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Grauer & Weil (India) Ltd.

BSE: 505710 Sector: Industrials
NSE: GRAUWEIL ISIN Code: INE266D01021
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OPEN 64.00
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VOLUME 115444
52-Week high 76.60
52-Week low 36.80
P/E 14.88
Mkt Cap.(Rs cr) 1,366
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 64.00
CLOSE 64.60
VOLUME 115444
52-Week high 76.60
52-Week low 36.80
P/E 14.88
Mkt Cap.(Rs cr) 1,366
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Your directors take pleasure in presenting the 63rd Annual Report on thebusiness and operations of your Company along with the Audited Financial Statements ofthe Company for the financial year ended March 31 2021. The economic contraction in firsthalf of the financial year 2020-21 due to Covid - 19 lockdown was very challenging. TheCompany has witnessed gradual recovery in the domestic demand in all the manufacturingsegments of the business. The financial highlights of the Company for FY 2020-21 are givenbelow :

1. FINANCIAL RESULTS

Particulars 2020-21 Rupees in Lacs 2019-20 Rupees in Lacs
Gross total revenue 66940.89 68427.98
Net revenue 61952.54 62892.30
Earnings before interest depreciation tax & amortizations (EBIDTA before exceptional item) 11554.20 10831.78
Profit before tax 9506.00 9536.30
Provision for tax (Current & Deferred tax) 2542.85 1956.87
Net profit after tax 6963.15 7579.43

2. OPERATIONS

During the year under review Company recorded a (-1.5%) de-growth in Net Revenues.Earnings before interest depreciation tax (EBITDA) and exceptional items registered agrowth of 6.7% however the Net profit after tax of the Company declined by 8.1%.

Detailed discussion and review of the business operations and performance of all thesegments of the Company including future outlook opportunities threats exports etc. iscovered under the Management Discussion and Analysis Report and forms an integral part ofthis report.

3. COVID-19 AND ITS IMPACT

The first wave of COVID-19 adversely impacted the performance of the Company in thefirst quarter of the financial year 2020-21 however the remaining three quarterswitnessed quick and impressive recovery. Unfortunately our country faced the second waveof the COVID-19 pandemic from April 2021 which may result into a sizeable adverse riskfor the businesses in the coming year and further ahead.

Due to the nationwide lockdown and various other restrictions imposed by the Centraland State Governments demand has been suppressed in the fiscal first half of the comingyear. The gradually easing off of Covid-19 restrictions is likely to improve the situationin the balance part of the year unless more waves and lock-downs are faced.

The Management has been closely reviewing the impact of COVID-19 on the business andfinancial status of the Company. As per the directives of the Governments and to protectthe employees your Company had to temporarily suspended or curtail its operations at itscorporate office mall branch offices and technical service centers. The operations atoffices have since resumed with all safety measures including social distancing. Growel's101 Mall is not yet opened except for the grocery and food section of Big Bazar and‘take-away counters' of a few food outlets. Dispatches of Company's products tocustomers' have continued though at a much lower scale.

The Company's management currently believes that this financial year is likely to beadversely impacted due to COVID-19. The duration of the impact being uncertain at thisstage. The management is unable to quantify the short or long-term risk however it isexpected that the same is not likely to affect the Company's ability to continue as agoing concern and meeting its liabilities as and when they fall due.

4. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of regulation 34(2)(e) of the SEBI Listing Regulations 2015 read Paragraph Bof Schedule V of the SEBI Listing Regulations a detailed review analysis and discussionon the operations performance and future outlook of the Company industry structuredifferent product groups of the Company operational performance of its various businesssegments and its business is given in the Management Discussion and Analysis Report whichforms part of this Annual Report under the heading ‘Management Discussion andAnalysis' attached as Annexure ‘A'.

5. DIVIDEND

Your Directors are pleased to inform all the members that your Company has a consistenttrack-record of dividend payment for last 24 years and is almost regular in dividendpayments from the date of Incorporation i.e. for last over 6 decades. The Board ofDirectors in its meeting held on June 30 2021 has recommended a dividend of Re. 0.50 perfully paid-up equity share on 226705750/- equity shares of face value of Re. 1/- eachfor the financial year ended March 312021 (Previous year Rs. 0.50 per equity share as anInterim Dividend).

