GP Petroleums Ltd Directors Report.

Your Directors are gratified to present 35th Annual Report on affairs of the Company with Audited Financial Statements for the financial year ended 31st March, 2018:

Financial Highlights

The summarized Financial Performance of the Company are as follows: (Rs. in Lakhs)
Particulars 2017-18 2016-17
Sales/ Income from Operations 57,342.09 53,438.47
Profit before Interest, Depreciation and Tax 3,468.09 4,229.51
Less: Interest and Finance Charges 652.97 806.30
Depreciation 312.23 299.49
Profit before Tax 2,502.89 3,123.72
Less: Provision for Tax 866.64 1,075.65
Profit after Tax 1,636.25 2,048.07
Other Comprehensive Income before Tax 46.07 (28.30)
Less: Income tax relating to above 16.26 9.79
Other Comprehensive Income after Tax 29.81 (38.09)
Total Comprehensive Income for the year 1,666.05 2,009.98

Your Company has continued its growth path as revenue during the year 2017-18 increased by 7.3% to Rs.57,342.09 Lakhs as against Rs. 53,438.47 Lakhs over the previous financial year. Net Profit during the year 2017-18 increased by 6.6% as compared to net profit in the year 2016 -17 post exclusion of profit on sale of assets net of tax ofRs.447.27 Lakhs.

Indian Accounting Standards

Your Company has adopted Indian Accounting Standards (IND AS) as prescribed by Section 133 of the Companies Act, 2013 from April 01, 2017 with transition date April 01, 2016. Accordingly financial results for the year ended March 31, 2018 have been prepared following the IND AS recognition and measurement principles.

The reconciliation and description of the effect of the transition from IGAAP to IND AS have been provided in Note No. 35A of the notes to financial statements.

Dividend

Your Directors have recommended dividend of Re 0.75 per equity share (15 % on equity shares of Rs. 5/- each) for the year 2017-18. Accordingly, disclosure for dividend amount of Rs. 382.38 Lakhs and tax thereon of Rs. 77.84 Lakhs has been made in the financial statements as per the provisions of IND AS. The dividend shall be subject to approval of members at ensuing Annual General Meeting.

Amount transferred to General reserve

During the year under review no amount was transferred to general reserve.

Board of Directors and Key Managerial Personnels

The Board of Directors of your company has been duly constituted and comprised of 8 directors having considerable experience in respective field. Of these 4 are non-executive non-independent and 4 are non-executive independent directors. The independent directors are not liable to retire by rotation.

Mr. Ramji Sinha (DIN - 06500943), independent director has resigned from the directorship of the Company w.e.f 19th February, 2018 due to pre-occupation. The Board place on record its deep appreciation for the valuable services rendered by him during his tenure as director of the Company.

Mr. Sudhakara Rao Ravipati (DIN - 08049476) has been appointed as additional director in the category of independent director w.e.f. 14th May 2018 who shall hold the office upto date of ensuing Annual General Meeting. Pursuant to provisions of Section 160 of the Companies Act, 2013 the Nomination & Remuneration Committee has recommended his candidature for the position of independent director for a term of 5 years. Accordingly the matter of his appointment as independent director shall be placed before the members for approval at ensuing Annual General Meeting.

In accordance with Section 152 of the Companies Act, 2013 & applicable rules, Mr. Ayush Goel (DIN - 02889080) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Hari Prakash Moothedath, Chief Executive Officer, Mr. Arjun Verma, Chief Financial Officer and Mr. Shiv Ram Singh, Company Secretary & Compliance Officer are key managerial personnel of the Company.

During the year under review Mr. Jagdish Nagwekar resigned from the positon of Chief Financial Officer and Mr. Arjun Verma was appointed as Chief Financial Officer of the Company w.e.f 22 nd January 2018.

Board Meeting

The Board of Directors met 6 (six) times during the year under review. Details of the meetings and attendance of directors are provided in Corporate Governance Report.

The agenda of meeting is circulated to directors and key managerial personnel well before the meeting to enable them to prepare for the meeting.

Board evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Board had carried out evaluation of its own performance, performance of the directors as well as evaluation of the working of its committees.

