GMM Pfaudler Ltd Directors Report.

To the Members:

The Directors have pleasure in presenting the Fifty

Seventh Annual Report along with the Audited Statement of Accounts of the Company for the year ended March 31,

2020.

1. SUMMARY OF THE FINANCIAL RESULTS:

(Rs in Million)
STANDALONE
Particulars 31.03.2020 31.03.2019
Revenue from operations 5,163.55 4,187.02
Profit before tax 820.36 612.73
Profit after 621.23 406.35

During the financial year 2019-20, on standalone basis revenue was up by 23%, Profit before tax was up by 34% and Profit after tax was up by 53% as compared to previous financial year.

(Rs in Million)

CONSOLIDATED
Particulars 31.03.2020 31.03.2019
Revenue from operations 5,910.72 5,026.43
Profit before tax 922.70 732.70
Profit after 711.33 505.81

During the financial year 2019-20, on consolidated basis revenue was up by 18%, Profit before tax was up by 26% and Profit after tax was up by 41% as compared to previous financial year.

During the financial year 2019-20, there was no change in the business activities of the Company. Detailed information on Overview of the industry and important changes in the industry during the last year, External environment and economic outlook and growth of the Company and other related disclosures are made in the Management Discussion & Analysis

Report attached and forms part of this Report.

2. DIVIDEND:

During the year under review, the Board of Directors declared and paid three interim dividends of Rs 1.00 per share each aggregating to Rs 3.00 per share. The total amount distributed as interim dividends on the paid-up share capital for the year amounted to Rs 43.85 million (excluding dividend tax of Rs 9.01 million). Based on the performance of the Company for the year, the Board of Directors is pleased to recommend a final Rs 2.00 per equity share subject todividendof approval of the Shareholders at the Annual General Meeting, which if approved will absorb Rs 29.23 million towards dividend. The aggregate amount of interim dividends paid during the year and the final dividend for the financial year ended March 31, 2020 amounts to Rs 5.00 per share i.e. Rs 73.09 million.

The dividend declared and/or paid by the Company for the financial year 2019-20, is in compliance with the Dividend Distribution Policy. The Dividend Distribution Policy of the Company is set out as ‘Annexure A forming a part of this Report and is also available on Companys website at http://www. gmmpfaudler.com/content/DividendDistibutionPolicy. pdf

3. TRANSFER TO RESERVES:

No amount is proposed to be transferred to General Reserve out of the net profits of the Company for the financial year 2019-20. Hence, the entire amount of profit has been carried forward to the Profit & Loss Reserve Account.

4. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has four subsidiaries, namely,

Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag AG. During the year under review, Karamsad Holdings Limited and Karamsad Investments Limited had applied for Voluntary liquidation, pursuant to the provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016 to National Company Law Tribunal (NCLT). The winding up order for both these subsidiaries have been received from NCLT and Karamsad Holdings Limited stands dissolved w.e.f. December 18, 2019 and Karamsad Investments Limited stands dissolved w.e.f. December 31, 2019. Except as stated above, there are no companies which have become or ceased to be subsidiaries, associates, joint venture companies.

The performance and financial position of GMM Mavag AG and Mavag AG, the wholly owned subsidiaries of the Company for the year ended March 31, 2020 are set out as ‘Annexure B forming a part of this Report.

5. SHARE CAPITAL:

There was no change in Authorised and Paid up Share Capital of the Company and neither there was any reclassification nor sub-division of equity shares during the year under review.

6. REVISION OF FINANCIAL STATEMENTS:

None of Financial Statements of the Company, pertaining to previous financial years were revised review duringthefinancial year under

7. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious lapses have been observed by the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

8. INTERNAL CONTROL SYSTEMS:

The Companys internal control procedure, which includes internal financial controls, ensures compliance with various policies, practices and statutes keeping in view the organizations pace of growth and increasing complexity of operations. The Internal Auditors carry out extensive audits throughout the year across all functional areas and submitted its reports to the Audit Committee. The said Reports do not include any observation of any serious lapses in the system.

9. MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for the year under review, under Regulation 24 of the SEBI Listing Regulations, is presented in a separate section and forms a part of this Report.

10. BUSINESS RESPONSIBILITY REPORT:

Business Responsibility Report for the year under review, under Regulation 34 of the SEBI Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front, is presented in a separate section and forms a part of this Report.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Regulation 34 of the SEBI Listing Regulations, together Certificatefrom the Companys with

Auditors is presented in a separate section forms an integral part of this Report. from Deloitte Haskins & Sells Therequisitecertificate LLP, Chartered Accountants confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Schedule V is enclosed to the Report on Corporate Governance.

12. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Board has constituted a Corporate Social Responsibility ("CSR") Committee as per the provisions of Section 135 of the Companies Act, 2013. The Board has also framed a CSR Policy as per the recommendations of the CSR Committee. The CSR Policy is available on the Companys website at http://www.gmmpfaudler.com/content/ CorporateSocialResponsibilityPolicy.pdf The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended March 31, 2020 in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out as ‘Annexure C forming a part of this Report.

13. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into by the Company during the financial year were in ordinary course of business and at arms length basis. Also, there were no related party transactions which could be considered material in accordance with the Policy of the Company on materiality of related party transactions. All related party transactions are being reviewed and certified by an Independent Consultant and placed before the Audit Committee from time to time for their approval and also been taken on record by the Board. The Board of Directors has approved the criteria for granting omnibus approval by the Audit Committee within the overall framework of the Policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arms length. Policy on dealing with related party transactions, is available on the Companys website at http://www. gmmpfaudler.com/content/PolicyonRelatedParty Transactions.pdf

For details please refer to Note 38 to the Stand-alone Financial Statements which sets out related party disclosures pursuant to Ind AS.

14. RISK MANAGEMENT POLICY:

The Company has formulated and adopted a Risk

Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company. The said policy is available under the Investors Section on the Companys website at http:// www.gmmpfaudler.com/content/Risk_Management_

Policy_&_Strategy.pdf

15. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP): A. DIRECTORS:

The present composition of the Board is in compliance with the provisions of Section 149 of the Companies Act, 2013. During the year under review, Dr. Amrita Patel, Independent Director and Mr. Khurshed Thanawalla, Non-Executive Director (Pfaudler Representative) retired as Directors of the Company w.e.f. March 31, 2020. Mr. Vivek Bhatia and Ms. Bhawana Mishra were appointed as Independent Directors of the Company w.e.f. April 1, 2020. Mr. Harsh Gupta was appointed as Non-Executive Director and Representative of Pfaudler w.e.f. April 1, 2020.

As on date, Mr. Nakul Toshniwal, Dr. S. Sivaram, Ms. Bhawana Mishra and Mr. Vivek Bhatia are the Independent Directors on the Board. All the Independent Directors have given a declaration to the Board that they meet the criteria of independence as provided under section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and amendments effective from April 1, 2019.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ashok Patel and Mr. Thomas Kehl, Directors being longest in the office, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment. The Board recommends their re-appointment. In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

All Directors have certificateto thegiven Compliance Officer confirming the adherence to the Code of Conduct & Ethics Policy of the Company for the financial year 2019-20.

B. KEY MANAGERIAL PERSONNEL:

Mr. Tarak Patel, Managing Director, Mr. Ashok Pillai, Chief Operating Officer, Mr. Jugal Sahu, Officer and Ms. Mittal Mehta, Company Secretary Compliance officer are the Key Managerial Personnel of the Company. There was no change in Key Managerial Personnel during the year under review.

C. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, and in relation to the audited financial statements of the Company for the year ended March 31, 2020, the Board of Directors hereby confirms that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit of the Company for that year; c. proper and maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts of the Company have been prepared on a going concern basis; e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

D. MEETINGS OF THE BOARD:

Six (6) Meetings of the Board of Directors were held during the financial year ended March 31, 2020. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

E. AUDIT COMMITTEE:

The Audit Committee as on date comprises of five Financial members viz. Dr. S. Sivaram, Mr. Nakul Toshniwal & Mr. Vivek Bhatia, Independent Directors and Dr. Dominic Deller and Mr. Harsh Gupta, Non-Executive Directors. The details of meetings of the Committee held during the financial year under review along with attendance of members thereof, changes in the composition of Audit Committee and Role of the Audit Committee is provided in the Corporate Governance Report annexed to this Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

F. ST AKEHOLDERS RELATIONSHIP

NOMINATIONANDREMUNERATIONCOMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee and Stakeholders Relationship Committee constituted by the Board of Directors to deal with the matters as specified in the reference given to the respective committees. The details of roles, powers and meetings of the

Committees held during the financial year under review along with attendance of members thereof and status of grievances received from various stakeholders during the financial year are furnished in the Corporate

Governance Report Section of the Board Report.

G. NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board of Directors has formulated a Policy which set standards for the nomination, remuneration and evaluation of the Directors and Key Managerial Personnel and aims to achieve a balance of merit, experience and skills amongst its Directors and Key Managerial Personnel.

Details of the Nomination, Remuneration and Evaluation Policy are set out at ‘Annexure D forming a part of this Report.

H. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, and the Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The Evaluation Criteria applied are:

(a) For Independent Directors:

Knowledge and Skills

• Professional conduct

• Duties, roles and functions

(b) For Executive Directors

Performance as Team Leader / Member;

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios;

Key set Goals / KRA and achievements;

• Professional Conduct, Integrity;

• Sharing of Information with the Board.

The Directors were satisfied with the evaluation process undertaken during the year.

I. & FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Directors informed of the activities of the Company its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The

Familiarization Programme for the Board and details of various familiarization programmes conducted during the year ended March 31, 2020 are available on the

Companys website at http://www.gmmpfaudler.com/ content/FamiliarizationProgramme2019_20.pdf

J. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

16. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern / grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. No instance under the Whistle Blower Policy was reported during the financial year 2019-20.

