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Grindwell Norton Ltd.

BSE: 506076 Sector: Engineering
NSE: GRINDWELL ISIN Code: INE536A01023
BSE 00:00 | 24 Apr 2020 Grindwell Norton Ltd
NSE 05:30 | 01 Jan 1970 Grindwell Norton Ltd

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OPEN 503.35
PREVIOUS CLOSE 508.75
VOLUME 503422
52-Week high 699.00
52-Week low 369.20
P/E 31.29
Mkt Cap.(Rs cr) 5,602
Buy Price 487.00
Buy Qty 15.00
Sell Price 507.00
Sell Qty 25.00
OPEN 503.35
CLOSE 508.75
VOLUME 503422
52-Week high 699.00
52-Week low 369.20
P/E 31.29
Mkt Cap.(Rs cr) 5,602
Buy Price 487.00
Buy Qty 15.00
Sell Price 507.00
Sell Qty 25.00

Grindwell Norton Ltd. (GRINDWELL) - Director Report


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Company director report

Dear Members

Your Directors are pleased to present the 69th Annual Report of the Companyalong with the audited financial statements for the year ended March 31 2019.

FINANCIAL HIGHLIGHTS

('crores)

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Sale of Products (Gross) 1447.22 1329.92 1478.56 1355.48
Service & Other Operating Income 119.63 127.28 119.50 125.25
Less: Excise Duty (22.81) (22.81)
Revenue from Operations 1566.85 1434.39 1598.06 1457.92
Operating Profit 254.58 223.16 261.94 229.00
Interest 1.48 1.05 1.50 1.53
Profit before Tax 253.10 222.11 260.44 227.47
Provision for Tax 89.26 74.95 91.72 76.58
Profit for the year 163.84 147.16 168.72 150.89
Other Comprehensive Income 5.28 (0.14) 5.28 (0.14)
Total Comprehensive Income for the year 169.12 147.02 174.00 150.75
Less: Share of Minority Interest - - (1.48) (1.14)
Total Comprehensive Income attributable to owners 169.12 147.02 172.52 149.61

DIVIDEND

Your Directors are pleased to recommend for approval of the Members a dividend of '6/-per equity share of face value of '5/- each for the financial year ended March 31 2019.The dividend on equity shares if approved by the Members would involve a cash outflow of'80.08 crores including dividend tax as against the cash outflow of '66.74 crores in theprevious year.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the reserves.

OPERATIONS

While the Indian economy was stable during the financial year 2018-19 overall growthdecelerated as the year unfolded and was lower than forecasts and the previous year.Similarly after a solid start to the year growth of industrial output (as measured bythe Index for Industrial Production) weakened as the year progressed and registered adecline compared to the previous fiscal. Led by the auto industry the manufacturingsector in particular witnessed a sharp decline in growth in the last quarter (less than2%). Investment demand remained subdued throughout the year while consumer demand hassoftened in recent months. While inflation (as measured by the Consumer Price Index)remained low the Wholesale Price Index witnessed an increase (above 4% after 4 years)primarily on account of the rising trend of global oil prices. The increase in oil pricesalso contributed to the unexpected depreciation (8% on average during the fiscal year) ofthe Indian Rupee against the US Dollar; in October the Rupee touched a new low but hasappreciated since then. Meanwhile the Goods and Services Tax (GST) stabilized. All inall 2018-19 was a stable but somewhat disappointing year for the economy. Reflectingthis your Company's standalone revenue from operations and operating profit increased by9.2% and 14.1% respectively and consolidated revenue from operations and operating profitincreased by 9.6% and 14.4% respectively.

Abrasives

After strong growth in domestic sales in the first half of the financial year theAbrasives business witnessed a sharp fall in growth (less than 5%) in the second half.This was mainly due to the weakening of industrial activity (led by the auto sector) andpartly due to our efforts to increase prices. Export markets were subdued throughout theyear. Meanwhile the business continued to focus on new products and new markets. Mainlydue to the rise in input costs (on account of the higher oil prices and the depreciationof the Rupee) Margins remained under pressure througout the year. Overall in 2018-19sales of the Abrasives business grew by 7.5% (mostly on account of volume growth butpartly on account of price increases) while operating profit increased by 7.5%.

