Your Directors have pleasure in presenting their 59th Annual Report together with theAudited Annual Accounts of the Company for the Financial Year ended March 31 2017.
(Rs. in Million)
|Particulars ||2016-17 ||2015-16 |
|Gross Total Revenue ||5406.7 ||5130.7 |
|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) ||186.3 ||135.4 |
|Net Profit after Tax ||512.4 ||390.5 |
|Add: Profit brought forward from previous years ||25.9 ||11.8 |
|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 ||138.30 ||25.9 |
Board has recommended a Dividend for the Financial Year ended March 31 2017 @ 40% i.e.Re. 0.40 on Equity Shares of Face Value of Re. 1/- each and seeks your approval for thesame. The Dividend paid for the previous Financial Year was 28% (including InterimDividend @ 20%) i.e. Re. 0.28 on Equity Shares of Face Value of Re. 1/- each.
During the year under review Company recorded a 3.92% growth in Net Revenues. Profitbefore Tax registered a 32.86% growth and the Net Profit of the Company improved by31.22%.
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.
The Company set up a new plant at Dadra for production of paints. The plant has aninstalled capacity of 5000 KL p.a. and started operations in January 2017.
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.
The paid up Equity Share Capital as at March 31 2017 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 2017none of the Directors of the Company held instruments convertible into Equity Shares ofthe Company.
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 of SEBI Listing Regulations is attached to the reporton Corporate Governance. (Annexure C')
CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiatives under Corporate Social Responsibility (CSR) the Companyhas undertaken or contributed funds for various activities in the areas of EducationHealthcare preventive Healthcare Sanitation Environmental Sustainabilities etc. Theseactivities are largely in accordance with Schedule VII of the Companies Act 2013 andCompany'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 ResponsibilityPolicy) Rules 2014 is set out in Annexure D' forming part of this Report.
During the year under review Company has spent Rs. 0.42 Million towards CSR activitiesagainst Rs. 9.20 Million to be spent as per Section 135 of the Companies Act 2013.Despite undertaking various projects the Company was unable to spend the required amountsince enough projects and opportunities were not available. Company is in the process ofidentifying specific projects which can contribute to the overall social and economicgrowth development and prosperity of the communities residing in the vicinity of theoperations of the Company.
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.
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 of thisReport.
All outstanding Public Deposits accepted under erstwhile Section 58A of the CompaniesAct 1956 were paid in full on maturity and as on March 31 2017 Company has nooutstanding Fixed Deposits (Previous Year : Rs. 4.27 Million). The Company did not acceptany deposits from the public falling within the ambit of Section 73 of the Companies Act2013 and The Companies (Acceptance of Deposits) Rules 2014 during the year nor defaultedin any repayment or interest 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 no materiallysignificant Related Party Transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe 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 policies on Related PartyTransactions which are on arms length basis are available onwww.growel.com/subpage/policies. Since all Related Party Transactions entered into by theCompany were in the ordinary course of business and on an arm's length basis Form AOC-2is 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 2017 appointedSmt. Pallavi More as an Additional Director of the Company w.e.f. the date of Meeting tohold the office till the conclusion of next Annual General Meeting. Further on therecommendation of the Nomination & Remuneration Committee and subject to the approvalsof the Members at the forthcoming Annual General Meeting and such other approvals consentand sanctions as may be necessary Smt. Pallavi More were appointed as a Whole-timeDirector of the Company for a period of 5 years with effect from May 30 2017. Her term ofoffice as Additional Director is till the conclusion of next Annual General Meeting. Beingeligible she offers herself for re-appointment. The Board recommends that she beappointed as a Whole-time Director of the Company for a period of 5 (Five) consecutiveyears w.e.f. May 30 2017 liable to retire by rotation.
The Board of Directors of the Company at its Meeting held on May 30 2017 appointedShri Yogesh Samat as an Additional Director of the Company w.e.f. the date of Meeting tohold office till the conclusion of next Annual General Meeting. Being eligible he offershimself for reappointment. The Board recommends that he be appointed as IndependentDirector of the Company for a period of 5 (Five) consecutive years w.e.f. May 30 2017not liable to retire by rotation. As per the provisions of Companies Act 2013 and interms of Articles of Association of the Company Shri Vinod Haritwal CEO & Whole-timeDirector of the Company retires by rotation in the forthcoming Annual General Meeting andbeing eligible offered himself for re-appointment. The Board recommends hisre-appointment.
