Directors Report of Continental Petroleums Ltd.

Mar 31, 2024

The Directors take pleasure in presenting their 38th Report and Audited Financial Statements of the Company for the financial year 2023-24

1. Financial Performance

Financial Result		(Amount in Rs. Lac)
	Particulars	Year Ended 31st March, 2024	Year Ended 31st March, 2023
	Business Income	5302.91	9,835.53
	Other Income	195.16	13.01
	Total Income	5498.07	9,848.54
	Profit/{Loss) before Interest, Depreciation and Tax	598.31	750.84
	Less: Interest (finance cost) and Depreciation	213.46	202.54
	Profit/(Loss) before tax	384.85	548.30
	Exceptional Item	-	-
	Less: Current Tax	83.68	105.05
	Deferred Tax	27.86	48.97
	Profit/(Loss) for the period	273.31	394.29

Notes: The above figures are extracted from the standalone financial statements prepared in compliance with the Indian Accounting Standards (Ind AS) and comply with all aspects of the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015 (amended)] and other relevant provisions of the Act.

2. Financial Performance

During the year under review the Company has generated Rs. 5,302.91 (In Lacs) as revenue from operations against Rs. 9,249.60 (In lacs) in the previous year. The profit After Tax (PAT) attributable to shareholders for financial year ended 31st March, 2024 is Rs. 273.31 (In lacs) as against net profit of Rs. 394.29 (In lacs) in the previous year.

3. State of Company''s Affairs

Information on Companies operations is given in the Management Discussion & Analysis Report forming part of this Report.

4. Material Changes and Commitments Affecting the Financial Position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

During the year under review, there were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this Report. As such no specific details are required to be given or provided.

5. Change in Nature of Business. If any

As required to be reported pursuant to Section 134(3) (q) of the Act read with Rule 8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2023-24 and the Company continues to carry on its existing business.

6. Subsidiary/Associate/Joint Venture Company

During the reporting period no Company has become or ceased to be a subsidiary/joint venture or associate.

7. Dividend

Your directors do not recommend any dividend for the financial year ended on 31st March, 2024.

8. Transfer to Reserves

During the period under review, no amount has been transferred to any reserves.

9. Deposits

During the reporting period the Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act,

2013 and the Companies (Acceptance of Deposits) Rules, 2014. However, the Company has accepted loan from Directors of the Company specified in notes to financial statements covered under Rule 2(l)(c)(viii) of the Companies (Acceptance of Deposits) Rules,

2014 and the Declaration from them that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others has been obtained.

10. Share Capital

The Current Capital Structure of the Company is given below:

Authorized Capital:

The Authorised Capital of the Company is Rs. 3,00,00,000/- (Rupees Three Crore Only) divided into 60,00,000 (Sixty Lakhs) Equity Shares of face value of Rs. 5/- (Rupees Five only) each.

Issued Capital:

The Issued Capital of the Company is Rs.27,803,120/- (Rupees Two Crore Seventy-Eight Lakh Three Thousand One Hundred Twenty Only) divided into 55,60,624 (Fifty-Five Lakhs Sixty Thousand Six Hundred Twenty-Four) Equity Shares of Rs. 5/- (Rupees Five only) each.

Subscribed & Paid-up Capital:

The Subscribed &Paid-up Capital of the Company is Rs.27,803,120/- (Rupees Two Crore Seventy-Eight Lakh Three Thousand One Hundred Twenty Only) divided into 55,60,624 (Fifty-Five Lakhs Sixty Thousand Six Hundred Twenty-Four) Equity Shares of 5/- (Rupees Five only) each.

During the year under review; the Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares or any convertible instruments.

The Company has only one class of Equity Share having a par value of Rs. 5/-. Each holder of share is entitled to one vote per share with same rights.

11. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company, to the best of their knowledge and belief and according to the information and explanations obtained by them, state that:

a. In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. They have selected such accounting policies, 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 loss of the Company for that period;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

e. Necessary internal financial controls have been laid down by the Company and the same are commensurate with its size of operations and that they are adequate and were operating effectively; and

f. That proper system was devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Details in respect of adequacy of Internal Financial Control with reference to the Financial Statements

The Company has adequate internal controls and processors in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. The Company has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

13. Corporate Social Responsibility (CSR)

As the company does not fall under the criteria specified under section 135 (Corporate Social Responsibility) of the Companies Act, 2013, hence section 135 and rules made thereunder and disclosure required to made pursuant to said provisions are not applicable to the company.

14. Details of Significant and Material Orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

No significant or material order has been passed by the Regulators/Courts or Tribunals which can impact the going concern status and Company''s operation in future on achievements of operational and strategic goals, compliance with policies, procedures applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.

15. Particulars of contracts or arrangements with Related Party

Related Party Transactions during the financial year 2023-24 were on arm''s length basis and in ordinary course of business. They were all in compliance with the applicable provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). All such transactions are placed before the Audit Committee for review/approval. The necessary omnibus approvals have been obtained from Audit Committee wherever required. There were no material Related Party Contracts/ Arrangements/Transactions made by the Company during the year 2023-24 that would have required Shareholders'' approval under provisions of Section 188 of the Companies Act, 2013 or of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). The Company has adopted a Related Party Transactions Policy duly approved by the Board, which is uploaded on the Company''s website & may be accessed at www.contol.in

Pursuant to the provisions of section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing Regulations, all Related Party Transactions entered into by your Company with related parties during the Financial Year 2023-24 were in the ordinary courses of business and at arm''s length basis.

Requisite prior approval of the Audit Committee was obtained in the meeting for related party transactions entered into during financial year 2023-24 and the same was also placed before the Board for seeking their approval. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2, is not applicable on the Company.

For the financial year 2024-25, the Board and the Audit Committee in their meeting held on 27^th May, 2024 had granted omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. All related party transactions are placed before the Audit Committee on a quarterly basis.

16. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars regarding conservation of Energy, Technology Absorption and foreign exchange earnings and expenditure stipulated under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rule 2014 is annexed as "Annexure 1" to the Board''s Report.

17. Particulars of Employees and related disclosures

The information and disclosures pertaining to remuneration and other details of employees, Directors and Key Managerial Personnel as required under section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the MR Rules") is annexed herewith as "Annexure 2" forming integral part of this report.

18. Management Discussion & Analysis Report

A detailed review of operations, performance and future outlook of the Company and its business is given under the Management Discussion and Analysis Report which forms an integral part of this Report and is set out as a separate section to this Annual Report.