Ceramics & Plastics

With stable domestic demand and firm global prices 2018-19 was a reasonable year forthe Silicon Carbide business. While volumes remained at the same level higher pricesresulted in an increase in sales and an improved operating margin. The PerformanceCeramics and Refractories (erstwhile High Performance Refractories) business had anexcellent year in terms of sales with strong growth in domestic and export marketsMargins and profits however declined partly due to the increase in input cost partlydue to an adverse product mix and partly due to some customer rejections. The PerformancePlastics business had an excellent year with sales and profit growing significantly. TheADFORS business was stable. Overall on consolidated basis the Ceramics and Plasticssegment saw sales and operating profit grow by 16.7% and 25% respectively.

Others

The captive IT Development Centre (INDEC) benefited from the depreciation of the Rupeeand the Projects division had a good year. As a result this segment witnessed an increasein revenues and profits in 2018-19.

SUBSIDIARY COMPANY

The Company has one subsidiary in Bhutan Saint-Gobain Ceramic Materials Bhutan PrivateLimited. In terms of sub-regulation (1) (c) of Regulation 16 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") it is not a material subsidiary.

The operations of your Company's subsidiary in Bhutan were stable. In accordance withSection 129 (3) of the Companies Act 2013 ("Act") and Rule 5 of the Companies(Accounts) Rules 2014 and relevant Accounting Standards ("AS") the Company hasprepared consolidated financial statements of the Company and its subsidiary Companywhich forms part of the Annual Report. A statement in Form AOC-1 containing salientfeatures of the financial statements of the subsidiary Company is also included in theAnnual Report. In accordance with the provisions of Section 136(1) of the Act the AnnualReport of the Company containing therein the standalone and consolidated financialstatements and audited financial statements of the subsidiary has been placed on thewebsite of the Company www.grindwellnorton.co.in. Shareholders interested in obtaining acopy of the audited financial statements of the subsidiary may write to the CompanySecretary at the Company's Registered Office.

FUTURE PROSPECTS

While the long term outlook for the Indian economy remains positive the short termoutlook is uncertain. The last few months have witnessed a decline in growth. Investmentdemand remains weak and consumer demand has softened. Bank balance sheets remain stressed.Global oil prices have risen and the world economy has slowed down. Having said thisthere are a few positives. There are signs that capacity utilization is increasing andthere are hopes that the investment cycle will revive. The new Government in its firstyear is likely to take action to revive growth. Inflation is expected to remain low andthe Rupee is expected to depreciate gradually. In the balance however it is best toassume that the current year will be similar to the previous year - another stable yearwith moderate growth. Your Company's management will continue to focus on new productsnew markets and exports to sustain growth even as it implements plans to improveproductivity across its businesses. More important most of your Company's businesses haveseen margins decline in the last two years primarily on account of rising input costs(mainly raw materials and energy) and as such increasing prices in 2019-20 remains apriority.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There have been no material changes or commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date of theReport.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

HUMAN RESOURCES

Employee relations were cordial and productive at all sites of your Company. At the endof the financial year there were 1956 employees. Your Directors place on record theirappreciation for the contribution made by all employees in the progress of your Company.

The Company follows the best practices in hiring and on-boarding of employees. TheCompany adopts a fair and transparent performance evaluation process. In order to improveorganizational efficiency and employee engagement various change initiatives wereundertaken during the year. To ensure this and also to improve skill levels employeesparticipate in various training programmes and complete mandatory e-learning courses.

Your Company is committed to create and sustain a positive workplace environment freefrom discrimination and harassment of any nature. The Company believes that all employeeshave a right to be treated with respect and dignity and has zero tolerance towardsviolations of its Code of Conduct in general and its sexual harassment policy inparticular. During the year no complaint under the sexual harassment policy has beenreceived by the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO ANDENVIRONMENT

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act and read with Rule 8 ofthe Companies (Accounts) Rules 2014 is set out in the Annexure 1 of this Report.

