• Notice of Annual General
  Meeting – 2020

  
  Notice of Annual General
  Meeting – 2019

  
  Notice of Annual General
  Meeting – 2018

  
  Notice of Annual General
  Meeting – 2017

  
  Notice of Annual General
  Meeting – 2016

  
  Notice of Annual General
  Meeting – 2015

  

• Resignation Letter of Ms. Marie-Armelle Chupin, Non-Executive Director

  
  Resignation Letter of Mr. Krishna Prasad, Alternate Director

  
  Resignation Letter of Mr. Patrick Millot, Non-Executive Director

  
  Resignation Letter of Mr. J.A.J. Pereira, Alternate Director

  
  Resignation Letter of Mr. Guillaume Texier, Director

  
  Resignation Letter of Mr. Benoit d'Iribarne, Alternate Director

  
  Resignation Letter of Mr. Jean-Pierre Floris, Director

  
  Resignation Letter of Mr. Pradip Shah, Chairman, Independent Director

  
  Resignation Letter of Mr. Shivanand Salgaocar, Independent Director

  

• Postal Ballot Notice and Form - Bonus Issue of Equity Shares

  
  Postal Ballot Notice, e-voting information and Record Date - Issue of Bonus Shares

  

GNO, a member of the 'Saint-Gobain' group, is committed to the highest standards of fair, ethical and transparent governance practices. The corporate governance policies followed by GNO are intended to ensure transparency in all its dealings. The Company recognizes the importance of strong corporate governance which is an important mechanism for investor protection.

• Board of Directors

  Name of the Director	Category
  Mr. Keki M. Elavia DIN 00003940(Chairman)	Independent, Non-Executive
  Dr. Archana N. Hingorani DIN 00028037	Independent, Non-Executive
  Mr. Subodh S. Nadkarni DIN 00145999 (Additional Director)	Independent, Non-Executive
  Mr. Sreedhar Natarajan DIN 08320482	Non-Executive
  Mr. Laurent Guillot DIN 07412302	Non-Executive
  Mr. Laurent Tellier DIN 08587279 (Additional Director)	Non-Executive
  Mr Isabelle Hoepfner DIN 08598846 (Additional Director)	Non-Executive
  Mr. Krishna Prasad* DIN 00130438 (Alternate Director to Ms. Isabelle Hoepfner)	Executive
  Mr. Anand Mahajan DIN 00066320 (Additional Director)	Non-Executive
  Mr. B. Santhanam DIN 00494806 (Managing Director)	Executive

  * The Board of Directors at its meeting held on May 20, 2020 has appointed Krishna Prasad (DIN 00130438) as an Alternate Director to Ms. Isabelle Hoepfner (DIN 08598846), Non-Executive Director. Being in employment with the Company and for the purpose of the compliance with the Companies Act, 2013 and Rules framed thereunder, appointment and terms of remuneration of Mr. Krishna Prasad as Whole-Time Director designated as Executive Director of the Company for a period of five (5) years with effect from May 20, 2020, upon his appointment as an Alternate Director to Ms. Isabelle Hoepfner, Non-Executive Director, subject to the approval of the Members at the ensuing AGM of the Company.

  ^ Mr. Mikhil Narang (DIN 02970255), Non-Executive Director of the Company relinquished the office of the Director with effect from close of business hours of May 20, 2020, due to other professional commitments.

• Audit Committee

  Name	Category
  Mr. Keki M. Elavia (Chairman)	Independent, Non-Executive
  Dr. Archana N. Hingorani	Independent, Non-Executive
  Mr. Subodh S. Nadkarni	Independent, Non-Executive
  Mr. B. Santhanam	Executive

• Nomination and Remuneration Committee

  Name	Category
  Mr. Subodh S. Nadkarni (Chairman)	Independent, Non-Executive
  Mr. Keki M. Elavia	Independent, Non-Executive
  Mr. Laurent Guillot	Non-Executive

• Stakeholders Relationship Committee

  Name	Category
  Dr. Archana N. Hingorani (Chairman)	Independent, Non-Executive
  Mr. Anand Mahajan	Non-Executive
  Mr. B. Santhanam	Executive

• Corporate Social Responsibility Committee

  Name	Category
  Mr. Keki M. Elavia (Chairman)	Independent, Non-Executive
  Mr. Laurent Guillot	Non-Executive
  Mr. B. Santhanam	Executive

• Risk Management Committee

  Name	Category
  Mr. Laurent Guillot (Chairman)	Non-Executive
  Mr. Anand Mahajan	Non-Executive
  Mr. B. Santhanam	Executive

• Letter of Appointment of Independent Director

  
  Mr. Keki M. Elavia

  Mr. Keki M. Elavia (Director Identification No. 00003940) is a B.Com. (Hons), FCA, CFE. He retired as a Senior Partner of M/s. Kalyaniwalla & Mistry – Chartered Accountants in 2009, after an association of more than 40 years. He serves on the Boards of various companies in India.