The dividend on equity shares is subject to the approval of the shareholders at theensuing Annual General Meeting of the Company. The dividend once approved by theshareholders will be paid to all the shareholders whose name are appears on the Recordsdate. The total dividend payout for the financial year 2020-21 shall be approx. Rs. 11.34Crores.

The Register of Members and Share Transfer Books of the Company will remain closed fromSeptember 22 2021 to September 29 2021 (both days inclusive) for the purpose of paymentof dividend for the financial year ended March 31 2021 and the Annual General Meeting.

As per section 194 of Income Tax Act a Company is required to deduct TDS @ 10% ondividend payment if it exceed Rs. 5000/-. However no TDS shall be deducted in the caseof any dividend payment to Life Insurance Corporation General Insurance Corporation ofIndia any other insurer and Mutual Funds specified u/s 10(23D) of Income Tax Act.

SEBI vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated May 05 2021 amended SEBIListing Regulations whereby it is required to formulate the Dividend Distribution Policy.The Board of Directors in its meeting held on June 30 2021 framed and approved a DividendDistribution Policy of the Company which can be accessed at the Company's website underthe following weblink : www.growel.com/ subpage/policies.

6. MATERIAL CHANGE

In terms of Section 134(3)(l) of the Companies Act 2013 no material changes andcommitments have occurred that affect the financial position of your Company between theclose of the financial year of the Company on March 312021 to which the financialstatements relate and up to the date of this report. Further there has been no change inthe nature of business of the Company.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the regulators / courts /tribunals which would impact the going concern status of the Company and its futureoperations.

8. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 312021 remains unchangedat Rs. 226705750/- comprising of 226705750 equity shares of Re. 1/- each. During theyear under review Company has neither issued shares with differential voting rights norgranted stock options nor sweat equity shares and none of the directors of the Companyhold any convertible instruments as on March 312021.

9. TRANSFER TO RESERVE

The Company proposes to transfer Rs. 60 Crores to General Reserves and balance profitwill remain in the profit and loss account.

10. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulatedunder regulation 34 and Schedule V(C) of SEBI Listing Regulations and accordingly theReport on Corporate Governance forms part of this Annual Report. The requisite certificatefrom the Statutory Auditors of the Company confirming compliance with the conditions ofthe Corporate Governance is attached to the Report on Corporate Governance as Annexure‘B'.

11. SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS & RETURN ON NET WORTH:

There is no significant change (i.e. 25% or more) in any of the financial ratios viz.Debtors Turnover Inventory Turnover Interest Coverage Ratio Current Ratio Debt EquityRatio Operating Profit Margin Net Profit Margin and Return on Investment.

12. CORPORATE SOCIAL RESPONSIBILITY

The Company believes that Corporate Social Responsibility (CSR) projects undertaken byit should be sustainable with the purpose of improving the quality of living for the lessprivileged.

Your Company under its CSR initiatives covers healthcare sanitation education &vocational training environment sustainability promoting sports art culture and othermiscellaneous projects on need basis that are important to maintain social license tooperate the business. These projects are covered under Schedule VII of the Companies Act2013.

The Board of Directors of the Company has approved a Corporate Social Responsibility(CSR) Policy based on the recommendation of the CSR Committee constituted by the Board ofDirectors and the same has been posted on the website of the Company at www.growel.com. Interms of Section 135 of the Companies Act 2013 and Companies (Corporate SocialResponsibility Policy) Rules 2014 Annual Report containing the brief outline of the CSRpolicy of the Company and the initiatives undertaken by the Company on CSR activitiesduring the year is annexed to this Report as Annexure ‘C'.

The terms of reference of CSR Committee number and dates of meetings held compositionand attendance of the directors during the financial year ended March 312021 are givenseparately in the Corporate Governance Report.

