Directors Report of Gujarat Petrosynthese Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the 48th Annual Report of the Company together with the Audited
Statement of Accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company''s performance during the year ended March 31, 2025 as compared to the previous
financial year, is summarized below:

(INR ‘000’)

Particulars	For the year ended	For the year ended
	March 31, 2025	March 31, 2024
Revenue from Operations	1,69,217	1,38,452
Other Income	32,155	29,443
Total Income	2,01,372	1,67,895
Total Expenses	(1,79,272)	(1,54,972)
Profit/(Loss)before exceptional items & Tax	22,100	12,923
Profit on exceptional items	-	-
Profit/ (Loss) before tax	22,100	12,923
Less:
1. Current Tax	1,880	-
2. Tax adjustment of earlier years (net)	-1	700
3. Deferred Tax	5,617	-4,371
Profit/(Loss) for the year	14,603	16,595
Other comprehensive income (OCI):
Items that will not be reclassified to profit or loss:
1. Re-measurement gains/(losses) on defined benefit plans
2. Income tax effect on above	-	-
Total Other Comprehensive Income (OCI) for the
year, net of tax expense	-	-
Total Comprehensive Income/ (Expense) for the year	-	-
Earnings per equity shares (Face Value of Rs.10/- each
Basic and Diluted earnings per share	2.45	2.78

APPROPRIATION

Interim Dividend	NIL	NIL
Final Dividend	NIL	NIL
Tax on distribution of dividend	NIL	NIL
Transfer of General Reserve	NIL	NIL
Balance carried to Balance sheet	14,603	16,595

b. OPERATIONS:

The Company continues to be engaged in the activities pertaining to the Manufacture of polymer alloys and
blends.

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

c. PERFORMANCE & FUTURE OUTLOOK:

The current year witnessed an increase in sales from 811 MT in 2023-24 to 920 MT in 2024-25 with the
revenue from sales increasing to 16.92 crore rupees from 13.84 crore rupees. The company is engaged in the
upgradation and modernization of plant, machinery and equipment that is enabling the company to produce a
varied range of products to suit the customer needs as well as helping in import substitution.

d. SUBSIDIARY COMPANY, ASSOCIATES AND JOINT VENTURES:

The Company does not have any subsidiary, joint venture during the year or at any time after the closure of the
year and till the date of the report.

As on closure of financial year, the Company has one Associate Company i.e., Multichem Private Limited, that
holds 23.36% of share capital of the Company.

e. DIVIDEND:

With a view to conserve resources, your directors have thought it prudent not to recommend any dividend for
the financial year under review.

f. UNPAID DIVIDEND & IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to
be transferred by the Company to the IEPF; established by the Government of India, after completion of seven
years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF
Authority.

However, the transfer of unpaid dividend to Investor Education and Protection Fund (IEPF) is not applicable to
the Company for FY 2024-25 and no amount is lying in Unpaid Dividend A/c of the Company.

g. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves during the year.

h. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73
of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during
the year under review. Hence, the requirement for furnishing of details relating to deposits covered under
Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not
applicable.

i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

In accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), your Company has a Policy on Related-Party
Transactions which can be accessed through web link - https://gpl.in/admin/uploads/
Related%20Party%20Transaction%20Policy.pdf

All related-party transactions are placed before the Audit Committee for review and approval. Prior omnibus
approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and
repetitive nature. A statement giving details of all related-party transactions was placed before the Audit
Committee for their noting/approval every quarter.

There were no materially significant transactions with related parties (i.e., transactions exceeding 10% of the
annual consolidated turnover) that may have potential conflict with the interests of your Company at large
entered into during the year as per the last audited financial statements.

Further, all related party transactions are mentioned in the notes to the accounts. The Directors draw attention
of the members to the Notes to the financial statements which sets out the disclosure for related party
transactions.

None of the Directors and the KMPs have any pecuniary relationships or transactions vis-a-vis the Company.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption,
foreign exchange earnings and outgo etc. are furnished in “Annexure II” which forms part of this Report.

k. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

There were no additional Loans and Guarantees made by the Company under Section 186 of the Companies
Act, 2013 during the period under review.

The details of the existing investments made by the Company under Section 186 of the Companies Act, 2013
are given in the Notes to the standalone financial statements for the financial year ended March 31,2025.

l. DETAILS OF MATERIAL CHANGES FROM END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There is no material change affecting the financial position of your Company which occurred between the end
of the Financial Year to which the Financial Statements relate and the date of this Report.

m. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. During the year under review, no material or serious observation has been received
from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and
Remuneration Committee of your Company. The detailed Nomination and Remuneration Policy is contained in the
Corporate Governance Report of the Annual Report.

