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Notes to Accounts of Gulf Oil Lubricants India Ltd.

Mar 31, 2016

1 General Information

Gulf Oil Lubricants India Limited is engaged in the business of manufacturing, marketing and trading of automotive and non automotive lubricants. The Company is a public limited company and is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).

A Scheme of Arrangement

During the previous year, the Hon''ble High Court of Andhra Pradesh, vide its Order dated April 16, 2014 had approved the Scheme of Arrangement between GOCL Corporation Limited (formerly Gulf Oil Corporation Limited) ("Transferor Company/GOCL") and the Company and their respective shareholders and creditors. The Scheme provided for demerger and transfer of the "Lubricants Undertaking" of GOCL into the Company w.e.f. April 1, 2014 (the Appointed Date under the Scheme). Upon filing the Order of the High Court with the Registrar of Companies at Hyderabad, the Scheme became effective on May 31, 2014. In accordance with the Scheme, one fully paid-up equity share of face value of Rs.2 each of the Company had been allotted on June 12, 2014, to those eligible shareholders of GOCL whose names were appearing in the Register of Members of GOCL as on the Record Date i.e. June 5, 2014, in lieu of every two equity shares of Face Value of Rs.2 each held by them in GOCL prior to giving effect to reduction of capital in GOCL as envisaged in the Scheme. Accordingly, 49,572,490 Shares of Gulf Oil Lubricants India Limited had been issued to shareholders of GOCL Corporation Limited (formerly Gulf Oil Corporation Limited) and the existing equity share capital (50,000 equity share of Rs.10 each) held by GOCL Corporation Limited (formerly Gulf Oil Corporation Limited) had been cancelled.

NOTE 2 : Employee Benefits

Company has classified the various benefits provided as under:-

I Defined Contribution Plans

a. Employers'' Contribution to Provident Fund

b. Employers'' Contribution to Employee''s Pension Scheme, 1995

c. Employers'' Contribution to Superannuation Fund

During the year, the Company has incurred and recognised the following amounts in the Statement of Profit and Loss:

NOTE 3 : Segment Information for the year ended March 31, 2016

(a) Information about Primary Business Segment

The Company is engaged primarily in the business of manufacturing, marketing and trading in Lubricants and Greases, which in the context of Accounting Standard 17 on Segment Reporting is considered to constitute a single primary segment. Thus, the segment revenue, segment results, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge for depreciation during the year are all as reflected in the financial statements for the year ended March 31, 2016 and as on that date.

NOTE 4 : Lease

Operating Lease: Where the Company is a Lessee

The Company''s significant leasing arrangements are in respect of operating leases for premises . The leasing arrangements, range generally between 11 months to 5 years and are usually renewable by mutual consent on agreed terms. These lease agreements can be terminated as per termination clause of each individual lease agreement. The lease rents paid/payable charged to the Statement of Profit and Loss aggregate to Rs.563.99 lakhs (March 31, 2015 : Rs.502.13 lakhs)

NOTE 5 : Employee Stock Option Plan (ESOP)

In respect of Options granted under the Gulf Oil Lubricants India Limited-Employees Stock Option Scheme-2015, in accordance with the guidelines issued by Securities and Exchange Board of India [(Share Based Employee Benefits) Regulations, 2014] , the intrinsic value of options is accounted as deferred employee compensation, which is amortized on a straight line basis over the vesting period. Employee benefits expenses include Rs.287.99 lakhs charged during the year on this account.

The compensation cost of stock options granted to employees are accounted by the Company using the intrinsic value method as permitted by the SEBI Guidelines and the Guidance Note on Accounting for Employee Share Based Payments issued by the Institute of Chartered Accountants of India in respect of stock options granted.

Had the compensation cost of employee stock options been recognized based on the fair value at the date of grant in accordance with Black Scholes model, the Company''s earning per share would have been as under

NOTE 6: Expenditure towards Corporate Social Responsibility

Gross amount required to be spent by the Company during the year ended March 31, 2016 under section 135 of the Companies Act, 2013 is Rs.221.64 lakhs (March 31, 2015 Rs.208.25 lakhs) against which Company has actually spent Rs.96.20 lakhs during the year (March 31, 2015 Rs.50.00 lakhs) for purposes other than the construction/acquisition of any asset.

NOTE 7:

Prior year comparatives have been reclassified to conform with the current year''s presentation, wherever applicable.


Mar 31, 2015

A. Corporate Information

Gulf Oil Lubricants India Limited (Formerly known as Hinduja Infrastructure Limited) (''Company'') is engaged in the business of manufacturing, marketing and trading of automotive and non automotive lubricants.

