Dear Members,
Your Directors are pleased to present the 75th Annual Report
of the Company along with the audited financial statements for the year ended March 31,
2025.
FINANCIAL HIGHLIGHTS
(Rs crores)
|
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Sale of Products |
2,510.35 |
2,403.80 |
2,584.70 |
2,438.45 |
| Service & Other Operating Income |
227.01 |
247.88 |
226.89 |
248.31 |
| Revenue from Operations |
2,737.36 |
2,651.68 |
2,811.59 |
2,686.77 |
| Operating Profit |
487.29 |
514.95 |
500.37 |
516.86 |
| Finance Cost |
(8.65) |
(6.92) |
(9.35) |
(7.76) |
| Profit before share of profit/(loss) from Joint Venture |
478.64 |
508.03 |
491.02 |
509.11 |
| Share of profit/(loss) in Joint Venture |
- |
- |
0.94 |
(0.42) |
| Exceptional loss |
- |
(3.20) |
- |
(0.35) |
| Provision for Tax |
117.81 |
124.11 |
(120.70) |
(124.38) |
| Profit for the year |
360.83 |
380.72 |
371.27 |
383.96 |
| Other Comprehensive Income (Net) |
17.62 |
24.88 |
17.65 |
24.84 |
| Total Comprehensive Income for the year |
378.45 |
405.60 |
388.91 |
408.80 |
| Share of Non-controlling Interest |
- |
- |
(2.55) |
(0.32) |
| Total Comprehensive Income attributable to owners |
378.45 |
405.60 |
386.37 |
408.48 |
DIVIDEND
Your Directors are pleased to recommend for approval of the Members a
dividend of Rs17/- per equity share of the face value of Rs5/- each for the financial year
ended March 31, 2025. The dividend on equity shares, if approved by the Members, would
involve a cash outflow of Rs188.22 crores (previous year Rs188.22 crores).
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the reserves.
OPERATIONS
The Indian economy continued to perform well with an estimated growth
of 6.5% during the financial year 2024-25. Despite the geo-political stress, tariff and
trade related uncertainties, India's strong domestic demand, infrastructure push and
strong service exports ensured economic stability and growth. Overall, the industrial
sector, which includes manufacturing, is estimated to grow by 4.2% in the financial year
2024-25, driven by robust growth in electricity and construction. Reflecting this, your
Company's consolidated revenue from operations increased by 4.65% and operating profit
declined by 3.2% due to increase in input costs.
ABRASIVES
The demand from the core industries as well as Retail market was lower
during the financial year 2024-25 due to lower demand and global market conditions. The
business continued to witness competitive pressure from the low cost imports from China.
New Products helped the business grow sales by 3%, however the operating profit was lower
by 5% due to an increase in the input & other costs that couldn't be fully neutralized
by price increases.
The business continues to build deeper engagement with customers across
channels to identify growth opportunities within the core as well as in the emerging
segments. The business will offer innovative solutions and new products to the customers
and focus on reducing the manufacturing cost. Abrasives business will also focus on
simplification, digitalization, delayering & value stream mapping.
CERAMICS & PLASTICS
The Performance Ceramics and Refractories ("PCR") had good
domestics sales mainly due to increased offtake from segments like Iron & Steel &
Carbon black, however exports declined mainly due to uncertain geopolitical situation. The
growth in Performance Polymer Solutions business was mainly due to improved demand in
automotive sector. While there has been an increase in the input cost, a better product
mix helped to maintain the margins. For the Silicon Carbide business, while the volume had
grown, the profit declined due to an increase in input cost. Overall, the consolidated
sales of Ceramics and Plastics increased by 8%, the operating profit declined by 4% due to
higher costs.
DIGITAL SERVICES & OTHERS
The Captive IT Development Centre (INDEC) had a relatively flat year
with revenues declining by 3% while Margins were impacted by unfavourable exchange rate
and costs.
