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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Kesar Petroproducts Ltd.

Mar 31, 2025

Your Directors are pleased to present the 35^th Annual Report of the Company together with the Audited Financial Statements for
the year ended 31st March, 2025.

SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

Particulars	Standalone Figures (Rs. in Lacs)
Particulars	2024-25	2023-24
Revenue from operations	18,517	14,889
Other Income	248	767
Total Turnover & Other Income	18,765	15,656
Less : Manufacturing and Other Expenses	16,920	14,657.25
Profit / (Loss) before interest and Depreciation	1,845	998.39
Less : Finance Costs (Interest)	139	139
Profit / (Loss) after Interest	1,706	859.48
Less : Depreciation and Misc. Expenses written off	375	365
Net Profit / (Loss) before exceptional items and tax	1331	493
Exceptional Items	0.00	0.00
Profit / (Loss) Before Tax	1331	493
Less: Tax Expense (including Deferred Tax)	69	(3.09)
Profit/(Loss) after tax	996	497
Earnings Per Share (EPS)	1.03	0.51

During the year under review, your Company generated total revenue of ''18,517 lacs against the total revenue of previous year
amounted to ''14,889 lacs and the financial year has ended up with a net profit of ''996 lacs, which is almost 2 times higher as
compared to previous year.

DIVIDEND:

During the year, your directors have not recommended any dividend for the year in order to accumulate the reserve.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74 of the Companies Act, 2013 read
together with the companies (Acceptance of Deposits) Rules, 2014. Your Company held no deposit in any form from anyone
during the year 31st March, 2025, which was overdue or unclaimed by the depositors.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any amount to unclaimed dividend to investor education and protection fund.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year.

TRANSFER TO RESERVES:

No fund was transferred to General Reserve.

BOARD OF DIRECTORS AND KMPS:

The Composition of the Board during the year under review was as per the provisions of Regulation 17(1) of listing regulation
read with the Companies Act, 2013.

Pursuant to Section 152 of the Companies Act, 2013 Mr. Dinesh Shankarlal Sharma (DIN: 01231046), Director, retires by
rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has
recommended his re-appointment.

There was no change in the management of the Company and there was no appointment or resignation on Board during the year
under review.

None of the Directors are disqualified for appointment/re-appointment under Section 164 of the Act. As required by law, this
position is also reflected in the Auditors'' Report.

As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of
Directors proposed for appointment/re-appointment has been given in the notice of annual general meeting.

DIRECTORSâ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and based on the information
provided by management, your Directorsâ state that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2025 the applicable accounting
standards have been followed.

(b) Directors have selected such Accounting policies 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 corporation as at the end of 31st
March, 2025 and of the profit of the Company for the year ended on that date.

(c) Director have taken Proper and sufficient care to the best of their knowledge and ability for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.

(d) Directors have prepared the annual accounts on a ''going concern'' basis;

(e) Director have laid down internal financial controls commensurate with the size of the Company and that such financial
controls were adequate and were operating effectively; and

(f) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company, viz. Mr. Kanayo Dayaram Fatnani (DIN - 07818627), Mrs. Neelam
Yashpal Arora (DIN - 01603068), Mr. Satish Chand Mathur (DIN: 03641285) and Mr. Nainesh Sumant Rai Desai have affirmed
that they continue to meet all the requirements specified under Regulation 16(1)(b) of the listing regulations in respect of their
position as an "Independent Director" of Kesar Petroproducts Limited. The Independent Directors of the Company have
confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules,
2014. The N&R Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including
the Executive Directors.

Further, all the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as
stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that
they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact
their liability to discharge their duties.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors''
Databank maintained with the Indian Institute of Corporate Affairs (âIICAâ) in terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

The Independent Directors have confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and
expertise and that they hold the highest standards of integrity.

Details of Familiarization Programme for the Independent Directors are provided separately in the Corporate Governance
Report.

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that the Board shall monitor and review
the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board
of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013 states
that the performance evaluation of independent directors should be done by the entire Board of Directors, excluding the
director being evaluated.

The Board as a whole was evaluated on various parameters like Board Composition & Quality, Board Meetings and Procedures,
adherence to the Code of Conduct etc. Based on each of the parameter, the Board of Directors formed an opinion that
performance of Board as a whole has been outstanding. The Board approved the evaluation results as collated by the
Nomination and Remuneration Committee.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a structured questionnaire was prepared. The performance Evaluation of the Independent Directors was
completed. Independent Directors Meeting and Nomination and Remuneration Committee considered the performance of NonÂ¬
Independent Directors and the Committees and Board as whole, reviewed the performance of the Chairman of the Company,
taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the Company Management and the Board.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN
PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the performance evaluation of the Independent Directors was completed.

The evaluation framework for assessing the performance of directors of your company comprises of contribution at meetings,
strategies perspective or inputs regarding the growth and performance of your company among others.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.
The Board of Directors expressed their satisfaction with the evaluation process.

Details of program for familiarization of Independent directors of the company are accessible on yours company website at
http://www.kesarpetroproducts.com.

MEETING OF INDEPENDENT DIRECTORS:

The meeting of Independent Directors was scheduled on 27^th May, 2024. All the Independent Directors were present in the
meeting.

STATUTORY AUDITORS:

M/s. A. Sachdev Co., Mumbai, Chartered Accountants (Firm Reg. No. 001307C) has been appointed as a Statutory Auditors of the
Company from conclusion of 32^nd Annual General meeting of the Company for a period of five (5) years, till the conclusion of the
37^th Annual General Meeting of the Company.

The MCA vide its notification dated 7 May 2018 has amended Companies (Audit and Auditors) Rules 2014 by Companies (Audit
and Auditors) Amendment Rules 2018, which dispense the requirement of members approval for ratification of appointment of
Auditors at every Annual General Meeting. Keeping the same in mind no such agenda item is included in notice for the 35^th AGM.

AUDITORS REPORT:

Observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments under
Section 134 (1) of the Companies Act, 2013.

INTERNAL AUDITORS:

The Internal and operational audit is entrusted to M/s. ATJ & Co LLP (FRN: 113553W/W100314), Chartered Accountants. The
main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking
controls with best practices in the industry.

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with
new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and
complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of
the internal control systems and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of
the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the
Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

SECRETARIAL AUDITORS AND THEIR REPORT:

M/s Pankaj S. Desai, Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the
financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit
Report for financial year 2024-25 is Annexure-A to this Boardâs Report.

Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated 8^th February, 2019 issued by Securities
and Exchange Board of India (SEBI), M/s Pankaj S. Desai, Practicing Company Secretaries have issued the Annual Secretarial

Compliance Report for the financial year ended 31st March, 2025, thereby confirming compliance of the applicable SEBI
Regulations and circulars / guidelines issued there under by the Company.

COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY SECREATARIRAL AUDITORS:

Mr. Pankaj S. Desai, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2024-25 have drawn the
attention of the management on some the non-compliances or observations, which have been marked as qualification in his
report. In connection with the same management herewith give the explanation for the same as follows:

The management will make an application to RBI for seeking registration as required under section 45(IA) of RBI Act, 1934. The
Management will seek opinion of some RBI professionals for making good of said default.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors and the Secretarial Auditors have not reported any
instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and RemunerationCommittee

3. Stakeholders'' RelationshipCommittee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in
the Corporate Governance Report.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year, there is no subsidiary, joint venture or associate of the Company.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR:

There were no such Companies which have become or ceased to be its subsidiaries, Joint Ventures or Associate Companies
during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such
transactions.

All related party transactions are placed before the Audit Committee for approval.

Pursuant to the Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the
particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form
AOC-2 in Annexure-B to this Boardâs Report.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Following are the particulars of loans, guarantees and investments under Section 186 of the Companies, Act, 2013 of the
Company:

Nature of Investments	Opening Balance	Amount Invested during the year	Amount Redeemed	Gain/Loss	Closing Balance
Union Long Term Equity Fund Growth	1,51,18,861.21	-	1,70,66,454.69	19,47,593.48	-
Union Innovation and Opportunities Fund	28,29,745.31		31,32,186.77	3,02,441.46
Total	1,79,48,606.52	-	2,01,98,641.46	22,50,034.94	-

Opening Balance	Amount of Loans During The Year	Given	Amount of (Loans repaid) received during the Year	Closing Balance
46,94,209	10,53,51,622		9,02,16,980	1,98,28,851

Details of the Loans, Investments and Guarantee covered under the provisions of Section 186 of the Companies Act, 2013 (Act),
has been given under notes forming parts of the Accounts and same will be produced for verification to the members at the
registered office of the Company on their request.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo Details of energy conservation and
research and development activities undertaken by the Company along with the information in accordance with the provisions
of Section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the extent as are applicable to the
Company, are given in Annexure - âC'' to the Directors'' Report.

REPORTS ON CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance
requirements set out by SEBI.

