GP Petroleums Ltd Directors Report.

Dear Shareholders,

The Directors present herewith the 37th Annual Report of GP Petroleums Limited and Audited Financial Statements for the financial year ended 31st March, 2020 together with Auditors Report.

1. Financial Highlights

The summarized Financial Performance of the Company are as follows:

( in Lakhs)

Particulars 2019-2020 2018-2019
Sales/ Income from Operations 49,521.15 60,657.34
Profit before Interest, Depreciation & Tax (EBIDTA) 2,946.38 3,530.34
Less: Interest and Finance Charges 715.39 667.35
Depreciation 358.45 318.45
Profit before Taxes 1,872.53 2,544.54
Less: Provision for Tax 316.49 919.55
Net Profit after Tax 1,556.05 1,624.99
Other Comprehensive Income before tax 33.19 54.59
Less: Income tax relating to above 8.35 19.08
Other Comprehensive Income after tax 24.84 35.51
Total Comprehensive Income for the year after tax 1,580.89 1,660.50

2. Companys Performance

Well before the onset of the COVID-19 pandemic, Indias GDP growth had begun to slow down from 7.2% in FY 2018 to 4.2% in FY 2019-2020 and the effect was clearly visible in the auto and industrial sector which crashed to its bottom during the financial year 2019-2020 consequently dragging down the lubricants sectors due to decline in market consumption.

Your Company posted a satisfactory performance despite challenging market conditions arising out of slowdown in the economy, particularly towards the end of the financial year owing to outbreak of the Covid pandemic. The Company achieved a turnover of 49,652.88 lacs, a decline of 18% from that of the previous year. The EBIDTA was 2,946.38 lacs, a decline of 17% as compared to the previous year. The Profit after taxes was modest at 1,556.05 lacs, a marginal decline of 4% over the previous year. The profit achieved was primarily on account of rationalization of the pricing structure, adoption of stringent austerity measures, improved sales realisation and optimum procurement of raw materials and the efforts of brand building primarily through promotional activities targeted at mechanics, have helped the Company to tide over the difficult market conditions and post such results. Further efforts in maintaining direct contacts with the customers and various strategic alliances with large Manufacturers and focus on the premium segment have helped your Company to achieve these results.

3. Dividend

The Board of Directors of your Company have recommend a final dividend of Re. 0.75 per equity share (15% on equity shares of 5/- each) for the financial year 2019-2020. The final dividend, subject to approval of members, will be paid within statutory period, to those members whose names appear in the register of members, as on the date of book closure.

4. Transfer to Reserve

During the year under review, no amount was transferred to the General Reserve.

5. Nature of Business

GP Petroleums Limited is engaged in the production of lubricating oils, greases and rubber process oils and other products from crude oils. The Companys segments are Lubricants and Trading. The Company markets its products under the brand name "IPOL". The Companys products include automotive lubricants, such as automotive engine oils, automotive gear and transmission oils, greases and specialties, two wheelers, cars and diesel engine oils; industrial lubricants, such as industrial oils, industrial greases, metal working products and industrial specialty oils; process oils, such as rubber process oils and secondary plasticizers; transformer oils and white oils, such as liquid paraffin. Its products cater to a range of industries, including general engineering, automotive, plastics, sugar mills, transformers, rubber, paint, cosmetics, tire, textiles, cement and adhesives.

The Company has consolidated its plant operations by migrating the entire Daman plant operations to VASAI Plant and closed Daman plant effective August 31, 2019. The upgradation of Vasai Plant helped consolidate the plant operations. This has helped improvement in productivity and rationalization of costs. The Company is focused on improvement of its production facilities and R & D facilities to launch new products which are energy efficient, environment friendly and confirm to BS VI emission norms and cater to different industries, meet global standards and OEM expectations.

Its manufacturing facilities are located in Vasai, Valiv Village in Thane district of Maharashtra with an annual production capacity of 75,000 kiloliters. The Company also holds exclusive license to manufacture and market products of the Repsol brand in India, Repsol Moto 4T Sintetico 10W-50 and Repsol Moto 4T Sport XTI 15W-50. Both are synthetic oil best used in technologically developed engines aimed to cater to premium segment motorcycles. During the year under review there was no change in the nature of business of the Company. The Company has applied for a license to supply and distribute hand sanitisers on wholesale B2B model, as permitted in its business objects.

