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Cera Sanitaryware Ltd.

BSE: 532443 Sector: Consumer
NSE: CERA ISIN Code: INE739E01017
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OPEN 4298.90
52-Week high 4892.35
52-Week low 2100.00
P/E 55.40
Mkt Cap.(Rs cr) 5,610
Buy Price 4313.70
Buy Qty 1.00
Sell Price 4321.55
Sell Qty 1.00
OPEN 4298.90
CLOSE 4277.35
52-Week high 4892.35
52-Week low 2100.00
P/E 55.40
Mkt Cap.(Rs cr) 5,610
Buy Price 4313.70
Buy Qty 1.00
Sell Price 4321.55
Sell Qty 1.00

Cera Sanitaryware Ltd. (CERA) - Director Report

Company director report

Dear Shareholders

The Directors present herewith the 37th Annual Report of GP PetroleumsLimited and Audited Financial Statements for the financial year ended 31stMarch 2020 together with Auditors Report.

1. Financial Highlights

The summarized Financial Performance of the Company are as follows:

(' in Lakhs)

Particular's 2019-2020 2018-2019
Sales/ Income from Operations 49521.15 60657.34
Profit before Interest Depreciation & Tax (EBIDTA) 2946.38 3530.34
Less: Interest and Finance Charges 715.39 667.35
Depreciation 358.45 318.45
Profit before Taxes 1872.53 2544.54
Less: Provision for Tax 316.49 919.55
Net Profit after Tax 1556.05 1624.99
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 1580.89 1660.50

2. Company's Performance

Well before the onset of the COVID-19 pandemic India's GDP growth had begun to slowdown from 7.2% in FY 2018 to 4.2% in FY 2019-2020 and the effect was clearly visible inthe auto and industrial sector which crashed to its bottom during the financial year2019-2020 consequently dragging down the lubricants sectors due to decline in marketconsumption.

Your Company posted a satisfactory performance despite challenging market conditionsarising out of slowdown in the economy particularly towards the end of the financial yearowing to outbreak of the Covid pandemic. The Company achieved a turnover of '49652.88 lacs a decline of 18% from that of the previous year. The EBIDTA was '2946.38 lacs a decline of 17% as compared to the previous year. The Profit after taxeswas modest at ' 1556.05 lacs a marginal decline of 4% over the previous year. The profitachieved was primarily on account of rationalization of the pricing structure adoption ofstringent austerity measures improved sales realisation and optimum procurement of rawmaterials and the efforts of brand building primarily through promotional activitiestargeted at mechanics have helped the Company to tide over the difficult marketconditions and post such results. Further efforts in maintaining direct contacts with thecustomers and various strategic alliances with large Manufacturers and focus on thepremium 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 perequity 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 periodto those members whose names appear in the register of members as on the date of bookclosure.

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 andrubber process oils and other products from crude oils. The Company's segments areLubricants and Trading. The Company markets its products under the brand name"IPOL". The Company's products include automotive lubricants such as automotiveengine oils automotive gear and transmission oils greases and specialties two wheelerscars and diesel engine oils; industrial lubricants such as industrial oils industrialgreases metal working products and industrial specialty oils; process oils such asrubber process oils and secondary plasticizers; transformer oils and white oils such asliquid paraffin. Its products cater to a range of industries including generalengineering automotive plastics sugar mills transformers rubber paint cosmeticstire textiles cement and adhesives.

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

Its manufacturing facilities are located in Vasai Valiv Village in Thane district ofMaharashtra with an annual production capacity of 75000 kiloliters. The Company alsoholds exclusive license to manufacture and market products of the Repsol brand in IndiaRepsol Moto 4T Sintetico 10W-50 and Repsol Moto 4T Sport XTI 15W-50. Both are syntheticoil best used in technologically developed engines aimed to cater to premium segmentmotorcycles. During the year under review there was no change in the nature of business ofthe Company. The Company has applied for a license to supply and distribute handsanitisers on wholesale B2B model as permitted in its business objects.

