECIATION

The Directors wish to put on record their appreciation for the support of all ourBankers and the dedication and support of all our Members and Associates. Their effortscontinue 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 - 400 101 Nirajkumar More Vinod Haritwal
Date : May 30 2016 Managing Director CEO & Whole Time Director

ANNEXURE ‘D’ : TO DIRECTORS’ REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Company’s CSR policy including overview ofprojects or programmes proposed to be undertaken and a reference to the web-link to theCSR policy and projects or programmes.

CSR Policy :

Our aim is to contribute for the overall social and economic development of thecommunities in which we operate and thereby improving the overall lifestyles of thesociety as a whole.

Web Link: www.growel.com/Policies.html

2. Composition of CSR committee

Shri Nirajkumar More – Chairman Shri Tarun Govil – Member Shri Vinod Haritwal- Member

3. Average net profit of the Company for Last Three Financial Years:

Average Net Profit: Rs. 357.24 Millions

4. Prescribed CSR Expenditure (Two percent of the amount as in item 3 above)

The Company is required to spend Rs. 7.14 Million

5. Details of CSR spend for the Financial Year : a) Total amount spent for theFinancial Year : Rs. 1.61 Million b) Amount unspent if any : Rs. 5.53 Million c) Manner inwhich the amount spent during the Financial Year is detailed below:

(Rs. in Millions)
CSR project activity Sector in which the project is covered Projects or programs (1) local area or other (2) specify the state and District where projects or programs was undertaken

Amount Outlay (budget) project or programs wise

Amount spent on the projects or programs subheads : (1) Direct expenditure on projects or programs (2) over heads

Cumulative expenditure up to the reporting period

Amount spent Direct or through implementing agency

1. Preventive Healthcare & Sanitation Healthcare Dadra – UT of D & NH Mumbai – MH Barotiwala - HP 0.23 0.23 0.23 0.23
2. Women Campaign Women Empowerment Mumbai - MH 0.08 0.08 0.08 0.08
3. Tree Plantation Environment Sustainability Mumbai - MH 1.21 1.21 1.21 1.21
4. Gardening Ecological Balance Barotiwala – HP Dadra – UT of D & NH 0.09 0.09 0.09 0.09

We hereby declare that the implementation and monitoring of CSR policy is in compliancewith CSR objectives and policy of the Company.

ANNEXURE ‘F’ : TO DIRECTORS’ REPORT

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31 2016

Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014

To

The Members

M/s GRAUER AND WEIL (INDIA) LIMITED

Growel Corporate Akurli Road Kandivli (East)

Mumbai-400101.

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s GRAUER AND WEIL (INDIA)LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon. Based on our verification of theCompany’s books papers minute books forms and returns filed and other recordsmaintained by the Company and also the information provided by the Company its officersagents and authorized representatives during the conduct of Secretarial Audit we herebyreport that in our opinion the Company has during the audit period covering theFinancial Year ended on March 31 2016 complied with the statutory provisions of theapplicable Acts listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter: We have examined the books papers minute books forms and returnsfiled and other records maintained by the Company for the Financial Year ended on March31 2016 according to the provisions of:

i. The Companies Act 2013 and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Overseas Direct Investment;

v. The Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act 1992 (‘SEBI Act’) viz.:

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 (upto 14th May 2015) and Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015 (effective 15th May2015);

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; [Not applicable during the Financial Year underreview]

d) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014; [Not applicable during the period of audit]

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations. 2008; [Not applicable during the Financial Year under review]

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client; [Notapplicable during the Financial Year under review]

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009: [Not applicable during the Financial Year under review]

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998. [Not applicable during the Financial Year under review].

We further report that the Company has a compliance system in place and we haveexamined the relevant documents and records with respect to other Acts applicable to theCompany which are as under:

i. The Factories Act 1948 and Maharashtra Factories Rules 1963.

ii. The Employees’ Provident Funds and Miscellaneous Provisions Act 1952.

iii. The Employee State Insurance Act 1948

iv. The Payment of Bonus Act 1965.

v. The Payment of Gratuity Act 1972.

vi. Central Sales Tax Act 1956 and Central Sales Tax (Registration and Turnover) Rule1957.

vii. The Income Tax Act 1961.

viii. The Maharashtra Value Added Tax Act 2002.

ix. Central Excise Act 1994.

x. Customs Act 1962.

xi. The Air (Prevention & Control of Pollution) Act 1981.

xii. Environment Protection Act 1986.

xiii. Hazardous Waste (Management Handling and Transboundary Movement) Rules 2008.

xiv. The Water (Prevention and Control of Pollution) Cess Act 1977 and Water(Prevention and Control of Pollution) Cess Rules 1978.

xv. The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards with regard to Meeting of Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India and madeeffective from July 1 2015.

ii. The Listing Agreements entered into by the Company with BSE Limited and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 made effective fromDecember 1 2015.

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors and the changes inthe composition of the Board of Directors that took place during the period under reviewwere carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent generally seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting. Majority decision is carried through while the dissenting members’views if any are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company which iscommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

For GMJ & ASSOCIATES

Company Secretaries

Sd/-

[MAHESH SONI]

PARTNER

FCS: 3706 COP: 2324

Place: Mumbai

Date: May 30 2016

Note: This report is to be read with our letter of even date that is annexed asAnnexure I and forms an integral part of this report.

ANNEXURE I TO ANNEXURE ‘F’ : TO DIRECTORS’ REPORT

To

The Members

M/s GRAUER AND WEIL (INDIA) LIMITED

Growel Corporate Akurli Road Kandivli (East)

Mumbai-400101.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.

4. Wherever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rules andregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For GMJ & ASSOCIATES

Company Secretaries

Sd/-

[MAHESH SONI]

PARTNER

FCS: 3706 COP: 2324

Place: Mumbai

Date: May 30 2016

ANNEXURE ‘G’ : TO DIRECTORS’ REPORT

Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014.