6. Quality Assurance and Accreditations

The Companys Plant at Vasai is accredited under ISO: (9001:2015) for quality standards, ISO (45001:2018) for Health & Safety Management Systems and ISO (14001:2015) for environmental standards. The support provided by the Companys accredited R&D Centers have helped in improving the quality of products and upgrading product formulation. Your Companys products primarily marketed under the brand name IPOL and REPSOL are well established and accepted in the industry for their quality and range.

7. Board of Directors and Key Managerial Personnel

Board of Directors of the Company comprises of 8 (eight) directors as on 31 st March, 2020 with considerable experience and expertise in their respective field. Of these 4 are NonExecutive, Non-Independent Directors and remaining 4 are Independent Directors.

Pursuant to the recommendations of the Nomination and Remuneration Committee (‘NRC), the Board of Directors appointed Mr. Sudip Shyam (DIN - 08594378) as an Additional Director of the Company with effect from 12th November 2019 under Section 161(1) of the Companies Act, 2013. He holds office up to the date of the forthcoming AGM and being eligible, offer himself for reappointment.

The Company has received a Notice under Section 160(1) from a Member signifying the intention to propose his appointment as Director. The Board recommends the appointment of Mr. Sudip Shyam as Director of the Company by way of an Ordinary Resolution.

In accordance with Section 152 and other applicable provisions of the Companies Act 2013, Mr. Manan Goel (DIN: 05337939)

and Mr. Prerit Goel (DIN: 05337952) retire by rotation at the ensuing Annual General Meeting and have indicated to the Company that they are not seeking reappointment due to preoccupation.

Mr. Bhaswar Mukherjee (DIN- 01654539) and Mr. Jagat Singh (DIN - 07178388) both independent directors retire at the ensuing Annual General Meeting of the Company pursuant to completion of their first five year term. Mr. Jagat Singh has indicated that he is not seeking reappointment due to preoccupation.

On recommendation of the Nomination and Remuneration Committee, the Board on 28th August, 2020 appointed Shri Bhaswar Mukherjee as an Independent Director for a second term of five years effective from 30th September, 2020 subject to approval of the shareholders at the ensuing Annual General Meeting. However, as such appointment is subject to the approval of the shareholders a special resolution in connection with the same has been included in the notice of the 37th Annual General Meeting of the Company.

Brief resume/details relating to Mr. Bhaswar Mukherjee and Mr. Sudip Shyam have been furnished in the notice. The Board recommends their reappointment.

Appropriate resolutions seeking appointment/reappointment of the concerned directors is appearing in the Notice convening the 37th Annual General Meeting of the Company.

Mrs. Pallavi Mangla (DIN - 03579576) has resigned from the Board w.e.f. 5th November, 2019. The Reason for resignation mentioned in letter as received was pre-occupation and prior commitment. The Board has accepted her resignation and places on record its appreciation for the valuable services rendered by her during her tenure as Director of the Company.

Mr. Prashanth Achar, Chief Executive Officer, Mr. Arjun Verma, Chief Financial Officer and Mr. Bijay Kumar Sanku, Company Secretary & Compliance Officer are Key Managerial Personnel of the Company.

During the year under review Mr. Hari Prakash M. retired from the position of Chief Executive Officer on 19th October, 2019 and Mr. Prashanth Achar was appointed as Chief Executive Officer from 7th October, 2019 to ensure smooth transition. Mr. Bijay Kumar Sanku was appointed as Company Secretary from 22nd April, 2019.

8. Declaration by Independent Directors

Mr. Bhaswar Mukherjee, Mr. Jagat Singh, Mr. Mahesh Damle and Mrs. Stuti Kacker are Independent Directors of the Company. All the Independent Directors have submitted declarations as not disqualified to be appointed as an Independent Directors and their independence as specified in Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015. The Independent Directors are not liable to retire by rotation.