Your Company is committed to ensure a clean and green pollution-free environment aswell as a safe and healthy work place at all plant locations and work sites. Your Companystrictly abides by the Saint-Gobain Group's Environment Health and Safety Charter and thepolicies and procedures framed under it. All the plants of your Company are certifiedunder ISO 9001 ISO 14001 and OHSAS 18001. These certifications and various awards arerecognition of the efforts made and results achieved by your Company in improving theEnvironment Health and Safety at all its work sites.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197of the Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure 2(A) to this Report.

The Statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is provided in a Annexure 2(B) forming part of this Report. Further the Annual Report isbeing sent to the Members excluding the aforesaid Annexure 2 (B). In terms of Section 136of the Act the said Annexure is open for inspection at the Registered Office of theCompany. Any Member interested in obtaining copy of the same may write to the CompanySecretary. The full Annual Report including the aforementioned information is available onthe website of the Company www.grindwellnorton.co.in.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment

In accordance with the Act and the Articles of Association of the Company Mr. PatrickMillot (Director Identification No. 00066275) Director retires by rotation and beingeligible has offered himself for re-appointment. The Board recommends the re-appointmentof Mr. Patrick Millot.

In accordance with Section 161(1) of the Act and Article 112 of the Articles ofAssociation of the Company and on the recommendation of the Nomination and RemunerationCommittee the Board of Directors appointed Mr. Sreedhar Natarajan (DirectorIdentification No. 08320482) as an Additional Director of the Company with effect fromFebruary 4 2019. Mr. Sreedhar Natarajan will hold office only up to the date of theforthcoming AGM and a notice under Section 160(1) of the Act has been received from aMember proposing his candidature for the office of Director of the Company. Mr. SreedharNatarajan is liable to retire by rotation.

In terms of the provisions of the Act Mr. Keki M. Elavia (Director Identification No.00003940) has been appointed as an Independent Non-Executive Director at the AGM held onJuly 23 2014 for a term of five consecutive years commencing from July 23 2014. Mr. KekiM. Elavia has wide experience in the Finance and Accounts will immensely benefit to yourCompany. The Board of Directors on the recommendation of the Nomination and RemunerationCommittee and in accordance with the provisions of the Act and Listing Regulations hisre-appointment for a second term of five consecutive years commencing from July 23 2019to July 22 2024 is proposed at the forthcoming AGM for the approval of the Members byway of Special Resolution. Mr. Keki M. Elavia will attain the age of 75 years during thesaid term of re-appointment. Mr. Keki M. Elavia is not liable to retire by rotation. TheCompany has received a notice under Section 160(1) of the Act proposing his candidaturefor the office of Independent Non-Executive Director of the Company.

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee and in accordance with provisions of the Act and Listing Regulations appointedDr. Archana Niranjan Hingorani (Director Identification No. 00028037) as an Additional andIndependent Non-Executive Director on the Board for a tenure of five consecutive yearswith effect from April 12019 subject to approval of Members at the AGM. Dr. ArchanaNiranjan Hingorani is not liable to retire by rotation. She shall hold office asAdditional Director up to the date of the forthcoming AGM and is eligible for appointmentas an Independent Non-Executive Director. The Company has received a notice under Section160(1) of the Act proposing her candidature for the office of Independent Non-ExecutiveDirector of the Company. The induction of Dr. Archana Niranjan Hingorani who has wideexperience of the financial markets will benefit your Company.

Mr. Keki M. Elavia and Dr. Archana Niranjan Hingorani have submitted declarations thateach of them meet the criteria of independence as provided in Section 149 (6) of the Actand Regulation 16(1) of the Listing Regulations. There has been no change in circumstancesaffecting their status as an Independent Non-Executive Director of the Company during theyear.

The disclosures required pursuant to Regulation 36 of the Listing Regulations clause1.2.5 of the Secretarial Standard on General Meetings are given in the Notice of AGMforming part of the Annual Report and Schedule V of the Listing Regulations are given inthe Corporate Governance Report forming part of the Annual Report. Attention of theMembers is also invited to the relevant Items in the Notice of the AGM.

