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Tide Water Oil Co (I) Ltd.

BSE: 590005 Sector: Industrials
NSE: TIDEWATER ISIN Code: INE484C01030
BSE 00:00 | 18 Aug 1173.95 32.45
(2.84%)
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NSE 00:00 | 18 Aug 1171.80 31.20
(2.74%)
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OPEN 1160.00
PREVIOUS CLOSE 1141.50
VOLUME 4121
52-Week high 2064.00
52-Week low 975.00
P/E 17.35
Mkt Cap.(Rs cr) 2,043
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1160.00
CLOSE 1141.50
VOLUME 4121
52-Week high 2064.00
52-Week low 975.00
P/E 17.35
Mkt Cap.(Rs cr) 2,043
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tide Water Oil Co (I) Ltd. (TIDEWATER) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting their Ninety Ninth Annual Report on theoperations of the Company together with audited accounts for the year ended 31st March2022.

Amount (Rs. in Crores)
Standalone Year ended 31s' March 2022 Standalone Year ended 31st March 2021 Consolidated Year ended 31st March 2022 Consolidated Year ended 31st March 2021
Revenue from Operations 1247.65 1051.30 1535.71 1258.48
Profit before Depreciation Interest and Tax 148.43 168.03 177.18 201.96
Finance Cost 1.31 1.74 1.60 2.41
Depreciation (Net) 10.73 10.42 15.47 14.12
Profit before Tax and exceptional items 136.39 155.87 160.11 185.43
Profit before Tax 136.39 155.87 160.11 185.43
Tax Expenses 29.80 38.42 37.20 44.10
Profit after Tax from discontinued operations - - - -
Other Comprehensive Income net of Tax (0.51) (2.62) (1.25) (1.79)
Profit for the year 106.08 114.83 121.66 139.54

PERFORMANCE AND STATE OF COMPANY'S AFFAIRS

STANDALONE

The performance of your Company during the year under review was satisfactory. YourCompany has achieved a turnover of Rs. 1438.79 crores (net of discount and rebates Rs.1247.65 crores) compared to Rs. 1266.18 crores (net of discount and rebates Rs. 1051.30crores) in the previous year an increase of 13.63%. The onset of the pandemic took a tollon several industries across segments including the lubricant industry. However with thegradual recovery there has been some improvement in the market in the current financialyear vis-a-vis last year. But since the conditions remained volatile for the major part ofthe year the same coupled with prevalent competition had significant bearing on thetop-line as well as the bottom-line during the year under review. Moreso during the yearthere has been sharp and sudden rise in the input costs which your Company could addressthrough continued focus on costs adoption of structured approach for demandidentification and constant improvement in supply chain efficiencies. However in spite ofsevere headwinds from various quarters your Company was able to forge ahead with driveand initiative to consolidate its position. The Company achieved a Profit before Tax (PBT)of Rs. 136.39 crores as compared to Rs. 155.87 crores in the preceding year. Profit afterTax for the year under review was at Rs. 106.08 crores against Rs. 114.83 crores in theprevious year.

CONSOLIDATED

During the financial year ended 31st March 2022 the Company achieved a turnover (netof discount and rebates) of Rs. 1535.71 crores as compared to Rs. 1258.48 crores forprevious year. The Consolidated Profit before Tax was at Rs. 160.11 crores as compared toRs. 185.43 crores for the preceding year. Profit after Tax for the year under review wasat Rs. 121.66 crores against Rs. 139.54 crores in the previous year.

The Company's wholly owned step down subsidiary Granville Oil & Chemicals Limited(GOCL) performed creditably during the year under review. During the financial year ended31st March 2022 GOCL achieved a turnover of GBP 21.59 million as compared to GBP 15.40million for previous year. The Profit before Tax was higher at GBP 2.93 million ascompared to GBP 2.43 million for the preceding year.

During the year 2021-22 JX Nippon TWO Lubricants India Pvt. Ltd. (JXTL) the jointventure company wherein your Company holds 50% stake achieved a turnover of Rs. 182.57crores as compared to Rs. 182.62 crores for the previous year. The Company achieved aProfit before Tax (PBT) of Rs. 31.28 crores as compared to Rs. 37.76 crores in thepreceding year.

ISSUE OF SUB-DIVIDED AND BONUS SHARES

Considering the long standing demand of the shareholders the Board at its 330thMeeting held on 10th June 2021 subject to approval of the shareholders:

1. resolved to sub-divide every existing fully paid equity share of Company having facevalue of Rs. 5/- each to equity shares having face value of Rs.2/- each fully paid up;and

2. recommended issue of bonus shares in the ratio 1:1 to the existing equityshareholders of Company.

