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Gulf Oil Lubricants India Ltd.

BSE: 538567 Sector: Industrials
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OPEN 651.75
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P/E 16.05
Mkt Cap.(Rs cr) 3,213
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OPEN 651.75
CLOSE 647.85
52-Week high 846.15
52-Week low 565.10
P/E 16.05
Mkt Cap.(Rs cr) 3,213
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Your Directors are pleased to present the 12th Annual Report and Audited Accounts forthe financial year ended March 31 2020.

1. Financial Results:

` in Lakhs
Particulars For the Year ended March 31 2020 For the Year ended March 31 2019
Revenue from Operations 164350.07 170579.63
Profit before finance cost depreciation & tax 32207.64 31259.25
Less: Finance Costs 2483.17 1515.55
Profit before depreciation & tax 29724.47 29743.70
Less: Depreciation/Amortisation 3270.44 2236.48
Profit Before Taxation 26454.03 27507.22
Current Tax 6625.26 8836.74
Deferred Tax (423.39) 892.25
Profit After Taxation 20252.16 17778.23
Balance brought forward from previous year 37152.78 26977.45
Impact of change in accounting policy on adoption of Ind-AS-116-Lease (net of tax) (157.84) -
Interim Dividend paid on Equity Shares - (2240.88)
Dividend distribution Tax on Interim Dividend - (460.62)
Final Dividend paid on Equity Shares (3505.91) (3236.37)
Dividend distribution Tax on Final Dividend (720.64) (665.24)
Other Comprehensive Income (OCI) (55.69) 0.21
Transfer to General Reserve (1000.00) (1000.00)
Balance Carried to Balance Sheet 51964.86 37152.78

Performance Highlights:

The Company has continued its growth trajectory by outperforming the industry and hasdelivered a Net Revenue growth of -3.65 % EBITDA growth of 1.23 % PBT growth of -3.83 %and PAT growth of 13.92% for the year over the last financial year.

Net revenues for the year 2019-20 was` 164350.07 lakhs Rs 170579.63 lakhs in theprevious year) Profit before tax for the year 2019-20 was Rs 26454.03 lakhs Rs 27507.22lakhs in the previous year). Profit after tax for the year was Rs 20252.16 lakhs(Previous year Rs 17778.23 lakhs) resulting in an Earnings Per Share (Basic) of Rs 40.51(Previous year Rs 35.73).

Performance highlights are discussed in detail in the Management Discussion andAnalysis and forming an integral part of this Report.

2. Dividend:

The Board of Directors of the Company had approved the Dividend Distribution Policy inline with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The policy is separately provided as Annexure E forming an integralpart of this Report and is also uploaded on the website of the Company at

The Board has recommended a final dividend of Rs 7/- (Gross) per equity share (350% onthe Face Value of Rs 2/- per share) for the financial year 2019-20.

The final dividend of Rs 3507.40 lakhs if approved by the Shareholders at the 12thAnnual General Meeting (AGM) will be paid to all the Shareholders of the Company whosenames appear on the Register of Members as on the date of the Book Closure.

The Board at their meeting held via video conferencing on April 09 2020 had declaredan Interim Dividend of Rs 7/- (Gross) per equity share i.e. 350% of the Face Value of Rs2/- per equity share for the financial year 2019-20. The said Interim Dividend was paid toall eligible shareholders on April 30 2020.

With this the total dividend for the full year 2019-20 shall stand at Rs 14/- pershare (700% on Face Value of Rs 2/- per share).

3. Transfer to Reserve:

During the year Board has appropriated transfer of Rs 1000 lakhs to General Reserves.(Previous year Rs 1000 lakhs).

4. Share Capital:

During the year there has been an increase in the paid-up equity share capital due toallottment of shares to eligible employees under Gulf Oil Lubricants India LimitedEmployee Stock Option Scheme 2015. The paid-up equity share capital of the Company as onMarch 31 2020 was Rs 1002.11 lakhs (previous year Rs 995.95 lakhs). The authorisedcapital of the Company as on March 31 2020 was Rs 104627228 divided into 52313614equity shares of Rs 2/- each. There was no change in the authorised capital of the Companyduring the year.

