grauer weil Directors report

Dear Members,

Your Directors have pleasure in presenting the 65^th Annual Report together with the audited financial statements for the year ended March 31, 2023.

1. FINANCIAL RESULTS (STANDALONE)

The Companys financial performance during 2022-23 as compared to previous year 2021-22 is summarised below: -

Rupees in Lacs

Particulars	2022-23	2021-22
Gross total revenue	1,09,585.20	84,886.66
Net revenue (total income)	99,511.90	78,052.33
Earnings before interest, depreciation, tax & amortizations (EBIDTA before exceptional items)	17,305.22	12,658.30
Exceptional items	(72.28)	176.35
Earnings before interest, depreciation, tax & amortizations (EBIDTA after exceptional items)	17,232.94	12,834.65
Profit before tax	15,088.55	10,628.24
Provision for tax (Current & Deferred tax)	3,899.67	2,804.81
Net profit after tax	11,188.88	7,823.43

2. OPERATIONS

During the year 2022-23, the Gross total revenue of the Company on standalone basis at 1,09,585.20 Lacs was higher than previous year by 24,698.54 Lacs representing a growth of 29.10% whilst the Net revenue (Total income) of the Company at 99,511.90 Lacs grew by 27.49% over previous financial year.

All the business segments i.e. Surface Finishing, Engineering and Mall registered significant growth. (For details refer Annexure ‘A - Management Discussion and Analysis which forms integral part of this report).

Operating profit (EBIDTA before exceptional items) at 17,305.22 Lacs grew by 36.71% over previous year whilst the Net profit of the Company at 11,188.88 Lacs registered a growth of 43.02% over previous year.

3. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2)(e) read with paragraph B of Schedule V of the SEBI Listing Regulations, 2015, the detailed Management Discussion and Analysis report is given in ‘Annexure A to this report.

4. DIVIDEND

your Board of Directors are pleased to recommend, for approval of shareholders, a dividend of 0.80 per fully paid Equity Share of the Company of 1 each for the year ended March 31, 2023. The dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Book Closure Date.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company approved by the Board pursuant to Regulation 43A of the SEBI Listing Regulations, 2015 and is available on the website of the Company at https://growel.com/subpage/Policy.

If approved, the dividend would result in a cash outflow of 1,813.65 Lacs subject to deduction of tax at source. The total dividend pay-out works out to 16.21% (Previous year 18.84%) of the Companys standalone net profit.

As per the Provisions of the Income Tax Act, 1961, dividends paid or distributed by the Company will be taxable in the hands of the shareholders. Accordingly, the Company will make the payment of the final dividend after deduction of tax at source at prescribed rates as per Income Tax Act, 1961.

5. TRANSFER TO RESERVE

The surplus in the Statement of Profit and Loss as on March 31,2023 is 11,188.88 Lacs compared to 7,823.43 Lacs as on March 31,2022. Out of this, Company proposes to transfer an amount of 10,000 Lacs (Previous year: 6,300 Lacs) to the General Reserve.

6. SHARE CAPITAL

The authorized share capital of the Company is 5,000.00 Lacs divided into 50,00,00,000 Equity Shares of face value of Re. 1/- each. The issued, subscribed, and paid-up share capital stood at 2,267.06 Lacs as on March 31,2023. During the year, there were no changes to the share capital of the Company. Further no Sweat Equity Shares or Shares with differential rights were issued during the year. No Directors of the Company hold any convertible instruments as on March 31,2023.

7. CORPORATE GOVERNANCE

A report on Corporate Governance pursuant to Regulation 34(3) of the SEBI Listing Regulations, read with Part C of Schedule V thereof, covering among others composition, details of meetings of the Board and Committees along with a certificate for compliance with the conditions of Corporate Governance in accordance with the SEBI Listing Regulations, issued by the Statutory Auditors of the Company, forms part of this Annual Report as ‘Annexure B.

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

In accordance with the SEBI Regulations as amended, significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios are provided in the Management Discussion and Analysis report.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company firmly believes in its commitment to the development of its stakeholders. The principles of Corporate Social Responsibility (CSR) are deeply imbibed in your Companys corporate culture. The CSR vision of the Company is "Empowerment through Education". The Company has a CSR policy for promoting healthcare, education and environment amongst others as specified in Schedule VII of the Companies Act, 2013.

