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GP Petroleums Ltd.

BSE: 532543 Sector: Industrials
NSE: GULFPETRO ISIN Code: INE586G01017
BSE 00:00 | 24 Apr 2020 GP Petroleums Ltd
NSE 05:30 | 01 Jan 1970 GP Petroleums Ltd

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OPEN 38.40
PREVIOUS CLOSE 39.90
VOLUME 31
52-Week high 74.20
52-Week low 24.60
P/E 9.97
Mkt Cap.(Rs cr) 195
Buy Price 37.00
Buy Qty 1.00
Sell Price 38.20
Sell Qty 1000.00
OPEN 38.40
CLOSE 39.90
VOLUME 31
52-Week high 74.20
52-Week low 24.60
P/E 9.97
Mkt Cap.(Rs cr) 195
Buy Price 37.00
Buy Qty 1.00
Sell Price 38.20
Sell Qty 1000.00

GP Petroleums Ltd. (GULFPETRO) - Director Report


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Company director report

Dear Shareholders

The Directors Have Pleasure In Presenting The 36th Annual Report Of GpPetroleums Limited And Audited Financial Statements For The Financial Year Ended March 312019 Together With The Auditors Report. Financial Highlights

The Summarized Financial Performance Of The Company Are As Follows: (##Rs## In Lakhs)
Particular's 2018-2019 2017-2018
Sales/ Income From Operations 60657.34 53200.91
Profit Before Interest Depreciation And Tax (Ebidta) 3530.34 3518.89
Less: Interest And Finance Charges 667.35 703.77
Depreciation 318.45 312.23
Profit Before Taxes 2544.54 2502.89
Less: Provision For Tax 919.55 866.64
Net Profit After Tax 1624.99 1636.25
Other Comprehensive Income Before Tax 54.59 46.07
Less: Income Tax Relating To Above 19.08 16.26
Other Comprehensive Income After Tax 35.51 29.81
Total Comprehensive Income For The Year After Tax 1660.50 1666.05

Performance Highlights

Your Company Has Continued Its Growth Path As Revenue During The Year 2018-19 IncreasedBy 14% To ##Rs## 606.57 Cr As Against ##Rs## 532 Cr Over The Previous Financial Year. NetProfit Before Tax During The Year 2018-19 Increased By 1.7% As Compared To The PreviousFinancial Year. As A Result Of The Negligible Generic Industry Growth The Market WitnessedIntensified Competition Among The Existing Market Players For A Greater Share.Nonetheless Your Company Could Achieve A Satisfactory Growth In Sales Revenue In Spite OfDrop In Volumes Mainly Due To Improved Sales Realization And Better Product Mix. On TheOther Hand Though The Rising Input Costs And Volatility In The Market Led To GreaterPressure On Margins Your Company's Effective Business Strategy Helped In Posting SuchSatisfactory Result.

Dividend

The Board Of Directors Of Your Company Have Recommended Final Dividend Of##Rs## 0.75Per Equity Share (15% On Equity Shares Of ##Rs## 5/- Each) For The Year 2018-2019.Accordingly Disclosure For Dividend Amount Of ##Rs## 382.38 Lakhs And Tax Thereon Of##Rs## 77.84 Lakhs Has Been Made In The Financial Statements As Per The Provisions Of IndAs. The Final Dividend Subject To Approval Of Members Will Be Paid Within StatutoryPeriod To Those Members Whose Names Appear In The Register Of Members As On The RecordDate.

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) AmendmentRules 2017 Read With All Relevant Notifications As Issued By The Ministry Of CorporateAffairs From Time To Time All Shares In Respect Of Which Dividend Has Remained Unpaid OrUnclaimed For A Period Of Seven Consecutive Years Have Been Transferred By The CompanyWithin The Stipulated Due Date To The Investor Education And Protection Fund (Iepf).

A List Of Shareholders Along With Their Folio Number Or Dp. Id. And Client Id. WhoHave Not Claimed Their Dividends For The Last Seven Consecutive Years I.E. 2011- 12 To2017-18 And Whose Shares Are Therefore Liable For Transfer To The Iepf Demat Account HasBeen Displayed On The Website Of The Company At Www.Gppetroleums.Co.In Besides SendingIndividual Communication To The Concerned Shareholders And Issuance Of Public Notice. TheCompany Has Uploaded The Details Of Unpaid And Unclaimed Amounts Lying With The Company AsOn September 21 2018 (Date Of Last Agm) On The Company's Website Www.Gppetroleums.Co.InMembers Are Requested To Ensure That They Claim The Dividends And Shares Referred AboveBefore They Are Transferred To The Said Fund. The Shareholders Are Encouraged To VerifyTheir Records And Claim Their Dividends Of All The Earlier Seven Years If Not Claimed.

