RAISING THE BAR TO IMPACT POSITIVE Rp» IMPACT POSITIVE GRP LIMITED ANNUAL REPORT 2014-15GRP's Sustainability Mantra Don't engage in grand, heroic actions to participate in the process of change Small acts, when multiplied Loy Mall Cela Melamed can transform the world! wwwerpweb.com GRPP issats | GRPD IL IGRPBEETenGRP LIMITED GRP» IMPACT POSTIVE Significant Financial Indicators For Last Five Years (in lakhs) Years ended 31st March 2011 | 2012 | 2013 | 2014 | 2015 Total Income 19,103 | 25,303 | 28,134 | 31,199 | 34,638 Operating Profit 3,089 | 4,532 | 2,786] 3,021] 2,574 Profit After Tax 1,762 | 2580] 1,175] 1,082 887 Net Worth 7,631 8,790 9,960 | 10,559 | 11,247 Borrowed Funds 4,042 7,628 9,027 8,498 6,722 Fixed Assets (Gross) 9,929 | 14,370 | 18,443 | 19,360 | 20,140 Net Current Assets. 3,704 | 5,422 | 1,174 755 500 Book Value Per Share (%) 505 659 747 792 B44 Earning Per Share (2) 132.16 | 192.91 | 87.79] 81.20] 66.51 Dividend (%) 230 330 150 160 | 112.50 Ratios: Debt Equity 0.34 0.61 0.75 0.66 0.47 Operating Profit To Sales 17% 19% 10% 10% 8% Interest Coverage 7 13 4 5 6GRP LIMITED GRP» IMPACT POSITIVE Regd. Office: Plot No.8, G.I.D.C. Estate, Ankleshwar — 393 002 Dist. Bharuch (Gujarat) BOARD OF DIRECTORS Kandathil M.Philip, Chairman (Emeritus) Rajendra V. Gandhi, Managing Director Mahesh V. Gandhi Dr.Peter Philip Bhagwandas T. Doshi Rajeev M. Pandia Harsh R.Gandhi, Executive Director Apurva R, Shah (me.f. 4th February, 2015) Nayna R. Gandhi (je. 30th May, 2015) Atul S. Desai (up to 4th February, 2015) Nikhil M. Desai (up to 4th February, 2015) AUDITORS A.BModi & Associates Chartered Accountants Mumbai BANKERS HDFC Bank Ltd., & Citibank WORKS Ankleshwar & Panoli (Gujarat), Akkalkot Road & Chincholi Solapur (Maharashtra), Perundurai (Tamilnadu) CORPORATE OFFICE. 510, ‘A Wing, Kohinoor City Commercial |, Kirol Road, Of.L.B.S. Marg, Kurla (W), Mumbai — 400 070. SHARES LISTED ON Bombay Stock Exchange Ltd. National Stock Exchange of India Ltd, REGISTRAR & TRANSFER —_ Universal Capital Securities Pvt.Ltd. AGENTS 21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (East), Mumbai — 400 093. ISIN No. INE137101015 E-mail investor relations@grpweb com Web Sito www.grpweb.comGRP LIMITED GRP» IMPACT POSITIVE GIN :1.261916)1974PLC002565, Registered Office: Plot No.8, GIDG Estate, Ankieshwar- 393 002 Dist. Bharuch, Guava. Tel No.: 022 67082500 / 2600, Fax : 022 67082598 ‘e-mail id invastorrelations@grpweb.com, website:www.grpweb.com NOTICE NOTICE is hereby given that the FORTY FIRST ANNUAL GENERAL MEETING of the Membe's of GRP LIMITED wil be held at the Registered Ottice of tne Company at Plot No.8, GIDC Estate, Ankleshwar - 383 002, Dist. Bharuch, Gujarat State on Monday, 27th July, 2045at 12.30p.m. fo ransact he following business Ordinary Business: 41. a) Toconsider and acopt he audited financial statement ofthe company forthe financial year ended 31stMarch, 2015, the Reports of the Beard of Directors and Auditorsthoroon +) To consider and adopt the audited consolidated fnancialstatementofthe company forthe financialyeer ended 31st March, 2015. 2. Todeclare dividendon equity sharestfor the financial year2014-15, 3. Toappointa cirectorin place of Harsh R. Gandhi, who retires by ration ard being eligible, offors himselforre-appointmert, 4. To reappoint M's.A.B Modi & Associates. Chartered Accountants, the retiring auditors of the company as Auditors, who shalt hold Cffice from the conclusion ofthis Annual General Meeting unti the conclusion of the next Annual General mestng and to authorize Board of Directors tofxtheirrermuneralion Special Business: 5, To considerandifthoughtfit to pass withor without modification, the fllowing asan Ordinary Resolution: “RESOLVED THAT Smt. Nayna R. Gandhi (DIN:00166499), who was appointed as an Additional Director of the Company with affect from 30th May, 2015 by the Beard of Directors pursuant to Section 161 of the Companies Act, 2013 (ha Act") and who holds office as such upto the date ofthis Annual General Meeting and who has submitted = declaration that she is eligible for appointment and in respect of whom the Company has received a noice in writing under Section 160 of the Act, from a Member proposingher cancidature forthe office of Director, be endis hereby appointedas a Director of the Company, liable toreteby rotation.” 