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Explore Gulf Oil Corp connections « Mar 10
Directors Report Year End : Mar '11
Dear Members,
 
 The Directors have pleasure in presenting their Fiftieth Annual Report
 and Audited Accounts for the year ended 31st March 2011.
 
 1.  FINANCIAL RESULTS:
 
                                             2010-11        2009-10
 
                                        Rupees Lakhs   Rupees Lakhs
 
 Profit after providing for Depreciation 
 of Rs.1605.22 lakhs (Rs. 1700.79 lakhs) 
 and before extraordinary items 
 and taxation                                4690.29        3845.62
 
 Exceptional Income                          2011.74        1584.61
 
 Profit Before Taxation                      6702.03        5430.23
 
 Taxation:
 
 Current                                      866.00         541.00
 
 Deferred                                     417.00         382.00
 
 Profit After Taxation                       5419.03        4507.23
 
 Balance brought forward from previous year  8303.87        5857.40
 
 Balance available for appropriation        13722.90       10364.63
 
 Appropriations:
 
 Proposed Dividend                           1982.90        1338.46
 
 Provision for tax on proposed dividend       321.68         222.30
 
 Transfer to General Reserve                  550.00         500.00
 
 Balance carried to Balance Sheet           10868.32        8303.87
 
 EPS                                            6.11           6.06
 
 2.  DIVIDEND
 
 The Directors recommend the payment of Dividend of Rs.2.00 per share
 (Rs.1.80 per share) on the paid up capital of the Company. The dividend
 of Rs.19.83 crores (Rs.13.38 crores), if approved by the Shareholders
 at the Fiftieth Annual General Meeting, will be paid out of the profits
 for the current year to all Shareholders of the Company whose names
 appear on the Register of Members as on date of Book Closure.
 
 3.  OPERATIONS
 
 The total turnover of the Company Rs.1001.02 crores (previous year -
 Rs.1065.66 crores). The profit before exceptional items and taxation
 was Rs.46.90 crores (Rs.38.46 crores). The profit before tax was
 Rs.67.02 crores (Rs.54.30 crores).  The profit after provision for
 current tax of Rs. 8.66 crores and deferred tax of Rs.4.17 crores, was
 Rs.54.19 crores (Rs.  45.07 crores) resulting in an EPS of Rs.6.11 for
 the year (Rs.6.06).
 
 4.  SCHEME OF ARRANGEMENT
 
 During the year it was decided to go through a Scheme of Arrangement
 (the Scheme) involving demerger of the Explosives Undertaking of the
 Company and merger of the same with IDL Explosives Limited (IDL), a
 100% subsidiary of your Company. Under the Scheme, all facilities
 excluding the detonator manufacture facilities at Hyderabad in the
 Explosives Division will be a part of IDL from the effective date The
 Scheme was sanctioned by the Hon''ble High Court of Andhra Pradesh vide
 its Order dated March 15, 2011. The Scheme has become effective on 24th
 May 2011 on filing of the certified copy of the Order of the Hon''ble
 High Court with the Registrar of Companies, Andhra Pradesh, Hyderabad.
 
 Under the Scheme, the Explosives Undertaking gets transferred, at book
 value, to IDL together with all the property, rights, powers,
 liabilities and duties with effect from 1st October 2010, excepting the
 pending legal proceedings. Your Company will receive as consideration
 2,49,000 10% preference shares of face value Rs.100 each at a premium
 of Rs.900 per share from IDL. These preference shares will be
 automatically redeemed at a premium of Rs.900 per share in one or more
 tranches before 12 months from the date of allotment or within 45 days
 of fresh capital infusion in IDL, whichever is earlier.
 
 With the coming into effect of the Scheme, the assets and liabilities
 including Deferred Ta x asset / liabilities in the books of accounts of
 your Company stood reduced to that extent. The effect given to these
 actions are reflected in the audited financial statements for the year
 2010-11.
 
 5.  DIVISIONAL PERFORMANCE
 
 Lubricants
 
 The Lubricants Division has significantly improved performance during
 the Financial Year 2010-11, both in terms of value/volume growth as
 well as profitability. The gross turnover of the Division was at Rs.
 679 crores as against Rs.  563 crores, an increase of 21% over previous
 year and segment margins nearly doubled. Prices of major raw materials
 like base oils started firming up in the 2nd half of the year and
 coupled with increase in prices of additives, packaging etc forced the
 Division to take price increases as a margin management strategy in
 line with other industry players.
 
