July 3, 2021

National Stock Exchange of India Limited "Exchange Plaza" Bandra Kurla Complex Bandra (East) Mumbai 400 051

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Fort Mumbai 400 001

Symbol: GRINDWELL

Scrip Code No. 506076

Dear Sir/Madam,

Sub: Notice of the Annual General Meeting ("AGM") and Annual Report 2020-21

Please find enclosed the Notice convening the 71st AGM of Shareholders and the Annual Report for the financial year 2020-21, which will be circulated to the Shareholders through electronic mode. The 71st AGM will be held on Wednesday, July 28, 2021 at 3:00 p.m. IST through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM"). The Notice and the Annual Report will be made available on the Company's website, www.grindwellnorton.co.in.

Thanking you,

Yours faithfully, For Grindwell Norton Limited

K. Visweswaran Company Secretary

Encl: As above.

										(₹ Lakhs)
	2011-12	2012-13	2013-14	2014-15	2015-16	2016-17	2017-18	2018-19	2019-20	2020-21
Revenue from Operations (Net) ^	88434	91539	92298	108433	113537	126336	143097	159806	157957	163792
Profit Before Interest and Tax ^\$	15137	13853	12495	15671	16351	18172	22900	26194	24710	32062**
Profit After Tax ^\$	10284	9715	8442	10419	10638	12089	15089	16872	18389	23774**
Share Capital	2768	2768	2768	2768	2768	5536	5536	5536	5536	5536
Reserves and Surplus *	42966	48487	52670	58480	73549	83766	93516	104256	113197	130947
Total Debts	1891	2237	1641	1491	1517	776	4	0	0	$\mathbf{0}$
Net Fixed Assets *	31310	38512	37696	36360	36405	37434	36672	38804	41277	38496
Net Working Capital Ø	15124	14107	18520	25597	32307	41348	48336	57040	64659	81137
Earnings Per Share $($ $\neq$ $)$ #	9.30	8.79	7.58	9.32	9.50	10.78	13.52	15.11	16.48	21.60
Dividend Per Share $($ ₹) #	3.25	3.25	3.25	3.25	3.25	4.00	5.00	6.00	7.50	9.50
Book Value Per Share $(\bar{z})^*$ #	41.31	46.29	50.07	55.32	68.93	80.66	89.46	99.16	107.24	123.27

Profit Margin (%) (Net)	17.12	15.13	13.54	14.45	14.59	14.38	16.00	16.40	15.60	19.57
Asset Turnover (Net)	1.80	1.60	1.50	1.70	1.45	1.40	1.43	1.44	1.32	1.19
Return on Capital Employed (%)	30.71	24.87	20.92	23.93	20.11	19.50	22.80	23.60	20.60	23.28
Current Ratio	1.61	1.63	1.80	1.91	2.23	2.58	2.65	2.98	2.89	2.86
Dividend Payout Ratio (incl tax)	40%	43%	51%	43%	43%	46%	45%	48%	45%	44%

Bankers

Standard Chartered Bank HDFC Bank ICICI Bank

Statutory Auditors M/s. Price Waterhouse Chartered Accountants LLP

Registrars & Transfer Agents

TSR Darashaw Consultants Private Limited C-101, 1st Floor, 247 Park L.B.S. Marg, Vikhroli (West) Mumbai 400 083 Telephone: + 91 22 6656 8484 Fax: + 91 22 6656 8494 E-mail id: [email protected] Website: www.tcplindia.co.in

Registered Office

5th Level, Leela Business Park Andheri-Kurla Road Marol, Andheri (East) Mumbai 400 059 Telephone: + 91 22 4021 2121 Fax : + 91 22 4021 21 02

E-mail Id [email protected]

Website www.grindwellnorton.co.in

Corporate Identity Number L26593MH1950PLC008163

Factories

1. Mora, Dist. Raigad, Maharashtra
1. Bengaluru, Karnataka
1. Tirupati, Andhra Pradesh
1. Nagpur, Maharashtra 5. Bated, Dist. Solan,
Himachal Pradesh 6. Halol, Gujarat

Directors

Mr. Keki Elavia (Chairman)

Mr. Laurent Guillot

Dr. Archana Hingorani

Ms. Isabelle Hoepfner

Mr. Anand Mahajan

Mr. Subodh Nadkarni

Mr. Sreedhar Natarajan

Mr. Krishna Prasad (Alternate Director)

Mr. Laurent Tellier

Mr. B. Santhanam (Managing Director)

Management Committee

Mr. Krishna Prasad (Ceramics & Plastics and Corporate Services)

Mr. Deepak Chindarkar (Finance & IT)

Mr. Hari Singudasu (Abrasives)

Company Secretary Mr. K. Visweswaran

Notice	2
Board's Report	13
Management Discussion and Analysis Report	34
Corporate Governance Report	40
Practising Company Secretaries' Certificate on Corporate Governance Report	55
Business Responsibility Report	56
Independent Auditor's Report on Standalone Financial Statements	64
Standalone Balance Sheet	72
Standalone Statement of Profit and Loss	73
Notes to the Standalone Financial Statements	75
Standalone Cash Flow Statement	115
Independent Auditor's Report on Consolidated Financial Statements	118
Consolidated Balance Sheet	122
Consolidated Statement of Profit and Loss	123
Notes to the Consolidated Financial Statements	125
Consolidated Cash Flow Statement	173

NOTICE

Notice is hereby given that the 71st Annual General Meeting ("AGM") of the Members of Grindwell Norton Limited will be held on Wednesday, July 28, 2021 at 3:00 p.m. IST through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM"), to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt:
a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2021, together with the Reports of the Board of Directors and the Auditors thereon; and,
b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021, together with the Report of the Auditors thereon.
1. To declare a dividend on Equity Shares for the financial year ended March 31, 2021.
1. To appoint a Director in place of Mr. Sreedhar Natarajan (Director Identification No. 08320482), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

4. Ratification of Remuneration to Cost Auditor of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended or re-enacted from time to time, the remuneration of ` 2,00,000/- (Rupees two lakhs only) plus taxes and out of pocket expenses at actuals payable to M/s. Rao, Murthy & Associates, Cost Accountants (Firm Registration No. 000065), who are appointed by the Board of Directors as Cost Auditor of the Company to conduct the audit of the cost records for the financial year ending March 31, 2022, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all acts, deeds and things and take all such steps as may be necessary, proper and expedient to give effect to this resolution."

Order of the Board of Directors

K. VISWESWARAN Company Secretary

Mumbai, May 7, 2021

Registered Office: 5th Level, Leela Business Park Andheri-Kurla Road, Marol, Andheri (East) Mumbai 400 059 Tel: +91 22 4021 2121 • Fax: +91 22 4021 2102 E-mail: [email protected] • Website: www.grindwellnorton.co.in Corporate Identity Number: L26593MH1950PLC008163

NOTES:

(a) Pursuant to the General Circular nos. 20/2020, 14/2020, 17/2020, 02/2021 dated May 5, 2020, April 8, 2020, April 13, 2020, and January 13, 2021 respectively, issued by the Ministry of Corporate Affairs ("MCA") and Circular no. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated May 12, 2020 and January 15, 2021, issued by the SEBI (hereinafter collectively referred to as "the Circulars"), companies are allowed to hold Annual General Meeting ("AGM") through VC/OAVM, without the physical presence of Members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC/OAVM. The registered office of the Company shall be deemed to be the venue for the AGM.
(b) The Statement pursuant to Section 102(1) of the Companies Act, 2013 ("Act"), in respect of business set out in Item No. 4 of the accompanying Notice and the relevant details as required under Regulation 36 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standard on General Meetings (SS-2) issued by The Institute of Company Secretaries of India, in respect of Directors seeking appointment/ re-appointment at the AGM are also annexed.
(c) Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by Members during the AGM. All documents referred to in the Notice and Explanatory Statement will also be available for electronic inspection without any fees by the Members from the date of circulation of this Notice up to the date of AGM i.e. Wednesday, July 28, 2021. Members can write to the Company Secretary at [email protected].
(d) In compliance with the aforesaid Circulars, Notice of the AGM along with the Annual Report 2020-21 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/DPs. Members may note that this Notice and Annual Report 2020-21 will also be 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.kfintech.com.
(e) The Company has engaged the services of KFin Technologies Private Limited as the authorized agency for conducting the AGM through VC/OAVM and providing e-Voting facility.
(f) Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
(g) Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
(h) The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, July 22, 2021 to Wednesday, July 28, 2021 (both days inclusive).
(i) If the Dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend will be made on or from Friday, July 30, 2021, as under:
i. to all Beneficial Owners in respect of shares held in dematerialised form as per the data as may be made available by the National Securities Depository Limited ("NSDL") and Central Depository Service (India) Limited ("CDSL") as of the close of business hours on Wednesday, July 21, 2021.
ii. to all Members in respect of shares held in physical form after giving effect to valid transmission or transposition requests lodged with the Company as of the close of business hours on Wednesday, July 21, 2021.
(j) As per Regulation 40 of the Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialised form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holding to dematerialised form. Members can contact the Company or Company's Registrars and Transfer Agents, TSR Darashaw Consultants Private Limited ("TCPL") for assistance in this regard.

Members holding shares in physical form are requested to intimate such changes to TCPL.

(l) The Securities and Exchange Board of India has mandated submission of Permanent Account Number ("PAN") by every participant in securities market. Members holding shares in demat form are, therefore, requested to submit PAN details to their DP with whom they have demat accounts. Members holding shares in physical form can submit their PAN details to TCPL.
(m) Members holding shares in physical form in identical order of names, in more than one folio are requested to send to the Company or TCPL, the details of such folios together with the share certificates for consolidating their holding in one folio. A consolidated share certificate will be issued to such Members after making requisite changes thereon.
(n) In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
(o) Members desirous of seeking any further information about the financial statements and/or operations of the Company are requested to address their queries to the Company on or before Tuesday, July 27, 2021 through email on [email protected], so that the information, to the extent practicable, can be made available at the AGM or the same will be replied by the Company suitably.
(p) Transfer of unclaimed/unpaid amounts to the Investor Education and Protection Fund ("IEPF"):

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a consecutive period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF").

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to Unpaid Dividend Account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

The unclaimed or unpaid final dividend for the financial year ended March 31, 2013, has been transferred to IEPF on September 5, 2020.

During the financial year 2020-21, 6,814 equity shares in respect of which dividend has not been claimed by the Members for seven consecutive years or more, have been transferred by the Company to IEPF. Details of shares transferred have been uploaded on the website of the IEPF as well as on the website of the Company, www.grindwellnorton.co.in.

The Company has uploaded the information in respect of unclaimed dividends, as on the date of last AGM i.e. July 24, 2020, on the website of the IEPF, www.iepf.gov.in and on the website of the Company, www.grindwellnorton.co.in.

In the interest of the Members, the Company sends periodical reminders to the Members to claim their dividends in order to avoid transfer of dividends/shares to the IEPF Authority. Notices in this regards also published in the newspapers and the details of unclaimed dividends and Members whose shares are liable to be transferred to the IEPF Authority are uploaded on the Company's website, www.grindwellnorton.co.in.

The information in respect of the dividends are as follows:

Financial Year	Date of declaration of Dividend	Due date for transfer to IEPF
2013-14	July 23, 2014	August 21, 2021
2014-15	August 4, 2015	September 2, 2022
2015-16	March 16, 2016	April 15, 2023
2016-17	July 26, 2017	August 26, 2024
2017-18	July 26, 2018	August 25, 2025
2018-19	July 25, 2019	August 26, 2026
2019-20	July 24, 2020	August 26, 2027

The Members who are yet to encash their dividend are advised to send requests for duplicate dividend warrants in case they have not received/ not encashed the dividend warrants for any of the above mentioned financial years and/ or send for revalidation of the un-encashed dividend warrants still held by them to Mr. K. Visweswaran, Company Secretary or Ms. Mary George of TCPL.

You are therefore, requested to claim the unpaid/unclaimed amount(s) at the earliest but not later than the last date mentioned against the above mentioned respective dividend(s).

However, you can claim from the IEPF Authority the unclaimed dividend amount transferred to IEPF by submitting an online application in the prescribed web Form IEPF-5 available on the website, www.iepf.gov.in and sending the physical copy of the same duly signed (as per the specimen signature recorded with the Company) along with requisite documents enumerated in the Form IEPF-5 to the Company. No claims shall lie against the Company in respect of the dividend/shares so transferred. The Members/Claimants can file only one consolidated claim in a financial year as per the IEPF Rules.

(q) To support the 'Green Initiative', the Members who have not registered their e-mail addresses are requested to register the same with TCPL /DPs. In compliance with the Circulars, the Annual Report 2020-21, the Notice of the 71st AGM, and instructions for e-Voting are being sent only through electronic mode to those members whose email addresses are registered with the Company/DP(s).
(r) At the 67th AGM held on July 26, 2017, the Members approved appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) as Statutory Auditors of the Company to hold office for a period of five (5) years from the conclusion of that AGM till the conclusion of the 72nd AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away with by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the 71st AGM.
(s) Pursuant to Finance Act 2020, dividend income is taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, please refer to the Finance Act, 2020 and the amendments thereof. The shareholders are requested to update their PAN with the DP (if shares held in electronic form) and Company/ TCPL (if shares held in physical form).

A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by e-mail to [email protected] by 11:59 p.m. IST on Wednesday, July 21, 2021. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

Non-resident shareholders [including Foreign Institutional Investors (FIIs)/Foreign Portfolio Investors(FPIs)] can avail beneficial rates under tax treaty between India and their country of tax residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits. For this purpose the shareholder may submit the above documents (PDF/JPG Format) by e-mail to [email protected]. The aforesaid declarations and documents need to be submitted by the shareholders by 11:59 p.m. IST on Wednesday, July 21, 2021.

(t) Since the AGM will be held through VC/OAVM in accordance with the Circulars, the route map, proxy form and attendance slip are not attached to this Notice.
(u) Instructions for e-Voting and joining the AGM are as follows:

AGM PARTICIPATION AND VOTING THROUGH ELECTRONIC MEANS

Instructions for e-Voting:

I. In compliance with provisions of Section 108 of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the Listing Regulations and Secretarial Standard on General Meetings ("SS-2") issued by The Institute of Company Secretaries of India, the Members are provided with the facility to cast their vote electronically, through the e-Voting services ("remote e-Voting") provided by KFintech on all the resolutions set forth in this Notice.
II. The remote e-Voting period shall commence on Sunday, July 25, 2021 (9:00 a.m. IST) and ends on Tuesday, July 27, 2021 (5:00 p.m. IST). During this period Members of the Company holding shares either in physical form or in dematerialised form as on the cut-off date, Wednesday, July 21, 2021 may cast their vote by remote e-Voting. The remote e-Voting module shall be

disabled by KFintech after Tuesday, July 27, 2021 (5:00 p.m. IST). Those Members, who will be present in the AGM through VC/OAVM facility and 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 e-Voting system during the AGM. A Member will not be allowed to vote again on any Resolution on which vote has already been cast.

III. Any person who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if a person is already registered with KFintech for remote e-Voting then the existing User-ID and password can be used for casting the vote.
IV. Members who have cast their vote by remote e-Voting prior to the AGM may also attend/ participate in the AGM through VC /OAVM but shall not be entitled to cast their vote on such resolution again.

V. The procedure and instructions for remote e-Voting are as follows:

Login method for remote e-Voting for Individual shareholders holding securities in demat form

Pursuant to SEBI circular no. SEBI/HO/ CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on "e-Voting facility provided by Listed Companies", e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process.

Shareholders are advised to update their mobile number and e-mail ID with their DPs in order to access e-Voting facility.

	Individual Shareholders holding securities in demat form with NSDL	Individual Shareholders holding securities in demat form with CDSL
1.	User already registered for IDeAS facility	1.	Existing user who have opted for Easi/Easiest
I.	URL: https://eservices.nsdl.com	I.	URL: https://web.cdslindia.com/myeasi/home/login or URL: www.cdslindia.com
II.	Click on the "Beneficial Owner" icon under 'IDeAS' section	II.	Click on New System Myeasi
III.	On the new page, enter User ID and Password. Post successful authentication, click on "Access to e-Voting"	III.	Login with user id and password
IV.	Click on company name or e-Voting service provider and you will be re-directed to e-Voting service provider	IV.	Option will be made available to reach e-Voting page without any further authentication
	website for casting the vote during the remote e-Voting period	V.	Click on e-Voting service provider name to cast your vote

2.	User not registered for IDeAS e-Services	2.	User not registered for Easi/Easiest
I.	To register click on link: https://eservices.nsdl.com	I.	Option to register is available at https://web.cdslindia.com/myeasi/Registration/ EasiRegistration
II.	Select "Register Online for IDeAS"	II.	Proceed with completing the required fields.
III.	Proceed with completing the required fields

	Individual Shareholders holding securities in demat form with NSDL		Individual Shareholders holding securities in demat form with CDSL

3.	User not registered for IDeAS e-Services	3.	By visiting the e-Voting website of CDSL
I.	To register click on link: https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp	I.	URL: www.cdslindia.com
II.	Proceed with completing the required fields	II.	Provide demat Account Number and PAN No.
		III.	System will authenticate user by sending OTP on registered
4.	By visiting the e-Voting website of NSDL		Mobile & Email as recorded in the demat Account
I.	URL: https://www.evoting.nsdl.com/	IV.	After successful authentication, user will be provided links
II.	Click on the icon "Login" which is available under 'Shareholder/Member' section		for the respective ESP where the e-Voting is in progress
III.	Enter User ID (i.e. 16-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen
IV.	Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page
V.	Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period

Individual Shareholders (holding securities in demat form) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/ CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Click on e-Voting option and you will be redirected to NSDL/CDSL Depository site after successful authentication. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note:

Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Members facing any technical issue - NSDL	Members facing any technical issue - CDSL
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 or 22-23058542-43

Login method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat form and shareholders holding securities in physical form

a. Open your web browser during the remote e-Voting period and navigate to "https://evoting.kfintech.com".
b. Enter the login credentials (i.e., User-id and Password) mentioned in the email. Your Folio No./DP ID No./Client ID No. will be your User-ID.

User-ID For Members holding shares in Demat Form:-

For NSDL: 8 Character DP ID followed by 8 Digits Client ID

For CDSL: 16 digits beneficiary ID

User-ID For Members holding shares in Physical Form:-

EVEN (E-Voting Event Number) followed by Folio No. registered with the Company

Password will be your unique password which is sent via e-mail along with the Notice of AGM.

c. After entering these details appropriately, click on "LOGIN".
d. Members holding shares in Demat/Physical form will now reach Password Change menu wherein they are required to mandatorily change their login password in the new password field. The new password has to be minimum eight characters consisting of at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@, #,\$, etc.). Kindly note that this password can be used by the Demat holders for voting in any other Company on which they are eligible to vote, provided that the other company opts for e-Voting through KFintech e-Voting platform. System will prompt you to change your password and update your contact details like mobile number, e-mail ID, etc. on first login. You may also enter the secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
e. You need to login again with the new credentials.
f. On successful login, system will prompt you to select the 'EVENT' and click on 'Grindwell Norton Limited'.
g. If you are holding shares in Demat form and had logged on to"https://evoting.kfintech.com" and have cast your vote earlier for any company, then your existing login ID and password are to be used.
h. On the voting page, enter the number of shares (which represents the number of votes as on cut-off date, Wednesday, July 21, 2021) under 'FOR/AGAINST/ABSTAIN' or alternatively you may partially enter any number in 'FOR' and partially in 'AGAINST', but the total number in 'FOR/AGAINST' taken together should not exceed your total shareholding. If the Member does not indicate either "FOR" or "AGAINST", it will be treated as "ABSTAIN" and the shares held will not be counted under either head.
i. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat accounts.
j. You may then cast your vote by selecting an appropriate option and click on "Submit".
k. A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you have voted on the resolution(s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted all the resolution(s).
l. Once you 'CONFIRM' your vote on the Resolution whether partially or otherwise, you will not be allowed to modify your vote.
VI. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to access the link https://evoting.kfintech.com and upload a scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote and attend AGM. Also send these relevant documents to the Scrutinizer by e-mail to [email protected].
VII. The voting rights of the Members shall be in proportion to the number of shares held by them in the equity share capital of the Company as on the cut-off date being Wednesday, July 21, 2021.

In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

VIII. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password" or "Physical User Reset Password" option available on https://evoting.kfintech.com to reset the password.
IX. 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.kfintech.com (KFintech Website) or contact Mr. S.V. Raju, Deputy General Manager of KFin Technologies Private Limited, Selenium, Plot 31 & 32, Gachibowli Financial District, Nanakramguda, Hyderabad-500 032 or at [email protected] and [email protected] or call KFin's toll free no. 1800 309 4001 for any further clarifications.

Instructions for attending AGM:

Members may access the platform to attend the AGM through VC/OAVM at https://emeetings.kfintech.com by using their remote e-Voting credentials. The link for the AGM will be available in the Shareholder/Members login where the "EVENT" and the "Name of the Company" can be selected. Please note that the Members who have not registered their e-mail address or do not have the User-ID and Password for e-Voting or have forgotten the User-ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in this Notice. Further, Members can also use the OTP based login for logging into the e-Voting system.

If e-mail address or mobile number of the Member is registered against Folio No./DP ID Client ID, then on the home page of https://evoting.kfintech.com the Member may click "Forgot Password" and enter Folio No. or DP ID Client ID and PAN to generate a password.

1. Members who may want to express their views or ask questions at the AGM may visit https://emeetings.kfintech.com and click on the tab "Posting your Queries", to post your queries in the window provided, by mentioning their name, demat account number/folio number, email ID and mobile number. The window shall remain active during the remote e-Voting period.
1. Members who may want to express their views or ask questions at the AGM may visit https://emeetings.kfintech.com and click on tab "Speaker Registration" during the remote e-Voting period. Members shall be provided a 'queue number' before the AGM.

The Company reserves the right to restrict the speakers at the AGM to only those Members who have registered themselves, depending on the availability of time for the AGM. The window shall remain active during the remote e-Voting period.

1. 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.
1. Facility for joining the AGM through VC/OAVM shall be available for 1,000 Members on first-come-first-served basis. However, the participation of Members holding 2% or more shares, Promoters, Institutional Investors, Directors, Key Managerial Personnel, Chairpersons of Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Auditors are not restricted on first-come-first-served basis.
1. Members who may require any technical assistance or support before or during the AGM are requested to contact KFin Technologies Private Limited at toll free number 1800 309 4001 or write to them at [email protected].

General Instructions for best VC experience:

a. Members can participate in the AGM through their desktops/smartphones/laptops etc. However, for a better experience and smooth participation, it is advisable to join the meeting through desktops/laptops with Google Chrome/Safari/ Firefox and high-speed internet connectivity.
b. Please note that participants connecting from mobile devices or tablets, or through laptops via mobile hotspot may experience audio/video loss due to fluctuation in their respective networks. It is therefore recommended to use a stable Wi-Fi or LAN connection to mitigate any of the aforementioned glitches.
X. The Board of Directors have appointed Mr. P.N. Parikh (Membership No. FCS 327 CP 1228) or failing him Mr. Mitesh Dhabliwala (Membership No. FCS 8331 CP 9511) of Parikh & Associates, Practising Company Secretaries as the Scrutinizer to scrutinize the voting during the AGM and remote e-Voting process in a fair and transparent manner.
XI. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-Voting (votes cast during the AGM and votes cast through remote e-voting) and make, not later than two working days of the conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.
XII. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company, www.grindwellnorton.co.in, and on the website of the KFintech at https://evoting.kfintech.com. The results shall also be immediately forwarded to the Stock Exchanges, where the equity shares of the Company are listed.

In order to enable ease of participation of the Members, we are providing below the key details regarding the Annual General Meeting.

Sl. No.	Particulars	Details
1.	Date and Time of AGM	Wednesday, July 28, 2021 at 3:00 p.m. IST
2.	Link for live webcast of the AGM and for participation through VC/OAVM	https://emeetings.kfintech.com
3.	Link for remote e-Voting	https://evoting.kfintech.com
4.	Username and Password for VC/OAVM	Members may attend the AGM through VC/OAVM by accessing the link https://emeetings.kfintech.com by using the login credentials. Please refer the instructions forming part of the Notice of AGM
5.	Helpline number for VC/OAVM participation and e-Voting	Contact KFin Technologies Private Limited at 1800 309 4001 or write to them at [email protected]
6.	Cut-off date for e-Voting	Wednesday, July 21, 2021
7.	Time period for remote e-Voting	Sunday, July 25, 2021 (9:00 a.m. IST) and ends on Tuesday, July 27, 2021 (5:00 p.m. IST)
8.	Book closure dates	Thursday, July 22, 2021 to Wednesday, July 28, 2021 (both days inclusive)
9.	Last date for publishing results of the e-Voting	Friday, July 30, 2021

ANNEXURE TO NOTICE

STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 ("Act")

The following Statement sets out the material facts relating to the Special Business mentioned under Item No. 4 in the accompanying Notice:

Item No. 4:

The Board of Directors, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. Rao, Murthy and Associates, Cost Accountants (Firm Registration No. 000065) as "Cost Auditor" of the Company, to conduct the audit of the cost records for the financial year ending March 31, 2022.

In accordance with the provision of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors, has to be ratified by the Members of the Company.

Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 4 for ratification of the remuneration payable to the Cost Auditor for the financial year ending March 31, 2022.

The Board of Directors recommends the Ordinary Resolution set out at Item No. 4 of this Notice for approval of the Members.

None of the Directors or Key Managerial Personnel or their relatives are concerned or interested in this Resolution.

Order of the Board of Directors

K. VISWESWARAN Company Secretary

Mumbai, May 7, 2021

DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING

Item No. 3:

Name of the Director	Mr. Sreedhar Natarajan
Director Identification Number	08320482
Date of Birth	July 10, 1969
Age	51 years
Date of first appointment on the Board	February 4, 2019
Qualifications	CMA, Master's Degree in Commerce and Master's Degree in Management
Brief Resume including experience	Mr. Sreedhar Natarajan joined Grindwell Norton Limited in 1994, as a management accountant in Abrasives Business in India and later assumed responsibility for its Finance function. In 2003, he moved to Saint-Gobain's headquarters in Paris and worked in various functions such as Internal Audit and the Group Finance Controlling. In 2006, he was appointed as Finance Director, West Europe, of the Construction Product Sector of Saint-Gobain. In 2008, he returned to India as the General Manager of the Coated Abrasives Business and in 2010, he was nominated as Vice President, Abrasives India. In 2015, he moved to Paris as the Chief Financial Officer of the High-Performance Materials Sector. Effective January 1, 2019, Mr. Sreedhar Natarajan has been appointed as the Chief Financial Officer of Compagnie de Saint-Gobain.
Expertise in the specific functional role	Wide Experience in Finance and Management
Terms and Conditions of Appointment/ Re-appointment	As per the resolution passed by the shareholders at the Annual General Meeting of the Company held on July 25, 2019. Mr. Sreedhar Natarajan was appointed as a Non-Executive Director, liable to retire by rotation. As per Item No. 3 of the Notice, the approval of the Members is sought for his re-appointment as a Non-Executive Director, of the Company, liable to retire by rotation.
Remuneration last drawn (including sitting fees, if any)	Nil
Remuneration proposed to be paid	No remuneration is payable
Relationship with other Directors/Key Managerial Personnel	Not related to any Director/Key Managerial Personnel
Number of meetings of the Board attended during the year	5
Directorships held in other listed companies (excluding foreign companies and Section 8 companies) as on March 31, 2021	Nil
Memberships/Chairmanships of Committees of other listed companies (includes only Audit Committee and Stakeholders Relationship Committee) as on March 31, 2021	Nil
Number of equity shares held in the Company as on March 31, 2021	Nil

BOARD'S REPORT

Dear Members,

Your Directors are pleased to present the 71st Annual Report of the Company along with the audited financial statements for the year ended March 31, 2021.

FINANCIAL HIGHLIGHTS

				(` crores)
	Standalone			Consolidated
	2020-21	2019-20	2020-21	2019-20
Sale of Products (Gross)	1493.32	1429.16	1498.76	1456.56
Service & Other Operating Income	139.58	123.19	139.15	123.01
Revenue from Operations	1632.90	1552.35	1637.92	1579.57
Operating Profit	322.88	243.65	320.69	247.10
Interest	3.24	4.28	3.42	4.47
Profit before share of profit/(loss) from Join Venture	319.64	239.37	317.27	242.63
Share of profit/(loss) in Joint Venture	-	-	(0.07)	0.01
Provision for Tax	77.56	56.42	79.46	58.74
Profit for the year	242.07	182.95	237.74	183.89
Other Comprehensive Income (Net)	19.59	(14.64)	19.59	(14.64)
Total Comprehensive Income for the year	261.66	168.31	257.33	169.25
Less: Share of Minority Interest	-	-	1.44	(1.37)
Total Comprehensive Income attributable to owners	261.66	168.31	258.78	167.88

DIVIDEND

Your Directors are pleased to recommend for approval of the Members a dividend of 9.50/- per equity share of face value of 5/- each for the financial year ended March 31, 2021. The dividend on equity shares, if approved by the Members, would involve a cash outflow of 105.18 crores, as against the cash outflow of 83.04 crores in the previous year.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the reserves.

OPERATIONS

In the backdrop of once-in-a-century global pandemic crisis, India's GDP for the financial year 2020-21 likely to end with a contraction of between 7.5% to 8% compared to a modest growth rate of 4% in 2019-20. The severe, nation-wide lockdown imposed to control the spread of COVID-19 had a huge and adverse impact on lives and livelihoods, especially during the April-June quarter, which witnessed a 24.4% contraction of GDP. As the economy opened up, growth recovered, moderately at first, but the revival gathered strength in the second half. The Industrial activity followed a similar pattern. After a massive contraction of 35.6% in the April-June quarter, the Index of Industrial Production (IIP), witnessed positive growth in the second half. The industrial recovery was fairly widespread. Despite this, the financial year has seen the IIP contracting by about 8.6%. Against this backdrop, your Company's performance was creditable with consolidated revenue from operations and operating profit increasing by 3.7% and 29.8%, respectively. The significant increase in profits coupled with tight control over working capital resulted in your Company adding significantly to its cash balance.

Abrasives

The year began in the midst of a complete and severe lockdown. Economic activity came to a near-standstill with markets being closed and all movement being stopped. Operations were adversely impacted and the business made a loss in the April-June quarter. From the end of the first quarter, however, the easing of supply side restrictions and pent-up demand spurred a revival in growth. The revival started first with large accounts in Auto and Steel before extending to other sectors and channels like Paint, Construction and the SMEs. Consumer sentiment continued to improve and domestic demand was robust before and during the festive season and even in the months that followed. Meanwhile, the business gained market share and significantly increased exports. Consequently, overall sales increased by 0.9% over the previous year. With input costs being stable for much of the year, expenses being under control and prices holding firm, the operating margin saw a small improvement and the operating profit increased by 5%. During the year, the business commenced construction of a new Coated Maker.

Ceramics and Plastics

The severe lockdown at the start of the year adversely impacted the operations and results of all the businesses in this segment. The revival commenced in June and was sustained over the subsequent quarters. The Silicon Carbide business witnessed a decline in sales and profits. This was partly due to weak demand (domestic and exports) in the first half and partly due to supply constraints. The operations of your Company's subsidiary in Bhutan were severely impacted by restrictions imposed by the Government to control COVID-19 and, as a result, there was a substantial decline in production. During the year, your Company made a further investment in the equity capital of APGPCL which entitled it to receive additional electricity. This enabled increased production at the Tirupati plant. The Performance Refractory business maintained its sales mainly due to the increased demand from the end user industry. Despite sales being flat, there was a substantial increase in the operating profit on account of lower raw material costs for much of the year and the significant increase in plant efficiencies. The Performance Plastics business had an excellent year with a significant increase in sales (domestic and, in particular, exports) and operating profit. This was mainly due to the outstanding results of the Life Sciences segment. As the year progressed demand from passenger cars and the construction sector also improved resulting in higher sales of bearings and composites. Overall on a consolidated basis, the sales and operating profit of the Ceramics & Plastics segment increased by 5.8% and 63.8% respectively.

IT Services and Others

The captive IT development centre (INDEC) and the Projects business had a good year. The IT services segment witnessed an increase in revenue and profits in 2020-21.

COVID-19

COVID-19 pandemic had a disastrous impact globally and India was no exception to this. During these unprecedented times, your Company attached the highest priority to ensuring the safety, security and well-being of its employees and took various measures in this regard, including facilitating work-from-home for all its office staff, creating the necessary infrastructure and changes in operations at its plants and supporting employees and their families in dealing with COVID-19. At the same time, your Company also took various steps to support its channel partners, it's base of small vendors and sub-contractors and also vulnerable sections of society.

SUBSIDIARY COMPANY/JOINT VENTURE/ASSOCIATE

The Company has one subsidiary in Bhutan, Saint-Gobain Ceramic Materials Bhutan Private Limited. In terms of sub-regulation (1) (c) of Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), it is not a material subsidiary. The operations of your Company's subsidiary in Bhutan was severely affected due to restrictions imposed for containing the spread of COVID-19.

SG Shinagawa Refractories India Private Limited is a Joint Venture between Shinagawa Refractories Co. Ltd., Japan, and Grindwell Norton Limited, set up to manufacture tap hole clay for the steel industry. The project work has concluded at the Halol (Gujarat) site of your Company and commercial production commenced in April 2021.

In accordance with Section 129 (3) of the Companies Act, 2013 ("Act") and Rule 5 of the Companies (Accounts) Rules, 2014 and relevant Accounting Standards ("AS"), the Company has prepared consolidated financial statements (incorporating the financial results of the subsidiary company and Joint Venture), which forms part of the Annual Report. A statement in Form AOC-1 containing salient features of the financial statements of the subsidiary company and Joint Venture are also included in the Annual Report. In accordance with the provisions of Section 136(1) of the Act, the Annual Report of the Company, containing therein the standalone and consolidated financial statements and audited financial statements of the subsidiary have been placed on the website of the Company, www.grindwellnorton.co.in.

FUTURE PROSPECTS

At the time of writing, the second wave of COVID-19 is spreading rapidly throughout India. The severity of the spread may force the government to re-impose stricter virus management controls. Having said this, the ground reality is very different from the previous year and industrial activity is continuing in most parts of the country. Thus, while the second wave will have an adverse impact in the first quarter, demand is expected to revive as and when this wave subsides. As such, while your Company's management will prioritize the safety and well-being of your Company's employees and all its associates, it will also focus on servicing its customers, on growth led by new products and new markets (especially, export markets) and on ensuring the margins are maintained, by increasing prices and improving operating efficiencies to offset the recent escalation in commodity and industrial input prices. Besides, its large cash balance will enable your Company to progress its capital expenditure programme aimed at building capacities and capabilities. While the outlook for the very short term is uncertain, your Directors and the Company's management have immense confidence in your Company's future.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There have been no material changes or commitments, affecting the financial position of the Company, which have occurred between the end of the financial year and the date of the Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

HUMAN RESOURCES

Confronted with a global pandemic and consequent lockdowns, your Company and its employees had to quickly adapt to a very uncertain and fast-changing environment. The employees went out of their way to support their colleagues as also the Company. At all times, they showed a high degree of professional commitment and often went beyond the call of duty to keep operations running and to meet the needs of its customers. In this unique year, GNO's employees have been exceptional in every respect. Your Directors place on record their appreciation for the huge contribution made by all its employees in this difficult year.

More generally, employee relations were cordial and productive at all sites of your Company. At the end of the financial year, there were 2006 employees.

The Company follows the best practices in hiring and on-boarding of employees. The Company adopts a fair and transparent performance evaluation process. In order to improve organizational efficiency and employee engagement, and also to improve skill levels, employees participate in various training programmes and complete mandatory e-learning courses.

Your Company is committed to create and sustain a positive workplace environment, free from discrimination and harassment of any nature. The Company believes that all employees have a right to be treated with respect and dignity and has zero tolerance towards violations of its Code of Conduct, in general, and its sexual harassment policy, in particular. The Company has constituted an Internal Complaints Committee ("ICC") under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint under the sexual harassment policy has been received by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND ENVIRONMENT

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act and read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out in the Annexure 1 of this Report.

Your Company is committed to ensure a clean and green, pollution-free environment as well as a safe and healthy workplace at all plant locations and work sites. Your Company strictly abides by the Saint-Gobain Group's Environment, Health and Safety Charter and the policies and procedures framed under it. All the plants of your Company are certified under ISO 9001, ISO 14001 and OHSAS 18001. These certifications and various awards are recognition of the efforts made and results achieved by your Company in improving the Environment, Health and Safety at all its work sites.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 2(A) to this Report.

The Statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 2(B) forming part of this Report. The Annual Report including the aforementioned information is available on the website of the Company, www.grindwellnorton.co.in.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits were outstanding as on the date of the balance sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Act and the Articles of Association of the Company, Mr. Sreedhar Natarajan (Director Identification No. 08320482), Non-Executive, retires by rotation and, being eligible, has offered himself for re-appointment. The Board of Directors recommends the re-appointment of Mr. Sreedhar Natarajan. A resolution seeking shareholders' approval for his re-appointment along with other required details forms part of the Notice.

Mr. Keki Elavia, Dr. Archana Hingorani and Mr. Subodh Nadkarni have submitted declarations that each of them meets the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16(1) and 25 (8) of the Listing Regulations. There has been no change in circumstances affecting their status as Independent, Non-Executive Directors of the Company during the year. They have also completed the registration with the Independent Directors Databank and requisite disclosures have been received from them in this regard.

The disclosures required pursuant to Regulation 36 of the Listing Regulations, Clause 1.2.5 of the Secretarial Standard on General Meetings are given in the Notice of AGM, forming part of the Annual Report and Schedule V of the Listing Regulations are given in the Corporate Governance Report, forming part of the Annual Report. The attention of the Members is also invited to the relevant items in the Notice of the AGM.

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company are: Mr. B. Santhanam, Managing Director, Mr. Krishna Prasad, Executive Alternate Director to Ms. Isabelle Hoepfner, Non-Executive Director with effect from May 20, 2020, Mr. Deepak Chindarkar, Chief Financial Officer and Mr. K. Visweswaran, Company Secretary.

None of the Directors or Key Managerial Personnel has any pecuniary relationships or transactions with the Company, other than salaries, commission, sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The purpose of the programme is aimed to familiarise the Independent Directors with the Company, the nature of the industry in which the Company operates and the business model of the Company. The details of the familiarisation programme imparted to the Independent Directors are available on the Company's website at www.grindwellnorton.co.in/investor-informaton. The Independent Directors are regularly briefed with respect to the developments that are taking place in the Company and its operations.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to review the Company's businesses and to discuss strategy and plans. A tentative annual calendar of meetings is circulated to the Directors in advance to enable them to plan their schedule and to ensure effective participation.

During the year, six board meetings were held and one meeting of Independent Directors was also held. The maximum interval between the board meetings did not exceed the period prescribed under the Act and the Listing Regulations.

COMMITTEES OF THE BOARD

During the year, in accordance with the Act and Regulation 18 to 21 of the Listing Regulations, the Board has constituted or reconstituted its Committees. Currently, the Board has the following Committees:

Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Risk Management Committee

Details of the Committees, their constitution, meetings and other details are provided in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134 of the Act:

i. that in the preparation of the annual financial statements for the financial year ended on March 31, 2021, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;
ii. that such accounting policies have been selected and applied consistently and judgments 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 at the end of the financial year on March 31, 2021, and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. that the annual financial statements have been prepared on a 'going concern' basis;
v. that proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively;

With reference to the point number (v), the Board believes that the Company has sound Internal Financial Controls ("IFC") commensurate with the nature and size of its business. However, business is dynamic and the IFCs are not static, and evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will, therefore, be gaps in the IFC as the business evolves. The Company has a process in place to continuously identify such gaps and implement newer and/or improved controls wherever the effect of such gaps would have a material effect on the Company's operations.

DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration. These are set out in the Nomination and Remuneration Policy which is annexed as Annexure 3 to this Report and is also available on the Company's website at www.grindwellnorton.co.in.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee has adopted a framework for performance evaluation of the Board, its committees, individual directors, and the chairperson through a survey questionnaire. The survey questionnaire broadly covers various aspects of Board functioning, the composition of Board and its committees, culture, execution and performance of specific duties, obligations and governance. The evaluation parameters are based on the execution of specific duties, quality, deliberation at the meeting, independence of judgement, decision making, the contribution of Directors at the meetings and functioning of the Committees.

The performance of the Board, its committees, individual directors, and chairperson were reviewed by the Nomination and Remuneration Committee and the Board. The Independent Directors evaluated the performance of Non-Independent Directors, Chairperson, and the Board, as a whole. The Board of Directors evaluated the performance of the Independent Directors, their fulfillment of independence criteria in terms of the Act and Listing Regulations, and independence from the management. The Director being evaluated did not participate in the evaluation process.

RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year were in the ordinary course of business and on an arm's length basis. During the year, no material related party transactions were entered by your Company.

Prior approval of the Audit Committee is obtained for all related party transactions. The Audit Committee monitors, on a quarterly basis, the related party transactions entered vis-à-vis the related party transactions approved by the Audit Committee.

The policy on related party transactions, as approved by the Board, is available on the website of the Company, www.grindwellnorton.co.in. There are no transactions that are required to be reported in Form AOC-2.

The details of the transactions with related parties pursuant to Ind AS-24 are provided in the accompanying financial statements.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

It is your Company's belief that its primary goal is to serve the needs of its customers and, in the process of doing so, to generate employment, livelihood and income for all its stakeholders (suppliers, vendors, service providers, employees, lenders, shareholders etc.) and, at the same time, to contribute to the revenues of the Government. Further, it is your Company's belief that by pursuing its primary goal and by ensuring that its business practices meet the highest standards of corporate governance and ethics, it best fulfills its obligations and responsibility to society. Against the backdrop of this belief, your Company is committed to implementing the agenda set out in its CSR policy. The CSR policy and initiatives were undertaken during the year, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are set out in Annexure 4 to this Report. In accordance with Section 135 of the Act, a Corporate Social Responsibility Committee of the Board, having an Independent Chair, has been constituted to monitor the CSR policy and programs. The amount spent on eligible CSR activity for the financial year 2020-21 was around 2.13% of the average profit of the Company during the immediately preceding three financial years.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROLS

Your Company recognises that managing risk is an integral part of good management practice and an essential element of good corporate governance. It aims to have a common, formalized, and systematic approach for managing risk and implementing a risk management process across the Company. The intent of the policy is to ensure the effective communication and management of risk across all risk categories. The Company has identified elements of risk, which may threaten the existence and financial position of the Company, which are set out in the Management Discussion and Analysis Report.

The Company's Internal Financial Control systems are commensurate with the nature of its business, financial statements, and the size and complexity of its operations. These are routinely tested and certified by the Statutory as well as Internal Auditors. Significant audit observations and follow-up actions thereon are reported to the Audit Committee.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company has adopted and disseminated its Whistle Blower Policy to provide a secure environment and encourage employees and others to report unethical, unlawful or improper practices, acts or activities including a leak or suspected the leak of Unpublished Price Sensitive Information and to prohibit any adverse personnel action against those who report such practices, acts or activities, in good faith.

The Whistle Blower Policy is available on the website of the Company, www.grindwellnorton.co.in.

AUDITORS

a. Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) were appointed as Statutory Auditors of your Company at the 67th AGM of the Company held on July 26, 2017 till the conclusion of the 72nd AGM of the Company to be held in the year 2022. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company

b. Cost Auditor

In accordance with Section 148 of the Act and Rules framed thereunder, the cost audit records are maintained by the Company in respect of the products which are required to be audited. Your Directors, on the recommendation of the Audit Committee, appointed M/s. Rao, Murthy & Associates, Cost Accountants (Firm Registration No. 000065), to conduct the audit of the cost records maintained by the Company for the financial year ending March 31, 2022. M/s. Rao, Murthy & Associates, Cost Accountants, have under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for the appointment.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors have to be ratified by the Members of the Company. Accordingly, an appropriate resolution forms part of the Notice convening the AGM. The Board of Directors seeks your support in approving the proposed remuneration of ` 2,00,000/- (Rupees two lakhs only) plus taxes and out of pocket expenses at actuals payable to the Cost Auditor for the financial year ending March 31, 2022. M/s. Rao, Murthy & Associates, Cost Accountants, have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years.

c. Secretarial Auditor

In accordance with Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Parikh & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2021. The Secretarial Audit Report for the financial year ended March 31, 2021, in Form No. MR-3 is set out in Annexure 6 of this Report.

The Board has also appointed M/s. Parikh & Associates, Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 2021-22.

Comments on Auditors' Report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Price Waterhouse Chartered Accountants LLP, Statutory Auditors, in their Auditors' Report and by M/s. Parikh & Associates, Secretarial Auditor, in their Secretarial Audit Report.

The Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2021 is available on the Company's website, www.grindwellnorton.co.in.