9. Auditors

9.1 Statutory Auditors and Audit Report

The Shareholders of Company at the last Annual General Meeting, had approved the appointment of M/s. PNG & Co., Chartered Accountants, (Firm Registration No. 021910N) as Statutory Auditors of the Company for 2nd term of 5 years starting from the conclusion of last i.e. 36th Annual General Meeting till the conclusion of 41st Annual General Meeting. In view of notification dated 7th May, 2018 issued by Ministry of Corporate Affairs read with Companies (Audit and Auditors) Amendment Rules, 2018, ratification of such appointment has not been proposed.

The Auditors vide their report dated 24th June, 2020 have expressed an unmodified opinion on the Audited Financial Statements for the year ended 31 st March, 2020. The report of the Statutory Auditors read with notes to account being selfexplanatory needs no further clarification. No qualification, reservation or adverse remark has been reported to the Board in the report.

9.2 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, New Delhi as Internal Auditors of the Company to conduct internal audit in fair and transparent manner for the financial year 2020-2021.

9.3 Cost Auditors

As per requirements of the Central Government and pursuant to provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 Cost Audit is applicable to the Company. The Board on recommendation of the Audit Committee has appointed Mr. Dilip Murlidhar Bathija, Cost Accountant bearing Membership No. 10904 as Cost Auditor of your company for the financial year 2020-2021 at a remuneration of 60,000/- (Rupees Sixty Thousand Only) plus reimbursement of out of pocket expenses at actuals.

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.

9.4 Secretarial Auditors and Audit Report

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) to undertake activities of Secretarial Audit of the Company for the financial year 2020-2021. The report of the Secretarial Auditors is attached herewith as Annexure B and forms an integral part of this report.

The report is self-explanatory and does not call for any further comments. No qualification, reservation or adverse remark has been reported to the Board in the report.

10. Related Party Transactions

The Company entered into various related party transactions during the financial year which were in the Ordinary course of Business. All such transactions were tabled at meeting of Audit Committee for approval. Also all related party transactions were tabled at Board Meeting for noting of Directors.

The Audit Committee with permission of Board granted its omnibus approval for all such transactions which are repetitive in nature. The Omnibus Approval is valid for one year. A Statement of Related Party Transactions entered into by the Company, consequent upon omnibus approval is placed before the Audit Committee and Board on Quarterly Basis for their review. There were no material transactions recorded during the year. While granting omnibus approval, the Company complied with the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The Company has formulated a policy for dealing with related party transactions and same is available on the Company website. Particulars of contracts or arrangements entered into with Related Parties referred to in Section 188(1) of the Companies Act, 2013 in prescribed Form AOC-2 is attached as Annexure A to this report.

11. Directors Responsibility Statement

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

I. In the preparation of the annual accounts for the financial year ended 31 st March, 2020, the applicable accounting standards have been followed, along with proper explanation relating to material departures if, any.

II. 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, 2020 and of the Companys profit for the year ended on that date.

III. Proper and sufficient care 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.

IV. The annual financial statements have been prepared on a going concern basis.

V. That internal financial controls were laid down to be

followed and that such internal financial controls were adequate and were operating effectively.

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

12. Risk Management

Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Risk Management Policy is not applicable to the Company. However, your Company has adopted Risk Management Policy and Procedure to manage & mitigate the risk. The Company has constituted a Risk Management Committee consisting of Directors and senior management who meet at periodical intervals to review various elements of risk categorized into high, medium and low risk areas and the Board through the Committee monitors the risk mitigation measures to ensure that the risks are minimized and do not reoccur. Relevant details of the Committee and its working to mitigate the risk is provided in the Corporate Governance Report.

13. Corporate Social Responsibility

The Company believes that it has a social responsibility to improve the wellbeing of our society as well as the livelihoods of communities around our operational areas through our community development initiatives. Our Corporate Social Responsibility (CSR) initiatives are aligned to focus on key Environmental, Economic & Social needs of the underprivileged. ASPAM Foundation showcases our continued efforts to uplift the lives of the communities around our operational areas. We are continually in the process of identifying new community development initiatives to expand our CSR outreach.