The approval of the Members for their appointment/re-appointment as Directors has beensought in the Notice convening the AGM of your Company.

Cessation

Mr. Pradip Shah (Director Identification No. 00066242) who had completed nearly 13years on the Board of your Company relinquished the position of Independent Director witheffect from April 1 2019 due to other professional commitments. There were no othermaterial reasons for relinquishing the position of Independent Director. The Directorsplace on record their deep appreciation for the enormous contributions made by Mr. PradipShah as an Independent Director from 2006 to 2012 and thereafter as Independent Chairmanof the Company. The Company and the Board benefitted immensely from Mr. Pradip Shah's vastexperience knowledge and insights.

Mr. Shivanand Salgaocar (Director Identification No. 00001402) had been appointed as anIndependent Director at the AGM held on July 23 2014 for a term of five consecutive yearscommencing from July 23 2014 till July 22 2019. Mr. Salgaocar who has completed nearly13 years of service on the Board of your Company does not wish to seek re-appointment onthe expiry of his term on July 22 2019 due to other professional commitments. There areno other material reasons for non-seeking of re-appointment for a second term. TheDirectors place on record their deep appreciation for the significant contributions madeby Mr. Shivanand Salgaocar as an Independent Director from 2006 to 2019. The Company andthe Board benefitted immensely from Mr. Salgaocar's vast experience knowledge andinsights.

Mr. Guillaume Texier (Director Identification No. 05103331) was appointed as anAdditional Director of the Company with effect from July 27 2018. Following arestructuring within the Saint-Gobain Group and his transfer to a new position Mr.Guillaume Texier relinquished the position of Non-Executive Director with effect fromFebruary 4 2019. The Directors place on record their appreciation for the valuablecontribution made by Mr. Guillaume Texier during his tenure as an Additional Director.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Act the Key Managerial Personnel of the Company are:Mr. Anand Mahajan Managing Director Mr. Krishna Prasad Executive Alternate Director toMs. Marie-Armelle Chupin Mr. Deepak Chindarkar Chief Financial Officer and Mr. K.Visweswaran Company Secretary. During the year there has been no change in the KeyManagerial Personnel.

None of the Directors or Key Managerial Personnel has any pecuniary relationships ortransactions with the Company other than salaries commission sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.

DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149 (6) of theCompanies Act 2013 and Regulation 16 (1) (b) and 25(8) of the Listing Regulations.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The purpose of the programme is aimed to familiarise the Independent Directors with theCompany the nature of the industry in which the Company operates and the business modelof the Company. The details of the familiarisation programme imparted to the IndependentDirectors are available on the Company's website atwww.grindwellnorton.co.in/investor-informaton. The Independent Directors are regularlybriefed with respect to the developments that are taking place in the Company and itsoperations.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to review the Company's businesses and to discussstrategy and plans. A tentative annual calendar of meetings is circulated to the Directorsin advance to enable them to plan their schedule and to ensure effective participation.

During the year five board meetings were held and one meeting of Independent Directorswas also held. The maximum interval between the board meetings did not exceed the periodprescribed under the Act and the Listing Regulations.

COMMITTEES OF THE BOARD

During the year in accordance with the Act and Regulation 18 to 21 of the ListingRegulations the Board has constituted or reconstituted its Committees. Currently theBoard has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Share Transfer Committee

Details of the Committees their constitution meetings and other details are providedin the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained your Directors make the following statements in terms of Section134 of the Act:

i. that in the preparation of the annual financial statements for the year ended onMarch 31 2019 the applicable accounting standards have been followed along with properexplanations relating to material departures if any;

ii. that such accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearon March 312019 and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 213 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. that the annual financial statements have been prepared on a ‘going concern'basis;

v. that proper internal financial controls are in place and that such internalfinancial controls are adequate and are operating effectively;

vi. that proper systems to ensure compliance with the provisions of all applicable lawsare in place and that such systems are adequate and are operating effectively.