5. Management Discussion and Analysis:

Management discussion and Analysis Report is provided separately forming an integralpart of the Annual 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 Directorsand Employees to report their genuine concerns generally impacting/ affecting business ofour Company including but not limited to improper or unethical behaviour/ misconduct/actual or suspected frauds/ violation of Company's code of conduct. All protecteddisclosures concerning financial or accounting matters should be addressed in writing tothe Chairperson of the Audit Committee of the Company for investigation.

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 theChairperson of the Audit Committee of the Company and those concerning other employeesshould be addressed to the Ombudsman of the Company. The Ombudsman may refer the matter tothe Chairperson of the Audit Committee depending upon the importance of the matter. YourCompany hereby affirms that no Director or employee has been denied access to theChairperson of the Audit Committee. During the year no complaints were received undervigil 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:

Automobile sector today is going through very difficult period with migration to BS VIand global challenges including the pandemic of COVID-19. Our R&D Centre is designingmarket driven solution futuristic lubricants and assisting in gaining new OEM business.It is staffed with well qualified enthusiastic and experienced scientists andtechnologists for development of product formulations.

The Company is ready with lubricants required for BS VI emission norms after carryingout the field evaluation in various operating conditions and stringent duty cycles. Theconsumer benefit being our ultimate goal our BS VI range of lubricants are designed tooffer superior engine protection and extended oil drain intervals apart from aftertreatment compatibility for all the sectors. These lubricants are also tested forperformance in existing fleet to ensure durability and superior performance of thesebackward compatible range of lubricants. Electric mobility in India is expected to makesome inroads in the medium term and at R & D we are working on various opportunitiesthat may come along with this entirely new segment. We wish to cater to this new consumersegment requiring specific transmission fluids coolants & greases.

The Company continues to set trend by introducing advanced specification lubricant forcommercial vehicles passenger cars motorcycles and scooters year after year. It adoptsthe new global products by optimising the formulations suiting to local engines andoperating conditions based on local raw materials to ensure improved fuel economy whileprotecting the durability of engines/equipment to reduce the carbon footprint.

Working closely with various B2B customers and OEMs we have established variouscustomised products for varied applications. This includes Engine oil Transmission oilGreases Hydraulic oils Industrial lubricants Metal working fluids etc.

9. Subsidiaries/ Joint Venture/ Associates:

The Company does not have any subsidiary/Joint Venture/ Associates as on March 312020.

10. Human Resources/ Industrial Relations ESOP Scheme:

Attracting Enabling Retaining & Developing the Talent has been the keycornerstone of the Human Resource Function at Gulf Oil. The Company drives its all HumanCapital interventions based on the Group Guiding principles & Brand values. HumanResources plays an important role in achieving the required Growth for the businessthrough strong and well-structured HR processes such as Talent Acquisition Training &Deployment Compensation & Benefits (including the ESOP scheme) and Talent Development

We have a large diversified locations. The company has put “Safety First”programme to promote safety practises across plant & non plant locations as theemployee well being & safety are extremely critical .

The investments into Training & Development (including the online on-demandlearning platform “GOLD” Academy (Gulf Oil Learning & development Academy)has helped the organisation to maintain its cutting edge. The strong brand equity hashelped the company to attract & retain high quality talent for the organisation.Various engagement initiatives and continuous open & transparent communication withemployees has helped to maintain the employee morale. This is evident through higherretention rate & improved engagement levels.

The company has further strengthened its online performance management system - ASPIRE(Align Strive Perform Inspire Reward Enable) to enable the employees to achievesuperior performance.”

Employees Stock Option Scheme:

During the year under review your Company has allotted 308438 equity shares under“Gulf Oil Lubricants India Limited- Employees Stock Option Scheme-2015” toeligible employees of the Company. During the year the company granted 221589 options.The total Stock Options outstanding as of March 31 2020 are 445984.

The information as required under Regulation 14 of the SEBI (Share Based EmployeeBenefits) Regulations 2014 are disclosed on the website of the Company at weblink investor-information/investor-disclosures/.

