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Gulf Oil Corporation Limited

Gulf Oil Corporation Limited


FORTY NINTH ANNUAL REPORT 2009-2010
Board of Directors
(As on 14th May, 2010)
S. G. Hinduja, Chairman
R. P. Hinduja, Vice Chairman
K. N. Venkatasubramanian
P. N. Ghatalia (till 13.8.2009)
H. C. Asher
M. S. Ramachandran
Ashok Kini
Prakash Shah
Kanchan Chitale (w.e.f. 5.10.2009)
Vinoo S Hinduja
V. Ramesh Rao
Vinod K Dasari
S. Pramanik, Managing Director
A. K. Das, Alternate to S. G. Hinduja
A. V. Dujean, Alternate to R. P. Hinduja
Prabal Banerjee, Alternate to Vinoo S Hinduja
Committees of the Board:
Audit Kanchan Chitale, Chairperson H. C. Asher Ashok Kini
Share Transfer & Investors' Grievance Ashok Kini, Chairman S. Pramanik Vinod K. Dasari
Remuneration Prakash Shah, Chairman H. C. Asher M. S. Ramachandran Vinoo S Hinduja
Safety Review Vinod K. Dasari, Chairman Ashok Kini K.N. Venkatasubramanian
Investment Appraisal & Project Review M. S. Ramachandran, Chairman Vinoo S Hinduja Vinod K. Dasari

Executive Team:
Corporate S. Subramanian CFO & Company Secretary Y.V. Siva Reddy G.M. (Internal Audit)
Lubricants Division Ravi Chawla President (Lubricants) Amrish Kathane Sr. GM (Supply Chain)
Y.P. Rao Sr. V.P. (Technical) Manish Gangwal G.M. (Finance & Accounts)
R. Varadarajan Sr. V.P. (Sales & Business Development) Alok Mahajan G.M. (Marketing)
Explosives & Raman Gopal President (IDL Divisions) Dr. Mohan Kidambi Sr. GM (Explosives Operations)
Contracts Divisions S. Chakrabarti Chief Operating Officer (Explosives) A. D. Sao Sr. GM (Marketing & Explosives)
T.T. Das General Manager - Consult A.M. Kazmi GM (Exports)

Company Secretary S. Subramanian


Deputy Company Secretary A. Satyanarayana
Bankers State Bank of India Andhra Bank
State Bank of Hyderabad IDBI Bank Ltd
Oriental Bank of Commerce Bank of Bahrain & Kuwait B.S.C.
ICICI Bank Limited HSBC Bank
Auditors Deloitte Haskins & Sells, Chartered Accountants, Secunderabad,
Shah & Co., Chartered Accountants, Mumbai. (Branch Auditors)
Registered/ Kukatpally,
Corporate Office Hyderabad - 500 072
Andhra Pradesh

CONTENTS
Ten Year Review ................................................................2 Auditors’ Report ................................................................32
Chairman's Letter ...............................................................4 Balance Sheet ..................................................................36
Notice .................................................................................6 Profit and Loss Account....................................................37
Directors’ Report...............................................................10 Balance Sheet Abstract ....................................................64
Corporate Governance Report .........................................22 Consolidated Balance Sheet ............................................66
Shareholders’ Information ................................................27 Consolidated Profit and Loss Account..............................67

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Gulf Oil Corporation Limited

A TEN YEAR REVIEW


(Rs. lakhs)

Year 2009-10 2008-09 2007-08 2006-07 2005-06 2004-05 2003-04 2002-03 2001-02 2000-01

INCOME & DIVIDENDS

Turnover 106565.94 99588.84 83321.52 66865.64 50724.65 47340.47 41551.04 40534.71 25250.68 19569.69

Profit Before Tax 5430.23 3875.41 2970.60 3183.37 2543.43 2215.07 2798.39 1132.93 978.55 6084.32

Profit After Tax 4507.23 2904.38 2513.17 2300.59 2278.6 2003.07 2290.80 1531.52 769.55 5464.32

Profit After Tax as 4.23% 2.92% 3.02% 3.44% 4.49% 4.23% 5.51% 3.78% 3.05% 27.92%
percentage of Sales

Earnings Per Share (Rs.) 6.06# 3.91# 3.42 # 16.58 16.43 14.44 16.51 11.04 8.12 68.29

Dividend per fully paid 1.80# 1.70# 1.50 # 7.50 7.00 6.50 6.00 5.00 3.00 5.00
Equity Share (Rs.)

Dividend 1338.46 1264.10 1115.38 1115.38 971.02 901.66 832.30 693.59 416.15 400.09

(Rs. lakhs)

Year 2009-10 2008-09 2007-08 2006-07 2005-06 2004-05 2003-04 2002-03 2001-02 2000-01

CAPITAL EMPLOYED

Net Fixed Assets 58103.87 60676.59 200424.32 15647.14 11367.26 10560.95 8215.47 7943.98 8024.33 4196.39

Net Working Capital 11456.40 17835.12 22592.43 14451.81 9597.43 8130.11 9837.19 12593.26 17173.69 10046.86

Other Assets 3204.01 3595.94 6992.93 7980.24 5278.71 4839.49 2394.70 984.10 2211.82 1404.98

Total Capital Employed 72764.28 82107.65 230009.68 38079.19 26243.4 23530.55 20447.36 21521.34 27409.84 15648.23

(Rs. lakhs)

Year 2009-10 2008-09 2007-08 2006-07 2005-06 2004-05 2003-04 2002-03 2001-02 2000-01

NETWORTH & LOANS

Shareholders’ Funds:

Capital 1487.17 1487.17 1487.17 1387.17 1387.17 1387.17 1387.17 1387.17 1387.17 800.17

Reserves 40789.77 39794.17 203901.39 14388.71 13393.06 12221.67 11246.72 10454.43 12943.00 9317.35

Tangible Networth 42276.94 41281.34 204717.18 15237.06 14284.78 12827.12 12045.21 11841.60 14330.17 10117.52

Secured Loans 17074.51 17122.63 13457.72 15547.27 8147.69 8243.71 6224.07 7593.02 11206.99 3965.37

No.of Shareholders at 61276 59476 56218 43790 43840 45893 47605 48945 46969 47393
year end

Note: Sales figure includes Excise Duty


# Equity Shares of face value of Rs. 2 each. Previous years face value Rs. 10 each.

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Gulf Oil Corporation Limited

Turnover Segment-wise Turnover


( ` Crores ) ( ` Crores )
563
1200 1066 507
996
1000 420
833 600 396

800 669 500 287


308
507 400 277
600 214
300 148 169
211 194
400
200 141
200 72 64
100
0 0
2005-06 2006-07 2007-08 2008-09 2009-10 2005-06 2006-07 2007-08 2008-09 2009-10

Lubricants Explosives Mining & Infrastructure

PAT, PBT and Dividend Payout Dividend per share and EPS
( ` Crores ) (`)
54
6.06
60.00
39 45
50.00 6.00 3.91
32 30 3.42
40.00 25 3.29 3.32
29
23 23 25 4.00
30.00
`
20.00 13 13 1.50 1.50 1.70 1.80
11 11 2.00 1.40
10
10.00
0.00 0.00
2005-06 2006-07 2007-08 2008-09 2009-10 2005-06 2006-07 2007-08 2008-09 2009-10

PBT PAT Dividend Payout Dividend per Share EPS

Disposal Of Revenue - F 2010 Number of Shareholders


Employee
Cost
8%
Cost of
Expenses
Material
on Operation 80000 59476 61276
46%
Contract 56218
15%
60000 43840 43790

40000
Other
Expenses Net of
Exceptional item 20000
20%
Retained
Earnings 0
3% Interest 2005-06 2006-07 2007-08 2008-09 2009-10
Dividend & 3%
Dividend Tax Provision Depreciation
2% for Taxation 2%
1%

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Chairman's Letter

Dear Shareholders,

The Indian economy continues to surge ahead registering a growth of 7.5% in 2009-10 with an 8.6% Y-o-Y
growth in the 4th quarter. The growth has been driven by robust performance of the manufacturing sector on
the back of Government and consumer spending and, incidentally, exceeded the Government’s own forecast
for the year. Such a performance is conducive to business as a whole Thanks to this, your Company has
crossed the Rs. 1000 crores turnover mark – a significant milestone for the Company.
The Automobile industry reported a 26% growth in sales in 2009-10 whilst mining and quarrying grew by over
10% and electricity supply by 6.6%. Backed by this strong demand, all the three Divisions namely Lubricants,
Industrial Explosives and Mining and Infrastructure Contracts of the Company showed growth in business.
The Lubricants business – the largest Division, performed well. Sales grew by 11% to Rs. 563 crores. Industrial
Explosives performed well this year and also achieved a turnover of Rs. 308 crores, a growth of 11%. The
Mining and Infrastructure Division was roughly at the same level as last year at Rs. 194 crores of service
income, due to a major project having been completed in Q2 of the previous year.

NEW INITIATIVES
Lubricants
Our endeavour to continuously provide the best projects and applications to our customers has given us
the impetus to develop several new initiatives during the year. In the Lubricants Division, we have taken
further initiatives to continue with our brand building exercise which we started a few years ago and we have
been able to increase our market share by breaking into new fleets, construction equipment users, medium
sized industries and OEMs. New product promotions aimed at 3-wheeler commercial segments and their
commercial vehicles yielded encouraging results. Aggressive positioning in the bazaar markets in Northern
and Western Regions achieved for the Division one of the highest growth rate as per the AC Nielson Retail
Audit Report.
Industrial Explosives Business
The Explosives business had developed cartridged emulsion products which were being toll manufactured.
With the growing requirement of the product and its specialised applications, the Division commissioned a
packaged emulsion explosives facility at Rourkela which would be fully operative in the current year. The
special quality explosives have found good acceptance in the civil infrastructure tunneling and trade sectors.

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Gulf Oil Corporation Limited

At the same time new packaged explosives for underground coal mining were developed in collaboration
with the Central Institute of Mining and Fuel Research, Dhanbad, and commercialised during the year. A new
product range of fully field programmable electronic detonators have been developed through the Division’s
R&D efforts as part of the electronic detonator project started 3 years ago. These new field programmable
detonators are required for specialised applications by our customers especially for critical environmental
requirements at their sites.
Contracts Business
The Mining and Infrastructure Contracts Division has been awarded a prestigious contract by the Uranium
Corporation of India. This will be a major milestone for the business and will enhance its experience and
capabilities further.

CONCERN AREAS
Overall input prices will remain a cause for concern. The high inflation and fluctuating global prices for crude
could affect raw material prices and impact margins. Whilst our businesses are taking action to neutralise
these likely increases by proactive steps, planned purchases and cost optimization in all areas, the rising input
prices could impact margins in the current year.

EXPORTS
The exports by the Company increased to Rs. 68 crores from Rs. 51 crores. Our exports from Lubricants and
Industrial Explosives Divisions are mainly to South East Asia, Middle East, Africa and Southern Europe. The
Explosives Division has received the prestigious CAPEXIL Award for their efforts.

PROPERTY DEVELOPMENT
Property Development at Bangalore has now started as the demand for properties has revived. The
development of 5.05 mn sq.ft. is being taken up and will cover hotel, retail outlets, commercial malls and
serviced apartments. The construction work at Bangalore will commence in the current year. Further work on
the Hyderabad property was held up due to the 100 ft. connector road being finalised by the GHMC. This issue
has recently been resolved and architectural work and development has been commenced.

RIGHTS ISSUE
The formalities connected with Rights Issue announced last year have been completed and offer letters are
being sent to all eligible shareholders shortly. The Board has as an appreciative gesture decided to price the
Rights to recognize the co-operation and support received from the shareholders over the years.

As the Company enters its 50th year our outlook to the future continues to be optimistic and is driven by the
growth story of India Inc. We will remain committed to growth, good governance and consistently enhancing
shareholder value. I am sure with your support and commitment and energy of our employees, Gulf Oil will
scale newer heights in the years ahead.

S. G. Hinduja
August 2, 2010. CHAIRMAN

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Gulf Oil Corporation Limited

NOTICE OF THE FORTY NINTH ANNUAL GENERAL MEETING

NOTICE is hereby given that the Forty Ninth Annual General Meeting of the Company will be held at 2.30 p.m. on
Thursday, the 23rd day of September, 2010 at Emerald-1, Hotel Taj Krishna, Banjara Hills, Hyderabad - 500034 to
transact the following:

ORDINARY BUSINESS

1. To consider and adopt the Directors’ Report, the Auditors’ Report, the Balance Sheet as at 31st March 2010 and the
Profit and Loss Account for the year ended 31st March 2010.

2. To declare dividend for the financial year ended 31st March 2010.

3. To appoint a Director in place of Mr. Ashok Kini, who retires by rotation under Article 122 of the Articles of Association
of the Company and is eligible for re-appointment.

4. To appoint a Director in place of Mr. Vinod K Dasari, who retires by rotation under Article 122 of the Articles of
Association of the Company and is eligible for re-appointment.

5. To appoint a Director in place of Ms. Vinoo S Hinduja, who retires by rotation under Article 122 of the Articles of
Association of the Company and is eligible for re-appointment.

6. To appoint a Director in place of Mr. Ramesh V Rao, who retires by rotation under Article 122 of the Articles of
Association of the Company and is eligible for re-appointment.

7. To consider, and if thought fit, to pass, with or without modification, the following Resolution as an Ordinary
Resolution:

“RESOLVED that M/s Deloitte Haskins & Sells, Chartered Accountants, Secunderabad be and are hereby appointed
Auditors of the Company from the conclusion of this meeting until the conclusion of the next Annual General Meeting
on a remuneration to be negotiated and fixed by the Audit Committee/Board of Directors of the Company in addition
to actual out-of-pocket expenses incurred by them for the purpose of audit.”

8. To consider, and if thought fit, to pass, with or without modification, the following resolution as an Ordinary
Resolution:

“RESOLVED that M/s. Shah & Co., Chartered Accountants, Mumbai be and are hereby appointed as Branch
Auditors of the Company for its Lubricants Division at Mumbai from the conclusion of this meeting until the conclusion
of the next Annual General Meeting on a remuneration to be negotiated and fixed by the Audit Committee/Board of
Directors of the Company in addition to actual out-of-pocket expenses incurred by them for the purpose of audit.”

SPECIAL BUSINESS:

9. To consider, and if thought fit, to pass, with or without modifications, the following resolution as a Special
Resolution:

“RESOLVED that in supersession of previous resolution passed by the Members of the Company at their Meeting
held on 31st July 2009 and pursuant to the provisions of Section 81(1A) and all other applicable provisions, if any, of
the Companies Act, 1956, the Foreign Exchange Management Act, 1999 (including any statutory modification(s) or
re-enactment thereof for the time being in force), and the applicable laws, Rules, Guidelines, Regulations, Notifications
and Circulars, if any, issued by the Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI), the
Government of India (GOI), the Foreign Investment Promotion Board (FIPB), and other concerned and relevant
authorities, and other applicable Indian laws, rules and regulations, if any, and relevant provisions of Memorandum
and Articles of Association of the Company and the Listing Agreement(s) entered into by the Company with the Stock
Exchanges where the Shares of the Company are listed and subject to such approval(s), consent(s) permission(s)
and/ or sanctions(s) as may be required from GOI, FIPB, RBI, SEBI and any other appropriate authorities, institutions
or bodies, as may be necessary and subject to such conditions as may be prescribed by any of them while granting
any such approval, consent, permission or sanction which may be agreed by the Board of Directors of the Company
(“the Board”) (which term shall be deemed to include ‘Offering Committee’ or any other Committee constituted or
hereafter be constituted for the time being exercising the powers conferred on the Board by this Resolution), which
the Board be and is hereby authorized to accept, if it thinks fit in the interest of the Company, the consent and
approval of the Company be and is hereby accorded to the Board to create, issue, offer and allot, from time to time,

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Gulf Oil Corporation Limited

Securities (as defined below) in the form of Equity or other Shares, Warrants, Bonds or Debentures, Depository
Receipts, (whether Global Depository Receipts (GDRs), American Depository Receipts (ADRs), Indian Depository
Receipts (IDRs) or any other form of Depository Receipts), or any other debt instrument either convertible or
non-convertible into Equity or any other Shares whether optionally or otherwise, including Foreign Currency
Convertible Bonds representing any type of securities (FCCBs), whether expressed in Foreign Currency or Indian
Rupees (all or any of which are hereinafter referred to as “Securities”) whether secured or unsecured, and further the
Board be and is hereby authorized, subject to applicable laws and regulations, to issue the Securities to investors
(including but not limited to Foreign Banks, Financial Institutions, Foreign Institutional Investors, Qualified Institutional
Buyers, Mutual Funds, Companies, other Corporate Bodies, Non- Resident Indians, Foreign Nationals and other
eligible investors as may be decided by the Board (hereinafter referred to as “Investors”) whether or not such Investors
are members, promoters or directors of the company or their relatives or associates, by way of one or more private
and/ or public offerings (and whether in any domestic and/ or international market(s), through a public issue(s),
private placement(s), Qualified Institutional Placement(s), preferential issue(s) or a combination thereof in such
manner and on such terms and conditions as the Board deems appropriate at its absolute discretion provided that
the issue size shall not exceed US$100 million or Rs.450 crores inclusive of such premium as may be payable on
the Equity Shares or any other Security, at such time or times and at such price or prices and in such tranche or
tranches as the Board in its absolute discretion deems fit.

RESOLVED FURTHER THAT in the event the Company proposes to issue Securities through Preferential Issue, the
‘Relevant Date’ in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirement) Regulations, 2009 shall be 23rd August, 2010, being the date 30 days prior to the date of this Annual
General Meeting or such other date as may be prescribed.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the aforesaid issuance of the
Securities shall be subject to such terms or conditions as are in accordance with prevalent market practices and
applicable Laws and Regulations, including but not limited to, the terms and conditions relating to payment of interest,
dividend, premium on redemption, the terms for issue of additional Shares or variations in the price or period of
conversion of Securities into Equity Shares or terms pertaining to voting rights or options for redemption of
Securities.

RESOLVED FURTHER that the Board be and is hereby authorised to seek, at its absolute discretion, listing of
Securities issued and allotted in pursuance of this resolution, on any Stock Exchanges in India, and/or Luxembourg/
London/Nasdaq/New York Stock Exchanges and/or any other Overseas Stock Exchanges.

RESOLVED FURTHER that the Board be and is hereby authorised to issue and allot such number of Equity Shares
as may be required to be issued and allotted upon conversion of any Securities referred above as may be necessary
in accordance with the terms of offering, and that the Equity Shares so allotted shall rank in all respects pari passu
with the existing Equity Shares of the Company.

RESOLVED FURTHER that subject to the approval(s), consent(s), permission(s) and/ or sanctions(s) stated above,
the Company be and is hereby authorized to retain oversubscription/ green-shoe issue option up to 25% of the
amount issued and the Board be and is hereby authorised to decide the quantum of oversubscription to be retained
as also any other matter relating to or arising therefrom.

RESOLVED FURTHER that the Board be and is hereby authorised to do all such acts, deeds, matters and things
as it may at its discretion deem necessary or desirable for such purpose including, if necessary, creation of such
mortgages and/or charges in respect of the Securities on the whole or any part of the undertaking of the Company
under Section 293(1)(a) of the Companies Act, 1956 or otherwise and to execute such documents or writings as it
may consider necessary or proper and incidental to this Resolution.

“RESOLVED FURTHER that the Board be and is hereby authorised to do all such acts, deeds, matters and things
and to decide upon, as it may at its discretion deem necessary, expedient or desirable in relation to all or any of
aforesaid purpose including without limitation to the utilization of issue proceeds, finalizing the pricing, terms and
conditions relating to the issue of aforesaid Securities including amendments or modifications thereto as may be
deemed fit by them, to sign, execute and issue consolidated receipt/s for the Securities, listing application, various
agreements such as Subscription Agreement, Depository Agreement, Trustee Agreement, undertakings, deeds,
declarations, Letters and all other documents or papers and to do all such acts, deeds, matters and things, and to
comply with all formalities as may be required in connection with and incidental to the aforesaid offering of Securities
or anything in relation thereto, including but not limited to the post issue formalities and with power on behalf of the
Company to settle any question, difficulties or doubts that may arise in regard to any such creation, issuance, offer
or allotment of the Securities as it may in its absolute discretion deem fit.

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Gulf Oil Corporation Limited

“RESOLVED FURTHER that the Board be and is hereby authorized to enter into and execute all such arrangements/
agreements as may be required for appointing Managers (including lead managers), merchant bankers, underwriters,
financial and/or legal advisors, tax advisors, consultants, depositories, custodians, principal paying/transfer/
conversion agents, listing agents, registrars, trustees and/ or all such agencies as may be involved or concerned in
such offerings of Securities, whether in India or abroad, and to remunerate all such agencies including the payment
of commissions, brokerage, fees or the likes, and also to seek the listing of such Securities or Securities representing
the same in one or more stock exchanges whether in India or outside India, as it may be deem fit.”

14th May 2010 By Order of the Board

Registered Office: S. SUBRAMANIAN


Kukatpally, Post Bag No.1 Chief Financial Officer &
Sanathnagar (IE) PO Company Secretary
Hyderabad - 500018

Notes:
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE
INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER.
Proxies, in order to be effective, should be duly stamped, completed, signed and deposited at the Registered
Office of the Company not less than 48 hours before the meeting.
2. An Explanatory Statement pursuant to Section 173 of the Companies Act 1956, relating to the Special Business to
be transacted at the meeting is annexed hereto.
3. The Register of Members and Share Transfer Books will be closed on 29th July, 2010 in connection with the ensuing
Annual General Meeting and the payment of Dividend.
4. Dividend recommended by the Board and approved by the Members at the AGM, will be paid on or before
22nd October, 2010. In respect of shares held in physical form, the dividend will be payable to those members whose
names appear on the Register of Members on 29th July, 2010. In respect of shares held in electronic form, dividend
will be payable to beneficial owners of the shares as on 29th July, 2010 as per details furnished by the Depositories
for this purpose.
5. In terms of Sections 205A and 205C of the Companies Act, 1956, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the date of transfer to the unpaid dividend account, is required to be
transferred to the Investor Education and Protection Fund. Accordingly, in the year 2010-11, the Company would be
transferring the unclaimed dividend for the year 2002-03 to the Investor Education and Protection Fund. Members
who have not encashed their dividend warrant for the year ended March 31, 2003 or thereafter are requested to write
to the Company/Registrars and Share Transfer Agents.
6. Members holding shares in dematerialized mode are requested to instruct their respective Depository Participants
regarding Bank Accounts in which they wish to receive the dividend. However, the Bank details as furnished by the
respective Depositories to your Company will be used for the purpose of distribution of dividend through Electronic
Clearing Service (ECS) as directed by the Stock Exchanges. Your Company/Registrar and Share Transfer Agents
will not act on any direct request from Members holding shares in dematerialized form for change/deletion of such
Bank details.
7. Members holding shares in physical form are requested to inform the Company/ Registrars and Share Transfer
Agents of any change in their addresses immediately for future communication at their correct addresses and
Members holding shares in demat form are requested to notify to their Depository Participants.
8. Members holding shares in identical order of names in more than one folio are requested to write to the Company’s
Share Transfer Agents to enable them to consolidate their holdings into one folio.
9. As required under Clause 49 of the Listing Agreement, brief information of Directors, being appointed/reappointed,
is given in the Directors’ Report.
10. Members requiring any clarification/information on any report/statements, are requested to send their queries to the
Registered Office of the Company, at least 10 days before the date of the AGM.
11. Members are requested to quote their folio numbers/ DP ID and Client ID numbers in all correspondence with the
Company and the Registrar and the Share Transfer Agent.

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Gulf Oil Corporation Limited

ANNEXURE TO THE NOTICE


Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956.

Item No.9

The global economy has been undergoing weakness in many parts of the developed world, though the Indian economy
appears to be promising. In this background, conditions for raising of financial resources from overseas markets have not
been conducive. Hence, the Company could not raise any amounts based on the similar resolution approved by the
shareholders at the last Annual General Meeting. The validity period of the shareholders resolution is one year and hence
the need to pass the resolution once again.

With a view to augment long term financial resources of the Company and to meet costs in connection with the expansion,
diversification projects and other permissible uses, it is proposed to raise an amount not exceeding US$ 100 millions or
Rs.450crores through issue of Foreign Currency Convertible Bonds (FCCBs) and / or American Depository Receipts
(ADRs) or Global Depository Receipts (GDRs) and/or Qualified Institutional Placement and/or any other suitable financial
instruments as contained in the Resolution.

The FCCBs/ADRs/GDRs/any other financial instruments including Qualified Institutions Placement, would be listed on the
London and/or any other Stock Exchange within or outside India.

The Special Resolution gives adequate flexibility and discretion to the Board to finalise the terms of the issue at the
relevant time in consultation with the lead managers, underwriters, legal advisers and experts or such other authorities as
need to be consulted including in relation to the pricing of the issue.

The consent of the shareholders, is therefore, sought to authorise the Board to issue the securities in the manner
mentioned in this Resolution.

The Directors may be deemed to be concerned or interested in the resolution to the extent any securities are issued, held
or transferred to the Directors or any company in which any Director is directly or indirectly concerned or interested as a
director or shareholder or to any firm in which he/she may be a partner or to any of his/her relatives or entities in which
he/she or such relative is directly or indirectly concerned or interested.

14th May 2010 By Order of the Board

Registered Office: S. SUBRAMANIAN


Kukatpally, Post Bag No.1 Chief Financial Officer &
Sanathnagar (IE) PO Company Secretary
Hyderabad - 500018

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Gulf Oil Corporation Limited

REPORT OF THE BOARD OF DIRECTORS AND MANAGEMENT DISCUSSION AND


ANALYSIS TO SHAREHOLDERS FOR THE YEAR ENDED 31ST MARCH, 2010

Your Directors have pleasure in presenting their Forty Ninth Annual Report and Audited Accounts for the year ended
31st March 2010.

1. FINANCIAL RESULTS
2009-10 2008-09
Rupees Lakhs Rupees Lakhs

Profit after providing for Depreciation of Rs.1700.79 lakhs


(Rs. 1537.24 lakhs) and before extraordinary items and taxation 3845.62 3875.41
Exceptional Income 1584.61 -

Profit Before Taxation 5430.23 3875.41

Taxation:

Current 541.00 509.00

Deferred 382.00 387.01

FBT - 116.02

MAT Credit - (41.00)

Profit After Taxation 4507.23 2904.38

Balance brought forward from previous year 5857.40 4801.95

Balance available for appropriation 10364.63 7706.33

Appropriations:

Proposed Dividend 1338.46 1264.10


Provision for tax on proposed dividend 222.30 214.83

Transfer to General Reserve 500.00 370.00

Balance carried to Balance Sheet 8303.87 5857.40

EPS 6.06 3.91

2. DIVIDEND
The Directors recommend the payment of Dividend of Rs. 1.80 per share (Rs.1.70 per share) on the paid up capital
of the Company. The dividend of Rs. 13.38 crores (Rs.12.64 crores), if approved by the Shareholders at the Forty-
Ninth 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.

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Gulf Oil Corporation Limited

3. OPERATIONS
The total turnover of the Company increased to Rs.1065.66 crores (Rs.995.89 crores). The profit before extraordinary
items and taxation was Rs.38.46 crores (Rs.38.75 crores). The profit before tax and exceptional income was
Rs.54.30 crores (Rs.38.75 crores). The profit after provision for tax of Rs. 5.41 crores and deferred tax of Rs.3.82
crores, was Rs.45.07 crores (Rs. 29.04 crores) resulting in an EPS of Rs.6.06 for the year (Rs.3.91).

DIVISIONAL PERFORMANCE
3.1 Business Operations

53% 29% 51%


28%

21%
18%

3.2 Industrial Explosives


The Explosives Division has three main business groups namely :
Industrial (Commercial) Explosives and Blast
Initiation Systems Group manufactures and Explosives Revenue (In ` Crores)
markets the full range of packaged & bulk 308
350
explosive products and blasting accessories 277
300 CAGR 20%
including cast boosters for the mining, civil
250 214
infrastructure and oil exploration sectors.
169
Metal Cladding Group manufactures 200 148
explosively bonded metals used in a number 150
of industries such as ship building, electrical 100
and chemicals. It has also developed deep 50
surface hardening processes utilised by the 0
2005-06 2006-07 2007-08 2008-09 2009-10
mining equipment and railway sectors.
Special Products Group manufactures high energy materials, specialised products for defence, space and
other specialized applications.
All operations of commercial explosives, blasting accessories and metal cladding are covered under ISO 9001-2000
quality systems. The Division has embarked on an ambitious plan to bring its activities under the Integrated
Management System (IMS) comprising of ISO 9001-2008 Quality Management System, ISO 14001-2004
Environmental Management System and ISO 18001-2007 Occupation Health & Safety Management System over
two years.
The Division achieved an overall turnover of Rs. 308 crores as against last year's turnover of Rs. 277 crores,
representing a growth of 11%. Export turnover increased by 13% this year. Availability of Ammonium Nitrate, a
major ingredient in explosives, continued to be critical, warranting import to supplement purchases from domestic
sources.
Coal Production in India continued on a growth trajectory of around 9% per annum. The Division has achieved the
growth of 15% with CIL business during the financial year and to ensure this growth rate the Division secured
confirmed order from Coal India Limited valued at approximately Rs. 150 crores to be executed over the next year.
Focus was also given to consolidate the Division’s position in the non-coal sector. This resulted in the increase of
value added products turnover by 14%.
The Division has added a packaged emulsion explosives manufacturing facility to meet the growing requirement of
this kind of product at Rourkela. The small diameter general purpose emulsion explosive has found good acceptance
in the civil infrastructure, tunnelling and trade sectors. The product is being used for blasting in tunnels in the North
and North-Eastern sectors of India and Bhutan. It has made a mark in the Southern Sector in the civil infrastructure
segment.

