GMM Pfaudler Ltd Directors Report.

To the Members:

The Directors have pleasure in presenting the Fifty Sixth Annual Report along with the Audited Statement of Accounts of the Company for the year ended March 31,2019.

1. SUMMARY OF THE FINANCIAL RESULTS:

(Rs. in Million)

STAND-ALONE

Particulars 31.03.2019 31.03.2018
Revenue from operations (Net of excise duty) 4,187.02 3,124.10
Profit before tax 612.73 438.95
Profit after tax 406.35 283.75

During the financial year 2018-19, on a standalone basis, revenue was up by 34%, profit before tax was up by 40% and profit after tax was up by 43% as compared to previous financial year.

(Rs. in Million)

CONSOLIDATED

Particulars 31.03.2019 31.03.2018
Revenue from operations (Net of excise duty) 5,026.43 4,056.99
Profit before tax 732.70 606.51
Profit after tax 505.81 426.76

During the financial year 2018-19, on a consolidated basis, revenue was up by 24%, profit before tax was up by 21% and profit after tax was up by 19% as compared to previous financial year.

During the financial year 2018-19, 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 dividend of Rs. 1.50 per equity share subject to approval of the Shareholders at the Annual General Meeting, which if approved will absorb Rs. 21.93 million towards dividend and Rs. 4.51 million as dividend tax.

The aggregate amount of interim dividends paid during the year and the final dividend recommended for the financial year ended March 31, 2019 amounts to Rs. 4.50 per share i.e. Rs. 65.78 million (excluding dividend tax of Rs. 13.52 million).

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 2018-19. Hence, the entire amount of profit has been carried forward to the Profit & Loss Account.

4. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND 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 31,2019 are set out as ‘Annexure A forming a part of this Report.

During the financial year 2018-19, Karamsad Investment Limited and Karamsad Holdings Limited, subsidiaries of the Company have applied for Members Voluntary Winding up under Section 59 of the Insolvency and Bankruptcy Code, 2016.

Except as stated above, there are no companies which have become or ceased to be subsidiaries, associates, joint venture companies.

5. SHARE CAPITAL:

There was no change in Authorised and Paid up Share Capital of the Company and neither there was any reclassification of sub division of equity shares during the year under review.

6. ACQUISITION OF INDUSTRIAL MIXING SOLUTIONS DIVISION OF SUDARSHAN CHEMICAL INDUSTRIES LIMITED:

On April 26, 2019, the Company has acquired the Industrial Mixing Solutions Division of Sudarshan Chemical Industries Ltd., Pune. This acquisition is expected to enhance GMM Pfaudlers industrial mixing business vertical by bringing in new products, technologies, customers and industry segments. Significant cost synergies are expected due to economies of scale, value engineering and by leveraging the strengths of both the organisations in their markets. The two businesses once consolidated would become Indias premier industrial mixing solutions provider.

7. REVISION OF FINANCIAL STATEMENTS:

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

8. 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.

9. 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 submit its reports to the Audit Committee on a quarterly basis. The said Reports do not contain any observation of any serious lapse in the system.

10. 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 forming part of this Report.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Regulation 34 of the SEBI Listing Regulations, together with a Certificate from the Companys Auditors is presented in a separate section forming a part of this Report.

The requisite certificate from M/s. Deloitte Haskins & Sells, LLP, Chartered Accountants, Statutory Auditors 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 31,2019 in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out as ‘Annexure B 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/PolicyonRelated PartyTransactions.pdf

For details please refer to Note 36 to the Stand-alone Financial Statements which sets out related party disclosures.

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, Mr. P. Krishnamurthy, Independent Director resigned as Director of the Company w.e.f. May 14, 2018 pursuant to proviso of sub-section (1) of Section 167 of the Companies Act, 2013 notified by the Ministry of Company Affairs vide notification dated May 7, 2018. Mr. Nakul Toshniwal was appointed as an Independent Director of the Company w.e.f. May 16, 2018 to fill in the casual vacancy created by the resignation of Mr. P. Krishnamurthy.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Khurshed Thanawalla 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 Comanies Act, 2013 none of the Independent Directors is liable to retire by rotation.

All Directors have given a certificate to the Compliance Officer confirming the adherence to the Code of Conduct & Ethics Policy of the Company for the financial year 2018-19.

B. INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given the declaration and confirmation to the Company as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations confirming that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

C. KEY MANAGERIAL PERSONNEL:

Mr. Tarak Patel, Managing Director, Mr. Ashok Pillai, Chief Operating Officer, Mr. Jugal Sahu, Chief Financial 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.

D. 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 31,2019, 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 31,2019 and of the profit of the Company for that year;

c. proper and sufficient care was taken for the 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.

E. MEETINGS OF THE BOARD:

Four (4) Meetings of the Board of Directors were held during the financial year ended March 31,2019. 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.

F. AUDIT COMMITTEE:

The Audit Committee as on date comprises of four members viz. Dr. S. Sivaram, Dr. Amrita Patel, Mr. Nakul Toshniwal (Independent Directors) and Dr. Dominic Deller (Non-Executive Director). The details of meetings of the Committee held during the financial year under review along with attendance of members thereof and Role of the 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.

G. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, the Stakeholders Relationship Committee constituted by the Board of Directors to deal with the matters related to stakeholders grievances met 3 times during the financial year.

The details of meetings of the Committee 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.

H. 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 C forming a part of this Report.

I. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, and the SEBI 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 expressed their satisfaction with the evaluation process.

J. 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 31,2019 are available on the Companys website at http://www.gmmpfaudler. com/contentFamilarization Programme.pdf

K. SECRETARIAL STANDARDS:

The Directors state that all applicable Secretarial Standards issued by the Institute of Company Secretaries of India 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 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 2018-19.

17. PUBLIC DEPOSITS:

The Company has not accepted or renewed any 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 Companies Act, 2013 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. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report for the financial year ended March 31, 2019 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 2018-19 is set out at ‘Annexure D forming a part of this Report.

The Secretarial Auditors Report for the financial year ended March 31, 2019 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 re-appointed M/s. Rathi and Associates, Practicing Company Secretaries for conducting Secretarial Audit Report of the Company for the financial year 2019-20.

C. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company maintains the cost accounting records in respect of its manufacturing activities.

M/s. Dalwadi & Associates, Cost Accountants, Ahmedabad, Cost Auditors of the Company for the financial year 2018-19 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 2019-20.

Necessary resolution for ratification of payment of remuneration to the said Cost Auditors is included in the Notice of Annual General Meeting dated May 30, 2019.

D. INTERNAL AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accountants has been re-appointed as Internal Auditors of the Company for the financial 2019-20.

19. CREDIT RATING:

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

CRISIL has also re-affirmed its rating of the Companys long-term bank facilities to "AA-/stable" which is considered to have high degree of safety regarding timely servicing of financial obligations carrying low 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 E 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 close of financial year i.e. since March 31,2019. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

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 31,2019 made under the provisions of Section 92(3) of the Companies Act, 2013 is set out at ‘Annexure G 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 F 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 35,000 CHF 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 transferred to the Investor Education and Protection Fund ("IEPF").

During the year under review, the Company has transferred Rs. 263,884/- on account of unclaimed/ unpaid dividend and 6,909 equity shares of face value Rs. 2/- each to the IEPF.

Details of the Nodal Officer: 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 2018-19:

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 Companies Act, 2013 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: Mumbai
Date: May 30, 2019
Registered Office: Vithal Udyognagar
Anand - Sojitra Road,
Karamsad - 388 325, Gujarat.