Resolutions with regard to aforesaid matters were duly sanctioned by the shareholdersvide their resolutions dated 15th July 2021. As such 27th July 2021 was determined asthe record date for reckoning the members who would be:

1. entitled to receive new shares in lieu of their existing shareholding in theCompany; and

2. eligible to receive the bonus shares with respect to their existing shareholding inthe Company.

A new ISIN (INE484C01030) for the shares bearing face value of Rs. 2/- each had beengenerated. The old ISIN (INE484C01022) issued in relation to the existing shares stoodde-activated upon issue of the new ISIN. On 28th July 2021 and 31st July 2021 each ofthe beneficiaries' account maintained with the Depositories had been credited with thesub-divided shares and bonus shares respectively. On 31st July 2021 share certificateshad also been dispatched to the shareholders holding shares in physical mode. Fractionalshares emanating out of the aforesaid sub-division and bonus issue were distributedsubsequently to the eligible shareholders in respective mode.

The new shares continue to be listed in the same Stock Exchange viz. National StockExchange of India Ltd. (NSE) and traded under permitted category in BSE Ltd. (BSE). Thenew shares are freely tradable and similar to the earlier shares in all respects save andexcept its face value distinctive number and ISIN. Listing and trading approval inrelation to the said shares had been obtained on 29th July 2021 and 4th August 2021respectively. Consequential modifications had also been carried out in the AuthorisedShare Capital of the Company to factor in the effect of sub-division of shares. The newAuthorised Share Capital of the Company stood at Rs. 200000000 (Rupees Twenty Crores)divided into 100000000 (Ten Crores) Ordinary shares of Rs.2/- each.

The overall capital structure of the Company pre and post issue of sub-divided andbonus shares are stated below:

Particulars Pre sub-division and bonus issue Post sub-division and bonus issue
Authorised Capital Rs. 200000000/- consisting of 40000000 equity shares of Rs. 5/- each fully paid up Rs. 200000000/- consisting of 100000000 equity shares of Rs. 2/- each fully paid up
No. of fully paid shares 3484800 17424000
Face Value Rs. 5/- each fully paid up Rs. 2/- each fully paid up
Issued and Paid Up Capital Rs. 17424000 Rs. 34848000
Distinctive Number From 1 to 3484800 From 1 to 17424000
ISIN INE484C01022 INE484C01030

BRAND ‘VEEDOL'

With the acquisition of Veedol International Limited the Company got the global rightsto a wide portfolio of registered trademarks for the master brand 'VEEDOL' as well as itsassociate product sub-brands and iconic logos. The Company has exploited this opportunityfor 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 ThomasHoldings Limited) having a wholly owned subsidiary viz. Granville Oil & ChemicalsLimited (GOCL) which is engaged in manufacturing and selling of lubricants and automotiveafter care products. Since GOCL has its own manufacturing facility it has resulted incompetitive product pricing internationally. Also the range of products and its salesdistribution network have been beneficial for the Company's international operations. GOCLmainly operates in United Kingdom and key brands marketed inter alia include GranvilleGunk Nova and Autosol. GOCL is presently manufacturing Veedol products for differentgeographies. Other than as stated above and besides holding 100% shares of VeedolInternational Limited the Company presently has two wholly owned subsidiaries viz. VeedolInternational DMCC (VID) Dubai and Veedol Deutschland GmbH (VDG) Germany to cater to theMiddle East Asian Region and Eastern Europe respectively. Veedol International Limitedhas also licensed the Veedol brand inter alia to a licensee in Canada Mexico and otherlicensees in France Germany Italy Portugal Bangladesh and Republic of South Africa forsales thereat.

WIND ENERGY BUSINESS

During the year 2021-22 the revenue generated from the Wind Energy Project amounted toRs. 1.64 crores. The Company produces enough clean energy to offset its electricityconsumption from fossil fuel sources. The sector is poised to provide adequate returnsover the years.

RESERVES AND DIVIDEND

During the year under review as well as during the previous year the Company has nottransferred any amount to the General Reserves. As on 31st March 2022 Reserves andSurplus of the Company were at Rs. 668.40 crores. An amount of Rs. 106.08 crores isproposed to be retained as surplus in the Statement of Profit and Loss.

On 30th November 2021 your Company had paid an interim dividend of 1000% (Rs. 20.00per ordinary share) for financial year 2021-22 involving a total dividend outflow of Rs.34.85 crores. Further on 8th March 2022 your Company had paid a second interim dividendof 1000% (Rs. 20.00 per ordinary share) for financial year 2021-22 involving a totaldividend outflow of further Rs. 34.85 crores. In view of present financial results yourDirectors have the pleasure in recommending a final dividend of 750% (Rs.15.00 perordinary share) on the Ordinary Shares of Rs. 2/- each for the financial year 2021-22. Thefinal dividend that will be recommended for 2021-22 will be distributed to the eligibleshareholders within 30 (thirty) days from the date of the 99th Annual General Meeting. Thefinal dividend is in addition to the interim dividends as already distributed. TheDividend Distribution Policy is available at the official website of the Company at theweblink https://www.veedolindia. com/sites/default/files/assets/pdf /DIVIDEND%20DISTRIBUTION%20POLICYpdf Dividend(s) declared/to be declared were/is in line with thepolicy referred above.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended is presented in a separate section formingpart of the Annual Report as Annexure I.