17. PUBLIC DEPOSITS:

The company has notacceptedorrenewedany amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

18. AUDITORS AND AUDITORS REPORT: A. STATUTORY AUDITORS:

Deloitte, Haskins & Sells LLP, Chartered Accountants

(FRN 117366W) were appointed as Statutory Auditors of the Company, for a term of consecutive five years, i.e. from the conclusion of 52nd Annual General Meeting till the conclusion of 57th Annual General Meeting by the shareholders of the Company.

Since, the term of the Statutory Auditors is coming to an end at the ensuing Annual General Meeting, approval of shareholders is sought as set out at Item No. 5 of the notice of this Annual General Meeting for reappointment of M/s. Deloitte, Haskins & Sells, Chartered Accountants, Ahmedabad as Statutory auditors of the Company for a period of five consecutive years i.e. from the conclusion of the 57th Annual General Meeting till the conclusion of the 62nd Annual General Meeting. They have confirmed that they are not disqualified from being re-appointed as Auditors of the Company.

The Auditors Report for the financial year ended March 31, 2020 report does not contain any reservation, qualification or adverse remark. The notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

B. SECRETARIAL AUDIT:

Secretarial Audit Report obtained pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, from M/s. Rathi and Associates, Practicing Company Secretaries for the financial year 2019-20 is set out at ‘Annexure E forming a part of this Report.

The Secretarial Auditors Report for the financial year ended March 31, 2020 does not contain any reservation, qualification or adverse remark.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Board of Directors has appointed M/s. Rathi and Associates, Practicing Company Secretaries for conducting Secretarial Audit Report of the Company for the financial year 2020-21.

C. COST AUDITORS:

M/s. Dalwadi & Associates, Cost Accountants,

Ahmedabad, Cost Auditors of the Company for the financial year 2019-20 have been reappointed as Cost Auditors for conducting audit of the cost accounting records maintained by the Company in respect of its manufacturing activities for the financial year 2020-21. Necessary resolution for ratification of payment of remuneration to the said Cost Auditors is included in the Notice of Annual General Meeting dated May 23, 2020.

D. INTERNAL AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accountants has been appointed as Internal Auditors of the Company for the financial year 2020-21.

19. CREDIT RATING:

"A1+" rating to the Companys CRISILhas re-affirmed short-term banking facilities which is considered to have very strong degree of safety regarding timely payment of financial obligations carrying lowest credit risk.

20. STATUTORY STATEMENTS:

A. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are set out at ‘Annexure F forming a part of this Report.

B. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

There have been no material changes and commitments affecting the financial position of the Company since the closure of financial year i.e. since March 31, 2020.

C. DISCLOSURE OF ORDERS PASSED BY

REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and on the Companys operations in future.

D. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2020 made under the provisions of Section 92(3) of the Act is set out at ‘Annexure H forming a part of this Report.

E. DISCLOSURE UNDER SECTION 197(12) OF THE

COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the

Company for the financial year under review and other disclosures under Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 are set out at ‘Annexure H forming a part of this Report.

F. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The particulars of loans given and investments made during the financial year under Section 186 of the

Companies Act, 2013 are given at Notes forming part of the Financial Statements. During the financial year, the Company has neither provided any securities nor provided corporate guarantees for loans availed by the others.

G. PAYMENT OF REMUNERATION / COMMISSION TO MANAGING DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANIES:

During the year under review, Mr. Tarak Patel Managing Director received a remuneration of CHF 35,000 from Mavag AG, subsidiary of the Company.

H. INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 123 and 125 of the Companies Act, 2013 read with the "Investor

Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017" the amounts of dividends remaining unclaimed for a period of seven years and shares thereon are required to be transferred to the Investor Education and Protection Fund ("IEPF").

During the year under review, the Company has transferred Rs 270,017/- on account of unclaimed/ unpaid dividend along with corresponding 1,005 equity shares of face value Rs 2/- each to the IEPF. Details of the Nodal Officer appointed under the said provisions are:

Ms. Mittal Mehta, Company Secretary & Compliance Officer, Email: mittal.mehta@gmmpfaudler.com

21. SEXUAL HARASSMENT OF WOMEN AT THE

WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the Company has not received any complaint.

22. GENERAL:

The Board of Directors confirm that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year 2019-20:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of shares (including sweat equity shares or Stock options) to employees of the Company; 3. non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

4. Material or serious instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and Rules made there under.

23. ACKNOWLEDGEMENT:

The Board of Directors of the Company acknowledge with gratitude the support received from shareholders, bankers, customers, suppliers and business partners.

The Directors recognize and appreciate the efforts of all employees that ensured accelerated growth in a challenging business environment.

For and on behalf of the Board of Directors

Dr. S. Sivaram Tarak Patel
Chairman Managing Director
DIN : 00009900 DIN : 00166183
Place: Pune Place: Lonavala
Date: May 23, 2020