SUBSIDIARY COMPANY/JOINT VENTURE/ASSOCIATE/OTHER INVESTMENTS SUBSIDIARY
The Company has a subsidiary in Bhutan, Saint-Gobain Ceramic Materials
Bhutan Private Limited ("SGCMBPL"). During the year the Company had a stable
production environment and witnessed significant increase in its sales and profits
compared to previous years. In terms of sub-regulation (1) (c) of Regulation 16 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") SGCMBPL is not a material subsidiary.
JOINT VENTURE
The Joint Venture Company in Gujarat, Advanced Synthetic Minerals
Private Limited ('ASMPL') had stable business operations during the financial year
2024-25.
ASSOCIATE COMPANY
The Company's strategic investment in Cleanwin Energy Three LLP to
procure wind-generated green energy for its Mora Plant enhanced cost efficiency and
reinforced its commitment towards sustainability.
In accordance with Section 129(3) of the Companies Act, 2013
("Act"), Rule 5 of the Companies (Accounts) Rules, 2014 and relevant Accounting
Standards ("AS"), the Company has prepared consolidated financial statements
(incorporating the financial results of the subsidiary companies and Joint Venture), which
forms part of the Annual Report. A statement in Form AOC-1 containing salient features of
the financial statements of the subsidiary companies and Joint Venture are also included
in the Annual Report. In accordance with the provisions of Section 136(1) of the Act, the
Annual Report of the Company, containing therein the standalone and consolidated financial
statements and audited financial statements of the subsidiary have been placed on the
website of the Company, https://www.grindwellnorton.co.in/investors/reports#ReportsTabs2.
OTHER INVESTMENTS
The Company signed an agreement with Radiance MH Sunrise Thirteen
Private Limited during the financial year to procure 2.32 MW Solar Power for sourcing of
green energy through group captive consumption, which will result in enhanced cost
efficiency and promotion of sustainability.
FUTURE PROSPECTS
Grindwell Norton Limited is managed by a highly experienced and
exceptionally committed team that receives strong and continuous support from the parent
company. The company has a strong R&D and works closely with customers to offer
solutions to the various needs.
Looking ahead, India's economic prospects for FY26 appear somewhat
mixed. On the one hand, there are headwinds due to increased geopolitical and trade
uncertainties while on the other, this could also open up more opportunities for India.
Domestically, inflation is low, the Reserve Bank is expected to ease monetary policy to
stimulate growth and one expects investments in new capacities by Private sector, all
leading to growth. Rural demand backed by a rebound in agricultural production, an
anticipated easing of food inflation and a stable macro-economic environment provides an
upside to near-term growth.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the date of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
HUMAN RESOURCES
Grindwell Norton has always focused on developing and nurturing its
human resources by fostering well-being, diversity, inclusion, and equal opportunities.
Your Company emphasizes meritocracy and active skill development while encouraging
societal contributions, creating an environment that balances innovation and consistency.
Striving to lead its industry, your Company prioritizes employee
capability enhancement through robust training programs, transparent performance
evaluations, and best-in-class hiring practices. With harmonious employee relations across
all work sites, the Company had 2,429 permanent employees as of the financial year's end,
with no complaints regarding violations of the Company's code of conduct reported during
this period.
The Company is committed to providing a fair and inclusive workplace
that inspires innovation, high performance, and employee growth. It invests in career
development through diverse opportunities, benchmarking, and best practices. Continuous
focus is placed on training in areas such as Environment, Health and Safety, and World
Class Manufacturing to help employees realize their full potential.
The Company is in compliance with all employee benefit legislations.
The relevant details are given in the Business Responsibility and Sustainability Reporting
forming part of the Annual Report.
Promoting a culture of innovation, quality, efficiency, and
sustainability, Grindwell Norton remains steadfast in delivering value to customers and
end-users, while nurturing personal and professional development across its workforce.
This approach solidifies its position as a market leader contributing meaningfully to its
industry.
