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GRP Ltd.

BSE: 509152 Sector: Others
NSE: GRPLTD ISIN Code: INE137I01015
BSE 11:27 | 25 Jan 1470.00 -3.25
(-0.22%)
OPEN

1453.65

HIGH

1520.00

LOW

1430.00

NSE 11:19 | 25 Jan 1460.20 -18.60
(-1.26%)
OPEN

1475.00

HIGH

1525.00

LOW

1446.60

OPEN 1453.65
PREVIOUS CLOSE 1473.25
VOLUME 539
52-Week high 1600.60
52-Week low 724.00
P/E 21.60
Mkt Cap.(Rs cr) 196
Buy Price 1460.05
Buy Qty 1.00
Sell Price 1470.00
Sell Qty 17.00
OPEN 1453.65
CLOSE 1473.25
VOLUME 539
52-Week high 1600.60
52-Week low 724.00
P/E 21.60
Mkt Cap.(Rs cr) 196
Buy Price 1460.05
Buy Qty 1.00
Sell Price 1470.00
Sell Qty 17.00

GRP Ltd. (GRPLTD) - Director Report

Company director report

Your Directors are pleased to present the FORTY SEVENTH ANNUAL REPORT& AUDITED ACCOUNTS for the year ended 31st March 2021.

Standalone Financial Results

Year ended 31st March

Particulars 2021 (Rs. In lakhs) 2020 (Rs. In lakhs)
Sales & Other Income 28134 34930
EBITDA 1856 1937
Profit before tax and exceptional items 68 (225)
Tax Expenses (96) (525)
Profit after tax for the year 164 300
Total comprehensive income 434 (38)
EPS:
Basic (Rs.) 12.27 22.49
Diluted (Rs.) 12.27 22.49

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

DIVIDEND

Based on performance of the Company for the year under the report andkeeping in line with its dividend pay-out policy the Board recommends a dividend ofRs.2.50 per equity share (25%) of the face value of Rs.10 each for the year ended 31stMarch 2021. [Previous year dividend was Rs.5.50 per share (55%)].

FINANCIAL RESULTS PERFORMANCE AND FUTURE OUTLOOK

The financial year gone by has been one of the most challenging yearsyour company has faced. Beginning March of 2020 when the COVID pandemic forced the worldinto a lockdown businesses across the world focused on survival. In the backdrop of ahuman tragedy at a global scale and a near shut down of operations in the first 4 monthsof the fiscal your company delivered a revenue of Rs 28134 lakh in the fiscal year2020-21 compared to Rs 34930 lakh in the previous year a drop of 20%. This was mostlydue to a 21% drop in volume of Reclaim Rubber sales. The silver lining in the performancehas been the growth in revenue from the nonReclaim Rubber business by 23% from Rs 1660lakh to Rs 2052 lakh and a return to profit after tax of Rs 164 lakh compared to Rs 300lakh in the previous year.

As the year progressed and normalcy returned in the economic activityyour company focused on improving margins through a combination of improved customer mixfocus on product portfolio rationalization of workforce and consolidation of operationsby temporary shutdown of a manufacturing site. As part of its commitment to sustainablesolutions your company has focused on improving its share of wallet at key customeraccounts resulting in an overall improvement in domestic market share and increase inshare of exports of Reclaim Rubber. The rise in commodity prices provided an opportunityto increase price of our products thereby resulting in margin improvement in the secondhalf of the financial year.

The performance of the Other businesses has been encouraging. Yourcompany's Engineering Plastics business has gained product approvals from several reputedcustomers in the Automotive Furniture Electrical applications and has successfullycommissioned additional production lines during the year under review. By the end of thefiscal year it had an order book to cover the capacity addition for the year. The PolymerComposite business has grown volumes during the year under review and with a recovery inNorth American transportation markets is poised to continue its growth in the currentfiscal. The Other Business segments have strong interdependencies and have potential forlong term partnership with brand owners and material manufacturers which should yourcompany in reducing its concentration risk.

Your company's efforts at reducing manpower deployment have yieldedpositive results in the year under review and we continue ongoing efforts at processautomation and digitization to bring long term value.

SUBSIDIARIES

Salient features of the financial statements of its Wholly-ownedSubsidiary company viz. Grip Polymers Limited subsidiary body corporate viz. GripsuryaRecycling LLP and joint venture company viz. Marangoni GRP Pvt. Ltd. in form AOC-1 areattached herewith. (Annexure 1).