Your Company''s Board has 5 (Five) Directors comprising of 2 (Two) Managing Directors, 2 (Two) Independent
Directors and 1 (One) Non-Independent Director. The complete list of Directors of the Company has been
provided in the Corporate Governance Report forming part of this Annual Report.

a. Board of Directors:

i. Appointment

No appointment of any director was made in the Company during the year under review.

ii. Re-appointment

No Re-appointment of any director was made in the Company during the year under review.

iii. Resignation / cessation

No Resignation / cessation of any director was made in the Company during the year under review.

iv. Retirement by rotation and subsequent re-appointment

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the
Company, none of the Independent Directors is liable to retire by rotation.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Charita Thakkar (DIN:
00321561), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and
being eligible, offers herself for re-appointment. The said Director is not disqualified from being
reappointed as a Director of a Company

v. Key Managerial Personnel:

i. Appointment

No appointment of any KMP was made in the Company during the year under review.

ii. Resignation

No Resignation of any KMP was made in the Company during the year under review.

vi. Declarations by Independent Directors:

All the Independent Directors have confirmed that they meet the criteria of independence as laid
down under the Act and Listing Regulations. They have declared that they do not suffer from any
disqualifications specified under the Act. In terms of Regulation 25 (8) of Listing Regulations they
have confirmed that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence. The Board of Directors of the
Company has taken on record the declaration and confirmation submitted by the Independent
Directors after undertaking due assessment of the veracity of the same. There has been no change
in the circumstances affecting their status as Independent Directors of the Company. Also, all the
Independent Directors are registered on the on-line database of Independent Directors by the Indian
Institute of Corporate Affairs, Manesar (“IICA”).

vii. Remuneration / Commission Drawn from Holding / Subsidiary Company:

The Company does not have any holding company or subsidiary company and thus the remuneration/
commission drawn by Directors/KMPs from holding/subsidiary company is not applicable.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. Board Meetings:

The Board of Directors met five (5) times during the financial year ended 31st March 2025 on 28th May,
2024, 17th July, 2024, 08th August, 2024, 07th November, 2024 and12th February, 2025, in accordance
with the provisions of the Companies Act, 2013 and rules made thereunder.

Name of the Directors	Number of Board meetings that Directors were eligible to attend during financial year 2024-25	Board meetings attended
Ms. Urmi Prasad	5	5
Ms. Charita Thakkar	5	5
Mr. Rajesh Parikh	5	5
Mr. Phiroz Burjorji Munshi	5	5
Mr. Nuthakki Rajender Prasad	5	5

Your Directors state that applicable Secretarial Standards (‘SS''), i.e., SS-1 and SS-2, relating to ‘Meetings
of the Board of Directors'' and ‘General Meetings'', respectively, issued by the Institute of Company
Secretaries of India and notified by the Ministry of Corporate Affairs of India have been duly followed by
the Company.

b. Audit Committee:

The details including the composition of the Audit Committee including attendance at the Meetings and
Terms of Reference are included in the Corporate Governance Report, which forms part of the Annual
Report.

c. Nomination and Remuneration Committee:

The details including the composition of the Nomination & Remuneration Committee including attendance at
the Meetings and Terms of Reference are included in the Corporate Governance Report, which forms part
of the Annual Report.

d. Stakeholders Relationship Committee:

The details including the composition of the Stakeholder Relationship Committee including attendance at
the Meetings and Terms of Reference are included in the Corporate Governance Report, which forms
part of the Annual Report.

e. Vigil Mechanism Policy for the Directors and Employees:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(10) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014
and Regulation 22 of the Listing Regulations, framed a “Vigil Mechanism Policy” for Directors and employees
of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors
from any victimization on raising of concerns of any violations of legal or regulatory requirements,
incorrect or misrepresentation of any, financial statements and reports, etc.

The policy is also uploaded on the website of the Company. The path of the same is as follows:
https://www.gpl.in/admin/uploads/Vigil%20Mechanism%20Policy.pdf

The employees of the Company have the right/option to report their concern/grievance to the Chairman of
the Board of Directors.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations.

f. Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid
events, situations or circumstances which may lead to negative consequences on the Company''s
businesses and define a structured approach to manage uncertainty and to make use of these in their
decision-making pertaining to all business divisions and corporate functions. Key business risks and their
mitigation are considered in the annual/strategic business plans and in periodic management reviews.

g. Corporate Social Responsibility Policy:

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy)
Rules, 2014, are not applicable on the Company.

h. Annual Evaluation of Directors, Committee and Board:

Pursuant to the Section 134(3)(p) of the Companies Act, 2013 as amended from time to time and Regulations
17 and 25 of the Listing Regulations, the Board has carried out an annual performance evaluation of its
own performance, and of the Directors individually, as well as the evaluation of all the committees i.e.,
Audit, Nomination and Remuneration and Stakeholders Relationship Committee.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of
its committees and individual Directors, including the Chairman of the Board. The exercise was carried out
by feedback survey from each Director covering the Board functioning such as composition of Board and
its Committees, experience and competencies, governance issues etc. Separate exercise was carried
out to evaluate the performance of individual Directors including the Chairman of the Board who were
evaluated on parameters such as attendance, contribution at the meeting etc.

