Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of GRP Ltd.

Mar 31, 2025

Your Directors are pleased to present the FIFTY-FIRST Annual Report on the affairs of the Company (âthe Companyâ or âGRPâ) together with the Audited financial statements of the Company for the financial year ended 31^st March, 2025

Standalone Financial Results	Year ended 31^st March
Particulars	2025	2024
Particulars	(f In lakhs)	(f In lakhs)
Sales & Other Income	53,852	46,396
EBITDA	7,468	5,079
Profit before tax and exceptional items	5,003	3,353
Tax Expenses	1,217	743
Profit after tax for the year (a)	3,786	2,371
Total comprehensive income	3,659	2,266
Balance of Profit/Loss for earlier years (b)	10,045	8,076
Add: Remeasurement gain/(loss) of defined benefit plans (c)	-114	-175
Less: Dividend paid on Equity Shares (d)	500	227
Balance carried forward (a b c-d)	13,217	10,045

RESERVES

The Board of Directors of your company has decided not to transfer any amount to the reserves for the year under review. DIVIDEND

Based on performance of the Company for the year under report, the Board recommends a dividend of Rs. 14.50 per equity share (145%) of the face value of Rs.10/- each (on increased capital base of Rs. 53333320/-) for the year ended 31st March, 2025. [Previous year dividend was Rs.37.50 per share (375%) on Pre-Bonus capital base of Rs. 13333330/-].

FINANCIAL RESULTS, PERFORMANCE AND FUTURE OUTLOOK

The financial year gone by has been positive for your Company, driven by deeper customer partnerships and continued focus on sustainability through infrastructure development, technology deployment, and market expansion. During FY2024-25, your Company achieved a total income of Rs. 53,852 lakhs, compared to Rs. 46,396 lakhs in the previous year, representing a growth of 16%. This growth was on account of a 8% increase in volume. The Reclaim Rubber (RR) business recorded a 16% increase in revenue, the Engineering Plastics (EP) business grew by 21%, and the Custom Die Forms (CDF) business unit grew by 11%, while the Polymer Composite (RC) business declined by 6% compared to the previous year. As a result, Profit after tax for the year rose by 60% to Rs.3,786 lakhs, compared to Rs. 2,371 lakhs in the previous year.

In the year under review, GRP effectively navigated a challenging macro-economic landscape, registering growth in reclaim rubber volumes, primarily fuelled by increased domestic consumption in India. Despite muted Original Equipment (OE) tyre demand in global markets and ongoing geopolitical uncertainties, GRP retained its share in reclaim rubber exports from India.

The company successfully commissioned a next-generation, low-GHG emission production line during the year, further strengthening customer engagement as they continue to expand the usage of reclaim in their products. However, a steep rise in raw material pricesâwithout immediate pass-through to customersâled to margin compression, even as volumes remained stable or improved. Our energy management efforts, such as integration of renewable sources, bio-based fuels, and automation, delivered measurable improvements in efficiency and contributed to cost savings.

This year also witnessed the effective stabilization of the EPR framework, creating a fresh revenue stream for recyclers. Capitalizing on this opportunity, the company recognized Rs 4,336 lakhs in EPR-related income at consolidated levelâcomprising Rs 2,200 lakhs from credit sales and Rs 2,136 lakhs as accrued revenueâsupported by improved market stability, strong demand for credits, and consistent pricing.

Looking ahead, capacity expansion will remain a strategic focus. Approvals for new products are expected to bolster future earnings. The company continues to emphasize tight working capital management while investing in complementary business lines. Expansion in crumb rubber capacity will support future downstream ventures.

Notably, Engineering Plastics recorded a 23% volume growth during the year, with a key breakthrough being the approval of GRP''s EP portfolio by a global European compounder, enabling access to the automotive OE segment. GRP also introduced a new product range derived from ocean plastic waste, aligning with global sustainability trends.

The Polymer Composite business witnessed a significant margin uptick, aided by a sharper focus on cost optimization. In the coming year, the priority will be to develop new applications across RC and CDF business lines. With over 90% of production directed to the U.S., these businesses were impacted by reduced demand due to geopolitical factors. Efforts were concentrated on improving profitability through cost discipline and innovation in applications. GRP remains committed to advancing application development and exploring new market opportunities.

GRP''s wholly owned subsidiary, GCSL, commenced its Repurposed Polyolefin operations in March FY 2024, securing critical product approvals in the Paint and Lubricant packaging segments. With EPR regulations poised for tighter implementation, GCSL is strategically positioned to benefit from increasing demand for recycled plastic-based solutions.

CHANGE IN THE NATURE OF BUSINESS

During the year there was no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There was no revision in the Financial Statement or the Report in respect of any of the three preceding financial years.

CHANGE IN SHARE CAPITAL

During the financial year under review, there were the following changes in the share capital of the Company.

AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company was increased from ?1,50,00,000/- (Rupees One Crore Fifty Lakhs only), comprising 15,00,000 equity shares of ?10/- each, to ?10,00,00,000/- (Rupees Ten Crores only), comprising 1,00,00,000 equity shares of ?10/-each.

This increase was approved by the shareholders at the 50^th Annual General Meeting of the Company held on 2^nd August, 2024, in accordance with the provisions of the Companies Act, 2013. The necessary filings in this regard were duly made with the Registrar of Companies.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

Particulars	No. of Equity Shares	Face value (Rs.)	Paid-up share capital(Rs.)
Paid up Equity Share Capital of the Company as on 1^st April, 2024	13,33,333	10/-	1,33,33,330
Bonus Equity Shares issued and allotted on 12^th August, 2024 in the ratio of 3:1, i.e., three fully paid-up equity shares for every one equity share	39,99,999	10/-	3,99,99,990
Paid up Equity Share Capital of the Company as on 31^st March, 2025	53,33,332	10/-	5,33,33,320

GRP LIMITED EMPLOYEE STOCK OPTION PLAN 2024 (âGRP ESOP 2024â)

GRP Limited Employee Stock Option Plan 2024 (âGRP ESOP 2024â) as approved by the shareholders of the Company at the 50^th Annual General Meeting of the Company held on 2^nd August, 2024, was introduced to incentivise, retain, and attract key talent through a performance-based stock option grant program and consequently enhance shareholder value. GRP ESOP 2024 aims to create a sense of ownership among the eligible employees of the Company and its subsidiaries and to align their medium and longterm compensation with the Company''s performance.

The vesting criteria are primarily based on the achievement of annual performance parameters by the eligible employees, number of years of service, and such other criteria as may be prescribed by the Nomination and Remuneration Committee (functioning as Administrator), from time to time.

The details of the stock options granted under the GRP ESOP 2024 and the disclosures in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âSEBI SBEB Regulationsâ) are available on the Company''s website at www.grpweb.com.

The GRP ESOP 2024 is being implemented in accordance with the provisions of the Act and the SEBI (SBEB) Regulations and is available on the Company''s website at www.grpweb.com.

The certificate from the Secretarial Auditor on the implementation of the GRP ESOP 2024 in accordance with Regulation 13 of the SEBI (SBEB) Regulations, has been uploaded on the Company''s website at www.grpweb.com. The certificate will also be available for electronic inspection by the members during the AGM of the Company.

CREDIT RATINGS OF SECURITIES
Rating Agency	Instrument Type	Rating	Date on which Credit Rating obtained
CRISIL Limited	Long Term Bank Facilities	CRISIL A-Stable (upgraded from ''CRISIL BBB / Stable'')	This rating is as on 22^nd May, 2024
	Short Term Bank Facilities	CRISIL A2 (upgraded from ''CRISIL A2'')	This rating is as on 22^nd May, 2024

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the financial year 2024-25, Company transferred Rs.1,28,640/- of Unclaimed Dividend and 900 corresponding Equity Shares to Investor Education and Protection Fund (IEPF). As on 31^st March, 2025 there are 25,868 Equity Shares in the demat account of IEPF authority. The details of such shareholders are available on the website of the Company. The voting rights of the Equity shares transferred to IEPF shall remain frozen and Dividend or any other benefit accrued on those shares shall be transferred to IEPF account till the rightful owners of such shares claim the same. Such shares can be claimed back by the shareholders from the IEPF authority as per the procedures laid down in the IEPF rules. Jyoti Sancheti, Company Secretary of the Company, is appointed as the Nodal Officer under the provisions of IEPF.

The unpaid dividend for the under noted years, if remained unclaimed for 7 (seven) years will be statutorily transferred by the Company to IEPF, in accordance with schedule given below:

Financial Year	Date of declaration of Dividend	Total Dividend (in ?)	Unclaimed Dividend as on 31.03.2025 (in ?)	Corresponding shares	Due date of transferring to IEPF
2017-18	16.08.2018	1,66,66,663	10,948.75	8759	19.10.2025
2018-19	22.08.2019	1,06,66,664	54,648.00	6881	25.10.2026
2019-20	20.02.2020 (Interim Dividend)	73,33,332	40,964.00	7448	24.04.2027
2020-21	12.08.2021	33,33,333	18,193.75	7380	15.10.2028
2021-22	22.08.2022	1,19,99,997	79,985.63	10458	25.10.2029
2022-23	04.08.2023	2,26,66,661	1,23,560.96	8959	07.10.2030
2023-24	02.08.2024	499,99,988	6,63,124.50	20,281	05.09.2031

Transfer of Equity shares to Investor Education and Protection Fund

In terms of Sections 124 and 125 of the Companies Act, 2013 (âthe Actâ) read with the IEPF Rules, dividend, if not paid or claimed for a period of 7 years from the date of transfer to Unclaimed Dividend Account of the Company, is liable to be transferred to the IEPF. Further, according to the Act read with the IEPF Rules, all the shares in respect of which dividend has not been paid or claimed by the shareholders for 7 consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the year under review, the Company had sent individual notices and issued advertisements in the newspapers, requesting the shareholders to claim their dividends in order to avoid transfer of shares/dividends to the IEPF.

Details of the shareholders whose shares are liable to be transferred to the IEPF Authority are available on the Company''s website at

https://grpapi.optionedge.in/static/investor/List%20of%20shareholders%20identified%20to%20be%20transferred%20to%20

IEPF%20in%20the%20year%202024-25.pdf

SUBSIDIARIES

Salient features of the financial statements of its wholly owned subsidiary company viz. GRP Circular Solutions Limited and subsidiary body corporate viz. Gripsurya Recycling LLP are attached herewith in form AOC-1 (Annexure 1).

DIRECTORSi. Board of Directors

As of 31^st March, 2025, the Board of Directors comprised of 6 Directors (including a Woman Whole time Director), 3 of which are Independent Directors and 3 Whole-time Directors [Promoter & Promoter(s) Group].

ii. Appointment of Directors

a. Independent Director

The Board of Directors of the Company at its meetings held on 9^th May, 2025, has appointed Belur Krishna Murthy Sethuram (DIN 03498701) as an additional Independent of the Company till the conclusion of 51^st Annual General Meeting of the Company. The Board of Directors at its meeting held on 20^th June, 2025 appointed Belur Krishna Murthy Sethuram (DIN 03498701) as an Independent Director of the Company for a term of five consecutive years from 9^th May, 2025 to 8^th May, 2030, subject to the approval of the shareholders of the Company.