  Dr. Archana Niranjan Hingorani

  Dr. Archana Niranjan Hingorani ( Director Identification No. 00028037) is an Independent Director of our Company. She holds a bachelor's degree in arts from the University of Mumbai, a master's degree in business administration from the Graduate School of Business, University of Pittsburgh, USA and a doctorate degree in philosophy from the Joseph M. Katz Graduate School of Business, University of Pittsburgh, USA. She has 24 years of experience in financial services and private equity fund investment. She is currently a Managing Partner at Siana Capital, an investment firm focused on technology and innovation. Prior to that she was the CEO of IL&FS Investment Managers Limited and was with the group for 23 years. She has been the recipient of various awards such as 'Ten most influential women in private real estate investing' by PERE in 2010, 'Most Powerful Women' in 2014, 2015, 2016 and 2017 by Fortune India, 'Most Powerful Women' in 2011, 2012 and 2013 by Business Today, '25 Most Influential Women in Asia Asset Management' by Asian Investor in May, 2014, and 'Distinguished International Alumnus' in the year 2016 by the Katz Graduate School of Business, University of Pittsburgh, USA. In sum, she has over 32 years' experience in the financial services business, teaching and research. Presently, she serves as a Director in various Companies.

  Mr. Subodh Satchitanand Nadkarni

  Mr. Subodh Satchitanand Nadkarni (Director Identification No. 00145999) is an Additional Director (Non-Executive & Independent) of our Company. Mr. Subodh Satchitanand Nadkarni is a Non-Executive and Independent Director of Galaxy Surfactants Limited and has been associated with Galaxy Surfactants Limited since August 16, 2002. He holds a Bachelors’ Degree in Commerce from University of Mumbai. He was a ‘fellow member’ of The Institute of Chartered Accountants of India and The Institute of Company Secretaries of India. He has more than 30 years of experience in the field of finance, commerce, project management, sales, marketing, human resources management and general administration. He was associated with Godrej Soaps Limited as the Financial Controller. He was the Managing Director and Chief Executive Officer of Sulzer India Limited, President (Asia-Pacific and Australia) of Sulzer Chemtech Pte Limited, (Singapore), Regional Manager, (Europe, Middle East and Asia) Sulzer Turbo Services Venlo B.V. (The Netherlands) and Head (Europe, Middle East and Africa), Rotating Equipment Services of Sulzer Management Limited (Switzerland). Currently, he is the President (Asia Pacific, Australia), Rotating Equipment Services Division of Sulzer Singapore Pte Ltd. (Singapore).

• Objective:

  1. To adopt a structured programme for the orientation and training of Independent Directors at the time of their joining to enable them to understand the operations, business and other details of the Company

  2. To update Independent Directors on a continuous basis on the development and changes that are taking place in the Company and its operations etc.

  Orientation Programme on Induction of New Directors:

  1. A presentation consisting of a brief introduction to the Saint-Gobain Group, Corporate profile of the Company and its history, objectives, strategy and plans and the Organisational structure

  2. Reference to the Code of Independent Directors as per Schedule IV of Companies Act, 2013 is provided and The Code of Conduct for Directors is issued

  3. On request of the Independent Director, visit of Company's manufacturing sites and introduction to the various key managers

  Updation of Directors on a Continuing basis:

  1. Meetings with the Business and Functional Managers and presentations on the businesses and their operations are arranged

  2. In the Board meetings, a quarterly report which includes information on business performance, operations, financial parameters, employee related matters, litigations, and compliances is presented to the Board

  3. Detailed business-wise presentations are made to the Directors once a year. These include Environment, Health and Safety results and plans, overview of the markets served and the competitive landscape, details of market share, market prices, channel partners, business objectives, results, priorities, plans and risk analysis