11. Prevention of Sexual Harassment Policy:

Your Company has adopted Prevention of Sexual Harassment (POSH) Policy. A separateInternal Complaints Committee has been constituted under the policy. No complaints werereceived under POSH during the year ended March 31 2020. During the year the Companycontinuously reached out to employees through awareness sessions with respect to theCompany's Policy on prohibition of sexual harassment at workplace.

12. Policy on Director's appointment and remuneration and other details:

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. The web address of the policy is

13. Corporate Social Responsibility (CSR) Initiatives and Programs:

The Company has continued its Programmes under CSR work force spread a cross theinitiatives in the area of water conservation vocational training education andpromoting healthcare in and around its area of operations and local area at Silvassa DNHand Ennore Chennai. These projects are in accordance with schedule VII of the CompaniesAct. 2013 and Company's CSR policy. An Annual Report on CSR activities as required underCompanies (Corporate Social Responsibilities Policy) Rules 2014 is set out in Annexure Aforming part of this Report.

The Company instilled and guided by the values of our Group Founder Shri. ParmanandDeepchand Hinduja's belief “My dharma (duty) is to work so that I can give”.The Company is actively engaged in various Programmes under CSR during the year. The briefsummary of the same is given below:

Safe Drinking Water ATM: The Company has established Safe Drinking Water ATM atEnnore 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 isequipped with Water shed building purification equipment and borewell. Water ATM willhave a recharge bore to recharge ground water using back splash water and roof topharvesting. The Company aims to be net Water Positive.

Mobile Medical Unit: Being a multi-year programme the Company continued itssupport for mobile medical unit during the current year in the remote villages nearSilvassa DNH. This CSR project provides much needed free medical support to the tribalpopulation residing in the villages near Silvassa. The programme is administered through“Rogi Kalyan Samiti” constituted under the direct supervision of Medical OfficerSilvassa & Vinoba Bhave Hospital Silvassa The state of the art medical facilitiesavailable to the villagers free of cost in the mobile van which includes diagnosticfacility laboratory test medicine dispensing.

Kushal Mechanic Program: The Company's initiative on vocational training knownas “Kushal Mechanic Program” for two wheeler mechanics who are lacking in formaleducation and training has gained momentum. During the year the Company continuedtraining with the help of M/s. TVS Training Institute for imparting training for thebenefit of mechanics based in southern part of India. Our association with MITCON Centrefor CSR and Skill Development continued during the year. During the financial year morethan 240 mechanics were benefited with this programme. This being a multi-year programmewhich will be further implemented in other regions in future.

Other Programs: Few other Programmes were undertaken during the year in the areaof Community development.

14. Directors & Key Managerial Personnel:

The following are the changes in the Directorship during the period under review:

(a) In accordance with the provisions of the Companies Act 2013 (“Act”) andthe Articles of Association of the Company Mr. Shom A. Hinduja (DIN: 07128441) retires byrotation at the 12th Annual General Meeting of the Company and being eligible offers hiscandidature for re-appointment as a Director.

(b) Pursuant to the provisions of Section 149 of the Act read with the Companies(Appointment and Qualification of Directors) Rules 2014 and the SEBI Listing Regulationsand based on the recommendations of the Nomination & Remuneration Committee the Boardof Directors at their meeting held on February 11 2020 had appointed Mr. Arvind Uppal(DIN: 00104992) as an Additional Independent Director for a term of five (5) years witheffect from February 11 2020 subject to the approval of shareholders at the 12th AnnualGeneral Meeting of the Company. The Independent Directors are not liable to retire byrotation.

(c) Further Mr. M. S. Ramachandran (DIN: 00943629) ceased to be a Director of theCompany effective from February 26 2020 on completion of his second term as anIndependent Director.

