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GP Petroleums Ltd.

BSE: 532543 Sector: Industrials
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OPEN 51.05
VOLUME 14176
52-Week high 77.60
52-Week low 34.65
P/E 18.58
Mkt Cap.(Rs cr) 266
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 51.05
CLOSE 52.95
VOLUME 14176
52-Week high 77.60
52-Week low 34.65
P/E 18.58
Mkt Cap.(Rs cr) 266
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

The Directors present herewith the 38th Annual Report of GP Petroleums Limitedand Audited Financial Statements for the financial year ended March 31 2021 together withAuditors Report.

1. Financial Highlights

(Rs. in Lakhs)

Particular's 2020-2021 2019-2020
Income from Operations 60979.76 49521.15
Other Income 129.28 131.73
Total Revenue 61109.04 49652.88
Profit before Interest Depreciation & Tax (EBITDA) 2818.43 2946.40
Less: Interest and Finance Charges 124.64 715.39
Depreciation 332.42 358.45
Profit before Taxes 2361.37 1872.55
Less: Provision for Income Tax including Deferred Tax 588.92 316.49
Net Profit / (Loss) after Tax 1772.44 1556.07
Other Comprehensive Income (9.66) 33.19
Less: Income tax relating to above - (8.35)
Other Comprehensive Income after tax (9.66) 24.84
Total Comprehensive Income for the year 1762.78 1580.91

2. Company's Performance

The turnover for FY 2020-21 was higher at Rs. 611.09 Crores as against Rs. 496.53Crores in previous year an increase of 23.07%. Profit before taxes for FY 2020-21 washigher at Rs. 23.61 Crores as against Rs. 18.73 Crores in previous year an increase of26.11%. Profit taxes for the year was higher at Rs. 17.72 Crores as against Rs. 15.56Crores in previous year an increase of 13.91%. Net worth improved by Rs. 14 Crores asagainst the previous year. Finance cost reduced by Rs. 6 Crores on account of judiciousworking capital management. The strong headwinds due to the pandemic and the skyrocketingof raw material prices across Base oils Steel Packaging Additives and Chemicals andLogistics posed multiple challenges. However agility through smart procurement fiscalprudence the efficiency and effectiveness programs and responsible price revisions helpedthe Company safeguard the bottom line. Overall your Company delivered a resilientperformance despite being in difficult and volatile circumstances on numerous occasionsthis year.

3. Dividend

On account of the prevailing economic situation due to uncertainties created byCOVID-19 pandemic and to conserve cash for growth the Board of Directors of the Companyunanimously thought it appropriate not to recommend any dividend for the financial yearended March 31 2021. This is in accordance with the Dividend distribution policy adoptedby the Company.

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 cosmeticstyre textiles cement and adhesives.

The Company has a superior R & D facilities which enables launch of new productswhich are energy efficient environment friendly and confirm to BS - VI emission norms andoffers customized solutions as per customer needs in line with the global standards andOEM expectations.

The manufacturing facilities are located in Vasai Valiv Village in Palghar district ofMaharashtra with an annual production capacity of 80000 kilo liters. 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 a license to supply and distribute hand sanitisers onwholesale 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 comprised of 6 (Six) directors as on 31stMarch 2021 with considerable experience and expertise in their respective field. Of these3 are Non-Executive Non-Independent Directors and remaining 3 are Independent Directors.

Pursuant to the recommendations of the Nomination and Remuneration Committee(‘NRC') the Board of Directors appointed Mrs. Deepa Goel (DIN 06527480) with effectfrom September 30 2020 and Mr. Rajesh Jain (DIN 08943554) with effect from December 32020 as Additional Directors of the Company under Section 161(1) of the Companies Act2013. ("the Act") Mr. Rajesh Jain (DIN 08943554) resigned from his directorshipwith effect from May 29 2021 in view of preoccupation. Further Mrs. Pallavi Mangla (DIN03579576) was appointed as an Additional Director of the Company with effect from June 102021. The appointments of Mrs. Deepa Goel and Mrs. Pallavi Mangla shall be subject to theapproval of the shareholders at this AGM.

The Company has received a Notice under Section 160(1) from a Member signifying theintention to propose their appointment as Director. The Board recommends the appointmentof Mrs. Deepa Goel and Mrs. Pallavi Mangla as Directors of the Company by way of anOrdinary Resolution.