The various criteria considered for evaluation of Executive Directors included qualification, experience,
knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making,
governance etc. The Board commended the valuable contributions and the guidance provided by each
Director in achieving the desired levels of growth. This is in addition to evaluation of Non-Independent
Directors and the Board as a whole by the Independent Directors in their separate meeting being held
every year.

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. Observations Of Statutory Auditors on Accounts for The Year Ended March 31, 2025:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the

financial year ended March 31, 2025 read with the explanatory notes therein are self-explanatory and
therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the
Companies Act, 2013.

b. Secretarial Audit Report for The Year Ended March 31, 2025:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandate the Company
to obtain Secretarial Audit Report from Practicing Company Secretary.

J.J. Gandhi & Co., Practicing Company Secretaries had been appointed to issue the Secretarial Audit
Report for the financial year 2024-25.

Secretarial Audit Report issued by J.J. Gandhi & Co., Practicing Company Secretaries in Form MR-3 for
the financial year 2024-25 is annexed hereto and marked as “Annexure I”. The report does not contain
any observation or qualification requiring explanation or comments from the Board under Section 134(3)
of the Companies Act, 2013

Further, in view of the recent amendment to the Listing Regulations, it is proposed to appoint J.J. Gandhi
& Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for a term of five
years commencing on April 1, 2025 until the conclusion of the 53rd Annual General Meeting of the
Company which will be held for the financial year 2029-30. The proposal for the said appointment is being
placed for the approval of the Members at the ensuing AGM.

c. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014, M/s. Dayal & Lohia, Chartered Accountants, were appointed as Statutory Auditors
of the Company at the 45th AGM held on September 29, 2022 for a term of five financial years and they
continue to be the Statutory Auditors of the Company till the conclusion of the ensuing 50th AGM.

The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and
the Rules framed thereunder for re-appointment as Auditors of the Company. As required under Regulation
33(1)(d) of the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India. The amended
provision of Section 139(1) of the Companies Act, 2013, has dispensed with the ratification of appointment
of Statutory Auditors each year by the Members.

d. Internal Auditors:

The Company has adopted an internal control system, commensurate with its size. The Company had
appointed M/s. Krishna & Vishwas LLP as the Internal Auditors of the Company for FY 2024-25 to
complete the internal audit.

Further, the Board of Directors in their meeting held on May 23, 2025 has proposed to reappoint M/s
Krishna & Vishwas LLP, as the Internal Auditor of the Company for the financial year 2025-26. The
Company ensures compliance and controls so that the assets and business interests of your Company
are adequately safe guarded.

e. Maintenance of Cost Records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain
Cost Records under said Rules.

f. Reporting of Frauds by Statutory Auditors Under Section 143(12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section
143(12) of the Act read with Companies (Accounts) Rules, 2014.

5. CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along
with a certificate from the Auditors on its compliance front forms part of this Annual Report.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V(B) of Listing Regulations, the Management Discussion and
Analysis report is annexed hereto and marked as “Annexure - III”.

7. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The information required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of
the Company is provided in “Annexure- IV”.

8. SECRETARIAL:

a. Share Capital:

Authorised Share Capital

The Authorised Share Capital of the Company is Rs. 18,00,00,000/- divided into 1,40,00,000 Equity Shares
of Rs. 10/- each and 40,00,000 5% Non- Cumulative Redeemable Shares of Rs. 10/- Each.

Issued, Subscribed and Paid-up Share capital

The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 5,96,91,660/- as at March
31, 2025 comprising of 59,69,166 Equity Shares of Rs. 10 each fully paid-up. There was no change in
Share Capital during the year under review.

b. Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Meetings of the Board of Directors and General Meetings.

c. ANNUAL RETURN:

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the
Companies (Management and Administration) Amendment Rules, 2020, the Annual Return of your Company
in form MGT-7 for the Financial Year 2024-25 , is hosted on the website of your Company and the web-
link of the same is as mentioned below, i.e., https://www.gpl.in/mgt-7.php

9. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are
furnished as under:

a. Disclosure of Orders Passed by Regulators or Courts or Tribunal:

There were no significant or material orders passed by any regulatory Authority, Court or Tribunal which
shall impact the going concern status and Company''s operations in future during the financial year.

b. Director’s Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statements in terms of Section 134 (3)(c) of the Companies Act,
2013:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 March 31,2025 and of the profit of the Company for that year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. the internal financial controls are followed by the Company and such internal financial controls are
adequate and were operating effectively;

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

c. Disclosure Regarding Internal Complaints Committee:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
There has been no complaint received from any of the employees of the Company during the year under
review.