Scheme of Arrangement a) The Hon''ble High Court of Andhra Pradesh, vide its Order dated April 16, 2014 has approved the Scheme of Arrangement between Gulf Oil Corporation Limited ("Transferor Company/GOCL") and the Company and their respective shareholders and creditors. The Scheme provided for demerger and transfer of the "Lubricants Undertaking" of GOCL into the Company w.e.f. April 1, 2014 (the Appointed Date under the Scheme). Upon f ling the Order of the High Court with the Registrar of Companies at Hyderabad, the Scheme became effective on May 31, 2014. In accordance with the Scheme, one fully paid-up equity share of face value of Rs. 2 each of the Company has been allotted on June 12, 2014, to those eligible shareholders of GOCL whose names were appearing in the Register of Members of GOCL as on the Record Date i.e. June 5, 2014, in lieu of every two equity shares of Face Value of Rs. 2 each held by them in GOCL prior to giving effect to reduction of capital in GOCL as envisaged in the Scheme. As per this Scheme 49,572,490 Share of Gulf Oil Lubricants India Limited has been issued to shareholders of Gulf Oil Corporation Limited and the existing equity share capital (50,000 equity share of Rs. 10 each) held by Gulf Oil Corporation Limited has been cancelled.

NOTE 1: Contingent Liabilities

As at As at March 31, 2015 March 31, 2014 Rs. Lakhs Rs. Lakhs

Income Tax Matters 144.67

Sales Tax Matters 2,214.50

Excise Matters 221.02

TOTAL 2,580.19

(a) It is not practicable for the Company to estimate the timing of cash outflow, if any, in respect of the above pending resolution of the respective proceedings.

(b) The Company does not expect any reimbursement in respect of the above contingent liabilities.

NOTE 2 : Capital and other commitments

As at As at March 31, 2015 March 31, 2014 Rs Lakhs Rs. Lakhs

Capital Commitments

Estimated amount of Contracts remaining to be executed on Capital Account 952.18 (Net of Advance)

Other Commitments (Refer Note below)

Guarantees issued to Bank 1,506.83

TOTAL 2,459.01

Note:

In December 2012, HGHL Holdings Limited, UK [''HGHL'' (obligor)] wholly owned subsidiary of Gulf Oil Corporation Limited [(''GOCL''(obligor)] acquired Houghton International Inc. in USA and took a loan of USD 300 million (Outstanding as at March 31, 2015: USD 177 million: f 110,625 Lakhs) from lenders to part finance the acquisition. The said loan was extended on the basis of Letter of Comfort/Stand-By-Letter of Credit Facility Agreement between Gulf Oil Corporation Limited (GOCL), HGHL and lenders on the strength of guarantee of Gulf Oil International Limited, Cayman and cash def cit undertaking from its specified subsidiaries and also from GOCL, wherein they were obligated to make contribution to HGHL in case of deficiencies in resources for servicing the said facilities. The said facility was also secured by specified assets of GOCL.

Pursuant to the Scheme of arrangement between GOCL, the Company and their respective shareholders and creditors, (Refer note 1A), the "Lubricants Undertaking" of GOCL was demerged and transferred into the Company w.e.f. April 1, 2014 (the Appointed Date under the Scheme). Pursuant to the above scheme the Company has issued Deed of Undertaking to make contributions to HGHL for meeting any deficiency in the event of obligors'' inability to service the said facility. However, the Company has received back to back corporate guarantee from Gulf Oil International Limited, Cayman to secure its entire obligations, if any, arising out of the said Deed of Undertaking.

NOTE 3 : Employee Benefits

Company has classified the various benefits provided as under:- I Defend Contribution Plans

a. Employers'' Contribution to Provident Fund

b. Employers'' Contribution to Employee''s Pension Scheme, 1995

c. Employers'' Contribution to Superannuation Fund

NOTE 4 : Segment Information for the year ended March 31, 2015

(a) Information about Primary Business Segment

The Company is engaged primarily in the business of manufacturing, marketing and trading in Lubricants and Greases, which in the context of Accounting Standard 17 on Segment Reporting is considered to constitute a single primary segment. Thus, the segment revenue, segment results, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge for depreciation during the year are all as reflected in the financial statements for the year ended March 31, 2015 and as on that date.

NOTE 5 : Lease

Operating Lease: Where the Company is a Lessee

The Company''s significant leasing arrangements are in respect of operating leases for premises. The leasing arrangements, range generally between 11 months to 5 years and are usually renewable by mutual consent on agreed terms. These lease agreements can be terminated as per termination clause of each individual lease agreement. The aggregate lease rents paid / payable are charged as rent in the Statement of Prof t and Loss amounting to Rs. 502.13 lakhs (March 31, 2014 : Nil).

NOTE 6

Subsequent to the year end, the Company has introduced Employee Stock Option Scheme namely ''Gulf Oil Lubricants India Limited - Employees Stock Option Scheme-2015'' (''the Employees Stock Option Scheme'') for granting stock options not exceeding 2,478,624 equity shares of Rs. 2 each of the Company to the eligible employees as per the above Scheme. The said Employees Stock Option Scheme has been approved by the shareholders vide their resolution dated May 13, 2015.

NOTE 7 :

Gross amount required to be spent by the Company towards Corporate Social Responsibility (CSR) during the year ended March 31, 2015 under 135 of the Companies Act, 2013 is Rs. 208.25 Lakhs against which Company has actually spent Rs. 50.00 Lakhs during the year on purposes other than construction/acquisition of any asset.

NOTE 8 :

Prior year comparatives have been reclassified to conform with current year''s presentation, wherever applicable. Due to the transfer of Lubricants Undertaking pursuant to the Scheme of Arrangement, the current year''s amounts are not comparable with those of the prior year.

 
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