Mr. Subodh Satchitanand Nadkarni

Chairman

Mr. Subodh Satchitanand Nadkarni (Director Identification No. 00145999) is an Independent Director of our Company.

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 a wide experience in Finance, Commerce, Project Management, Sales, Marketing, Human Resources Management, General Administration and leading International Operations. He was associated with Godrej Soaps Limited as the Financial Controller. He was the Managing Director and CEO of Sulzer India Limited.

He has more than 40 years of experience and held various senior management and leadership positions across Asia, Middle East and Europe in Sulzer Group, Switzerland. Currently, he is the Senior Advisor (Asia Pacific, Australia), Sulzer Singapore.

Dr. Archana Niranjan Hingorani

Independent Director

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. Kaustubh Govind Shukla

Independent Director

Mr. Kaustubh Govind Shukla (Director Identification Number: 10580359) is an Independent Director of our Company.

He serves as an Advisor to Godrej & Boyce Mfg. Co. Ltd. providing inputs on Strategy, Technology and Business Development. He was formally the Chief Operating Officer (COO) of the Industrial Products Division at Godrej & Boyce for nearly two decades (from 2002 till Aug 2021).

• The Industrial Products Division (a Strategic Business Unit) is a consortium of four Divisions, each serving different industry segments.
• Process Equipment - Serving Oil & Gas, Petrochemical, Power, Fertilizers.
• Tooling - Serving Auto (Two & Four-Wheelers), Railways, Consumer Durables.
• Aerospace - Space, Civil Aviation, Defence.
• Precision Engineering - Nuclear Power, Land and Naval Systems for Defense, Wind & Steel.
• The independent SBU is responsible for all business functions; there is dual reporting for Finance & Personnel, Legal counsel & EXIM compliances are handled at corporate level.
• He has successfully led the Divisions to evolve as leaders in respective industries and emerge as organizations of choice by customers, employees, and vendors with specific emphasis on Values, Ethics and Sustainability.
• Three of the Four Divisions were awarded with TPM Excellence by Japan Institute of Plant Maintenance JIPM, and one of the Division received the CII-EXIM Business Excellence Award.
• Prior to the COO role, he has managed senior positions across different divisions in functions like Marketing, Sales, HR, Manufacturing & Systems. He has been an active participant in several prominent industry association and served them in different capacities. A few of them are:
  • Trustee of the Indian Nuclear Society.
  • Co-Chairman of SIDM’s Aeronautical Sub-committee.
  • Secretary of the Indian Atomic Industries Forum.
  • Member of National Defence Committees of CII and FICCI.
  • Member of Board of the TPM Club of India under CII Institute of Quality.

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:

• Inventing and promoting sustainable buildings
• Limiting our environmental impact
• Encouraging employees’ professional growth
• Supporting local community development
• Taking actions across the value chain
• Ensuring that its business practices meet the highest standards of corporate governance and ethics

Within this, GNO’s CSR agenda comprises of: 

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

Scope: 

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.

Governance mechanism: 

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.

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 - 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.

Impact Assessment: 

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: 

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.

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 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.

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.

Regulatory Framework 

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;

or

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.

4.Authorisation 

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).

5.Disclosure Process 

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.

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:

• Cultural fit and personal values.
• Vision and strategic management.
• 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  ₹ 60,000 per meeting

b. For all other Committee meetings sitting fees of  ₹ 40,000 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.