DISCLOSURE REQUIREMENTS

As per Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the Management Discussion and Analysis Report are attached, which forms part of this Report.

As per Regulation 34 of the Listing Regulations, a Business Responsibility Report is attached and is a part of this Annual Report.

The Dividend Distribution Policy of the Company as required under the Listing Regulations was adopted to set out the parameters and the circumstances that will be taken into account by the Board of Directors in determining the distribution of dividend to its shareholders. The policy is annexed as Annexure 5 of this Report and is also available on the Company's website, www.grindwellnorton.co.in.

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company's operations in the future.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to acknowledge, with sincere gratitude, the support of its esteemed customers, the strength it derives from its association with Compagnie de Saint-Gobain and its subsidiaries, the continued support and co-operation from its employees, Bankers and the loyalty of the large family of the Company's Dealers, Suppliers and valued Shareholders.

For and on behalf of the Board of Directors

KEKI ELAVIA B. SANTHANAM Chairman Managing Director

Mumbai, May 7, 2021

Annexure 1

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

(A) Conservation of energy:

Your Company is committed to ensure a clean, green, pollution-free environment as well as a safe and healthy workplace at all plant locations and work sites. All the Plants of your Company are certified under the Integrated Management System. These certifications are recognition of the sustained efforts made by your Company in improving Environment, Health and Safety ("EHS") at all its sites. Your Company has taken various measures to conserve energy and resources.

(B) Technology absorption:

Your Company believes that technology absorption, adaptation and innovation is an ongoing process. During the year, through various visits and interactions with the Saint-Gobain Research & Development ("R&D") centres, as well as other manufacturing locations, your Company has kept itself informed on the latest trends in technology related to the business of the Company. This has helped your Company to continuously improve the manufacturing processes, improve efficiencies and develop new products.

1. Specific areas in which R&D was carried out by the Company:

(a) Abrasives: Bonded (including Thin Wheels) Coated (including Non-woven) Super Abrasives
(b) Ceramics: Silicon Carbide Grains Refractories and Monolithics

2. Benefits derived as a result of the above R&D:

Development of:

● Premium products for the Bearing & Steel industry

Improvements in:

Recover ash grains & reuse in process
EHS at manufacturing site by a reduction in non-recovered waste through enhancing capacity utilization of Biomass by burning CFL trims fully, good shredding of waste
Sludge dewatering system to reduce sludge disposals

3. Projects on conservation of energy:

Solar power plants for Coated & NWN lighting
Conversion of heat soaking ovens to electrical along with reduction of heat loss from ovens
Installation of Solar panels at the factory
Installation of Variable Frequency Drive to reduce electricity consumption
Reduction of specific fuel & power consumption

4. Future plans of action:

Technology adoption from Saint-Gobain Abrasives and other Saint-Gobain plants in identified priority areas, for the development of new and improved products. Development and utilization of advanced tools facilitated with enhanced grinding system solutions.

5. Expenditure on R&D for the year ended March 31, 2021:

		(` crores)
(a)	Capital	Nil
(b)	Recurring	3.18
(c)	Total	3.18
(d)	Total R&D expenditure as % of Revenue from Operations	0.19%

(C) Foreign exchange earnings and outgo:

Total earnings in foreign exchange for the financial year ended March 31, 2021 was 360.12 crores and the total outflow was 375.37 crores.

Annexure 2

(A) Details pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
1. Ratio of remuneration of each Director to the median remuneration of all the employees of the Company for the financial year 2020-21 and percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary:

Sr. No.	Name of the Director/ Key Managerial Personnel and Designation	Remuneration for the financial year ended March 31, 2021 (` lakhs)	% of increase in remuneration in the financial year ended March 31, 2021	Ratio of remuneration of each director median remuneration of employees
1.	Mr. Keki Elavia Chairman	23.40	(0.42%)	4
2.	Ms. Archana Hingorani Non-Executive, Independent Director	23.10	4.05%	4
3.	Mr. Subodh Nadkarni Non-Executive, Independent Director	23.10	71.49%	4
4.	Mr. Mikhil Narang~ Promoter, Non-Executive Director	5.15	Not Applicable	0.96
5.	Mr. Anand Mahajan #~ Promoter, Non-Executive Director	34.05	Not Applicable	6
6.	Mr. B. Santhanam Managing Director	160.56	Not Applicable	30
7.	Mr. Krishna Prasad Executive, Alternate Director	295.39	15.70%	55
8.	Mr. Deepak Chindarkar Chief Financial Officer	205.92	9.26%	Not Applicable
9.	K.Visweswaran Company Secretary	104.06	10.23%	Not Applicable

~ Relinquished the position of Non-Executive Director with effect from close of business hours of May 20, 2020, due to other professional commitments.

~ Appointed as a Non-Executive Director with effect from May 20, 2020 (the figures mentioned above does not contain the retiral benefits paid to him during the year. Refer Annexure 2(B) for details).
1. The percentage increase in the remuneration of median employee is 13%.
1. Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year was 8.6%. The average increase made in the salaries of Key Managerial Personnel in the financial year was 8%, the higher increase in the remuneration was mainly due to performance based compensation. It may be noted that in the Company's case, the median remuneration is that of a unionised employee. A unionised employee's remuneration increases significantly in the year that a new wage agreement is concluded and, as such, the increase in median remuneration may vary significantly from year to year.
1. The number of permanent employees on the rolls of the Company as on March 31, 2021: 2006.
1. The key parameters for the variable component of remuneration paid to the Directors are considered by the Board of Directors based on the recommendation of Nomination and Remuneration Committee as per the Remuneration policy.
1. It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration policy of the Company.

B) Details pertaining to employees as required under Section 197(12) of the Companies Act, 2013

Statement of Particulars of employees pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Name	Age	Designation/	Remuneration	Qualification	Commencement	Last	Total
		Nature of Duties	(` Lakhs)		of employment	Employment	Experience
Employed throughout the year
Mr. Jean-Marc	67	Deputy Chief	307.77	BTS, CNAM	November, 2016	Saint-Gobain DSI	47
Hess		Information Officer, Saint-Gobain				Groupe, France
Mr. Krishna Prasad	59	Vice President, Ceramics & Plastics and Corporate Services	295.39	B.Sc. (Engg), PGDM (IIM)	May, 1990	Mech. Engineer - Fact Limited	35
Mr. Deepak Chindarkar	57	Vice President, Finance & IT	205.92	B.Tech, CWA, MBA	June, 1987	None	34
Mr. Hari Singudasu	53	Vice President, Abrasives	180.50	CWA, PGDBM Management, Diploma - Finance	January, 1998	Larsen & Toubro Limited	32
Mr. B. Santhanam*	64	Managing Director	160.56	B.Tech in Civil Engg (IIT),PGDBM (IIM)	April, 2020	None	41
Mr. Aju Varghese	53	Head-Information Technology	136.31	M.Sc.	November, 1993	SM Dyechem Limited	30
Mr. K. Visweswaran	51	Company Secretary	104.06	CA, CS, B.Sc.	October, 1997	BPL Refrigeration Limited	28
Employed part of the year
Mr. Anand Mahajan #~ (Retired w.e.f. April 1, 2020)	67	Managing Director	461.74	M.A. (Economics), MBA (USA)	June, 1983	State Bank of India	44
Mr. P. Natarajan	64	Vice President - on deputation	131.63	B. Tech, PGDM (IIM)	April, 2012	Sanmar Foundries Limited	40
Mr. B.	68	General Manager -	50.61	ME/MTech	May, 1978	None	42
Shankaraiah Mr. Vispi Contractor	66	Silicon Carbide Head - R&D (Bonded)	47.81	(IITM) MS/MD Engineering Technology	November, 2006	Nitco Tiles Limited	42
Mr. Devasheesh Mukerji	52	Senior Manager - Manufacturing Systems	42.42	BE - Mechanical	July, 2007	Badve Autocomps P. Ltd.	28
Mr. Ajay Deshpande	54	Senior Manager - Quality Assurance & Process, Coated	34.84	DE - Production & Diploma in Tools & Dye making	April, 2010	Aurangabad Auto Engineering	31
Mr. P B Arora	63	Head - R&D (Thinwheels)	27.03	PHD - Polymer	July, 1988	Vallabh Pesticide	41
Mr. Shyam Digamber	65	Senior Manager - Advertising & Communications	15.23	PGD in Communications	August, 1987	Sobhagya Advertising Pvt. Ltd.	45
Mr. Jagdish Pandey	63	Senior Manager - Indirect Tax	14.17	BSC - Chemistry	January, 2000	Larsen & Toubro	38

* Appointed as the Managing Director of the Company with effect from April 1, 2020.

~ During the year retiral benefits including leave encashment of ` 454.60 lakhs have been paid out of the provisions made in earlier years.

Notes:

1. Total remuneration includes salary, commission, allowances, rent paid for providing accommodation, leave pay, group and accident insurance premium, Company's contribution to provident, superannuation and gratuity funds and also the monetary value of other perquisites.
1. All the above employees are employed on contractual basis.
1. Experience includes number of years of service elsewhere, if applicable.
1. None of the employees are related to any Director of the Company.
1. None of the employees are covered under Rule 5(3)(viii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of Section 197 of the Companies Act, 2013.

NOMINATION AND REMUNERATION POLICY

(I) Policy for appointment of Director, Key Managerial Personnel ("KMP") and Senior Management Appointment Criteria, Performance Evaluation and Removal:
1. The Director, KMP and Senior Management shall possess adequate qualification, experience and expertise and the following attributes/skills:
2. a) Cultural fit and personal values
b) Vision and strategic management
c) Change management and ability to influence change
1. 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.
1. The Nomination and Remuneration Committee ("Committee") shall carry out an evaluation of performance of every Director, KMP and Senior Management on a yearly basis.
1. 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).

(II) 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 ` 50,000 per meeting
b. For all other Committee meetings sitting fees of `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 up to 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.

Annexure 4

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
1. Limiting our environmental impact
1. Encouraging employees' professional growth
1. Supporting local community development
1. Taking actions across the value chain
1. 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,
1. Supporting the Saint-Gobain India Foundation and local community development,
1. Ensuring that its business practices meet the highest standards of corporate governance and ethics, and
1. 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.

1. Brief outline on CSR Policy of the Company

As a part of the Saint-Gobain Group, Grindwell Norton Limited ("GNO") has adopted the group's Corporate Social Responsibility ("CSR") policy and adopted it to the Indian context. For the Group, CSR impacts every aspect of how it conducts business is about being a responsible corporate citizen and is far more than philanthropy. The Group's view of CSR is broad and covers more than what is envisaged under the Companies Act, 2013. In line with the Group's CSR policy, 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.

The CSR policy and details of the programme are available on the website of the Company, www.grindwellnorton.co.in.

2. Composition of CSR Committee:

Sl. No.	Name	Category	Number of meetings during the year 2020-21
			Held	Attended
1.	Mr. Keki Elavia (Chairman)	Independent, Non-Executive	1	1
2.	Mr. Laurent Guillot	Non-Executive	1	-
3.	Mr. B. Santhanam	Executive	1	1

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR project approved by the board are disclosed on the website of the Company.

Composition of CSR committee - https://www.grindwellnorton.co.in/investor-information/corporate governance/board and committees

CSR Policy - https://www.grindwellnorton.co.in/investor information/policies

CSR Project - https://www.grindwellnorton.co.in/investor information/Annual Report

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable.

The Company has been conducting internal impact assessments to monitor and evaluate the CSR projects undertaken by the Company. The average CSR obligation limit as stated in the said Rules does not apply to the Company.

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any.

(` lakhs)

| Sl. No. | Financial Year | Amount available for set-off from
preceding financial years (in ) | Amount required to be set-off for the<br>financial year, if any (in) |
|---------|----------------|-----------------------------------------------------------------------|------------------------------------------------------------------------|
| | - | - | - |

6. Average net profit of the Company as per section 135(5): ` 229,80.36 lakhs
7. (a) Two percent of average net profit of the company as per section 135(5): ` 459.61 lakhs
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL
(c) Amount required to be set off for the financial year, if any: NIL
(d) Total CSR obligation for the financial year (7a+7b+7c): ` 459.61 lakhs

8. (a) CSR amount spent or unspent for the financial year:

					(` lakhs)
Total Amount Spent		Amount Unspent (in `)
for the Financial Year (in `)		Total Amount transferred to Unspent CSR Account as per section 135(6)	Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
489.49	NA	-	-	NA	-

(b) Details of CSR amount spent against ongoing projects for the financial year:

											(` lakhs)
(1)	(2)	(3)	(4)		(5)	(6)	(7)	(8)	(9)	(10)	(11)
Sl. No.	Name of the Project	Item from the list of activities in Schedule VII to the Act	Local area (Yes/ No)		Location of the project	Project duration	Amount allocate for the project (in `)	Amount spent in the current financial	Amount transferred to Unspent CSR Account for the	Mode of Implementation Direct (Yes/No)	Mode of Implementation – Through Implementing Agency
				State	District			year (in `) \| project as<br>per Section<br>135(6)<br>(in`)	Name	CSR Registration Number
	NA

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

									(` lakhs)
(1)	(2)	(3)	(4)		(5)		(7)		(8)
Sl. No.	Name of the Project#	Item from Local Location of the project the list of area activities in (Yes/		Amount spent for the project (in `)*	Mode of Implementation Direct (Yes/No)	Mode of Implementation – Through Implementing Agency
		Schedule VII to the Act	No)	State	District			Name	CSR Registration Number
1.	Promotion of Education	(ii)	Yes	Maharashtra; Karnataka; Gujarat	Mumbai; Bengaluru; Jhagadia	454.19	No	Saint Gobain India Foundation	CSR00003464
2.	Infra Support – Historical Art and Culture	(v)	Yes	Karnataka	Bengaluru	20.00	No
3.	Support to people affected by the pandemic - distribution of PPE kits, medical and infrastructure support	(xii)	Yes	Pan India		15.30	Yes	-	-
	TOTAL					489.49

* is rounded off to the nearest rupee.

# Details of a few of the Programs (near the Company's offices or sites) undertaken through the Saint-Gobain India Foundation:

a. Akanksha Foundation is an NGO that works primarily in the field of education of underprivileged children through Akanksha Schools. Akanksha adopts, manages and operates government schools in Mumbai. Saint-Gobain India Foundation supported 250 students of Natwar Nagar Mumbai Public School for 2020-21.
b. Aseema is a Mumbai based NGO working for the rights of underprivileged children living in the streets and in slum communities. It supports poorly functioning municipal schools and helps improve students learning. Saint-Gobain India Foundation has sponsored the education of around 140 children at the Santacruz (West) Municipal School, Mumbai and Igatpuri.

c. Parikrma aims at creating a sustainable model by effecting a fundamental change in the way the poor and marginal children are educated. Saint-Gobain India Foundation supports 150 students in Bengaluru.
d. SOS Children's Villages of India is committed to the welfare of orphaned and abandoned children and provides shelter and education to such children. Saint-Gobain India Foundation supports 60 children at SOS village in Bengaluru.
e. The K.C. Mahindra Education Trust (KCMET) is an NGO that undertakes a number of education initiatives and livelihood training to youth from socially disadvantaged sections of society. SGIF supports 842 primary School girls (Class 1-5) & 1658 Secondary School girls (Class 6-10) through Nanhikali Programme.

In addition to the above, the Company has contributed towards COVID-19 initiatives, extended support to people affected by the pandemic - distribution of PPE kits, medical and infrastructure support.

(d) Amount spent in Administrative Overheads: NIL
(e) Amount spent on Impact Assessment, if applicable: NIL
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): ` 489.49 lakhs
(g) Excess amount for set-off, if any

		(` lakhs)
Sl. No.	Particular	Amount (in `)
(i)	Two percent of average net profit of the Company as per section 135(5)	459.61
(ii)	Total amount spent for the financial year	489.49
(iii)	Excess amount spent for the financial year [(ii)-(i)]	29.88
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	NIL
(v)	Amount available for set off in succeeding financial years [(iii)-(iv)]	29.88

9. (a) Details of Unspent CSR amount for the preceding three financial years:

(` lakhs)

Sl. No.	Preceding Financial Year	Amount transferred to Unspent CSR Account under section 135 (6)	Amount spent in the reporting Financial Year	Amount transferred to any fund specified under Schedule VII as per section 135 (6),	if any	Amount remaining to be spent in succeeding financial years
		(in `) \| (in`)	Name of the Fund	Amount (in `) \| Date of<br>transfer \| (in`)
	NA

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

								(` lakhs)
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sl. No.	Project ID	Name of the Project	Financial Year in which the project was commenced	Project duration	Total amount allocated for the project (in `) \| Amount spent<br>on the project<br>in the reporting<br>Financial Year<br>(in`)	Cumulative amount spent at the end of reporting Financial Year (in `)	Status of the project Completed/ Ongoing
	NA

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details):
(a) Date of creation or acquisition of the capital asset(s): None
(b) Amount of CSR spent for creation or acquisition of capital asset: NIL
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc: Not Applicable
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset): Not Applicable
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable

For Grindwell Norton Limited For and on behalf of the Corporate Social Responsibility Committee of Grindwell Norton Limited

B. SANTHANAM

Managing Director

DEEPAK CHINDARKAR Chief Financial Officer

KEKI ELAVIA Chairman

Mumbai, May 7, 2021

Annexure 5

DIVIDEND DISTRIBUTION POLICY

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 framework. In case of inconsistency between the revision/amendment under regulatory framework and the provisions of this policy, then such revision/amendment shall prevail.

Annexure 6

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021

[Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members, Grindwell Norton Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Grindwell Norton Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, the information to the extent provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by The Ministry of Corporate Affairs and The Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2021, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on March 31, 2021 according to the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not applicable to the Company during the audit period)
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period)
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period)
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period)
(vi) Other laws applicable specifically to the Company namely:
a. Factories Act, 1948;
b. Labour Laws and other incidental laws related to labour and employees;
c. Industries (Development & Regulation) Act, 1991;
d. Acts and rules prescribed under prevention and control of pollution;
e. Acts relating to protection of IPR.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.
(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings were taken unanimously.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc.

We further report that during the audit period no events occurred which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

For Parikh & Associates Company Secretaries

MITESH DHABLIWALA Partner Place : Mumbai FCS No: 8331 CP No: 9511 Date : May 7, 2021 UDIN: F008331C000255094

This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.

'Annexure A'

To, The Members Grindwell Norton Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
1. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.
1. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
1. Wherever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc.
1. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.
1. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Parikh & Associates Company Secretaries

MITESH DHABLIWALA Place : Mumbai Partner Date : May 7, 2021 FCS No: 8331 CP No: 9511 UDIN: F008331C000255094

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

GENERAL REVIEW

Grindwell Norton Ltd ("GNO") is one of the subsidiaries of Compagnie de Saint-Gobain ("Saint-Gobain"), a transnational group with its headquarters in Paris and with sales of Euro 38.1 billion in 2020. Saint-Gobain has organized its businesses into two broad areas: Construction or Building related businesses that serve Regional markets and businesses that serve Global markets. The businesses that serve Global markets fall within the High Performance Solutions sector of Saint-Gobain. GNO's businesses are part of the High Performance Solutions sector. Within GNO, the businesses are divided into two major segments:

1. Abrasives
1. Ceramics & Plastics

BUSINESS ENVIRONMENT

The financial year 2020-21 will be remembered as the year of COVID-19, the global pandemic. It was a difficult year not only for India but also globally. The severe, nation-wide lockdown imposed to control the spread of COVID-19 had a huge and adverse impact on lives and livelihoods, especially during the April-June quarter, which witnessed a 24.4% contraction of GDP. As the economy opened up, growth recovered, moderately at first, but the revival gathered strength in the second half. The easing of supply side constraints and the revival of demand (first, pent-up demand and, then, festive season demand) contributed to the recovery of growth. As a result, the financial year is likely to end with a GDP contraction in the range of 7.5-8.0%. Industrial activity followed a similar pattern. After a massive contraction of 35.6% in the April-June quarter, the Index of Industrial Production (IIP), witnessed positive growth in the second half. The industrial recovery was fairly widespread. Despite this, the financial year has seen the IIP contracting by about 8.6%. Inflation, in general, and input costs, in particular, were subdued for most part of the year, but started increasing in the last quarter. After depreciating in the early part of the year, the INR appreciated against the USD in the second half. The RBI took early steps to ensure more than adequate liquidity and kept interest rates low (and unchanged) during the year. As the year, drew to an end, the second wave of COVID-19 started rising.

ABRASIVES SEGMENT REVIEW

Products & Plants

Bonded Abrasives generally available in the form of wheels and other shapes such as segments, sticks etc., are used for various precision applications such as lapping, honing, super-finishing, race grinding, thread grinding, fluting, OD grinding, ID grinding & surface grinding etc. They are also used in rough applications such as snagging, cutting-off, burr removal and weld preparation etc. Bonded Abrasives are used by a very large number of Industries like Steel, Bearings, Auto Ancillaries, Auto OEMs, Cutting Tools, Needle, Razor, Food Processing, Aerospace and General Engineering etc. The variety of products are large and mainly consists of custom built, Made-to-Order products. GNO makes over 15,000 different products in a year. Thin Wheels are predominantly Cutting and Grinding Wheels used for cutting, deburring and weld-removing.

Super Abrasives are made of diamond (synthetic or natural) or Cubic Boron Nitride and are used in precision applications.

Coated Abrasives products are engineered composites comprising of a backing, a bond system and abrasive grains and are designed for material removal and surface preparation. Coated Abrasives products are available in various shapes like discs, belts, rolls etc. to suit a wide gamut of surface preparation and polishing applications. Non-Woven Abrasives, which are a part of Coated, also cater to the consumer market in scouring applications. In Industrial applications, Non-Woven products are used for a high level of finish.

GNO offers the widest range of cutting-edge Abrasive products to the Indian market. While the vast majority of these products are made by GNO in India, some are sourced from other plants of Saint-Gobain or from third parties. Saint-Gobain has a strong backward integration when it comes to Abrasives as the Ceramic Materials Division of Saint-Gobain manufactures high-end Abrasive grains. Besides, Saint-Gobain has strong Research and Development capabilities and is uniquely positioned in the Abrasives industry.

The Abrasives business has four manufacturing sites: Mora (near Mumbai), Bengaluru, Nagpur and Bated (Himachal Pradesh). All the sites are certified under ISO 9001, ISO 14001 and OHSAS 18001/ISO 45001. Besides, to augment its manufacturing capacity, GNO also has contract manufacturing facilities in India and extensive sourcing arrangements from countries outside of India.

Industry

The Abrasives industry in India currently has two major players offering a full range of Abrasives products, one of which is GNO. GNO has a leadership position in several product-market segments. Apart from these two major players, there are several European, Korean and Japanese players present in the market through their agents or distributors. Also, there are several small

local players present in a select range of products. Over the years, imports from China have significantly increased in the lower tiers of the market. Quality and performance levels of these products have also improved, thus offering a very good value proposition to the customers. Coupled with increased affordability and availability of Power Tools, the end-users have been shifting to more mechanized forms of work leading to a strong growth in the Right Angle Grinding products. Most of the major European, Japanese players have their offices and dedicated sales and in some cases, Application Engineering teams, in India. Many of them have moved to offering billing in INR from local ware-houses, post GST implementation.

In the case of Coated Abrasives, a few important international players have set up conversion facilities in India. Also, most of the Power Tool players are now focusing on developing their accessories business which includes Thin Wheels and some Coated Abrasives. Besides, companies in related fields (e.g. Cutting Tools, Paints) have also entered the market. Thus, the market, over a period of time, has become highly price sensitive. The Key Success Factors for Abrasives in India are good, consistent quality, cost, right value proposition, innovation and differentiation, service and capability to provide total grinding solutions.

Development & Outlook

Saint-Gobain is a major player worldwide in Abrasives. It has a strong product portfolio, a strong R&D set-up with projects in both basic and applied areas and a global reach, with plants and marketing/sales organizations all over the world. GNO benefits from being a part of such an organization, in terms of access to all developments in products and process technology, sourcing of products and development of exports.

The year began in the midst of a complete and severe lockdown. Economic activity came to a near-standstill with markets being closed and all movement being stopped. Fortunately, industries categorized as 'essential' were exempted thus offering GNO a small window to resume operations on a limited scale to support a few customers. Throughout the year and, particularly in the first quarter, our priority was to ensure the safety and well-being of our employees, to support our small vendors and our channel partners and to serve our customers. From the end of the first quarter, however, the easing of supply side restrictions and pent-up demand spurred a revival in growth. The revival started first with large accounts in Auto and Steel before extending to other sectors and channels like Paint, Construction and the SMEs. Consumer sentiment continued to improve and domestic demand was robust before and during the festive season. The IIP reflected this and witnessed positive growth in the third quarter. Surprisingly, growth did not subside after the festive season, as demand remained buoyant with most sectors and channels reporting a strong inflow of orders. Similarly, exports also revived as the year unfolded and, led by sales to affiliates, exports witnessed a significant increase during the financial year. By responding quickly to the rapidly changing environment, the business gained market share. Consequently, overall sales increased by 0.9% over the previous year. With input costs being stable for much of the year, expenses being under control and prices holding firm, the operating margin saw a small improvement. Consequently, the operating profit increased by 5%. With strong control on working capital during the year, the business generated cash and resumed capital expenditure. An important project that was initiated and made good progress during the year was the construction of a new Coated Maker.

As the year was coming to a close, the second wave of COVID-19 struck. The transmissibility and severity of the second wave have taken everyone by surprise. It is clear that the existing medical infrastructure was not adequately prepared for this. The localized lockdowns across the country have adversely impacted supply and demand in April and will continue to do so in the first quarter of 2021-22, but, as was the case last year. Meanwhile, input and other costs have been rising since the January as global growth picked up. Under the circumstances, the business will continue to focus on keeping its operations running (while ensuring the safety of its employees), growing volumes (especially, exports) and meeting the needs of its customers, increasing prices while keeping costs under control and executing the capacity expansion projects. The business is well-placed to benefit from domestic industrial growth and from the growth opportunities that it has identified.

Risks & Concerns

COVID-19: This continues to pose the biggest risk to the recovery of the economy. The pace of vaccination and ability to contain the fast paced new mutants will play an important role. However, even as the fear of pandemic has reduced in the general public, the lingering uncertainty may have an adverse impact on consumer spending. We will keep a close watch on the developments, prioritise the safety and wellbeing of our employees while being agile to respond to the changing demand. We will continue to keep discretionary costs under check.

(i) Industry & Market: The Abrasives business caters to a number of industries such as Steel, Automobiles, Auto Components, General Metal Fabrication, Construction and Woodworking. The dependence on any single industry segment is less than 15% even as Automotive coupled with ancillaries and Automotive after, has a significant impact. Demand for Abrasive products can get affected if all sub-segments of the industry perform badly at the same time or if a significant downturn happens in Auto industry that impacts Abrasives potential significantly, directly or indirectly. Normally, this happens in an economic slowdown. There are a number of large customers serviced directly and there are several dealers to service small and medium customers. The largest customer accounts for less than 4% of the total sales and the largest dealer also accounts for less than 3% of the total sales. In order to minimize the impact of a domestic downturn, GNO has been putting in efforts to develop export markets and will continue to do so. Export sales are not concentrated in any single country, but are spread over several countries.

(ii) Technology: Abrasives have been used over a very long period of time and technological changes in terms of applications are gradual. GNO Abrasives is well positioned to anticipate and take advantage of these technological changes as Saint-Gobain is one of the World's Leading manufacturers of Abrasives with a very strong R&D Centre in the USA with regional R&D centers located elsewhere (including a Centre in India). Both basic and applied research takes place at these R&D centers. GNO has full access to all the research and technology developments.
(iii) Competition: The Abrasives Market has clearly been evolving from two major players to multi-players. The competitive landscape has become much more dynamic with players from Power Tools, Paints, Cutting Tools and other trading-houses actively entering into the market in the last few years. We have, on the one hand, competition from the high-end European manufacturers and on the other, from the low-end Chinese imports. Hence it is important to be differentiated as well as highly competitive to stay ahead in the market. To meet the growing challenges in the market, the business will have to continue to invest in technology, capacities and capabilities and provide superior solutions.

CERAMICS & PLASTICS SEGMENT REVIEW

The main businesses in this segment are:

(i) Silicon Carbide;
(ii) Performance Ceramics and Refractories (erstwhile, High Performance Refractories);
(iii) Performance Plastics;

(i) SILICON CARBIDE ("SiC")

Products & Plants

Silicon Carbide grains are used primarily as raw material in the manufacture of Abrasives, Refractories and for stone polishing. SiC is manufactured at the plant located at Tirupati in Andhra Pradesh. SiC is also manufactured by the Company's subsidiary, Saint-Gobain Ceramic Materials Bhutan Private Limited, at its plant near Phuentsholing in Bhutan. Both the plants are certified under ISO 9001: 2015, ISO 14001:2015 and ISO 45001:2018.

Industry

In the domestic market, there are three main players (including GNO) in the SiC business. GNO is the market leader. This market is also catered to by imports, mainly from China, Vietnam and Russia. The key requirements for success in the industry are quality and cost competitiveness. Entry barriers are high by way of capital investment and technology.

Development & Outlook

The Silicon Carbide business saw a drop in domestic demand over the previous year primarily due to the COVID 19 pandemic and in exports (primarily in SE Asia). As in the case of Abrasives, after the disastrous first quarter, business conditions saw a steady improvement. Despite price pressures from imports from China, Vietnam and Russia, the business was able to hold prices. However, during the last quarter of the year, we could see the price improvement in the global market benefitting us marginally. On the supply side, production at your Company's Tirupati Plant was higher than the previous year due to better electricity availability from APGPCL. During the year, GNO acquired an additional 1% of the equity of APGPCL; this entitled GNO to receive an additional 2.75 MW of electricity for the Silicon Carbide business. While supply from Tirupati increased, there was a big drop in production at GNO subsidiary . This was entirely due to the restrictions (on the movement of people and materials) imposed by the Government of Bhutan to control the spread of COVID-19. During the year, the cost of RPC, a key raw material, increased substantially and registered its historical high. Fortunately, during the last quarter, global prices for SiC firmed up and this enabled the business to partly offset the cost increase. Looking ahead, while the short term will be impacted by the second wave of COVID-19, the business is well-placed to benefit from a return to normalcy. The focus in 2021-22 will be on maximizing supply from both manufacturing locations and on price and cost management.

Risks & Concerns

With global Demand-Supply likely to come back to normal, the major short term risk is aggressive pricing by competitors from China, Vietnam and Russia squeezing margins. In your Company's subsidiary in Bhutan, the local Environmental Commission has been insisting that we shift to lower Sulphur RPC in place of what we are using today. We are working with Indian Oil Corporation to manage this shift, with support from Govt of Bhutan. While this change will help us to be in line with the Environmental requirement, this change comes with a structural change in our cost structure as this RPC is priced at substantially higher price than our conventional Petcoke.

(ii) PERFORMANCE CERAMICS AND REFRACTORIES ("PCR")

Products & Plants

GNO's PCR Business Unit makes Ceramic and Refractory products for a wide range of industrial applications. The products manufactured mainly include Silicon Carbide based "shaped" refractory and ceramic products. The range of "unshaped (monolithic)" products primarily include "dry ramming masses" and a few specialized "castables". PCR Business offers comprehensive solutions, based on deep expertise acquired over the years, in design, engineering and manufacturing of ceramic and refractory systems for addressable applications. In many cases, our offering includes installation support and training as part of the overall product-service package. PCR business unit has two manufacturing sites: one is located at Bengaluru, in Karnataka and the other at Halol, near Vadodara, in Gujarat. The plant in Bangalore is certified under ISO 9001 - 2015, ISO 14001 and OHSAS 1800. Halol is an ISO 45001 certified plant.

Industry

PCR Refractory products find use in applications across industry segments like Primary Iron & Steel, Primary Non Ferrous Metals (Aluminum, Copper, Zinc etc.), Secondary Steel, Secondary Iron, Secondary Non Ferrous (Aluminum, Copper), Petrochemicals, Waste to Energy Systems etc. PCR Ceramic products are used in applications in industry segments like Sanitary-ware, Table-ware, Ballistic Armor Protection, Wear Resistance Systems, etc.

Development & Outlook

The nation-wide lockdown in the April-June 2020 quarter had a severe impact on supply and demand and the performance of the business. But the subsequent quarters witnessed a positive trend as industrial activity revived. Still, sales in 2020-21 remained flat. The business, however, continued to identify new growth opportunities and develop the opportunities identified during the last few years in the following segments: Foundry, Iron & Steel and Wear Resistance segments in the domestic market and Ceramic and Foundry segment in export markets. The operating profit and operating margin, however, increased substantially, mainly due to the deflation in raw material costs and the continued improvement in manufacturing efficiencies. The outlook for 2021-22 is positive, except for the short term uncertainty caused by the second wave of COVID-19.

Risks & Concerns

The second wave of COVID -9 is a cause for concern and increases short-term uncertainty. Ensuring the health and safety of our employees is going to be a key priority.

One other short term concern is the sharp rise in the prices of key raw materials in recent months. This needs to be mitigated primarily through price increase and cost reduction initiatives in the plants.

The medium term risks are as follows:

The business has a very high level of exposure to global supply chains - both for inputs and sales.

Continued low investment in new projects will adversely impact growth.

Product acceptance and competitive pricing and raw material availability and sourcing will continue to be critical in both domestic and export markets.

(iii) PERFORMANCE PLASTICS ("PPL")

Product, Plant & Industry

The Performance Plastics business produces and markets more than 800 standard and custom-made polymer products through three business segments: Engineered Components ("ENC"), Life Sciences ("LS") and Composites ("CMP"). Each of the segments demonstrates innovation, responsiveness to customer needs and polymer expertise.

The major product lines in PPL are Bearings, Seals, Tubing & Hoses, Films, Fabrics and Foams. The major markets addressed are Automotive, Oil & Gas, Life Sciences, Construction, Energy and General Industrial.

GNO has a plant for ENC and FLS products situated at Bengaluru. This plant is certified under ISO 9001, ISO 14001, OHSAS 18001/ISO 45001 and TS 1694.

The major growth drivers are:

a. New products and new markets
b. Success in new applications
c. Broad-basing of existing applications and markets
d. Specification driven approvals at customers

2020-21 was an excellent year for the PPL business with both sales and profits registering significant increases. The Life Sciences segment was by far the biggest contributor to this outstanding performance. The severe lockdown in Q1 led to significant volumes drop for all our business segments with the exception of Life Sciences, where demand (domestic and export) remained strong for the entire year. This was partly due to increased demand from domestic manufacturers of COVID vaccines and drugs and partly due to the conversion of new customers and applications. As global markets also witnessed strong growth, orders for tubings from our extrusion plants saw a good increase. There was a sharp revival in Automotive business in the second half of the year which helped Bearings to close the year better than expectations. Construction activity revival and industrial activity revival helped the Composites segment to do better. Looking ahead, the short term is clouded in uncertainty with imminent lockdowns threatening to disrupt industrial activity. The Life Sciences business continues to have a strong outlook both on the domestic and exports front. With Automotive expected to do well, Bearings too has a good outlook. The main aim of the PPL business in 2021-22 would be to strengthen its position in existing markets, while accelerating growth in new markets in the industrial, life sciences and construction segments.

Presence of well-trained technical sales and application engineers with good market coverage is a key requirement to identify and develop new applications and deliver high growth. Building such teams and local expertise will continue to be a high priority for the business.

Risks & Concerns

Demand disruption in key markets like Automotive, Industrial and Oil & Gas is a major risk due to the pandemic. Depreciation of the Rupee is also a risk as the business is import-intensive.

IT- Services - Development & Outlook and Risk & Concerns

GNO has captive IT services unit which provides various IT services (e.g. Application development, infrastructure management, and cybersecurity) to the Saint-Gobain group globally. The IT services unit has around 660 people. The captive center follows the cost-plus model. The growth in this segment is limited and future growth can happen only on account of cost inflation. The financial performance of this segment may be impacted due to the foreign exchange fluctuation and hedging strategy. As the profit from this segment is more than 10% of the total profit of the Company during the current financial year, this segment's results are separately provided. This may not be repeated in the subsequent years.

Risks & Concerns - Others

1. FINANCIAL

GNO's financial management has always been governed by prudent policies, based on conservative principles. Currently, GNO is a debt-free Company. All the commercial transactions entered into by GNO in foreign currencies are managed by hedging them appropriately to minimize the exchange risk. GNO has a well-defined and structured treasury operation, with the emphasis being on security.

2. LEGAL & STATUTORY

Contingent Liabilities: Details of Contingent Liabilities are in the Notes forming part of the financial statements. Statutory Compliance: GNO ensures statutory compliance of all applicable laws and is committed to the timely payment of statutory dues. The Company monitors compliance under various statutes periodically.

HUMAN RESOURCES

Confronted with a global pandemic and consequent lockdowns, GNO and its employees had to quickly adapt to a very uncertain and fast-changing environment. GNO attached the highest priority to ensuring the safety, security and well-being of its employees and took a variety of steps (e.g. changes in workplace design, flexible work from home policies, assistance and support to employees and their families for dealing with COVID-19 etc.). The employees, on their part, went out of their way to support their colleagues as also the Company. In this unique year, GNO's employees have been exceptional in every respect.

More generally, GNO's Human Resources Policy aims to create a work environment that is conducive for the professional and personal development of employees. GNO continued to invest in training people in Environment, Health and Safety and in World Class Manufacturing and to provide a work environment in which employees can give their best and realize their full potential. At the end of the year, there were 2006 employees.

OVERALL PERFORMANCE

The economic contraction during the financial year 2020-21 was entirely due to the actions taken to contain the COVID-19 pandemic. However, after the severe lockdown in the April-June quarter was lifted, the industrial economy witnessed a steady and sustained improvement. Consequently, after reporting disappointing results in Q1, the subsequent quarters saw a strong rebound. As a result, in 2020-21, your Company's standalone revenues and operating profit have increased by 5.2% and 32.5% respectively and consolidated revenue and operating profit increased by 3.7% and 29.8% respectively.

The significant change in consolidated operating profit margin (19.6% vs 15.6%) and net profit margin (14.6% vs 11.6%) was mainly due to a reduction in input cost and discretionary expenses. During the year, the Company generated a significant amount of cash, cash equivalent and the bank balance (including investments in mutual funds) as on March 31, 2021 was ` 643.48 crores. Return on Net Worth (standalone) for the financial year ended March 31, 2021, 17.8% is higher than of the previous financial year (15.6%) and Return on Net Worth (consolidated) for the financial year ended March 31, 2021, 17.4% is higher than that of the previous financial year (15.5%).

INTERNAL CONTROL SYSTEMS

GNO has an effective internal control environment which ensures that the businesses and operations are managed efficiently and effectively, assets are safeguarded, regulatory requirements are complied with and transactions are recorded after appropriate authorisations. The efficacy of the internal control systems is validated by Internal as well as the Statutory Auditors. The Company's strong independent internal audit function performs regular audits. Every quarter the significant audit findings, the corrective steps recommended and their implementation status are presented to the Audit Committee.

SEGMENT FINANCIALS

For the current year, in line with the Accounting Standards on Segment reporting, GNO has identified three segments. These segments are Abrasives, Ceramics & Plastics and IT Services.

CAUTIONARY STATEMENT

The Management Discussion and Analysis Report contains a few forward looking statements based on the information and data available with the Company and assumptions with regard to the economic environment, the government policies etc. The Company cannot guarantee the validity of assumptions and performance of the Company in the future. Hence it is cautioned that the actual results may differ from those indicated, expressed, or implied in this report.

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Grindwell Norton Limited ("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 a vital mechanism for investor protection.

2. BOARD OF DIRECTORS

Composition:

As on March 31, 2021, the Company has nine Directors. Of the nine Directors, eight are Non-Executive Directors out of which three are Independent Directors. The Chairman of the Board is an Independent, Non-Executive Director. The Company also has one Executive, Alternate Director.

The Board has an optimal mix of professionalism, knowledge and experience. The composition of the Board is in conformity with Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The number of Directorship(s), committee membership(s)/chairmanship(s) of all the Directors is within the respective limits prescribed under the Companies Act, 2013 ("Act") and the Listing Regulations. Necessary disclosures regarding committee positions in other public companies as on March 31, 2021, have been made by the Directors. None of the Directors are related to each other. The Company has received a certificate from M/s. Parikh & Associates, Practising Company Secretaries, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of the companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority.

All the Independent Directors have confirmed that they meet the criteria and fulfill the conditions as mentioned under Regulation 16 of the Listing Regulations and Section 149 of the Companies Act, 2013 ("Act"). In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. The maximum tenure of the Independent Director is in compliance with the Act. Independent Directors do not hold office as an Independent Director in more than seven listed companies. The terms and conditions of appointment/re-appointment of Independent Directors and details of the familiarisation programme imparted to Independent Directors are also available on the Company's website at http://www.grindwellnorton.co.in/investor-information.

Meetings of the Board:

Six Board meetings were held during the year and the gap between two consecutive meetings did not exceed one hundred and twenty days.

The dates on which the said meetings were held are as follows:

May 20, 2020; August 4, 2020; September 3, 2020; October 30, 2020; December 4, 2020 and January 29, 2021.

Necessary quorum was present for all the meetings. During the year, information as mentioned in Schedule II, Part A of the Listing Regulations has been placed before the Board for its consideration. The Board of Directors accepted all the recommendations made by the Committees of the Board during the financial year. The Audit Committee periodically reviews compliance reports of all laws applicable to the Company, prepared by the Company. During the year, a separate meeting of the Independent Directors was held on January 29, 2021. All Independent Directors attended the meeting.

The names and category of the Directors, their attendance at Board meetings held during the year and number of Directorships,

names of the listed entities, category of directorship and committee chairmanships/memberships held by them in other public and private companies as on March 31, 2021, are given below:

Name of the Director	Category		Number of Board Meeting during the year 2020-21	Whether attended last AGM held on July 24,	Number of Directorship held (including GNO)#		Number of Committee positions held in public companies (including GNO)*
		Held	Attended	2020	Public	Private	Chairman	Member
Mr. Keki Elavia (Chairman) DIN 00003940	Independent, Non-Executive	6	6	Yes	9	1	4	6
Dr. Archana Hingorani DIN 00028037	Independent, Non-Executive	6	6	Yes	6	2	2	6
Mr. Subodh Nadkarni DIN 00145999	Independent, Non-Executive	6	6	Yes	3	-	2	1
Mr. Laurent Guillot DIN 07412302	Non-Executive	6	3	No	1	-	-	-
Mr. Sreedhar Natarajan DIN 08320482	Non-Executive	6	5	Yes	1	-	-	-
Mr. Laurent Tellier DIN 08587279	Non-Executive	6	4	No	1	-	-	-
Mr. Mikhil Narang~ DIN 02970255	Promoter, Non-Executive	6	1	NA	1	-	-	-
Ms. Isabelle Hoepfner #^ DIN 08598846	Non-Executive	6	3	No	2	-	-	1
Mr. Krishna Prasad (Alternate Director to Ms. Isabelle Hoepfner)##^ DIN 00130438	Executive	6	5	Yes	2	-	-	-
Mr. Anand Mahajan#~ DIN 00066320	Promoter, Non-Executive	6	5	Yes	2	1	-	2
Mr. B. Santhanam (Managing Director) DIN 00494806	Executive	6	6	Yes	4	4	1	4

Video/tele-conferencing facilities are also used to facilitate Directors to participate in the meetings.

Excluding foreign companies and companies under Section 8 of the Act.
* The information related to committee positions held as stated above, pertains to the audit committee and stakeholders relationship committee in accordance with the provisions of Regulation 26 of the Listing Regulations.

