tide water oil co i ltd share price Directors report

PERFORMANCE AND STATE OF COMPANYS AFFAIRS

STANDALONE

The performance of your Company during the year under review was relatively moderate. Your Company has achieved a turnover of Rs. 1701.11 crores (net of discount and rebates Rs. 1492.36 crores) compared to Rs. 1438.79 crores (net of discount and rebates Rs. 1247.65 crores) in the previous year, an increase of

18.23%. Although the increasing demand from end-user industries helped in the growth in the top-line however, the year under review witnessed rising input costs which had put significant pressures on margin. While the consumption in the personal mobility sector was encouraging yet the offtake for commercial vehicles before remained sluggish. Despite the efforts undertaken towards premiumization, severe competition coupled with relentless rise in input costs kept the bottom-line subdued during the year under review. Nevertheless, the Company continues to focus on value improvement initiatives, launch of new cost-effective products and review of its pricing strategies which are envisaged to overcome the headwinds in times to come. During the year the Company achieved a Profit before Tax (PBT) of Rs. 106.07 crores compared to Rs. 136.39 crores in the preceding year. Profit

Tax for the year under review was at Rs. 84.63 crores against Rs. 106.08 crores in the previous year.

CONSOLIDATED

During the financial year ended 31 ^st March, 2023 the Company achieved a turnover (net of discount and rebates) of Rs.1853.80 crores as compared to Rs.1535.71 crores for previous year.

The Consolidated Profit before Tax was at Rs.147.07 crores compared to Rs.160.11 crores for the preceding year. Profit

Tax for the year under review was at Rs.115.95 crores against Rs.121.66 crores in the previous year.

The Companys wholly owned step down subsidiary Granville

Oil & Chemicals Limited (GOCL) performed creditably during the year under review. During the financial year ended^st 31 March, 2023 GOCL achieved a turnover of GBP 27.92 million as compared to GBP 21.59 million for previous year. The Profit before Tax was higher at GBP 5.52 million as compared to GBP 2.93 million for the preceding year.

During the year 2022-23, Eneos Tide Water Lubricants India Pvt.

Ltd. (formerly JX Nippon TWO Lubricants India Pvt. Ltd.) (ETWL), the joint venture company wherein your Company holds 50% stake achieved a turnover of Rs. 208.20 crores as compared to Rs. 182.57 crores for the previous year. The Company achieved a (PBT) of Rs. 22.47crores as compared to Rs. 31.28 crores in the preceding year.

BRAND ‘VEEDOL

With the acquisition of Veedol International Limited, the Company got the global rights to a wide portfolio of registered trademarks for the master brand ‘VEEDOL as well as its associate product sub-brands and iconic logos. The Company has exploited this opportunity for marketing lubricants under the ‘VEEDOL brand in various geographies around the world.

INTERNATIONAL OPERATIONS

Your Company has invested in 100% shares of Veedol UK

Limited (formerly Price Thomas Holdings Limited), having a wholly owned subsidiary viz. Granville Oil & Chemicals Limited (GOCL), which is engaged in manufacturing and selling of lubricants and automotive after care products. Since GOCL has its own manufacturing facility, it has resulted in competitive as product pricing internationally. Also, the range of products and its after sales distribution network have been beneficial for the Companys international operations. GOCL mainly operates in United

Kingdom and key brands marketed inter alia include Granville, Gunk, Nova and Autosol. GOCL is presently manufacturing

Veedol products for different geographies.

Other than as stated above and besides holding 100% shares of Veedol International Limited the Company presently has two wholly owned subsidiaries viz. Veedol International DMCC (VID), UAE and Veedol Deutschland GmbH (VDG), Germany to cater to the Middle East Asian Region and Eastern Europe, respectively. Veedol International Limited has also licensed the Veedol brand inter alia to licensees in Canada, Mexico, France, Germany, Italy, Portugal and Republic of South Africa for sales thereat.

