Video Recording -Investor Meet 2022Annual Reports
73rd AGM Video Recording72nd AGM Video Recording71st AGM Video RecordingClick here to read moreClick here to read more
The paid up Equity share capital of the Company is Rs. 55,36,00,000/- divided into 11,07,20,000 equity shares of Rs.5/- each.
Address for Correspondence Authorized Key Managerial Personnel : (Pursuant to Regulation 30(5) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation,2015) Mr. Santhanam Managing Director Leela Business Park, 5th Level, Andheri – Kurla Road, Marol, Andheri (East), Mumbai – 400 059 Tel : 022 - 4021 2121
Company Secretary & Compliance Officer, Nodal Officer and Designated official for assisting and handling investor grievances: Mr. K. Visweswaran, Grindwell Norton limited, Registered office : Leela Business Park, 5th Level, Andheri – Kurla Road, Marol, Andheri (East), Mumbai - 400 059 Tel : 022 - 4021 2121 Fax : 022 - 4021 2102 Corporate Identity Number (CIN) : L26593MH1950PLC008163
Registrars and Share Transfer Agents : TSR Darashaw Consultants Private Limited C-101, 1st Floor, 247, Park, L.B.S. Marg, Vikhroli (West), Mumbai 400083, Tel : + 91 22 6656 8484, Fax : + 91 22 6656 8494,
Web: www.tcplindia.co.in,Email : firstname.lastname@example.org
Investor Relations : Email : email@example.com
*Please mention the folio number (if you hold physical shares) or the DP ID and Client ID (if your holdings are dematerialized) in all your correspondence.Stock Market Info
Stock Exchange Stock Code BSE Limited 506076 National Stock Exchange of India Ltd. (from 11th September, 2006) GRINDWELL ISIN For NSDL/CDSL INE536A01023
intimation to shareholders
MANDATORY FURNISHING OF PAN, KYC DETAILS, NOMINATION BY HOLDERS OF PHYSICAL SECURITIES AND ISSUANCE OF SECURITIES IN DEMATERIALIZED FORM IN CASE OF INVESTOR SERVICE REQUESTSD
With reference to SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 datedNovember 3, 2021,and SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021, (“SEBI Circular”), SEBI has introduced common and simplified norms for processing Investor’s service request by RTA and norms for furnishing of PAN, KYC details and Nomination
by holders of physical securities.
The shareholders who have not provided the following details/documents are mandatorily required to furnish the following documents / details to the Company’s Registrars and Share Transfer Agents, TSR Consultants Private Limited (‘RTA’):
• Permanent Account Number (‘PAN’)
• Contact Details
• Bank Account details
• Specimen Signature
In this connection, please find below the links of the following forms notified by SEBI:
Form ISR-1 (Request for registering PAN, KYC details or changes / updation thereof)
Form ISR-2 (Confirmation of signature of securities holder by the Banker)
Form ISR-3 (Declaration Form for opting-out of Nomination by holders of physical securities)
Form No. SH-13 (Nomination Form)
Form No. SH-14 (Cancellation or Variation of Nomination)
Form ISR-4 (Request for issue of Duplicate Certificate and other Service Requests)
Please note in case of mismatch in the signature of the holder or if the Signature Card is not available in the records of the RTA, then the holder(s) / claimant(s) shall be required to furnish original cancelled cheque and banker’s attestation of the signature as per Form ISR-2.
Investors shall continue to use Form No. SH-13 and Form No. SH-14 for declaration of nomination and change in nomination respectively. However, in case Investor wants to opt-out of nomination, Form ISR-3 shall be submitted with the RTA.
Investors are requested to ensure the above details are updated with the RTA on or before May 31, 2023, failing which, the folios for which the above details are not available thereafter shall be frozen by the RTA.
Shareholders are advised to link their PAN with Aadhar Number, as any folios in which PANs are not linked with Aadhaar Numbers by the cut-off date of March 31, 2023 or any other date specified by the CBDT, will be frozen. Consequently, starting from April 1, 2023, or any other date specified by the CBDT, RTAs will only accept service requests from shareholders who have operative PAN (i.e. PAN linked with Aadhaar Number).
Further, as per the SEBI circular November 3, 2021, the frozen folios shall be referred by RTA/ Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and or Prevention of Money Laundering Act, 2002, after December 31, 2025.