A Report on Corporate Governance along with a Certificate from M/s Pankaj S. Desai, regarding compliance with the conditions
of Corporate Governance as stipulated under Regulation 34(3), Schedule V of SEBI (LODR) Regulations, 2015 with Stock
Exchange read with the relevant provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms
part of this Report.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with
Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India,
is presented in a separate Section forming part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain
its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are
presented to Board.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the
internal audit findings and corrective actions taken.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the risk management and internal control framework in place commensurate with the size of the Company.
However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are
discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

There were no employees in the Company, who were in receipt of remuneration of more than one crore and two lakhs rupees in
the year 2024-25 or eight lakhs and fifty thousand rupees per month if employed for a part of the financial year.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2025 was Rs. 9,66,73,170/- consisting of 9,66,73,17 Equity Shares of Rs.10/-
each. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock
options nor sweat equity. As on March 31, 2025, none of the Directors and/or Key Managerial Person of the Company hold
instruments convertible in to Equity Shares of the Company.

BUSINESS RESPONSIBILITY REPORT:

As the Company is not amongst top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of
Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

MAINTENANCE OF COST RECORDS:

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the
Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by
the Institute of Company Secretaries of India.

POSTAL BALLOT & EGM :

The Company has conducted no Postal Ballot during F.Y. 2024-25 however, 1 EGM was held in the month of November, 2024 in
connection with necessary approval and submission has been already made to the authorities. The details of the resolution
passed through postal ballot are mentioned in corporate governance report in this annual report.

ANNUAL RETURNS:

The Annual Return in Form MGT-7 for the financial year ended 31st March 2025 is available on the website of the Company at
https://www.kesarpetroproducts.com/archives.html.

CREDIT RATINGS:

During the year under review, the Company has not borrowed any money and has not raised any funds. Hence, disclosure
pertaining to utilization of funds and Credit Rating is not applicable.

DETAILS OF UTILISATION OF FUND:

During the year, the Company has not raised any funds through preferential allotment, right issue or qualified institutions
placement, the details required to be given under Regulation 32 of the Listing Regulations is not applicable to the Company.

CEO AND CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of
Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report.

CERTIFICATE OF NON- DISQUALIFICATION OF DIRECTORS

Certificate from secretarial auditor regarding none of the directors on the board of the company have been debarred or
disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any
such statutory authority as per item 10(i) of Part C of Schedule V of the Securities Exchange Board of India (Listing Obligations
and Disclosure Requirement) Regulations 2015, annexed to this report.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of Business of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2024-25,
till the date of this report. Further there was no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year there are no significant and material orders passed by the Regulators/Courts that would impact the going
concern status of the Company and its future operations.

SUSPENSE ESCROW DEMAT ACCOUNT/UNCLAIMED SHARES ACCOUNT

The Company does not have any of its securities lying in demat / unclaimed suspense account arising out of public/bonus/right
issues as at 31st March, 2025. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities
in suspense account and other related matters does not arise.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the
attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the
mechanism provided in the Whistle Blower Policy.

During the financial year 2024-25, no cases under this mechanism were reported in the Company.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. During the financial year 2024-25, no cases in the nature of sexual harassment were reported at any
workplace of the company.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support
extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of
professionalism and enthusiastic effort displayed by them during the year.

By Order of the Board of Directors

Sd/- Sd/- Sd/- Sd/-

Ramjan Kadar Shaikh Dinesh S. Sharma Jignesh D. Desai Nisha Jain

(Whole Time Director) (Director) (CFO(KMP) (Company Secretary)

DIN: 08286732 DIN: 01231046 Place: Mumbai Place: Mumbai

Place: Mumbai Place: Mumbai

Date: 08/08/2025

Office : D-7/1, M.ID.C., Lote Parshuram,

Taluka -Khed, District, Ratnagiri - 415722, Maharashtra

El Email: info@kesarpertoproducts.com | Website: www.kesarpetroproducts.com
SContact No. : 02356-272339

Mar 31, 2024

Your Directors presents the 34^th Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS:

The Companyâs financial performance for the year ended 31^st March, 2024 is summarized below:

(Rs Tn Lakhs)

Particulars	2023-24	2022-23
Revenue from operations	14,888.51	11,996.16
Other Income	767.13	148.78
Total Turnover & Other Income	15,655.64	12,144.93
Less : Manufacturing and Other Expenses	14,657.25	11,338.20
Profit / (Loss) before interest and Depreciation	998.39	806.73
Less : Finance Costs (Interest)	138.91	105.31
Profit / (Loss) after Interest	859.48	701.42
Less : Depreciation and Misc. Expenses written off	364.82	603.46
Net Profit / (Loss) before exceptional items and tax	494.66	97.97
Exceptional Items	0.00	0.00
Profit / (Loss) Before Tax	494.66	97.97
Less: Tax Expense (including Deferred Tax)	(3.09)	51.17
Profit/(Loss) after tax	497.75	46.80
Earnings Per Share (EPS)	0.51	0.05

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The total net Profit before tax in the current year was Rs.494.66 Lakhs as against net profit before tax of Rs. 97.97 Lakhs in the previous year. The Company has made a Net Profit after Tax of Rs. 497.75 Lakhs in the current year as compared to Net Profit after tax Rs. 46.80 Lakhs in the previous year.

The war in Europe had caused a major disruption in logistics. This led to abnormal prices in raw material and reduction in the off take of the finished good. To cap this situation China imposed a countervailing duty on the imports of our finished goods.

However, to overcome this Company has ventured into major recovery of bye products from the waste which is being generated. DAP and anticorrosive coatings are the line the line the Company is pursuing. This will not only mitigate the environmental problems that a normal Chemical Industry has but will earn handsomely out of this activity in coming years.

The new capital expenditure in captive power plant and zero liquid discharge which the Company has undertaken will make the Company in a unique position of reducing its utility cost and at the same time going in zero discharge were practically no water will be required as input and no waste water as output. The project is likely to be completed in this financial year ending 31.3.2025

The Companyâs products however remain fairly well established and the Company has a loyal set of customers.

DIVIDEND:

In view of limited Profit, your Directors intend to plough back the profits in to the Companyâs operations and hence do not recommend any dividend for the year ended 31^st March, 2024.

RESERVES:

The Company did not transfer any amount to General Reserve.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business manufacturing Phthalocyanine range of pigments and Dye Intermediates. There was no change in the nature of business activities of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year 31 March, 2024 to which the financial statements relates and the date of signing of this report.

SUBIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have subsidiary, joint venture and associate company.

DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance deposits Rules), 2014. There was no deposit which remained unclaimed and unpaid at the end of the year.

EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company in Form MGT-7 has been uploaded on the website of the Company and is available at the following link:

https://www.kesarpetroproducts.com/archives.html

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per Section 152(6) of the Companies Act, 2013 Mrs. Neelam Yashpal Arora (DIN: 01603068) and being eligible, offers herself for re-appointment as the Director of the Company.

The following are changes which occurred during the year and till the date of Directors Report:

Name	Designation	Appointment or Resignation	with effect from
Parijat Vinod Kanetkar	Non- Executive Non -Independent Director	Resignation	25-07-2023
Saba Jameel Shaikh	Company Secretary and Compliance Officer	Resignation	21-04-2024
Bhavna Girish Purohit	Company Secretary and Compliance Officer	Appointment	01-06-2024

COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF:

The Composition of the Board and Statutory Committees thereof along with other details are given in the Corporate Governance Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Board met 4 (Four) times during the year. The details of the meetings are given in the Corporate Governance Report. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given the requisite declaration pursuant to Section 149(7) of the Companies Act, 2013 to the effect that they meet criteria of independence as provided in Section 149(6) of the Act.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of Sec 134(3) of Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 and Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board, on the recommendation of the Nomination and Remuneration Committee of the Company, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Salient features of the Remuneration Policy are:

The Remuneration Policy of the Company is divided into the following headings and the entire policy is available on the website of the Company www.kesarpetroproducts.com

(1) Preface (2) Commencement (3) Definitions (4) Purpose (5) Principles of Remuneration

(6) Nomination and Remuneration Committee (7) Selection and appointment of the Board Members (8) Process for evaluation; and (9) Publication

DIRECTORSâ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board

hereby confirms 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 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 as at 31^st March 2024 and of the profit of the company for period ended on that date;

(c) the directors have 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 have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER

SECTION 186 OF THE COMPANIES ACT, 2013:

Following are the particulars of loans, guarantees and investments under Section 186 of the

Companies, Act, 2013 of the Company:

(A) Loans provided: (Amount in Rs.)

Opening Balance	Amount of Loans Given During The Year	Amount of amounts (Loans repaid) received during the ear	Closing Balance
27,52,152	5,46,79,274	5,28,37,217	46,94,209

(B) Guarantees:

No Guarantees were given during the year under review.