WIND ENERGY BUSINESS

During the year 2022-23, the revenue generated from the Wind Energy Project amounted to Rs. 1.99 crores.

RESERVES AND DIVIDEND

During the year under review as well as during the previous year, the Company has not transferred any amount to the General Reserves. As on 31^st March, 2023, Reserves and Surplus of the Company were at Rs. 680.85 crores. An amount of Rs. 84.63 crores is proposed to be retained as surplus in the Statement of

Profit and Loss.

On 8^th September, 2022 your Company had paid an interim dividend of 250% (Rs. 5.00 per ordinary share) for financial 2022-23 involving a total dividend outflow of Rs. 8.71

Further on 8^th December, 2022 your Company had paid a second interim dividend of 600% (Rs. 12.00 per ordinary share) for year 2022-23 involving a total dividend outflow of f urther

Rs. 20.91 crores. In addition to the aforesaid, on 9^th March, 2023 your Company had paid a third interim dividend of 500% (Rs. finyear 2022-23 involving 10.00 per ordinary share) for a total dividend outflow of further Rs. 17.42 crores. In viewof present financial results, your Directors have the pleasure in recommending a final dividend of 750% (Rs.15 per ordinary share) on the Ordinary Shares of Rs. 2/- each for the financial year 2022-23. The final dividend that will be recommended for

2022-23 will be distributed to the eligible shareholders within 30 (thirty) days from the date of the 100^th Annual General Meeting.

The final dividend is in addition to the interim dividends, as already distributed. The Dividend Distribution Policy is available at the official website of the Company at the weblink https://www. veedolindia.com/sites/default/files/assets/pdf/DIVIDEND%20 DISTRIBUTION%20POLICY.pdf. Dividend(s) declared / to be declared were / is in line with the policy referred above.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, as amended, is presented in a separate section forming part of the Annual Report as Annexure I.

CORPORATE GOVERNANCE

Your Directors affirm their commitment to good Corporate

Governance practices. The report on Corporate Governance as per the requirement of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, together with a certificate from a Practicing

Company Secretary and declaration by the Managing Director forms part of this report.

SUBSIDIARY COMPANIES

Veedol International Limited, Veedol International DMCC, Veedol Deutschland GmbH and Veedol UK Limited (formerly

Price Thomas Holdings Limited) continue to be the wholly owned overseas subsidiary companies of the Company. As on 31^st March, 2023 all the above companies excepting Veedol UK Limited are deemed to be non-material and non-listed subsidiary companies in terms of the provisions of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Veedol UK

Limited is deemed to be a material non-listed subsidiary. The policy for determining ‘Material Subsidiaries has been displayed on the Companys website at the weblink https://www.veedolindia.com/ sites/default/files/assets/pdf/MaterialSubsidiary-Policy-2.pdf.

The Statement of Accounts along with the Report of the Board of Directors and Auditors relating to your Companys Overseas Subsidiaries for the financial year 2022-23 are not annexed.

Shareholders who wish to have a copy of the full Report and Accounts of the aforesaid subsidiary companies will be provided the same, on receipt of a written request. These documents will also be available for inspection by any shareholder at the

Registered Office of the Company and the concerned subsidiary companies during business hours on all working days till 23^rd August, 2023. However, for the purpose of inspection, the documents shall also be available at the website of the Company year at www.veedolindia.com under ‘Financials of Subsidiary Companies. .

PERFORMANCE OF SUBSIDIARIES AND JOINT VENTURE COMPANIES AS PER RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES, 2014

A report on the performance and the financial position of each of the Subsidiaries and Joint Venture Companies as per the Companies Act, 2013 is annexed to the Consolidated Financial Statement and hence not repeated here for the sake of brevity.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss ofthe

Company for that period;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis;

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

vi. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loan given, investment made and guarantee given alongwith the purpose for which the loan or guarantee is proposed to be utilized by the recipient is provided in thefinancial statements (Please refer Note 4, 5, 36, and 37 to the Standalone Financial Statements). No loan / advance is outstanding to any subsidiary, associate or any firm / company in which the Directors are interested. This may be regarded as a disclosure as required under Schedule V of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations,

2015, as amended.

TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment

Rules, 2019, read with all relevant notifications as issued the Ministry of Corporate Affairs from time to time all shares in respect of which dividend has remained unpaid or unclaimed for a period of seven consecutive years have been transferred by the Company, within the stipulated due date, to the Investor Education and Protection Fund (IEPF). Members / claimants whose shares or unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for a refund by approaching the Company for issue of

Entitlement Letter along with all the required documents before making an application to the IEPF Authority in Form IEPF – 5

(available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time.

The member / claimant can file only one consolidated claim in a financial year as per the IEPF Rules.

Details of shareholders alongwith their folio number or DP. ID. and Client ID., who have not claimed their dividends for the last seven consecutive years i.e. 2015-16 (final dividend) to 2021-22 (inclusive of interim and final dividend) and whose shares are therefore liable for transfer to the IEPF Demat Account, are displayed on the website of the Company at https://www. veedolindia.com/investor/shareholders-details-for-transfer- to-iepf. Actual transfers are effected after sending individual communication to the concerned shareholders and issuance of public notice. Members are requested to ensure that they claim the dividends and shares, before they are transferred to the said fund.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31^st March, 2022 on the Companys website (www.veedolindia.com) and also on the Ministry of Corporate Affairs website.

CORPORATE WEBSITE

The website of your Company, www.veedolindia.com carry comprehensive database of information of interest to the stakeholders including the corporate profile, with regard to products, plants and various depots, performance of your Company, corporate policies and others.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business, during the period under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year, there were no material changes and commitments, affecting the financial position of the Company which have occurred between 1^st April, 2023 and the date of this report.

REPORTABLE FRAUDS

No fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013, during the period under review.

DIRECTORS

Shri Arijit Basu has been appointed as Managing Director with effect from 1^st March, 2023 for a period of 5 (five) years.

Resolution in relation to the said appointment has been approved by the shareholders vide their postal ballot resolution dated 30^th March, 2023.

As on the close of business on 28^th February, 2023, the tenure of Shri R. N. Ghosal had concluded as the Managing Director of the Company. The then concerned ensuing cessation was duly noted by the Board of Directors at its 337 by ^th Board Meeting held on 14^th February, 2023. While considering the matter, the Board of Directors placed on record the valued guidance received from Shri Ghosal during his tenure of directorship in the Company which spanned over a significant period of his long and illustrious career and his association with the Company. In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and your Companys Articles of Association, Shri S. Bhattacharya, Chairman of the Board of Directors retires by rotation and is eligible for re-appointment.

Brief resume / details relating to Shri S. Bhattacharya is furnished in the said notice. Pursuant to Regulation 36(3)(c) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, as amended, it is disclosed that no Directors share any relationship inter-se.

DECLARATIONS BY THE INDEPENDENT DIRECTORS

All Independent Directors have given declarations to the Company stating their independence pursuant to Section 149 of the Companies Act, 2013 and the same have been noted by the Board. The Board is of the opinion that the Independent Directors of the Company possess qualifications, domain requisite knowledge, experience and expertise in the fields of finance, administration, management, strategy, etc. and they hold highest standards of integrity. All the Independent Directors of the Company have registered themselves with the Indian Institute of

Corporate Affairs, Manesar (‘IICA) as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,

2014 and thereby have complied with the provisions of sub-rule (1) and sub- rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 to the extent applicable. All the Independent Directors have also complied with the provisions of sub-rule (4) of Rule 6 of the Companies (Appointment and Qualification of Directors) financial Fifth Amendment Rules, 2019. This may be deemed to be a disclosure as required under Rule 8(5)(iiia) of the Companies

(Accounts) Rules, 2014, as amended.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has framed a Remuneration Policy, in relation to remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management, as recommended by the Nomination and Remuneration Committee of the Board of Directors. The details of such policy i.e. summary, weblink, etc. have been furnished in the Corporate Governance Report forming part of this Annual Report.