In the opinion of the Board, Belur Krishna Murthy Sethuram bring on board the required experience, integrity, expertise, and relevant proficiency which will add tremendous value to the Board in exercising their role effectively.

b. Non-Executive Director

The Board of Directors at their meetings held on 9^th May 2025, has appointed, subject to the approval of the shareholders of the Company, Rajendra V. Gandhi (DIN 00189197) as a Non-Executive Non Independent Director of the Company.

iii. Retirement by rotation and subsequent re-appointment

Hemal H. Gandhi (DIN: 01444424), Executive Director of the Company, is liable to retire by rotation at the this 51^st AGM and being eligible has offered herself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

a. All the Independent Directors have submitted their declarations to the Board to the effect that they meet the required criteria of independence as mentioned in the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence and also that they are independent of the management.

b. All the Independent Directors have submitted their affirmation on compliance with the Code of Conduct for Directors and Senior Management personnel.

KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, there is no change in the office of the KMPs during the financial year.

BOARD MEETINGS

The details of the number of meetings of the Board and other Committees are given in the Corporate Governance Report in Annexure 3 which forms a part of this Annual Report.

COMPOSITION OF COMMITTEES AND MEETINGS

The details pertaining to composition of Committees and details of Committee Meetings are included in the Corporate Governance Report in Annexure 3, which forms part of this Annual Report.

RECOMMENDATIONS OF AUDIT COMMITTEE

All the recommendations of Audit Committee were accepted by the Board of Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed and there had been no material departure.

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2025 and of the profit and loss account of the company for the year ended on that date.

c) the Directors had taken proper and sufficient care 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.

d) the Directors had prepared the annual accounts on a going concern basis.

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

FRAUDS REPORTED BY AUDITOR

No frauds have been detected/reported by any of the Auditors of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

Report on Management Discussion and Analysis (Annexure 2) and Report on Corporate Governance (Annexure 3) are set out in this annual report, including the certificate from Auditors of the Company, certifying compliance of the conditions of corporate governance as stipulated in schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Annexure 4).

MATERIAL ORDERS OF JUDICIAL BODIES/REGULATORS

There is no significant and material order passed by the regulators or courts or tribunals during the financial year 2024-25 that impacts the going concern status and company''s operations in future.

REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, Link Intime India Private Limited, Registrar and Share Transfer Agent ("RTA") of the Company has changed its name to ''MUFG Intime India Private Limited'' ("MIIPL") with effect from 31^st December 2024 and continued to be the RTA of the Company.

STATUTORY AUDITORS

M/s. Rajendra & Co. (Firm Regn. No.108355W), Chartered Accountants, Mumbai, have been appointed as Statutory Auditors of the Company, as per the applicable provisions of the Companies Act, 2013, at the Forty-eighth Annual General Meeting of the company held on 22^nd August, 2022, for a period of 5 (Five) consecutive financial years, from the conclusion of the Forty-eighth Annual General Meeting of the Company until the conclusion of the Fifty-third Annual General Meeting of the Company.

The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year 2024-25 and the Statutory Auditor''s Report forming part of this Annual Report.

COST AUDITORS

At the recommendation of the Audit Committee, the Board of Directors at its meeting held on 27^th May, 2023 has approved the appointment of M/s. Kishore Bhatia & Associates (Firm Registration No.00294), Cost Accountants, as the Cost Auditor''s to conduct the audit of the cost records of the Company for the financial year 2024-25 at a remuneration of Rs. 2.50 lakhs p.a. plus out of pocket expenses and taxes. The Company has maintained the cost accounting records under Section 148 of the Companies Act, 2013 for the financial year 2024-25.

Further, the Board of Directors at its meeting held on 9^th May, 2025 has reappointed M/s. Kishore Bhatia & Associates (Firm Registration No.00294), Cost Accountants, as the Cost Auditor''s to conduct the audit of the cost records of the Company for the financial year 2025-26 on a remuneration of Rs. 2.75 lakhs p.a. plus out of pocket expenses and taxes.

The resolution for ratification of the proposed remuneration payable to M/s. Kishore Bhatia & Associates to audit the cost records of the Company for the financial year ending 31^st March 2026, is being placed for the approval of the shareholders of the Company at the ensuing AGM.

SECRETARIAL AUDIT REPORT

The Board of Directors at its meeting held on 29^th June, 2024 had appointed CS Khyati Shah, proprietor of KGS & Company, Practicing Company Secretary, Ahmedabad, (Membership No. F11368 CP No.18549), as a Secretarial Auditor of the Company for the Financial Year 2024-25.

Subsequently, CS Khyati Shah tendered her resignation from the position of Secretarial Auditor due to personal reasons, vide her resignation letter dated 7^th April, 2025.

The Board of Directors, at its meeting held on 9^th May, 2025, took note of the said resignation and approved the appointment M/s. Yogesh D. Dabholkar & Co., Company Secretaries (Membership No. F6336, COP No.6752) as the Secretarial Auditor of the Company for the Financial Year 2024-25.

M/s. Yogesh D. Dabholkar & Co., Company Secretaries has conducted the Secretarial Audit for the said financial year in accordance with the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder. The Secretarial Audit Report for the Financial Year 2024-25 is attached herewith. The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2024-25, does not contain any qualification, reservation, or adverse remark (Annexure 5).

Further, the Board of Directors of the Company at its meeting held on 9^th May, 2025, based on the recommendation made by the Audit Committee, and subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the appointment of M/s. Yogesh D. Dabholkar & Co., Company Secretaries (Membership No. F6336, COP No. 6752), as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from the Financial Year 2025-26 up to and including the Financial Year 2029-30, in terms of provisions of Regulation 24A of the Listing Regulations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as listed below-

a. SS-1 on Meetings of the Board of Directors

b. SS-2 on General Meeting

c. SS-3 on Dividend

d. SS-4 on Report of the Board of Directors VIGIL MECHANISM

The Company has established a vigil mechanism and oversees the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairperson of the Audit Committee in exceptional cases. Vigil Mechanism (Whistle Blower) Policy has been hosted by the company on its website. The web link to access the above policy hosted by the Company on its website www.grpweb.com is as follows: https://grpweb.com/pdf/Vigil-Mechanism(Whistle-Blower)Policv.pdf

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Periodic assessments by functional heads to identify the risk areas are carried out and Management is briefed on the risks to enable the Company to control risks through a properly defined plan. The risks are classified as Strategic risks, operational risks, market risks, people risks and financial risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the Key business risks and the actions taken to manage it.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

The CSR Committee has been constituted by the Board of Directors. The Committee has adopted CSR policy to contribute towards social and economic development of the communities where the Company operates in, and while doing the same, to build a sustainable way of life for all sections of society, with emphasis and focus on education, health care, sustainable livelihood and empowerment of women. The CSR Policy has also been uploaded on the website of the Company. The web link to access the above policy hosted by the Company on its website www.grpweb.com is as follows:

https://www.grpweb.com/pdf/Corporate-Social-Responsibilitv-Policv-2020.pdf

The Annual Report on CSR activities of the Company is attached herewith. (Annexure 6)

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, guarantees or investments made under Section 186 of the companies act 2013 as on 31^st March, 2025 are given in Note 3 and 46 of the standalone financial statements of your company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year, your company entered into related party transactions, which were on an arm''s length basis and in the ordinary course of business. There were no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. And all related party transactions were approved by the Audit Committee of your company. Therefore, report as required in Form AOC-2 is not annexed to this report.

All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approval(s) so granted on a quarterly basis.

The details of contracts and arrangement with related parties of your company for the financial year ended 31^st March, 2025 are given in Note 40 of the standalone financial statements of your company.

COMPANY''S POLICY RELATING TO PERFORMANCE EVALUATION OF THE BOARD, DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF DUTIES:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board which are based on;

Knowledge to perform the role;

Time and level of participation;

Performance of duties and level of oversight; and

Professional conduct and independence;

The evaluation was carried out by means of the observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness. The Board is collectively of the opinion that the overall performance of the Board, Committees thereof and the individual Directors is satisfactory and conducive to the growth and progress of the Company.

Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided

under Section 178(3) of the Companies Act, 2013, has been hosted on the website of the company at

www.grpweb.com

REMUNERATION RECEIVED BY MANAGING/WHOLE TIME DIRECTOR FROM SUBSIDIARY COMPANY

Neither the Managing Director nor the Whole time Director of the Company receive any remuneration or commission from any of its subsidiaries.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There is no such application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IbC before the NCLT.

POLICY AGAINST SEXUAL HARASSMENT

The Company has in place Policy for prevention of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the financial year ended 31^st March, 2025 :

(a) Number of complaints pending at the beginning of the year - Nil

(b) Number of complaints received during the year - Nil

(d) Number of cases pending at the end of the year - Nil DEPOSITS

The Company does not have any deposits covered under the provisions of Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN

The Annual Return referred to in Section 134(3)(a) of the Companies Act, 2013 is available on the website of the Company at www.grpweb.com

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Although not mandatorily applicable to the Company, in line with its commitment to transparency and sustainable business practices, the Company has voluntarily prepared and presented the Business Responsibility and Sustainability Report (âBRSRâ) in accordance with Regulation 34(2)(f) of the SEBI Listing Regulations. The BRSR, including the BRSR Core comprising key performance indicators relating to environmental, social, and governance (ESG) matters, forms a separate section of this Annual Report.

INFORMATION PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The information as required under Section 197(12) of the Act read with applicable rules (to the extent applicable) is attached herewith (Annexure 7).

INFORMATION PURSUANT TO SECTION 134 (3)(m) & (q) OF THE COMPANIES ACT, 2013

The above information (to the extent applicable) is attached herewith (Annexure 8).

CONFIRMATIONS

a. During the year under review, the Company has not:

(i) issued any warrants, debentures, bonds, or any other convertible or non-convertible securities.

(ii) issued equity shares with differential rights as to dividend, voting or otherwise.

(iii) issued any sweat equity shares to its Directors or employees.

(iv) made any change in voting rights.

(v) reduced its share capital or bought back shares.

(vi) changed the capital structure resulting from restructuring.

(vii) failed to implement any corporate action.

b. The Company''s securities were not suspended for trading during the year.

c. The disclosure pertaining to the explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc., is not applicable to the Company.

ACKNOWLEDGEMENTS

Your directors place on record their appreciation for the contribution made and support provided to the Company by the shareholders, employees, bankers, suppliers and customers.