The Board of Directors of the Company, in this regard, have devised a Corporate Social Responsibility (CSR) Policy which, inter-alia states constitution of the CSR Committee, activities which can be undertaken, implementation, quantum of investment, etc. Pursuant to the provisions of Section 135 of the Companies Act, 2013 and in accordance with the terms of the CSR Policy, the Board of Directors has constituted a CSR Committee which is chaired by an Independent Director. The CSR policy is available on the website of the Company.

The CSR Committee monitors the details of the expenditure incurred towards various CSR activities and community initiatives undertaken by the Company during the year. The Company had undertaken the CSR activities during the year such as health care including preventive health care camps in Haryana, construction of old age homes in Andhra Pradesh, Anganwadi rejuvenation in the district school and promotion of preventive health care camps in Maharashtra. The CSR initiatives are on the focus areas approved by the Board benefiting the local communities in and around the operational areas of the Company.

The details in relation to CSR reporting as required under Rule 8 of Companies (CSR Policy) Rules, 2014 is enclosed

with this report as Annexure D Other relevant details in relation to CSR Committee, such as terms of reference of the CSR Committee, number and dates of meetings held and attendance of the Directors are given separately in the attached Corporate Governance Report.

14. Policy on Directors Appointment and Remuneration

Section 178 of the Companies Act, 2013 is applicable to the Company. The Company appoints Independent Directors, being persons having rich experience and domain knowledge, to serve on the Board. Independent Directors are initially appointed by the Board on recommendation of the Nomination and Remuneration Committee. Non-Executive Directors are appointed by the Board from time to time, subject to the approval of the shareholders. Executive Director(s) may be appointed based on their performance and their contribution towards the Company. Appointment(s) of all Directors are formalized on approval of the shareholders.

The Company has framed nomination, remuneration and succession planning policy, in relation to remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management, as recommended by the Nomination and Remuneration Committee of the Board of Directors. The same, interalia contains matters stated under Section 178 of the Companies Act, 2013 read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. The salient features of such policy have been furnished in the Corporate Governance Report forming part of this Annual Report and is also available on the website of the Company.

15. Evaluation of Board and its various committees.

The Nomination and Remuneration Committee of your Company approved the Policy on Nomination, Remuneration and succession planning policy ("Policy"), which has been adopted by the Board of Directors. The Policy provides for evaluation of the Board, the committees of the Board and individual directors, including the Chairman of the Board. The Policy provides that evaluation of the performance of the Board as a whole and the Board Committees and individual Directors shall be carried out annually.

During the year, the Board of Directors have carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors through response to the questionnaire forms provided to each director. The evaluation was done on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Board Committees was evaluated based on its respective mandate and composition, effectiveness, structure and meetings, independence from the Board and

contribution to decisions of the Board. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

Performance of individual Directors include aspects such as attendance, contribution at Board/ Committee meetings and guidance/ support to the management outside Board/ Committee meetings, leadership style, unbiased approach, personal characteristics, core competency etc and in addition fulfillment of independence criteria as specified under SEBI LODR Regulations and their independence from the management considered for independent directors.

In a separate meeting of independent directors held on 12th February, 2020, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the non-executive directors.

The Nomination and Remuneration Committee formulates the criteria for evaluation and oversees the evaluation process.

16. Transfer of amounts and shares to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and any amendment thereof, read with all relevant notifications as issued by the Ministry of Corporate Affairs from time to time all shares in respect of which dividend has remained unpaid or unclaimed for a period of seven consecutive years have been transferred by the Company, within the stipulated due date, to the Investor Education and Protection Fund (IEPF).

A list of shareholders along-with their DP ID and Client ID and Folio No. who have not claimed their dividends for the last 7 consecutive years i.e. 2012-2013 to 2018-2019 and whose shares are therefore liable to transfer to IEPF Demat Account, has been displayed on the website of the Company at besides sending communications to individual respective shareholders and issuance of Public Notice.

Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund. The due dates for transfer of unclaimed dividend to IEPF are provided in the report on Corporate Governance. The shareholders are encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.