PREVENTION OF SEXUAL HARASSMENT
The Company is committed to fostering and upholding a positive work
environment free from any kind of discrimination and harassment. The Company firmly
believes that all employees have the right to be treated with dignity and respect, and it
maintains a zero-tolerance policy towards any violations of its Code of Conduct and any
form of harassment. To effectively address and resolve sexual harassment concerns or
issues, the Company has an Internal Complaints Committee ("ICC") in place in
accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013. During the year, one complaint was received on sexual harassment,
which was investigated, addressed and disposed of in accordance with the established
grievance redressal process of the Company. No Sexual Harassment complaint was pending as
at the close of the Financial Year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO AND ENVIRONMENT
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act and read
with Rule 8 of the 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 as well as a safe and healthy workplace at all plant locations and work sites.
The Company adheres strictly to the Environment, Health, and Safety Charter, policies, and
procedures established under the Saint-Gobain Group.
The Company's plants have been certified under ISO 9001, ISO 14001, and
ISO 45001. These certifications and various awards acknowledge the efforts put in and
outcome achieved in enhancing the Environment, Health and Safety ("EHS") across
all its work sites.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197 of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is annexed as Annexure
2(A) to this Report. The Statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) of the above Rules, is provided in Annexure 2(B) forming
part of this Report.
PUBLIC DEPOSITS
The Company has not accepted any public deposits, and thus, there were
no outstanding amounts due on account of principal or interest on public deposits as on
the date of the balance sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Cessation/Retirement
Mr. B. Santhanam, Managing Director of the Company retired with effect
from March 31, 2025. The Board of Directors place on record their appreciation for the
outstanding contribution made by Mr. B. Santhanam as Managing Director of the Company and
during his long association with the Saint-Gobain group. Under his dynamic leadership,
your Company has witnessed significant growth in its operations that will help drive the
next phase of growth and innovation.
Mr. Jean-Claude Lasserre (Director Identification No. 10082026),
Non-Executive Director of the Company relinquished his position effective May 9, 2025,
owing to his other professional commitments. The Board of Directors placed on record their
appreciation for the valuable contribution made by Mr. Jean-Claude Lasserre, during his
tenure as a Director.
Appointment/Re-appointment
As per the Companies Act, 2013 ("Act") and the Articles of
Association of the Company, Mr. Aakil Mahajan (Director Identification No. 09682529),
Non-Executive Director will retire by rotation, and being eligible, he has offered himself
for re-appointment. The Board of Directors recommends his re-appointment and a resolution
seeking members approval, along with other essential details, is included in the Notice.
Consequent to the retirement of Mr. B. Santhanam as Managing Director
effective March 31, 2025, the Board of Directors in their meeting held on February 20,
2025 appointed Mr. Venugopal Shanbhag (Director Identification No. 08888359), Executive
Director, as the Managing Director of the Company for a period of five (5) years with
effect from April 1, 2025 up to March 31, 2030. His appointment was approved by the
Members by way of Postal Ballot on March 27, 2025.
The Board of Directors, in their meeting held on February 20, 2025
appointed Mr. Hari Singudasu (Director Identification No. 10455516), Chief Financial
Officer, as an Additional Director with effect from April 1, 2025. At the same meeting,
the Board also appointed him as a 'Whole-Time Director designated as Executive Director'
of the Company for a period of five (5) years with effect from April 1,2025 up to March
31,2030. His appointment was approved by the Members by way of Postal Ballot on March 27,
2025.
The Board of Directors, in their meeting held on May 9, 2025, has
appointed Ms. Stephanie Billet (Director Identification No. 11082284), as an Additional,
Non-Executive Director with effect from May 10, 2025, liable to retire by rotation. The
Board recommends her appointment and a resolution seeking members' approval, along with
other essential details, is included in the Notice.
Pursuant to Section 203 of the Act, the Key Managerial Personnel of the
Company as on March 31, 2025 and as on May 9, 2025 are:
| Name |
Designation |
| Mr. B. Santhanam |
Managing Director (retired effective 31 March, 2025) |
| Mr. Venugopal Shanbhag |
Managing Director (appointed effective 1 April, 2025) |
| Mr. Hari Singudasu |
Executive Director (appointed effective 1 April, 2025) |
| Mr. K. Visweswaran |
Company Secretary |
Consequent to Mr. Hari Singudasu stepping down as Chief Financial
Officer of the Company with effect from May 9, 2025, the Board of Directors at its meeting
held on May 9, 2025, appointed Mr. Prakash Sabarad as Chief Financial Officer of the
Company with effect from May 10, 2025.
