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GRP LIMITED GRP» IMPACT POSITIVE ‘Annexure to the Notice Explanatory Statements pursuant to Section 102 of the Companies Act, 2013 relating te the bu ‘accompanying Notice, 1058 sot out in the tem No: Nayna R. Gandhi, 's a Non-Executive Non-Independent Director on the Board of the Company, who was appointed as an Additional Diractor ofthe Company on 30th May, 2015, Her tar of oficewill conclude on the dateofthe ersuing 41st Annual General Mesting ‘The Company has rece'ved a natice in writing with the requisite deposit from a member, as required under Section 160 of the Companies ‘Act, 2013, proposing her candidature forthe office of the director of the company, liable oretire byrotation. ‘The Company has also received fllowing documents from NaynaR. Gandhi (consent in writing to act es director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualifcaton of Directors) Rules, 2014, (i) Intimation in Form DIR-8 In torms of Compantes (Appointment & Qualification of Drectors) Rules, 2014, to the effectthatsheisnot Foreignexchange fluctuation risks: ‘Your Gomoany’s exports to US, Europeand South East Asiaare subject to foreign exchange fluctuations, which impact realisations Your Company dass foreign exchange hedging at regular intervals in[ine with guidance from leading banks and financial advieors. 18GRP LIMITED GRP» IMPACT POSITIVE > Environmentand Safety Risks: ‘Your Company's manufacturing unttsare subject fo environmental andsefety risks. While your Company is adhering tothe local legislation on environmental orotection, such adherence is supported by standards, rules, guidelines and audits at requar intervals by experts, to ensure safety standards are put in place to safeguard people, environment and products. > Risksduetofireandiood ‘Your Comoany’s property and stocks are subject o risks ot loss due to fre and floodandthese are mrigated with Insurance and fire detecting and fre fighting equipment and proper securty personnel > Risksduetofrauds and errors: ‘These risks are mitigated by putting cortrolsin place and petiodicinternal audits which can ectas e preventive measure, Human Resources: ‘Your company had 1301 employeesas on 31" March,2015 as against 1311 empioyoes as on 31” March, 2014. Your Company has various HRiitiatvesin place designed to ensure that GRP employees continue to be productve, eficient and believe the Company to be agreat place to work and bullda career. HR inatives are also in place to drve and emphasizethe GRP values: Mahtaining Balance, Adaptable (0 change, Commitment, intearty, Teamwork. The HR Depariment has commanced initiation and imolementation of training nead analysis, sourced trainors and havo started implamentation of Learning & Development activities for the next 2 years, implomanted an online Employee Satisfaction Survey, conducted a Compensation & Benefit survey for the Company, ‘Your Company has @ develooment programme cesianed to develop leaders and buid a talent pipeline. Your Company has cordial relations wth employees etalllevels. Manufacturing: Initiatives on the manufacturing side include successful implementation of Five-S Workplace Management System, Six Sigma projects. ‘The same has resulted in improved producivty, ied, output, process, efficiency ofworkers. Hoalth Safety and Environment: ‘Your Compary maintains the highest standards of Occupational Health, Safely and Security. Al five plants of your Company are cerified for the Environment Management System ('S014001:2004) and Occupational Health & Safety Management Sysiems (CHSAS 18001:2007). Your Company also implements ISO 900 1:2008 (Quaity ManagementSystem Standard), Your Company has taken many initiatives towards environment conservation viz use ofwind energy. Allemployees of the Company involved direcly in manufacturing and project management were provided with safely awareness trainings through variousinitiatves. ‘As per Maharashtra Polution Control Board norms we have arranged yearly Environment Audit from third party Le. Global Enviro Tech Services in Novamber2014 atChincheli plant. Raw Materials: ‘The slowdown in he automobile industry has led to reduced availabilty of end oflite (EOL) tyres. The domestic demand for EOL yres has been from the pyrolysis industry, apart from reclaimed rubber industry. The pressure on prices of raw materialwas intense during the frst half of financial year 2014-15, there was some respite due to iower oil prices in the sezend half. Your company has developed import ‘sources of EOL Tyres, tubes and other raw materals to help off set the pressures on domestic competition. Total mport of materials