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Gulf Oil Corporation Limited

The Division’s indigenously designed electronic detonator e-DET has been the choice of many surface coal mines
for carrying out cautious blasts to reduce ground vibrations. Taking a technical step, a ‘Fully Field Programmable’
electronic detonator was designed by the R&D laboratory of the Division to meet customer specific requirements.
A new P5 Permitted category explosive product developed for a Coal S&T project mooted by the Explosives &
Explosion Laboratory of Central Institute of Mining & Fuel Research (CIMFR), a CSIR laboratory based in Dhanbad,
has been commercialized during the year after successful trials in mines of Singareni Collieries Company Ltd,
Monnet Ispat & Energy Ltd. and Coal India Limited.

Metal Cladding Group

Technology using explosives has been adopted for metallurgical bonding of dissimilar metals, like Nickel & Nickel
alloys, various grades of HASTELLOY, Copper & Copper alloys, Titanium, Stainless steel, Niobium, Aluminum on
carbon steel / alloy steel and other ductile metals. The economic slowdown that led to postponement / reduced
capital investments during F 2010 adversely affected this business segment. The Metal Cladding Group posted a
turnover of Rs. 585.72 lakhs (Rs. 1014.53 lakhs).

Special Products Group (SPG)

SPG was created to cater to the use of pyrotechnic and high energy materials for special applications mainly in the
Space and Defense sectors. Development and production of new products within time-bound and cost effective
parameters were carried out under strict confidentially and under controlled environment. The Group executed
orders of Rs. 136 lakhs (Rs. 290 lakhs).

3.3 Mining and Infrastructure (IDLconsult)

The Division ended the year with a turnover of Rs.


194 crores as against Rs. 211 crores in F 09. The Mining & Infrastructure Service Revenue (In ` Crores)
reduction in business for the year was mainly on 250 CAGR 20% 211
account of the completion of one large contract at 194
Dudhichua Project of Coal India Limited in the 200
middle of F10. The 36 months’ contract at 141
150
Dudhichua was completed in 32 months. The
project handled 30 million cubic meters of rock as 100 72 64
per the contract successfully. The other large
50
ongoing contract in F10 was at Nigahi Project
under Coal India. 11 million cubic meters of rock 0
has been handled during the year. 2005-06 2006-07 2007-08 2008-09 2009-10

Mining services were successfully continued in the cluster of iron ore mines in the Barbil, Orissa region and two iron
ore mines in Karnataka (NMDC). Manganese Mining is being carried out in the Koira sector of Orissa. The Division
started operating its first Uranium Ore Mining in Jharkhand under Uranium Corporation of India Limited from February
2010. However, strict check on implementation of environmental rules and licensing affected the operations in the
iron ore mining areas in Orissa for a major part of the year.

Further progress was made in the large infrastructure Project under Aditya Birla Group for their Alumina Plant in
Rayagada, Orissa, during the year.

The Division is equipped to handle large complex projects. The 3D Laser Scanning Survey equipment for mine
planning and control along with VSAT network across the sites, online MIS and SAP linkages have helped improve
operational efficiency and scheduling.

3.4 Lubricants

The overall performance of the Lubricants Division has been positive for the financial year 2009-10 in terms of
volume growth and profitability. The turnover of the Division was Rs. 563 crores, 11% over previous year.

The automobile industry started off on a sedate note in the beginning of the year, which saw decline or slow growth
in sales of heavy commercial vehicles in the first 2 quarters. The commercial vehicles market witnessed strong
growth from Q3 onwards and was back on track from October 2009. Other vehicles (cars, 2-wheelers, tractors) grew
well across the year and overall the automobile industry grew by over 25 %. Accordingly, demand conditions in the
lube industry picked up from Q3 across automotive and industrial segments.

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Gulf Oil Corporation Limited

The Lubricants Division had aimed to achieve


higher volume growth than the industry and grew Lubricants Revenue (In ` Crores)
faster than competition. The key strategies, with a 563
focus on segment wise approach backed by brand 600 CAGR 18% 507
building initiatives, were successfully executed 500 396 420
across core segments of New Generation Diesel
400 287
Engine Oils, Motorcycle Oils (4T) and Passenger
Car Motor Oils. 300

200
As part of brand building, in addition to signage and
100
wall painting programs and the Gulf Cup covering
the Dirt Track Championship for Motorbikes, which 0
2005-06 2006-07 2007-08 2008-09 2009-10
are held annually across India, another key initiative
was the sponsorship of the Kings XI Punjab Cricket
franchise for the Indian Premier League (IPL - 3). The association helped to build brand awareness/recall amongst
the cricket loving as well as youth audiences across India. The various related ‘activation programs’ have enabled
the Division to increase market share in the North, especially in Punjab and the Hindi speaking belt.

Innovative media campaigns on TV, airports and outdoor launched in December 2009 have further helped to
increase the brand visibility and communicate the product benefits amongst retail and user industry target groups.
The Division continued its ground level initiatives in terms of retailer, mechanic loyalty programs as well as consumer
promotions in key product semi knocked-down units (SKUs).

The Division also increased sales and market share by breaking into new fleet operators and construction customers,
medium sized industries and OEMs. New products and promotions aimed at the 3-wheeler commercial segments,
tractors and other commercial vehicles recorded increased sales volumes. The Division’s market share in the PCMO
segment grew by 1 % with the launch of Gulf Max range of engine oils in the second half of the year.

The Division increased market share also in the bazaar market by aggressively growing volumes in North and West
regions. Overall the growth in this important segment as per AC Nielsen Retail Audit Report has been one of the
highest in the industry. The focus on secondary and tertiary sales with below-the-line initiatives in key geographies
helped to achieve faster growth for the Gulf brand in India in 2009-10.

Prices of major raw materials like base oils started firming up from May 2009 onwards although at a slower pace
after hitting lows in Quarter IV of 2008-09. However, the increasing trend firmed up in Q4. Costs of additives
increased sharply due to global supply constraints for chemicals and pricing policy of additive majors.

In spite of increased competition, the Division continued to protect and grow its market share in the important
segment of New Generation Diesel Engine Oils to retain the overall No. 2 position across India, in the bazaar
market, a key segment.

Gulf Filters product line recorded excellent growth as the products gained better customer acceptance thanks to the
increased distribution network.

3.5 Other Business Groups

The 4 Wind Mills (1 MW) located at Ramagiri in Andhra Pradesh generated 4,00,900 units (2,54,414 units). The
Hyderabad factory received the benefit of the generation through the APTRANSCO grid.

3.6 Exports

Explosives Division achieved a turnover of Rs. 46 crores from exports during the financial year. The Company was
also awarded the prestigious CAPEXIL Award for excellence in exports. The Company has an edge in the overseas
market through its compre gious CE Marking accorded for products manufactured at Hyderabad and Rourkela
Works has established the Company’s quality assurance and manufacturing practices.

During the year, the exports of the Lubricants Division increased to 3547 KL from 1593 KL in 2008-09, an increase
of 122% over previous year. Exports turnover of Lubricant products was Rs. 22.26 crores against Rs.6.48 crores in
2008-09. The Division is exporting its products mainly to Africa and highly competitive Middle-East markets and
exploring other regions such as South East Asia for further growth in exports.

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Gulf Oil Corporation Limited

3.7 Property Development


Development work at the Bangalore property progressed at a slow pace during the year as the advantages of setting
up of SEZ for IT and ITES was found difficult in view of the economic scenario. The Company had earlier obtained
approval for setting up of the SEZ at 30 acres out of 40 acres proposed to be developed. The work related to
development of land, clearing of old structures and setting up of a large site office has been completed. The
development of 5.05 milion sq.ft. will also cover hotel, retail outlets, commercial malls and service apartments.
Construction work is likely to be commenced during the current year.
With regard to the Hyderabad property, GHMC has advised the Company that it proposes to lay a 100 ft. connector
road to decongest NH9 (Hyderabad – Mumbai) Highway. In addition, the GHMC also wants to widen the existing
road on the west side of the property to link Hi-tech City and Balanagar. For the development of the property, the
Company is in discussion with GHMC for finalizing the alignment of the 2 roads and also the compensation for such
acquisition. The Architects have made draft lay-outs which will be finalised on receipt of final clearance from
GHMC.
4. INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT
Internal Control System:
The Company has a well defined control environment and the internal control system provides reasonable assurance
to the Company with regard to accomplishment of its business objectives through policies, procedures and
guidelines.
As part of Company’s governance process, the Internal Audit Department provides facilitative and advisory role, on
a continuous basis in developing and revising the policies and procedures for all significant processes such as
procurement, inventory management, sales and distribution, finance and accounting, HR, IT etc; in order to support
business and operational needs.
The Internal Audit Department in consultation with senior executives develops and documents annual audit plan and
coverage for significant areas of operations in order to conduct the audit in an efficient and timely manner. The
Company, through its Internal Audit Department, carries out process reviews for critical functions at all locations in
accordance with annual audit plan. The observations arising out of audits are periodically reviewed and compliance
is ensured by the process owners. The internal audit reports with relevant process owner clarifications are submitted
to Audit Committee for their review and suggestions. The implementation status of Action Taken Reports (ATR) is
reviewed by the Committee on a regular basis and concerns, if any, are reported to the Board.
The Internal Audit Department provides facilitative and supportive role on a regular basis in implementing the risk
management process and policies in the Company with emphasis to manage risks under changing business and
operating conditions.
Further, risks identified during the course of internal audits at any process level are properly addressed and reported
to the management and steps are taken by the process owners for rectification / mitigation as the case may be.
5. FIXED DEPOSITS
Fixed Deposits from the public and the shareholders as on 31st March 2010 amounted to Rs.510.69 lakhs (Rs.140.83
lakhs). At the end of 31st March 2010, 10 deposits amounting to Rs.7.70 lakhs (Rs.38.21 lakhs), which had matured,
remained unclaimed.
6. TAXATION
Orissa Sales Tax
The Writ Petitions filed in the Orissa High Court, impleading the other State Governments, Coal India Limited and
its subsidiary Companies for grant of stay against the demand notices of the Orissa Sales Tax Authorities relating
to 1976-77 to 1989-90 & 1990-91, were dismissed. The Review Petition against the aforesaid Order was also
dismissed. The Company is taking necessary steps in consultation with legal counsels.
7. RESEARCH and DEVELOPMENT
A new plant for production of cartridged emulsion explosive was commissioned at Rourkela to service the tunneling
sector, especially in North / North East sectors of the country. Trials of field programmable e – DET were successful.
A new explosive for underground coal mining applications has been commercialized. New products for explosive
deep hardening and boostering application have been developed and undergone successful trials.
Significant savings were achieved by cost optimization in bulk emulsion explosives. Several new products were
developed for defence and metal cladding markets.

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Gulf Oil Corporation Limited

The Research and Development Centre of the Lubricants Division at Silvassa developed formulations for high
performance Passenger Car Motor 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. To strengthen the existing product portfolio of the
fast growing Construction and Mining segment, tailor made hydraulic and transmission fluids were developed. The
Industrial portfolio was also expanded by developing 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 costs.

Major achievements for the year include development of high performance Passenger Car Diesel Engine Oil, Gulf
MAX TD 15W-40 meeting API CI-4/SL specifications and various hydraulic and transmission fluids for Construction
and Mining Segment, upgradation of Ashok Leyland-Gulf Oil co-branded Gear Oil, Gulf Gear XP Max 90 for extended
drain interval and validation of high performance diesel engine oils in BS IV vehicles.

8. SUBSIDIARIES

Gulf Oil Bangladesh Limited reported a profit of Rs. 97.51 lakhs (Rs.155.84 lakhs).

PT. Gulf Oil Lubricants Indonesia reported a profit of Rs. 55.52 lakhs (45.26 lakhs).

Gulf Oil (Yantai) Co. Ltd. reported a profit of Rs. 84.58 lakhs (Rs.151.96 lakhs).

Hinduja Infrastructure Limited reported a profit of Rs. 0.07 lakhs (loss of Rs.0.54 lakhs).

IDL Buildware Limited incurred a loss of Rs. 180.74 lakhs (loss of Rs.136.10 lakhs) on closure of the factory at
Vizag.

Gulf Carosserie India Limited reported a loss of Rs. 0.24 lakhs ( profit of Rs.0.61 lakhs ).

During the year under review, the Company has fully disinvested the shareholding in IDL Speciality Chemicals
Limited which was a 100% subsidiary of the Company, after transfer of the API and formulations businesses to two
pharma companies.

9. HUMAN RESOURCES / INDUSTRIAL RELATIONS

Divisional HR Departments focused on conducting internal programmes for management personnel as well as
workmen. The training programmes were related to areas of advanced product knowledge, creating a selling edge,
leadership / competency development, safety and understanding of business process using SAP.

The HR focus has been to facilitate and start a number of key initiatives that provide enabling environment to enrich
employee experience and enhance performance. To this end, during the year, improvement in the performance
management process through sharper KRA / goal setting with long term goals and key strategies have been achieved
for monitoring of performance.

During the year, 71 workmen availed VRS from Explosives Division at Hyderabad. However, the production levels
were maintained by operations streamlining and manpower deployment, process improvement and outsourcing of
certain activities.

A Wage Settlement was signed for regular workmen of Hyderabad Explosives Division, for a period of 3 years 4
months effective 1.1.2009. Major improvement in productivity is expected with the implementation of this
Settlement.

During the year under review the employer-employee relations were cordial at all locations.

Safety

Accident-free man hours achieved by Hyderabad Works was 1.18 m (Previous Year : 1.33 m), Rourkela 1.55 m
(Previous Year 1.23 m), Bulk Explosives locations 0.20 m (Previous Year 0.11 m).

In Hyderabad factory, Safety, HAZID AND HAZOP training was imparted to around 50 officers by DNV Energy (an
associate of Norsk Veritas) for safe operations in the factories in the Explosives Division. Also several measures
were undertaken by the Hyderabad factory to improve safety in operations through introduction of interlocking
systems, trip relay system in automatic coil cutting machines and measures to reduce press fires.

A campaign was initiated to upgrade safety in Bulk Emulsion manufacture and delivery by introducing further safety
measures in pump operations. In this connection, audit of bulk manufacturing facilities at Singrauli and Rourkela was
carried out by an expert from UK and his observations actioned.

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Gulf Oil Corporation Limited

11. OUTLOOK FOR THE CURRENT YEAR, OPPORTUNITIES AND THREATS

The global economy which witnessed very high degree of uncertainty and volatility during 2008-09 recovered to a
great extent in 2009-10. However, vestiges of some of the issues which led to the fiscal meltdown is still seen in
many parts of Europe.

Although, our exports during the year declined, domestic markets have been steady if not buoyant in many sectors.
The six infrastructure sectors – crude, petroleum refinery products, coal, electricity, cement and finished steel – that
constitute 26.68 per cent in IIP, recorded a growth of 5.3 per cent in the period April-February 2009-10, as against
2.9 per cent in the same period last year.

Overall the economy is expected to grow at 8 – 8.5% over the current year (2010 – 11).

In the automotive sector, the growth was 26.4% in sales riding on the Government’s stimulus packages. Sales in the
domestic market were driven mainly by the car and 2-wheeler segment that posted 25.1% and 26% increases
respectively. Ernst and Young forecast for the passenger car market in India is 12% CAGR over the next 5 years
from the present figure of 1.89 m units to reach 3.75 m units by 2014.

The overall trend of mineral production indicates a growth of 7.9% for the year. The value of mineral production
(excluding atomic minerals) during 2009-10 is estimated at Rs.1.28 lakh crores, an increase of 4.6% over the
previous year. The total production comprised of fuel minerals 02.2%. Metallic minerals 21.6% and other minerals
16.2%.

Minerals play a very important role in the growth of Indian economy. India produces more than 80 minerals, which
include fuels, metallic ores, non-metallic minerals, atomic minerals and other minor minerals. Mining and Quarry
industry has a share of 1.9% of GDP and contributed significantly in driving the economic and social growth in India.
India at its current place in the development path, requires coal for energy; metal ores, limestone and other minor
minerals for infrastructure. The growth is reflected in the Index for Industrial production data for Mining industry. The
year 2009-10 show a 8% growth over the previous year. As against a 4% CAGR over the last 16 years, we expect
the growth rate to be in the range of 8-10% over the next few years.

In this background, the outlook of the activities of our Divisions is expected to be as follows:

11.1 Explosives

India is estimated to have around 2700 mines (570 : Coal, Metallic Minerals : 640, Non-metallic : 1500) with 90% of
them concentrated in 11 states. The Company’s 50 years of long relationship, close geographical proximity with its
multiple manufacturing locations and through active application support gives the Division a unique position as the
“Supplier of Choice” with its customers.

The Division has envisaged a good growth in the coming year based on the ambitious targets set by Planning
Commission. The huge requirement of coal, iron ore, limestone ( for cement and steel sectors ) and other strategic
minerals, coupled with increased thrust in infrastructure sector will result in increased demand for explosives and
blasting accessories as blasting with explosives continues to be the most economic method for excavating coal,
minerals and overburden rock encountered in mining industry.

A Strategic review of the Explosives business with inputs from an external consultant was carried out. This study
covered the size and composition of the market and identified the high growth and high value areas of focus for
growth of the business.

During the year 2010-11, the Explosives Division will focus on the fast growing Bulk explosives, specialized packaged
explosives for niche segments, technologically advanced accessories to provide high value to our customers. The
new products developed during 2009-10 will address the needs of increased productivity and safety besides
customised blasting solutions to significantly reduce ground vibrations in the tunneling segment for hydro electric
projects and underground coal mines. These have already enhanced our technological leadership and we have
started to commercialize these products.

The Special Products Group of Explosives Division designs and manufactures initiators and pyrotechnic devices for
specialized applications in Defense, Space and other industries. A number of new niche products which have been
recently developed are expected to be commercially manufactured after appropriate approvals and qualifications.

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Gulf Oil Corporation Limited

11.2 Mining and Infrastructure (IDLconsult)

The Mining and Infrastructure Division (IDL Consult) engaged in contract mining and mining related infrastructure
projects has segmented the market space and identified several strategic initiatives.

A number of large mining opportunities are expected in the coal sector, with the private sector opening up the
captive coal blocks as well as new PSU owned coal blocks coming for exploitation. The Division’s experience in
handling large mines and the related qualifications positions it favourably for undertaking these projects.

The current stress levels in the Iron ore mining segment is expected to ease in the first half of the year leading to
opening up of new mines which have been long delayed. The Division’s offer of cost effective end to end mining
solution covering mining and mineral processing is expected to get new customers from new mines in the metal
segment.

The new mines which will open in the near future will require infrastructure such as roads, bridges, rail lines,
buildings etc. The Division’s position as a One Stop Solution provider will give it a unique position in providing mining
related infrastructure.

The Division has Rs. 322 crores of orders booked as at the end of F 10 to be executed in the next two to four years
period comprising of coal mining, iron, manganese and uranium ore mining and mine related construction
business.

With rising demand for coal, especially for thermal power generation, the Division foresees good opportunities in the
coal sector for mining contracts with the coal majors like Singareni Collieries and Coal India who are planning more
offloading of their operations. Many coal mines in the private and joint venture sectors are also to start in the next
two to three years. All these developments of new mines are expected to increase the demand for contract mining
and the Division is working closely with the mine owners / lessees for undertaking these large projects in the coal
sector. The Division looks forward to becoming a major 'Mine Developer cum Operator' (MDO).

Allocation of a large outlay for infrastructure development by the Government of India has directed the Division's
attention to the opportunity in projects relating to the Road sector and other infrastructure Projects. The Division's
expertise gained over the last eight years would be a major strength in increasing the business in these areas. The
Division has already started a mining related infrastructure contract with the Aditya Birla Group for their new Alumina
Project in Orissa.

11.3 Lubricants

With the growth trends in the automobile sector and steady demand for lubricants in the domestic market, the
Division is looking at achieving double digit growth in volumes and consequent increase in market shares in the core
segments. With increasing use of long drain lubricants, major volume growth prospects in the Lubes industry is likely
to be limited. It is estimated that the overall volume growth for lubricants will be 2-3% in 2010-11. The Division's
strategy is aimed at growing faster than industry and competition, to gain market share.

As mentioned above, the growth in longer drain interval products is expected to be higher and in line with the
growing preference for products with superior benefits, the Division is planning to launch a number of products that
deliver ‘longer life’ to strengthen its position in this area.

These introductions will be backed by increased investments in the brand and further upgrading of its bottom line. It
is expected that competition levels will increase but opportunities to take market share will also be available. The
Division plans to leverage its strengths and build on the recent successes in the core segments to increase market
share with continuation of segment wise approach. .

The Division will also focus on prospecting more Automobile OEMs (Original Equipment Manufacturers) for factory
and service-fill related opportunities.

As the industrial and infrastructure sectors are expected to witness growth, opportunities in the B2B segment with
industries, fleet/construction companies and marine will also be a focus area for the Division in 2010-11. The
industrial segment is expected to grow well. The Division is planning to increase it’s presence with additional
manpower and products to cater to this demand. The Lubricants Division will continue to strengthen its position with
Ashok Leyland network and customers, with innovative programs and differentiated product offerings, which add
value to the customers.

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Gulf Oil Corporation Limited

Base oil and additive prices and other costs are expected to increase given the current trend in base commodity
prices, which may necessitate price increases during the year.

12. RISKS AND CONCERNS


12.1 Environmental Risks
Regular safety audits are carried out by internal safety audit teams and at regular intervals by external teams.
General Safety Directions (GSDs) are strictly enforced in all factories and plants within the factories to ensure
minimisation of risk. During the year, a special safety audit has been carried out by a consultant specialising in
Explosives at the Rourkela factory and some bulk explosives manufacturing units. All recommendations have been
implemented and confirmed by the Consultants. In addition, strict compliance of the requirements of the Explosives
Act and Rules are ensured to protect the exposure of adjacent neighbourhoods to the explosives and accessories
factories from undue risk. Operations are carried out to comply with emission, waste water and waste disposal
norms of the local authorities of the respective factories.
12.2 Operational Risk
Licensing
The Explosives Division operates in a highly regulated and licensed industry and amendment / revision in licenses
are required based on expiry of the licenses and change in production capacity and process. Amended / revised
licenses for increase in license capacity for any of the explosives products may get delayed temporarily or for long
periods thereby limiting our ability to cater to any increase in demand for these products from our customers. Non
availability of licenses / approvals for expansion of new products could affect our future growth and expansion plans.
The Division, therefore, ensures that approvals are applied for well in advance to avoid launch dates / export of
products.
Location Risks
Manufacturing facilities, for our Industrial Explosives Division, are spread across six states. The optimum locations
for packed explosives unit is determined by the customer location and the source of raw material. The advantage of
the location of bulk explosives units is optimized to be close to the customer location. With changes in sources of
raw material our location may not continue to be optimal in comparison with the competition. Moreover, if there is a
consolidation in the industry, and the size of each manufacturing units go up, we may be disadvantaged by being
sub-optimal.
Further since the lubricants are manufactured at one location and distributed throughout India, the cost of
transportation and storage are higher in comparison to some of our competitors operations.
Raw Materials
Many of the inputs of the three major Divisions are imported, availability of which is affected by global market
situations. Also, prices of such items are volatile. Increases in Base Oils due to increases in crude oil rates. Timely
availability of raw materials is critical for continuous plant operations. The Company seeks to mitigate the risk by
entering into long-term relationship with global raw material suppliers, with suitable escalation clauses to ensure
regular supplies.
12.3 Market Risks:
Markets
All the Divisions of the Company operate in highly competitive markets where competition from all India players as
well as regional players is high. Of which, two major divisions, namely Industrial Explosives and IDLconsult Divisions
operate in tender-driven markets, sometimes with onerous and unreasonable performance clauses. In the Lubes
Division, increased competition and entry level pricing by new entrants leading to price undercutting could affect
revenues substantially. Therefore, there is a risk of cost increases, especially of petro product inputs, not possible
to be passed on to ultimate consumers. The Company is in direct contact with the industry associations to ensure
that there is a suitable consensus on pricing policies by the majority of the producers.
Any reversal in growth trend in the economy in general and weak monsoons in particular, could affect demand in the
automobile industry and consequent deceleration in manufacturing industry. This is likely to have an adverse impact
on the lube industry. In order to minimise such adverse impact, the Lubes Division is taking various product and
marketing initiatives.
Since the Q4 of the previous year, the base oil prices have again seen significant increases on account of high
international rates. Given this trend of increasing base oils cost, if the cost increases cannot be passed on fully or
recovered from the consumer, we may see an erosion of margins across the industry. Increased competition levels
from the market leader to retain volumes and new entrants may lead to aggressive pricing and discounts.

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Gulf Oil Corporation Limited

Concentration of Customers
The IDLconsult Division which currently undertakes mining services in coal, iron ore and limestone sectors, is
exposed to business risks on account of non-availability of environmental clearances in time and lack of adequate
infrastructure for dispatch of ores from the mine, especially during the rainy seasons. In view of this, detailed review
of approvals and quality of infrastructure is carried out before undertaking mining service contracts. Both the
Explosives and Contract Divisions are operating in the mining and infrastructure sectors, dominated by the PSUs,
where the tendering system is in vogue, with the attendant risks. Missing L1 status in these tenders might result in
loss of business opportunities for extended periods for the relevant tender(s).
12.4 Financial Risks:
Currency Value and Interest Rate Fluctuations
Financial risk management is done by the Finance Department at the various business Divisions and at Corporate
Office under policies approved by the Board of Directors. Policies for overall foreign exchange loss risks and liquidity
are regularly reviewed based on emerging trends. Interests’ risks arising out of financial debt, are normally done at
fixed rates or linked to LIBOR and appropriate Bank lending rates. Adverse movement of Rupee from current levels
may further impact base oil and ammonium nitrate rates.
Credit Risk
The Company sells its products through the customary trade channels, with the attendant risk of payment delays
and defaults. To mitigate the risk, a credit risk policy is also in place to ensure that sale of products are made to
customers after evaluation of their ability to meet financial commitments through allotment of specific credit limits to
respective customers. Credit availability and Exposure (with the trade channels) is another area of risk.
Liquidity Risk
Liquidity conditions in the money market and the commercial interest rates may impact the capability of distribution
channel of the Lubes Division to support growth in business. Steps are being taken up for tie–up with financing
partners to support distributors.
All the three major Divisions operate in working capital intensive industries. The Company realizes that its ability to
meet its obligations to its suppliers and others is linked to timely collection of receivables and maintaining a healthy
credit rating. Review of working capital constituents like inventory of raw materials, finished goods and receivables
are done regularly by the respective Divisions and Corporate Finance.
12.5 Legal and Statutory Risks:
Contractual Liability
All major contracts are reviewed / vetted by the in-house Legal Department before the same are executed. In
addition, the Company engages the services of reputed independent legal counsels, on need basis. In matters of
tax law and other statutory obligations the outcome of litigation cannot always be predicted. Hence, appropriate
financial provisions, insurance policies and credit lines are taken to limit the risk for the Company.
12.6 IT Risks
The Company is dependent on intra-office and inter-office networks, as well as several business softwares operated
from the Corporate Office and the business Divisions. Failure of system networks and consequential loss of business
is attempted to be minimised by critical systems being operated on secured servers with regular maintenance,
regular back up and off-site storage of data, selection of suitable firewall and virus protection systems / software.
12.7 Other Risks
Various assets of the Company including plant and machinery, stocks, buildings, furniture, office equipment and
computer systems could suffer damages / loss owing to occurrences like fire, accidental mishaps, etc. The Company
has taken insurance covers to protect these assets from possible damage / loss.
While the Company undertakes regular review of remuneration structures, threat of poaching by competitors,
especially, new entrants in the industry of key persons is possible. Such actions could lead to temporary drop in
efficiency and performance in the specific areas.
13. DIRECTORS
During the year, Mr. P. N. Ghatalia, Chiarman of the Audit Committee passed away on August 13, 2009. Your Board
of Directors wishes to place on record its appreciation for the contributions made by late Mr. P. N. Ghatalia during
his over 8 years tenure as Director and Chairman of the Audit Committee of the Board of the Company.