19. Corporate Governance Report

Your Company is committed to good corporate governance practices. A separate report on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Para C of Schedule V of the said regulations, along with a certificate received from M/s R.P. Khandelwal & Associates, Chartered Accountants (FRN: 001795C) confirming that the Company is and has been compliant with the conditions stipulated under the Listing Regulations forms part of the Annual Report.

20. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, the Company has adopted ‘Whistle Blower Policy’ for Directors and employees to deal with the cases of unethical behavior in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company.

The Whistle Blower Policy may be accessed on the website of the Company at www.contol.in.

21. Risk Management

The Company has implemented an integrated risk management approach through which it reviews and assesses significant risk on a regular basis to ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews the risk management. The management is however, of the view that no risk element is identified which in opinion of the Board may threaten the existence of the Company.

22. Auditorsa) Statutory Auditors and their report

M/s. RP Khandelwal & Associates (FRN: 001795C), Chartered Accountant was appointed as the Statutory Auditors of the Company in the 36^th AGM for a term of 5 years who shall hold office till the conclusion of 41st Annual General Meeting to be held in the year 2027. They have audited the financial statements of the Company for the year under review.

Auditors determines that the Company is providing a fair and accurate representation of its financial position by examining financial transactions. They report to the shareholders and other stakeholders on the financial statements of the Com pany.

Pursuant to Section 139 and 141 of the Act and relevant Rules made thereunder, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

During the year under review, no instance of fraud was reported by the Statutory Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

The notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark. The Auditors in their report for the financial year 2023-24 have given unmodified opinion.

b) Secretarial Auditor and their report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of the Listing Regulations, your Board had appointed CSTrishla Gupta, Practicing Company Secretary as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The Board in its meeting dated May 30, 2024 had re-appointed CS Trishla Gupta, Practicing Company Secretary as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report is issued in Form MR-3 by CS Trishla Gupta, Practicing Company Secretary, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2024, in relation to compliance of all applicable provisions of the Companies Act, 2013, is set out in the "Annexure 3(i)" to this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Secretarial Compliance Report issued by CS Trishla Gupta for the financial year ended March 31, 2024, in relation to compliance of all applicable SEBI Regulations/ circulars/guidelines issued thereunder, pursuant to requirement of Regulation of the Listing Regulations, is set out in "Annexure 3(ii)" to this Annual Report.

During the year under review, no instance of fraud was reported by the Secretarial Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

c) Internal Auditor

In accordance with the provisions of section 138 of the Act and rules made thereunder and applicable regulations of the Listing Regulations, the Board of Directors of the Company had appointed M/s Gupta Chordia & Associates, as Internal Auditors to conduct Internal Audit of the Company for the financial year 2023-24.

The Board in its meeting dated May 30, 2024 had appointed Mr. Jitendra Shari, Chartered Accountant, as Internal Auditors of the Company to carry out Internal Audit of the Company for the financial year 2024-25.

During the year under review, no instance of fraud was reported by the Internal Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

d) Reporting of Fraud by Auditors

During the financial year, none of the Auditors of the Company have reported any instances of frauds committed as specified under section 143(12) of the Act.

e) Cost Auditors

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not so made and maintained.

23. Disclosure on confirmation with the Secretarial Standards

Company has complied with the Secretarial Standards issued by Institute of Companies Secretaries of India (I CS I) on Board Meetings (SS-1) and General Meetings (SS-2).

24. Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website at www.contol.in. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

25. Human Resources

Company values its Human Resources the most. To keep their morale high; Company extends several welfare benefits to the employees and their families by way of comprehensive medical care, education, housing and social security.

26. Managing grievances

Our Company''s Grievance Redressal Mechanisms ensure that all employees can raise issues and concerns as simply as possible. The Whistle Blower Policy provide for reporting in confidence of issues like child labour, etc. During the year, there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.

Further, as per the Child Labour (Prohibition ^Regulation) Act 1986, Company takes due care about child labour and in the management of the Company there is no employee whose age is below 18 years of age.

27. Directors/KMP Board of Directors

The members of the Company''s Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in every quarterly meeting. The Board/ Committee meetings are convened by giving appropriate notice well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board''s/ Committee''s approval is taken by passing resolutions through circulation or by calling Board/ Committee meetings at short notice, as permitted by law.

The Directors / Members are provided with appropriate information in the form of agenda items in a timely manner, to enable them to deliberate on each agenda item and make informed decisions and provide appropriate directions to the Management in this regard. The Board of Directors of the Company comprises of eight Directors, consisting of four Independent Directors, three Executive Directors and one Women Director as on March 31, 2024 who brings in a wide range of skills and experience to the Board.

During the Financial Year 2023-24 there is no change in the Directors of the Company.

Details of Composition of the Board and its Committees, Category, Attendance of Directors at Board Meetings and Committees meetings and last Annual General Meeting, number of other directorships and other committee memberships are given in the Corporate Governance Report forming part of this report.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

Mr. Ram Nath Karol (DIN: 00414741), retired as an Independent Non-Executive Director of your Company with effect from 04^th September, 2024 upon completion of his second term of five consecutive years. Your Directors wish to place on record their appreciation for the contribution made by Mr. Ram Nath Karol during his tenure as an Independent Non-Executive Director of your Company.

Mr. Goverdhan Dass Sethi (DIN: 01216222), retired as an Independent Non-Executive Director of your Company with effect from 04^th September, 2024 upon completion of his second term of five consecutive years. Your Directors wish to place on record their appreciation for the contribution made by Mr. Goverdhan Dass Sethi during his tenure as an Independent Non-Executive Director of your Company.

The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations, has appointed Mr. Shambhu Lai Gupta (DIN: 10749486) and Mr. Ravi Jain (DIN: 10750509) as an Additional and Non-Executive Independent Director on the Board for a tenure of 5 years from 28th September 2024 up to 3rd September, 2029 subject to approval of Members at this AGM. They shall hold office as Additional Director upto the date of this AGM and is eligible for appointment as an Independent Director.

In the opinion of the Board, the Independent Directors appointed are persons of high repute, integrity and possesses the relevant expertise and experience in the respective fields.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and as per the Article of Association of the Company, Mrs. Radhika Khandelwal (DIN: 00414678) Director of the Company is liable to retire by rotation at the ensuing 38th Annual General Meeting of the Company and being eligible offer herself for reappointment.

Declaration from Independent Directors

Your Company having four (4) Independent Directors which are in accordance with the requirement of Listing Regulation as well as underthe Act.

The Company has received necessary declaration from all the Independent Directors to the effect that (!) they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(l)(b) of Listing Regulations and there has been no change in the circumstances affecting their status as independent directors of the Company; (ii) They have registered themselves with the Independent Director''s Database maintained by the MCA.

