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Your Directors are pleased to present the 11th Annual Report and Audited Accounts for the financial year ended March 31, 2019.
1. Financial Results:
|Particulars||For the Year ended 31.03.2019||For the Year ended 31.03.2018|
|Revenue from Operations (Net of Indirect Taxes)||1,70,579.63||1,33,225.95|
|Profit before finance cost, depreciation & tax||31,259.25||26,182.05|
|Less: Finance Costs||1,515.55||853.13|
|Profit before depreciation & tax||29,743.70||25,328.92|
|Profit Before Taxation||27,507.22||24,285.61|
|Profit After Taxation||17,778.23||15,855.70|
|Balance brought forward from previous year||26,977.45||17,490.33|
|Interim Dividend paid on Equity Shares||(2,240.88)||(1,988.00)|
|Dividend distribution Tax on Interim Dividend||(460.62)||(404.71)|
|Final Dividend paid on Equity Shares||(3,236.37)||(2,484.44)|
|Dividend distribution Tax on Final Dividend||(665.24)||(505.77)|
|Other Comprehensive Income (OCI)||0.21||14.34|
|Transfer to General Reserve||(1,000.00)||(1,000.00)|
|Balance Carried to Balance Sheet||37,152.78||26,977.45|
The Company has continued its growth trajectory by outperforming the industry and has delivered a Net Revenue growth of 28.04%, EBITDA growth of 20.08%, PBT growth of 13.26% and PAT growth of 12.12% for the year over the last financial year.
Net revenues for the year 2018-19 was र 1,70,579.63 lakhs (र 1,33,225.95 lakhs in the previous year), Profit before tax for the year 2018-19 was र 27,507.22 lakhsdividend of (र 24,285.61 lakhs in the previous year). Profit after tax for the year was र 17,778.23 lakhs (Previous year र 15,855.70 lakhs) resulting in an Earnings Per Share (Basic) of र 35.73 (Previous year र 31.92).
Performance highlights are discussed in detail in the Management Discussion and Analysis and forming an integral part of this Report.
The Board of Directors of the Company had approved the Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is separately provided as Annexure E forming an integral part of this Report and is also uploaded on the website of the Company at http://www.gulfoilindia.com.
The Board has recommended a final र 7/- per equity share (350% on the Face Value of र 2/- per share) for the year 2018-19.
The final र 3,485.81 lakhs, if approveddividend of by the Shareholders at the ensuing Annual General Meeting (AGM), will be paid to all the Shareholders of the Company whose names appear on the Register of Members as on the date of the Book Closure.
Earlier the Board at their meeting held on February 13, 2019, had declared an Interim Dividend of र 4.50 per share i.e. 225% of the Face Value of र 2/- per share. The said Interim Dividend was paid to all eligible shareholders on February 28, 2019.
With this, the total dividend for the full year 2018-19 shall stand at र 11.50 per share (575% on Face Value of र 2/- per share).
3. Transfer to Reserve:
During the year, Board has appropriated र 1,000 lakhs to General Reserves. (Previous year र 1,000 lakhs).
4. Share Capital:
During the year there has been an increase in the paid-up equity share capital due to equity shares being allotted to eligible employees under Gulf Oil Lubricants India Limited - Employee Stock Option Scheme- 2015. The paid-up equity share capital of the Company as on March 31, 2019 was र 995.95 lakhs (previous year र 994 lakhs). The authorized capital of the Company as on March 31, 2019 was र 10,46,27,228 divided into 5,23,13,614 equity shares of र 2/- each. There was no change in the authorized capital of the Company during the year.
5. Management Discussion and Analysis:
Management discussion and Analysis is provided separately, forming an integral part of this Report.
6. Vigil Mechanism / Whistle Blower Policy:
The Company has adopted Whistle Blower and Vigil Mechanism policy for Directors and Employees of the Company. The Company has established a secured system to enable Directors and Employees to report their genuine concerns, generally impacting / affecting business of our Company, including but not limited to improper or unethical behaviour / misconduct/ actual or suspected frauds / violation of Companys code of conduct. All protected disclosures concerning financial or accounting matters should be addressed, in writing, to the Chairperson of the Audit Committee of the Company for investigation.
