Gujarat Petrosynthese Ltd Directors Report.

To the Members of,

Gujarat Petrosynthese Limited

Address:24, II Main, Doddanekkundi Industrial Area, Phase 1, Mahadevapura, Bengaluru - 560048

Your Directors have pleasure in presenting the 43rd Annual Report of the Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2020.

FINANCIAL RESULTS

The Companys financial performance, for the year ended 31st March, 2020 is summarised below:

(Rs. in ‘000)

Particulars for the financial year for the financial year
31/03/2020 31/03/2019
Revenue from Operation 2,02,054 2,20,676
Other Income 4,451 2,968
Total Revenue 2,06,505 2,23,644
Less: Expenses 2,15,120 2,37,650
Profit/(Loss) before exceptional items & Tax (8,615) (14,006)
Profit on exceptional items 23,186 -
Profit/ (Loss) before tax 14,571 (14,006)
Less: 1. Current Tax - 321
2. Tax adjustment of earlier years (net) - -
3. Deferred Tax (340) (3,389)
Profit/(Loss) for the year 14,911 (10,938)
Other comprehensive income (OCI):Items that will not be reclassified to profit or loss:
1. Re-measurement gains/(losses) on defined benefit plans
2. Income tax effect on above - -
Total Other Comprehensive Income (OCI) for the year, net of tax expense - -
Total Comprehensive Income/(Expense) for the year 14,911 (10,938)
Earnings per equity shares (Face Value of Rs.10/- each)
Basic and Diluted earnings per share 2.50 (1.83)
APPROPRIATION
Interim Dividend NIL NIL
Final Dividend NIL NIL
Tax on distribution of dividend NIL NIL
Transfer of General Reserve NIL NIL
Balance carried to Balance sheet 14,911 (10,938)

b. OPERATIONS:

The Company continues to be engaged in the activities pertaining to Manufacture of polymer/ synthetic. There was no change in nature of the business of the Company, during the financial year under review.

c. PERFORMANCE & FUTURE OUTLOOK:

The slowdown in the automotive industry during 2019 accompanied by the lockdown at the end of the financial year 2019-2020 due to the COVID 19 pandemic was a heavy dampener to the sales during the year. The Company had targeted an annual sales of 2000 MT for the year 2019-2020, an increase of 13% over the previous year sales figure of 1742 MT, but ended the year with 1727 MT, thus managing to retain the sales to the same level as last year in spite of the tough challenges

The COVID-19 pandemic and the consequent lockdown restrictions imposed on various activities during the current year, while being a necessary measure to contain its spread, have also posed unprecedented challenges to all businesses, and the business operations of the Company has been no exception to this. Our plant was closed from March 24, 2020 to May 4, 2020 due to the lockdown. Besides losing a weeks production at the end of the financial year, we were unable to sell all our products which resulted in piling up of finished stocks and less revenue for the 2019-2020 year.

The plant started operations on 05th May, 2020, at only 10% of the capacity while observing full compliance to the conditions of operations stipulated, to avoid any infection due to COVID-19. As of now the Company has not faced any shortage of raw materials. However, since some of our raw materials are imported, we may be affected in the future if our suppliers are unable to supply on time.

The situation due to Covid-19 is exceptional, changing dynamically and has had a negative impact on our operations. However, the Company is confident about adapting to the changing business environment and responding suitably to fulfil the needs of its customers. With the opening of domestic market post lockdown, we expect business to start improving from the 2nd quarter of this financial year and we hope to expect normal business from the 3rd quarter onwards subject to availability of imported raw materials and customer needs.

d. PERFORMANCE & FUTURE OUTLOOK OF THE WHOLLY OWNED SUBSIDIARIES:

Gujarat Polybutenes Private Limited (GPPL)

In the Board meeting on June 30th, 2020, the directors approved the scheme of merger between the Company and GPPL subject to the to the requisite approval, consent and sanction of National Company Law Tribunal (NCLT), Mumbai and Bengaluru Bench or other authorities as required under the law. The appointed date of the merger has been decided as 01st July, 2020. This will create a single stronger entity with operational synergies, streamlining and optimizing the group structure and provide efficient administration