(d) Pursuant to the provisions of Section 149 of the Act read with the Companies(Appointment and Qualification of Directors) Rules 2014 and the SEBI Listing Regulationsand based on the recommendations of the Nomination & Remuneration Committee the Boardof Directors at their meeting held on March 19 2020 had appointed Mrs. Manju Agarwal(DIN: 06921105) as an Additional Independent Director for a term of five (5) years witheffect from March 19 2020 subject to the approval of shareholders at the 12th AnnualGeneral Meeting of the Company. The Independent Directors are not liable to retire byrotation.

(e) Moreover Mrs. Kanchan Chitale (DIN: 00007267) resigned as a Director on the Boardof the Company effective from March 19 2020 due to personal reasons.

(f) On recommendation and approval of Nomination and Remuneration Committee the Boardof Directors of the Company at their meeting held on June 4 2020 re-appointed Mr. RaviChawla as Managing Director and Chief Executive Officer of the Company for a furtherperiod of 3 (three) years effective from June 6 2020 and approved the terms of hisre-appointment including the remuneration subject to approval of the Members of theCompany at the 12th AGM.

The Board places on record its deep appreciation and sincere thanks to our outgoingDirectors namely Mr. M S Ramachandran and Mrs. Kanchan Chitale for their invaluablecontributions to guide the company & management teams to shape and achieve the visionfor the company. During their tenure the company has benefittedfrom their steer rightthrough company's progressive journey over all these years especially in the areas ofbusiness strategies governance and social responsibilities.

The Company has received declaration from all its Directors as per Section 164 of theCompanies Act 2013 that they are not disqualified from being appointed as Directors ofthe Company.

The Independent Directors of the Company have submitted a declaration under Section149(7) of the Act and as per Regulation 25(8) read with Regulation 16 of SEBI LODRRegulations that each of them meets the criteria of Independence as provided in Section149(6) of the Act and there has been no change in the circumstances which may affect theirstatus as Independent Director during the year and further that they are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties with an objective independent judgementand without any external influence. The Independent Directors have also submitted adeclaration that they have applied online for inclusion of their names in the data bankmaintained by the institute. The terms and conditions of appointment of the IndependentDirectors are placed on the website of the Company at

The Board is of the opinion that the Independent Directors appointed during thefinancial year possess the requisite qualifications experience expertise and hold thehighest standards of integrity.

The resolutions seeking approval of the members of the Company for the re-appointmentof Mr. Shom A. Hinduja (DIN: 07128441) Non-Executive Director appointment of Mr. ArvindUppal (DIN: 00104992) as an Independent Director Mrs. Manju Agarwal (DIN: 06921105) asan Independent Director and re-appointment of Mr. Ravi Chawla (DIN: 02808474) ManagingDirector and Chief Executive Officer of the Company have been incorporated in the Noticeof 12th Annual General Meeting of the Company along with their brief profiles.

The Company has also disclosed the Director's familiarisation programme on its websiteat https://

During the year the Non-Executive Directors (including Independent Directors) of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees commission and reimbursement of expenses incurred by them for attending meetings ofthe Company.

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 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.

Composition of Committees:

The composition of all the committees have been detailed in Corporate GovernanceReport Annexure F to this Report and is also disclosed on the website of the Company at

15. Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 a Board evaluation process was completedthrough a process of structured questionnaire and taking into consideration variousaspects of the Board's functioning composition culture obligation and governance. Thecriteria for performance evaluation have been detailed in Corporate Governance ReportAnnexure F to this Report and is also uploaded on the website of the Company athttp://www.gulfoilindia. com. The Board of Directors expressed their satisfaction with theevaluation process.

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 B and formingan 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 theAnnexure C and forms an integral part of this Report.

18. Information on Stock Exchanges:

The Company's equity shares are listed on BSE Limited (Designated Exchange) and TheNational 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 92of the Companies Act 2013 are enclosed as Annexure D and forming an integral part of thisReport. The same is also available on Company's website

20. Corporate Governance:

As per SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 aReport on Corporate Governance is given separately in Annexure F forming an integral partof this Report together with compliance certificate issued by Practicing CompanySecretary.

21. 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 2020 underSection 186(4) of the Companies Act 2013 are provided in Notes 4 5 12 and 39 to theFinancial Statements.

