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Gulf Oil Lubricants India Ltd.

BSE: 538567 Sector: Industrials
NSE: GULFOILLUB ISIN Code: INE635Q01029
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VOLUME 2374
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P/E 32.37
Mkt Cap.(Rs cr) 4,020
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OPEN 814.85
CLOSE 804.70
VOLUME 2374
52-Week high 900.00
52-Week low 577.00
P/E 32.37
Mkt Cap.(Rs cr) 4,020
Buy Price 0.00
Buy Qty 0.00
Sell Price 808.90
Sell Qty 30.00

Gulf Oil Lubricants India Ltd. (GULFOILLUB) - Director Report

Company director report

Your Directors are pleased to present the 8th Annual Report and AuditedAccounts for the financial year ended March 312016.

1. FINANCIAL RESULTS

(Rs. Lakhs)
Particulars For the Year ended 31.03.2016 For the Year ended 31.03.2015
Revenue from Operations (Net) 101135.42 96748.17
Profit before finance cost depreciation & tax 17709.33 13861.35
Less: Finance Cost 1778.92 1775.35
Profit before depreciation & tax 15930.41 12086.00
Less: Depreciation/ Amortization 604.15 482.12
Profit Before Taxation 15326.26 11603.88
Taxation:
Current Tax 5224.27 3531.13
Deferred Tax 70.52 331.79
Profit After Taxation 10031.47 7740.96
Balance brought forward from previous year 3862.94 (0.78)
Less Transitional Depreciation on revision of useful life of Fixed assets debited to opening Reserves and Surplus (Net of Tax) 129.05
Balance available for appropriation 13894.41 7611.13
Appropriations:
Interim Dividend paid on Equity Shares for the year 1487.17 991.45
Dividend distribution Tax on Interim Dividend 302.75 168.49
Proposed Final Dividend on Equity Shares for the year 1982.90 1735.04
Dividend distribution Tax on proposed Final Dividend 403.67 353.21
Transfer to General Reserve 750.00 500.00
Balance Carried to Balance Sheet 8967.92 3862.94

PERFORMANCE HIGHLIGHTS:

The Company has continued it's growth trajectory by outperforming the industry and hasdelivered a Net Revenue growth of 4.5% EBITDA growth of 22.5% PBT growth of 32.1% andPAT growth of 29.6% for the year over the last financial year.

Net revenues for the year 2015-16 was ' 101135.42 lakhs (Rs. 96748.17 lakhs in theprevious year) Profit before tax for the year 2015-16 was ' 15326.26 lakhs (Rs.11603.88 lakhs in the previous year). EBITDA has shown a healthy growth of 22.5% YOY withEBITDA margins at 15.9% an improvement of 230 bps for the year over previous year.

Profit after tax for the year was ' 10031.47 lakhs (Previous year ' 7740.96 lakhs)resulting in an Earnings Per Share (Basic) of ' 20.24 (Previous year ' 15.62).

Detailed Performance highlights are discussed in detail in the Management Discussionand Analysis enclosed as Annexure A and forming integral part of this Report.

2. DIVIDEND:

During the year the Board at their meeting held on February 9 2016 declared anInterim Dividend of ' 3/- per share i.e. 150% of the Face Value of the Equity Share. Thesaid Interim Dividend was paid to all eligible shareholders on February 25 2016. TheBoard has recommended a final dividend of ' 4 per equity share (200% on the Face Value of' 2 per share) for the year 2015-16. The final dividend of ' 1982.90 lakhs if approvedby the Shareholders at the ensuing Annual General Meeting will be paid out of the profitsfor the current year to all Shareholders of the Company whose names appear on the Registerof Members as on the date of the Book Closure.

With this the total dividend for the full year 2015-16 shall stand at ' 7/- per share(350 % on Face Value of ' 2/-).

3. TRANSFER TO GENERAL RESERVE:

During the year Board has appropriated ' 750 lakhs to General Reserves. (Previous year' 500 lakhs.)

4. SHARE CAPITAL:

The paid up equity share capital of the Company as on March 31 2016 was ' 991.45lakhs. There was no change in the equity share capital of the Company during the year.During the year the authorised capital of the Company has been increased to '104627228 divided into 52313614 equity shares of ' 2/- each.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and Analysis Report is provided separately in the Annexure Aforming integral part of this Report.

6. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Whistle Blower and Vigil Mechanism policy for Directors andEmployees of the Company. The Company has established a secured

system to enable Directors and Employees to report their genuine concerns generallyimpacting / affecting business of our Company including but not limited to improper orunethical behavior / misconduct / actual or suspected frauds / violation of Company's codeof conduct. All protected disclosures concerning financial or accounting matters should beaddressed in writing to the Chairman of the Audit Committee of the Company forinvestigation.

In respect of all other protected disclosures those concerning the Ombudsman andemployees at the levels of senior Vice President and above should be addressed to theChairman of the Audit Committee of the Company and those concerning other employees shouldbe addressed to the Ombudsman of the Company. The Ombudsman may refer the matter to theChairman of the Audit Committee depending upon the importance of the matter. Furtherdetails are posted on the website of the Company www.gulfoilindia.com. During the year nocomplaints were received under vigil mechanism.

7. PUBLIC DEPOSITS:

The Company has not accepted any deposits during the year from the Public fallingwithin the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

8. RESEARCH & DEVELOPMENT:

Company's Research & Development (R&D) and Quality Control facility located atSilvassa has comprehensive testing facilities for testing and development of automotiveand industrial lubricants. It is staffed with well qualified & experienced scientistsand technologists for development of product formulations.

Although Company receives global product formulations from Gulf Oil International underthe license agreement the R&D Centre located at Silvassa adopts the global productformulations based on local raw materials and operating conditions meeting the specificneeds of local OEM's and lubricants market in India.

9. SUBSIDIARIES:

The Company does not have any subsidiary as on March 312016.

10. HUMAN RESOURCES / INDUSTRIAL RELATIONS/ ESOP SCHEME:

The Company successfully grew its talent acquisition retention and development plansduring the year Cordial industrial relation and low absenteeism contributed to higheroutput levels. The focus on employee development and efforts to enhance competency levelsthrough training programs continued. Detailed information on this section has beenprovided in the Management Discussion and Analysis in the Annexure A which is formingintegral part of this Report.

EMPLOYEES STOCK OPTION SCHEME:

During the year under review your Company has granted 719215 stock options under"Gulf Oil Lubricants India Limited-Employees Stock Option Scheme-2015" toeligible employees of the Company. The total Stock Options outstanding as of March 312016are 719215. The information as required under Regulation 14 of the SEBI(Share BasedEmployee Benefits) Regulations 2014 are disclosed on the website of the Company weblinkhttp://www.gulfoilindia.com/upload/pdf/golil- esop.pdf.

11. DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT POLICY (POSH):

The Company has adopted Prevention Of Sexual Harassment (POSH) policy. An internalCommittee has been constituted under the policy. No complaints were received under POSHduring the year ended March 31 2016.

12. REMUNERATION POLICY:

The Board has adopted a policy which lays down a framework in relation to remunerationof Directors Key Managerial Personnel and Senior Management of the Company. The policyalso lays down the criteria for selection and appointment of Board members. The details ofthe policy are provided in the "Report on Corporate Governance" Annexure F tothis Report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES AND PROGRAMS:

The Company has started several activities under CSR initiatives in the area ofeducation rural development and promoting health care in and around its area ofoperations and local area at Silvassa DNH. These projects are in accordance with scheduleVII of the Companies Act 2013 and Company's CSR policy.

A report on CSR activities as required under Companies (Corporate SocialResponsibilities Policy) Rules 2014 is set out in Annexure B forming part of thisReport.

During the year following initiatives were undertaken under CSR initiatives:

a) Mobile Medical Unit: The Company funded

Mobile Medical unit was operative in the remote villages near Silvassa DNH. This CSRproject was conceived in conjunction with the Hinduja Foundation and provides much neededfree medical support to the tribal of remote villages near Silvassa DNH. The state of theart facilities available to the villagers free of cost in the mobile van which includesdiagnostic facility laboratory tests medicine dispensing and health checkup.

As of the date of this Report more than 2000 patients were treated under the projectfree of cost.

This is a multi-year project which will be continued for the needy people nearSilvassa DNH.

b) Foster a Child Rally: The Company organizes " Foster a Child Drive" aunique one of its kind CSR initiatives for the benefit of underprivileged children. Thisis the 7th year of the project wherein nearly 60 underprivileged children participatedthis year.

c) Primary Education: CSR initiatives was

undertaken through Mukul Madhav Foundation for providing primary educational support tothe underprivileged children at Bhatkya Vimukta Jati Shikshan Sanstha (BVJSS) WagholiPune.

d) Road safety drive: one of the CSR initiative was undertaken for creating awarenessabout Road safety drive wherein safety helmets were distributed among Mumbai Police andbriefed them about safety measures. A rally was conducted in Mumbai for creating awarenessamong youths about road safety measures.