  The details of familiarization programmes imparted to independent directors are as follows:
  Details of familiarization programmes as on 31st March 2020

  Date of Training	Number of Hours
  6th December 2019	7 hour
  Cumulative Number of hours spent as on 31st March 2020	39 hours

  
  Details of familiarization programmes as on 31st March 2019

  Date of Training	Number of Hours
  1st November 2018	1 hour
  6th December 2018	6 hours
  Cumulative Number of hours spent as on 31st March 2019	32 hours

  
  Details of familiarization programmes as on 31st March 2018

  Date of Training	Number of Hours
  1st November 2017	1 hour
  7th December 2017	8 hours
  Cumulative Number of hours spent as on 31st March 2018	25 hours

  
  Details of familiarization programmes as on 31st March 2017

  Date of Training	Number of Hours
  3rd November 2016	1 hour
  20th December 2016	4 hour
  Total Number of hours spent as on 31st March 2017	16 hours

  
  Details of familiarization programmes as on 31st March 2016

  Date of Training	Number of Hours
  14th May 2015	1 hour
  29th October 2015	1 hour
  9th December 2015	9 hours
  Total Number of hours spent as on 31st March 2016	11 hours

• GRINDWELL NORTON LIMITED

  Corporate Identity Number – L26593MH1950PLC008163
  Registered Office: Leela Business Park, 5th Level, Andheri-Kurla Road, Marol, Andheri (East), Mumbai 400 059
  Tel: +91 22 4021 2121 * Fax: +91 22 4021 2102 * Email: sharecmpt.gno@saint-gobain.com
  Website: www.grindwellnorton.co.in

  NOTICE

  NOTICE is hereby given that the first meeting of the financial year 2020-21 of the Board of Directors of the Company is scheduled to be held on Wednesday, May 20, 2020, inter alia, to consider and approve the audited financial results of the Company for the quarter and year ended March 31, 2020 and to consider and recommend a dividend, if any, on the equity shares of the Company for the financial year ended March 31, 2020.

  The Notice of the Board Meeting is also available on the website of the Company, www.grindwellnorton.co.in and on the website of the stock exchanges, www.bseindia.com and www.nseindia.com.

  
  

  For Grindwell Norton Limited
  
  K. Visweswaran                                                 
  Company Secretary                           Place: Mumbai
  Membership No. A 16123                 Date: 16^th May 2020
  FY 2019-20 – Notice of Fifth Board Meeting

  FY 2019-20 – Notice of Third Board Meeting

  FY 2019-20 – Notice of Second Board Meeting

  FY 2019-20 – Notice of First Board Meeting

  FY 2018-19 - Notice of Fifth Board Meeting

  FY 2018-19 – Notice of Third Board Meeting

  FY 2018-19 – Notice of Second Board Meeting

  FY 2018-19 – Notice of First Board Meeting

  FY 2017-18 – Notice of Fifth Board Meeting

  FY 2017-18 – Notice of Third Board Meeting

  FY 2017-18 – Notice of Second Board Meeting

  FY 2017-18 – Notice of First Board Meeting

  FY 2016-17 – Notice of Fifth Board Meeting

  FY 2016-17 – Notice of Third Board Meeting

  FY 2016-17 – Notice of Second Board Meeting
  FY 2016-17 – Notice of First Board Meeting
  FY 2015-16 – Notice of Fifth Board Meeting
  FY 2015-16 – Notice of Third Board Meeting

• GRINDWELL NORTON LIMITED

  Corporate Identity Number: L26593MH1950PLC008163
  Registered Office: 5th Level, Leela Business Park,Andheri-Kurla Road,Marol,Andheri (East), Mumbai 400 059
  Tel: 91-22-40212121 Fax: 91-22-40212102
  E-mail: sharecmpt.gno@saint-gobain.com
  Website: www.grindwellnorton.co.in

  NOTICE OF 70^TH ANNUAL GENERAL MEETING, REMOTE E-VOTING INFORMATION

  Notice is hereby given that the 70th Annual General Meeting ("AGM") of the Company is scheduled to be held on Friday, July 24, 2020 at 3:00 p.m. IST through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”), in compliance with Circular dated May 5, 2020 read with Circulars dated April 8, 2020 and April 13, 2020 and Circular issued by the Securities and Exchange Board of India (“SEBI”) (hereinafter collectively referred to as “the Circulars”), to transact the Business, as set out in the Notice of the AGM.