CORPORATE GOVERNANCE

Your Directors affirm their commitment to good Corporate Governance practices. Thereport on Corporate Governance as per the requirement of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 as amendedtogether with a certificate from a Practicing Company Secretary and declaration by theManaging Director forms part of this report.

SUBSIDIARY COMPANIES

Veedol International Limited Veedol International DMCC Veedol Deutschland GmbH andVeedol UK Limited (formerly Price Thomas Holdings Limited) continue to be the wholly ownedoverseas subsidiary companies of the Company. As on 31st March 2022 all the abovecompanies excepting Veedol UK Limited (formerly Price Thomas Holdings Limited) are deemedto be nonmaterial and non-listed subsidiary companies in terms of the provisions of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended. Veedol UK Limited is deemed to be a material non-listedsubsidiary Company. The policy for determining ‘Material Subsidiaries' has beendisplayed on the Company's website at the weblinkhttps://www.veedolindia.com/sites/default/files/assets/pdf/Material-Subsidiary-Policy-2.pdf.

The Statement of Accounts along with the Report of the Board of Directors and Auditorsrelating to your Company's Overseas Subsidiaries for the financial year 2021-22 are notannexed. Shareholders who wish to have a copy of the full Report and Accounts of theaforesaid subsidiary companies will be provided the same on receipt of a writtenrequest. These documents will also be available for inspection by any shareholder at theRegistered Office of the Company and the concerned subsidiary companies during businesshours on all working days till 24th August 2022 subject to available relaxations if anygranted by local authorities in view of restrictions imposed due to outbreak of thepandemic. However for the purpose of inspection the documents shall also be available atthe website of the Company at www.veedolindia.com under ‘Financials of SubsidiaryCompanies'.

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

A report on the performance and the financial position of each of the Subsidiaries andJoint Venture Companies as per the Companies Act 2013 is annexed to the ConsolidatedFinancial 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 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended 31st March2022 the applicable accounting standards had been followed along with the properexplanation relating to material departures if any;

ii. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

iii. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany 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 ofall 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 purposefor which the loan or guarantee is proposed to be utilized by the recipient is provided inthe financial statements (Please refer Note 4 5 34 and 35 to the Standalone FinancialStatements). No loan/advance is outstanding to any subsidiary associate or anyfirm/company in which the Directors are interested. This may be regarded as a disclosureas required under Schedule V of the Securities and Exchange Board of India (ListingObligations 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 InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) SecondAmendment Rules 2019 read with all relevant notifications as issued by the Ministry ofCorporate Affairs from time to time all shares in respect of which dividend has remainedunpaid or unclaimed for a period of seven consecutive years have been transferred by theCompany within the stipulated due date to the Investor Education and Protection Fund(IEPF).

A list of shareholders alongwith their folio number or DP. ID. and Client ID. who havenot claimed their dividends for the last seven consecutive years i.e. 2014-15 to 202021and whose shares are therefore liable for transfer to the IEPF Demat account has beendisplayed on the website of the Company at https://www.veedolindia.com/sites/default/files/assets/pdf/Shareholders-List2014-15F pdf besides sending individualcommunication to the concerned shareholders and issuance of public notice. The Company hasuploaded the details of unpaid and unclaimed amounts lying with the Company as on 31stMarch 2021 on the Company's website (www. veedolindia.com) and also on the Ministry ofCorporate Affairs' website.

CORPORATE WEBSITE

The website of your Company www.veedolindia.com carry comprehensive database ofinformation of interest to the stakeholders including the corporate profile informationwith regard to products plants and various depots financial performance of your Companycorporate 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 was no material change(s) and commitment(s) affecting thefinancial position of the Company which have occurred between 1st April 2022 and the dateof this report.

REPORTABLE FRAUDS

No fraud has been reported by the Auditors under Section 143(12) of the Companies Act2013 during the period under review.

DIRECTORS

Shri Vijay Mittal has been appointed as Additional Director (Non-Executive) with effectfrom 30th May 2022. He will hold office upto the date of the ensuing Annual GeneralMeeting and is eligible for re-appointment. The Company has received a notice underSection 160 of the Companies Act 2013 proposing his appointment as Director. Appropriateresolution seeking appointment of Shri Vijay Mittal as Director is appearing in theNotice convening the 99th Annual General Meeting of the Company.

In accordance with the provisions of Section 152(6)(c) of the Companies Act 2013 andyour Company's Articles of Association Shri D. S. Chandavarkar Director retires byrotation and is eligible for re-appointment.