Name of the Director	Expertise in	Category	Names of the Listed Entities where Directorship held
Mr. Keki Elavia (Chairman) DIN 00003940	Finance and Accounts	Independent, Non-Executive ● Independent, Non-Executive ● ● Independent, Non-Executive Independent, Non-Executive ● ● Independent, Non-Executive Independent, Non-Executive ● ● Independent, Non-Executive	● Sterling and Wilson Solar Limited Goa Carbon Limited ● Britannia Industries Limited ● Dai-ichi Karkaria Limited ● Grindwell Norton Limited ● The Bombay Dyeing and ● Manufacturing Company Limited
Dr. Archana Hingorani DIN 00028037	Finance Markets	Independent, Non-Executive ● ● Independent, Non-Executive ● Independent, Non-Executive Independent, Non-Executive ● Independent, Non-Executive ●	5paisa Capital Limited ● Grindwell Norton Limited ● ● Alembic Pharmaceuticals Limited Den Networks Limited ● Balaji Telefilms Limited ●
Mr. Subodh Nadkarni DIN 00145999	Finance, Commerce, Project Management, Sales, Marketing, Human Resources Management and General Administration	● Independent, Non-Executive ● Independent, Non-Executive Independent, Non-Executive ●	Galaxy Surfactants Limited ● Grindwell Norton Limited ● Goa Carbon Limited ●
Mr. Laurent Guillot DIN 07412302	General Management and various business of Saint-Gobain	● Non-Executive	Grindwell Norton Limited ●
Mr. Sreedhar Natarajan DIN 08320482	Finance and Management	● Non-Executive	Grindwell Norton Limited ●
Mr. Laurent Tellier DIN 08587279	General Management and various businesses of Saint-Gobain	● Non-Executive	● Grindwell Norton Limited
Mr. Mikhil Narang~ DIN 02970255	Various Businesses	● Promoter, Non-Executive	● Grindwell Norton Limited
Ms. Isabelle Hoepfner#^ DIN 08598846	Legal	● Non-Executive ● Non-Executive	Saint-Gobain Sekurit India ● Limited Grindwell Norton Limited ●
Mr. Krishna Prasad (Alternate Director to Ms. Isabelle Hoepfner) ##^ DIN 00130438	General Management, various businesses of Saint-Gobain and Business Development	Executive ●	Grindwell Norton Limited ●
Mr. Anand Mahajan#~ DIN 00066320	Banking and Finance and Management	● Independent, Non-Executive Promoter, Non-Executive ●	Unichem Laboratories ● Limited Grindwell Norton Limited ●
Mr. B. Santhanam (Managing Director) DIN 00494806	Business Strategy, Engineering, General Management, Operations, Information Technology, Manufacturing, Marketing Management and Project Management	Independent, Non-Executive ● ● Non-Executive ● Executive	Titan Company Limited ● ● Saint-Gobain Sekurit India Limited Grindwell Norton Limited ●

^~ Relinquished the position of Non-Executive Director with effect from close of business hours of May 20, 2020, due to other professional commitments.

^ Appointed as a Non-Executive Director with effect from May 20, 2020.

^ Appointed as Whole-Time Director designated as Executive Director of the Company for a period of five years with effect from May 20, 2020, upon his appointment as an Alternate Director to Ms. Isabelle Hoepfner.
~ Appointed as a Non-Executive Director with effect from May 20, 2020.

The Board has identified the following skills/expertise/ competencies fundamental for the effective functioning of the Company which are currently available with the Board:

Cultural fit and personal values; Vision and strategic management; Change management and ability to influence change.
An impeccable reputation of integrity, deep expertise, insights and complementary skills.

3. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

The audit committee is constituted in line with the provision of Section 177 of the Act and Regulation 18 of the Listing Regulations.

Terms of Reference:

To act in accordance with the terms of reference specified in writing by the Board.
To recommend the appointment, re-appointment and if required, the replacement or removal of the various auditors of the Company and the remuneration and terms of appointment thereof.
To approve payment to statutory auditors for any other services rendered by the statutory auditors.
To review and monitor the auditor's independence and performance, and effectiveness of the audit process.
To examine the financial statement and the auditors' report thereon.
To approve transactions of the Company with related parties and any subsequent modification thereof.
To scrutinize inter-corporate loans and investments.
To undertake valuation of undertakings or assets of the Company, wherever it is necessary.
To evaluate internal financial controls, risk management systems and internal controls on insider trading.
To review/monitor with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue etc.,), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors.
To review financial statement before their submission to the Board and discuss any related issues with the internal and statutory auditors and the management of the Company.
To have oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
To review with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:
Matters required to be included in the Director's Responsibility Statement to be included in the Board's Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
Changes, if any, in accounting policies and practices and reasons for the same;
Major accounting entries involving estimates based on the exercise of judgment by management;
Significant adjustments made in the financial statements arising out of audit findings;
Compliance with listing and other legal requirements relating to financial statements;

Disclosure of any related party transactions; and
Qualifications in the draft audit report.
To review with the management, the quarterly financial statements before submission to the Board for approval.
To review, with the management, performance of statutory and internal auditors and adequacy of the internal control systems.
To review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
To discuss with internal auditors any significant findings and follow-up thereon.
To review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
To discuss with statutory auditors, before the audit commences about the nature and scope of audit and post-audit, to ascertain any area of concern.
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
To review the functioning of the Whistle Blower mechanism.
To approve the appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.
To carry out any other function as is mentioned in terms of reference of the Audit Committee.
To review the financial statements, in particular, the investments made by the unlisted subsidiary Company.
To have power to obtain professional advice from external sources and have full access to information contained in the records of the Company.
To seek information and have direct access to any employees, Directors, Key Managerial Personnels to perform its functions effectively.
To secure attendance of outsiders with relevant expertise, if it is considered necessary.
To invite such of the executives as it considers appropriate to be present at the meetings, but on occasion may also meet without the presence of any executives of the Company.
To review the appointment, removal and terms of appointment of Chief Internal Auditor.
To review the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding ` 100 crore or 10% of asset size of the subsidiary, if any, whichever is lower.
The Committee shall also conduct an annual review of the adequacy of the Terms of Reference and recommend any proposed changes to the Board for approval.

Composition:

The composition of the audit committee and the details of meetings attended by its members are given below:

Name	Category	Number of meetings during the year 2020-21
		Held	Attended
Mr. Subodh Nadkarni (Chairman)^^	Independent, Non-Executive	4	4
Mr. Keki Elavia	Independent, Non-Executive	4	4
Dr. Archana Hingorani	Independent, Non-Executive	4	4
Mr. B. Santhanam*	Executive	4	3

^^ Appointed as Chairman of the committee with effect from January 1, 2021.

* Appointed as a member of the committee with effect from May 21, 2020.

Mr. Subodh Nadkarni as an Independent, Non-Executive Director, is the Chairman of the committee. Mr. Subodh Nadkarni is B.Com., FCA, CS.

The members of the committee are well versed in finance matters, accounts and general business practices. The Vice President - Finance & IT, Internal Auditor and the Statutory Auditors are invitees to the meetings of the committee. The Company Secretary acts as the secretary to the audit committee.

Mr. Keki Elavia, then Chairman of the committee was present at the previous Annual General Meeting ("AGM") of the Company held on July 24, 2020.

Meetings of the Audit Committee:

During the year ended March 31, 2021, four audit committee meetings were held. The dates on which the said meetings were held are as follows:

May 20, 2020; August 4, 2020; October 30, 2020 and January 29, 2021.

Necessary quorum was present for all the meetings.

B. NOMINATION AND REMUNERATION COMMITTEE

The nomination and remuneration committee is constituted in line with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations.

Terms of Reference:

To formulate criteria for appointment of Directors and remuneration including criteria for determining qualification, positive attributes and independence of a Director.
To formulate evaluation criteria for assessment of performance of Board and its committees.
To formulate, review and recommend nomination and remuneration policy to the Board.
To recommend to the Board, the commission payment to Non-Whole-Time Directors (other than the Nominee Directors of Compagnie de Saint-Gobain ("CSG")) and to the Executive Directors.
To identify candidates who are qualified to become Directors or who may be appointed in senior management positions and recommending to the Board their appointment and/or removal.
To review and determine all elements of the remuneration package of Executive Directors.
To recommend to the board, all remuneration, in whatever form, payable to Senior Management.
Such other matters as the Board may, from time to time, request the committee to examine and recommend/approve.

Composition:

The composition of the nomination and remuneration committee and details of the meetings attended by its members are given below:

Name	Category	Number of meetings during the year 2020-21
		Held	Attended
Mr. Subodh Nadkarni (Chairman)	Independent, Non-Executive	2	2
Mr. Keki Elavia	Independent, Non-Executive	2	2
Mr. Laurent Guillot	Non-Executive	2	-

Meetings of the Nomination and Remuneration Committee:

Two meetings of the nomination and remuneration committee was held during the year on May 20, 2020 and January 29, 2021.

Nomination and Remuneration Policy:

In accordance with Section 178 of the Act, the committee has framed a nomination and remuneration policy and same is set out as Annexure 3 to the Board's Report.

Performance evaluation criteria for Independent Directors:

The Board of Directors, on recommendation of the nomination and remuneration committee, has adopted a framework for performance evaluation of the Board, its committees, individual directors and the chairperson through a survey questionnaire. The survey questionnaire broadly covers various aspects of Board functioning, composition of Board and its committees, culture, execution and performance of specific duties, obligation and governance. The evaluation parameters are based on the execution of specific duties, quality, deliberation at the meeting, independence of judgement, decision making, contribution of Directors at the meetings and functioning of the Committees.

Pecuniary relationship or transaction of Non-Executive Directors vis-a-vis the Company:

Apart from receiving Director's sitting fees and commission, the Non-Executive Directors of the Company do not have any pecuniary relationships or transactions with the Company.

Mr. Mikhil Narang and Mr. Anand Mahajan are members of the Indian Promoters' Group. Mr. Laurent Guillot, Mr. Sreedhar Natarajan, Mr. Laurent Tellier and Ms. Isabelle Hoepfner are employees of Saint-Gobain Group.

Details of the Remuneration to the Directors for the financial year ended March 31, 2021 are given below:

Executive Directors:

(i) All elements of remuneration package i.e. salary, benefits, perquisites, profit commission, pension etc.:

Mr. B. Santhanam: ` 160.56 lakhs.

Mr. Krishna Prasad: ` 295.39 lakhs.

(ii) Fixed component and performance linked incentives along with the performance criteria:

Fixed component is paid as salary and other perquisites. In addition, a profit commission, if applicable, is paid within the maximum ceiling on remuneration.

(iii) Service contracts, notice period, severance fees:

The appointment of Executive Directors is by virtue of their employment with the Company as management employees and therefore, their terms of employment are governed by the applicable policies at the relevant point in time.

(iv) Stock Options:

Presently, the Company does not have a scheme for grant of stock options either to the Managing Director or to any other employees.

Non-Executive Directors:

The Non-Executive Directors other than the nominee directors of CSG are paid sitting fees of 50,000 per meeting for Board and audit committee and 30,000 for its other committees.

The shareholder of the Company at the 67th AGM held on July 26, 2017, have approved payment of commission up to 1% of the net profits of the Company to its Non-Executive Directors (other than Nominee Directors of CSG) for a period of five years commencing from April 1, 2018. Out of the total commission payable, about 40% of the amount is paid to the Non-Independent Director(s) and the balance 60% is paid to Independent Directors based on the allocation approved by the Board of Directors.

The details of sitting fees (paid) and commission (payable) to Non-Executive Directors are as follows:

			(` lakhs)
Name	Sitting Fees	Profit Commission	Total
Mr. Keki Elavia	5.90	17.50	23.40
Dr. Archana Hingorani	5.60	17.50	23.10
Mr. Subodh Nadkarni	5.60	17.50	23.10
Mr. Mikhil Narang ~	0.80	4.35	5.15
Mr. Anand Mahajan	3.40	30.65	34.05

~ Relinquished the position of Non-Executive Director with effect from close of business hours of May 20, 2020, due to other professional commitments. The sitting fees include the payment of fees towards the attendance of the Board Meeting held on May 20, 2020 (for FY 2020-21) and Risk Management Committee Meeting held on May 18, 2020 (for FY 2019-20). The Risk Management Committee Meeting was held in compliance with SEBI Circular, SEBI/HO/CFD/CMD1/CIR/P/2020/48 dated March 26, 2020.

Equity Shares held by Non-Executive Directors:

As on March 31, 2021, Mr. Anand Mahajan holds 5,09,904 equity shares of the Company, which represents 0.46% of total paid-up capital of the Company. No other Non-Executive Director hold any equity shares in the Company.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The stakeholders relationship committee is constituted in line with the provisions of Section 178 of the Act and Regulation 20 of the Listing Regulations.

The Terms of Reference of the stakeholder relationship committee are in line with the Schedule II, Part D, clause B of the Listing Regulations.

Composition:

The composition of the stakeholders relationship committee and the details of meetings attended by its members are given below:

Name	Category	Number of meetings during the year 2020-21
		Held	Attended
Dr. Archana Hingorani (Chairman)	Independent, Non-Executive	2	2
Mr. Anand Mahajan	Promoter, Non-Executive	2	2
Mr. B. Santhanam	Executive	2	2

Meetings of Stakeholders Relationship Committee:

During the year ended March 31, 2021, two meetings of the stakeholders relationship committee were held on August 4, 2020 and January 29, 2021.

Necessary quorum was present for all the meetings.

Mr. K. Visweswaran, Company Secretary also functions as the Compliance Officer.

Details of investor complaints received and redressed during the year 2020-21 are as follows:

Opening balance	Received during the year	Resolved during the year	Closing balance
0	0	0	0

D. CORPORATE SOCIAL RESPONSIBILITY ("CSR") COMMITTEE

The CSR committee is constituted in line with the provision of Section 135 of the Act. The committee has an independent chair to monitor the CSR policy and programs and to ensure that they are in line with the Act and Rules framed thereunder.

The CSR policy and initiatives taken during the year are set out as Annexure 4 to the Board's Report and also disseminated through the website of the Company, www.grindwellnorton.co.in.

Composition:

The composition of CSR committee and details of meetings attended by its members are given below:

Name	Category	Number of meetings during the year 2020-21
		Held	Attended
Mr. Keki Elavia (Chairman)	Independent, Non-Executive	1	1
Mr. Laurent Guillot	Non-Executive	1	-
Mr. B. Santhanam	Executive	1	1

Meeting of the Corporate Social Responsibility Committee:

One meeting of the CSR committee was held during the year on May 20, 2020.

E. RISK MANAGEMENT COMMITTEE

The risk management committee is constituted in line with the Regulation 21 of the Listing Regulations. The committee has formulated risk management policy of the Company which is integrated with internal control system in line with the Saint-Gobain internal control and risk management system. The broad framework of the committee is to identify and analyse main identifiable risk, control activities proportionate to the risks, oversee cybersecurity, communication and implementation, and on-going monitoring and a regular review of the process.

Composition:

The Composition of risk management committee and details of meetings attended by its members are given below:

Name	Category	Number of meetings during the year 2020-21
		Held	Attended
Mr. Laurent Guillot (Chairman)	Non-Executive	1	-
Mr. Anand Mahajan	Promoter, Non-Executive	1	1
Mr. B. Santhanam	Executive	1	1

Meeting of the Risk Management Committee:

One meeting of the risk management committee was held during the year on January 29, 2021.

F. SEPARATE MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on January 29, 2021, without the attendance of Non-Independent Directors and members of the management. The said meeting was attended by all the Independent Directors of the Company.

4. GENERAL BODY MEETINGS

(a) Annual General Meetings:

Date and Time	Venue	Special Resolution Passed
July 26, 2018 at 3:00 p.m.	M.C. Ghia Hall Bhogilal Hargovindas Building 18/20, K. Dubash Marg Kala Ghoda, Mumbai 400 001	None
July 25, 2019	M.C. Ghia Hall	Yes
at 3:00 p.m.	Bhogilal Hargovindas Building, 18/20K. Dubash Marg Kala Ghoda, Mumbai 400 001	Re-appointment of Mr. Keki Elavia as an Independent Director of the Company
		Mr. Keki Elavia, Independent, Non-Executive was re-appointed for a second term of five consecutive years from July 23, 2019 to July 22, 2024.
July 24, 2020 at 3:00 p.m.	through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM")	None

(b) Postal Ballot: No Postal Ballot was conducted during the year 2020-21.

5. MEANS OF COMMUNICATION

Quarterly Financial Results and Publications:

The unaudited quarterly, unaudited half-yearly and audited annual financial results are approved by the Board of Directors and published in The Economic Times and Maharashtra Times.

The results are also displayed on the website of the Company, www.grindwellnorton.co.in. The presentation made to institutional investors and analysts are also displayed on the Company's website, www.grindwellnorton.co.in.

6. GENERAL SHAREHOLDERS' INFORMATION

(a) Annual General Meeting ("AGM") through VC/OAVM:

Day & Date : Wednesday, July 28, 2021

Time : 3:00 p.m. IST

(b) Financial Year: The Company's financial year begins on April 1 and ends on March 31 every year.

Calendar of Financial Results for 2021-22:

(i)	First Quarter Results	:	July/August, 2021
(ii)	Half-yearly Results	:	October/November, 2021
(iii)	Third Quarter Results	:	January/February, 2022
(iv)	Results for the year ending March 31, 2022	:	April/May, 2022

(c) Date of Book Closure:

Thursday, July 22, 2021 to Wednesday, July 28, 2021 (both days inclusive).

(d) Date of payment of Dividend:

The dividend, if approved by the Members, shall be paid/credited on or from Friday, July 30, 2021.

(e) Listing on Stock Exchange(s):

BSE Limited ("BSE"), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.

National Stock Exchange of India Limited ("NSE"), Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E),Mumbai 400 051.

The annual listing fees of BSE and NSE have been paid for the year 2021-2022.

(f) Stock Code/Symbol/International Securities Identification Number ("ISIN"):

NSE	:	GRINDWELL
BSE	:	506076
ISIN FOR NSDL/CDSL	:	INE536A01023

(g) Corporate Identity Number ("CIN") of the Company:

L26593MH1950PLC008163

(h) Market Price Data: High, Low during each month in the last financial year and performance in comparison to BSE Sensex (broad based index):

Month	NSE		BSE		Sensex
	High (`) \| Low<br>(`)	High (`) \| Low<br>(`)	Sensex High	Sensex Low
April, 2020	554.30	447.40	552.95	446.40	33717.62	27590.95
May, 2020	528.80	462.45	536.85	464.70	32424.10	30028.98
June, 2020	522.10	482.85	522.65	483.90	35430.43	33228.8
July, 2020	521.40	480.70	519.20	480.05	38492.95	35414.45
August, 2020	560.55	478.65	561.50	479.20	39467.31	36939.60
September, 2020	570.55	499.95	569.30	500.10	39302.85	36553.60
October, 2020	566.50	538.40	565.55	537.45	40794.74	38697.05
November, 2020	599.95	540.80	599.50	541.95	44523.02	39757.58
December, 2020	740.05	602.75	738.00	602.95	47751.33	44618.04
January, 2021	760.45	675.45	761.05	675.70	49792.12	46285.77
February, 2021	882.70	706.25	885.05	703.75	52154.13	48600.61
March, 2021	952.75	851.35	952.40	852.05	51444.65	48440.12

(i) Registrars and Transfer Agents:

TSR Darashaw Consultants Private Limited ("TCPL") C-101, 1st Floor, 247 Park L.B.S. Marg, Vikhroli (West) Mumbai 400 083 Telephone: + 91 22 6656 8484 Fax: + 91 22 6656 8494 E-mail: [email protected] Website: www.tcplindia.co.in

Documents will be accepted at the above address between 10.00 a.m. IST and 3.30 p.m. IST (Monday to Friday except bank holidays).

For the convenience of the shareholders, documents will also be accepted at the following branches of TCPL:

a. Branches of TCPL:

● Bengaluru

C/o. Mr. D. Nagendra Rao "Vaghdevi" 543/A, 7th Main 3rd Cross, Hanumanthnagar Bengaluru 560 019 Telephone: +91 80 26509004 Email: [email protected]

● New Delhi

C/o Link Intime India Private Limited Noble Heights, 1st Floor Plot No NH-2, C-1 Block, LSC Near Savitri Market, Janakpuri New Delhi 110 058 Telephone: +91 11 49411030 Email: [email protected]

● Ahmedabad

C/o Link Intime India Private Limited Amarnath Business Centre-1 (ABC-1) Beside Gala Business Centre Nr. St. Xavier's College Corner Off. C.G. Road, Ellisbridge Ahmedabad 380 006 Telephone: +91 79 26465179 Email : [email protected]

● Kolkata

C/o Link Intime India Private Limited Vaishno Chamber Flat No. 502 & 503 5th Floor 6, Brabourne Road Kolkata 700 001 Telephone: +91 33 40081986 Email: [email protected]

● Jamshedpur

Bungalow No. 1, 'E' Road Northern Town Bistupur Jamshedpur 831 001 Telephone: +91 657 2426937 Email: [email protected]

(j) Share Transfer System:

In terms of Regulation 40(1) of the Listing Regulations, as amended, securities can be transferred only in dematerialized form w.e.f. April 1, 2019, except in case of request received for transmission or transposition of securities. Members holding shares in physical form are requested to consider converting their holdings to dematerialised form. Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company. The certain officials of TCPL authorised by the Board severally to approve transfers, which are noted at subsequent Board Meetings.

(k) Shareholding Pattern as on March 31, 2021:

Category	Number of Shareholders	Number of Shares	Percentage
Promoters:
Foreign	2	56,828,000	51.33
Indian	9	7,746,772	7.00
Insurance Companies and Banks	12	1,578,487	1.43
UTI and Mutual Funds	70	17,629,327	15.92
NRI, OCBs, FIIs and FPIs	510	5,233,392	4.73
Domestic Companies and Trusts	280	4,900,175	4.43
Residential Individuals	18,681	16,803,847	15.18
Total	19,564	110,720,000	100.00

(l) Distribution of Shareholdings:

Number of Equity Shares	Number of Shares	Percentage of Capital	Number of Shareholders	Percentage of total Shareholders
Upto 250	783,655	0.71	13,296	67.96
251 to 500	1,085,568	0.98	2,801	14.32
501 to 1000	1,625,805	1.47	2,089	10.68
1001 to 5000	2,184,005	1.97	1,031	5.27
5001 to 10000	857,009	0.77	119	0.61
10001 to 100000	4,667,801	4.22	146	0.75
100001 and above	99,516,157	89.88	82	0.42
Total	110,720,000	100.00	19,564	100.00

(m) Dematerialisation of shares and liquidity:

99.29% of the paid-up capital has been dematerialised as on March 31, 2021.

(n) Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity:

The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the past and hence as on March 31, 2021, the Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments.

(o) Commodity price risk or foreign exchange risk and hedging activities:

GNO's foreign currency exposure on account of imports and exports are appropriately hedged. GNO has a well-defined and structured treasury operations, with the emphasis being on security. Please refer to Management Discussion and Analysis Report. GNO does not have direct exposure to Commodity risk and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not required to be given.

(p) Credit Ratings:

During the year, the Company has not issued any debt instruments or accepted any public Deposit.

(q) Preferential Allotment or Qualified Institutions placement:

The Company has not made any preferential allotment or qualified institutions placement during the financial year 2020-21.

(r) Fees to Statutory Auditors:

The particulars of payment of Statutory Auditors' Fees, on consolidated basis is given below:

	(` lakhs)
Particulars	Amount
Audit Fees	44.85
Tax Audit	2.00
Certification	0.75
Reimbursement of expenses	0.55
Total	48.15

(s) Complaints in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

During the year, the Company has not received any complaint of sexual harassment.

(t) Plant Locations:

The Company's plant are located at Mora (near Mumbai), Nagpur, Bengaluru, Tirupati, Bated (Himachal Pradesh) and Halol (near Vadodara). The Company's subsidiary, Saint-Gobain Ceramic Materials Bhutan Private Limited, has a plant near Phuentsholing in Bhutan.

(u) Address for correspondence:

Grindwell Norton Limited 5th Level, Leela Business Park Andheri-Kurla Road, Marol, Andheri (East) Mumbai 400 059 Tel: + 91 22 4021 21 21 ● Fax: + 91 22 4021 2012 Designated e-mail address for Investor Services: [email protected] Website: www.grindwellnorton.co.in

● SEBI toll free helpline service for investors: 1800 22 7575 or 1800 266 7575 (available on all days from 9:00 a.m. IST to 6:00 p.m. IST excluding declared holidays) SEBI investors' contact for feedback and assistance contact no.: + 91 22 2644 9000, e-mail: [email protected]

7. DISCLOSURES

(a) Materially Significant Related Party Transactions:

There are no materially significant related party transactions of the Company which have potential conflict with the interests of the Company at large. Transactions with related parties, as per the requirements of Indian Accounting Standards ("Ind AS") - 24, are disclosed in Note 47 of Notes forming part of financial statements. The Board has approved a policy for related party transactions which has been uploaded on the Company's website at the following link: http://www.grindwellnorton.co.in/investor-information.

(b) Compliance:

The Company has complied with the requirements of the Stock Exchanges, Securities and Exchange Board of India and other statutory authorities on all matters relating to capital markets, and no penalty or strictures were imposed on the Company during the last three years.

(c) Whistle Blower Policy and Vigil Mechanism:

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In order to provide a secure environment and encourage employees and others to report unethical, unlawful or improper practices, acts or activities, including leak or suspected leak of Unpublished Price Sensitive Information, a Whistle Blower Policy has been operational in the Company. The Whistle Blower Policy and Vigil Mechanism are disseminated through the Company's website, www.grindwellnorton.co.in. We affirm that no employee of the Company was denied access to the Audit Committee.

(d) Mandatory and Non-mandatory requirements:

The Company has complied with all the mandatory requirements of Schedule II of the Listing Regulations. The Company has fulfilled the following non-mandatory requirements as prescribed in Part E of Schedule II of the Listing Regulations:

(i) The financial statements of the Company are unmodified.
(ii) The Internal Auditor directly report to the Audit Committee.
(e) The audit committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary Company. The minutes of the board meetings of the unlisted subsidiary Company are periodically placed before the Board of Directors of the Company. The Company has a subsidiary incorporated in Bhutan. However, it is not a material subsidiary in terms of the Regulation 16 (1) (c) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The policy on determination of materiality is available on the website of the Company (web link https:\www.grindwellnorton.co.in/investors/policies).
(f) The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.

8. PROMOTERS' GROUP

i. Indian Promoters:

Mrs. V.A. Mahajan & family
Mrs. K.M. Narang & family

ii. Foreign Promoters (Collaborators):

(a) Saint-Gobain Abrasives Inc., USA
(b) SPAFI-Societe de Participations Financieres Et Industrielles, France

iii. Other Saint-Gobain Group of Companies in India:

(a) Saint-Gobain India Private Limited
(b) Saint-Gobain Industries India Private Limited
(c) Saint-Gobain India Foundation
(d) Saint-Gobain Sekurit India Limited

9. OTHER INFORMATION

(a) CEO/CFO certification:

Pursuant to the provisions of Regulation 17(8), Part B of Schedule II of Listing Regulations, the Managing Director ("CEO") and the Vice President-Finance & IT ("CFO") have issued a certificate to the Board of Directors, for the financial year ended March 31, 2021.

(b) Code of Conduct:

The Company has laid down a code of conduct for all Board members and senior management personnel of the Company. The code of conduct is available on the website of the Company, www.grindwellnorton.co.in. Internally, all employees of the Company are expected to strictly follow Saint-Gobain's Principles of Conduct and Action and Code of Conduct for Saint-Gobain employees, which also includes Prevention of Insider Trading in India.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT

This is to confirm that all the Board members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct for the financial year ended March 31, 2021.

For Grindwell Norton Limited

Mumbai, May 7, 2021 Managing Director

B. SANTHANAM

PRACTISING COMPANY SECRETARIES' CERTIFICATE ON CORPORATE GOVERNANCE

To, The Members of Grindwell Norton Limited

We have examined the compliance of the conditions of Corporate Governance by Grindwell Norton Limited ('the Company') for the year ended on March 31, 2021, as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D & E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations for the year ended on March 31, 2021.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Parikh & Associates Company Secretaries

Mitesh Dhabliwala Partner Place : Mumbai FCS No: 8331 CP No: 9511 Date : May 7, 2021 UDIN: F008331C000255116

(As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015)

Introduction

Grindwell Norton Limited's commitment to sustainability is based on the values forged over its long history. As a part of the Saint-Gobain Group, Grindwell Norton Limited ("GNO") is committed to sustainable business and has adopted the Group's Corporate Social Responsibility ("CSR") Policy and adapted it to the Indian context. The Group's policy has five broad areas of action: inventing and promoting sustainable buildings, limiting the Group's environmental impacts, encouraging employees' professional growth, supporting local community development and taking action across the value chain. GNO will focus on all except one (inventing sustainable buildings) of these areas of action. In addition, as an important element of sustainable business and in line with its CSR Policy, GNO will lay great emphasis on ensuring that its business practices meet the highest standards of corporate governance and ethics.

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

1. Corporate Identity Number (CIN) of the Company: L26593MH1950PLC008163
2. Name of the Company: Grindwell Norton Limited
3. Registered address: 5th Level, Leela Business Park, Andheri-Kurla Road, Marol, Andheri (East), Mumbai 400 059
4. Website: www.grindwellnorton.co.in
5. E-mail id: [email protected]
6. Financial Year reported: April 1, 2020 to March 31, 2021
7. Sector(s) that the Company is engaged in (industrial activity code-wise):

NIC Code	Product Description
2399	Abrasives
2391	Refractory Products

8. List three key products/ services that the Company manufactures/provides (as in balance sheet):
Abrasives
Performance Ceramics and Refractories (formerly known as High Performance Refractories)
Performance Plastics

9. Total number of locations where business activity is undertaken by the Company:

Number of International Locations: GNO, through its subsidiary, has a plant located in Bhutan.

Number of National Locations: GNO has its registered and corporate office in Mumbai and its manufacturing units are located in Mora (near Mumbai), Bengaluru, Tirupati, Nagpur, Bated (Himachal Pradesh) and Halol (near Vadodara). The regional/ branch offices are located at Ahmedabad, Bengaluru, Chennai, Jamshedpur, Kolkata, Ludhiana, Noida, Pune, and Navi Mumbai.

Markets served by the Company: The markets for the Company's products are across India and overseas.

SECTION B: FINANCIAL DETAILS OF THE COMPANY

Sr. No.	Particulars	FY 2020-21 (` lakhs)
1.	Paid-up Capital	5,536
2.	Revenue from Operations	1,632,90
3.	Profit after Tax	242,07
4.	Total Spending on CSR i) In ` lakhs ii) As % of average profit of immediately preceding three financial years	489.49 2.13%
5.	List of major activities in which expenditure in 4 above has been incurred	Primarily, education of underprivileged children

SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary Company/Companies? Yes
2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent Company? If yes, then indicate the number of such subsidiary Company(s): Yes, the Company's overseas subsidiary participates in BR initiatives.
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]: Some suppliers/customers/associates participate in such activities although it is difficult to ascertain the percentage.

SECTION D: BR INFORMATION

1. Details of Director/Directors responsible for BR
(a) Details of Director/Director responsible for implementation of the BR policy/policies:

Sr. No.	Particulars	Details
1.	DIN Number	00494806
2.	Name	Mr. B. Santhanam
3.	Designation	Managing Director

(b) Details of the BR head

Sr. No.	Particulars	Details
1.	DIN Number (if applicable)	00130438
2.	Name	Mr. Krishna Prasad
3.	Designation	Executive, Alternate Director
4.	Telephone number	+91 22 4021 2121
5.	e-mail id	[email protected]

2. Principle-wise [as per National Voluntary Guidelines(NVG)] Business Responsibility Policy/policies

The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of Corporate Affairs has adopted following nine areas of Business Responsibility. These, briefly, are as follows:

P1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle
P3 Businesses should promote the wellbeing of all employees
P4 Businesses should respect the interest of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized
P5 Businesses should respect and promote human rights
P6 Businesses should respect, protect, and make efforts to restore the environment
P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner
P8 Businesses should support inclusive growth and equitable development
P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner

(a) Details of compliance (Reply in Y/N)

Sr. No.	Questions	P1	P2	P3	P4	P5	P6	P7	P8	P9
1.	Do you have a policy/policies for…	Y	Y	Y	Y	Y	Y	Y	Y	Y
2.	Has the policy being formulated in consultation with the relevant stakeholders?	Y	Y	Y	Y	Y	Y	Y	Y	Y
3.	Does the policy conform to any national/ international standards? If yes specify? (50 words)		Policies are prepared in line with applicable laws and in line with international standards such as ISO and OSHAS.
4.	Has the policy being approved by the Board? If yes, has it been signed by MD/owner/CEO/ appropriate Board Director?	Yes.
5.	Does the Company have a specified committee of the Board/Director/Official to oversee the implementation of the policy?	Yes.
6.	Indicate the link for the policy to be viewed online?		Policy on related party transactions (www.grindwellnorton.co.in/investor-information)
			Corporate Social Responsibility policy (www.grindwellnorton.co.in/investor-information)
			SG's Principles of Conduct & Action and the Code of Conduct for the Groups employees in India (www.grindwellnorton.co.in/commitments)
			Quality Policy (www.grindwellnorton.co.in/investor-information)
			Whistle Blower Policy (www.grindwellnorton.co.in/investor-information)
			Environmental Health and Safety Policy (www.grindwellnorton.co.in/investor-information)
			Code of Practices and Procedures for Fair Disclosures and Legitimate Policy (www.grindwellnorton.co.in/investor-information)
			Dividend Distribution Policy
			(www.grindwellnorton.co.in/investor-information)
			Policy for Determination of Materiality
			(www.grindwellnorton.co.in/investor-information)
			Archival Policy (www.grindwellnorton.co.in/investor-information)
			Nomination and Remuneration Policy
			(www.grindwellnorton.co.in/investor-information)
7.	Has the policy been formally communicated to all relevant internal and external stakeholders?	them.	Yes, these policies are communicated to all internal stakeholders and also to external stakeholders based on their relevance to
8.	Does the Company have in-house structure to implement the policy/policies?		The Company has in-house structure to implement these policies.
9.	Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders' grievances related to the policy/policies?	The Whistle blower mechanism enables employees and others to report any concerns or grievances. The investor grievance committee monitors the grievances of the shareholders. Customer complaints are monitored by each business through proper review mechanism.
10.	Has the Company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?		The Code of Conduct of the Company is reviewed by the Internal Auditors and the Quality and Safety, Health and Environment policies are subject to internal and external audits.

3. Governance related to BR

(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year: Annually.
(b) Does the Company publish a BR or a Sustainable Report? What is the hyperlink for viewing this report? How frequently it is published?

The Company publishes its Business Responsibility Report annually as part of the Annual Report of the Company. The Business Responsibility Report can be accessed at www.grindwellnorton.co.in.

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1

Businesses should conduct and govern themselves with Ethics, Transparency and Accountability

GNO believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. GNO adopted the "Code of Conduct" with the underlying philosophy of engaging with all stakeholders (including suppliers, channel partners, customers, employees, shareholders, the government and the public at large) in a fair and highly ethical manner. The compliance programme which strengthens the effective application of the Code of Conduct is an ongoing obligation of the Company as well as of the employees. Various tools are implemented to monitor the compliance programme. Also e-learning modules are developed in order to train employees about the Compliance programme.

The Code of Conduct provides guidelines on equal opportunities for all, enabling work environment, compliance, procurement practices, free and fair competition and environment, health and safety. All new employees are provided with the Code of Conduct in the welcome kit as part of their induction and also training is provided to all employees on a continuous basis. These policies and guidelines are also communicated to various other stakeholders such as suppliers, customers and associates and it is expected that they will follow the same in their dealings with the Company. The Company periodically cascades the principles embodied in the Code of Conduct across the organization.

GNO also has a Whistle Blower Policy which allows employees to bring to the attention of the Management, promptly and directly, any unethical behaviour, insider trading, leak or suspected leak of unpublished price sensitive information of the Company, suspected fraud or irregularity in the Company practices or any behaviour, which is not in line with the Code of Conduct. This policy is widely communicated to all the stakeholders. GNO has provided a dedicated e-mail address: [email protected] for reporting such grievances. The policy also encourages employees to write directly to the Senior Management and the Compliance Officer. Employees may communicate in writing, by e-mail, by speaking over the phone or face-to-face. Anonymous complaints are also permitted. Employees are encouraged to raise any concerns without any fear or threat of being victimized. In addition, as per the SG Group's Whistle Blower Policy, all employees may also write directly to the Group's Compliance Officer in Paris. Such references, however, cannot be made anonymously.

During the financial year 2020-21, one case was reported under the Code of Conduct framework and the same was investigated and dealt with in accordance with the Code of Conduct procedure.

All cases registered under Code of Conduct and Whistle Blower Policy of the Company are reported to the Management and are reviewed by the Managing Director.

Principle 2

Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle

Most of GNO's businesses and products are part of the High Performance Solutions ("HPS") division of Saint-Gobain. These businesses provide solutions with high-technology content for a wide range of leading-edge applications for the building, transportation, industrial, healthcare and other diverse markets. These businesses offer a portfolio of complementary products to its customers, often in niche industrial segments that are ideal for co-development projects. These businesses have the capability to design solutions tailored to their customer's specific needs.

GNO's businesses are engaged in initiatives aimed at ensuring that their products are safe in terms of their composition and their usage/application and contribute to sustainability throughout their life cycle. For example, many of the products offered by these businesses help to reduce energy consumption, provide protection, improve comfort and sustain the environment.

GNO is committed to responsible purchasing. This purchasing approach is based on the Suppliers' Charter which sets out the Company's expectations and requirement from its suppliers, among other things, on protection of the environment, on health and safety of their employees, on compliance with all laws and regulations and on human rights. Responsible purchasing is built on two pillars, Purchase Charter and Supplier Charter. It comprises of three stages,

b. Evaluating the performance of suppliers to classify the risks;
c. Action plan based on internal and external audits.

Suppliers who violate the Charter are black-listed and GNO stops dealing with them.

All sites of GNO have ongoing projects aimed at reducing the generation of waste and increasing the recycling of waste. Despite the issues related to COVID-19, which impacted the recycling of wastes in 2020, the overall waste reduced marginally compared to the previous year. However, on a longer horizon, GNO sites have reduced the non-recoverable wastes by nearly 39% over the last 10 years. Towards this, in some business, new products have been developed which can utilize the waste generated from certain other products. Saint-Gobain Group's sustainable water management policy has been implemented in India. Some of the sites have undertaken rainwater harvesting projects. All sites have invested in effluent treatment plants to recycle and reuse a significant part of their water consumption. The Company is committed to provide products which are safe and to innovate on the basis of sound technology and applying rigorous standards of product safety.

Principle 3

Businesses should promote the wellbeing of all employees

The aim of the GNO's human resources policy is to provide each employee with a working environment that is safe and hygienic and that fosters personal and professional fulfillment and growth, as these are fundamental aspects of well-being and performance at the workplace. GNO adopted the "Saint-Gobain Attitudes" which set out the behaviours expected from employees. There is a clearly defined career philosophy which revolves around job rotation and diversity of experiences at all stages of the individual career.

Health and Safety:

The health and safety of its employees is deeply embedded in Saint-Gobain's CSR, EHS and HR policies. The Group's Environment, Health and Safety ("EHS") Charter, communicated to all employees, set out the objectives which include zero lost-time accidents and zero occupational illness. Saint-Gobain has drawn up standards and recommendations with regard to specific EHS concerns. The standards are mandatory and apply to all sites of the Group, even if the country or local legislation is less stringent. GNO's EHS policy states that as a responsible corporate citizen and employer, we have an obligation to the public, in general, and to our employees, in particular, to operate our facilities and to conduct our business in such a way as to; (1) ensure the health and safety of all our employees; and (2) to protect the environment. GNO's management, at every level, from the top to the shop-floor, monitors and reports accidents (lost-time and non-lost-time), first aid cases and near misses. GNO also continuously identifies and reduces risks and offers itself for periodic audits. The health and safety policies apply to everyone (employees, service providers, participants of onsite initiatives viz. student interns, apprentices, visitors) at all the sites of your Company. GNO emphasizes the importance of healthy living to all the employees and facilitates the same by providing regular health check-ups (and other medical advisory interventions) to all its employees. GNO has also implemented Safety and Health Risk assessment tool to assess and monitor the industrial hygiene and safety risks to which any person working on the Company's sites may be exposed. This tool helps the Company to identify the risk and provide sufficient training to the employees and also to set the improvement in processes to eliminate/reduce the risk.

Diversity:

Globally, diversity is an important HR priority. For GNO increasing diversity (gender, age, regional, economic and cultural background, people with different abilities etc.) in the workforce is a challenge, an opportunity and is a major objective.

Total number of employees (permanent/temporary/contractual/casual)	4231
Total number of permanent employees	2006
Total number of employees hired on temporary/contractual/casual basis	2225
Number of permanent women employee	257
Number of permanent employees with disabilities	4
Whether the employee association is recognized by the Management	Yes
Percentage of your permanent employees are the members of this recognized employee association	22%
Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year	NIL
Percentage of the employees were given safety & skill up-gradation training in the last year	100%

Awareness (web-based) programmes are carried out to raise awareness on the issue of sexual harassment at the workplace. All employees (including, new joiners, trainees, interns) are required to complete a mandatory e-learning programme on sexual harassment at the workplace.

Principle 4

Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized

The success of the business enterprises is always measured in terms of the value it creates in society. The main purpose of any business is to fully meet the needs of its customers. In addition, the value a business creates can be measured in terms of employee development, supplier development, returns to shareholders, taxes paid to the government and community development. GNO contributes to the economic development in the regions in which it operates by creating several upstream and downstream indirect jobs. The responsible purchasing approach is designed to extend the Company's good business practices to partners all the way up and down the value chain. GNO is an equal opportunity employer and provides equal opportunities to differently-abled, marginalized people and people from economically weaker backgrounds. The internal and external stakeholders mapped are identified and disadvantaged, vulnerable and marginal stakeholders are provided with the opportunity. The Company is engaged in providing skill development training to these stakeholders through National Employability Enhancement Mission ("NEEM") programme. Around 42 people are currently undergoing training under this programme. GNO contributes to the Saint-Gobain India Foundation whose main objective is the education of underprivileged children and protecting the environment.

Principle 5

Businesses should respect and promote human rights

The aim of the Company's human resources policy is to provide each employee with a working environment that is safe and hygienic and that fosters personal and professional fulfillment and growth, as these are fundamental aspects of well-being and performance in the workplace. The commitment to human rights is embedded in the Code of Conduct adopted by the Company.

The Company ensures that employees' rights are respected, even as it promotes active dialogues with all its employees. The Company also prohibits any form of recourse to forced labour, compulsory labour or child labour - whether directly or indirectly or through sub-contractors where the latter are working on a Group or Company's site/plant. The Company also refrains from any form of discrimination of whatever kind with respect to its employees whether in the recruitment process, at hiring, or during or at the end of the employment relationship. GNO protects the rights of the employees engaged indirectly or through sub-contractors by monitoring and ensuring that the sub-contractors comply with payment of social security dues properly and in a timely manner and provide a safe and healthy working conditions.

In addition, as per the Suppliers' Charter, suppliers are required to declare and to ensure that they strictly respect the human rights of their employees. In particular, they must declare and ensure that they refrain from any form of recourse to forced labour, compulsory labour or child labour - whether directly or indirectly or through their sub-contractors. Some of the major suppliers are subject to periodic audits and are evaluated on the EHS and labour practices, and business ethics followed by them.

No complaint pertaining to Human Rights violation, Child Labour and Forced Labour during the financial year 2020-21 has been received by your Company.

Principle 6

Businesses should respect, protect, and make efforts to restore the environment

GNO strives to ensure the preservation and availability of all natural resources and to meet the expectations of all its stakeholders in this regard. More specifically, GNO's EHS policy states that as a responsible corporate citizen and employer, we have an obligation to the public, in general, and our employees, in particular, to operate our facilities and to conduct our business in such a way as to; (1) ensure the health and safety of all our employees; and (2) to protect the environment. Moreover, Saint-Gobain's EHS Charter states: let's commit ourselves every day to achieving our objectives: zero work-related accidents, zero occupational illnesses, zero environmental accidents and to minimize the impact of our activities on the environment. GNO's policy on the environment extends to its business partners including suppliers, vendors and contractors. The Company strives to reduce business risk by securing sustainable sources of supply for raw materials, by reducing the usage of packaging materials and improving manufacturing efficiencies.

In line with the Group's Charter, GNO's objective is to achieve zero environmental accidents and the maximum possible reduction of the impact of its activities. Also, there are specific certifications such as ISO 9001, ISO 14001 and OHSAS 18001 that governs the Environment Management Systems. All GNO sites are currently certified under these International Standards.

The Company periodically assesses the environmental impact through its Aspect/Impact assessment activity and Hazard Identification and Risk Assessment technique as a part of our Environment Management System certifications of ISO 14001 and Occupational Health and Safety Management System certification of OHSAS 18001. The emission norms are well within the permissible limits and, as a part of the global strategy, the Company strives to reduce the emission norms below the legally permissible limits. The Company does not have pending show cause or legal notice under pollution control legislations.

It is the endeavor of the Company to commit to Clean Development. At present, the Company has not registered any project under Clean Development Mechanism. GNO is, however, committed to drive energy efficiency. This is achieved through operating plants and offices efficiently and driving Green Initiatives and Resource Conservation. GNO focuses on improving the energy efficiency of its operations and using renewable energy wherever it is viable. In its continuous effort to move towards adopting Renewable Energy sources, the Company completed the installation of the captive solar power plant of 0.7 MW capacity at its Nagpur facility and continued procurement of its Electricity consumption from Renewable Energy sources like Solar and Wind in the current year. This, and other measures of energy conservations in your Company and considering the lockdown resulted in reducing the CO2 emissions by 1% as compared to previous year (nearly 53% reduction in CO2 emissions in the last ten years).

Energy efficiency is a key component in every site's environmental performance. All sites are making progress in this area by innovating and optimizing existing equipment and processes. This includes improving combustion processes, making refractories more effective, recovering heat from kilns, stringent norms in place towards checking the quality of incoming furnace oil, process optimization for kilns and driers, using alternate fuels or sources of the electricity that are less harmful to climate change and replacing the end of life equipment.