6. Quality Assurance and Accreditations

The Company's Plant at Vasai is accredited under ISO: (9001:2015) for qualitystandards ISO (45001:2018) for Health & Safety Management Systems and ISO(14001:2015) for environmental standards. The support provided by the Company's accreditedR&D Centers have helped in improving the quality of products and upgrading productformulation. Your Company's products primarily marketed under the brand name IPOL andREPSOL 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 stMarch 2020 with considerable experience and expertise in their respective field. Of these4 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 anAdditional Director of the Company with effect from 12th November 2019 underSection 161(1) of the Companies Act 2013. He holds office up to the date of theforthcoming AGM and being eligible offer himself for reappointment.

The Company has received a Notice under Section 160(1) from a Member signifying theintention to propose his appointment as Director. The Board recommends the appointment ofMr. 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 Act2013 Mr. Manan Goel (DIN: 05337939)

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

Mr. Bhaswar Mukherjee (DIN- 01654539) and Mr. Jagat Singh (DIN - 07178388) bothindependent directors retire at the ensuing Annual General Meeting of the Company pursuantto completion of their first five year term. Mr. Jagat Singh has indicated that he is notseeking reappointment due to preoccupation.

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

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

Appropriate resolutions seeking appointment/reappointment of the concerned directors isappearing in the Notice convening the 37th Annual General Meeting of theCompany.

Mrs. Pallavi Mangla (DIN - 03579576) has resigned from the Board w.e.f. 5thNovember 2019. The Reason for resignation mentioned in letter as received waspre-occupation and prior commitment. The Board has accepted her resignation and places onrecord its appreciation for the valuable services rendered by her during her tenure asDirector of the Company.

Mr. Prashanth Achar Chief Executive Officer Mr. Arjun Verma Chief Financial Officerand Mr. Bijay Kumar Sanku Company Secretary & Compliance Officer are Key ManagerialPersonnel of the Company.

During the year under review Mr. Hari Prakash M. retired from the position of ChiefExecutive Officer on 19th October 2019 and Mr. Prashanth Achar was appointedas 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 areIndependent Directors of the Company. All the Independent Directors have submitteddeclarations as not disqualified to be appointed as an Independent Directors and theirindependence as specified in Section 149 of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. The IndependentDirectors 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 theappointment 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 theconclusion of last i.e. 36th Annual General Meeting till the conclusion of 41stAnnual General Meeting. In view of notification dated 7th May 2018 issued byMinistry of Corporate Affairs read with Companies (Audit and Auditors) Amendment Rules2018 ratification of such appointment has not been proposed.

The Auditors vide their report dated 24th June 2020 have expressed anunmodified opinion on the Audited Financial Statements for the year ended 31 stMarch 2020. The report of the Statutory Auditors read with notes to account beingselfexplanatory needs no further clarification. No qualification reservation or adverseremark 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 onrecommendation of the Audit Committee has appointed M/s Jain Mittal Chaudhary &Associates New Delhi as Internal Auditors of the Company to conduct internal audit infair 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 148of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 CostAudit is applicable to the Company. The Board on recommendation of the Audit Committee hasappointed Mr. Dilip Murlidhar Bathija Cost Accountant bearing Membership No. 10904 asCost Auditor of your company for the financial year 2020-2021 at a remuneration of '60000/- (Rupees Sixty Thousand Only) plus reimbursement of out of pocket expenses atactuals.

The remuneration proposed to be paid is required to be ratified by the members of theCompany. Accordingly the matter will be placed at the ensuing Annual General Meeting ofthe 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 hasappointed CS Punit Shah (ACS No. 20536) Practicing Company Secretary (CP No. 7506) toundertake 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 formsan integral part of this report.

The report is self-explanatory and does not call for any further comments. Noqualification 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 yearwhich were in the Ordinary course of Business. All such transactions were tabled atmeeting of Audit Committee for approval. Also all related party transactions were tabledat Board Meeting for noting of Directors.

The Audit Committee with permission of Board granted its omnibus approval for all suchtransactions which are repetitive in nature. The Omnibus Approval is valid for one year. AStatement of Related Party Transactions entered into by the Company consequent uponomnibus approval is placed before the Audit Committee and Board on Quarterly Basis fortheir review. There were no material transactions recorded during the year. While grantingomnibus approval the Company complied with the provisions of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended.