  In compliance with the Circulars, electronic copies of the Notice of the AGM and Annual Report 2019-20 have been sent to all the Members whose email IDs are registered with the Company/Depository Participant(s). These documents are also available on the Company’s website, www.grindwellnorton.co.in, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of KFin Technologies Private Limited (“KFintech”) at https://evoting.karvy.com. The dispatch of Notice of the AGM through emails has been completed on Tuesday, June 30, 2020.

  Members holding shares either in physical form or dematerialised form, as on the cut-off date Friday, July 17, 2020, may cast their votes electronically on the business as set forth in the Notice of the AGM through the electronic voting system of KFintech (“remote e-voting”).

  The remote e-voting period shall commence on Tuesday, July 21, 2020 (9:00 a.m. IST) and ends on Thursday, July 23, 2020 (5:00 p.m. IST). The remote e-voting module shall be disabled by KFintech after Thursday, July 23, 2020 (5:00 p.m. IST) and once the votes on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The facility for e-voting will also be made available during the AGM, and those Members present in the AGM through VC/OAVM facility, who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting system at the AGM. The Member who have cast their votes by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their votes again.

  Only person(s) whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date shall be entitled to avail the facility of remote e-voting or e-voting at the AGM.

  The manner of voting remotely for Members holding shares in dematerialised mode, physical mode and for Members who have not registered their email addresses is provided in the Notice of the AGM.

  Members who have not registered their email addresses are requested to register their email addresses with respective Depository Participant(s) and Members holding shares in physical mode are requested to update their email addresses with the Company’s Registrars and Transfer Agents, TSR Darashaw Consultants Private Limited at csg-annualreports@tsrdarashaw.com, for facilitating communication regarding the AGM.

  Any person, who acquires shares of the Company and becomes a Members post dispatch of the Notice of the AGM and holds shares as on the cut-off date i.e. Friday, July 17, 2020, may obtain the login ID and password by sending a request at evoting@kfintech.com. However, if a person is registered with KFintech for remote e-voting then the existing User-ID and password can be used for casting the vote.

  In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and e-voting user manual available at the download section of https://evoting.karvy.com (KFintech Website) or contact Mr. S.V. Raju, Manager of KFin Technologies Private Limited, Selenium, Plot 31 & 32, Gachibowli Financial District, Nanakramguda, Hyderabad -500 032 or at einward.ris@kfintech.com and evoting@kfintech.com or call KFintech’s toll free number 1-800-3454-001 for any further clarifications.

  Facility for joining the AGM through VC/OAVM shall open 15 minutes before the time scheduled for the AGM. Facility for joining AGM will be closed on expiry of 15 minutes from the scheduled time of the AGM. The instructions for attending AGM through VC/OAVM is provided in the Notice of the AGM. Members who may require any technical assistance or support before or during the AGM are requested to contact KFintech at toll free number 1-800-3454-001 or write to them at evoting@kfintech.com.

  The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, July 18, 2020 to Friday, July 24, 2020 (both days inclusive), for the purpose of AGM and for determining the names of Members eligible for dividend on Equity Shares, if declared at AGM.

  For GRINDWELL NORTON LIMITED

  
  K. VISWESWARAN                                                 
  COMPANY SECRETARY                               Mumbai, 1st July, 2020
  

  70^th Annual General Meeting, Dividend and Intimation of Book Closure

  

  Notice of 69th AGM, Remote e-voting information and Book Closure

  Notice of 68th AGM, Remote e-voting information and Book Closure

  Notice of 67th AGM, Remote e-voting information and Book Closure

  Notice of 66th AGM, Remote e-voting information and Book Closure

  Notice of 65th AGM, Remote e-voting information and Book Closure

• 69^th Annual General Meeting :

  Scrutinizer Report and details of voting results

  68^th Annual General Meeting :

  Scrutinizer Report and details of voting results

  67^th Annual General Meeting :

  Scrutinizer Report and details of voting results

  66^th Annual General Meeting :

  Scrutinizer Report and details of voting results

  65^th Annual General Meeting :

  Disclosure under Clause 35A of Listing Agreement

  Scrutinizer Report on remote e-voting and voting at Annual General Meeting.