Tâ¢ Â£k-nfo nrt ono¹ ( A nrt Aiinf i -n T?c ^

Nature of Investments	Opening Balance	Amount Invested during the year	Amount Redeemed	Gain/Loss	Closing Balance
Union Long Term Equity Fund Growth	1,09,65,385.76			41,53,475.45	1,51,18,861.21
Union Innovation and Opportunities Fund		25,00,000		3,29,745.31	28,29,745.31
Total	1,09,65,385.76	25,00,000	-	44,83,220.76	1,79,48,606.52

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES PURSUANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013:

There were no contracts or arrangements or transactions with any related parties which could be considered material in accordance with the policy of the Company during the year under review. Hence, the Company is not required to disclose details of the related party transactions in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF EMPLOYEES:

There was no employee who was employed throughout the year or part thereof and in receipt of remuneration aggregating to Rs. 1,02,00,000/- p.a. or more or who was employed for part of the year and in receipt of remuneration aggregating to Rs.8,50,000/- p.m. or more.

PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The details related to employees and their remuneration as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned in Annexure âIâ to this Boardâs Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy-

(i)	the steps taken or impact on conservation of energy;	NIL
(ii)	the steps taken by the company for utilizing alternate sources of energy;	Exploring the possibility of power generation through sulphuric acid.
(iii)	the capital investment on energy conservation equipment.	NIL

(B) Technology absorption-

(i)	the efforts made towards technology absorption;	Rs. 60 crore expansion invested in technology to have zero liquid discharge
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;		NIL
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and		NIL
(iv)	the expenditure incurred on Research and Development.		Rs. 2 Crores

The Foreign Exchange earned in terms of actual inflows during	Rs. 2901.82 Lacs
the year;
The Foreign Exchange outgo during the year in terms of actual outflows.	Rs. 27.90 Lacs

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The Company monitors and evaluates the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and policies.

VIGIL MECHANISM POLICY:

The Company has a Vigil Mechanism policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company. We affirm that during the financial year 2023-24, no employee or director was denied access to the Audit Committee.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT:

Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the following have been made a part of the Annual Report and are attached to this report:

â¢ Management Discussion and Analysis Report - âAnnexure -IIâ

â¢ Corporate Governance Report - âAnnexure IIIâ

â¢ Declaration by Executive Director/CEO affirming with the compliance of the code of conduct of Board of Directors and Senior Management -âAnnexure IVâ

â¢ Practicing Company Secretaryâs Certificate under sub-para 10(i) of Part C of Schedule V of SEBI (LODR), Regulations, 2015 - âAnnexure Vâ

â¢ Auditorsâ Certificate regarding compliance of conditions of Corporate Governance -âAnnexure VIâ

STATUTORY AUDITORS:

At the Companyâs 32^nd Annual General Meeting held on 29^th September, 2022, M/s. A. Sachdev Co., Mumbai, Chartered Accountants (Firm Reg. No. 001307C) appointed as the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion of the 32^ndAnnual General Meeting until the conclusion of the 37^th Annual General Meeting of the Company.

INTERNAL AUDITORS:

The board has re-appointed M/s. ATJ & Co LLP, Chartered Accountants (having FRN: 113553W/W100314) as an Internal Auditor of the Company for the financial year 2024-25. The Internal Auditors will monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to the Audit Committee.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Pankaj Desai & Associates, Company Secretaries, Mumbai to undertake the Secretarial Audit and Secretarial Compliance of the Company. The Secretarial Audit Report is attached herewith and marked as âAnnexure VIIâ.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations, adverse remarks made or fraud reported by the Statutory Auditors in their reports. There are also no points for which separate explanation would be given.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditors in the Secretarial Compliance Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of Section 135 of the Companies Act, 2014 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company and hence, the Company has dissolved its existing Corporate Social Responsibility Committee and a Policy on Corporate Social Responsibility (CSR).

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON AND REDRESSAL) ACT, 2013.

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âActâ) and Rules made thereunder, your Company has adopted a policy for prevention of sexual harassment at work place and has constituted an Internal Complaints Committee. During the year, the Company has not received any complaints on sexual harassment under the said Act.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companyâs activities during the year under review. Your Directors also acknowledge gratefully the support and confidence reposed by the shareholders of the Company.

By Order of the Board of Directors

Sd/- Sd/- Sd/- Sd/-

RAMJAN KADAR DINESH SHANKARLAL BHAVNA GIRISH PUROHIT JIGNESH DINESH

SHAIKH SHARMA DESAI

WHOLETIME DIRECTOR COMPANY SECRETARY CFO(KMP)

DIRECTOR

DIN: 08286732 DIN: 01231046

Place: Mumbai

Date: 14^th August, 2024

Mar 31, 2023

Your Directorpresents the 33^d Annual Report together with the Audited Financial Statements for the year ended 3^sl March, 2023.

FINANCIAL RESULTS:

The Companyâs financial performance for the year ended 31^st March, 2023 is summarized below:

Particulars	2022-23	2021-22
Revenue from operations	H996.6	15309.93
Other Incom e	48.78	22.57
Total Turnover & Other Income	2,4493	1543250
Less : Manufacturing and Other Expenses	H338.20	45C 9.78
Profit / (Loss) before interestDnplreciation	806.73	928.77
Less Finance Costs (Intere st)	05.31	24.49
Profit / (Loss) afttat eres t	70)142	904.27
Less : Depreciation and Misc. Expenses written of	603.46	602.P
Net Profit / (Loss) before exceptional items and t	97.97	302.08
Exceptional Item s	0.00	6.05
Profit / (Loss) Before Tax	97.97	296.02
Less: TaxExpense (including Deferred T ax)	517	28.74
Profit/(Loss) after tax	46.80	267.28
Earnings Per Share (EPS)	0.38	0.28

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The total neP rofitbefore taxin the current yewas Rs .97.97 Lakhsas againstnet profit before tax ofRs. 296.02 Lakhs int he previous yearThe Company hamade a NetProfi tafterTax of Rs.

4680 Lakhs int he current yeats compared to Net oss after tax R267.28 Lakhs in the previous year.

The business outlook for the Company was less than rosy in the current year due to factors beyo the control of the managemenThe war in Europe had caused a major disruption in logistics. This led to abnormal prices in raw material and reduction in the offtake of the our finished good. To cap this situation China imposed a countervailing duty on the imports of our finished goods. Due to this single factor the production had to be curbed and effeky; icapacity utilization has to be curtailed at around 70% of last year. The sales those down sharply :

Thedye intermediate sector was more severely hit because of the overall business scene. The DNCI as a product along with its downstream products took a tail Tpie .Company has started other dye intermediates to replace the Beta Naphthol intermediates and hope to do better in th is sector.

The turbulence in the intermediate market coupled with reduction in value addition of CPC was ; setback in this year. The CompaUrnywever has recovered from this set back during the current year and prospect is looking upbeat .

The new capital expenditure in captive power plant and zero liquid discharge which the Company has undertaken will make the Company in a unique position of reducing its utility cost and at th<

same time going in zero discharge were practically no water will be required as input and no waste water as output. In the process the Company will recover bye products which were going in the waste water .

The Companyi s hopeful that this coming year will be better than the previous though the signs of headwinds in terms of recession is seen by the Company. Despite the overall negative climate, the Company has made a small profit of aboul Lakhs .

The Companyâs products however remain fairly well established and the Company has a loyal set of customers.

DIVIDEND:

In view ofl imited Profit your Director sntend to plough back the profits in to the Companyâs operations and henc do not recommend any dividend for the year ended ^lMarch, 2023.

RESERVES:

The Company dd not transfer any amount to General Reserve.

CHANGE IN NATURE OF BUSINESS:

The BSEvide itsnotice dated Feb 10 2023, revoked the suspension of trading of equity shaofes the Companyw.e.f F ebruary 14, 2023 as per the order passed by tHonâble Securities Appellate Tribunal on December 5, 2022

SUBIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not haveubsidiary, joint venture and associate company.

DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act 20B read with the Companies (Acceptance deposits Rules), 204. There was no deposit which remained unclaimed duunpaid at the end of the year .

EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company in Form MI GaT been uploaded on the website of the Company and is available at the following linittps://www.kesarpetroproducts.com/archives.h l

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per Section 52(6) of the Companies Act, 20BMr. Dinesh Shankarlal Sharma (DIN: 0231046), who retires by rotation and being eligible, offers himself fappointment as the Director of the Company.

The following are changes which occurred during the yeart ian the date of Directors Report:

Name	Designation	Appointment or Resignation	with effect from
Surya Prakash Sitaram Pandey	Non-Executive- NonIndependent Director	Resignation	25 -04 -2022
Dinesh Shankarlal Sharma	Non-Executive- NonIndependent Director	Appointment	25 -04 -2022
Saba Jameel Shaik h	Company Secretary and Compliance Officer	Appointment	26-05-2022
Ramchandra Dhondu Ghanekar	Whole Time Director	Resignation	28 -06 -2022
Govind Krishna Sharma	Non- Executive-Independent Director	Demise	5 -08-2022
Nainesh Sumanti Ra Desai	Non- Executive-Independent Director	Appointment	2 -I -2022
Satish Chand Mathu	Non- Executive-Independent Director	Appointment	27-2 -2022
Parijat Vinod Kanetkar	Non-Executive- NonIndependent Director	Resignation	25-07 -2022

COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF:

The Composition of the Board and Statutory Committees thereof along with other details are give in the CorporatG overnance Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Boardmet 9 (Nine timesduring the year. The details of the meetings are given in the Corporate Governance Report. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 20B and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20B.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given the requisite declaration pursuant to Sectio: 49(7) of the Companies Act, 20B to the effect that they meet criteria of independence as provided in Section 49(6) of the Act.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of Sec B4(3) of Companies Act, 20B read with Rule 8 of The Companies (Accounts) Rules, 20tt and Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 205, the Board has carried out an annual pmfnce evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the CorporatevSrnance Report .

COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board, on the recommendation of the Nomination and Remuneration Committee of the Company, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Salient features of the Remuneration Policy are:

The Remuneration Policy of the Company is divided into the following headings and the entire policy is available on the website of the C ompawww.kesarpetropr oduct s.com

(1) Preface(2) Commencement (3) Definitions(4) Purpose(5) Principles of Remunerati on (6) Nomination and Remuneration Commit 1(Â§e Selection and appointment of the Board Members (8) Process for evaluationnd (9) Piblication

DIRECTORSâ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section B4(5) of the Companies Act, 20B, the Board hereby confirms 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 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 o the state of affairs of the company as atMarch 223 and of the profit of the company for period ended on that date;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accountin records in accordance with the provisions of this Act for safeguarding the assets of th company and for preventing and detecting fraud and other irregularit

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

F ollowing are the particulars of loans, guarantees and investments under Section B6 of the Companies, Act, 20B of the Company :

(A) Loans provide	d:	(A	: mount in rs: )
Opening Balance	Amount of Loans Given During The Ye a	Amount of amounts (Loans repaid) received during the ear	Closing Balance
9,77,61260	4,90,56,583	4 ,40,65,691	27,52,152

(B) Guarantees :

No Guarantees were given during the year under review.

(C) investme	ints made:			(Amoun	t in rs: )
Nature of Investments	Opening Balance	Amount Invested during the year	Amount Redeemed	Gain/Loss	Closing Balance
Union Long Term Equity F und Growth	1,07,99,56259			1,65 ,823.7	109 ,65,385.76
Total	1,07,99,56259	_-	_-	165,823.7	109,65,385.76

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES PURSUANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013:

There were ncontracts or arrangements or transactions with any related parties which could be considered material in accordance with the policy of the Company during the year under review. Hence, the Company is not required to disclose details of the related paraacttions in Form AOC-2 pursuant to clause (h) of s-ubction (3) of Section B4 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 204.

PARTICULARS OF EMPLOYEES:

There was no employee who was employed throughout the year or part thereof and in receipt of remuneration aggregating to Rs. 102,0Q00C/ - p.a. or more or who was employed for part of the year and in receipt of remuneration aggregating to Rs.8,5Q00lp.m. or more :

PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The details related to employees and their remuneration as required under Section P7(2) of the Companies Act, 20B and Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204 are mentioned An nexure âIâ to this Boardâs Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy-

(i)

the steps taken or impact on conservati of energy ;

NIL

(ii)	the steps taken by the company for utilizing alternate sources of energy;	Exploring the possibility of power generation through sulphuric acid.
(iii)	the capital investment on energy conservation equipment .	NIL

(B) Technology absorption-

(i)	the efforts made towards technolog absorption;	Rs. 14 crore expansion invested in technology to have zero liquid discharge
(ii)	the benefits derived like product improvement, cost reduct product development or import substituti on;		on I l
(iii)	in case of imported technology (imported during the last three y reckoned from the beginning of the financial ye ar) (a) the details of technology imported; (b) the year of impor t; (c) whether the technology been fully absorb ed; (d) if not fullybsorbed, areas where absorption has not taken pla and the reasons thereof; and		NIL
(iv)	the expenditure incurred on Research and Development.		Rs. 90.00 Lacs

(C) Foreign exchange earnings and outgo-
The F oreign Exchange earned in termactf; al inflows during the year ;	Rs. 524.49 Lacs
The F oreign Exchange outgo during the year in terms of act outflows;	Rs . 530.07 Lacs

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

Orderwas passed by Securities Appellate TribunM umbai, on December 5, 2022 wherein the order was passed stating

âSince, the fine has now been paid the suspension order should be revoked by the respondent Accordingly, the respondent was directed to revoke the suspension order.

And, on F elruarytt, 2023, BSE passed an order for revocation of suspension in trading of equity shares of the company.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate Internal Control Sysommensurate with the size, scale and complexity of its operations. The Company monitors and evaluates the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and policies.

VIGIL MECHANISM POLICY:

in the Corporate Governance Report and also posted on the website of the Company. We affirm that during the financial year22-23, no employee or director was denied access to the Audit Committee .

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has laid down a wedefined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoringiotfi business and no-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigat the same through a properly defined framework.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT:

Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 205, the following have been made a part of the Annual Report and are attached to this report:

â¢ Management Discussion and Analysis Repot Annexure -IIâ

â¢ Corporate Governance Repor t Annexure IIIâ

â¢ Declaration by Executive Director/CEO affirming with the compliance of the code of conduct of Board of Directors and Senior Managei-tentnexure IVâ

â¢ Practicing Company Secretaryâs Certificate under sub-para 0(i) of Part C of Schedule V of SEBI (LODR), Regulations, 2015- âAnnexure Vâ

â¢ Auditorsâ Certificate regarding compliance of conditions of Corporate Governance -âAnnexure VIâ

STATUTORY AUDITORS:

At the Companyâs 32^ndAnnual General Meeting held onf2 September, 2022, M/s. A. Sachdev Co., Mumbai, Chartered Accountants (F irm Reg. No. 00B07C) appeihas the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion! f Annual General Meeting until the conclusion of t3i7e^h Annual General Meeting of the Company.

INTERNAL AUDITORS:

The board has appointed M/s. ATJ & Co LLP, Chartered Accountants (having FRN: B553W/WDCBM) as an Internal Auditor of the Company for the financial year 2-23 in place of M/s. Sayeed Khan & Associates, Chartered Accountants, Mumbai as Internal Auditors. Thi Internal Auditorwill monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to the AudiitttCom

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 203 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, the Company has appointed PankajDesai & Associates, Company Secretaries, Mumbai to undertake the Secretarial Audit and Secretarial Compliancef the Company. The Secretarial Audit Repsrattached herewith and marked afsAnnexure VIIâ.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations, adverse remarks made or fraud reported by the Statuto Auditors in their reports. There are also no points for which separate explanation would be given.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditors i the Secretarial Compliance Reporxcept for the following observations:

1. The company has received notice/mail dated 27.08.2021for non-compliance/ late compliances of certain clause of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in the past years.

The company has represented the matter before BSE Ltd but the BSE Ltd has taken action against company by suspending the trading of company equity shares on the stock exchange & freezing the demat account of the promoters of the company.

The BSE Ltd Partially waived offfine levied pursuant to SEBI circular SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 (erstwhile SEBI circular SEBI/HO/CFD/CMD/CIR/P/2018/77 dated May 03, 2018) on 19.04.2022 against which company has filed appeal before The Securities Appellate Tribunal Mumbai. On August 10, 2022 the order for was passed whereby the appeal was partly allowed and the fine was reduced but due to non-payment offine BSE had suspended the trading activities of the appellant, which was revoked upon successful payment of thefine amount. The Appeal ofBSE was misconceived and rejected via order 03.02.2023.

CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of ection 135 of the Companies Act, 20)4 read with Companies (Corporate Social Responsibility Policy) Rules, 20)4, are not applicable to the Company and hench,e Company has dissolved itsexisting Corporate SociaResponsibility Committee and a Policy on Corporate Social Responsibility (CSR ) .

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON AND REDRESSAL) ACT, 2013.

The board is under process to formulatelthernal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 20B. During the yearhowever no complaint was received by thdesignated person till the time Committeeis formulated

ACKNOWLEDGEMENTS:

Your Directorplace on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companyâs activities during the year under review. Your Directors also acknowledge gryt ethei support and confidence reposed by the shareholders of the Company.

By Order of the Board of Directors

Sd/- Sd/- Sd/- Sd/-

RAMJAN KADAR DINESH SHANKARLAL SABA JAMEEL SHAIKH JIGNESH DINESH

SHAIKH SHARMA DESAI

WHOLETIME DIRECTOR COMPANY SECRETARY CFO(KMP)

DIRECTOR

DIN:08286732 DIN: 01231046

Place: Mumbai

Date: 11^th August, 2023

Mar 31, 2018

BOARDS'' REPORT

To,

The Members

The Directors presents the 28th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2018.