GNO's businesses have, over the years, taken various initiatives to reduce energy consumption, noise level and water consumption in their manufacturing process. Here are a few recent examples:

1. Reduction in energy consumption by use of energy efficient lightings in offices and plant premises and reduction of kiln cycle hours through optimization of the process.
1. Reduction in noise level by providing enclosures with noise absorbent pads and silencer provided for the exhaust pipes and at suction blower in the kiln.
1. Reduction in water consumption by eliminating the losses.
1. Usage of natural gas as an alternative fuel to furnace oil and diesel.

The Saint-Gobain Group's sustainable water management policy has been implemented in India. All sites of GNO have taken steps to reduce the amount of withdrawals and discharges. Most of the sites have undertaken rainwater harvesting projects. Most of GNO's sites have invested in effluent treatment plants and the recycled water is used in the site. All sites have taken steps to reduce the amount of withdrawals and discharges.

Currently, GNO recycles its wastewater, besides ensuring "zero discharge" of industrial water.

Principle 7

Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner

The nature of GNO's businesses is such that it is not actively involved in influencing public and regulatory policies. As a responsible corporate citizen, however, GNO is associated and engaged with associations/chambers like the Bombay Chamber of Commerce and the Confederation of Indian Industry which provides a forum for exchanging views on economic legislation and governance and making representations when required.

Principle 8

Businesses should support inclusive growth and equitable development

Our environment management aims toward ensuring that the ecosystem services in areas where we operate are protected and maintained for equitable use by future generations. The Company 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. CSR impacts every aspect of how it conducts its business and is far more than philanthropy.

GNO, along with the other subsidiaries of the Saint-Gobain Group in India, set up the Saint-Gobain India Foundation ("SGIF"). Through this Foundation, the Company has taken on the task of improving the living conditions of the disadvantaged sectors of the population by supporting projects related to the education of the underprivileged, particularly of the girl child. It is also active in providing skill development opportunities. GNO is represented on the Board of SGIF and its management is involved in the working of SGIF.

SGIF funds projects undertaken by various NGO partners. Here are some examples:

Akanksha Foundation is an NGO that works primarily in the field of education of underprivileged children through Akanksha Schools. Akanksha adopts, manages and operates government schools in Mumbai. Saint-Gobain India Foundation supported 250 students of Natwar Nagar Mumbai Public School for 2020-21.

Aseema is a Mumbai based NGO working for the rights of underprivileged children living in the streets and in slum communities. It supports poorly functioning municipal schools and helps improve students learning. Saint-Gobain India Foundation has sponsored the education of around 140 children at the Santacruz (West) Municipal School, Mumbai and Igatpuri.

Parikrma aims at creating a sustainable model by effecting a fundamental change in the way the poor and marginal children are educated. Saint-Gobain India Foundation supports 150 students in Bengaluru.

SOS Children's Villages of India is committed to the welfare of orphaned and abandoned children and provides shelter and education to such children. Saint-Gobain India Foundation supports 60 children at SOS village in Bengaluru.

The K.C. Mahindra Education Trust (KCMET) is an NGO that undertakes a number of education initiatives and livelihood training to youth from socially disadvantaged sections of society. SGIF supports 842 primary School girls (Class 1-5) & 1658 Secondary School girls (Class 6-10) through Nanhikali Programme

In addition to the above, the Company has contributed towards COVID-19 initiatives, extended support to people affected by the pandemic - distribution of PPE kits, medical and infrastructure support.

Principle 9

Businesses should engage with and provide value to their customers and consumers in a responsible manner

GNO seeks to maintain a relationship of trust with all its channel partners and customers. The strong Pan-India network of dealers and retailers helps to provide service and deliver the Company's products to thousands of end-consumers across the country. GNO is active in industrial markets, where its expertise in innovation and co-development is applied in diverse sectors. The Company works closely with the customers in the co-development of new products and solutions. In order to maximize the value addition to the customers, GNO also offers installation services and is involved in designing of products in some of its businesses. The employees of dealers and customers are provided training by the Company on the use of its products in order to ensure safety in their usage and also to provide value by better understanding and meeting the end-users expectations. The Company also supports the development of self-regulatory codes for all its marketing and advertising activities.

GNO has deployed the World Class Manufacturing ("WCM") programme, an integrated management system to improve the business performance through industrial excellence, in accordance with world standards. This enables the Company to serve the customer with targeted response time and improved quality.

The Company's businesses either have a portal or have a dedicated consumer response cell to respond to customer queries and feedback on products so as to enable the Company to improve upon its products and services. Consumers are provided multiple options to connect with the Company through e-mail, telephone and through the website.

The customer complaints are reviewed by senior personnel in each business. All the complaints received during the year were resolved successfully and there were no pending complaints at the end of the year.

GNO's products meet the highest standards of quality and safety and comply with the various regulations such as Legal Metrology Act, Trademark Act and Copyright Act, ISO 9001, ISO 14001 and OHSAS 18001, wherever applicable. The Company's communications are aimed at enabling customers to make informed purchase decisions. The Company also makes efforts to educate customers on the responsible usage of its products and services.

The employees of GNO are expected to comply at all times with Competition Law and follow fair practices. Relevant employees are required to do a mandatory e-learning course on compliance with Competition Law. This has to be completed every two years. The Management of GNO regularly reminds them of Saint-Gobain's policy of zero tolerance on any violation of Competition Law. During the year, there were no anti-competitive, abuses of dominant position or unfair practices complaints against the Company and there are no cases pending against the Company.

Customer satisfaction is regularly monitored in the Abrasives business of the Company. Based on the feedback provided by the customers, it is able to undertake corrective actions and improve service to its customers.

Independent auditor's report To the Members of Grindwell Norton Limited

Report on the audit of the Standalone financial statements

Opinion

1. We have audited the accompanying standalone financial statements of Grindwell Norton Limited ("the Company"), which comprise the balance sheet as at March 31, 2021, and the statement of Profit and Loss (including Other Comprehensive Income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.
1. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

	Key Audit Matters	How our audit addressed the key audit matter
	1) Assessment of valuation of Unquoted Equity Investment
	(Refer to Notes 5 and 40 to the standalone financial statements)		Our procedures to test the valuation of investment in the unquoted equity instruments include the following:
	The Company has investments amounting to ` 173,60 lakhs in equity interest of two unquoted companies valued on 'Fair Value through Other Comprehensive Income' in accordance with related Accounting Standard.	●	Understanding and evaluation of design and testing of operating effectiveness of the controls over determination of fair value (including valuation model and assumptions/ judgements) of unquoted equity instruments.
	In measuring these investments, valuation methods are used based on inputs that are not directly observable	●	Assessing the accuracy and reasonableness of the input data provided by the Management by agreeing with approved budgets.
	from market information and certain other unobservable inputs. The Management has also used the services of an independent professional valuation expert in this regard.	●	Comparing recent historical results vis-à-vis corresponding budgets.
	Key inputs used in the valuation of above investments are cash flow projections, growth rate, terminal value, discount	●	Evaluation of competence, capabilities and objectivity of the valuation expert engaged by the Management.
	rate etc.	●	Assessment of reasonableness of cash flow projections and performed audit procedures on management's
	The valuation of these assets is important to our audit as it is highly dependent on estimates (various assumptions and techniques used) which contain assumptions that are not observable in the market.		assumptions such as earnings growth rate, cost escalation/ savings etc. and also along with the auditor's expert, assessed valuation methodology, discount rate, terminal growth rate, etc.
	Given the inherent subjectivity in the valuation of the above investments, relative significance of these investments to	●	Testing the mathematical accuracy of the discounted cash flow projections.
the standalone financial statements and the nature and extent of audit procedures involved, we determined this to be a key audit matter.	●	Assessed adequacy of relevant disclosures in the standalone financial statements.
		Based	on the above audit procedures performed, the Management's assessment of valuation of investment in the unquoted equity instruments was considered to be reasonable.

Key Audit Matters	How our audit addressed the key audit matter
2) Migration of financial system to SAP during the year
The Company's financial reporting process significantly ● relies on the design and operating effectiveness of its IT systems. ● The Company used IIS (Legacy system) as its key financial application for the period from April 1, 2020 to December 31, 2020; It migrated to SAP ECC 6.0 with effect from ● January 01, 2021. This is a key audit matter because migration to SAP	We performed the following procedures with respect to the migration and the new system:
	Obtained an understanding and evaluated the project governance and the management oversight of the migration and tested the relevant controls over data migration.
	Tested a sample of the migrated balances of general ledgers, sub-ledgers and open items for completeness and accuracy as of 1st January 2021.
ECC 6.0 involved migration of financially significant data from the legacy system to SAP ECC 6.0 and changes in automated controls and key reports.	Evaluated the design and tested the operating effectiveness ● of the relevant IT General Controls (ITGC), business process controls (both automated and manual) and tested the completeness and accuracy of key reports on a sample basis in SAP ECC 6.0 for the period from January 1, 2021 to March 31, 2021. Based on the above procedures, we did not find any significant exceptions in the data migration, ITGC, business process controls and key reports in SAP ECC 6.0

Other Information

The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the standalone financial statements

1. The Company's Board of Directors is responsible for the matters stated in section 134(5) of theAct with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
1. In preparing the standalone financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
1. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
● Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
● Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
● Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
1. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
1. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
1. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and Statement of Cash Flow dealt with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.
e. On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".
g. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements – Refer Note 43 to the standalone financial statements;
ii. The Company has long-term contracts as at March 31, 2021 for which there were no material foreseeable losses. The Company did not have long term derivative contracts as at March 31, 2021.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2021.
iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2021.
1. The Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/ N500016

Sachin Parekh Partner Place - Mumbai Membership Number - 107038 Date - May 7, 2021 UDIN- 21107038AAAAEB9250

Annexure A to Independent Auditors' Report

Referred to in paragraph 15(f) of the Independent Auditors' Report of even date to the members of Grindwell Norton Limited on the standalone financial statements for the year ended March 31, 2020 Report on Internal Financial Controls with reference to financial statements under clause (i) of Sub-Section 3 of Section 143 of the Act

We have audited the internal financial controls with reference to financial statements of Grindwell Norton Limited ("the Company") as of March 31, 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors' Responsibility

1. Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.
1. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
1. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A Company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/N500016

Sachin Parekh Partner Place - Mumbai Membership Number - 107038 Date - May 7, 2021 UDIN- 21107038AAAAEB9250

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.
(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.
(c) The title deeds of immovable properties, as disclosed in Note 3 –Property, Plant and Equipment to the standalone financial statements, are held in the name of the Company.
ii. The physical verification of inventory (excluding stocks with third parties) have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material.
iii. (a) The Company had granted unsecured loans to a party covered in the register maintained under Section 189 of the Act. The Company has not granted any other loans, secured or unsecured, to companies, firms or LLPs covered in the register maintained under Section 189 of the Act.
(b) In respect of the aforesaid loans, the terms and conditions under which such loans were granted was not prejudicial to the Company's interest.
(c) In respect of the aforesaid loans, the schedule of repayment of principal and payment of interest was stipulated, and the party has repaid the principal amount during the year and was also regular in payment of interest as applicable.
(d) In respect of the aforesaid loans, there was no amount which is overdue for more than ninety days.
iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act in respect of the loans or investments made, or guarantees or security provided by it.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income tax, service tax, duty of customs, duty of excise, sales tax, value added tax, cess, goods and service tax and other material statutory dues, as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of service tax and goods and service tax which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, value added tax, duty of customs and duty of excise as at March 31, 2021, which have not been deposited on account of a dispute, are as follows:

Name of the statute	Nature of dues	Amount (` in lakhs)	Period to which the amount relates	Forum where the dispute is pending
The Central Excise Act, 1944	Excise Duty	50.52	Financial year 2005-2006 to 2011-12	Customs, Excise and Service Tax Appellate Tribunal
The Customs Act, 1962	Customs Duty	2,47.24	Financial Years 2006-07 to 2012-13	Customs, Excise and Service Tax Appellate Tribunal
The Karnataka Value Added Tax, 2003	Value Added Tax	18.85	Financial year 2009-2010	Karnataka Appellate Tribunal, Bangalore
		62.88	Financial years 2010-2011 to 2012-2013	Joint Commissioner of Commercial Taxes
The Central Sales Tax Act, 1956	Central Sales Tax	2.39	Financial year 2010-2011	Assistant Commissioner
The Gujarat Value Added Tax Act, 2003	Value Added Tax	36.44	Financial year 2009-2010	Gujarat Value Added Tax Tribunal
The Income Tax Act,	Income Tax	1,86.04	Assessment Year 2008-2009	Honorable High Court of Bombay
1961		20.34	Assessment Year 2016-2017	Commissioner of Income Tax, Appeal

viii. As the Company does not have any loans or borrowings from any financial institution or bank or Government, nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(viii) of the Order are not applicable to the Company.
ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.
x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.
xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. Also, refer paragraph 15 of our main report.
xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.
xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Sachin Parekh

Partner Place - Mumbai Membership Number - 107038 Date - May 7, 2021 UDIN- 21107038AAAAEB9250

STANDALONE BALANCE SHEET AS AT MARCH 31, 2021

			(All amounts in ` lakhs, unless otherwise stated)
	Notes	March 31, 2021	March 31, 2020
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment	3	328,54.94	338,70.77
Right-of-use asset	3A	10,48.69	20,81.08
Capital work-in-progress	3	23,78.63	28,80.01
Goodwill	4	48.80	48.80
Other intangible assets	4	8,57.11	43.57
Financial assets
i. Investments	5	212,37.02	189,14.13
ii. Loans	6	9,63.19	11,63.25
iii. Other financial assets	7	13.38	12.61
Other non-current assets	8	19,29.94	8,42.57
Total non-current assets Current assets		613,31.70	598,56.79
Inventories	9	314,62.33	293,60.23
Financial assets
i. Investments	10	521,39.99	413,89.37
ii. Trade receivables	11	199,75.78	200,62.69
iii. Cash and cash equivalents	12	15,90.12	5,30.97
iv. Bank balances other than (iii) above v. Loans	13 14	106,18.38 50.27	1,61.41 3,10.22
vi. Other financial assets	15	17,44.49	12,66.69
Other current assets	16	53,48.55	38,62.67
Total current assets		1,229,29.91	969,44.25
Total assets		1,842,61.61	1,568,01.04
EQUITY AND LIAB ILITIES
Eq uity
Equity share capital	17	55,36.00	55,36.00
Other equity	18	1,301,69.54	1,121,30.73
Total equity		1,357,05.54	1,176,66.73
LIAB ILITIES
Non -current liabilities
Financial liabilities
i. Lease liabilities	19	4,66.93	10,85.88
Provisions Deferred tax liabilities (Net)	20 21	25,90.71	22,97.33 15,34.15
Other non-current liabilities	22	19,31.51 69.99	97.21
Total non-current liabilities		50,59.14	50,14.57
Current liabilities
Financial liabilities
i. Lease liabilities	23	5,69.91	9,55.09
ii. Trade payables	24
(a) Total outstanding dues of micro and small enterprises		5,46.45	2,22.21
(b) Total outstanding dues of creditors other than (ii)(a) above		306,80.50	225,51.28
iii. Other financial liabilities	25	56,35.25	48,75.56
Provisions	26	22,62.56	23,72.25
Current tax liabilities (Net)	27	6,79.06	5,27.08
Other current liabilities	28	31,23.20	26,16.27 341,19.74
Total current liabilities Total liabilities		434,96.93 485,56.07	391,34.31
Total eq uity and liabilities		1,842,61.61	1,568,01.04

Significant Accounting Policies	1.3

The accompanying notes (1 to 49) are an integral part of the financial statements.

As per our Report of even date	For and on behalf of Board of Directors of Grindwell Norton Limited
For Price Waterhouse Chartered Accountants LLP Firm Registration No. 012754N / N500016	Keki M. Elavia	Chairman	DIN 00003940
	B. Santhanam	Managing Director	DIN 00494806
Sachin Parekh Partner	Deepak Chindarkar	Chief Financial Officer
Membership No. 107038	K. Visweswaran	Company Secretary
Mumbai : May 7, 2021	Mumbai: May 7, 2021

72 73

STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2021 (All amounts in ` lakhs, unless otherwise stated)

	Notes	March 31, 2021	March 31, 2020
INCOME
Revenue from Operations	29	1,632,90.30	1,552,35.43
Other Income	30	50,96.88	46,16.78
Total income		1,683,87.18	1,598,52.21
EXPENSES
Cost of materials consumed	31	535,62.48	607,11.87
Purchases of stock-in-trade	32	165,29.61	122,37.20
Changes in inventories of work-in-progress, stock-in-trade and finished goods	33	31,55.05	28.59
Employee benefits expense	34	205,42.04	201,81.16
Finance costs	35	3,24.25	4,27.97
Depreciation and amortisation expense	36	51,89.47	54,65.64
Other expenses	37	371,20.69	368,63.00
Total expenses		1,364,23.59	1,359,15.43
Profit before tax		319,63.59	239,36.78
Income tax expenses	38
-Current tax		78,74.44	65,83.95
-Deferred tax		(1,18.00)	(9,42.45)
Total tax expenses		77,56.44	56,41.50
Profit for the year		242,07.15	182,95.28
Other Comprehensive Income
Items that will not be reclassified to profit or loss
Remeasurement of post employment benefit obligations - gain/(loss)		(2,57.11)	(3,44.85)
Change in fair value of equity instruments at Fair Value through Other Comprehensive Income (FVOCI)		26,67.00	(14,50.00)
Income tax relating to these items
-Current tax		64.71	86.79
-Deferred tax		(5,15.36)	2,43.82
Other comprehensive income for the year, net of tax		19,59.24	(14,64.24)
Total comprehensive income for the year		261,66.39	168,31.04
Earnings per equity share (Face value of ` 5/- each)
Basic earnings per equity share (in `)	39	21.86	16.52
Diluted earnings per equity share (in `)	39	21.86	16.52
Significant Accounting Policies	1.3

The accompanying notes (1 to 49) are an integral part of the financial statements.

As per our Report of even date		For and on behalf of Board of Directors of Grindwell Norton Limited
For Price Waterhouse Chartered Accountants LLP	Keki M. Elavia	Chairman	DIN 00003940
Firm Registration No. 012754N / N500016	B. Santhanam	Managing Director	DIN 00494806
Sachin Parekh Partner	Deepak Chindarkar	Chief Financial Officer
Membership No. 107038	K. Visweswaran	Company Secretary
Mumbai : May 7, 2021	Mumbai: May 7, 2021

STANDALONEStatement of changes in equity FOR THE YEAR ENDED MARCH 31, 2021

(All amounts in ` lakhs, unless otherwise stated)

Notes Amounts

apital



hare C





uity S


Eq


I)

Balance as at March 31, 2019 55,36.00 Changes in equity share capital 17 - Balance as at March 31, 2020 55,36.00 Changes in equity share capital 17 - Balance as at March 31, 2020 55,36.00

II) other Equity

	Notes		Reserves and Surplus				Other Reserves
		Securities Premium	General Reserve	Retained Earnings	Investment Reserve FVOCI Equity	Revaluation Reserve	Compensation Reserve Stock	Total
Balance as at March 31, 2019		27,90.82	402,01.34	489,08.22	103,68.41	3,35.34	5,42.72	1,031,46.85
Profit for the year	18			182,95.28		-	-	182,95.28
Remeasurement of post employment benefit obligation, net of tax		-	-	(2,58.06)	-	-	-	(2,58.06)
Employee stock option expense compensation reserve		-	-	-	-	-	1,61.57	1,61.57
Other comprehensive income	18	-	-	-	(12,06.18)	-	-	(12,06.18)
Transactions with owners in their capacity as owners		-	-	-	-	-	-	-
Dividend for the financial year 2018-19		-	-	(66,43.20)	-	-	-	(66,43.20)
Tax for the financial year 2018-19 Distribution Dividend		-	-	(13,65.53)	-	-	-	(13,65.53)
Balance as at March 31, 2020		27,90.82	402,01.34	589,36.71	91,62.23	3,35.34	7,04.29	1,121,30.73
Profit for the year		-	-	242,07.15	-	-	-	242,07.15
Remeasurement of post employment benefit obligation,
net of tax	18	-	-	(1,92.40)	-	-	-	(1,92.40)
Employee stock option expense compensation reserve		-	-	-	-	-	1,76.42	1,76.42
Other comprehensive income	18	-	-	-	21,51.64	-	-	21,51.64
Transactions with owners in their capacity as owners
Dividend for the financial year 2019-20		-	-	(83,04.00)	-	-	-	(83,04.00)
Balance as at March 31, 2021		27,90.82	402,01.34	746,47.46	113,13.87	3,35.34	8,80.71	1,301,69.54

The accompanying notes (1 to 49) are an integral part of the financial statements.

As per our Report of even date For and on behalf of Board of Directors of

For Price Waterhouse Chartered Accountants LLP Keki M. Elavia Firm Registration No. 012754N / N500016 Sachin Parekh Partner Membership No. 107038 Mumbai : May 7, 2021 Mumbai : May 7, 2021

Grindwell Norton Limited B. Santhanam Deepak Chindarkar Chairman Managing Director Chief Financial Officer DIN 00003940

Company Secretary DIN 00494806

K. Visweswaran

NOTE: 1

1.1 CORPORATE INFORMATION

Grindwell Norton Limited ('the Company') is a public limited Company incorporated on July 31, 1950 and domiciled in India. Its shares are publicly traded and has its registered office at 5th Level, Leela Business Park, Andheri Kurla Road, Marol, Andheri (East), Mumbai – 400059. The Company is one of the subsidiary of Compagnie de Saint – Gobain ("Saint Gobain"), a transnational group with its headquarters in Paris. The Company's businesses are a part of the High Performance Materials sector. In the Company, the businesses are divided into three major segments:

1. Abrasives; and
1. Ceramics and Plastics
1. IT Services

The financial statements of the Company for the year ended March 31, 2021 were authorized for issue in accordance with a resolution of the Board of Directors on May 7, 2021.

1.2 BASIS OF PREPARATION

(i) Compliance with Ind AS

The financial statements comply in all material aspects, with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act), and other relevant provisions of the Act as applicable.

(ii) Historical cost convention

The financial statements have been prepared on a historical cost basis, except for the following:

● Certain financial assets and liabilities (including derivative instruments) are measured at fair value;
● Defined benefit plans plan assets measured at fair value; and
● Share based payments calculated using the Black and Scholes option pricing model for the shares of Ultimate Parent Company

(iii) New standard adopted by the Company

The Company has applied the following standards and amendments for the first time for their annual reporting period commencing April 1, 2020.

Covid-19 Related Concessions Ind AS 116 "Leases"
Definition of Material amendments to Ind AS 1 and Ind AS 8

The amendments listed above did not have any impact on the amounts recognised in current and prior periods and are not expected to significantly affect the future periods.

(iv) Current versus non-current classification

All the assets and liabilities have been classified as current or non-current as per the Company's operating cycle and other criteria set out in the Schedule III to the Act. Based on the nature of the products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities.

1.3 SIGNIFICANT ACCOUNTING POLICIES

A. Property, plant and equipment

(i) Recognition and measurement:

Freehold land is carried at historical cost. All other items of property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the items.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted and depreciated for as separate items (major components) of property, plant and equipment.

Gains or losses on disposal are determined by comparing proceeds with carrying amount. These are included in the Statement of Profit and Loss.

. (ii) Subsequent Expenditure:

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably

(iii) Depreciation:

Depreciation is calculated using the Straight-line method to allocate their cost, net of their residual values, over their following estimated useful life which is similar to useful life prescribed in Schedule II of the Act; except for Server and Networks and Specific Kilns where depreciation has been provided based on the technical specifications, external and internal assessment, requirement of refurbishments and past experience of the remaining useful life.

Assets			Useful life
(i)	Building	:	3 to 60 years
	(ii) Plant and Equipment	:	7.5 to 25 years
	(iii) Electrical Installations and Equipments	:	10 years
	(iv) Laboratory Equipments	:	10 years
	(v) Computers	:	3 years
	(vi) Furniture and Fixtures	:	10 years
	(vii) Office Equipments	:	5 years
	(viii) Vehicles	:	8 to 10 years
	(ix) Specific Kilns	:	5 to 10 years
	(x) Server & Networks		4 years

Leasehold improvements is depreciated over the lease period or over its useful life if less than the lease period.

B. Intangible assets

(i) Recognition and measurement:

An Intangible asset is recognised when it is probable that the future economic benefits that are attributable to the asset will flow to the Company and the cost of the asset can be measured reliably.

The useful life of intangible assets are assessed as either finite or indefinite. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates.

Intangible asset other than Goodwill and Trade Mark is carried at its cost less any accumulated amortisation and any accumulated impairment losses.

Goodwill and Trade Mark are included in intangible assets on acquisitions. Goodwill and Trade Mark is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses.

Goodwill and Trade Mark are allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill and trade mark arose.

(ii) Amortisation :

Intangible assets other than Goodwill and Trademark are amortised on the Straight Line Method over the useful life, based on the economic benefits that would be derived, as per the estimates made by the Management:

(i) Computer Software : 3 to 5 Years
(ii) Other Intangibles : 10 Years

C. Impairment of Assets

(i) Financial assets

In accordance with Ind-AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

(a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, and bank balance.
(b) Trade receivables The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. Trade receivables are tested for impairment after considering the sanctioned credit limits, security like letters of credit, security deposit collected etc. and expectations about future cash flows.

(ii) Non-financial assets

Non financial assets, other than Goodwill and Trade Mark, are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's Fair value less cost of disposal and Value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets (cash-generating units). Non-financial assets other than Goodwill and trade mark that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

D. Inventories

Inventories are valued at lower of cost and net realisable value.

Raw materials, packing materials, trading items and stores & spare parts are valued at cost on weighted average basis. Cost includes direct expenses, freight, taxes & duties (where credit not availed).

Cost of finished goods and work-in-process includes material, direct labour, overheads, non-refundable duties & taxes wherever applicable.

Slow-moving, non-moving & defective inventories are identified and wherever necessary, provision is made for such inventories.

E. Investments and other financial assets

(i) Classification

The Company classifies its financial assets in the following measurement categories –

● Those to be measured subsequently at fair value (either through other comprehensive income, or through profit and loss), and
● Those measured at amortised cost.

The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit and loss or other comprehensive income. For investments in debt instruments, this will depend on the business model in which the investment is held. For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income.

The Company reclassifies debt investments when and only when its business model for managing those assets changes.

(ii) Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit and loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit and loss are expensed in profit and loss. There are three measurement categories into which Company classifies debt instrument.

(a) Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest method.
(b) Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit and loss and recognised in other income. Interest income from these financial assets is included in other income using the effective interest rate method.
(c) Fair value through profit and loss: Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit and loss. Interest income from these financial assets is included in other income.

Equity instruments

The Company subsequently measures all equity investments at fair value. Where the Company's management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit and loss. Dividends from such investments are recognised in profit and loss as other income when the Company's right to receive payments is established.

Changes in the fair value of financial assets at fair value through profit and loss are recognised in other income in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

(iii) Derecognition

A financial asset is derecognised only when,

(a) The Company has transferred the rights to receive cash flows from the financial asset or
(b) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

F. Cash and cash equivalents

For the purpose of presentation, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

G. Financial Liabilities

(i) Measurement

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Company's financial liabilities include trade and other payables.

After initial recognition, interest-bearing borrowings are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method.

(ii) Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. Gains and losses are recognised in profit and loss when the liabilities are derecognised as well as through the EIR amortisation process.

H. Foreign currency translation

(i) Functional and presentation currency:

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The Indian Rupee (Rs.) is the functional and presentation currency of the Company.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit and loss.

Foreign exchange gains and losses are presented in the statement of profit and loss on a net basis.

I. Forward contracts - Not designated as hedges

The Company enters into a derivative contracts (forward contracts) to hedge the risk of foreign exchange fluctuations. Such contracts are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value at the end of each reporting period. The contracts are accounted for at fair value through profit and loss.

J. Revenue recognition

(i) Sale of goods

Revenue generated by the sale of goods is recognized net of rebates, discounts and Goods and service tax, when control of the goods or services has been transferred to the customer. Revenue generated by the sale of goods is primarily recognized at the time the goods are delivered to the customer.

(ii) Service income

Service income mainly includes income from IT support services. Revenue generated by the sale of services is recognized when the services have been rendered, or by reference to the stage of completion of the services, as calculated based on estimated costs plus fixed percentage of mark up.

(iii) Dividend

Dividends are recognised in Statement of Profit and Loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.

(iv) Interest income

For all financial instruments measured at amortised cost, interest income is recorded using Effective Interest Rate (EIR), which is the rate exactly discounts the estimated future cash payments or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset.

(v) Other operating income

Export entitlements are recognised when the right to receive them as per terms of the entitlement is established in respect of exports made.

K. Employee benefits

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within twelve months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(ii) Other long-term employee benefit obligations

Liability towards Long-term Compensated Absences are determined based on actuarial valuation by independent actuaries as at the date of the Balance Sheet using Projected Unit Credit method. Actuarial gains/losses comprising of experience adjustments and the effects of changes in actuarial assumptions are recognised in the Statement of Profit and Loss of the year.

The obligations are presented as current liabilities in the balance sheet as current or non-current based on the actuary's report.

Post-employment obligations

The Company operates the following post-employment schemes:

(a) defined benefit plans such as gratuity, and
(b) defined contribution plans such as provident fund

Defined Benefit Plan - Gratuity obligations

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated at the year end by actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost, excluding Net Interest cost, is included in Employee Benefit Expense in the Statement of Profit and Loss. The net interest cost is included in the Finance Cost or Other Income, as applicable, in the Statement of Profit and Loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit and loss as past service cost.

Defined contribution plans

The Company contributes to Provident Fund, Employee pension schemes 1995, and Superannuation fund under the relevant approved schemes and / or statutes. The Company has no further payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions are recognised as employee benefit expense when they are due.

(iii) Share-based payments

Certain employees are given stock option plans of Ultimate Holding Company. The cost of stock option plans is calculated by the Ultimate Holding Company using the Black and Scholes option pricing model. The cost calculated using this method is recognised as an employee benefits expense over the vesting period of the options, which is four years, with a corresponding credit to Other Comprehensive Income.

(iv) Termination benefits

Termination benefit are recognised as an expense in the period in which they are incurred.

L. Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they are incurred.

M. Income Tax

The Income Tax expense for the period is the tax payable on the current period's taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences only if it is probable that future taxable amounts will be available to utilise those temporary differences. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in profit and loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

N. Provisions and Contingencies

(i) Provisions are recognised based on the best estimate of probable outflow of resources which would be required to settle obligations arising out of past events.

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past event, it is probable that an outflow of resources will be required to settle the obligation and the amount can be readily estimated.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

(ii) Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

Contingent liabilities not provided for as per above are disclosed in notes forming part of the FinancialStatements

(iii) Contingent Assets are disclosed, where the inflow of economic benefits is probable.
(iv) Where the likelihood of outflow of resource is remote, no provision or disclosure as specified in Ind AS-37-"Provision, Contingent Liabilities and Contingent Assets" is made.

O. Earnings per share

(i) Basic earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference dividends, if any, and attributable taxes) by the weighted average number of equity shares outstanding during the period, adjusted for bonus elements in equity shares issued during the year.

(ii) Diluted earnings per share

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outsanding during the year are adjusted for diluted effect of all dilutive potential equity shares.

P. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM).

The CODM, being the Managing Director assesses the financial performance and position of the Company and makes strategic decisions.

Q. Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions.

Government grants relating to purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit and loss on a straight-line basis over the expected lives of the related assets and presented within other income.

R. Leases

As a lessee

The Company mainly has lease arrangements for land and building (office premises and warehouses).

The Company assesses whether a contract is or contains a lease at inception of the contract. This assessment involves the exercise of judgement about whether there is an identified asset, whether the Company has the right to direct the use of the asset and whether the Company obtains substantially all the economic benefits from the use of that asset.

The Company recognises a right-of-use asset and a corresponding lease liability at the lease commencement date. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company uses an incremental borrowing rate specific to the Country, term and currency of the contract. Generally, the Company uses its incremental borrowing rate as the discount rate.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset on the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.

Lease liability is accounted at amortised cost. The lease liabilities are adjusted for the lease payments made by the Company. Lease payments are allocated between principal and finance cost. Finance cost is charged to profit and loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. In case of changes in the future lease payments due to renegotiation, changes of an index or rate, the lease liability is remeasured (with a corresponding adjustment to the related right-of-use asset).

Short-term leases and leases of low-value assets: The Company has elected not to recognize right-of-use assets and lease liabilities for short term leases as well as low value assets.

As a lessor

Lease income from operating leases where the Company is a lessor is recognised in income on a straight line basis over the lease term. The respective leased assets are included in the balance sheet based on their nature.

S. Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on the futher events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the group or the counterparty.

T. Rounding off amounts

All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs, with upto two decimals as per the requirement of Schedule III, unless otherwise stated.

NOTE: 2

2.1 USE OF JUDGMENTS, ESTIMATE AND ASSUMPTIONS

While preparing financial statements in conformity with Ind AS, the management has made certain estimates and assumptions that require subjective and complex judgments. These judgments affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses, disclosure of contingent liabilities at the statement of financial position date and the reported amount of income and expenses for the reporting period. Financial reporting results rely on the management estimate of the effect of certain matters that are inherently uncertain. Future events rarely develop exactly as forecasted and the best estimates require adjustments, as actual results may differ from these estimates under different assumptions or conditions. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

Judgment, estimates and assumptions are required in particular for:

a) Determination of the estimated useful lives of tangible assets

Useful lives of tangible assets are based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers' warranties and maintenance support.

b) Recognition and measurement of defined benefit obligations

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation, actuarial rates and life expectancy. The discount rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations. Due to complexities involved in the valuation and its long term nature, defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting period.

c) Fair valuation of employee share options

The fair valuation of the employee share options is based on the Black-Scholes model used for valuation of options. Key assumptions made with respect to expected volatility includes share price, expected dividends and discount rate, under this option pricing model.

d) Measurement of Fair valuation of financial instruments

(i) Fair value of foreign currency forward contracts are determined using the fair value reports provided by respective bankers.
(ii) When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

e) Impairment of financial assets

The impairment provisions of financial assets are based on the assumptions about risk of default and expected loss rates. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

f) Sales Incentives Schemes and Turnover discounts

The provision for sales incentive schemes and turnover discounts are calculated based on the relevant schemes and estimate of likely sales eligible for such discounts and schemes.

g) Determination of lease term

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise termination option. Extension options (or period after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated):

The factors such as significant penalties (including economic cost), leasehold improvements, disruption in business etc. are considered in evaluation.

The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant change in circumstance occurs, which affects this assessment, and is within the control of the Management.

237,86.92 328,54.94 338,70.77 1,15.62 2,05.16 2,43.46 5,75.28 2,24.00 2,78.03 8,00.12 6,19.33 7,00.35 14,47.27 2,97.36 4,27.55 78.38 91.99 1,08.39 1,32.56 3,02.40 3,02.34 176,09.09 6,78.84 173,22.36 181,71.90 3,31.50 4,39.56 26,36.49 112,72.76 112,97.84 - - 19,01.35 - 19,01.35 Net Carrying amount: As at March 31, 2020 As at March 31, 2021 As at March 31, 2021			23,78.63 28,80.01

	- - - -

		42,66.41 38.30 1,01.14 1,28.16 2,55.74 17.08 40.65 30,97.55 1,17.19 4,70.60 - - Depreciation for the year
197,87.97 85.03 4,82.19 6,91.65 11,96.92 61.30 92.26 144,36.09 5,61.65 21,80.88 - - As at March 31, 2020
(1,01.37) (3.87) (33.62) (2.01) (0.81) (3.99) - - (60.94) - - - (3.87) - Depreciation on Deductions Reclassifcation*
44,48.15 41.10 1,02.88 1,34.58 2,91.73 16.55 31.06 32,64.41 1,16.67 4,49.17 - - Depreciation for the year
154,45.06 77.55 3,81.32 5,57.88 9,09.18 44.75 61.20 112,32.62 4,44.98 17,31.71 3.87 - As at March 31, 2019
Accumulated Depreciation:
566,41.86 3,20.78 7,99.28 14,19.46 17,44.64 1,70.37 4,34.95 349,31.45 10,10.34 139,09.24 - 19,01.35 As at March 31, 2021			23,78.63
- - - - - - - - - - - - - - - Transfers			(41,46.14)
32,78.20 (2,95.08) - (7.71) 47.46 (8.40) (21.35) 48.81 (5.44) 1,25.61 0.68 40.70 (0.35) 25,59.95 (2,36.49) 9.13 4,45.86 (15.34) - - Deductions Additions			36,44.76
- 536,58.74 - 3,28.49 - 7,60.22 - 13,92.00 - 16,24.47 1,69.69 - - 3,94.60 - 326,07.99 - 10,01.21 - 134,78.72 - - 19,01.35 - As at March 31, 2020			28,80.01
(78.41) - - - - - - - - - (78.41) - Reclassification* Transfers			(64,32.36)
(1,59.05) (61.71) (2.55) (0.82) (4.00) - - (89.97) - - - - Deductions
64,22.09 474,74.11 2,89.46 1,00.74 1,54.86 6,07.91 1,09.75 12,83.07 13,71.64 2,56.83 1,57.20 12.49 2,81.28 1,13.32 44,78.25 282,19.71 - 10,01.21 122,82.87 11,95.85 - 78.41 19,01.35 - As at March 31, 2019 Additions			41,99.48 51,12.89
Progress Work-In- Equipment Fixtures and Installations Equipments and Machinery Improvements Leasehold Freehold Gross carrying amount:
Capital- Total Vehicles Office Furniture Equipments Computers Laboratory Electrical Plant and Leasehold Buildings # Land - Land -
PROPERTY, PLANT AND EQUIPMENT 21 0 H 31, 2 C R A M 3			(All amounts in ` lakhs, unless otherwise stated)




	(2,67.46) (7.71) (8.05) (19.69) (5.39) (0.35) (2,11.28) (14.99) Depreciation on Deductions

Includes an amount of 750.00 (March 31, 2020 - 750.00) representing the value of shares in a co-operative housing society.

Capital work-in-progress mainly comprises of plant and machinery.

3A RIGHT-OF-USE ASSET

	Land	Building	Total
Gross carrying amount:
Recognised as at April 1, 2019*	78.41	30,07.35	30,85.76
Addition	-	-	-
As at March 31, 2020	78.41	30,07.35	30,85.76
Deletion	-	(4,18.96)	(4,18.96)
As at March 31, 2021	78.41	25,88.39	26,66.80
Accumulated Depreciation:
Recognised as at April 1, 2019*	3.87	-	3.87
Depreciation for the year	0.95	9,99.86	10,00.81
As at March 31, 2020	4.82	9,99.86	10,04.68
Depreciation for the year	0.95	8,67.71	8,68.66
Depreciation on Deduction	-	(2,55.23)	(2,55.23)
As at March 31, 2021	5.77	16,12.34	16,18.11
Net Carrying amount:
As at March 31, 2020	73.59	20,07.49	20,81.08
As at March 31, 2021	72.64	9,76.05	10,48.69

*Consequent to adoption of Ind AS 116.

4INTANGIBLE ASSETS

	Computer Software	Trade Marks	Non Compete Fees and Marketing Network	Total	Goodwill
Gross carrying amount:
As at March 31, 2019	3,79.07	23.97	1,17.90	5,20.94	48.80
Additions	10.27	-	-	10.27	-
As at March 31, 2020	3,89.34	23.97	1,17.90	5,31.21	48.80
Additions	8,67.94	-	-	8,67.94	-
As at March 31, 2021	12,57.28	23.97	1,17.90	13,99.15	48.80
Accumulated Amortisation:
As at March 31, 2019	3,53.06	-	1,17.90	4,70.96	-
Amortisation for the year	16.68	-	-	16.68	-
As at March 31, 2020	3,69.74	-	1,17.90	4,87.64	-
Amortisation for the year	54.40	-	-	54.40
As at March 31, 2021	4,24.14	-	1,17.90	5,42.04	-
Net Carrying amount:
As at March 31, 2020	19.60	23.97	-	43.57	48.80
As at March 31, 2021	8,33.14	23.97	-	8,57.11	48.80

(All amounts in ` lakhs, unless otherwise stated)

	March 31, 2021	March 31, 2020
NON-CURRENT FINANCIAL ASSETS - INVESTMENTS
Quoted Investments
Investment in Government Securities (at Amortised cost)
8.20% 10 Years NHAI Tax Free Bonds	74.17	74.17
Unquoted Investments
Investment in Equity Instruments (at Fair Value through Other
Comprehensive Income)
John Oakey & Mohan Ltd.	0.16	0.16
1,900 (March 31, 2020 : 1,900) equity shares of ` 10/- each fully paid up
Andhra Pradesh Gas Power Corporation Ltd.	28,62.00	6,75.00
28,97,080 (March 31, 2020 : 21,86,880 ) equity shares of ` 10/- each fully paid up
Shivalik Solid Waste Management Ltd.	2.00	2.00
20,000 (March 31, 2020 : 20,000 ) equity shares of ` 10/- each fully paid up
In Fellow Subsidiaries :
Saint-Gobain India Pvt. Ltd.	144,98.00	132,23.00
28,50,074 (March 31, 2020 : 28,50,074) equity shares of ` 10/- each fully
paid up
Saint-Gobain India Foundation	0.01	0.01
100 (March 31, 2020 : 100) equity shares of `10/- each fully paid up
Investment in Equity Instruments (at cost)
In Subsidiaries :
Saint-Gobain Ceramic Materials Bhutan Pvt. Ltd.	20,34.36	20,34.36
20,29,597 (March 31, 2020 : 20,29,597) equity shares of Bhutanese
Ngultrum 100/- each fully paid up
In Joint ventures :
SG Shinagawa Refractories India Private Limited	11,27.00	11,27.00
1,12,70,000 (March 31, 2020 : 1,12,70,000) equity shares of ` 10/- each fully paid up

Investment in Mutual Funds (at Fair Value through Profit and Loss)	6,39.32	17,78.43
	212,37.02	189,14.13
Aggregate amount of quoted investments	74.17	74.17
Aggregate market value of quoted investments	79.62	80.27
Aggregate amount of unquoted investments	211,62.85	188,39.96
NON-CURRENT FINANCIAL ASSETS - LOANS
Loans Receivables considered good - Unsecured
Loan to Employees	79.11	1,09.04
Security Deposits	8,84.08	10,54.21
	9,63.19	11,63.25

(All amounts in ` lakhs, unless otherwise stated)

NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2021

		March 31, 2021	March 31, 2020
7	NON-CURRENT - OTHER FINANCIAL ASSETS
	Unsecured - considered good
	Bank Deposits	13.38	12.61
	(Deposit with maturity of more than 12 months)
	Unsecured and considered doubtful
	Advances recoverable in cash or in kind	40.49	40.49
	Less: Provision for doubtful advances	(40.49)	(40.49)
		13.38	12.61
8	OTHER NON-CURRENT ASSETS
	Capital Advances	15,76.67	3,71.73
	Advances other than capital advances:
	- Deposits with Government Authorities	99.74	1,18.71
	- Prepaid Expenses	15.52	14.62
	Balance with Government Authorities	2,38.01	3,37.51
		19,29.94	8,42.57
9	CURRENT ASSETS - INVENTORIES (The mode of valuation of inventories has been stated in Note : 1.3 (D))
	Raw Materials	148,37.32	86,31.87
	Raw Materials in Transit	30,03.58	37,20.15
	Work-in-Progress	55,83.65	83,31.40
	Finished Goods *	33,93.80	53,26.68
	Stock in Trade	35,71.94	20,46.36
	Stores and Spares	10,72.04	12,92.08
	Loose Tools	-	11.69
		314,62.33	293,60.23
	* Includes in transit - `10,35. 87 lakhs (March 31, 2020 -` 7,50.51 lakhs)
10	CURRENT FINANCIAL ASSETS - INVESTMENTS
	Unquoted Investments
	Investment in Mutual Funds (at Fair Value through Profit and Loss)	521,39.99 521,39.99	413,89.37 413,89.37
11	CURRENT FINANCIAL ASSETS - TRADE RECEIVABLES
	Considered good - Unsecured
	Trade Receivables	154,05.45	146,19.89
	Receivables from Related Parties (Refer Note No. 47)*	52,44.36	60,45.39
		206,49.81	206,65.28
	Less: Loss Allowance	(6,74.03)	(6,02.59)
		199,75.78	200,62.69
	* Includes `2,64.48 lakhs (March 31, 2020 -` 8,53.49 lakhs) due from a Private Company in which the Director of the Company is a Director.