As per the provisions of Section 135 of the Companies Act 2013 during the year underreview the Company was required to spend Rs. 185.53 Lacs towards CSR activities /projects and had spent an amount of Rs. 71.42 Lacs till March 31 2021 mostly CovidPandemic mitigation. In terms of amendment to Companies (Corporate Social ResponsibilityPolicy) Amendment Rules 2021 (‘CSR Rules 2021') effective from January 22 2021the Board of Directors of the Company identified Ongoing Project up to Rs. 114.11 Lacs anddecided to deposit the same in a separate Bank account opened with a Scheduled Bank inCompliance with CSR Rules 2021 for the CSR identified projects.

In line with Company's objective under its CSR policy to support the society at alarge the Company has distributed cooked food and food grains to the people affected bylockdown due to COVID-19 especially the less privileged people located nearby locations ofthe Company and also contributed Rs. 55.00 Lacs towards PM Care fund. As a responsibleCorporate citizen Company has also contributed Rs. 33.00 Lacs towards Covid relief fundsof the State Governments though the same are not covered under CSR activities as perSchedule VII of the Companies Act 2013.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust internal control framework which has been developedconsidering the nature size and risks in the business. The Internal control have beendesigned to provide reasonable assurance with regard to credibility of data andcompliances inter-alia :

a. Recording and providing reliable financial and operational information;

b. Complying with the applicable statutes;

c. Safeguarding assets from unauthorized use;

d. Executing transactions with proper authorization and ensuring compliance withcorporate policies;

e. Prevention and detection of frauds / errors;

f. Continuous updating of IT systems.

To supplement the internal control mechanism the Company has appointed an externalindependent internal audit agency viz. M/s M. M. Nissim & Co. LLP? CharteredAccountants to carry out concurrent internal audit at all its locations. The AuditCommittee of the Board of Directors reviews the internal control systems on a regularbasis and consults the Internal and Statutory Auditor of the Company to improve theireffectiveness besides verifying statutory compliances. The Audit Committee meetsperiodically to discuss findings of the internal auditors along with the remedial actionsthat have been recorded or have been taken by the management to address weaknesses of thesystem. The Board observed that during the financial year no material or seriousobservations have been received from the Internal Auditors of your Company regardinginefficiency or serious lapses of such controls.

The Company also has a system of regular internal audit carried out by InternalAuditors. M/s M. M. Nissim & Co. LLP Chartered Accountants who report directly to theBoard of Directors / Audit Committee / Chairman of the Company. The internal auditprogramme is approved by the Audit Committee and findings of the internal auditor areplaced before the Audit Committee at regular intervals.

The management has assessed the effectiveness of the Company's internal control overfinancial reporting as of March 312021. The Audit Committee reviewed the reportssubmitted by the Management and Internal Auditors and based on their evaluation (asdefined in Section

177 of the Companies Act 2013 and regulation 18 of SEBI Listing Regulations 2015)the Company's Audit Committee has concluded that as of March 312021 the Company'sinternal financial controls were adequate and operating effectively.

The Company has adopted the compliance management tool recently to ensure timelycompliance of legal financial environmental labour and all other applicable relevantregulations.

14. RISK MANAGEMENT

In today's challenging and competitive environment mitigating risks is imperative.Common risks include changing regulations competition business risk technologyobsolescence fluctuation in raw material prices and retention of talent. Business riskinter alia further includes financial risk social risk political risk environmentalrisk and legal risk. For managing risks more efficiently the Company has undertaken adetailed risk management exercise which inter-alia includes identification assessment andprioritization of risks followed by coordinated and economical application of resources tominimize monitor and control the probability and / or impact of uncertain events or tomaximize the realization of opportunities. Risk management also attempts to identify andmanage threats that could severely impact or bring down the organization.

Audit Committee and Internal Auditor undertakes both regular and ad hoc reviews of riskmanagement controls and procedures the results of which are reported in the AuditCommittee Meeting. There are no risks which in the opinion of the Board threaten theexistence of the Company.