Mar 31, 2024

Your Directors are pleased to present the FIFTIETH Annual Report on the affairs of the Company together with the Audited Accounts

of the Company for the year ended 31^st March 2024

Standalone Financial Results	Year ended 31^st March
Particulars	2024	2023
Particulars	{? In lakhs}	(? In lakhs}
Sales & Other Income	46,396	45,612
EBITDA	5,079	3,041
Profit before tax and exceptional items	3,353	1,157
Tax Expenses	743	134
Profit after tax for the year (a)	2,371	1,023
Total comprehensive income	2,266	851
Balance of Profit/Loss for earlier years (b)	8,076	7,223
Add: Remeasurement gain/(loss) of defined benefit plans (c)	(175)	(50)
Less: Dividend paid on Equity Shares (d)	227	120
Balance carried forward (a b c-d)	10,045	8,076

reserves

The Board of Directors of your company has decided not to transfer any amount to the reserves for the year under review.

dividend

Based on performance of the Company for the year under report and in line with its dividend pay-out policy, the Board recommends a dividend of ? 37.50/- per equity share (375%) of the face value of ? 10/- each for the year ended 31^st March, 2024. [Previous year dividend was ? 17.00 per share (170%)].

financial results, performance and future outlook

The financial year gone by has been positive for your Company on the back of deeper customer partnerships and continued focus on sustainability through product development and process upgradation. In the year gone by, your Company delivered a revenue of ? 46,396 lakhs in the fiscal year 2023-24 compared to ? 45,612 lakhs in the previous year, representing a growth of 1.72%. This growth was on account of a 7% growth in volume, however, there has been decline in sales value by 1.4% in respect to revenue. The Reclaim Rubber (RR) business grew by 1% in revenues, the Engineering Plastics (EP) business growth was at 5%, the CDF business unit at 3% growth while the Rubber Composite (RC) business grew by 114% over its previous year. Profit after tax for the year as a result grew by 132% to ? 2,371 lakhs over the previous year compared to ? 1,023 lakhs in the previous year.

In the year under review, GRP has successfully navigated through the volatility in the tyre industry, achieving an increase in reclaim rubber volume, driven by a notable growth in the Indian market. There was an uptick in rubber demand in India, albeit with a decrease in Reclaim Rubber demand. Nevertheless, GRP successfully expanded its market share in India. On the international front, the subdued market conditions were reflected in our export volumes. However, the international customers continue to invest in long term development projects and continue engagement with your company to increase the share of Reclaim in their products. Despite challenges such as rising external costs in energy (fuel surcharges) and wages (minimum wage inflation), we successfully mitigated these through initiatives, including the adoption of renewable power sources, bio-based fuels, and automation. These efforts not only enhanced efficiency and achieved cost savings but were also complemented by reduced ocean freight rates compared to the previous year, thereby improving our margins.

The year also marked the successful launch of the EPR regime, providing an additional revenue stream for recyclers. Our company has capitalized on this opportunity by realizing partial sales of EPR credits during the year. The stabilization of this policy is expected to generate long-term positive cash flow, enabling increased investment and scalability.

Looking ahead, we anticipate continued strength in our order book. Approvals for newly developed products are expected to boost future earnings. Our focus will remain on tightening working capital as we invest in synergistic businesses. Additionally, the expansion of crumb rubber capacity will pave the way for future plans in various downstream applications. Among others Engineering Plastics

has seen a 12% rise in its volumes within the year, a significant achievement given the operational disruptions caused by a fire incident in February 2023. A notable achievement was the approval of GRP''s EP product portfolio by a global compounder, opening avenues for its use in automotive OE brands. GRP also successfully launched a new product range made from ocean plastic waste, capitalizing on the growing focus on ocean cleanup. There has been a significant upturn in sales volume and EBITDA in the Rubber Composite business compared to FY 23. This increase was supported by reduced freight costs and an operational overhaul by our partner, which helped navigate challenging times and gradually recover the business. Our focus for the year will remain to develop new applications in RC & CDF businesses.

GRP''s wholly owned subsidiary, GRP Circular Solutions Limited (GCSL), initiated the Repurposed Polyolefin business and formally began manufacturing in Q4 FY 2024, securing key approvals in the Paint & Lubricant packaging sector. These approvals, achieved after rigorous testing, will go a long way in establishing GRP as a partner of choice in this industry and the shift towards increased recycled content by brand owners will further bolster GRP''s non-tyre business.

In respect of the fire which had occurred in the preceding financial year in the holding company, the insurance claim on inventory lost has been settled during the year and a loss of ? 239.57 lakhs has been recognised as an exceptional item in the results.

In case of Property, Plant and Equipment of the holding company, the same has been reinstated during the year [at a cost of ?538.26 lakhs] and has been added to PPE. The WDV of the PPE that was so destroyed [? 350.50 lakhs] was treated as Insurance receivable in the preceding year. The company had lodged a claim of ? 996.20 Lakhs towards the same and the final claim in respect of said reinstatement has not yet been approved by the Insurance company. A sum of ? 250.00 lakhs has been received on account. The net amount of Insurance Claim when approved by the Insurance Company shall be reduced from Gross Block of PPE.

change in the nature of business

During the year there was no change in the nature of business of the Company.

material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

details of revision of financial statement or the report

There was no revision in Financial Statement or the Report in respect of any of the three preceding financial years.

share capital

There was no change in the Company''s share capital during the year under review. The Company''s paid-up equity share capital remained at ? 1,33,33,330 comprising of 13,33,333 Equity Shares of ? 10/- each.

credit ratings of securities

Rating Agency	Instrument Type	Rating	Date on which Credit Rating obtained
CRISIL Limited	Long Term Bank Facilities	CRISIL A-Stable (upgraded from âCRISIL BBB /Stable'')	This rating is as on 22^nd May, 2024
CRISIL Limited	Short Term Bank Facilities	CRISIL A2 (upgraded from âCRISIL A2'')	This rating is as on 22^nd May, 2024

investor education and protection fund (iepf)

During the financial year 2023-24, Company transferred ? 1,19,210.00/- of Unclaimed Dividend and 817 corresponding Equity Shares to Investor Education and Protection Fund (IEPF). As on 31^st March, 2024 there are 6,242 Equity Shares in the demat account of IEPF authority. The details of such shareholders are available on the website of the Company. The voting rights of the Equity shares transferred to IEPF shall remain frozen and Dividend or any other benefit accrued on those shares shall be transferred to IEPF account till the rightful owners of such shares claim the same. Such shares can be claimed back by the shareholders from the IEPF authority as per the procedures laid down in the IEPF rules. Jyoti Sancheti, Company Secretary of the Company is appointed as the Nodal Officer under the provisions of IEPF.

The unpaid dividend for the under noted years, if remained unclaimed for 7 (seven) years will be statutorily transferred by the Company to IEPF, in accordance with schedule given below:

Financial Year	Date of declaration of Dividend	Total Dividend (in ?)	Unclaimed Dividend as on 31.03.2024 (in ?)	To be transferred to IEPF latest by
2016-17	10.08.2017	1,33,33,330	1,28,640.00	13.10.2024
2017-18	16.08.2018	1,66,66,663	10,948.75	19.10.2025
2018-19	22.08.2019	1,06,66,664	55,048.00	25.10.2026
2019-20	20.02.2020 (Interim Dividend)	73,33,332	40,964.00	24.04.2027
2020-21	12.08.2021	33,33,333	18,443.75	15.10.2028
2021-22	22.08.2022	1,19,99,997	84,035.63	25.10.2029
2022-23	04.08.2023	2,26,66,661	1,29,850.96	07.10.2030

subsidiaries

directors

Rajeev Pandia, Independent Director of the Company has completed his second and final term of five consecutive years as an Independent Director of the Company on 31^st March, 2024 and consequently ceased to be a Director of the Company w.e.f. 1^st April, 2024. Directors placed on record their appreciation and their gratitude for the valuable services rendered by Rajeev M. Pandia during his decade long tenure as an Independent Director of the Company.

In accordance with the provisions of the Companies Act, 2013, Harsh R. Gandhi retires by rotation at the ensuing 50^th Annual General Meeting and being eligible seeks reappointment.

Commensurate with the succession and promotion policies and practices of the company, Rajendra V. Gandhi will continue to be a Whole Time Director of the Company redesignated as an Executive Chairman of the Company.

As a sequel to the above, Harsh R. Gandhi shall continue as the Whole Time Director of the Company redesignated as a Managing Director of the Company.

All the Independent Directors have submitted their declarations to the Board to the effect that they meet the required criteria of independence as mentioned in the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence and also that they are independent of the management.

board meetings

The details of the number of meetings of the Board and other Committees are given in the Corporate Governance Report in Annexure 3 which forms a part of this Annual Report.

composition of committees and meetings

The details pertaining to composition of Committees and details of Committee Meetings are included in the Corporate Governance Report in Annexure 3, which forms part of this Annual Report.

recommendations of audit committee

All the recommendations of Audit Committee were accepted by the Board of Directors.

directorsâ responsibility statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed and there had been no material departure;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2024 and of the profit and loss account of the company for the year ended on that date;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

frauds reported by auditor

No frauds have been detected/reported by any of the Auditors of the Company.

key managerial personnel (kmp)

There is no change in the office of the KMPs during the financial year.

management discussion and analysis and corporate governance

MATERIAL ORDERS OF JUDICIAL BODIES/REGULATORS

There is no significant and material order passed by the regulators or courts or tribunals during the financial year 2023-24 that impacts the going concern status and company''s operations in future.

statutory auditors

cost auditors

At the recommendation of the Audit Committee, the Board of Directors at its meeting held on 27^th May, 2023 has approved the appointment of M/s. Kishore Bhatia & Associates (Firm Registration No.00294), Cost Accountants, as the Cost Auditor''s to conduct the audit of the cost records of the Company for the financial year 2023-24 at a remuneration of ? 2.30 lakhs p.a. plus out of pocket expenses and taxes. The Company has maintained the cost accounting records under section 148 of the Companies Act, 2013 for the financial year 2023-24.

Further, the Board of Directors at its meeting held on 17^th May, 2024 has reappointed M/s. Kishore Bhatia & Associates (Firm Registration No.00294), Cost Accountants, as the Cost Auditor''s to conduct the audit of the cost records of the Company for the financial year 2024-25 on a remuneration of ? 2.50 lakhs p.a. plus out of pocket expenses and taxes.

The payment of the aforesaid remuneration for the financial year 2024-25 will have to be ratified by the shareholders at the ensuing 50^th Annual General meeting of the Company.

secretarial audit report

CS Khyati Vejani, proprietor of M/s. KGS & Company, Practicing Company Secretary (C.P. No.18549) has conducted secretarial audit for the financial year 2023-24 pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder. The secretarial audit report is attached herewith (Annexure 5).