The Board on recommendation of the Nomination and Remuneration Committee has proposedre-appointment of Shri S. Das Independent Director till 31st March 2028. SpecialResolution in connection with the said reappointment is appearing in the Notice conveningthe 99th Annual General Meeting of the Company.

Brief resume/details relating to Shri D. S. Chandavarkar Shri S. Das and Shri VijayMittal are furnished in the said notice.

Shri Jeetendra Singh has resigned from the Board of Directors of the Company witheffect from the close of business on 28th March 2022 in view of envisaged paucity ofadequate time as deemed necessary for effective discharge of his duties as a Director ofthe Company. The said resignation has been noted by the Board at its 334th Meeting held on30th May 2022. The Board of Directors also placed on record the valued guidance receivedfrom Shri Jeetendra Singh during his tenure of directorship in the Company.

Pursuant to Regulation 36(3)(c) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended it is disclosedthat no Director(s) share any relationship inter-se.

DECLARATIONS BY THE INDEPENDENT DIRECTORS

All Independent Directors have given declarations to the Company stating theirindependence pursuant to Section 149 of the Companies Act 2013 and the same have beennoted by the Board. The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications domain knowledge experience and expertise inthe fields of finance administration management strategy etc. and they hold higheststandards of integrity. All the Independent Directors of the Company have registeredthemselves with the Indian Institute of Corporate Affairs Manesar (‘IICA') asrequired under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules2014 and thereby have complied with the provisions of sub-rule (1) and subrule (2) of Rule6 of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules2019 to the extent applicable. All the Independent Directors have also complied with theprovisions of sub-rule (4) of Rule 6 of the Companies (Appointment and Qualification ofDirectors) Fifth Amendment Rules 2019. This may be deemed to be a disclosure as requiredunder 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 DirectorsKey Managerial Personnel (KMP) and Senior Management as recommended by the Nomination andRemuneration Committee of the Board of Directors. The details of such policy i.e. summaryweblink etc. have been furnished in the Corporate Governance Report forming part of thisAnnual Report.

The Nomination and Remuneration Policy as framed inter alia includes its objectiveapplicability matters relating to the remuneration perquisites for the Wholetime/Executive/ Managing Director remuneration for Non- Executive/Independent Director(s)Stock Options remuneration for KMP Senior Management Personnel and Other Employees andinterpretation provision. This may be deemed to be disclosure as required under proviso ofSection 178(4) read with Section 134 of the Companies (Amendment) Act 2017 relating tosalient features of Nomination and Remuneration Policy. The entire policy is available onthe Company's website at the weblink https:// www. veedolindia.com/sites/default/files/assets/ pdf/REMUNERATION-POLICY-1.pdf. Further disclosure as statedunder Section 134(3)(e) of the Companies Act 2013 has not been provided in view of theprovisions as contained under second proviso to Section 134(3) of the Companies Act 2013.

Shri R. N. Ghosal Managing Director does not receive any remuneration from any othersubsidiary company. This may be deemed to be a disclosure as required under Section197(14) of the Companies Act 2013.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

In compliance with the Companies Act 2013 and applicable regulations the performanceevaluation of the Board was carried out during the year under review. The Board Evaluationand Diversity Policy which had been framed by the Company for the purpose of establishinginter alia qualifications positive attributes independence of Directors anddetermination of criteria based on which such evaluation is required to be carried outincludes matters stated in guidance notes issued by the Securities and Exchange Board ofIndia (SEBI) vide its Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January 2017thereby modifying the evaluation process.

A separate meeting of Independent Directors was held on 14th February 2022 whereinthe required evaluation was carried out in terms of the modified policy thereof. Moredetails on the same are given in the Corporate Governance Report.

The performance evaluation of the Board was carried out considering its compositioncompetency experience mix of qualification of directors regularity and frequency of itsmeetings its functions based on inter alia role and responsibility strategy evaluationof risks and its independence of management access to management etc. The performance ofthe Board Committees was evaluated based on its respective mandate and compositioneffectiveness structure and meetings independence from the Board and contribution todecisions of the Board. The performance of Chairman Managing Director IndependentDirectors and NonExecutive Directors were evaluated based on inter alia leadership andstewardship abilities qualification and experience knowledge and competency attendancerecord intensity of participation at meetings quality of interventions and specialcontributions during the Board Meeting identification monitoring and mitigation ofsignificant corporate risks etc. The Independent Directors were additionally evaluatedbased on independence ability of expressing independent views and judgment etc.Additional criteria for evaluation of Chairman were based on effectiveness of leadershipand ability to steer meetings impartiality commitment and ability to keep shareholder'sinterests in mind. Performance evaluation of the Board and its Committees were carried outby the Independent Directors and each individual director at the meeting of the Board ofDirectors held on 14th February 2022. Independent Directors also evaluated performance ofthe Chairman each Non-Executive Director and the Managing Director. The performanceevaluation of each of the Independent Directors was carried out by the entire Boardexcluding the Director being evaluated. This may be deemed to be a disclosure as requiredunder Section 134(3)(p) of the Companies (Amendment) Act 2017.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes that its operations impact a wide community of stakeholdersincluding investors employees customers business associates and local communities andthat appropriate attention to the fulfillment of these social responsibilities can enhanceoverall performance.