The Boards functioning was evaluated on various aspects such as structure of the Board, core competencies, accomplishments of specific responsibilities and expertise, contribution in the meetings of the Board and its Committees, leadership style, integrity & maintenance of confidentiality, personal characteristics etc.

The independent directors reviewed the performance of own and other directors on yearly basis.

Declaration by Independent Directors

Mr. Bhaswar Mukherjee, Mr. Narotamkumar G. Puri, Mr. Jagat Singh and Mr. Sudhakara Rao Ravipati are independent directors of the Company. All the independent directors have submitted declarations as to their being not disqualified to be appointed as independent director and of independence as specified in Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Committees of the Board of Directors

The details of committees constituted by the Board of Directors and number of meetings of each Committee held during the year under review are provided in the Corporate Governance Report.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) and (5) of the Companies Act, 2013 your Directors hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

b) Such accounting policies have been selected and applied consistently and made judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as at 31st March, 2018 and of the Companys profit for the year ended on that date.

c) Proper and sufficientcare has been taken 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 annual financial statements have been prepared on a going concern basis.

e) That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

f) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Particulars of Loans, Guarantee and Investments

During the year under review the Company has not given any loan or guarantee covered under the provisions of Section 186 of the Companies Act, 2013.

Details of investments done by the Company are given in note no. 6 to the financial statements.

Related Party Transactions

The policy on related party transactions has been uploaded on the website of the Company. During the year there was no material related part transaction.

For the related party transaction of routine and repetitive nature omnibus approval was taken on yearly basis. All related party transactions were placed before the Audit Committee and the Board for their approval. A statement of related party transactions entered consequent upon omnibus approval being placed before the Audit Committee and the Board on quarterly basis for their review & noting.

A statement showing Related Party Transactions entered during the financial year under review is given as Annexure A.

Holding, Subsidiary and Associate

The GP Global APAC Pte. Ltd. (formerly known as Gulf Petrochem Pte. Ltd.) continued to be holding company of the Company.

The Company does not have any subsidiary/associate company.

Material changes and commitments

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statement relates and the date of the report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure B

Risk Management Policy

Provisions of Reg 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Risk Management Policy are not applicable to the Company. However, your Company has adopted Risk Management Policy to manage & mitigate the risk.

Risk Management Committee constituted by the Board of Directors meets regularly to review the risk and the measures taken to mitigate the same.

Corporate Social Responsibility Policy

Pursuant to Section 135 of the Companies Act, 2013 the Board of Directors has constituted a Corporate Social Responsibility committee under Chairmanship of Mr. Bhaswar Mukherjee, independent director. The Corporate Social Responsibility Policy has been approved by the Board of Directors and monitored by the Committee.

Annual Report on Corporate Social Responsibility is provided in Annexure C.

Significant & Material Orders passed by the Regulators or Courts

No significant material orders have been passed by the Regulators, the Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Fixed Deposit / Public Deposits

The Company has not accepted or renewed any deposit/s within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence requirements of furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Internal Financial Controls

Your Company has in place adequate internal financial controls with reference to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

Corporate Governance

A Corporate Governance Report as prescribed under the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 forms integral part of this report. The Company complies all the requirement of Corporate Governance. Certificate of compliance by the Statutory Auditors forms integral part of this report.

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 extract of Annual Return in Form MGT-9 forms an integral part of this report and is attached herewith as Annexure D.

Equity Share Capital

Authorised share capital of the Company is Rs. 26.00 Crs and issued, subscribed & paid-up capital of the Company is Rs. 25.49 Crs. During the year under review there was no change in share capital of the Company.

Auditors

Statutory Auditors

Pursuant to provisions of Section 139 of the Companies Act, 2013 M/s. PNG & Co., Chartered Accountants, New Delhi (Firm Registration No. 021910N) has been appointed as Statutory Auditors of the Company to hold office from the conclusion of 31 st Annual General Meeting till the conclusion of 36th Annual General Meeting. The Ministry of Corporate Affairs vide Notification No. S.O. 1833(E) dated 7th May, 2018 has dispensed with requirement of ratification of appointment of Statutory Auditors by members at every Annual General Meeting. Hence the matter of ratification of Statutory Auditors is not included in the Notice of the ensuing Annual General Meeting.