During the year under review Shri K. C. Srivastava Independent Director of theCompany resigned w.e.f. July 1 2016 due to personal reason. The Board places on recordits appreciation for the services rendered by Shri K. C. Srivastava during the tenure ofhis Directorship.
In compliance with Regulation 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 Companies Act 2013 and SEBI Listing Regulations 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/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 wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
Currently Board has Four Committees viz. Audit Committee Nomination and RemunerationCommittee CSR Committee and 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 a 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. During the financial year 2016-17 No complaints were received from anyemployee and no complaint is outstanding as on March 31 2017 for redressal.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information andexplanations obtained by us we make the following statements in terms of Section134(3)(c) of the Companies Act 2013: a. that in the preparation of annual financialstatements for the year ended March 31 2017 the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any; b.that such accounting policies as mentioned in Note No. 1 of the Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as on March 31 2017 and of the profit of the Company for theyear ended on that date; c. that proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies 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 (Three) Overseas Subsidiaries viz. Grauer & Weil(Shanghai) Ltd. at China Grauer & Weil (UK) Ltd. at United Kingdom and GrowelChemicals Co. Ltd. at Thailand. During the year the Board of Directors reviewed theaffairs of the Subsidiaries. During the year under review Company also had 3 (Three)Associates Companies viz. Grauer & Weil (Thailand) Limited Grauer & WeilEngineering Private Limited (Previously known as Growel Goema (India) Private Limited) andGrowel Sidasa Industries Private Limited.
Details of the Subsidiaries and Associates companies forms part of FinancialStatements.
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 Annual Report.Further a statement containing the salient features of the Financial Statements of theSubsidiaries in the prescribed format AOC-1 is attached as a part of Financial Statements.
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 to hold officetill the conclusion of 59th Annual General Meeting of the Company to be held in thecalendar year 2017 (subject to ratification at every AGM). Pursuant to Provisions ofSection 139(2) of the Companies Act 2013 read with Companies (Audit and Auditors) Rules2014 term of office of M/s M. M. Nissim & Co. as a Statutory Auditors of the Companyexpired and it is proposed to appoint M/s SCA & Associates as a Statutory Auditors ofthe Company to hold office for a period of 5 Years i.e. from the conclusion of 59th AnnualGeneral Meeting (AGM) till the conclusion of 64th AGM of the Company (subject toratification at every AGM). The Company has obtained a consent letter from M/s SCA &Associates under Section 139(1) of the Companies Act 2013 along with certificate thatappointment if made will be in accordance with the provisions of Section 141 of theCompanies Act 2013 and they are not disqualified to be appointed as Auditors of theCompany under Section 141(3) of the Companies 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 2018 as set out in theNotice convening the Meeting.
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 Engineering and Lubricantssegments of the Company for the Financial Year 2016-17. The Board has reappointed M/s V.J. Talati & Co. Firm of Cost Accountants as Cost Auditor of the Company for theFinancial Year 2017-18.
The Board has appointed M/s GMJ & Associates Firm of Practicing CompanySecretaries to conduct the Secretarial Audit for the Financial Year 2016-17. TheSecretarial Audit Report for the Financial Year ended March 31 2017 is annexed herewithmarked as Annexure F' to this Report. The Secretarial Audit Report does notcontain 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 2017-18.
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 therefore donot 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 withRule 8(3) of the Companies (Accounts) Rules 2014 are given in Annexure G' tothis Report.
PARTICULARS OF EMPLOYEES
The requisite details as stipulated under Section 197 of the Companies Act 2013 andRule 5(1) and 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 will be provided upon request and same is available for inspection to theMembers at the Registered Office of the Company on any working days between 10.00 am to12.00 noon upto the date of Annual General Meeting i.e. September 25 2017. If any Memberis interested in obtaining a copy thereof such Member may write to the Company Secretaryin 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.
The Equity Shares of the Company are at present listed with BSE Limited PhirozeJeejeebhoy Towers Dalal Street Mumbai 400 001. The Company is regular inpayment of listing fees.
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 2017 ||Managing Director ||CEO & Whole-time Director |