FINANCIAL RESULTS:

The Companyâs financial performance for the year ended 31st March, 2018 is summarized below:

(RS, in Lakhs)

Particulars	2017-18	2016-17
Total Turnover & Other Income	18000.00	17443.01
Less : Manufacturing and Other Expenses	13977.36	14715.33
Profit / (Loss) before interest and Depreciation	4022.64	2727.68
Less : Interest	4.42	61.34
Profit / (Loss) after Interest	4018.22	2666.34
Less : Depreciation and Misc. Expenses written off	177.27	129.71
Net Profit / (Loss) Before Tax	3840.95	2536.63
Less: Provision for Tax (including Deferred Tax)	785.74	528.39
Profit/(Loss) after tax	3055.21	2008.24
Balance Profit/(Loss) brought forward from Previous Year	3843.70	1835.46
Balance profit / (Loss) carried to balance Sheet	6898.91	3843.70

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The total net profit before tax of the Company has increased from Rs. 2536.63 Lakhs to Rs. 3840.95 Lakhs in 2018. The Net profit after tax has increased from Rs. 2008.24 Lakhs to Rs. 3055.21 Lakhs in 2018.

During the year the Company started producing value added pigments Beta Blue. The coming years will see enhanced production in this field. This single activity has added to the bottom line of the Company.

Apart from this, the capacity constraint in the Alpha Blue was also attended to by de-bottlenecking. The gradual shift from CPC crude manufacturing to more value added pigments will be the strategy going forward.

The Dye intermediate factory also has started and this year the production in naphthalene based dye intermediates will further add to the top and bottom line.

One major achievement of the Company was going into zero liquid discharge in the Dye Intermediates Plant. The same concept is being followed for the pigments which is likely to commence functioning in the last quarter of the current year.

DIVIDEND:

In view to conserve the resource of the Company, your Directors do not recommend any dividend for the year ended 31st March, 2018.

RESERVES:

The Company does not transfer any amount to General Reserve.

CHANGE IN NATURE OF BUSINESS:

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

DECLARATION OF INDEPENDENT DIRECTORS:

FORMAL ANNUAL EVALUATION:

COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board, on the recommendation of the Nomination and Remuneration Committee of the Company, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Salient features of the Remuneration Policy are:

The Remuneration Policy of the Company is divided into the following headings and the entire policy is available on the website of the Company www.kesarpetroproducts.com;

1. Preface

2. Commencement

3. Definitions

4. Purpose

5. Principles of Remuneration

6. Nomination and Remuneration Committee

7. Selection and appointment of the Board Members

8. Process for evaluation

9. Publication

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.

SUBIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have subsidiary, joint venture and associate company.

DEPOSITS:

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is attached herewith and marked as ''Annexure Iâ.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. K. D. Fatnani was appointed as an Additional Director by the Board of Directors pursuant to Section 161 of the Companies Act, 2013 to hold the office of Non-Executive Independent Director of the Company from 30th May, 2017 till the date of 27th Annual General Meeting. He was appointed as a Non-Executive Independent Director at 27th Annual General Meeting.

As per Section 152(6) of the Companies Act, 2013 Mrs. Snehalata D. Sharma retires by rotation and being eligible offers herself for re-appointment as the Director of the Company.

Mr. Sunil Sawant ceased to be Director of the Company w.e.f. 22nd May, 2017. The Board of Directors place on record its appreciation for his association with the Company and for his valuable service.

Other than stated above there was no change in the Directors and Key Managerial Personnels of the Company.

COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF:

The Composition of the Board and Statutory Committees

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Following are the particulars of loans, guarantees and investments under Section 186 of the Companies, Act, 2013 of the Company:

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby confirms that:â

(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 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 as at 31st March 2018 and of the profit of the company for period ended on that date;

(A) Loans provided:

Opening Balance	Amount of Loans Given During The Year	Amount Of Repayment	Closing Balance
22,72,83,233	1,00,000	1,11,58,741	21,62,24,492

(B) Guarantees:

No Guarantees were given during the year under review.

(H in Lakhs)

Nature of Investments	Opening Balance	Amount Invested during the year	Amount Redeemed	Closing Balance
Union Capital Protection Oriented Fund	0	1,25,00,000	-	1,25,47,389
Union Balanced Advantage Fund	0	2,00,00,000	-	1,97,00,000
Money Market Fund Growth	1,00,00,000	0	-	1,06,74,360
Union Liquid Fund Growth	0	1,00,00,000	-	1,13,75,505
Total	1,00,00,000	4,25,00,000	-	5,42,97,254

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES PURSUANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013:

PARTICULARS OF EMPLOYEES:

PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy-

(i)	the steps taken or impact on conservation of energy;	NIL
(ii)	the steps taken by the company for utilizing alternate sources of energy;	Exploring the possibility of power generation through sulphuric acid.
(iii)	the capital investment on energy conservation equipment.	NIL
(B) Technology absorption-
(i)	the efforts made towards technology absorption;	NIL
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
(iv)	the expenditure incurred on Research and Development.	NIL
(C) Foreign exchange earnings and outgo-
The Foreign Exchange earned in terms of actual inflows during the year;			RS,147.58 Lakhws
The Foreign Exchange outgo during the year in terms of actual outflows.			RS,889.24 Lakhs

Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company. We affirm that during the financial year 2017-18, no employee or director was denied access to the Audit Committee.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT:

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There was no significant material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companyâs operations in future.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

VIGIL MECHANISM POLICY:

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations, adverse remarks made or fraud reported by the Statutory Auditors in their reports.

With respect to observation made by Secretarial Auditor in his report, we would like to state that:

a) The Form IEPF-2 could not be uploaded within the prescribed time due to inadvertence.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of the Companies Act, 2014 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formed Corporate Social Responsibility Committee and a Policy on Corporate Social Responsibility (CSR).

The Company could not spend the required amount on CSR activities as per the CSR policy of the Company because the Company could not identify proper project to make expenditure towards its CSR obligations. The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year is set out in ''Annexure IIâ of this report in the format prescribed in the Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON AND REDRESSAL) ACT, 2013.

Internal Complaint Committee was formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was received by the Committee.

ACKNOWLEDGEMENTS:

- Management Discussion and Analysis Report -''Annexure -IVâ

- Corporate Governance Report - ''Annexure Vâ

- Declaration by Executive Director/CEO affirming with the compliance of the code of conduct of Board of Directors and Senior Management -''Annexure VIâ

- Auditorsâ Certificate regarding compliance of conditions of Corporate Governance -''Annexure VIIIâ

STATUTORY AUDITORS:

M/s. A. Sachdev Co., Chartered Accounts, Mumbai were appointed as the statutory auditors of the Company at the previous annual general meeting of the Company, for a period of five years commencing from financial year 2017-18.

The first proviso to Section 139(1) of the Companies Act, 2013 wherein the company was required to place the matter relating to ratification of appointment of Statutory Auditors, done under Section 139(1) of the Companies Act, 2013, by members at every annual general meeting is omitted w.e.f 7th May, 2018 vide the Companies (Amendment) Act, 2017. Hence, no resolution for ratification of appointment of M/s. A. Sachdev & Co., the statutory auditors of the Company is required.

INTERNAL AUDITORS:

The Company has appointed M/s. K. P. Kapadia & Co., Chartered Accountants, Mumbai as Internal Auditors. The Internal Auditors monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to the Audit Committee.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mahesh Kandoi & Associates, Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is attached herewith and marked as ''Annexure VIIâ.

By Order of the Board of Directors

For Kesar Petroproducts Limited

Mohit P. Kaushik Mrs. Snehlata D. Sharma

Executive Director& CEO Director

DIN: 06463483 DIN: 01854393

Place: Mumbai

Date: 14th August, 2018

Mar 31, 2015

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS:

The Company's financial performance for the year ended 31st March, 2015 is summarized below:

(Rs. In Lacs)

Particulars 2014-15 2013 - 14

Total Turnover & Other Income 14618.22 15354.66

(Less) : Manufacturing and Other Expenses 13852.18 15102.73

Profit / (Loss) before interest and depreciation 766.04 251.93

(Less) : Interest 8.50 0.67

Profit / (Loss) After Interest 757.54 251.26

(Less) : Depreciation and Misc. Expenses written off 97.19 42.74

Net Profit before Tax 660.35 208.52

(Less) : Provision for Tax 135.37 42.72

Profit/(Loss) after tax 524.98 165.80

Less : Proposed dividend 72.67 -

Dividend Distribution Tax 14.87 -

Balance Profit/(Loss) brought forward from Previous Year 187.71 21.91

Balance profit carried to balance Sheet 625.15 187.71

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The total net profit before tax of the Company has increased from Rs. 208.52 Lacs to Rs. 660.35 Lacs in 2015. The Net profit after tax has increased from Rs. 165.80 Lacs to Rs. 510.11 Lacs in 2015.

During the year, the Company has undertaken production of CPC Crude and cuprous chloride. Some of the production was undertaken done on job work basis. The Company is trying to initiate and streamline the operations cycle of the plant by bringing about structural and strategic alterations in the plant and also by investing funds and resources for upgrading and tapping the production capabilities of the Company.

