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Directors Report of GRP Ltd.

Mar 31, 2016

Directors’ Report to the Members,

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

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. 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 20th May 2016, holds the said office till the date of the conclusion of the ensuing 42nd 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. 20th 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 42nd Annual General Meeting and being eligible offers himself for reappointment.

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.

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 31st 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 31st March, 2016 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 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 42nd 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.

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 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 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.

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

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 2015-16.

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 9).

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

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 : 20th 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-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, 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-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. 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

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