The report of the Statutory Auditors read with notes to account being self-explanatory needs no further clarification. The report does not contain any qualification, reservation or adverse remark.

Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee has appointed M/s Jain Mittal Chaudhary & Associates, Chartered Accountants, New Delhi as Internal Auditors of the Company.

Cost Auditors

As prescribed by the Central Government and pursuant to provisions of Section 148 of the Companies Act, 2013 and applicable rules, cost audit is applicable to the Company.

The Board of Directors on recommendation of the Audit Committee has appointed Mr. Dilip Murlidhar Bathija, Cost Accountant, (Membership No. 10904) as Cost Auditor of the Company for the financial year 2018-19.

The remuneration proposed to be paid is required to be ratified by the members of the Company. Accordingly, the matter will be placed at the ensuing Annual General Meeting of the Company for ratification.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed CS Punit Shah (ACS No. 20536), Practicing Company Secretary (CP No. 7506) as Secretarial Auditor of the Company for the financial year 2018-19.

The report of the Secretarial Auditors is attached herewith as Annexure E and forms an integral part of this report. The report is self-explanatory and does not call for any further comments.

Particulars of Employees

The information required to be disclosed in the Directors Report pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out as Annexure F to this Report.

As per provisions of Section 136(1) of the Companies Act, 2013 the Report and Accounts are being sent to all the members of the Company excluding the information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office during working hours up to date of Annual General Meeting.

Human Resources

Your Company recognizes the importance and contribution of its human resources for its growth & development and values their talent, integrity and dedication and treats as one of its most important assets. The Company offers a highly entrepreneurial culture with a team based approach that we believe encourages growth and motivates its employees. The Company has been successful in attracting and retaining key professionals and intends to continue to seek fresh talent to further enhance and grow its business.

Code of Conduct

The Board of Directors has approved & adopted the Code of Conduct for all members of the Board and senior management which incorporates the role, responsibilities and duties of independent directors as laid down in the Companies Act, 2013. The Code is available at the website of the Company www.gppetroleums.co.in.

All members of the Board and senior management have affirmed compliance with the Code of Conduct as per Regulation 26(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

A declaration to this effect, by the CEO is attached as Annexure G.

Nomination, Remuneration and Succession Planning Policy

The Board of Directors has formulated Nomination, Remuneration and Succession Planning Policy which is available on the website of the Company website i.e. www.gppetroleums.co.in. Salient features of the policy is attached as Annexure H.

Whistle Blower Policy

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to its directors and employees to report their concerns about unethical behavior, actual or suspected fraud, violation of code of conduct of the Company or any other matter derogatory to the business or progress of the Company. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Chairman of the Audit Committee.

All protected disclosures concerning financial or accounting matters should be addressed, in writing to the Audit Committee either directly or through designated officer, Mr. Arjun Verma for investigation.

Such disclosure/ communication should be submitted with covering letter signed by the Whistle Blower in a closed and secured envelope and should be super scribed as "Disclosure under the Whistle Blower Policy" or if send through email, with subject as "Disclosure under the Whistle Blower Policy".

No complaint was received under the said policy during the year.

Code of Conduct for Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to regulate trading in securities by the Directors, KMPs and designated employees of the Company. The Code lays down guidelines for procedures to be followed and disclosures to be made by insiders while trading in the shares of the Company.

Disclosure under Prevention of Sexual Harassment Policy

Your Company is committed to provide safe and secure working environment for women employees and adopt zero tolerance towards sexual harassment at workplace.

An Internal Complaint Committee has been constituted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaint was received during the year under review.

Management Discussion and Analysis

The Management Discussion and Analysis Report is presented as separate section and forms intigral part of this Report.

Acknowledgement

We thank our clients, investors, dealers, suppliers and bankers for their continued support during the year. We place on record our sincere appreciation for the contributions made by employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

By order of the Board of Directors
for GP Petroleums limited
Manan Goel
Mumbai, May 29, 2018 Chairman