Further, the Board of Directors at its meeting held on 29^th June, 2024 has appointed CS Khyati Vejani, proprietor of M/s. KGS & Company, Practicing Company Secretary (C.P. No.18549), as the Secretarial Auditor of the Company for the financial year 2024-25.

compliance with secretarial standards

The Company has complied with the applicable Secretarial Standards as listed below-

a. SS-1 on Meetings of the Board of Directors

b. SS-2 on General Meeting

c. SS-3 on Dividend

d. SS-4 on Report of the Board of Directors

vigil mechanism

https://grpweb.com/pdf/Vigil-Mechanism(Whistle-Blower)Policy.pdf

development and implementation of risk management

details of policy developed and implemented by the company on its corporate social responsibility (csr) activities

https://www.grpweb.com/pdf/Corporate-Social-Responsibilitv-Policv-2020.pdf

The Annual Report on CSR activities of the Company is attached herewith. (Annexure 6)

particulars of loans, guarantees or investments made under section 186 of the companies act, 2013

The particulars of Loans, guarantees or investments made under Section 186 as on 31^st March, 2024 are given in Note 3 and 47 to the financial statements of your company.

particulars of contracts or arrangements made with related parties

The details of contracts and arrangement with related parties of your company for the financial year ended 31^st March, 2024 are given in Note 38 to the financial statements of your company.

companyâs policy relating to performance evaluation of the board, directors appointment, payment of remuneration and discharge of duties :

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board which are based on;

Knowledge to perform the role;

Time and level of participation;

Performance of duties and level of oversight; and

Professional conduct and independence;

The web link to access the Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013, hosted by the company on its website www.grpweb.com is as follows:

https://grpweb.com/pdf/Nomination-and-Remuneration-Policv- 9.2.2023.pdf

REMUNERATION RECEIVED BY MANAGING/WHOLE TIME DIRECTOR FROM SUBSIDIARY COMPANY

Neither the Managing Director nor the Whole time Director of the Company receive any remuneration or commission from any of its subsidiaries.

corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016 (ibc)

There is no such application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

policy against sexual harassment

(a) Number of complaints pending at the beginning of the year - Nil

(b) Number of complaints received during the year - Nil

(d) Number of cases pending at the end of the year - Nil

deposits

The Company does not have any deposits covered under the provisions of Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

annual return

The Annual Return referred to in Section 134(3)(a) of the Companies Act, 2013 for the year ended 31^st March, 2023 is available on the website of the Company: http://grpweb.com/investors.html

information pursuant to section 197(12) of the companies act, 2013

The information as required under Section 197(12) of the Act read with applicable rules (to the extent applicable) is attached herewith (Annexure 7).

INFORMATION PURSUANT TO SECTION 134 (3)(m) & (q) OF THE COMPANIES ACT, 2013

The above information (to the extent applicable) is attached herewith (Annexure 8).

acknowledgements

Your Directors place on record their appreciation for the contribution made and support provided to the Company by the shareholders, employees, bankers, suppliers and customers.

For and on behalf of the Board of Directors

Place : Mumbai Rajendra V. Gandhi Harsh R. Gandhi

Date : 29^th June, 2024 Chairman Managing Director

DIN:00189197 DIN: 00133091

Mar 31, 2018

The Directors are pleased to present the FORTY FOURTH ANNUAL REPORT & AUDITED ACCOUNTS for the year ended 31st March, 2018

Standalone Financial Results	Year ended 31^st March
Particulars	2018	2017
	(Rs. In Lakh)	(Rs. In Lakh)
Sales & Other Income	30,297	31,794
Profit before depreciation & tax	1,583	2,594
Depreciation	1,336	1,393
Profit before tax and exceptional items	247	1,201
Provision for tax (net of MAT entitlement)	379	316
Deferred tax expenditure	(189)	65
(Short) provision of income tax (net) of earlier year	(41)	(9)
Profit after tax for the year	98	829
Other Comprehensive income	13	31
Total comprehensive income	111	860
EPS:
Basic (Rs.)	7.37	62.20
Diluted (Rs.)	7.37	62.20

DIVIDEND

Based on performance of the Company for the year under the report and keeping in line with its dividend pay-out policy, the Board recommends a dividend of Rs.1.25/-per share (12.50%) for the year ended 31st March, 2018, resulting in total outflow of Rs.20.09 Lakh, including the dividend distribution tax. [Previous year dividend was Rs.10/- per share (100%)].

FINANCIAL RESULTS, PERFORMANCE AND FUTURE OUTLOOK

The company has maintained a flat revenue for the year under review. There has been a marginal rise in volume sales. However, reclaim rubber prices have reduced. Your companyâs exports for the year have marginally increased compared with the previous year, which has been one of the highlight in an otherwise mixed year. The macro environment, specifically your companyâs key customer segments has witnessed an improvement in the year under review. The major change in the tax system in the country has helped your company in tapping a growing opportunity in segments where we didnât sell before. This improves potential of growing domestic volume in the years to come. Margins have dropped significantly on account of shift in sales to the domestic customers, a strong Rupee for most part of the year, changes in import policy around rubber raw materials. While input prices are linked closely to crude oil prices, a surge in oil prices towards the end of the year has also contributed in material prices moving up.

The Company has implemented several initiatives aimed at reducing manpower dependence, energy sourcing from IPPâs, increased level of automation and alternate process to strengthen its commitment to a zero discharge manufacturing plant.

Your Company has realised tax benefits u/s 35(2AB) of Income Tax Act on account of renewal of approval received from Department of Scientific & Industrial Research, Ministry of Science & Technology (DSIR) Government of India, New Delhi.

AWARDS & ACCOLADES

The year under review saw GRP win accolades among its peers. GRP was again the recipient of the AIRIA award for Top Export in raw material sector, for its export performance. This award was in the entire raw material category signifying GRPâs standing among peers in Carbon Black, Synthetic Rubber, Rubber Process Oil industries too, while your company continues to be in a commanding position in the reclaim rubber industry.

SUBSIDIARIES

Salient features of the financial statements of its Wholly-owned Subsidiary company viz. Grip Polymers Limited, subsidiary body corporate of Grip Polymers Ltd., viz. Gripsurya Recycling LLP and joint venture company viz. Marangoni GRP Pvt. Ltd., in form AOC-1 are attached herewith. (Annexure 1).

DIRECTORS

Shri Saurabh Shah, who was appointed as an Additional Independent Director on 12th September, 2017, holds the said office till the date of the conclusion of the ensuing 44th Annual General Meeting. A notice has been received from a member proposing his candidature for his reappointment as an Independent Director.

Apurva R. Shah has resigned as Director of the company w.e.f. 13th September, 2017. The Board places on record its appreciation and gratitude for the valuable services rendered by him during his tenure as Director of the company.

In accordance with the provisions of the Companies Act, 2013, Harsh R. Gandhi, retire by rotation at the ensuing 44th Annual General Meeting and being eligible offers himself for reappointment.

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirm that :

(a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and there had been no material departure;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2018 and of the profit and loss account of the company for the year ended on that date;

(c) the Directors had taken proper and sufficient care 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;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

Report on Management Discussion and Analysis and Corporate Governance attached herewith (Annexure 2) form an integral part of this report. The certificate from Auditors of the Company, certifying compliance of the conditions of corporate governance as stipulated in schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the report on corporate governance (Annexure 3).

STATUTORY AUDITORS

M/s. DKP & Associates (Firm Regn. No.126305W), Chartered Accountants, Mumbai, have been appointed as Statutory Auditors of the Company, as per the applicable provisions of the Companies Act, 2013, at the 43rd Annual General Meeting of the company held on 10th August, 2017, for a period of 5 (Five) consecutive financial years, from the conclusion of the Forty-third Annual General Meeting of the Company until the conclusion of the Forty-eighth Annual General Meeting of the Company.

COST AUDITORS

M/s Jitendrakumar & Associates, Cost Accountants (Firm Registration No.101561), has, as required under Section 141 of the Companies Act, 2013, confirmed its eligibility to conduct the audit of the cost accounting records of the Company for the financial year 2018-19 and has consented to act as the Cost Auditor of the Company.

At the recommendation of the Audit Committee, the Board of Directors has approved the appointment of M/s Jitendrakumar & Associates, Cost Accountants, as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year 2018-19.

SECRETARIAL AUDIT REPORT

Chetan R. Shah, Practicing Company Secretary has conducted secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder. His secretarial audit report is attached herewith. (Annexure 4)

VIGIL MECHANISM

The Company has established a vigil mechanism and oversees the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairperson of the Audit Committee in exceptional cases. Vigil Mechanism (Whistle Blower) Policy has been hosted by the company on its website. The web link to access the above policy hosted by the company on its website www.grpweb.com is as follows: http://www.grpweb.com/pdf/VIGIL%20MECHANISM%20(Whistle%20Blower)%20Policy.pdf

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Periodic assessments by functional heads to identify the risk areas are carried out and Management is briefed on the risks to enable the Company to control risks through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

CSR Committee has been constituted by the Board of Directors. The Committee has adopted CSR policy to contribute towards social and economic development of the communities where the Company operates in, and while doing the same, to build a sustainable way of life for all Sections of society, with emphasis and focus on education, health care, sustainable livelihood and empowerment of women. The CSR Policy has also been uploaded on the website of the Company. The web link to access the above policy hosted by the company on its website www.grpweb.com is as follows: http://www.grpweb.com/pdf/Corporate%20Social%20Responsibility%20Policy.pdf

The Annual Report on CSR activities of the Company is attached herewith. (Annexure 5)

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER Section 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, guarantees or investments made under Section 186 is attached herewith (Annexure 6).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year, your company entered into related party transactions, which were on an armâs length basis and in the ordinary course of business. There were no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. All related party transactions were approved by the Audit Committee of your company.

The details of contracts and arrangement with related parties of your company for the financial year ended 31st March, 2018 is given in Note 39 to the financial statements of your company.

COMPANYâS POLICY RELATING TO PERFORMANCE EVALUATION OF THE BOARD, DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF DUTIES

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board which is based on;

- Knowledge to perform the role;

- Time and level of participation;

- Performance of duties and level of oversight; and

- Professional conduct and independence;

The Companyâs Policy relating to appointment of Directors, payment of Managerial remuneration, Directorsâ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is attached herewith (Annexure 7). The web link to access the Nomination and Remuneration policy hosted by the company on its website www.grpweb.com is as follows: http://www.grpweb.com/pdf/nomination.pdf

POLICY AGAINST SEXUAL HARASSMENT

The Company has in place Policy for prevention of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint regarding sexual harassment has been received by the Committee during the financial year 2017-18.

ANNUAL RETURN

The extract of Annual Return in Form MGT-9 is attached herewith (Annexure 8)

DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year 2017-18.

INFORMATION PURSUANT TO Section 197(12) OF THE COMPANIES ACT, 2013

The information as required under Section 197(12) of the Act read with applicable rules (to the extent applicable) is attached herewith (Annexure 9).