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed of during the year	NIL
Number of cases pending for more than ninety days	NIL

d. Disclosure Under Rule 8 of Companies (Accounts) Rules, 2014:

The company is in compliance with respect to the provisions relating to the Maternity Benefits Act, 1961.

e. Disclosure Under Section 43(a)(ii) Of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per
provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

f. Disclosure Under Section 54(1)(b) Of the Companies Act,2013:

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

g. Disclosure Under Section 67(3) Of the Companies Act,2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of
shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with
Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

i. Certifications/Recertifications:

Your Company is certified for Standard ISO 9001:2015 & ISO 14001:2015.

j. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to
disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not
applicable;

k. The requirement to disclose the details of difference between amount of the valuation done at the time of
onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along
with the reasons thereof, is not applicable.

l. Acknowledgements and Appreciation:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business
partners/associates, financial institutions and Central and State Governments for their consistent support
and encouragement to the Company.

For and on behalf of the Board
Gujarat Petrosynthese Limited

Ms. Urmi N. Prasad Ms. Charita Thakkar

Date : 12th August 2025 Jt. Managing Director Jt. Managing Director

DIN:00319482 DIN:00321561

Place: San Francisco Place : San Francisco

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting 38th Annual Report of the Company together with the Audited Financial Statement of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

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

Particulars 2014-15 2013-14

Sales Turnover 877.93 899.26

Other Income 111.74 107.74

Total 989.67 1007.00

Less: Exp. other than Finance Cost and 1037.77 1091.74 Depreciation

Operating Profit (48.10) (84.74)

Less: Finance Cost 0.00 0.00

Depreciation 50.14 38.61

Profit before exceptional & extraordinary (98.24) (123.35) items

Add: Extraordinary items 7.46 37.98

Add : Exceptional items 47.11 0.00

Profit before tax (43.67) (85.37)

Add/(Less): Provision for tax / Deferred tax (4.16) 39.57

Profit after tax (47.83) (45.80)

Add: Balance brought forward from earlier 1171.80 1217.60 period

Balance available for appropriations 1123.97 1171.80

Dividend

Your Directors are unable to recommend any dividend.

Performance & Future Outlook

The sales for the year have remained stagnant, as the economy has not recovered from the recession. Our customers are predominantly in the automobile sector and the growth has not met expectations. During the year we are aiming to widen our customer base and we hope to achieve operational profitability in the near future. We are also working on other cost saving measures which could further improve our bottom line.

Business

During the year under review, there is no change in the business activities of the Company.

Material changes and commitment occurred after the end of Financial Year and upto the date of Report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and upto the date of this report.

Consolidated Financial Statement

In accordance with the provisions of Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014, statement containing salient features of the financial statements of subsidiary companies is disclosed separately in Annexure I and forms part of the annual report. The consolidated financial statements are prepared in accordance with the Accounting Standard (AS) - 21 issued by the Institute of Chartered Accountants of India.

Deposits

The Company has neither accepted nor renewed any deposits during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013

Pursuant to provisions of section 186 of the Companies Act, 2013, during the year under review, details of loans and investments by the Company to other body corporate are as follows:

Sr. No. Particulars Amount

1. Gujarat Polybutene Private limited (Wholly Owned 5,75,00,000 Subsidiary company)

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Joint Venture Company or Associate Company. But the Company has following 100% Subsidiary Companies.

1. Gujarat Polybutenes Private Limited.

2. GPL Finance and Investments Limited

Share capital

During the year under review, there is no change in the Authorized share capital. The Company has allotted 3,25,000 Equity shares of Rs. 10/- each at a premium of Rs. 25/- per share on conversion of warrants to Yashashree Commercial Services Private Limited. Consequent upon the conversion of warrants, the paid-up share capital of the Company has been increased from Rs. 5,64,41,660 to Rs. 5,96,91,660.

Transfer to Investor Education & Protection Fund.

In terms of Section 125 of the Companies Act, 2013, there is no amount required to be transferred to the Investor Education and Protection Fund established by the Central Government.

Directors and Key Managerial Personnel

During the year under review, following changes occurred in the position of Directors/ KMPs of the Company:

* Mr. V.H. Pandya, Independent Director of the Company, due to his old age resigned on 13/02/2015. He had been associated with the Company since 16th March, 1982. The Board appreciates and takes note of the contribution made by him during his tenure as Director of the Company.

* Mrs. Mrinalini Mehta, Director of the Company, vacates her office as Director of the Company due to her absence from all the meeting of the Board of Directors held during last 12 months.