In the opinion of the Board, they fulfill the conditions specified in the Act and Rules made thereunder for the appointment as Independent Directors and are Independent of the Management.

The Independent Directors have complied with the Code applicable for Independent Directors as stipulated under Schedule IV of the Act.

The terms and conditions for the appointment of the Independent Directors are given on the website of the Company. The Board is of the opinion that independent directors of the company fulfill the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

The details of the familiarization programs imparted to the Independent Directors are also covered in the Corporate Governance Report forming part of this Annual Report.

Key Managerial Personnel

Mr. Madan Lai Khandelwal (Managing Director), Mr. Navneet Khandelwal (Chief Executive Officer), Mr. Vikrant Khandelwal (Chief Financial Officer) and Ms. Shefali Bidawatka (Company Secretary cum Compliance Officer) are the Key Managerial Personnel of the Company. During the year under review, there were no changes to the Key Managerial Personnel of the Company. Subsequent to the review period, Ms. Shefali Bidawatka (Company Secretary cum Compliance Officer) has resigned from the post w.e.f. 31^st July 2024.

28. Number of Meetings of Board of Directors

During the financial year 2023-24, the Board of Directors met 5 (five) times. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report which is a part of this report.

29. Meeting of Independent Directors

Your Company conducted a separate meeting of Independent Directors on 04th March, 2024 without the presence of the NonIndependent Directors and members of Management of the Company.

At the said meeting, the Independent Directors discussed, among other matters, the performance of the Company and risks faced by it, the flow of information to the Board and its committees, governance, compliance and performance of Non-Independent Directors, the Board as a whole and of the Chairman.

30 .Audit Committee

The Audit Committee comprises of three Non-Executive Directors, viz; Ram Nath Karol (DIN: 00414741), Mr. Goverdhan Dass Sethi (DIN:01216222) and Mrs. Radhika Khandelwal (DIN:00414678). The Chairman of the Committee is Mr. Ram Nath Karol. The composition and terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. The details of Audit Committee Meetings and attendance of Committee Members are provided in the Corporate Governance Report.

31.Nomination and Remuneration Committee

The Nomination & Remuneration Committee comprises of Mr. Ram Nath Karol (DIN:00414741) as Chairman and Mr. Goverdhan Dass Sethi (DIN:01216222) and Mrs. Radhika Khandelwal (DIN: 00414678) as members of the Committee. The details of Nomination & Remuneration Committee Meetings and attendance of Committee Members are provided in the Corporate Governance Report.

32.Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of Mrs. Radhika Khandelwal (DIN: 00414678), Non-Executive Director acting as Chairperson of the Committee and Mr. Goverdhan Dass Sethi (DIN:01216222) and Mr. Ram Nath Karol (DIN:00414741), Independent Directors, as members of the Committee. The details of Stakeholders Relationship Committee Meetings and attendance of Committee Members are provided under Corporate Governance Report.

33. Policy on directors'' appointment and remuneration and other details

Company firmly believes in nurturing a people friendly environment, which is geared to drive the organization towards high and sustainable growth. Each and every personnel working with Company strives to achieve the Company''s vision of being the best in the industry. Its Remuneration Policy is therefore designed to achieve this vision. The policy has been approved by the Board on the recommendation of Nomination cum Remuneration Committee. The policy is applicable to Directors, Key Managerial Personnel (KMP) and other employees.

The directors and KMPs are appointed on the recommendation of Nomination cum Remuneration Committee in terms of Companies Act, 2013. The factors for deciding the Remuneration of working directors, KMPs and senior executives includes, responsibility and profile of Individual, remuneration packages of peer group, accolades and recognition conferred on the individual, performance of the sector in which company operates, overall performance of the Company. The Remuneration Policy can be accessed on the website of the Company at www.contol.in

34. Familiarization programme for Independent Directors

In order to acquaint the new directors with the Company, a detailed presentation is given to them at the time of their appointment which covers their role, duties and responsibilities, Company''s strategy, business model, operations, markets, organizational structure, products, etc. A detailed presentation along similar lines is sent to existing Independent Directors every year to keep them apprised of the above details. As part of Board discussions, presentation on performance of the Company is made to the Board during its meeting(s). Plant visits are also arranged for Independent Directors from time-to time for better understanding of the Company''s operations. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at www.contol.in

35. Code of conduct

To comply with the requirements of Regulation 17(5)of the Listing Regulation, the Company has adopted Code of Conduct for Boa rd of Directors and Senior Management Personnel ( “the Code” ).

All Board members and senior management personnel have confirmed compliance with the Code for the year 2023-24. A declaration signed by the Managing Director of the Company to this effect is placed at the end of this report.

The code requires directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The code is displayed on the Company''s website.

36. Performance Evaluation of Board, Its Committees & Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out annual evaluation of its own performance, performance of its committees, and evaluation of individual Directors including Independent Directors. The Independent Directors had carried out an annual performance evaluation of non-independent Directors, the Board as a Whole and Chairperson of the Company taking into account the views of Executive and NonExecutive Directors. The Nomination and Remuneration Committee of the Board of Directors evaluated the performance of every Director. The performance is evaluated on the basis of number of Board and Committee meetings attended by individual Director, participation of each director in the affairs of the company, duties performed by each Director and targets achieved by compa ny during

the year. The Board/committee/directors found that the evaluation is satisfactory and no observations were raised from the said evaluation in current year as well as in previous year.

37. Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has a policy on prevention, prohibition and redressal of sexual harassment at workplace in the line of provisions of Sexual Harassment of women at work place (Prevention, Prohibition and Redressal), Act, 2013 and the rules framed there under. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. No complaint of sexual harassment was received during the financial year 2023-24.

38. Particulars of loans, guarantees or investments by the company

During the period under review the Company did not give any Loans, Guarantee and made Investments under section 186 of the Companies Act, 2013.

39.Other Matters

• There were no transactions during the year under review regarding Issue of shares (including sweat equity shares) to

employees of the Company under any scheme.

• There were no transactions during the year under review regarding Buyback of shares.

• No application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

• There was no instance of one-time settlement with any Bank or Financial Institution.

Acknowledgement

The Board of directors of your Company acknowledges its sincere appreciation for the support extended by various departments of Central and State Government and others. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders.

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Mar 31, 2015

Dear members,

The Directors have pleasure in presenting the Annual Report together with Audited Accounts for the year ended 31 st March, 2015.