During the year, Company has spent more than 2% of the average net profits of the Company during the three immediately preceding financial years on CSR. Annual Report on CSR activities as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with Section 134(3) and 135(2) of the Companies Act, 2013 is placed at ‘Annexure C.

In compliance with the guidelines prescribed under Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board. The CSR policy, covering the objectives, focus areas, governance structure monitoring and reporting framework among others is approved by the Board of Directors. In accordance with the amendments made in Section 135 in January 2021, the CSR Policy has been duly revised and is available on Company website at https://growel.com/ subpage/Policy.

10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has distinct and efficient Internal Control System in place. It has a clearly defined organizational structure, manuals and standard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of its business. The Companys internal control system ensures efficiency, reliability, completeness of accounting records and timely preparation of reliable financial and management information. Internal financial controls framework and Risk Control Matrix (RCM) for various business processes is in place and reviewed continuously by the management. In addition, it also ensures compliance of all applicable laws and Regulations, optimum utilization and safeguard of the Companys assets.

Your Company has in place adequate internal financial controls which commensurate with the size, scale and complexity of its operations. These controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, Regular audits and review processes ensure that such systems are re-enforced on an ongoing basis.

The System, Processes and the Standard Operating Procedures are reviewed by the management. These systems and controls are regularly audited by the Internal Auditors viz. M/s SCA & Associates and their findings and recommendations are reviewed by the Audit Committee. Action Plan is prepared by the management for all the Audit findings and recommendations which is continuously monitored on monthly basis and action taken report is reviewed by the Audit Committee on quarterly basis. The audit assignments are conducted as per the annual audit program approved by the Audit Committee.

11. RISK MANAGEMENT

Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the vision to integrate risk management with its overall strategic and operational practices. The Company has formed a Risk Management Committee of the Board and its role is in line with requirements as specified in SEBI Listing Regulations. The primary objective is to ensure sustainable and stable business growth supported by a structured approach to risk management. The risk management framework includes designing, implementing, monitoring, reviewing and constantly improving the risk management procedures for the organisation.

The Company is prone to various risks such as technological risks, strategic risks, operational risks, foreign exchange currency risks, health, safety and environmental risks, financial risks as well as compliance & control risks. These risks can have a material adverse impact on the implementation of strategy, business performance, results, cash flows and liquidity, stakeholders value and of course on reputation.

Your Company have a Risk Management Policy and Procedure to protect and add value to the organization and of its stakeholders. The details on the Risk Management activities including the implementation of risk management policy, key risks identified, and their mitigations are covered in the Management Discussion and Analysis report, which forms part of this report. The Board oversees these risks through various Committees like Risk Management Committee, Audit Committee and Stakeholders Relationship Committee. The details of the said Committees are disclosed in the Corporate Governance Report.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. Towards this end, and Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI Listing Regulations, the Company has implemented ‘Whistle Blower Policy covering Vigil Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policy is disclosed on the Companys website at https://growel.com/subpage/Policy.

The objective of the said policy is to provide a channel to the employees and Directors of the Company and explain them, the detailed process for raising concerns or report any improper activity resulting in violation of Laws, Rules, Regulations or Companys policies, standards, values or code of conduct, insider trading violations etc. by any of the employees, customers, vendors and investors, addressing the concerns and reporting to the Board. The policy allows direct access to the Chairperson of the Audit Committee.

During the financial year ended March 31, 2023, no Whistle Blower complaints were received from the employees and Directors of the Company. Further, no employee or Director was denied access to the Audit Committee or its Chairman. Brief details about the policy are provided in the Corporate Governance Report attached as Annexure B to this report.

13. ANNUAL RETURN

Pursuant to the Provisions of Section I34(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at March 31,2023 is hosted on your Companys website at www.growel.com.

14. FIXED DEPOSITS

During the year, your Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

15. LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided covered under Section 186 of the Companies Act, 2013 along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipients are provided in the relevant notes to the accompanying financial statements, presented in this Annual Report.

16. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time, the Company has a policy on Related Party Transactions which is approved by the Board which inter-alia defines the process for identifying, reviewing, approving and monitoring of Related Party Transactions. The policy was revised pursuant to the amendment of SEBI Listing Regulations and the same is available on the Companys website at https://growel.com/subpage/Policy.

All related party transactions entered into during the year under review were on arms length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With the view to ensure continuity and ease of day-to-day operations, an omnibus approval has been obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all related party transactions including the related party transactions where omnibus approval is granted, is placed before the Audit Committee on a quarterly basis.

During the financial year 2022-23, there have been no material significant related party transactions that may have potential conflict with the interest of the Company at large. Further Company did not enter into any contracts or arrangements with related parties in terms of Sec. I88(i) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section I34(3)(h) of the Act in Form AOC-2 is not applicable to the company for FY 2022-23 and hence does not form part of this Annual Report.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions on a consolidated basis as per the format specified in the relevant accounting standards to the stock exchange on a half-yearly basis. Suitable disclosures as required under Ind-AS 24 have been made in the notes to the standalone financial statements.

17. MATERIAL CHANGE

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

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

There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and the Companys operations in the future. Further no application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code, 2016, hence, the requirement to disclose the details of the application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

19. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Retirement by rotation - Mr. Yogesh Samat

Pursuant to the Provisions of Section 152 read with Section 149(13) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Yogesh Samat (DIN : 00717877) is retiring by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. The Board on the recommendation of the Nomination and Remuneration Committee recommends his re-appointments. As required under the SEBI Listing Regulations, 2015, particulars of Director seeking reappointment at the ensuing Annual General Meeting has been given under Corporate Governance Report and in the notice of the 65^th Annual General Meeting.

b. Re-appointment of Mr. Umeshkumar More as Whole-time Director

At the 62nd annual general meeting held on September 29, 2020, the members of the Company re-appointed Mr. Umeshkumar More (DIN : 00112662) as a Whole-time Director of the Company designated as Executive Chairman for a term of 3 (three) years from January 1,2021. Thus, he holds office up to December 31, 2023. Mr. Umeshkumar More is mainly responsible for the strategic planning, growth, development, expansion and diversification of the business of the Company, both at national and international level. Accordingly, the Board is of the opinion that his continued association for a further period of 5 (five) years would be in the interest of the Company. Keeping in view performance evaluation done by the Board as whole and Independent Directors and instrumental role of Mr. Umeshkumar More in the growth and expansion of the business of the Company, the Board of Directors proposes re-appointment of Mr. Umeshkumar More for a further period of 5 (five) years commencing from January 1,2024.

c. Appointment of Mr. Ayush Agarwala as Independent Director

In the 64^th Annual General Meeting of the Company held on September 22, 2022, Mr. Ayush Agarwala (DIN : 08960180) was appointed as a Non-executive Independent Director of the Company for a period of 5 (Five) year w.e.f. August 04, 2022, not liable to retire by rotation.

d. Independent Directors

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

The Company has received necessary declaration from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, 2015 confirming that:

• They meet the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

• Pursuant to Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the database of Independent Directors maintained by the Indian Institute of Corporate Affairs under the Ministry of Corporate Affairs.

• Pursuant to Regulation 25(8) of the SEBI Listing Regulations that there has been no change in the circumstances or situation, which may affect their status as Independent Director during the year.

e. Familiarisation programme for the Directors

These programmes aim to provide insights into the Company to enable the Independent Directors to understand the business in depth and contribute significantly to the Company. The details of program for familiarisation of the Independent Directors with the Company are available on the Companys website at www.growel.com.

f. Policy on appointment and remuneration of Directors

The policy for selection and appointment of directors, key managerial personnel and their remuneration sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become a Director and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companys operations. The Policy also sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. The details of policy have been disclosed in the ‘Corporate Governance Report, which forms part of the Boards Report.

g. Performance evaluation

Pursuant to the Provisions of the Act and Regulation 17 of SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its statutory Committees viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee and that of the individual Directors, in accordance with the manner specified by the Nomination and Remuneration Committee. The evaluation was done through a questionnaire and the responses received were evaluated by the Board. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

h. Meeting of Board and Committees

The Board of Directors of the Company met six times during the financial year ended March 31,2023, on April 25, 2022, May 30, 2022, August 9, 2022, November 7, 2022, December 6, 2022 and February 10, 2023. Details of attendance of meetings of the Board and its Committees are included in the report on Corporate Governance, which forms part of this Annual Report.