(All amounts in ` lakhs, unless otherwise stated)

CURRENT FINANCIAL ASSETS - CASH AND CASH EQUIVALENTS Balances with Banks


- in Current Accounts	15,89.14	5,07.39
Cash on hand	0.98	23.58
	15,90.12	5,30.97
CURRENT FINANCIAL ASSETS - BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS
Balances with Banks
- Deposits with maturity of more than 3 months but less than 12 months	104,78.00	-
- Margin Money Deposits (Security for Bank Guarantees and Lien with
Excise Authorities)	3.87	33.87
- Unpaid Dividend	1,36.51	1,27.54
	106,18.38	1,61.41
CURRENT FINANCIAL ASSETS - LOANS
Loans Receivables considered good - Unsecured
Loan to Director	-	2,14.38
Loan to Employees	30.86	49.90
Security Deposits	19.41	45.94
	50.27	3,10.22

14.1 The Company has not provided any loans and advances in the nature of loans to its Subsidiary during the year (March 31, 2020 - ` Nil) and hence disclosure requirement under regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, is not applicable.

		March 31, 2021	March 31, 2020
15	CURRENT FINANCIAL ASSETS - OTHER FINANCIAL ASSETS
	Derivatives- Foreign-exchange forward contracts	4,22.97	-
	Employee Advances	1,66.53	1,97.87
	Others*	11,54.99	10,68.82
		17,44.49	12,66.69
	*Includes receivable from Related Parties - ` 10,24.67 lakhs
	(March 31, 2020 - ` 10,21.64 lakhs)
16	OTHER CURRENT ASSETS
	Prepaid expenses	1,05.72	1,41.60
	Balances with Government Authorities	19,16.45	15,74.66
	Export benefit receivable	5,78.22	4,97.17
	Advances to Suppliers*	27,48.16	16,49.24
		53,48.55	38,62.67
	*Includes advance to Related Parties - ` 1,50.35 lakhs

(March 31, 2020 - ` 36.11 lakhs)

(All amounts in ` lakhs, unless otherwise stated)

EQUITY SHARE CAPITAL
AUTHOR ISED
11,20,00,000 (March 31, 2020 : 11,20,00,000) Equity Shares of ` 5/- each	56,00.00	56,00.00
ISSUED, SUBSCRIBED AND PAID UP
11,07,20,000 (March 31, 2020 : 11,07,20,000) Equity Shares of ` 5/- each,
fully paid-up	55,36.00	55,36.00

March 31, 2021	March 31, 2020

55,36.00	55,36.00

(a) Shares of the company held by subsidiaries of ultimate holding company (Compagnie de Saint-Gobain) are as below;

	As at March 31, 2021		As at March 31, 2020
	Number of	% of	Number of	% of
	shares	Holding	shares	Holding
Saint-Gobain Abrasives Inc.	2,96,35,520	26.8%	2,96,35,520	26.8%
Societe de Participations Financieres et Industrielles	2,71,92,480	24.5%	2,71,92,480	24.5%
Saint-Gobain India Private Limited	3,00,000	0.3%	3,00,000	0.3%
	5,71,28,000	51.6%	5,71,28,000	51.6%

(b) Movement in Equity Share Capital :

Authorised Share Capital

	Number of	Equity share
	shares	capital (par value)
As at March 31, 2019	11,20,00,000	56,00.00
Increased during the year	-	-
As at March 31, 2020	11,20,00,000	56,00.00
Increased during the year	-	-
As at March 31, 2021	11,20,00,000	56,00.00
Issued and paid-up Share Capital
	Number of	Equity share
	shares	capital (par value)
As at March 31, 2019	11,07,20,000	55,36.00
Shares issued during the year	-	-
As at March 31, 2020	11,07,20,000	55,36.00
Shares issued during the year	-	-
As at March 31, 2021	11,07,20,000	55,36.00

(c) Rights and restrictions attached to the shares

Equity Shares: The Company has only one class of equity shares having a par value of ` 5/- each. Each shareholder is eligible for one vote per share held. The shareholders have rights in proportion to their shareholding for dividend as well as for assets, in case of liquidation.

(d) (i) Pursuant to the approval of the Shareholders, through postal ballot and e-voting on July 7, 2016, the Company on July 22, 2016, issued and allotted 5,53,60,000 Ordinary Equity Shares of 5/- each, as fully paid-up Bonus Shares in the proportion of 1 (One) Bonus Share of 5/- each for each Ordinary Equity Share of ` 5/- each held on the Record Date i.e. July 15, 2016. The Company has not alloted bonus shares other than noted above during five years immediately preceeding the date of balance sheet
(ii) The Company has not alloted any equity shares pursuant to contract without payment being received in cash nor bought back shares during five years immediately preceeding the date of balance sheet.

(All amounts in ` lakhs, unless otherwise stated)
---------------------------------------------------	--	--	--

	March 31, 2021	March 31, 2020
18 OTHER EQUITY
Reserves and Surplus (Refer Note 18 (a))	1,176,39.62	1,019,28.87
Other Reserves (Refer Note 18 (b))	125,29.92	102,01.86
	1,301,69.54	1,121,30.73
18(a) RESER VES AND SURPLUS
Securities Premium	27,90.82	27,90.82
General Reserve	402,01.34	402,01.34
Retained Earnings	746,47.46	589,36.71
	1,176,39.62	1,019,28.87
i) SECURITIES PREMIUM
Opening Balance	27,90.82	27,90.82
	27,90.82	27,90.82
ii) GENERAL RESER VE
Opening Balance	402,01.34	402,01.34
	402,01.34	402,01.34
iii) RETA INED EARN INGS
Opening Balance	589,36.71	489,08.22
Net profit for the period	242,07.15	182,95.28
Items of other comprehensive income recognised directly in retained earnings
Remeasurement of post employment benefit obligation (net of tax)	(1,92.40)	(2,58.06)
Appropriations Dividend	(83,04.00)	(66,43.20)
[Dividend per share `7.50/- (Previous Year -` 6/-)]
Dividend Distribution Tax	-	(13,65.53)
	746,47.46	589,36.71

18(b) OTHER RESERVES

	FVOCI Equity Investments Reserve	Stock Compensation Reserve	Revaluation Reserve	Total
As at March 31, 2019	103,68.41	5,42.72	3,35.34	112,46.47
Equity instruments at fair value (net of tax)	(12,06.18)	-	-	(12,06.18)
Share based payments	-	1,61.57	-	1,61.57
As at March 31, 2020	91,62.23	7,04.29	3,35.34	102,01.86
Equity instruments at fair value (net of tax)	21,51.64	-	-	21,51.64
Share based payments	-	1,76.42	-	1,76.42
As at March 31, 2021	113,13.87	8,80.71	3,35.34	125,29.92

(All amounts in ` lakhs, unless otherwise stated)

Nature and purpose of reserves

(i) Securities Premium

Securities premium is used to record the premium on issue of shares. This is to be utilised in accordance with the provisions of the Companies Act, 2013.

(ii) General Reserve

The general reserve is a free reserve, retained from Company's profits. The reserves can be utilised as per the provisions of the Companies Act, 2013.

(iii) FV OCI - Equity Investments Reserve

The Company has elected to recognize changes in the Fair Value of certain Equity investments in Other Comprehensive Income. These changes are accumalated within the FV OCI - Equity Investments Reserve within Equity. The company transfers the amounts from this reserve to retained earnings when the relevant equity securities are de-recognised.

(iv) Stock Compensation Reserve

The stock compensation reserve is used to recognize the grant date fair value of options issued under Group (Compangie de Saint-Gobain) share based payment arrangement to certain employees of the company under employee stock option plans.

(v) Revaluation Reserve

Revaluation Reserve was created under the erstwhile Indian GAAP to recognize the gain due to increase in value of certain Tangible assets as on June 30, 1988.

		March 31, 2021	March 31, 2020
19	NON-CURRENT FINANCIAL LIABILTIES
	Lease liabilities (Refer Note 44 B)	4,66.93	10,85.88
		4,66.93	10,85.88
20	NON-CURRENT LIABILTIES - PROVISIONS
	Compensated Absence (Refer Note 26.1)	24,19.47	22,97.33
	Gratuity (Refer Note 34.1)	1,71.24	-
		25,90.71	22,97.33
21	DEFERRED TAX LIAB ILITIES (NET )
	Deferred Tax Liabilities
	The balance comprises temporary differences attributable to:
	Depreciation	19,40.06	20,88.58
	Financial assets at FVOCI	13,13.39	7,98.03
	Total Deferred tax Liabilities	32,53.45	28,86.61
	Deferred tax asset
	The balance comprises temporary differences attributable to:
	Provision for employee benefits	(10,36.29)	(11,41.18)
	Others	(2,85.65)	(2,11.28)
	Total Deferred tax asset	(13,21.94)	(13,52.46)
		19,31.51	15,34.15

(All amounts in ` lakhs, unless otherwise stated)

Movement in Deferred Tax Liabilities
	Depreciation	Provision for employee benefits	Financial Assets at FVOCI	Others	Total
As at March 31, 2019	32,23.73	(12,51.95)	10,41.85	(2,93.21)	27,20.42
Charged/(credited):
- to profit and loss	(11,35.15)	1,10.77	-	81.93	(9,42.45)
- to other comprehensive income	-	-	(2,43.82)	-	(2,43.82)
As at March 31, 2020	20,88.58	(11,41.18)	7,98.03	(2,11.28)	15,34.15
Charged/(credited):
- to profit and loss	(1,48.52)	1,04.89		(74.37)	(1,18.00)
- to other comprehensive income			5,15.36		5,15.36
As at March 31, 2021	19,40.06	(10,36.29)	13,13.39	(2,85.65)	19,31.51

		March 31, 2021	March 31, 2020
22	NON-CURRENT LIABILITIES - OTHER NON-CURRENT LIABILITIES
	Deferred Income Liability	69.99	97.21
		69.99	97.21
23	CURRENT FINANCIAL LIABILITIES -LEASE LIABILITIES
	Lease Liabilities (Refer Note 44 B)	5,69.91	9,55.09
		5,69.91	9,55.09
24	CURRENT FINANCIAL LIABILITIES - TRADE PAYABLES
	Total outstanding due to Micro Enterprises and Small Enterprises (Refer
	Note 24.1)	5,46.45	2,22.21
	Total outstanding due to creditors other than Micro Enterprises and Small
	Enterprises	228,55.80	166,01.95
	Total outstanding due to Related Parties (Refer Note 47)	78,24.70	59,49.33
		312,26.95	227,73.49

24.1 Due to Micro and Small Enterprises:

Micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) have been identified by the Company on the basis of the information available with the Company. The disclosures pursuant to MSMED Act based on the books of account are as under:

a) the principal amount remaining unpaid to the supplier at the end of each accounting year; 5,46.45 2,22.21
b) the interest due thereon and remaining unpaid to the supplier at the end of each accounting year; 8.00 0.49
c) the principal amount paid by the buyer during the year to the supplier beyond the appointed day; 4,42.25 3,66.12
d) the amount of interest paid by the buyer during the year in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006); 13.10 2.79
e) the amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006; 0.25 7.86

March 31, 2020	March 31, 2019

(All amounts in ` lakhs, unless otherwise stated)

			March 31, 2021	March 31, 2020
	f)	the amount of interest accrued and remaining unpaid at the end of each accounting year; and	8.25	8.35
	g)	the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.	-	-
	h)	Interest paid/payable in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 debited to statement of profit and loss	13.00	8.35
25		CURRENT - OTHER FINANCIAL LIABILITIES
		Trade / Security Deposits	10,27.21	9,95.32
		Unclaimed Dividend *	1,36.51	1,27.54
		Commission due to directors	87.50	3,17.50
		Payable for Discounts to Dealers	22,78.96	13,04.16
		Derivatives- Foreign-exchange forward contracts	-	2,47.36
		Capital Creditors	3,51.87	3,25.25
		Employee related payables	17,53.20	15,58.43
26		* There is no amount due and outstanding to be credited to the Investor Education and Protection Fund. CURRENT LIABILTIES - PROVISIONS	56,35.25	48,75.56
		Compensated Absence (Refer Note 26.1)	5,39.02	10,47.76
		Gratuity (Refer Note 34.1)	6,31.38	2,41.31
		Others (Refer Note 26.2)	10,92.16	10,83.18
			22,62.56	23,72.25
26.1	Details	of Provision for Compensated Absence
		Opening Balance - Long Term	22,97.33	20,31.52
		Opening Balance - Short Term	10,47.76	7,39.90
		Provision made during the year	3,17.00	8,36.09
		Utilisation during the year	(7,03.60)	(2,62.42)
		Closing Balance - Long Term Closing Balance - Short Term	24,19.47 5,39.02	22,97.33 10,47.76
26.2		Details of Other Provi sions
		Opening Balance	10,83.18	8,83.08
		Provision made during the year	2,94.02	3,74.42
		Utilisation during the year	(2,85.04)	(1,74.32)
		Closing Balance	10,92.16	10,83.18

The Company has made provisions towards probable liabilities arising out of pending claims/disputes with various authorities. The timing of the outflow with regard to the said matters depends on the exhaustion of remedies available to the Company under the law and hence the Company is not able to reasonably ascertain the timing of the outflow resulting in they being disclosed at their potential undiscounted values.

(All amounts in ` lakhs, unless otherwise stated)

		March 31, 2021	March 31, 2020
27	CURRENT TAX LIABILITIES
	Income Tax (Net of advance tax)	6,79.06	5,27.08
		6,79.06	5,27.08
28	OTHER CURRENT LIABILITIES
	Statutory Liabilities	18,86.22	14,73.49
	Deferred Income Liability	27.23	28.33
	Contract Liability-Advance from customer	12,09.75	11,14.45
		31,23.20	26,16.27
29	REVENUE FRO M OPERAT IONS
	Sale of products (Refer Note 29.1)	1,493,32.03	1,429,16.08
	Service Income (Refer Note 1.3 J(ii))	129,23.29	110,77.93
	Other operating revenue	10,34.98	12,41.42
		1,632,90.30	1,552,35.43
29.1	Sale of products
	Abrasives	922,87.54	910,87.03
	Ceramics & Plastics	528,40.40	468,99.80
	Others	42,04.09	49,29.25
		1,493,32.03	1,429,16.08

The sales value mentioned above includes sale of trading goods of 19,159.05 lakhs (March 31, 2020 - 14,641.19 lakhs)

		March 31, 2021	March 31, 2020
29.2	Reconciliation of revenue recognised with contract price
	Revenue from contracts with customers at Contract Price	1,643,38.00	1,555,42.70
	Less : Discounts on Sale of Products	20,82.68	15,48.69
		1,622,55.32	1,539,94.01
	Other operating revenue	10,34.98	12,41.42
	Revenue from operations	1,632,90.30	1,552,35.43
30	OTHER INCOME
	Interest income	98.90	71.72
	Dividend Income	17,10.20	3,85.62
	Interest Income on defined benefit obligation (net)	-	2.90
	Net gain on financial instruments measured at fair value through profit and loss:
	- Gain on redemption of Mutual Fund	22,93.40	15,96.71
	- Changes in fair value	(8,87.34)	5,70.27
	Interest income from financial assets at amortised cost	1.09	18.15
	Unwinding of discount on security deposits	33.61	46.66
	Net gain on foreign currency transactions	5,67.86	9,99.89
	Other Non-operating income	12,79.16	9,24.86
		50,96.88	46,16.78

(All amounts in ` lakhs, unless otherwise stated)

NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2021

		March 31, 2021	March 31, 2020
31	COST OF MATERIALS CONSUMED
	Opening Stock of
	Raw Materials	86,31.87	122,41.74
	Raw Materials in Transit	37,20.15	28,55.39
		123,52.02	150,97.13
	Add : Purchases	590,51.36	579,66.76
	Less: Closing Stock of
	Raw Materials	(148,37.32)	(86,31.87)
	Raw Materials in Transit	(30,03.58)	(37,20.15)
		(178,40.90) 535,62.48	(123,52.02) 607,11.87

32	PURCHASE OF STOCK IN TRADE
	Abrasives	111,27.65	73,93.98
	Ceramics & Plastics	42,46.39	34,40.66
	Others	11,55.57	14,02.56
		165,29.61	122,37.20
33	CHANGES IN INVENTORIES OF WORK-IN-PROGRESS, STOCK-IN -TRADE AND FINISHED GOODS Opening stock of
	Finished Goods	53,26.68	64,20.46
	Stock in Trade	20,46.36	23,53.77
	Work-In-Progress	83,31.40	69,58.80
		157,04.44	157,33.03
	Less: Closing stock of
	Finished Goods	33,93.80	53,26.68
	Stock in Trade	35,71.94	20,46.36
	Work-In-Progress	55,83.65	83,31.40
		125,49.39 31,55.05	157,04.44 28.59

34	EMPLO YEE BENEF ITS EXPENSE
	Salaries, Wages and Bonus	172,87.32	172,10.19
	Share Based Payments	1,76.42	1,61.57
	Contribution to provident and other funds and Gratuity (Refer Note 34.1)	14,87.74	14,55.26
	Staff welfare	15,90.56	13,54.14
		205,42.04	201,81.16
34.1	Disclosure as required under Ind AS 19 - Employee Benefits I. Defined Contribution Plans: Contribution to defined contribution plans, recognised as expense for the year are as under:
	Employer's Contribution to Provident Fund	8,17.07	7,93.85
	Employer's Contribution to Superannuation Fund	74.75	1,20.65

(All amounts in ` lakhs, unless otherwise stated)

II. Defined Benefit Plans:

Contribution to Gratuity Fund

The Company makes annual contributions to the Employees' Group Gratuity-cum-Life Assurance Scheme of the Life Insurance Corporation of India and HDFC Group Term Plan Scheme of the HDFC Life Insurance Company Limited, a funded defined benefit plan for qualifying employees. Gratuity is payable to all eligible employees on death or on separation/termination in terms of the provisions of the Payment of Gratuity Act or as per the Company's policy, whichever is beneficial to the employees.

The following table sets out the funded status of the gratuity plan and the amounts recognised in the Company's financial statements as at March 31, 2021:

		March 31, 2021	March 31, 2020
i)	Change in present value of defined benefit obligation
	Present Value of defined benefit obligation at the beginning of the year	71,30.23	60,33.45
	Interest Cost	4,87.71	4,67.59
	Current service cost	5,29.00	4,71.78
	Liability Transferred in on transfer of employees	80.23	-
	Benefits paid	(12,54.04)	(1,73.12)
	Remeasurements
	Actuarial changes arising from changes in financial assumptions	(9.20)	1,47.09
	Actuarial changes arising from experience assumptions	2,10.63	1,83.44
	Present Value of defined benefit obligation at the end of the year	71,74.56	71,30.23
ii)	Change in fair value of plan assets
	Fair Value of plan assets at the beginning of the year	68,88.92	60,70.88
	Interest Income	4,71.20	4,70.49
	Contributions paid by the employer	2,41.31	5,34.99
	Assets Transferred on transfer of employees	80.23	-
	Benefits paid from the fund Remeasurements	(12,54.04)	(1,73.12)
	Return on plan assets, excluding interest income	(55.68)	(14.32)
	Fair Value of plan assets at the end of the year	63,71.94	68,88.92
iii)	Net asset / (liability) recognised in the Balance Sheet
	Present Value of defined benefit obligation at the end of the year	(71,74.56)	(71,30.23)
	Fair Value of plan assets at the end of the year	63,71.94	68,88.92
	Amount recognised in the balance sheet	(8,02.62)	(2,41.31)
	Net Asset / (Liability) recognised - current	(6,31.38)	(2,41.31)
	Net Asset / (Liability) recognised - non current	(1,71.24)	-
iv)	Expense recognised in the Statement of Profit and Loss for the year
	Current service cost	5,29.00	4,71.78
	Interest cost on defined benefit obligation	16.51	(2.90)
	Total expenses included in statement of profit and loss	5,45.51	4,68.88
v)	Recognised in Other Comprehensive Income for the year
	Actuarial changes arising from changes in financial assumptions	(9.20)	1,47.09
	Actuarial changes arising from experience assumptions	2,10.63	1,83.44
	Actuarial Losses/(Gains) on Obligation for the period	2,01.43	3,30.53
	Return on plan assets, excluding interest income	55.68	14.32
	Recognised in other comprehensive income	2,57.11	3,44.85

(All amounts in ` lakhs, unless otherwise stated)

	March 31, 2021	March 31, 2020
vi) Actuarial Assumptions
Expected return on plan assets	6.86%	6.84%
Rate of Discounting	6.86%	6.84%
Rate of Salary Increase	9.00%	9.00%
Rate of Employee Turnover	For service period	For service period
	4 years and below	4 years and below
	8.00% p.a.	8.00% p.a.
	For service period	For service period
	5 years and above	5 years and above 5.00% p.a.
	5.00% p.a.
Mortality Rate During Employment	Indian Assured Lives Mortality	Indian Assured Lives Mortality
	(2006-08)	(2006-08)

vii) Sensitivity Analysis
Projected Benefit Obligation on Current Assumptions	71,74.56	71,30.23
Delta Effect of +0.5% Change in Rate of Discounting	(2,22.45)	(1,95.77)
Delta Effect of -0.5% Change in Rate of Discounting	2,37.47	2,08.82
Delta Effect of +0.5% Change in Rate of Salary Increase	2,31.56	2,03.59
Delta Effect of -0.5% Change in Rate of Salary Increase	(2,19.20)	(1,92.87)
Delta Effect of +0.5% Change in Rate of Employee Turnover	(33.95)	(29.75)
Delta Effect of -0.5% Change in Rate of Employee Turnover	35.58	31.16
Methodology Adopted for Asset Liability Management (ALM)	Projected Unit Credit Method	Projected Unit Credit Method

Usefulness and Methodology adopted for Sensitivity analysis:

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

viii) Maturity profile of defined benefit obligation

The weighted average duration of the defined benefit obligation is 8 years (March 31, 2020 - 7 years). The expected maturity analysis of gratuity on undiscounted basis is as follows:

Projected Benefits Payable in Future Years From the Date of Reporting,

		March 31, 2021	March 31, 2020
	1st Following Year	9,52.39	15,87.87
	2nd Following Year	9,03.54	7,69.50
	3rd Following Year	4,11.88	6,46.07
	4th Following Year	5,86.74	3,68.93
	5th Following Year	6,20.97	5,22.59
	Sum of Years 6 To 10	33,43.36	29,26.57
	Sum of Years 11 and above	57,98.33	50,42.11
ix)	Major categories of plan assets are as follows:
	Insurer managed funds	63,71.94	68,88.92

x) Risk exposure:

(All amounts in ` lakhs, unless otherwise stated)

The Company's Defined Benefit Plan is Funded with Life Insurance Corporation of India and HDFC Life Insurance Company Limited. Company's Benefit Plan is exposed to risk such as investment risk, interest rate risk, salary escalation risk and demographic risk. Any change in these factors would impact the contribution to the fund.

		March 31, 2021	March 31, 2020
35	FINANCE COSTS
	Interest Expense	1,38.18	1,66.84
	Interest Cost on defined benefit obligation(net)	16.51	-
	Interest Expense on Lease Liabilities	1,69.56	2,61.13
		3,24.25	4,27.97
36	DEPRECIATION AND AMORTISATION EXPENSE
	Depreciation of Property, Plant and Equipment	42,66.41	44,48.15
	Depreciation of Right-of-use assets	8,68.66	10,00.81
	Amortisation of Intangible Assets	54.40	16.68
		51,89.47	54,65.64
37	OTHER EXPENSES
	Consumption of Stores and Spares	32,56.24	35,49.54
	Processing charges	33,99.54	33,93.68
	Power & Fuel (Refer Note 37.3)	58,53.28	66,53.41
	Freight and packing expenses	95,64.40	86,93.16
	Rent /Lease payment	8,00.99	3,84.56
	Repairs & Maintenance
	Building	32.03	36.01
	Machinery	2,68.87	2,05.77
	Others	2,43.99	2,02.99
		5,44.89	4,44.77
	Insurance	1,22.45	1,64.85
	Rates and Taxes	1,91.25	3,35.35
	Travelling & Conveyance	3,55.00	17,38.59
	Commission	4,70.39	4,13.05
	Royalties	29,22.56	28,02.45
	Loss on assets discarded /sold (net)	18.97	9.49
	External Service charges	50,26.34	46,39.88
	Bad debts & Advances written off	33.10	-
	Provision for Doubtful Debts & Advances	71.44	(14.72)
	Miscellaneous expenses (Refer Note 37.1 & 37.2)	44,89.85	36,54.94
		371,20.69	368,63.00
37.1	Miscellaneous expenses include
	Amounts paid to Auditors:
	(i) Audit Fees	44.85	26.99
	(ii) Tax Audit	2.00	2.00
	(iii) Certification	0.75	0.75
	(iv) Reimbursement of expenses	0.55	1.20

(All amounts in ` lakhs, unless otherwise stated)

37.2 Corporate social responsibility expenditure

(a) As per section 135 of the Companies Act, 2013, the amount required to be spent during the year on CSR is 4,59.61 lakhs (March 31, 2020 - 4,19.58 lakhs).
(b) The Company incurred an expenditure of an amount of 4,89.49 lakhs during the year towards CSR (March 31, 2020 1,12.68 lakhs) for purposes other than construction/acquisition of any assets.
37.3 Pursuant to the judgement received in the month of December 2019 from Honourable Supreme Court of India on batch of appeals, (including where Company is one of respondents), pertaining to the year 2002-03 and onwards, the Company, considering the legal advice, has estimated and provided ` 9,40.00 lakhs towards additional power cost during the previous year.

		March 31, 2021	March 31, 2020
38	TAX EXPENSE
	(a) Income tax expense
	Current tax
	Current tax on profits for the year	78,74.44	65,83.95
	Total current tax expense	78,74.44	65,83.95
	Deferred tax
	Decrease / (increase) in deferred tax assets	30.52	1,92.70
	(Decrease) / increase in deferred tax liabilities	(1,48.52)	(11,35.15)
	Total deferred tax expense/(benefit)	(1,18.00)	(9,42.45)
	Income tax expense	77,56.44	56,41.50
	(b) Reconciliation of tax expense and the accounting profit multiplied by India's tax rate:
	Profit before income tax expense	319,63.59	239,36.78
	Tax at the Indian tax rate of 25.17 % (2019-2020 – 25.17%)	80,45.24	60,24.89
	Impact of change in tax rate	-	(4,09.13)
	Tax effect of amounts which are not deductible / (taxable) in calculating taxable income:
	Corporate social responsibility expenditure	1,20.62	17.50
	Interest income from interest free bond exempt under section 10(34)
	of Income Tax Act	(1.53)	(1.53)
	Other items	22.52	40.66
	Dividend Income from Subsidiaries - Taxable at special rates	-	(30.89)
	Deduction under section 80M of Income Tax Act on Dividend income	(4,30.41)	-
	Income Tax Expense	77,56.44	56,41.50

(All amounts in ` lakhs, unless otherwise stated)

		March 31, 2021	March 31, 2020
39 EARN	INGS PER SHARE
	(a) Basic earnings per share
	Basic earnings per share attributable to the equity shares holders of the Company (`)	21.86	16.52
	(b) Diluted earnings per share
	Diluted earnings per share attributable to the equity shares holders of the Company (`)	21.86	16.52
	(c) Reconciliations of earnings used in calculating earnings per share
	Basic earnings per share (`)	21.86	16.52
	Profit attributable to equity holders of the company used in calculating basic earnings per share	242,07.15	182,95.28
	Diluted earnings per share (`)	21.86	16.52
	Profit attributable to equity holders of the company used in calculating diluted earnings per share	242,07.15	182,95.28
(d)	Weighted average number of equity shares used as the denominator in calculating Basic earnings per share	11,07,20,000	11,07,20,000
	Adjustments for calculation of diluted earnings per share:	-	-
	Weighted average number of equity shares used as the denominator in calculating diluted earnings per share	11,07,20,000	11,07,20,000

	AT T S L A CI N A N FI E N O L A D N A T S E 21 H 0 H 31, 2 T O T S C E R T A O M N	AT S A S T N E M E		THE FOR	EAR Y	ENDED
	Financial instruments by category FAIR VALUE MEASUREMENTS 40			(All amounts in ` lakhs, unless otherwise stated)
		March 31, 2021			March 31, 2020
		FVOCI TPL FV	Amortised cost	FVTPL	FVOCI	Amortised cost
	Financial assets
	Investments
	- Equity instruments Mutual funds -	173,62.17 - 527,79.31	- -	- 431,67.80 -	- 139,00.17	- -
	Government Securities -	-	74.17 -	-	-	74.17
	Trade receivables Loan to directors	- -	199,75.78 - -	- - -	- -	200,62.69 2,14.38
	Loan to employees	-	1,09.97 -	-	-	1,58.94
	Cash and Bank Balances	-	122,21.88 -	-	-	7,04.99 11,00.15
	Employee Advances Security deposits	- -	9,03.49 1,66.53 - -	- -	- -	1,97.87
101	Contracts Other receivables (Unsecured) Foreign-Exchange Forward	4,22.97	11,54.99 - -	-	-	- 10,68.82
	Total financial assets	173,62.17 - 532,02.28	346,06.81 -	- 431,67.80	- 139,00.17	235,82.01
	Financial liabilities
	Trade / Security Deposits Dividend Unclaimed	- -	10,27.21 1,36.51 - -	- -	- -	9,95.32 1,27.54
	Trade payables	-	312,26.95 -	-	-	227,73.49
	Capital creditors	-	3,51.87 -	-	-	3,25.25
	Contracts Foreign Exchange Forward Other financial liabilities	- -	41,19.66 - - -	2,47.36 -	- -	- 31,80.09
	Total financial liabilities	-	368,62.20 -	2,47.36	-	274,01.69

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

As at March 31, 2021	Notes	Level 1	Level 2	Level 3	Total
Financial assets
Financial Investments at FVTPL:
Funds Mutual	5,10	527,79.31	-	-	527,79.31
Financial Investments at FVOCI:
Equity Investments Unquoted	5	-	-	173,62.17	173,62.17
Derivatives not designated as hedges
Foreign-exchange forward contracts	15	-	4,22.97	-	4,22.97
Total financial assets		527,79.31	4,22.97	173,62.17	705,64.45
Total financial liabilities		-	-	-	-

Assets and Liabilities which are measured at amortised cost for which fair values are disclosed

As at March 31, 2021	Notes	Level 1	Level 2	Level 3	Total
Financial Assets
Investments
Government securities	5	79.62	-	-	79.62
Loans
Loans to employees	6,14	-	-	1,09.15	1,09.15
Security deposits	6,14	-	-	8,23.18	8,23.18
Total Financial Assets		79.62	-	9,32.33	10,11.95
Total Financial Liabilities		-	-	-	-

Financial assets and liabilities measured at fair value - recurring fair value measurements

Financial assets and liabilities measured at fair value - recurring fair value measurements 21 0 H 31, 2 C R A M				(All amounts in ` lakhs, unless otherwise stated)
As at March 31, 2021	Notes	Level 1	Level 2	Level 3	Total
Financial assets
Financial Investments at FVTPL:
Funds Mutual	5,10	527,79.31	-	-	527,79.31
Financial Investments at FVOCI:
Equity Investments Unquoted	5	-	-	173,62.17	173,62.17
Derivatives not designated as hedges
Foreign-exchange forward contracts	15	-	4,22.97	-	4,22.97
Total financial assets		527,79.31	4,22.97	173,62.17	705,64.45
Total financial liabilities		-	-	-	-
Assets and Liabilities which are measured at amortised cost for which fair values are disclosed
As at March 31, 2021	Notes	Level 1	Level 2	Level 3	Total
Financial Assets
Investments
Government securities	5	79.62	-	-	79.62
Loans
Loans to employees	6,14	-	-	1,09.15	1,09.15
Security deposits	6,14	-	-	8,23.18	8,23.18
Total Financial Assets		79.62	-	9,32.33	10,11.95
Total Financial Liabilities		-	-	-	-
Financial assets and liabilities measured at fair value - recurring fair value measurements
As at March 31, 2020	Notes	Level 1	Level 2	Level 3	Total
Financial assets
Financial Investments at FVTPL:
Funds Mutual	5,10	431,67.80	-	-	431,67.80
Financial Investments at FVOCI:
Equity Investments Unquoted	5	-	-	139,00.17	139,00.17
Total Financial Assets		431,67.80	-	139,00.17	570,67.97
Total Financial Liabilities		-	-	-	-
Derivatives not designated as hedges
Contracts Forward Foreign-Exchange	25	-	2,47.36	-	2,47.36
Total financial liabilities		-	2,47.36	-	2,47.36

ENDED

EAR
Y
THE

FOR
D
N A
AT
S A
S T
N E
M E
AT
T S
L A
CI N
A N
FI E
N O
L A
D N
A T
S E	0 2
H T	0
O T	H 31, 2
S E	C
T O	R A
N	M

As at March 31, 2020	Notes	Level 1	Level 2	Level 3	Total
Financial Assets

Investments
Government securities	5	80.27	-	-	80.27
Loans

Loans to employees	6 ,14	-	-	1,38.87	1,38.87

Loan to directors	14	-	-	2,15.63	2,15.63
Security deposits	6 ,14	-	-	10,50.33	10,50.33

Total Financial Assets		80.27	-	14,04.83	14,85.10
Total Financial Liabilities		-	-	-

required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

There are no transfers between levels 1 and 2 during the year.

The Company's policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

the use of quoted market prices or dealer quotes for similar instruments- the fair value of forward foreign exchange contracts is determined using forward exchange rate at the balance sheet date,
the fair value of employee stock option plans are determined using Black and Scholes valuation model,
the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

All of the resulting fair value estimates are included in level 1 or 2 except for unlisted equity securities where the fair values have been determined based on presentvalues and the discount rates used were adjusted for counter party or own credit risk.

(All amounts in ` lakhs, unless otherwise stated)

(iii) Fair value measurements using significant unobservable inputs (level 3)

The following table represents the changes in level 3 items for the period ended March 31, 2021 & March 31, 2020.

Unquoted Equity Shares

As on March 31, 2019	153,50.17
Acquisitions	-
Loss recognised in other comprehensive income	(14,50.00)
As on March 31, 2020	139,00.17
Acquisitions	7,95.00
Gain recognised in other comprehensive income	26,67.00
As on March 31, 2021	173,62.17

(iv) Valuation inputs and relationships to fair value

Particulars	Fair value as at		Significant Unobservable Inputs	Probable - weighted range		Sensitivity
Unquoted equity shares: Saint-Gobain India Pvt. Ltd.	March 31, 2021 144,98.00	March 31, 2020 132,23.00	Long term growth rate for cash flows for subsequent years	March 31, 2021 4% - 6% (5%)	March 31, 2020 4% - 6% (5%)	1% Increase in the long-term growth rate would result in increase in stake value to `158,04.00 lakhs (March 31,<br>2020`142,06.00 lakhs). 1% Decrease in the long-term growth rate would result in decrease in stake value to `134,57.00 lakhs<br>(March 31, 2020`124,20.00 lakhs).
(SGIPL)			Weighted Average Cost of Capital (WACC)	12.8% - 14.8% (13.8%)	13.9% - 15.9% (14.9%)	1% Increase in the WACC would result in decrease in stake value to `131,21.00 lakhs (March 31, 2020<br>` 120,83.00 lakhs). 1% Decrease in the WACC would result in Increase in stake value to `162,32.00 lakhs (March 31, 2020<br>` 146,24.00 lakhs).

Particulars	Fair value as at		Significant Unobservable Inputs	Probable - weighted range		Sensitivity
	March 31, 2021	March 31, 2020		March 31, 2021	March 31, 2020
Unquoted equity shares: Andhra Pradesh Gas Power	28,62.00		6,75.00 Discount Rate	12.7% - 14.7% (13.7%)	12.3% - 14.3% (13.3%)	1% Increase in the discount rate would result in decrease in stake value to `28,06.00 lakhs (March<br>31, 2020` 6,66.00 lakhs).
Corporation Ltd. (APGPCL)						1% Decrease in the discount rate would result in Increase in stake value to `29,19.00 lakhs<br>(March 31, 2020` 6,84.00 lakhs).

(All amounts in ` lakhs, unless otherwise stated)

(v) Valuation processes

The Company has outsourced the valuation process of unquoted equity instruments for financial reporting purposes.

The main level 3 inputs for unlisted equity securities used by the Company are derived and evaluated as follows:

For valuation of Saint-Gobain India Pvt. Ltd. discounted cash flow method is used and discount rates are determined using Weighted Average Cost of Capital (WACC) to calculate a post-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.

Growth rate is estimated based on overall economic growth expected, our understanding of the industry and expected long-term inflation.

For valuation of Andhra Pradesh Gas Power Corporation Ltd., discount rate is determined considering prevailing yield of government bonds aligned with residual maturity, market risk premium and beta of similar companies. The cash flow projections are based on cost saving method.

Changes in level 2 and 3 fair values are analysed at the end of each reporting period during the yearly valuation discussion between the Chief Financial Officer (CFO), Audit Committee (AC) and the valuation team. As part of this discussion the team presents a report that explains the reason for the fair value movements.

(vi) Fair value of financial assets and liabilities measured at amortised cost

	March 31, 2021		March 31, 2020
	Carrying amount	Fair value	Carrying amount	Fair value
Financial assets
Investments
Government securities	74.17	79.62	74.17	80.27
Loans
Loans to employees	1,09.97	1,09.15	1,58.94	1,38.87
Loan to directors	-	-	2,14.38	2,15.63
Security deposits	9,03.49	8,23.18	11,00.15	10,50.33
Total financial assets	10,87.63	10,11.95	15,47.64	14,85.10

The carrying amounts of trade receivables, electricity deposit, employee advances, cash and cash equivalents and other short term receivables, trade payables, unclaimed dividend, capital creditors and other current financial liabilities are considered to be the same as their fair values, due to their short-term nature.

The fair values for loans and security deposits were calculated based on cash flows discounted using the current lending rate. They are classified as level 3 fair values in the fair value hierarchy since significant inputs required to fair value an instrument are not observable

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

41 FINANCIAL RISK MANAGEMENT

The Company's activities expose it to market risk, liquidity risk and credit risk.

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk.

The Company's risk management is carried out by a central Treasury department under policies approved by the Board of Directors. The Treasury department identifies, evaluates and hedges financial risks in close co-operation with the Company's operating units. The Board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and nonderivative financial instruments, and investment of excess liquidity.

(All amounts in ` lakhs, unless otherwise stated)

(A) Credit risk

Credit risk is the risk of incurring a loss that may arise from a borrower or debtor failing to make required payments. Credit risk arises mainly from outstanding receivables from free market dealers, cash and cash equivalents, employee advances, security deposits and investments. The Company manages and analyses the credit risk for each of its new clients before standard payment and delivery terms and conditions are offered. Credit risk on cash and cash equivalents and investment is limited as company generally invests in deposits with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in liquid mutual fund units

(i) Credit risk management

The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost. For trade receivables, the Company applies the simplified approach permitted by Ind AS 109 Financial Instrument, which requires expected lifetime losses to be recognised from initial recognition of the receivables. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit losses, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company's historical experience and informed credit assessment and including forward looking information.

The Company do not believe there are any particular customer or group of customers that would subject us to any significant credit risks in the collection of our Trade receivable.

The Company has evaluated percentage of allowance for doubtful debts with our trade receivables over the years:

Particulars	March 31, 2021	March 31, 2020
Trade Receivables	206,49.81	206,65.28
Loss Allowance	6,74.03	6,02.59
Percentage	3.26%	2.92%

(ii) Reconciliation of Allowance – Trade receivables

Loss allowance on March 31, 2020	6,02.59
Changes in allowance	71.44
Loss allowance on March 31, 2021	6,74.03

(B) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The company ensures sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the dynamic nature of the underlying businesses, the Treasury maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors rolling forecasts of the Company's liquidity position (comprising the undrawn borrowing facilities below), cash and cash equivalents and investments on the basis of expected cash flows.

(i) Financing arrangements

The company had access to the following undrawn borrowing facilities at the end of the reporting period:

Particulars	March 31, 2021	March 31, 2020
Floating rate
- Expiring beyond one year (bank loans and overdrafts)	64,56.87	63,40.91

Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time.

(ii) Maturities of financial liabilities

The tables below analyse the Company's financial liabilities into relevant maturity groupings based on their contractual maturities.

(All amounts in ` lakhs, unless otherwise stated)

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

Contractual maturities of financial liabilities

	Less than 1 year	Between 1 and 2 years	Between 2 and 5 years	Total
March 31, 2021
Non-derivatives
Lease liabilities	6,54.73	3,22.31	1,84.59	11,61.63
Trade payables	312,26.95	-	-	312,26.95
Other financial liabilities	56,35.25	-	-	56,35.25
Total non-derivative liabilities	375,16.93	3,22.31	1,84.59	380,23.83
March 31, 2020
Non-derivatives
Lease liabilities	11,38.03	6,98.35	5,19.82	23,56.20
Trade payables	227,73.49	-	-	227,73.49
Other financial liabilities	48,75.56	-	-	48,75.56
Total non-derivatives liabilities	287,87.08	6,98.35	5,19.82	300,05.25

(C) Market risk

(i) Foreign currency risk

Currency risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency sales and purchases, primarily with respect to EUR and USD. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company's functional currency (`) The risk is measured through a forecast of highly probable foreign currency cash flows.

The risk is measured through a forecast of foreign currency sales and purchases for the Company's operations. The Company uses foreign exchange forward contracts to manage its exposure in foreign currency risk. Entire foreign currency receivables and payables have been hedged.

The Company's exposure to foreign currency risk at the end of the reporting period expressed in ` are as follows;

	Currency	March 31, 2021	March 31, 2020
Trade Receivables	USD	36,84.62	28,37.84
	EUR	23,83.18	48,74.91
	Others	59.96	12.01

	Currency	March 31, 2021	March 31, 2020
Trade Payable	USD	18,70.92	26,95.33
	EUR	18,09.13	15,44.00
	CNY	8,33.18	7,24.37
	Others	1,37.74	2,38.40

The details of forward contracts outstanding at the year ended expressed in ` are as follows;

	Currency	March 31, 2021	March 31, 2020
Forward Contracts (Sell)	USD	59,38.26	99,14.46
	EUR	120,85.45	108,76.97
	Others	1,08.67	31.68
	Currency	March 31, 2021	March 31, 2020
Forward Contracts (Buy)	USD	55,34.85	28,28.58
	EUR	41,39.92	26,83.99
	CNY	49,27.26	11,30.30
	Others	5,28.42	2,66.11

(All amounts in ` lakhs, unless otherwise stated)

42 CAPITAL MANAGEMENT

(a) Risk management

The Company's objectives when managing capital are to

safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
maintain an optimal capital structure to reduce the cost of capital.

Currently, there are no borrowings and operations are being funded through internal accruals.

(b) Dividends

	March 31, 2021	March 31, 2020
(i) Dividend paid during the year
Dividend paid during the year ` 7.50/- per fully paid up share
(March 31, 2020 - ` 6/- per fully paid up share)	83,04.00	66,43.20

(ii) Dividends not recognised at the end of the reporting period

In addition to the above dividends, since year end the directors have recommended the payment of a dividend of 9.50/- each per fully paid equity share (March 31, 2020 – 7.50/-). This proposed dividend is subject to the approval of shareholders at the ensuing annual general meeting.

			March 31, 2021	March 31, 2020
43		CONTINGENT LIABILITIES
		Contingent liabilities
		(a) Excise, Service Tax & Custom Duty demands pending with the appropriate authorities and disputed by the Company	6,48.98	4,82.60
		(b) Sales Tax demands pending with the authorities and disputed by the Company	80.56	80.56
		(c) Claims against the Company under the Labour Laws disputed by the Company	3,04.27	4,47.40
		(d) Guarantees given by Banks, as counter guaranteed by the Company	5,06.20	6,16.36
		(e) Non-Agricultural Land Cess	37.79	37.79
	(f)	Other Claims against the Company not acknowledged as debts	1,21.81	1,21.81
		(g) Demand raised by A.P Transco on surplus units allocated, disputed by the Company & subjudice in High Court (Net)	10,73.04	10,71.41
		(h) Demand raised by A.P Transco for fuel surcharge adjustment for Financial years 2009-10 & 2010-12 disputed by the Company & subjudice in Honourable Supreme Court	2,64.00	2,64.00
	(i)	Income tax liability on account of disputed disallowances	88.32	88.32
	(j)	Good and Service Tax liability for Credit of duty paid on goods and services received prior to July 1, 2017	8.09	8.09

(All amounts in ` lakhs, unless otherwise stated)

44 A COMMITMENTS
Capital commitments
Capital expenditure contracted for at the end of the reporting period but not
recognised as liabilities is as follows:
Property, Plant and Equipment	18,56.43	9,28.70

44 B Disclosures as required under Ind AS 116:

As a Leasee

(a) Amounts recognised in Balance Sheet	March 31, 2021	March 31, 2020
Right-of-use asset (Refer Note 3A)	10,48.69	20,81.08
Opening Lease Liabilities	20,40.97	29,11.59
Interest cost accrued during the year	1,69.56	2,61.13
Payment of lease liabilities	(10,09.95)	(11,31.75)
Reversal/Adjustment of lease liabilities	(1,63.74)	-
Closing Lease Liabilities	10,36.84	20,40.97
Current Lease Liabilities	5,69.91	9,55.09
Non-current Lease Liabilities	4,66.93	10,85.88
Closing Lease Liabilities	10,36.84	20,40.97

(b) Amount recognized in the Statement of Profit and Loss	March 31, 2021	March 31, 2020
Depreciation for the year	8,68.66	10,00.81
Interest cost accrued during the year	1,69.56	2,61.13
Expenses related to short term leases	8,00.99	3,84.56
T otal	18,39.21	16,46.50
(c) Total Cash outflows from leases during the year	18,10.94	15,16.31

45 The segment information is presented under the Notes forming part of the Consolidated Financial Statements as required under the Indian Accounting Standard - 108 on "Operating Segment".