The Company has formulated a policy for dealing with related party transactions andsame is available on the Company website. Particulars of contracts or arrangements enteredinto with Related Parties referred to in Section 188(1) of the Companies Act 2013 inprescribed 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 herebystate and confirm that:

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

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 31st March 2020 and of theCompany's profit 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 such internal financial controls were adequate and were operatingeffectively.

VI. Proper systems were devised to ensure compliance with the provisions of allapplicable 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 yourCompany has adopted Risk Management Policy and Procedure to manage & mitigate therisk. The Company has constituted a Risk Management Committee consisting of Directors andsenior management who meet at periodical intervals to review various elements of riskcategorized into high medium and low risk areas and the Board through the Committeemonitors the risk mitigation measures to ensure that the risks are minimized and do notreoccur. Relevant details of the Committee and its working to mitigate the risk isprovided in the Corporate Governance Report.

13. Corporate Social Responsibility

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

The Board of Directors of the Company in this regard have devised a Corporate SocialResponsibility (CSR) Policy which inter-alia states constitution of the CSR Committeeactivities which can be undertaken implementation quantum of investment etc. Pursuantto the provisions of Section 135 of the Companies Act 2013 and in accordance with theterms of the CSR Policy the Board of Directors has constituted a CSR Committee which ischaired by an Independent Director. The CSR policy is available on the website of theCompany.

The CSR Committee monitors the details of the expenditure incurred towards various CSRactivities and community initiatives undertaken by the Company during the year. TheCompany had undertaken the CSR activities during the year such as health care includingpreventive health care camps in Haryana construction of old age homes in Andhra PradeshAnganwadi rejuvenation in the district school and promotion of preventive health carecamps in Maharashtra. The CSR initiatives are on the focus areas approved by the Boardbenefiting 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 (CSRPolicy) Rules 2014 is enclosed

with this report as Annexure D Other relevant details in relation to CSRCommittee such as terms of reference of the CSR Committee number and dates of meetingsheld and attendance of the Directors are given separately in the attached CorporateGovernance Report.

14. Policy on Directors Appointment and Remuneration

Section 178 of the Companies Act 2013 is applicable to the Company. The Companyappoints Independent Directors being persons having rich experience and domain knowledgeto serve on the Board. Independent Directors are initially appointed by the Board onrecommendation of the Nomination and Remuneration Committee. Non-Executive Directors areappointed 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 contributiontowards the Company. Appointment(s) of all Directors are formalized on approval of theshareholders.

The Company has framed nomination remuneration and succession planning policy inrelation to remuneration of Directors Key Managerial Personnel (KMP) and SeniorManagement as recommended by the Nomination and Remuneration Committee of the Board ofDirectors. The same interalia contains matters stated under Section 178 of the CompaniesAct 2013 read with Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018. The salient features of suchpolicy have been furnished in the Corporate Governance Report forming part of this AnnualReport 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 onNomination Remuneration and succession planning policy ("Policy") which hasbeen adopted by the Board of Directors. The Policy provides for evaluation of the Boardthe 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 theBoard Committees and individual Directors shall be carried out annually.

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

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

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

contribution to decisions of the Board. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India on5th January 2017.

Performance of individual Directors include aspects such as attendance contribution atBoard/ Committee meetings and guidance/ support to the management outside Board/ Committeemeetings leadership style unbiased approach personal characteristics core competencyetc and in addition fulfillment of independence criteria as specified under SEBI LODRRegulations and their independence from the management considered for independentdirectors.

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

The Nomination and Remuneration Committee formulates the criteria for evaluation andoversees 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 InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 and any amendment thereof read with all relevant notifications as issued by theMinistry of Corporate Affairs from time to time all shares in respect of which dividendhas remained unpaid or unclaimed for a period of seven consecutive years have beentransferred by the Company within the stipulated due date to the Investor Education andProtection Fund (IEPF).