The Board of Directors of the Company in this regard has devised a Corporate SocialResponsibility (CSR) Policy. The policy inter alia states mode of constitution of CSRCommittee activities which can be undertaken mode of implementation quantum ofinvestment etc. As per the terms of the CSR Policy the Board of Directors hasconstituted a CSR Committee. The Policy has empowered the Committee to inter aliarecommend the amount of expenditure to be incurred on approved activities annual actionplan in pursuance to the policy etc. The policy also contains provisions relating toscope functioning and meetings of the CSR Committee. The scope of the policy extends toactivities as stated under Schedule VII of the Companies Act 2013 and all additional andallied matters as may be notified by the Ministry of Corporate Affairs from time to timeincluding but not limited to promotion of healthcare contribution towards projects forrural development sustainable development imparting of training to identified personsfor skill development etc. As per the policy the CSR Committee shall recommend to theBoard on matters relating to minimum eligibility criteria quantum of proposedexpenditure modalities of execution engagement of implementing agency incidental andancillary matters etc. in connection with any identified project. This may be deemed tobe a disclosure as required under Section 134 of the Companies (Amendment) Act 2017 inrelation to providing of salient features of CSR Policy. The entire policy is available onthe Company's 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 skilldevelopment by way of setting up an auto-mechanic school promoting health carecontributing towards projects for rural development sustainable development etc. hadbeen identified as a CSR activities being covered under Schedule VII of the Companies Act2013.

Towards this during 2021-22 the Company has donated to various organizations viz.Antara (Baruipur) Sri Ramkrishna Ashram (Nimpith) Ramkrishna Vivekanada Mission(Barrackpore) Vivekananda Mission Ashram (Haldia) Kathakali Swapnopuran Welfare Society(24 Parganas) Amra Sabai (Sundarban) Bharat Sevashram Sangha (Kolkata) VivekanandaFoundation Trust (Mumbai) The Purnima Foundation (Kolkata) SASHA (Kolkata)Humsafer-Driver Safety Foundation (Mumbai) SEVAMOB (Mumbai) AIM for SEVA Unnao (UttarPradesh) V R Deshpande Memorial Trust (Bengaluru) Vidarbha Relief Society (Maharashtra)and IIT Madras as a part of its CSR initiatives. The CSR Committee has been constituted bythe Board which as on 31st March 2022 comprised of Shri Praveen P. Kadle as ChairmanShri R. N. Ghosal and Shri Subir Das. The Committee met four times during the year on 10thJune 2021 13th August 2021 12th November 2021 and 14th February 2022 to monitor CSRactivities undertaken review scope of CSR activities approve CSR Report etc. TheCompany has set up an auto-mechanic school at Kolkata. The details in relation to CSRreporting as required under Rule 8 of the Companies (CSR Policy) Rules 2014 as amendedby the Companies (CSR Policy) Amendment Rules 2021 is enclosed with this report asAnnexure II.

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

VIGIL MECHANISM

Fraud-free and corruption-free work culture has been core to the Company. In view ofthe potential risk of fraud and corruption due to rapid growth and geographical spread ofoperations 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 beenlaid down. More details about the policy are given in the Corporate Governance Report. TheAudit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy hasbeen uploaded on the Company's website at the weblinkhttps://www.veedolindia.com/sites/default/files/assets/ pdf/VIGIL-MECHANISM-POLICY-1.pdf.

RISK MANAGEMENT

The Company has identified various risks faced by it from different areas. As requiredunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended the Board has adopted a Risk Management Planfor the Company which includes inter alia identification of elements of risks which maythreaten the existence of the Company and specifically covers cyber security. Structuresare present so that risks are inherently monitored and controlled.

Relevant details of the Risk Management Plan including implementation thereof and theRisk 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 tothe eligible employees of the Company through Tide Water Oil Co. (India) Ltd. EmployeeBenefit Trust. The provisions relating to General Employee Benefits Scheme (GEBS) andRetirement Benefit Scheme (RBS) also form part of Tide Water Oil Company (India) LimitedEmployee Benefit Scheme.