GPL Finance and Investments Limited (GPLFIL)

The Company received approval of RBI for change in control and management of GPLFIL on 18th March, 2020 whereby White Oak Investment Management Private Limited and its nominee shareholders would acquire 99% of the equity shares of GPLFIL from the Company and its nominees within 60 days of receipt of approval from RBI. Thereafter the sale of shares was completed on 30th March, 2020 after receipt of the sales proceeds of Rs 3.41 crores. As GPLFIL no longer is a wholly owned subsidiary, the accounts of GPLFIL are not part of GPLs consolidated accounts.

e. DIVIDEND:

With a view to conserve resources, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

f. UNPAID DIVIDEND & IEPF:

The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

g. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves during the year.

h. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The performance and financial position / salient features of the financial statement of the Subsidiary, for the Financial Year ended 31st March 2020 during the year under review, is given in Form AOC-1 and is attached and marked as "Annexure-I" and forms part of this Report.

i. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

j. CONSOLIDATED FINANCIAL STATEMENT:

Consolidated Financial Statements are prepared by your Company in accordance with the applicable Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs and the same together with Auditors Report thereon form part of the Annual Report. The financial statements have been prepared as per Division II of Schedule III issued by the Ministry of Corporate Affairs vide its Notification dated April 06, 2016.

k. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into any transactions/contracts/arrangements referred to in Section 188(1) of Companies Act, 2013 with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review.

l. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "Annexure III" which forms part of this Report.

m. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March 2020 made under the provisions of Section 92(3) of the Act is attached as "Annexure IV" which forms part of this Report. Further the Company has placed its Extract of the Annual Return (as at 31st March, 2020 and as at 31st March, 2019, referred to in Section 92(3) in MGT-9 format on the below mentioned web address:

https://www.gpl.in/mgt-9.php.

n. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

Full particulars of investments, loans, guarantees and securities covered under Section 186 of the Companies Act 2013 provided during the financial year under review has been furnished in the Notes to Accounts which forms part of the financials of the Company.

o. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

As mentioned earlier, the Board has approved the scheme of merger between the Company and its subsidiary GPPL subject to the to the requisite approval, consent and sanction of National Company Law Tribunal (NCLT), Mumbai and Bengaluru Bench or other authorities as required under the law. The appointed date of the merger has been decided as 01st July, 2020. Except the scheme of merger and matters as disclosed else wherein this report, no material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year of the Company and date of this report.

p. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. BOARD OF DIRECTORS

i. Appointment

• The term of office of Ms. Charita Thakkar as Joint Managing Director expired on 31st March, 2019. Hence, she was re-appointed as a Joint Managing Director by the members through special resolution w.e.f. 01st April, 2019.

• The term of office of Ms. Urmi Prasad as Joint Managing Director expired on 31st March, 2019. Hence, she was re-appointed as a Joint Managing Director by the members through special resolution w.e.f. 01st April, 2019.

• At the previous Annual General Meeting of the Company, the members accorded their approval by passing ordinary resolution for appointment of Mr. Rajesh Parikh as an independent director for a period of 5 years. Pursuant to Rule 8 of the Companies (Accounts), Rules, 2014, as amended, in the opinion of the Board, Mr. Rajesh Parikh who was appointed as an Independent Director during the year, has integrity, expertise and experience (including the proficiency).

ii. Resignation

None of the Directors of the Company has resigned as Director of the Company during the year under review.

However, Mr. Rameshchandra Thakkar, Chairman and Non-Executive Director of the Company has ceased to be the director of the Company w.e.f. 16th May, 2020 due to his sad demise. The Board took on record the invaluable contribution made by Mr. R. M. Thakkar as the promoter and Chairman of the holding company GPL and as Director of the subsidiary GPPL. Having successfully led the company for 36 years since the start of the commercial production of the polybutene unit and later establishing the polymer and blends unit, his immense knowledge, extraordinary vision, extensive and varied experience, valuable guidance and helpful advice contributed to the growth and development of the company.

iii. Retirement by rotation

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Urmi Prasad, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164(2) of the Companies Act, 2013.

b. KEY MANAGERIAL PERSONNEL

i. Appointment

• Ms. Urmi Prasad is appointed as Chief Financial Officer (CFO) of the Company w.e.f. 01st April, 2019.