As per Companies Act 2013 and regulation 21 of SEBI Listing Regulations 2015 Companyis now required to form a Risk Management Committee which has been constituted in theBoard Meeting held on June 30 2021.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company which also incorporate a whistle blower policy interms of Section 177 of the Companies Act 2013 and regulation 22 of the SEBI ListingRegulations 2015 deals with the report of genuine concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policyand grievances if any. The policy provides adequate safeguards against victimization ofpersons who use the Whistle Blower mechanism and provides to employees' direct access tothe Chairman of the Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy is reviewed by the AuditCommittee from time to time and no concerns or irregularities have been reported byemployees / directors during the financial year ended March 312021. The policy may beaccessed on the Company's website at www.growel.com.

16. ANNUAL RETURN

Pursuant to Section 92 of the Companies Act 2013 read with the applicable rules theAnnual Return for the year ended March 312021 can be accessed on the Company's website atwww.growel.com.

17. FIXED DEPOSITS

The Company has neither accepted any deposit within the ambit of Section 73 and 74 ofthe Companies Act 2013 read with The Companies (Acceptance of Deposits) Rules 2014 norhave any outstanding public deposits accepted prior to the commencement of the said Actand therefore the disclosure pursuant to rule 8(5)(v) & (vi) of Companies (Accounts)Rules 2014 is not applicable to the Company.

18. LOANS GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act 2013 the details ofParticulars of loans given investments made guarantees given and securities provided andsubsisting as on the close of the financial year 2020-21 along with the purpose for whichthe loan or guarantee or security is proposed to be utilized are provided in the notes tothe financial statements forming part of Annual Report.

19. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on an arm's lengthbasis. During the year the Company has not entered into any contracts / arrangements /transactions with related parties which could be considered as material in accordance withthe policy of the Company on materiality of related party transactions. Accordingly thedisclosure of related party transactions as required under Section I34(3)(h) of theCompanies Act 2013 in Form AOC - 2 is not applicable to your Company.

The Policy on materiality of related party transactions and dealing with related partytransactions are approved by the Board and can be accessed on the Company's website underthe following weblink : www.growel.com/subpage/policies. The details of transactions /contracts / arrangements entered by the Company with Related parties during the financialyear are set out in the Notes to the financial statement.

The Board of Directors of the Company has approved the criteria for making the omnibusapproval by the Audit Committee within the overall framework of the policy on relatedparty transactions. Prior omnibus approval is obtained for related party transactionswhich are of repetitive nature and proposed to be entered in the ordinary course ofbusiness and at arm's length during the financial year. All related party transactions areplaced before the Audit Committee for review and approval.

20. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Retirement by rotation - Mr. Umeshkumar More

In terms of the provisions of Section 152 of the Companies Act 2013 and the Articlesof Association of the Company Mr. Umeshkumar More (DIN : 00112662) Whole-time Directordesignated as Chairman of the Company is liable to retire by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment. The Boardrecommends his re-appointment.

In accordance with the provisions of Companies Act 2013 rules made thereunder theSEBI Listing Regulations and the Articles of Association of the Company AdditionalDirector Independent Directors and the Managing Director of the Company are not liable toretire by rotation.

b. Resignation of Mrs. Aarti Shah as Independent Director

During the year under review due to pre-occupation with other vocation and familymatters Mrs. Aarti Shah - Independent Director of the Company resigned effective fromFebruary II 2021. The Board of Directors placed on record its appreciation for theinvaluable contribution made by her during her stint with the Company as an IndependentDirector.

c. Resignation of Mr. Vinod Haritwal as a Whole-time Director

During the year under review Mr. Vinod Haritwal Chief Operating Officer (CEO) &Whole-time Director was superannuated and hence he resigned as a director and Whole TimeDirector of the Company effective from July I 2021 however he will continue as CEO ofthe Company. The Board of Directors placed on record its appreciation for the invaluablecontribution made by him during his stint with the Company as a director.

d. Appointment of Mr. Shashikant Keshav Sakhalkar as Independent Director

On the recommendation of the Nomination and Remuneration Committee and pursuant toprovisions of Section 161 of the Companies Act 2013 the Board of Directors at itsmeeting held on February II 2021 appointed Mr. Shashikant Keshav Sakhalkar (DIN :00695661) as an Additional Director (Non-Executive Independent Director) of the Companywith effect from February II 202I to holds office till the date of ensuing Annual GeneralMeeting and is eligible for appointment as a director of the Company.

