Directors Report of Kesar Petroproducts Ltd.

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 Company’s 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:

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. 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.

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

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:

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:

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:

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 I’.

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:—

(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;

(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;

(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.

(C) Investments made:

(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:

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 ''III’ to this Board’s 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;	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:

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:

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 company’s operations in future.

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

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 II’ 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:

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

- Management Discussion and Analysis Report -''Annexure -IV’

- Corporate Governance Report - ''Annexure V’

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

- Auditors’ Certificate regarding compliance of conditions of Corporate Governance -''Annexure VIII’

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 VII’.

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

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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:—

(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

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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 17™ 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