The Nomination and Remuneration Policy, as framed, inter alia includes its objective, applicability, matters relating to the remuneration, perquisites for the Wholetime/ Executive

Independent Director(s), Stock Options, remuneration for Senior Management Personnel and Other Employees interpretation provision. This may be deemed to be disclosure as required under proviso of Section 178(4) read with Section

134 of the Companies (Amendment) Act, 2017 relating to salient features of Nomination and Remuneration Policy. The entire policy is available on the Companys website at the weblink https://www.veedolindia.com/sites/default/files/assets/pdf/ REMUNERATION-POLICY-1.pdf. Further disclosure as stated under Section 134(3)(e) of the Companies Act, 2013 has not been provided in view of the provisions as contained under second proviso to Section 134 (3) of the Companies Act, 2013.

Shri Arijit Basu, Managing Director does not receive any remuneration or commission from any other subsidiary company. Shri R. N. Ghosal during his tenure as Managing Director till 28^th February, 2023 did not receive any remuneration or commission from any other subsidiary company. This may be deemed to be a disclosure as required under Section 197(14) of the Companies

Act, 2013.

ANNUAL EVALUATION OF BOARDS PERFORMANCE

In compliance with the Companies Act, 2013 and applicable regulations, the performance evaluation of the Board was carried out during the year under review. The Board Evaluation and Diversity Policy which had been framed by the Company for the purpose of establishing, inter alia, qualifications,positive attributes, independence of Directors and determination of criteria based on which such evaluation is required to be out includes matters stated in guidance notes issued by the Securities and Exchange Board of India (SEBI) vide its Circular

No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5^th January, 2017 thereby modifying the evaluation process.

A separate meeting of Independent Directors was held on 13^th

February, 2023, wherein the required evaluation was carried out in terms of the modified policy thereof. More details on the same are given in the Corporate Governance Report.

The performance evaluation of the Board was carried out considering its composition, competency, experience, mix of qualification of directors, regularity and frequency of its meetings, its functions based on inter- alia role and responsibility, strategy, evaluation of risks and its independence of management, access to management, etc. The performance of the Board Committees was evaluated based on its respective mandate and composition, effectiveness, structure and meetings, independence from the Board and contribution to decisions of the Board. The performance of Chairman, Managing Director, Independent Directors and Non- Executive Directors were evaluated based on inter alia leadership and stewardship abilities, qualification and experience, knowledge and competency, attendance record, intensity of participation at meetings, quality of intervent ions and special contributions during the Board Meeting, identification, monitoring and mitigation of significant corporate risks, etc.

The Independent Directors were additionally evaluated based on independence, ability of expressing independent views and judgment, etc. Additional criteria for evaluation of Chairman were based on effectiveness of leadership and ability to steer meetings, impartiality, commitment and ability to keep shareholders interests in mind. Performance evaluation of the Board and its Committees were carried out by the Independent Directors and each individual director at the meeting of the Board of Directors held on 14^th February, 2023. Independent Directors also evaluated performance of the Chairman, each Non-KMP, Executive Director and the Managing Director. The performance evaluation of each of the Independent Directors was carried outand by the entire Board, excluding the Director being evaluated. This may be deemed to be a disclosure as required under Section

134(3)(p) of the Companies (Amendment) Act, 2017.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfillment of theseal soci responsibilities can enhance overall performance.