19
Gulf Oil Corporation Limited

The Board has during the year, appointed Ms. Kanchan Chitale w.e.f. 5th October, 2009, in the casual vacancy
caused by the sad demise of Mr. P. N. Ghatalia. Ms. Kanchan Chitale has also been appointed as the Chairperson
of the Audit Committee. Ms. Chitale is a Fellow Member of the Institute of Chartered Accountants of India ( ICAI ).
She has experience of 20 years in internal and management audits of corporate enterprises and specialized /
concurrent audits and other assignments of commercial banks and financial institutions. She has been a governing
body member of IIM-Ahmedabad Alumni Association ( 1990-95 ), Ex-Vice President of Association of Women
Industrialists of Maharashtra ( 1992-93 ) and is a member of Bombay Chartered Accountants Society and Institute
of Internal Auditors.
Mr. Ashok Kini, Mr. Vinod K. Dasari, Ms. Vinoo S. Hinduja and Mr. V. Ramesh Rao in accordance with the provisions
of the Companies Act, 1956, and the Articles of Association of the Company, retire by rotation at the 49th Annual
General Meeting of the Company and are eligible for reappointment.
Profile of members of the Board of Directors being appointed / reappointed :

Ashok Kini
Mr. Ashok Kini graduated from Mysore University in 1965 majoring in Science and obtained a Master’s degree in
English Literature from Madras Christian College, Chennai before joining State Bank of India ( SBI ) as Probationary
Officer in 1967 and reached the position of Managing Director (National Banking) of SBI. During his career,
Mr. Ashok Kini was responsible for the Bank’s IT plans, from concept and RFP to execution and vendor management,
domestic distribution, retail business, consumer banking, marketing/brand management, etc.

Vinod K Dasari
Mr. Vinod K Dasari is Wholetime Director of Ashok Leyland Ltd., heading manufacturing, domestic marketing,
strategic sourcing and corporate quality engineering divisions. Mr. Vinod K. Dasari commenced his career with
General Electric Company, USA in 1986 and worked for companies such as Timken USA, Timken India, Cummins
India Limited and is credited with bringing about significant changes in these organizations and leading them into
profitability after a period of sustained losses.

Vinoo S Hinduja
Vinoo S Hinduja is a degreeholder in Business Administration from UK and a Diploma holder in Health Policy
Management from USA. She has completed her internship and training in Finance and Banking at the Credit Suissee
Bank, Geneva and Chase Manhattan Bank, London and in Hospital Administration and Management from Cromwell
Hospital, London. She is also a member of the National Health and Education Society, Hinduja National Hospital in
Mumbai.

V. Ramesh Rao

Mr.V.Ramesh Rao is a postgraduate in Mechanical Engineering with specialization in Industrial Tribology from IIT,
Madras and is a President’s Gold Medalist. He has been working in the lubricants industry since 1984 in various
companies such as Lubrizol India Limited, Gulf Lubricants Systems and in Gulf Oil International companies in China,
Korea, Taiwan and Philippines. He is a member of the Gulf Oil Core Technical Team and assisted Gulf Oil’s
international operations and handles the operations in the Asia Pacific Region.

Names of companies in which the Directors, proposed to be appointed / reappointed at the ensuing AGM, hold
positions of directorship and the membership/chairmanship of committees of the Board, are as per the Annexure to
the Report on Corporate Governance.

14. STATUTORY INFORMATION

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 and the Statement under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees ) Rules, 1975 as amended, are annexed to this full Report. However, as per
the provisions of Sec.219 (1) (b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the
shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such
particulars may write to the Company.

15. 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.

20
Gulf Oil Corporation Limited

16. 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.

17. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors, on the basis of information and 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.

18. SUBSIDIARY COMPANIES

The Report and Accounts of the Subsidiary Companies are annexed to this Report along with the statement pursuant
to Section 212 of the Companies Act, 1956. However, 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 will be provided the same
on receipt of a written request from them.

19. AUDITORS

M/s Deloitte Haskins and 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
Your Directors would 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
members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for
the committed services of all employees of the Company.

For and on behalf of the Board of Directors

Place : Mumbai S. G. HINDUJA


Date : 14th May 2010 Chairman

CAUTIONARY STATEMENT
Statement in this Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions
may be “forward looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from
those expressed or implied. Important factors that could make a difference to the Company's operations include global and Indian demand
supply conditions, finished goods prices, raw material availability and prices, cyclical demand and pricing in the Company's principal markets,
changes in Government regulations, tax regimes, economic developments within India and the countries within which the Company conducts
businesses and other factors such as litigation and labour negotiations. The Company assumes no responsibility to publicly amend, modify or
revise any forward looking statements, on the basis of any subsequent development, information or events or otherwise.

21
Gulf Oil Corporation Limited

REPORT ON CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE


The Company will continue to be in the forefront of its diverse interests and sustain growth activities through emphasis
on TQM, adoption of emerging technologies, innovation through research, good corporate governance, adherence
to fair business practices and effective use of physical, technological, R & D, information and financial resources,
thus fulfilling the aspirations of customers, shareholders, employees and financiers.
2. BOARD OF DIRECTORS
(A) Composition: The Board of Directors of the company headed by a Non-executive Chairman consists of the
following Directors as on 31st March, 2010 categorised as indicated below :
(i) Chairman (Non-executive) Mr. Sanjay G Hinduja
(ii) Non-Executive Directors:
(a) Promoter Group: Mr. Sanjay G Hinduja
Mr. Ramkrishan P Hinduja
Ms. Vinoo S Hinduja
Mr. V.Ramesh Rao
Mr. Vinod K Dasari
Mr. Abin K.Das
Alternate Director to Mr. Sanjay G Hinduja
Mr. Alain V Dujean
Alternate Director to Mr. Ramkrishan P Hinduja
Mr. Prabal Banerjee
Alternate Director to Ms. Vinoo S Hinduja
(b) Independent : Mr. K N Venkatasubramanian
Mr. H C Asher
Mr. M.S.Ramachandran
Mr. Ashok Kini
Mr. Prakash Shah
Ms. Kanchan Chitale *
(iii) Managing Director: Mr. Subhas Pramanik
* Appointed by the Board of Directors on 5th October 2009 in the casual vacancy caused by the sad demise of Mr.Pravin N
Ghatalia, Independent Director and Chairman of the Audit Committee.

(B) Attendance of each director at the Board Meetings and the last AGM and details of membership of Directors in
other Boards and Board Committees:
Name of the Director No. of Board Whether No. of No. of No. of
Meetings attended Memberships of Memberships Chairmanships
Attended last AGM other Boards of other in other
as on 31/03/10@ Committees* Committees*
Sanjay G Hinduja 6 Yes 10 - -
Ramkrishan P Hinduja 3 Yes 6 2 -
K N Venkatasubramanian 7 Yes 7 3 2
Pravin N Ghatalia 4 Yes NA NA NA
(upto 13.8.2009)
Kanchan Chitale 4 NA 1 - -
(since 5.10.2009)
Hemraj C Asher 8 Yes 19 5 3
M.S.Ramachandran 7 Yes 6 1 -
Ashok Kini 8 Yes 3 3 1
Prakash Shah 8 Yes 5 - -
Vinoo S Hinduja 4 No 3 - -
Vinod K Dasari 4 Yes 6 - -

22
Gulf Oil Corporation Limited

Name of the Director No. of Board Whether No. of No. of No. of


Meetings attended Memberships of Memberships Chairmanships
Attended last AGM other Boards of other in other
as on 31/03/10@ Committees* Committees*
V Ramesh Rao 5 Yes 3 - -
S Pramanik 8 Yes 4 - -
A K Das 2 NA 23 3 -
Alain Vincent Dujean 3 NA 11 - -
Prabal Banerjee 4 Yes 8 2 2
@includes private limited companies and companies registered outside India.
*As per explanation to Clause 49.I(C), only Audit Committee and Shareholders’ Grievance Committee have been considered for
the purpose.

Board Agenda
Meetings are governed by a structured agenda. The Board members, in consultation with the Chairman, may bring up any
matter for consideration of the Board. All major agenda items are backed by comprehensive background information to
enable the Board to take informed decisions. Agenda papers are generally circulated seven days prior to the Board
Meeting.
Information placed before the Board
Apart from the items that are required to be placed before the Board for its approval, the following are also tabled for the
Board’s periodic review / information:
y Quarterly performance against plan, including business-wise financials in respect of revenue, profits, cash flow,
balance sheet, investments and capital expenditure.
y Periodic summary of all long term borrowings and applications thereof.
y Internal Audit findings (through the Audit Committee).
y Status of safety, security and legal compliance.
y Status of business risk exposures, its management and related action plans.
y Show Cause, demand and adjudication notices, if any, from revenue authorities, which are considered materially
important.
y Information on strikes, lockouts, retrenchment, fatal accidents, etc., if any
y Write offs / disposals (fixed assets, inventories, receivables, advances, etc.)
(C) Brief profiles of the Directors being appointed/reappointed have been given in the Directors’ Report.
(D) Details of Board Meetings held during the Year 2009-10:

Date of the Meeting Board Strength No. of Directors Present


17.04.2009 12 11
18.05.2009 12 10
25.06.2009 12 11
31.07.2009 12 12
05.10.2009 12 11
29.10.2009 12 11
28-29.1.2010 12 11
08.02.2010 12 8

(E) Code of Conduct


The Board of Directors has laid down Code of Conduct for all Board Members and Senior Management of the
Company. The text of the Code of Conduct is uploaded on the website of the Company – www.gulfoilcorp.com.
The Directors and Senior Management personnel have affirmed compliance with the Code applicable to them
during the year ended March 31, 2010. The Annual Report of the Company contains a Certificate duly signed
by the Managing Director in this regard.

23
Gulf Oil Corporation Limited

(F) CEO & CFO Certification


The Managing Director and the Chief Financial Officer have certified to the Board of Directors of the Company
that:
(a) They have reviewed the financial statements and the cash flow statement for the year ended 31st March
2010 and that to the best of their knowledge and belief:
(i) These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading.
(ii) These statements together present a true and fair view of the Company’s affairs, and are in compliance
with the existing accounting standards, applicable laws and regulations.
(b) There are, to the best of their knowledge and belief, no transactions entered into by the Company during
the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that
they have evaluated the effectiveness of internal control systems of the Company pertaining to financial
reporting; and that they have disclosed to the Auditors and the Audit Committee, deficiencies in the design
or operation of internal controls, if any, of which they are aware and the steps they have taken or propose
to take to rectify these deficiencies.
(d) They have indicated to the Auditors and the Audit Committee:
(i) significant changes in internal control over financial reporting during the year;
(ii) significant changes in accounting policies during the year and that the same have been disclosed in
the notes to the financial statements: and
(iii) instances of significant fraud of which they have become aware and the involvement therein, if any, of
the management or an employee having a significant role in the company’s internal control system
over financial reporting.
(G) Shares held by non- executive Directors
Mr. H C Asher held 3750 (of Rs. 2/- each) equity shares of the Company as on 31.03.2010 and none of the other
non-executive Directors holds any shares in the Company.
3. AUDIT COMMITTEE
The Audit Committee was constituted in February 1987. The current terms of reference are in full conformity with the
requirements of Section 292A of the Companies Act, 1956.
Composition
Chairperson : Ms. Kanchan Chitale (since 5th October 2009)
Members : Mr. Hemraj C Asher
Mr. Ashok Kini
Meetings and Attendance:
Audit Committee Meetings held during the year 2009-10 and attendance details:
Date of the Meeting Committee Strength No. of Directors present
17.04.2009 3 3
18.05.2009 3 3
25.06.2009 3 3
10.07.2009 3 3
31.07.2009 3 3
29.10.2009 3 3
29.01.2010 3 3
08.02.2010 3 3

Company Secretary / Deputy Company Secretary / Assistant Company Secretary of the Company is the Secretary
to the Committee.
Mr. S Pramanik, Managing Director was invitee for all the Audit Committee Meetings. Chief Financial Officer and
Deputy General Manager (Internal Audit) attended all the meetings.

24
Gulf Oil Corporation Limited

The Statutory Auditors of the Company were invited to join the Audit Committee in all the meetings for discussing the
quarterly unaudited financial results and the Annual Audited Accounts before placing it to the Board of Directors. The
Audit Committee held discussions with the Statutory Auditors on the yearly Audit Plan, matters relating to compliance
of Accounting Standards, their observations arising from the annual audit of the Company’s Accounts and other
related matters.
4. SUBSIDIARIES
There are no material non-listed Indian subsidiaries of the Company.
5. REMUNERATION COMMITTEE
The terms of reference are review of the compensation policy for the Executive Directors. Accordingly, they are
authorised to negotiate, finalise and approve the remuneration for Managing Director/ Whole-time Directors on behalf
of the Company.
Composition-
Chairman : Mr.Prakash Shah* (effective from 29th October 2009)
Member : Mr.H C Asher
Mr. M S Ramachandran
Ms.Vinoo S Hinduja

*Appointed by the Board of Directors consequent to the sad demise of Mr.Pravin N Ghatalia, Chairman of the Remuneration Committee.

Meetings and Attendance


Date of the Meeting Committee Strength No. of Directors present
25.06.2009 4 4

Remuneration policy -
i) For Managing Director
The total remuneration subject to shareholders approval consists of:
- a fixed component – consisting of salary and perquisites
- a variable component by way commission as determined by the Board within the limits approved by the
shareholders.
ii) (a) For Non– executive Directors
An amount of Rs. 20,000/- for each Board Meeting, Audit Committee Meeting and Meeting of the Committee
of Directors, Rs.5,000/- for each Remuneration Committee, Rs. 2,000/- for each Share Transfer Committee
Meeting and Rs.12,000/- for each meeting of the Safety Review Committee and Investment Appraisal &
Project Review Committee, Rights Issue Committee and Committee of Directors-Legal Issue, plus
reimbursement of actual travel and incidental expenditure not exceeding Rs.1,500 for Share Transfer
Committee Meetings and Rs.5,000/- for Meetings of the Board and other Committees, is paid (as per the
provisions of Section 309, 310 of the Companies Act, 1956).

Non-executive Directors (Sitting Fees only) Rs. in lakhs


Mr. Sanjay G. Hinduja 1.32
Mr. Ramkrishan P. Hinduja 0.60
Mr. K. N. Venkatasubramanian 1.40
Mr. Pravin N. Ghatalia (upto 13th August, 2009) 1.85
Ms. Kanchan Chitale (since 5th October, 2009) 1.40
Mr. H C Asher 3.61
Mr. M.S.Ramachandran 1.81
Mr. Ashok Kini 3.28
Mr. Prakash Shah 1.60
Ms. Vinoo S. Hinduja 0.92
Mr. Vinod K. Dasari 0.94
Mr. V.Ramesh Rao 1.00
Mr. Abin K. Das 0.40
Mr. Alain V. Dujean 0.60
Mr. Prabal Banerjee 1.09
Total 21.82

25
Gulf Oil Corporation Limited

(b) For Executive Directors


(Rs. in Lakhs)
Managing Director
Salaries 56.63
Commission 9.84
Contribution to Provident Fund and Superannuation Fund 9.56
Benefits 3.47
Total 79.50
Having regard to the fact that there is a global contribution to Gratuity Fund, the amount applicable to an
individual employee is not ascertainable and accordingly, contribution to Gratuity Fund has not been
considered in the above computation.
Managing Director is under contract of employment with the company with 6 months’ notice period from
either side. There is no severance fee payable to the Executive Directors. The Company does not have any
stock option scheme.
6. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE
Composition : 3 Directors
Chairman : Mr. Ashok Kini
Members : Mr. S Pramanik
Mr. Vinod K Dasari
The Shareholders / Investors Grievance Committee specifically looks into redressing of shareholders/ investors
complaints in matters such as transfer of shares, non-receipt of declared dividends and ensure expeditious share
transfer process.
Number of Shareholders Complaints received so far: 79
Not solved to the satisfaction of the shareholders: NIL
7. GENERAL BODY MEETINGS
Location, time and venue where last three AGMs held :

Financial Year Location of AGM Date & Time of AGM


2008-09 ‘Kohinoor’, Hotel Taj Krishna, Banjara Hills, Hyderabad 31.07.2009, 3.30 p.m.
2007 - 08 Grand Ball Room, Hotel Taj Krishna, Banjara Hills, Hyderabad 25.09.2008, 2.30 p. m.
2006 - 07 The Emerald, Hotel Taj Krishna, Banjara Hills, Hyderabad 28.09.2007, 2.30 p. m.

Special Resolutions
Special resolutions were passed at the annual general meetings as under:
i) AGM held on 28th September 2007 – 5 Special resolutions
ii) AGM held on 25th September 2008 – 2 Special resolutions
iii) AGM held on 31st July 2009 – 2 Special Resolutions
No Special resolution that requires approval through postal ballot was passed in the previous year. No Special
resolution which requires approval through postal ballot is proposed to be conducted at the ensuing AGM.
8. DISCLOSURES
Related Parties
There were no materially significant related party transactions which may have potential conflict with the interests of
the Company at large. Confirmation has been placed before the Audit Committee and the Board that all related party
transactions during the year under reference were in the ordinary course of business and on arm’s length basis.
Transactions with related parties are disclosed in Note. 22 of the Schedule 18 to the Accounts in the Annual
Report.
BOARD DISCLOSURES - Risk Management
The Company has laid down procedures to inform the Board of the Directors about the Risk Management and its
minimization procedures. The Audit Committee and the Board of Directors review these procedures periodically.

26
Gulf Oil Corporation Limited

9. STRICTURES AND PENALTIES


There were no strictures or penalties imposed on the Company by either Stock Exchanges or SEBI or any Statutory
Authority for non-compliance on any matter related to Capital Market during the last three years.

10. MEANS OF COMMUNICATION


The quarterly and half yearly reports, are normally published in Business Standard and in the local newspaper –
Andhra Prabha and are displayed on the Website of the Company www.gulfoilcorp.com. During the year no
presentations were made to institutional investors or to the analysts.
The Management Discussion and Analysis Report forms part of the Directors’ Report.

11. GENERAL SHAREHOLDERS INFORMATION


Annual General Meeting :
Date - 23rd September, 2010
Venue - Emerald-1, Hotel Taj Krishna, Banjara Hills, Hyderabad - 500034.
Time - 2.30 P.M.

Financial Calendar :

- Unaudited results for 1st quarter of next Financial Year – by 14.08.2010

- Unaudited results for 2nd quarter of next Financial Year – by 15.11.2010

- Unaudited results for 3rd quarter of next Financial Year – by 15.02.2011

- Audited results for next Financial Year – by 30.05.2011

Date of Book Closure – 29th July, 2010

Date of Dividend Payment – By 22nd October, 2010

Listing of Equity Shares – Bombay Stock Exchange Limited – Code 506480

National Stock Exchange of India Ltd – Code GULFOILCOR

Market Price Data (in Rupees): in respect of the Company’s shares on BSE, monthly high and low during the last
Financial Year

Month & Year High (Rs.) Low (Rs.)

April, 2009 44.90 27.40

May, 2009 60.95 36.85

June, 2009 77.30 50.55

July, 2009 62.95 45.75

August, 2009 78.15 58.95

September, 2009 88.80 73.00

October, 2009 89.05 71.15

November, 2009 122.30 71.05

December, 2009 114.50 93.65

January, 2010 112.75 86.00

February, 2010 101.00 84.00

March, 2010 97.00 82.20

27
Gulf Oil Corporation Limited

BSE SENSEX vs SHARE PRICE OF GOCL


MONTHLY CLOSING OF GOCL SHARE PRICE

MONTHLY CLOSING OF BSE SENSEX


200
180 18000
160
15000
140
120 12000
100
9000
80
60 6000
40
3000
20
0 0
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D
GOCL

2009-10 BSE

BSE SENSEX Vs GOCL SHARE PRICE


(assuming base as on 1st April 2009 as 100)
CLOSING PRICES OF GOCL & SENSEX

450
RATE OF GROWTH OF MONTHLY

400
350
300
250
200
150
100
ril

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GOCL

2009-10 BSE

Distribution of Shareholding as on 31.03.2010


Shareholders No. of Shares
Paid up Share Capital
No. % No. %
Up to 5000 60351 98.49 7593742 10.21
5001 – 10000 483 0.79 1757716 2.36
10001 – 20000 207 0.34 1499162 2.02
20001 – 30000 69 0.11 861697 1.16
30001 – 40000 33 0.05 593448 0.80
40001 – 50000 32 0.05 714263 0.96
50001 – 100000 48 0.08 1825152 2.45
100001 and above 53 0.09 59513555 80.04
Total 61276 100.00 74358735 100.00

28
Gulf Oil Corporation Limited

Pattern of Shareholding as on 31.03.2010

Category No. of Holders No. of Shares % of Share-holding


Promoters 36460415 49.03
1
Public :
Institutional Investors:
Mutual Funds & UTI, Banks, 8 4398590 5.92
Financial Institutions & Others
Private Corporate Bodies 871 15282701 20.55
Indian Public 60141 15525082 20.88
NRIs/ OCBs 249 2422151 3.26
FIIs 6 269796 0.36

GRAND TOTAL 61276 74358735 100.00

Dematerialisation of shares and liquidity – 71837247 shares were dematerialized amounting to 96.60% of the total paid
up capital. Shares of the Company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of
India Limited and frequently traded on both the Exchanges.

Details of Share Transfer System:


The authority relating to approval of share transfers has been delegated to the Share Transfer Committee consisting of
Mr. Ashok Kini, Chairman, Mr. S Pramanik and Mr. Vinod K Dasari. The Committee has met four times during the year for
approving transfers, transmissions, etc. Operations with regard to dematerialization are being complied with, in conformity
with the regulations prescribed.
The name and designation of Compliance Officer : Mr. S Subramanian, CFO & Company Secretary
The Registrar and Share Transfer Agents are handling all the share transfers and related transactions.
As on March 31, 2010 there were no requests pending for demats / overdue beyond the due dates.
Plant Locations:
A. Explosives : Explosives Division, Hyderabad, AP.
Explosives Division, Rourkela, Orissa.
Bulk Plants at Singrauli, Korba, Rajrappa, Ramagundam
Dhanbad and Udaipur.
B. Lubricants : Lubes Division, Silvassa

Details of Addresses for Correspondence:


Registered Office : Gulf Oil Corporation Limited
Kukatpally, Sanathnagar (IE) PO
HYDERABAD 500 018
Ph – 91 40 2381 0671 – 79
Fax – 91 40 2381 3860
E-mail : secretarial@gulfoilcorp.com
www.gulfoilcorp.com
Registrar and Share Transfer Agents Sathguru Management Consultants Private Limited
Plot No. 15, Hindi Nagar, Behind Saibaba Temple
Panjagutta, Hyderabad 500 034
Ph – 91 40 2335 6507/ 6975
Fax – 91 40 2335 4042
sta@sathguru.com
ISIN for the Equity Shares IN E 077F01027
Dividend for the last three years 2009-10: 90%
2008-09: 85%
2007-08: 75%

29
Gulf Oil Corporation Limited

12. NON MANDATORY REQUIREMENTS


The Board has constituted a Remuneration Committee and the terms of reference of this Committee are given in
para 5 above.
Whistle Blower Policy
The Company is in the process of establishing a structured mechanism for employees to report to the management,
concerns about unethical behaviour or violation of the Code of Conduct.

ANNEXURE

DIRECTORSHIPS IN OTHER COMPANIES


List of outside Company Directorships:

Ashok Kini Vinod K Dasari Vinoo S Hinduja V. Ramesh Rao


1. UTI Trustee Company 1. Ashok Leyland Limited 1. Hinduja Ventures Ltd. 1. Jaykamal Coco Care
Pvt. Ltd. Pvt. Ltd.
2. IndusInd Bank Limited 2. Automotive Coaches & 2. Hinduja Group India 2. Jaykamal Consultancy
Components Ltd. Ltd. Services Pvt. Ltd.
3. Financial Information 3. Gulf Ashley Motor Ltd. 3. Hinduja Global 3. Gulf Ashley Motor Ltd.
Network & Operations Solutions Ltd.
4. Irizar – TVS Ltd
Limited
5. Lanka Leyland Limited
6. Ashok Leyland UAE
LLC.

Chairman of the Board of Directors of other Indian Companies

1) Automotive Coaches &


- Components Ltd. - -
2) Gulf Ashley Motor Ltd.

Chairman/Member of the Committees of Directors of other Companies in which he/she is a Director*

Audit Committee:
1) IndusInd Bank Ltd.
2) UTI Trustee Company
Pvt. Ltd. - - -
3) Financial Information
Network & Operations
Limited

* As per explanation to Clause 49.I(C), only Audit Committee and Shareholders’ Grievance Committee have been
considered for the purpose.

30
Gulf Oil Corporation Limited

DECLARATION ON CODE OF CONDUCT

This is to confirm that the Board has laid down a Code of Conduct for all Board Members and senior management
personnel of the Company. The code of conduct has also been posted on the website of the Company. It is further
confirmed that all Directors and Senior Management personnel of the company have affirmed compliance with the Code
of Conduct of the Company for the financial year ended on March 31, 2010, as envisaged in Clause 49 of the Listing
Agreement with stock exchanges.

Place : Hyderabad S. PRAMANIK


Date : May 14, 2010 Managing Director

AUDITORS’ CERTIFICATE

To the Members of Gulf Oil Corporation Limited

1. We have examined the compliance of conditions of Corporate Governance by Gulf Oil Corporation Limited for the
year ended 31st March, 2010 as stipulated in Clause 49 of the Listing Agreement of the said Company with the
stock exchanges.

2. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination
was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring
compliance of the conditions of the Certificate of Corporate Governance as stipulated in the said Clause. It is
neither an audit nor an expression of opinion on the financial statements of the Company.

3. In our opinion and to the best of our information and according to the explanations given to us, we certify that
the Company has complied with conditions of the Corporate Governance as stipulated in Clause 49 of the above
mentioned Listing Agreement.

4. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the management has conducted the affairs of the Company.

For Deloitte Haskins & Sells,


Chartered Accountants
(Registration No.008072S)

K. RAJASEKHAR
Place : Hyderabad. Partner
Date : May 14, 2010 M.No. 23341

31
Gulf Oil Corporation Limited

AUDITORS’ REPORT

To the members of Gulf Oil Corporation Limited


1. We have audited the attached Balance Sheet of Gulf Oil Corporation Limited (“the Company”) as at 31st March,
2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date,
both annexed thereto, in which are incorporated the Returns from the Lubricants Branch audited by other auditors.
These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an
opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and
the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the
significant estimates made by the Management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 (CARO) issued by the Central Government in terms
of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) we have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit;

(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books and proper returns adequate for the purposes of our audit have been
received from the Lubricants Branch audited by other auditors;

(iii) the reports on the accounts of the Lubricants Branch audited by other auditors have been forwarded to us and
have been dealt with by us in preparing this report;

(iv) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in
agreement with the books of account and the audited Branch Returns;

(v) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by
this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies
Act, 1956;

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts
give the information required by the Companies Act, 1956 in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

(b) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date
and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that
date.

5. On the basis of the written representations received from the Directors as on 31st March, 2010 taken on record by the
Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed
as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

For Deloitte Haskins & Sells


Chartered Accountants
(Registration No.008072S)

K. RAJASEKHAR
Place: Hyderabad Partner
Date: 14th May 2010 (Membership No.23341)

32
Gulf Oil Corporation Limited

ANNEXURE TO THE AUDITORS’ REPORT


(Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of Company’s business/activities/result, clauses (x), (xii), (xiii), (xiv), (xviii), (xix) and (xx)
of CARO are not applicable.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation
of the fixed assets.
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular
programme of verification which, in our opinion, provides for physical verification of all the fixed assets at
reasonable intervals. In respect of assets physically verified during the year we are informed that the management
is in the process of reconciling the same with book records.
(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed
assets of the Company and such disposal has, in our opinion, not affected the going concern status of the
Company.
(iii) In respect of its inventories:
(a) As explained to us, inventories were physically verified during the year by the management at reasonable
intervals.
(b) In our opinion and according to the information and explanations given to us, the procedures of physical
verification of inventories followed by the management were reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) In our opinion and according to the information and explanations given to us, the Company has maintained
proper records of its inventories and no material discrepancies were noticed on physical verification.
(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other
parties listed in the register maintained under Section 301 of the Companies Act, 1956.
(v) In our opinion and according to the information and explanations given to us, there is an adequate internal control
system commensurate with the size of the Company and the nature of its business with regard to purchases of
inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed
any major weakness in such internal control system.
(vi) As explained to us and according to the information and explanations given to us, there are no transactions that
need to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956. Accordingly
paragraph 4(v)(b) of the CARO is not applicable.
(vii) In our opinion and according to the information and explanations given to us, the Company has complied with
the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the
Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to
the information and explanations given to us, no order has been passed by the Company Law Board or the National
Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.
(viii) In our opinion the Company has an adequate internal audit system commensurate with the size and nature of its
business.
(ix) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the
Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 in
respect of manufacture of lubricants and are of the opinion that prima facie the prescribed accounts and records
have been made and maintained. We have, however, not made a detailed examination of the records with a view to
determining whether they are accurate or complete. To the best of our knowledge and according to the information
and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any
other product of the Company.
(x) According to the information and explanations given to us in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor
Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate
authorities.