None of the Directors or Key Managerial Personnel has any pecuniary
relationships or transactions with the Company, other than salaries, commission, sitting
fees and reimbursement of expenses incurred by them for the purpose of attending meetings
of the Company.
All the independent Directors have given the requisite declaration that
they meet the criteria of independence as laid down under sub-section (6) of section 149
of the Companies Act, 2013.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The purpose of the familiarisation programme is to acquaint the
Independent Directors with the Company's business model and the industry in which it
operates. Details of the familiarisation programme are accessible on the Company's
website,
https://www.grindwellnorton.co.in/investors/corporate-governance#FamiliarisationTabs3.
Furthermore, the Independent Directors are periodically briefed on the latest developments
in the Company and its operations.
NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular intervals to review the Company's businesses
and to discuss strategy and plans. A tentative annual calendar of meetings is circulated
to the Directors in advance to enable them to plan their schedule and to ensure effective
participation. During the year, six board meetings and one meeting of Independent
Directors were held. The maximum interval between the board meetings did not exceed the
period stipulated under the Act and the Listing Regulations.
COMMITTEES OF THE BOARD
The Board has constituted or reconstituted its committees in compliance
with the Act and Regulation 18 to 21 of the Listing Regulations during the year. The
Committees currently in place are the Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee
and Risk Management Committee. The Corporate Governance Report provides information about
the Committees, their composition, meetings and other relevant details.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained, your Directors make the following statements in
terms of Section 134 of the Act:
i. that in the preparation of the annual financial statements for the
financial year ended on March 31, 2025, the applicable accounting standards have been
followed along with proper explanations relating to material departures, if any;
ii. that such accounting policies have been selected and applied
consistently and judgments and estimates have been made, that are reasonable and prudent,
so as to give a true and fair view of the state of affairs of the Company at the end of
the financial year on March 31, 2025, 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 adequate accounting records in accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
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
internal financial controls are adequate and are operating effectively;
vi. that systems to ensure compliance with the provisions of all
applicable laws are 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 sound Internal Financial Controls ("IFC") commensurate with the nature and
size of its business. However, business is dynamic and the IFCs are not static, and evolve
over time as the business, technology and fraud environment changes in response to
competition, industry practices, legislation, regulation and current economic conditions.
There will, therefore, be gaps in the IFC as the business evolves. The Company has
established a mechanism to consistently detect such deficiencies and implement updated or
enhanced controls wherever the potential impact of such gaps on the Company's operations
is significant.
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 Policy for
Appointment of Director, Key Managerial Personnel ("KMP") and Senior Management
Appointment Criteria, Performance Evaluation and Removal which is annexed as Annexure 3 to
this Report and is also accessible on the Company's website at
https://www.grindwellnorton.co.in/investors/corporate-governance#PoliciesTabs7.
ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD
The Board of Directors, on the recommendation of the Nomination and
Remuneration Committee has adopted a framework for performance evaluation of the Board,
its committees, individual directors, and the chairperson through a survey questionnaire.
The survey questionnaire broadly covers various aspects of Board functioning, the
composition of Board and its committees, culture, execution and performance of specific
duties, obligations and governance. The evaluation parameters are based on the execution
of specific duties, quality, deliberation at the meeting, independence of judgement,
decision making, the contribution of Directors at the meetings and functioning of the
Committees. The performance of the Board, its committees, individual directors, and
chairperson was assessed by the Nomination and Remuneration Committee and the Board. In
addition, the Independent Directors conducted an evaluation of the performance of
Non-Independent Directors, Chairperson, and the Board as a whole. The Board of Directors
also appraised the performance of the Independent Directors, their fulfillment of
independence criteria specified by the Act and Listing Regulations, and well as their
independence from management. The Director being evaluated did not participate in the
evaluation process.