Disclosure Regarding Transfer Of Reserve

During The Year Under Review No Amount Was Transferred To General Reserve.

Nature Of Business

Gp Petroleums Limited Is Engaged In The Production Of Automotive Lubricants IndustrialLubricants & Specialties Process Oils & Specialities. Under The AutomotiveLubricants Category The Products Include Automotive Engine Oils Automotive Gear AndTransmission Oils Automotive Greases Engine Coolant (Antifreeze) And Brake Fluids AndDiesel Exhaust Fluid ‘Clear Blue'. Under The Industrial Lubricants & SpecialtiesCategory The Products Include Industrial Lubricating Oils Industrial Specialty OilsMetal Working Fluids (Cutting Drilling & Forming) Corrosion Preventive OilsCleaners And Quenching Oils Industrial Greases And Horticultural Orchard Spray Oils.Under The Process Oils & Specialities Category The Products Include Rubber ProcessOils White Oils And Specialties And Transformer Oils. Its Manufacturing Facilities AreLocated In Vasai With A Production Capacity Of 80000 Kiloliters. The Company Also HoldsExclusive License To Manufacture And Market Premium Quality Lubricants Under The BrandName "Repsol" In India. Further Details May Be Referred To Under The Heading"Company Profile".

Quality Assurance And Accreditations

The Company's Plant At Vasai Is Accredited Under Iso: 9001:2015 For Quality StandardsIso 45001:2018 For Health & Safety Management Systems And Iso 14001:2015 ForEnvironmental Standards. The Support Provided By The Company's Accredited R&D CentersHave Helped In Improving The Quality Of Products And Upgrading Product Formulation. YourCompany's Products Primarily Marketed Under The Brand Name Ipol And Repsol Are WellEstablished And Accepted In The Industry For Their Quality And Range.

Future Outlook

The Indian Lubricant Market Is Expected To Register A Cagr Of 4.64% During TheForecast Period 2019-2024. The Major Factors Driving The Growth Of The Market Are TheIncreasing Vehicular Production Along With The Increasing Construction And InfrastructureActivities In The Country. The Key Drivers Of Demand Growth In Each Product Category WhereThe Company Operates Are Automotive Lubricants Industrial Lubricants & SpecialtiesProcess Oils & Specialities With Growth In Use Of Two Wheelers By Young Urban AndSemi Urban Work Force First Time Users And Woman Work Force This Category Of Engine OilsWill Continue To See An Upward Trend. Premium Lubricants Will Continue To Lead The GrowthFor Passenger Cars And The Company Is Well Placed To Take Advantage Of The Same With ItsWell-Developed Portfolio Of Premium Lubricants. The Demand For Premium Quality LubricantsIn Light And Medium Commercial Vehicle Segment Is Expected To Grow Due To Continued GrowthIn Economic Activity. The Demand For Industrial Lubricants Saw A Marginal Slow Down Due ToThe Dip In Iip Seen In The Last Quarter Of 2018. However The Industrial Lubricants DemandIs Likely To Grow With Economic Reforms Gaining Momentum As India's Long-Term ProspectsFor Growth Remain Optimistic. As Global Oems Continue Their Focus In India GrowthProspects Are Likely To Get A Further Boost. The Company's Products Are DistributedThrough Wide Network Of Distributors Who Service Medium And Small Customers Spread OverThe Rural Markets. The Company Also Leverages Its Distribution Channels To Reach A WiderNetwork Of Independent Workshops And Retail Outlets. The Company Also Sells Directly ToMajor Key Accounts.

Board Of Directors

Board Of Directors Of The Company Comprises Of Eight Directors As On March 31 2019With Considerable Experience In Respective Field. Of These Four Are Non-Executive NonIndependent Directors And Four Are Non-Executive Independent Directors.