With reference to the point number (v) the Board believes that the Company has soundInternal Financial Controls ("IFC") commensurate with the nature and size of itsbusiness. However business is dynamic and the IFC are not static and evolve over time asthe business technology and fraud environment changes in response to competitionindustry practices legislation regulation and current economic conditions. There willtherefore be gaps in the IFC as business evolves. The Company has a process in place tocontinuously identify such gaps and implement newer and/or improved controls wherever theeffect of such gaps would have a material effect on the Company's operations.

DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee has laid down the criteria for Directors'appointment and remuneration. These are set out in the Nomination and Remuneration Policywhich is annexed as Annexure 3 to this Report and is also available on the Company'swebsite at www.grindwellnorton.co.in.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee has adopted a framework for performance evaluation of the Board itscommittees individual directors and the chairperson through a survey questionnaire. Thesurvey questionnaire broadly covers various aspects of board functioning composition ofBoard and its committees culture execution and performance of specific dutiesobligation and governance. The evaluation parameters are based on the execution ofspecific duties quality deliberation at the meeting independence of judgement decisionmaking contribution of Directors at the meetings and functioning of the Committees.

The performance of the Board its committees individual directors and chairperson werereviewed by the Nomination and Remuneration Committee and the Board. The IndependentDirectors evaluated the performance of Non-Independent Directors Chairperson and the theBoard as a whole. The Board of Directors evaluated the performance of the IndependentDirectors their fulfillment of independence criteria in terms of the Act and ListingRegulations and independence from the management. The Director being evaluated did notparticipated in the evaluation process.

RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year were in the ordinarycourse of business and on an arm's length basis. During the year no material relatedparty transactions were entered by your Company.

Prior approval of the Audit Committee is obtained for all related party transactions.The Audit Committee monitors on a quarterly basis the related party transactions enteredvis-a-vis the related party transactions approved by the Audit Committee.

The policy on related party transactions as approved by the Board is available on thewebsite of the Company www.grindwellnorton.co.in. There are no transactions that arerequired to be reported in Form AOC-2.

The details of the transactions with related parties pursuant to Ind AS -24 areprovided in the accompanying financial statements.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

It is your Company's belief that its primary goal is to serve the needs of itscustomers and in the process of doing so to generate employment livelihood and incomefor all its stakeholders (suppliers vendors service providers employees lendersshareholders etc.) and at the same time to contribute to the revenues of the Government.Further it is your Company's belief that by pursuing its primary goal and by ensuringthat its business practices meet the highest standards of corporate governance and ethicsit

best fulfills its obligations and responsibility to the society. Against the backdropof this belief your Company is committed to implement the agenda set out in its CSRpolicy. The CSR policy and initiatives taken during the year in the format prescribedunder the Companies (Corporate Social Responsibility Policy) Rules 2014 are set out inAnnexure 4 to this Report. In accordance with Section 135 of the Act a Corporate SocialResponsibility Committee of the Board having an Independent Chair has been constitutedto monitor the CSR policy and programs. The amount spent on eligible CSR activity for thefinancial year 2018-19 was around 0.63% of the profit of the Company during the threeimmediately preceding financial years.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROLS

Your Company recognises that managing risk is an integral part of the good managementpractice and an essential element of good corporate governance. It aims to have a commonformalized and systematic approach for managing risk and implementing a risk managementprocess across the Company. The intent of the policy is to ensure the effectivecommunication and management of risk across all risk categories. The Company hasidentified elements of risk which may threaten the existence and financial position ofthe Company which are set out in the Management Discussion and Analysis Report.

The Company's Internal Financial Control systems are commensurate with the nature ofits business financial statements and the size and complexity of its operations. Theseare routinely tested and certified by the Statutory as well as Internal Auditors.Significant audit observations and follow up actions thereon are reported to the AuditCommittee.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company has adopted and disseminated its Whistle Blower Policy to provide a secureenvironment and encourage employees and others to report unethical unlawful or improperpractices acts or activities including leak or suspected leak of Unpublished PriceSensitive Information and to prohibit any adverse personnel action against those whoreport such practices acts or activities in good faith.