* Ms. Urmi N Prasad has been appointed as Executive Director and Chief Financial Officer of the Company and Ms. Shweta Kalgutkar as Company Secretary.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Charita Thakkar (DIN 00321561), shall retire by rotation at the ensuing annual general meeting and being eligible offer herself for reappointment.

The term of appointment of Mr. R.M. Thakkar as a Managing Director has expired. The Board of Directors at its meeting held on 30th May, 2015 reappointed him as a Managing Director for a further period of 3 years from 11/10/2014 to 10/10/2017.

Independent Directors

The Company at its annual general meeting held on 25 September, 2014, had appointed Mr. M D Garde, Mr. T N R Rao and Mr. V Raghu, as independent Directors of the Company. They hold office for a period upto 31 March, 2019 and shall not be liable to retire by rotation.

The Company has received declarations from all Independent Directors confirming that they meet with the criteria of independence as prescribed under the requirement of provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Independent Directors' Meeting

During the year under review, the Independent Directors met on March 6, 2015, inter alia, to discuss:

* Evaluation of performance of Independent Directors and the Board of Directors as a whole;

* Evaluation of performance of Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

* Evaluation of quality, consent and timelines of flow of information between the Management and the Board that is necessary for the Board for effective performance of its duties.

All the Independent Directors were present at the Meeting.

Directors' Appointment and Remuneration Policy

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and the Company has constituted Nomination and Remuneration Committee. The Company is yet to devise policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

The Company has a Chairman cum Managing Director and one Executive Director as Whole-time Director. Non Executive Directors receives 1% commission of the net profit of the Company in addition to sitting fees for attending meetings of Board of Directors or any committee of Board.

Board Meetings

During the year five Board Meetings were convened and held on 31.05.2014, 25.07.2014, 25.09.2014, 14.11.2014 and 13.02.2015.

Director's Responsibility Statement

Your Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures from the same;

(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 March 31, 2015 and of the profit and loss 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; and

(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.

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

Audit Committee

The Audit Committee met four times during the year under review. All the recommendations made by the Audit Committee were accepted/ approved by the Board. The compositions of Audit Committee are as under.

1. Mr. M.D.Garde Chairman

2. Mr. V.Raghu Member

3. Mr. R.M.Thakkar Member

Auditors & Auditors Report

Statutory Auditor

M/s S J H & Co., Chartered Accountants, the statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company and being eligible for re-appointment have expressed their willingness to continue. The Company has received a certificate from the Auditors that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Board recommends their re-appointment. Shareholders are requested to re-appoint the Auditors for the financial year 2015-16 and authorize the Board to fix their remuneration

As per Section 134(3) of the Companies Act, 2013 the notes/ comments of Auditors referred to in the Auditors' Report are self explanatory and do not call for further explanation. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Internal Auditor

Your Company has adopted an internal control system, commensurate with its size. The Company has appointed M/s AJBS & Associates, Chartered Accountants as the Internal Auditor of the Company w.e.f. Financial year 2014-15. Your Company ensures compliance and controls so that the assets and business interests of your Company are adequately safeguarded.

Secretarial Auditor

The Board has appointed M/s. J.J. Gandhi & Co., Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year ended March 31,2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Risk Management Policy

The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The operations and working of the Company can be affected on account of any of the following risk factors;

* Policy of Govt. as to excise duty etc.

* Policy of competitors

* Market conditions

Vigil Mechanism / Whistle Blower Policy

The Company has adopted Vigil Mechanism/Whistle Blower Policy to deal with fraud or mismanagement, where it has a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct / Business Ethics, if any. No personnel have been denied access to the Chairman of the Audit Committee, for making complaint on any Integrity issue.

Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 is not applicable to the Company, as the Company do not meet with the requirement of profit criteria.

Conservation of Energy, Technology Absorption and Foreign Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in

Annexure III and is attached to this Report.

Corporate Governance

Your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. The report on corporate governance forms an integral part of this report and is set out as separate section to this annual report. The certificate of M/s. SJH & Co., chartered accountants, the statutory auditors of the Company certifying compliance with the conditions of corporate governance as stipulated in clause 49 of the listing agreement is annexed with the report on corporate governance.

Related Parties Transactions

The particulars of transactions or contracts entered or arrangements made with related parties pursuant to provisions of section 188 of the Companies Act, 2013 is provided in Annexure IV and is attached to this Report.

Extract 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 provided in Annexure V and is attached to this Report.