Pursuant to Rule 12 of Companies (Share Capital and Debentures) Rules 2014 therequired details for the year 2021-22 are stated as under:

a. Options granted Nil
b. Options vested Not Applicable
c. Options exercised Not Applicable
d. The total number of shares arising as a result of exercise of option Not Applicable
e. Options lapsed Not Applicable
f. The exercise price Not Applicable
g. Variation of terms of options Not Applicable
h. Money realized by exercise of options Not Applicable
i. Total number of options in force NIL
j. Employee wise details of options granted to
i. Key managerial personnel(s) NIL
ii. Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during the year NIL
iii. Identified employees who were granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant NIL

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 ofIndia (Share Based Employee Benefits and Sweat Equity) Regulations 2021 (SBEBSERegulations). Necessary detail as referred in Regulation 14 of SBEBSE Regulations readwith Circular number CIR/CFD/POLICY CELL/2/2015 dated 16th June 2015 as issued by SEBIhas been uploaded on the Company's website at the weblink https://www.veedolindia.com/sites/default/files/assets/pdf/pr-disclouser/SEBI-SBEB- Regulation-14-2021 -22.pdf

Certificates from the Secretarial Auditor of the Company as required under SBEBSERegulations are enclosed as Annexure III.

FURTHER DISCLOSURES UNDER THE COMPANIES ACT 2013

i. Annual Return

The Annual Return(s) are available at the website of the Company athttps://www.veedolindia.com/ investor/annual-returns.

ii. Number of Board Meetings

There were 4 (Four) meetings of the Board of Directors held during the year 2021-22 on10th June 2021 13th August 2021 12th November 2021 and 14th February 2022. Thedetails of attendance of the Directors in the said Board Meetings have been furnished inthe Corporate Governance Report. Details of Committee Meetings held during 202122 andattendance thereof by each Director is also furnished in the said Corporate GovernanceReport.

iii. Changes in Share Capital

The paid up share capital as at the beginning of the year was Rs. 1.74 crores dividedinto 3484800 ordinary shares of Rs. 5/- each fully paid up. Subsequently in line withthe shareholders' resolutions dated 15th July 2021 the Committee of the Board ofDirectors of the Company vide their resolutions dated 28th July 2021 issued 8712000sub-divided shares of Rs. 2/- each fully paid up in lieu of 3484800 equity shares of Rs.5/- each and further 8712000 bonus shares in the ratio 1:1 bearing face value of Rs. 2/-each fully paid up respectively. Necessary details relating to the issue of sub-dividedand bonus shares are provided earlier under ‘Issue of Sub-Divided and Bonus Shares'and hence not repeated here for the sake of brevity. As such the paid up equity sharecapital as on 31st March 2022 was Rs. 3.48 crores divided into 17424000 ordinary sharesof Rs. 2/- each fully paid up.

Save and except as stated above the Company has not issued any ordinary shares norshares with differential voting rights nor granted stock options nor sweat equity duringthe year. As on 31st March 2022 none of the Directors of the Company hold shares orconvertible instruments 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 ofthe 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 2021-22 the Company entered into transactions cumulative valuewhereof amounts to Rs. 125.62 crores with Standard Greases & Specialities Pvt. Ltd.(SGSPL) Joint Promoter of the Company which exceeds the threshold limit stated under theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended and also the threshold limit stated under Rule 15 of theCompanies (Meetings of Board and its Powers) Second Amendment Rules 2015 as furtheramended by Notification No. GSR 309(E) dated 30th March 2017 issued by the Ministry ofCorporate Affairs. SGSPL is one of the largest grease producers in Asia and they processgrease on behalf of the Company to meet the needs of Western Region and Northern Region asthere are no grease plants thereat. Further the Company also procures lubricating oil andother chemicals from SGSPL. All these products are offered on competitive rates and thesame is in ordinary course of business.

During the year 2021-22 the Company also entered into transactions cumulative valuewhereof amounts to Rs. 208.87 crores with JX Nippon TWO Lubricants India Pvt. Ltd. (JXTL)Associate Company which exceeds the threshold limit stated under the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 as amended and also the threshold limit stated under Rule 15 of the Companies(Meetings of Board and its Powers) Second Amendment Rules 2015 as further amended byNotification No. GSR 309(E) dated 30th March 2017 issued by the Ministry of CorporateAffairs. Pursuant to the Joint Venture Agreement as executed between JXTL ENEOSCorporation (formerly JXTG Nippon Oil & Energy Corporation) and the Company TideWater Oil Co. (India) Ltd. pays franchise fees to JXTL in connection with manufacturingand selling of 'ENEOS' range of products. This is on arms length and in ordinary course ofbusiness. The details in Form AOC-2 of material transaction(s) entered into by the Companywith its related parties are enclosed as Annexure IV.

There were no other materially significant related party transactions with PromotersDirectors or the Management their Subsidiaries or relatives etc. during the year thatmay have potential conflict with the interest of the Company at large. Other than asstated above there was no related party transaction during 2021-22 which was material innature in terms of provisions of the Companies Act 2013 and rules made thereunderrequiring disclosure as prescribed under Section 188(2) of the Companies Act 2013.