INFORMATION PURSUANT TO Section 134 (3)(m) & (q) OF THE COMPANIES ACT, 2013

The above information (to the extent applicable) is attached herewith (Annexure 10).

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contribution made and support provided to the Company by the shareholders, employees, bankers, suppliers and customers.

For and on behalf of the Board of Directors

Place : Mumbai Rajendra V. Gandhi Harsh R. Gandhi

Date : 26th May, 2018 Managing Director Executive Director

Mar 31, 2017

The Directors are pleased to present the FORTY THIRD ANNUAL REPORT & AUDITED ACCOUNTS for the year ended 31^st March, 2017.

Financial Results	Year ended 31^st March
Particulars	2017	2016
	(Rs. In lakhs)	(Rs. In lakhs)
Sales & Other Income	30,628	31,538
Profit before depreciation & tax	2,606	2,458
Depreciation	1,393	1,401
Profit before tax and exceptional items	1,213	1,057
Provision for tax (net of MAT entitlement)	317	318
Deferred tax expenditure	68	(63)
(Short) provision of income tax (net) of earlier year	(9)	--
Profit after tax for the year	837	802
Brought forward profit	5,160	5,018
Amount available for appropriation	5,997	5,820
Transfer to General Reserve	--	500
Proposed Dividend	--	133
Tax on dividend	--	27
Balance carried to Balance Sheet	5,997	5,160
EPS:
Basic (Rs.)	62.76	60.12
Diluted (Rs.)	62.76	60.12

DIVIDEND

Based on performance of the Company for the year under the report and keeping in line with its dividend pay-out policy, the Board recommends a dividend of Rs.10/-per share (100%) for the year ended 31^st March, 2017, resulting in total outflow of Rs.160.48 lakhs, including the dividend distribution tax. [Previous year total dividend was Rs.10/- per share (100%)]. This amount will be appropriated from the profits in the month in which the said dividend is approved at the forthcoming Annual General meeting.

FINANCIAL RESULTS, PERFORMANCE AND FUTURE OUTLOOK

The sales of the company have fallen marginally by 3.54%, mainly due to fall in volume. The fall in the sales is due to a generally sluggish environment both domestic and international. In spite of the fall in sales revenue, the company was able to increase its profit before tax because of lower input prices. Input prices are linked closely to crude oil prices and the price of crude oil has remained subdued throughout the year under review.

The Company continues to strengthen its process capabilities and is well poised to take advantage of a revival in demand. The volatility of prices of crude oil means that input prices are a matter of concern. The continuous rise in employee costs is also a matter of concern, and the company is taking steps to increase the level of automation and increase productivity.

Your Company has realized tax benefits u/s 35(2AB) of Income Tax Act on account of approval received from Department of Scientific & Industrial Research, Ministry of Science & Technology (DSIR) Government of India, New Delhi.

CAPITAL STRUCTURE

In view of the decline in sales revenue, the company has maintained prudent control on capital spending while continuing to invest in items which increase productivity. With profits continuing to accrue, the company was able to meet all its repayment obligations and maintain its liquidity position. The debt equity ratio of 0.52 is low by standards prevailing in the industry. Considering the consistency in operating parameters, the company''s ratings were revised to A negative with stable outlook (revised from negative outlook) for long term debt and rating of A2 plus for its short term working capital debt was reaffirmed by CRISIL.

AWARDS & ACCOLADES:

The year under review saw GRP win accolades among its peers. GRP was again the recipient of the CAPEXIL award for Top Export in rubber product panel, the AIRIA award for Top Export in raw material sector, for its export performance. These awards were in the entire raw material category signifying GRP''s standing among peers in Carbon Black, Synthetic Rubber, Rubber Process Oil industries too, while your company continues to be in a commanding position in the reclaim rubber industry.

SUBSIDIARIES

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Dr. Peter Philip and Smt.Nayna R. Gandhi, retire by rotation at the ensuing 43^rd Annual General Meeting and being eligible offer themselves for reappointment.

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirm that :

(a) in the preparation of the annual accounts for the year ended 31^st March, 2017, the applicable accounting standards have been followed and there had been no material departure;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2017 and of the profit and loss account of the company for the year ended on that date;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

Report on Management Discussion and Analysis and Corporate Governance attached herewith (Annexure 2) form an integral part of this report. The certificate from Auditors of the Company, certifying compliance of the conditions of corporate governance as stipulated in schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the report on corporate governance (Annexure 3).

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 6 of The Companies (Audit and Auditors) Rules, 2014, every Company shall appoint Statutory Auditors to hold office for one term of 5 years and such appointment is subject to ratification by the Members every year in the annual general meeting. The Act further makes it mandatory to rotate the statutory auditors after two terms of 5 years, in case of a firm of auditors. Further, Companies have been given time till the year 2017 to effect rotation of Auditors, wherever necessary.

As you are aware, M/s. A.B. Modi & Associates, Chartered Accountants, Mumbai, have been the statutory auditors of the company for more than 10 years. In order to comply with the requirements mentioned above, it is proposed to go in for rotation of the aforesaid Statutory Auditors at the ensuing 43^rd Annual General Meeting by appointing a new firm of Chartered Accountants to act as the Statutory Auditors of the Company.

M/s. A.B.Modi & Associates, Chartered Accountants, Mumbai, have accordingly informed the Company that they will not be seeking re-appointment as Statutory Auditors at the forthcoming 43^rd Annual General Meeting.

M/s.DKP & Associates (Firm Regn. No.126305W), Chartered Accountants, Mumbai, a firm of long standing have been identified for appointment as the Statutory Auditors of the Company.

Being eligible for appointment under the provisions of the Companies Act, 2013, they have furnished their consent to act as the Statutory Auditors, in terms of the second proviso to Section 139 of the Act and also provided a certificate to the effect that their appointment, if made, shall be in accordance with the conditions laid down and that they satisfy the criteria provided under Section 141 of the Act. The Board of Directors, on the recommendations of the Audit Committee, at the meeting held on 30^th May, 2017, has proposed the appointment of M/s.D K P & Associates.

COST AUDITORS

As per the Notification dated 14^th July, 2016 issued by the Ministry of Corporate Affairs regarding the Companies (Cost Records and Audit) Rules, 2014, provisions relating to auditing of cost accounting records are applicable to the Company with effect from 1st April, 2016. Accordingly, the audit of cost accounting records of the Company is mandatory from the financial year 2016-17.

M/s Jitendrakumar & Associates, Cost Accountants (Firm Registration No.101561), has, as required under Section 141 of the Companies Act, 2013, confirmed its eligibility to conduct the audit of the cost accounting records of the Company for the financial year 2016-17 and 2017-18 and has consented to act as the Cost Auditor of the Company.

Section 148 (3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditor) Rules, 2014, requires the remuneration payable to the Cost Auditors to be ratified by the Members of the Company.

Ratification of remuneration payable to cost auditors for the financial year 2016-17 could not be completed at the 42^nd Annual General meeting of the company held on 21^st September, 2016, because the aforesaid notification regarding applicability of cost audit was issued after 20^th May, 2016 (this notification was issued on 14^th July, 2016), being the date of the notice convening the aforesaid annual general meeting.

SECRETARIAL AUDIT REPORT

Chetan R. Shah, Practicing Company Secretary has conducted secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under. His secretarial audit report is attached herewith. (Annexure 4)

VIGIL MECHANISM

The Company has established a vigil mechanism and oversees the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairperson of the Audit Committee in exceptional cases. Vigil Mechanism (Whistle Blower) Policy has been hosted by the company on its website. The web link to access the above policy hosted by the company on its website www.grpweb.com is as follows: http://www.grpweb.com/pdf/VIGIL%20MECHANISM%20(Whistle%20Blower)%20Policy.pdf

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Periodic assessments by functional heads to identify the risk areas are carried out and Management is briefed on the risks to enable the Company to control risks through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

CSR Committee has been constituted by the Board of Directors. The Committee has adopted CSR policy to contribute towards social and economic development of the communities where the Company operates in, and while doing the same, to build a sustainable way of life for all sections of society, with emphasis and focus on education, health care, sustainable livelihood and empowerment of women. The CSR Policy has also been uploaded on the website of the Company. The web link to access the above policy hosted by the company on its website www.grpweb.com is as follows:

http://www.grpweb.com/pdf/Corporate%20Social%20Responsibility%20Policy.pdf The Annual Report on CSR activities of the Company is attached herewith. (Annexure 5)

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, guarantees or investments made under Section 186 is attached herewith. (Annexure 6)

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year, your company entered into related party transactions, which were on an arm''s length basis and in the ordinary course of business. There were no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. All related party transactions were approved by the Audit Committee of your company.

The details of contracts and arrangement with related parties of your company for the financial year ended 31^st March, 2017 is given in Note 31 to the financial statements of your company.

COMPANYâS POLICY RELATING TO PERFORMANCE EVALUATION OF THE BOARD, DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF DUTIES :

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board which is based on;

- Knowledge to perform the role;

- Time and level of participation;

- Performance of duties and level of oversight; and

- Professional conduct and independence

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is attached herewith (Annexure7). The Nomination and Remuneration Policy has also been uploaded on the website of the Company. The web link to access the above policy hosted by the company on its website www.grpweb.com is as follows: http://www.grpweb.com/pdf/N0MINATI0N%20AND%20REMUNERATI0N%20P0LICY.pdf

POLICY AGAINST SEXUAL HARASSMENT

The Company has in place anti sexual harassment policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint regarding sexual harassment has been received by the Committee during the financial year 2016-17.

ANNUAL RETURN

The extract of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached herewith. (Annexure 8)

DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year 2016-17.

INFORMATION PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 The above information (to the extent applicable) is attached herewith (Annexure 9).

INFORMATION PURSUANT TO SECTION 134 (3)(m) & (q) OF THE COMPANIES ACT, 2013

The above information (to the extent applicable) is attached herewith (Annexure 10).

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to employees, bankers, business associates, consultants and various Government Authorities for their continued support extended to your Company. Your Directors also acknowledges gratefully the support and confidence reposed by the Shareholders in the Company.

For and on behalf of the Board of Directors

Place : Mumbai Rajendra Gandhi Harsh Gandhi

Date : 30^th May, 2017 Managing Director Executive Director

Mar 31, 2016

Directorsâ Report to the Members,

The Directors are pleased to present the FORTY SECOND ANNUAL REPORT & AUDITED ACCOUNTS for the year ended 31^s March, 2016.