During the year Mr. Manan Goel (DIN: 05337939) Director and Mr. Prerit Goel (DIN:05337952) Director who were retiring by rotation did not seek reappointment due totheir preoccupation and retired at the conclusion of the 37th Annual GeneralMeeting held on September 29 2020. Similarly Mr. Jagat Singh (DIN 07178388) independentdirector of the Company did not seek reappointment and retired at the 37th AnnualGeneral Meeting after completion of his first term of five years.

Mr. Bhaswar Mukherjee was re-appointed as an Independent Director of the Company for asecond term of five years which was subsequently approved by the Shareholders at the 37thAnnual General Meeting held on September 29 2020. In the opinion of the Board theIndependent Director Mr. Bhaswar Mukherjee appointed during the year under review is aperson of high repute integrity and possesses the relevant expertise and experience inthe respective fields.

In accordance with Section 152 and other applicable provisions of the Companies Act2013 Mr. Ayush Goel (DIN - 02889080) Chairman retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. Briefresume/details relating to Mrs. Deepa Goel Mrs. Pallavi Mangla and Mr. Ayush Goel havebeen furnished in the notice. The Board recommends their appointment / reappointment.Appropriate resolutions seeking appointment/reappointment of the concerned directors isappearing in the Notice convening the 38th Annual General Meeting of the Company.

Mr. Sudip Shyam (DIN - 08594378) in view of his preoccupation has resigned as directorfrom the Board w.e.f. November 16 2020. The Board places on record its appreciation forthe Directors who resigned during the year for the valuable services rendered by themduring their tenure as Directors 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.

8. Declaration by Independent Directors

Mr. Bhaswar Mukherjee Mr. Mahesh Damle and Mrs. Stuti Kacker are Independent Directorsof the Company. All the Independent Directors have submitted declarations as notdisqualified to be appointed as Independent Directors and their independence as specifiedin Section 149 of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015. The Independent Directors are not liableto retire by rotation.

9. Auditors

9.1 Statutory Auditors and Audit Report

The Shareholders of Company at the 36th Annual General Meeting had approved theappointment of M/s. PNG & Co. Chartered Accountants bearing Firm Registration No.021910N as Statutory Auditors of the Company for second term of 5 years starting from theconclusion of 36th Annual General Meeting till the conclusion of the 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 is not necessary.

The Auditors vide their report dated August 12 2021 have expressed an unmodifiedopinion on the Audited Financial Statements for the year ended March 31 2021. The reportof the Statutory Auditors read with notes to account being self-explanatory needs nofurther clarification. No qualification reservation or adverse remark has been reportedto 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 Chartered Accountant New Delhi as Internal Auditors of the Company to conductinternal audit in fair and transparent manner for the financial year 2021-2022.

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 for conducting cost audit of your Company for the financial year 2021-2022 ata remuneration of Rs. 60000/- (Rupees Sixty Thousand Only) plus reimbursement of out ofpocket expenses at actuals. The Company has also received necessary certificate underSection 141 of the Act from him conveying his eligibility to act as a Cost Auditor. Inaccordance with the provisions of Section 148 of the Act read with Companies (Audit &Auditors) Rules 2014 your Company is required to maintain cost records and accordinglysuch accounts and records are maintained by the Company.

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 the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed CS Punit Shah(ACS No. 20536) Practicing Company Secretary (CP No. 7506) to undertake activities ofSecretarial Audit of the Company for the financial year 2021-2022. The report of theSecretarial Auditors is attached herewith as Annexure B and forms an integral partof 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 conducted at arm's length and in the Ordinary course of Business. All suchtransactions were tabled at meeting of Audit Committee for approval. Also all relatedparty transactions were tabled at 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 the 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 hereby state and confirm that:

I. In the preparation of the annual accounts for the financial year ended March 312021 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 March 31 2021 and of the Company'sprofit 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.

12. Risk Management

Pursuant to an amendment in regulation 21 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 constitution of Risk Management Committee hasbeen made mandatorily applicable to your Company with effect from May 5 2021. Earlieryour Company had a Risk Management Committee and a Risk management Policy which have nowbeen aligned with the requirements as prescribed in the amended regulations. The RiskManagement Committee consisting of Directors and senior management meet at periodicalintervals to review various elements of risk categorized into high medium and low riskareas and the Board through the Committee monitors the risk mitigation measures to ensurethat the risks are mitigated through appropriate measures undertaken and the probabilityof recurrence is minimized. Relevant details of the Committee and its working to mitigatethe risk is provided in the Corporate Governance Report.