  Postal Ballot :

  Scrutinizer Report and details of voting results

• OVERVIEW
  
  PREAMBLE

  The Board of Directors (the “Board”) of Grindwell Norton Limited (the “Company” or “GNO”), acting upon the recommendation of the Audit Committee (the “Committee”), has adopted the following policy and procedures with regard to materiality threshold and manner of dealing with Related Party Transactions in compliance with the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligation and Disclosure Requirements ) Regulations 2015 (“Listing Regulations” ) The Committee shall review and may amend this policy as may be required from time to time.

  The Policy is intended to ensure the proper approval and reporting of Related Party Transactions in compliance with applicable laws and regulations.

  
  Terms and References

  A transaction with the Related party will be considered material if the transaction/transactions to entered, either individually or taken together with previous transactions with such related party during a financial year , exceeds 10% of the annual consolidated turnover as per the last audited financial statements of the Company or such other limit as may be specified under applicable laws/regulations and as amended from time to time.

  A transactions involving payment made to the related party with respect to brand usage or royalty shall be considered material if the transactions to be entered, either individually or taken together with previous transactions during the financial year exceeds 2% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

  
  

  POLICY AND PROCEDURE
  

  All Related Party Transactions shall require prior approval of the Committee in accordance with this Policy.

  
  

  Notification of Potential Related Party Transactions

  The notice or information of any potential Related Party Transaction involving him/her or his/her relative shall be provided by each Director and Key Managerial Personnel to the Board or Committee well in advance.

  Review and Approval of Related Party Transactions

  The Management shall provide to the Committee all relevant material information of the Related Party Transaction, including the terms of the transaction, the business purpose or any other relevant information.
  Any member of the Committee who has potential interest shall abstain from discussion and voting on the approval of the transaction.
  The Committee shall consider the following factors, among others, in determining whether to approve a Related Party Transaction:

  • • Whether the terms and conditions are such that the transaction is at arm’s length and in the ordinary course of the business.
  • • Whether there are business reasons to enter into the transaction(s).
  • • Whether the transaction would raise a question on the independence of the Independent Directors.

  If the Committee determines that the Related Party Transaction should be brought before the Board of Directors, then the conditions set forth above shall apply for the Board’s approval.

  All material Related Party Transactions, other than those exempted as per the Companies Act 2013 and Listing Regulations will be placed for approval of the shareholders of the Company.

  PRE-APPROVED RELATED PARTY TRANSACTIONS
  
  The following Related Party Transactions shall not require approval of Committee:

  • • Any transaction that involves the payment of compensation to a Director or Key Managerial Personnel in connection with his or her official duties to the Company, including reimbursement of business and travel expenses as per the Company’s policy.

  This Policy will be communicated to all operational employees and other concerned persons of the Company.

• Corporate Social Responsibility Policy

  As a part of the Saint-Gobain Group, Grindwell Norton Ltd (GNO) has adopted the Group's Corporate Social Responsibility (CSR) policy and adapted it to the Indian context. For the Group, CSR is at the heart if its strategy of sustainable development. CSR impacts every aspect of how it conducts its business and if far more than philanthropy.

  Saint-Gobain's Corporate Social Responsibility Policy for India (http://www.saint-gobain.co.in) covers six broad areas of action:

  1. Inventing and promoting sustainable buildings
  2. Limiting our environmental impact
  3. Encouraging employees professional growth
  4. Supporting local community development
  5. Taking actions across the value chain
  6. Ensuring that its business practices meet the highest standards of corporate governance and ethics

  Within this, GNO CSR agenda comprises of

  1. Limiting the impact of its operations, products and actions on the environment,
  2. Supporting the Saint-Gobain India Foundation and local community development,
  3. Ensuring that its business practices meet the highest standards of corporate governance and ethics and
  4. Taking action across the value chain to limit its impact on the environment and to spread good business practices

  Saint-Gobain India Foundation
  

  The Saint-Gobain India Foundation (SGIF) is funded out of the profits of the Groups businesses in India. Each year, GNO will contribute a certain percentage of its operating profit to SGIF. SGIF's primary aim is to enable life and livelihood through education of underprivileged children with a focus on educating the girl child. SGIF partners with NGOs having a proven track record.

  Governance mechanism:
  

  GNO's CSR Policy is framed and governed by the Board of Directors of the Company. The Board has constituted CSR Committee comprising of an Independent Chair to monitor the policy and the programs from time to time and to ensure that they are in line with Companies Act, 2013 and the Rules framed thereunder. The CSR Committee is responsible to review such programs and keep the Board apprised of the implementation status.

