The directors have pleasure in presenting their 60^th Annual Report together with the audited annual accounts of the Company for the financial year ended March 31, 20I8.

FINANCIAL RESULTS

(Rs. in Million)

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.60 per equity share of face value of Re. 1/- each (i.e. 60%) on the equity share capital of Rs. 226.7I Million for the financial year ended March 31, 2018 and seeks your approval for the same. The dividend paid for the previous financial year was 40% i.e. Re. 0.40 on equity shares of face value of Re. 1/- each.

OPERATIONS

During the year under review, Company recorded a 15.69% growth in Net Revenues. Profit before Tax registered a 18.38% growth and the Net Profit of the Company improved by 9.64%.

A full analysis and discussion on the business outlook is included in this Annual Report under the heading ‘Management Discussion and Analysis' as Annexure ‘A’ to this Report.

MATERIAL CHANGE

Last year, Company set up a new plant for production of paints at Dadra and it started operations in January, 20I7 with an installed capacity of 5,000 KL p.a. Company is currently in the process of expanding the said plant with an additional capacity of around 5,000 KL p.a. which is expected to be completed by December, 2018.

SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS OR COURTS

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

SHARE CAPITAL

As on March 31, 2018, the paid-up equity share capital of your company is Rs. 226.71 Million consisting of 22,67,05,750 Equity Shares of Re.1/each fully paid up. During the year under review, the Company has not issued shares with differential voting rights nor has it granted any Stock Options or Sweat Equity Shares. As on March 31, 2018, none of the directors of the Company held instruments convertible into equity shares of the Company.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI Listing Regulations forms an integral part of this Report. (Annexure ‘B’)

The requisite certificate from Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance of SEBI Listing Regulation is attached to the report on Corporate Governance. (Annexure ‘C’)

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has been adopting this concept even before commencement of Companies Act, 20I3. As a responsible corporate citizen, the Company has been undertaking and participating in the various socially important activities in the fields of health, education, gender equality, ecological balance, environmental sustainability among others. The Company has also framed a CSR policy in accordance with the provisions of the Companies Act, 20I3 and rules made there under. The contents of the CSR policy are disclosed on the website of the Company (www. growel.com/Page/csr). CSR activities carried out by the Company are in accordance with Schedule VII of the Act and CSR policy of the Company.

The brief report of the Corporate Social Responsibility (CSR) activities carried out by the Company during the year are set out in Annexure ‘D’ of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 20I4. During the year under review, Company has spent Rs. I.04 Million towards CSR activities against Rs. II.49 Million to be spent as per Section I35 of the Companies Act, 20I3. Despite undertaking various CSR activities, the Company was unable to spend the required amount since enough projects and opportunities were not available. Company is in the process of identifying specific projects, which can contribute to the overall social and economic growth, development and prosperity of the communities and society as a whole residing in the vicinity of the operations of the Company. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new / revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same

The Company has an Internal and operational audit departments headed by Professional and experience personnel. The main thrust of Internal Audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual, which is reviewed each year in consultation with the Statutory Auditor of the Company and the Audit Committee. To maintain its objectivity and effectiveness, the Internal Audit function reports directly to the chairman / CEO of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of Section I77(9) of the Companies Act, 20I3 and the Regulation 22 of SEBI Listing Regulations, the Board of Directors of the Company has framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company to report genuine concerns about any instance of unethical behaviour, fraud or violation of Company's Code of conduct directly to the Management.

The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provisions for direct access to the Chairman of the audit Committee in exceptional cases. None of the personnel of the company has been denied access to the Audit Committee. During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company. The whistle Blower Policy is displayed on the Company's website viz. www.growel.com

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section I34(3)(a) of the Companies Act, 20I3 read with Rule 8 of Companies (Accounts) Rules, 20I4 and Rule I2 of Companies (Management & Administration) Rules, 20I4, Extract of the Annual Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure ‘E’ attached herewith and which forms part of this Report.

FIXED DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits' in terms of Section 73 of the Companies Act, 20I3 read with the Companies (Acceptance of Deposit) Rules, 20I4 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 20I3 is not applicable.

LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments given / made during the financial year under review and governed by the provisions of Section I86 of the Companies Act, 20I3 forms part of the notes to the financial statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS

All the transactions / contracts / arrangements of the nature as specified in Section I88(I) of the Companies Act, 20I3 entered by the Company during the year under review with related party(ies) are in ordinary course of business and on arm's length. Further none of such transactions / contracts / arrangements with promoters, directors, Key Managerial Personnel or other designated persons are material (i.e., satisfying the criteria provided in first proviso of section I88(I) of the Companies Act, 20I3) in nature. Hence, no particulars in form AOC - 2 are furnished. Kindly refer the financial statements for the transactions with related parties entered during the year under review.

Prior omnibus approval of the Audit Committee is obtained for the transactions. A statement giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval. The policies on related party transactions which are on arms length basis are available on www.growel.com/subpage/policies.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

As per provisions of Companies Act, 20I3 and in terms of Articles of Association of the Company, Shri Umeshkumar More, Whole-time Director designated as Chairman of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment. The board recommends his re-appointment.

During the year under review, Smt. Pallavi More, Whole-time Director of the Company resigned w.e.f. closing of business hours of February 7, 2018, due to personal reason. The board places on record its appreciation for the services rendered by her during the tenure of directorship.

During the year under review, Shri Madan Mohan Chaturvedi, Independent Director of the Company expired on November I0, 20I7, due to illness. The board places on record the valuable contribution made by Late Shri Madan Mohan Chaturvedi during his tenure as Independent Director.

Late Shri Madan Mohan Chaturvedi was chairman of Nomination and Remuneration Committee and member of Audit Committee. Consequent upon his death, Shri Tarun Kumar Govil was appointed chairman of the Nomination and Remuneration Committee and Shri Yogesh Samat was inducted as a member of the Audit Committee w.e.f. November I3, 20I7.

Pursuant to the Companies Act, 20I3, in the 56th Annual General Meeting of the Company held on July 31, 20I4, members appointed Shri Suresh Pareek and Shri Tarun Kumar Govil as Independent Non-executive Directors of the Company to hold office for a period of 5 (Five) consecutive years i.e. from July 31, 20I4 to July 30, 20I9, not liable to retire by rotation.

As per provision of Section I49(I0) of the Act, an Independent Director shall hold office for a term upto five consecutive years on the board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term of upto five consecutive years on the board of the Company.

In the opinion of the board, Shri Suresh Pareek and Shri Tarun Kumar Govil, possesses appropriate skills, experience and knowledge and fulfil the conditions as specified under the Act, Rules and SEBI Listing Regulations for re-appointment as an Independent Non-executive Directors of the Company and are independent of the management. Further they offer themselves for re-appointment. The board considers that their continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Shri Suresh Pareek and Shri Tarun Kumar Govil as Independent Directors.

The board, based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections I49, I50, I52 read with Schedule IV and any other applicable provisions, if any of the Act and the Companies (Appointment and Qualification of Directors) Rules, 20I4 and Regulation I6(I)(b) of SEBI Listing Regulations, proposes re-appointment of Shri Suresh Pareek and Shri Tarun Kumar Govil, as Independent Directors for another term of five consecutive years from July 31, 2019 to July 30, 2024.

Brief resumes of directors proposed to be appointed / re-appointed, nature of their expertise and names of the companies in which they hold directorships and memberships / chairmanships of board and committees, shareholding and relationships between the directors inter-se as stipulated under Regulation 36(3) of the SEBI Listing Regulations forms part of the Notice of the Annual General Meeting and is annexed to this Annual Report.

Pursuant to sub Section (7) of Section I49 of the Companies Act, 20I3 and Regulation I6(I)(b) of the SEBI Listing Regulations, all the Independent Directors of the Company have given declarations to the Company that they meet the criteria of independence as required under the Act and the Regulations.

Pursuant to the provisions of Companies Act, 20I3 and SEBI Listing Regulations, the board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The Company has also carried out training / familiarization programme for Independent Directors, details of which are set out in the Corporate Governance Report.

The board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of directors, senior management personnel and their remuneration. The remuneration policy is available on website of the Company (www.growel. com/subpage/policies).

A calendar of board meetings is prepared and circulated in advance to the directors. During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 20I3.