A. CONSERVATION OF ENERGY :

(1) Energy Conservation measures taken: i) Adjustment of Chiller Operation timingsfor Power Saving. ii) Setting of Escalator timing to control Escalator Operation. iii)Reuse of AHU condensate for cooling tower i.e. RO Water iv) Usage of storm water forflushing especially during the Monsoon season. v) Arranged forum with TATA Power forsharing energy conservation tips for retailers. vi) Training on regular basis to the stafffor energy conservation. vii) Designing of plants and work area in such a way to ensurethat there are maximum circulation of air and light. viii) Maintaining proper chillerapproach.

(2) Additional investment & Proposals for reduction of Consumption of Energy: a.Additional roof top solar plant Installation. b. Installation of covering roof glass withtransparent tensile fabric. c. Installation of Sun control film for Fasad glass area. d.Maximum utilization of gravity water for mall. e. Weekly power savings (Demand ResponseProgram) f. Split and Window AC power saver. g. Solar Lights for street Lights.

(3) Impact of the above Measures: a) Energy saving of 122258 Kwh due toInstallation of LED lights & adjustments of chiller Operations & Escalator timing.b) Cost saving of estimate Rs. 12.78 Lacs due to above referred measure. c) Water savingof around 2.00 Lacs Litres due to usage of storm water for flushing. d) Water saving ofaround 5.500 KL due to Usage of AHU condensate for RO. e) Due to increasing chillerapproach we are able save HVAC unit 296740 Kwh compare to last year.

(4) TOTAL ENERGY CONSUMPTION AND ENERGY CONSUMPTION PER UNIT OF PRODUCTION: As per Form‘A’ B. TECHNOLOGY ABSORPTION: Efforts made in technology absorption as per Form‘B’ C. FOREIGN EXCHANGE EARNINGS AND OUTGO: (1) Activities relating to exportsinitiatives taken to develop export markets:

Despite of uncertain economic conditions and recession in the International Market andStrengthening of Indian Rupees exports in 2015-2016 increased by 1.70% to Rs. 460.95Million as compared to Rs. 453.26 Million in 2014-2015.

(2) Total foreign exchange used and earned: (Rs. in Millions)
(i) Total foreign exchange used
(a) On import of raw materials components spare parts and capital goods 523.02
(b) Expenditure in foreign currencies for Business Travel Seminars Dividend and Royalties etc. 17.47
(ii) Total foreign exchange earned 464.22

 

Registered Office: For & on behalf of the Board of
Growel Corporate Grauer & Weil (India) Limited
Akurli Road Kandivli [East]
Mumbai - 400 101 Nirajkumar More Vinod Haritwal
Date: May 30 2016 Managing Director CEO & Whole Time Director

FORM - ‘A’

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY 2015-2016

PARTICULARS 2015-2016 2014-2015
A. POWER AND FUEL CONSUMPTION
1. ELECTRICITY
a) Purchased Units (KWH in Millions) 7.88 9.73
Total amount (Rs. in Millions) 79.96 93.76
Average Rate / Unit (Rs.) 10.14 9.64

b) Own generation : Limited electric power was generated through D.G. Setsinstalled exclusively for the purpose of emergency supply whenever there was powershortage to keep the system working.

2. FURNACE / OTHER OIL
Quantity (Liters in Millions) 0.04 0.04
Total amount (Rs. in Millions) 2.11 2.40
Average Rate / Unit (Rs.) 49.75 57.83
3. GAS
Quantity (SCM in Millions) 0.20 0.26
Total amount (Rs. in Millions) 6.26 10.97
Average Rate / Unit (Rs.) 31.17 41.70

B. CONSUMPTION PER UNIT OF PRODUCTION:

As the Company manufactures different types of custom - built plants and chemicals forvarious applications it is impracticable to work out the cost of usage of energy on a perunit basis.

FORM – ‘B’

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION 2015-2016

A. RESEARCH & DEVELOPMENT:

1. Specific areas in which R&D is carried out by the Company:

Trivalent chrome based passivation process for zinc & zinc alloys

• Trivalent chrome based passivation process for aluminum

• ROHS complaint electroless nickel plating

• Formaldehyde free nickel brightener

• Lead free white bronze plating

• Phosphates free nano-ceramic plating for pre-paint application

• Stainless steel finishing

• Acid copper plating

• High leveling nickel brighteners

2. Benefits derived as a result of the above R&D:

Eco-friendly products

• Conformance of the new directives – ELV WEEE REACH etc.

• High gloss deposit

3. Future plan of action:

Hard chrome plating from trivalent chrome electrolyte

• Diaphram anode for zinc nickel plating

• Cyanide free brass plating

• Organo-mineral top coat for high corrosion resistance

• Room temperature phosphating

4 Expenditure on R & D:
2015 - 2016 2014-2015
(Rs. in Millions) (Rs. in Millions)
a) Capital 28.38 14.34
b) Recurring 64.55 62.72
Total 92.93 77.06
Total R & D expenditure as a percentage of total Turnover 2.17% 1.84%

B. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:

1) Efforts in brief made towards technology absorption adaptation and innovation:The indigenous developments specifically in the areas of environment friendly processeshave been adapted and applied for surface treatment.

2) Benefits derived as a result of the above efforts:

• New processes have been introduced with emphasis on environment (Go greenprocess) and recycling.

• Specialized processes developed with high resistance to abrasion and corrosionmore specifically for the fast growing automotive industry.

3) Particulars of technologies imported:

a) Technology imported: HSO Germany – specifically on plating on plastic.

b) Year imported: 3 year

c) Has technology been fully absorbed? : Partly absorbed.