This is the second year of separate operations for the Company and wherein few CSRareas have been identified and the projects were initiated during the year. During theyear the Board has not been able to spend full CSR amount as contemplated in theguidelines and has taken up various steps to identify additional CSR projects tomeaningfully spend full amount under CSR in the coming years.

14. DIRECTORS & KMPs:

The Board of Directors at their meeting held on August 3 2016 appointed Mr. Shom A.Hinduja (DIN:07128441) as an Additional Non-executive Director on the Board of the Companyeffective from same date upon recommendation of Nomination and Remuneration Committee ofthe Company. Under section 161 of the Companies Act 2013 he continues to hold office ofa Director of the Company upto conclusion of ensuing 8th Annual General Meeting of theCompany. As required under section 160 of the Companies Act 2013 the Company hasreceived a Notice from a Member signifying his intention to propose Mr. Shom A. Hinduja(DIN:07128441) as a candidature for the office of the Director of the Company alongwithrequisite deposit.

Mr. Shom A. Hinduja (DIN:07128441) does not hold any equity shares of the Company. Mr.Shom A. Hinduja (DIN:07128441) has given his consent to act as Director and is notdisqualified from being appointed as a Director in terms of section 164 of the CompaniesAct 2013. Brief profile of Mr. Shom A. Hinduja (DIN :07128441) in terms of SEBI ListingRegulations 2015 has been provided at the end of the Notice for AGM.

Save and except Mr. Shom A. Hinduja & Mr. Sanjay G. Hinduja and their relatives tothe extent of their shareholding interest if any in the Company none of the otherDirectors / Key Managerial Personnel of the Company /their relatives are in any wayconcern or interested financially or otherwise in the resolution set out at item No.5 ofthe Notice.

Your Board recommends appointment of Mr. Shom A. Hinduja (DIN:07128441) as a Directorof the Company liable to retire by rotation as per resolution No.5 of the Notice ofensuing 8th Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act 2013 ("Act") and theArticles of Association of the Company Mr. Sanjay G. Hinduja (DIN: 00291692) retires byrotation at the ensuing Annual General Meeting of the Company and being eligible offershis candidature for re-appointment as a Director.

In accordance with section 149(7) of the Companies Act 2013 each independent Directorhas given a written declaration to the Company confirming that he/ she meets the criteriaof independence as mentioned under section 149(6) of the Act.

During the year Mr. R. P. Hinduja ceased to be a Director of the Company effectivefrom September 22 2015 and the Board places on record its appreciation for contributionsmade by Mr. R. P. Hinduja during his tenure as a Director.

KEY MANAGERIAL PERSONNEL:

The following persons have been continued as Key Managerial Personnel of the Companypursuant 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 FinancialOfficer and 3) Mr. Vinayak Joshi Company Secretary and Compliance Officer. None of theKey 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 andDisclosure Requirements) Regulation 2015 Board evaluation was completed through aprocess of structured questionnaire and taking into consideration various aspects of theBoard's functioning composition culture obligation and governance. The criteria forperformance evaluation have been detailed in Corporate Governance Report Annexure F tothis Report. The Board of Directors expressed their satisfaction with the evaluationprocess.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as required pursuant to section 134(3) of the companies Act 2013 readwith rule 8(3) of the Companies (Accounts) Rules 2014 is given in Annexure C and formingintegral part of this Report.

17. INFORMATION ON STOCK EXCHANGES:

The Company's equity shares are listed on BSE Limited (Designated Exchange) and TheNational Stock Exchange of India Limited.

18. CORPORATE GOVERNANCE:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 aReport on Corporate Governance together with compliance certificate issued by PracticingCompany Secretary is given separately in Annexure F forming an integral part of thisReport.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:

The details of Loan Guarantees and Investments outstanding as on March 31 2016 underSection 186(4) of the Companies Act 2013 are provided in Note 11 and 25 to the FinancialStatements.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN MARCH 31 2016 AND (AUGUST 3 2016). (DATE OF THE REPORT):

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 312016) and the date of the Report(August 3 2016).

21. RISK MANAGEMENT POLICY:

The Company has implemented an integrated risk management approach through which itreviews and assesses significant risks on regular basis to ensure that a robust system ofrisk controls and mitigation is in place. Senior management periodically reviews this riskmanagement framework to keep updated and addresses emerging challenges. Risk Managementpolicy followed by the company is elaborately detailed in the Management Discussion andAnalysis Annexure A forming an integral part of this Report.

22. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has well defined and adequate internal control system commensurate withsize scale and complexity of its operations. The internal financials controls areadequate and are operating effectively so as to ensure orderly and efficient conduct ofbusiness operations. During the year Internal Financial Controls (IFC) testing processwas done in order to review adequacy and strength of IFC followed by the company. As perthe assessment there are no major concerns and no reportable material weaknesses in thedesign or operation were observed. The Board has also put in place requisite legalcompliance framework to ensure compliance of all the applicable laws and that such systemswere adequate and operating effectively. The details of Internal control system andadequacy are mentioned in the Management Discussion and Analysis Annexure A forming anintegral part of this Report.

23. MEETINGS:

The details of number of meetings of the Board held during the Financial year 2015-16are provided in Corporate Governance Report (Annexure F).

24. RELATED PARTY TRANSACTIONS:

All related party transactions were placed before the Audit Committee and the Board fortheir approval. Omnibus approval was obtained on a yearly basis for transactions whichwere of routine and repetitive nature. The transactions entered into pursuant to omnibusapproval were placed before the Audit Committee and Board on quarterly basis. The policyon Related party transactions as approved by the Board of Directors has been uploaded onthe website of the Company www.gulfoilindia.com/upload/pdf/policy-on-materiality-and-dealings.pdf. Pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounting) Rules 2014 there were no material transactionscontracts or arrangements entered with Related Party as on March 31 2016. None of theDirectors has any pecuniary relationship or transactions vis-a-vis the Company except asdisclosed at appropriate places. A statement showing Related Party Transactions enteredduring the year is given under Note 31 to the Financial Statements.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant and material orders passed by the Regulators /Courts thatwould impact the going concern status of the Company and its future operations.

26. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) read with Section 134(5) of the Companies Act 2013:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the Board had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period;

c) the Board had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) the Board had prepared the annual accounts on a going concern basis;

e) the Board had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

f) the Board had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

27. AUDITORS INCLUDING COST AUDITORS SECRETARIAL AUDITOR:

M/s Price Waterhouse Chartered Accountants (Firm Registration No. 301112E) who are theStatutory Auditors of the Company hold office upto the ensuing 8th Annual General Meeting.The Audit Committee and the Board of Directors have recommended their re-appointment forthe financial year 2016-17. The necessary resolution is being placed before the Membersfor approval. As required under the provisions of section 139 and 141 of the CompaniesAct 2013 the Company has obtained written confirmation from M/s Price Waterhouse thattheir appointment if made would be in conformity with the limits specified in the saidsection.

Cost Auditors:

As per the requirements of Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your Company has been carrying out audit of cost recordsrelating to 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 theCompany to audit the cost records of the company for the financial year 2016-17 for aremuneration of ' 275000/- (Rupees Two lakhs Seventy Five Thousand only) plus servicetax as applicable and reimbursement of out of pocket expenses . As requiredunder theCompanies Act 2013 a resolution seeking Members approval for the remuneration payable tothe Cost Auditor forms part of the Notice convening the 8th Annual General meeting of theCompany.

Secretarial Auditor:

Pursuant to section 204 of the Companies Act 2013 and rules made thereunder theCompany has appointed M/s BS & Company Company Secretaries LLP (Firm Registration NoAAE-0638.) to carry out secretarial Audit of the Company. The secretarial audit Reportenclosed as Annexure D and forming integral part of this Report.

There are no audit qualifications for the year under review.

28. EXTRACT OF ANNUAL RETURN:

The details of extracts of Annual Return in Form MGT- 9 as required under section 92of the Companies Act 2013 are enclosed as Annexure E and forming integral part of thisReport.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to section 197(12) of the Companies Act 2013 read with Rule 5(1) to 5(3) andpursuant to section 136 of the Companies Act 2013 and relevant rules thereto thedisclosure pertaining to remuneration and other details of employees of the Company aremade available for inspection at the Registered office of the Company with the CompanySecretary during working hours and any Member interested in obtaining such information maywrite to the Company Secretary and the same shall be provided without any fee.