A list of shareholders along-with their DP ID and Client ID and Folio No. who have notclaimed their dividends for the last 7 consecutive years i.e. 2012-2013 to 2018-2019 andwhose shares are therefore liable to transfer to IEPF Demat Account has been displayed onthe website of the Company at besides sending communications toindividual respective shareholders and issuance of Public Notice.

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

17. Internal Financial Controls

Your Company has in place adequate internal financial controls with reference tofinancial statements. Your Company has adopted the policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors 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 (PreventionProhibition and Redressal) Act 2013.

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

The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. There were no complaints filed during the year underreview.

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 ofEmployees of the Company is attached as Annexure E.

20. Human Resources

Your Company recognizes the importance and contribution of its human resources for itsgrowth & development and values their talent integrity and dedication and treats themas one of its most important assets. The Company offers a highly entrepreneurial culturewith 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 intendsto 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 andactivities of the Company had to be shut down temporarily in compliance with thedirectives of the Central Government and various State Government authorities. TheRegistered Office along with the Regional Offices were also closed as per directivesapplicable to them. The Company had to adopt Work from Home Policy for all its officeemployees and other staff to minimize the risk and contain spread of Covid-19. Howeverwith implementation of gradual relaxations the Company resumed its operations in alimited way with approval from the local authorities with effect from 29thApril 2020. Disruption of normal operations will have its impact on the operations andresults for the financial year 2020-21. These are early days and the Company is not in aposition to gauge with certainty the future impact on operations but expects normalcy tobe achieved in times to come.

22. Code of Conduct

The Company has adopted the Code of Conduct for all Board members and senior managementwhich incorporates the role duties and liabilities of Independent Directors as laid downin the Companies Act 2013. The Code is posted on the Company's website. All Board membersand senior management personnel (as per Regulation 26 (3) of the Listing Regulations) haveaffirmed compliance with the applicable Code of Conduct. A declaration to this effectsigned 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 theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee.

All protected disclosures concerning financial or accounting matters should beaddressed in writing to the Audit Committee either directly or through designatedofficer Mr. Arjun Verma Chief Financial Officer of the Company for investigation.

Such disclosure/ Communication should be submitted under a covering letter signed bythe 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 withsubject as "Disclosure under the Whistle Blower Policy". During the year nocomplaints 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 theSEBI (Prohibition of Insider Trading) Regulations 2015 with a view to regulate trading insecurities by the Directors KMPs and designated employees of the Company. The Code laysdown guidelines for procedures to be followed and disclosures to be made by insiders whiletrading 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 theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)(Fifth Amendment) Regulations 2019 the Business Responsibility Report describing theinitiatives taken by the Company from environmental social and governance perspectiveforms 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 thefinancial statements. Please refer Note to the

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

27. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as required pursuant to Section 134(3) of the Companies Act 2013 readwith 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 provisionsof 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 ofdeposits 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 orTribunals which would impact the going concern status of the Company and its futureoperations.

30. Committees of Board

The details of committees constituted by the Board of Directors and number of meetingof 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 August2019 7th October 2019 12th November 2019 and 12thFebruary 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 underreview.

34. Corporate Governance Report

A Corporate Governance Report as prescribed under the SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 forms an integral part of Annual Report. Acertificate of compliance by the statutory auditors of the Company forms part of theannual 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 andis available under Section Investor Relations.

36. Equity Share Capital

There was no change in the Company's 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 SecretarialStandards 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 yearunder review as stipulated under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended is presented in aseparate section forming part of the Annual Report.

39. Corporate Website

The website of your company carries comprehensive database ofinformation of interest to the stakeholders including the corporate profile informationwith regard to products plants and various depots financial performance of your Companycorporate policies and others.

40. Reportable frauds

No fraud has been reported by the Auditors under Section 143(12) of the Companies Act2013 during the period under review.

41. Cautionary Statement

Statements in the Management Discussion and Analysis describing the Company'sobjectives projections estimates expectations or predictions and/or in this report maybe ‘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 theircontinued support during the year. We place on record our sincere appreciation for thecontributions made by employees at all levels. Our consistent growth was made possible bytheir 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