46 Share based payments

(a) Performance Share Plan

Certain employees of the Company in India are allotted Performance shares of the Ultimate Holding Company. These plans are subject to eligibility criteria based on the employee's period of service (service conditions) with the Group as well as performance criteria (performance conditions). The Ultimate Holding Company does not charge any cost for this benefit, the cost of this benefit has been arrived at using Black and Scholes method.

Summary of Share options granted under plan :

	March 31, 2021	March 31, 2020
	Number of options	Number of options
Opening balance	3,85,80	3,79,40
Granted during the year	59,50	84,00
Exercised during the year	(60,18)	(47,73)
Forfeited during the year	(41,42)	(29,87)
Closing balance	3,43,70	3,85,80

(b) Expense arising from share based payment transaction

	March 31, 2021	March 31, 2020
Performance Share Plan	1,76.42	1,61.57
	1,76.42	1,61.57

(All amounts in ` lakhs, unless otherwise stated)

47 RELATED PARTY TRANSACTIONS (As per Ind AS 24 Related Party Disclosures)

Relationships

(i) HOLDING COMPANY

Compagnie de Saint-Gobain, France

(ii) FELLOW SUBSIDIARIES

Certainteed Corporation, USA Saint Gobain America, S.A. De C.V., Mexico Saint-Gobain Services Construction Products Gmbh, Germany Lapeyre, France Saint-Gobain Colombia SAS, Colombia Pt. Saint-Gobain Abrasives Diamas, Indonesia Saint-Gobain Diamantwerkzeuge Gmbh, Germany Saint-Gobain Ceramics & Plastics, Inc, USA Saint-Gobain Distribution Denmark, Denmark Saint-Gobain Abrasives (Suzhou) Co., Ltd, China Saint-Gobain Do Brasil Produtos Industriais E Para

Saint-Gobain Abrasives BV, Netherlands Saint-Gobain Glass Egypte S.A.E., Egypt Saint-Gobain Abrasives Gmbh, Germany Saint-Gobain HPM Polska sp.z o.o, Poland Saint-Gobain Achats, France Saint-Gobain Industrial Ceramics Pty Ltd, Australia Saint-Gobain Adfors, France SG Industrial Ceramics Ltd, UK SG Ceramic Materials AS, Norway Saint-Gobain K.K., Japan Saint-Gobain Corporation, France Saint-Gobain Materiales Ceramicos,Venezuela Saint-Gobain Dsi Groupe, France Saint-Gobain Materiaux Ceramiques, France Saint-Gobain Glass, France Saint-Gobain Nordic A/S, Denmark Saint-Gobain India Private Limited, India Saint-Gobain Pipes, France Saint-Gobain Solar Gard, LLC, USA Saint-Gobain Sekurit India Ltd, India Saint-Gobain Norpro, USA Saint-Gobain Sekurit (Thailand) Co Lt, Thailand Saint-Gobain International Digital-It Services, France H.K.O. Isolier-Und Textiltechnik Gmbh, Germany Saint-Gobain Glass Deutschland Gmbh, Germay Saint-Gobain Proppants (Guanghan) Co., Ltd

Saint-Gobain Abrasifs S.A. (Maroc), Morocco Saint-Gobain Vietnam Ltd.,Vietnam Saint-Gobain Abrasifs, France Savoie Refractaires, France

Saint-Gobain Abrasives (Thailand) Ltd.,Thailand Saint-Gobain Distribuição Brasil Ltda, Brazil Saint-Gobain Abrasives Ltd, UK Saint-Gobain Info Sys Gmbh, Germany Saint-Gobain Abrasives Limited, England Saint-Gobain Isover, France

Saint-Gobain Building Distribution Deutschland Gmbh, Germany L.M.Van Moppes Diamond Tools India Pvt. Ltd., India Saint-Gobain Ceramic Materials (Zhengzhou) Co. Ltd, China Saint-Gobain Performance Plastics Corporation, USA Saint-Gobain Distribution Bâtiment France S.A.S., France Construção Ltda, Brazil Saint-Gobain Building Distribution-UK Saint-Gobain Industriekeramik Rodental Gmbh, Germany Saint-Gobain Innovative Materials Belgium, Belgium Saint-Gobain Performance Plastics (Shanghai) Co Ltd, China Saint-Gobain (sea) Pte. Ltd., Philippines Saint-Gobain Inovatif Malzemeler Ve Asindirici Sanayi Ticaret Anonim Sirketi, Turkey Saint-Gobain Abrasifs, UAE Saint-Gobain Technical Fabrics, S.A. De, Mexico Saint-Gobain Abrasives Limited, New Zealand Societe Europeenne Des Produits Refractaires - S.E.P.R., France Saint-Gobain Abrasives (Pty.) Ltd., South Africa Saint-Gobain Consulting Information and Organisation, France

(All amounts in ` lakhs, unless otherwise stated)

ST-Gobain Abrasives Pty. Ltd., Australia Saint-Gobain Materiaux Ceramiques, Belgium Saint-Gobain Abrasives S.A., Luxembourg Saint-Gobain Performance Plastics Corby, UK Saint-Gobain Abrasivi SPA, Italy Saint-Gobain Performance Plastics Ireland, Ireland Saint-Gobain Abrasivos LDA. - (Portugal), Portugal Saint-Gobain Performance Plastics Rencol Limited, UK Saint-Gobain Abrasivos S.A.(ESPAÑA), Spain Saint-Gobain Technology Services, France Saint-Gobain Advanced Ceramics(Shanghai) Co Ltd, China Saint-Gobain Adfors Cz S.R.O., Czech Republic Saint-Gobain Abrasivos Limitada, Chile Saint-Gobain Advanced Materials (Taiwan) Co Ltd Saint-Gobain Adfors America, Inc, USA Saint-Gobain Rigips Alci Sanayi Ve Ticaret Anonim Sirketi, Turkey Sanitas Troesch Ag, Switzerland Toyoda Van Moppes Ltd Saint-Gobain Performance Plastics Mg Silikon Gmbh, Germany Compania Industrial El Volcan S.A Saint Gobain Distribución Construcción, S.L. Xuancheng Huiken Import and Export Co. Ltd Hangzhou Join Leader New Materials Co, Ltd Joinleader (Hk) New Materials Co.Limited Brodrene Dahl As Norway Saint-Gobain Construction Products South Africa (Pty) Ltd Saint-Gobain Glass Qingdao Co., Ltd. Industrias Del Cuarzo S.A. Saint-Gobain Hycomp LLC Saint-Gobain Ceramics INC Saint-Gobain Performance Plastics Tygaflor Ltd Saint Gobain PCR Saint-Gobain Placo Saint Gobain Abrasives, Dubai Saint-Gobain Performance Plastics France Saint Gobain Abrasives, Reynosa Saint-Gobain Niagra Falls, USA Saint-Gobain Abrasives INC Saint-Gobain Construction Products Rus LLC Saint-Gobain Semiconductor Components Saint-Gobain Glass UK Limited Saint-Gobain Adfors España S.A Saint-Gobain Distribucion Construccion S.L.

(iii) OTHER RELATED PARTIES :

Grindwell Norton Employees Gratuity Trust Grindwell Norton Employees Superannuation Trust Saint Gobain India Foundation

(iv) SUBSIDIARY COMPANY

Saint-Gobain Ceramic Materials Bhutan Pvt. Ltd.

(v) JOINT VENTURE:

SG Shinagawa Refractories India Private Limited

Saint-Gobain Abrasives (Shanghai) Co Ltd, China Saint-Gobain Performance Plastics Korea Co Ltd, Korea Saint-Gobain Abrasives, Inc., USA Saint-Gobain Performance Plastics Pampus Gmbh, Germany Thai Gypsum Products PCI, Thailand

Saint-Gobain Gyproc Emirates Industries LLC, UAE Saint-Gobain Centre De Recherche Et D'Etudes Europeen, France Saint-Gobain Solar Gard Australia Pty. Ltd. Saint-Gobain Distribution The Netherlands BV, Netherlands

Saint-Gobain Adfors Austria Gmbh, Austria

Saint-Gobain Performance Plastics L+S Gmbh, Germany

Saint-Gobain Performance Plastics España S.A.

Saint-Gobain Gyproc Middle East FZE Societe Europeenne Des Produits Refractaires - S.E.P.R.

(All amounts in ` lakhs, unless otherwise stated)

(vi) KEY MANAGEMENT PERSONNEL

Mr. Keki Elavia, Independent Director

Dr. Archana Hingorani, Independent Director
Mr. Anand Mahajan, Non-Executive Director (Retired as the Managing Director of the Company w.e.f. April 1, 2020 and appointed as Non-Executive Director w.e.f. May 20, 2020)
Mr. Subodh Nadkarni, Independent Director
Mr. Mikhil Narang, Non-Executive Director (upto May 20, 2020)
Mr. Krishna Prasad, Alternate Director
Mr. B. Santhanam, Managing Director (w.e.f. April 1, 2020)

(vii) (a) Parent entities

The Group is controlled by following entity:

Name of entity	Type	Place of business	Ownership interest held by the Group
			March 31, 2021	March 31, 2020
Compagnie de Saint-Gobain Ultimate	Holding Co*	Tour Saint-Gobain - 12 place de l'Iris, 92096 La Défense Cedex, France	51.6%	51.6%
	* The Ultimate Holding Company ("Saint-Gobain") holds shares in the Company through the following subsidiaries
Saint-Gobain Abrasives Inc	Fellow Subsidiary	1 New Bond Street, P.O Box 15008 Worcester MA 01615 USA	26.8%	26.8%
Societe de Participations Financieres et Industrielles	Fellow Subsidiary	Tour Saint-Gobain - 12 place de l'Iris, 92096 La Défense Cedex, France	24.5%	24.5%
Saint-Gobain India Pvt Ltd	Fellow Subsidiary	Sigapi Aachi Building, Floor No 7, 18/3 Rikmini Lakmipathy Road, Egmore Chennai TN India 600008	0.3%	0.3%

(b) Subsidiary

Name of entity	Type	Place of business	Ownership interest held by the Company
			March 31, 2021	March 31, 2020
Saint-Gobain Ceramic Materials Bhutan Pvt. Ltd.	Subsidiary	L-14 Pasakha Industrial Estate, PO Box 275, Pasakha Bhutan	70%	70%

(c) Joint Venture

Name of entity	Type	Place of business		Ownership interest held by the Company
			March 31, 2021	March 31, 2020
SG Shinagawa Refractories India Private Limited		Joint Venture "No-1609,16th Floor, Shapath-V,, Opp Karnawati Club,Sarkhej Gandhinagar, HIGHWAY, AHMEDABAD, Ahmedabad, Gujarat, India, 380015"	49%	49%

(d) (i) Key Management Personnel Compensation

(All amounts in ` lakhs, unless otherwise stated)

March 31, 2021 March 31, 2020 Short-term employee benefits^ 4,05.21 4,50.62 Post-employment benefits* 22.27 98.38 Sitting Fees 21.30 16.90 Commission 87.50 3,17.50

* Includes estimated amount of gratuity considering amount funded with LIC and does not include provision for leave encashment as separate actuarial valuation is not available.

^ It includes the remuneration of Mr. B. Santhanam, Managing Director, effective from April 1, 2020 and Mr. Krishna Prasad, Executive, Alternate Director effective from May 20, 2020.

(ii) During the year, leave encashment of 4,54.60 lakhs and Gratuity of 6,90.31 lakhs was paid to the Managing Director (who retired on April 1, 2020) out of the provision made in earlier years.

(e) Transactions with related parties

The following transactions were carried out with the related parties in the ordinary course of business alongwith yearend balances :

Sr.	Particulars		Holding Company	Fellow Subsidiaries			Other Related		Subsidiary Company	Joint Venture
No.						Parties
		March 31,	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,
		2021	2020	2021	2020	2021	2020	2021	2020	2021	2020
1	Sales	-	-	110,85.07	77,93.08	-	-	-	0.20	-	-
2	Agency Commission received	-	-	2,04.15	58.43	-	-	-	-	-	-
3	Service Income	2,96.66	3,28.83	125,28.49	108,18.12	-	-	45.00	-	45.00	-
4	Other Income	-	-	10,04.89	4,33.37	-	-	-	2,39.06	-	-
5	Dividend Income	-	-	17,10.04	-	-	-	-	3,85.62	-	-
6	Expenses incurred on behalf of
	group companies	14.29	23.16	28,15.16	47,79.92	-	-	9.41	14.97	48.16	28.08
7	Expenses charged by other group
	companies	87.21	52.70	29,55.11	24,33.28	-	-	-	-	-	-
8	Purchase of Goods	-	-	160,13.26	171,97.97	-	-	26,05.03	39,10.74	-	-
9	Royalty Paid	-	-	29,22.56	28,02.45	-	-	-	-	-	-
10	Dividend Paid	-	-	42,84.60	34,27.68	-	-	-	-	-	-
11	Donation Paid	-	-	4,76.39	1,12.68	-	-	-	-	-	-
12	Contribution to Post employment
	benefit plans	-	-	-	-	3,16.06	6,55.64	-	-	-	-
13	Investment in Joint Venture	-	-	-	-	-	-	-	-	-	11,27.00
14	Trade Receivables*	37.55	2,06.14	51,78.67	58,39.25	-	-	-	-	28.14	-
15	Other Receivables*	0.91	0.92	6,49.15	6,01.08	-	-	3,71.43	4,19.64	3.18	-
16	Advances to Suppliers*	0.66	-	1,49.69	35.59	-	-	-	0.52	-	-
17	Trade Payables*	-	-	(72,36.79)	(54,00.83)	-	-	(5,87.91)	(5,48.50)	-	-
18	Advance from Customers*	-	-	(3,19.31)	-	-	-	-	-	(5.15)	-

* Closing Balance

There is no allowance account for impaired receivables in relation to any outstanding balances, and no expense has been recognised in respect of impaired receivables due from related parties.

(f) Loans to/from related parties

Particulars	March 31, 2021	March 31, 2020
Loans to key management personnel (at amortised cost)
Beginning of the year	2,14.38	2,69.98
Loan repayments received	(2,14.38)	(55.60)
Interest charged	-	4.40
Interest received	-	(4.40)
End of the year	-	2,14.38

(g) Rent paid to key management personnel 2.76 lakhs (March 31, 2020 - 2.76 lakhs).

(All amounts in ` lakhs, unless otherwise stated)

(h) Terms and conditions

(i) Transactions relating to dividends were on the same terms and conditions that applied to other shareholders.
(ii) The terms and conditions of the loans to Key Managerial Personnel were as per the policy of the Company.
(iii) All other transactions were made on normal commercial terms and conditions and at market rates. The average interest rate on the other loans during the year was 10% (March 31 2020 – 10%).
(iv) All outstanding balances are unsecured and are repayable in cash.
(i) Related parties with whom significant transactions were undertaken and included in figures reported in Note No. 45 (vii) (e) is as under

Sr. No.	Nature of Transactions	Name of the companies	March 31, 2021	March 31, 2020
1	Sale of Goods	Saint-Gobain Performance Plastics Corporation	32,18.93	5,34.65
2	Service Income	Saint-Gobain International Digital-It Services	55,97.91	9,62.21
		Saint-Gobain Consulting Information and
		Organisation, France	-	23,37.24
		Saint-Gobain Isover, France	-	11,05.00
		Saint Gobain Dsi Groupe, France	29,85.62	29,78.59
3	Purchase of	Saint-Gobain Ceramic Materials Bhutan Pvt.
	Goods	Ltd.	26,05.03	39,10.74
		Saint-Gobain Performance Plastics Corporation	26,16.76	30,23.66
4	Expenses incurred on behalf of group companies	Saint-Gobain India Private Limited, India	25,66.00	41,14.43
5	Dividend Paid	Saint-Gobain Abrasives Inc., USA	22,22.66	17,78.13
		Societe de Participations Financieres et
		lndustrielles	20,39.44	16,31.55

48 The number of new cases of Covid which had reached its lowest level in the first week of February 2021 has reared up dramatically in March 2021. The Company is taking necessary actions to secure the health and safety of its employees and extended ecosystem. Different forms of restrictions have been imposed by various state governments and local bodies to control this strong second wave of the pandemic but these restrictions are not as severe as the lockdown during first wave. The Company's operations are currently running at near normal levels. However, the Company will continue to monitor changes to the future economic conditions for any material impact as the situation evolves.
49 The code of Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment received Presidential assent in September 2020. However, its effective date is yet to be notified. The Company will assess and record the impact of the Code, once it is effective.

The accompanying notes (1 to 49) are an integral part of the financial statements.

As per our Report of even date		For and on behalf of Board of Directors of Grindwell Norton Limited
For Price Waterhouse Chartered Accountants LLP Firm Registration No. 012754N / N500016	Keki M. Elavia	Chairman	DIN 00003940
	B. Santhanam	Managing Director	DIN 00494806
Sachin Parekh Partner	Deepak Chindarkar	Chief Financial Officer
Membership No. 107038	K. Visweswaran	Company Secretary
Mumbai: May 7, 2021	Mumbai: May 7, 2021

STANDALONE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2021

	(All amounts in ` lakhs, unless otherwise stated)
	March 31, 2021	March 31, 2020
Cash flow from operating activities
Profit before tax	319,63.59	239,36.78
Adjustments for;
Depreciation and amortisation expenses	51,89.47	54,65.64
Loss on assets discarded/sold (net)	18.97	9.49
Gain on Redemption of Mutual Funds	(22,93.40)	(15,96.71)
Unrealised gain on foreign exchange	(2,20.60)	(2,55.20)
Dividend income	(17,10.20)	(3,85.62)
Interest Income	(98.90)	(71.72)
Finance Costs	3,24.25	4,27.97
Share based Payments	1,76.42	1,61.57
Changes in fair value on financial instruments	8,87.34	(5,70.27)
Change in operating assets and liabilities
(Increase)/Decrease in trade receivables	4,48.30	6,47.70
(Increase)/Decrease in inventories	(21,02.10)	27,01.15
(Increase)/Decrease in loans	4,60.01	14.03
(Increase)/Decrease in other financial asset	(3,94.69)	11,08.97
(Increase)/Decrease in other non-current asset	1,17.57	1,06.53
(Increase)/Decrease in other current asset	(14,85.88)	11,29.12
Increase/(Decrease) in trade payables	83,12.67	44,56.93
Increase/(Decrease) in provisions	(73.42)	6,69.24
Increase/(Decrease) in other non-current liabilities	(27.22)	(28.34)
Increase/(Decrease) in other current liabilities	5,06.93	(2,53.66)
Increase/(Decrease) in other financial liabilities	7,33.06	(1,34.10)
Cash generated from operations	407,32.17	375,39.50
Income taxes paid (net of refunds)	(76,57.75)	(68,31.14)
Net cash inflow from operating activities	330,74.42	307,08.36
Cash flows from investing activities
Payments towards purchase of property, plant and equipment/intangible assets	(48,23.08)	(49,65.77)
Proceeds from sale of property, plant and equipment	8.65	48.19
Purchase of investment-Mutual Fund (net)	(82,05.45)	(381,60.34)
Purchase of non-current investment	(7,95.00)	-
Investment in Joint Venture	-	(11,27.00)
Investment in Bank Deposit with maturity of more than 3 months	(104,78.00)	-
Dividend received	17,10.20	3,85.62
Interest received	36.05	1,03.27
Net cash outflow from investing activities	(225,46.63)	(437,16.03)
Cash flows from financing activities
Interest paid	(3,24.25)	(4,27.97)
Dividend paid	(83,04.00)	(66,43.20)
Dividend distribution tax paid	-	(13,65.53)
Payment of lease liabilities	(8,40.39)	(8,70.62)
Net cash outflow from financing activities	(94,68.64)	(93,07.32)
Net increase / (decrease) in cash and cash equivalents	10,59.15	(223,14.99)
Add : Cash and cash equivalents at the beginning of the financial year (Refer note 12)	5,30.97	228,45.96
Cash and cash equivalents at end of the year as reported in balance sheet (Refer	15,90.12	5,30.97
note 12)

Note : Above Cash Flow Statement has been prepared under indirect method as set out in Ind AS-7-Statement of Cash Flows notified under section 133 of the Companies Act 2013.

As per our Report of even date	For and on behalf of Board of Directors of Grindwell Norton Limited
For Price Waterhouse Chartered Accountants LLP Firm Registration No. 012754N / N500016	Keki M. Elavia	Chairman	DIN 00003940
	B. Santhanam	Managing Director	DIN 00494806
Sachin Parekh	Deepak Chindarkar	Chief Financial Officer
Partner Membership No. 107038 Mumbai: May 7, 2021	K. Visweswaran Mumbai: May 7, 2021	Company Secretary

FORM AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules 2014)

Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/Joint Venture

Part "A"- Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in ` lakhs)

1	Name of the subsidiary	:	Saint-Gobain Ceramic Materials Bhutan Pvt Ltd
2	Reporting period for the subsidiary concerned, if different from the holding company's reporting period.	:	January - December 2020
3	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.	:	Nugultrum, Exchange rate 1:1
4	Share capital	:	28,99.42
5	Reserves and surplus	:	14,95.69
6	Total assets	:	53,82.18
7	Total Liabilities	:	53,82.18
8	Investments	:	Nil
9	Turnover	:	39,31.75
10	Profit before taxation	:	61.93
11	Provision for taxation	:	(71.32)
12	Loss after taxation	:	(9.39)
13	Proposed Dividend	:	-
14	Extent of shareholding (in percentage)	:	70%

Note:
1	Names of the subsidiaries which are yet to commence operations	:	Nil

2	Names of the subsidiaries which have been liquidated or sold :
	during the year

Nil

Part "B"- Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint ventures. Details of Joint Venture:

1	Name of Joint Venture	:	SG Shinagawa Refractories India Private Limited
2	Latest Balance Sheet Date (unaudited)	:	March 31, 2021
3	Date on which Joint Venture was acquired	:	August 2, 2020
4	Shares of the Joint Venture held by the company on the year end	:
	No. of shares	:	1,127,00,00
	Amount of investment (in ` lakhs)	:	11,27.00
	Extent of Holding (in percentage)	:	49%
5	Description of how there is significant influence	:	Through shareholding
6	Reason why joint venture is not consolidated	:	Not applicable as the financials of this entity is consolidated inthe Company's Consolidated Financials
7	Networth attributable to shareholding as per latest audited Balance Sheet	:	22,87.93
8	Profit or (Loss) for the year (in ` lakhs)	:	(13.58)
	Considered in Consolidation (in ` lakhs)	:	(6.65)
	Not considered in Consolidation (in ` lakhs)		(6.93)
Note:
1	Names of associates or joint ventures which are yet to commence operations.	:	Nil
2	Names of associates or joint ventures which have been liquidated or sold during the year.	:	Nil

3 The company does not have any Associates.

For and on behalf of Board of Directors of Grindwell Norton Limited

Keki M. Elavia	Chairman	DIN 00003940
B. Santhanam	Managing Director	DIN 00494806
Deepak Chindarkar	Chief Financial Officer
K. Visweswaran	Company Secretary
Mumbai: May 7, 2021

INDEPENDENT AUDITOR'S REPORT To the Members of Grindwell Norton Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

1. We have audited the accompanying consolidated financial statements of Grindwell Norton Limited (hereinafter referred to as the 'Holding Company") and its subsidiary (Holding Company and its subsidiary together referred to as "the Group") and its joint venture entity (refer Note 1.1 to the attached consolidated financial statements), which comprise the consolidated Balance Sheet as at March 31, 2021, and the consolidated Statement of Profit and Loss (including Other Comprehensive Income), the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information prepared based on the relevant records (hereinafter referred to as "the consolidated financial statements").
1. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group and its joint venture entity as at March 31, 2021, of the consolidated total comprehensive income (comprising of profit and other comprehensive income), consolidated changes in equity and its consolidated cash flows for the year then ended.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group and its joint venture entity in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in India in terms of the Code of Ethics issued by ICAI and the relevant provisions of the Act, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained, other than the unaudited financial statements as certified by the management and referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter	How our audit addressed the key audit matter
1) Assessment of valuation of Unquoted Equity Investment
(Refer to Notes 5 and 41 to the consolidated financial statements)	Our procedures to test the valuation of investment in the unquoted equity instruments include the following:
The Group has investments amounting to ` 173,60 lakhs in equity interest of two unquoted companies valued on 'Fair Value through Other Comprehensive Income' in accordance with related Accounting Standard.	Understanding and evaluation of design and testing of operating ● effectiveness of the controls over determination of fair value (including valuation model and assumptions/judgements) of unquoted equity instruments.
In measuring these investments, valuation methods are used based on inputs that are not directly observable from market information and certain other unobservable inputs. The Management has also used the services of an independent professional valuation expert in this regard. Key inputs used in the valuation of above investments are cash flow projections, growth rate, terminal value, discount rate, etc. The valuation of these assets is important to our audit as it is highly dependent on estimates (various assumptions and techniques used) which contain assumptions that are not observable in the market. Given the inherent subjectivity in the valuation of the above investments, relative significance of these investments to the consolidated financial statements and the nature and extent of audit procedures involved, we determined this to	Assessing the accuracy and reasonableness of the input data ● provided by the Management by agreeing with approved budgets. Comparing recent historical results vis-à-vis corresponding ● budgets. Evaluation of competence, capabilities and objectivity of the ● valuation expert engaged by the Management. Assessment of the reasonableness of cash flows projections and ● performed audit procedures on management's assumptions such as earnings growth rate, cost escalation/savings etc. and also along with the auditor's expert, assessed valuation methodology, discount rate, terminal growth rate, etc. Testing the mathematical accuracy of the discounted cash flow ● projections. Assessed adequacy of relevant disclosures in the consolidated ● financial statements. Based on the above audit procedures performed, the Management's
be a key audit matter.	assessment of valuation of investment in the unquoted equity instruments was considered to be reasonable.

Key Audit Matter	How our audit addressed the key audit matter
2) Migration of financial system to SAP during the year
The Holding Company's financial reporting process significantly relies on the design and operating	We performed the following procedures with respect to the ● migration and the new system:
effectiveness of its IT systems.	Obtained an understanding and evaluated the project governance ●
The Holding Company used IIS (Legacy system) as its key financial application for the period from April 1, 2020	and the management oversight of the migration and tested the relevant controls over data migration.
to December 31, 2020; It migrated to SAP ECC 6.0 with effect from January 01, 2021.	Tested a sample of the migrated balances of general ledgers, sub ● ledgers and open items for completeness and accuracy as of 1st January 2021.
This is a key audit matter because migration to SAP ECC 6.0 involved migration of financially significant data from the legacy system to SAP ECC 6.0 and changes in automated controls and key reports.	Evaluated the design and tested the operating effectiveness of the ● relevant IT General Controls (ITGC), business process controls (both automated and manual) and tested the completeness and accuracy of key reports on a sample basis in SAP ECC 6.0 for the period from January 1, 2021 to March 31, 2021.
	Based on the above procedures, we did not find any significant exceptions in the data migration, ITGC, business process controls and
	key reports in SAP ECC 6.0

Other Information

The Holding Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

1. The Holding Company's Board of Directors is responsible for the preparation and presentation of these consolidated financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows, and changes in equity of the Group including its joint venture entity in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. The respective Board of Directors of the companies included in the Group and of its joint venture entity are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.
1. In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group and of its joint venture entity are responsible for assessing the ability of the Group and of its joint venture entity to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
1. The respective Board of Directors of the companies included in the Group and of its joint venture entity are responsible for overseeing the financial reporting process of the Group and of its joint venture entity.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
1. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its joint venture entity to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its joint venture entity to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group and its joint venture entity to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entity included in the consolidated financial statements of which we are the independent auditors. We remain solely responsible for our audit opinion.
1. We communicate with those charged with governance of the Holding Company, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
1. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

We did not audit the financial statements of one subsidiary whose financial statements reflect total assets of 51,72.08 lakhs and net assets of 40,43.85 lakhs as at March 31, 2021, total revenue of 31,51.49 lakhs, loss of 4,80.17 lakhs, total comprehensive income (comprising of loss and other comprehensive income) of 4,80.17 lakhs (loss) and net cash outflows amounting to 3,88.66 lakhs for the year ended on that date, as considered in the consolidated financial statements. These consolidated financial statements also include the Group's share of loss of 6.65 lakhs, total comprehensive income (comprising of loss and other comprehensive income) of 6.65 lakhs (loss) for the year ended March 31, 2021 in respect of one joint venture entity whose financial statements have not been audited by us. These financial statements are unaudited and have been furnished to us by the Management, and our opinion on the consolidated financial statements insofar as it relates to the amounts and disclosures included in respect of the aforesaid subsidiary and joint venture entity and our report in terms of sub-section (3) of Section 143 of the Act including

report on Other Information insofar as it relates to the aforesaid subsidiary and joint venture entity, is based solely on such unaudited financial statements. In our opinion and according to the information and explanations given to us by the Management, these financial statements are not material to the Group.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to financial statements certified by the Management.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, we report, to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the consolidated financial statements.
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including other comprehensive income), Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account and records maintained for the purpose of preparation of the consolidated financial statements.
(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2021 taken on record by the Board of Directors of the Holding Company, none of the directors of the Holding Company is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164(2) of the Act.
(f) As there is no subsidiary incorporated in India, this report does not contain a separate report on the internal financial controls with reference to financial statements of the Group and accordingly, reference should be made to Annexure A to the audit report on the standalone financial statements.
(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The consolidated financial statements disclose the impact, of pending litigations on the consolidated financial position of the Group and its joint venture entity – Refer Note. 44 to the consolidated financial statements.
ii. The Group and its joint venture entity had long-term contracts as at March 31, 2021 for which there were no material foreseeable losses. The Group and its joint venture entity did not have any long term derivative contracts as at March 31, 2021.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company during the year ended March 31, 2021.
iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Group for the year ended March 31, 2021.
1. The Holding Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP. Firm Registration Number: 012754N/ N500016

Sachin Parekh Partner Place : Mumbai Membership Number - 107038 Date : May 7, 2021 UDIN – 21107038AAAAEC1558

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2021

(All amounts in ` lakhs, unless otherwise stated)

	Notes	March 31, 2021	March 31, 2020
Assets
Non -current assets
Property, plant and equipment	3	348,87.85	360,99.25
Right-of-use asset	3A	12,07.92	22,65.69
Capital work-in-progress	3	23,99.88	29,12.27
Goodwill	4	48.80	48.80
Other intangible assets	4	8,57.11	43.57
Financial assets
i. Investments	5	191,96.75	168,80.51
ii. Loans	6	9,75.57	11,75.63
iii. Other financial assets	7	13.38	12.61
Deferred tax assets (Net)	8	2,60.11	3,37.66
Other non-current assets	9	19,31.89	8,47.49
Total non-current assets		617,79.26	606,23.48
Current assets Inventories	10	322,54.00	303,34.38
Financial assets
i. Investments	11	521,39.99	413,89.37
ii. Trade receivables	12	201,84.19	205,03.46
iii. Cash and cash equivalents	13	19,29.95	12,63.17
iv. Bank balances other than (iii) above	14	110,63.60	2,05.56
v. Loans	15	50.27	3,10.22
vi. Other financial assets	16	13,76.78	8,48.40
Current tax assets (Net)	8	21.18	-
Other current assets	17	56,67.81	40,33.95
Total current assets		1,246,87.77	988,88.51
Tota l assets		1,864,67.03	1,595,11.99
Equit y and liabilities
Equit y
Equity share capital	18	55,36.00	55,36.00
Other Equity	19	1,309,46.48	1,131,96.56
Equity attributable to owners of the Company		1,364,82.48	1,187,32.56
Non-controlling interest		12,13.42	13,57.47
Total equity		1,376,95.90	1,200,90.03
LIABILITIES
Non -current liabilities
Financial liabilities
i. Lease liabilities	20	6,27.76	12,63.87
Provisions	21	25,90.71	22,97.33
Deferred tax liabilities (Net)	22	19,31.51	15,34.15
Other non-current liabilities	23	69.99	97.21
Total non-current liabilities		52,19.97	51,92.56
Current liabilities
Financial liabilities
i. Lease liabilities	24	5,87.08	9,72.26
ii. Trade payables (a)Total outstanding dues of micro and small enterprises	25	5,46.45	2,22.21
(b)Total outstanding dues of creditors other than (ii)(a) above			224,07.11
iii. Other financial liabilities	26	306,32.30 56,65.58	48,78.42
Provisions	27	22,62.56	23,72.25
Current tax liabilities (Net)	28	6,79.06	5,97.53
Other current liabilities	29	31,78.13	27,79.62
Total current liabilities		435,51.16	342,29.40
Tota l Lia bilities		487,71.13	394,21.96
Tota l equit y and liabilities		1,864,67.03	1,595,11.99

Significant Accounting Policies	1.3
The accompanying notes (1 to 53) are an integral part of the financial statements.

As per our Report of even date For and on behalf of Board of Directors of Grindwell Norton Limited For Price Waterhouse Chartered Accountants LLP Keki M. Elavia Chairman DIN 00003940 Firm Registration No. 012754N / N500016 B. Santhanam Managing Director DIN 00494806 Sachin Parekh Deepak Chindarkar Chief Financial Officer Partner Membership No. 107038 K. Visweswaran Company Secretary Mumbai: May 7, 2021 Mumbai: May 7, 2021

122 123

(All amounts in ` lakhs, unless otherwise stated) CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2021

	Notes	March 31, 2021	March 31, 2020
Income
Revenue from Operations	30	1,637,91.56	1,579,56.94
Other Income	31	50,96.88	40,37.52
Total Income		1,688,88.44	1,619,94.46
Expenses
Cost of materials consumed	32	521,98.94	593,03.94
Purchases of stock-in-trade	33	165,29.61	122,37.20
Changes in Inventories of work-in-progress, stock-in-trade and finished goods	34	33,53.62	(2,44.52)
Employee benefits expense	35	207,77.31	204,84.20
Finance costs	36	3,41.81	4,46.87
Depreciation and amortisation expense	37	54,35.54	57,78.33
Other expenses	38	385,24.65	397,25.51
Total expenses		1,371,61.48	1,377,31.53
Profit before share of profit/(loss) of joint venture and tax		317,26.96	242,62.93
Share of profit/(loss) of joint venture accounted for using the equity method		(6.65)	0.74
Profit before tax		317,20.31	242,63.67
Income tax expenses	39
-Current tax		79,86.55	67,55.56
-Deferred tax		(40.45)	(8,81.22)
Total tax expenses		79,46.10	58,74.34
Profit for the year		237,74.21	183,89.33
Other Comprehensive Income
Items that will not be reclassified to profit or loss
Remeasurement of post employment benefit obligations - gain/(loss)		(2,57.11)	(3,44.85)
Change in fair value of equity instruments at Fair Value through Other
Comprehensive Income (FVOCI)		26,67.00	(14,50.00)
Income tax relating to these items
-Current tax		64.71	86.79
-Deferred tax		(5,15.36)	2,43.82
Other comprehensive income for the year		19,59.24	(14,64.24)
Total comprehensive income for the year		257,33.45	169,25.09
Net Profit attributable to:
- Owners		239,18.26	182,52.16
- Non controlling interests		(1,44.05)	1,37.17
Total comprehensive income attributable to:
- Owners		258,77.50	167,87.92
- Non-controlling interests		(1,44.05)	1,37.17
Earnings per equity share (Face value of ` 5/- each)
Basic earnings per equity share (in `)	40	21.60	16.48
Diluted earnings per equity share (in `)	40	21.60	16.48
Significant Accounting Policies	1.3

The accompanying notes (1 to 53) are an integral part of the financial statements.
As per our Report of even date		For and on behalf of Board of Directors of Grindwell Norton Limited
For Price Waterhouse Chartered Accountants LLP Firm Registration No. 012754N / N500016	Keki M. Elavia	Chairman	DIN 00003940
	B. Santhanam	Managing Director	DIN 00494806
Sachin Parekh Partner	Deepak Chindarkar	Chief Financial Officer
Membership No. 107038	K. Visweswaran	Company Secretary
Mumbai: May 7, 2021	Mumbai: May 7, 2021

122 123

CONSOLIDATED Statement of changes in equity FOR THE YEAR ENDED MARCH 31, 2021

(All amounts in ` lakhs, unless otherwise stated)

apital

are C


uity Sh

Eq

I)

	Notes	Amounts
Balance as at March 31, 2019		5,536.00
Changes in equity share capital	18	-
Balance as at March 31, 2020		5,536.00
Changes in equity share capital	18	-
Balance as at March 31, 2021		5,536.00

II) other Equity

	Notes		Reserves and Surplus			Other Reserves			Grand Total
		Securities Premium	General Reserve	Retained Earnings	FVOCI Equity Investment Reserve	Revaluation Reserve	Compensation Reserve Stock	Attributable to Owners of the Company Total	Attributable controlling Interest to Non	Total
Balance as at March 31, 2019		27,90.82	402,01.34	500,17.17	103,68.41	3,35.34	5,42.72	1,042,55.80	13,85.56	1,056,41.36
Profit for the year	19	-	-	182,52.16	-	-	-	182,52.16	1,37.17	183,89.33
Remeasurement of post employment benefit obligation, net of tax		-	-	(2,58.06)	-	-	-	(2,58.06)	-	(2,58.06)
Employee stock option expense compensation reserve		-	-	-	-	-	1,61.57	1,61.57	-	1,61.57
Other comprehensive income	19			-	(12,06.18)	-	-	(12,06.18)	-	(12,06.18)
Transactions with Owners in their capacity as owners
Dividend for the financial year 2018-19		-	-	(66,43.20)	-	-	-	(66,43.20)	-	(66,43.20)
Dividend Distribution Tax for the financial year 2018-19		-	-	(13,65.53)	-	-	-	(13,65.53)	-	(13,65.53)
Dividend paid to Non-Controlling Interest		-	-	-	-	-	-	-	(1,65.26)	(1,65.26)
Balance as at March 31, 2020		27,90.82	402,01.34	600,02.54	91,62.23	3,35.34	7,04.29	1,131,96.56	13,57.47	1,145,54.03
Profit for the year	19	-	-	239,18.26	-	-	-	239,18.26	(1,44.05)	237,74.21
Remeasurement of post employment benefit obligation, net of tax		-	-	(1,92.40)	-	-	-	(1,92.40)	-	(1,92.40)
Employee stock option expense compensation reserve		-	-	-	-		1,76.42	1,76.42	-	1,76.42
Other comprehensive income	19	-	-	-	21,51.64	-	-	21,51.64	-	21,51.64
Transactions with Owners in their capacity as owners
Dividend for the financial year 2019-20		-	-	(83,04.00)	-	-	-	(83,04.00)	-	(83,04.00)
Balance as at March 31, 2021		27,90.82	402,01.34	754,24.40	113,13.87	3,35.34	8,80.71	1,309,46.48	12,13.42	1,321,59.90

The accompanying notes (1 to 53) are an integral part of the financial statements.

Grindwell Norton Limited

Chairman

DIN 00003940

DIN 00494806

Managing Director Chief Financial Officer Company Secretary

B. Santhanam Deepak Chindarkar K. Visweswaran

As per our Report of even date For and on behalf of Board of Directors of

For Price Waterhouse Chartered Accountants LLP Keki M. Elavia Firm Registration No. 012754N / N500016

Sachin Parekh Partner Membership No. 107038

Mumbai: May 7, 2021 Mumbai: May 7, 2021

NOTE: 1

1.1 CORPORATE INFORMATION

Grindwell Norton Ltd (the 'Company') is a public limited Company incorporated on July 31, 1950 and domiciled in India. Its shares are publicly traded and has its registered office at 5th Level, Leela Business Park, Andheri Kurla Road, Marol, Andheri (East), Mumbai – 400059. The Group is one of the subsidiaries of Compagnie de Saint – Gobain ("Saint Gobain"), a transnational group with its headquarters in Paris. The Company's businesses are a part of the High Performance Materials sector.

The consolidated financial statements relate to Grindwell Norton Limited and its Subsidiary Company, Saint-Gobain Ceramic Materials Bhutan Private Limited, a Company incorporated in Bhutan and a Joint Venture entity SG Shinagawa Refractories India Private Limited (jointly referred as "the Group").

In the Group, the businesses are divided into three major segments:

1. Abrasives;
1. Ceramics and Plastics; and
1. IT Services

Consolidated Financial Statements for the year ended March 31, 2021 were authorized for issue in accordance with a resolution of the Board of Directors on May 7, 2021.

1.2 BASIS OF PREPARATION

(i) Compliance with Ind AS

(ii) Historical cost convention

The financial statements have been prepared on a historical cost basis, except the following:

Certain financial assets and liabilities (including derivative instruments) are measured at fair value;
Defined benefit plans plan assets measured at fair value; and
Share based payments calculated using the Black and Scholes option pricing model for the Ultimate Parent Company.

(iii) New standard adopted by the Company

The Group has applied the following standards and amendments for the first time for their annual reporting period commencing April 1, 2020.

Covid-19 Related Concessions Ind AS 116 "Leases"
Definition of Material amendments to Ind AS 1 and Ind AS 8

The amendments listed above did not have any impact on the amounts recognised in current and prior periods and are not expected to significantly affect the future periods.

(iv) Current versus non-current classification

All the assets and liabilities have been classified as current or non-current as per the Group's operating cycle and other criteria set out in the Schedule III to the Act. Based on the nature of the products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Group has ascertained its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities.

(v) Basis of consolidation:

The consolidated financial statements relate to Grindwell Norton Limited, its Subsidiary Company, Saint-Gobain Ceramic Materials Bhutan Private Limited, a Company incorporated in Bhutan in which the Company has 70% equity holding and its Joint Venture entity SG Shinagawa Refractories India Private Limited in which the Company has 49% shareholding. The financial statements of the Subsidiary Company and Joint Venture for the year ended March 31, 2021 have not been audited and have been considered in the Consolidated Financial Statements based on the unaudited financial statements certified by the Management as these are considered not material to the Group. The consolidated financial statements have been prepared in accordance with the applicable Accounting Standards in India and other generally accepted accounting principles.

(vi) Principles of consolidation:

The Consolidated Financial Statements have been prepared on the following basis:

(a) Subsidiaries

The financial statements of the Company and its subsidiary have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting in unrealised profits or losses as per Ind AS -110.

Non-Controlling Interest" represents the amount of equity attributable to minority shareholders at the date on which investment in the subsidiary is made and its share of movements in the equity since that date. Minority interest's share of net profit/ loss for the year of the subsidiary is identified and adjusted against the profit after tax of the group.

(b) Joint Venture

The Group's investments in its joint venture entity are accounted for using the equity method. Under the equity method, the investment in a joint venture entity is initially recognised at cost.

The carrying amount of the investment is adjusted to recognise changes in the Group's share of net assets of the joint venture entity since the acquisition date.

1.3 SIGNIFICANT ACCOUNTING POLICIES

A. Property, plant and equipment

(i) Recognition and measurement:

Gains or losses on disposal are determined by comparing proceeds with carrying amount. These are included in the Statement of Profit and Loss.

(ii) Subsequent Expenditure:

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably.

(iii) Depreciation:

Depreciation is calculated using the Straight-line method to allocate their cost, net of their residual values, over their following estimated useful life which is similar to useful life prescribed in Schedule II of the Act; except for Server & Networks and Specific Kilns where depreciation has been provided based on the technical specifications, external & internal assessment, requirement of refurbishments and past experience of the remaining useful life.

Assets			Useful life
(i)	Building	:	3 to 60 years
(ii)	Plant and Equipment	:	7.5 to 25 years
(iii)	Electrical Installations and Equipments	:	10 years
(iv)	Laboratory Equipments	:	10 years
(v)	Computers	:	3 years
(vi)	Furniture and Fixtures	:	10 years
(vii)	Office Equipments	:	5 years
(viii)	Vehicles	:	8 to 10 years
(ix)	Specific Kilns	:	5 to 10 years
(x)	Server & Networks	:	4 years

Leasehold improvements are depreciated over the lease period or over its useful life if the useful life is less than the lease period.

B. Intangible assets

(i) Recognition and measurement:

An Intangible asset is recognised when it is probable that the future economic benefits that are attributable to the asset will flow to the Group and the cost of the asset can be measured reliably.