• Ms. Pratiksha Parmar is appointed as Company Secretary and Compliance Officer of the Company w.e.f. 14th February, 2020.

ii. Resignation

• Ms. Ankita Gokani resigned as Company Secretary and Compliance Officer of the Company w.e.f. 05th October, 2019.

Other than as stated above, there has not been any change in the Directors and Key Managerial Personnel of the Company.

c. DECLARATIONS BY INDEPENDENT DIRECTORS:

As required under Section 149(7) of the Companies Act, 2013, read with SEBI (Listing Obligations and Disclosure Requirements), (Amendment) Regulations,2018, the Independent Directors have placed the necessary declaration of their independence in terms of the conditions laid down under Section 149(6) of the Companies Act, 2013, as amended in the Board Meeting held on Tuesday, 30th June, 2020. Further, pursuant to the Companies (Appointment and Qualification of Directors), Rules, 2014 as amended, the said declaration also includes a confirmation to the effect that the Independent Directors have included their names in the Database maintained by the Indian Institute of Corporate Affairs and they have paid the necessary fees for the said registration and will pay the fees for the renewal.

d. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

The Company does not have any Holding Company and none of the Directors have drawn any remuneration/commission from Subsidiary Company.

b. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met Five (5) times during the financial year ended 31st March 2020 on 19th April, 2019, 20th May 2020, 14th August, 2019, 13th November, 2019, 14th February, 2020 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Name of Directors Number of Board meetings that Directors were eligible to attend during financial year 2019-20 Board Meetings attended
Mr. Rameshchandra Thakkar 5 4
Ms. Urmi Prasad 5 5
Ms. Charita Thakkar 5 2
Mr. V Raghu 5 4
Mr. Rajesh Parikh 5 5
Mr. M. D. Garde 5 5

The Company has complied with the applicable Secretarial Standards in respect of all the above Board meetings.

b AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. Moreshwar Garde, Chairman,

2. Mr. Rameshchandra Thakkar, Member

3. Mr. Raghu Venkataraman, Member

4. Mr. Rajesh Parikh, Member

The Audit Committee met Four (4) times during the financial year ended 31st March 2020 on 20th May 2020, 06th August, 2019, 13th November, 2019 and 14th February, 2020 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder

Name of Directors Number of meetings that members were eligible to attend during financial year 2019-20 Board Meetings attended
Mr. M. D. Garde, Chairman 4 4
Mr. Rameshchandra Thakkar 4 4
Mr. V Raghu 4 4
Mr. Rajesh Parikh 4 4

Due to the sad demise of Mr. Rameshchandra Thakkar, the Board members have re-constituted the Audit Committee in their meeting held on 30th June, 2020 wherein the re-constituted committee is as follows:

1. Mr. Moreshwar Garde, Chairman

2. Mr. Raghu Venkataraman, Member

3. Mr. Rajesh Parikh, Member

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

c. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. Moreshwar Garde, Chairman,

2. Mr. Rameshchandra Thakkar, Member

3. Mr. Raghu Venkataraman, Member

The Nomination & Remuneration Committee met two (2) times during the financial year ended 31st March 2020 as on 20th May 2019 and 14th February 2020.

Name of Directors Number of meetings that members were eligible to attend during financial year 2019-20 Board Meetings attended
Mr. Moreshwar Garde, Chairman 2 2
Mr. V Raghu 2 2
Mr. Rameshchandra Thakkar 2 2

Due to the sad demise of Mr. Rameshchandra Thakkar, the Board members have re-constituted the Nomination & Remuneration Committee by passing the circular resolution as on 23rd June, 2020 wherein the re-constituted committee is as follows:

1. Mr. Moreshwar Garde, Chairman

2. Mr. Raghu Venkataraman, Member

3. Mr. Rajesh Parikh, Member

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The policy is also uploaded on the website of the Company. The path of the same is as follows: https://www.gpl.in/policy.php

d. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholders Relationship Committee.