represent 3.45% of the company’s spend on the raw materials and ths would increase in the coming years, subject to regulatory permissions Cautionary Statemer ‘Statement in the Management Discussion and Analysis describing the company’s objectives. projections, estimates end expectation may be forward looking within tne meaning of applicable laws and regulations. Actual results might ciffar matorially from those either expressed cor implied. The company assumes no responsbilty to publicly amend, mocify or reverse any forward looking statements, on the besis of ‘any Subsequent developments, information or events. For and on behalf of the Board of Diractors of GRP Limited Place : Mumbai Rajendra Gandhi Harsh Gandhi Date: 30” May, 2015 Managing Director Executive Director 19GRP LIMITED GRP» IMPACT POSITIVE REPORT ON CORPORATE GOVERNANCE ‘Annexure 2 cont, Corporate Governance may be described as a set of systems, processes and principles which ensure that a company is governed inthe boctintortoalletakoholdors.Itenoures Cormmitmantto valussandethical conduct of business, aneparonoy in business transactions, Statutory and legal compiances; adequate discosures ard effective decision-making o achieve corporate objectives. In other words, Corporate Governance is about promoting corporale farness, transparency and accountability. Good Corporate Governarce's simply Goad Business 1. Company's Philosophy on Corporate Governance Corporate Govemence ensures ferness, rensparency andinlegit of the management. Corporate Governance isa way oflifesather ‘nen a mere egal compu'sion. I fuher inspires and strengtnens investors confidence and commitment tothe Company. Any good Corporate Govemance provides an appropriate framework forthe Board, its commuitess and senior management, fo cary Out the objectives that aro in tho introsto tho Company andthe stakoholders ‘The Compary maintains highest levels of tansperency, accountabilly and good menagement practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities. We beieve that sound Corporate Govemance is critcal io enhancing retaining investor trust. Accordingly, we always seek to ensure that we attain our porformanco gcale wit ntegity, Our Board oxorcses it fiduciary responsibiitos inthe widostsonso of th torm In compliance wit the discosure requirements of Clause 48 ofthe sting Agreement executed with the stock exchenge, the details are setout deiow: 2. Boardof Directors ‘8) Composton ‘The composiion of the Board of Directors ofthe Company was in conformity wih Clause 49 ofthe Listing Agreement during the {nancial year 2914-19, except ron compliance regarding the composition cf incepencent directors curing he quarter October to December 2014. The Board of Directors of the Company have an optimum combination of Execute, Nor-Executve and InéependentDirectors who heve cnin-depth knowledge of business, in ation tothe oxpertce in thoiraroas ofspacalzation. As on 31" March, 2015, the Board of Directors comprises seven directors out of which one Executive Director (Promoter) 2 the Menaging Director, three Non-Executive & Independent Directors, «wo Non-executive & Non-independent Ditectors end one Executive Non.independent Director. Since there is no permanent chairparscn ofthe Board, the Seme is apponted at every ‘meeting of the Board o Directors. Necoscary disclosures neve boon obtained from ll the droctore regarding thoi drectorehip, and have been taken on record by the Board, All the Independent Directors have confemed that they meet the erteria of independence asmentioned under he existing Clause 48 o the Lstng Agreement and Section 1490! the Companies Act, 2013. B) Board Meeting Fivo board mootings wore held during tho financial yoar endod 31* March, 2016 via. on 26" May, 2014; November, 20144" February, 20158 12" February, 2015. ‘Board procedure: The company places belore the Board allthe detals as requred under Annedute X othe sting agreement. The dates forthe board meetings are fixed after taking info account the convenience of althe directors and suficentnoticeisgivento thom. Tho agenda ie sitculated in advance to tho 3oad members. All tho information roquired for dacision making aro incorporated inthe agenda. Those that cannotbe incudedin he agenda are tabled al the meeting. The Executive Directo keeps {ne Board apprised oftne overaliparformance ofine Company atte Board meetings. Attendance and cther directorships: The aitendance ofthe Board of Directors and related information as on 31" Match, 2015 is aS 8 July, 2014; 14° Under Destgnaton Held [Aitended | on: vattarindan Pic] wember | Chairmen IMiogra Diecoir | main | © [© ves < = 2 Mahesh V. Gandhi io Exec 23 ee fi - : Or Peter Pip Teeuwen |. | a ve 5 2 RejoowM Paraia | Nenevwatvesd |e | veo 2 4 Bhagwandas T Doshi | NenEseautve sod |g 3 Ne 1 f ApuvaR Shah Ran Crecutve and | a NA a @ 7 Harsh R. Gandhi rant | 5 4 Yes. 1 1 = Nikhi M, Desa Non ewe | s 3 No = = = ‘Atul §. Desai™ Ren peabees [5 3 No = 2 ~ + Appointed © the board on 4" February, 2075. # itexctudes conmmttees other than Aucit committee, Stakeholders Revationship committge and companies other than public limited company but includes committae membership / chairmanship in GRPLI. 