RELATED PARTY TRANSACTIONS
All related party transactions entered during the financial year were
in the ordinary course of business and on an arm's length basis. During the year, no
material related party 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 entered vis-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 the website of the Company,
https://www.grindwellnorton.co.in/investors/corporate- governance#PoliciesTabs7.
There are no transactions that are required to be reported in Form
AOC-2. The details of the transactions with related parties pursuant to Ind AS-24 are
provided in the accompanying financial statements.
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The objective of your Company's Corporate Social Responsibility ('CSR')
initiatives is to improve the quality of life of communities through long-term value
creation for all stakeholders. The Company's CSR policy provides guidelines to conduct CSR
activities of the Company. The salient features of the Policy forms part of the Annual
Report on CSR activities annexed to the Board's Report. The CSR policy is available on the
website of the Company at https://www.grindwellnorton.co.in/investors/corporate-
governance#PoliciesTabs7. For decades, the Company has pioneered various CSR initiatives.
The Company continues to address societal challenges through societal development programs
and remains focused on improving the quality of life. The Annual Report on CSR activities,
in terms of Section 135 of the Companies Act, 2013 and the Rules framed thereunder, is
annexed to this Report (Annexure 4).
RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROLS
The Board of the Company has been entrusted with the responsibility in:
(a) overseeing and approving the Company's enterprise wide risk
management framework; and
(b) ensuring that all material Strategic and Commercial Risks, Safety
and Operational Risk, Compliance and Control Risks and Financial risks have been
identified, assessed and that adequate risk mitigation measures are in place, to address
these risks.
The Company's management systems, organizational structure, processes,
standards, code of conduct and behaviors together form the Group's Risk Management System
that governs how the Company conducts the business and manages associated risks. The Risk
Management Framework is founded on sound organization principles.
The Company has identified elements of risk across all risk categories,
which may threaten the existence and financial position of the Company, which are set out
in the Management Discussion and Analysis Report.
The Company's Internal Financial Control systems are commensurate with
the nature of its business, financial statements, and the size and complexity of its
operations. These are routinely tested and certified by the Statutory as well as Internal
Auditors. Significant audit observations and follow-up actions thereon are reported to the
Audit Committee.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
Your Company believes in conducting its business in a fair and
transparent manner by adopting highest standards of professionalism, honesty, integrity
and ethical behavior. The Company has framed and adopted Principles of Conduct and Action
which governs the conduct of employees of the Company. Any actual or potential violation
of the Company's rules, regulations and policy governing the conduct of business is a
matter of serious concern for the Company. The Company is therefore committed to
developing a culture where it is safe for employees to raise concerns about instances if
any, where such rules, regulations and policy are not being followed or any fraud has been
committed or business has been conducted in an unethical manner. Your Company has adopted
and disseminated its Whistle Blower Policy to provide a secure environment and to
encourage employees and others to report unethical, unlawful or improper practices, acts
or activities including a leak or suspected the leak of Unpublished Price Sensitive
Information and to prohibit any adverse personnel action against those who report such
practices, acts or activities, in good faith. The Whistle Blower Policy is accessible on
the website of the Company, https://www.grindwellnorton.co.in/investors/
corporate-governance#PoliciesTabs7.
AUDITORS Statutory Auditors
M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm
Registration No. 104607W / W100166) were appointed as Statutory Auditors of your Company
at the 72nd AGM of the Company held on July 29, 2022, till the conclusion of
the 77th AGM of the Company. The Statutory Auditors have confirmed they are not
disqualified from continuing as Auditors of the Company.
Cost Auditors
In accordance with Section 148 of the Act and Rules framed thereunder,
the cost audit records are maintained by the Company in respect of the products which are
required to be audited. Your Directors, on the recommendation of the Audit Committee,
appointed M/s. Rao, Murthy & Associates, Cost Accountants (Firm Registration No.
