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GP Petroleums Ltd.

BSE: 532543 Sector: Industrials
NSE: GULFPETRO ISIN Code: INE586G01017
BSE LIVE 15:40 | 23 Aug 81.90 2.40
(3.02%)
OPEN

80.00

HIGH

83.40

LOW

78.50

NSE 15:31 | 23 Aug 82.15 3.00
(3.79%)
OPEN

79.80

HIGH

83.80

LOW

79.55

OPEN 80.00
PREVIOUS CLOSE 79.50
VOLUME 7538
52-Week high 103.60
52-Week low 56.00
P/E 26.25
Mkt Cap.(Rs cr) 418
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 80.00
CLOSE 79.50
VOLUME 7538
52-Week high 103.60
52-Week low 56.00
P/E 26.25
Mkt Cap.(Rs cr) 418
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GP Petroleums Ltd. (GULFPETRO) - Director Report

Company director report

Dear Shareholders

On behalf of the Board of Directors it is our pleasure to present the 33 Annual Reporttogether with the Audited Statement of Accounts of GP Petroleums Limited (Formerly SahPetroleums Limited) for the year ended March 312016.

1. FINANCIAL PERFORMANCE:

The summarized financial results of your Company are given in the table below.

Rs in Lacs

Particulars Financial

31/03/2016

Year ended

31/03/2015

Net Sales/Income from operations Profit before Interest Depreciation & 42249.91 40728.14
Tax (EBITDA) 2968.09 1723.83
Interest & Finance Charges 497.16 963.01
Depreciation 315.66 307.35
Profit before Taxation Provision for Income Tax including 2155.27 453.47
Deferred Tax 795.85 (49.15)
Net Profit/(Loss) After Tax Profit/(Loss) brought forward from previous year 1359.42 502.61
5369.62 4923.00
Amount available for appropriation

Appropriations:

6729.04 5425.61
-Proposed Dividend 50.98 50.98
-Interim Dividend 203.93 0.00
-Tax on Dividends 62.26 0.00
-Residual Dividends 0.03 0.01
-General Reserve 5.00 5.00
Total 322.20 55.99
Profit/(Loss) carried to Balance Sheet 6406.84 5369.62

2. BUSINESS RESULTS:

The performance of your Company during the year under report has shown improvement overthe previous year. Net Sales/Income from operations for the year ended 31stMarch 2016 amounted to ' 42249.91 lacs against ' 40728.14 lacs in the previous year.The profit for the year stood at ' 1359.42 lacs against the profit ' 502.61 lacs in theprevious year registering a growth of 170.47%.

3. DIVIDEND:

The Board of Directors at its meeting held on 11th March 2016 declaredand paid interim dividend of ' 0.40 per share @ 8% on the Equity Shares of ' 5/- each. TheBoard of Directors recommended final dividend of ' 0.10 per share @ 2% on the EquityShares of ' 5/- each for the year ended 31st March 2016. The dividend will bepaid subject to approval of Shareholders at the ensuing Annual General Meeting.

4. CHANGE OF REGISTERED OFFICE OF THE COMPANY:

The Company has shifted its Registered office from 406/407 Embassy Centre NarimanPoint Mumbai-400021 to the Company owned new premises 804 8th Floor AckrutiCentre MIDC Central Road MIDC Andheri (East) Mubai-400093 w.e.f. 24thAugust 2015.

5. MANUFACTURING / MARKETING TIEUP OF REPSOL LUBRICATING PRODUCTS:

During the year GP Petroleums Limited tied-up with the Repsol Spain's largestlubricant Company for blending and marketing of Repsol lubricants in India. Repsol is verywell known brand across the world for its successful performance in MotoGP worldchampionship racing. The product range covers a wide variety of automotive lubricants forTwo Wheelers Cars and Diesel Engine Oils in the premium segment.

6. DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Thangapandian Srinivasalu (DIN03376410) retires by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for reappointment.