Disclosure under the Sexual Harassment of Women at workplace (Prevention of, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Acknowledgments

The Board of Directors wish to place on record their appreciation for the continuous support of the Bankers, vendors and buyers and shareholders in the performance of the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board Gujarat Petrosynthese Limited

Place : Mumbai Mr. R. M. Thakkar Date :25th July, 2015 Chairman & Managing Director DIN No: 00248949

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Mar 31, 2014

Dear Members,

The Directors present the 37th ANNUAL REPORT of the Company together with the Audited Financial Statement of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs in Lacs)

Particulars 2013-14 2012-13

Sales Turnover 899.26 1060.65

Other Income 107.74 118.53

Total 1007.00 1179.18

Less: Exp. other than Finance Cost and Depreciation 1091.74 1209.62

Operating Profit (84.74) (30.44)

Less: Finance Cost 0.00 0.14

Depreciation 38.61 36.01

Profit before exceptional & extraordinary items (123.35) (66.59)

Add: Extraordinary items 37.98 0.00

Profit before tax (85.37) (66.59)

Less: Profession for tax / Deferred tax (39.57) 0.00

Profit after tax (45.80) (66.59)

Add: Balance brought forward from earlier period 1217.60 1284.19

Balance available for appropriations 1171.80 1217.60

Dividend

Your Directors are unable to recommend any dividend.

Performance & Future outlook

Our economy has been going through a difficult phase. The volatile market situation has affected the overall growth of the industry. The depreciation of the rupee resulted in the increase in the price of raw materials without a corresponding increase in the selling price of the finished products. The auto sector recorded one of its worst periods in 2013. As our industry depends heavily on the auto sector, this has resulted in a 15% drop in sales.

However, the management is hopeful of a recovery of the economy and has invested in a new twin screw extruder which has increased the capacity of the unit to 2800MT per annum. This was done without taking any loans but through internal accruals. Thus the unit has been operated as debt free which has enabled it to survive the economic upheavals.

The company continues in its endeavors to widen the customer base as well as add new products to its portfolio. We are very hopeful that increased business will come during the current financial year.

Human Resource Management

The Company considers Human Resources as an invaluable asset. Your Directors place on record their appreciation of the hard work, dedication and commitment of the employees of the Company at all levels. The efforts of the employees make it possible for the Company to face challenges and competition.

Particulars of Employees

As required by provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 as amended the names and other particulars who are drawing remuneration of Rs. 60.00 lacs per annum or more or Rs. 5.00 lacs p.m. or more are NIL.

Industrial Relations

Relations between the employees at all levels with the management continue to remain cordial.

Health, Safety & Environment

Occupational safety and environment continue to be an important area for your Company and receive proper attention throughout the year. Necessary steps are regularly undertaken to ensure the Safety of personnel and equipment.

Internal Control System

Your Company has adopted an internal control system, commensurate with its size. The external auditors and high powered audit committee supplement the Company''s internal control system. Your Company ensures its implementation and compliance so that the assets and business interests of your Company are adequately safeguarded.

Cautionary Statement

The statement in this report on Management discussion and analysis describing the company''s objectives, projections, estimates, expectation may be "forward looking statements" within the meaning of applicable securities Laws or Regulations. These statements are based on certain assumptions and expectations of future events. However, actual results could differ materially from those expressed or implied. The Company assumes no responsibility in respect of forward looking statements, which may undergo changes in the future on the basis of subsequent development, information or events.

Deposits

Your Company has not accepted any Deposits to which the provisions of section 58A of the Companies Act, 1956 are applicable. Conservation of energy, technology absorption, foreign exchange earnings and outgo.

The 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, Foreign Exchange Earnings and outgo are as per the attached Annexure.

Corporate Governance

A Compliance Report on Corporate Governance is annexed to this report. The Auditors'' Certificate on compliance with the conditions of corporate governance under clause 49 of the Listing Agreement is also annexed to this report.

Director''s Responsibility Statement

Pursuant to provisions under section 217(2AA) of the Companies Act, 1956 with respect to The Director''s Responsibility Statement, the Board of Directors hereby confirm that:

1. in the preparation of annual accounts, the applicable accounting standards have been followed and given proper explanation relating to material departures;

2. appropriate accounting policies have been selected and applied consistently and judgements and estimates 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 or loss of the company for the year under review;

3. proper and sufficient care has been taken 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. the annual accounts have been prepared on a going concern basis.

Directors

At the forthcoming Annual General Meeting Ms. M H Mehta retires by rotation as per the provisions of Section 152 of the Companies Act, 2013 and being eligible offer herself for reappointment.

Mr. V. Raghu was appointed as an Additional Director by the Board on 25/05/2013. Mr. V. Raghu will act as an Independent Director. The Directors welcome him on Board.

Mr. M D Garde, Mr. V H. Pandya, Mr. T N R Rao and Mr. V. Raghu existing Independent Directors of the Company are recommended for their re-appointment as independent Directors by the shareholders of the Company at the forthcoming Annual General Meeting pursuant to the requirement of the provisions of Section 149 of the Companies Act, 2013. The Board recommends their appointments.

The Board deeply regrets the passing away of Mr. Adhik Shirodkar on 20/04/2014. He had been associated with the Company since 16th April, 1983. As a member of the Board and the Committee, he lent his vast knowledge and experience to the Company. His presence will be missed.