FINANCIAL RESULTS (in Rs )

Particulars Year Ended Year Ended 31st March, 31st March, 2015 2014

Sales 24,91,73,023 24,82,28,591

Other Income 2,82,33,476 2,62,96,286

Total expenditure 26,58,15,977 26,29,89,145

Profit before interest, Dep. And tax 1,15,90,552 1,15,35,732

Interest 15,98,545 13,53,271

Depreciation 15,59,766 16,31,225

Net profit before tax 84,32,211 85,51,434

Net profit aftertax 64,22,479 51 ,66,304

Profit brought forward 2,53,86,032 2,02,19,728

Net Profit carried forward to Balance Sheet 3,18,08,511 2,53,86,032

DIVIDEND

The Company has not declared dividend for the financial year 2014-15.

RESERVES

No amount is carried to any reserves during the period under review.

OPERATIONS

During the year under review the Company has achieved a higher turnover of Rs. 24,91,73,023/- as against Rs. 24,82,28,591 /- in the previous year. The net profit of the company is Rs. 64,22,479/-as against net profit of Rs. 51 ,66,304/- in the previous year. There was an increase in net profit by 24.31 % which was mainly due to increase in other income.

FUTURE PROSPECTS

The year 2014-15 has seen downfall in some of the areas of the Indian economy. One of the major features of the fiscal year was the unfavorable market condition. However, the company expects good performance even after stiff competition with big players. The Company is still hopeful to expect better performance in new products recently launched by company.

DEPOSITS

The Company has not accepted any deposits during the year under review or in earlier years.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BYTHE COMPANY:

Details of loans, guarantees and investments, if any, covered under the provisions of section 186 of the Companies act, 2013 are given in the notes to the financial statements.

SIGNIFICANT AND MATERIAL ORDERS

No significant or material order has been passed by the Regulators /Courts or Tribunals which can impact the going concern status and Company's operation in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes occurred subsequent to the close of financial year of the company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

1. In preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. They have 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 31st march ,2105 and of the profit or loss of the Company for that period;

3. They have taken proper and sufficient care for the maintenance of proper accounting records in accordance with the provisions of the companies Act, 2013 and rules made thereunder for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. They have prepared the annual accounts for the financial year ended 31st March, 2015 on a going concern basis.

5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. The directors had devised proper and systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board has appointed M/s Mahendra Khandelwal & Company, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act 2013. The Report of Secretarial Auditor is annexed with this report as Annexure-lll.

RELATED PARTY TRANSACTIONS:

ALL the related party transactions that were entered in to during the financial year were on an arm's length basis and were in the ordinary course of business. There are no material / significant related party transaction made by the Company which has a potential conflict with the interest of the Company at large and disclosure in form AOC-2 is given as required. The Board has framed a policy on related party transaction.

HUMAN RESOURCES

Company values its Human Resources the most. To keep their morale high, company extends several welfare benefits to the employees and their families by way of comprehensive medical care, education, housing and social security.

EXTRACTS OF ANNUAL RETURN:

Extracts of annual return is annexed to this report as Annexure-I CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Companies Act, 2013 relating to corporate social responsibility does not apply to the company.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has zero tolerance for sexual harassment at work places and has in place a policy on prevention , prohibition and redressal of sexual harassment at work place in the line of provisions of Sexual Harassment of women at work place (Prevention , prohibition and redressal), Act, 2013and the rules framed there under. At present company has no women worker in service.

DOCUMENTS PLACED ON THE WEBSITE (www.conpetco.com)

The following documents have been placed on the website in compliance with the Act:

* Financial statements of the Company.

* Code of conduct for insider trading and corporate disclosure practices.

* Shareholding patterns.

* Annual Reports.

DIRECTORS

Smt. Radhika Khandelwal, Director of the Company, is retiring by rotation at ensuing Annual General meeting and being eligible, offers herself for reappointment. The company has independent Directors on the Board and also one women Director as per requirement of Companies Act, 2013.

APPOINTMENT, REMUNERATION AND EVALUATION OF DIRECTORS

The Board has based on recommendations of the Nomination and Remuneration committee laid down following policies:

(i) Appointment and removal of Directors, KMP and Senior Management;

* The NRC will have the responsibility and authority to decide the essential and desirable skills/competencies/Experience/criteria of independence required from the individuals for the office of director, KMP and senior management Personnel.

* The experience required from Directors, KMP and Senior Management personnel.

* The NRC will review the criteria for the role and define the role specifications for the appointment.

* The NRC shall review the criteria for the role and define the role specifications for appointment.

* In case of directors and KMP, in addition to above specifications the NRC shall ensure that the candidate possesses the requisite qualifications and attributes as per Applicable laws.

(i) Identifying candidates who are qualified to become Directors , KMP and senior Management personnel:

* The NRC may assign the responsibility of identifying the candidates for the final interview by the

NRC to the following;

a) To the Managing Director / whole time Director and Chairman of NRC in case of selection of directors and

b) To the Managing Director/ whole time Director in case of selection of KMP and Senior Managerial Personnel.

c) The NRC shall identify members of the Board who will interview the candidate recommended to the NRC as above.

d) Upon selection of the candidate, the NRC shall make a recommendation to the Board for appointment of Director/KMP/Senior Management Personnel.

e) The appointment of directors and KMP shall be subject to the compliance of the Act, Clause 49 of listing agreement and Articles of Association.

(ii) Selection of independent Directors:

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field and who can effectively contribute to the Company's business and policy decisions are considered by NRC for appointment, as an independent Directors on the Board. The committee inter alia, considers qualification, positive attributes, area of experience and number of directorship held in other Companies by such person in accordance with the Company's policy for selection of Directors and determining Director1 independence. The Board considers the committee's recommendation, and takes appropriate decision. Every Independent Director at the first meeting of the Board in which he participates as Director and thereafter at the first meeting Board in every financial year, gives a declaration that he meets the criteria of independence as provided in the law.

(iii) Term of appointment:

* The term of appointment of Directors shall be governed by provisions of the Act and clause 49 of listing agreement.

* The term of KMP (other than the MD) and Senior management personnel shall be governed by the prevailing policy of the company.

(iv) Removal of Director, KMP and Senior Management Personnel:

* Removal of Director, KMP and Senior Management personnel may be warranted due to reasons such as disqualification prescribed under applicable laws and /or disciplinary reasons.

(v) Remuneration of Director, KMP and Senior Managerial Personnel:

* The remuneration payable to managing Director shall be determined by the NRC and recommended to the Board for approval. Such remuneration is further subject to approval of shareholders as per applicable provisions of the Act.

* Remuneration payable to non Executive Directors: Only the sitting fee will be paid to Non Executive Directors which shall be determined by NRC.

* Remuneration to KMP and Senior Managerial personnel: The NRC will approve policy for remuneration payable to KMP and senior Managerial personnel. The NRC will approve remuneration payable to KMP and Senior Managerial Personnel Which will finally be approved by Board.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

(i) Board is committed to assessing its own performance as Board is to identify its strength and areas in which it may improve its functioning.