22. Material Changes and Commitments affecting the financial position of the Companywhich have occurred between March 31 2020 and the date of this Report:

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 31 2020) and the date of this Report.Further there was no change in the business of the Company during the Financial Year2019-20.

23. Impact of COVID-19 Pandemic:

The Novel Coronavirus (COVID-19) a Global Pandemic has significantly affected thesocial and economic activities worldwide including India and as a result affected theoperations and results of the Company towards the end of the year. Management has sincethen taken all the necessary measures from time to time to comply with the directionsissued by the local and state government authorities to prevent and contain the spread ofcoronavirus including temporary shut-down of its plants offices and depots during thelockdown period. The Company has resumed operations across its both plants and allwarehouses in a phased manner as per the directives and approvals received from therespective local/government authorities.

The Company has made detailed assessment of its liquidity position for a period of atleast one year from the balance sheet date of the recoverability and carrying values ofits assets comprising property plant and equipment Intangible assets Trade ReceivablesInventory other current and non-current assets and ability to pay its liabilities as theybecome due and effectiveness of internal financial controls at the balance sheet date andhas concluded that there are no material impact or adjustments required in the financialstatements for the year ended March 31 2020.

However the impact assessment of COVID-19 is a continuing process and accordingly theimpact may be different from that estimated as at the date of approval of these financialstatements. The Company will continue to monitor any material changes to future economicconditions.

24. Risk Management Policy:

In compliance with Regulation 21 of the SEBI Listing Regulations the Risk ManagementCommittee comprises of Mr. Arvind Uppal Non-Executive Independent Director (appointed asmember w.e.f. February 11 2020 and re-designated as Chairman of the committee w.e.f.February 26 2020) Mr. Shom A. Hinduja Director (Member) Mr. Ravi Chawla ManagingDirector (Member) and Mr. Manish Kumar Gangwal Chief Financial Officer (Member). Mr. M.S. Ramachandran ceased to be the Chairman of the Committee w.e.f. February 26 2020. TheRisk Management Committee has reviewed the Risk Management Policy and has implemented anintegrated risk management approach through which it reviews and assesses significantrisks on regular basis to ensure that a robust system of risk controls and mitigation isin place. Senior management periodically reviews this risk management framework to keepupdated and addresses emerging challenges. Risk Management framework followed by theCompany is elaborately detailed in the Management Discussion and Analysis section formingan integral part of this Report.

25. Internal Control Systems and their adequacy:

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 no major concerns and no reportable material weaknesses in the design oroperation were observed. The Board has also put in place requisite legal complianceframework to ensure compliance of all the applicable laws and that such systems wereadequate and operating effectively. The details of internal control system and adequacyare mentioned in the Management Discussion and Analysis section forming an integral partof this Report.

26. Meetings:

Six meetings of the Board of Directors were held during the year. The details of numberof meetings of the Board held during the financial year 2019-20 are provided in CorporateGovernance Report Annexure F which forms an integral part of this Report.

27. Transactions with Related Parties:

The policy on Related party transactions as approved by the Audit Committee and Boardof Directors has been uploaded on the website of the Company The transactions entered into pursuant to omnibus approval wereplaced 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 theCompanies (Accounts) Rules 2014 there were no new material transactions contracts orarrangements entered with Related Party as on March 31 2020. None of the IndependentDirectors have any pecuniary relationship or transactions vis-a-vis the Company exceptsitting fees commission as per Companies Act 2013. A statement showing Related PartyTransactions entered during the year is given under Note 46 to the Financial Statements.

28. Significant and Material Orders passed by the Regulators or Courts or Tribunals:

There were no significant and material by the Regulators/ Courts/ Tribunals that wouldimpact the going concern status of the Company and its future operations.