Particulars	2016	2015
	(Rs. In lakhs)	(Rs. In lakhs)
Sales & Other Income	31,538	34,653
Profit before depreciation & tax	2,458	2,453
Depreciation	1,401	1,472
Profit before tax and exceptional items	1,057	981
Provision for tax (net of MAT entitlement)	318	232
Deferred tax expenditure	(63)	(76)
(Short) provision of income tax (net) of earlier year	--	59
Exceptional items	--	121
Profit after tax for the year	802	887
Brought forward profit	5,018	4,331
Amount available for appropriation	5,820	5,218
Transfer to General Reserve	500	--
Proposed Dividend	133	150
Tax on dividend	27	30
Transitional provision for depreciation (net of deferred tax)	--	19
Balance carried to Balance Sheet	5,160	5,019
EPS:
Basic (Rs.)	60.12	66.51
Diluted (Rs.)	60.12	66.51

DIVIDEND

Based on performance of the Company for the year under the report and keeping in line with its dividend payout policy, the Board recommends a dividend of Rs.10/- Per share (100%) for the year ended 31⁵¹ March, 2016, absorbing a total of Rs.160.47 lakhs, including the dividend distribution tax. [Previous year total dividend was Rs.11.25 per share(112.50%)]

FINANCIAL RESULTS, PERFORMANCE AND FUTURE OUTLOOK

The sales of the company have fallen by 8%, mainly due to a fall in volume and a reduction in prices. The fall in the sales is due to a generally sluggish environment both domestic and international. In spite of the fall in sales revenue, the company was able to increase its profit before tax because of lower input prices. Input prices are linked closely to crude oil prices and the price of crude oil has remained subdued throughout the year under review.

The Company continues to strengthen its process capabilities and is well poised to take advantage of a revival in demand. The price increase in crude oil means that input prices are likely to increase. The continuous rise in employee costs are a matter of concern, and the company is taking steps to increase the level of automation.

CAPITAL STRUCTURE

In view of the decline in sales revenue, the company has maintained prudent control on capital spending. With profits continuing to accrue, the company was able to meet all its repayment obligations and maintain its liquidity position. The debt equity ratio of 0.47 is low by standards prevailing in the industry. However with a drop in revenue, the company''s ratings were revised to A negative (outlook revised from stable) for long term debt and A2 plus for its short term working capital debt by CRISIL.

AWARDS & ACCOLADES

The year under review saw GRP win accolades among its peers. GRP was again the recipient of the CAPEXIL award for Top Export in rubber product panel, the AIRIA award for Top Export in raw material sector, for its export performance. While GRP''s share in the reclaim rubber industry is commendable, these awards were in the entire raw material category signifying GRP''s standing among peers in Carbon Black, Synthetic Rubber, Rubber Process Oil industries too.

A major recognition for GRP was the appointment of its Managing Director, Mr Rajendra Gandhi as the President of the Indian Rubber Manufacturer''s Research Association (IRMRA). This is an honorary appointment by the Government of India under the Ministry of Industries to head the IRMRA for a period of 3 years starting December 2015. The IRMRA is a premier research body of the Rubber Industry supported by the Government of India, under the Ministry of Commerce. We, at GRP are extremely proud of our leader and the appointment serves as an honour not just to him, but also for GRP within the broader rubber industry.

SUBSIDIARIES

Salient features of the financial statements of its Wholly-owned Subsidiary company viz. Grip Polymers Limited, and associate body corporate viz. Gripsurya Recycling LLP, in form AOC-1 are attached herewith. (Annexure 1& 2)

DIRECTORS

Smt. Alpana Parida, who was appointed as an Additional Independent Director on 20^th May 2016, holds the said office till the date of the conclusion of the ensuing 42^nd Annual General Meeting. A notice has been received from a member proposing her candidature for her reappointment as an Independent Director.

Bhagwandas T. Doshi has resigned as Independent Director of the company w.e.f. 20^th May, 2016, to facilitate the reconstitution of the Board of Directors. The Board places on record its appreciation and gratitude for the valuable services rendered by him during his tenure as Director of the company.

In accordance with the provisions of the Companies Act, 2013, Mahesh V. Gandhi, retires by rotation at the ensuing 42^nd Annual General Meeting and being eligible offers himself for reappointment.

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirm that :

(a) in the preparation of the annual accounts for the year ended 31^st March, 2016, the applicable accounting standards have been followed and there had been no material departure;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2016 and of the profit and loss account of the company for the year ended on that date;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

Report on Management Discussion and Analysis and Corporate Governance attached herewith (Annexure 3) form an integral part of this report. The certificate from Auditors of the Company, certifying compliance of the conditions of corporate governance as stipulated in schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the report on corporate governance (Annexure 4).

STATUTORY AUDITORS

A. B. Modi & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, will retire at the ensuing 42^nd Annual General Meeting and are eligible for reappointment. A. B. Modi & Associates has, under Section 139 of the Companies Act, 2013 furnished a certificate of their eligibility for re-appointment.

SECRETARIAL AUDIT REPORT

Chetan R. Shah, Practicing Company Secretary has conducted secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under. His secretarial audit report is attached herewith (Annexure 5).

VIGIL MECHANISM

The Company has established a vigil mechanism and oversees the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairperson of the Audit Committee in exceptional cases. Vigil Mechanism (Whistle Blower) Policy has been hosted by the company on its website. The web link to access the above policy hosted by the company on its website www.grpweb.com is as follows:

http://www.grpweb.com/pdf/VIGIL%20MECHANISM%20(Whistle%20Blower)%20Policy.pdf

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Periodic assessments by functional heads to identify the risk areas are carried out and Management is briefed on the risks to enable the Company to control risks through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

CSR Committee has been constituted by the Board of Directors. The Committee has adopted CSR policy to contribute towards social and economic development of the communities where the Company operates in, and while doing the same, to build a sustainable way of life for all sections of society, with emphasis and focus on education, health care, sustainable livelihood and empowerment of women. The CSR Policy has also been uploaded on the website of the Company. The web link to access the above policy hosted by the company on its website www.grpweb.com is as follows:

http://www.grpweb.com/pdf/Corporate % 20 Social % 20Responsibility% 20 Policy.pdf The Annual Report on CSR activities of the Company is attached herewith (Annexure 6).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, guarantees or investments made under Section 186 is attached herewith (Annexure 7).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year 2015-16, no contracts or arrangements were made with related parties pursuant to Section 188(1) of the Companies Act, 2013, and therefore the particulars in form AOC-2 are not required.

COMPANYâS POLICY RELATING TO PERFORMANCE EVALUATION OF THE BOARD, DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF DUTIES :

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board which is based on:

- Knowledge to perform the role;

- Time and level of participation;

- Performance of duties and level of oversight; and

- Professional conduct and independence;

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is attached herewith (Annexure 8). The Nomination and Remuneration Policy has also been uploaded on the website of the Company. The web link to access the above policy hosted by the company on its website www.grpweb.com is as follows:

http://www.grpweb.com/pdf/NOMINATION%20AND%20REMUNERATION%20POLICY.pdf

POLICY AGAINST SEXUAL HARASSMENT

ANNUAL RETURN

DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year 2015-16.

Information pursuant to Section 197(12) of the Companies Act, 2013

The above information (to the extent applicable) is attached herewith (Annexure 10).

Information pursuant to Section 134 (3)(m) & (q) of the Companies Act, 2013 The above information (to the extent applicable) is attached herewith (Annexure 11).

ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Place : Mumbai Rajendra Gandhi Harsh Gandhi

Date : 20^th May, 2016 Managing Director Executive Director

Mar 31, 2013

To The Members,

The Directors are pleased to present the THIRTY NINTH ANNUAL REPORT & AUDITED ACCOUNTS for the year ended 31st March, 2013.

FINANCIAL RESULTS Year ended 31st March

2013 2012

(Rs. in lakhs) (Rs. in lakhs)

Sales & Other Income 27,659 24,930

Profit before depreciation & tax 2,786 4,532

Depreciation 1,015 687

Profit before tax 1,771 3,845

Provision for tax (net of MAT entitlement) Nil 783

Deferred tax expenditure 596 482

Profit after tax for the year 1,175 2,580

(Short) Provision of earlier year (4) (8)

Brought forward profit 4,561 3,002

Amount available for appropriation 5,732 5,574

Out of which the following appropriations have been made:

Transfer to General Reserve 1,000 500

Interim Dividend Nil 93

Proposed Dividend/Final Dividend 200 213

Proposed Special Dividend Nil 134

Tax on dividend 34 73

Balance carried to Balance Sheet 4498 4,561

5,732 5,574

DIVIDEND

Based on performance of the company for the year under report, the board recommends a dividend of Rs. 15/- per share (150%) for the year ended 31st March, 2013, absorbing a sum of Rs. 200 lakhs. Previous year total dividend was Rs. 33/- per share (330%).

CURRENT PERFORMANCE AND FUTURE OUTLOOK

The financial year 2012-13 was a challenging one for the global as well as the Indian economy. While the world economy grew at 2.3%, the Indian economy grew at a mediocre 5%, and against this backdrop, the company has registered a growth in revenue of 11% for the year ended 31st March, 2013. This muted growth compared with the previous years has been a result of slow down in demand from the international markets, a slow automotive growth in India and low commodity prices. Despite recessionary trends in its major markets of Europe and North America, your company was able to grow export revenues on the back of entry into new geographies and introduction of reclaim rubber into new applications. The export presence of the company contributes 65% share of total revenue and your company''s exports account for a commendable 50% of India''s reclaim rubber exports. The domestic markets are going through a challenging phase, with an overcapacity of tyre production, a not so encouraging growth in the automobile sales and a weak infrastructure sector leading to lower mining activity and consequently lower demand for related products. In these trying circumstances, the company was able to enlarge market share among the organized consumers of reclaim rubber in India and maintain a dominant share overall.

The company''s marginal growth in volume has not mirrored the ability to pass on input price increases through to the customers. With reduction in global prices of natural rubber, synthetic rubber and most other compounding ingredients, there has been considerable pressure on the company to reduce prices. Owing to your company''s standing in the industry and deep customer relationships, the company has been able to ward off price reduction pressures and maintain its price position across all markets. Increase in input costs, on the other hand depressed margins, with raw materials accounting a major portion of total input cost pressure. Alternate uses of end of life tyres for pyrolysis, as fuel in cement industry and for road surfacing have put the supply chain under pressure and continue to reflect in higher prices. Your company has invested in the past in captive power generation plants to meet its energy demand. With Natural Gas prices rising unabated and grid tariffs rising by upto 30% per unit, energy costs have further burdened operating margins. Your company was unable to utilize capacity at its plant in Perundurai (Tamil Nadu) due to unavailability of adequate power resulting in poor efficiencies.

The performance of the company in the industrial polymers business unit continues to inspire confidence for the future and several R&D initiatives undertaken to improve product quality are beginning to bear fruit. Your company hopes to undertake commercial scale operations based on the R&D in the current year to augment the existing capacities of industrial polymers.