Ms. Ursula Thakkar Executive Director of the Company resigned on 28/11/2013. She had been associated with the Company since 27th Sept., 1996. The Board appreciates and take note of the efforts made by her.

The term of appointment of Ms. Urmi N Prasad as an Executive Director ended on 31st March, 2014. The Board of Directors at its meeting held on 31st May, 2014 reappointed her as an Executive Director for a further period of 3 years with effect from 1st April, 2014.

Auditors

M/s S J H & Co., Chartered Accountants, retire as Auditors of the Company. M/s S J H & Co. confirmed that, if appointed, their appointment will be within the limit prescribed and eligible to be appointed as per the provisions of section 141 of the Companies Act, 2013. The Board recommends the appointment. Members are requested to appoint the Auditors for the current financial year and authorize the Board to fix their remuneration.

As per Section 134(3) of the Companies Act, 2013 the notes/ comments of Auditors referred to in the Auditors'' Report are self explanatory and do not call for further explanation.

Acknowledgments

The Board of Directors wish to place on record their appreciation for the continuous support of Bankers, vendors and buyers and shareholders in the performance of the Company.

For and on behalf of the Board of Directors

Place : Mumbai R. M. THAKKAR Date : 31st May, 2014 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2012

To the Members of Gujarat Petrosynthese Limited

The Directors have pleasure in presenting the 35th ANNUAL REPORT of the Company together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

Financial Results (Rs. in Lacs)

Particulars 2011-12 2010-11

Sales Turnover 1359.10 1275.45

Expenses other than Finance Cost and Dep. 1200.99 1168.31

Operating Profit 158.11 107.14

Less: Finance Cost - -

Depreciation 36.47 34.10

Profit before Tax 121.64 73.04

Less: Provision for Tax 43.14 22.00

Profit After Tax 78.50 51.04

Add: Prior Period Adjustment - 2.80

Add: Balance Brought forward from earlier period 729.30 675.46

Balance available for appropriations 807.80 729.30

Balance carried to Balance sheet 807.80 729.30

Dividend

As per prudent financial measures, considering the need to conserve financial resources and to make necessary investments for the growth of the business, your Directors do not recommend any dividend.

Performance & Future outlook

During the last year, the Company registered a growth of 13% in volume. However, due to the highly competitive environment the sales revenue could rise by 8% in terms of value. Considering the overall growth of the industry, the Company is planning to expand the capacity of the plant by about 1000 TPA during the current year. With our continued emphasis on developing and producing products to suit the customers' requirements and increasing our customers base, the Company expects to increase its market share in the Polymer industry.

Working of 100% subsidiary — GPPL

The polybutene unit continues to face the issue of managing feedstock/raw material costs at a time when the oil industry faces many challenges. Not only is there increased volatility in oil product prices and a concern on the depreciation of the Indian rupee, but the immediate economic outlook going forward suggests the possibility of a synchronized global recession. In such a situation, there is limited room for manoeuvre. However the Company is continuing to focus on decreasing costs and exploring alternative feedstocks. Furthermore, there is a consistent effort to look at other options to add value.

Human Resource Management

The Company considers Human Resources as an invaluable asset. Your Directors place on record their appreciation of the hard work, dedication and commitment of the employees of the Company at all levels. The effort of the employees makes it possible for the Company to face challenges and competition.

Particulars of Employees

As required by provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 as amended the names and other particulars who are drawing remuneration of Rs. 60.00 lacs per annum or more or Rs. 5.00 lacs p.m. or more are NIL.

Industrial Relations

Relations between the employees at all levels with the management continue to remain cordial.

Health, Safety & Environment

Occupational safety and environment continue to be an important area for your Company and receive proper attention throughout the year. Necessary steps are regularly undertaken to ensure the Safety of personnel and equipment.

Internal Control System

Your Company has adopted an internal control system, commensurate with its size.-The external auditors and high powered audit committee supplement the Company's internal control system.-Your Company ensures its implementation and compliance so that the assets and business interests of your Company are adequately safeguarded.

Cautionary Statement

Statement in this report on Management discussion and analysis describing the company's objectives, projections, estimates, expectation .may be "forward looking statements" within the meaning of applicable securities Laws or Regulations. These statements are based on certain assumptions and expectation of future events. However, actual results could differ materially from those express or implied. The Company assumes no responsibility in respect of forward looking statements, which may undergo changes in the future on the basis of subsequent development, information or events.

Deposits

Your Company has not accepted any Deposits to which the provisions of section 58Aof the Companies Act, 1956 are applicable.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information required under section 217(1)(e) of the Companies Act, 1956 read will th companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo are as per attached Annexure.