6. Toconsiderand ifthoughtfit, to passwith or without modifeation(s),the folowingas @ Special Resolution: “RESOLVED THAT pursuantto the provisions of Sections 196, 197. 203 and any other applicable provisions of the Comparies Act. 2013andtherules made thereunder (including any statutory mocification(s} or enactment thereof for the tme being in force), read with Schedule V of the Compenies Act 2013 and subject to such sanctions as may be necessery, the consent of the Company be and {s hereby accorded othe reappointmentot Harsh R. Gandhi (DIN:00133091}), as a Whole-time Drector oftne Compary designated as ‘an Executive Director” for a period of three years effective irom 16th June, 2015, on the terms and conditions of appointment and remuneration 2s set out in the agreement to be entered into between the company and Harsh R. Gandhi and provided in the explanatory statement annexed tothe natce. “RESOLVED FURTHER THAT the Board of Drectors ofthe company be and 's hereby authorized to vary increase the remuneration 28 aforosaid to the extent the Nomination and Remuneration Committae and / the Board of Directors may consider appropriate, provided however, that the remuneration payable to Harsh R. Gandhi, Executive Director shall de within the limits st outin thet behalf In Me said Act including Schedule V to tie Act or any amendments thereio or any modiicatons or siatutory re-enaciment(s) thereof and/or any Rules or Regulations framed ereunce, andthe tems of he sad agroomentshalbe sutaby medifedto ave efecto ‘such tiation cr increase, as he case maybe.” “RESOLVED FURTHER THAT during the curtency of he tenure of Harsh R. Gandhi, Executive Drector, where in any financial year, the company has no profits oF its profits are inadequate, the company do pay to Harsh R. Gandhi, Executive Director, such remuneration which isin accordance with the conditions specified in Schedule V of the Act, or any statutory modiication(s) or re- ‘enactmentiherect.” ESOLVED FURTHER THAT the Bcard of Directors ofthe Company be and is hereby authorized to execute acreemen's and other cocumentsandtake such steps expedient ornecassary to give effect ta the above resolutions.”GRP LIMITED GRP» IMPACT POSITIVE NOTES : 2. Amember entitad fo atiend and vote is entitled to appoint a proxy to tend and vole instead of himself and tha proxy need nat be a ‘member of the Company. Proxies, inordertobe effective, mustbe received at the Company's Registered Office notless than FORTY- EIGHT HOURS before he meeting. Proxies submited on dehaif of limited companies, societies, etc. must be supported by ‘appropriete resolutions / authority, applicable, Member ! Proxies should bring the dui filed attendance slip enclosed herewith to altend the meeting. The proxy holder shall prove his /heridenity at thetime ef attarding theeeting. b. The Register of Members and Transfer Books of the company willbe closed from Tuesday, 21st July, 2015 to Monday 27th July, 2015, both days inclusive. ©. Ifthe dividend as recommended by the Board of Directorsis approved tthe Annual General Meeting, payment of such ckvidend willbe made credited /dispalched within 20 days fom 27th July, 2015, 1) To all Beneficial Owners in respect of shares held in dematenalised form as per the data as may be made available by the National ‘Securites Depository Limited and the Centra Depository Services (India) Limited 2s ofthe close of business hours on 20th July, 