30. ACKNOWLEDGMENT:

Your Directors thank the various Government and other statutory bodies for thecontinued help and co-operation extended by them to your Company. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members dealersvendors banks and other business partners for the excellent support received from themduring the year. The Directors place on record their sincere appreciation to all employeesof the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board
Sanjay G. Hinduja
Chairman
(DIN: 00291692)
Place: Mumbai
Date: August 3 2016

ANNEXURE-B

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Company's CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs:

The Company's CSR policy is aimed at demonstrating care for the community through itsfocus on medical educational and other support to the communities at the area around itwhere it operates and local area around Silvassa DNH. The projects undertaken shall bewithin the broad framework of Schedule VII of the Companies Act 2013. Web-link: http://www.gulfoilindia.com/stakeholders/CSR.

2. Composition of CSR Committee: Mrs. Kanchan Chitale Chairperson (IndependentDirector) Mr. Sanjay G. Hinduja Member (Non-Executive Director) and Mr. Ravi ChawlaMember (Managing Director).

3. Average net profit of the Company for last three financial years: ' 11082.08 lakhs.

(*Considering the profits of Lubricants division of demerged Company (GOCL) prior todemerger.)

4. Prescribed CSR Expenditure (Two percent of the amount as in item 3 above): TheCompany is required to spent for the financial year : '221.64 lakhs.

5. Details of CSR spend for the financial year:

1. Total amount spent for the financial year: ' 96.20 lakhs.

2. Amount unspent if any: '125.44 lakhs.

3. Manner in which the amount spent during the financial year is detailed below:

Sr. No. Project / Activities Sector Locations Amount Outlay (Budget) Project or Programs Amount spent on the project or programs Cumulative Expenditure upto reporting period Amount spent: Direct or through implementing agency*
Districts (State) Rs. Lakhs Rs. Lakhs Rs. Lakhs Rs. Lakhs
1 Mobile Medical Dispensary Healthcare Rural villages near Silvassa DNH 40.00 40.00 40.00 40.00 (through Hinduja Foundation)
2 School Expansion project Education for Children Village: Golap Ratnagiri MH 25.50 25.50 25.50 25.50 (through Mukul Madhav Foundation)
3 "Road Safety- Drive Safety" awareness proqram Education Mumbai MH and other metro cities 15.00 13.00 13.00 13.00 (Direct)
4 Foster a Child-Project for supporting Orphan children Reducing inequalities Mumbai MH 30.00 7.70 7.70 7.70 (Direct)
5 Collage grants Education for all Silvassa DNH 25.00 10.00 10.00 10.00 (Direct)
Total 135.5 96.20 96.20 96.20

* Details of implementing agencies.

6. Reason for not spending two percent of the average net profit of the last threefinancial years: -

This is the second financial year of the Company with full separate operationspost-demerger. Therefore the Board could spend only partial amount as contemplated in theguidelines and has taken up various steps to identify additional CSR projects tomeaningfully spend full amount under CSR in the coming years. Some of the programsinitiated by the Company are multi-year projects.

7. We hereby confirm that implementation and monitoring of CSR policy is in compliancewith CSR objectives and Policy of the Company.

Place : Mumbai Ravi Chawla Kanchan Chitale
Place : May 112016 Managing Director Chairperson of CSR Committee
DIN: 02808474 DIN: 00007267

ANNEXURE-C

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) CONSERVATION OF ENERGY:

Silvassa Manufacturing plant continued their efforts in conserving energy in variousforms like energy conservation projects use of alternate sources & resourcescontinuous monitoring etc.

• At its Silvassa plant to save energy the Company replaced halogen lights withCFL lights on the shop floor.

• Regular checking is done to stop air leakages.

• Repaired and started all the capacitor banks to consistently maintain powerfactor at desired levels resulting in substantial reduction in electricity consumption.

• Planned for additional higher capacity pumps for storage tanks to save on energyand time.

• Servicing of all the old AC units carried out and set properly for better energyconservation.

(B) TECHNOLOGY ABSORPTION:

The R&D Centre of your organisation located at Silvassa developed various productsand formulations to meet the changing market requirements:

High performance Passenger car commercial vehicle and farm tractor engine oils weredeveloped and validated in respective applications. Customised and fuel economy potentialsuperior performance gear oils and rear axle oils were developed for specific OEMrequirements; High performance Motorcycle oils catering to specific customer / vehiclesegments were developed. Niche and Differentiated products for industrial segment weredeveloped including high quality water based radiator coolant metal working fluids andcustomised rust preventives. Alternate formulations for various products developed in linewith the recent technological developments and market requirements is expected to provideenhanced product performance customer satisfaction and contribute to cost effectivenessand supply chain efficiency / flexibility.