The Whistle Blower Policy is available on the website of the Companywww.grindwellnorton.co.in.

AUDITORS

a. Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016)were appointed as Statutory Auditors of your Company at the 67th AGM of theCompany held on July 26 2017 till the conclusion of the 72nd AGM of theCompany to be held in the year 2022. As per provisions of the Section 139 of the Act theappointment of Auditors is required to be ratified by the Members at every AGM.

In accordance with the Companies Amendment Act 2017 enforced on May 7 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every AGM. Accordingly no resolution is being proposed for ratification ofappointment of Statutory Auditors at the ensuing AGM and a note in respect of same hasbeen included in the Notice for this AGM.

b. Cost Auditor

In accordance with Section 148 of the Act and Rules framed thereunder the cost auditrecords are maintained by the Company in respect of the products which are required to beaudited. Your Directors on recommendation of the Audit Committee appointed M/s. RaoMurthy & Associates Cost Accountants (Firm Registration No. 000065) to conduct theaudit of the cost records maintained by the Company for the financial year ending March31 2020. M/s. Rao Murthy & Associates Cost Accountants have under Section 139(1)of the Act and the Rules framed thereunder furnished a certificate of their eligibilityand consent for appointment.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of theCompanies (Audit and Auditors) Rules 2014 the remuneration payable to the Cost Auditoras recommended by the Audit Committee and approved by the Board has to be ratified by theMembers of the Company. Accordingly an appropriate resolution forms part of the Noticeconvening the AGM. The Board seeks your support in approving the proposed remuneration of'200000/- (Rupees two lakhs only) plus taxes and out of pocket expenses at actualspayable to the Cost Auditor for the financial year ending March 312020.

M/s. Rao Murthy & Associates Cost Accountants have vast experience in the fieldof cost audit and have conducted the audit of the cost records of the Company for the pastseveral years.

c. Secretarial Auditor

In accordance with Section 204 of the Act and Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 the Company has appointed M/s. Parikh &Associates Company Secretaries to undertake the Secretarial Audit of the Company for thefinancial year ended March 31 2019. The Secretarial Audit Report for the financial yearended March 312019 in Form No. MR-3 is set out in Annexure 6 of this Report.

The Board has also appointed M/s. Parikh & Associates Company Secretaries asSecretarial Auditor to conduct Secretarial Audit of the Company for the financial year2019-20.

Comments on Auditors' Report

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Price Waterhouse Chartered Accountants LLP Statutory Auditors in their Auditors'Report and by M/s. Parikh & Associates Secretarial Auditor in their SecretarialAudit Report.

The Auditors have not reported any incident of fraud to the Audit Committee of theCompany in the year under review.

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form No. MGT-9 is attached as Annexure 7 to thisReport. The extract of annual return is also available on the Company's websitewww.grindwellnorton.co.in.

DISCLOSURE REQUIREMENTS

As per Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and the Management Discussion and Analysis Report are attached whichforms part of this Report.

As per Regulation 34 of the Listing Regulations a Business Responsibility Report isattached and is a part of this Annual Report.

The Dividend Distribution Policy of the Company as required under the ListingRegulations was adopted to set out the parameters and the circumstances that will be takeninto account by the Board in determining the distribution of dividend to its shareholders.The policy is annexed as Annexure 5 of this Report and is also available on the Company'swebsite www.grindwellnorton.co.in.

Your Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by The Institute of Company Secretaries of Indiaand that such systems are adequate and operative effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status of the Company's operations in the future.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to acknowledge with sincere gratitude thesupport of its esteemed customers the strength it derives from its association withCompagnie de Saint-Gobain and its subsidiaries the continued support and co-operationfrom its employees Bankers and the loyalty of the large family of the Company's DealersSuppliers and valued Shareholders.

For and on behalf of the Board of Directors
KEKI M. ELAVIA ANAND MAHAJAN
Mumbai May 29 2019 Chairman Managing Director


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