2015. i Toal members in respect of shares held in physical form efter giving effect to valid transfers in respect of transfer requests lodged with he Company on orhefere thaclase ofbusiness hours an 20th July, 2016, 4. Mombers holding shares in domatorialsed form aro requested to intimato all changos portaining to their bank goiails, National Electronic Clearing Service, Electronic Clearing Service, mandates, nominations, power of attorney, change of address, change of ame and e-mail address etc, t0 their Depository Paricpant. Changes intimated to the Depository Perticipant will then be automaticaly reflacted in the Compary’s records which wil help the Company and the Company's Registrars and Transfer Agents. Universal Capital Securtios Put. Ltd. (UCS} to provide officiont and batior sarvicos. Members holding shares in physical form aro requested to intimate such changes to UCS. fe. Members holding ehares in physical form are requested to consider converting their holding to dameteraliged form to eliminate all risks associated with physical shares and for ease in potfolio management. Members can contact the Company ot UCS Tor assistance inthis regard, f. Members holding physical shares in identical order of names in more than one folio are requested to send to the Company or UCS the details of such folios togather with the share certificates for consokdating their holding in one folio. A consolidated share certficate wil bo relumedte euch Members aftor making requisite chenges thereen. @. Incaseotjcint holders aitendingthe meeting, only suchjoint holder whois higharin the order of namas willbe entitlad to vata, hh. The unciaimed dividendup tothe financial year ended 31st March, 1994 have been transferredto the General Revenue Accountofthe Central Government pursuant to Seciicn 205A (5) of tha Companies Act, 1955. Members, who have not encashed thair cividend ‘warrants up tothe finenciel year ordod 31i, Aperson whose name is recordedin the register of members orin the recister of beneficial owners maintained by the depositories 2s ‘onthe cut-off date, shall only bo enttied to availthe facility of remote 9-veting as well as vetingalthe AGM through balot paper. xii, Chetan R. Shah, Practicing Company Secretary (Membership No. FCS 2703) (email ID shah_cr@yahoo co.in has besn appointed es ‘the Scrutinizer to scrutinize the remote e-voting anc ballot paper voting process, in fal anc wansperentmanner, xi ‘The Chairman of the AGM shall at the end of the discussion on the resolutions on which voting i to be held, allow voting wih the assistance of the Serutinizer, by use of ballot paper for allthose mombars who are presentatthe AGM but have not cast their votes ky availing theremote e-voling facility. viv, The Scrutinizer shai after the conclusion of voting atthe AGM, wil fist count the votes cast at the meeting and there after unblock the votes cast through remote e-voting in the presence of atleast two witnesses notin the employment ofthe company and shall make, not later than three days of the conclusion of the AGM, a consolidated Scrutnizer’s raport of ihe total votes castin favour or against, if any, to the Chairman of the AGM or a person authorised by him in writing, who shall countersign the same and declare the results of the voting forthwith, »v. The results declared along with the report ofthe Scrutinizer shall be placed.on the wesite of the company www.arpweb.com and on the webstte of NSDL mmaciately after declaration of results by the Chairman of AGM or a person authorised by him n writing. The results and the repor shall alse beimmediately forwardedto the Siock Exchange/s, where the shares ofthe company are listed By Order of the Beard of Directors Rajendra V. Gandhi Date: 30th May, 2015 Managing Director Registered Office: Plot No. 8, GIDC Estate, Ankieshwar— 393 002 Dist. Bharuch, Gujarat 6 Place: Mumbai