  Implementation:
  

  The Company's CSR programs shall be implemented by the Company personnel, or through an external agency or through the Saint-Gobain India Foundation or any other trust or foundation

  CSR Expenditure:
  

  CSR expenditure will include all expenditure, direct and indirect, incurred by the Company on CSR programmes undertaken in accordance with the approved CSR Plan.
  Annual Report on CSR Activities - 2019-20 Business Responsibility Report - 2019-20
  Annual Report on CSR Activities - 2018-19 Business Responsibility Report – 2018-19
  Annual Report on CSR Activities - 2017-18 Business Responsibility Report - 2017-18
  Annual Report on CSR Activities - 2016-17 Business Responsibility Report - 2016-17
  Annual Report on CSR Activities - 2015-16
  Annual Report on CSR Activities - 2014-15

• CODE OF PRACTICES AND PROCEDURES TO BE FOLLOWED FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
  
  The Company with intent to achieve the Principles of Fair Disclosure for purposes of Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information, pursuant to sub-regulation (1) of regulation 8, as envisaged under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“Regulations”) will adhere to the following:

  1. To make, prompt public disclosure of unpublished price sensitive information that would impact price discovery no sooner than credible and concrete information comes into being in order to make such information generally available.
  2. To make, uniform and universal dissemination of unpublished price sensitive information, with intent to avoid selective disclosures.
  3. The Company Secretary and Compliance Officer of the Company will be the Chief Investor Relations Officer to deal with dissemination of information and disclosures of unpublished price sensitive information.
  4. To ensure, prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently, or otherwise to make such information generally available.
  5. To provide appropriate and fair response to queries on news reports and requests for verification on market rumours by regulatory authorities.
  6. The Company will ensure that, information if any, shared with analysts and research personnel is not unpublished price sensitive information.
  7. The Company will constantly endeavour to develop best practices to make transcripts and records of proceedings of meetings with analysts and other investor relations conferences on the official website (www.grindwellnorton.co.in) to ensure official confirmation and documentation of disclosures made.
  8. To handle all unpublished price sensitive information on a need-to-know basis.
  
  

  Legitimate Policy
  
  “Legitimate purpose” shall include sharing of Unpublished Price Sensitive Information (“UPSI”) in the ordinary course of business by an insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of these regulations.

  1. communicate, provide, or allow access to any UPSI, relating to the Company or its securities, to any person including other Insiders, except to the extent allowed by the Code of Conduct for Prohibition of Insider Trading (“Code”) of the Company or SEBI Regulations; or
  2. procure from or cause the communication by an Insider of UPSI, relating to the Company or its securities.
  
  
  3. Provided that nothing contained above shall be applicable when an UPSI is communicated, provided, allowed access to or procured.
  4. In furtherance of legitimate purposes, performance of duties or discharge of legal obligations pursuant to appropriate notice, confidentiality and non-disclosure agreements being executed; or
  5. in the event the Board of Directors directs or causes the public disclosure of UPSI in the best interest of the Company.
  
  
  6. This Code was duly approved by the Board of Directors at its meeting held on May 14, 2015 and was effective from May 15, 2015 and subsequent amendment on February 4, 2019 and will be effective from April 1, 2019.

• Policy for Determination of Materiality
  Purpose and Scope

  The Policy for determination of materiality provides guidance to the Board and the management of Grindwell Norton Ltd ("the Company") on the assessment of materiality of events that require appropriate disclosure in accordance with the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The materiality of specific events should be reviewed from a number of perspectives, including the impact of quantitative, qualitative and cumulative factors.

  Criteria
  
  The Board recognizes that materiality, in a particular circumstance, is a matter of informed judgement. However, to provide some guidance in exercising such judgement, the following criteria will be considered:

  a. The omission of an event or information which is likely to result in discontinuity or alteration of an event or information already available publicly; or

  b. The omission of an event or information which is likely to result in a significant market reaction if the said omission came to light at a later date;

  c. In case where the criteria specified in sub-clauses a) and b) are not applicable, an event/information may be treated as being material if in the opinion of the Board of Directors of the Company, the event / information is considered material.

