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
(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
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
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).
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.