The Board of Directors of the Company, in this regard, has devised a Corporate Social Responsibility (CSR) Policy. The policy inter alia states mode of constitution of CSR Committee, activities which can be undertaken, mode of implementation, quantum of investment, etc. As per the terms of the CSR Policy, the Board of Directors has constituted a CSR Committee. The Policy has empowered the Committee to inter alia recommend the amount of expenditure to be incurred on approved activities, annual action plan in pursuance to the policy, etc. The policy also contains provisions relating to scope, functioning and meetings of the CSR Committee. The scope of the policy extends to activities as stated under Schedule VII of the Companies Act, 2013 and all additional and allied matters as may be notified by the Ministry of Corporate

Affairs from time to time, including but not limited to promotion of health care, contribution towards projects for rural development, carried sustainable development, imparting of training to identified persons for skill development, etc. As per the policy the CSR Committee shall recommend to the Board on matters relating to minimum eligibility criteria, quantum of proposed expenditure, modalities of execution, engagement of implementing agency, incidental and ancillary matters, etc. in connection with any identified project. This may be deemed to be a disclosure as required under Section 134 of the Companies (Amendment) Act, 2017 in relation to providing of salient features of CSR Policy. The entire policy is available on the Companys website at the weblink https://www.veedolindia. com/sites/default/files/assets/pdf/CSR-Policy_3_0.pdf. Imparting of training to mechanics/garage owners for skill development by way of setting up an auto-mechanic school, promoting health care, contributing towards projects for rural development, sustainable development, etc. had been identified as a CSR activity being covered under Schedule VII of the Companies Act, 2013.

Towards this during 2022-23, the Company has donated to various organizations viz. SEVAMOB (Howrah and Mumbai),

Vivekananda Foundation Trust (Mumbai), Automotive Skills Development Council (Delhi), Kathakali Swapnopuron Welfare Society (Sundarban, South 24 Parganas), IIT Madras, The Uttara Kannada Blood Bank & Health Services Society (Kumta, Uttar Kannada), Daudpur Matanggeny Sangha (Sundarban, South 24 Parganas), George Telegraph Institute (Kolkata), All India Movement for SEVA (Unnao, Uttar Pradesh) and Ram Mohun Library and Free Reading Room (West Bengal) as a part of its CSR initiatives. The CSR Committee has been constituted by the Board, which as on 31^st March, 2023 comprises of Shri

Praveen P. Kadle, as Chairman, Shri Arijit Basu and Shri Subir Das. The Committee met four times during the year on 27^th May, 2022, 12^th August, 2022, 11^th November, 2022 and 13^th February, 2023 to monitor CSR activities undertaken, review scope of CSR activities, approve CSR Report, etc. The Company has set up an auto-mechanic school at Kolkata. The details in relation to CSR reporting as required under Rule 8 of the Companies

(CSR Policy) Rules, 2014, as amended by the Companies (CSR Policy) Amendment Rules, 2021 is enclosed with this report as Annexure II.

Other relevant details in relation to CSR Committee, such as terms of reference of the CSR Committee, number and dates of meetings held and attendance of the Directors are given separately in the attached Corporate Governance Report.

VIGIL MECHANISM

Fraud-free and corruption-free work culture has been core to the Company. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the Company has put even greater emphasis to address this risk. To meet this objective, a Vigil Mechanism Policy akin to Whistle Blower Policy has been laid down. More details about the policy are given in the Corporate Governance Report. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy has been uploaded on the Companys website at the weblink https://www.veedolindia.com/sites/default/

-POLICY-1.pdf.

RISK MANAGEMENT

The Company has identified various risks faced by it from different areas. As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, as amended the Board has adopted a Risk Management Plan for the Company which includes inter alia identification of elements of risks which may threaten existence of the Company and specifically covers cyber security.

Structures are present so that risks are inherently monitored and controlled. The Company has been certified under ISO

31000:2018 Standard with regard to its Enterprise Risk Management practices. Relevant details of the Risk Management Plan including implementation thereof and the Risk Management Committee have been furnished under the Corporate Governance Report.

EMPLOYEE BENEFIT SCHEME AND TRUST

In terms of the approval of the shareholders, your Company has in place a scheme viz. Tide Water Oil Co. (India) Ltd. Employee Benefit Scheme for granting / allotting options to the eligible employees of the Company through Tide Water Oil Co. (India) Ltd. Employee Benefit Trust. The provisions relating to General Employee Benefits Scheme (GEBS) and Retirement Benefit Scheme (RBS) also forms a part of Tide Water Oil Company (India) Limited Employee Benefit Scheme.