Mr. Sakhalkar is not disqualified from being appointed as a director in terms ofSection I64 of the Companies Act 20I3 and has also satisfies the criteria for being anIndependent Director of the Company and has given his consent to act as an IndependentDirector. He has given a declaration to the Company of his independence as required underSection I49(7) of the Companies Act 20I3. In pursuance of Section I49(I0) of theCompanies Act 20I3 and subject to approval of the shareholders in the ensuing AnnualGeneral Meeting of the Company to be held on September 29 202I Mr. Sakhalkar has beenappointed as an Independent Director for a term of 5 (Five) years with effect fromFebruary II 202I upto and including February I0 2026 not liable to retire by rotation.A resolution in this behalf is set out in the notice of Annual General Meeting formembers' approval.

e. Re-appointment of Whole-time Directors

As recommended by the Nomination and Remuneration Committee and on such terms andconditions including the remuneration payable to them and the minimum remuneration payableto them in the event of absence or inadequacy of profits in any years and subject to theapproval of members of the Company at the ensuing Annual General Meeting the Board ofDirectors of the Company have approved the re-appointments of

i) Mr. Rohitkumar More (DIN : 00139797) as a Whole-time Director of the Company for aperiod of 5 (Five) Years w.e.f. April 1 2022.

ii) Mr. Nirajkumar More (DIN : 00113191) as a Managing Director of the Company for aperiod of 5 (Five) Ysars w.e.f. July 012022.

f. Appointment of Mr. Yogesh Samat as a Whole-time Director

On the recommendation of the Nomination and Remuneration Committee and pursuant toprovisions of Section 161 of the Companies Act 2013 the Board of Directors at itsmeeting held on June 30 2021 appointed Mr. Yogesh Samat (DIN : 00717877) as an AdditionalDirector of the Company with effect from July 12021 to holds office till the date ofensuing Annual General Meeting. He is eligible for appointment as a director of theCompany. Mr. Samat is not disqualified from being appointed as a director in terms ofSection 164 of the Companies Act 2013 and has given his consent to act as a director.

Subject to approval of the shareholders in the ensuing Annual General Meeting of theCompany to be held on September 29 2021 Mr. Samat has been appointed as a Whole-timeDirector for a term of 5 (Five) years with effect from July 12021 upto and including June30 2026 liable to retire by rotation. A resolution in this behalf is set out in thenotice of Annual General Meeting for members' approval.

Brief profile and other details of the directors being appointed / re-appointed asrequired under regulations 36(3) of SEBI Listing Regulations and Secretarial Standard - 2on General Meetings are provided in the notice of Annual General Meeting forming part ofthe Annual Report.

g. Independent Directors

The Company has a Familiarization program for its Independent Directors. At the time ofappointing New Non-Executive Director a formal letter of appointment is given to themwhich inter alia explains their role function duties and responsibilities in theCompany. Executive Directors provide an overview of Company's business operations to newNon-Executive Directors. The director is also explained in detail the Compliance requiredfrom him under Companies Act 2013 the Listing Regulations and other various statutes andan affirmation to be obtained. Further on an ongoing basis as a part of agenda of Board /Committee Meetings presentations are regularly made to the Independent Directors onvarious matters inter-alia covering the Company's and its subsidiary's business andoperations industry and Company's outlook strategy finance and other relevant matters.The details of the familiarization program for directors is available on the Company'swebsite at www.growel.com.

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013 as well as regulation 16(1)(b) of the SEBI Listing Regulations2015. In terms of regulation 25(8) of the SEBI Listing Regulations the IndependentDirectors have confirmed that they are not aware of any circumstance or situation whichexist or may be reasonably anticipated that could impair or impact their ability todischarge their duties.

h. Policy on appointment and remuneration of directors

The Company has devised the Nomination and Remuneration Policy for the selectionappointment and remuneration of directors Key Managerial Personnel and also of otheremployees including senior management employees who have the capacity and ability to leadthe Company towards achieving sustainable development. The same is available on website ofCompany (www.growel.com/subpage/ policies). The extract of Nomination and RemunerationPolicy is provided in the Corporate Governance Report and forms part of Board's Report.

i. Performance evaluation

Pursuant to the provisions of the Companies Act 2013 SEBI Guidance Note on Boardevaluation issued on January 5 2017 relevant provisions of the SEBI Listing Regulationsand based on evaluation criteria defined by Nomination and Remuneration Committee (NRC)for performance evaluation the Board has carried out an annual evaluation of itsperformance performance of the Committees and individual directors. The Board evaluatedthe effectiveness of its functioning that of the Committees and of individual directorsafter taking feedback from the directors and committee members.