BOARD COMMITTEES

Board of Directors of the Company has constituted four committees viz. Audit Committee, Nomination and Remuneration Committee, CSR Committee and Stakeholders Relationship Committee. Detailed note on the composition of board and its committees, numbers of meetings held during the year and other related details are provided in the Corporate Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is sensitive to women employees at workplace. As required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 20I3, the Company has a formal policy to ensure safety of women and prevention of sexual harassment and has set up Internal Complaints Committee (ICC) at its work places to redress the complaints of women employees. All employees (permanent, contractual, temporary, trainees) are covered under the policy. During the financial year 20I7-I8, one complaint was received from an employee and was redressed. No complaint is outstanding as on March 31, 2018 for redressal.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, we make the following statements in terms of Section I34(3)(c) of the Companies Act, 20I3:

a. that in the preparation of annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note No. I of the notes to the financial statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 20I3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

SUBSIDIARY & ASSOCIATES COMPANIES

As on date, Company has 3 (Three) Overseas Subsidiaries viz. Grauer & Weil (Shanghai) Ltd. at China, Grauer & Weil (UK) Ltd. at United Kingdom and Growel Chemicals Ltd. at Thailand. During the year, the Board of Directors reviewed the affairs of the subsidiaries.

During the year under review Company also has 3 (Three) Associates Companies viz. Grauer & Weil (Thailand) Co. Limited, Grauer & Weil Engineering Private Limited (Previously known as Growel Goema (India) Private Limited) and Growel Sidasa Industries Private Limited.

Details of the subsidiaries and associates companies form part of financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared by the Company in accordance with the requirements of Ind AS II0 on consolidated financial statements issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements, together with the Auditors' Report, form a part of the Annual Report. Further, a statement containing the salient features of the financial statements of the subsidiaries and associates in the prescribed format AOC-I is attached as a part of financial statements.

STATUTORY AUDITOR

At the 59th Annual General Meeting held on September 25, 20I7, M/s SCA & Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the 64th Annual General Meeting of the Company to be held in the calendar year 2022.

The Company has obtained a eligibility certificate from M/s SCA & Associates under Section I39(I) of the Companies Act, 20I3, that appointment, if made, will be in accordance with the provisions of Section I4I of the Companies Act, 20I3 and they are not disqualified to be continued as auditors of the Company under Section I4I(3) of the Companies Act, 20I3.

COST AUDITOR

The board has appointed the M/s V J. Talati & Co. as Cost Auditors for conducting the audit of cost records of the Company for Chemicals, Engineering and Lubricants segments of the Company for the financial year 20I7-I8. The board, on the recommendation of Audit Committee, has reappointed M/s V J. Talati & Co., firm of Cost Auditors, as Cost Auditor of the Company for the financial year 2018-I9.

SECRETARIAL AUDITORS

The board has appointed M/s GMJ & Associates, firm of Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year 20I7-I8. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure ‘F’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The board, on the recommendation of Audit Committee, has reappointed M/s GMJ & Associates, firm of Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2018-I9.

AUDITORS’ OBSERVATIONS

The observations of the auditors contained in their report have been adequately dealt with in Note No. ‘33(P)' to the accounts which are self explanatory and therefore, do not call for any further comments.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section I34(3)(m) of the Companies Act, 20I3, read with Rule 8(3) of the Companies (Accounts) Rules, 20I4 are given in Annexure ‘G’ to this Report.

PARTICULARS OF EMPLOYEES

The Disclosure as required under Section I97 of the Companies Act, 20I3 and under Rule 5(I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 is available for inspection to the members at the registered office of the Company on any working days between I0.00 am to I2.00 noon upto the date of the Annual General Meeting i.e. August 30, 2018. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

Information relating to remuneration of Directors under Section I97 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 has been given in the Corporate Governance Report.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION

The Company is conscious of the importance to environmental friendly and safe operations. The company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources. All plants of the Company fully comply with the laws, regulations and requirements stipulated by the concerned Pollution Control Board.

LISTING

The equity shares of the Company are at present listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 00I. The Company is regular in payment of listing fees.

APPRECIATION

The directors wish to put on record their appreciation for the support of all our bankers and the dedication and support of all our members and associates. Their efforts continue to be integral to our Company's ongoing success.

Registered Office: For & on behalf of the Board of

Growel Corporate, Grauer & Weil (India) Limited

Akurli Road, Kandivli [East],

Mumbai - 400 I0I Nirajkumar More Vinod Haritwal

Date : May 30, 2018 Managing Director CEO & Whole-time Director