The composition of the committee is as under:

1. Mr. Rajesh Parikh, Chairman

2. Mr. Raghu Venkataraman, Member

3. Ms. Urmi Prasad, Member

The Stakeholders Relationship Committee met two (2) times during the financial year ended 31st March 2020 as on 13th November 2019 and 14th February 2020.

Name of Directors Number of meetings that members were eligible to attend during financial year 2019-20 Board Meetings attended
Mr. Rajesh Parikh, Chairman 2 2
Mr. V Raghu 2 2
Mr. Urmi Prasad 2 2

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The policy is also uploaded on the website of the Company. The path of the same is as follows:

https://www.gpl.in/policy.php

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

f. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

The policy is also uploaded on the website of the Company. The path of the same is as follows: https://www.gpl.in/policy.php

g. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable on the Company.

h. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of all the committees i.e. Audit, Nomination and Remuneration, Stakeholders Relationship Committee.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its Committees and individual directors, including the Chairman of the Board the exercise was carried out by feedback survey from each director covering the Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate Exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

The various criteria considered for evaluation of Executive Directors included qualification, experience, knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making, governance etc. The Board commended the valuable contributions and the guidance provided by each Director in achieving the desired levels of growth. This is in addition to evaluation of Non-Independent Directors and the Board as a whole by the Independent Directors in their separate meeting being held every year.

c. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2020:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2020 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2020:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. J.J. Gandhi & Associates, Practicing Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2019-20.

Secretarial Audit Report issued by M/s. J.J. Gandhi & Associates, Practicing Company Secretaries in Form MR-3 for the financial year 2019-20 and is annexed hereto and marked as "Annexure-II". The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013 except as mentioned below:

"As per the requirements of Regulation 31(2) of the SEBI (LODR) Regulations, 2015 the 100% shareholding of the promoters have not been maintained in demat form."

The management hereby gives explanation to the above mentioned qualification that the two promoters who are holding shares in physical form are deceased and hence, Company was not able to maintain all the shareholding of promoter in demat form. However, Company is identifying various measures to do the same.

c. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Dayal & Lohia, Chartered Accountants, the Statutory Auditors of the Company have been appointed for a term of five financial years and they continue to be the Statutory Auditors of the Company till the conclusion of the Annual General Meeting for the financial year 2021-22.

They have confirmed their eligibility under Section 141of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Regulation 33(1) (d) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations,2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The amended provision of Section 139(1) of the Companies Act, 2013, has dispensed with the ratification of appointment of Statutory Auditors each year by the Members.

d. INTERNAL AUDITOR:

The Company has adopted an internal control system, commensurate with its size. The Company had appointed M/s. Krishna & Vishwas LLP as the internal auditors of the Company for FY 2019-20 to complete the internal audit.

Further, the board of directors in their meeting held on 20th August, 2020 have proposed to reappoint M/s Krishna & Vishwas LLP, as the Internal Auditor of the Company for the financial year 2020-21. The Company ensures compliance and controls so that the assets and business interests of your Company are adequately safe guarded.

e. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

f. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

d. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and marked as "Annexure - V".

e. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as "Annexure-VI".

f. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

b. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2020, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2020and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f. the internal financial controls are followed by the Company and such internal financial controls are adequate and were operating effectively.

c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

d. CORPORATE GOVERNANCE:

The compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V is not applicable to the Company but the Company strives to ensure that best corporate governance practices are adopted and consistently followed.

e. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT,2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

h. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT,2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014is furnished.

i. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board
Gujarat Petrosynthese Limited
Ms. Urmi N. Prasad Ms. Charita Thakkar
Jt. Managing Director Jt. Managing Director
DIN : 00319482 DIN : 00321561
Date : 20th August, 2020 Place : Hyderabad. Place : San Francisco