DIRECTORS

The Members through postal ballot process approved reappointment ofAlpana Panda as an Independent Director of the Company to hold office for a secondconsecutive term of 5 years with effect from 20th May 2021 to 19th May 2026.

In accordance with the provisions of the Companies Act 2013 RajendraV. Gandhi and Harsh Gandhi retire by rotation at the ensuing 47th Annual General Meetingand being eligible offers themselves for reappointment.

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards have been followed and there had been nomaterial departure;

(b) the Directors had selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company as at 31st March 2021and 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 themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

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

(e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

(f) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

KEY MANAGERIAL PERSONNEL (KMP)

There is no change in the office of KMPs.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

Report on Management Discussion and Analysis (Annexure 2) andReport on Corporate Governance (Annexure 3) are set out in this annual reportincluding the certificate from Auditors of the Company certifying compliance of theconditions of corporate governance as stipulated in schedule V to SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (Annexure 4).

STATUTORY AUDITORS

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

COST AUDITORS

At the recommendation of the Audit Committee the Board of Directorshas approved the appointment of M/s Jitendrakumar & Associates Cost Accountants asthe Cost Auditor's to conduct the audit of the cost records of the Company for thefinancial year 2020-21.

The Company has maintained the cost accounting records under section148 of the Companies Act 2013 for the financial year 2020-21.

SECRETARIAL AUDIT REPORT

Khyati Shah Practicing Company Secretary (C.P. No.18549) has conductedsecretarial audit for the financial year 2020-21 pursuant to the provisions of Section 204of the Companies Act 2013 and the Rules made thereunder. Her secretarial audit report isattached herewith (Annexure 5).

VIGIL MECHANISM

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

http://www.grpweb.com/pdf/Vigil%20Mechanism%20(Whistle%20Blower)%20Policv.pdf

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Periodic assessments by functional heads to identify the risk areas arecarried out and Management is briefed on the risks to enable the Company to control risksthrough a properly defined plan. The risks are classified as Strategic risks operationalrisks market risks people risk and financial risks. The risks are taken into accountwhile preparing the annual business plan for the year. The Board is also periodicallyinformed of the business risks and the actions taken to manage it.

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

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

https://www.grpweb.com/pdf/Corporate%20Social%20Responsibilitv%20%20Policv-2020.pdf

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

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

The particulars of Loans guarantees or investments made under Section186 as on 31st March 2020 are given in Note 3 and 41 to the financial statements of yourcompany.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year your company entered into related partytransactions 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 ofthe Act read with the Companies (Meetings of Board and its Powers) Rules 2014. Allrelated party transactions were approved by the Audit Committee of your company.

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

The details of contracts and arrangement with related parties of yourcompany for the financial year ended 31st March 2021 is given in Note 35 to the financialstatements of your company.

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

The Nomination and Remuneration Committee has laid down the criteriafor 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 allthe Directors on the set of questions developed by them which brought out the keyattributes of the Directors quality of interactions among them and its effectiveness. TheBoard is collectively of the opinion that the overall performance of the Board Committeesthereof and the individual Directors is satisfactory and conducive to the growth andprogress of the Company.

The web link to access the Company's Policy relating to appointment ofDirectors payment of Managerial remuneration Directors' qualifications positiveattributes independence of Directors and other related matters as provided under Section178(3) of the Companies Act 2013 hosted by the company on its website www.grpweb.com isas follows:

http7/www.grpweb.com/pdf/Nomination%20&%20Remuneration%20Policy.pdf

POLICY AGAINST SEXUAL HARASSMENT

The Company has in place Policy for prevention of sexual harassment atworkplace 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 toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The following is asummary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year - Nil
(b) Number of complaints received during the year - Nil
(c) Number of complaints disposed off 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 Chapter V of theAct.

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

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

INFORMATION PURSUANT TO SECTION 134 (3)(m) & (q) OF THE COMPANIESACT 2013

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

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contributionmade and support provided to the Company by the shareholders employees bankerssuppliers and customers.

For and on behalf of the Board of Directors

Place :Mumbai Date :21st May 2021 Rajendra Gandhi Managing Director Harsh Gandhi Joint Managing Director

.