 The Lubricant Industry growth in overall volumes was at 3-4%.  The
 positive aspect was that the bazaar market continued to grow at 7-8 %
 and the acceptance of ''long-drain'' lubricants was significantly higher.
 The Automobile Industry witnessed positive growth throughout the year
 with Commercial Vehicles segment posting a growth of 27%. Passenger Car
 and Two Wheeler segments also growing at a fast pace of 29% and 26%
 respectively. The overall growth of the automobile industry was
 substantial at over 25% growth. Accordingly, demand conditions in the
 lube industry also remained buoyant for Automotive Lubricants. With
 industrial growth also positive all through the year, the Lubes
 Division has grown in volumes well ahead of the industry and achieved
 faster growth resulting in increased market share.
 
 The objective of the Lubricants Division for achieving higher volume
 growth compared to the industry over the last couple of years was
 successfully continued also during the year. The key strategies, with a
 focus on a segment wise approach backed by channel expansion,
 promotions for trade, influencers and end-users, coupled with brand
 building initiatives, were successfully executed across core segments
 of New Generation Diesel Engine Oils, Motorcycle Oils (4T) and
 Passenger Car Motor Oils. The major highlight of the operations during
 the year has been substantial growth in the highly competitive 4T
 segment which has strengthened the position of the Division''s brands in
 this fast growing market segment.
 
 In spite of increased competition, the Division continued to protect
 and also grow its market share in the important New Generation Diesel
 Engine Oils segment to retain the overall No. 2 position across India,
 in the key bazaar segment.
 
 In the motorcycle segment, the Division launched the Gulf Bikestops – a
 branded workshop concept and covered more than 125 locations across
 India.
 
 The Division continued its technological up-gradation of product
 portfolio in commercial vehicles and launched an Advanced Engine Oil,
 Gulf Super Fleet Dura Max, with high extended life of 80,000 Kms for
 the next generation U trucks launched by Ashok Leyland.
 
 By closely working with the OEM (vehicle manufacturers) a completely
 new range of products like Axle Oils, Transmission Oils and Greases
 were developed and launched with the USP of extended service period.
 The Division has grown its business with key OEMs like Ashok Leyland
 and also forged tie-ups with leading OEM''s like Mahindra (Automotive
 Division) by launching a co-branded range of lubricants with them in
 third quarter of the current year, contributing further to the
 Division''s growth, which has also contributed to the overall growth.
 
 In the Industrial segment, the direct customer base of fleets,
 industries and construction companies has been expanded and the
 Division has added leading ''Build, Operate & Transfer'' ( BOT )
 customers to its fold. The Division also increased sales and market
 share by breaking into new medium sized industries and OEMs.
 
 A new business segment of Adblue with a tie up with Greenchem
 (Netherlands) for meeting the requirement of Euro IV vehicles with SCR,
 after treatment device.
 
 Brand Building
 
 As part of increasing brand visibility and brand building, the Division
 invested in launching mass media campaigns on television and outdoor.
 In addition, the Division continued its signage and wall painting
 programs and the Gulf Cup covering the Dirt Track Championship for
 Motorbikes. The event is being held annually across India.
 
 An innovative consumer scheme – Gulf King of the Road – was launched to
 energise Trade and attract consumers and drive tertiary sales. The
 scheme was promoted through TV advertisements in Hindi, Telugu and
 Tamil channels for an all India reach and supported by High visibility
 programs in the market through a Dealer Display scheme in key cities
 and towns. Rewards were also provided to key influencers – the garage
 mechanics. The Division continued its ground level initiatives in terms
 of retailer, mechanic loyalty programs as well as consumer promotions
 in key products.
 
 5.3 Industrial Explosives
 
 The Explosives Division, after the Scheme of Arrangement is implemented
 from 1st October, 2010, will consist of Blast Initiation Systems
 business which manufactures the full range of packaged bulk explosive
 products and blasting accessories, including cast boosters for the
 mining, civil infrastructure and oil exploration segments. Detonators
 include Plain, Electric, Non-electric & Electronic varieties and
 Detonating Cords of various grammages.
 