DIVIDEND:

Your Directors have recommended a dividend of Re. 1 per share, being 10% of the paid-up equity capital of the company for the year ended 31st March, 2015. Total outflow on account of payment of dividend would be Rs. 72.67 Lacs and on account of the Dividend Distribution Tax would be Rs.14.87 Lacs. The Dividend, if approved, will be paid to those members whose names appear on the Register of Members / list of Beneficiaries as on 29th September, 2015

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, Mr. Mohit Prem Kumar Kaushik (DIN: 06463483) of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board of Directors of the Company has appointed Mrs. Snehalata Dinesh Sharma (DIN: 01854393) as an Additional Director of the Company w.e.f. 30th May, 2015 and holds office upto the date of Annual General Meeting. The Company has received a notice along with requisite deposit from a member of the Company under Section 160 of Companies Act, 2013 proposing her candidature or the office of the Director of the Company.

Your Board recommends for appointment of Mrs. Snehalata Dinesh Sharma and re-appointment of Mr. Mohit Prem Kumar Kaushik as Directors of the Company.

Ms. Shruti Dinesh Sharma (DIN: 05329003) was appointed as an Additional Director of the Company w.e.f. 27th March, 2015 and tender her resignation from post of directorship w.e.f. 30th May, 2015.

KEY MANAGERIAL PERSONNEL

Mr. Mohit Prem Kumar Kaushik (DIN: 06463483) was appointed as Executive Director of the Company w.e.f. 9th December, 2013 and as Chief Executive Officer w.e.f. 30th May, 2015. Mr.Anil Rajkotia is appointed as Company Secretary of the Company w.e.f. 1st September, 2014.

Mr. R.V. Srinivasan is appointed as a Chief Financial Officer of the Company w.e.f. 30th May, 2015.

DEPOSITES:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance deposits Rules), 2014.

EXTRACTS OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is attached herewith and marked as 'Annexure 1'.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Board met 11 (Eleven) times during the year. The details of the meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement that:Â

(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 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 and of the profit of the company for that period;

(c) the directors have 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 have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given the requisite declaration pursuant to Section 149(7) of the Companies Act, 2013 to the effect that they meet criteria of independence as provided in Section 149(6) of the Act.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

STATUTORY AUDITORS:

M/s. Sayeed khan & Associates , Chartered Accountants (FRN: 1252227W) Mumbai, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Auditors.

Your Directors recommend the re-appointment of M/s. Sayeed khan & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing 25th Annual General Meeting upto the conclusion of 26th Annual General Meeting of the Company and to audit financial statements for the financial year 2015-16.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Pankaj Desai, Proprietor M/s. Pankaj & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is attached herewith and marked as 'Annexure 2'.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There was no qualifications, reservations or adverse remarks made by the either by the Audi- tors or by the Practicing Company Secretary in their respective reports.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

PARTICULARS OF CONTRACTS OR. ARRANGEMENTS MADE WITH RELATED PARTIES:

There were no contracts or arrangements or transactions with any related parties during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details regarding conservation of energy, technology absorption, foreign exchange earnings and outgo is attached herewith and marked as :'Annexure 3'.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, no significant or material order was passed by any regulatory authority which may have bearing on going concern status or on operations of the company in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUECY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Company

monitors and evaluates the efficacy and adequacy of internal control system in place, its compliance with operating systems, accounting procedures and policies.

AUDIT COMMITTEE AND ITS COMPOSITION

As on 31st March, 2015, the Audit Committee comprised of Mr. Nazirsaheb Sayyed, Mr. Sunil Sawant and Mr. Mohit Kumar Kaushik. Mr. Nazirsaheb Sayyed is a Chairman to the Committee.

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process.

Other details with respect to Audit Committee are given in Corporate Governance Report.

WHISTLE BLOWER/VIGIL MECHANISE POLICY:

The Company has a Vigil Mechanism/Whistle Blower policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

MANAGERIAL REMUNERATION AND OTHER DETAILS:

The necessary details/disclosures of Ratio of Remuneration to each Director to the median employee's remuneration and other details pursuant to the section 197(12) of the Companies Act, 2013 and as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked as 'Annexure 4'.

CORPORATE GOVERNANCE REPORT AND MDA:

Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchange, the following have been made a part of the Annual Report and are attached to this report:

- Corporate Governance Report

- Auditors' Certificate regarding compliance of conditions of Corporate Governance

- Management Discussion and Analysis Report

SHARE CAPITAL:

There is no change in the Share Capital of the Company. As on 31st March, 2015, the issued, subscribed and the paid up share capital of the Company stood at Rs. 7,26,73,170/- comprising of 72,67,317 Equity Shares of Rs. 10/- each.

On 7th February, 2015, the Company has issued and allotted 24,00,000 warrants for cash at price of Rs. 59/-(Rupees Fifty Nine only) each includ- ing premium of Rs. 49/- (Rupees Forty Nine only) each on preferential basis, carrying an option / entitlement to subscribe to equivalent number of Equity Shares of Rs. 10/- (Rupees Ten) each within a period of 18 months from the date of their issue.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the share- holders for their support and confidence reposed on your Company.

For & on behalf of the Board of Directors

For Kesar Petroproducts Limited

Nazirsaheb Sayyad Mohit Kaushik

Director Executive Director

DIN: 01820552 DIN: 06463483

Place: Mumbai

Date : 28th August, 2015

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their 24thAnnual Report and the audited accounts for the financial year ended on 31st March, 2014.

FINANCIAL RESULTS

2013-2014 2012-2013 (Rs.) (Rs.)

Total Turnover & Other Income 1,53,54,66,294 44,46,43,266

Manufacturing and Other Expenses 1,51,02,72,687 43,81,40,554

Profit / (Loss) before interest and depreciation 2,51,93,607 65,02,712

Interest 67,006 7,174

Profit / (Loss) after interest 2,51,26,601 64,95,538

Depreciation and Misc. Expenses written off 42,74,481 41,71,972

Profit / (Loss) after interest And Depreciation 2,08,52,120 23,23,566

Provision for Tax 42,72,023 3,87,247

Profit / (Loss) after Tax 1,65,80,097 19,36,319

Balance Profit / (Loss) brought forward from Previous Year 21,91,250 2,54,931

Balance Profit Carried to the Balance Sheet 1,87,71,347 21,91,250

DIVIDEND

As the company''s profit are insufficient to declare dividend and your Directors therefore do not recommend payment of Dividend for the year.

OPERATIONS OF THE COMPANY

During the year, the Company has undertaken production of CPC Crude and cuprous chloride. Some of the production was undertaken done on job work basis. The Company is trying to initiate and streamline the operations cycle of the plant by bringing about structural and strategic alterations in the plant and also by investing funds and resources for upgrading and tapping the production capabilities of the Company.

STATUS OF ISSUES FROM THE ORDER DATED 17th AUGUST, 2007 OF THE BOARD FOR FINANCIAL AND INDUSTRIAL RECONSTRUCTION (BIFR)

Wide order dated 09/12/2013 by the order of Board for Financial and Industrial Reconstruction the the reference stands awaited under sec 13 (4) of SARFESAI Act 2002 read with sec 15 (1) of SICA 1985.

The Company has been compelled to initiate separate legal proceedings with respect to re-possession of the statutory records including the Books of Accounts and the Company''s premises at 7, Nagin Mahal, Churchgate, Mumbai, from the erstwhile promoters of the company, who have maliciously failed to handover possession thereof to the new promoters and management of the company.

These apart, it has come to the knowledge of the management that there are Advance Licenses which the Erstwhile Management (EWM) had got issued from the DGFT, which are still remaining open and have deliberately not been closed/forfeited with ulterior and malignant purposes. The outcome of the licenses is unascertainable due to absence of the underlying records and liability therein, as and when it arises, shall be recovered from the EWM. The management estimates the value of the pending advance license liability at Rs. 9,66,78,150/- which apparently is un-surrendered. The total advance licenses issued are estimated at Rs. 13.74 Cr approx. since 1997 which are estimated to be pending for forfeiture.

The Canara Bank has transferred the assets to one of the ARC at Zero value. We are trying to settle with them amicably.

LISTING OF THE NEW EQUITY SHARES ON THE BOMBAY STOCK EXCHANGE LIMITED (BSE)

The BSE has lifted the suspension of trading wef 16th June 2014 and now the shares are being traded in the exchange.

The Company has paid the requisite Annual Listing Fees, to the above Exchange.

COMPULSORY DEMATERIALISATION OF COMPANY''S SHARES

The Company''s Equity Shares were compulsorily dematerialized and as such the Company''s Shares continue to be traded in the electronic form as per the relevant SEBI guidelines. The process of dematerialization of the Shares issued consequent upon the reduction of Share Capital, in 2008, has been completed in Central Depository Services (India) Limited;

DIRECTORS

Mr. Nazirsaheb Sayyed and Mr. Sunil Atmaram Sawant are being eligible for appointment as Independent Director. Mr. Mohit Prem Kumar Kaushik who was appointed as Additional Director on 09.12.13 is being appointed as Director (Subject to the approval of Shareholders). Mr. Ajay Sharma resigned from the directorship of the company on 09.12.13.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 (erstwhile Section-217(2AA) of the Companies Act, 1956), with respect to Directors'' Responsibility Statement is hereby confirmed :

1) That in the preparation of the accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2) That the Directors 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 year and of the loss of the Company for the year under review.