29. Directors Responsibility Statement:

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 the Board of Directors to the best of their knowledge and abilityconfirm that:

(a) in the preparation of the annual financial statements for the year ended March 312020 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(b) the Board have selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for the financial year ended March 31 2020;

(c) sufficient has been taken for the properand maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual financial statement for the year ended March 31 2020 have been preparedon a going concern basis; and

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

(f) the Board have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively

30. Auditors & Audit Report:

(a) Statutory Auditor:

M/s. Price Waterhouse LLP Chartered Accountants (FRN: 301112E/E300264) werere-appointed as statutory auditors of the Company to hold office till the conclusion ofthe 16th Annual General Meeting of the Company. As required under Section 139 and 141 ofCompanies Act 2013 the Company has obtained a written consent from the statutoryauditors to their continuous appointment and a certificate from them to the extent thattheir existing appointment is in accordance with the conditions prescribed under theCompanies Act 2013 and the rules made thereunder.

The Auditor's Report to the shareholders on standalone financials for the year endedMarch 31 2020 does not contain any qualification observation or adverse comments. Duringthe year under review the Auditors of the Company have not reported any fraud underSection 143(12) of the Companies Act 2013.

(b) Cost Auditor:

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 Lubricants business and accordingly such accounts and records are made andmaintained 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 theCompany to audit the cost records of the Company for the financial year 2020-21 for aremuneration of Rs 325000/- (Rupees Three lakhs Twenty-five as applicable andreimbursement of out of pocket expenses. As required under the Companies Act 2013 aresolution seeking members approval for the remuneration payable to the Cost Auditor formspart of the Notice convening the 12th Annual General Meeting of the Company. There are noaudit qualifications or reservations or adverse comments for the year under review.

(c) 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 RegistrationNo. AAE-0638.) to carry out secretarial Audit of the Company. The secretarial audit Reportis enclosed as Annexure H and forming an integral part of this Report. There are no auditqualifications or reservations or adverse comments for the year under review.

Pursuant to regulation 24(A) of SEBI Listing regulations the Company has obtainedAnnual Secretarial Compliance Report from M/s. JMJA & Associates LLP CompanySecretary in practice Mumbai and the same has been filed with the Stock Exchanges (BSEand NSE) in prescribed time limit. The Annual Secretarial Compliance Report does notcontain any remarks or observations. Further during the year your Company has compliedwith applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia.

31. Particulars of Employees and related disclosures:

Pursuant to Section 197(12) of the Companies Act 2013 read with Rules 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin the separate Annexure G forming part of the Board's Report.

Having regard to the provisions of Section 136(1) the Annual Report excluding thestatement 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 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is being sentto the members of the Company. A copy of the said statement is available for inspectionthrough electronic mode and any member interested in obtaining such copy may write to theCompany Secretary and the same will be furnished without any fee and free of cost.

32. Transfers to the Investor Education and Protection Fund (IEPF):

Pursuant to Section 124 and 125 of the Companies Act 2013 read with IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 and including any amendmentsthousands only) plus taxes thereto any money transferred to the Unpaid Dividend Accountof a company which remains unpaid or unclaimed for a period of seven years from the dateof such transfer shall be transferred by the Company along with interest accrued if anythereon to IEPF established by the Government of India. Further all the shares inrespect of which dividend remains unpaid or unclaimed for a period of seven consecutiveyears or more from the date of transfer to Unpaid Dividend Account shall also betransferred to IEPF. The Company has not completed 7 years towards any of its unpaiddividend accounts yet. Further unclaimed dividends have been hosted on the website of theCompany at investors/investor-information/unpaid-dividend/and the shareholders are requested to claim their unpaid dividends/unclaimed shares toavoid transfer of the same to IEPF Authority. For the further details kindly refer the“Report on Corporate Governance” as Annexure F to this Report.

33. Acknowledgement:

Your Directors would like to acknowledge and place on record their sincere appreciationto all stakeholders of the Company viz. various Government and other statutory bodiescustomers members dealers vendors banks and other business partners for the excellentsupport received from them during the year and also the valuable assistance and advicereceived from all the stakeholders including Hinduja Group. The Directors place on recordtheir sincere appreciation to all employees of the Company for their unstinted commitmentand continued contribution to the Company.

For and on behalf of the Board
Sanjay G. Hinduja
Place: London Chairman
Date: August 12 2020 (DIN: 00291692)