Details of all other related party transactions including but not limited totransactions with Andrew Yule & Company Limited as entered into by the Company during2021-22 are provided in the financial statements (Please refer to Note 40 of theStandalone 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 for the transactions which are foreseen and repetitive innature. While granting omnibus approval the Company complied with the provisions of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended. Shareholders' sanction is also obtained for materialrelated party transactions proposed to be entered into.

The related party transaction policy for determining materiality of related partytransaction and also on dealing with related parties is uploaded on the Company's websiteat 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 theaccompanying financial statement. The details of the said policy and other relevantdetails have also been furnished in the Corporate Governance Report.

DISCLOSURES UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES 2014

i. Financial summary or highlights: As detailed under the heading ‘Performance andState of Company's Affairs'

ii. Change in the nature of business if any: None

iii. Details of Directors or Key Managerial Personnel (KMP) who were appointed or hadresigned during the year 2021-22:

a. Directors appointed : Smt. B. S. Sihag

Shri Jeetendra Singh

b. Directors resigned : Shri Amit Mehta

Shri Jeetendra Singh

c. Change in KMPs : None Note:

1. Vide its Resolution dated 30th May 2022 the Board noted the resignation of ShriJeetendra Singh with effect from 28th March 2022. At the said meeting the Board alsoappointed Shri Vijay Mittal as an Additional Director with effect from 30th May 2022.Necessary resolution in relation to appointment of Shri Vijay Mittal as a Director hasbeen included in the Notice of the 99th Annual General Meeting.

2. The Board of Directors approved re-appointment of Shri S. Das Non-Executive andIndependent Director of the Company for his second term with effect from 1st April 2023for another period of 5 (five) years necessary resolution whereof has been included inthe notice convening the 99th Annual General Meeting of the Company.

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

a. Subsidiary Company: There has been no change in the subsidiaries during the year2021-22. During the year under review Veedol UK Limited (formerly Price Thomas HoldingsLimited) has emerged as a material subsidiary company.

b. Joint Venture Company (JVC): There has been no change in JVC during the year2021-22.

c. Associate Companies: There are no Associate Companies other than the JVC viz. JXNippon TWO Lubricants India Pvt. Ltd. in terms of provisions of the Companies Act 2013.

v. Details relating to deposits: There were no fixed deposits of the Company from thepublic outstanding at the end of the financial year.

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

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

vii. No significant and material orders have been passed by any regulator(s) orCourt(s) or Tribunal(s) impacting the going concern status and Company's operations infuture.

viii. Adequacy of Internal Financial Control: Your Company has an adequate system ofinternal financial control as commensurate with the size and nature of business whichensures that all assets are safeguarded and protected against loss and all transactionsare recorded and reported correctly. The internal control system of the Company ismonitored and evaluated by internal auditors and their audit reports are periodicallyreviewed by the Audit Committee of the Board of Directors. The observations and commentsof the Audit Committee are placed before the Board of Directors for reference. The scopeof Internal Audit includes audit of Purchase Policy Sales Promotion Expenditure andIncentive Scheme Debtors and Creditors Policy Inventory Policy Taxation matters andothers which are also considered by the Statutory Auditors while conducting audit of theAnnual Financial Statements.

ix. M/s. DGM & Associates Cost Accountants carried out the cost audit for theCompany. They have been re-appointed as cost auditors for the financial year ending 31stMarch 2023. The Company has maintained cost records as specified under subsection (1) ofSection 148 of the Companies Act 2013 and the same shall be audited by the cost auditori.e. M/s. DGM & Associates Cost Accountants for the financial year 2022-23.

x. No application was made against the Company under the Insolvency and BankruptcyCode 2016 (31 of 2016) during the year. No proceeding is pending against the Companyunder the Insolvency and Bankruptcy Code 2016 (31 of 2016).

xi. There has been no instance of any one time settlement with any Bank or FinancialInstitution during the year and as such the requirement of disclosure in connection withdifference between amount of the valuation done at the time of one time settlement and thevaluation done while taking loan from the Banks or Financial Institutions does not arise.

DISCLOSURE AS PER RULE 5(1) OF COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIALPERSONNEL) AMENDMENT RULES 2016

The disclosure as required under Rule 5(1) of Companies (Appointment and Remunerationof Managerial Personnel) Amendment Rules 2016 is enclosed with this report as Annexure V.Details of employee remuneration as required under provisions of Section 197 of the Actand Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 form part of this report. As per the provisions of Section 136 ofthe Act the Report and Financial Statement are being sent to the Members of your Companyand others entitled thereto excluding the statement on particulars of employees. The saidstatement will be available for inspection by any shareholder at the Registered Office ofthe Company during business hours on all working days till 24th August 2022 subject toavailable relaxations if any granted by local authorities in view of restrictions imposeddue to outbreak of pandemic. Any member interested in obtaining such details may alsowrite to the Corporate Secretarial Department at the Registered Office of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

No cases were filed/reported to the Company pursuant to the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 during the year underreview. Prevention of Sexual Harassment Committee(ies) have been formed at the corporateand regional levels to monitor compliance with the provisions of the said Act andcomplaints thereof if any and the Company has complied with the relevant provisions ofthe said Act.