Pursuant to Rule 12 of Companies (Share Capital and

Debentures) Rules, 2014, the required details, for the 022- year

23, are stated as under:

There has been no material change in the concerned Scheme during the year under review. The provisions of the scheme are in compliance with the Securities and Exchange Board of India

(Share Based Employee Benefits and Sweat Equity) Regulations,

2021 (SBEBSE Regulations). Necessary detail as referred in Regulation 14 of SBEBSE Regulations read with Circular number

CIR/CFD/POLICY CELL/2/2015 dated 16 ^th June, 2015 as issued by SEBI, has been uploaded on the Companys website at the weblink https://www.veedolindia.com/sites/default/files/assets/pdf/

SEBI-SBEB-Regulation-14-2022-23.pdf

Certificates from the Secretarial Auditor of the Company as required under Regulation 13 of SBEBSE Regulations are enclosed as Annexure III.

FURTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013 i. Annual Return the

Obligations and Disclosure Requirements) Regulations,

2015, as amended as per the circulars issued by the Ministry of Corporate Affairs and SEBI.

iii. Changes in Share Capital

There has been no change in the share capital of the Company during the year. Your Company has not issued any ordinary shares or shares with differential voting rights nor granted stock options nor sweat equity, during the year. Your Company has not resorted to any buy back of its ordinary shares during the year under review. As on 31^st March, 2023 none of the Directors of the Company hold any share or convertible instrument of the Company.

iv. Composition of Audit Committee

The Board has constituted the Audit Committee which comprises of Shri P. S. Bhattacharyya as the Chairman, Shri Subir Das and Shri P. Y. Gurav. All recommendations of the Audit Committee have been accepted by the Board of Directors.

More details on the Committee are given in the Corporate Governance Report. v. Related Party Transactions During the year 2022-23, the Company entered into transactions, cumulative value whereof amounts to Rs. 245.88 crores with Standard Greases & Specialities Pvt. Ltd. (SGSPL), Joint Promoter of the Company which exceeds the threshold limit stated under the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and also the threshold limit stated under Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended. SGSPL is one of the largest grease producers in Asia and they process grease on behalf of the Company to meet the needs of Western Region and Northern Region as there are no grease plants thereat. Further the Company also procures lubricating oil and other chemicals from SGSPL. All these products are offered on competitive rates and the same is in ordinary course of business. During the year 2022-23, the Company also entered into transactions, cumulative value whereof amounts to Rs. 243.13 crores with Eneos Tide Water Lubricants India Pvt. Ltd. (formerly JX Nippon TWO Lubricants India Pvt. Ltd.)

(ETWL), Associate Company which exceeds the threshold limit stated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, as amended and also the threshold limit stated under Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended. Pursuant to the Joint Venture Agreement, as executed between ETWL, ENEOS Corporation (formerly JXTG Nippon Oil & Energy Corporation) and the Company, Water Oil Co. (India) Ltd. pays franchise fees to in connection with manufacturing and selling of range of products. This is on arms length basis and in ordinary course of business. The details in Form AOC-2 material transaction(s) entered into by the Company with its related parties are enclosed as Annexure IV. There were no other materially significant related party transactions with Promoters, Directors or the Management, their Subsidiaries or relatives, etc. during the year that may have potential conflict with the interest of the Company at large . Other than as stated above there was no related party transaction during 2022-23, which was material in nature in terms of provisions of the Companies Act, 2013 and rules made thereunder, requiring disclosure as prescribed under Section 188(2) of the Companies Act, 2013.

Details of all other related party transactions, including but not limited to with Andrew Yule & Company Limited, as entered into by the Company during 2022-23, are provided in the financial statements (Please refer to Note 42 of the Standalone Financial Statements and Note 43 of the Consolidated Financial Statements).