The useful life of intangible assets are assessed as either finite or indefinite. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates.

Intangible asset other than Goodwill and Trade Mark is carried at its cost less any accumulated amortisation and any accumulated impairment losses.

(ii) Amortisation :

(i)	Computer Software	:	3 to 5 years
(ii)	Other Intangibles	:	10 years

C. Impairment of assets

(i) Financial assets

In accordance with Ind-AS 109, the Group applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, and bank balance.
b) Trade receivables The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. Trade receivables are tested for impairment after considering the sanctioned credit limits, security like letters of credit, security deposit collected etc. and expectations about future cash flows.

(ii) Non-financial assets

D. Inventories

Inventories are valued at lower of cost and net realisable value.

Cost of finished goods and work-in-process includes material, direct labour, overheads, non-refundable duties & taxes wherever applicable.

Slow-moving, non-moving & defective inventories are identified and wherever necessary, provision is made for such inventories.

E. Investments and other financial assets

(i) Classification

The Group classifies its financial assets in the following measurement categories –

Those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and Those measured at amortised cost.
The classification depends on the Group's business model for managing the financial assets and the contractual terms of the cash flows.

For investments in equity instruments, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income.

The Group reclassifies debt investments when and only when its business model for managing those assets changes.

(ii) Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit and loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit and loss. There are three measurement categories into which Group classifies debt instrument.

(a) Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest method.
(b) Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains or losses which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit and loss and recognised in other income. Interest income from these financial assets is included in other income using the effective interest rate method.
(c) Fair value through profit and loss: Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. Interest income from these financial assets is included in other income.

Equity instruments

The Group subsequently measures all equity investments at fair value. Where the Group's management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains or losses to profit and loss. Dividends from such investments are recognised in profit or loss as other income when the Group's right to receive payments is established.

Changes in the fair value of financial assets at fair value through profit or loss are recognised in other income in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

(iii) Derecognition

A financial asset is derecognised only when,

(a) The Group has transferred the rights to receive cash flows from the financial asset or
(b) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

F. Cash and cash equivalents

G. Financial Liabilities

(i) Measurement

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group's financial liabilities include trade and other payables.

After initial recognition, interest-bearing borrowings are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method.

(ii) Derecognition

H. Foreign currency translation

(i) Functional and presentation currency:

Items included in the consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The Indian Rupee (`) is the functional and presentation currency of the Group.

(ii) Transactions and balances

Foreign exchange gains and losses are presented in the statement of profit and loss on a net basis.

I. Forward contracts - Not designated as hedges

The Group enters into a derivative contracts (forward contracts) to hedge the risk of foreign exchange fluctuations. Such contracts are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The contracts are accounted for at fair value through profit and loss.

J. Revenue recognition

(i) Sale of goods

(ii) Service income

(iii) Dividend

Dividends are recognised in Statement of Profit and Loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Group, and the amount of the dividend can be measured reliably.

(iv) Interest Income

For all financial insturments measured at amortised cost, interest income is recorded using Effective Interest Rate (EIR), which is the rate exactly discounts the estimated future cash payments or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset.

(v) Other operating income

Export entitlements are recognised when the right to receive them as per terms of the entitlement is established in respect of exports made.

K. Employee benefits

(i) Short-term obligations

(ii) Other long-term employee benefit obligations

Liability towards Long-term Compensated Absences are determined based on actuarial valuation by independent actuaries as at the date of the Balance Sheet using Projected Unit Credit method. Actuarial gains/losses comprising of experience adjustments and the effects of changes in actuarial assumptions are recognized in the Statement of Profit and Loss of the year.

The obligations are presented as current liabilities in the balance sheet as current or non-current based on the actuary's report.

Post-employment obligations

The Group operates the following post-employment schemes:

(a) defined benefit plans such as gratuity; and
(b) defined contribution plans such as provident fund.

Defined Benefit Plan - Gratuity obligations

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plan is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated at year-end by actuaries using the projected unit credit method.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit and loss as past service cost.

Defined contribution plans

The Group contributes to Provident Fund, Employee pension schemes 1995, and Superannuation fund under the relevant approved schemes and / or statutes. The Group has no further payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions are recognised as employee benefit expense when they are due.

(iii) Share-based payments

(iv) Termination benefits

Termination benefit are recognised as an expense in the period in which they are incurred.

L. Borrowing Costs

M. Income Tax

The income tax expense for the period is the tax payable on the current period's taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences.

Deferred tax assets are recognised for all deductible temporary differences and only if it is probable that future taxable amounts will be available to utilise those temporary differences. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

N. Provisions and Contingencies

(i) Provisions are recognised based on the best estimate of probable outflow of resources which would be required to settle obligations arising out of past events.

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past event, it is probable that an outflow of resources will be required to settle the obligation and the amount can be readily estimated.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

(ii) Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

Contingent liabilities not provided for as per above are disclosed in notes forming part of the Financial Statements.

(iii) Contingent Assets are disclosed, where the inflow of economic benefits is probable.
(iv) Where the likelihood of outflow of resource is remote, no provision or disclosure as specified in Ind AS 37-"Provision, Contingent Liabilities and Contingent Assets" is made.

O. Earnings per share

(i) Basic earnings per share

(ii) Diluted earnings per share

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effect of all dilutive potential equity shares.

P. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM).

The CODM, being the Managing Director, assesses the financial performance and position of the Group and makes strategic decisions.

Q. Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

R. Leases

As a lessee

The Group mainly has lease arrangements for land and building (office premises and warehouses).

The Group assesses whether a contract is or contains a lease at inception of the contract. This assessment involves the exercise of judgement about whether there is an identified asset, whether the Group has the right to direct the use of the asset and whether the Group obtains substantially all the economic benefits from the use of that asset.

The Group recognises a right-of-use asset and a corresponding lease liability at the lease commencement date. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group uses an incremental borrowing rate specific to the Country, term and currency of the contract. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease liability is accounted at amortised cost. The lease liabilities are adjusted for the lease payments made by the Group. Lease payments are allocated between principal and finance cost. Finance cost is charged to profit and loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. In case of changes in the future lease payments due to renegotiation, changes of an index or rate, the lease liability is remeasured (with a corresponding adjustment to the related right-of-use asset).

Short-term leases and leases of low-value assets: The Group has elected not to recognize right-of-use assets and lease liabilities for short term leases as well as low value assets.

As a lessor

Lease income from operating leases where the Group is a lessor is recognised in income on a straight line basis over the lease term. The respective leased assets are included in the balance sheet based on their nature.

S. Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on the future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the group or the counterparty.

T. Rounding off amounts

All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest lakhs, with up to two decimals as per the requirement of Schedule III, unless otherwise stated.

NOTE: 2

2.1 USE OF JUDGMENTS, ESTIMATE AND ASSUMPTIONS

While preparing financial statements in conformity with Ind AS, the Management has made certain estimates and assumptions that require subjective and complex judgments. These judgments affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses, disclosure of contingent liabilities at the statement of financial position date and the reported amount of income and expenses for the reporting period. Financial reporting results rely on the Management estimate of the effect of certain matters that are inherently uncertain. Future events rarely develop exactly as forecasted and the best estimates require adjustments, as actual results may differ from these estimates under different assumptions or conditions. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

Judgment, estimates and assumptions are required in particular for:

(a) Determination of the estimated useful lives of tangible assets

(b) Recognition and measurement of defined benefit obligations

(c) Fair valuation of employee share options

(d) Measurement of Fair valuation of financial instruments

(i) Fair value of foreign currency forward contracts are determined using the fair value reports provided by respective bankers.
(ii) When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

(e) Impairment of financial assets

The impairment provisions of financial assets are based on the assumptions about risk of default and expected loss rates. The Group uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on Group's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

(f) Sales Incentive Schemes and Turnover discounts

The provision for sales incentive schemes and turnover discounts are calculated based on the relevant schemes and estimate of likely sales eligible for such discounts and schemes.

(g) Determination of lease term

The factors such as significant penalties (including economic cost), leasehold improvements, disruption in business etc. are considered in evaluation.

The lease term is reassessed if an option is actually exercised (or not exercised) or the Group becomes obliged to exercise (or not exercised) it. The assessment of reasonable certainty is only revised if a significant change in circumstance occurs, which affects this assessment, and is within the control of the Management.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2021 (All amounts in ` lakhs, unless otherwise stated)

3PROPERTY, PLANT AND EQUIPMENT

	Freehold Land -	Leasehold Land -	Buildings #	Leasehold	Plant and	installations Electrical	Laboratory	Computers	and Fixtures Furniture	Office	Vehicles	Total	Capital work-in
				Improvements	Equipment	Equipments and	Equipments			Equipment			progress
Gross carrying amount:
As at March 31, 2019	19,01.35	78.41	147,38.18	10,01.21	292,83.76	3,18.40	1,57.44	13,69.25	12,89.73	5,98.74	3,00.96	510,37.43	42,97.00
Additions	-	-	12,50.19	-	45,57.77	1,13.32	12.76	2,57.77	1,09.75	1,56.56	1,00.74	65,58.86	51,84.40
Deductions	-	-	-	-	(89.97)	-		(4.00)	(0.82)	(2.55)	(61.71)	(1,59.05)	-
Reclassification*	-	(78.41)	-	-	-	-	-	-	-	-	-	(78.41)
Transfers	-	-	-	-	-	-	-	-	-	-	-	-	(65,69.13)
As at March 31, 2020	19,01.35	-	159,88.37	10,01.21	337,51.56	4,31.72	1,70.20	16,23.02	13,98.66	7,52.75	3,39.99	573,58.83	29,12.27
Additions	-	-	4,45.86	9.13	25,79.79	40.70	1.58	1,29.99	48.81	47.46	-	33,03.32	36,58.87
Deductions	-	-	(15.34)		(2,36.49)	(0.35)	-	(5.44)	(21.35)	(8.40)	(7.71)	(2,95.08)
Transfers	-	-	-	-	-	-	-	-	-	-	-	-	(41,71.26)
As at March 31, 2021	19,01.35	-	164,18.89	10,10.34	360,94.86	4,72.07	1,71.78	17,47.57	14,26.12	7,91.81	3,32.28	603,67.07	23,99.88
Accumulated Depreciation:
As at March 31, 2019	-	3.87	21,29.58	4,44.98	120,11.18	76.92	50.25	9,04.43	5,62.33	3,71.74	74.08	166,29.36	-
Depreciation for the year	-	-	5,70.27	1,16.67	34,20.01	31.06	19.16	2,93.21	1,35.68	1,04.64	44.76	47,35.46	-
Depreciation on Deductions	-				(60.94)			(3.99)	(0.81)	(2.01)	(33.62)	(1,01.37)	-
Reclassification*		(3.87)										(3.87)	-
As at March 31, 2020	-	-	26,99.85	5,61.65	153,70.25	1,07.98	69.41	11,93.65	6,97.20	4,74.37	85.22	212,59.58	-
Depreciation for the year	-	-	5,98.58	1,17.19	31,82.09	40.65	17.66	2,58.01	1,28.88	1,02.10	41.94	44,87.10	-
Depreciation on Deductions	-	-	(14.99)	-	(2,11.28)	(0.35)	-	(5.39)	(19.69)	(8.05)	(7.71)	(2,67.46)	-
As at March 31, 2021	-	-	32,83.44	6,78.84	183,41.06	1,48.28	87.07	14,46.27	8,06.39	5,68.42	1,19.45	254,79.22	-
Net Carrying amount:
As at March 31, 2020	19,01.35	-	132,88.52	4,39.56	183,81.31	3,23.74	1,00.79	4,29.37	7,01.46	2,78.38	2,54.77	360,99.25	29,12.27
As at March 31, 2021	19,01.35	-	131,35.45	3,31.50	177,53.80	3,23.79	84.71	3,01.30	6,19.73	2,23.39	2,12.83	348,87.85	23,99.88

Includes an amount of `750.00 (March 31, 2020 -` 750.00) representing the value of shares in a co-operative housing society.

Capital work-in-progress mainly comprises of plant and machinery.

3A RIGHT-OF-USE ASSET

	Land	Building	Total
Gross carrying amount:
Recognised as at April 1, 2019*	2,88.40	30,07.35	32,95.75
Addition	-	-	-
As at March 31, 2020	2,88.40	30,07.35	32,95.75
Deletion	-	(4,18.96)	(4,18.96)
As at March 31, 2021	2,88.40	25,88.39	28,76.79
Accumulated Depreciation :
Recognised as at April 1, 2019*	3.87	-	3.87
Depreciation for the year	26.33	9,99.86	10,26.19
As at March 31, 2020	30.20	9,99.86	10,30.06
Depreciation for the year	26.33	8,67.71	8,94.04
Depreciation on Deduction	-	(2,55.23)	(2,55.23)
As at March 31, 2021	56.53	16,12.34	16,68.87
Net Carrying amount:
As at March 31, 2020	2,58.20	20,07.49	22,65.69
As at March 31, 2021	2,31.87	9,76.05	12,07.92

*Consequent to adoption of Ind AS 116.

4INTANGIBLE ASSETS

	Computer Software	Trade Marks	Non Compete Fees and Marketing	Total	Goodwill
Gross carrying amount:			Network
As at March 31, 2019	3,79.07	23.97	1,17.90	5,20.94	48.80
Additions	10.27	-	-	10.27	-
As at March 31, 2020	3,89.34	23.97	1,17.90	5,31.21	48.80
Additions	8,67.94	-	-	8,67.94
As at March 31, 2021	12,57.28	23.97	1,17.90	13,99.15	48.80
Accumulated Amortisation:
As at March 31, 2019	3,53.06	-	1,17.90	4,70.96	-
Amortisation for the year	16.68	-	-	16.68	-
As at March 31, 2020	3,69.74	-	1,17.90	4,87.64	-
Amortisation for the year	54.40	-	-	54.40
As at March 31, 2021	4,24.14	-	1,17.90	5,42.04	-
Net Carrying amount:
As at March 31, 2020	19.60	23.97	-	43.57	48.80
As at March 31, 2021	8,33.14	23.97	-	8,57.11	48.80

(All amounts in ` lakhs, unless otherwise stated)

	March 31, 2021	March 31, 2020
5 NON-CURRENT FINANCIAL ASSETS - INVESTMENTS
Quoted Investments
Investment in Government Securities (at Amortised cost) 8.20% 10 Years NHAI Tax Free Bonds	74.17	74.17
Unquoted Investments
Investment in Equity Instruments (at fair value through other
comprehensive income)
John Oakey & Mohan Ltd.	0.16	0.16
1,900 (March 31, 2020 : 1,900) equity shares of ` 10/- each fully paid up Andhra Pradesh Gas Power Corporation Ltd.	28,62.00	6,75.00
28,97,080 (March 31, 2020 : 21,86,880 ) equity shares of ` 10/- each
fully paid up
Shivalik Solid Waste Management Ltd.	2.00	2.00
20,000 (March 31, 2020 : 20,000 ) equity shares of ` 10/- each fully paid up
In Fellow Subsidiaries :
Saint-Gobain India Pvt. Ltd.	144,98.00	132,23.00
28,50,074 (March 31, 2020 : 28,50,074) equity shares of ` 10/- each fully
paid up Saint-Gobain India Foundation
100 (March 31, 2020 : 100) equity shares of `10/- each fully paid up	0.01	0.01
Investment in Equity Instruments (at cost)
In Joint ventures :
SG Shinagawa Refractories India Private Limited	11,21.09	11,27.74
1,12,70,000 (March 31, 2020 : 1,12,70,000) equity shares of ` 10/- each fully paid up
Investment in Mutual Funds (at Fair Value through Profit and Loss)	6,39.32	17,78.43
	191,96.75	168,80.51
Aggregate amount of quoted investments	74.17	74.17
Aggregate market value of quoted investments	79.62	80.27
Aggregate amount of unquoted investments	191,22.58	168,06.34
6 NON-CURRENT FINANCIAL ASSETS - LOANS
Loans Receivables considered good - Unsecured
Loan to Employees	79.11	1,09.04
Security Deposits	8,96.46	10,66.59
	9,75.57	11,75.63
7 NON-CURRENT - OTHER FINANCIAL ASSETS Unsecured - considered good
Bank Deposits	13.38	12.61
(Deposit with maturity of more than 12 months)
Unsecured and considered doubtful
Advances recoverable in cash or in kind	40.49	40.49
Less: Provision for doubtful advances	(40.49) 13.38	(40.49) 12.61

(All amounts in ` lakhs, unless otherwise stated)

		March 31, 2021	March 31, 2020
8	DEFERRED TAX ASSETS (NET) Deferred tax assets (Net)	2,60.11	3,37.66
	Current tax asset (Net)	21.18 2,81.29	- 3,37.66
9	OTHER NON-CURRENT ASSETS
	Capital advances Advances other than capital advances:	15,78.61	3,76.65
	- Deposits with Government Authorities	99.74	1,18.71
	- Prepaid Expenses	15.52	14.62
	Balances with Government Authorities	2,38.02	3,37.51
		19,31.89	8,47.49
10	CURRENT ASSETS - INVENTORIES
	(The mode of valuation of Inventories has been stated in Note : 1.3 (D))
	Raw Materials	149,36.54	87,24.48
	Raw Materials in Transit	30,03.58	37,29.70
	Work-in-Progress	60,06.63	88,55.03
	Finished Goods *	34,05.13	54,35.94
	Stock in Trade Stores and Spares	35,71.94 13,30.18	20,46.36 15,28.49
	Loose Tools	-	14.38
		322,54.00	303,34.38
	* Includes in transit - `10,35. 87 lakhs (March 31, 2020 -` 7,50.51 lakhs)
11	CURRENT FINANCIAL ASSETS - INVESTMENTS
	Unquoted Investments Investment in Mutual Funds (at Fair Value through Profit and Loss)	521,39.99	413,89.37
		521,39.99	413,89.37
12	CURRENT FINANCIAL ASSETS - TRADE RECEIVABLES
	Unsecured and considered good
	Trade receivables	156,43.53	150,82.41
	Receivables from Related Parties (Refer Note No. 48)*	52,16.22	60,45.40
		208,59.75	211,27.81
	Less: Loss Allowance	(6,75.56)	(6,24.35)
		201,84.19	205,03.46
	*Includes `2,64.48 lakhs (March 31, 2020 -` 8,53.49 lakhs) due from a Private Company in which the Director of the Company is a Director.
13	CURRENT FINANCIAL ASSETS - CASH AND CASH EQUIVALENTS Balances with Banks
	- in Current Accounts	19,28.97	12,38.54
	Cash Balances	0.98	24.63
		19,29.95	12,63.17

(All amounts in ` lakhs, unless otherwise stated)

		March 31, 2021	March 31, 2020
14	CURRENT FINANCIAL ASSETS - BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS Balances with Banks
	- Deposits with maturity of more than 3 months but less than 12 months - Margin Money Deposits (Security for Bank Guarantees and Lien with	108,78.00	-
	Excise Authorities)	3.87	33.87
	- Unpaid Dividend	1,36.51	1,27.54
	- Gratuity Fund	45.22	44.15
		110,63.60	2,05.56
15	CURRENT FINANCIAL ASSETS - LOANS
	Loans Receivables considered good - Unsecured
	Loan to Director	-	214.38
	Loan to Employees	30.86	49.90
	Security Deposits	19.41	45.94
		50.27	310.22

15.1 The Company has not provided any loans and advances in the nature of loans to its Subsidiary during the year (March 31, 2020 - ` Nil) and hence disclosure requirement under regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, is not applicable.

		March 31, 2021	March 31, 2020
16	CURRENT FINANCIAL ASSETS - OTHER FINANCIAL ASSETS
	Derivatives - Foreign-exchange forward contracts	4,22.97	-
	Employee Advances	1,70.37	1,99.22
	Others*	7,83.44	6,49.18
		13,76.78	8,48.40

	*Includes receivable from Related Parties -
	`6,50.06 lakhs (March 31, 2020 -` 6,02.00 lakhs)
17	OTHER CURRENT ASSETS
	Prepaid expenses	1,25.55	1,64.71
	Balances with Government Authorities	19,16.45	15,74.66
	Export benefit receivable	5,78.22	4,97.17
	Advances to Suppliers*	30,47.59	17,97.41
		56,67.81	40,33.95
	*Includes advance to Related Parties - ` 1,50.35 lakhs
	(March 31, 2020 - ` 35.59 lakhs)

18	EQUITY SHARE CAPITAL
	AUTHORISED
	11,20,00,000 (March 31, 2020 : 11,20,00,000) Equity Shares of ` 5/- each	56,00.00	56,00.00
	ISSUED, SUBSCRIBED AND PAID UP
	11,07,20,000 (March 31, 2020 : 11,07,20,000) Equity Shares of ` 5/- each,
	fully paid-up	55,36.00	55,36.00
		55,36.00	55,36.00

(All amounts in ` lakhs, unless otherwise stated)

(a) Sharesofthecompanyheldbysubsidiariesofultimateholdingcompany(CompagniedeSaint-Gobain)areasbelow;

		As at March 31, 2021		As at March 31, 2020
	Number of	% of	Number of	% of
	shares	Holding	shares	Holding
Saint-Gobain Abrasives Inc.	2,96,35,520	26.8%	2,96,35,520	26.8%
Societe de Participations Financieres et Industrielles	2,71,92,480	24.5%	2,71,92,480	24.5%
Saint-Gobain India Private Limited	3,00,000	0.3%	3,00,000	0.3%
	5,71,28,000	51.6%	5,71,28,000	51.6%
(b) Movement in Equity Share Capital
Authorised Share Capital
		Number of		Equity Shares
			shares	Capital par value
As at March 31, 2019		11,20,00,000		56,00.00
Increased during the year			-	-
As at March 31, 2020		11,20,00,000		56,00.00
Increased during the year			-	-
As at March 31, 2021		11,20,00,000		56,00.00
Issued and paid-up share capital		Number of		Equity share
			shares	capital (par value)
As at March 31, 2019		11,07,20,000		55,36.00
Increased during the year			-	-
As at March 31, 2020		11,07,20,000		55,36.00
Increased during the year			-	-
As at March 31, 2021		11,07,20,000		55,36.00

(c) Rights and restrictions attached to the shares

(d) (i) Pursuant to the approval of the Shareholders, through postal ballot and e-voting on July 7, 2016, the Company on July 22, 2016, issued and allotted 5,53,60,000 Ordinary Equity Shares of 5/- each, as fully paid-up Bonus Shares in the proportion of 1 (One) Bonus Share of 5/- each for each Ordinary Equity Share of ` 5/- each held on the Record Date i.e. July 15, 2016. The company has not alloted bonus shares other than noted above during five years immediately preceeding the date of balance sheet
(ii) The Company has not alloted any equity shares pursuant to contract without payment being received in cash nor bought back shares during five years immediately preceeding the date of balance sheet.

(All amounts in ` lakhs, unless otherwise stated)

			March 31, 2021	March 31, 2020
19		OTHER EQUITY
		Reserves and Surplus (Refer Note 19 (a))	1,184,16.56	1,029,94.70
		Other Reserves (Refer Note 19 (b))	125,29.92	102,01.86
			1,309,46.48	1,131,96.56
		19(a) RESERVES AND SURPLUS
		Securities Premium	27,90.82	27,90.82
		General Reserve	402,01.34	402,01.34
		Retained Earnings	754,24.40	600,02.54
			1,184,16.56	1,029,94.70
	i)	SECURITIES PREMIUM
		Opening balance	27,90.82	27,90.82
			27,90.82	27,90.82
	ii)	GENERAL RESERVE
		Opening balance	402,01.34	402,01.34
			402,01.34	402,01.34
	iii)	RETAINED EARNINGS
		Opening balance	600,02.54	500,17.17
		Net profit for the period	237,74.21	183,89.33
		Less: Share of Non-controlling Interest in Current Profit	1,44.05	(1,37.17)
		Items of other comprehensive income recognised directly in
		retained earnings
		Remeasurement of post employment benefit obligation (net of tax)	(1,92.40)	(2,58.06)
		Appropriations
		Dividend	(83,04.00)	(66,43.20)
		[Dividend per share `7.50 /- (Previous Year` 6/-)]
		Dividend Distribution Tax	-	(13,65.53)
			754,24.40	600,02.54

19(b) OTHER RESERVES

	FVOCI Equity Investment Reserve	Stock Compensation Reserve	Revaluation Reserve	Total
As at March 31, 2019	103,68.41	5,42.72	3,35.34	112,46.47
Equity instruments at fair value (net of tax)	(12,06.18)	-	-	(12,06.18)
Share based payments	-	1,61.57	-	1,61.57
As at March 31, 2020	91,62.23	7,04.29	3,35.34	102,01.86
Equity instruments at fair value (net of tax)	21,51.64	-	-	21,51.64
Share based payments	-	1,76.42	-	1,76.42
As at March 31, 2021	113,13.87	8,80.71	3,35.34	125,29.92

(All amounts in ` lakhs, unless otherwise stated)

Nature and purpose of reserves:

(i) Securities Premium

Securities premium is used to record the premium on issue of shares. This is to be utilised in accordance with the provisions of the Companies Act, 2013.

(ii) General Reserve

The general reserve is a free reserve, retained from Company's profits. The reserves can be utilised as per the provisions of the Companies Act, 2013.

(iii) FV OCI - Equity Investments Reserve

(iv) Stock Compensation Reserve

The stock compensation reserve is used to recognize the grant date fair value of options issued under group (Compagnie de Saint-Gobain) share based payment arrangement to certain employees of the company under employee stock option plans.

(v) Revaluation Reserve

Revaluation Reserve was created under the erstwhile Indian GAAP to recognize the gain due to increase in value of certain tangible assets as on June 30, 1988.

		March 31, 2021	March 31, 2020
20	NON-CURRENT FINANCIAL LIABILTIES
	Lease liabilities (Refer Note 45 B)	6,27.76	12,63.87
		6,27.76	12,63.87
21	NON-CURRENT LIABILTIES - PROVISIONS
	Compensated Absence (Refer Note 27.1)	24,19.47	22,97.33
	Gratuity (Refer Note 35.1)	1,71.24	-
		25,90.71	22,97.33
22	DEFERRED TAX LIABILITIES (NET) Deferred Tax Liabilities The balance comprises temporary differences attributable to:
	Depreciation	19,40.06	20,88.58
	Financial assets at FVOCI	13,13.39	7,98.03
	Total Deferred Tax liabilities	32,53.45	28,86.61
	Deferred tax asset The balance comprises temporary differences attributable to:
	Provision for employee benefits	(10,36.29)	(11,41.18)
	Others	(2,85.65)	(2,11.28)
	Total Deferred tax assets	(13,21.94)	(13,52.46)
		19,31.51	15,34.15

(All amounts in ` lakhs, unless otherwise stated)

Movement in deferred tax Liabilities and Asset

	Depreciation	Provision for employee benefits	Financial Assets at FV OCI	Others	Total	Depreciation and Other items in Another Jurisdiction
As at March 31, 2019	32,23.73	(12,51.95)	10,41.85	(2,93.21)	27,20.42	(3,98.89)
Charged/(credited):
- to profit or loss	(11,35.15)	1,10.77	-	81.93	(9,42.45)	61.23
- to other comprehensive income	-	-	(2,43.82)	-	(2,43.82)	-
As at March 31, 2020	20,88.58	(11,41.18)	7,98.03	(2,11.28)	15,34.15	(3,37.66)
Charged/(credited):
- to profit or loss	(1,48.52)	1,04.89		(74.37)	(1,18.00)	77.55
- to other comprehensive income			5,15.36		5,15.36
As at March 31, 2021	19,40.06	(10,36.29)	13,13.39	(2,85.65)	19,31.51	(2,60.11)

		March 31, 2021	March 31, 2020
23	NON-CURRENT LIABILITIES - OTHER NON-CURRENT LIABILITIES
	Deferred Income Liability	69.99	97.21
		69.99	97.21
24	CURRENT FINANCIAL LIABILITIES -LEASE LIABILITIES
	Lease liabilities (Refer Note 45 B)	5,87.08	9,72.26
		5,87.08	9,72.26
25	CURRENT FINANCIAL LIABILITIES - TRADE PAYABLES
	Total outstanding due to Micro Enterprises and Small Enterprises (Refer Note 25.1)	5,46.45	2,22.21
	Total outstanding due to creditors other than Micro Enterprises and
	Small Enterprises	233,95.51	170,06.28
	Total outstanding due to Related Parties (Refer Note 48)	72,36.79	54,00.83
		311,78.75	226,29.32

(All amounts in ` lakhs, unless otherwise stated)

25.1 Due to Micro and Small Enterprises:

			March 31, 2021	March 31, 2020
	a)	the principal amount remaining unpaid to the supplier at the end of each accounting year;	5,46.45	2,22.21
	b)	the interest due thereon and remaining unpaid to the supplier at the end of each accounting year;	8.00	0.49
	c)	the principal amount paid by the buyer during the year to the supplier beyond the appointed day;	4,42.25	3,66.12
	d)	the amount of interest paid by the buyer during the year in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006);	13.10	2.79
	e)	the amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006;	0.25	7.86
	f)	the amount of interest accrued and remaining unpaid at the end of each accounting year; and	8.25	8.35
	g)	the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.	-	-
	h)	Interest paid/payable in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 debited to statement of profit and loss	13.00	8.35
26		CURRENT - OTHER FINANCIAL LIABILITIES
		Trade / Security Deposits	10,30.27	9,98.35
		Unclaimed Dividend *	1,36.51	1,27.54
		Commission due to directors	87.50	3,17.50
		Derivatives- Foreign-exchange forward contracts	-	2,47.36
		Payable for Discounts to Dealers Capital Creditors	23,00.43	13,04.16 3,25.25
		Employee related payables	3,51.87 17,59.00	15,58.26
			56,65.58	48,78.42
		* There is no amount due and outstanding to be credited to the Investor Education and Protection Fund.
27		CURRENT LIABILTIES - PROVISIONS
		Compensated Absence (Refer Note 27.1)	5,39.02	10,47.76
		Gratuity (Refer Note 35.1)	6,31.38	2,41.31
		Others (Refer Note 27.2)	10,92.16	10,83.18
			22,62.56	23,72.25

(All amounts in ` lakhs, unless otherwise stated)

		March 31, 2021	March 31, 2020
27.1	Details of Provision for Compensated Absence
	Opening Balance - Long Term	22,97.33	20,31.52
	Opening Balance - Short Term	10,47.76	7,39.90
	Provision made during the year	3,17.00	8,36.09
	Utilisation during the year	(7,03.60)	(2,62.42)
	Closing Balance - Long Term	24,19.47	22,97.33
	Closing Balance - Short Term	5,39.02	10,47.76
27.2	Details of Other Provisions
	Opening Balance	10,83.18	8,83.08
	Provision made during the year	2,94.02	3,74.42
	Utilisation during the year	(2,85.04)	(1,74.32)
	Closing Balance	10,92.16	10,83.18

The Group has made provisions towards probable liabilities arising out of pending claims/disputes with various authorities. The timing of the outflow with regard to the said matters depends on the exhaustion of remedies available to the Group under the law and hence the Group is not able to reasonably ascertain the timing of the outflow resulting in they being disclosed at their potential undiscounted values.

		March 31 2021	March 31 2020
28	CURRENT TAX LIABILITIES
	Income Tax (Net of advance tax)	6,79.06	5,97.53
		6,79.06	5,97.53
29	OTHER CURRENT LIABILITIES
	Statutory Liabilities	19,40.41	15,83.00
	Deferred Income Liability	27.23	28.33
	Contract Liability-Advance from customer	12,10.49	11,68.29
		31,78.13	27,79.62
30	REVENUE FROM OPERATIONS
	Sale of products (Refer Note 30.1)	1,498,76.33	1,456,56.14
	Service Income (Refer Note 1.3 J(ii))	128,78.29	110,32.75
	Other operating revenue	10,36.94	12,68.05
		1,637,91.56	1,579,56.94
30.1	Sale of products
	Abrasives	922,42.72	910,87.03
	Ceramics & Plastics	534,29.52	496,39.86
	Others	42,04.09	49,29.25
		1,498,76.33	1,456,56.14
	The sales value mentioned above includes sale of trading goods of
	`191,59.05 lakhs (March 31, 2020 -` 146,41.19 lakhs)

(All amounts in ` lakhs, unless otherwise stated)

		March 31 2021	March 31 2020
30.2	Reconciliation of revenue recognised with contract price
	Revenue from contracts with customers at Contract Price	1,648,37.30	1,582,77.63
	Less : Discounts on Sale of Products	20,82.68	15,88.74
		1,627,54.62	1,566,88.89
	Other operating revenue	10,36.94	12,68.05
	Revenue from operations	1,637,91.56	1,579,56.94
31	OTHER INCOME
	Interest income	98.90	71.72
	Dividend Income	17,10.20	-
	Interest Income on defined benefit obligation (net)	-	2.90
	Net gain on financial instruments measured at fair value through profit and loss:
	- Gain on redemption of Mutual Fund	22,93.40	15,96.71
	- Changes in fair value	(8,87.34)	5,70.27
	Interest income from financial assets at amortised cost	1.09	18.15
	Unwinding of discount on security deposits	33.61	46.66
	Net gain on foreign currency transactions	5,67.86	10,00.13
	Other Non-operating income	12,79.16	7,30.98
		50,96.88	40,37.52
32	COST OF MATERIALS CONSUMED
	Opening Stock of
	Raw Materials	87,24.48	124,33.82
	Raw Materials in Transit	37,29.70	28,78.82
		124,54.18	153,12.64
	Add : Purchases	576,84.88	564,45.48
	Less: Closing Stock of
	Raw Materials	(149,36.54)	(87,24.48)
	Raw Materials in Transit	(30,03.58)	(37,29.70)
		(179,40.12)	(124,54.18)
		521,98.94	593,03.94
33	PURCHASE OF STOCK IN TRADE
	Abrasives	111,27.65	73,93.98
	Ceramics & Plastics	42,46.39	34,40.66
	Others	11,55.57	14,02.56
		165,29.61	122,37.20

(All amounts in ` lakhs, unless otherwise stated)

		March 31, 2021	March 31, 2020
34	CHANGES IN INVENTORIES OF WORK-IN-PROGRESS, STOCK-IN -TRADE AND FINISHED GOODS
	Opening stock of
	Finished Goods	54,35.94	64,80.44
	Stock in Trade	20,46.36	23,53.77
	Work-In-Progress	88,55.03	72,58.60
		163,37.33	160,92.81
	Less: Closing stock of
	Finished Goods	34,05.13	54,35.94
	Stock in Trade	35,71.94	20,46.36
	Work-In-Progress	60,06.63	88,55.03
		129,83.70	163,37.33
		33,53.62	(2,44.52)
35	EMPLOYEE BENEFITS EXPENSE
	Salaries, Wages and Bonus	174,75.67	174,27.95
	Share Based Payments	1,76.42	1,61.57
	Contribution to provident and other funds and Gratuity (Refer Note 35.1)	14,92.54	14,67.45
	Staff welfare	16,32.68	14,27.23
		207,77.31	204,84.20
35.1	Disclosure as required under Ind AS 19 - Employee Benefits
	I. Defined Contribution Plans:
	Contribution to Defined Contribution Plans, recognised as expense for the year are as under:
	Employer's Contribution to Provident Fund	8,17.07	7,93.85
	Employer's Contribution to Superannuation Fund	74.75	1,20.65

II. Defined Benefit Plans:

Contribution to Gratuity Fund

(All amounts in ` lakhs, unless otherwise stated)

The following table sets out the funded status of the gratuity plan and the amounts recognised in the Company's financial statements as at March 31, 2021:

		March 31, 2021	March 31, 2020
i)	Change in present value of defined benefit obligation
	Present Value of defined benefit obligation at the beginning of the year	71,30.23	60,33.45
	Interest Cost	4,87.71	4,67.59
	Current service cost	5,29.00	4,71.78
	Liability Transferred in on transfer of employees	80.23	-
	Benefits paid	(12,54.04)	(1,73.12)
	Remeasurements
	Actuarial changes arising from changes in financial assumptions	(9.20)	1,47.09
	Actuarial changes arising from experience assumptions	2,10.63	1,83.44
	Present Value of defined benefit obligation at the end of the year	71,74.56	71,30.23
ii)	Change in fair value of plan assets
	Fair Value of plan assets at the beginning of the year	68,88.92	60,70.88
	Interest Income	4,71.20	4,70.49
	Contributions paid by the employer	2,41.31	5,34.99
	Assets Transferred on transfer of employees	80.23
	Benefits paid from the fund	(12,54.04)	(1,73.12)
	Remeasurements
	Return on plan assets, excluding interest income	(55.68)	(14.32)
	Fair Value of plan assets at the end of the year	63,71.94	68,88.92
	iii) Net asset / (liability) recognised in the Balance Sheet
	Present Value of defined benefit obligation at the end of the year	(71,74.56)	(71,30.23)
	Fair Value of plan assets at the end of the year	63,71.94	68,88.92
	Amount recognised in the balance sheet	(8,02.62)	(2,41.31)
	Net Asset / (Liability) recognised - current	(6,31.38)	(2,41.31)
	Net Asset / (Liability) recognised - non current	(1,71.24)	-
	iv) Expense recognised in the statement of profit and loss for the year
	Current service cost	5,29.00	4,71.78
	Interest cost on defined benefit obligation	16.51	(2.90)
	Total expenses included in statement of profit and loss	5,45.51	4,68.88
v)	Recognised in Other Comprehensive Income for the year
	Actuarial changes arising from changes in financial assumptions	(9.20)	1,47.09
	Actuarial changes arising from experience assumptions	2,10.63	1,83.44
	Actuarial Losses/(Gains) on Obligation for the period	2,01.43	3,30.53
	Return on plan assets, excluding interest income	55.68	14.32
	Recognised in other comprehensive income	2,57.11	3,44.85

(All amounts in ` lakhs, unless otherwise stated)

		March 31, 2021	March 31, 2020
vi)	Actuarial Assumptions
	Expected return on plan assets	6.86%	6.84%
	Rate of Discounting	6.86%	6.84%
	Rate of Salary Increase	9.00%	9.00%
	Rate of Employee Turnover	For service	For service period
		period 4 years and	4 years and below
		below 8.00% p.a. For service period	8.00% p.a. For service period
		5 years and above	5 years and above
		5.00% p.a.	5.00% p.a.
	Mortality Rate During Employment	Indian Assured	Indian Assured
		Lives Mortality	Lives Mortality
		(2006-08)	(2006-08)
	Mortality Rate After Employment	N.A.	N.A.
	vii) Sensitivity Analysis
	Projected Benefit Obligation on Current Assumptions	71,74.56	71,30.23
	Delta Effect of +0.5% Change in Rate of Discounting	(2,22.45)	(1,95.77)
	Delta Effect of -0.5% Change in Rate of Discounting	2,37.47	2,08.82
	Delta Effect of +0.5% Change in Rate of Salary Increase	2,31.56	2,03.59
	Delta Effect of -0.5% Change in Rate of Salary Increase	(2,19.20)	(1,92.87)
	Delta Effect of +0.5% Change in Rate of Employee Turnover	(33.95)	(29.75)
	Delta Effect of -0.5% Change in Rate of Employee Turnover	35.58	31.16
	Methodology Adopted for Asset Liability Management (ALM)	Projected Unit Credit Method	Projected Unit Credit Method

Usefulness and Methodology adopted for Sensitivity analysis

viii) Maturity profile of defined benefit obligation

The weighted average duration of the defined benefit obligation is 8 years (March 31, 2020 - 7 years). The expected maturity analysis of gratuity on undiscounted basis is as follows:

	March 31, 2021	March 31, 2020
Projected Benefits Payable in Future Years From the Date of Reporting,
1st Following Year	9,52.39	15,87.87
2nd Following Year	9,03.54	7,69.50
3rd Following Year	4,11.88	6,46.07
4th Following Year	5,86.74	3,68.93
5th Following Year	6,20.97	5,22.59
Sum of Years 6 To 10	33,43.36	29,26.57
Sum of Years 11 and above	57,98.33	50,42.11

(All amounts in ` lakhs, unless otherwise stated)

ix) Major categories of plan assets are as follows:

March 31, 2021 March 31, 2020 Insurer managed funds 63,71.94 68,88.92

x) Risk exposure:

		March 31, 2021	March 31, 2020
36	FINANCE COSTS
	Interest Expense	1,38.16	1,66.84
	Interest Cost on defined benefit obligation (net)	16.51	-
	Interest Expense on Lease Liabilities	1,87.14	2,80.03
		3,41.81	4,46.87
37	DEPRECIATION AND AMORTISATION EXPENSE
	Depreciation of Property, Plant and Equipment	44,87.10	47,35.46
	Depreciation of Right-of-use assets	8,94.04	10,26.19
	Amortisation of Intangible Assets	54.40	16.68
		54,35.54	57,78.33
38	OTHER EXPENSES
	Consumption of Stores and Spares	32,99.07	35,72.32
	Processing charges	34,79.66	36,91.83
	Power & Fuel (Refer Note 38.3)	67,54.53	83,76.11
	Freight and packing expenses	96,01.67	88,64.78
	Rent /Lease payment	8,04.71	3,86.41
	Repairs & Maintenance
	Building	51.79	57.84
	Machinery	3,62.53	5,29.65
	Others	1,57.67	2,07.61
		5,71.99	7,95.10
	Insurance	1,50.94	1,92.19
	Rates and Taxes	1,91.25	3,35.35
	Travelling & Conveyance	3,56.05	17,50.73
	Commission	4,70.39	4,13.05
	Royalties	29,22.56	28,02.45
	Loss on assets discarded /sold (net)	18.97	9.49
	External Service charges	50,75.94	46,45.10
	Provision for Doubtful Debts & Advances	51.21	(7.42)
	Miscellaneous expenses (Refer Note 38.1 & 38.2)	47,75.71	38,98.02
		385,24.65	397,25.51

(All amounts in ` lakhs, unless otherwise stated)

		March 31, 2021	March 31, 2020
38.1	Miscellaneous expenses include :
	Amounts paid to Auditors :
	(i) Audit Fees	44.85	26.99
	(i) Tax Audit	2.00	2.00
	(iii) Certification	0.75	0.75
	(iv) Reimbursement of expenses	0.55	1.20

38.2 Corporate social responsibility expenditure

(a) As per section 135 of the Companies Act, 2013, the amount required to be spent during the year on CSR is 4,59.61 lakhs (March 31, 2020 - 4,19.58 lakhs).
(b) The Company incurred an expenditure of an amount of 4,89.49 lakhs during the year towards CSR (March 31, 2020 1,12.68 lakhs) for purposes other than construction/acquisition of any assets.
38.3 Pursuant to the judgement received in the month of December 2019 from Honourable Supreme Court of India on batch of appeals, (including where Company is one of respondents), pertaining to the year 2002-03 and onwards, the Company, considering the legal advice, has estimated and provided ` 9.40 lakhs towards additional power cost during the previous year.

		March 31, 2021	March 31, 2020
39	TAX EXPENSE
	(a) Income Tax Expense
	Current tax
	Current tax on profits for the year	79,86.55	67,55.56
	Total current tax expense	79,86.55	67,55.56
	Deferred tax
	Decrease / (increase) in deferred tax assets	1,08.07	2,53.93
	(Decrease) / increase in deferred tax liabilities	(1,48.52)	(11,35.15)
	Total deferred tax expense/(benefit)	(40.45)	(8,81.22)
	Income tax expense	79,46.10	58,74.34
	(b) Reconciliation of tax expense and the accounting profit multiplied by India's tax rate:
	Profit before income tax expense	317,20.31	242,63.67
	Tax at the Indian tax rate of 25.17 % (2019-2020 – 25.17%)	79,84.00	61,07.17
	Impact of change in tax rate	-	(409.13)
	Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
	Corporate social responsibility expenditure	1,20.62	17.50
	Interest income from interest free bond exempt under section 10(34) of Income Tax Act	(1.53)	(1.53)
	Other items	22.52	40.66
	Deduction under section 80M of Income Tax Act on Dividend income	(4,30.41)	-
	Difference in overseas tax rates	2,50.90	1,19.67
	Income tax expense	79,46.10	58,74.34

(All amounts in ` lakhs, unless otherwise stated)

		March 31, 2021	March 31, 2020
40	EARNINGS PER SHARE
	(a) Basic earnings per share
	Basic earnings per share attributable to the equity shares holders of the Company (`)	21.60	16.48
	(b) Diluted earnings per share
	Diluted earnings per share attributable to the equity shares holders of the Company (`)	21.60	16.48
	(c) Reconciliations of earnings used in calculating earnings per share
	Basic earnings per share (`)	21.60	16.48
	Profit attributable to equity holders of the company used in calculating basic earnings per share	239,18.26	182,52.16
	Diluted earnings per share (`)	21.60	16.48
	Profit attributable to equity holders of the company used in calculating diluted earnings per share	239,18.26	182,52.16
	(d) Weighted average number of equity shares used as the denominator in calculating Basic earnings per share	11,07,20,000	11,07,20,000
	Adjustments for calculation of diluted earnings per share:	-	-
W	eighted average number of equity shares used as the denominator in calculating diluted earnings per share	11,07,20,000	11,07,20,000

-AIR VALUE MEASUREMENI	Financial instruments by categor

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Financial assets and liabilities measured at fair value - recurring fair value measurements

(All amounts in ` lakhs, unless otherwise stated)

March 31, 2021 As at	Notes	Level 1	Level 2	Level 3	Total
Financial assets
Financial Investments at FVTPL:
Mutual Funds	5, 11	527,79.31	-	-	527,79.31
Financial Investments at FVOCI:
Unquoted Equity Investments	5	-	-	173,62.17	-
Derivatives not designated as hedges:
Foreign-Exchange Forward Contracts	16	-	4,22.97	-	-
Total Financial Assets		527,79.31	4,22.97	173,62.17	527,79.31
Total Financial Liabilities		-	-	-	-

Assets and Liabilities which are measured at amortised cost for which fair values are disclosed

March 31, 2021 As at	Notes	Level 1	Level 2	Level 3	Total
Financial Assets
Investments
Government securities	5	79.62	-	-	79.62
Loans
Loans to employees	6, 15	-	-	1,09.15	1,09.15
Security deposits	6, 15	-	-	8,35.56	8,35.56
Total Financial Assets		79.62	-	9,44,71	10,24.33
Total Financial Liabilities		-	-	-	-

Financial assets and liabilities measured at fair value - recurring fair value measurements

March 31, 2020 As at	Notes	Level 1	Level 2	Level 3	Total
Financial assets
Financial Investments at FVTPL:
Mutual Funds	5, 11	431,67.80	-	-	431,67.80
Financial Investments at FVOCI:
Unquoted Equity Investments	5	-	-	139,00.17	139,00.17
Total Financial Assets		431,67.80	-	139,00.17	570,67.97
Derivatives not designated as hedges:
Foreign-Exchange Forward Contracts	26	-	2,47.36	-	2,47.36
Total Financial Liabilities		-	2,47.36	-	2,47.36

required to fair value an instrument are observable, the instrument is included in level 2.