33
Gulf Oil Corporation Limited

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty,
Cess and other material statutory dues in arrears as at 31st March, 2010 for a period of more than six months
from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which
have not been deposited as on 31st March, 2010 on account of disputes are given below:
Name of the Nature Period to which the Amount Forum where dispute is
Statute of dues amount relates (Rs lakhs) Pending
Central Excise 1980-87 6.12 Asst. Commissioner
Excise Act, 1944 Duty Central Excise & Customs
1992-96 1.11 Commissioner Appeals,
Central Excise & Customs
2003-04 4.61 High Court
2006-07 1658.90 Central Excise and Service
Tax Appellate Tribunal
Sales Tax Act Sales 1992-93, 1994-95, 1369.49 Sales Tax Tribunal, Orissa
Tax 1995-96, 1998-99 & 2003-04
1977-78 to 1983-84, 1984-85, 1463.16 High Court, Orissa
1985-86, 1986-87, 1987-88,
1989-90 & 1990-91
1976-77 to 1983-84 927.37 Additional Commissioner
Commercial Taxes
1976-77 to 1983-84 & 233.32 Commissioner Commercial
1997-98 Taxes
2001-02, 2003-04 & 2004-05 9.26 Assistant Commissioner
Commercial Taxes
2002-03, 2003-04, 256.95 Joint Commissioner
2004-05, 2005-06 & 2006-07
2005-06 & 2006-07 24.79 Deputy Commissioner
Service Tax Act, Service 2004-06 2.25 Central Excise and Service
1994 Tax Tax Appellate Tribunal
Income Tax Income- 2001-02 10.27 Income tax
Act, 1961 Tax Appellate Tribunal
2005-06 719.27 Commissioner of Income Tax
(Appeals)
Wealth Tax, Wealth 2002-03 51.97 Commissioner of Income Tax
1957 Tax (Appeals)
Lubricants
Central Excise Excise 2007-08 16.04 Central Excise and Service
Act,1944 Duty Tax Appellate Tribunal ,
Mumbai
2009-10 22.09 Commissioner Appeals
Sales Sales 1994-95 & 1999-2000 318.21 High Court
Tax Act Tax 1995-96 & 1999-2000 8.54 Appellate Tribunal
1999-2000, 2001-02 & 89.52 Deputy Commissioner
2003-04
2003-04 816.52 Joint Commissioner Sales
Tax Appeals II
2004-05 1186.84 Joint Commissioner Sales
Tax Appeals II
Income Tax Income 1998-99,1999-2000 & 32.97 Commissioner Appeals
Act,1961 Tax 2000-01
Customs Customs 2006-07 15.41 Central Excise and Service
Act,1962 Duty Tax Appellate Tribunal,
Mumbai

34
Gulf Oil Corporation Limited

(xi) In our opinion and according to the information and explanations given to us having regard to roll over of buyer’s
credit by bank, the Company has not defaulted in repayment of its dues to banks or financial institutions during the
year.
(xii) In our opinion and according to the information and explanations given to us, the terms and conditions of the
guarantees given by the Company for loans taken by others from banks and financial institutions are not prima facie
prejudicial to the interests of the Company.
(xiii) In our opinion and according to the information and explanations given to us, the term loans have been applied for
the purposes for which they were obtained.
(xiv) In our opinion and according to the information and explanations given to us and on an overall examination of the
Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long- term
investment.
(xv) To the best of our knowledge and according to the information and explanations given to us, no fraud by the
Company and no fraud on the Company has been noticed or reported during the year.

For Deloitte Haskins & Sells


Chartered Accountants
(Registration No.008072S)

K. RAJASEKHAR
Place: Hyderabad Partner
Date: 14th May 2010 Membership No. 23341

35
Gulf Oil Corporation Limited

BALANCE SHEET AS AT 31ST MARCH, 2010

As at As at
Schedule 31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
I. SOURCES OF FUNDS
1. Shareholders’ Funds
(a) Capital 1 1487.17 1487.17
(b) Reserves & Surplus 2 40789.77 39794.17
42276.94 41281.34
2. Loan Funds
(a) Secured Loans 3 17074.51 17122.63
(b) Unsecured Loans 4 13412.83 23703.68
30487.34 40826.31

TOTAL 72764.28 82107.65


II. APPLICATION OF FUNDS
1. Fixed Assets
(a) Gross Block 68689.33 69504.59
(b) Less : Depreciation 11818.98 10312.36
(c) Net Block 5 56870.35 59192.23
(d) Capital Work-in-Progress and
advances on Capital Account 1233.52 1484.36
58103.87 60676.59
2. Investments 6 3057.74 3067.67
3. Deferred Tax Asset (Net) 146.27 528.27
4. Current Assets, Loans and Advances
(a) Inventories 7 12130.34 16399.40
(b) Sundry Debtors 8 11808.41 16546.89
(c) Cash and Bank Balances 9 8181.69 8580.61
(d) Loans and Advances 10 6428.88 7232.62
38549.32 48759.52
Less: Current Liabilities and Provisions
(a) Current Liabilities 11 14492.20 18728.78
(b) Provisions 12 12600.72 12195.62
27092.92 30924.40
Net Current Assets 11456.40 17835.12
TOTAL 72764.28 82107.65
Notes 18
Schedules 1 to 18 annexed hereto form part of these financial statements

Per our report attached


For Deloitte Haskins & Sells For and behalf of the Board of Directors
Chartered Accountants

K. RAJASEKHAR S. SUBRAMANIAN S. PRAMANIK S. G. HINDUJA


Partner Chief Financial Officer & Managing Director Chairman
Company Secretary
Place : Hyderabad
Date : 14th May 2010

36
Gulf Oil Corporation Limited

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

Year ended Year ended


Schedule 31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
INCOME
Income from sales and other operations 106565.94 99588.84
Less: Excise duty 8959.69 8358.68
97606.25 91230.16
Income from Property Development - 1050.00
Other Income 13 2649.30 2544.52
100255.55 94824.68
EXPENDITURE
Cost of Materials 14 47049.18 44916.03
Other Operating Expenses 15 45108.89 42065.64
Interest Expenses 16 2551.07 2430.36
Depreciation 1700.79 1537.24
96409.93 90949.27
PROFIT BEFORE EXCEPTIONAL ITEMS AND TAXATION 3845.62 3875.41
Exceptional Item (Net) (Note 24 of Schedule 18) (1584.61) -
PROFIT BEFORE TAXATION 5430.23 3875.41
Provision for Taxation
Current Tax 541.00 509.00
MAT Credit - (41.00)
Deferred Tax 382.00 387.01
Fringe Benefit Tax - 116.02
PROFIT AFTER TAXATION 4507.23 2904.38
Balance Brought forward from Previous Year 5857.40 4801.95
BALANCE AVAILABLE FOR APPROPRIATION 10364.63 7706.33
APPROPRIATIONS
Proposed Dividend 1338.46 1264.10
Dividend Tax 222.30 214.83
Transfer to General Reserve 500.00 370.00
Balance Carried to Balance Sheet 8303.87 5857.40
Earnings per share in Rs. (Note 20 of Schedule 18)
- Basic Rs. 6.06 Rs. 3.91
- Diluted Rs. 6.06 Rs. 3.91
Notes on Accounts 18
Schedules 1 to 18 annexed hereto form part of these financial statements

Per our report attached


For Deloitte Haskins & Sells For and behalf of the Board of Directors
Chartered Accountants

K. RAJASEKHAR S. SUBRAMANIAN S. PRAMANIK S. G. HINDUJA


Partner Chief Financial Officer & Managing Director Chairman
Company Secretary
Place : Hyderabad
Date : 14th May 2010

37
Gulf Oil Corporation Limited

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010

2009-2010 2008-2009
Rupees Rupees Rupees Rupees
Lakhs Lakhs Lakhs Lakhs
(A) CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax and after exceptional items 5430.23 3875.41
Adjustments for:
Depreciation 1700.79 1537.24
Dividend received (1.42) (1.97)
Profit on sale of Fixed Assets (2246.65) (2291.31)
Sale of Development Rights in Property - (1050.00)
Amount received against advances made and
adjusted to Revaluation Reserve in earlier year (1973.25) -
Profit on sale of long term Investments (46.92) -
Compensation under voluntary retirement Scheme
adjusted to Revaluation Reserve - (703.01)
Campsite Expenses adjusted to revaluation reserve - (101.04)
Interest Income (200.28) (486.93)
Unrealised (Gain)/Loss on Exchange - Net (197.29) 1977.15
Interest expense 2751.35 (213.67) 2917.29 1797.42
Operating Profit before working Capital changes 5216.56 5672.83

Adjustments for:
Trade and other Receivables - Increase/ (Decrease) 5531.28 (4518.62)
Inventories - Increase/ (Decrease) 4176.78 (7277.58)
Trade Payables - (Increase)/Decrease (3493.42) 6214.64 6417.48 (5378.72)
Cash generated from Operations 11431.20 294.11
Direct Taxes paid (net of refunds) (773.12) (735.16)
Fringe Benefit Tax Paid - (97.43)
(773.12) (832.59)
NET CASH FROM / (USED IN) OPERATING ACTIVITIES 10658.08 (538.48)

(B) CASH FLOW FROM INVESTING ACTIVITIES


Purchase of Fixed Assets (1182.70) (6720.30)
Sale of Fixed Assets (including land) 2405.43 2391.06
Sale of Development Rights in Property - 1050.00
Purchase of Investments in Subsidiary Company - (5.00)
Sale of investments in subsidiary 50.00 -
Sale of long term investment 6.85 -
Advance to subsidiary Companies (0.09) (3228.37)
Advances to subsidiary company realised 1973.25 -
Interest Received 312.88 486.93
Dividend received 1.42 1.97
NET CASH FROM / (USED IN) INVESTING ACTIVITIES 3567.04 (6023.71)

38
Gulf Oil Corporation Limited

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010

2009-2010 2008-2009
Rupees Rupees Rupees Rupees
Lakhs Lakhs Lakhs Lakhs
(C) CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from borrowings 30331.89 18221.07
Proceeds from Fixed Deposits (158.96) (131.23)
Repayment of borrowings (38902.80) (4458.73)
Loans from Companies 11506.39 4699.86
Repayment of Loans to Companies (13248.46) (2594.32)
Interest paid (2683.02) (2964.94)
Dividend paid (1254.25) (1097.81)
Dividend tax paid (214.83) (189.56)
NET CASH (USED IN) / FROM FINANCIAL ACTIVITIES (14624.04) 11484.34
Net increase/(decrease) in cash and cash equivalents (398.92) 4922.15
Cash and Cash Equivalents as at the commencement
of the year - Cash and Bank Balances 8580.61 3778.80
Add: Cash and Cash Equivalents taken over from - 0.47
IDL Speciality Chemicals Limited (Note 2 of Schedule 18)
Less: Cash and Cash Equivalents transferred to - 120.81
IDL Speciality Chemicals Limited (Note 2 of Schedule 18)
8580.61 3658.46
Cash and Cash Equivalents as at the end of the year -
Cash and Bank Balances * 8181.69 8580.61
* includes Rs.79.94 Lakhs (31.03.2009 Rs. 51.04 Lakhs) being the deposit made under Rule 3A of the Companies
(Acceptance of Deposits) Rules, 1975

Per our report attached


For Deloitte Haskins & Sells For and behalf of the Board of Directors
Chartered Accountants

K. RAJASEKHAR S. SUBRAMANIAN S. PRAMANIK S. G. HINDUJA


Partner Chief Financial Officer & Managing Director Chairman
Company Secretary
Place : Hyderabad
Date : 14th May 2010

39
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS

As at As at
31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
Schedule 1
SHARE CAPITAL
AUTHORISED 2500.00 2500.00
12,50,00,000 Equity Shares of Rs.2 each
ISSUED AND SUBSCRIBED
7,43,58,735 Equity Shares of Rs.2 each fully paid 1487.17 1487.17

Of the above
(a) 4,65,025 shares represent 93,005 shares after sub-division of
shares of Rs.10 to Rs.2 each allotted as fully paid pursuant to
contract without payment being received in cash
(b) 2,60,75,125 shares represent 52,15,025 shares after sub-division
of shares of Rs.10 to Rs.2 each allotted as fully paid up bonus
shares by capitalisation of Reserves.
(c) Pursuant to the merger scheme as approved by Board for
Industrial and Financial Reconstruction, 15,18,735 shares
represent 3,03,747 shares after sub-division of shares from
Rs.10 to Rs.2 each, allotted effective 31st March, 1999 to the
shareholders of erstwhile IDL Salzbau (India) Limited.
(d) 2,93,50,000 represent 58,70,000 after sub-division of shares
from Rs.10 to Rs.2 each, allotted effective 1st January, 2002,
consequent to the amalgamation of erstwhile Gulf Oil India
Limited, to the shareholders of erstwhile Gulf Oil India Limited

Schedule 2
RESERVES AND SURPLUS
a) SECURITIES PREMIUM ACCOUNT 4852.45 4852.45
b) CAPITAL RESERVE 0.75 0.75
c) EXPORT ALLOWANCE RESERVE 10.50 10.50
d) REVALUATION RESERVE
Per last Balance Sheet 18429.06 183896.69
Less: Adjustment on account of revaluation - 140096.87
(Refer note 27 of Schedule 18)
Less: Withdrawal of Reserve (Refer note 27 of Schedule 18) 1950.87 -
16478.19 43799.82
Less: Debit balance in the Profit & Loss accounts of
IDL Speciality Chemicals Limited in accordance with
Scheme of Arrangement - 87.04
(Refer note 2.2 of Schedule 18) 16478.19 43712.78
Less: Adjustments as detailed in note 2.4 of Schedule 18 - 16478.19 25283.72 18429.06
e) GENERAL RESERVE
Per last Balance Sheet 10644.01 10339.05
Add : Transfer from Profit & Loss Account 500.00 370.00
Less: Adjustment on account of exchange
difference capitalised - 11144.01 65.04 10644.01
f) PROFIT & LOSS ACCOUNT
Per Account Annexed 8303.87 5857.40
40789.77 39794.17

40
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS

As at As at
31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
Schedule 3
SECURED LOANS
A. From Banks
(i) Cash Credit (includes Working Capital Demand Loan) 6926.88 6994.57
(ii) Foreign Currency Working Capital Loan 1015.65 1141.20
[USD 2.25 million (31.03.2009 USD 2.25 million)]
(iii) Term Loans
(a) State Bank of India 769.14 1478.36
(b) State Bank of Hyderabad 4754.49 2865.03
(c) ABN Amro Bank 215.46 815.93
(d) Oriental Bank of Commerce 35.58 124.49
(e) Andhra Bank 103.63 187.64
(f) Kotak Mahindra Bank Limited 264.27 366.25
(g) State Bank of Mauritius Limited 1960.00 -
B. From Others
SREI Infrastructure Finance Limited 404.12 781.80
Hinduja Ventures Limited 625.29 2367.36
17074.51 17122.63

Schedule 4
UNSECURED LOANS
Fixed Deposits [See note 14(f) of Schedule 18] 510.69 140.83
Deferred Hire Purchase Credits 422.47 291.58
ICICI Bank Limited - 283.73
Short Term Loan from IDBI Bank Limited 2000.00 1550.00
SREI Infrastructure Finance Limited 104.48 152.20
Dealers’ deposits 68.25 69.50
Buyers Credit - Long term - 675.04
- Short term 10306.94 20510.06
Inter Corporate Loans - Short term - 30.74
13412.83 23703.68

41
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS


Schedule 5
FIXED ASSETS: Rupees Lakhs
COST DEPRECIATION NET BOOK VALUE
Additions on Transfer to Additions on Transfer to
ASSETS Cost/ transfer of Agro IDL Speciality Cost/ transfer of Agro IDL Speciality Cost/ Cost/
Adjustment on Impairment On Impairment
Revaluation Undertaking Chemicals Additions Deductions Revaluation 31.03.2009 Undertaking Chemicals For the year 31.03.2010 Revaluation Revaluation
revaluation of Assets Deductions of Assets
31.03.2009 (note 2 on Ltd (Note 2 on 31.03.2010 (note 2 on Ltd (Note 2 on 31.03.2010 31.03.2009
Schedule 18) Schedule 18) Schedule 18) Schedule 18)
Land-Freehold 47,399.44 - - - - 1,952.50 - 45,446.94 - - - - - - - 45,446.94 47,399.44
Land-Leasehold 19.10 - - - - - - 19.10 4.78 - - 0.22 - - 5.00 14.10 14.32
Buildings 2,248.31 - - - 4.92 25.58 - 2,227.65 873.44 - - 58.42 1.15 - 930.71 1,296.94 1,374.87
Leasehold Improvements 6.80 - - - - - - 6.80 6.80 - - - - - 6.80 - -
Plant & Machinery
Equipments etc. 17,681.53 - - - 1,175.54 199.48 - 18,657.59 8,235.78 - - 1,450.93 174.94 - 9,511.77 9,145.82 9,445.75
Furniture, Fixtures &
Office appliances 1,421.10 - - - 77.62 5.89 - 1,492.83 784.39 - - 126.28 2.78 - 907.89 584.94 636.71
Vehicles 728.31 - - - 138.20 28.09 - 838.42 407.17 - - 64.94 15.30 - 456.81 381.61 321.14
Technical Knowhow - - - - - - - - - - - - - - - - -
69,504.59 - - - 1,396.28 2,211.54 - 68,689.33 10,312.36 - - 1,700.79 194.17 - 11,818.98 56,870.35 -
31.03.2009 2,08,902.53 11.72 5,285.54 1,40,096.87 6,692.64 203.26 516.63 69,504.59 9,930.55 1.38 588.63 1,537.24 103.51 464.67 10,312.36 59,192.23

Notes:-
1) Assets costing Rs. 948.57 lakhs (previous year Rs.270.70 lakhs) have been acquired on hire purchase, the legal ownership of which will be transferred to the Company after
the final payment. (Refer note 22(b) of schedule 18)
2) Additions to Plant & Machinery include Rs. 52.24 Lakhs (previous year Rs. 105.15 Lakhs) being difference in foreign exchane loan obtained for acquisition of fixed assets
(Refer note 19(b) of schedule 18)
3) Deduction under land includes Rs. 1950.87 Lakhs withdrawn from Revaluation Reserve. (Refer note 27 of schedule 18)

As at As at
31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
Schedule 6
INVESTMENTS
At cost, unless otherwise stated
UNQUOTED- LONG TERM TRADE
Shares in subsidiary companies
IDL Speciality Chemicals Limited
(formerly IDL Agro Chemicals Limited )
2,40,000 Equity Shares of Rs.10 each - 24.00
Less: Diminution in value (Sold during the year) - - 24.00 -
IDL Buildware Limited (formerly IDL Finance Limited) 203.41 203.41
19,70,000 Equity Shares of Rs. 10 each
Less: Diminution in value 203.41 - 203.41 -

2,00,000 8% Redeemable Cumulative Preference 200.00 200.00


Shares of Rs. 100 each
Less: Diminution in value 200.00 - 200.00 -
Gulf Oil Bangladesh Limited 71.91 71.91
1,77,939 Equity Shares of Bangladesh Taka 50 each
fully paid

PT Gulf Oil Lubricants Indonesia 680.70 680.70


15,000 Shares of Indonesia Rp.8,61,900 each fully paid
equivalent to US $ 1,500,000
Gulf Carosserie India Limited
3,80,001 Equity Shares of Rs. 10 each fully paid 38.00 38.00
Less: Diminution in value 38.00 - 38.00 -
Hinduja Infrastucture Limited
50,000 Equity Shares of Rs. 10 each fully paid 5.00 5.00

42
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS

As at As at
31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
Schedule 6 (Contd.)

Gulf Oil (Yantai) Co., Limited


41,32,540 Equity Shares of US $ 1 each fully paid 2157.86 2157.86
IDL Speciality Chemicals Limited
(formerly IDL Agro Chemicals Limited )
97,60,000 Equity Shares of Rs.10 each to be allotted
(Refer Note 2 of Schedule 18) - 6374.14
Less: Diminution in value - - 6374.14 -
(Sold during the year)
OTHERS
500 Shares of Rs.10 each in 0.05 0.05
IDL Chemicals Employees’ Co-operative
Credit Society Limited, Hyderabad
500 Shares of Rs.10 each in 0.05 0.05
IDL Chemicals Employees’ Co-operative
Credit Society Limited, Rourkela
27,978 units of Rs.10 each in 2.97 2.97
UTI Bond Fund of Unit Trust of India
Pachora Peoples Co-operative Bank Limited - -
2 shares of Rs. 100 each
Gulf Ashley Motors Limited
1,14,000 Equity Shares of Rs 100 each 114.00 114.00
Patancheru Enviro-Tech Limited - 3.00
58,460 Equity Shares of Rs 10 each

APDL Estate Limited


(formerly IDL Arom International Limited)
23,62,000 10% Redeemable Cumulative Preference 2362.00 2362.00
Shares of Rs. 100 each
Less: Diminution in value 2362.00 - 2362.00 -

QUOTED-LONG TERM
OTHERS
Ashok Leyland Limited 24.23 24.23
1,00,000 Equity Shares of Rs. 1 each
Hinduja TMT Limited 0.06 0.06
96 Equity Shares of Rs. 10 each

Jammu & Kashmir Bank Ltd. 0.91 0.91


2,400 Equity Shares of Rs. 10 each
IndusInd Bank Limited - 6.93
14,623 Equity Shares of Rs. 10 each fully paid
(Sold during the year)
3057.74 3067.67
Notes:
1. Aggregate cost of quoted investments 25.20 32.13
2. Aggregate Market Value of quoted investments 55.56 30.34
3. Aggregate cost of unquoted investments 3032.54 3035.54

43
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS

As at As at
31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs

Schedule 7
INVENTORIES
(At lower of cost and net realisable value)
Land / Building for Property development, at cost 25.63 117.91
Contract work - in - progress - 382.17
Stores & Spares 499.70 512.89
Packing Materials and Fuel 504.04 360.48
Raw Materials 6456.45 9035.97
Work-in-Process 805.97 828.14
Finished Goods 3838.55 5161.84
12130.34 16399.40

Schedule 8
SUNDRY DEBTORS - UNSECURED
a) Debts outstanding for a period exceeding six months:
Considered good 1204.70 1390.48
Considered doubtful 3595.70 3954.82

b) Other Debts :
Considered good * 10603.71 15156.41
15404.11 20501.71
Less : Provision for doubtful debts 3595.70 3954.82
11808.41 16546.89

* Includes dues from subsidiaries - Rs. 43.75 Lakhs (31.03.09 - Rs. 41.71 Lakhs)

Schedule 9
CASH AND BANK BALANCES
Cash / Cheques on hand # 1281.56 412.13
With Scheduled Banks :
Current Account 1294.76 1730.82
Fixed Deposits/Margin account * 5605.37 6437.66
8181.69 8580.61

# includes cheques on hand Rs.1254.40 lakhs (31.03.2009 Rs.389.82 lakhs)


* includes Rs.79.94 Lakhs (31.03.2009 Rs. 51.04 Lakhs) being the deposit
made under Rule 3A of the Companies (Acceptance of Deposits) Rules, 1975

44
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS

As at As at
31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs

Schedule 10
LOANS AND ADVANCES
(Unsecured, considered good unless otherwise specified)
Advances to Subsidiary Companies (interest free) *
IDL Speciality Chemicals Ltd (IDL Agro Chemicals Limited)
- 3103.97
Less : Provision for doubtful advances - - 3103.97 ** -
Gulf Carosserie India Ltd., 5.38 5.29
Less : Provision for doubtful advances 5.29 0.09 5.29 ** -
IDL Buildware Limited 440.89 447.26
Less : Provision for doubtful advances 440.89 - 447.26 ** -
Advances to Other Companies
IDL Speciality Chemicals Ltd (IDL Agro Chemicals Limited) 1137.09
Less : Provision for doubtful advances 1137.09 - -
Advance tax (net of provision) 557.17 325.05
Advances recoverable in cash or in kind or for value to be received:
Considered good 4391.36 5314.86
Considered doubtful 174.76 84.76
4566.12 5399.62
Less : Provision for doubtful advances 174.76 4391.36 84.76 5314.86

Balance with Excise Authorities 1480.26 1592.71


6428.88 7232.62
** Refer Note 2.4 of Schedule 18
* Maximum amount outstanding during the year IDL Speciality
Chemicals Limited(formerly IDL Agro Chemicals Ltd) - Rs. 3103.97
Lakhs (31-03-2009 Rs.3103.97 lakhs) Gulf Carosserie India
Limited-Rs. 5.38 lakhs (31-03-2009 Rs.5.29 lakhs) IDL Buildware
Limited- Rs. 447.26 Lakhs (31-03-2009 Rs. 447.26 lakhs)

Schedule 11
CURRENT LIABILITIES
Acceptances 404.21 3179.86
Sundry Creditors :
Due to Micro and Small Enterprises - -
Others 12982.50 13122.79
Advance from Customers 917.21 2285.20
Interest accrued but not due on Loans 104.49 34.88
Liability towards Investors Education and Protection Fund under
Section 205C of the Companies Act, 1956
Due
(i) Unpaid Dividends - 0.04
(ii) Unclaimed Matured Deposits - -
(iii) Interest accrued on (ii) above - -
Not due
(i) Unpaid Dividends 75.29 65.40
(ii) Unclaimed Matured Deposits 7.77 38.21
(iii) Interest accrued on (ii) above 0.73 2.40
14492.20 18728.78

45
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS

As at As at
31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
Schedule 12
PROVISIONS
Employee benefits - Gratuity 1400.10 1134.37
- Compensated Absence 304.10 246.56
Indirect Taxes * 8394.10 8394.10
Others * 893.55 893.55
Fringe Benefit Tax 48.11 48.11
Proposed dividend 1338.46 1264.10
Tax on dividend 222.30 214.83
12600.72 12195.62
* Refer Note 2.4 of Schedule 18

Year ended Year ended


31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
Schedule 13
OTHER INCOME
Dividend from Long Term Investment 1.42 1.97
Profit on Sale of Property / Fixed Assets 2246.65 2291.31
Insurance Claims 10.57 45.28
Export Incentives (DEPB) 174.60 84.74
Provision no longer required written back - 41.00
Miscellaneous 216.06 80.22
2649.30 2544.52

Schedule 14
COST OF MATERIALS
Raw Materials Consumed :
Opening Stock 9035.97 *4183.81
Add : Purchase 36209.66 44146.42
45245.63 48330.23
Less : Closing Stock 6456.45 38789.18 9035.97 39294.26

Purchase of Finished Goods 3143.03 4661.60

(Increase)/Decrease in Finished Goods,


Work-in-Process and Contracts-in-Progress:

Closing Stock
Finished Goods 3838.55 5161.84
Work-in-Process 805.97 828.14
Contracts-in-Progress - 382.17
4644.52 6372.15

46
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS

Year ended Year ended


31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
Schedule 14 (Contd.)
Opening Stock :
Finished Goods 5161.84 4530.37
Work-in-Process 828.14 1484.11
Contracts-in-Progress 382.17 -
Add: Stocks taken over from IDL Speciality
Chemicals Ltd - 16.16
Less: Stocks transferred to IDL Speciality
Chemicals Ltd in terms of scheme of
arrangement (Refer note 2 of Schedule 18) - (1833.38)
6372.15 4197.26
Less: Adjusted against Revaluation Reserve - 16.16
(Refer note 2 of Schedule 18)
6372.15 1727.63 4181.10 (2191.05)
Packing Materials Consumed 3612.16 3293.83
47272.00 45058.64
Less: Scrap realisation 211.77 188.89
47060.23 44869.75
Excise duties etc. on Increase/(Decrease) of
Finished Goods (11.05) 46.28
47049.18 44916.03

* Excludes Rs. 534.50 Lakhs stocks transferred to IDL Speciality Chemicals Limited in terms of the Scheme of Arrangement
(Refer Note 2 of Schedule 18)

Schedule 15
OTHER OPERATING EXPENSES
Payments to and provisions for Employees :
Salaries, Wages and Bonus 6560.02 5772.61
Contribution to Provident Fund, Gratuity
Fund and other Funds 1007.41 871.65
Workmen and Staff Welfare Expenses 641.02 8208.45 607.87 7252.13
Stores, Spare Parts and Loose Tools consumed 299.92 235.14
Processing Charges 1192.35 826.99
Power, Fuel and Water 762.73 609.40
Rent 1514.04 1415.46
Rates and Taxes 410.35 381.01
Expenses on Operation Contracts 15515.58 15500.37
Insurance 284.09 251.77
Advertising 2344.39 1298.29
Distribution Expenses 4029.12 3182.25

47
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS

Year ended Year ended


31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
Schedule 15 (Contd.)
Commission on sales 285.04 202.28
Discount on sales 6154.56 5078.80
Repairs to Buildings 88.14 38.35
Repairs to Machinery 372.82 233.55
Travelling and Conveyance 687.21 572.57
Bank charges and other Financial charges 496.42 410.48
Directors’ Fees 21.82 16.40
Commission to non-wholetime Directors 9.84 16.70
Postage, Telephone and Telex 204.14 199.78
Legal & Professional charges 474.71 431.78
Provision for doubtful debts/advances 474.03
Bad Debts, advances etc written off 743.15
Less: Provision for doubtful debts written-back 743.15 - -
Royalty 498.91 467.26
(Gain) / Loss on Exchange Fluctuation (168.42) 2579.61
Miscellaneous 948.65 865.27
45108.89 42065.64

Schedule 16
INTEREST EXPENSES
Interest
On Term Loans 1700.90 1311.15
Others 1050.45 2751.35 1606.14 2917.29

Less: Interest on deposits with banks etc.