The above Forms are required to be submitted to the RTA of the Company at the below mentioned address:
TSR Consultants Private Limited
C-101, 1st Floor, 247, Park
L.B.S. Marg, Vikhroli (West)
Tel: + 91 22 6656 8484
Fax: + 91 22 6656 8494
Relevant SEBI Circulars are as follows:
Common and Simplified Norms for processing investor’s service request by RTAs and norms for furnishing PAN,KYC details and Nomination.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021.
Model Tripartite Agreement between the Issuer Company, Existing Share Transfer Agent and New Share Transfer Agent as per Regulation 7(4) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.
SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/79 dated May 25, 2023.
Clarifications with respect to Circular dated November 3, 2021, on ‘Common and simplified norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination’.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021.
Issuance of Securities in dematerialized form in case of Investor Service Requests.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/ dated 8 January 25, 2022.
Common and simplified norms for processing investor’s service requests by RTAs and norms for furnishing PAN, KYC details and Nomination.
SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16,2023.
Extension of timelines (i) for nomination in eligible demat accounts and (ii) for submission of PAN, Nomination and KYC details by physical security holders; and voluntary nomination for trading accounts till December 31, 2023.
SEBI/HO/MIRSD/POD-1/P/CIR/2023/158 dated September 26, 2023
- Common and Simplified Norms for processing investor’s service request by RTAs and norms for furnishing PAN,KYC details and Nomination.
Press Release - Commissioning of a Paper Maker facility in Company’s Bengaluru campus to manufacture paper based abrasive products.
Disclosure under Regulation 30
Sale of equity shares of Joint Venture Company to Shinagawa Refractories Co. Ltd, Japan_October 19, 2023Newspaper advertisement-Notice to the Shareholders of 73rd Annual General Meeting, Dividend Information and Book Closure_July 18, 2023Update on Scheme of amalgamation of PRS Permacel Private Limited, Wholly Owned Subsidiary with Grindwell Norton Limited_July 4, 2023Update on Scheme of amalgamation of PRS Permacel Private Limited, Wholly Owned Subsidiary with Grindwell Norton LimitedOutcome of Board Meeting (Financial Results, Dividend recommendation, Book Closure & AGM) dated May 6, 2023Disclosure of Regulation 30 Notice of Postal Ballot Notice, Appointment of Director and Whole-Time Director
- intimation to shareholders
Notice of Annual General Meeting
- Resignation Letter
- Postal Ballot NoticeScheme of AmalgamationFinancial Results
Shareholding PatternUnclaimed and Unpaid Dividends
Year Apr - Jun Jul - Sep Oct - Dec Jan - Mar 2023-24 Q1,**SAF Q1,**SAF, ^HY-RPT - - 2022-23 Q1,**SAF Q2,**SAF, ^HY-RPT Q3,**SAF Q4,**SAF,^HY-RPT 2021-22 Q1,**SAF Q2,**SAF, ^HY-RPT Q3,**SAF Q4,**SAF, ^HY-RPT 2020-21 Q1,**SAF Q2,**SAF, ^HY-RPT Q3,**SAF Q4,**SAF, ^HY-RPT 2019-20 Q1,**SAF Q2,**SAF, ^HY-RPT Q3,**SAF Q4,**SAF, ^HY-RPT 2018-19 Q1,**SAF Q2,**SAF Q3,**SAF Q4,**SAF, ^HY-RPT 2017-18 Q1,**SAF Q2,**SAF Q3,**SAF Q4,**SAF 2016-17 Q1,**SAF Q2 ,**SAF Q3,**SAF Q4,**SAF 2015-16 Q1 ,**SAF Q2 ,**SAF Q3 ,**SAF Q4 ,**SAF 2014-15 Q1 ,**SAF Q2 ,**SAF Q3 ,**SAF Q4 ,**SAF Click here to read more 2013-14 Q1 Q2 Q3 Q4 2012-13 Q1 Q2 Q3 Q4 2011-12 Q1 Q2 Q3 Q4 2010-11 Q1 Q2 Q3 Q4 2009-10 Q1 Q2 Q3 Q4 Click here to read less
** Standalone Financials ,^ Half Yearly disclosure on Related Party Transactions
Transfer of Shares to IEPFCorporate Governance
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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 and Committees
Board of Directors
Name of the Director Category Mr. Keki M. Elavia
Independent, Non-Executive Mr. Jean-Claude Lasserre
Additional Non-Executive Dr. Archana Niranjan Hingorani
Independent, Non-Executive Mr. Subodh Satchitanand Nadkarni
Independent, Non-Executive Mr. Sreedhar Natarajan
Non-Executive Mr. B.Santhanam
DIN 00494806 (Managing Director)
Executive Mr. David Eric Molho
Non-Executive Mr. Krishna Prasad
Executive Mr. Aakil Mahajan
Name Category Mr. Subodh S. Nadkarni (Chairman) Independent, Non-Executive Mr. Keki M. Elavia Independent, Non-Executive Dr. Archana N. Hingorani 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. David Eric Molho Non-Executive
