Your Directors are pleased to present the FORTY NINTH Annual Report on the
affairs of the Company together with the Audited Accounts of the Company for the year
ended 31st March, 2023.
| Standalone Financial Results |
Year ended 31 st March |
|
2023 |
2022 |
| Particulars |
|
|
|
( In lakhs) |
( In lakhs) |
| Sales & Other Income |
45,612 |
38,927 |
| EBITDA |
3,041 |
2,421 |
| Profit before tax and exceptional items |
1,157 |
745 |
| Tax Expenses |
134 |
166 |
| Profit after tax for the year (a) |
1023 |
578 |
| Total comprehensive income |
851 |
498 |
| Balance of Profit/Loss for earlier years (b) |
7,223 |
6,744 |
| Add: Remeasurement gain/(loss) of defined benefit plans (c) |
-50 |
-66 |
| Less: Dividend paid on Equity Shares (d) |
120 |
33 |
| Balance carried forward (a+b+c-d) |
8,076 |
7,223 |
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 17/- per equity share (170%)
of the face value of 10/- each for the year ended 31st March, 2023. [Previous year
dividend was 9.00 per share (90%)].
FINANCIAL RESULTS, PERFORMANCE AND FUTURE OUTLOOK
The financial year gone by has been mostly 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 45,612 lakhs in the fiscal year 2022-23 compared to 38,927 lakhs in the
previous year, representing a growth of 17%. This growth was on account of a 4% growth in
volume and a significant growth of 16% in value. The Reclaim Rubber (RR) business grew by
15% in revenues, the Engineering Plastics (EP) business growth was at 56%, the CDF
business unit exhibited a 33% growth while the Rubber Composite (RC) business shrunk by
30% over its previous year on account of challenges its customer faced during the year.
Profit after tax for the year as a result grew by 77% to 1,023 lakhs over the previous
year compared to 578 lakhs in the previous year.
The increased focus on sustainable materials coupled with continued geopolitical
tensions during the year led to a flat volume sales of RR. The growth in volume from RR
was mainly in the domestic markets with tyre companies leading the growth, however the
demand from international customers reduced on account of economic slow downs in Europe,
North America and Latin America.
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. While the volume growth was muted, your company was successfully able to
seek improved pricing for its product from the domestic customers and benefited from the
currency depreciation of the INR against major currencies. However, the large portion of
the volume & price benefit was offset by continued pressure of ocean freight costs
(for the Q1-Q3) and other input cost increases linked to oil, energy & wage inflation.
The performance of the EP has been impressive and plans of erstwhile years seems to now
fructify. With several customer approvals in automotive, electrical and compounding
industries, the overall non-RR business witnessed doubling of revenue, with EP leading the
way with a 56% growth. A slowdown in the RC business is on account of high ocean freights,
with the business coming to a standstill for the last 6 months in the year gone by. The
revival of the business is underway and your company remains hopeful for growth prospects
in this area.
A fire at the plant producing engineering plastic compounds and RC in February this
year caused significant damage to property and plant in. At GRP, we prioritize safety of
the workforce and the surrounding communities and our dedicated team of trained
professionals through swift response ensured the spread was contained without causing any
casualties or loss of life. The fire on account of an electrical accident, caused a loss
in revenue for the EP & RC business to the tune of 5 crore.
During the year under review, your company has made investments in a wholly owned
subsidiary (WOS) for manufacturing of recycled Polyolefins to leverage the introduction of
Extended Producer Responsibility (EPR) in the Plastics sector, has during the year
commissioned its facility in Dahej for manufacturing semi-processed materials from end of
life tyres to feed its plants in Ankleshwar & Panoli, invested in land adjoining its
factory in Solapur for producing semi-processed rubber for its RR business & fibre for
its Engineering Plastic business. Your company also divested its facility in Perundurai
with an intent to consolidate and invest for future growth in its operations across
Maharashtra & Gujarat. In line with the companys focus on its core business of
sustainable materials manufacturing, a divestment in its joint venture Marangoni GRP
Private Limited and subsidiary Grip Polymers Limited was also undertaken during the year.
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, financialposition of the Company
which have occurred affecting the between the end of the financial year of the Company to
which the financial statements relate and the date of the
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 Companys share capital during the year under review. The
Companys 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 BBB+/Stable |
This rating is as on April 13, 2023. |
|
Short Term Bank Facilities |
CRISIL A2 |
|
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the financial year 2022-23,Companytransferred 87,716.25/- of Unclaimed
Dividend and 525 corresponding Equity Shares to Investor Education and Protection
Fund(IEPF). As on 31st March, 2023 there are 5,425 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. Ms. Jyoti Sancheti, Company Secretary of the Company is appointed as a 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 |
Total Dividend |
Unclaimed Dividend as |
To be transferred to |
|
Dividend |
(in ) |
on 31.03.2023 (in ) |
IEPF latest by |
| 2015-16 |
21.09.2016 |
1,33,33,330 |
1,19,210 |
24.11.2023 |
| 2016-17 |
10.08.2017 |
1,33,33,330 |
1,28,640 |
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 |
25.10.2026 |
| 2019-20 |
20.02.2020 (Interim Dividend) |
73,33,332 |
42,476.50 |
24.04.2027 |
| 2020-21 |
12.08.2021 |
33,33,333 |
19,937.50 |
15.10.2028 |
| 2021-22 |
22.08.2022 |
1,19,99,997 |
84,935.63 |
25.10.2029 |
SUBSIDIARIES
Salient features of the financialstatements 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).