17. 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 the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely

preparation of reliable financial disclosures.

18. Disclosure under Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company is committed to provide safe and secure environment to Women employees at workplace and adopt zero tolerance towards sexual harassment at workplace. The Company has adopted Prevention of Sexual Harassment policy in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All women employees of Office are covered under this policy irrespective of their designation, tenure, temporary or permanent nature. The policy aims to provide safe and secure environment for women employees.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints filed during the year under review.

19. Particulars of Employees

Particulars of employees pursuant to Section 197 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 in respect of Employees of the Company is attached as Annexure E.

20. 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 them 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.

21. Material Change and Commitment

With the global outbreak of Covid-19, the manufacturing, business operations and activities of the Company had to be shut down temporarily in compliance with the directives of the Central Government and various State Government authorities. The Registered Office along with the Regional Offices were also closed as per directives applicable to them. The Company had to adopt Work from Home Policy for all its office employees and other staff to minimize the risk and contain spread of Covid-19. However, with implementation of gradual relaxations, the Company resumed its operations in a limited way with approval from the local authorities with effect from 29th April, 2020. Disruption of normal operations will have its impact on the operations and results for the financial year 2020-21. These are early days and the Company is not in a position to gauge with certainty the future impact on operations but expects normalcy to be achieved in times to come.

22. Code of Conduct

The Company has adopted the Code of Conduct for all Board members and senior management which incorporates the role, duties and liabilities of Independent Directors as laid down in the Companies Act, 2013. The Code is posted on the Companys website. All Board members and senior management personnel (as per Regulation 26 (3) of the Listing Regulations) have affirmed compliance with the applicable Code of Conduct. A declaration to this effect, signed by the CEO and CFO forms part of this Report as Annexure F

23. Whistle Blower Policy

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. 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 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, Chief Financial Officer of the Company for investigation.

Such disclosure/ Communication should be submitted under a 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". During the year, no complaints were received under the said policy.

24. 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 and said code is available on website of the Company.

25. Business Responsibility Report

As stipulated under Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2019 the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of the Annual Report.

26. Particulars of Loans, Guarantee and Investments

Particulars of loan given, investment made and guarantee given is provided in the financial statements. Please refer Note to the

Financial Statements. No loan / advance is outstanding to any company in which the Directors are interested.

27. 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 C

28. 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.

29. Significant and Material Orders passed by the Regulators or Courts

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

30. Committees of Board

The details of committees constituted by the Board of Directors and number of meeting of each committee held during the period are provided in Corporate Governance Report.

31. Number of Meetings of Board of Directors

The Board met 6 times during the financial year 2019-2020

i.e. on 19th April, 2019, 17th May, 2019, 5th August, 2019, 7th October, 2019, 12th November, 2019 and 12th February, 2020.

32. Holding Company

GP Global APAC Pte. Ltd. continues to remain the Holding Company of your Company.

33. Subsidiary/ Associate Company

Your Company does not have any Subsidiary/Associate Company during the year under review.

34. Corporate Governance Report

A Corporate Governance Report as prescribed under the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 forms an integral part of Annual Report. A certificate of compliance by the statutory auditors of the Company forms part of the annual report.

35. 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 is uploaded on website of the Company and is available under Section Investor Relations.

36. Equity Share Capital

There was no change in the Companys Share Capital during the year under review.

37. Compliance with Secretarial Standards on Board and General Meetings

During the Financial Year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

38. Management Discussion and Analysis

A detailed report on the Management Discussion and Analysis for the financial year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, is presented in a separate section forming part of the Annual Report.

39. Corporate Website

The website of your company, carries comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard to products, plants and various depots, financial performance of your Company, corporate policies and others.

40. Reportable frauds

No fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013, during the period under review.

41. Cautionary Statement

Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions and/or in this report may be ‘forwardlooking statements within the meaning of applicable laws and regulations. The actual results may differ materially from those expressed in the statements.

42. Acknowledgement

We thank our clients, investors, dealers, suppliers, stakeholders 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.

On behalf of the Board of Directors of
GP Petroleums Limited
Manan Goel
Mumbai, August 28, 2020 Chairman