20GRP LIMITED GRP» IMPACT POSITIVE Note: Rejendra V. Gandhi ceased tobe the Charman of the Board w.e 1,4" February, 2015 ands designated.as Managing Director ofthe ‘Company. Nikhi Mi, Desai& AtulS. Desai ceesedtobe a director of the Company we f. 4” February, 2016. Disclosure ofrelationship betwoan directors inter:so: 2) Rejendra V. Gandhi and Mahesh V. Gendhi are related to each other as brothers, ) Harsh R. Gandhi's the son of Rajendra V. Gandhi Exceptthe above. there sno ctherinter-serelationshipbetween thedirectors. a » ‘Audit Committee Brief description of terms of reference: 1. Oversight of the company’s financial reporing process and the disciosure of is financial information o ensure that the fnancial Statementis correct, suficientandcrecible Rocommerdation for appointment, eamuneration and terms of appointment of auditors ofthe company; Approval of paymento stetutory auditors for any other services rendered by he stalutory auditors, Reviewing, with the managerrent, the annual nancial statements and auditor's repor thereon before submission tothe board for approval, wit particular reference to: ‘a: Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 2of section 124 0! the Companies Act, 2013 b, Changes, ifany, in 2ecounting policies and practices and reasons(or thesame ‘¢ Major accounting entries involvingestimates based on the exercise of udoment by management d.Significantadjustments madein the ‘nancalistatements arising outof audit ndings ‘2. Compliance with listing and other logalrequirements relating to financial statomonts {Disclosure of any related party transactions 4. Qualifications n ie draft auaitreport Reviewing, withthe management, the quarterly financial statemertsbefore submission to the board for approval, Reviewing, withthe management, the statement af uses /applicaton of funds raised through an iesue (publi ssue, rights issue, preferentialiasue, eic.), the statement of funds utlzed for purposes other than those stated inthe offer decument/ prospectus / Rotice and the report submitted dy the monitoring agency monitoring the utlizalion of proceeds of a public or rghls issue, and making approprate recommendatons tothe Boatdto teke up steps in this matter, 7. Reviewané monitor the audita’s independance and performance, and effecivaressof audit procass; 8. Approval orany cubsequontmodifeation of traneactions of the company with related partie: 9. Scrutiny of nter-corporateloans and investments, 10. Valuation of undertakings or assets ofthe company, wherever tis necessary; 411. Evaluation of intemal fnancialconirclsandriskmanagerrent systems, 12. Reviewing, wththe management, performance of statutory and intemal auditors, adequacy ofthe internal control systems} 18. Reviewing the adequacy of internal audit function, if any, ncuding the structure ofthe intemal audit department, staffing and seniority of ne oficial heading the department, reporting structure coverage and frequency ofinternaland 14. Discussion withintemal auditors of any significant findings and follow up there on; 15. Reviewing the findings of any internal investigations by the internal aucitors into matters where there is suspected fraud or irregularity ora failure ofintornal control systems of a material nsture andreporting the mattor ‘othe beard; 18, Discussion with statutory auditors before the audit commences, about the natureand scope of auditas well 2s pest-audit discussion to ascertain any area of concern; 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-faymentofdeciared dividends) and creditors; 1B. Toreviewthe functioning of the Whistle Biower mechanism; 19. Approval of eppoiniment of CFO (.e., tie whole-tme Finance Director or any other person heading the mance functon or discharging that function) afterassessing the quaifications, experience and background etc. ofthe candidate: 20. Carrying out eny cther function as is mentionedin he terms ofreference ofthe Audit Committee. Composition, Name of Membersand Chairperson aE Name of rector cater aecommaee mecca | Guret patag ol aoa as — = — =e ST $ — a an eee 3 ee ae Sf 3 ae 24GRP LIMITED GRP» IMPACT