(ii) NRC is responsible for carrying out evaluation of every Director's performance and the NRC will frame criteria for the same.

(iii) The evaluation of Board and Chairman will be reviewed by Independent Directors at their meeting.

(iv) The directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Grievance Committee.

(v) The Performance of the Board is evaluated by each individual Director as well as collectively by the Board on the Annual Basis towards the end of the Financial Year.

(vi) The Board performance is evaluated on the basis of number of Board and Committee meetings attended by individual director, participation of director in the affairs of the company, duties performed by each director and targets achieved by company during the year.

(vii) Performance of Independent Directors is evaluated based on objectivity and constructiveness while exercising duties, providing independent Judgment and risk management etc.

DIVERSITY OF BOARD OF DIRECTORS

NRC will ensure the diversity of Board of Directors is in order with the requirement of size of the Company. Further, NRC will ensure scope of work of Directors in the Company and portfolios which are going to be allocated to them shall be based on diverse experience of Directors.

MEETINGS OF BOARD OF DIRECTORS:

During the year under review four Board meetings were held ON 29.05.2014, 14.08.2014,15.11.2014 and 14.02.2015. The Company held four Board Meetings in the year as required under the Act and the gap between two Board meetings was in compliance with the provisions contained in the Companies Act 2013 and the Listing Agreement.

No. Of Name of the Director Category Meetings held

MADAN LAL Chairman and Managing 4 KHANDELWAL Director

RADHIKA KHANDELWAL Non-Executive Director 4

RAM NATH KAROL Independent Director and 4 Chairman of the Audit Committee.

GOVERDHAN Das SETHI Independent Director and 4 Chairman of the Nomination and Remuneration Committee

No. Of Attendance Name of the Director Meetings at the AGM attended

MADAN LAL 4 Yes KHANDELWAL

RADHIKA KHANDELWAL 4 Yes

RAM NATH KAROL 4 Yes



GOVERDHAN Das SETHI 4 Yes

COMMITTEES AT BOARD LEVEL

In compliance with the Companies Act 2013 as on 31st March, 2015 the Board has three Committee viz. Audit Committee, Nomination and Remuneration Committee, Shareholders and Stake holders relationship Committee. The Committees have optimum combination of Executive, Non -Executive and/or Independent Directors. The Committees are constituted with specific terms of reference and scope to deal with specific matters expediently. The details of the committees constituted by the Board are given below:

AUDIT COMMITTEE

The Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 at the Board level of Company acts as a link between the Independent Auditors, Internal Auditors, the Management and the Board of Directors and overseas the financial reporting process. The Audit committee interacts with the Internal Auditors, Independent Auditors, Secretarial Auditors and reviews and recommends their appointment and remuneration. The Audit Committee is provided with all necessary assistance and information for enabling them to carry out its function effectively.

The terms of references of the Audit Committee are broadly as under:

1) Overseeing of the Company's financial reporting process and the disclosures of its financial information to ensure that the financial statements are correct, sufficient and credible.

2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3) Approval of payment to statutory auditors for any other services rendered by them.

4) Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

* Changes, in accounting policies, significant adjustment made in the financial statements arising out of audit findings.

* Disclosure of any related party transactions and qualifications in the draft audit report.

* Compliance of listing agreement relating to financial statement.

5) Reviewing with the management the quarterly financial statements before submission to the board for approval.

6) Reviewing, with the management, performance of statutory and internal auditors and adequacy of the internal control systems.

7) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading department, reporting structure coverage and frequency of internal audit.

8) Discussion with internal auditors or any significant findings and follow up there on.

9) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern.

Composition and Attendance

The Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 the Board comprises of three qualified Directors viz. Ram Nath Karol, Goverdhan Das Sethi and Radhika Khandelwal, with majority being independent. Ram Nath Karol is the Chairman .Two of the members are having experience in finance, law and business. During the year under review the Audit Committee met 4 times on 29.05.2014, 14.08.2014, 15.11.2014 and 14.02.2015, to deliberate on various matters. The Present Composition and Attendance of the Audit Committee is as follows:

Name Category Designation



RAM NATH KAROL Non - Executive & Independent Chairman Director

GOVERDHAN DAS Non - Executive & Independent Member SETHI Director

RADHIKA Non - Executive Director Member KHANDELWAL No. of Meetings During Name FY201 4-15

Held Attended

RAM NATH KAROL 4 4

GOVERDHAN DAS 4 4 SETHI

RADHIKA 4 4 KHANDELWAL

NOMINATION AND REMUNERATION COMMITTEE:

In compliance of Section 178 of Companies Act, 2013 the Board renamed the Remuneration committee as "Nomination and Remuneration Committee. Your Board has re-constituted the Nomination and Remuneration Committee which now comprises of Goverdhan Das Sethi as Independent Director and Chairman, Ram Nath Karol and Radhika Khandelwal as Members.

The terms of reference of the committee inter alia include Succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/lndependent Directors based on certain laid down criteria's, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between fixed and incentive pay reflecting both short and long term objectives of the company.

The Committee met on 29/05/2014 and reviewed the performance of the Directors both Non-Executive and Executive Directors and also the senior managerial personnel including Key Managerial personnel during the year.

STAKE HOLDERS RELATIONSHIP COMMITTEE:

Stakeholders Relationship Committee performs various functions provided under the Section 178 of the Companies Act, 2013. The Committee comprises of three members namely Ram Nath Karol (Chairman of the Committee), Goverdhan Das Sethi the independent Directors and Radhika Khandelwal.

The Committee administers transfer and transmission of shares, Issue of duplicate certificates, change of status of members, change of name, transposition, sub-division of share certificates, consolidation of shares, dematerialization/ rematerialization of shares. Committee meets from time to time as per requirements of listing agreement. The committee facilitates prompt and effective redressal of investor complaints.

* Number of complaints received -Nil

* Number of complaints not solved to the satisfaction of shareholders-NIL

* Number of pending share transfers-NIL

* As at 31st March, 2015 no shares were pending for transfer.

REMUNERATION OF NON- EXECUTIVE / EXECUTIVE DIRECTORS

All decisions relating to the remuneration of the Directors were taken by the Board of Directors of the Company and in accordance with the Share holders' approval wherever necessary.