In respect of all other protected disclosures, those concerning the Ombudsman and employees at the levels of senior Vice President and above should be addressed to the Chairperson of the Audit Committee of the Company and those concerning other employees should be addressed to the Ombudsman of the Company. The Ombudsman may refer the matter to the Chairperson of the Audit Committee depending upon the importance of the matter. Your Company hereby affirms that no Director or employee has been denied access to the Chairperson of the Audit Committee. During the year no complaints were received under vigil mechanism.
7. Public Deposits:
The Company has not accepted any deposits during the year from the Public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
8. Research & Development:
Automobile sector today poses new challenges and is migrating to advance technologies. Our new R&D
Centre is designing futuristic lubricants. It is staffed with well qualified and experience scientists and technologists for development of product formulations. The Company recovers cost spent on R&D from Gulf Oil International under the agreement.
With BS VI emission norms at door step, technologies established elsewhere were tried and tested in Indian conditions and duty cycles which are much more severe and challenging. Consumer benefit being our ultimate goal, our BS VI range of lubricants are designed to offer superior engine protection and extended oil drain intervals apart from after treatment compatibility. Their performance was tried not only in future BS VI vehicles but also in existing fleet to ensure durability and superior performance of these backward compatible range of lubricants. Electric mobility in India is already at the adoption phase and we look forward to seize this opportunity to diversify our portfolio and cater to this new consumer segment requiring specific transmission fluids, coolants & greases.
The Company continues to set trend by introducing advanced specification lubricant for commercial vehicles, passenger cars, motorcycles and scooters. It adopts the new global products by optimising the formulations suiting to local engines and operating conditions based on local raw materials to ensure improved fuel economy while protecting the durability of engines/equipment to reduce the carbon footprint.
Working closely with various B2B customers and OEMs, we have established various customised products for varied applications. This includes Engine oil, Transmission oil, Greases, Hydraulic oils, Metal working fluids etc.
9. Subsidiaries/Joint Venture/Associates:
The Company does not have any subsidiary/Joint Venture/ Associates as on March 31, 2019.
10. Human Resources / Industrial Relations, ESOP Scheme:
The Company drives its all Human Capital interventions based on the Group Guiding principles & brand values. Major trends such as Business analytics, Artificial Intelligence, Automation, Use of IT have large impact on the Human Capital now a days & we have incorporated it as part of our Human Capital Strategy.
The employee well-being & safety is critical along with the achievement of the business objectives. We have a large diversified workforce spread across the locations. The company has put "Safety First" programme to promote safety practises across plant & non plant locations.
The company has put in place the Human Capital strategy in line with its vision & overall business plan. The important pillars of the strategy includes, Leadership development, Culture building, Talent Development & Organisation alignment.
The strong brand equity has helped the company to attract & retain the high quality talent for the organisation. The emphasis on the employee development and efforts to enhance competency levels through various initiatives has helped the organisation to develop the talent across levels. The on line on demand platform "GOLD" Academy (Gulf Oil Learning & Development Academy) provides the customised courses for the specific needs of the organisation.
The company has further strengthened its on line performance management system - ASPIRE (Align, Strive, Perform, Inspire, Reward, Enable) to enable the employees to achieve the superior performance.
Employees Stock Option Scheme:
During the year under review, your Company has allotted 97,367 equity shares under "Gulf Oil Lubricants India Limited- Employees Stock Option Scheme-2015" to eligible employees of the Company. The total Stock Options outstanding as of March 31, 2019 are 5,32,833. The information as required under Regulation 14 of the SEBI(Share Based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company at weblink http://www.gulfoilindia.com/investors/ investor-information/investor-disclosures/.
11. Prevention of Sexual Harassment Policy:
Your Company has adopted Prevention of Sexual Harassment (POSH) Policy. A separate Internal
Complaints Committee has been constituted under the policy. No complaints were received under POSH during the year ended March 31, 2019. During the year, the Company reached out to employees through awareness sessions with respect to the Companys Policy on prohibition of sexual harassment at workplace.
12. Remuneration Policy:
The Board has adopted a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down the criteria for selection and appointment of Board members. The details of the policy are provided in the "Report on Corporate Governance" Annexure F to this Report.