 While the business from the national market accounted for 82 % of sales
 turnover, the rest came from exports in the international market. The
 business in the national market dropped by 2%, the business in
 international market grew by 2%.
 
 The Division achieved an overall turnover of Rs. 194 crores during
 F-11, against previous year''s turnover of Rs. 308 crores. The
 Division''s turnover was affected to the extent of Rs. 11 crores, due to
 suspension of operations at Hyderabad for 45 days in September /
 October 2010 by the Petroleum & Explosives Safety Organization (PESO)
 due to alleged non- compliances of rules under the recently released
 Explosive Rules 2008. The suspension was withdraw after submission of
 our replies security audit by PESO.
 
 Bulk Explosives business contributed to approximately 56% of turnover.
 This business achieved negative growth by 10% over previous year, due
 to lower demand arising out of stringent implementation of new PESO
 rules and consequent withdrawal of permission for outsourcing products
 of other manufacturers having spare capacity.
 
 While all operations of the Explosives Division were previously covered
 under Quality Management System, the Division carried out diligent
 exercises for implementing the Integrated Management System (IMS) where
 Environmental Management System (ISO 14001-2004) and Occupational
 Health & Safety Management System (BS OHSAS 18001- 2007) are integrated
 with the organization''s systems and processes into one framework. TUV
 Rheinland audited and re- certified the Quality Management System
 (QMS) against ISO 9001:2008 Standard during August 2010. The Adequacy
 and Stage I Audits for EMS & OHSAS were carried out during the year and
 the final certification audit was completed in April 2011.
 
 Performance of User Industry
 
 The Explosives Division products are consumed largely by Mining and
 Infrastructure industries. Amongst mining industries, the coal mining
 industry consumes more than 60 % of products. The production
 performance of Coal India Limited (CIL), a coal major is below par to
 the extent of 5% in F-11. Other mining industries like iron ore, lime
 stone mines (related to steel and cement) also did not fare well
 compared to previous year; and their production was less than the
 previous year. The mining industry on an overall basis, did not fare as
 expected due to stringent implementation of environmental laws in the
 year 2010-11. In fact, as per official GDP details issued by the
 Central Statistical Organisation, the revised estimates for 2010-11
 indicate that Mining and Quarrying activity grew by only 5.9% in F-11
 as against 9.9% F-10.
 
 5.4 Mining and Infrastructure (IDLconsult)
 
 The performance of Mining and Infrastructure Division (IDL Consult)
 during the year was lukewarm. The mining contracts in the Iron ore
 block of Orissa which was contributing to the business of the Division
 over the last four years was affected due to the statutory restrictions
 from the State and Central Governments on account of lease areas
 allowed for mining and environmental exigencies. As a result, the
 Division ended the year with the revenue of Rs.126 crores as against
 Rs.194 crores in the previous year. No new projects were undertaken
 during the year, but another large coal mining project at Nigahi under
 Northern Coalfields Limited, Singrauli was completed ahead of schedule.
 The activities of the Division were therefore reduced considerably
 during the year.
 
 Uranium ore mining project for Uranium Corporation of India under the
 Department of Atomic Energy was fully operational with the installation
 of all equipments required for the project. The Uranium mine started
 from February 2010 but has been slowed down due to local issues. We
 expect this work to continue in full swing in the current year.
 
 The Division had undertaken an ambitious project for implementing an
 Integrated Management System covering Quality, Safety, Occupation
 Health and Environment. The efforts of the Division in achieving ISO
 14001 and OHSAS 18001 were completed.
 
 The Division has now received certification under ISO 9001 (Quality
 Management System) from TUV Sud and the ISO 14001 and BS OHSAS 18001
 from BSI.
 
 5.5 Other Business Groups
 
 The 4 Wind Mills ( 1 MW ) located at Ramagiri in Andhra Pradesh
 generated 2,01,600 units (4,00,900 units). The Hyderabad factory
 received the benefit of the generation through the APTRANSCO grid.
 
 5.6 Exports
 
 Sales of explosives and blasting accessories dipped to Rs.315 million
 during F-11 as against Rs.458 million in the previous year. This was
 due to general economic slowdown in both Europe and Middle East; piracy
 on the high seas around the ''Horn of Africa''; shutdown of the Hyderabad
 Plant for 45 days; affected product availability; and strict imposition
 of maximum shipment of 500 MT gross weight by the Naval Armament Depot
 contributed to the negative growth.
 