(Tax deducted at source Rs. 41.05 Lakhs;
Previous year Rs.9.34 Lakhs) 193.56 373.67
Interest on advance payment of taxes 6.72 200.28 113.26 486.93
2551.07 2430.36

48
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS


Schedule 17
CAPACITY, PRODUCTION, STOCKS, SALES AND CONSUMPTION:
(a) Quantitative information in respect of goods produced / purchased:

CAPACITY PER ANNUM

Item Unit Licensed Installed * Production

2009-10 2008-09 2009-10 2008-09 2009-10 2008-09

Detonators Millon Nos 192.00 192.00 192.00 192.00 115.81 110.99

Detonating Fuse Millon Metres 45.00 45.00 22.50 22.50 25.51 21.53

Safety Fuse Millon Metres 87.78 # 87.78 # - - - -

Industrial Explosives- Tonnes 138000.00 138000.00 138000.00 138000.00 73727.34 62036.97


Cartridged, Bulk,
Emulsion and ANFO

Boosters Tonnes 190.00 190.00 125.00 125.00 42.25 76.05

Penta Erythritol Tonnes 1440.00 1440.00 - - - -


Tetra Nitrate (PETN) @

Exploders Numbers 500.00 500.00 - - - -

Single or double or Sq.Metres 1122.11 2374.00


Multilayer clad plates $ Corresponding ! ! !! !! 70.96 101.35
to Tonnes

Lubricating Oils KL NA NA 75000.00 75000.00 47298.00 40844.00

* Installed Capacity is as certified by the Managing Director and not verified by the auditors, being a technical matter

Notes:
1. Licenced capacity includes letter of intent issued by Government of India and includes application for renewals
# As given in the licence, 12 million coils per annum which is equivalent to 87.78 million metres
@ Only Bhiwandi Plant for which a separate licence has been obtained, however, the plant has since been
closed.
! 1,00,000 Sq metres corresponding to maximum tonnage of 25,000 tonnes of cladding plates
!! Installed Capacity is not estimatable as production can be increased substantially with the facilities available
merely by increasing the size/weight of clad plates
$ Excludes product meant for development production of intermediate products captively consumed and products
for which no separate licence was required, has not been included above.

49
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS


(b) Stock of Finished Goods / Sales, including income from other Operations:
Stock of Finished Goods Sales
31.03.2010 31.03.2009 31.03.2008 2009-10 2008-09
Item Unit
Rupees Rupees Rupees Rupees Rupees
Qty Qty Qty Qty Qty
Lakhs Lakhs Lakhs Lakhs Lakhs
Detonators Millon Nos 12.60 855.25 13.13 1076.05 17.41 1136.10 113.83 7398.51 114.93 7499.50
Detonating Fuse Millon Metres 1.70 64.49 1.62 65.44 3.37 121.75 26.46 1384.07 23.22 1303.92
Safety Fuse - Purchased Millon Metres 0.02 0.07 0.13 0.06 - - 0.79 32.42 1.36 65.25
Cartridged ANFO & NCN Tonnes 1144.62 403.29 1465.59 402.85 612.91 204.13 73736.54 20968.96 61314.16 17282.16
(High Explosives)
Boosters Tonnes 19.17 44.41 29.24 66.23 11.81 20.00 52.16 137.50 59.48 150.18
Single or double or Sq.Metres 1122.11 565.57 2374.00 1014.55
Multilayer clad plates Corresponding - - - - - - 70.96 - 101.35 -
to Tonnes
Lubricating Oils KL 4140.00 2420.60 3793.00 3379.05 2901.00 1645.03 49306.00 55685.75 45407.00 50123.65
Filters Nos 72972.00 50.44 191593.00 91.71 192279.00 94.49 932471.00 508.24 795672.00 434.13
Car Care Products KL - - 54885.00 66.59 43230.00 57.87 15888.00 31.70 33633.00 62.95
GRACO Nos - - 122.00 13.86 166.00 17.09 307.00 25.12 400.00 64.35
Bulk Drugs Tonnes - - - - 9.16 1220.56 0.30 29.81 - -
Formulations- Tablets Thousand Nos - - - - 461.00 13.35 - - - -
Income from Operation
Contracts - - - - - - - 19368.96 - 21093.38
Income from Property-
Rent - - - - - - - 102.06 - 138.95
Others - - - - - - - 327.27 - 355.87
3838.55 5161.84 4530.37 106565.94 99588.84

(c) Purchase of Finished Goods:


2009-10 2008-09
Item Unit
Qty Rupees Lakhs Qty Rupees Lakhs
Safety Fuse M.Metres 0.48 14.34 1.04 20.90
Grease/Unprocessed Oils MT 2587.00 2702.01 5660.00 4267.45
Filters Nos 929046.00 342.70 800908.00 299.97
Car Care Products KL 3594.00 6.30 45288.00 44.28
GRACO Nos 185.00 15.76 356.00 29.00
D Cord M.Metres 1.12 32.90 - -
Formulations KG’s 300.00 29.02 - -
3143.03 4661.60

(d) Raw Materials Consumed:


2009-10 2008-09
Item Unit
Qty Rupees Lakhs Qty Rupees Lakhs
Coating Materials Tonnes 825.83 553.18 925.41 533.30
Chemicals :
Explosives/ Detonators/ Acids Tonnes 59523.93 10375.69 53048.61 11217.59
Metals Tonnes 1223.86 1699.20 1122.05 1907.69
Yarn & Paper Tonnes 91.74 103.98 69.21 82.82
Base Oil Tonnes 39352.27 20160.43 36662.98 21383.52
Additives Tonnes 3060.61 4630.65 2404.86 3131.98
Miscellaneous 1266.05 1037.36
38789.18 39294.26

50
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS


18. NOTES ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2010
1. ACCOUNTING POLICIES
The accounts have been prepared primarily on the historical cost convention and in accordance with the relevant
provisions of the Companies Act, 1956 and the accounting standards notified by the Companies (Accounting
Standards) Rules, 2006. The significant accounting policies followed by the company are stated below:
I. FIXED ASSETS:
Fixed assets are shown at cost / revalued amount less depreciation. Cost comprises the purchase price and
other attributable expenses.
II. DEPRECIATION ON FIXED ASSETS:
(i) The Company follows the straight-line method of charging depreciation on all its fixed assets. The Depreciation
has been provided in the manner and at the rates prescribed in Schedule XIV to the Companies Act, 1956
on all the assets except certain equipments which are depreciated over their estimated useful life.
(ii) Leasehold land is being amortised in equal instalments over the lease period.
(iii) Technical Know-how is amortised over a period of five to seven years.
III. INVESTMENTS:
Current Investments are valued at lower of cost and fair value. Long Term Investments are valued at cost.
Where applicable, provision is made if there is a permanent fall in valuation of long term Investments.
IV. INVENTORIES:
Inventories are valued at lower of cost and net realisable value. The method of arriving at cost of various
categories of inventories is as below:
(a) Stores and Spares, Raw and Packing material Weighted Average method
(b) Finished goods and work-In-process Weighted average cost of production, which compris-
es direct material costs, and appropriate overheads.
Represents expenses incurred on execution of con-
(c) Contracts-in-progress tracts till balance sheet date

V. FOREIGN CURRENCY TRANSACTIONS:


Transactions made during the year in foreign currency are recorded at the exchange rate prevailing at the time
of transaction. Assets and Liabilities related to foreign currency transactions remaining unsettled at the year
end are translated at the contract rates when covered by forward cover contracts and at year-end rates in other
cases. Realised gains and losses on foreign exchange transactions other than those relating to fixed assets
are recognised in the profit and loss account except gain/loss on transaction of long term liabilities incurred to
acquire fixed assets is treated as an adjustment to the carrying cost of fixed assets.
VI. REVENUE RECOGNITION:
a) Sale of goods is recognised at the point of despatch of finished goods to customers. Sales include amount
recovered towards excise duty but exclude sales tax. Export incentive under the Duty Entitlement Pass
Book scheme has been recognized on the basis of credits afforded in the passbook.
b) Income from services is recognized at the time of rendering the services.
c) Income from Property Development is recognised as soon as contract is entered with the Party and the
consideration is received.
d) Contract revenue is recognised on percentage completion method as required under revised Accounting
Standard -7 - Construction Contracts. The stage of completion is determined as a proportion that contract
costs bear to the estimated total costs. When it is probable that any stage of the contract that the total cost
will exceed the total contract revenue, the expected loss is recognised immediately.
VII. RESEARCH AND DEVELOPMENT EXPENSES:
Research and Development expenditure of revenue nature is written off in the year in which it is incurred and
expenditure of a capital nature is added to fixed assets.

51
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS


VIII. EMPLOYEE RETIREMENT BENEFITS:
Retirement benefits to employees are provided for by means of gratuity, superannuation and provident fund.
The gratuity liability is determined based on the actuarial valuation as at the year end.
Payments in respect of superannuation are made to the fund administered by LIC.
Provision in respect of compensated absences is made based on actuarial valuation as at year end.
Contribution to Provident fund is based on defined contribution and expensed as incurred.
IX. TAXES ON INCOME:
Current tax is determined as the amount of tax payable in respect of taxable income for the year.
Deferred tax is recognised subject to the consideration of prudence in respect of deferred tax assets on timing
differences, being the difference between taxable income and accounting income that originate in one period
and are capable of reversal in one or subsequent periods.
X. SEGMENT REPORTING:
The accounting policy adopted for Segment Reporting is in line with the accounting policy of the Company with
the following additional policy for Segment Reporting:-
Revenue and expenses have been identified to segments on the basis of their relationship to the operating
activities of the segment. Revenue and expenses, which relate to the enterprise as a whole and are not
allocable to the segments on a reasonable basis, have been included under “Unallocated Expenses”. Inter
Segment transfers are at cost.
2. Demerger of Speciality Chemicals Division of the Company and merger of Agro Division of IDL Speciality
Chemicals Limited with the Company. (“the Scheme”) in 2008-09.
2.1 Pursuant to a Scheme of Arrangement between the Company and IDL Speciality Chemicals Limited (IDL SC)
and their respective shareholders, which was sanctioned by the Honourable High Court of Andhra Pradesh by its
Order dated 24th March, 2009, the assets and liabilities of the Speciality Chemicals Division of the Company were
transferred to and vested with IDL SC with effect from 1st April 2008 and the assets and liabilities of Agro Division of
IDL SC were transferred and vested with the Company with effect from 1st April, 2008.
2.2 As provided in the Scheme, the debit balance of Rs.87.04 Lakhs in the Profit & Loss Account as at 1st April, 2008 of
Agro Division of IDL SC was adjusted against the Revaluation Reserve.
2.3 (a) Pursuant to the Scheme, 97,60,000 equity shares of Rs. 10 each of IDL SC were issued to the Company
towards Rs. 6374.14 Lakhs, representing the excess of assets over liabilities of the Speciality Chemicals Division
transferred to IDL SC. The shares were issued during the year.
(b) In accordance with the Scheme, the Company was required to discharge the obligations of IDL SC and IDL SC
in turn would re-imburse the Company. Accordingly, the liabilities of IDL SC discharged/ to be discharged by the
Company aggregating to Rs. 2699.59 Lakhs were included as part of Loans and Advances (Schedule 10). Such
liability was discharged during the year.
2.4 The Board of Directors of the Company had, in pursuance of the scheme restated and / or revised certain assets
and liabilities including intangibles as at 31st March 2009 and the net effect thereof was adjusted against Revaluation
Reserve as detailed below :-

Adjustments to Revaluation Reserves Rs. Lakhs


Receivables which are subject matter of dispute 1679.12
Write down of Inventories taken over from IDL SC 16.16
Miscellaneous Expenditure 1475.45
Obsolete Fixed Assets 84.21
Doubtful Advances 3577.58
Diminution in value of long term investment 9163.55
Provision for Indirect Taxes 8394.10
Others 893.55
Total 25283.72

52
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS


2.5 The adjustment to Revaluation Reserve of (a) the debit balance in the profit and loss account of IDL SC as at 1st April
2008, amounting to Rs.87.04 Lakhs (Refer Note 2.2 above) and (b) the effect of valuation / restatement / revision of
certain assets and liabilities of the Company is Rs. 25283.72 Lakhs (Refer Note 2.4 above) which was in pursuance
of the Scheme approved by the Hon’ble High Court of Andhra Pradesh, at Hyderabad in the previous year.

3. Managerial Remuneration under Section 198 of the Companies Act, 1956


2009-10 2008-09
Rs. Lakhs Rs. Lakhs
Salaries 56.63 42.49
Commission 9.84 16.70
Contribution to Provident Fund and Superannuation Fund 9.56 7.17
Benefits 3.47 2.86
Commission to non-wholetime Directors 9.84 16.70
89.34 85.92
Note:
Having regard to the fact that there is a global contribution to Gratuity Fund, the amount applicable to an individual
employee is not ascertainable and accordingly, contribution to Gratuity Fund has not been considered in the above
computation.

4. Computation of Net Profit and Directors’ Commission


2009-10 2008-09
Rs. Lakhs Rs. Lakhs
Profit before Taxation 5430.23 3875.41
Add:
Depreciation 1700.79 1537.24
Directors Remuneration 89.34 85.92
Provision for doubtful debts 474.03 2264.16 - 1623.16
7694.39 5498.57
Less:
Depreciation under Section 350 of the Companies
Act, 1956 1700.79 1537.24
Write off of Bad debts 743.15 -
Profit on sale of Fixed Assets 2246.65 2291.31
Amounts received towards advance made and pro-
vided against Revaluation Reserve 1973.25 -
Net Profit on sale of investment (long term) 46.92 6710.76 - 3828.55
983.63 1670.02
Commission
(a) Managing Director @ 1% 9.84 16.70
(b) Non-Wholetime Directors @1% 9.84 16.70
Note:
The Company had been legally advised that the adjustments made to Revaluation Reserve in 2008-09, in accordance
with the Scheme of Arrangement approved by the Honourable High Court of Andhra Pradesh, at Hyderabad, will not
have any effect on the profits as determined under Section 349 of the Companies Act, 1956.

5. Payment to Auditors (Excluding Service Tax)

2009-10 2008-09
Rs. Lakhs Rs. Lakhs
Audit Fees 14.50 14.50
Tax Audit 3.00 2.50
Other Services 9.20 8.35
Reimbursement of Expenses 1.89 2.21

53
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS


6. Payments to Branch Auditors (Excluding Service Tax)

Audit Fees 7.50 7.50


Tax Audit 2.50 2.50
Other Services 5.25 4.50
Reimbursement of Expenses 1.60 1.02

7. Expenditure in Foreign Currency

Interest 475.60 1104.88


Commission on Exports 86.84 110.61
Other- travelling expenses, books & periodicals etc., 112.76 233.20
Royalty (inclusive of Tax Deducted at Source) 498.91 467.26

8. Earnings in Foreign Exchange

Export on F O B Basis 6029.34 4139.37

9. Amount remitted during the year in foreign currency on account of dividend

Number of non-resident Shareholders 1 1


Number of Shares held 36460415 6800980
Dividend remitted (Rupees Lakhs) 619.83 510.07
Dividend on account of year 2008-09 2007-08

10. Value of Imports of C I F Basis

Raw Materials 11005.90 20982.94


Capital Goods 36.85 1199.24
Traded Goods 147.98 1581.82

11. Capital Commitments

Estimated amount of contracts remaining to be 29.57 42.21


executed on capital account
12. Consumption of raw materials

(a) Raw material

2009-10 2008-09
Rs. Lakhs Percentage Rs. Lakhs Percentage
Imported 16587.26 42.76 19407.64 49.21
Indigenous 22201.92 57.24 19886.62 50.79
38789.18 100.00 39294.26 100.00

(b) Components and Spare Parts -

Note: Components and Spare Parts referred to in para 4 D (c) of Part II of Schedule VI to the Companies Act, 1956
are assumed to be those incorporated in goods produced and not those used for maintenance of Plant and
Machinery.

54
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS


13. Contingent Liabilities
As at As at
31-03-2010 31-03-2009
Rs. Lakhs Rs. Lakhs
(a) Corporate Guarantees * 397.80 441.00
(b) Bills discounted - 311.46
(c) Claims against the Company not acknowledged as debts
(i) Income Tax Demands 923.10 875.31
(ii) Wealth Tax 51.97 -
(iii) Sales Tax Demands 2115.53 86.02
(iv) Excise Demands 1305.65 20.66
(v) Service Tax 4.49 4.49
(vi) Additional Demands towards cost of land 3.81 3.81
(vii) Claims of workmen/ex-employees 75.50 83.99
(viii) Other Matters 108.67 87.82
(ix) Performance and Other Guarantees 178.02 171.72
(d) In terms of the agreement between IDL Speciality Chemicals Limited, Biocon Limited, and the Company for
the sale of Active Pharma Ingredients (API) business to Biocon Limited, the Company would be responsible for
guaranteeing to Biocon Limited claims upto a period of one year after the closing date i.e., 30th November, 2009
to the extent of purchase price of Rs.2200 Lakhs. As at 31st March, 2010, the Company has not received any
such claims.
* The Company has given Corporate Guarantee of 60 Million Taka to South East Bank Ltd., on behalf of Gulf
Oil Bangladesh Ltd., a subsidiary of Gulf Oil Corporation Ltd. The amount outstanding as on 31st March 2010
is 21.51 Million Taka (31st March 2009, 10.09 Million Taka)
14. SECURED LOANS:
(a) Cash Credit facilities including foreign currency demand loan from Bank of Bahrain & Kuwait B.S.C and working
capital loan & corporate loan from consortium banks is secured by (i) hypothecation of all current assets of the
Company including raw materials, finished goods, stocks-in-process, stores and spares (not relating to plant
& machinery) and present and future book debts of the Company ranking pari-passu and collateral security by
(i) first pari passu charge by way of equitable mortgage on land owned by the Company admeasuring acres
115.25 situated at Kukatpally, Hyderabad, (ii) second pari passu charge on manufacturing buildings, plant and
machinery charged to other term lenders.
(b) (i) Term loan for Capital Expenditure from State Bank of India is secured by first charge on the fixed assets
created out of the loan, ranking pari-passu with other term lenders and collateral security by (i) first pari
passu charge by way of equitable mortgage on land owned by the Company admeasuring acres 115.25
situated at Kukatpally, Hyderabad, (ii) second pari passu charge on manufacturing buildings, plant and
machinery charged to other term lenders.
(ii) Term Loan for Overseas Investment from State Bank of India is secured by collateral security (i) pari passu
first charge by way of equitable mortgage on land owned by the Company admeasuring acres 115.25
situated at Kukatpally, Hyderabad, and (ii) second pari passu charge on manufacturing buildings, plant
and machinery charged to other term lenders.
(c) (i) Term loan for Capital Expenditure from State Bank of Hyderabad is secured by first charge on the fixed
assets created out of the loan, ranking pari-passu with the other term lenders and collateral security by
(i) first pari passu charge by way of equitable mortgage on land owned by the Company admeasuring Acres
115.25 situated at Kukatpally, Hyderabad, (ii) second pari passu charge on manufacturing buildings, plant
and machinery charged to other term lenders.
(ii) Term Loan for Overseas Investment from State Bank of Hyderabad is secured by collateral security
(i) pari passu first charge by way of equitable mortgage on land owned by the Company admeasuring acres
115.25 situated at Kukatpally, Hyderabad, and (ii) second pari passu charge on manufacturing buildings,
plant and machinery charged to other term lenders.
(d) The Term loan for Capital Expenditure from Oriental Bank of Commerce is secured by first charge on the fixed
assets created out of the term loan, ranking pari-passu with the other term lenders and collateral security by
(i) first pari passu charge by way of Equitable Mortgage on land owned by the Company admeasuring acres
115.25 situated at Kukatpally, Hyderabad, (ii) second pari passu charge on manufacturing buildings, plant and
machinery charged to the other term lenders.

55
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS


(e) The Term loan for Capital Expenditure from Andhra Bank is secured by first charge on the fixed assets created
out of the loan, ranking pari-passu with other term lenders and collateral security by (i) first pari passu charge by
way of Equitable Mortgage on land owned by the Company admeasuring acres 115.25 situated at Kukatpally,
Hyderabad, (ii) second pari passu charge on manufacturing buildings, plant and machinery charged to the other
term lenders.
(f) Fixed Deposits to the extent of Rs 375.86 Lakhs were secured by a residual charge on all tangible movable
property and fixed assets including all movable machinery and plant & machinery, spares and stores, tools and
accessories and other movables both present and future as approved by the Controller of Capital Issues vide
his letter dated 1st November,1980.
(g) Term Loans from ABN Amro Bank NV, SREI Infrastructure Finance Limited, Kotak Mahindra Bank Limited are
secured by way of first charge on specific mining equipment of the Company
(h) Loan received from Hinduja Ventures Limited is secured by an exclusive charge on the Company’s land at
Yelahanka, Bengaluru.
15. FIXED ASSETS
Buildings include:
(i) Rs. 7.09 Lakhs, which represents the cost of ownership flats Rs. 7.08 Lakhs and Rs. 0.01 Lakhs being the value
of Share money in Sett Minar Co-operative Housing Society Limited.
(ii) Rs. 4.70 Lakhs, which, represents the cost of ownership flats Rs. 4.43 Lakhs and Rs. 0.27 Lakhs being the value
of 270 ordinary shares of Rs. 100 each, fully paid up in Shree Nirmal Commercial Limited.

16. TAXATION
(i) Deferred tax
31st March 2010 31st March 2009
Rs. Lakhs Rs. Lakhs

(a) Deferred tax assets arising on account of timing differences:


Unabsorbed business loss/ depreciation - 512.34
Provision for doubtful debts/advances 687.17 794.62
Other timing differences 575.15 468.94
1262.32 1775.90
(b) Deferred tax liabilities arising on account of timing
differences:
Depreciation 1116.05 1247.63
Net Deferred tax asset 146.27 528.27
(ii) Management has been advised that Rs.1973.25 Lakhs received against advances adjusted to Revaluation
Reserve in the previous year, is not required to be considered in computing Minimum Alternate Tax (MAT).
(iii) By way of abundant caution, no deferred tax asset has been created in respect of the adjustments made to
Revaluation Reserve as detailed in Note 2 of Schedule 18.
17. Disclosure in respect of Gratuity as required under Accounting Standard 15 – Employee Benefits
Rs. Lakhs
31 March 2010
st
31 March 2009
st

Projected benefit obligation at the beginning of the year 1418.86 1327.95


Current service cost 124.20 90.39
Transfer to IDL Speciality Chemicals Limited under Scheme of
Arrangement (Note 2 of Schedule 18) - (9.76)
Interest cost 101.40 94.50
Actuarial (Gain) / Loss 252.82 209.11
Benefits paid (302.71) (293.33)
Projected benefit obligation at the end of the year 1594.57 1418.86

Fair value of plan assets Beginning of the period 291.96 356.75


Expected return on plan assets 19.46 25.95
Contributions 201.48 207.69
Benefits paid (302.71) (293.33)
Actuarial Gain/(Loss) plan assets (15.71) (12.57)

56
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS


31st March 2010 31st March 2009
Fair value of plan assets at the end of the period 194.47 284.49
Total Actuarial Gain/(Loss) to be recognized (268.53) (214.20)

Amounts recognised in the balance sheet


Projected benefit obligation at the end of the year 1594.57 1418.86
Fair value on plan assets at the end of the year (194.47) (284.49)
Liability recognised in the balance sheet 1400.10 1134.37

Cost of the Retirement and Other Benefits for the year


Current service cost 124.20 87.48
Interest cost 101.40 94.50
Expected return on plan assets (19.46) (25.95)
Net Actuarial (Gain) / Loss recognised in the year 268.53 214.20
Net cost recognised in the Profit and Loss Account 474.68 370.23

Assumptions
Discount Rate (%) 8% 8%
Long term rate of compensation increase (%) 4% 4%
Mortality table L.I.C 1994-96 L.I.C 1994-96
Ultimate Ultimate
Attrition rate 3% 3%
The major categories of plan assets as a percentage of total plan 100% 100%
funded with LIC

18. MISCELLANEOUS:
(a) The net exchange gain / (loss), (i.e., difference between the spot rate on the dates of the transactions and the
actual rate at which the transactions are settled/appropriate rates applicable at the year end) credited to Profit
and Loss Account is Rs. 168.42 Lakhs (Previous year debit of Rs.2579.61 Lakhs).
(b) Exchange difference in respect of forward exchange contracts to be recognised in the Profit and Loss Account
in the subsequent accounting period is Rs. 35.39 Lakhs (Credit) (Previous year debit of Rs. 3.59 Lakhs).
(c) (i) The Company has entered into the following derivative instruments:
The following are the outstanding Forward Exchange Contracts entered into by the Company as on
31st March, 2010:
As on 31st March, 2010 As on 31st March, 2009
Currency Amount Buy/Sell Cross Currency Amount Buy/Sell Cross
Currency Currency
US Dollar 16688970 Buy Indian 750000 Sell Indian Indian
Rupees Rupees Rupees
US Dollar 310206 Sell Indian 22438022 Buy Indian Indian
Rupees Rupees Rupees
ii) The year end foreign currency exposures that have not been hedged by a derivative instrument or
otherwise are given below:
Amounts receivable/(payable) in foreign currency on account of the following:
Amt. in Rs. Lakhs Amount in foreign currency
Currency
31st March 2010 31st March 2009 31st March 2010 31st March 2009
Export of Goods 1614.12 2112.80 USD 3575792 4165121
Export of Goods 162.19 - Euro 267820 -
Import of Goods 2754.82 9505.01 USD 6185200 18740184
Import of Goods 33.52 - Euro 55345 -
FCNRB Loan 1015.65 1141.20 USD 2250000 2250000

(d) Sundry creditors (Schedule 11- Current Liabilities) include Rs nil due to Micro Enterprises and Small Enterprises
as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act 2006). The
Company has not received any memorandum (as required to be filed by the supplier with the notified authority
under the MSMED Act 2006) claiming their status as Micro or Small or Medium Enterprises.

57
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS


19. (a) Revenue Recognition
Disclosures required to be made under the Accounting Standard (AS-7) Construction Contracts:
Rs. Lakhs
2009-10 2008-09
Contract revenue recognized as revenue during the year 870.86 Nil
Aggregate amount of contract costs incurred in respect of on going contracts 1174.67 382.17
net of recognized profits (less recognized losses) up to 31st March 2010
Advance payments received (net of recoveries from progressive bills) 572.22 581.11
Retention Amount 76.74 Nil
Gross amount due from customers for contract work 447.10 Nil
For the Method used to determine the contract revenue and the stage of - -
completion of contract in progress, Refer Note: 1 (vi) (d) above

(b) In the previous year pursuant to the notification GSR 225(E) issued by Ministry of Corporate Affairs relating to
Accounting Standard 11 “Effect of changes in Foreign Exchange Rates”, the Company has exercised the option
to capitalize exchange differences on translation of long term foreign currency monetary items on depreciable
capital assets. Accordingly, the foreign exchange difference of Rs. 52.24 Lakhs (31.03.2009 Rs.105.15 Lakhs
including foreign exchange gain of Rs. 65.04 Lakhs relating to the earlier year and adjusted to General Reserve
as on 1st April, 2008) on translation of long term foreign currency monetary items relating to acquisition of fixed
assets has been capitalized and depreciated over the remaining useful life of the fixed assets.
20. EARNINGS PER SHARE
Year ended Year ended
31st March 2010 31st March 2009
a. Profit after Tax (Rs. Lakhs) 4507.23 2904.38
b. Weighted average number of Equity
74358735 74358735
Shares outstanding during the year
c. Weighted Average number of Equity Shares
74358735 74358735
in computing diluted Earnings Per Share
d. Face value of each Equity Share (Rs.) 2 2
e. Earnings Per Share
6.06 3.91
- Basic (Rs.)
6.06 3.91
- Diluted (Rs.)
21. RELATED PARTY DISCLOSURES:
(A) Information relating to Related Party transactions as per “Accounting Standard 18” notified by the Companies
(Accounting Standards) Rules, 2006.