Details for remuneration paid / to be paid to the Directors for the year under review are as under:

Name of the Business Salary, benefits, Director relationship bonus etc paid with the Company during the year 2014-15

MADAN LAL Chairman & 11,75,000.00 KHANDELWAL Managing Director

RADHIKA Non-Executive 000 KHANDELWAL Director

RAM NATH KAROL Independent 000 Director

GOVERDHAN Independent 000 DAS SETHI Director

Name of the Commission Due/ Sitting fess(for Director paid/payable for Board and its 2014-15 committees)

MADAN LAL 000 000 KHANDELWAL

RADHIKA 000 000 KHANDELWAL

RAM NATH KAROL 000 000

GOVERDHAN 000 000 DAS SETHI

DETAILS PERTAINING TO REMUNERATION

As required under Section 197(12) of the companies act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014:

(i) The ratio of remuneration of each Director to the median remuneration of the employees of the company for the financial year2014-15 and

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, CEO, Company Secretary or Manager, if any in the financial Year.

REMUNERATION OF NON-EXECUTIVE/EXECUTIVE DIRECTORS

(i) Details pertaining to remuneration as required under Section 197(12) of the companies act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014:

(ii) The ratio of remuneration of each Director to the median remuneration of the employees of the company for the financial year 2014-15 and

(iii) The percentage increase in remuneration of each Director, Chief Financial Officer, CEO, Company Secretary or Manager, if any in the financial Year.

Sr. Name of Director/KMP Remuneration Percentage no and its designation to the Increase/Decrease Director/KMP in remuneration in for the the Financial Year Financial Year 2014-15 2014 -15

1. Mr. M.L Khandelwal(CMD) Rs.1175000 30.55%

2. Mr. Ram Nath Karol 0 - (Independent Director)

3. Mr. Goverdhan Das Sethi 0 - (Independent Director)

4. Mrs. Radhika Khandelwal 0 -

5. Mr. Navneet Khandelwal Rs.900000 0% (CEO)

6. Mr. Vikrant Khandelwal Rs.786960 0% (Dy. CEO Admn & Purchase)

Sr. Name of Director/KMP Ratio of no and its designation Remuneration of each director to the Median Remuneration of Employees

1. Mr. M.L Khandelwal(CMD) 5.11

2. Mr. Ram Nath Karol 0.00 (Independent Director)

3. Mr. Goverdhan Das Sethi 0.0 0 (Independent Director)

4. Mrs. Radhika Khandelwal 0.0 0

5. Mr. Navneet Khandelwal 3.92 (CEO)

6. Mr. Vikrant Khandelwal 3.43 (Dy. CEO Admn & Purchase)

(i) The numberof employees on the roll of the company are 16.

(ii) The median remuneration of employees (MRE) of the Company is Rs.2.29 Lacs. The MRE for the year is increased by 3.32 % compared to previous year.

(iii) There is no variable component in remuneration of Directors of the Company.

(iv) The ratio of the remuneration of the highest paid director to that of the employees who are not Directors but receive remuneration in excess of the highest paid director during the year- None.

(v) It is hereby affirmed that the remuneration paid is as per the remuneration policy of the company.

INDEPENDENT DIRECTORS MEETING

During the year under reference one meeting of Independent directors was held on 28th January, 2015 in compliance with the requirement of Schedule IV of the Companies Act, 2013. At the said meeting performance of non-independent Directors, Board as a whole and Chairman of the Company was reviewed.

PREVENTION OF INSIDERTRADING

The Company has adopted a code of conduct for fair disclosure and prevention of insider trading in order to regulate and control trading in Petroleums by Directors and designated employees of the Company. The code requires pre-clearance for dealing in the Company shares and prohibits the purchase and sales of Company shares by Directors and designated employees while in possession or unpublished price sensitive information in relation to Company and during the period of closure of trading window.

(i) Demat/Remat of shares

No request was received for Remat during the financial year. Details of Demat as follows;

a) Number of shares Dematerialized: 30245

b) Percentage of Shares Dematerialized as on 31st March, 2015:31.65 %

(i) Disclosures

a) There were no transactions of material nature with its related parties that may have the potential conflict with the interest of the company at large. Transactions with related parties are disclosed In Note No. 35 of the financial statements.

b) There were no instances of non compliance nor have any penalties imposed by Stock Exchanges or SEBI or any other statutory authority on any matter related to capital market during the last here financial years.

c) Managing Director of the company has certified to the Board with regard to the compliance made by them in terms of Clause 49 of the listing agreement and the certificate form part of this report.

INTERNALAUDITORS

M/s Ajay Khandelwal & Associates were appointed internal Auditors of the Company for the year ended 31st March, 2015 under the provisions of Companies Act, 2013 . The Company proposes to continue their services for the year 2015-16.

VIGIL MECHANISM

In Accordance of Section 177 of the Companies Act, 2013 the Company has constituted a Whistle Blower policy/ Vigil Mechanism to establish a vigil mechanism for the Directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or violation or violation of company's code of conduct.

RISK MANAGEMENT

Company has implemented an integrated risk management approach through which it reviews and assesses significant risk on a regular basis to ensure the there is a robust system of risk controls and mitigation in place. Senior management periodically reviews the risk management. The management however, of the view that no risk element is identified which in opinion of the board may threaten the existence of the company.

INTERNAL CONTROL SYSTEM

The Company has an internal control system commensurate with the size and complexity of operations. The Company has appointed M/S Ajay Khandelwal & Associates, Chartered accountants Jaipur as internal auditors of the Company. The Audit committee has also taken effective steps to review internal control system from time to time.

AUDITORS

M/s R.P. Khandelwal & Associates, Jaipur, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re- appointment.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has obtained a declaration from independent Directors that the said independent Director meets the criteria of independence as mentioned in Section 149 (6), of the Companies Act,2013.

REPRESENTATION ON OBSERVATION OF SECRETARIAL AUDITOR

There were four observations found by the Secretarial Auditor during his audit for the financial year 2014-15, which areas under:-

1. 315000 shares are pending for listing under BSE.

2. No Company Secretary and Chief Financial Officer appointed.

3. Website not showing result of current period.

4. MGT-14 relating to Unaudited Results in F.Y. 2014-15for Quarter ending 30.06.2014,30.09.2014 was not filed.

The Board of Directors would like to express their incapability to meet the above compliance as under: -

1. The Company has already made application and reminder mails for listing of 315000 shares on BSE but does not take any initiative action by it.

2. The Board of Directors have already started recruitment process for appointment of Company Secretary and Chief Financial Officer but still not able to find any suitable candidates for these posts. But assure that it will not create adverse impact on the company as well as shareholders and company will appoint them shortly.

3. The Board of Directors have already appointed IT Technician and updated the website but due to some problem website had not been updated on that time but now information are updated and available on website.