  Identification of Material Event or Information
  a) Quantitative Factors:

  Where the value involved in an event or the impact of an event exceeds 10% of total revenue or profit before tax or 20% of the net worth. The said thresholds shall be determined on the basis of audited consolidated financial statements of last audited financial year.

  b) Qualitative Factors:

  Material qualitative factors to be considered which includes;

  1.Potential breach of Laws and/or Regulations

  2.Involvement of Fraud

  3.Inadequate disclosure or misclassification in financial reporting

  4.Disruption of the operations of the Company

  Procedural Guidelines for determination of materiality of events
  The Board of Directors of the Company has authorized the Managing Director to determine the materiality of any event or information for the purpose of making disclosure to the Stock Exchange(s).

  If the Managing Director is of the opinion that issuance of a disclosure announcing the material information, except events specified in sub-para 4 of Para A of Part A of Schedule III of Listing Regulations, would be unduly detrimental to the Company's interest (for example, when it is likely to impair an ongoing negotiation), the Managing Director may determine the period for which the confidentiality shall be maintained and shall issue directions to the specified persons, as per the Code of Conduct for Prohibition of Insider Trading adopted by the Company, pursuant to Securities Exchange Board of India (Prohibition of Insider Trading) Regulations 2015, who are aware of the information to keep all such information confidential.

  If the Managing Director is not certain about the materiality of the event or information, the matter may then be referred to the external legal counsel for advice.

  Authorisation for Disclosures

  The Managing Director has been authorized to disclose for the disclosure of the event or information that qualifies for disclosure as per Regulation 30 of the Listing Regulations.

  All such events or information shall be disseminated on the website of the Company. The Company shall refrain from commenting on any market rumors and speculations. However, at times the Stock Exchanges might require clarification on the market rumors which will be dealt with by the Managing Director accordingly.

  Policy Review

  This Policy shall be subject to review as may be deemed necessary and in accordance with any regulatory amendments.

• Policy for appointment of Director, Key Managerial Personnel (“KMP”) and Senior Management Appointment Criteria, Performance Evaluation and Removal:
  

  The Director, KMP and Senior Management shall possess adequate qualification, experience and expertise and the following attributes/skills:

  a) Cultural fit and personal values.

  b) Vision and strategic management.

  c) Change management and ability to influence change.

  
  

  An independent director shall have an impeccable reputation of integrity, deep expertise, insights and complementary skills and shall meet the requirements prescribed under the Companies Act, 2013 and the Listing Regulations.

  The Nomination and Remuneration Committee (“Committee”) shall carry out an evaluation of performance of every Director, KMP and Senior Management on a yearly basis.

  Due to any reasons for disqualification mentioned in the Companies Act, 2013 or under any other applicable Act, rules and regulations thereunder, the Committee may recommend, to the Board, with reasons recorded in writing, the removal of a Director, KMP or Senior Management (subject to the provisions and compliance of the said Act, Rules and Regulations).

  
  

  Remuneration Policy for Directors, Key Managerial Personnel and other employees:

  A.Non-Executive Director (“NED”), other than a director nominated by Compagnie de Saint-Gobain:

  The sitting fee payable to the NEDs for attending the meetings of the Board and its Committees is based on the following criteria:

  a. For Board and Audit Committee meetings sitting fees of Rs 50,000 per meeting

  b. For all other Committee meetings sitting fees of Rs. 30,000 per meeting

  
  

  The NEDs shall be paid commission up to an aggregate amount not exceeding 1% of the net profits of the Company for the year. The Company has no stock options and no plans to introduce stock options

  
  

  B.Managing Director, Key Managerial Personnel and other employees:

  The Remuneration Policy of the Company recognizes and is based on position and performance. It is aimed at attracting and retaining high-caliber talent. The quantum of an employee’s remuneration and its components varies across grades and is determined by industry practices and comparisons, qualifications, experience, responsibilities and performance. Most employees are covered by an incentive plan which is linked to the performance of the Department/Function/ Business/ Company against annual objectives. The remuneration system maintains a balance between fixed and variable pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

  The Managing Director is eligible for commission upto an aggregate amount not exceeding 1% of the net profits of the Company for the year.

  The Company has no stock option plans. Some of the employees are eligible for Performance Shares of Compagnie de Saint-Gobain and all employees are eligible to purchase shares of Compagnie de Saint-Gobain under the Employee Share Purchase Plan.

  The above criteria and policies are subject to review by the Nomination and Remuneration Committee and the Board of Directors of the Company.

