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Directors Report of Continental Petroleums Ltd.

Mar 31, 2015

Dear members,

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

FINANCIAL RESULTS (in Rs )

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

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

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

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

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

Interest 15,98,545 13,53,271

Depreciation 15,59,766 16,31,225

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

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

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

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

DIVIDEND

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

RESERVES

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

OPERATIONS

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

FUTURE PROSPECTS

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

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BYTHE COMPANY:

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

SIGNIFICANT AND MATERIAL ORDERS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st march ,2105 and of the profit or loss of the Company for that period;

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

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

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

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

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

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

RELATED PARTY TRANSACTIONS:

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

HUMAN RESOURCES

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

EXTRACTS OF ANNUAL RETURN:

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

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

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

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

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

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

* Financial statements of the Company.

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

* Shareholding patterns.

* Annual Reports.

DIRECTORS

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

APPOINTMENT, REMUNERATION AND EVALUATION OF DIRECTORS

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

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

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

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

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

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

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

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

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

NRC to the following;

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

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

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

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

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

(ii) Selection of independent Directors:

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

(iii) Term of appointment:

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

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

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

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

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

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

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

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

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

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

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

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

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

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

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

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

DIVERSITY OF BOARD OF DIRECTORS

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

MEETINGS OF BOARD OF DIRECTORS:

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

No. Of Name of the Director Category Meetings held

MADAN LAL Chairman and Managing 4 KHANDELWAL Director

RADHIKA KHANDELWAL Non-Executive Director 4

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

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

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

MADAN LAL 4 Yes KHANDELWAL

RADHIKA KHANDELWAL 4 Yes

RAM NATH KAROL 4 Yes



GOVERDHAN Das SETHI 4 Yes

COMMITTEES AT BOARD LEVEL

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

AUDIT COMMITTEE

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

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

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

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

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

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

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

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

* Compliance of listing agreement relating to financial statement.

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

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

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

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

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

Composition and Attendance

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

Name Category Designation



RAM NATH KAROL Non - Executive & Independent Chairman Director

GOVERDHAN DAS Non - Executive & Independent Member SETHI Director

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

Held Attended

RAM NATH KAROL 4 4

GOVERDHAN DAS 4 4 SETHI

RADHIKA 4 4 KHANDELWAL

NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

STAKE HOLDERS RELATIONSHIP COMMITTEE:

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

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

* Number of complaints received -Nil

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

* Number of pending share transfers-NIL

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

REMUNERATION OF NON- EXECUTIVE / EXECUTIVE DIRECTORS

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

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

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

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

RADHIKA Non-Executive 000 KHANDELWAL Director

RAM NATH KAROL Independent 000 Director

GOVERDHAN Independent 000 DAS SETHI Director

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

MADAN LAL 000 000 KHANDELWAL

RADHIKA 000 000 KHANDELWAL

RAM NATH KAROL 000 000

GOVERDHAN 000 000 DAS SETHI

DETAILS PERTAINING TO REMUNERATION

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

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

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

REMUNERATION OF NON-EXECUTIVE/EXECUTIVE DIRECTORS

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

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

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

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

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

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

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

4. Mrs. Radhika Khandelwal 0 -

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

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

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

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

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

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

4. Mrs. Radhika Khandelwal 0.0 0

5. Mr. Navneet Khandelwal 3.92 (CEO)

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

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

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

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

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

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

INDEPENDENT DIRECTORS MEETING

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

PREVENTION OF INSIDERTRADING

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

(i) Demat/Remat of shares

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

a) Number of shares Dematerialized: 30245

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

(i) Disclosures

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

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

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

INTERNALAUDITORS

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

VIGIL MECHANISM

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

RISK MANAGEMENT

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

INTERNAL CONTROL SYSTEM

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

AUDITORS

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

DECLARATION BY INDEPENDENT DIRECTORS:

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

REPRESENTATION ON OBSERVATION OF SECRETARIAL AUDITOR

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

1. 315000 shares are pending for listing under BSE.

