DIRECTORS' REPORT To Dear Shareholders, On behalf of the Board of Directors, it is our pleasure to present the 32nd Annual Report together with the Audited Statement of Accounts of GP Petroleums Limited (Formerly Sah Petroleums Limited) for the year ended March 31, 2015. 2. BUSINESS RESULTS: Net Sales/Income from operations for the year ended 31st March, 2015 amounted to Rs. 40,728.14 lacs against Rs. 40,358.69 lacs in the previous year. The profit for the year stood at Rs. 502.61 lacs against the profit Rs. 104.25 lacs in the previous year, registering a growth of 382%. DIVIDEND: The Board of Directors, at its meeting held on 28th May, 2015, recommended dividend of Rs. 0.10 per share @ 2% on the Equity Shares of Rs. 5/- each for the year ended 31st March, 2015. The dividend will be paid subject to approval of Shareholders at the ensuing Annual General Meeting. CHANGE OF NAME OF THE COMPANY: Due to change in control of the management, the company has changed a name of the Company from 'Sah Petroleums Limited' to 'GP Petroleums Limited' with effect from 10th April, 2015. DIRECTORS: Mr. Ayush Goel, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. Mr. Ramesh C. Razdan and Mr. Pradip C. Shah, who were re-appointed as Independent Directors for the period of one year in the Company's 31st Annual General Meeting held on September, 30, 2014, would complete their term upon the conclusion of the ensuing 32nd Annual General Meeting of the Company and being not eligible for re-appointment in terms of the Company's policy. During the year, Mr. Bhaswar Mukherjee, Ms. Pallavi Goel, Mr. Jagat Singh and Mr. Ramji Sinha have been appointed as Additional Directors by the Board of Directors of the Company. All these appointed additional directors hold office of directorship upto the date of ensuing Annual General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 for their appointment as directors on board of the Company. A brief resume, nature of expertise, details of directorships held in other companies and shareholding in the company as stipulated under clause 49 of the listing agreement with the stock exchanges is appended as an annexure to the notice of the ensuing Annual General Meeting. DECLARATION BY INDEPENDENT DIRECTORS: Mr. Bhaswar Mukherjee, Mr. Narotamkumar G. Puri, Mr. Pradip C. Shah, Mr. Ramesh C. Razdan, Mr. Jagat Sigh and Mr. Ramji Sinha were Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfils the conditions specified in Section 149 of the Act and the Rules made thereunder about their status as IDs of the Company. MEETINGS OF THE BOARD: Seven meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report. 9. EQUITY CAPITAL: As on 31st March, 2015, the issued, subscribed and paid-up share capital of your Company stood at Rs. 25,49,21,915/-, comprising 5,09,84,383 Equity shares of Rs. 5/- each. 10. EXTRACT OF ANNUAL RETURN: Pursuant to Section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure 1. 11. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 12. STATUTORY AUDITORS: In the last 31st AGM held on 30th September, 2014, M/s. PNG & Co., Chartered Accountants have been appointed Statutory Auditors of the Company for a period of five years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting of the Company. The report of the Statutory Auditors alongwith notes to Schedules is enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments. 13. COST AUDIT: As per the Cost Audit Orders, Cost Audit is applicable to the Company's products/ business of the Company for the FY 2015-16. In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Mr. Dilip Murlidhar Bathija, Cost Accountant, has been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2015-16. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting of the Company. Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period. 14. SECRETARIAL AUDIT: In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, Mr. Punit Shah, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure 2 to this report. The report is self-explanatory and do not call for any further comments. 15. RELATED PARTY TRANSACTIONS: The details of transactions entered into with the Related Parties are enclosed as Annexure 3. 16. HUMAN RESOURCES: Your Company treats its "human resources" as one of its most important assets and continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 17. RISK MANAGEMENT POLICY: In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Risk Management Committee of the Board reviews the same periodically. 18. FIXED DEPOSITS: Your Company has not accepted any Fixed Deposits from the Public and therefore is not required to furnish information in respect of outstanding deposits under Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules. 19. PARTICULARS OF EMPLOYEES: The Company has not paid any remuneration attracting the provisions pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence no information is required to be appended. 20. CORPORATE GOVERNANCE: Your Company has complied with the requirements of Clause 49 of the listing agreement regarding Corporate Governance. A report on the Corporate Governance practice followed by the Company, the Auditors' Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as annexure to this report. 21. CODE OF CONDUCT: Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity. 22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO: i. CONSERVATION OF ENERGY: The Company's operations involve low energy consumption. Adequate measures have, however, been taken to conserve energy. ii. TECHNOLOGY ABSORPTION: The Company is carrying on Research and Development in manufacturing process and the R & D busy in developing new products to absorb full Technology available with Company. 23. INDUSTRIAL RELATIONS: Industrial Relations continued to remain cordial and peaceful. 24. ACKNOWLEDGEMENT: Your Directors wish to place on record their appreciation of the employees at all levels for their dedicated service and contribution to the growth and prosperity of the Company. Your directors also wish to place on record their appreciation for the assistance and co-operation received from Central & State Governments, banks, shareholders and business associates. On behalf of the Board Thangapandian Srinivasalu Chairman Date: 5th August, 2015 Place: Mumbai |