000065), to conduct the audit of the cost records maintained by the Company for the
financial year ending March 31, 2025. 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 eligibility and consent for the appointment. In accordance with the
provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and
Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the
Audit Committee and approved by the Board of Directors has to be ratified by the Members
of the Company. Accordingly, an appropriate resolution forms part of the Notice convening
the AGM. The Board of Directors seeks your support in approving the proposed remuneration
of Rs3,25,000/- (Rupees three lakhs twenty five thousand only) plus taxes and out of
pocket expenses at actuals payable to the Cost Auditor for the financial year ending March
31, 2026. M/s. Rao, Murthy & Associates, Cost Accountants, have vast experience in the
field of cost audit and have conducted the audit of the cost records of the Company for
the past several years.
Secretarial Auditor
As per Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), as amended, provisions
of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule
9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014
(including any statutory modification(s) or re-enactment(s) thereof, for the time being in
force) every listed entity is required to conduct a Secretarial Audit and annex the
Secretarial Audit Report to its annual report and must also appoint a Secretarial Auditor
for (5) five consecutive years with shareholders' approval, to be obtained at the Annual
General Meeting.
In accordance with Regulation 36(5) of Listing Regulations, and based
on the recommendation of the Audit Committee, the Board of Directors, in their meeting
held on May 9, 2025, has approved the appointment of M/s. Parikh & Associates, a Firm
of Company Secretaries in Practice (Firm registration number: P1988MH009800), as the
Secretarial Auditors to hold office for an audit period of five (5) consecutive years
commencing from the financial year 2025-26 till financial year 2029-30 at a remuneration
of '1,00,000/- (Rupees one lakh only) plus applicable taxes and other out-of-pocket costs
incurred in connection with the audit. The proposed fee is determined based on the scope
of work, team size, industry experience, and the time and expertise required by M/s.
Parikh & Associates to conduct the audit effectively. M/s. Parikh & Associates,
Company Secretaries, possesses comprehensive professional experience in the field of
Corporate Law, SEBI Regulations, FEMA Compliance and allied fields, delivering strategic
solutions to ensure regulatory adherence and operational efficiency. The firm has been
Peer Reviewed (Peer review certificate number 1129/2021) and Quality Reviewed by the
Institute of Company Secretaries of India (ICSI), ensuring the highest standards in
professional practices.
Comments on Auditors' Report
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. Kalyaniwalla & Mistry LLP, Statutory Auditors, in their
Auditors' Report and by M/s. Parikh & Associates, Secretarial Auditor, in their
Secretarial Audit Report The Auditors have not reported any incidence of fraud to the
Audit Committee of the Company in the year under review.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and
Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the
Annual Return as on March 31, 2025 is accessible on the Company's website
https://www.grindwellnorton.co.in/investors/reports#ReportsTabs2.
DISCLOSURE REQUIREMENTS
As per Listing Regulations, the Corporate Governance Report with the
Auditors' Certificate thereon, and the Management Discussion and Analysis Report are
attached, which forms part of this Report. As per Regulation 34 of the Listing
Regulations, a Business Responsibility and Sustainability Report is attached and is a part
of this Annual Report.
The Dividend Distribution Policy of the Company as required under the
Listing Regulations was adopted to set out the parameters and the circumstances that will
be taken into account by the Board of Directors in determining the distribution of
dividend to its shareholders. The policy is annexed as Annexure 5 of this Report
and is also accessible on the Company's website,
https://www.grindwellnorton.co.in/investors/corporate-governance#PoliciesTabs7.
SECRETARIAL STANDARDS AND COMPLIANCE
Your Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by The Institute of Company
Secretaries of India and that such systems are adequate and operating effectively. The
Company has complied with relevant compliances relating to Foreign Exchange Management
Act, 1999.
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 courts or 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, the support of its esteemed customers, the strength it derives from its
association with Compagnie de Saint-Gobain and its subsidiaries, the unwavering support
and collaboration of the employees and bankers, and the loyalty of the large family of the
Company's dealers, suppliers and esteemed shareholders.
|
SUBODH NADKARNI |
VENUGOPAL SHANBHAG |
|
Chairman |
Managing Director |
|
DIN: 00145999 |
DIN:08888359 |
| Mumbai, May 9, 2025 |
|
|
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