Stakeholders Relationship Committee
Name Category Dr. Archana N. Hingorani (Chairman) Independent, Non-Executive Mr. Krishna Prasad Executive Mr. B. Santhanam Executive
Corporate Social Responsibility Committee
Name Category Mr. Keki M. Elavia (Chairman) Independent, Non-Executive Mr. B. Santhanam Executive Mr. David Eric Molho Non-Executive
Risk Management Committee
Name Category Dr. Archana Hingorani(Chairman) Chairman, Independent, Non-Executive Mr. B. Santhanam Executive Mr. Subodh Nadkarni Independent, Non- Executive
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).
Familiarisation Programme for Independent Directors
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 managersUpdation 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 analysisThe details of familiarization programmes imparted to independent directors are as follows:Details of familiarization programmes as on 31st March 2023
Date of Training
Number of Hours
May 5, 2022
May 6, 2022
December 13, 2022
Cumulative Number of hours spent as on 31st March 2023
Details of familiarization programmes as on 31st March 2022
Date of Training
Number of Hours
December 3, 2021
Cumulative Number of hours spent as on 31st March 2022
Details of familiarization programmes as on 31st March 2021
Date of Training
Number of Hours
December 4, 2020
Cumulative Number of hours spent as on 31st March 2021
Details of familiarization programmes as on 31st March 2020
Date of Training
Number of Hours
6th December 2019
Cumulative Number of hours spent as on 31st March 2020
Details of familiarization programmes as on 31st March 2019
Date of Training
Number of Hours
1st November 2018
6th December 2018
Cumulative Number of hours spent as on 31st March 2019
Details of familiarization programmes as on 31st March 2018
Date of Training
Number of Hours
1st November 2017
7th December 2017
Cumulative Number of hours spent as on 31st March 2018
Details of familiarization programmes as on 31st March 2017
Date of Training
Number of Hours
3rd November 2016
20th December 2016
Total Number of hours spent as on 31st March 2017
Details of familiarization programmes as on 31st March 2016
Date of Training
Number of Hours
14th May 2015
29th October 2015
9th December 2015
Total Number of hours spent as on 31st March 2016
Notice of Board Meeting
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: firstname.lastname@example.org Website: www.grindwellnorton.co.inNOTICE
This is to inform you that the fourth meeting of the financial year 2023-24 of the Board of Directors of the Company will be held on Wednesday, November 8, 2023, inter alia, to:
consider and approve the unaudited financial results of the Company for the quarter and half year ended September 30, 2023.
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
Company Secretary Place: Mumbai
Membership No. A16123 Date: 23rdOctober 2023
Notice of AGM, Book Closure and e-Voting
Voting Results and Scrutinizers Report
73rd Annual General Meeting :72nd Annual General Meeting :71st Annual General Meeting :70th Annual General Meeting :69th Annual General Meeting :68th Annual General Meeting :67th Annual General Meeting :66th Annual General Meeting :65th Annual General Meeting :Postal Ballot :
Policy on Materiality of the Related Party Transaction and On Dealing with Related Party Transaction
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 Rules framed thereunder and Securities Exchange Board of India (Listing Obligation and Disclosure Requirements ) Regulations 2015 (“Listing Regulations” ).
The Policy is intended to ensure the review, approval and reporting of Related Party Transactions in compliance with applicable laws and regulations.
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 transaction 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 5% 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.
POLICY AND PROCEDURE
All Related Party Transactions shall require prior approval of the Committee in accordance with this Policy.
Identification of Related party and Related Party Transactions
The Company shall periodically identify and update the list of related parties as prescribed under Section 2(76) of the Act read with the Rules framed thereunder and Regulation 2 of the Listing Regulations.