Mr. Sudhakara Rao Ravipati (Din - 08049476) Was Appointed As An Independent Director OfThe Company W. E. F. May 14 2018. He Has Resigned From The Board W.E.F. October 12 2018Consequent Upon Prospective Change In His Interest. The Board Has Taken On Record HisResignation And Places Its Deep Appreciation For The Valuable Services Rendered By HimDuring His Tenure As Director Of The Company. Mr. Narotamkumar G Puri (Din 06948464) WasAppointed As An Independent Director For A Five Year Term With Effect 2014 And Pursuant ToCompletion Of His Term On August 13 2019 Has Ceased To Be A Director On The Board Of TheCompany. The Board Has Taken On Record The Cessation Of Office Of Of Mr. Narotamkumar GPuri And Places Its Deep Appreciation For The Valuable Services Rendered By Him During HisTenure As An Independent Director Of The Company.

Mr. Mahesh Damle (Din - 08261516) And Mrs. Stuti Kacker (Din 07061299) Were AppointedAs Additional Directors In The Category Of Independent Directors Of The Company W. E. F.October 29 2018 And August 5 2019 Respectively And They Hold Office Up To The Date OfThe Annual General Meeting And Being Eligible Offer Themselves For Reappointment SubjectTo Approval Of Shareholders At Ensuing Annual General Meeting.

The Company Has Received Notice Under Section 160 Of The Companies Act 2013 ProposingTheir Appointment As Director. Appropriate Resolutions Seeking Appointment Of Mr. MaheshDamle And Mrs. Stuti Kacker As Independent Directors Of The Company Is Appearing In TheNotice Convening The 36th Annual General Meeting Of The Company.

In Accordance With Section 152 And Other Applicable Provisions Of The Companies Act2013 Mrs. Pallavi Mangla (Din: 03579576) Retires By Rotation At The Ensuing Annual GeneralMeeting And Being Eligible Offers Herself For Re-Appointment. Appropriate ResolutionSeeking Reappointment Of Mrs. Pallavi Mangla As Director Of The Company Is Appearing InThe Notice Convening The 36th Annual General Meeting Of The Company.

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.

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.

Change In The Nature Of Business

There Has Been No Change In The Nature Of Business During The Period Under Review.

Change In Key Managerial Personnel

Mr. Shiv Ram Singh Company Secretary And Compliance Officer Resigned W.E.F. February25 2019 And Mr. Bijay Kumar Sanku Appointed As Company Secretary And Compliance OfficerOf The Company W.E.F. April 22 2019.

Evaluation Of Board And Its Various Committees.

The Nomination And Remuneration Committee Has Specified The Criteria For PerformanceEvaluation Of The Directors The Board And Its Committees. The Board Of Directors HasCarried Out An Annual Evaluation Of Its Own Performance Board Committees And IndividualDirectors Pursuant To The Provisions Of The Act And Sebi Listing Regulations.

Details Of The Annual Performance Evaluation Have Been Provided In The CorporateGovernance Report.

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 A Remuneration Policy In Relation To Remuneration Of DirectorsKey Managerial Personnel (Kmp) And Senior Management As Recommended By The Nomination AndRemuneration Committee Of The Board Of Directors. The Same Interalia Contains MattersStated Under Section 178 Of The Companies Act 2013 Read With Securities And ExchangeBoard Of India (Listing Obligations And Disclosure Requirements) (Amendment) Regulations2018. The Salient Features Of Such Policy Have Been Furnished In The Corporate GovernanceReport Forming Part Of This Annual Report And Is Also Available In The Website Of TheCompany Www.Gppetroleums. Co.In

Related Party Transactions

The Policy On Related Party Transactions Has Been Uploaded On The Website Of TheCompany. During The Year There Was No Material Related Part Transaction.

For The Related Party Transaction Of Routine And Repetitive Nature Omnibus Approval WasTaken On Yearly Basis. All Related Party Transactions Were Placed Before The AuditCommittee And The Board For Their Approval. A Statement Of Related Party TransactionsEntered Consequent Upon Omnibus Approval Being Placed Before The Audit Committee And TheBoard On Quarterly Basis For Their Review & Noting. Particulars Of Contracts OrArrangements Entered Into With Related Parties Referred To In Section 188(1) Of TheCompanies Act 2013 In Prescribed Form Aoc-2 Is Attached As Annexure A To This Report. AuditorsStatutory Auditors