13. Corporate Social Responsibility (CSR) Initiatives and Programs:
The Company has continued its programs under CSR initiatives in the area of vocational training, road safety awareness, education and promoting healthcare in and around its area of operations and local area at Silvassa, DNH and Ennore, Chennai. These projects are in accordance with schedule VII of the Companies Act, 2013 and Companys CSR policy. A report on CSR activities as required under Companies (Corporate
Social Responsibilities Policy) Rules, 2014 is set out in Annexure A, forming part of this Report.
The Company instilled and guided by the values of our Group Founder, Shri. Parmanand Deepchand Hindujas belief, "My dharma (duty) is to work, so that I can give". The Company actively engaged in various programs under CSR during the year. The brief summary of the same is given below:
Safe Drinking Water ATM: The Company has established Safe Drinking Water ATM at Ennore, Chennai with the technical support from Sarvajal Piramal and Hinduja Foundation. Safe Drinking water shall be sold at 20 paise per liter to the villagers. The water ATM is equiped with Water shed building, purification equipments and borewell. Water ATM will have a recharge bore to recharge ground water using back splash water and roof top harvesting . The Company aims to be Water Positive. During the year, Company has taken various within the fence water conservation initiatievs. The Company aims to install similar water ATM in other locations.
Mobile Medical Unit: Being a multi-year program, the Company continued its support for mobile medical unit during the current year in the remote villages near Silvassa, DNH. This CSR project provides much needed free medical support to the tribal population residing in the villages near Silvassa. The program is administered through Hinduja Foundation and Hinduja Hospital.
The state of the art medical facilities available to the villagers free of cost, in the mobile van which includes diagnostic facility, laboratory test, medicine dispensing.
Children Helmets-Road safety awareness: Being a multy-year project, the Company continued its efforts and projects for creating awareness and education on road safety specially for children riding as pillion rider on bikes or two-wheeler. During the year, the Company had distributed 15,000 helmets to children. A 360 degree campaign was conducted including awareness through School activation, Radio Integration, cinema activation and social media. The Children helmets were distributed in various cities including Mumbai, Coimbatore, Lucknow, Baroda, Dehradun and Ranchi. Similar campaign was conducted in association with K.P.B. Hinduja College and Chandaramji High School wherein more than 500 school children wearing the helmets, participated in "Gulf Helmet Walkathon". Gulf Children helmets were distributed amongst children participated in :"Gulf Helmet Walkathon".
Kushal Mechanic Program: The Companys initiative on vocational training known as "Kushal Mechanic Program" for two wheeler mechanics who are lacking in formal education and training has gained momentum.
During the year, the Company added one more training centre with the help of M/s TVS Training Institute for imparting training for the benefit of mechanics based in southern part of India. Our association with MITCON Centre for CSR and Skill Development continued during the year. During the financial year more than 140 mechanics were benefited with this program This being a multi-year program, which will be further implemented in other regions in future.
Other Programs: Few other programs were undertaken during the year in the area of Community development (through Gift of Life Adventure, Night run for Woman safety (through U Active) and support during Kerala floods by distributing household items to the families and support to the chess player Ms. Nanthitha, Bangalore.
14. Directors & Key Managerial Personnel:
During the year under review, in accordance with the provisions of the Companies Act, 2013 ("Act") and the Articles of Association of the Company, Mr. Sanjay G. Hinduja (DIN: 00291692) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers his candidature for re-appointment as a Director.
Mr. M. S. Ramachandran, Mr. Ashok Kini and Mrs. Kanchan Chitale were appointed as Independent Directors on the Board of the Company with effect from June 4, 2014 for a period of five years pursuant to the provisions of Section 149 of the Act, read with the Companies (Appointment and Qualification Directors) Rules, 2014 and the erstwhile Clause 49 of the Listing Agreement entered with the Stock Exchanges.
The Nomination and Remuneration Committee and the Board of Directors, on the basis of the report of performance evaluation of Independent Directors has recommended the re-appointment of Mr. M. S.
Ramachandran, Mr. Ashok Kini as an Independent
Directors of the Company for a second term of 5 years or upto the attainment of 75 years of age, whichever is earlier, with effect from June 4, 2019 and further recommended the re-appointment of Mrs. Kanchan Chitale as an Independent Director of the Company to hold office for a second term of 5 years with effect June 4, 2019 up to June 3, 2024, subject to the approval of the shareholders at the ensuing Annual General Meeting. The Independent Directors are not liable to retire by rotation.