 Business focus was re-aligned to protect margins through price
 increase, optimizing product mix, improving aesthetics, maintaining
 world-class quality levels. Re-design and rationalization of packing of
 export products with an objective of optimizing unit weight – volume
 helped reduce shipping costs.
 
 Actions initiated for penetrating the African and South American
 markets and first time shipments successfully executed.  Special
 Products Group also exported for the first time.
 
 CE marking was extended to the entire range of Explosives, Detonators
 and Detonating Cord products. Our Company is the only manufacturer in
 India to have such extensive coverage.
 
 The exports of the Lubricants Division were at 1487 KL as compared to
 3547 KL in 2009-10. Exports turnover of Lubricant products was Rs.
 13.34 crores against Rs. 22.26 crores in 2009-10. The Division is
 exporting its products mainly to Africa, Bangladesh and highly
 competitive Middle-East markets and exploring other regions such as
 South East Asia for further growth in exports.
 
 5.7 Property Development
 
 During the year the layout design of the IT / ITES Park at Bangalore
 was modified to take into account further widening of the Highway and
 creation of the elevated metro rail along the highway. The land to be
 acquired by the Government for the purpose was finalised and the final
 layout confirmed. Construction activities are to start shortly.
 
 At Hyderabad, town planning work on the property under development is
 being tuned to the final alignment of the 100 ft. road through the
 property as per the Hyderabad Master Plan being implemented by Greater
 Hyderabad Municipal Corporation ( GHMC ) and Hyderabad Metro
 Development Authority (HMDA). As a result of the widening of the road,
 the Company will be required to surrender land through the centre and
 along the periphery of the property under development. Road work by
 GHMC is currently under way at the Company''s premises in Kukatpally.
 
 
 7.  FIXED DEPOSITS
 
 Fixed Deposits from the public and the shareholders as on 31st March
 2011 amounted to Rs.384.67 lakhs (Rs.510.69 lakhs). At the end of 31st
 March 2011, 44 deposits amounting to Rs.172.76 lakhs (Rs.7.71 lakhs),
 which had matured, remained unclaimed. Of these, 40 deposits amounting
 to Rs.166.52 lakhs had matured only on 31st March 2011, most of which
 have been renewed/repaid to the depositors in the month of April''11.
 
 8.  TAXATION Orissa Sales Tax
 
 The matter pertains to transfer of finished goods from the Rourkela
 factory situated in the State of Orissa to other States, in respect of
 10 assessment years viz., 1976-77 to 1983-84, 1989-90 & 1990-91.
 Subsequent to the dismissal of the Review Petition in the Orissa High
 Court, the Company had filed a Special Leave Petition in the Supreme
 Court and in terms of the liberty granted by the Supreme Court, the
 Company had filed Tax Revision Petition and a Staty Petition against
 demand notices, before the Commissioner of Commercial Taxes, Orissa.
 The Stay Petition was dismissed and the Company has filed a Writ
 Petition before the Orissa High Court. The Tax Revision Petition is
 pending before the Orissa State Commercial Taxes Authorities.
 
 9.  RESEARCH AND DEVELOPMENT
 
 The R&D Laboratory at Hyderabad contributed significantly to the
 Company''s business during the year. The projects carried out and
 achievements include:
 
 a) Development of implementation of new techniques and processes for
 the manufacture of emulsions with improved quality and shelf life and
 other products.
 
 b) Development of high energetic materials for defence applications.
 
 c) Development of new products for boostering applications and
 over-seas markets.
 
 d) Production and Evaluation of indigenous ''Fully Field Programmable''
 Electronic Detonators.
 
 Benefits were derived as a result of work carried out by R&D on cost
 optimization and improvements in the quality of products. Work will
 continue for developing new explosive systems for underground coal
 mines and other mining applications, new versions of e-DET electronic
 Detonator and processing techniques for improved quality, safety and
 shelf life.
 