The Company has incorporated GRP Circular Solutions Limited, wholly owned subsidiary on
3rd August, 2022, whereas the Company disposed its shares from i. Grip Polymers Limited,
wholly owned subsidiary on 21st March, 2023 and ii. Marangoni GRP Private Limited, Joint
Venture Associate Company on 20th July, 2022
DIRECTORS
Alpana Parida resigned as an Independent Director of the Company w.e.f. 1st July, 2022.
Dr. Peter Philip and Mahesh V. Gandhi retired by rotation as directors of the company
at the conclusion of the companys annual general meeting held on 22nd August,
2022 and did not seek reappointment. This is in line with the Boards policy on retirement
for directors at the age of 75 and with an intent to infuse young talent on the board to
drive its long term commitment to a sustainable future.
Saurabh Shah was re-appointed for the second consecutive term of five years from 12th
September, 2022 to 11th September, 2027. The Board is of the opinion that the
overall performance of Saurabh S. Shah is satisfactory and conducive to the growth and
progress of the company. He has the requisite skills and capabilities for effective
execution of his role and responsibilities as an Independent Director. His continued
association would be of immense benefit to the Company and it is therefore desirable to
continue to avail the services of Saurabh S. Shah as an Independent Director.
Anshul Mittal was appointed as an Additional Director (Independent) of the Company on
22nd August, 2022 and whose appointment as an Independent Director of the Company approved
by the shareholders on 19th October, 2022 through postal ballot. The Board is
of the opinion that his skills, capabilities and expertise in the area of Strategy,
Project Operations and International Business shall be useful for effective execution of
his role and responsibilities as an Independent Director.
Vivek Asrani was appointed as an Additional Director (Independent) of the Company on
22nd August, 2022 and whose appointment as an Independent Director of the Company approved
by the shareholders on 19th October, 2022 through postal ballot. The Board is
of the opinion that his skills, capabilities and expertise in the area of Strategy, Human
Resource and Social Entrepreneurship shall be useful for effective execution of his role
and responsibilities as an Independent Director.
Hemal Gandhi was appointed as an Additional Director (Executive) of the Company on 22nd
August, 2022 and whose appointment as an Executive Director of the Company approved by the
shareholders on 19th October, 2022 through postal ballot. The Board is of the opinion that
she has skills, capabilities and expertise in the area of Branding and Communication,
Human Resource and Social Entrepreneurship shall be useful for the effective execution of
her role and responsibilities as an Executive Director.
In accordance with the provisions of the Companies Act, 2013, Rajendra V. Gandhi
retires by rotation at the ensuing 49th 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 and Regulation 16(1)(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. All the Independent Directors
have also confirmed that they 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 1 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 1, 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 31st March, 2023, 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
31st March, 2023 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.
KEY MANAGERIAL PERSONNEL (KMP)
Jyoti Sancheti was appointed as a Company Secretary of the company w.e.f. 8th June,
2022.
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 inthisannualreport,including of the
Company, certifying compliance of the conditions of corporate thecertificate governance as
stipulated in schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Annexure 4).
Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future.
There is no significant and material order passed by the regulators or courts or
tribunals during the financial impacts the going concern status and companys operations
in future.
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
22nd 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.
COST AUDITORS
At the recommendation of the Audit Committee, the Board of Directors at its meeting
held on 16th May, 2022 has approved the appointment of M/s. Kishore Bhatia &
Associates (Firm Registration No.00294), Cost Accountants, as the Cost Auditors to
conduct the audit of the cost records of the Company for the financial year 2022-23 on a
remuneration of 2.00 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 2022-23.
Further, the Board of Directors at its meeting held on 27th May, 2023 has reappointed
M/s. Kishore Bhatia & Associates (Firm Registration No.00294), Cost Accountants, as
the Cost Auditors to conduct the audit of the cost records of the Company for the
financial year 2023-24 on a remuneration of 2.30 lakhs p.a. plus out of pocket expenses
and taxes.
The payment of the aforesaid remuneration for the financial year 2023-24 will have to
be ratified by the shareholders at the ensuing 49th Annual General meeting of
the Company.
SECRETARIAL AUDIT REPORT
CS Khyati Vejani (Shah), proprietor of M/s. KGS & Company, Practicing Company
Secretary (C.P. No.18549) has conducted secretarial audit for the financial year 2022-23
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 27th May, 2023 has appointed CS
Khyati Vejani (Shah), proprietor of M/s. KGS & Company, Practicing Company Secretary
(C.P. No.18549), as the Secretarial Auditor of the Company for the financial year 2023-24.
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://www.grpweb.com/pdf/Vigil%20Mechanism%20(Whistle%20Blower)%20Policy.pd.
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-Responsibility-Policy-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 31st
March, 2023 are given in Note 3 and 44 to the financial statements of your company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES entered into
related party transactions, which were on an arms length basis and in the
Duringthefinancial ordinary course of business. There were no material transactions with
any related party as defined under Section 188 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. 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 31st March, 2023 are given in Note 38 to the financial statements of
your company.
COMPANYS 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.
The web link to access the Companys 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://www.grpweb.com/pdf/Nomination-and-Remuneration-Policy-9.2.2023.pdf
REMUNERATION RECEIVED BY MANAGING/WHOLE TIME DIRECTOR FROM HOLDING OR 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 forcorporateinsolvencyresolutionprocess,by financialor
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 31st March,
2023 : (a) Number of complaints pending at the beginning of the year - Nil (b) Number of
complaints received during the year - Two (c) Number of complaints disposed of during the
year - Two (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: 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 Gandhi |
Harsh Gandhi |
| Date : 27th May, 2023 |
Managing Director |
Joint Managing Director |
+91-9892691696