The performance of the independent directors was evaluated by the entire Board exceptthe person being evaluated in their meeting held on July 29 2020. The performanceassessment of Non-Independent Directors Board as a whole and the Chairman was carried outin a separate meeting of Independent Directors.

j. Meeting of Board and Committee

The Board Meetings of your Company are planned in advance in consultation with theBoard Members. During the financial year ended March 312021 the Board of Directors metfour times to review strategic operational and financial performance of the company. Thedetails of Board Meetings are given in the Corporate Governance Report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013and the SEBI Listing Regulations.

k. Board Committees

The Board of Directors has constituted various committees such as Audit CommitteeNomination & Remuneration Committee Stakeholders Relationship Committee and CorporateSocial Responsibility Committee. During the year 4 (Four) meetings of Audit CommitteeNomination & Remuneration Committee Stakeholders Relationship Committee and CorporateSocial Responsibility Committee were convened and held. The details of which are given inthe Corporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013 and SEBI Listing Regulations.

The details of composition terms of reference numbers of meetings held during theyear and other related details pertaining to these committees are mentioned in theCorporate Governance Report.

l. Key Managerial Personnel

Pursuant to Section 203 of the Companies Act 2013 following are the Key ManagerialPersonnel of the Company :

1. Mr. Nirajkumar More - Managing Director (DIN : 00113191);

2. Mr. Vinod Haritwal - CEO & Whole-time Director (DIN : 00112862);

3. Mr. Gurinder Singh Gulati - Chief Financial Officer (FCA No. : 90728)

4. Mr. Chintan K. Gandhi - Company Secretary (ACS No. : 21369)

During the year under review there has been no change in the Key Managerial Personnelof the Company.

21. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to creating and maintaining a secure work environment whereits employees agents vendors and partners can work and pursue business together in anatmosphere free of harassment exploitation and intimidation. To empower women and protectwomen against sexual harassment and as per the requirement of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition & Redressal) Act 2013 ("POSHAct") and Rules made thereunder a policy for prevention of sexual harassment hadbeen made and Internal Complaints Committee had been set up. During the year under reviewthere were no complaints reported to the Board.

As on March 312021 Company has been employing about 89 women employees / full timeconsultant in various cadres.

22. BUSINESS RESPONSIBILITY REPORT

The Company is committed to the principles enshrined in the Guidelines on SocialEnvironmental and Economic Responsibilities of Business notified by the Government ofIndia. The Board has authorized director and appointed head for implementation of‘Business Responsibility Reporting' (BRR) with the scope of :

a. To review the BRR Policy from time to time and to modify the same as required

b. To monitor the preparation of the BRR in the format as prescribed by SEBI

c. To undertake all other steps and actions that are incidental to BRR.

The Board review the performance of the BRR policy and its effectiveness from time totime.

As mandated by Regulations 34(2)(f) of SEBI Listing Regulations BusinessResponsibility Report of the Company for the year ended March 312021 describing theinitiatives taken by the Company from an environmental social and governance prospectivein the prescribed form is annexed as Annexure ‘D' and is also available on theCompany's website at www.growel.com.

23. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Sections I34(3)(c) and 134(5) of the Companies Act 2013 the Board ofDirectors to the best of its knowledge and ability confirm :

a. that in the preparation of annual financial statements for the year ended March312021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies as mentioned in Note No. I of the Notes to theFinancial Statements have been selected and applied consistently and judgment andestimates 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 312021 and of the profit of theCompany for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 financialcontrols were adequate and were operating effectively;

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

24. SUBSIDIARY & ASSOCIATE COMPANIES

As on date Company has 2 (Two) Overseas Subsidiaries viz. Grauer & Weil (Shanghai)Limited in China and Growel Chemicals Co. Limited in Thailand and 3 (Three) AssociatesCompanies viz. Grauer & Weil (Thailand) Co. Limited in Thailand Grauer & WeilEngineering Private Limited (Previously known as Growel Goema (India) Private Limited) andGrowel Sidasa Industries Private Limited. In April 2020 Company made an application forstriking off the name of one of the subsidiary Company viz. Grauer & Weil (UK) Limitedin United Kingdom and same has been approved. During the year the Board of Directorsreviewed the affairs of Subsidiaries.

The Company does not have any material subsidiary as per the thresholds laid down underthe SEBI Listing Regulations. Pursuant to Section 129(3) of the Companies Act 2013 readwith Rule 5 of the Companies (Accounts) Rules 2014 a statement containing the salientfeatures of the financial position of subsidiary companies in Form AOC - 1 is attached asannexure to consolidated financial statements of the Company.

25. CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the consolidated financial statementspursuant to the requirement of regulation 33 and 34 of the SEBI Listing Regulations readwith other applicable provisions and prepared in accordance with Indian AccountingStandards (IND AS) 110 on ‘Consolidated Financial Statements' for the financial yearended March 312021.

26. AUDITORS AND AUDIT REPORTS

a. Statutory Auditors

Pursuant to Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the members of the Company at its 59th Annual GeneralMeeting (AGM) held on September 25 2017 had appointed M/s SCA and Associates CharteredAccountants (ICAI Firm Registration No. 101174W) as Statutory Auditors of the Company fora term of 5 (Five) consecutive years to hold office from the conclusion of 59thAGM till the conclusion of the 64th AGM of the Company to be held in thecalendar year 2022 subject to ratification by the shareholders every year.

Pursuant to amendments in Section 139 of the Companies Act 2013 the requirements toplace the matter relating to such appointment for ratification by members at every AGM isnot required. Hence the resolution relating to ratification of Auditor's appointment isnot included in the notice of the ensuing AGM. The Auditors have confirmed that they arenot disqualified from continuing as Auditors of the Company and they hold a validcertificate issued by the Peer Review Board of the ICAI.

b. Cost Auditors

In terms of Section 148 of the Companies Act 2013 the Company maintains cost recordsas per the requirement and a Cost Accountant conducts audit of said cost records. TheBoard of Directors of the Company has appointed M/s V J. Talati & Co. CostAccountants New Delhi as Cost Auditors of the Company for the financial year ending March312021. There is no qualification in the Cost Audit Report submitted by the Cost Auditorfor the financial year 2019-20 and same was duly filed with Ministry of Corporate Affairs.

The Board of Directors of the Company has on the recommendation of the Audit Committeeapproved the re-appointment of M/s V J. Talati & Co. Cost Accountants as CostAuditors of the Company for the financial year ending March 312022 on remuneration asmentioned in the notice of 63rd Annual General Meeting.

A consent letter and certificate from M/s V J. Talati & Co. Cost Accountants hasbeen received to the effect that their appointment as Cost Auditor of the Company ifmade would be in accordance with the limits specified under Section 141 of the CompaniesAct 2013 and Rules framed thereunder.

A resolution seeking member's ratification for the remuneration payable to the CostAuditor for the financial year 2021-22 forms part of the notice of 63rd AnnualGeneral Meeting and the same is recommended for your consideration and ratification.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hadappointed M/s GMJ & Associates Firm of Practicing Company Secretaries as theSecretarial Auditor for the year under review to conduct the Secretarial Audit of theCompany. The Secretarial Audit Report for the year under review issued by M/s GMJ &Associates is annexed to this Report as Annexure ‘E'. There is noqualification or adverse remark in their Report.

Further in terms of the provisions of the Circular No. CIR/CFD/CMD1/27/2019 datedFebruary 8 2019 issued by Securities and Exchange Board of India the Company hasobtained the Annual Secretarial Compliance Report for the financial year ended March 312021 confirming compliance of the applicable SEBI Regulations and circulars / guidelinesissued thereunder by the Company.