AUDITOR AND AUDITOR'S REPORT

Since the present term of appointment of M/s. Price Waterhouse Chartered AccountantsLLP Chartered Accountants (PWC) will conclude at the closure of the 99th Annual GeneralMeeting the Board of Directors of the Company vide its resolution dated 30th May 2022subject to the approval of the shareholders re-appointed PWC as Auditors to conduct thestatutory audit of the Company for a term of 5 (five) years to hold office until theconclusion of the 104th Annual General Meeting and accordingly their name has beenproposed for reappointment. PWC have expressed their eligibility for the concernedre-appointment and have also expressed their willingness to act as such if approved.Members are requested to consider the re-appointment of PWC as the Statutory Auditors andauthorize the Board of Directors to decide on their remuneration.

No qualification has been made by the statutory auditors in their report.

A statement detailing significant Accounting Policies of the Company is annexed to theAccounts.

SECRETARIAL AUDIT AND COMPLIANCE REPORT

A Secretarial Audit was conducted during the year 2021-22 by the Secretarial AuditorShri Manoj Prasad Shaw of M/s. Manoj Shaw & Co. Practicing Company Secretaries inaccordance with the provisions of Section 204 of the Companies Act 2013 read withRegulation 24A of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended. The Secretarial Auditor's Reportis attached as Annexure VI and forms a part of this Report of Directors. No qualificationhas 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 8th February 2019 Shri Manoj Prasad Shaw of M/s. Manoj Shaw& Co. Practicing Company Secretaries has issued an Annual Secretarial ComplianceReport to the Company with respect to compliance of all applicable regulations circularsand guidelines issued by the Securities and Exchange Board of India. The said report hasbeen duly submitted to the National Stock Exchange of India Ltd. and BSE Ltd. Further acopy of the report is available at the Company's website at the weblink https:// www.veedolindia.com/sites/default/files/assets/pdf/Secretarial- Compliance-Report-310322.pdf.

The applicable Secretarial Standards have been duly followed by the Company.

BUSINESS RESPONSIBILITY 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 theBusiness Responsibility Report describing the initiatives taken by the Company fromenvironmental 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

1. Steps taken or impact on conservation of energy. Energy conservation during thefinancial year has accrued as a result of the following steps taken at various locationsof the Company.

SILVASSA

i. 24 nos. of Halogen lights of 400 W were replaced with 12 nos. of 300 W LED lightfittings thereby saving energy upto 17280 units during the year.

ii. Solar Power Plant had been set up which helped to generate 12498 units during theyear.

iii. Replaced 36 Watts tube lights with 20W LED light fittings in plant which helped tosave energy upto 2995 units/year.

TURBHE

Steps have been initiated for setting up of a Solar Power Plant which is expected togenerate enough energy which will replace energy generated from conventional source infuture.

ORAGADAM

i. Introduction of Jet Mixing in Blending Kettle had reduced energy consumption to theextent of 2520 units/year.

ii. Conventional lights were replaced with LED Lights thereby saving energy upto 3450units/year.

2. Steps taken by the Company for utilising alternate sources of energy: None inparticular other than as stated above.

3. Capital investment on energy conservation equipments: None in particular

B. TECHNOLOGY ABSORPTION

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

2. Benefits derived:

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

3. Information regarding imported technology: Not applicable.

4. Expenditure incurred on Research and Development

a. Capital : Rs. 0.15 crores (last year Rs. 0.58 crores)
b. Recurring : Rs. 2.12 crores
c. Total : (last year Rs. 1.91 crores) Rs. 2.27 crores
(last year Rs. 2.49 crores)
d. Total R&D
Expenditure : as percentage of total turnover 0.18%
(last year 0.24 %)

C. FOREIGN EXCHAGE EARNINGS AND OUTGO

Foreign Exchange earnings during the year under review was Rs. 24.83 crores (last yearRs. 14.81 crores) while Foreign Exchange outgo was Rs. 215.71 crores (last year Rs. 136.44crores).

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their appreciation of the supportand assistance received from the Government of India and the State Government. TheDirectors are thankful to the Company's Bankers/Shareholders/all other Stakeholders andthe esteemed customers for their continued support.

The Board deeply appreciates the commitment and the invaluable contribution of all theemployees towards the satisfactory performance of your Company.

On behalf of the Board
Place: Kolkata Sanjoy Bhattacharya
Date: 30th May 2022 Chairman

.