The achievements of the company have been acknowledged as follows:-

- The K.M.Philip Gold Medal awarded to Mr. Rajendra Gandhi, Vice Chairman & Managing Director for his outstanding contribution to the growth and development of the Indian Rubber industry

- All India Rubber Industries Association''s Top Export Award in the Raw Material sector

- Industry 2.0''s Green & Sustainable manufacturing Certificate of Achievement to Mr. Harsh Gandhi, Executive Director for the company''s initiatives in building a sustainable supply chain

- Quality Circle Forum of India''s Gold trophy presented to GRP Ankleshwar plant for achievements in 5S across Gujarat state

SUBSIDIARY AND ASSOCIATE

Pursuant to the Central Government notification No: 5/12/2007-CL-III dated 8th February, 2011 issued by Ministry of Corporate Affairs, granting exemption under Section 212 of the Companies Act, 1956 and with the consent of the Board of Directors, the company will not be attaching the annual accounts (Balance Sheet, Profit & Loss account and schedules forming part thereof and other reports) of the subsidiary company viz. Grip Polymers Limited, to the Annual Report of the holding company viz. GRP Ltd., for the financial year ended 31st March, 2013. Any shareholder interested in obtaining copy of audited annual accounts of the subsidiary company for the year ended 31st March, 2013, may write to the Company Secretary at the registered office of the company.

Your company holds 46% of the equity share capital of Alphanso NetSecure Pvt. Ltd. which is its only associate company.

INSURANCE

The properties and insurable assets and interests of your company, like building, plant and machinery, stocks, etc. are adequately insured.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

Management discussion and analysis and the corporate governance form an integral part of this report. The certificate from auditors of the company, certifying compliance of the conditions of corporate governance as stipulated in clause 49 of the listing agreement, is annexed to the report on corporate governance.

DIRECTORS

In accordance with the provisions of the Companies Act,1956, and the Articles of Association, K. M. Philip and Dr.Peter Philip, directors of the company retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirm that:

a) In the preparation of the annual accounts for the year ended 31st March ,2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there has been no material departure.

b) Appropriate accounting policies have been selected and applied consistently, and judgements and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31st March , 2013 and of the profit and loss account and cash flow of the company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

AUDITORS

A. B. Modi & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the company, will retire at the ensuing Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended up to date, the names and the other particulars of the employees are set out in the Annexure to the Directors'' Report. However as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the company excluding the aforesaid information. Any shareholder interested in obtaining such particulars, may write to the Company Secretary at the registered office of the company.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 to the extent applicable are as under :

1. Technology Absorption : Research & Development

During the financial year 2012-13, the company has continued to conduct research and development work for improvement in the quality of its product, development of new applications for its product and for development of high quality specialised reclaim rubber which has resulted in company''s products being accepted in the international market. Company has incurred during the financial year 2012-13, an amount of Rs. 6.73 lakhs on various research & development initiatives.

2. Foreign Exchange Earnings & Outgo Rs. Lacs

Earnings in foreign exchange towards export of goods 16,031

Foreign exchange outgo on account of imports, commission on exports and other expenses 1,207

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the contributions made by employees towards the success of your company. Your Directors are also thankful to the company''s valued customers, bankers, vendors, insurers, regulatory and Government authorities and its shareholders.

For and on behalf of the Board of Directors

Place : Mumbai Kandathil M. Philip

Date : 28th May, 2013 Chairman

Mar 31, 2012

The Directors are pleased to present the THIRTY EIGHTH ANNUAL REPORT & AUDITED ACCOUNTS for the year ended 31st March, 2012.

FINANCIAL RESULTS Year ended 31st March 2012 2011 (Rs Lacs) (Rs Lacs)

Sales & Other Income 24928.38 18965.88

Profit before depreciation & tax 4532.01 3089.20

Depreciation 687.35 512.80

Profit before tax 3844.66 2576.40

Provision for tax 783.00 700.38

Deferred tax expenditure 481.30 114.32

Profit after tax for the year 2580.36 1761.70

(Short) / Excess Provision of income tax (net) (8.20) 0.37

Brought forward profit 3002.50 1898.03

Amount available for appropriation 5574.66 3660.10

Out of which the following appropriations have been made :

Transfer to General Reserve 500.00 300.00

Interim Dividend 93.33 93.33

Proposed Final Dividend 213.33 213.33

Proposed Special Dividend 133.33 0.00

Tax on dividend 73.08 50.94

Balance carried to Balance Sheet 4561.59 3002.50

5574.66 3660.10

DIVIDEND

An interim dividend of Rs. 7/- per share (70%) for the year has been paid in February, 2012. Based on performance of the Company for the year under report, the board recommends a final dividend of Rs. 16/- per share (160 %) for the year ended 31st March, 2012. The Board further recommends a special dividend of Rs. 10/- per share, to commemorate the 100th Birthday of Shri K. M. Philip, Chairman of the Company. With this, the total dividend for the year ended 31st March, 2012 shall be Rs. 33/- per share (330 %) (last year Rs. 23/- per share (230%)), absorbing a sum of Rs. 440/- lacs.

CURRENT PERFORMANCE AND FUTURE OUTLOOK

The business environment remained extremely challenging during the financial year 2011-12, due to the recessionary trends in Europe and weakening demand in the second half of the year. An extremely volatile currency scenario, coupled with depressed prices of virgin rubbers led to substantial swings in margins on a monthly basis. A high industrial inflation mainly on account of energy cost increases, pushed up input costs particularly during the last quarter of the year. On December 30, 2011, there was a major fire at Company's plant located at Akkalkot Road, Solapur, leading to loss of approximately 1000 tons of production. The performance of the company in the industrial polymers and custom die forms business has been steady, yet continues to be promising. Capacity addition in these businesses has been steady and the businesses have become self reliant in the financial year 2011-12. The Directors are pleased to inform that in spite of the difficult times, your Company, based on its intrinsic strength, performed well and the highlights of its performance are as under;

- Sales & other income increased by 31% to Rs. 24,928 lacs

- Exports increased by 26% to Rs. 16,023 lacs

- PBDT increased by 47% to Rs. 4,532 lacs

- Profit before tax increased by 49% to Rs. 3,845 lacs

- Net Profit increased by 46% to Rs. 2,580 lacs

The export presence of the company continues to grow with exports now contributing 67% share of the total sales value of reclaim rubber. While Europe continues to remain in recession mode, the Company has been able to spread its presence in other geographies, thereby continuing to maintain its leadership position across the world. In recognition of its export efforts, Company has continued to receive, during the year, awards from the export promotion council and the trade association. The domestic markets are going through an exciting phase, with new tyre capacity additions by domestic tyre majors and the entry of multinational tyre companies. The anticipated growth in the tyre capacity in India combined with the Company's thrust in new geographies shall ensure that new capacities being commissioned in the current financial year shall find suitable end use.

The Company has set up new plant at Chincholi, Solapur and first phase was fully operational in the financial year 2011-12. Second phase has been partially commissioned during the financial year 2011-12 and will be fully operational in current financial year. With bulk of new tyre capacities being commissioned in South India, the company has also set up new plant at Perundurai, Tamilnadu for the production of reclaim rubber, which started production in March, 2012 and will be fully operational in current financial year. The above two expansions would add approximately 25% more capacity compared to March 2012.

In spite of increased borrowings for new project, the Company has managed its funds well and maintained interest cost at 2% of the turnover.

The Company has taken adequate steps to comply with the various requirements of Corporate Governance.

SUBSIDIARY AND ASSOCIATE

Pursuant to the Central Government notification No: 5/12/2007-CLÃIII dated 8th February, 2011 issued by Ministry of Corporate Affairs, granting exemption under Section 212 of the Companies Act, 1956 and with the consent of the Board of Directors, the company will not be attaching the annual accounts (Balance Sheet, Profit & Loss account and schedules forming part thereof and other reports) of the subsidiary company viz. Grip Polymers Limited, to the Annual Report of the holding company viz. GRP Ltd. for the financial year ended 31st March, 2012. Any shareholder interested in obtaining copy of audited annual accounts of the subsidiary company for the year ended 31st March, 2012, may write to the Company Secretary at the registered office of the company.

Your Company holds 46% of the equity share capital of Alphanso Net Secure Pvt Ltd which is its only associate company. Company has provided for an amount of Rs. 19.96 lacs towards diminution in the value of investment in the shares of this company.

CHANGE IN THE NAME OF THE COMPANY

The Registrar of Companies has approved the change in your Company's name from "Gujarat Reclaim & Rubber Products Ltd" to "GRP Ltd" w.e.f. 21st June, 2012.

INSURANCE

The properties and insurable assets and interests of your company, like building, plant and machinery, stocks, etc. are adequately insured.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Management's discussion and analysis and the corporate governance form an integral part of this report. The certificate from auditors of the company, certifying compliance of the conditions of corporate governance as stipulated in clause 49 of the listing agreement, is annexed to the report on corporate governance.

DIRECTORS

In accordance with the provisions of the Companies Act,1956, and the Articles of Association, M V Gandhi and Nikhil Desai, directors of the company retire by rotation and being eligible offer themselves for reappointment.

CHAIRMAN - K M PHILIP

From an era of starvation of raw material, technology and capital, the industry has come a long way in establishing its credentials globally. Many years ago, when nobody could visualize such a rise in consumption of rubber, our Chairman K M Philip predicted rise of the Indian Rubber Industry to a consumption of 1 million tonnes. He is very rightly and fondly called "The Million Tonne Man" by the industry. His vision and forward outlook continue to guide your Company to achieve many milestones ahead, while celebrating his 100th Birth Day. He is 100 and advises the Company not to get complacent but ready itself to the growing competition by focusing on technology for quality products. The Company, along with all its stakeholders, is wishing the Patriach a happy 100 and a healthy life ahead.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirm that:

a) In the preparation of the annual accounts for the year ended 31st March ,2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there has been no material departure.

b) Appropriate accounting policies have been selected and applied consistently, and judgements and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31st March , 2012 and of the profit and loss account and cash flow of the company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

d) The annual accounts have been prepared on a going concern basis.

AUDITORS

A. B. Modi & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended up to date, the names and the other particulars of the employees are set out in the Annexure to the Directors' Report. However as per the provisions of Section 219(1)(b)(iv) of the Companies Act. 1956, the Report and Accounts are being sent to all the shareholders of the company excluding the aforesaid information. Any shareholder interested in obtaining such particulars, may write to the Company Secretary at the registered office of the company.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 to the extent applicable are as under:

1.Technology Absorption : Research & Development

During the financial year 2011-12, the Company has continued to conduct research and development work for improvement in the quality of its product, development of new applications for its product and for development of high quality specialised reclaim rubber which has resulted in company's products being accepted in the international market. However the expenditure incurred on the same is not significant.

2. Foreign Exchange Earnings & Outgo

Rs. Lacs

Earnings in foreign exchange towards export of goods 14353.38

Foreign exchange outgo on account of imports, 2425.88 commission on exports and other expenses

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the contributions made by employees towards the success of your Company. Your Directors are also thankful to the Company's valued customers, bankers, vendors, insurers, regulatory and Government authorities and its shareholders.