During the year Mr. Ayush Goel (DIN 02889080) who had appointed as AdditionalDirector by the Board of Directors in terms of Section 161 of the Companies Act 2013holds office until the date of ensuing Annual General Meeting. The Company has receivednotice from a member under Section 160 of the Companies Act 2013 for his appointment asdirector on board of the Company.

A brief resume nature of expertise details of directorships held in other companiesand shareholding in the company as stipulated under Regulation 36 of the listing agreementwith the stock exchanges is appended as an annexure to the notice of the ensuing AnnualGeneral Meeting.

7. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Bhaswar Mukherjee Mr. Narotamkumar G. Puri Mr. Jagat Singh and Mr. Ramji Sinhawere Independent Directors on the Board of your Company. In the opinion of the Board andas confirmed by these Directors they fulfils the conditions specified in Section 149 ofthe Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

8. BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance theIndependent Directors individually as well as the evaluation of the working of theCommittees of the Board. The performance evaluation of all the Directors was carried outby the Nomination and Remuneration Committee. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors.

9. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year six Board Meetings were convened and held the details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 and Regulations 17 of theSecurities and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulation 2015.

10. COMMITTEES OF BOARD:

The details of composition of the Committees of the Board of Directors are as under:-

a. Audit Committee

Sr. No. Name Chairman/ Members
1 Mr. Bhaswar Mukherjee Chairman
2 Mr. Narotamkumar G.Puri Member
3 Mr. Jagat Singh Member

During the year the Committee had met five times on 14th April 2015 28thMay 2015 5th August 2015 5th November 2015 and 4thFebruary 2016.

b. Nomination & Remuneration Committee

Sr. No. Name of the Director Chairman/ Members
1 Mr. Bhaswar Mukherjee Chairman
2 Mr. Narotamkumar G.Puri Member
3 Mr. Ayush Goel Member

During the year the Committee met three times on 23rd June 2015 24thJuly 2015 and 22nd December 2015.

c. Stakeholders Relationship Committee

Sr. No. Name of the Director Chairman/ Members
1 Mr. Narotamkumar G.Puri Chairman
2 Mr. Bhaswar Mukherjee Member
3 Mr. Ayush Goel Member

During the year the Committee met four times on 26th May 2015 5thAugust 2015 5th November 2015 and 4th February 2016.

d. Risk Management Committee

Sr. No. Name of the Director/Member Chairman/ Members
1 Mr. Bhaswar Mukherjee-Director Chairman
2 Mr. Narotamkumar G. Puri-Director Member
3 Mr. Hari Prakash Moothedath-CEO Member
4 Mr. Jagdish Nagwekar-CFO Member

During the year the Committee met three times on 23rd June 2015 24thJuly 2015 and 22nd December 2015.

e. Corporate Social Responsibility Committee

Sr.No. Name of the Director Chairman/ Members
1 Mr. Bhaswar Mukherjee Chairman
2 Mr. Ayush Goel Member
3 Ms. Pallavi Goel Member

The Committee constituted on 23rd May 2016.

11. EQUITY SHARE CAPITAL:

There was no change in the Company's share capital during the year under review.

As on 3151 March 2016 the issued subscribed and paid up share capital ofyour Company stood at ' 254921915/- comprising 50984383 Equity shares of '5/- each.

12. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act 2013 (‘the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return isAnnexed as Annexure 1.

13. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 subsection 3(c) and sub-section 5 of theCompanies Act 2013 your Directors hereby state and confirm that:

(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

(ii) Such accounting policies have been selected and applied consistently and madejudgments and estimates have been made that are reasonable and prudent to give a true andfair view of the Company's state of affairs as at March 31 2016 and of the Company'sprofit or loss for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

(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 suchinternal financial controls were adequate and were operating effectively.

(vi) Proper systems were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

14. STATUORY AUDITORS:

At the Company's 31st Annual General Meeting (AGM) held on September 302014 M/s. PNG & Co. Chartered Accountants

New Delhi were appointed as the Company's Statutory Auditors from the conclusion ofthe 31st AGM till the conclusion of the 36th AGM.