4. The Board of Directors had lack of knowledge in First and Second Quarter of Financial Year of New Companies Act, 2013 and its Rules, Regulations, Notification, Circulars and compliances relating to Registrar of Companies, due to that the forms was not filed for that period but now everything is lined up and is up to date.

The Board of Directors would also like to assure its shareholders that the above non-compliances by the company would not have any adverse effects on the shareholders and their shareholding and the company will take care that such above non-compliances should not happen in future.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013:

CONSERVATION

The Company takes appropriate measures from time to time for conservation of energy in the operation of the plant.

POWER & FUEL CONSUMPTION

Unit 2014-2015 2013-2014

i) Electricity own generation

by D.G. Set Units KWH 15963 11998

Unit per Ltr. of Diesel Oil KWH 0.270 0.276

Cost/Unit Rs. 11.80 12.20

ii) Fuel Oil(Diesel/LDO/FO/GO)

Quantity Ltr. 128553 201674

Total Amount Rs. 7269690 11505503

Average Rate/Unit Rs. 56.55 57.05

iii) Consumption per Unit of production (Lubricating Oils) Fuel Oil Ltr. 0.038 0.036

TECHNOLOGY ABSORPTION

The Research and Development Department of the Company is dedicated to develop environment- friendly processes and introduces new formulations for lubricants from time to time.

FORIGN EXCHANGE

During the year under review the income in foreign exchange was Rs.5,24,104.00 and the out go on purchase of lubricants was Rs.3,34,46,295.00

ACKNOWLEDGMENT

The Board would like to place on record its sincere appreciation to all the employees for their continued efforts towards the growth of the company. The Board also wishes to place on record the support extended by its Bankers and the trust reposed in it by its shareholders.

For and on behalf of the Board of Directors,

PLACE: JAIPUR M. L .KHANDELWAL DATE: 30-May, 2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors are pleased to present 28thAnnual Report together with Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial Results for the year under review are as follows:- (Rs.in Lacs)

2013-2014 2012-2013

Sales 2482.29 1988.36

Other Income 262.96 330.07

Gross Profit before Interest, Depreciation & Adjustments 115.36 132.51

Interest 13.53 18.64

Depreciation 16.31 14.87

Net Profit/ (Loss) before tax 85.52 99.00

Net Profit/(Loss) after tax 51.66 69.76

Balance of Profit/(Loss)Brought -

forward from last year 202.20 132.43

Balance carried forward to Balance Sheet 253.86 202.19

DIVIDEND

Your Directors have decided not to pay dividend for the year 2013-2014 due to requirement of working capital for expansion programme.

OPERATIONS

It is appreciable to note that the company has achieved a higher turnover of Rs. 2482.29 Lacs as against Rs. 1988.36 Lacs in the previous year, recording 24.84% increase. The income from Hazardous Waste Management activities etc. has decreased from Rs. 330.07 Lacs to Rs. 262.47 Lacs as compared to previous year. The Net Profit was Rs. 51.66 Lacs as compared to net profit of Rs. 69.76 Lacs in the previous year.

PROSPECTS

In view of the increased awareness and stringent pollution regulation towards environment protection our industries in India is adopting improved technologies and measures to reduce pollution. Therefore, your Directors have decided to concentrate more efforts towards growing business on hazardous waste management within the parameters of prevailing Indian laws. The company expects reasonable growth by the above business. The growth in sales of lubricating oils is also expected to continue. The Company has successfully installed plant for production of transformer oil. Company has also started sale of lubricants in Southern part of India.

FIXED DEPOSITS

The Company has not accepted any deposits from public which are covered under Section 58A of the Companies Ac,1956

DIRECTORS

Smt. Radhika Khandelwal retires by rotation and being eligible offers herself for re-appointment at forthcoming Annual General Meeting. Shri Ram Nath Karol & Shri G.D. Sethi are proposed to be appointed independent Director of five years under the provisions of Companies Act,2013

SHARE CAPITAL

The Company had issued 315000 convertible warrants in the year 2010-11 out of which all the 315000 warrants are

converted in 315000 equity shares.However,the listing permission of aforesaid shares is stell pending withe Mumbai

Stock Exchnage

COMPLIANCE CERTIFICATE

Secretarial compliance certificate received from M/S C.M.Bindal & company .Company Secretaries. Jaipur under

Section 383 A of the companies Act, 1956 is annexed herewith and bears the part of Directors report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Your Directors confirm:

1. That in the preparation of Annual Accounts, applicable accounting standards have been followed.

2. That the Directors have selected such accounting policies and applied them consistently & 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 31st March, 2014.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud & other irregularities.

4. That the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2014 on a going concern basis.

CONSERVATION

The Company takes appropriate measures from time to time for conservation of energy in the operation of the plant.

TECHNOLOGY ABSORPTION

The R&D Department of the Company is dedicated to develop environment-friendly processes and introduce new formulations for lubricants from time to time.

FOREIGN EXCHANGE

During the year under review the income in foreign exchange was nil. and out go on purchase of lubricants was Rs. 13310769/-

AUDITORS

M/s R.P. Khandelwal & Associates, Jaipur, Auditors of the Company retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Directors have recommended their re-appointment.

EMPLOYEES

Information under Section 217(2A) of Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended:-

None of the employees was in receipt of remuneration beyond the limits prescribed under aforesaid rules.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their grateful thanks for the support and assistance received by the Company from Central and State Government Authorities & Banks. The Directors also place on record their appreciation to all employees of the Company for their good work.

Registered office By Order of Board of Directors A-2 Opposite Udyog Bhawan, Tilak Marg, C-Scheme, Jaipur

M.L.Khandelwal Dated 29th May, 2014 Chairman and Managing Director

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Mar 31, 2013

The Directors are pleased to present 27th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial Results for the year under review are as follows:-

(Rs. in lacs)

2012-2013 2011-2012

Sales 1988.36 1487.49

Other Income 330.07 434.94

Gross Profit before Interest, Depreciation & Adjustments 132.51 132.94

Interest 18.64 8.48

Depreciation 14.87 12.12

Net Profit/ (Loss) before tax 99.00 112.34

Net Profit/(Loss) after tax 69.76 78.64

Balance of Profit/(Loss) Brought forward from last year 132.43 53.79

Balance carried forward to Balance Sheet 202.19 132.43

DIVIDEND

Your Directors have decided not to pay dividend for the year 2012-2013 due to requirement of working capital for expansion programme.

OPERATIONS

It is appreciable to note that the company has achieved a higher turnover of Rs. 1988.36 Lacs as against Rs. 1487.49 Lacs in the previous year, recording 33.67% increase. The income from Hazardous Waste Management activities etc. has decreased from Rs. 434.94 Lacs to Rs. 330.07 Lacs as compared to previous year. The Net Profit was Rs. 69.76 Lacs as compared to net profit of Rs. 78.64 Lacs in the previous year.