Name of the Related Party Relationship


IDL Buildware Limited
Gulf Carosserie India Limited
Gulf Oil Bangladesh Limited
PT Gulf Oil Lubricants Indonesia Subsidiary
Gulf Oil (Yantai) Limited, China
Hinduja Infrastructure Limited
IDL Speciality Chemicals Limited Upto 28th March, 2010
(formerly IDL Agro Chemicals Limited)
Gulf Oil International (Mauritius) Inc Entity holding more than 20% of the shareholding
in the Company
Mr. S.Pramanik, Managing Director Key Management Personnel

58
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS


(B) Details of transactions between the Company and Related Parties and the status of Outstanding balances at the
year end:
Rs. Lakhs
Entity holding
more than 20% of Key Management
Subsidiaries
Particulars the shareholding Personnel
in the Company
2009-10 2008-09 2009-10 2008-09 2009-10 2008-09
Sales
PT Gulf Oil Lubricants Indonesia 17.06 0.36 - - - -
IDL Speciality Chemicals Limited - 0.85 - - - -
Gulf Oil (Yantai) Limited, China 0.57 - - - - -
Royalty
Gulf Oil International (Mauritius) Inc. - - 498.91 467.26 - -
Purchase & Other Services
IDL Speciality Chemicals Limited 41.66 10.59 - - - -
Advances given /(Received)
IDL Speciality Chemicals Limited (1966.88) 3103.97 - - - -
IDL Buildware Ltd., (6.37) 123.31 - - - -
Gulf Carosserie India Limited 0.09 - - - - -
Advances Received towards sale of land
IDL Speciality Chemicals Limited 160.00 - - - - -
Transfer of Undertaking
Transfer of Speciality Chemicals Division - 6374.14 - - - -
Transfer of Agro Undertaking - 87.04 - - - -
Investment in Equity Shares -
IDL Speciality Chemicals Limited - 6374.14 - - - -
Hinduja Infrastructure Limited - 5.00 - - - -
Dividend paid
Gulf Oil International (Mauritius) Inc. - - 619.83 510.07 - -
S.Pramanik - - - - 0.06 0.05
Provision for Diminution in value of Investments
IDL Speciality Chemicals Limited - 6398.14 - - - -
IDL Buildware Limited - 203.41 - - - -
Provisions made for Advances
IDL Speciality Chemicals Limited - 3103.97 - - - -
IDL Buildware Ltd., - 447.26 - - - -
Gulf Carosserie India limited - 5.29 - - - -
Directors’ Remuneration - - - - 79.50 69.22
Outstanding balances:
(a) Receivables
IDL Speciality Chemicals Limited - 15.38 - - - -
PT Gulf Oil Lubricants Indonesia 43.75 26.33 - - - -
(b) Payables
Gulf Oil International (Mauritius) Inc. - - 424.07 397.17 - -
(c) Corporate Guarantee (given)
Gulf Oil Bangladesh Limited 397.80 441.00 - - - -

59
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS


22. Disclosure as required by Accounting Standard 19, “Leases” notified by the Companies (Accounting
Standards) Rules, 2006 are given below:
(a) Operating Lease:
(i) Where the Company is a Lessee:
The Company’s significant leasing arrangements are in respect of operating leases for premises (residences,
office, storage godowns for finished goods etc.). The leasing arrangements, which are not non-cancellable
range generally between 11 months to 5 years and are usually renewable by mutual consent on agreed
terms. The aggregate lease rents payable are charged as rent in the Profit and Loss Account.
The Company has taken certain Plant and Machinery under non-cancellable leases
Rs. Lakhs
31 March 2010
st
31 March 2009
st

Payments Payments later Payments Payments later


not later than one year not later than one year
Total Total
than one but not later than than one but not later
year five years year than five years
Total of future
minimum payments at
the balance sheet date 3056.01 1225.53 1830.48 4211.43 1225.82 2985.61
Lease Rent on the aforesaid plant and machinery amounting to Rs. 1229.53 Lakhs. (Previous year Rs.1195.29
Lakhs) has been charged to Profit and Loss Account under rent.
(ii) Where the Company is Lessor:
Details in respect of assets given on operating lease: Rs.Lakhs
Accumulated
Gross Block Depreciation for the year
Depreciation as on
31st March 31st March 31st March 31st March
2009-10 2008-09
2010 2009 2010 2009
Building 71.09 71.09 7.14 5.86 1.28 1.28
Plant & Machinery 80.32 80.32 54.46 50.64 3.82 3.82

The assets given on lease are not non-cancellable and range generally between 11 months to 5 years and
are usually renewable by mutual consent, on agreeable terms. The aggregate lease rentals are recognised as
income from property in the Profit and Loss account.
Initial direct costs are recognised as an expense in the year in which these are incurred.
b) Hire Purchase:
(i) The Company has taken plant and machinery, motor vehicles under hire purchase arrangements for which
the ownership will be transferred to the Company at the end of the hire purchase term.
(ii) Reconciliation between the total of minimum hire purchase payments at the balance sheet date and the
present value: Rs. Lakhs
31st March 2010 31st March 2009
Total Payments Payments Total Payments Payments
not later later than not later later than
than one one year than one one year but
year but not year not later than
later than five years
five years
Total of minimum hire purchase
payments at the balance sheet date 468.33 259.29 209.04 322.14 211.44 110.70
Less: Future Finance Charges 45.86 32.60 13.26 30.56 22.11 8.45
Present value of minimum hire
purchase payments at the balance
sheet date 422.47 226.69 195.78 291.58 189.33 102.25

60
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS


23. SEGMENT INFORMATION FOR THE YEAR ENDED 31st MARCH 2010
(i) Primary Business Segments Rs. Lakhs
Mining &
Property
Explosives Infrastructure Lubricating Oils Others Unallocated Eliminations Total
Development
Contracts
2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009
REVENUE
External 28739.14 25102.67 19565.12 21114.54 – 1050.00 49569.19 45100.07 29.82 11.41 2352.28 2445.99 – – 100255.55 94824.68
Inter-segment – – – – – – 140.56 143.03 – – – – (140.56) (143.03) – –
Total Revenue 28739.14 25102.67 19565.12 21114.54 – 1050.00 49709.75 45243.10 29.82 11.41 2352.28 2445.99 (140.56) (143.03) 100255.55 94824.68
RESULT
Segment result 2676.51 495.69 (1042.07) 1179.52 – 1050.00 3606.55 2333.97 0.80 (2.75) – – – – 5241.79 5056.43
Unallocated Corporate Income 1153.48 1247.37
net of unallocated Expenses
Interest Expense (2751.35) (2917.29)
Interest Income 200.28 486.93
Dividend Income 1.42 1.97
Profit before Taxation & 3845.62 3875.41
Exceptional Expenditure
Exceptional Item (1584.61) –
Net Profit 5430.23 3875.41
OTHER INFORMATION
Segment Assets 15646.64 16012.24 11672.55 13905.31 46840.14@ 47819.92 19600.60 27361.92 8.40 10.02 6088.87 7922.65 – – 99857.20 113032.06
Segment Liabilities 9212.86 9395.77 3966.19 5425.05 – – 12301.63 21224.99 6.01 13.01 32093.57 35691.90 – – 57580.26 71750.72
Capital Expenditure 507.49 311.18 471.96 1938.79 – 4328.82 167.57 272.06 – – 11.40 – – – 1158.42 6850.85
Depreciation 271.16 254.26 1161.72 1009.90 – – 202.59 204.07 – – 65.32 69.01 – – 1700.79 1537.24

@ includes Rs.41848.95 Lakhs (31.03.2009 Rs. 43799.82 Lakhs) arising on revaluation of fixed assets (refer note 27 of
Schedule 18).

(ii) Information about Secondary Business Segments Rs. Lakhs

India Outside India Total


2010 2009 2010 2009 2010 2009
Revenue by Geographical market
on FOB basis 94226.21 90685.31 6029.34 4139.37 100255.55 94824.68
Inter Segment - - - - - -
Total 94226.21 90685.31 6029.34 4139.37 100255.55 94824.68
Carrying amount of segment assets 97940.86 110155.03 1916.34 2877.03 99857.20 113032.06
Additions to Fixed Assets 1158.42 6850.85 - - 1158.42 6850.85

(iii) Notes:
(a) Business Segment:
The Company has considered business segment as the primary segment for disclosure
Segments have been identified and reported taking into account the Organisation structure, the nature of
products and services, the deferring risks and returns of the segments
The business segments of the Company are (i) Explosives, (ii) Consult dealing in Mining & Infrastructure
Contracts, (iii) Property Development (iv) Lubricating Oils, (v) Others

(b) Geographical Segment:


The Geographical segments considered for disclousure are as follows:
- Revenue within India includes sales to customers located within India and earnings in India
- Revenue outside India includes sales to customers located outside India and earnings outside India

61
Gulf Oil Corporation Limited

SCHEDULES TO THE FINANCIAL STATEMENTS


24. Exceptional items comprise: Rs. Lakhs
(a) Compensation under Voluntary Retirement Scheme (435.56)
(b) Amounts received from Subsidiaries against advances made and adjusted to Revaluation 1973.25
Reserve in pursuance of Scheme of Arrangement approved by the Honourable High Court of
Andhra Pradesh, Hyderabad in 2008-09
(c) Profit on sale of long term investment (Net) 46.92
Total 1584.61
25. The Honourable Supreme Court vide its order dated 16.11.2007, held that the stock transfers constituted inter sale in
respect of 10 years assessment year viz. 1976-77 to 1983-84,1989-90 & 1990-91 and also directed the authorities to
examine the factual aspects and assess tax on the supplies made by the Company to the subsidiaries of Coal India
Limited as inter state sale.
The Company has filed writ petitions in the High Court of Orissa in August 2009 impleading other State Governments,
CIL and its subsidiary Companies seeking directions for issue of C forms and transfer of local sales tax to the State of
Orissa. The Company has been directed by the Honourable High Court of Orissa to approach the appropriate forum
for redressal.
The Company has been legally advised that as per the settled cases, the Company is entitled for concessional sales
tax rates as per Central Sales Tax and interest should be charged from recomputation order. However, necessary
provision has been made and is included as Provision – Indirect Taxes and no further liability is expected on this
account.
26. INCOME FROM PROPERTY DEVELOPMENT:
The Company in an earlier year entered into “Option for Development Rights” with Hinduja Reality Ventures Ltd.,
(HRVL), wherein HRVL has only the right to decide whether or not to exercise the option to acquire the development
rights in respect of certain properties of the Company located at Hyderabad and Bengaluru. The offer of grant of
the development rights in respect of the Bengaluru / Hyderabad properties was extended upto 30th June, 2009 and
31st December 2009 respectively. In consideration of the Company agreeing to keep such offer open, HRVL paid an
amount of Rs. 1050 Lakhs in the previous year on a non refundable commitment amount, which has been included
under “Income from Property Development” in the Profit and Loss Account of financial year 2008-09.
If the option for development is exercised by HRVL, Development Agreement for the respective properties would be
entered with the Company, wherein the Company shall be entitled to share of gross sale proceeds (as determined
in the agreement) realised from sale of buildings constructed on the said properties.
During the year, the option for development rights had expired and revised proposals are under consideration.
27. Land meant for property development situated at Bengaluru and Hyderabad had been revalued as at 31st March,
2008, based on a valuation by an approved valuer. The resultant surplus on such revaluation amounting to
Rs. 183,896.69 Lakhs had been credited to Revaluation Reserve in the previous years. In view of steep recession in
the realty sector, management has reassessed the valuation of the aforesaid properties as on 31st March, 2009 and
based on the guidelines issued by the Registration and Stamps Department of Karnataka & Andhra Pradesh, the
value of the subject lands has been reassessed and, the resultant surplus on revaluation amounted to Rs. 43799.82
Lakhs. The resultant write down aggregating to Rs. 140096.87 Lakhs has, in accordance with the requirement of
Accounting Standard-10 “Accounting for Fixed assets” been debited to Revaluation Reserve in the previous year.
During the year, the Company has entered into “Agreement to Sell” 4.75 acres of land to IDL Speciality Chemicals
Limited. Since the aforesaid parcel of land is no longer meant for Property development, an amount of Rs. 1950.87
Lakhs has been withdrawn from Revaluation Reserve.
28. Loans and Advances, considered good include Rs. 813.89 Lakhs (31.03.2009 Rs. 813.89 Lakhs) in respect of
Cenvat credit claimed on tippers and subsequently reversed on receipt of a show cause notice from the Excise
Authorities. Management is of the view that the Company is entitled to avail such credits and the matter is being
currently contested before the appropriate authorities.
29. Previous years figures have been regrouped / recast wherever necessary.
For and on behalf of the Board of Directors

Place : Mumbai S. SUBRAMANIAN S. PRAMANIK S. G. HINDUJA


Date : 14th May 2010 Chief Financial Officer & Managing Director Chairman
Company Secretary

62
Gulf Oil Corporation Limited

STATEMENT UNDER SECTION 212 OF THE COMPANIES ACT, 1956


Rs. Lakhs
Name of the Subsidiary Financial Year Number of Extent of For the Financial years of the Subsidiary For the previous Financial Years since it
ending of the shares Holding became a Subsidiary
Subsidiary
Profits/(Losses) Profit/(Losses) Profits/(Losses) Profit/(Losses)
not dealt with in the dealt with in the not dealt with in the dealt with in the
Books of Accounts Books of Accounts Books of Accounts Books of Accounts
of the Holding of the Holding of the Holding of the Holding
Company (Except Company Company (Except Company
to the extent dealt to the extent dealt
with in Col.6) with in Col.8)
(1) (2) (3) (4) (5) (6) (7) (8)

IDL BUILDWARE LIMITED 31.03.2010 1970000 100% (180.74) Nil (348.86) Nil

GULF CARROSSERIE INDIA LIMITED 31.03.2010 380001 95% (0.23) Nil (109.36) Nil

GULF OIL BANGLADESH LIMITED 31.03.2010 177939 51% 49.73 Nil (69.91) Nil

PT GULF OIL LUBRICANTS


INDONESIA 31.03.2010 15000 75% 41.64 Nil (232.64) Nil

GULF OIL (YANTAI) COMPANY LTD. 31.03.2010 4132540 51% 43.15 Nil (21.46) Nil

HINDUJA INFRASTRUCTURE
LIMITED 31.03.2010 50000 100% 0.07 Nil (0.54) Nil

For and on behalf of the Board of Directors

S.SUBRAMANIAN S.PRAMANIK S.G.HINDUJA


Place: Mumbai Chief Financial Officer Managing Director Chairman
Date : 14th May 2010 & Company Secretary

63
Gulf Oil Corporation Limited

SCHEDULE – 1
Information pursuant to Part IV of Schedule VI of the Companies Act, 1956
BALANCE SHEET ABSTRACT & COMPANY’S GENERAL BUSINESS PROFILE
I. Registration Details
Registration No. State Code
8 7 6 0 1
Balance Sheet Date
3 1 . 0 3 . 1 0
II. Capital raised during the year: (Amount in Rs. thousands)
Public Issue Rights Issue
N I L N I L
Bonus Issue Private placement
N I L N I L
III. Position of Mobilization and Deployment of Funds: (Amount in Rs. thousands)
Total Liabilities Total Assets
9 9 8 5 7 2 0 9 9 8 5 7 2 0
Sources of funds
Paid up Capital Reserves & Surplus
1 4 8 7 1 7 4 0 7 8 9 7 7
Convertible Warrants Unsecured Loans
N I L 1 3 4 1 2 8 3
Secured Loans Current Liabilities
1 7 0 7 4 5 1 2 7 0 9 2 9 2
Application of funds
Fixed Assets Investments
5 8 1 0 3 8 7 3 0 5 7 7 4
Current Assets Deferred Tax Asset (Net)
3 8 5 4 9 3 2 1 4 6 2 7
Accumulated Losses Misc. Expenditure
N I L N I L
IV. Performance of Company: (Amount in Rs. thousands)
Turnover Total Expenditure
1 1 0 7 9 9 8 5 1 0 5 3 6 9 6 2
Profit /Loss before Tax Profit /Loss after Tax
5 4 3 0 2 3 4 5 0 7 2 3
Earning per Share (Rs.) Dividend Rate %
6 . 0 6 9 0
V. General Name of principal products/ services of Company (As per monetary terms)
IDL DIVISIONS
1. Ind Explosives Permitted Types 3 6 0 2 0 0 . 0 1
2. Other 3 6 0 2 0 0 . 0 9
3. Detonating Fuse 3 6 0 3 0 0 . 0 1
4. Detonators Containing and Explosives
Electrically Ignited, Not-ordinance 3 6 0 3 0 0 . 1 1
5. Detonators, Plain Not-ordinance 3 6 0 3 0 0 . 1 2
6. Fresh (Cut Flowers) 0 6 0 3 1 3 . 1 1
LUBRICANTS DIVISIONS
7. Lubricating Oils 2 7 1 0 . 9 5
8. Brake Fluids 3 8 1 1 . 0 0
9. Coolant 3 8 1 9 . 0 0
10. 2T Oils 3 8 2 4 . 9 0

S. SUBRAMANIAN S. PRAMANIK S. G. HINDUJA


Place : Mumbai Chief Financial Officer & Managing Director Chairman
Date : 14th May 2010 Company Secretary

64
Gulf Oil Corporation Limited

AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF


GULF OIL CORPORATION LIMITED

1. We have audited the attached Consolidated Balance Sheet of Gulf Oil Corporation Limited (“the Company”) and
its subsidiaries (the Company and its subsidiaries constitute “the Group”) as at 31st March, 2010, the Consolidated
Profit and Loss Account and the Consolidated Cash Flow Statement of the Group for the year ended on that date, both
annexed thereto. These financial statements are the responsibility of the Company’s Management and have been
prepared on the basis of the separate financial statements and other financial information regarding components.
Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and
the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the
significant estimates made by the Management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

CONSOLIDATED FINANCIAL STATEMENTS


3. We did not audit the financial statements of the subsidiaries whose financial statements reflect total assets of
Rs.5944.90 lakhs as at 31st March, 2010, total revenues of Rs. 6743.28 lakhs and net cash flows amounting to
Rs. 271.57 lakhs for the year ended on that date as considered in the Consolidated Financial Statements. These
financial statements have been audited by other auditors whose reports have been furnished to us and our opinion
in so far as it relates to the amounts included in respect of these subsidiaries is based solely on the reports of the
other auditors.

4. We report that the Consolidated Financial Statements have been prepared by the Company in accordance with the
requirements of Accounting Standard 21 (Consolidated Financial Statements), as notified under the Companies
(Accounting Standards) Rules, 2006.

5. Based on our audit and on consideration of the separate audit reports on individual financial statements of the
Company and its aforesaid subsidiaries and to the best of our information and according to the explanations given to
us, in our opinion, the Consolidated Financial Statements give a true and fair view in conformity with the accounting
principles generally accepted in India:

(i) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March, 2010;

(ii) in the case of the Consolidated Profit and Loss Account, of the loss of the Group for the year ended on that date
and

(iii) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that
date.

For Deloitte Haskins & Sells


Chartered Accountants
(Registration No. 008072S)

K. RAJASEKHAR
Partner
(Membership No.23341)
Place: Hyderabad
Date: 14th May 2010

65
Gulf Oil Corporation Limited

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2010

As at As at
Schedule 31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
I. SOURCES OF FUNDS
1. Shareholders’ Funds
(a) Capital 1 1487.17 1487.17
(b) Reserves & Surplus 2 40899.20 47390.56
42386.37 48877.73
2. Minority Interests 1852.50 1913.93
3. Loan Funds
(a) Secured Loans 3 17217.17 17196.85
(b) Unsecured Loans 4 13465.69 23767.91
30682.86 40964.76
CONSOLIDATED FINANCIAL STATEMENTS

TOTAL 74921.73 91756.42


II. APPLICATION OF FUNDS
1. Goodwill on Consolidation 473.28 230.48
2. Fixed Assets
(a) Gross Block 72469.05 78934.11
(b) Less : Depreciation 13630.98 12970.00
(c) Net Block 5 58838.07 65964.11
(d) Capital Work-in-Progress and advances on Capital Account 1233.04 1489.07
60071.11 67453.18
2. Investments 6 142.45 152.38
3. Deferred Tax Asset (Net) 211.57 1188.78
4. Current Assets, Loans and Advances
(a) Inventories 7 13513.27 18308.00
(b) Sundry Debtors 8 12877.27 18254.41
(c) Cash and Bank Balances 9 9474.25 10144.74
(d) Loans and Advances 10 6553.27 8092.62
42418.06 54799.77
Less: Current Liabilities and Provisions
(a) Current Liabilities 11 15784.58 19842.23
(b) Provisions 12 12610.16 12225.94
28394.74 32068.17
Net Current Assets 14023.32 22731.60

TOTAL 74921.73 91756.42


Notes on the Accounts 17
Schedules 1 to 17 annexed hereto form part of these fianancial statements

Per our report attached


For Deloitte Haskins & Sells For and behalf of the Board of Directors
Chartered Accountants

K. RAJASEKHAR S. SUBRAMANIAN S. PRAMANIK S. G. HINDUJA


Partner Chief Financial Officer & Managing Director Chairman
Company Secretary
Place : Hyderabad
Date : 14th May 2010

66
Gulf Oil Corporation Limited

CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

Year ended Year ended


Schedule 31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
1. INCOME
Income from sales and other operations 113302.57 107840.91
Less: Excise Duty 9032.56 8763.35
Net Income from sales and other operations 104270.01 99077.56
Income from Property Development - 1050.00
Other Income 13 2669.53 2565.85
106939.54 102693.41
2. EXPENDITURE
Cost of Materials 14 52939.33 52246.65
Other Operating Expenses 15 47021.03 44564.62
Interest Expenses 15A 2625.94 2620.41
Depreciation 1983.29 2099.14

CONSOLIDATED FINANCIAL STATEMENTS


104569.59 101530.82
3. PROFIT BEFORE EXCEPTIONAL ITEMS AND TAXATION 2369.95 1162.59
4. PROFIT FROM CONTINUING OPERATIONS BEFORE
EXCEPTIONAL ITEMS AND TAXATION 3988.36 4128.57
Less: Exceptional items 16 573.23 -
Less: Taxation 16A 1009.04 1007.14
PROFIT FROM CONTINUING OPERATIONS AFTER TAXATION 2406.09 3121.43
5. LOSS FROM DISCONTINUED OPERATIONS BEFORE LOSS
ON SALE OF API UNDERTAKING AND TAXATION (1618.41) (2965.98)
Less: Loss on sale of API undertaking 2047.00 -
Less: Taxation 16B 562.32 (1006.56)
LOSS FROM DISCONTINUED OPERATIONS AFTER TAXATION (4227.73) (1959.42)
6. (LOSS)/PROFIT AFTER TAXATION (1821.64) 1162.01
BEFORE MINORITY INTEREST
Share of Minority Interest (103.09) (112.13)
7. (LOSS)/PROFIT FOR THE YEAR (1924.73) 1049.88
Balance Profit brought forward from previous year 3092.69 3804.70
Adjustment of debit balance in respect of Agro undertaking in
terms of Scheme of Arrangement (Refer note 3.2 of Sch 17) - 87.04
1167.96 4941.62
8. BALANCE AVAILABLE FOR APPROPRIATION
Proposed Dividend 1338.46 1264.10
Dividend Tax 222.30 214.83
Transfer to General Reserve 500.00 370.00
Balance Carried to Balance Sheet (892.80) 3092.69
Earnings per share (Note 12)
- Basic (Rs. 2.45) Rs. 1.56
- Diluted (Rs. 2.45) Rs. 1.56
Notes on the Accounts 17
Schedules 1 to 17 annexed hereto form part of these financial statements

Per our report attached


For Deloitte Haskins & Sells For and behalf of the Board of Directors
Chartered Accountants

K. RAJASEKHAR S. SUBRAMANIAN S. PRAMANIK S. G. HINDUJA


Partner Chief Financial Officer & Managing Director Chairman
Company Secretary
Place : Hyderabad
Date : 14th May 2010

67
Gulf Oil Corporation Limited

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010

2009-2010 2008-2009
Rupees Rupees Rupees Rupees
Lakhs Lakhs Lakhs Lakhs
(A) CASH FLOW FROM OPERATING ACTIVITIES
Net Profit/(Loss) before tax and after exceptional Items (250.28) 1162.59
Adjustments for:
Depreciation 1983.29 2099.14
Dividend received (1.42) (1.97)
Miscellaneous Expenditure written off - 21.47
Interest income (231.03) (529.90)
Profit on sale of Fixed Assets (Net) (2190.94) (2294.75)
Loss on sale of Active Pharma Ingredients 2047.00 -
CONSOLIDATED FINANCIAL STATEMENTS

undertaking
Sale of Development Rights in Property - (1050.00)
Loss on disposal of subsidiary company 134.59 -
Loss on sale of long term investment 3.08 -
Compensation under Voluntary Retirement Scheme - (703.01)
adjusting to Revaluation Reserve
Campsite Expenses adjusted to revaluation reserve - (101.04)
Interest expenses 2856.97 3150.31
Lease Equalisation Charge - (0.33)
Unrealised (Gain)/Loss on Exchange - Net (197.29) 4404.25 2191.56 2781.48
Operating Profit before Working Capital changes 4153.97 3944.07
Adjustments for:
Trade and other Receivables - (Increase)/Decrease 5943.27 (3393.70)
Inventories - (Increase)/Decrease 4702.45 (6080.97)
Trade Payables - Increase /(Decrease) (3313.42) 5152.53
7332.30 (4322.14)
Cash generated from/(used in) Operations 11486.27 (378.07)
Direct Taxes paid (net of refunds) (838.38) (853.32)
NET CASH FROM / (USED IN) OPERATING 10647.89 (1231.39)
ACTIVITIES
(B) CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (1259.18) (6815.60)
Sale of Fixed Assets (including land) 2433.42 2435.16
Sale of Development Rights in Property - 1050.00
Proceeds from sale of Active Pharma Ingredients 2200.00 -
undertaking
Sale proceeds on disposal of investment in subsidiary 50.00 -
Sale of Investment- Long term 6.85 -
Interest Received 343.63 529.90
Dividend Received 1.42 1.97
NET CASH FROM/(USED IN) INVESTING 3776.14 (2798.57)
ACTIVITIES

68
Gulf Oil Corporation Limited

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010

2009-2010 2008-2009
Rupees Rupees Rupees Rupees
Lakhs Lakhs Lakhs Lakhs
(C) CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from borrowings 30393.63 16154.56
Proceeds from Fixed Deposits (158.95) (131.23)
Repayment of borrowing (38903.14) (4478.95)
Loans from Companies 11506.39 4741.66
Repayment of Loans to Companies (13252.79) (2594.32)
Interest paid (2788.64) (3197.96)
Dividend paid (1254.25) (1097.81)

CONSOLIDATED FINANCIAL STATEMENTS


Dividend tax paid (214.83) (189.56)
NET CASH (USED IN)/ FROM FINANCING (14672.58) 9206.39
ACTIVITIES
Net increase/(decrease) in cash and cash equivalents (248.55) 5176.43
Cash and Cash Equivalents as at the commencement 10144.74 4968.31
of the year- Cash and Bank Balances
Cash and Bank balance on disposal of subsidiary (421.94) -
9722.80 4968.31
Cash and Cash Equivalents as at the end of the year -
Cash and Bank Balances * 9474.25 10144.74

* includes Rs.79.94 Lakhs (31.03.2009 Rs. 51.04 Lakhs) being the deposit made under Rule 3A of the Companies
(Acceptance of Deposits) Rules, 1975

Per our report attached


For Deloitte Haskins & Sells For and behalf of the Board of Directors
Chartered Accountants

K. RAJASEKHAR S. SUBRAMANIAN S. PRAMANIK S. G. HINDUJA


Partner Chief Financial Officer & Managing Director Chairman
Company Secretary
Place : Hyderabad
Date : 14th May 2010

69
Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As at As at
31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
1. SHARE CAPITAL
AUTHORISED
12,50,00,000 Equity shares of Rs.2 each 2500.00 2500.00

ISSUED AND SUBSCRIBED


7,43,58,735 Equity shares of Rs.2 each fully paid 1487.17 1487.17
Of the above
(a) 4,65,025 shares represent 93,005 shares after sub-division
of shares from Rs.10 to Rs.2 each are allotted as fully paid
pursuant to a contract without payment being received in
cash
CONSOLIDATED FINANCIAL STATEMENTS

