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

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 company’s 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 company’s 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 didn’t 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 IPP’s, 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 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

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.

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, 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 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 31st March, 2018 is given in Note 39 to the 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 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 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