In terms of Section 139 (1) of the Companies Act 2013 the appointment of thestatutory auditors to hold office from the conclusion of the 31st AGM until theconclusion of the 36th AGM is placed for your ratification.

The report of the Statutory Auditors alongwith notes to Schedules is enclosed to thisreport. The observations made in the Auditors' Report are self-explanatory and thereforedo not call for any further comments.

15. COST AUDIT:

As per the Cost Audit Orders Cost Audit is applicable to the Company's products/business of the Company for the FY 201617.

In view of the same and in terms of the provisions of Section 148 and all otherapplicable provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 Mr. Dilip Murlidhar Bathija Cost Accountant has been appointed asCost Auditors to conduct the audit of cost records of your company for the financial year2016-17. The remuneration proposed to be paid to them requires ratification ofshareholders of the Company. In view of this your ratification for payment ofremuneration to Cost Auditors is being sought at the ensuing Annual General Meeting of theCompany.

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairswithin the stipulated time period.

16. SECRETARIAL AUDIT:

In terms of Section 204 of the Companies Act 2013 and Rules made there under Mr.Punit Shah Practicing Company Secretary has been appointed as Secretarial Auditor of theCompany. The report of the Secretarial Auditors is enclosed as Annexure 2 to thisreport. The report is self-explanatory and do not call for any further comments.

17. RELATED PARTY TRANSACTIONS:

The details of transactions entered into with the Related Parties are enclosed as Annexure3.

18. HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most important assetsand continuously invest in attraction retention and development of talent on an ongoingbasis. A number of programs that provide focused people attention are currently underway.Your Company thrust is on the promotion of talent internally through job rotation and jobenlargement.

19. RISK MANAGEMENT POLICY:

In terms of the requirement of the Act the Company has developed and implemented theRisk Management Policy and the Risk Management Committee of the Board reviews the sameperiodically.

20. FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits from the Public. Therefore it is notrequired to furnish information in respect of outstanding deposits under Non-BankingNon-Financial Companies (Reserve Bank) Directions 1966 and Companies (Accounts) Rules2014.

21. PARTICULARS OF EMPLOYEES:

The information required to be disclosed in the Directors' Report pursuant to Section197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is set out as Annexure 4 to thisReport.

22. CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements) Regulations 2015 and Clause 49 ofthe erstwhile Listing Agreement regarding Corporate Governance. A report on the CorporateGovernance practices the Auditors' Certificate on compliance of mandatory requirementsthereof are given as an annexure to this report.

23. MANAGEMENT DISCUSSION & ANALYSIS:

A detailed report on the Management Discussion & Analysis is provided as a separatesection in the Annual Report.

24. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors and Senior Management Personnel of the Company. This helps in dealing withethical issues and also in fostering a culture of accountability and integrity.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

i. CONSERVATION OF ENERGY:

The Company's operations involve low energy consumption. Adequate measures havehowever been taken to conserve energy.

ii. TECHNOLOGY ABSORPTION:

The Company is carrying on Research and Development in manufacturing process and the R& D busy in developing new products to absorb full Technology available with Company.

iii. FOREIGN EXCHANGE EARNINGS / OUTGO:

(a) Earnings in Foreign Exchange:

Export of Sales (FOB) 89440656/-
(b) Expenditure in Foreign Exchange:
Import of Raw Material 1561037756/-
Travelling Expenses 936142/-
Royalty 283348/-
Commission on Export Sales 534108/-
Interest Charges 3946014/-

26. INDUSTRIAL RELATIONS:

Industrial Relations continued to remain cordial and peaceful.

27. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their appreciation for the cooperationand assistance received from the Government of India State Governments banksshareholders and business associates during the year under review. The Directors also wishto place on record their appreciation of the devoted and dedicated services rendered byall employees of the Company.

For and on behalf of the Board of Directors
Place: Mumbai Thangapandian Srinivasalu
Date: 5th August 2016 Chairman