There are no transfers between levels 1 and 2 during the year.

The Group's policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

the use of quoted market prices or dealer quotes for similar instruments
the fair value of forward foreign exchange contracts is determined using forward exchange rate at the balance sheet date
the fair value of employee stock option plans are determined using Black and Scholes valuation model
the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

All of the resulting fair value estimates are included in level 1 or 2 except for unlisted equity securities where the fair values have been determined based on present values and the discount rates used were adjusted for counter party or own credit risk.

(All amounts in ` lakhs, unless otherwise stated)

(iii) Fair value measurements using significant unobservable inputs (level 3)

The following table represents the changes in level 3 items for the period ended March 31, 2021 & March 31, 2020.

Unquoted Equity Shares

As on March 31, 2019	15,350.17
Acquisitions	-
Loss recognised in other comprehensive income	(1,450.00)
As on March 31, 2020	13,900.17
Acquisitions	795.00
Gain recognised in other comprehensive income	2,667.00
As on March 31, 2021	17,362.17

(iv) Valuation inputs and relationships to fair value

Particulars	Fair value as at		Significant Unobservable Inputs		Probable - weighted range	Sensitivity
	March 31, 2021	March 31, 2020		March 31, 2021	March 31, 2020
Unquoted equity shares:			Long term growth rate for cash flows for subsequent years	4% - 6% (5%)	4% - 6% (5%)	1% Increase in the long-term growth rate would result in increase in stake value to `158,04.00 lakhs<br>(March 31, 2020` 142,06.00 lakhs). 1% Decrease in the long-term growth rate would result in decrease in stake value to ` 134,57.00 lakhs (March 31, 2020 124,20.00 lakhs).
Saint-Gobain India Pvt. Ltd. (SGIPL)	144,98.00	132,23.00	Weighted Average Cost of Capital (WACC)	12.8% - 14.8% (13.8%)	13.9% - 15.9% (14.9%)	1% Increase in the WACC would result in decrease in stake value to `131,21.00 lakhs (March 31, 2020<br>` 120,83.00 lakhs). 1% Decrease in the WACC would result in Increase in stake value to `162,32.00lakhs (March 31, 2020<br>` 146,24.00 lakhs).

Particulars		Fair value as at	Significant Unobservable Inputs	Probable - weighted range		Sensitivity
	March 31, 2021	March 31, 2020		March 31, 2021	March 31, 2020
Unquoted equity shares : Andhra Pradesh Gas Power Corporation Ltd. (APGPCL)	28,62.00		6,75.00 Discount Rate	12.7% - 14.7% (13.7%)	12.3% - 14.3% (13.3%)	1% Increase in the discount rate would result in decrease in stake value to `28,06.00 lakhs<br>(March 31, 2020` 6,66.00 lakhs). 1% Decrease in the discount rate would result in Increase in stake value to `29,19.00 lakhs<br>(March 31, 2020` 6,84.00 lakhs).

(All amounts in ` lakhs, unless otherwise stated)

(v) Valuation processes

The Group has outsourced the valuation process of unquoted equity instruments for financial reporting purposes.

The main level 3 inputs for unlisted equity securities used by the Group are derived and evaluated as follows:

Growth rate is estimated based on overall economic growth expected, our understanding of the industry and expected long-term inflation.

(vi) Fair value of financial assets and liabilities measured at amortised cost

	March 31, 2021		March 31, 2020
	Carrying amount	Fair value	Carrying amount	Fair value
Financial assets
Investments
Government securities	74.17	79.62	74.17	80.27
Loans
Loans to employees	1,09.97	1,09.15	1,58.94	1,38.87
Loan to directors	-	-	2,14.38	2,15.63
Security deposits	9,15.87	8,35.56	11,12.53	10,50.33
Total financial assets	11,00.01	10,24.33	15,60.02	14,85.10

The carrying amounts of trade receivables, electricity deposit, employee advances, cash and cash equivalents and other short term receivables, trade payables, unclaimed dividend, borrowings, capital creditors and other current financial liabilities are considered to be the same as their fair values, due to their short-term nature.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

42 Financial risk management

The Group's activities expose it to market risk, liquidity risk and credit risk.

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk.

The Group's risk management is carried out by a central Treasury department under policies approved by the Board of Directors. The Treasury department identifies, evaluates and hedges financial risks in close co-operation with the Group's operating units. The Board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

(All amounts in ` lakhs, unless otherwise stated)

(A) Credit risk

Credit risk on cash and cash equivalents and investment is limited as Group generally invests in deposits with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in liquid mutual fund units.

(i) Credit risk management

The Group assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost. For trade receivables, the Group applies the simplified approach permitted by Ind AS 109 Financial Instrument, which requires expected lifetime losses to be recognised from initial recognition of the receivables. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit losses, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment and including forward looking information.The Group do not believe there are any particular customer or group of customers that would subject us to any significant credit risks in the collection of our Trade receivable.

The Group has evaluated percentage of allowance for doubtful debts with our trade receivables over the years:

Particulars	March 31, 2021	March 31, 2020
Trade Receivables	208,59.75	211,27.81
Loss Allowance	6,75.56	6,24.35
Percentage	3.24%	2.96%

(ii) Reconciliation of Allowance – Trade receivables

Loss allowance on March 31, 2020	6,24.35
Changes in allowance	51.21
Loss allowance on March 31, 2021	6,75.56

(B) Liquidity risk

Liquidity risk is the risk that the Group may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The group ensures sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the dynamic nature of the underlying businesses, the Treasury maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors rolling forecasts of the Group's liquidity position (comprising the undrawn borrowing facilities below), cash and cash equivalents and investments on the basis of expected cash flows.

(i) Financing arrangements

The Group had access to the following undrawn borrowing facilities at the end of the reporting period:

Particulars	March 31, 2021	March 31, 2020
Floating rate
- Expiring beyond one year (bank loans and overdrafts)	73,56.87	72,40.91

Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time.

(All amounts in ` lakhs, unless otherwise stated)

(ii) Maturities of financial liabilities

The tables below analyse the Group's financial liabilities into relevant maturity groupings based on their contractual maturities.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

Contractual maturities of financial liabilities:

	Less than 1 year	Between 1 and 2 years	Between 2 and 5 years	Total
March 31, 2021
Non-derivatives
Lease liabilities	6,90.54	3,59.20	3,54.02	14,03.76
Trade payables	311,78.75	-	-	311,78.75
Other financial liabilities	56,65.58	-	-	56,65.58
Total non-derivative liabilities	375,34.87	3,59.20	3,54.02	382,48.09
March 31, 2020
Non-derivatives
Lease liabilities	11,72.76	7,34.15	7,26.14	26,33.06
Trade payables	226,29.32	-	-	226,29.32
Other financial liabilities	48,78.42	-	-	48,78.42
Total non-derivative liabilities	286,80.50	7,34.15	7,26.14	301,40.80

(C) Market risk

(i) Foreign currency risk

Currency risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group operates internationally and is exposed to foreign exchange risk arising from foreign currency sales and purchases, primarily with respect to EUR and USD. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Group's functional currency (` ) The risk is measured through a forecast of highly probable foreign currency cash flows.

The risk is measured through a forecast of foreign currency sales and purchases for the Group's operations. The Group uses foreign exchange forward contracts to manage its exposure in foreign currency risk. Entire foreign currency receivables and payables have been hedged.

The Group's exposure to foreign currency risk at the end of the reporting period expressed in `, are as follows:

	Currency	March 31, 2021	March 31, 2020
Trade Receivables	USD	36,84.62	28,37.84
	EUR	23,83.18	48,74.91
	Others	59.96	12.01

	Currency	March 31, 2021	March 31, 2020
Trade Payable	USD	18,70.92	26,95.33
	EUR	18,09.13	15,44.00

CNY 8,33.18 7,24.37 Others 1,37.74 2,38.40

(All amounts in ` lakhs, unless otherwise stated)

The details of forward contracts outstanding at the year ended expressed in `, are as follows;

	Currency	March 31, 2021	March 31, 2020
Forward Contracts (Sell)	USD	59,38.26	99,14.46
	EUR	120,85.45	108,76.97
	Others	1,08.67	31.68

	Currency	March 31, 2021	March 31, 2020
Forward Contracts (Buy)	USD	55,34.85	28,28.58
	EUR	41,39.92	26,83.99
	CNY	49,27.26	11,30.30
	Others	5,28.42	2,66.11

43 Capital management

(a) Risk management

The Group's objectives when managing capital are to

safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
maintain an optimal capital structure to reduce the cost of capital.

Currently, there are no borrowings and operations are being funded through internal accruals.

(b) Dividends

		March 31, 2021	March 31, 2020
(i)	Dividend paid during the year
	Dividend paid during the year ` 7.50/- per fully paid up share (March 31, 2020 -
	` 6/- per fully paid up share)	83,04.00	66,43.20

(ii) Dividends not recognised at the end of the reporting period

(All amounts in ` lakhs, unless otherwise stated)

			March 31, 2021	March 31, 2020
44		CONTINGENT LIABILITIES
		Contingent Liabilities
	(a)	Excise, Service Tax & Custom Duty demands pending with the
		appropriate authorities and disputed by the Parent Company	6,48.98	4,82.60
	(b)	Sales Tax demands pending with the authorities and disputed by the
		Parent Company	80.56	80.56
	(c)	Claims against the Parent Company under the Labour Laws disputed
		by the Parent Company	3,04.27	4,47.40
	(d)	Guarantees given by Banks, as counter guaranteed by the Company	5,06.20	6,16.36
	(e)	Non-Agricultural Land Cess	37.79	37.79
	(f)	Other Claims against the Parent Company not acknowledged as debts	1,21.81	1,21.81
		(g) Demand raised by A.P Transco on surplus units allocated, disputed by the Parent Company & subjudice in High Court (Net)	10,73.04	10,71.41
	(h)	Demand raised by A.P Transco for fuel surcharge adjustment for Financial years 2008-09 & 2009-10 disputed by the Parent Company
		& subjudice in Honourable Supreme Court	2,64.00	2,64.00
	(i)	Income tax liability on account of disputed disallowances	88.32	88.32
	(j)	Good and Service Tax liability for Credit of duty paid on goods and services received prior to July 1, 2017	8.09	8.09
		45 A COMMITMENTS
		Capital Commitments
		Capital expenditure contracted for at the end of the reporting period but not
		recognised as liabilities is as follows:
		Property, Plant and Equipment	18,56.43	9,28.70

45 B Disclosures as required under Ind AS 116

(a)	Amounts recognised in balance sheet	March 31, 2021	March 31, 2020
	Right-of-use asset (Refer Note 3A)	12,07.92	22,65.69
	Opening Lease Liabilities	22,36.13	31,21.58
	Interest cost accrued during the year	1,87.14	2,80.03
	Payment of lease liabilities	(10,44.69)	(11,65.48)
	Reversal/Adjustment of lease liabilities	1,63.74	-
	Closing Lease Liabilities	12,14.84	22,36.13
	Current Lease Liabilities	5,87.08	9,72.26
	Non-current Lease Liabilities	6,27.76	12,63.87
	Total Lease Liabilities	12,14.84	22,36.13
(b)	Amount recognized in the Statement of Profit and Loss	March 31, 2021	March 31, 2020
	Depreciation for the year	8,94.04	10,26.19
	Interest cost accrued during the year	1,87.14	2,80.03
	Expenses related to short term leases	8,04.71	3,86.41
	Total	18,85.89	16,92.63
(c)	Total Cash outflows from leases during the year	18,49.40	15,51.89

(All amounts in ` lakhs, unless otherwise stated)

46 Segment information

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM).

The CODM, being the Managing Director assesses the financial performance and position of the Company and makes strategic decisions.

(a) Description of segments and principal activities

The Group is organised into the following business segments, namely :

(a) Abrasives
(b) Ceramics & Plastics
(c) IT Services
(d) Others

Segments have been identified and reported taking into account the nature of products and services, the differing risks and returns, the organisation structure, and the internal financial reporting systems.

	March 31, 2021	March 31, 2020
(b) Segments results
(a) Abrasives	111,97.12	106,66.79
(b) Ceramics & Plastics	129,77.08	79,24.24
(c) IT Services	36,65.94	21,41.00
(d) Others	8,89.85	16,09.28
Total segment result Reconciliation of Segment results to Profit before Income Tax is as follows:	287,29.99	223,41.31
Total segment result	287,29.99	223,41.31
Finance costs	(3,41.81)	(4,46.87)
Interest income from investments	1,33.60	1,36.51
Unallocated other Income	31,98.53	22,32.72
Profit before income tax	317,20.31	242,63.67

(c) Segment revenue

Sales between segments are carried out at arm's length and are eliminated on consolidation. The segment revenue is measured in the same way as in the statement of profit and loss.

	March 31, 2021			March 31, 2020
	Total	Inter	Revenue	Total	Inter	Revenue
	segment	segment	from external	segment	segment	from external
	revenue	revenue	customers	revenue	revenue	customers
(a) Abrasives	932,83.40	-	932,83.40	924,34.43	-	924,34.43
(b) Ceramics & Plastics	551,03.33	12,31.96	538,71.37	520,94.52	17,77.08	503,17.44
(c) IT Services	126,07.49	-	126,07.49	105,97.98	-	105,97.98
(d) Others	40,29.30	-	40,29.30	46,07.09	-	46,07.09
Total segment revenue	1,650,23.52	12,31.96	1,637,91.56	1,597,34.02	17,77.08	1,579,56.94

There is no single customer or a group with more than 10% share in revenue..

(d) Segment assets

Segment assets are measured in the same way as in the financial statements. These assets are allocated based on the operations of the segment and the physical location of the asset.

(All amounts in ` lakhs, unless otherwise stated)

	March 31, 2021	March 31, 2020
(a) Abrasives	578,33.87	490,04.05
(b) Ceramics & Plastics	338,38.53	322,41.40
(c) IT Services	45,32.09	84,81.30
(d) Others	14,37.27	46,19.70
Total segment assets	976,41.76	943,46.45
Unallocated:
Investment and bank balances	843,30.29	597,38.61
Others	44,94.98	54,26.93
Total assets as per the balance sheet	1,864,67.03	1,595,11.99

Investments held by the Group are not considered to be segment assets, but are managed by the treasury function.

(e) Segment liabilities

Segment liabilities are measured in the same way as in the financial statements. These liabilities are allocated based on the operations of the segment.

	March 31, 2021	March 31, 2020
(a) Abrasives	241,21.43	169,40.47
(b) Ceramics & Plastics	121,87.46	103,62.08
(c) IT Services	16,68.71	15,17.46
(d) Others	7,23.89	32,97.29
Total segment liabilities	387,01.49	321,17.30
Unallocated:
Deferred tax liabilities	19,31.51	15,34.15
Current tax liabilities	6,79.06	5,97.53
Lease Liabilities	12,14.84	22,36.13
Others	62,44.23	29,36.85
Total liabilities as per the balance sheet	487,71.13	394,21.96

(f) Information about Geographical Segments

(i) The Distribution of the Group 's sales by geographical market is as under:

March 31, 2021	March 31, 2020
1,322,79.16	1,270,69.74
315,12.40	367,20.90
1,637,91.56	1,579,56.94

(ii) Total of non-current asset other than financial insturments, investment and deferred tax assets, broken down by location of the asset, is shown below:

Non-Current Asset	March 31, 2021	March 31, 2020
India	391,18.11	397,66.80
Outside India	22,15.34	24,50.27
	413,33.45	422,17.07

(All amounts in ` lakhs, unless otherwise stated)

47 Share based payments

(a) Performance Share Plan

Certain employees of the Parent Company in India are allotted Performance shares of the Ultimate Holding Company. These plans are subject to eligibility criteria based on the employee's period of service (service conditions) with the Group as well as performance criteria (performance conditions). The Ultimate Holding Company does not charge any cost for this benefit, the cost of this benefit has been arrived at using Black and Scholes method.

Summary of Share options granted under plan:

	March 31, 2021	March 31, 2020
	Number of options	Number of options
Opening balance	38,580	37,940
Granted during the year	5,950	8,400
Exercised during the year	(6,018)	(4,773)
Forfeited during the year	(4,142)	(2,987)
	34,370	38,580

(b) Expense arising from share based payment transaction

	March 31, 2021	March 31, 2020
Performance Share Plan	176.42	161.57
	176.42	161.57

(All amounts in ` lakhs, unless otherwise stated)

48 RELATED PARTY TRANSACTIONS (As per Ind AS 24 Related Party Disclosures)

1 Relationships:

(i) HOLDING COMPANY :

Compagnie De Saint-Gobain, France

(ii) FELLOW SUBSIDIARIES:

Certainteed Corporation, USA Saint Gobain America, S.A. De C.V., Mexico Lapeyre, France Saint-Gobain Colombia SAS, Colombia Pt. Saint-Gobain Abrasives Diamas, Indonesia Saint-Gobain Diamantwerkzeuge Gmbh, Germany Saint-Gobain Performance Plastics Corporation, USA Saint-Gobain Distribution Bâtiment France S.A.S., France Saint-Gobain Ceramics & Plastics, Inc, USA Saint-Gobain Distribution Denmark, Denmark Saint-Gobain Abrasives BV, Netherlands Saint-Gobain Glass Egypte S.A.E., Egypt Saint-Gobain Abrasives Gmbh, Germany Saint-Gobain HPM Polska sp.z o.o, Poland Saint-Gobain Achats, France Saint-Gobain Industrial Ceramics Pty Ltd, Australia Saint-Gobain Adfors, France SG Industrial Ceramics Ltd, UK Saint-Gobain Building Distribution-UK Saint-Gobain Industriekeramik Rodental Gmbh, Germany SG Ceramic Materials AS, Norway Saint-Gobain K.K., Japan Saint-Gobain Corporation, France Saint-Gobain Materiales Ceramicos,Venezuela Saint-Gobain Dsi Groupe, France Saint-Gobain Materiaux Ceramiques, France Saint-Gobain Glass, France Saint-Gobain Nordic A/S, Denmark Saint-Gobain India Private Limited, India Saint-Gobain Pipes, France Saint-Gobain Solar Gard, LLC, USA Saint-Gobain Sekurit India Ltd, India Saint-Gobain Norpro, USA Saint-Gobain Sekurit (Thailand) Co Lt, Thailand Saint-Gobain International Digital-It Services, France H.K.O. Isolier-Und Textiltechnik Gmbh, Germany Saint-Gobain Glass Deutschland Gmbh, Germay Saint-Gobain Proppants (Guanghan) Co., Ltd

Saint-Gobain Abrasifs S.A. (Maroc), Morocco Saint-Gobain Vietnam Ltd.,Vietnam Saint-Gobain Abrasifs, France Savoie Refractaires, France Saint-Gobain Abrasives (Thailand) Ltd.,Thailand Saint-Gobain Distribuição Brasil Ltda, Brazil Saint-Gobain Abrasives Ltd, UK Saint-Gobain Info Sys Gmbh, Germany Saint-Gobain Abrasives Limited, England Saint-Gobain Isover, France

Saint-Gobain Services Construction Products Gmbh, Germany Saint-Gobain Building Distribution Deutschland Gmbh, Germany L.M.Van Moppes Diamond Tools India Pvt. Ltd., India Saint-Gobain Ceramic Materials (Zhengzhou) Co. Ltd, China Saint-Gobain Abrasives (Suzhou) Co., Ltd, China Saint-Gobain Do Brasil Produtos Industriais E Para Construção Ltda, Brazil Saint-Gobain Innovative Materials Belgium, Belgium Saint-Gobain Performance Plastics (Shanghai) Co Ltd, China Saint-Gobain (sea) Pte. Ltd., Philippines Saint-Gobain Inovatif Malzemeler Ve Asindirici Sanayi Ticaret Anonim Sirketi, Turkey Saint-Gobain Abrasifs, UAE Saint-Gobain Technical Fabrics, S.A. De, Mexico Saint-Gobain Abrasives Limited, New Zealand Societe Europeenne Des Produits Refractaires - S.E.P.R., France Saint-Gobain Abrasives (Pty.) Ltd., South Africa Saint-Gobain Consulting Information and Organisation, France

(All amounts in ` lakhs, unless otherwise stated)

ST-Gobain Abrasives Pty. Ltd., Australia Saint-Gobain Materiaux Ceramiques, Belgium Saint-Gobain Abrasives S.A., Luxembourg Saint-Gobain Performance Plastics Corby, UK Saint-Gobain Abrasives (Shanghai) Co Ltd, China Saint-Gobain Performance Plastics Korea Co Ltd, Korea Saint-Gobain Abrasives, Inc., USA Saint-Gobain Performance Plastics Pampus Gmbh, Germany Saint-Gobain Abrasivi SPA, Italy Saint-Gobain Performance Plastics Ireland, Ireland Saint-Gobain Abrasivos LDA. - (Portugal), Portugal Saint-Gobain Performance Plastics Rencol Limited, UK Saint-Gobain Abrasivos S.A.(ESPAÑA), Spain Saint-Gobain Technology Services, France Saint-Gobain Advanced Ceramics(Shanghai) Co Ltd, China Thai Gypsum Products PCI, Thailand Saint-Gobain Adfors Cz S.R.O., Czech Republic Saint-Gobain Abrasivos Limitada, Chile Saint-Gobain Solar Gard Australia Pty. Ltd. Saint-Gobain Distribution The Netherlands BV, Netherlands Saint-Gobain Advanced Materials (Taiwan) Co Ltd Saint-Gobain Adfors America, Inc, USA Saint-Gobain Rigips Alci Sanayi Ve Ticaret Anonim Sirketi, Turkey Saint-Gobain Adfors Austria Gmbh, Austria Sanitas Troesch Ag, Switzerland Toyoda Van Moppes Ltd Saint-Gobain Performance Plastics Mg Silikon Gmbh, Germany Saint-Gobain Performance Plastics L+S Gmbh, Germany Compania Industrial El Volcan S.A Saint Gobain Distribución Construcción, S.L. Xuancheng Huiken Import and Export Co. Ltd Hangzhou Join Leader New Materials Co, Ltd Joinleader (Hk) New Materials Co.Limited Brodrene Dahl As Norway Saint-Gobain Construction Products South Africa (Pty) Ltd Saint-Gobain Performance Plastics España S.A. Saint-Gobain Glass Qingdao Co., Ltd. Industrias Del Cuarzo S.A. Saint-Gobain Gyproc Middle East FZE Societe Europeenne Des Produits Refractaires - S.E.P.R. Saint-Gobain Hycomp LLC Saint-Gobain Ceramics INC Saint-Gobain Performance Plastics Tygaflor Ltd Saint Gobain PCR Saint-Gobain Placo Saint Gobain Abrasives, Dubai Saint-Gobain Performance Plastics France Saint Gobain Abrasives, Reynosa Saint-Gobain Niagra Falls, USA Saint-Gobain Abrasives INC Saint-Gobain Construction Products Rus LLC Saint-Gobain Semiconductor Components Saint-Gobain Glass UK Limited Saint-Gobain Adfors España S.A Saint-Gobain Distribucion Construccion S.L.

(iii) OTHER RELATED PARTIES :

Grindwell Norton Employees Gratuity Trust Grindwell Norton Employees Superannuation Trust Saint Gobain India Foundation

Saint-Gobain Gyproc Emirates Industries LLC, UAE Saint-Gobain Centre De Recherche Et D'Etudes Europeen, France

(All amounts in ` lakhs, unless otherwise stated)

(iv) JOINT VENTURE:

SG Shinagawa Refractories India Private Limited

(v) KEY MANAGEMENT PERSONNEL

Mr. Keki Elavia, Independent Director

Dr. Archana Hingorani, Independent Director

Mr. Anand Mahajan, Non-Executive Director (Retired as the Managing Director of the Company w.e.f. April 1, 2020 and appointed as Non-Executive Director w.e.f. May 20, 2020)
Mr. Subodh Nadkarni, Independent Director
Mr. Mikhil Narang, Non-Executive Director (upto May 20, 2020)
Mr. Krishna Prasad, Alternate Director
Mr. B. Santhanam, Managing Director (w.e.f. April 1, 2020)

(vi) (a) Parent entities

The Group is controlled by following entity:

Name of entity	Type	Place of business	Ownership interest held by the Gross
			March 31, 2021	March 31, 2020
Compagnie de Saint-Gobain Ultimate	Holding Co*	Tour Saint-Gobain - 12 place de l'Iris, 92096 La Défense Cedex, France	51.6%	51.6%
* The Ultimate Holding Company ("Saint-Gobain") holds shares in the Company through the following subsidiaries
Saint-Gobain Abrasives Inc	Fellow Subsidiary	1 New Bond Street, P.O Box 15008 Worcester MA 01615 USA	26.8%	26.8%
Societe de Participations Financieres et Industrielles	Fellow Subsidiary	Tour Saint-Gobain - 12 place de l'Iris, 92096 La Défense Cedex, France	24.5%	24.5%
Saint-Gobain India Pvt Ltd	Fellow Subsidiary	Sigapi Aachi Building, Floor No 7, 18/3 Rikmini Lakmipathy Road, Egmore Chennai TN India 600008	0.3%	0.3%

(b) (i) Key Management Personnel Compensation

	March 31, 2021	March 31, 2020
Short-term employee benefits^	4,05.21	4,50.62
Post-employment benefits*	22.27	98.38
Sitting Fees	21.30	16.90
Commission	87.50	3,17.50

* Includes estimated amount of gratuity considering amount funded with LIC and does not include provision for leave encashment as separate actuarial valuation is not available.

^ It includes the remuneration of Mr. B. Santhanam, Managing Director, effective from April 1, 2020 and Mr. Krishna Prasad, Executive, Alternate Director effective from May 20, 2020.

(All amounts in ` lakhs, unless otherwise stated)

(c) Transactions with related parties

The following transactions/balances were carried out with the related parties in the ordinary course of business alonwith year-end balances :

Sr.	Particulars	Holding Company			Fellow Subsidiaries		Other Related Parties	Joint Venture
No.		March 31,	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,
		2021	2020	2021	2020	2021	2020	2021	2020
1	Sales	-	-	110,85.07	77,93.08	-	-	-	-
2	Agency Commission received	-	-	2,04.15	58.43	-	-	-	-
3	Service Income	2,96.66	3,28.83	125,28.49	108,18.12	-	-	45.00	-
4	Other Income	-	-	10,04.89	4,33.37	-	-	-	-
5	Dividend Income	-	-	17,10.04	-	-	-	-	-
6	Expenses incurred on behalf of group companies
		14.29	23.16	28,15.89	47,79.92	-	-	48.16	28.08
7	Expenses charged by other companies	87.21	52.70	29,55.11	24,33.28	-	-	-	-
8	Purchase of Goods	-	-	160,13.26	171,97.97	-	-	-	-
9	Royalty Paid	-	-	29,22.56	28,02.45	-	-	-	-
10	Dividend Paid	-	-	42,84.60	34,27.68	-	-	-	-
11	Donation Paid	-	-	4,76.39	1,12.68	-	-	-	-
12	Contribution to Post employment benefit plans	-	-	-	-	3,16.06	6,55.64	-	-
13	Investment in Joint Venture	-	-	-	-	-	-	-	11,27.00
14	Trade Receivables*	37.55	2,06.14	51,78.67	58,39.25	-	-	28.14	-
15	Other Receivables*	0.91	0.92	6,49.15	6,01.08	-	-	3.18	-
16	Advances to Suppliers*	0.66	-	1,49.69	35.59	-	-	-	-
17	Trade Payables*	-	-	(72,36.79)	(54,00.83)	-	-	-	-
18	Advance from Customers*	-	-	(3,19.31)	-	-	-	(5.15)	-

* Closing Balance

There is no allowance account for impaired receivables in relation to any outstanding balances, and no expense has been recognised in respect of impaired receivables due from related parties.

(d) Loans to/from related parties

Particulars	March 31, 2021	March 31, 2020
Loans to key management personnel (at amortised cost)
Beginning of the year	214.38	269.98
Loan repayments received	(214.38)	(55.60)
Interest charged	-	4.40
Interest received	-	(4.40)
End of the year	-	214.38

(e) Rent paid to key management personnel 2.76 lakhs (March 31, 2020 - 2.76 lakhs).

(All amounts in ` lakhs, unless otherwise stated)

(f) Terms and conditions

(i) Transactions relating to dividends were on the same terms and conditions that applied to other shareholders.
(ii) The terms and conditions of the loans to Key Managerial Personnel are as per the policy of the Parent Company.
(iii) All other transactions were made on normal commercial terms and conditions and at market rates. The average interest rate on the other loans during the year was 10% (March 31, 2020 – 10%).
(iv) All outstanding balances are unsecured and are repayable in cash.
(g) Related parties with whom significant transactions were undertaken and included in figures reported in Note No. 48 (v) (c) is as under

Sr. No.	Nature of Transactions	Name of the companies	March 31, 2021	March 31, 2020
1	Sale of Goods	Saint-Gobain Performance Plastics Corporation	32,18.93	5,34.65
2	Service Income	Saint-Gobain International Digital-It Services	55,97.91	9,62.21
		Saint-Gobain Consulting Information and Organisation, France	-	23,37.24
		Saint-Gobain Isover, France	-	11,05.00
		Saint Gobain Dsi Groupe, France	29,85.62	29,78.59
3	Purchase of Goods	Saint-Gobain Performance Plastics Corporation	26,16.76	30,23.66
4	Royalty Paid	Saint-Gobain Abrasives Inc., USA	21,19.01	20,85.24
5	Expenses incurred on behalf of group companies	Saint-Gobain India Private Limited, India	25,66.00	41,14.43
6	Dividend Paid	Saint-Gobain Abrasives Inc., USA	22,22.66	17,78.13
		Societe de Participations Financieres et lndustrielles	20,39.44	16,31.55

49 The number of new cases of Covid which had reached its lowest level in the first week of February 2021 has reared up dramatically in March. The Company is taking necessary actions to secure the health and safety of its employees and extended ecosystem. Different forms of restrictions have been imposed by various state governments and local bodies to control this strong second wave of the pandemic but these restrictions are not as severe as the lockdown during first wave. The Company's operations are currently running at near normal levels. However, the Company will continue to monitor changes to the future economic conditions for any material impact as the situation evolves.
50 The code of Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment received Presidential assent in September 2020. However, its effective date is yet to be notified. The Company will assess and record the impact of the Code, once it is effective.

(All amounts in ` lakhs, unless otherwise stated)

51 Interest in other entities

(a) Subsidiary

The details of Company's Subsidiary as at March 31, 2021 is set out below. Unless otherwise stated, they have share capital consisting solely of equity shares that are held directly by the Company, and the proportion of ownership interests held equals the voting rights held by the Company. The country of incorporation or registration is also the principal place of business.

Name of the Entity	Place of Business / Country of		Ownership interest held by the Company		Ownership interest held by the Non Controlling Interests	Principal Activities
	Incorporation	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020
Saint-Gobain Ceramic Materials Bhutan Pvt Ltd.	Bhutan	70%	70%	30%	30%	Manufacturing of Silicon Carbide

(b) Non-controlling interests (NCI)

Set out below is summarised financial information for the subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for the subisidary are before inter Company eliminations.

Summarised Balance Sheet	March 31, 2021	March 31, 2020
Current Assets	26,76.74	30,25.16
Current Liabilities	9,67.40	11,32.34
Net Current Assets	17,09.34	18,92.82
Non-current assets	24,95.34	28,09.19
Non-current liabilities	1,60.83	1,77.99
Net Non-current Assets	23,34.51	26,31.20
Net Assets	40,43.85	45,24.02
Accumulated NCI	12,13.42	13,57.47

Summarised Statement of Profit and Loss
Revenue from operation	31,51.49	65,91.12
Other income	-	0.23
Profit/(Loss) for the year	(4,80.17)	4,57.25
Profit/(Loss) allocated to NCI	(1,44.05)	1,37.17
Summarised cash flows
Cash flows from operating activities	13,67.41	10,49.90
Cash flows from investing activities	(17,21.33)	(4,89.69)
Cash flows from financing activities	(34.72)	(1,98.99)
Net increase / (decrease) in cash and cash equivalents	(3,88.65)	3,61.22

(All amounts in ` lakhs, unless otherwise stated)

(c) Joint Venture

The details of Company's Joint Venture as at March 31, 2021 is set out below.

Name of the	Place of	Ownership	Accounting	Principal	Carrying Amount
Entity	Business / Country of Incorporation	interest held by the Company	Method	Activities	March 31, 2021	March 31, 2020
SG Shinagawa Refractories India Private Limited	India	49%	Equity Method	Deals in all kinds of refractory and resistance products	1,121.09	1,127.74

Set out below is summarised financial information for the Joint Venture.

Summarised Balance Sheet	March 31, 2021	March 31, 2020
Current Assets	12,91.79	19,68.06
Current Liabilities	89.50	28.44
Net Current Assets	12,02.29	19,39.62
Non-current assets	10,85.64	3,61.90
Non-current liabilities	-	-
Net Non-current Assets	10,85.64	3,61.90
Net Assets	22,87.93	23,01.51

Summarised Statement of Profit and Loss
Revenue from operation	-	-
Other income	68.88	68.41
Profit/(Loss) for the year	(13.58)	1.51
Reconciliation of carrying Amount
Closing net asset (including profit for the year)	22,87.93	23,01.51
Group's share in %	49.00%	49.00%
Group's share	11,21.09	11,27.74
Carrying amount	11,21.09	11,27.74

(All amounts in ` lakhs, unless otherwise stated)

52 Additional Information required by Schedule III

Particulars					March 31, 2021							March 31, 2020
		Net Assets i.e. total assets minus total liabilities		Share in Profit		Share in other Comprehensive Income		Share in Total Comprehensive Income		Net Assets i.e. total assets minus total liabilities		Share in Profit	Share in other Com prehensive Income		Share in Total Comprehensive Income
	% of Consoli dated Net assets	Amount	% of Share in Profit	Amount	% of Other Compre hensive Income		Amount % of Total Compre hensive Income	Amount	% of Consoli dated Net assets	Amount	% of Share in Profit		Amount % of Other Compre hensive Income		Amount % of Total Compre hensive Income	Amount
I. Parent
Grindwell Norton Ltd		98.55% 1,357,05.54 101.82% 242,07.15 100.00%				19,59.24		101.68% 261,66.39		97.98% 1,176,66.73 99.49% 182,95.28 100.00% (14,64.24)						99.45% 168,31.04
II. Subsidiaries
Saint-Gobain Ce ramic Materials Bhutan Pvt. Ltd.	1.95%	26,86.38		-2.02% (4,80.17)	-	-		-1.87% (4,80.17)	2.64%	31,66.55	1.74%	3,20.08	-	-	1.89%	3,20.08
Non Controlling Interest	0.88%	12,13.42		-0.61% (1,44.05)	-	-		-0.56% (1,44.05)	1.13%	13,57.47	0.75%	1,37.17	-	-	0.81%	1,37.17
III. Joint ventures (In vestment as per equity method)
SG Shinagawa Refractories India Private Limited	0.81%	11,21.09	-0.03%	(6.65)	-	-	-0.03%	(6.65)	0.94%	11,27.74	0.00%	0.74	-	-	0.00%	0.74
"Inter-company Elimination & Consolidation Adjustments"	-2.19%	(30,30.53)	0.84%	1,97.93	-	-	0.78%	1,97.93		-2.69% (32,28.46)		-1.98% (3,63.94)	-	-		-2.15% (3,63.94)
Total		100.00% 1,376,95.90 100.00% 237,74.21 100.00%				19,59.24				100.00% 257,33.45 100.00% 1,200,90.03 100.00% 183,89.33 100.00% (14,64.24) 100.00% 169,25.09

53 The Subsidiary of the Company has undistributed earnings of 11,44.43 lakhs (March 31, 2020 - 16,24.59 lakhs), which if paid out as dividend would be taxable in the hands of the recipient. An assessable temporary difference exists but no deferred tax liability has been recognised as the parent entity is able to control the timing of distributions from the subsidiary. The subsidiary is not expected to distribute these profits in the forseeable future.

The accompanying notes (1 to 53) are an integral part of the financial statements.

As per our Report of even date	For and on behalf of Board of Directors of Grindwell Norton Limited
For Price Waterhouse Chartered Accountants LLP	Keki M. Elavia	Chairman	DIN 00003940
Firm Registration No. 012754N / N500016	B. Santhanam	Managing Director	DIN 00494806
Sachin Parekh Partner	Deepak Chindarkar	Chief Financial Officer
Membership No. 107038	K. Visweswaran	Company Secretary
Mumbai: May 7, 2021	Mumbai: May 7, 2021

(All amounts in ` lakhs, unless otherwise stated)

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2021

	March 31, 2021	March 31, 2020
Cash flow from operating activities
Profit before tax	317,20.31	242,63.67
Adjustments for;
Depreciation and amortisation expense	54,35.54	57,78.33
Loss on assets discarded/sold (net)	18.97	9.49
Gain on Redemption of Mutual Funds	(22,93.40)	(15,96.71)
Unrealised gain on foreign exchange	(2,20.60)	(2,55.20)
Dividend income	(17,10.20)	-
Interest Income	(98.90)	(71.72)
Finance Costs	3,41.81	4,46.87
Share based Payments	1,76.42	1,61.57
Changes in fair value on financial instruments	8,87.34	(5,70.27)
Share of (Profit)/Loss of Joint Ventures	6.65	(0.74)
Change in operating assets and liabilities
(Increase)/Decrease in trade receivables	6,80.66	5,70.64
(Increase)/Decrease in inventories	(19,19.62)	25,23.68
(Increase)/Decrease in loans	4,60.01	15.05
(Increase)/Decrease in other financial asset	(4,46.34)	12,00.30
(Increase)/Decrease in other non-current asset	1,17.56	1,06.52
(Increase)/Decrease in other current asset	(16,33.86)	15,48.11
Increase/(Decrease) in trade payables	84,08.64	43,00.08
Increase/(Decrease) in provisions	(73.42)	6,70.34
Increase/(Decrease) in other non-current liabilities	(27.22)	(28.34)
Increase/(Decrease) in other current liabilities	3,98.51	(4,47.64)
Increase/(Decrease) in other financial liabilities	7,60.53	1,41.45
Cash generated from operations	409,89.39	387,65.48
Income taxes paid (net of refunds)	(78,61.49)	(70,07.22)
Net cash inflow from operating activities	331,27.90	317,58.26
Cash flows from investing activities
Payments towards purchase of property, plant and equipment/intangible assets	(48,34.21)	(50,41.96)
Proceeds from sale of property, plant and equipment	8.65	48.19
Purchase of investment-Mutual Fund (net)	(82,05.45)	(381,60.34)
Purchase of non-current investment	(7,95.00)	-
Investment in Bank Deposit with maturity of more than 3 months	(108,78.00)	-
Investment in Joint Venture	-	(11,27.00)
Dividend received	17,10.20	-
Interest received	36.05	75.40
Net cash outflow from investing activities Cash flows from financing activities	(229,57.76)	(442,05.71)
Interest paid	(3,41.81)	(4,46.87)
Dividend paid	(83,04.00)	(66,43.20)
Dividend distribution tax paid		(13,65.53)
	-
Dividend paid to Non-Controlling Interest	-	(1,65.26)
Payment of lease liabilities	(8,57.55)	(8,85.45)
Net cash outflow from financing activities	(95,03.36)	(95,06.31)
Net increase / (decrease) in cash and cash equivalents	6,66.78	(219,53.76)
Add : Cash and cash equivalents at the beginning of the financial year (Refer note 13)	12,63.17	232,16.93
Cash and cash equivalents at end of the year as reported in balance sheet (Refer note 13)	19,29.95	12,63.17

Note : Above Cash Flow Statement has been prepared under indirect method as set out in Ind AS-7-Statement of Cash Flows notified under Section 133 of the Companies Act 2013.

As per our Report of even date	For and on behalf of Board of Directors of Grindwell Norton Limited
For Price Waterhouse Chartered Accountants LLP Firm Registration No. 012754N / N500016	Keki M. Elavia	Chairman	DIN 00003940
	B. Santhanam	Managing Director	DIN 00494806
Sachin Parekh	Deepak Chindarkar	Chief Financial Officer
Partner Membership No. 107038	K. Visweswaran	Company Secretary
Mumbai: May 7, 2021	Mumbai: May 7, 2021

172 173

	Notes

Notes

ـــــــــــــــــــــــــــــــــــــ
Notes

AI assistant

Grindwell Norton Ltd. — Annual Report 2021

61598_rns_2021-07-03_2c2266f5-625b-46c6-934f-9b28c1af29f3.pdf

Sub: Notice of the Annual General Meeting ("AGM") and Annual Report 2020-21

Bankers

Registrars & Transfer Agents

Registered Office

Corporate Identity Number L26593MH1950PLC008163

Factories

Directors

Management Committee

Contents

NOTICE

ORDINARY BUSINESS

SPECIAL BUSINESS

4. Ratification of Remuneration to Cost Auditor of the Company

NOTES:

AGM PARTICIPATION AND VOTING THROUGH ELECTRONIC MEANS

Instructions for e-Voting:

V. The procedure and instructions for remote e-Voting are as follows:

Login method for remote e-Voting for Individual shareholders holding securities in demat form

Individual Shareholders (holding securities in demat form) login through their depository participants

Important note:

Login method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat form and shareholders holding securities in physical form

Instructions for attending AGM:

General Instructions for best VC experience:

ANNEXURE TO NOTICE

STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 ("Act")

Item No. 4:

DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING

Item No. 3:

BOARD'S REPORT

Dear Members,

FINANCIAL HIGHLIGHTS

DIVIDEND

TRANSFER TO RESERVES

OPERATIONS

Abrasives

Ceramics and Plastics

IT Services and Others

COVID-19

SUBSIDIARY COMPANY/JOINT VENTURE/ASSOCIATE

FUTURE PROSPECTS

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

HUMAN RESOURCES

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND ENVIRONMENT

PARTICULARS OF EMPLOYEES

PUBLIC DEPOSITS

DIRECTORS AND KEY MANAGERIAL PERSONNEL

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

NUMBER OF MEETINGS OF THE BOARD

COMMITTEES OF THE BOARD

DIRECTORS' RESPONSIBILITY STATEMENT

DIRECTORS' APPOINTMENT AND REMUNERATION

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD

RELATED PARTY TRANSACTIONS

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROLS

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

AUDITORS

a. Statutory Auditors

b. Cost Auditor

c. Secretarial Auditor

Comments on Auditors' Report

ANNUAL RETURN

DISCLOSURE REQUIREMENTS

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

ACKNOWLEDGEMENTS

Annexure 1

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

(A) Conservation of energy:

(B) Technology absorption:

1. Specific areas in which R&D was carried out by the Company:

2. Benefits derived as a result of the above R&D:

3. Projects on conservation of energy:

4. Future plans of action:

5. Expenditure on R&D for the year ended March 31, 2021:

(C) Foreign exchange earnings and outgo:

Annexure 2

Grindwell Norton Ltd. Annual Report 2021