(b) 2,60,75,125 shares represent 52,15,025 shares after sub-


division of shares from Rs.10 to Rs.2 each are allotted as
fully paid up bonus shares by capitalisation of Reserves.
(c) Pursuant to the merger scheme as approved by Board for
Industrial and Financial Reconstruction, 15,18,735 shares
represent 3,03,747 shares after sub-division of shares from
Rs.10 to Rs.2 each, allotted effective 31st March, 1999 to
the shareholders of erstwhile IDL Salzbau (India) Limited.
(d) 2,93,50,000 represent 58,70,000 after sub-division of shares
from Rs.10 to Rs.2 each allotted effective 1st January,
2002, consequent to the amalgamation of erstwhile Gulf
Oil India Limited, to the shareholders of erstwhile Gulf Oil
India Limited

2. RESERVES AND SURPLUS


CAPITAL RESERVE ON CONSOLIDATION 0.03 0.03
RESERVE ON CONSOLIDATION 10358.07 10358.07
(Refer Note 3 of Schedule 17)
Less: transfer to General Reserve on sale of Investment 8365.02 -
in Subsidiary (Refer note 15(a) of Schedule 17)
Less: transfer to provision for doubtful advance 1137.09 855.96 - 10358.07
(Schedule 10)
CAPITAL RESERVE 0.75 8.25
SECURITIES PREMIUM ACCOUNT 4852.45 4852.45
EXPORT ALLOWANCE RESERVE 10.50 10.50
REVALUATION RESERVE
Per last Balance Sheet 18429.06 183896.69
Less: Adjustment on reassesment of revaluation - 140096.87
(Refer Note 19 of Schedule 17)
Less: Withdrawal from Revaluation Reserve 1950.87 -
(Refer Note 19 of Schedule 17) 16478.19 43799.82
Less: Debit balance in the Profit & Loss accounts of Agro
undertaking in terms of the Scheme of arrangement - 87.04
(Refer Note 3.2 of Schedule 17) 16478.19 43712.78
Less: Adjustments as detailed in note 3.4 of Schedule 17 - 16478.19 25283.72 18429.06

70
Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As at As at
31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
2. RESERVES AND SURPLUS (CONTD.)
GENERAL RESERVE
At commencement of the year 10644.48 10339.52
Add: Transfer from Profit and Loss Account 500.00 370.00
Add: Transfer from Reserve on consolidation on 8365.02 -
disposal of subsidiary
(Refer note 15(a) of Schedule 17)
Less: Adjustment on account of exchange difference - 19509.50 65.04 10644.48
capitalised
FOREIGN CURRENCY TRANSACTION RESERVE 84.62 (4.97)

CONSOLIDATED FINANCIAL STATEMENTS


PROFIT AND LOSS ACCOUNT (892.80) 3092.69
40899.20 47390.56

3. SECURED LOANS
A. From Banks
(i) Cash Credit (includes Working Capital Demand Loan) 6926.88 6994.57
(ii) Bank Overdraft 80.92 39.02
(iii) Foreign Currency Working Capital Loan 1015.65 1141.20
[USD 2.25 million (31.03.2009 USD 2.25 million)]
(iv) Term Loans
(a) State Bank of India 769.14 1478.36
(b) State Bank of Hyderabad 4754.49 2865.03
(c) Oriental Bank of Commerce 35.58 124.49
(d) ABN Amro Bank 215.46 815.93
(e) Andhra Bank 103.63 187.64
(f) Kotak Mahindra Bank Limited 264.27 366.25
(g) Southeast Bank Limited 61.74 35.20
(h) State Bank of Mauritius Limited 1960.00 -
B. From Others
SREI Infrastructure Finance Limited 404.12 781.80
Hinduja Ventures Limited 625.29 2367.36
17217.17 17196.85

4. UNSECURED LOANS
Fixed Deposits [ See note 7(f) of Schedule 17] 510.69 140.83
Deferred Hire Purchase Credits 429.66 304.81
ICICI Bank Limited - 283.73
Short Term Loan from IDBI Bank Limited 2000.00 1550.00
SREI Infrastructure Finance Limited 104.48 152.20
Buyers credit - Long term - 675.04
- Short term 10306.94 20510.06
Dealers’ deposits 76.45 78.70
Inter Corporate Loans - Short term 37.47 72.54
13465.69 23767.91

71
Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS


5. FIXED ASSETS Rupees Lakhs
Gross Block Depreciation Net Book Value
31.03.2009 Adjustment on Additions Deductions Impairment Currency 31.03.2010 31.03.2009 For the On Impairment Currency 31.03.2010 31.03.2010 31.03.2009
Revaluation Realignment year Deduction Realignment
Assets on Own Use:
Land-Freehold 47550.02 – – 2070.15 – – 45479.87 – – – – – – 45479.87 47550.02
Land-Leasehold 530.07 – – – – (66.75) 463.32 28.28 2.60 – – (3.10) 27.78 435.54 501.79
Buildings 4469.42 – 4.92 1145.36 – (112.44) 3216.54 1171.50 127.63 103.87 – (14.76) 1180.50 2036.04 3297.92
Leasehold Improvements 6.80 – – – – 6.80 6.80 – – – – 6.80 – –
Plant & Machinery 23622.88 – 1231.10 4258.83 – (117.68) 20477.47 10185.61 1635.57 1105.25 – (33.72) 10682.21 9795.26 13437.27
Equipments etc.
Furniture, Fixtures & 1732.29 – 79.89 70.55 – (18.28) 1723.35 953.44 140.44 21.92 – (11.18) 1060.78 662.57 778.85
Office appliances
Vehicles 822.65 – 154.86 57.75 – (8.67) 911.09 445.70 74.28 23.53 – (4.39) 492.06 419.03 376.95
Technical Knowhow 144.08 – 0.67 – (1.36) 143.39 141.41 0.57 – – (0.37) 141.61 1.78 2.67
Live Stock 7.62 – 7.62 – – – – – – – – – – 7.62
CONSOLIDATED FINANCIAL STATEMENTS

78885.83 – 1471.44 7610.26 – (325.18) 72421.83 12932.74 1981.09 1254.57 – (67.52) 13591.74 58830.09 65953.09
Assets given on Lease
Vehicles 14.68 – – – – (1.06) 13.62 4.98 2.07 – – (0.22) 6.83 6.79 9.70
Furniture & Fixtures 33.60 – – – – – 33.60 32.28 0.13 – – – 32.41 1.19 1.32
48.28 – – – – (1.06) 47.22 37.26 2.20 – – (0.22) 39.24 7.98 11.02
78934.11 – 1471.44 7610.26 – (326.24) 72469.05 12970.00 1983.29 1254.57 – (67.74) 13630.98 58838.07 –
31-03-2009 212364.43 140096.87 6843.29 282.53 516.63 622.42 78934.11 11370.88 2099.14 142.14 464.67 106.79 12970.00 – 65964.11

Notes:-
(1) Assets costing Rs. 948.57 lakhs (previous year Rs.300.36 lakhs) have been acquired on hire purchase, the legal ownership of which will be transferred to the Company
after the final payment. (Refer Note 14 (b) of Schedule 17)
(2) Additions to Plant & Machinery include Rs. 52.24 Lakhs (previous year Rs. 105.15 Lakhs) being difference in foreign exchange loan obtained for acquisition of fixed assets.
(Refer Note 11 (b) of Schedule 17)
(3) Deduction under land includes Rs. 1950.87 Lakhs withdrawn from Revaluation Reserve. (Refer Note 19 of Schedule 17)

72
Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As at As at
31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
6. INVESTMENTS
At cost, unless otherwise stated
LONG TERM
QUOTED
OTHERS
Ashok Leyland Limited 24.23 24.23
1,00,000 Equity Shares of Re.1 each
Hinduja TMT Limited 0.06 0.06
96 Equity Shares of Rs. 10 each

CONSOLIDATED FINANCIAL STATEMENTS


Jammu & Kashmir Bank Ltd. 0.91 0.91
2,400 Equity Shares of Rs.10 each
IndusInd Bank Limited 0.18 7.11
400 (31.03.2009 15,023 shares) Equity Shares of
Rs. 10 each fully paid

UNQUOTED
OTHERS
500 Shares of Rs.10 each in 0.05 0.05
IDL Chemicals Employees’ Co-operative
Credit Society Limited, Hyderabad
500 Shares of Rs.10 each in 0.05 0.05
IDL Chemicals Employees’ Co-operative
Credit Society Limited, Rourkela
27,978 units of Rs.10 each in 2.97 2.97
UTI Bond Fund of Unit Trust of India
Pachora Peoples Co-operative Bank Limited - -
2 shares of Rs.100 each
APDL Estate Limited (formerly IDL Arom
International Limited)
Preference Shares of Rs. 100 each 2362.00 2362.00
Less: Diminution in value (Refer note 3.4 of 2362.00 - 2362.00 -
Schedule 17)
Gulf Ashley Motors Limited 114.00 114.00
1,14,000 Equity Shares of Rs.100 each
Patancheru Enviro-Tech Limited - 3.00
58,460 Equity Shares of Rs. 10 each
142.45 152.38
Notes:
1. Aggregate Carrying cost of quoted investments 25.38 32.31
2. Aggregate Market Value of quoted investments 56.24 30.47
3. Aggregate cost of unquoted investments 117.07 120.07

73
Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As at As at
31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
7. INVENTORIES
(At lower of cost and net realisable value)
Land / Building for Property development, at cost 25.63 117.91
Contract Work-in-progress - 382.17
Stores & Spares 524.88 534.55
Packing Materials and Fuel 564.00 428.09
Raw Materials 7113.98 9645.52
Work-in-Process 897.00 1040.24
Finished Goods 4387.78 6159.52
13513.27 18308.00
CONSOLIDATED FINANCIAL STATEMENTS

8. SUNDRY DEBTORS - UNSECURED


(a) Debts outstanding for a period exceeding six months:
Considered good 1420.24 1941.99
Considered doubtful 3731.77 4060.55
(b) Other Debts :
Considered good 11457.03 16312.42
16609.04 22314.96
Less : Provision for doubtful debts 3731.77 4060.55
12877.27 18254.41
9. CASH AND BANK BALANCES
Cash / Cheques on hand # 1283.00 416.18
With Scheduled Banks :
Current Account 1814.40 2775.75
Fixed Deposits/Margin account * 6376.85 6952.81
9474.25 10144.74
# includes cheques on hand Rs. 1254.40 lakhs (31.03.2009 Rs. 389.82 lakhs)
* includes Rs. 79.94 Lakhs (Previous year : Rs. 51.04 Lakhs) being the deposit
made under Rule 3A of the Companies (Acceptance of Deposits) Rules,
1975

10. LOANS AND ADVANCES


(Unsecured, considered good unless otherwise specified)
Advance to Companies
IDL Speciality Chemicals Limited 1137.09
(formerly IDL Agro chemicals Limited)
Less: Provision for doubtful advances 1137.09 - -
(refer note 15(a) of Schedule 17)
Advance Tax (net of Provisions) 560.03 316.04
Advances recoverable in cash or in kind or for value to be received:
Considered good 4512.85 5543.29
Considered doubtful 176.84 86.84
4689.69 5630.13
Less : Provision for doubtful advances 176.84 4512.85 86.84 5543.29

Balance with Excise Authorities 1480.39 2233.29


6553.27 8092.62

74
Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As at As at
31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
11. CURRENT LIABILITIES
Acceptances 404.21 3216.37
Sundry Creditors
Due to Micro and Small Enterprises - -
Others 13969.69 14199.73
Advance from Customers 1222.40 2285.20
Interest accrued but not due on Loans 104.49 34.88
Liability towards Investors Education and Protection Fund under
Section 205C of the Companies Act, 1956

CONSOLIDATED FINANCIAL STATEMENTS


Due
(i) Unpaid Dividends - 0.04
(ii) Unclaimed Matured Deposits - -
(iii) Interest accrued on (ii) above - -
Not due
(i) Unpaid Dividends 75.29 65.40
(ii) Unclaimed Matured Deposits 7.77 38.21
(iii) Interest accrued on (ii) above 0.73 2.40
15784.58 19842.23

12. PROVISIONS
Employee benefits - Gratuity 1400.10 1162.40
- Compensated Absences 313.54 248.61
Indirect Taxes * 8394.10 8394.10
Others * 893.55 893.55
Fringe Benefit Tax 48.11 48.35
Proposed dividend 1338.46 1264.10
Tax on dividend 222.30 214.83
12610.16 12225.94
* Refer Note 3.4 of Schedule 17

75
Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Year ended Year ended


31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
13. OTHER INCOME
Dividend from Long Term Investment 1.42 1.97
Profit on Sale of Property / Fixed Assets 2246.84 2294.75
Insurance Claims 10.57 45.88
Export Incentives (DEPB) 174.60 86.73
Provision no longer required written back - 41.00
Miscellaneous 236.10 95.52
2669.53 2565.85
CONSOLIDATED FINANCIAL STATEMENTS

14. COST OF MATERIALS


Raw Materials Consumed :
Opening Stock 9645.53 4998.38
On acquisition of subsidiary during the year - -
Add : Purchase 38715.81 47938.13
48361.34 52936.51
Less : Closing Stock 7113.98 9645.52
Less : Stock transfer to Biocon Limited 0.70 41246.66 - 43290.99
Purchase of Finished Goods 6054.56 6880.81
(Increase)/Decrease in Finished Goods,
Work-in-Process and Contracts-in-progress:
Closing Stock :
Finished Goods 4387.78 6159.51
Work-in-Process 897.00 1040.24
Contracts-in-Progress - 382.17
5284.78 7581.92
Opening Stock :
Finished Goods 6159.51 4911.74
Work-in-Process 1040.24 1526.88
Contracts-in-Progress 382.17 -
7581.92 6438.62
Less: (i) Stock transfer to Biocon Limited 77.24 -
(refer note 15(b) of Schedule 17)
(ii) Adjusted against Revaluation Reserve - 16.16
(Refer note 3 of Schedule 17) 7504.68 2219.90 6422.46 (1159.46)
Packing Materials Consumed 3674.32 3518.42
53195.44 52530.76
Less: Scrap realisation 211.77 208.73
52983.67 52322.03
Excise duties etc. on Increase/(Decrease) of Finished Goods (44.34) (75.38)
52939.33 52246.65

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Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Year ended Year ended


31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
15. EXPENSES
Payments to and provisions for Employees :
Salaries, Wages and Bonus 7045.05 6406.97
Contribution to Provident Fund, Gratuity
Fund and other Funds 1048.66 898.98
Workmen and Staff Welfare Expenses 649.68 8743.39 630.45 7936.40
Stores, Spare Parts and Loose Tools consumed 319.50 325.69
Processing Charges 1192.35 862.74

CONSOLIDATED FINANCIAL STATEMENTS


Power, Fuel and Water 815.82 880.71
Rent 1578.35 1480.22
Rates and Taxes 473.75 413.24
Expenses on Operation Contracts 15532.41 15500.99
Insurance 298.57 279.14
Advertising 2430.64 1377.67
Distribution Expenses 4253.00 3271.28
Commission on Sales 300.09 275.96
Discount on Sales 6154.56 5084.24
Repairs to Buildings 91.87 54.77
Repairs to Machinery 382.12 271.28
Travelling & Conveyance 742.24 671.19
Bank charges and other Financial charges 512.14 487.27
Directors’ Fees 21.95 17.64
Commission to non- wholetime Directors 9.84 16.70
Postage, Telephone and Telex 227.78 230.46
Legal & Professional charges 508.19 476.21
Loss on sale of fixed assets 55.90 -
Provision for doubtful debts/advances 672.51 67.29
Bad Debts, advances etc written off 812.16 6.07
Less: Provision for doubtful debts written-back 743.15 69.01 - 6.07
Miscellaneous expenditure written off :
Deferred Revenue expenses - 18.13
Software expenditure - 3.34
Royalty 593.66 560.90
(Gain) / Loss on Exchange Fluctuation (193.59) 2978.47
Miscellaneous 1234.98 1016.62
47021.03 44564.62

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Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Year ended Year ended


31st March 2010 31st March 2009
Rupees Lakhs Rupees Lakhs
15A. INTEREST EXPENSES
Interest
On Term Loans 1712.20 1324.96
Others 1144.77 2856.97 1825.35 3150.31
Less: Interest on deposits with banks etc. 224.31 416.64
(Tax deducted at source Rs. 41.21 Lakhs;
Previous year Rs. 9.34 Lakhs)
Interest on advance payment of taxes 6.72 231.03 113.26 529.90
2625.94 2620.41
CONSOLIDATED FINANCIAL STATEMENTS

16. EXCEPTIONAL ITEMS


Compensation under Voluntary Retirement Scheme 435.56 -
Loss on sale of investment in subsidiary 134.59 -
Loss on sale of Long term Investments 3.08 -
573.23 -
16A. TAXATION
Current Tax 594.15 516.23
MAT Credit - (41.00)
Deferred Tax 414.89 415.65
Fringe Benefit Tax - 116.26
1009.04 1007.14
16B. TAXATION IN RESPECT OF DISCONTINUED OPERATIONS
Deferred Tax 562.32 (1008.13)
Fringe Benefit Tax - 1.57
562.32 (1006.56)

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Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

17. NOTES ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2010
1 (a) The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS
21) - “Consolidated Financial Statements” notified by the Companies (Accounting Standards) Rules, 2006.
The Consolidated Financial Statements have been prepared under historical cost convention and in an accrual
basis. The accounting policies have been consistently applied by the Company and are in consistent with those
used in the previous year.
(b) The subsidiaries (which along with Gulf Oil Corporation Limited, the Parent, constitute the Group) considered in
the preparation of these consolidated financial statements are:
Name Country of Percentage of Percentage of
Incorporation ownership interest as ownership interest as
at 31st March 2010 at 31st March 2009
IDL Buildware Limited India 100.00 100.00
IDL Speciality Chemicals Limited India 100.00 100.00
(formerly IDL Agro Chemicals Ltd.,) (Upto 28th March, 2010)

CONSOLIDATED FINANCIAL STATEMENTS


Gulf Carosserie India Limited India 95.00 95.00
Hinduja Infrastructure Limited India 100.00 100.00
Gulf Oil Bangladesh Limited Bangladesh 51.00 51.00
PT Gulf Oil Lubricants Indonesia Indonesia 75.00 75.00
Gulf Oil (Yantai) Co. Limited China 51.02 51.02
The financial statements of all the subsidiaries considered in the Consolidated accounts are drawn upto 31st
March, 2010, except for IDL Speciality Chemicals Ltd., as disclosed above.
2. ACCOUNTING POLICIES
I. FIXED ASSETS:
Fixed assets are shown at cost / revalued amount less depreciation. Cost comprises the purchase price and
other attributable expenses.
II. DEPRECIATION ON FIXED ASSETS:
(i) The Group, except Gulf Oil Bangladesh Limited and P.T.Gulf Oil Lubricants, Indonesia and Gulf Oil (Yantai)
Co. Limited follows the straight line method of charging depreciation on all its fixed assets. Depreciation has
been provided in the manner and at the rates prescribed in Schedule XIV to the Companies Act, 1956 on
all the assets except certain equipments which are depreciated over their estimated useful life.
In respect of Gulf Oil Bangladesh Limited, depreciation on other than leased assets has been provided
using straight line method over the estimated useful lives of the assets as summarized below:
Office equipment 20%
Computer/Computer software 25%
Vehicles 20%
Furniture and Fixtures 10%
In respect of leased assets:
Office equipment 20%
Vehicles 50%
Furniture and Fixtures 20%
In respect of P.T.Gulf Oil Lubricants, Indonesia, depreciation on furniture and equipment have been
computed on a straight-line method, based on the estimated useful life of the related assets, for 4 years or
at the rates of 25% p.a.
In respect of Gulf Oil (Yantai) Co., Limited, depreciation of fixed assets is calculated to write off the cost
of fixed assets less 10% residual value on a straight-line basis over their anticipated useful lives. The
respective anticipated useful lives of fixed assets are as follows:
Building 20 Years
Machinery and equipment 10 years
Office and other equipment 5 years
Motor vehicles 5 years

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Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(ii) Leasehold land is being amortized in equal installments over the lease period.
(iii) Technical Know-how is being amortized over a period of five to seven years.
III. INVESTMENTS:
Current Investments are valued at lower of cost and fair value, Long Term Investments are valued at cost. Where
applicable, provision is made if there is a permanent fall in valuation of Long Term Investments.
IV. INVENTORIES:
Inventories are valued at lower of cost and net realisable value. The method of arriving at cost of various categories
of inventories is as below:

(a) Stores and Spares, Raw and Packing First – in – First – out method / Weighted average method.
material.
(b) Finished goods and work- in-process Weighted average cost of production, which comprises direct
– Manufactured material costs, direct wages and appropriate overheads.
CONSOLIDATED FINANCIAL STATEMENTS

– Traded First in – First – out method / Weighted average method.


(c) Contracts-in-progress Represents expenses incurred on execution of contracts till
balance sheet date

V. FOREIGN CURRENCY TRANSACTIONS:


Transactions made during the year in foreign currency are recorded at the exchange rate prevailing at the time
of transaction. Assets and Liabilities related to foreign currency transactions remaining unsettled at the year end
are translated at the contract rates when covered by forward cover contracts and at year-end rate in other cases.
Realised gains and losses on foreign exchange transactions other than those relating to fixed assets are recognised
in the profit and loss account except gain/loss on transaction of long term liabilities incurred to acquire fixed assets
is treated as an adjustment to the carrying cost of fixed assets.
Exchange differences arising on account of the assets or liabilities and income or expenditure of non-integral foreign
operations are recorded in foreign currency translation reserve.
VI. REVENUE RECOGNITION:
(a) Sale of goods is recognised at the point of dispatch of finished goods to customers. Sales include amount
recovered towards excise duty but exclude sales tax. Export incentive under the Duty Entitlement Pass Book
scheme has been recognized on the basis of credits afforded in the passbook.
(b) Income from services is recognised at the time of rendering the services.
(c) Dividend income from investment is recognised when the owner’s right to receive payment is established.
(d) Income from property development is recognised as soon as the contract is entered with the party and the
consideration is received.
(e) Contract revenue is recognised on percentage completion method as required under revised Accounting
Standard -7 - Construction Contracts. The stage of completion is determined as a proportion that contract costs
been to the estimated total costs. When it is probable that any stage of the contract that the total cost will exceed
the total contract revenue, the expected loss is recognised immediately.
VII. RESEARCH AND DEVELOPMENT EXPENSES:
Research and Development expenditure of revenue nature is written off in the year in which it is incurred and
expenditure of a capital nature is added to fixed assets.
VIII. EMPLOYEE RETIREMENT BENEFITS:
Retirement benefits to employees are provided for by means of gratuity, superannuation and provident fund.
The gratuity liability is determined based on the actuarial valuation as at the year end.
Payments in respect of superannuation are made to the fund administered by LIC.
Provision in respect of compensated absences is made based on actuarial valuation as at year end.
Contribution to Provident fund is based on defined contribution and expensed as incurred.

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Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

IX. TAXES ON INCOME:


Current tax is determined as the amount of tax payable in respect of taxable income for the year.
Deferred tax is recognised subject to the consideration of prudence in respect of deferred tax assets on timing
differences, being the difference between taxable income and accounting income that originate in one period and
are capable of reversal in one or subsequent periods.
X. SEGMENT REPORTING:
The accounting policy adopted for Segment Reporting is in line with the accounting policy of the group with the
following additional policy for Segment Reporting:-
Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of
the segment. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to the segments
on a reasonable basis, have been included under “Unallocated Expenses”. Inter Segment transfers are at cost.
3. Demerger of Speciality Chemicals Division of the Parent Company and merger of Agro Division of IDL
Speciality Chemicals Limited with the Parent Company (“the Scheme”) in 2008-09.

CONSOLIDATED FINANCIAL STATEMENTS


3.1 Pursuant to a Scheme of Arrangement between the Parent Company and its Subsidiary IDL Speciality Chemicals
Limited (IDL SC) and their respective shareholders, which was sanctioned by the Honourable High Court of Andhra
Pradesh by its Order dated 24th March, 2009, the assets and liabilities of the Speciality Chemicals Division of the Parent
Company were transferred to and vested with IDL SC with effect from 1st April 2008 and the assets and liabilities of Agro
Division of IDL SC were transferred and vested with the Parent Company with effect from 1st April, 2008.
3.2 As provided in the Scheme, the debit balance of Rs.87.04 Lakhs in the Profit & Loss Account as at 1st April, 2008 of
Agro Division of IDL SC has been adjusted against the Revaluation Reserve of the Parent Company.
3.3 (a) Pursuant to the Scheme, 97,60,000 equity shares of Rs. 10/- each of IDL SC are to be issued to the Parent
Company towards Rs. 6374.14 Lakhs, representing the excess of assets over liabilities of the Speciality
Chemicals Division (Subsidiary) transferred to IDL SC. The shares were issued during the year.
(b) In accordance with the Scheme, the Parent Company was required to discharge the obligations of IDL SC
and IDL SC in turn would re-imburse the Parent Company. Accordingly, the liabilities of IDL SC discharged/ to
be discharged by the Parent Company aggregating to Rs. 2699.59 Lakhs were included as part of Loans and
Advances (Schedule 10). Such liability was discharged during the year.
3.4 The Board of Directors of the Parent Company have, in pursuance of the scheme restated and / or revised certain
assets and liabilities including intangibles as at 31st March 2009 and the net effect thereof has been adjusted against
Revaluation reserve as detailed below:-

Adjustments to Revaluation Reserve Rs. Lakhs


Receivables which are subject matter of dispute 1679.12
Write down of Inventories taken over from IDL SC 16.16
Miscellaneous Expenditure 1475.45
Obsolete Fixed Assets 84.21
Doubtful Advances 3577.58
Diminution in value of long term investment 9163.55
Provision for Indirect Taxes 8394.10
Others 893.55
Total 25283.72

3.5 The adjustment to Revaluation Reserve of (a) the debit balance in the profit and loss account of IDL SC as at 1st April
2008, amounting to Rs.87.04 Lakhs (refer Note 3.2 above) and (b) the effect of valuation / restatement / revision of certain
assets and liabilities of the Parent Company is Rs. 25283.72 Lakhs (refer note 3.4 above) which was in pursuance of the
Scheme approved by the Hon’ble High Court of Andhra Pradesh, at Hyderabad in the previous year.
3.6 The excess of the net asset value over carrying cost of investment in the subsidiary companies viz., IDL Buildware
Ltd., and Gulf Oil Carosserie India Ltd., amounting to Rs. 850.67 Lakhs and Rs. 5.29 Lakhs respectively has been
treated as Reserve on Consolidation.

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Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4. MANAGERIAL REMUNERATION
2009-10 2008-09
Rs. Lakhs Rs. Lakhs
Salaries 56.63 42.49
Commission 9.84 16.70
Contribution to Provident Fund and Superannuation Fund 9.56 7.17
Benefits 3.47 2.86
Commission to non-whole time Directors 9.84 16.70
89.34 85.92
Note:
Having regard to the fact that there is a global contribution to Gratuity Fund, the amount applicable to an individual
employee is not ascertainable and accordingly, contribution to Gratuity Fund has not been considered in the above
computation.
CONSOLIDATED FINANCIAL STATEMENTS

5. CONTINGENT LIABILITIES
As at As at
31st March 2010 31st March 2009
Rs. Lakhs Rs. Lakhs
(a) Corporate Guarantees * 397.80 441.00
(b) Bills Discounted - 330.74
(c) Claims against the Company not acknowledged as debts

(i) Income Tax Demands 923.10 875.31


(ii) Wealth Tax 51.97 -
(iii) Sales Tax Demands 2119.85 90.34
(iv) Excise Demands 1305.65 20.66
(v) Service Tax 4.49 4.49
(vi) Additional Demands towards cost of land 3.81 3.81
(vii) Claims of workmen/ex-employees 75.50 83.99
(viii) Other Matters 190.39 182.76
(ix) Performance and Other Guarantees 178.02 171.72
(d) In terms of the agreement between IDL Speciality Chemicals Limited, Biocon Limited, and the Parent Company
for the sale of Active Pharma Ingredients (API) business to Biocon Limited, the Parent Company would be
responsible for guaranteeing to Biocon Limited claims upto a period of one year after the closing date i.e., 30th
November, 2009 to the extent of purchase price of Rs. 2200 Lakhs. As at 31st March, 2010 the Parent Company
has not received any such claims.
* The Parent Company has given Corporate Guarantee of 60 Million Taka to South East Bank Limited on
behalf of Gulf Oil Bangladesh Limited. The amount outstanding as on 31st March 2010 is 21.51 Million Taka
(31st March 2009, 10.09 Million Taka)

6. CAPITAL COMMITMENTS
2009-10 2008-09
Rs. Lakhs Rs. Lakhs
Estimated amount of contracts remaining to be 29.57 42.21
executed on capital account

7. SECURED LOANS:
(a) Cash Credit facilities including foreign currency demand loan from Bank of Bahrain & Kuwait B.S.C and working
capital & corporate loan from consortium banks is secured by (i) hypothecation of all current assets of the Parent
Company including raw materials, finished goods, stocks-in-process, stores and spares (not relating to plant &
machinery) and present and future book debts of the Parent Company ranking pari-passu and collateral security
by (i) first pari-passu charge by way of equitable mortgage on land owned by the Parent Company admeasuring
acres 115.25 situated at Kukatpally, Hyderabad, (ii) second pari-passu charge on manufacturing buildings, plant
and machinery charged to term lenders.