The Company has received declaration from all its Directors as per section 164 of the Companies Act, 2013 that they are not disqualified from being appointed as Directors of the Company.
The Independent Directors of the Company have submitted a declaration under Section 149(7) of the Act and SEBI Listing Regulations that each of them meets the criteria of Independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at https://www.gulfoilindia.com/.
The resolutions seeking approval of the members of the Company for the re-appointment of Mr. Sanjay G. Hinduja, Non-Executive Director, Mr. M. S. Ramachandran, Mr. Ashok Kini and Mrs. Kanchan Chitale-Independent Directors of the Company, have been incorporated in the Notice of the Annual General Meeting of the Company alongwith their brief profile.
The Company has also disclosed the Directors familiarisation programme on its website at https://www.gulfoilindia.com/.
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for attending meetings of the Company.
Key Managerial Personnel:
The following persons have been continued as Key Managerial Personnel of the Company pursuant to section 2(51) and section 203 of the Act, read with rules framed thereunder: 1) Mr. Ravi Chawla, Managing Director 2) Mr. Manish Kumar Gangwal, Chief Financial Officer and 3) Mr. Vinayak Joshi, Company Secretary and Compliance Officer. None of the Key Managerial Personnel have resigned during the year under review.
15. Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 a Board evaluation process was completed through a process of structured questionnaire and taking into consideration various aspects of the Boards functioning, composition, culture, obligation and governance. The criteria for performance evaluation have been detailed in Corporate Governance Report, Annexure F to this Report and is also uploaded on the website of the Company at http://www.gulfoilindia.com. The Board of Directors expressed their satisfaction with the evaluation process.
16. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required pursuant to section 134(3) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure B and forming an integral part of this Report.
17. Business Responsibility Report:
Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report is provided separately in the Annexure- C and forms an integral part of this Report.
18. Information on Stock Exchanges:
The Companys equity shares are listed on BSE Limited (Designated Exchange) and The National Stock Exchange of India Limited.
19. Extract of Annual Return:
The details of extracts of Annual Return in Form MGT- 9, as required under section 92 of the Companies Act, 2013 are enclosed as Annexure D and forming an integral part of this Report. The same is also available on Companys website http://www.gulfoilindia.com.
20. Corporate Governance:
As per SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, a Report on Corporate Governance is given separately in Annexure F forming an integral part of this Report, together with compliance certificate issued Secretary.
21. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013:
The details of Loan, Guarantees and Investments outstanding as on March 31, 2019 under Section 186(4) of the Companies Act, 2013 are provided in Note 4,5,12 and 39 to the Financial Statements.
22. Material Changes and Commitments affecting the financial position of the Company which have occurred between March 31, 2019 and the date of this Report:
There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2019) and the date of this Report. Further, there was no change in the business of the Company during the Financial Year 2018-19.
23. Risk Management Policy:
During the year under review, in compliance with Regulation 21 of the SEBI Listing Regulations, the Company has constituted a Risk Management Committee on February 13, 2019 consisting of Mr. M. S. Ramachandran, Chairman (Non-Executive and Independent Director), Mr. Shom A. Hinduja, Member (Non-Executive Director), Mr. Ravi Chawla, Member (Managing Director) and Mr. Manish Kumar Gangwal, Member (Chief Financial Officer) and has reviewed the Risk Management Policy. It has implemented an integrated risk management approach through which it reviews and assesses significant risks to ensure that a robust system of risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep updated and addresses emerging challenges. Risk Management framework followed by the Company is elaborately detailed in the Management Discussion and Analysis section, forming an integral part of this
24. Internal Control Systems and their adequacy:
The Company has well defined and adequate internal control system, commensurate with size, scale and complexity of its operations. The internal financials controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. During the year, Internal Financial Controls (IFC) testing process was done in order to review adequacy and strength of IFC followed by the Company. As per the assessment, no major concerns and no reportable material weaknesses in the design or operation were observed. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such by PracticingCompany systems were adequate and operating effectively. The details of internal control system and adequacy are mentioned in the Management Discussion and Analysis section, forming an integral part of this Report.
Six meetings of the Board of Directors were held during the year. The details of number of meetings of the Board held during the financial year 2018-19 are provided in Corporate Governance Report Annexure F which forms an integral part of this Report.