All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained the transactions which are foreseen and repetitive in nature. While granting omnibus approval, the Company complied with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, as amended. Shareholders sanction is also obtained for material related party transactions proposed to be entered into during the year. The related party transaction policy for determining materiality of related party transaction and also on dealing with related parties is uploaded on the Companys website at the weblink https://www.veedolindia.com/sites/ default/files/assets/pdf/RPT-Policy.pdf. The details of the transactions with related parties are provided in the accompanying financial statement. The details of the said policy and other relevant details have also been furnished in the Corporate Governance Report.

iv. Names of Companies which have become or ceased to be Subsidiaries, Joint Venture Companies or Associate Companies during the year

a. Subsidiary Company: There has been no change in the subsidiaries during the year 2022-23. During the year under review, Veedol UK Limited (formerly Price Thomas Holdings Limited) has emerged as a material subsidiary.

b. Joint Venture Company (JVC): There has been no change in JVC during the year 2022-23.

c. Associate Companies: There are no Associate Companies other than the JVC viz., Eneos Tide Water

Lubricants India Pvt. Ltd. (formerly JX Nippon TWO

Lubricants India Pvt. Ltd.), in terms of provisions of the Companies Act, 2013. d depositsfixe v. Detailsrelatingtodeposits:Therewereno of the Company from the public outstanding at the end of the financial year.

No fixed deposit has been accepted during the year and as for such, there is no default in repayment of the said deposits.

vi. There has not been any deposit, which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.

vii. No significant and material orders have been passed by any regulator(s) or Court(s) or Tribunal(s) impacting the going concern status and Companys operations in future.

viii. Adequacy of Internal Financial Control: Your Company has an adequate system of internal financial control as commensurate with the size and nature of business, which ensures that all assets are safeguarded and protected against loss and all transactions are recorded and reported correctly.

The internal control system of the Company is monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board of Directors for reference.

The scope of Internal Audit includes audit of Purchase Policy, Sales Promotion Expenditure and Incentive Scheme, Debtors and Creditors Policy, Inventory Policy, Taxation matters and others, which are also considered by the Statutory Auditors while conducting audit of the Annual Financial Statements.

ix. M/s. DGM & Associates, Cost Accountants carried out the cost audit for the Company. They have been re-appointed fin year ending 31 as cost auditors for the ^st March, 2024. A remuneration of Rs. 2,50,000 (Rupees Two Lakhs and Fifty Thousand Only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the members at the 100^th AGM. Accordingly, the matter relating to ratification of remuneration payable to the Cost Auditors placed at the 100 the ^th AGM. The Company has maintained cost records as specified under sub-section (1) of Section 148 of the Companies Act, 2013 and the same shall be audited by the Cost Auditor i.e. M/s.

DGM & Associates, Cost Accountants for the financial year

2023-24. x. No application was made against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year. No proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016). xi. There has been no instance of any one-time settlement with any Bank or Financial Institution during the year and as such the requirement of disclosure in connection with difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions, does not arise.

DISCLOSURE AS PER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014, AS AMENDED

The disclosure as required under Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is enclosed with this report as Annexure V.

Details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, as amended form part of this report. As per the provisions of Section 136 of the Act, the Report and Financial Statements are being sent to the Members of your Company and others entitled thereto, excluding the statement on particulars of employees. Copies of said statement are available at the registered office of the Company during the designated working hours from 21 days before the Annual General Meeting till date of the Annual General Meeting. Any member interested in obtaining such details may also write to the corporate secretarial department at the registered office of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

No cases were filed / reported to the Company pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review. Prevention of Sexual Harassment Committee(ies) have been formed at the corporate and regional levels to monitor compliance with the provisions of the said Act and complaints thereof, if any. The Company has complied with the relevant provisions of the said Act.