13. Corporate Social Responsibility

The Company believes that it has a social responsibility to improve the wellbeing 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 theless privileged. 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 ofDirectors of the Company in this regard have devised a Corporate Social Responsibility(CSR) Policy which inter-alia states constitution of the CSR Committee activities whichcan be undertaken implementation quantum of investment etc. Pursuant to the provisionsof section 135 of the Companies Act 2013 and in accordance with the terms of the CSRPolicy the Board of Directors have constituted a CSR Committee which is chaired by anIndependent Director. The CSR policy is available on the website of the Company. The CSRCommittee monitors the details of the expenditure incurred towards various CSR activitiesand community initiatives undertaken by the Company during the year.

The Corporate Social Responsibility platform "We Care!" that was created lastyear has been active in giving back to our communities notwithstanding the pandemic.Under the same platform apart from supporting the hospitals in procurement of PPE andmedical kits we have conducted multiple health checkup camps for the less privilegedlocal communities across 26 cities and covered 1500+ people for eye checkup and othertests and distributed free eye glasses to 738 persons. We also reached out to 70 childrenfrom socially disadvantaged communities providing them with bicycles to reach schoolsunder "Padhega India-Badhega India" campaign. The CSR initiatives are on thefocus areas approved by the Board benefitting the local communities in and around theoperational 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 relevantdetails in relation to CSR Committee such as terms of reference of the CSR

Committee number and dates of meetings held and attendance of the Directors are givenseparately in the attached Corporate Governance Report.

14. Policy on Directors Appointment and Remuneration

Section 178 of the Companies Act 2013 is applicable to the Company. The 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 inter-alia contains matters stated under Section 178 of the CompaniesAct 2013 read with Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. The Criteria of making payment toNon-Executive Directors are also stated in the website of the Company. The details of suchpolicy i.e. summary weblink etc. have been furnished in the Corporate Governance Reportforming part of this Annual Report.

The salient features of such policy have been furnished in the Corporate GovernanceReport forming part of this Annual Report and is also available on the website of theCompany.

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 andcontribution to decisions of the Board. The above criteria are broadly based on theguidance note on Board evaluation issued by the SEBI on January 5 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 February 12 2021 performanceof non-independent directors the Board as a whole and the Chairman of the Company wasevaluated taking into account the views of the non-executive directors. The Nominationand Remuneration Committee formulates the criteria for evaluation and oversees theevaluation 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. 2013-2014 to 2019-2020 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 in newspapers.

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 preparationof reliable financial disclosures. Based on the report of internal audit function processowners undertake corrective and remedial action in their respective areas ofresponsibility and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are periodically reviewed by the Audit Committee. The detailsin respect of internal financial control and their adequacy are included in the ManagementDiscussion and Analysis which is a part of this report. Post Covid while undertaking theinventory verification lying at third parties premises it was observed that few associateemployees taking advantage of the remote working due to lock down have misappropriatedsome material in connivance with the customers. Management has taken appropriate measuresand actions to ensure that such instances do not occur in future.

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

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014(‘Rules') is appended as Annexure - E to the report. The information as perRule 5(2) of the Rules forms part of this report. However as per first proviso of Rule5(2) of the Rules the report and Financial Statements are being sent to the members ofthe Company excluding the statement of particulars of employees under Rule 5(2) of theRules. Any member interested in obtaining a copy of the said statement may write to theCompany Secretary at the registered office of the Company.

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 having occurred since the end of the year and tillthe date of the Report:

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report.

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.

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. Suchdisclosure/ Communication should be submitted under a covering letter signed by thewhistle 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 in securities by the Directors KMPsand designated employees of the Company. The Code lays down guidelines for procedures tobe followed and disclosures to be made by insiders while trading in the shares of theCompany 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

The Company has not advanced any loan guarantee and there are no investment inshares/mutual fund as on March 31 2021 under Section 186 of the Companies Act 2013.

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 5 (five) times during the financial year 2020-2021 i.e. on June 24 2020August 28 2020 September 30 2020 November 13 2020 and February 12 2021.

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 and Disclosure Requirement) Regulations 2015 forms an integralpart of Annual Report. A certificate of compliance by the statutory auditors of theCompany forms part of the annual report.

35. Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 extract of Annual Return in Form MGT-9 isuploaded on website of the Company and is available underSection 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 a separate section formingpart 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 ‘forward-looking statements' within the meaning of applicable laws andregulations. The actual results may differ materially from those expressed in thestatements.

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
Ayush Goel
Mumbai August 12 2021 Chairman