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GP Petroleums Ltd.

BSE: 532543 Sector: Industrials
NSE: GULFPETRO ISIN Code: INE586G01017
BSE 00:00 | 21 Jun 73.80 -1.20
(-1.60%)
OPEN

74.65

HIGH

74.70

LOW

73.55

NSE 00:00 | 21 Jun 74.40 -0.40
(-0.53%)
OPEN

74.80

HIGH

74.90

LOW

74.10

OPEN 74.65
PREVIOUS CLOSE 75.00
VOLUME 3693
52-Week high 103.25
52-Week low 67.80
P/E 22.99
Mkt Cap.(Rs cr) 376
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 74.65
CLOSE 75.00
VOLUME 3693
52-Week high 103.25
52-Week low 67.80
P/E 22.99
Mkt Cap.(Rs cr) 376
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

Your Directors' are pleased to present 34th Annual Report on affairs of theCompany with Audited Accounts for the financial year ended 31st March 2017.FINANCIAL HIGHLIGHTS

The summarized Financial Performance of the Company are as follows:

(Rs. in Lacs)

Particular's 2016-17 2015-16
Sales/ Income from Operations 47994.27 42249.91
Profit before Interest Depreciation and Tax (EBIDTA) 4201.22 2968.09
Less: Interest and Finance Charges 806.30 497.16
Depreciation 279.68 315.66
Profit before Taxes 3115.23 2155.27
Less: Provision for Income Tax including Deferred Tax 1092.30 795.85
Net Profit / (Loss) after Tax 2022.93 1359.42
Add: Profit / (Loss) brought forward from previous year 6406.84 5369.62
Amount available for appropriation 8429.77 6729.04
Appropriations:
Proposed Dividend 382.38 50.98
Interim Dividend - 203.94
Tax on Dividend 77.84 62.28
Residual Dividends - 0.00
General Reserve - 5.00
Total 460.23 322.20
Profit / (Loss) carried to Balance Sheet 7969.55 6406.84

During the year under review your company recorded growth of 13.60% and achievedturnover of Rs. 47994.27 Lacs as compared to Rs. 42249.91 Lacs during the previous year.Profit after Tax also grown by 48.80% to Rs. 2022.93 Lacs as compared to Rs. 1359.62 Lacsin previous year.

Company's Performance

Year 2016-17 was remarkable year to the Company. The brand IPOL recorded significantgrowth mainly through supporting channel network in B2C in Auto Lubricants and by steppingup the value benefit in the B2B for the manufacturing segment.

The Company has also signed an exclusive license agreement with Repsol S A Spain tomanufacture and market REPSOL brand of lubricants in Vasai plant located near Mumbai.Being a new entrant in India REPSOL has already made a mark in its very first year ofoperations.

Dividend

Your Directors have recommended dividend @ 15% i.e. Re 0.75 per equity share for thefinancial year 2016-17 and made provision of Rs.382.38 Lacs for dividend and Rs.77.84 Lacsfor tax on dividend. The dividend shall be subject to approval by shareholder at ensuingAnnual General Meeting.

Amount Transferred to General Reserve

During the year under review no amount has been transferred to General Reserve.

Board of Directors

During the period under review Mr. Thangapandian Srinivasalu and Mr. Brij Mohan Bansalhave resigned from the directorship of the Company. The Board places on record its deepappreciation for the valuable services rendered by them during their tenure as director ofthe Company.

On the recommendation of the Nomination & Remuneration Committee the Board ofDirectors appointed Mr. Manan Goel (DIN - 05337939) and Mr. Prerit Goel (DIN - 05337952)as additional directors with effect from 25th May 2017. In terms of Sec 161 ofthe Companies Act 2013 they shall continue as director till the date of the ensuingAnnual General Meeting. The Company has received notice from a member under Section 160 ofthe Companies Act 2013 to represent their candidature for the office of director of theCompany. The matter of their appointment will be placed before the members for approval atensuing Annual General Meeting. As specified in Regulation 36 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 brief profile of Mr. Manan Goel and Mr.Prerit Goel is provided in the notice of the ensuing Annual General Meeting.

In accordance with Section 152 and other applicable provisions of the Companies Act2013 Ms. Pallavi Goel (DIN:03579576) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for re-appointment.

During the year four Board meetings were held details whereof is given in the CorporateGovernance Report.

Subsidiary/ Associates

The Company does not have any Subsidiary/Associate Company during the year underreview.

Fixed Deposit

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.

Particulars of Loans Guarantee and Investment

During the year under review the Company has not given any loan and guarantee. Detailsof investments covered under provisions of Section 186 of the Companies Act 2013 aregiven in note no. 13 to the financial statements.

Material Change and Commitment

During the year there were no material changes affecting the Company. Declaration byIndependent Directors

Mr. Bhaswar Mukherjee Mr. Narotamkumar G. Puri Mr. Ramji Sinha and Mr. Jagat Singhare Independent Directors of the Company. All the Independent Directors have submitteddeclarations as to their being not disqualified to be appointed as independent directorsand independence as specified in Section 149 of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) 2015. The Independent Directorsare not liable to retire by rotation.

Committees of the Board of Directors

The details of committees constituted by the Board and number of meetings of eachCommittee held during the year are provided in the Corporate Governance Report.