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

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

5) Had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE GOVERNANCE

The Company has complied with all the requirements of Corporate Governance, as applicable to the Company, during the period under report, as per the amended Listing Agreement with the Bombay Stock Exchange. The Report on Corporate Governance together with the Auditor''s Report thereon, is annexed hereto in accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

AUDITOR

M/s. Sayeed Khan & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT

In their report, the auditors have made certain observations. The response of the management is presented herein below:-

1. The auditors have made observations about the non-provision of gratuity and retirement benefits for the company''s employees. The management opines that the same remains uncalled for as the company has no employees drawing such remuneration so as to qualify for retirement or other benefits. All the old employees have been retired as per Court Order which the new management has paid off.

2. The auditors have made observations about the initiation of recovery proceedings by M/s Invent Assets Reconstruction Company Limited (IARCL). IARCL is the 2nd charge holder in respect of the company''s assets. The above recovery procedure has been initiated by IARCL under the sanction by the 1st charge holder M/s. Malvika Harbopharma Private Limited. The management remains committed to its core for reviving the company and all the directors remain very enthusiastic on the prospects of the company and its products. The management is very optimistic and is looking forward with fervor towards a turnaround in the company''s finances in the immediate year. The management remains committed to its lenders and is keen on maintaining cordial and fruitful relations with all of them.

EMPLOYEES

The relations between the management and its employees have been cordial. Your Directors place on record their appreciation of the efficient and loyal services rendered by the employees of the Company at all levels.

The Company did not have any employees whose remuneration attracts the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings, is enclosed as an Annexure to this report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the support received from the Company''s Bankers, Shareholders and other stake holders and look forward to their support and goodwill.

By Order of the Board for KESAR PETROPRODUCTS LIMITED

Mumbai NAZIRSAHEB SAYYED Date : 8th September, 2014 CHAIRMAN

Mar 31, 2011

The Directors have pleasure in presenting their 21st Annual Report and the audited accounts for the financial year ended on 31st March,2011.

FINANCIAL RESULTS 2010-2011 2009-2010 (Rs.) (Rs.)

Total Turnover 21,50,40,930 14,12,96,217

Manufacturing and Other Expenses 21,45,96,291 13,83,07,467

Profit / (Loss) before interest and depreciation 4,44,639 29,88,750

Interest 371 9,43,619

Profit / (Loss) after interest 4,44,268 20,45,131

Depreciation and Misc. Expenses written off 39,75,958 37,78,600

Profit / (Loss) after interest And Depreciation (60,24,077) (17,33,469)

Provision for Tax

Profit / (Loss) after Tax (60,24,077) (17,33,469)

Balance Profit / (Loss) brought forward from 97,79,798 1,15,13,267

Previous Year

Balance Loss in the Account

Add; Reserve on Reconstruction as per

BIFR order

Balance Profit Carried to the Balance Sheet 37,55,721 97,79,798

DIVIDEND

Your Company is a sick industrial undertaking under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 and the Company's factory has been closed in view of the losses. Your Directors therefore do not recommend payment of Dividend for the year.

OPERATIONS OF THE COMPANY

The Company started its activity in the Cuprous Chloride field. Total 539.5 tons of cuprous was sold for the year 2010-11. The Company's turnover of Rs.2150.41 lacs included dealings of Cuprous Chloride and other chemicals during the year under report.

STATUS OF ISSUES FROM THE ORDER DATED 17th AUGUST, 2007 OF THE BOARD FOR FINANCIAL AND INDUSTRIAL RECONSTRUCTION (BIFR)

- There are several contentious issues arising from and out of the several Orders passed by the BIFR after its principal Order in 2007 and these have been the subject matter of legal cases pending before the Appellate Authority for Industrial And Financial Reconstruction, the Hon'ble High Courts at Delhi and Bombay. These matters being sub juice, the Company has not acknowledged the financial implications thereof as debts and therefore no provisions have been made.

The Company has also initiated separate legal proceedings with respect to re-possession of the Statutory Records including the Books of Accounts and the Company's premises at 7, Nagin Mahal, Churchgate, Mumbai, before the BIFR, from the erstwhile promoters of the company, who have failed to handover possession thereof to the new promoters and management of the company.

LISTING OF THE NEW EQUITY SHARES ON THE BOMBAY STOCK EXCHANGE LIMITED (BSE)

The Company has made applications to the BSE, for listing of the Equity Shares allotted on 16th April, 2008, and the said applications are pending. The Company's Equity Shares continue to be listed on the BSE, but have been suspended from trading, since June, 2006, on account of, inter alias, non-compliance of the corporate governance rain limonite

The dematerialization process for the shares issued consequent upon the reduction of capital has been completed by Central Depository Services (India) Limited. The said process by the National Securities Depository Limited is expected to be completed soon. The Listing approval for the shares issued on reduction of capital as also the new capital issued to the new promoters would follow after the two depositories inform the BSE of this process.

The Company has paid the requisite Annual Listing Fees, to the above Exchange. The Company is in the process of fulfilling all the obligations of Corporate Governance requirements for lifting the suspension on trading in the Shares of the Company on BSE.

COMPULSORY DEMATERIALISATION OF COMPANTS SHARES

The Company's Equity Shares were compulsorily dematerialized and as such the Company's Shares continue to be traded in the electronic form as per the relevant SEBI guidelines. The process of dematerialization of the Shares . issued consequent upon the reduction of Share Capital, in 2008, has been completed in Central Depository Services (India) Limited; the said process is underway with the National Securities Depository Limited and is expected to be completed shortly.

DIRECTORS

Mr. Nazirsaheb Sayyed retires by rotation at the ensuing Annual General Meeting; offer himself for re-appointment,

and a resolution to this effect has been proposed in the Notice of Annual General Meeting.

During the year under report, Mr. Ajay Sharma and Mr. Sunil Sawant were appointed by the Board as Additional directors on 10.05.2011. Their appointment is valid upto the date of this Annual General Meeting. They have furnished their consents forthe appointment of Directors.

Mr. Ram Gopal S Naria & Mr.Shankarial Sharma, have ceased to be director w.e.f. 13.05.11 & 26.05.11 respectively, The board placed on record their appreciation of the valuable contribution made by them during the tenure as Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA), which was introduced by the Companies (Amendment) Act, 2000 our Directors' confirm:

a) that in the preparation of the Annual Accounts. the applicable Accounting Standards have been followed.

b) that the Directors 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 as on 31st March, 2011, and of the profit of the Company for the said period ended 31st March, 2011.

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the annual accounts on the going concern basis.

CORPORATE GOVERNANCE

The Company has complied with all the requirements of Corporate Governance, as applicable to the Company,

during the period under report, as per the amended Listing Agreement with the Bombay Stock Exchange. The Report on Corporate Governance together with the Auditor's Report thereon, is annexed hereto in accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

AUDITORS

M/s. Sayeed Khan & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, retire at ensuing Annual General Meeting and are eligible for re-appointment.

EMPLOYEES

The relations between the management and its employees have been cordial. Your Directors place on record their appreciation of the efficient and loyal services rendered by the employees of the Company at all levels.

The Company did not have any employees whose remuneration attracts the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings, is enclosed as an Annexure to this report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the support received from the Company's Bankers,Shareholders and other stake holders and look forward to their support and goodwill.

By Order of the Board for KESAR PETROPRODUCTS LIMITED

Mumbai NAZIRSAHEB SAYYED

Date: 06th February, 2012 CHAIRMAN

Mar 31, 2010

The Directors have pleasure in presenting their 20th Annual Report and the audited accounts for the financial year ended on 31st March, 2010.

FINANCIAL RESULTS 2009-2010 2008-2009

(Rs.) (Rs.)

Total Turnover 14,12,96,217 18,82,28,806

Manufacturing and Other Expenses 13,83,07,467 19,00,37,094

Profit / (Loss) before interest and depreciation 29,88,750 (18,08,288)

Interest 9,43,619 -

Profit / (Loss) after interest 20,45,131 (18,08,288)

Depreciation and Misc. Expenses written off 37,78,600 18,26,808

Profit/(Loss) after interest And Depreciation (17,33,469) (36,35,736)

Provision for Tax

Profit / (Loss) after Tax (17,33,469) (36,35,736)

Balance Profit / (Loss) brought forward from

Previous Year 1,15,13,267 (48,82,49,382)

Balance Loss in the Account (49,18,85,118)

Add; Reserve on Reconstruction as per - 50,33,98,385

BIFR order

Balance Profit Carried to the Balance Sheet 97,79,798 1,45,13,267

DIVIDEND

Your Company is a sick industrial undertaking under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 and the Companys factory has been closed in view of the losses. Your Directors therefore do not recommend payment of Dividend during the year.

OPERATIONS OF THE COMPANY

The Company started its activity in the Cuprous Chloride field. Total 545 tons of cuprous was sold to EOU making it eligible for exports. Companys turnover of Rs, 1412-96 Lakhs included dealings of Cuprous Chloride and other chemicals during the year under report.