  
  

• Record Retention And Destruction Policy

  Purpose and Scope :
  The purpose of the policy is to ensure the maintenance of necessary records and documents, including original documents and reproductions, of Grindwell Norton Limited ("the Company"), in accordance with all applicable laws and regulations.The policy is framed for the purpose of systematic retention and destruction of documents received or created in the course of business. The policy would have guidelines on identification of documents to be retained, retention period and destruction of the same.

  Documents covered :
  This Policy applies to all official records both paper document and electronic records generated in the course of the Company's operations.

  Administration :
  a) The Record Retention Schedule has been approved by the Board of Directors for initial maintenance, retention and disposal of physical records.
  
  b) The Chief Financial Officer shall appoint a Records Administrator whose duty will be to administer this policy and implement reasonable processes and procedures concerning the Record Retention Schedule.
  
  c) The Records Administrator will arrange for every officer and employee of the Company, who may have control over or is responsible for the Company's documents, to be informed about this Policy.
  
  

  Suspension of record disposal in event of litigation or claims :
  In case a document or record is associated with any litigation or investigation or audit concerning the Company, disposal of documents shall be suspended until such time as the Administrator, with the advice of the concerned authorities including counsel, determines otherwise. The Administrator shall take such steps as are necessary to promptly inform all concerned employees of any suspension in the further disposal of relevant documents.

  Confidentiality and Ownership :
  All records are the property of the Company, and employees are expected to hold all business records in confidence and to treat them as the Company's assets. Records must be safeguarded and may be disclosed to parties outside of the Company only upon proper authorization. Any court order or other request for documents received by employees, or questions regarding the release of the Company's records, must be directed to the Records Administrator prior to the release of such records. Any records of the Company in possession of an employee must be returned to the employee's supervisor or the Records Administrator upon termination of employment.

  Policy review :
  The Policy shall be subject to review as may be deemed necessary and in accordance with any regulatory amendments.
  
  

• Grindwell Norton Ltd - Dividend Distribution Policy

  As per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended, the Company is required to formulate a Dividend Distribution Policy which shall be disclosed in its Annual report and on its website.

  1. Objective:
  The Objective of the policy is to appropriately reward its shareholders by sharing a portion of its profits after retaining sufficient funds for growth of the Company. The Company would ensure that the right balance is maintained between dividend payout and amount of profit to be retained for utlisation in the business.

  2. Parameters for declaration of Dividend:
  2.1 In line with the objective, the Board of Directors of the Company shall consider the following internal and external factors before declaring or recommending dividend to the shareholders:
  
  a) Profit earned during the financial year
  
  b) Capital expenditure requirements
  
  c) Operating cash flows and treasury position
  
  d) Cash Retention for contingencies of an exceptional amount.
  
  e) Acquisitions or new investments requiring higher allocation of capital
  
  f) Higher working capital requirements affecting free cash flow
  
  g) External economic environment
  
  h) Legal and regulatory framework
  
  The Board may declare interim dividend as and when they consider it fit, and recommend final dividend to the shareholders for their approval in the general meeting of the Company.
  
  2.2 Circumstances under which dividend payout may or may not be expected:
  
  The Board shall consider the factors provided above under para 2.1, before determination of any dividend payout after analyzing the prospective opportunities and threats, viability of the options of dividend payout or retention etc. The decision of dividend payout shall, mainly be based on the aforesaid factors considering the balanced interest of the shareholders and the Company.
  
  2.3 Manner of utilization of Retained earnings:
  
  The Board may retain earnings in order to make better use of the available funds and increase the value of the stakeholders in the long run. The decision of utilization of the retained earnings of the Company shall be based on expansion plan, diversification, long term strategic plans or other such criteria as the Board may deem fit from time to time.
  
  2.4 Parameters adopted with regard to various classes of shares:
  
  At present, the issued and paid-up share capital of the Company comprises only equity shares. As and when the Company issues other kind of shares, the Board of Directors may suitably amend this Policy.

  3. Disclosure:
  The Company shall make appropriate disclosures as required under the SEBI Regulations.

  4. General
  The Company reserves its right to alter, modify, add, delete or amend any of the provisions of this Policy. This policy shall be subject to revision /amendment in accordance with the relevant regulatory frame work. In case of inconsistency between the revision/amendment under regulatory frame and the provisions of this policy, then such revision/amendment shall prevail.