POSITIVE # appointed 2s a member of Audit committee on 04.02.2015. * ceased to be a member of the Audit committee from 04.02.2016. a) ) ») » Moctings during tho year Audit Commitize met four limes during the last nancial year on 26° May, 2014, 28° July, 2014; 14” November, 2014 and 19" February, 2015 Nomination and Remuneration Committee (Formerly known as Remuneration Committee) Bet deserpton of tems of reference Formulation of the erlieia for determining qualifications, positive attibutes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; Formulation of criteria for evaluation of Independent Directors and the Boerd; Devising a policy on Board diversty; Identfying persons whe are qualified io become Directors and who may be appointed in senior management in accordance withthe criteria laid down, and recommend to the Board their appointment an removal. The Company shall disclose the remuneration policy end the evaluation criteria in ts Annual Report. Composition, Name of members and Chairperson Nomination and Remuneration lame ot Director ommitse Meeting ‘Current position held M # Director Category Held ‘Attended In the committee Rajeev M. Pandia Non Execulve independent 2 z Charperson Dr. Potor Philip Non-Executive Non indopondent| 2 1 Monber Bhagwandas T. Dosh Non-Executive Indapencent 2 z Manber Remuneration Policy: The Poly inter ata provides forthe folowing {a) ist cown the crit for determining the qualfications, postive aributes. and irdependerce of he directors ofthe Company: {b) eraure thet ho remunoration of the doctors, key menagera personnel and other employees i perermance diven, motivates them, recognizes thelr mets and achievements and promotes excolnce in thelr performance, {e) motivate such personnel to align tree cll iforosts wth the interests of te Company, an further the interests cfs Staksholders (d) eraure a raneparent nomination prosess for directors wih tho diversity of though, experonce, knowledge, perspective and gender nthe Board; Details of Remuneration paid fo the Managing Director and Executive Director for the year ended 31° March 2015. Total remuneration paid to the Managing Direcior and Exocutive Director during the financial yoar 2014-18 was ac undor Contribution to Name Designation Salary (Rs) Commission (Rs.) Provident and Pension Fund Rajendra v. Gandhi | Managing Director 75,20,000 Ni 7,16,800/- Harsh R. Gandhi Exoautve Diroctor 1,09,36,7747 Ni 9,07,000/- During the financial year 2074-15, the Compary has made the following payments to the Non-executive directors ‘Se No. | Name of Director Sitting Fees (Rs.) Commission (Rs) 1 ‘Mahesh V. Gandhi 75,000 Nil 2 Dr. Peter Philip "96,000 Nil 3 ‘Bhagwandas T Doshi 83,000 Nil 4 Rajeev M. Pandia 1133,000- 12,00,000- 6 ‘Apurva R. Shah 31,000 Nil 6 Nikhil, Desai 45,000 Nil 7 ‘Atul S. Desai 75.000- Nil 22GRP LIMITED GRP» IMPACT POSITIVE ‘Stakeholders Relationship Committee (Formerly knownas Investors’ Grievance Committee): |) Composition, Name of members and Chairperson Name of Director Category Current position held in the committee ‘Apurva R. Sheh ‘Non Executive Independent ‘Chairperson Rajendra V. Gandhi Executive Non Independant Member Harsh R Gandhi Executive Non independent Member Company did not hoWany meetings of is commitiee during the Financial Year 2014-16, as there were nolageniallems which were requiredte be placedbefore tis committee. i) Name & Designation of Compliance Off Ganesh. Ghangurde, President & Chief Financial Officer & Company Secretary. iil) A Statement of various complaints received and cleared by the Company during the financial year 2014-15 is given below: Nature of Complaints Received Cleared Pending Non recaipt of dvidend Nil Ni Nil Non receipt of Anrual report Nil Ni Ni Total Nil Ni Ni |) Brief description ofterms of reference + Formulate and update CSR Poloy, which wil be approved by the Board, + Suggestareas intervention tothe Board + Approve projects that aren conformance withthe CSR policy + Pulmonitoring mechanismsin place to vack the progress of each project + Recommend the CSR expenditure to the Board forapprovel i) Composition, Name of members and Chairperson Name of Director Category Current position ee Rajeov M. Panda Non-Executive Indopendont_| Chairperson 1 1 Rajendra V. Gandhr Execulive (Promoter) Member 1 7 Harsh R. Gandhi Executive Director ‘Member 1 1 7. Meeting of Independent Directors: During the year under review, all the independent Directors of the Company met on 30” March, 205, to review the performance of ‘non-Independant Directors and the Board as whole, review the performance of the Chairperson of the Companyto the extent appicatle) and assessed the quality, quantiy and timoliness of flow of information botween the company managomont and tho Board. & GeneralBody Meetings A Tine | _Wature | Special Resolutions passed sr Marcn.2012 5,38" | 2c0PM | EM | SReapdoiment &revaton in remuneration Harsh Gandhias Executive Ovecor 31" March, 2012 ee auaust, 2.30 PM AGM No Special Resolution was passed at this meeting. 