AUDITOR AND AUDITORS REPORT

M/s. Price Waterhouse Chartered Accountants LLP (PWC) was re-appointed as Auditors of the Company at the 99^th Annual General Meeting, since eligible members had sanctioned continuation of their appointment till the conclusion of the 104^th

Annual General Meeting. In view of notification dated 7^th May, 2018 issued by Ministry of Corporate Affairs read with Companies

(Audit and Auditors) Amendment Rules, 2018, ratification of such appointment has not been proposed. The Statutory Auditors have confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the

Statutory Auditor.

The report given for financial by the Statutory Auditors on the statements of the Company forms part of the Annual Report. No qualification has been made by the Statutory Auditors in their

Report.

A statement detailing significant Accounting Policies of the

Company is annexed to the Accounts.

SECRETARIAL AUDIT AND COMPLIANCE REPORT

A Secretarial Audit was conducted during the year 2022-23 by the Secretarial Auditor, Shri Manoj Prasad Shaw of M/s. Manoj Shaw & Co., Practicing Company Secretaries, in accordance with the provisions of Section 204 of the Companies Act, 2013 read with Regulation 24A of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations,

2015, as amended. The Secretarial Auditors Report is attached as Annexure VI and forms part of this Report of Directors. No qualification has been made by the Secretarial Auditor in his

Report.

Further pursuant to the Securities and Exchange Board of India Circular no. CIR/CFD/CMD1/27/2019 dated 8^th February, 2019, Shri Manoj Prasad Shaw of M/s. Manoj Shaw & Co., Practicing Company Secretaries has issued an Annual Secretarial Compliance Report to the Company, with respect to compliance of all applicable regulations, circulars and guidelines issued by the Securities and Exchange Board of India. The said Report has been duly submitted to the National Stock Exchange of India Ltd. and BSE Ltd. Further a copy of the Report is available at the Companys website at the weblink https:// www.veedolindia. com/sites/defaults/files/assets/pdf/Secretarial-Compliance-Report _31/03/2023.pdf.

The applicable Secretarial Standards have been duly followed by the Company during the year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under Regulation 34(2)(f) of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended vide Securities and Exchange Board of India (Listing Obligations Disclosure Requirements) (Fifth Amendment) Regulations, 2019 the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A. CONSERVATION OF ENERGY

Energy conservation during the financial year has accrued as a result of the following steps taken at various locations of the Company.

SILVASSA

i. Solar Power Plant has been set up which helped to generate 13,395 units during the year.

ii. Replaced 36W tube lights with 18W LED light fittings in plant which helped to save energy upto 1344 units / year.

TURBHE

Solar Power Plant has been set up which during part of the year has generated energy upto 49,055 units.

ORAGADAM

i. Introduction of spray nozzle for blending kettles thereby reducing energy consumption to the extent of 700 units / year. ii. Introduction of VFD for finished product transfer pump, 5 ltr. finished material feed pump and Grease Autoclave

Agitator have reduced energy consumption to the extent of 17,096 units / year. iii. 5.5 kw Grease Booster Pump has been eliminated thereby saving energy upto 10,740 units / year. iv. Maintaining of power factor to unity (PF:1) has resulted in saving of energy consumption to the extent of 2,000 units per month.

None in particular.

B. TECHNOLOGY ABSORPTION

1. Efforts made towards technology absorption: New products are developed by the R&D centers of the Company incorporating latest technology.

The Company is able to produce quality products in view of the above.

C. FOREIGN EXCHAGE EARNINGS AND OUTGO

Foreign Exchange Earnings during the year under review was Rs. 28.55 crores (last year Rs. 24.83 crores) while Foreign

Exchange Outgo was Rs. 296.63 crores (last year Rs. 215.71 crores).

ACKNOWLEDGEMENT efficientThe Board offlushingDirectors wouldto likeall to place on record their appreciation of the support and assistance received from the Government of India and the State Government. The Directors are thankful to the Companys Bankers / Shareholders / all other Stakeholders and the esteemed customers for their continued support.