Corporate Governance

A Compliance Report on Corporate Governance is annexed to this report. The Auditors' Certificate on compliance with the conditions of corporate governance under clause 49 of the Listing Agreement is also annexed to this report.

Director's Responsibility Statement

Pursuant to provisions under section 217(2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, the Board of Directors hereby confirm that:

1. in the preparation of annual accounts, the applicable accounting standards have been followed and given proper explanation relating to material departures;

2. appropriate accounting policies have been selected and applied them consistently and made judgments and estimates which 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 or loss of the company for the year under review;

3. proper and sufficient care has been taken 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. the annual accounts have been prepared on a going concern basis.

Directors

At the forthcoming Annual General Meeting, Mr. V H Pandya and Mrs. M. H. Mehta retire by rotation as per the provisions of the Companies Act, 1956, and the Articles of Association of the Company, and being eligible, offer themselves for reappointment.

The Board deeply regrets the passing away of Dr. A C Shah on 16th Jan., 2012. He had been associated with the Company since 2n0 Dec, 2002. As a member of the Board and the Chairman of the Audit Committee he lent his vast knowledge and experience to the Company. His presence will be greatly missed.

The term of appointment of Ms. Ursula Thakkar as an Executive Director has ended on 31st March, 2012. The Board of Directors at its meeting held on 30th May, 2012 reappointed her as Executive Director for a further period of 3 years with effect from V April, 2012.

Auditors

M/s SARJBA & Co., Chartered Accountants, Bangalore, the statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company but are eligible for reappointment. The Board recommends the reappointment.

The shareholders are requested to reappoint the Auditors for the current financial year and authorize the Board to fix their remuneration.

As per Section 217(3) of the Companies Act, 1956, the notes/ comments of Auditors referred to in the Auditors' Report are self explanatory and give complete information.

Acknowledgments

The Board of Directors wish to place on record their appreciation for the continuous support of Bankers, vendors and buyers in the performance of the Company.

By order of the Board of Directors

For Gujarat Petrosynthese Limited.

Sd/- Place : Mumbai (R. M. Thakkar)

Date : 30th May, 2012 Chairman & Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the 33rd ANNUAL REPORT of the Company together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

Financial Results (Rs. in Lacs)

Particulars 2009-10 2008-09

Sales Turnover 924.24 720.03

Operating Profit 112.06 64.74

Less : Interest 0.13 0.48

Depreciation 32.69 32.67

Profit before Tax 79.24 31.59

Less: Provision for Tax 15.50 9.45

Provision for Deferred Tax 0.00 1.01

Fringe Benefit Tax 0.00 3.85

Profit After Tax 63.74 17.28

Prior period Adjustments/ Income Tax for earlier years 6.03 (5.86)

Add: Balance in Profit & Loss Account 605.68 592.64

Balance available for appropriation 675.45 604.06

Balance carried to Balance sheet 675.45 604.06

Dividend

Your Directors do not recommend any dividend.

Deposits

Your Company has not accepted any Deposits to which the provisions of section 58A of the Companies Act, 1956 are applicable.

Conservation of energy, technology absorption, foreign exchange earnings and outgo.

The 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, Foreign Exchange Earnings and outgo are as per attached Annexure. Corporate Governance A Compliance Report on Corporate Governance is annexed to this report. The Auditors Certificate on compliance with the conditions of corporate governance under clause 49 of the Listing Agreement is also annexed to this report.

Directors Responsibility Statement

Pursuant to provisions under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, the Board of Directors hereby confirm that:

1. in the preparation of annual accounts, the applicable accounting standards have been followed and given proper explanation relating to material departures;

2. appropriate accounting policies have been selected and applied consistently and made judgments and estimates which 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 or loss of the Company for the year under review;

3. proper and sufficient care has been taken 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. the annual accounts have been prepared on a going concern basis.

Directors

At the forthcoming Annual General Meeting, Mr. Adhik Shirodkar and Ms. Charita Thakkar retire by rotation as per the provisions of the Companies Act, 1956, and the Articles ofAssociation of the Company, and being eligible offer themselves for reappointment.

Auditors

M/s SARJBA & Co., Chartered Accountants, Bangalore, the statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the Company but are eligible for reappointment. The Board recommends the reappointment.

Members are requested to reappoint the Auditors for the current financial year and authorize the Board to fix their remuneration.

As per Section 217(3) of the Companies Act, 1956 the notes/ comments of Auditors referred to in the Auditors Report are self explanatory and give complete information.

Acknowledgments

The Board of Directors wish to place on record their appreciation for the continuous support of Bankers, vendors and buyers in the performance of the Company.

By order of the Board of Directors For Gujarat Petrosynthese Limited.

Sd/- Place : Mumbai (Dr. Ft. M. Thakkar) Date : 22nd July, 2009 Chairman & Managing Director