For & on behalf of the Board of Directors

Place: Mumbai Kandathil M. Philip

Date : 28th June, 2012 Chairman

Mar 31, 2011

The Directors are pleased to present the THIRTY SEVENTH ANNUAL REPORT & AUDITED ACCOUNTS for the year ended 31st March, 2011.

FINANCIAL RESULTS Year ended 31st March

2011 2010 (Rs. Lacs) (Rs. Lacs)

Sales & Other Income 18913.72 14395.20

Profit before depreciation & tax 3089.20 2572.44

Depreciation 512.80 436.16

Profit before tax 2576.40 2136.28

Provision for tax 700.38 715.32

Deferred tax expenditure 114.32 40.14

Profit after tax for the year 761.70 1380.82

Excess provision of income tax (net) 0.37 -

Brought forward profit 1898.03 1028.42

Amount available for appropriation 3660.10 2409.24

Out of which the following appropriations have been made:

Transfer to General Reserve 300.00 200.00

Interim Dividend 93.33 66.67

Proposed Dividend 213.33 199.99

Tax on dividend 50.94 44.55

Balance carried to Balance Sheet 3002.50 1898.03

3660.10 2409.24

DIVIDEND

An interim dividend of Rs.7/- per share (70%) for the year has been paid in March, 2011. Based on performance of the Company for the year under report, the Board recommends a final dividend of Rs.16/- per share (160%) for the year ended 31st March, 2011. With this, the total dividend for the year ended 31st March, 2011 shall be Rs.23/- per share (230%) (last year Rs.20/- per share (200%)), absorbing a sum of Rs.306.66 lacs.

CURRENT PERFORMANCE AND FUTURE OUTLOOK

Your Company has consistently pursued its growth strategy during financial year 2010-11 and has achieved turnover (net) of Rs. 18,446 lacs which grew by 31% against Rs. 14,067 lacs of the previous year.

Profit after tax increased by 28% from Rs.1,381 lacs in previous year to Rs.1,762 lacs in current year.

The export presence of the company continues to grow with exports contributing a record 69% share in the total sale value of reclaim rubber. In recognition of its export efforts, company has continued to receive during the year awards from export promotion council and trade association.

The Company is expanding its operations by setting up plants at new locations and by balancing of machineries at existing locations. This will enable the Company to cater to the increased demands of existing customers as well as to take the benefit of expanding markets both domestic and global.

In spite of increased borrowings for new project, the Company has managed its funds well and has maintained interest cost at 1% of the turnover.

The Company has taken adequate steps to comply with the various requirements of the Corporate Governance.

SUBSIDIARY AND ASSOCIATE

Pursuant to the Central.Government notification No: 5/12/2007-CLÃIII dated 8th February, 2011 issued by Ministry of Corporate Affairs, granting exemption under Section 212 of the Companies Act, 1956 and with the consent of the Board of Directors, the Company will not be attaching the annual accounts (Balance Sheet, Profit & Loss account - and schedules forming part thereof and other reports) of the subsidiary company viz. Grip Polymers Limited, to the Annual Report of the holding company viz. Gujarat Reclaim & Rubber Products Ltd. for the financial year ended 31st

March, 2011 onwards till the aforesaid notification is effective. Any shareholder interested in obtaining copy of audited annual accounts of the subsidiary company for the year ended 31st March, 2011, may write to the Company Secretary at the Registered Office of the Company.

Your Company holds 46% of the equity share capital of Alphanso Net Secure Pvt. Ltd., which is its only associate company. Companys share of investment in the said company is valued as per AS 23 on Accounting for Investments in Associates in Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, and appropriate disclosure made in the Consolidated Financial Statements for the year ended 31 st March, 2011.

INSURANCE

The properties and insurable assets and interests of your Company, like building, plant and machinery, stocks, etc. are adequately insured. Risk management continues to be a prime focus of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Managements Discussion and Analysis and the Corporate Governance form an integral part of this report. The Certificate from auditors of the Company, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is annexed to the Report on Corporate Governance.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association, B. T. Doshi and Atul Desai, Directors of the Company retire by rotation and being eligible offer themselves for reappointment.

Rajeev Pandia was appointed as an Additional Director of the Company on 13th November, 2010, under Article 138 of the Articles of Association of the Company. As per the provisions of Section 260 of the Companies Act, 1956, Rajeev Pandia holds office as a Director of the Company up to the date of the ensuing Annual General Meeting of the Company. Notice has been received from a shareholder under Section 257 of the Companies Act, 1956, proposing at the ensuing Annual General Meeting, appointment of Rajeev Pandia as a Director of the Company, liable to retire by rotation.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

b) Appropriate accounting policies have been selected and applied consistently, and judgements and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31st March, 2011 and of the profit and loss account and cash flow of the company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

AUDITORS

A. B. Modi & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217 (2A) of the Companies Act, 1956, read with Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended up to date, the names and the other particulars of the employees are set out in the Annexure to the Directors Report. However as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered office of the Company.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of

Particulars in the Report of Board of Directors) Rules, 1988 to the extent applicable are as under:

1. Technology Absorption : Research & Development

During the current year the Company has continued to conduct research and development work for improvement in the quality of its product, development of new applications for its product and for development of high quality specialised reclaim rubber which has resulted in companys products being accepted in the international market. However the expenditure incurred on the same is not significant.

2. Foreign Exchange Earnings & Outgo

Rs. Lacs

Earnings in foreign exchange towards export of goods 11363.64

Foreign exchange outgo on account of imports, commission on exports and other expenses 954.10

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the contributions made by employees towards the success of your Company. Your Directors are also thankful to the Companys valued customers, bankers, vendors, regulatory and Government authorities and its shareholders.

For & on behalf of the Board of Directors

Kandathil M. Philip Chairman

Place : Mumbai Date : 12th May, 2011

Mar 31, 2010

The Directors are pleased to present the THIRTYSIXTH ANNUAL REPORT & AUDITED ACCOUNTS for the year ended 31st March, 2010.

FINANCIAL RESULTS Year ended 31ST March

2010 2009 (Rs. Lacs) (Rs. Lacs)

Sales & Other Income 14413.20 13321.89

Profit before depreciation & tax 2572.44 2489.16

Depreciation 436.16 395.97

Impairment of Assets written off -- 1.54

Profit before tax 2136.28 2091.65

Provision for tax 715.32 720.25

Deferred tax expenditure 40.14 7.37

Provision for Fringe Benefit tax -- 10.00

Profit after tax for the year 1380.82 1354.03

(Short) / Excess Provision of income tax (net) -- (3.00)

Brought forward profit 1028.42 1977.17

Amount available for appropriation 2409.24 3328.20

Out of which the following appropriations have been made:

Year ended 31st March

2010 2009 (Rs. Lacs) (Rs. Lacs)

Transfer to General Reserve 200.00 2026.79

Interim Dividend 66.67 66.67

Proposed Dividend 199.99 166.67

Tax on dividend 44.55 39.65

Balance carried to Balance Sheet 1898.03 1028.42

2409.24 3328.20

DIVIDEND

An interim dividend of Rs.5/- per share (50%) for the year has been paid in February, 2010. Based on performance of the Company for the year under report, the board recommends a final dividend of Rs.15/- per share (150%) for the year ended 31st March, 2010. With this, the total dividend for the year ended 31st March, 2010 shall be Rs.20/- per share (200%) [last year Rs. 17.50/- per share (175%)], absorbing a sum of Rs.266.66 lacs.

CURRENT PERFORMANCE AND FUTURE OUTLOOK

Turnover (net) of your Company grew by 9% closing the year at Rs.14,067 lacs against Rs.12,930 lacs of the previous year.

Profit after tax however increased only by 2% from Rs. 1,354 lacs in previous year to Rs. 1,381 lacs in current year reflecting some increase in pricing pressures in the first half of the year.

The export presence of the company continue to grow with exports contributing to 57% share in the total sale value. In recognition of its export efforts, company has continued to receive during the year awards from export promotion council and trade association.

The global economic and financial crisis which started in 2008-09, continued to affect the Companys performance in the first quarter of 2009-10. However, the situation improved towards the end of the first quarter of the year and due to the increased domestic sales and effective cost management steps, the Company was back on the positive growth path.

In the financial year 2010-11, your Company is expanding its operations and setting up new plants to take advantage of existing increased as well as fresh new demands of customers. This, coupled with the balancing of machineries at existing locations will enhance Companys growth.

The Company has cautiously utilised borrowing limits during the year, as a result, the interest cost remained at 1% of the turnover.

The Company has taken adequate steps to comply with the various requirements of the Corporate Governance. SUBSIDIARY AND ASSOCIATE

Financial results of Grip Polymers Ltd., a subsidiary company together with the statement pursuant to Section 212 of the Companies Act, 1956 are attached to this report.

Your Company holds 46% of the equity share capital of Alphanso NetSecure Pvt. Ltd., which is its only associate company. Companys share of investment in the said company is valued as per AS 23 on Accounting for Investments in Associates in Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, and appropriate disclosure made in the Consolidated Financial Statements for the year ended 31-03-2010.

INSURANCE

The properties and insurable assets and interests of your Company, like building, plant and machinery, stocks, etc. are adequately insured.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Managements Discussion and Analysis and the Corporate Governance form an integral part of this report. The Certificate from auditors of the Company, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is annexed to the Report on Corporate Governance.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association, K M Phillip and Dr. Peter Phillip, directors of the Company retire by rotation and being eligible offer themselves for reappointment.

DIRECTORSRESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure,

b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2010 and the profit and loss account of the company for the year ended on that date,

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

d) The Directors have prepared the annual accounts on a going concern basis. AUDITORS

A. B. Modi & Associates, Chartered Accountants, Mumbai, who are the auditors, retire and are eligible for reappointment.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended up to date, the names and the other particulars of the employees are set out in theAnnexure to the Directors Report. However as per the provisions of Section 219(1)(b)(iv)of the Companies Act, 1956 the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered office of the Company.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 to the extent applicable are as under:

1. Technology Absorption: Research & Development

During the current year the Company has continued to conduct some research and development work for improvement in the quality of its product, development of new applications for its product and for development of high quality specialised reclaim rubber which has resulted in companys products being accepted in the international market. However the expenditure incurred on the same is not significant.

2. Foreign Exchange Earnings & Outgo

Rs. Lacs

Earnings in foreign exchange towards export of goods 7480.84

Foreign exchange outgo on account of imports, commission on

exports and other expenses 462.24

APPRECIATION

Your Directors place on record their sincere appreciation of the customers, suppliers, bankers, various Government Departments and shareholders for their support and encouragement. Your Directors are also deeply touched by the efforts, sincerity and loyalty displayed by the employees without whom the growth of the Company is unattainable. Your Directors seek and look forward to the same support during the future years of growth.

For & on behalf of the Board of Directors

Place : Mumbai Kandathil M. Philip

Date : 20th May, 2010 Chairman

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article