The Board on the recommendation of Audit Committee has re-appointed M/s GMJ &Associates Firm of Practicing Company Secretaries as Secretarial Auditor of the Companyfor the financial year 2021-22.

27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The statement giving the particulars relating to conservation of energy technologyabsorption and foreign exchange earnings and outgo as required in terms of Section134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts)Rules 2014 is annexed to this Report as Annexure ‘F'.

28. PARTICULARS OF EMPLOYEES

The Company has no employees who draws the remunerations in excess of limits specifiedin Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The information required under Section 197(12) of the Companies Act 2013 read withRules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is attached as Annexure ‘G'.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has substantially and materially complied with applicable SecretarialStandards issued by the Institute of Company Secretaries of India as amended from time totime.

30. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a) Transfer of Unclaimed Dividend to IEPF

Pursuant to Section 124 of the Companies Act 2013 read with provisions of InvestorsEducation & protection Fund Authority (Accounting Audit Transfer & Refund) Rules2016 all shares in respect of which dividend has not been paid or claimed by theshareholders for seven consecutive years or more were already transferred by the Companyin favour of Investor Education and Protection Fund (IEPF). The unclaimed dividend for thefinancial year 2012-13 have also been transferred to the Investors Education andProtection Fund (IEPF) established by the Central Government.

b) Transfer of shares to IEPF

As required under Section 124 of the Companies Act 2013 101434 Equity Shares inrespect of which dividend has not been claimed by the members for 7 (Seven) consecutiveyears or more have been after giving individual notice to the concerned shareholderswhose shares were liable to be transferred to IEPF and after publishing newspaperadvertisement transferred to the IEPF Authority during the financial year 2020-21.Details of such shares transferred have been uploaded on the website of the Company i.e.www.growel.com and on the Ministry of Corporate Affairs.

31. GREEN INITIATIVES

Keeping in mind the COVID-19 pandemic situation and as per the government guidelinesand as a part of Green Initiatives and going beyond it to create further new greeninitiatives electronic copy of the notice of 63rd Annual General Meeting ofthe Company including the Annual Report for the financial year 2020-21 are being sent toall the members whose e-mail addresses are registered with the Company / DepositoryParticipant(s).

32. HEALTH AND SAFETY

The Company continues to accord high priority to health and safety of all workers andemployees of the Company at all manufacturing locations plants and offices. During theyear under review the Company conducted safety training programmes for increasingawareness disaster preparedness fire-fighting training fire mock drills and othertrainings programmes among various employees at the plants and offices for safetyawareness and preparedness.

33. LISTING

The equity shares of the Company are at presently listed with BSE Limited PhirozeJeejeebhoy Towers Dalal Street Mumbai - 400 001. The Company is regular in payment oflisting fees.

34. SIGNIFICANT BENEFICIAL OWNER

Attention of the members is invited to the Companies (Significant Beneficial Ownership)Amendment Rules 2019 issued by the Ministry of Corporate Affairs whereby a person isconsidered as a ‘Significant Beneficial Owner (SBO)' if he / she whether actingalone together or through one or more individuals or trust holds a beneficial interest ofat least 10%. The beneficial interest could be in the form of a company's shares or theright to exercise significant influence or control over the Company. A shareholdersholding shares in the Company on behalf of others or fulfilling the criteria as mentionedin the Companies (Significant Beneficial Ownership) Amendment Rules 2019 is required togive a declaration specifying the nature of his / her interest and other essentialparticulars in the prescribed manner and within the permitted time frame.

35. APPRECIATION

Your Company has been able to operate efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functions andareas as well as the efficient utilization of the Company's resources for sustainable andprofitable growth.

The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks governmentauthorities customers suppliers distributors agents vendors investors businessassociates and communities in which the Company operates. The Board of Directors also wishto place on record its deep sense of appreciation for the dedicated and committed servicesby the Company's executives staff and workers.

Last but not the least your Directors wish to place on record their warm appreciationto you for your continuous support and encouragement.

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 : June 30 2021 Managing Director CEO & Whole-time Director
DIN:00113191 DIN:00112862

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