31" March, 2019 [& Sentember] 2 39 py AGM fea Sonoran or Rajenara ‘Gandhi as Vice-Chairman cr maren,2014 [22% | risoam | aw | noSocca:Rerouton was passed ats mesingGRP» IMPACT POSITIVE GRP LIMITED ‘Venus fo all the above mentioned general meetings wes registeredoffice Le. Plot No.8, GIDC Estate, Ankieshwar, Dist Bharuch, Gujarat— 293002. During the financial yoar 2014-15 under raview, resclutions were paseed by the charehelders through postal ballot. The Board had eppoiited MrChetan R. Shahi, Practicing Company Secretary, 2s the scrutinizer to conduct the postal ballot process. The result of the postal balot was announcad on 24” March, 2015. Details ofthese resolutions and the voting pattern ware as follows Total Votes In favour of, Total Votes against the Description of Resolutions: the resolution resolution (E-votng and vatirg by postal ballot) |(E-vomng and votng by postal palo) ‘Special Resolution: Alteration of Aricles of Association to inctude provision for appointment of same individual as 3,51,887 4.875 ‘Chairperson and Managing Diroctor ‘Ordinary Resolution: Appointment of Rajeev NI Pandia as an Indopondont Director 3,96.712 0 ‘Ordinary Resolution: Appointment of Bhagwandae T. Doshi 288 an Independent Director 356.712 ° ‘Ordinary Resolution: Appointment of Apurva R. Shah as an Independent Director 344.212 12,500 ‘Specal Resolution: Payment of fees to Rajeev M. Pandia it his professional capacty as a Technical Consultant 9,90,762 ° 9. Disclosures |) During the financial yoar2014-16, besides the traneactione reported eleewhereiin the Annual Report, there werenne otherrelated party lrnsactions with the promoters, cirectors and management that hed a potental conflict wih the interest ofthe Company et large. All the transactions wth related partes are perioccally placed before the Audi Committee. The Register of Contracts ternal Commercial Borrowings: (¥) Thefellowing Regulations and Guidelines proscribed under he Securites and Exchange Board oflndia Act, 1992 ‘SEBIAct’)- (2) The Secures and Exchange Boerdof India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. (0) The Securties and Exchange Boardo! India (Prohibition of insider Trading) Regulations, 1992; (0) The Securities and Exchange Boardot India (Issue of Capital and Disclosure Requirements) Regulations, 2009, (6) Tho Securties and Exchange Beard of India (Employes Stock Option Scheme and Employee Stock Purchaco Scheme) Guidatines, 1989; (¢) The Securties and Exchange Boardo! India (IssueandListing of Debt Securities) Regulations, 2008; (f) The Securities and Exchange Boardof India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarcing the CompanioeActand dealing withliont; (g) The Securiies and Exchange Boardot India (Delsting of Equity Sheres) Regulations, 2008; and (h) The Secures and Exchange Board ot india (Buyback of Securities) Regulations, 1998; (i) Otherlaws as may be applicable specifically tothe Company: + Hazardous Wastes (Managomont, Handling and Transboundary Movernont) Rules, 2008 + Incian BoilersAct 1923 {have also examined compliance with the applicable clauses ofthe following: (i). Secretarial Standards issuodby The Institute of Company Secreiaties of india. (ii) TheListing Agreements entered into by the Company with Bombay Stock Exchange and National Stock Exchange. Duting the period under reviow the Company has complied with the provisions ofthe Act Rules, Regulations, Guidelines. Standards. etc. mentonedabovesubject othe folowing obsorvations: ‘A)_ The Company has maintained a Register of rectors’ Attendance as proscribed inthe Secreteral Standards. B) TheDrreciors nave signed acannstiheirrespective narnes after hemeetinghasbeen held C) The Company hadnotreceived any proxy forms for the Annual General Meeting for the financial year ended 31st March, 2014. D) The Company has not compli with requirements of atleast one-thrd of the total numberof dtectore a8 ndependent directors as slated in Clause 490! Listing Agreement during te Thrd Quarter ended 91st December, 2014, However, in the next Quarter ile. during the quarter ended 318tWaren, 2015 this requirement was complieswit bythe Company. E) The Company has complied wit the requirements under the Equly Lising Agreements entered into with BSE Limited and National Stock Exchange cinlaLimsted 