Pursuant To The Recommendation Of The Audit Committee And Subject To The Approval OfThe Members The Board Of Directors At Their Meeting Held On August 5 2019 HaveApproved The Reappointment Of M/S. Png & Co. Chartered Accountants (FirmRegistration No. 021910n) As Statutory Auditors Of The Company For Second Term Of Five (5)Years Starting From The Conclusion Of 36th Annual General Meeting Till TheConclusion Of 41st Annual General Meeting. The Board Of Directors RecommendsTheir Appointment As Statutory Auditors Of The Company For Secondtermoffive(5) Years. M/S.Png & Co. Have Furnished A Certificate Confirming That If Appointed In AnnualGeneral Meeting It Will Be In Accordance With The Provisions Of Section 139 Read WithSection 141 Of The Companies Act 2013 And The Rules Made Thereunder.

The Report Of The Statutory Auditors Read With Notes To Account Being Self-ExplanatoryNeeds 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 OfDirectors At Their Meeting Held On May 17 2019 Has On The Recommendation Of The AuditCommittee Appointed M/S Jain Mittal Chaudhary & Associates New Delhi As InternalAuditors Of The Company To Conduct Internal Audit In Fair And Transparent Manner For TheFinancial Year 2019-2020.

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 Of Directors On Recommendation Of The Audit Committee Has Appointed Mr. DilipMurlidhar Bathija Cost Accountant Bearing Membership No. 10904 As Cost Auditor Of YourCompany For The Financial Year 2019-2020 At A Remuneration Of ##Rs## 100000/- (Rupees OneLakhs Only) Plus Reimbursement 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 Cs Punit Shah (Acs No. 20536) Practicing Company Secretary (Cp No. 7506) ToUndertake Activities Of Secretarial Audit Of The Company For The Financial Year 2019-2020.The Report Of The Secretarial Auditors Is Attached Herewith As Annexure B And Forms AnIntegral Part Of This Report.

The Report Is Self-Explanatory And Do Not Call For Any Further Comments. NoQualification Reservation Or Adverse Remark Has Been Reported To The Board In The Report.

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.

Directors Responsibility Statement

Pursuant To Section 134 (3)(C) And (5) Of The Companies Act 2013 Your Directors HerebyState And Confirm That:

1. In The Preparation Of The Annual Accounts For The Financial Year Ended March 312019 The Applicable Accounting Standards Have Been Followed Along With ProperExplanation Relating To Material Departures If Any.

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 March 31 2019 And Of The Company'sProfit For the year ended On That Date.

3. Proper And Sufficientcare 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.

Meeting Of Board Of Directors

The Board Met Five Times During The Financial Year 2018-2019 I.E. On May 14 2018 May29 2018 August 9 2018 October 29 2018 And January 30 2019.

Holding Company

The Gp Global Apac Pte. Ltd. (Formerly Known As Gulf Petrochem Pte. Ltd.) Continues ToRemain The Holding Company Of Your Company.

Subsidiary/ Associate Company

Your Company Does Not Have Any Subsidiary/Associate Company During The Year UnderReview.

Corporate Governance Report

A Corporate Governance Report As Prescribed Under The Sebi (Listing Obligations AndDisclosure Requirement) Regulations 2015 Forms An Integral Part Of This Report. TheCompany Complies All The Requirement Of Corporate Governance. Certificate Of Compliance ByThe Statutory Auditors Forms An Integral Part Of This Report.

Annual Return

The Annual Return Of The Company As Required Under The Companies Act 2013 Will BeAvailable On The Website Of The Company At Www. Gppetroleums.Co.In

Equity Share Capital

Authorised Share Capital Of The Company Is ##Rs## 26.00 Crs And Issued Subscribed& Paid-Up Capital Of The Company Is ##Rs## 25.49 Crs. During The Year Under ReviewThere Was No Change In Share Capital Of The Company.

Material Change And Commitment

There Are No Material Changes And Commitments Affecting The Financial Position Of TheCompany Which Have Occurred Between The End Of The Financial Year To Which The FinancialStatement Relates And The Date Of The Report.

Particulars Of Loans Guarantee And Investments

During The Year Under Review The Company Has Not Given Any Loan Or Guarantee CoveredUnder The Provisions Of Section 186 Of The Companies Act 2013.

Details Of Investments Done By The Company Are Given In Note No. 9 To The FinancialStatements.