Every Director and Key Managerial Personnel (KMP) shall, at the time of appointment, annually and whenever there is any change in the information already submitted, provide the requisite information about all persons, firms, entities in which he is interested, whether directly or indirectly, to the Company Secretary
The Company shall identify related party transactions in accordance with Section 188 of the Act and Regulation 2 of the Listing Regulations (as amended from time to time).
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.
Only Independent Directors who are members of the Committee shall review and approve the Related Party Transactions.
Any member of the Committee who has a 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.
The Committee after considering the repetitiveness and requirement of the transactions shall accord an omnibus approval in line with this policy. Where the need for the related party cannot be foreseen and the aforesaid details are not available, the Committee may grant approval for such transactions for a value not exceeding Rs. 1 Crore for such transactions. In an unforeseen event where a Related Party Transaction, for which Omnibus approval has not been given by the Audit Committee, needs to be entered due to business exigencies between two Audit Committee meetings, the Audit Committee may approve such Related Party Transaction by passing a resolution by circulation, after satisfying itself that such transaction is in the interest of the Company.
If the transaction approved by the Committee is modified by more than 20% (Material Modification) the Company shall place the same before the Committee for their further approval.
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 the 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.
- • Contribution to Corporate Social Responsibility (CSR) obligations, subject to the approval of CSR Committee and within the overall limits approved by the Board of Directors of the Company.
- • Any benefits, interest arising to Related Party solely from the ownership of Company’s shares at par with other holders, for example, dividends, right issues, stock split or bonus shares approved by the Nomination and Remuneration Committee or any other Board composed committee.
DISCLOSURE AND REPORTING
The Company shall disclose the Related Party Transactions in the Annual Report in compliance with the Companies Act, 2013 and relevant Accounting Standards.
The Company shall also provide the details of the Related Party transactions to the stock exchange as per the requirement of Listing Regulations.
REVIEW OF THE POLICY
This Policy shall be reviewed by the Board of Directors once in two years or as and when there are changes in the Regulations/law relating to Related Party Transactions as may be recommended by the Committee.
This Policy will be communicated to all operational employees and other concerned persons of the Company.
Corporate Social Responsibility Policy
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 of its strategy of sustainable development and this strategy is guided by the Saint-Gobain purpose of “MAKING THE WORLD A BETTER HOME”. CSR impacts every aspect of how it conducts its business and is far more than philanthropy.
Saint-Gobain’s Corporate Social Responsibility Policy for India 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’s 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.
GNO is committed to spend the amount as prescribed under section 135 Companies Act, 2013 (“Act”), in the activities specified in Schedule VII of the said Act and Rules framed thereunder.
GNO’s CSR Policy is framed and governed by the Board of Directors of the Company. The Board has constituted the CSR Committee comprising an Independent Chair to monitor the policy and the programs from time to time and to ensure that they are in line with the Companies Act, 2013, and the Rules framed thereunder. Every year, the CSR committee will place the CSR programmes to be carried out during the financial year, along with any recommendations, for the approval of the Board of Directors.
The Board will consider and approve the CSR plan. The Board may also modify the CSR plan during the financial year based on the recommendation of the CSR Committee. The CSR Committee is responsible for reviewing all such programs on a periodical basis and submitting reports to the Board for review. The progress monitoring and review mechanism will be aligned with the Companies Act, 2013.
The Company’s CSR programs shall be implemented by the Company personnel or through an external agency or through the Saint-Gobain India Foundation - a non-profit company promoted by Saint-Gobain group in India - for implementing CSR initiatives or any other trust or foundation who have competencies in implementation of the identified CSR activities.
The CSR programmes will be monitored to ensure the objectives are achieved and an impact assessment where required by the Act will be carried out and the same will form part of the CSR Report of the Company.
CSR expenditure will include all direct and indirect expenditure incurred by the Company on CSR programmes undertaken in accordance with the approved CSR Plan.
The provisions of this CSR policy is subject to revision/amendments by CSR Committee and Board of Directors in accordance with provisions of the Act and Rules made thereunder.
Annual Report on CSR Activities - 2020-21 Business Responsibility Report - 2020-21
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 for Fair Disclosures and Legitimate Policy
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:
- 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.