26. Transactions with Related Parties:
The policy on Related party transactions as approved by the Audit Committee and Board of Directors has been uploaded on the website of the Company, http:// www.gulfoilindia.com. The transactions entered into pursuant to omnibus approval were placed before the Audit Committee and Board on quarterly basis.
Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 there were no new material transactions, contracts or arrangements entered with Related Party as on March 31, 2019. None of the Independent Directors have any pecuniary relationship or transactions vis-a-vis the Company except sitting fees, commission as per Companies Act, 2013. A statement showing Related Party Transactions entered during the year is given under Note 46 to the Financial Statements.
27. Significant and Material Orders passed by the Regulators or Courts or Tribunals:
There were no significant by the Regulators/Courts/Tribunals that would impact the going concern status of the Company and its future operations.
28. Directors Responsibility Statement:
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:
a. in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. the Board 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 and loss of the Company for the financial year ended March 31, 2019;
care has been taken for the . properand maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual financial statement for the year ended March 31, 2019 have been prepared on a going concern basis; and
e. the Board have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operatingeffectively;and
f. the Board have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively
M/s Price Waterhouse, Chartered Accountants
(Firm registration No.: 301112E) were appointed as statutory auditors of the Company to hold office till the conclusion of the 11th Annual General Meeting of the Company. As required under Section 139 and 141 of Companies Act, 2013, the Company has obtained a written consent from the statutory auditor to their continuous appointment and a certificate from them to the extent that their existing appointment is in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder. material orders passed The Board of Directors based on the recommendation of the Audit Committee have recommended reappointment of M/s Price Waterhouse, Chartered Accountants, (Firm Registration No.301112E LLP, Chartered Accountants, as Statutory Auditors of the Company, for second term of five (5) consecutive years from the conclusion of this AGM till the conclusion of 16th AGM of the Company.
Accordingly, in view of the provisions of the Act, the Members are requested to approve the proposal for re-appointment of M/s Price Waterhouse, Chartered Accountants (Firm Registration No.301112E), to hold office as Statutory Auditors until the conclusion of 16th AGM of the Company. The Resolution seeking reappointment and remuneration payable to Statutory Auditors in connection with the audit of the accounts of the Company for the financial year 2019-20 has been included in the Notice of the ensuing AGM.
The Auditors Report to the shareholders on standalone financials for the year ended March 31, 2019 does not contain any qualification, observation or adverse comments. During the year under review, the Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act, 2013.
As per the requirements of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Lubricants business and accordingly such accounts and records are made and maintained by the Company.
The Board, on recommendation of Audit Committee, has appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (Firm Registration No.000030), as Cost Auditors of the Company to audit the cost records of the Company for the financial year 2019-20 for a remuneration of र 3,25,000/- (Rupees Three lakhs Twenty five thousands only) plus taxes as applicable and reimbursement of out of pocket expenses . As required, under the Companies Act, 2013, a resolution seeking Members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the 11th Annual General Meeting of the Company. There are no audit qualifications or reservations or adverse comments for the year under review.
Pursuant to section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s BS & Company, Company Secretaries LLP (Firm Registration No AAE-0638.) to carry out secretarial Audit of the Company. The secretarial audit Report is enclosed as Annexure H and forming an integral part of this Report. There are no audit qualifications or reservations or adverse comments for the year under review.
Pursuant to regulation 24(A) of SEBI Listing regulations, the Company has obtained Annual Secretarial Compliance Report from M/s JMJA & Associates LLP, Company Secretary in practice, Mumbai and the same has been filed with the Stock Exchanges (BSE and NSE) in prescribed time limit. The Annual Secretarial Compliance Report does not contain any remarks or observations. Further, during the year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
30. Particulars of Employees and related disclosures:
Pursuant to section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the separate Annexure-G forming part of the Boards Report.
Having regard to the provisions of Section 136(1), the Annual Report excluding the statement of top ten employees in terms of remuneration drawn and particulars of employees (under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is being sent to the members of the Company. A copy of the said statement is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such copy, may write to the Company Secretary and the same will be furnished without any fee and free of cost.
Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders of the Company viz. various Government and other statutory bodies, customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year and also the valuable assistance and advice received from all the stakeholders including Hinduja Group. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.
|For and on behalf of the Board|
|Sanjay G. Hinduja|
|Date: July 30, 2019||(DIN: 00291692)|