 The R&D Centre of the Lubricants Division at Silvassa developed
 formulations for high performance engine oils, gear and transmission
 oils, and motor cycle oil to meet current and future market
 requirements. High performance diesel engine oils were validated in
 commercial vehicles with different after treatment technologies meeting
 the latest BS IV emission norms. The Industrial portfolio was expanded
 by developing synthetic gear oil for wind turbine, metal working fluids
 and rust preventives. R&D activities also continued in developing
 alternate formulations to improve the flexibility in overall operations
 or to reduce / manage costs.
 
 A major achievement for the year for your Company was to be first Oil
 Company to launch extended drain oils for engine, transmission and Axle
 for Ashok Leyland U trucks. The Division also established long drain
 capability for CNG vehicles through trial.
 
 10.  SUBSIDIARIES
 
 Gulf Oil Bangladesh Limited reported a profit of Rs. 67.45 lakhs
 (Rs.97.51 lakhs).
 
 PT. Gulf Oil Lubricants Indonesia reported a profit of Rs. 48.14 lakhs
 (Rs. 55.52 lakhs).
 
 Gulf Oil (Yantai) Co. Ltd. reported a profit of Rs. 261.43 lakhs (
 Rs.84.58 lakhs).
 
 Hinduja Infrastructure Limited reported a profit of Rs. 0.02 lakhs (
 Rs.0.07 lakhs).
 
 IDL Buildware Limited incurred a loss of Rs. 144.47 lakhs (Rs.180.74
 lakhs) after closure of the factory at Vizag.
 
 Gulf Carosserie Limited reported a loss of Rs. 0.20 lakhs (Rs.0.24
 lakhs).
 
 IDL Explosives Limited, which was incorporated during the year,
 reported a profit of Rs.27.69 lakhs, on implementation of the Scheme of
 Arrangement.
 
 
 17.  INFORMATION ON STOCK EXCHANGES
 
 The Equity shares of the Company are listed on Bombay Stock Exchange
 Limited and the National Stock Exchange of India Limited and the
 Listing Fees have been paid to them uptodate.
 
 18.  CORPORATE GOVERNANCE
 
 A detailed report on the subject forms part of this report. The
 Statutory Auditors of the Company have examined the Company''s
 compliance and have certified the same as required under the SEBI
 Guidelines. Such certificate is reproduced in this Annual Report.
 
 19.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 The Directors, on the basis of informative documents made available to
 them, confirm that:
 
 a.  In the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures.
 
 b. They 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 or loss
 of the Company for that period.
 
 c.  They have taken proper and sufficient care for the maintenance of
 the adequate accounting records in accordance with the provisions of
 the Companies Act, 1956 for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 d.  They have prepared the annual accounts on a going concern basis.
 
 20.  SUBSIDIARY COMPANIES
 
 In the context of mandatory requirement to present consolidated
 position of the Company including subsidiaries, at the first instance,
 members are being provided with the Report and Accounts of the Company
 treating these as abridged accounts as contemplated by Section 219 of
 the Companies Act, 1956. Members desirous of receiving the full Report
 and Accounts of the subsidiaries, which are available for inspection at
 the Registered Office of the Company, will be provided the same on
 receipt of a written request from them. In terms of MCA Circular dated
 8th February, 2011, the Board has given consent for not attaching
 balance sheets and other financial statements of the subsidiary
 companies, by passing a resolution to this effect. However, specified
 information of each of the subsidiary company has been provided in this
 annual report.
 
 21.  AUDITORS
 
 M/s Deloitte Haskins & Sells and M/s Shah and Co., Chartered
 Accountants retire at the ensuing Annual General Meeting and are
 eligible for re-appointment. The Company has received confirmation that
 their appointment will be within the limits prescribed under Section
 224(1B) of the Companies Act, 1956.
 
 ACKNOWLEDGEMENTS
 
 While celebrating 50 years of your Company''s activities, your Directors
 place on record their sincere appreciation for the dedication and
 commitment of the employees and their contribution to the significant
 growth of your Company. Your Directors would also like to express their
 appreciation for the assistance and co-operation received from the
 financial institutions, banks, Government of India and various State
 Government authorities and agencies, customers, vendors and
 shareholders during the year under review. We look forward to their
 continued support in the years ahead.
 
                             For and on behalf of the Board of Directors
 
 Place : Mumbai                                            S. G. HINDUJA
 
 Date : May 25, 2011                                            Chairman
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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