New Development

• Synthetic Diesel engine oil launched in the market place to meet the performancerequirement of mining tippers in the most demanding Infrastructure segment.

• Fuel economy potential heavy duty engine oil developed for our customer andprogressing with evaluation.

• Customised farm tractor engine oil developed specifically for a major tractorOEM was validated and OEM branded genuine oil launched.

• To meet the fast growing Passenger Car OEM segment launched the most advancedfuel economy credential product in the market.

• Dedicated engine oil developed and commercialised for small commercial vehicles(SCV segment).

• Customised Fuel Economy potential high performance Hydraulic Fluids for an OEMin the injection moulding segment were developed alternate formulations for variousexisting products were introduced for supply chain flexibility and also costcompetitiveness.

Benefits derived from R&D

• Introduction of OEM endorsed products in the farm segment would help gaincustomer confidence apart from market penetration and growth.

• Fuel economy and advanced technology Passenger Car segment product will createadditional demand for our products in the market place and enhance our brand image.

• Launch of customised OEM endorsed hydraulic fluids would help make furtherinroads in the construction segment which is poised for high growth owing to enhancedfocus and spending in the infrastructure sector.

Future Plans

• Synthetic range of products with advanced technology for the high end motorcyclesegment.

• High performance Long Drain Commercial Vehicle range of products includingengine gear and axle oils.

• Synthetic range of products for compressors and gears.

• Semi synthetic and fully synthetic soluble cutting oil.

• Fuel Efficient Passenger Car Motor Oils.

• Long Life / High Performance Metal Working Fluids.

(C) FOREIGN EXCHANGE EARNING AND OUTGO:

Details of earnings accrued and expenditure incurred in foreign currency are given inNote 27 and 26 respectively of the financial statements. The Company continues to striveto improve its earnings from exports.

ANNEXURE-D

FORM NO. MR-3

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016

To

The Members

Gulf Oil Lubricants India Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Gulf Oil Lubricants IndiaLimited (hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the Company's books papers minutes books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2016 compliedwith the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent in the manner and subject tothe reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Gulf Oil Lubricants India Limited ("the Company") for thefinancial year ended on 31st March 2016 according to the provisions of:

(1) The Companies Act 2013 (the Act) and the rules made there under;

(2) The Securities Contracts (Regulation) Act 1956 (‘SCRA') and the rules madethere under;

(3) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment;

(5) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act'):-

(i) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations 2011 as amended fromtime to time;

(ii) The Securities and Exchange Board of India(Prohibition of Insider Trading)Regulations 2015 as amended from time to time;

(6) The Company has identified the following Acts specifically applicable to theCompany in addition to labour and industrial laws:

i. Environment Protection Act 1986

ii. Air (Prevention and Control of pollution) Act 1981

iii. Water (Prevention and Control of pollution) Act 1974

iv. Hazardous Wastes (Management Handling and Transboundary Movement) Rules 2008

v. Manufacture Storage and import of Hazardous Chemicals Rules 1989

vi. Petroleum Act 1934

vii. Electricity Act 2003

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited and theNational Stock Exchange of India Limited upto November 30 2015 and

(iii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 fromDecember 12015.

During the period under review the Company has complied with the provisions of theActs Rules RegulationsGuidelines Standards etc. mentioned above.

We further report that

a. the Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act;

b. Adequate notice is given to all directors to schedule the Board meetings agenda anddetailed noted on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting;

c. during the period under review resolutions were carried through majority decisions.The minutes of the meetings held during the audit period did not reveal any dissentingmembers view. As confirmed by the management there were no dissenting views expressed byany of the members or any business transacted at the meetings held during the period underreview;

d. based on the information documents provided and the representations made by theCompany its officers during our audit process and also on review of the compliancereports of the Company Secretary taken on record by the Board of Directors of the Companyperiodically.

e. the compliance by the Company of the applicable financial laws like direct andindirect tax laws and maintenance of financial records and books of accounts have not beenreviewed by us since the same have been subject to review by statutory auditors and otherprofessionals;

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the company has:

(i) shifted its registered office from the State of Telangana to the State ofMaharashtra;

(ii) ratified the appointment of Mr. Ravi Chawla as Managing Director;

(iii) increased the authorized share capital of the Company;

(iv) approved the Employees Stock Option Scheme.

For BS & Company Company Secretaries LLP
(Formerly BS & Company Company Secretaries)
A. Ravi Shankar
Date: 01.08.2016 Designated Partner
Place: Hyderabad FCS No. 5335
C P No.: 4318