STATUS OF ISSUES FROM THE ORDER DATED 17Ã AUGUST, 2007 OF THE BOARD FOR FINANCIAL AND INDUSTRIAL RECONSTRUCTION (BIFR)

There are several contentious issues arising from and out of the several Orders passed by the BIFR after its principal Order in 2007 and these have been the subject matter of legal cases pending before the Appellate Authority for Industrial And Financial Reconstruction, the Honble High Courts at Delhi and Bombay and the Honble Supreme Court of India. These matters being sub judice, the Company has not acknowledged the financial implications thereof as debts and therefore no provisions have been made.

The Company has also initiated separate legal proceedings with respect to re-possession of the Statutory Records including the Books of Accounts and the Companys premises at 7, Nagjn Mahal, Churchgate, Mumbai, before the BIFR, from the erstwhile promoters of the company, who have failed to handover possession thereof to the new promoters and management of the company.

LISTING OF THE NEW EQUITY SHARES ON THE BOMBAY STOCK EXCHANGE LIMITED (BSE)

The Company has made applications to the BSE, for listing of the Equity Shares allotted on 16th April, 2008, and the said applications are pending. The Companys Equity Shares continue to be listed on the BSE, but have been suspended from trading, since June, 2006, on account of, inter alia, non-compliance of the corporate governance requirements.

The dematerialization process for the shares issued consequent upon the reduction of capital has been completed by Central Depository Services (India) Limited. The said process by the National Securities Depository Limited is expected to be completed soon. The Listing approval for the shares issued on reduction of capital as also the new capital issued to the new promoters would follow after the two depositories inform the BSE of this process.

The Company has paid the requisite Annual Listing Fees for the past 2 years, to the above Exchange. The Company is in the process of fulfilling all the obligations of Corporate Governance requirements for lifting the suspension on trading in the Shares of the Company on BSE.

COMPULSORY DEMATERIALISATION OF COMPANYS SHARES

The Companys Equity Shares were compulsorily dematerialized and as such the Companys Shares continue to be traded in the electronic form as per the relevant SEBI guidelines. The process of dematerialization of the Shares issued consequent upon the reduction of Share Capital, in 2008, has been completed in Central Depository Services (India) Limited; the said process is underway with the National Securities Depository Limited and is expected to be completed shortly.

DIRECTORS

Mr. Raj Kumar Sharma retires by rotation at the ensuing Annual General Meeting; he has expressed his inability to continue as a Director of the Company. The Company has received a notice pursuant to Section 257 of the Companies Act, 1956, from a shareholder, along with the requisite deposit of Rs. 500/-, of his intention to move a resolution for appointment of Mr. N.M.S. Sayyad as Director of the Company; Mr. Sayyad has furnished his consent for the appointment.

DIRECTORSRESPONSIBILITY STATEMENT

As required under Section 217 (2AA), which was introduced by the Companies (Amendment) Act, 2000 our

Directorsconfirm:

a) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

b) that the Directors 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 as on 31" March, 2010, and of the profit of the Company for the said period ended 31" March.2010. .

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

d) that The Directors have prepared the annual accounts on the going concern basis.

CORPORATE GOVERNANCE

The Company has complied with all the requirements of Corporate Governance, as applicable to the Company, during the period under report, as per the amended Listing Agreement with the Bombay Stock Exchange. The Report on Corporate Governance together with the Auditors Report thereon, is annexed hereto in accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

AUDITORS

M/s. Sayeed Khan & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, retire at ensuing Annual General Meeting and are eligible for re-appointment.

EMPLOYEES

Relations between the management and its employees have been cordial. Your Directors place on record their appreciation of the efficient and loyal services rendered by the employees of the Company at all levels.

The Company did not have any employees whose remuneration attracts the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings, is enclosed as an Annexure to this report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the support received from the Companys Bankers, Shareholders and other stake holders and look forward to their support and goodwill.

By Order of the Board for KESARPETROPRODUCTS LIMITED

Mumbai S.L SHARMA

Date: 30th November, 2010 CHAIRMAN

Mar 31, 2009

The Directors have pleasure in presenting their 19th Annual Report and the audited accounts for the financial year ended on 31st March, 2009.

FINANCIAL RESULTS 2008-2009 2007-2008 (Rs) (Rs.)

Total Turnover 18,82,28,806 2,00,700

Manufacturing and Other Expenses 19,00,37,734 14,29,478

Profit / (Loss) before interest and depreciation (18,08,928) (12,28,778)

Interest

Profit /(Loss) after interest (18,08.928) (12,28,778)

Depreciation and Misc. Expenses written off 18,26,808 120

Profit/(Loss) after interest And Depreciation (36,35,736) (12,28,898) Provision for Tax

Profit / (Loss) after Tax (36,35,736) (12,28,898)

Balance (Loss) brought forward from Previous Year (48,82,49,382) (48,70,20,484)

(Loss) Carried to the Balance Sheet (49,18,85,118) (48,82,49,382)

DIVIDEND

Your Company is a sick industrial undertaking under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 and the Companys factory has been closed in view of the losses. Your Directors therefore do not recommend payment of Dividend during the year.

AUDITED ACCOUNTS

The erstwhile management finalized and signed the Accounts for the year ended 31st March, 2007 on 11th September, 2007 and the Statutory Auditors viz. M/s. Contractor, Nayak & Kishnadwala, Mumbai, signed their Report on 11th September, 2007. The new management was furnished with a zerox copy of the said documents in October, 2007, by the Operating Agency. The new management noticed that the said BIFR Order dated 17th August 2007 was not given effect to and the audited Accounts furnished to the new management by the Operating Agency did not therefore give a true and fair view as per the provisions of the Companies Act, 1956 and SICA. The new Chairmans discussion with the Statutory Auditors and lengthy correspondence did not yield any new direction on the statutory compliances by the said Auditors; the said Auditors, in a rare indication of questionable intent and with scant regard of the statutory and legal provisions including the Accounting Standards issued by the Institute of Chartered Accountants of India, resigned as the Statutory Auditors on 2M June, 2008. Your Directors are therefore of the Opinion that the said audited Accounts for the year ended 31st March, 2007, in their present form, cannot be considered to give a true and fair view of the affairs of the Company as at 31" March, 2007. The audited Accounts of this year also would be subject to the correctness of the Accounts of 2006-2007 and 2007 - 2008. The new management has also been handicapped by the erstwhile promoters and Directors not handing over the Books and the Statutory Records of the Company. The Company has initiated the due legal process in this regard.

OPERATIONS OF THE COMPANY

The Production is on and there are 36 employees in the Company. The management is trying its best despite all grievous impediments to run the Company.

ISSUE AND ALLOTMENT OF NEW EQUITY SHARES

In terms of the Order dated 17th August, 2007 of the Board of Industrial and Financial Reconstruction (BIFR) the Board issued and allotted 5,00,000 new Equity Shares of Rs. 10/- each, at par for cash to a Director of the Company on 10* September, 2009.

LISTING OF THE NEW EQUITY SHARES ON THE BOMBAY STOCK EXCHANGE LIMITED (BSE) The Company has made application to the BSE, for listing of the Equity Shares allotted on 16th April, 2008, and the said application is pending. The Companys Equity Shares continue to be listed on the BSE, but have been suspended from trading,since June, 2006, on account of, inter alia, non-compliance of the corporate governance requirements. The Company has paid the requisite Annual Listing Fees for the past 2 years, to the above Exchange. The Company is in the process of fulfilling all the obligations of Corporate Governance requirements for lifting the suspension on trading in the Shares of the Company on BSE.

COMPULSORY DEMATERIALISATION OF COMPANYS SHARES

The Companys Equity Shares were compulsorily dematerialized and as such the Companys Shares continue to be traded in the electronic form as perthe relevant SEBI guidelines.

DIRECTORS

Mr. R.G. Nana retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA), which was introduced by the Companies (Amendment) Act, 2000 our Directorsconfirm:

a) That in the preparation of the Annual Accounts,the applicable Accounting Standards have been followed.

b) that the Directors 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 as on 31" March, 2009, and of the profit of the Company for the said period ended 31" March, 2009.

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that The Directors have prepared the annual accounts on the going concern basis.

CORPORATE GOVERNANCE

The Company has not complied with all the requirements of Corporate Governance, as applicable to the Company, during the period under report, as per the amended Listing Agreement with the Bombay Stock Exchange. The Report on Corporate Governance together with the Auditors Report thereon, is annexed hereto in accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

AUDITORS

M/s. Sayeed Khan & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, retire at ensuing Annual General Meeting and are eligible for re-appointment.

EMPLOYEES

Relations between the management and its employees have been cordial. Your Directors place on record their appreciation of the efficient and loyal services rendered by the employees of the Company at all levels.

The Company did not have any employees whose remuneration attracts the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Companys operations and factory had remained closed since the Company became a sick company under the Sick Industrial Companies (Special Provisions) Act, 1985; hence information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings, has not been furnished.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the support received from the Companys Bankers and

Shareholders and look forward to their support and goodwill.

By Order of the Board for KESAR PETROPRODUCTS LIMITED

Mumbai S.L SHARMA

Date : 25th March 2010 CHAIRMAN

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