20GRP LIMITED GRP» IMPACT POSITIVE F) The Companyhasoblained all necessary approvels uncer the various provsionsofthe Act, G) There was no prosecution inited and no fines or penalties were imposed during the year under review under the Act, SEBIAct, SCRA, Depositories Act Listing Agreement and Rules, Regulations and Guidelines framed uncer these Acts against / on the ‘Company, ite Diractore and Officers Iturther reportthat Subject to romarks mage in point D above, the Board of Directors of the Company ie duly conaltuted with propor balance of Executive Directors, Non-Executive Drectors and Independent Directors. The changas in the composition of the Board of Directors that took place dung the period under review were carried out in compliance with tne provisions of the Act Adoquate notioo is givon to all droctors to schedule the Board Meatings, agonda and dotailod notos on agonda wore sont atloast coven days in advance, and 2 system exists for seeking and obiaining furher information and clarifications on the agenda items before the meeting and for meaningful participation atthe meeting. ajotty cocision is cariod through white the dissenting membors'viows aro captured and rocordedas part of the minutos, The following mentioned observations are made, A). The Directors have complied witn the requirements 2s to disclosure cf interests and concems in contracts ang arrangements, shareholdings / debenture holdings anc directorships inotner companies and interests in other enftas: B)_ Tho Diroctors have complisc with the disclosure roquirements in respect of thoir aligibilty of appointment, their being independent and compliance with the Codeo! Business Conduc| and ethics for Drectors and Management Personnel; | further report that there are adequate systems and processes in the Company commensurate with the size and operations of the ‘Company to monitor and ensure complance with appicablelews, rules, regulations and guidelines. Iurther reportthat during tne auait periog, the Company has no major /speciicevents, actions havinga major bearing on the Company's affairs in pursuance ofthe above referred laws. rules, regulations, guidelines, standards, etc. referred to above viz (i) PubliciRigh/Prefereniialiesue of enares /dotenturesiaweat equity ete (ii) Redemption /buy-back of securities (it) Majordecsions taken by the members in pursuance to section 18001 the Companies Act, 2013, (iv) Merger amalgamation reconstruction ete. (¥) Foreign technical eallaboratione. Place: Ahmedabad sd’ Date: Sth May, 2015" Name of Company Secretary in Practice : Chetan R. Shah FCS. No! 2703 CLP No. 4253 34GRP LIMITED GRP» IMPACT POSITIVE Annexure 5 ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARD'S REPORT 1. Brief outline of the Companys CSR pelicy Company's CSR policy is to + contribute towards social end economic development of the communties where it operates. + inaddtion, Company wants to build a sustainable way of life for all sections of society, + with emphacie and focus on Education, Health Care, Sustainable Livelihood and Empowerment of Worren, 2. An over view of activities proposed to be undertaken. Broad areas of CSR policy activities covers - Education > Balwadie / Mobile vane for elemantary education > Vocational vaining for adult education >» Werlt based scholarship to support University Education > Strengthen/support existing institutes engaged in providing primary, secondary and higher level education Health ea: > Primary heelth care centers > Wobile health care projects >» Preventive health through awarenass programs. Sustainable Livelihood: > Vocational vaining aimed at employability > Supporting intatives around Yoga, meditation, other sel-helo > Awareness programs for claan Iving/housing faciliies (5S, etc ) > Awareness programs on hygieno, safo water > Encouraging plantation of irees through selfhelp groups of women Empowerment of Women > Girl child education upto University lavel > Supporting groups for worien empowerment 3, Reference to the web-ink to the CSR policy: The web-Iink is ~ htto:/Awww grpweb com/pdi/Corporate%20Social<20Responsibilty%20Policy pat 4. The composition of the CSR Committee: Sx.No Name of the member Designation 1 Rajeev M Pancia Chairman of Committee (Independent Direcior) 2 Rajendra V. Ganchi Managing Director 3 Harsh R. Gandhi Executive Direcior 5. Average Not Profit of the company for last 3 financial years: Financial Year ‘Not Profit as por Section 198 of Comparios Act, 2013 (RS. In lakh) 2013-14 2077.72 2012-18 193842 201-12 4063.52 Total Average 8079.86 Average Profit 2608.22 6. Threshold Limit- (294of the emount as mentioned in 5 above) - Rs. 59.66 Lak 32