Corporate Governance

The Company is in compliance of the requirement Corporate Governance prescribed underthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Acertificate of compliance by the auditors shall form part of the annual report.

Extract of Annual Return

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

Equity Share Capital

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

Auditors

Statutory Auditors

M/s. PNG & Co. Chartered Accountants (Firm Registration No. 021910N) wereappointed as Statutory Auditors of the Company from the conclusion of 31stAnnual General Meeting till the conclusion of 36th Annual General Meetingsubject to ratification by members at every Annual General Meeting.

The Board of Directors recommends ratification of their appointment as StatutoryAuditors for the Financial Year 2017-18 at ensuing Annual General Meeting. The AuditCommittee has also recommended ratification of their appointment.

The report of the Statutory Auditors read with notes to account being selfexplanatoryneeds no further clarification. No qualification reservation or adverse remark has beenreported to the Board in the report.

Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act 2013 the Board onrecommendation of the Audit Committee has appointed M/s Pricewaterhouse Coopers Pvt. LtdMumbai as Internal Auditors of the Company.

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 has appointed Mr. Dilip MurlidharBathija Cost Accountant (Membership No. 10904) as Cost Auditor of your Company for thefinancial year 2017-18 at a remuneration of Rs. 100000/- (Rupees One Lac Only) plusreimbursement of out of pocket expenses at actual basis.

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.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act 2013 and Rule 9 of the Companies(appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Punit Shah Practicing Company Secretary (CP No. 7506) as SecretarialAuditors of the Company. The report of the Secretarial Auditors is attached herewith asAnnexure B and forms an integral part of this report.

The report is self-explanatory and do not call for any further comments.

Related Party Transactions

All related party transactions were placed before the Audit Committee and the Board fortheir approval. Omnibus approval was obtained on yearly basis for transactions which wereof routine and repetitive nature. The transactions entered into pursuant to omnibusapproval were placed before the Audit Committee and the Board on quarterly basis. Thepolicy on related party transactions as approved by the Board of Directors has beenuploaded on the website of the Company. Pursuant to Section 134(3) (h) of the CompaniesAct 2013 read with Rule 8(2) of the Companies (Accounting) Rules 2014 there were nomaterial transactions contracts or arrangements entered into with related parties as on31st March 2017. A statement showing Related Party Transactions entered duringthe year under review is given as Annexure C.

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 D to this Report.

As per provisions of Section 136(1) of the Companies Act 2013 the Report and theAccounts are being sent to all the members of the Company

excluding the information required under Section 197(12) of the Companies Act 2013read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Any member interested in obtaining such information may write tothe Company Secretary at the Registered Office during working hours up to date of AnnualGeneral Meeting

Risk Management Policy

The Company has implemented an integrated risk management approach through which itreviews and assesses significant risks on regular basis to ensure that a robust system ofrisk controls and mitigation is in place. Senior management periodically reviews this riskmanagement framework to keep updated and to address emerging challenges.

Corporate Social Responsibility Policy

The Company has started several activities under CSR initiatives in the area ofeducation rural development and promoting health care in and around its area ofoperations and local area at Vasai and providing financial support to such institutionswhich are worked in social development area. These projects are in accordance withCompany's CSR policy.

Details of CSR activities are disclosed in the Annual Report as Annexure E.

Board Evaluation

Pursuant to provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 Board evaluation was completed through a processof structured questionnaire and taking into consideration various aspects of the Board'sfunctioning composition culture obligation and governance. The Board of Directorsexpressed their satisfaction with the evaluation process.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

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 F.

Human Resources

Your company treats "Human Resource" as one of its most important assets andcontinuously 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 promotion of talent internally through job rotation and jobenlargement.

Code of Conduct

Your company is committed to conduct 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 Managerial Personnel of the Company. This helps in dealing withethical issues and also in fostering a culture of accountability and integrity. Thedeclaration from CEO about compliance of Code of Conduct is given in Annexure G.

Whistle Blower Policy

Your company has adopted Whistle Blower Policy for Directors and Employees of theCompany. The Company has established a secured system to enable Directors and Employees toreport their genuine concerns generally impacting/ affecting business of your companyincluding but not limited to improper or unethical behavior/misconduct/ actual orsuspected frauds/ violation of the Company's code of conduct. All protected disclosuresconcerning financial or accounting matters should be addressed in writing to the AuditCommittee either directly or through designated officer Mr. Jagdish Nagwekar ChiefFinancial 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 with

subject as "Disclosure under the Whistle Blower Policy".

During the year no complaints were received under the said policy.

Disclosure under Prevention of Sexual Harassment Policy

The Company has adopted Prevention of Sexual Harassment policy. An internal Committeehas been constituted under the policy. No complaints were received during the year underreview.

Industrial Relations

Industrial Relations continued to remain cordial and peaceful.

Directors Responsibility Statement

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

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

2. 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 2017 and of theCompany's profit for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

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

5. That internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively.

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

Management Discussion and Analysis

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

Acknowledgement

Your Directors take this opportunity to express their appreciation for the cooperationand assistance received from the Government of India State Governments banksstakeholders 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.

On behalf of the Board of Directors
of GP Petroleums Ltd
Manan Goel
Mumbai 10th August 2017 Chairman