The Independent Directors met on April 25, 2022, during the financial year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, Executive Directors, Chief Financial officer, Company Secretary and any other Managerial Personnel.

i. Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders Relationship Committee (d) Corporate Social Responsibility Committee and (f) Risk Management Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are provided in the Corporate Governance Report.

j. Key Managerial Personnel

During the year, there were no changes in Key Managerial Personnel.

20. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. Your Company has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. It provides a safe haven to all women, including its regular, outsourced employees and visitors.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to FY 2022-23 is as under:

a. Number of complaints pending at the beginning of the financial year - Nil

b. Number of complaints filed during the financial year - 1

c. Number of complaints disposed of during the financial year - 1

d. Number of complaints pending as on end of the financial year - Nil

21. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As per SEBI Listing Regulations, 2015, your Company, being in the list of Top 1000 Listed Companies based on Market Capitalisation, is required to submit a Business Responsibility and Sustainability Report in place of Business Responsibility Report. Company has adopted Business Responsibility & Sustainability Report (BRSR) describing the initiatives taken by the Company from an Environmental, Social and Governance perspective and the same forms part of the Annual Report as ‘Annexure D.

22. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that they have:

i) followed applicable accounting standards, along with proper explanation relating to material departures in the preparation of the annual accounts for the financial year ended March 31,2023;

ii) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) taken proper and sufficient care 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) prepared the annual accounts for the financial year ended March 31,2023 on a going concern basis;

v) devised proper systems to ensure compliance with the Provisions of all applicable laws and such systems were adequate and operating effectively; and

vi) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

23. SUBSIDIARY & ASSOCIATE COMPANIES

As on date, Company has 1 (One) Indian subsidiary viz. Kamtress Automation Systems Private Limited and 2 (Two) overseas subsidiaries viz. Grauer & Weil (Shanghai) Limited, in China, and Growel Chemicals Co. Limited, in Thailand, and 2 (Two) Associate Companies viz. Grauer & Weil Engineering Private Limited and Growel Sidasa Industries Private Limited. During the year under review, Shareholders of Grauer & Weil Engineering Private Limited and Growel Sidasa Industries Private Limited passed resolution for striking off name of the Companies from Registrar of Companies (ROC).

As per the first proviso of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of your Companys Subsidiaries and Associate Companies in the prescribed format AOC - I, including the individual contribution of these companies towards the overall performance of Company during the period is given under Consolidated Financial Statements forming part of this Annual Report.

Though, the copies of Audited / Unaudited Financial Statements of the Subsidiaries have not been attached to the Annual Accounts of the Company, these documents will be made available upon request by any member of the Company and also shall be available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Further, the accounts of the Subsidiaries shall also be uploaded on the Companys website at www.growel.com.

The Company does not have any material subsidiary. The policy for determining material subsidiaries is disclosed on the Companys website and the weblink for the same is at https://growel.com/subpage/Policy. During the year, the Board of Directors reviewed the affairs of subsidiaries. All the contracts or arrangements / transactions with related parties were on arms length basis and in the ordinary course of business.

24. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the year 2022-23 are prepared in compliance with applicable Provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Provisions of SEBI Listing Regulations, 2015 and Indian Accounting Standard (Ind AS) - 110 on Consolidated Financial Statements read with Indian Accounting Standard (Ind AS) - 28 on Investments in Associates and Joint Ventures. The audited Consolidated Financial Statements are provided in the Annual Report along with the names of the companies which have become or ceased to become subsidiaries.

25. AUDITORS AND AUDIT REPORTS

a. Statutory Auditors

In 64^th Annual General Meeting of the Company held on September 22, 2022, M/s M. M. Nissim & Co. LLP has appointed as a Statutory Auditors of the Company to hold office for a period of 5 Ysars i.e. from the conclusion of 64^th Annual General Meeting (AGM) till the conclusion of 69^th AGM of the Company.

Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every AGM, is not required. Hence, the resolution relating to ratification of Auditors appointment is not included in the notice of the ensuing AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company and they hold a valid certificate issued by the Peer Review Board of the ICAI.

They have confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the Company.

The Notes to financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

b. Cost Auditors

Your Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are being made and maintained by the Company as per said requirements.

The said cost accounts and records are also required to be audited pursuant to the Provisions of Section 148 of the Companies Act, 2013, read with notifications / Circulars issued by the Ministry of Corporate Affairs from time to time and accordingly as per the recommendation of the Audit Committee, the Board of Directors appointed M/s V J. Talati & Co., Cost Accountants, as the Cost Auditors of the Company for FY 2022-23.

In respect of FY 2023-24, the Board, based on the recommendation of the Audit Committee, has approved the appointment of M/s V. J. Talati & Co., Cost Accountants, as the Cost Auditors of the Company. A resolution for ratification of the remuneration to be paid for such appointment is included in the notice of the ensuing Annual General Meeting.

c. Secretarial Auditors

Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s GMJ & Associates, Firm of Practicing Company Secretaries, Mumbai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report for the financial year ended March 31,2023 in Form No. MR - 3 is attached as ‘Annexure E to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from M/s GMJ & Associates, Firm of Practicing Company Secretaries and the same is submitted to the stock exchange and it does not have any adverse remark.

The Board, on the recommendation of Audit Committee, has re-appointed M/s GMJ & Associates, Firm of Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2023-24.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section I34(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in ‘Annexure F to this report.

27. PARTICULARS OF EMPLOYEES

The Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as ‘Annexure G to this report.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Companies Act, 2013 read with Provisions of Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules 2016, all shares in respect of which dividend has not been paid or unclaimed by the shareholders for seven consecutive years or more were already transferred by the Company in favour of Investor Education and Protection Fund. The unclaimed dividend for the financial year 2015-16 (Interim) have also been transferred to the Investor Education and Protection Fund established by the Central Government.

30. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

31. HEALTH AND SAFETY

Your Company accords the highest priority to the occupational health and safety of its workers and employees. Company believes that all incidents are avoidable provided a strong technical and administrative mechanism is in place to monitor all processes involving risk and hazards. Company has, during the year under review, conducted various training programmes for increasing disaster preparedness, awareness and safety of workers. Company lays strong emphasis to provide a clean, hygienic and conducive work environment to all employees & staff at all its working locations.

32. LISTING

The Equity Shares of the Company are at presently listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. The Company is regular in payment of listing fees.

The National Stock Exchange of India Limited (NSE) vide its Circular dated August 3, 2021, voluntarily permitted to trade and admitted for dealings, the security (Equity Shares) of the Company on their exchange under ‘Permitted to trade category. This is effective from August 5, 2021. The symbol of the Company on NSE is ‘GRAUWEIL.

33. GREEN INITIATIVE

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/ documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at their e-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.

34. SIGNIFICANT BENEFICIAL OWNER

Attention of the members is invited to the Companies (Significant Beneficial Ownership) Amendment Rules, 2019 issued by the Ministry of Corporate Affairs, whereby a person is considered as a ‘Significant Beneficial Owner (SBO), if he / she, whether acting alone, together or through one or more individuals or trust holds a beneficial interest of at least 10%. The beneficial interest could be in the form of a companys shares or the right to exercise significant influence or control over the Company. A shareholder holding shares in the Company on behalf of others or fulfilling the criteria as mentioned in the Companies (Significant Beneficial Ownership) Amendment Rules, 2019, is required to give a declaration specifying the nature of his / her interest and other essential particulars in the prescribed manner and within the permitted time frame.

35. APPRECIATION

The Board of Directors would like to express their sincere thanks to all the stakeholders viz. customers, members, dealers, vendors, distributors, agents, banks and other business partners for their patronage and trust reposed in Company for past several years. Your Directors would also like to thank various Central and State Government Departments, Organizations and Agencies for their support and cooperation extended by them from time-to-time. The Board also places on record its sincere appreciation for the enthusiastic and hardworking employees of the Company who dedicatedly work round the year and without which it would not have been possible to achieve the all-round progress and growth of Company.