- To make, uniform and universal dissemination of unpublished price sensitive information, with intent to avoid selective disclosures.
- 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.
- To ensure, prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently, or otherwise to make such information generally available.
- To provide appropriate and fair response to queries on news reports and requests for verification on market rumours by regulatory authorities.
- The Company will ensure that, information if any, shared with analysts and research personnel is not unpublished price sensitive information.
- 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.
- To handle all unpublished price sensitive information on a need-to-know basis.
“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.
- 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
- procure from or cause the communication by an Insider of UPSI, relating to the Company or its securities.
- Provided that nothing contained above shall be applicable when an UPSI is communicated, provided, allowed access to or procured.
- 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
- in the event the Board of Directors directs or causes the public disclosure of UPSI in the best interest of the Company.
- 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
Policy for Determination of Materiality
The Securities and Exchange Board of India (‘SEBI’) issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) which imposes obligation on the listed entity with a continuous disclosure that come into effect from December 1, 2015. Listing Regulations mandates listed entities to formulate a Policy for determining materiality of events or information that warrant disclosures as specified in the Listing Regulations. It is in this context that the Policy on Determination of Materiality for Disclosures (“Policy”) is being framed and implemented
Objective of the Policy
The objectives of this Policy are as follows:
2.1 To comply with the provisions of the Listing Regulations, as amended from time to time.
2.2 To lay the principles for determining materiality of events/information which require disclosure to the Stock Exchanges where the specified securities of the Company are listed.
2.3 To ensure uniformity in the Company’s approach towards making disclosures of materiality of events/information.
Guidelines for determining materiality of events/information
1.All events/information stated in Para A of Part A of Schedule III to the Listing Regulations (as listed in Annexure I of this Policy) are deemed to be material.
2.In respect of events/information state din Para B of Part A of Schedule III to the Listing Regulations (as listed in Annexure II to this Policy), the Authorised Officers shall consider the following criteria for determination of materiality of events/information:
a.The omission of an event or information, which is likely to result in discontinuity or alteration of event of information already available publicly;
b. the omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date; or
c. the omission of an event or information, whose value of the expected impact in terms of value, exceeds the lower of the following:
I. two percent of turnover, as per the last audited consolidated financial statements of the listed entity;
II. two percent of net worth, as per the last audited consolidated financial statements of the listed entity, except in case the arithmetic value of the net worth is negative;
III.five percent of the average of absolute value of profit or loss after tax, as per the last three audited consolidated financial statements of the listed entity.
In case where the criteria specified hereinabove is not applicable, an event or information may be treated as being material if in the opinion of the Board of Directors of the Company,the event or information is considered material.
The Managing Director, Executive Director, Chief Financial officer and Company Secretary of the Company (“Authorised Officers”) are authorized to determine the materiality of an event or information and make necessary disclosure to the stock exchange(s).
Any event or information, including the information specified in Para A and Para B of Part A of Schedule III of the SEBI Listing Regulations shall be immediately informed by the relevant employees to the Managing Director, Executive Director, Chief Financial Officer and Company Secretary upon occurrence, with adequate supporting data/information, to facilitate a prompt and appropriate disclosure to the stock exchanges. In case where the criteria specified hereinabove is not applicable, an event or information may be treated as being material if in the opinion of the Board of Directors of the Company, the event or information is considered material.
The Authorised Officers shall be responsible and authorized for evaluating/ascertaining the materiality of the events considering the nature and its disclosure after taking into consideration the various provisions of the Regulations and this Policy. Post evaluation if the event/information is considered material, adequate disclosure shall be made to the stock exchange(s)..
6.Policy Review & Amendment
The Policy shall be reviewed as and when required to ensure that it meets the objectives of the relevant regulation and remains effective. The Board of Directors has the right to later, modify, add, delete or amend any of the provisions of this Policy at its discretion.
Any subsequent amendment / modification in the Listing Regulations, Act and/or applicable laws in this regard shall automatically apply to this Policy.
7.Dissemination of the Policy
As per the provisions of the Listing Regulations, the Policy shall be disclosed on the website of the Company.
- Nomination and Remuneration Policy
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.
- Archival Policy
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.
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.
- Dividend Distribution Policy
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.
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.
The Company shall make appropriate disclosures as required under the SEBI Regulations.
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.
- Whistleblower Policy
- EHS Policy
- Quality Policy