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Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(b) (i) Term loan for Capital Expenditure from State Bank of India is secured by first charge on the fixed assets
created out of the loan, ranking pari-passu with other term lenders and collateral security by (i) first pari-
passu charge by way of equitable mortgage on land owned by the Parent Company admeasuring acres
115.25 situated at Kukatpally, Hyderabad (ii) second pari-passu charge on manufacturing buildings, plant
and machinery charged to other term lenders.
(ii) Term Loan for Overseas Investment from State Bank of India is secured by collateral security (i) pari-passu
first charge by way of equitable mortgage on land owned by the Parent Company admeasuring acres
115.25 situated at Kukatpally, Hyderabad and second pari passu charge on manufacturing buildings, plant
and machinery charged to the other term lenders.
(c) (i) Term loan for Capital Expenditure from State Bank of Hyderabad is secured by first charge on the fixed
assets created out of the loan, ranking pari-passu with other term lenders and collateral security by (i) first
pari-passu charge by way of equitable mortgage on land owned by the Parent Company admeasuring
acres 115.25 situated at Kukatpally, Hyderabad, (ii) second pari-passu charge on manufacturing buildings,
plant and machinery charged to other term lenders.

CONSOLIDATED FINANCIAL STATEMENTS


(ii) Term Loan for Overseas Investment from State Bank of Hyderabad is secured by collateral security (i) pari-
passu first charge by way of equitable mortgage on land owned by the Parent Company admeasuring acres
115.25 situated at Kukatpally, Hyderabad and (ii) second pari-passu charge on manufacturing buildings,
plant and machinery charged to other term lenders.
(d) The Term loan for Capital Expenditure from Oriental Bank of Commerce is secured by first charge on the fixed
assets created out of the term loan ranking pari-passu with other term lenders and collateral security by (i) first
pari-passu charge by way of equitable mortgage on land owned by the Parent Company admeasuring acres
115.25 situated at Kukatpally, Hyderabad (ii) second pari-passu charge on manufacturing buildings, plant and
machinery charged to other term lenders.
(e) The Term loan for Capital Expenditure from Andhra Bank is secured by first charge on the fixed assets created
out of the loan, ranking pari-passu with other term lenders and collateral security by (i) first pari passu charge by
way of Equitable Mortgage on land owned by the Company admeasuring acres 115.25 situated at Kukatpally,
Hyderabad, (ii) second pari passu charge on manufacturing buildings, plant and machinery charged to the other
term lenders.
(f) Fixed Deposits to the extent of Rs. 375.86 Lakhs were secured by a residual charge on all tangible movable
property and fixed assets including all movable machinery and plant & machinery, spares and stores, tools and
accessories and other movables both present and future as approved by the Controller of Capital Issues vide
his letter dated 1st November,1980.
(g) Term Loans from ABN Amro Bank NV, SREI Infrastructure Finance Limited, Kotak Mahindra Bank Limited are
secured by way of first charge on specific mining equipment of the Parent Company.
(h) Loan received from Hinduja Ventures Limited is secured by an exclusive charge on the Parent Company’s land
at Yelahanka, Bengaluru.
(i) The short term loan taken by Gulf Oil Bangladesh Limited represents the letter of trust facility received from
Southeast Bank Limited against the following securities:
(i) Primary Security:
Hypothecation of imported goods and stocks of finished lube oil/grease/related products.
(ii) Collateral Security:
First charge on fixed and floating assets of the company
Lien on duly discharged fixed deposit receipt of Rs. 110.97 Lakhs
(iii) Additional Comfort:
Insurance coverage on stock for fire, flood, theft and pilferage
8. FIXED ASSETS
Buildings include:
(i) Rs.7.09 Lakhs, which represents the cost of ownership flats Rs.7.08 Lakhs and Rs.0.01 Lakhs being the value
of Share money in Sett Minar Co-operative Housing Society Limited.
(ii) Rs.4.70 Lakhs, which, represents the cost of ownership flats Rs. 4.43 Lakhs and Rs.0.27 Lakhs being the value
of 270 ordinary shares of Rs.100 each, fully paid up in Shree Nirmal Commercial Limited.

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Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

9. TAXATION
(i) Deferred Tax: Rs. Lakhs
31 March 2010
st
31 March 2009
st

(a) Deferred tax assets arising on account of timing differences:


Unabsorbed business loss/depreciation 55.89 1629.43
Provision for doubtful debts/advances 690.11 796.91
Other timing differences 576.70 468.94
1322.70 2895.08
(b) Deferred tax liabilities arising on account of timing differences:
Depreciation 1116.05 1720.73
Other timing differences (4.92) (14.43)
1111.13 1706.30
Deferred tax asset (Net) 211.57 1188.78
CONSOLIDATED FINANCIAL STATEMENTS

(ii) Management has been advised that Rs.1973.25 Lakhs received against advances adjusted to Revaluation
Reserve in the previous year, is not required to be considered in computing Minimum Alternate Tax (MAT).
(iii) By way of abundant caution, no deferred tax asset has been created in respect of the adjustments made to
Revaluation Reserve as detailed in note 3 of Schedule 17
(iv) In view of losses incurred by IDL Buildware Limited one of the subsidiaries and no taxable income in the current
year, the aforesaid Company has not recorded the deferred tax liability as at 31st March 2009 arising on account
of timing differences as stipulated in Accounting Standard-22 “Accounting for Taxes on Income”. Deferred tax
liability/asset shall be provided in the books in the year the aforesaid Company starts making profits and is liable
to tax.
10. MISCELLANEOUS:
a) Loans and Advances of IDL Buildware Limited one of the subsidiaries include Rs. 30.79 Lakhs (previous year
Rs. 31.12 Lakhs) due from certain parties, which are outstanding from earlier years. The aforesaid Company is
hopeful of recovering the dues in full and no provision has been considered necessary for this amount.
b) The net exchange gain / (loss), (i.e., difference between the spot rate on the dates of the transactions and the
actual rate at which the transactions are settled/appropriate rates applicable at the year end) credited to Profit
& Loss Account is Rs. 193.59 Lakhs (Previous year exchange loss of Rs. 2978.47 Lakhs).
c) Exchange difference in respect of forward exchange contracts to be recognised in the Profit and Loss Account
in the subsequent accounting period is Rs. 35.39 Lakhs (credit) (Previous year Rs. 3.59 Lakhs (loss) ).
d) Gulf Carosserie India Limited one of the subsidiaries had entered into collaboration agreement with SIPAL,
Arexons Spa, Italy, in terms of which it was agreed by the said collaborator to subscribe to 20% of the Capital
of the Company for which a sum of Rs.10,00,000 had been received as share application money pending the
final approval of the Reserve Bank of India. As the final approval of the Reserve Bank of India has not been
forthcoming, the Company has decided to repay/remit the said amount with required approvals and till that time
to consider the said share application money as current liability.
e) The financial statements of IDL Buildware Ltd., one of the subsidiaries have been prepared on a going concern
basis notwithstanding substantial erosion in the networth of the Company.
11. REVENUE RECOGNITION
(a) Disclosures required to be made under the Accounting Standard (AS-7) Construction Contracts
Rs. Lakhs
2009-10 2008-09
Contract revenue recognized as revenue during the year 870.86 Nil
Aggregate amount of contract costs incurred in respect of on going contracts net of
recognized profits (less recognized losses) up to 31st March 2010 1174.67 382.17
Advance payments received (net of recoveries from progressive bills) 572.22 581.11
Retention Amount 76.74 Nil
Gross amount due from customers for contract work 447.10 Nil
For the Method used to determine the contract revenue and the stage of completion of
contract in progress, Refer Note: 2 (vi) (e) above - -

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Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(b) In the previous year pursuant to the notification GSR 225(E) issued by Ministry of Corporate Affairs relating to
Accounting Standard 11 “Effect of changes in Foreign Exchange Rates”, the Parent Company has exercised
the option to capitalize exchange differences on translation of long term foreign currency monetary items
on depreciable capital assets. Accordingly, the foreign exchange difference of Rs. 52.24 Lakhs (31.03.2009
Rs.105.15 Lakhs including foreign exchange gain of Rs. 65.04 Lakhs relating to the earlier year and adjusted
to General Reserve as on 1st April, 2008) on translation of long term foreign currency monetary items relating
to acquisition of fixed assets has been capitalized and depreciated over the remaining useful life of the fixed
assets.
12. EARNINGS PER SHARE
Year ended Year ended
31st March, 2010 31st March, 2009
a. Profit / (Loss) for the year (Rs. Lakhs) (1924.73) 1049.88
b. Weighted average number of Equity shares outstanding
74358735 74358735
during the year

CONSOLIDATED FINANCIAL STATEMENTS


c. Weighted Average number of equity shares in computing
74358735 74358735
diluted earnings per share
d. Face value of each Equity Share (Rs.) 2.00 2.00
e. Earnings per Share
(2.45) 1.56
- Basic (Rs.)
(2.45) 1.56
- Diluted (Rs.)
13. RELATED PARTY DISCLOSURES:
a) Information relating to Related Party Transactions as per “Accounting Standard 18” notified by Companies
(Accounting Standards) Rules, 2006.
Name of the Related Party Relationship
Gulf Oil International (Mauritius) Inc. Entity holding more than 20% shareholding in the Company
Mr. S. Pramanik, Managing Director Key Management Personnel
b) Details of transactions between the Company and Related Parties and the status of outstanding balance at the
year end :
Rs. Lakhs
Particulars Entity holding more than 20% Key Management
of the shareholding in the Personnel
company
2009-10 2008-09 2009-10 2008-09
Royalty
Gulf Oil International (Mauritius) Inc. 498.91 467.26 - -
Dividend paid
Gulf Oil International (Mauritius) Inc. 619.83 510.07 - -
Mr. S. Pramanik - - 0.06 0.05
Directors' Remuneration - - 79.50 69.22
Outstanding Balances :
Payables
Gulf Oil International (Mauritius) inc. 424.07 397.17 - -

14. DISCLOSURE AS REQUIRED BY ACCOUNTING STANDARD 19, “LEASES” NOTIFIED BY THE COMPANIES
(ACCOUNTING STANDARDS) RULES, 2006 ARE GIVEN BELOW:
a) Operating Lease:
(i) Where the Company is a Lessee:
The Parent Company’s significant leasing arrangements are in respect of operating leases for premises
(residences, office, storage godowns for finished goods etc.). The leasing arrangements, which are not
non-cancellable range generally between 11 months to 5 years and are usually renewable by mutual
consent on agreed terms. The aggregate lease rents payable are charged as rent in the Profit and Loss
Account.

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Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Parent Company has taken certain Plant and Machinery under non-cancellable leases.
Rs. Lakhs
31 March 2010
st
31 March 2009
st

Payments Payments
Payments later than Payments later than
not later one year not later one year
Total Total
than one but not than one but not
year later than year later than
five years five years
Total of future minimum
payments at the balance
sheet date 3056.01 1225.53 1830.48 4211.43 1225.82 2985.61

Lease Rent on the aforesaid Plant and Machinery amounting to Rs. 1229.53 Lakhs. (Previous year
CONSOLIDATED FINANCIAL STATEMENTS

Rs.1195.29 Lakhs) has been charged to Profit and Loss Account under rent.
(ii) Where the Parent Company is Lessor:
Details in respect of assets given on operating lease:
Rs. Lakhs
Accumulated
Gross Block Depreciation for the year
Depreciation as on
31st March 31st March 31st March 31st March
2009-10 2008-09
2010 2009 2010 2009
Building 71.09 71.09 7.14 5.86 1.28 1.28
Plant & Machinery 80.32 80.32 54.46 50.64 3.82 3.82

The assets given on lease are not non-cancellable and range between 11 months to 5 years generally and
are usually renewable by mutual consent, on mutually agreeable terms. The aggregate lease rentals are
recognised as income from property in the Profit & Loss account.
Initial direct costs are recognised as an expense in the year in which these are incurred.
b) Hire Purchase:
(i) The Company has taken plant and machinery, motor vehicles under hire purchase arrangements for which
the ownership will be transferred to the Company at the end of the hire purchase term.
(ii) Reconciliation between the total of minimum hire purchase payments at the balance sheet date and the
present value:
Rs. Lakhs
31st March 2010 31st March 2009
Total Payments Payments Total Payments Payments
not later later than not later later than
than one one year than one one year
year but not year but not
later than later than
five years five years
Total of minimum hire
purchase payments at the
balance sheet date 477.36 262.67 214.69 339.24 217.51 121.73
Less: Future Finance
Charges 47.70 33.66 14.04 34.43 23.91 10.52
Present value of minimum
hire purchase payments
at the balance sheet date 429.66 229.01 200.65 304.81 193.60 111.21

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Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

15. (a) As stated in note 3 of Schedule 17, in 2008-09 in pursuance of Scheme of Arrangement sanctioned by the
Honourable High Court of Andhra Pradesh, the diminution in value of investment in IDL Speciality Chemicals
Ltd (IDL SC) amounting to Rs.6398.14 Lakhs and advance given to IDL SC amounting to Rs. 3103.97 Lakhs
was adjusted to Revaluation Reserve in the financial statements of the Parent Company (refer note 3.4 of
Schedule17). However in the consolidated financial statements for the year 31st March, 2009 the said adjustments
were reflected as “Reserve on Consolidation” (refer Schedule 2). During the year an amount of Rs. 1966.88
Lakhs has been realized against the aforesaid advance.

On 29th March 2010, the Parent Company sold entire investment in IDL SC. Accordingly Rs. 9502.11 Lakhs has
been withdrawn from Reserve on Consolidation. The cost of investment in IDL SC and the advances realised
aggregating to Rs. 8365.02 has been transferred to General Reserve being the excess of net asset value over
carrying cost of investment and the unrealized advance amounting to Rs. 1137.09 Lakhs has been adjusted
against advance given to IDL SC (refer Schedule 10).

The loss on disposal of investment in IDL SC amounting to Rs. 134.59 Lakhs being the difference between the

CONSOLIDATED FINANCIAL STATEMENTS


proceeds from disposal of investment in IDL SC and the carrying amount of its assets over liabilities as on date
of disposal, has been recognised in the Profit and Loss account and does not include the amount of Rs. 9502.11
Lakhs adjusted to Revaluation Reserve.

(b) Effective 30th November, 2009, IDL Speciality Chemicals Limited, one of the subsidiaries, sold its Active
Pharmaceuticals Ingredients (API) business including fixed assets, current assets and current liabilities to
Biocon Limited (Biocon) on a going concern slump sale basis for a consideration of Rs. 2200.00 Lakhs. In terms
of the agreement in addition to the aforesaid consideration Biocon would pay the amount realised out of current
assets after adjusting for the current liabilities within the agreed period. The Company has incurred a loss of
Rs.2047.00 lakhs on selling the API Undertaking.

(c) Disclosures as required under Accounting Standard 24 “Discontinuing Operations” are given as under:

(i) revenue, expenses, pre-tax profit/(Loss) and Income tax expenses attributable to Continuing and
Discontinued Operations :

Rs. Lakhs

Discontinued
Continuing
Operations in Total
Operations
Particulars respect of IDL SC

2010 2009 2010 2009 2010 2009

Total Income 106636.81 99914.47 302.73 2778.94 106939.54 102693.41

Less : Operating Expenses 100679.52 93382.71 1837.36 5527.70 102516.88 98910.41

Loss on sale of API undertaking - - 2047.00 - 2047.00 -

Pre-tax profit from operating activities 5957.29 6531.76 (3581.63) (2748.76) 2375.66 3783.00

Less: Interest expense 2542.16 2403.19 83.78 217.22 2625.94 2620.41

Profit /(Loss) before Tax 3415.13 4128.57 (3665.41) (2965.98) (250.28) 1162.59

Less : Taxation 1009.04 1007.14 562.32 (1006.56) 1571.36 0.58

Profit /(loss) from operating activities 2406.09 3121.43 (4227.73) (1959.42) (1821.64) 1162.01

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Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ii) Cash flow attributable to Discontinued Operations i.e. IDL SC


Rs. Lakhs

Discontinued Operations
Particulars
2010 2009

Cash used in Operating activities (125.81) (3807.55)

Cash from/(used in) Investing Activities 2184.19 (5277.51)

Cash (used in)/from Finance Activities (1969.97) 9418.20

16. The Honourable Supreme Court vide its order dated 16.11.2007, held that the stock transfers constituted inter sale in
respect of 10 years assessment year viz. 1976-77 to 1983-84, 1989-90 & 1990-91 and also directed the authorities
CONSOLIDATED FINANCIAL STATEMENTS

to examine the factual aspects and assess tax on the supplies made by the Parent Company to the subsidiaries of
Coal India Limited as inter state sale.

The Parent Company had filed writ petitions in the High Court of Orissa in August 2009 impleading other State
Governments, CIL and its subsidiary companies seeking directions for issue of C forms and transfer of local sales tax
to the State of Orissa. The Parent Company has been directed by the Honourable High Court of Orissa to approach
the appropriate forum for redressal.

The Parent Company has been legally advised that as per the settled cases, the Parent Company is entitled for
concessional sales tax rates as per Central Sales Tax and interest should be charged from recomputation order.
However, necessary provision has been made and is included as Provision – Indirect Taxes and no further liability is
expected on this account.

17. INCOME FROM PROPERTY DEVELOPMENT:

The Parent Company in an earlier year entered into “Option for Development Rights” with Hinduja Reality Ventures Ltd.,
(HRVL), wherein HRVL has only the right to decide whether or not to exercise the option to acquire the development
rights in respect of certain properties of the Company located at Hyderabad and Bengaluru. The offer of grant of
the development rights in respect of the Bengaluru / Hyderabad properties was extended upto 30th June, 2009 and
31st December 2009 respectively. In consideration of the Parent Company agreeing to keep such offer open, HRVL
paid an amount of Rs. 1050 Lakhs in the previous year on a non refundable commitment amount, which has been
included under “Income from Property Development” in the Profit and Loss Account of financial year 2008-09.

If the option for development is exercised by HRVL, Development Agreement for the respective properties would be
entered with the Parent Company, wherein the Parent Company shall be entitled to share of gross sale proceeds (as
determined in the agreement) realised from sale of buildings contracted on the said properties.

During the year, the option for development rights had expired and revised proposals are under consideration.

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Gulf Oil Corporation Limited

SCHEDULES TO THE CONSOLIDATED FINANCIAL STATEMENTS

18. SEGMENT INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2010

(i) Primary Business Segment Rs. Lakhs


Explosives Consult Speciality Chemicals Building Products Lubricating Oils Others Property Unallocated Eliminations Total

2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009

REVENUE

External 28739.14 25102.67 19565.12 21114.54 288.90 2767.35 20.23 57.21 55942.40 50142.65 31.47 13.00 – 1050.00 2352.28 2445.99 – – 106939.54 102693.41

Inter-segment – – – – – – – – 46.65 143.03 12.64 10.59 – – – – (59.29) (153.62) – –

Total Revenue 28739.14 25102.67 19565.12 21114.54 288.90 2767.35 20.23 57.21 55989.05 50285.68 44.11 23.59 – 1050.00 2352.28 2445.99 (59.29) (153.62) 106939.54 102693.41

RESULT

Segment result 2676.51 495.69 (1042.07) 1179.52 (3576.07) (2736.20) (182.08) (136.95) 3922.54 2697.01 (4.83) (15.43) – 1050.00 – – – – 1794.00 2533.64

CONSOLIDATED FINANCIAL STATEMENTS


Unallocated Corporate Income 1153.47 1247.39
net of unallocated Expenses

Interest Expense (2856.97) (3150.31)

Interest Income 231.03 529.90

Dividend Income 1.42 1.97

Profit before Taxation & 322.95 1162.59


Exceptional Items

Exceptional Item 573.23 –

Net Profit (250.28) 1162.59

OTHER INFORMATION

Segment Assets 15646.64 16012.24 11672.55 13905.31 – 7257.79 397.23 591.56 25067.48 32347.49 26.06 35.98 46840.14 @47819.92 3666.37 5854.30 – – 103316.47 123824.59

Segment Liabilities 9212.86 9395.77 3966.19 5425.05 – 286.58 82.95 90.17 13688.42 22099.54 33.61 43.84 – – 32093.57 35691.98 – – 59077.60 73032.93

Capital Expenditure 507.49 311.18 471.96 1938.79 46.31 – 1.33 – 196.42 367.34 – – – 4328.82 11.40 – – – 1234.91 6946.13

Depreciation 271.16 254.26 1161.72 1009.90 93.44 377.25 58.37 58.30 333.28 330.41 – – – – 65.32 69.02 – – 1983.29 2099.14

@ includes Rs. 41848.95 Lakhs (Previous year Rs.43799.82 Lakhs) arising on revaluation of fixed assets (refer note 19 of Schedule 17).

(ii) Information about Secondary Business Segments Rs. Lakhs

India Outside India Total


Paticulars
2010 2009 2010 2009 2010 2009

Revenue by Geographical market on FOB basis 94490.35 93446.74 12449.19 9246.67 106939.54 102693.41

Inter Segment - - - - - -

Total 94490.35 93446.74 12449.19 9246.67 106939.54 102693.41

Carrying amount of segment assets 95933.26 116217.39 7383.21 7607.20 103316.47 123824.59

Additions to Fixed Assets 1205.69 6850.55 29.22 95.58 1234.91 6946.13

(iii) Notes:

(a) Business Segment:

The Company has considered business segment as the primary segment for disclosure

Segments have been identified and reported taking into account the organisation structure, the nature of products and
services, the deferring risks and returns of the segments

89
Gulf Oil Corporation Limited

The business segments of the Company are (i) Explosives, (ii) Consult dealing in Mining & Infrastructure Contracts,
(iii) Speciality Chemicals dealing in Bulk Drugs & Pharma, (iv) Building Products (v) Property Development,
(vi) Lubricating Oils, (vii) Others, Others include Agro.

(b) Geographical Segment:

The Geographical segments considered for disclousure are as follows:

- Revenue within India includes sales to customers located within India and earnings in India

- Revenue outside India includes sales to customers located outside India and earnings outside India

19. Land meant for property development situated at Bengaluru and Hyderabad had been revalued as at 31st March,
2008, based on a valuation by an approved valuer. The resultant surplus on such revaluation amounting to
Rs. 183896.69 Lakhs had been credited to Revaluation Reserve in the previous years. In view of steep recession in
the realty sector, management has reassessed the valuation of the aforesaid properties as on 31st March, 2009 and
based on the guidelines issued by the Registration and Stamps Department of Karnataka & Andhra Pradesh, the
value of the subject lands has been reassessed and, the resultant surplus on revaluation amounted to Rs. 43799.82
Lakhs. The resultant write down aggregating to Rs. 140096.87 Lakhs has, in accordance with the requirement of
CONSOLIDATED FINANCIAL STATEMENTS

Accounting Standard-10 “Accounting for Fixed assets” been debited to Revaluation Reserve in the previous year.
During the year, the Parent Company has entered into “Agreement to Sell” 4.75 acres of land to IDL Speciality
Chemicals Limited. Since the aforesaid parcel of land is no longer meant for Property development, an amount of
Rs. 1950.87 Lakhs has been withdrawn from Revaluation Reserve.

20. Loans and Advances, considered good include Rs. 813.89 Lakhs (31.03.2009 Rs. 813.89 Lakhs) in respect of
Cenvat credit claimed on tippers and subsequently reversed on receipt of a show cause notice from the Excise
Authorities. Management is of the view that the Parent Company is entitled to avail such credits and the matter is
being currently contested before the appropriate authorities.

21. Previous years figures have been regrouped / recast wherever necessary.

For and on behalf of the Board of Directors

S. SUBRAMANIAN S. PRAMANIK S. G. HINDUJA


Place : Mumbai Chief Financial Officer & Managing Director Chairman
Date : 14th May 2010 Company Secretary

90
Gulf Oil Corporation Limited

ELECTRONIC CLEARING SERVICES (ECS) MANDATE FORM

(For Shares held in physical form)

From : Date :

To :

Dear Sirs,

Please fill-in the information in CAPITAL LETTERS in ENGLISH ONLY. Please TICK wherever is applicable.

CONSOLIDATED FINANCIAL STATEMENTS


Folio No.

I/we_________________________________________________ do hereby authorise Gulf Oil Corporation Limited to –


* Print the following details on my/our Dividend Warrant
* Credit my dividend amount directly to my Bank account by ECS
(* strike out whichever is not applicable)

Name of First Holder


_______________________________________________________________________________________________

Bank Name
_______________________________________________________________________________________________

Branch Name
(Address with pincode)
_______________________________________________________________________________________________

Bank & Branch Code : (9 Digits Code Number appearing on the MICR Band of the cheque supplied by the Bank. Please
attach a Xerox copy of a cheque of your bank duly cancelled for ensuring accuracy of the bank
name, branch name and code number)

Account Type Savings Current Cash Credit

A/c No. (as appearing in the cheque leaf)

I, hereby declare that the particulars given above are correct and complete. If any transaction is delayed or not effected
at all for reasons of incompleteness or incorrectness of information supplied as above, the Company /Registrar will not be
held responsible. I agree to avail ECS facility provided by Reserve Bank of India as and when implemented by the
Company.
I further undertake to inform the Company / Registrar any changes in Bank /Branch and Account number.

Signature of the first holder

91
CONSOLIDATED FINANCIAL STATEMENTS

92
Gulf Oil Corporation Limited
CONSOLIDATED FINANCIAL STATEMENTS

93
Gulf Oil Corporation Limited
Gulf Oil Corporation Limited Gulf Oil Corporation Limited

Shareholding Pattern

Promoters

Mutual Funds, UTI, Banks, FI & Others

Private Corporate Bodies

Indian Public

NRIs/OCBs

FIIs
CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS


Share Price Movement

20000

18000

16000

14000

BSE SENSEX
12000
Share Value in INR

10000

8000

6000

4000

2000

09 10

12000
10774
9933 9986 11000
9361 10100 10000
10383
8474
9162 9000
7474
Share Value in INR

8542 8000
S&P CNX Nifty Jr.

7795 7000
6000
5282 5000
4000
3000
2000
1000
0

09 10

94 94
Gulf Oil Corporation Limited

Gulf Oil Corporation Limited


Regd. Office: Kukatpally, Sanathnagar (IE) PO, Hyderabad 500 018


ATTENDANCE SLIP

Folio No: .............................. DP ID: .................................. L F/ Client ID No. ........................................

Shareholders Names: Mr./ Mrs./Miss. ............................................................................................................................................


(in block letters)
E-mail*: ...........................................................................................................................................................................................

IN CASE OF PROXY
Name of the Proxy: Mr./Mrs./Miss. .................................................................................................................................................
(in block letters)

No. of shares held: ………………………………...............................................


CONSOLIDATED FINANCIAL STATEMENTS

I certify that I am a registered Shareholder/ proxy for the registered Shareholder of the Company.

I hereby record my presence at the 49th Annual General Meeting of the Company held on Thursday, the 23rd day of
September, 2010.

Signature of the Shareholder/ Proxy

Notes: 1. Please bring this Attendance Slip when coming to the Meeting.
2. Please do not bring with you any person who is not a member of the Company.
*For the purpose of updates by the Company, if any.

Gulf Oil Corporation Limited


Regd. Office: Kukatpally, Sanathnagar (IE) PO, Hyderabad 500 018

PROXY

I/ We …………………………………………………………....................................................................………………………………
of ………….....................................…………………in the district of ……………......................................……………………………
being a member(s) of GULF OIL Corporation Limited hereby appoint …………...........................................................………..…
of…………………………in the district of…………………………… or failing him ……………………… of…………………………in
the district of ……………………as my/ our Proxy to vote for me/ us on my/ our behalf at the Forty-nineth Annual General Meeting
of the Company to be held on Thursday, the 23rd day of September, 2010 and at any adjournment there of.

As witness my/ our hand(s), this………………..day of ……………..2010.

Affix
Revenue
Stamp

Folio No. ............................... Signature of the Shareholder(s)

DP ID .......................................... Client ID No. ..........................................




Note : Proxies, in order to be effective, should be duly stamped, completed, signed and deposited at the Registered Office of the Company not
less than 48 hours before the meeting.
95
CONSOLIDATED FINANCIAL STATEMENTS

96
Gulf Oil Corporation Limited
Gulf Oil Corporation Limited

96
CONSOLIDATED FINANCIAL STATEMENTS

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