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

C. Risk Management Policy

Provisions Of Regulation 21 Of The Sebi (Listing Obligations And DisclosureRequirements) Regulations 2015 Regarding Risk Management Policy Are Not Applicable To TheCompany. However Your Company Has Adopted Risk Management Policy To Manage & MitigateThe Risk.

Risk Management Committee Constituted By The Board Of Directors Meets Regularly ToReview The Risk And The Measures Taken To Mitigate The Same.

Corporate Social Responsibility

The Company Recognizes That Its Operations Impact A Wide Community Of StakeholdersIncluding Investors Employees Customers Business Associates And Local Communities AndThat Appropriate Attention To The Fulfillment Of These Social Responsibilities Can EnhanceOverall Performance.

Pursuant To Section 135 Of The Companies Act 2013 The Board Of Directors HasConstituted Corporate Social Responsibility (Csr) Committee Under Chairmanship Of Mr.Bhaswar Mukherjee Independent Director Of The Company. The Csr Policy Has Been ApprovedBy The Board Of Directors And Monitored By The Committee. The Csr Policy Is Available OnThe Website Of The Company. Annual Report On Csr Activities Is Provided As Annexure D ToThis Report.

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

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.

Reportable Frauds

No Fraud Has Been Reported By The Auditors Under Section 143(12) Of The Companies Act2013 During The Period Under Review.

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

Disclosure Under Prevention Of Sexual Harassment Of Women At Workplace (PreventionProhibition And Redressal) Act 2013.

Your Company Is Committed To Provide Safe And Secure Working Environment For WomenEmployees And Adopt Zero Tolerance Towards Sexual Harassment At Workplace.

An Internal Complaint Committee Has Been Constituted As Per The Sexual Harassment OfWomen At Workplace (Prevention Prohibition And Redressal) Act 2013.

No Complaint Was Received During The Year Under Review.

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 E To This Report.As Per Provisions Of Section 136(1) Of The Companies Act 2013 The Report And Accounts AreBeing Sent To All The Members Of The Company Excluding The Information Required UnderSection 197(12) Of The Companies Act 2013 Read With Rule 5(2) And 5(3) Of Companies(Appointment And Remuneration Of Managerial Personnel) Rules 2014. Any Member InterestedIn Obtaining Such Information May Write To The Company Secretary At The Registered OfficeDuring Working Hours Up To Date Of Annual General Meeting.

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 AsOne Of Its Most Important Assets. The Company Offers A Highly Entrepreneurial Culture WithA Team Based Approach That We Believe Encourages Growth And Motivates Its Employees. TheCompany Has Been Successful In Attracting And Retaining Key Professionals And Intends ToContinue To Seek Fresh Talent To Further Enhance And Grow Its Business.

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 Available On The Company's Website Www.Gppetroleums.Co.In All Members Of The Board And Senior Management Personnel Have AffirmedCompliance With The Code Of Conduct (As Per Regulation 26 (3) Of The Sebi ListingObligations And Disclosure Requirements Regulations). A Declaration To This Effect SignedBy The Chief Executive Officer Is Attached As Annexure F.

Code For Prevention Of Insider Trading

Policies And Codes Adopted By The Company Pursuant To Sebi (Prohibition Of InsiderTrading) Regulations 2015 As Amended From Time To Time Are Displayed On The Company'sWebsite I.E. Www. Gppetroleums.Co.In.

Nomination Remuneration And Succession Planning Policy

The Board Of Directors Have Formulated Nomination Remuneration And Succession PlanningPolicy Which Is Available On The Website Of The Company Www.Gppetroleums.Co.In.

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 No Complaints Were Received Under The Said Policy.

Management Discussion And Analysis

A Detailed Report On The Management Discussion And Analysis For The Financial YearUnder Review Presented In Separate Section Of Annual Report.

Corporate Website

The Websites Of Your Company Gppetroleums.Co.In Carry 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.

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.

Acknowledgement

We Thank Our Clients Investors Dealers Suppliers And Bankers For Their ContinuedSupport During The Year. We Place On Record Our Sincere Appreciation For The ContributionsMade By Employees At All Levels For Achieving Encouraging Results Under Adverse MarketConditions.

On Behalf Of The Board Of Directors Of
For Gpp Etroleums Limited
Manan Goel
Mumbai August 5 2019 Chairman


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