PROSPECTS

In view of the increased awareness and stringent pollution regulation towards environment protection our industries in India is adopting improved technologies and measures to reduce pollution. Therefore, your Directors have decided to concentrate more efforts towards growing business on hazardous waste management within the parameters of prevailing Indian laws. The company expects reasonable growth by the above business. The growth in sales of lubricating oils is also expected to continue. The Company has already completed the installation of underground tanks & blending tanks for production of Petroleum products of A.B.& C class for which statutory permissions have been received. It is expected that production of industrial solvents, lacquers etc will start during the current year which will lead to enhancement of profit of the Company.

FIXED DEPOSITS

The Company has not accepted any deposits from public which are covered under Section 58A of the Companies Ac, 1956

DIRECTORS

Smt. Radhika Khandelwal retires by rotation and being eligible offers herself for re-appointment at forthcoming Annual General Meeting.

SHARE CAPITAL

The Company had issued 315000 convertible warrants in the year 2010-11 out of which all the 315000 warrants are converted in 315000 equity shares. However, the listing permission of aforesaid shares is still pending with Mumbai Stock Exchange

COMPLIANCE CERTIFICATE

Secretarial compliance certificate received from M/S C.M.Bindal & company .Company Secretaries. Jaipur under Section 383 A of the companies Act, 1956 is annexed herewith and bears the part of Directors report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Your Directors confirm:

1. That in the preparation of Annual Accounts, applicable accounting standards have been followed.

2. That the Directors have selected such accounting policies and applied them consistently & 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 31st March, 2013.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud & other irregularities.

4. That the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2013 on a going concern basis.

CONSERVATION

The Company takes appropriate measures from time to time for conservation of energy in the operation of the plant.

TECHNOLOGY ABSORPTION

The R&D Department of the Company is dedicated to develop environment-friendly processes and introduce new formulations for lubricants from time to time.

FOREIGN EXCHANGE

During the year under review the income in foreign exchange was nil. and out go on purchase of lubricants was Rs 5401118/-

AUDITORS

M/s R.P. Khandelwal & Associates, Jaipur, Auditors of the Company retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Directors have recommended their re-appointment.

EMPLOYEES

Information under Section 217(2A) of Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended:-

None of the employees was in receipt of remuneration beyond the limits prescribed under aforesaid rules.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their grateful thanks for the support and assistance received by the Company from Central and State Government Authorities & Banks. The Directors also place on record their appreciation to all employees of the Company for their good work.

Registered office By Order of Board of Directors

A-2 Opposite Udyog Bhawan,

Tilak Marg, C-Scheme, Jaipur

M.L.Khandelwal

Dated 30th May, 2013 Chairman and Managing Director

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Mar 31, 2010

The Directors are pleased to present 24th Annual Report together with Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

The Financial Results for the year under review are as follows:- (Rs. in Lacs)

2009-2010 2008-2009

Sales 841.13 757.92

Other Income 256.03 233.32

Gross Profit before Interest, Depreciation & Adjustments 92.49 78.27

Interest 7.40 6.82

Depreciation 6.54 22.07

Net Profit/ (Loss) before tax 78.55 49.38

Net Profit/(Loss) after tax 50.84 35.06

Add: Balance of Profit/(Loss)Brought - forward from last year (57.99) (93.05)

Balance carried forward to Balance Sheet (7.15) (57.99)

DIVIDEND

Your Directors have decided not to pay dividend for the year 2009 - 2010 due to heavy losses incurred in past years.

OPERATIONS

It is heartening to note that the company has achieved a higher turnover of Rs.841.13 Lacs as against Rs.757.92 Lacs in the previous year, recording 10.98% increase. The income from Hazardous Waste Management activities etc. has increased from Rs.233.32 Lacs to Rs.256.03 Lacs as compared to previous year. The Net Profit was Rs.50.84 Lacs as compared to net profit of Rs.35.06 Lacs in the previous year. The accumulated losses of the company are almost wiped out.

PROSPECTS

In view of the increased awareness and stringent pollution regulation towards environment protection our industries in India is adopting improved technologies and measures to reduce pollution. Therefore, your Directors have decided to concentrate more efforts towards growing business on hazardous waste management within the provisions of HW (MH&TM) Rules as amended. The company expects attractive growth by the above business. The growth in sales of lubricating oils is also expected to continue. The Company has already completed the installation of underground tanks & blending tanks for production of Petroleum products of A, B & C class for which statutory permissions are shortly expected. With commissioning of this plant, the Company expects good business and related performance growth in marketing of Industrial solvents, Lacquers, Rubber chemicals, thinners etc.

DIRECTORS

Smt. Bhagwati Khandelwal retires by rotation and being eligible offers herself for re-appointment at forthcoming Annual General Meeting. Shri Madan Lai Khandelwal, Managing Director of the Company has also been appointed Chairman of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

1. That in the preparation of Annual Accounts, applicable accounting standards have been followed.

2. That the Directors have selected such accounting policies and applied them consistently & 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 31st March 2010.

3. That the Directors have taken proper and suficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud & other irregularities.

4. That the director have prepared the Annual Accounts for the financial year ended 31st March 2010 on going concern basis. CONSERVATION

The Company takes appropriate measures from time to time for conservation of energy plant.

TECHNOLOGY ABSORPTION

The R & D Depatment of the company is dedicated to develop environ-friendly processes and introduce new formulations for lubricants from time to time.

FOREIGN EXCHANGE expenditure in foreign exchange was

During the year under review the income in foreign exchange was NIL & The expenditure in foreign exchange was Rs. 7,79,544/-.

AUDITORS

M/s R.P. Khandelwal & Assosiates, Jaipur, Auditors of the Company retires at the ensuing Annual General Meeting, being eligible, offer themselves for re-appointment. The Directors have recommended their re-appointment

EMPLOYEES

Information under Section 217(2A), of Companies Act, 1956 read with Companies (particuiars of employees) Rules, 1975 as amended:-

None of the employess was in receipt of remuneration beyond the limits prescribed as per aforesaid rules.

ACKNOWLEDGMENT

Your Diectors take this opportunity to place on record their grateful thanks for the support and assistance received by the Company from Central and State Government Authorities & Banks. The Directors also place on record their appreciation to all employees of the Company for their good work.

By order of Board of Directors

M.L.Khandelwal Chairman and Managing Director

Registered office

A-2 Opposite Udyog Bhawan, Tilak Marg, C-Scheme, Jaipur

Dated 29th May 2010