2. No Company Secretary and Chief Financial Officer appointed.

3. Website not showing result of current period.

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

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

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

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

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

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

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

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

CONSERVATION

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

POWER & FUEL CONSUMPTION

Unit 2014-2015 2013-2014

i) Electricity own generation

by D.G. Set Units KWH 15963 11998

Unit per Ltr. of Diesel Oil KWH 0.270 0.276

Cost/Unit Rs. 11.80 12.20

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

Quantity Ltr. 128553 201674

Total Amount Rs. 7269690 11505503

Average Rate/Unit Rs. 56.55 57.05

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

TECHNOLOGY ABSORPTION

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

FORIGN EXCHANGE

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

ACKNOWLEDGMENT

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

For and on behalf of the Board of Directors,

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


Mar 31, 2014

Dear Members,

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

FINANCIAL RESULTS

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

2013-2014 2012-2013

Sales 2482.29 1988.36

Other Income 262.96 330.07

Gross Profit before Interest, Depreciation & Adjustments 115.36 132.51

Interest 13.53 18.64

Depreciation 16.31 14.87

Net Profit/ (Loss) before tax 85.52 99.00

Net Profit/(Loss) after tax 51.66 69.76

Balance of Profit/(Loss)Brought -

forward from last year 202.20 132.43

Balance carried forward to Balance Sheet 253.86 202.19

DIVIDEND

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

OPERATIONS

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

PROSPECTS

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

FIXED DEPOSITS

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

DIRECTORS

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

SHARE CAPITAL

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

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

Stock Exchnage

COMPLIANCE CERTIFICATE

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

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

DIRECTOR''S RESPONSIBILITY STATEMENT

Your Directors confirm:

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

2. That the Directors have selected such accounting policies and applied them consistently & made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the State of affairs of the Company at the end of the financial year 31st March, 2014.

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

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

CONSERVATION

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

TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE

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

AUDITORS

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

EMPLOYEES

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

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

ACKNOWLEDGMENT

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

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

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


Mar 31, 2013

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

FINANCIAL RESULTS

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

(Rs. in lacs)

2012-2013 2011-2012

Sales 1988.36 1487.49

Other Income 330.07 434.94

Gross Profit before Interest, Depreciation & Adjustments 132.51 132.94

Interest 18.64 8.48

Depreciation 14.87 12.12

Net Profit/ (Loss) before tax 99.00 112.34

Net Profit/(Loss) after tax 69.76 78.64

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

Balance carried forward to Balance Sheet 202.19 132.43

DIVIDEND

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

OPERATIONS

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

PROSPECTS

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

FIXED DEPOSITS

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

DIRECTORS

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

SHARE CAPITAL

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

COMPLIANCE CERTIFICATE

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

DIRECTOR''S RESPONSIBILITY STATEMENT

Your Directors confirm:

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

2. That the Directors have selected such accounting policies and applied them consistently & made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the State of affairs of the Company at the end of the financial year 31st March, 2013.

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

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

CONSERVATION

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

TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE

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

AUDITORS

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

EMPLOYEES

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

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

ACKNOWLEDGMENT

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

Registered office By Order of Board of Directors

A-2 Opposite Udyog Bhawan,

Tilak Marg, C-Scheme, Jaipur

M.L.Khandelwal

Dated 30th May, 2013 Chairman and Managing Director


Mar 31, 2010

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

FINANCIAL RESULTS

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

2009-2010 2008-2009

Sales 841.13 757.92

Other Income 256.03 233.32

Gross Profit before Interest, Depreciation & Adjustments 92.49 78.27

Interest 7.40 6.82

Depreciation 6.54 22.07

Net Profit/ (Loss) before tax 78.55 49.38

Net Profit/(Loss) after tax 50.84 35.06

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

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

DIVIDEND

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

OPERATIONS

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

PROSPECTS

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

DIRECTORS

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

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

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

2. That the Directors have selected such accounting policies and applied them consistently & made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the State of affairs of the Company at the end of the financial year 31st March 2010.

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

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

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

TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE expenditure in foreign exchange was

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

AUDITORS

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

EMPLOYEES

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

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

ACKNOWLEDGMENT

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

By order of Board of Directors

M.L.Khandelwal Chairman and Managing Director

Registered office

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

Dated 29th May 2010

 
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