Veedol Corporation Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors take pleasure in presenting their 102nd Annual Report on the operations of the Company together with audited
accounts for the year ended 31st March, 2025.

	Standalone Year Ended		Consolidated Year Ended
	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
Revenue from Operations	1527.28	1556.54	1970.49	1932.61
Profit before Depreciation, Interest and Tax	166.36	148.25	240.24	204.19
Finance Cost	3.46	1.16	3.55	1.79
Depreciation (Net)	21.97	9.78	28.52	15.23
Profit before Tax and exceptional items	140.93	137.31	208.17	187.17
Exceptional Item	6.56	-	6.56	-
Profit before Tax and after exceptional item	134.37	137.31	201.61	187.17
Tax Expenses	9.49	26.59	32.86	44.24
Profit after Tax from discontinued operations	-	-	-	-
Other Comprehensive Income Net of Tax	2.37	(1.77)	8.16	0.82
Profit for the year	127.25	108.95	176.91	143.75

PERFORMANCE AND STATE OF COMPANY''S
AFFAIRS

STANDALONE

The performance of your Company during the year under review
was satisfactory. Your Company has achieved a turnover of
H 1723.79 crores (net of discount and rebates H 1527.28 crores)
compared to H 1752.67 crores (net of discount and rebates
H 1556.54 crores) in the previous year, a decrease of 1.65%. The
drop in the turnover was mainly on account of increased focus
on premiumisation repositioning from the commodity segment
which was characterized by lesser margins vis-a-vis the volumes
achieved. During the year 2024-25, the Company''s priority was
to develop high performance premium lubricants to meet the
demands of the modern lubricants market by leveraging advanced
R&D, sustainable formulations and cutting-edge technology. In
the automotive and industrial lubricant sectors the focus was
on enhancing efficiency, extending equipment life and reducing
environmental impact through next-generation products. By
staying agile and customer-focused, your Company ensured that
Veedol remains a trusted name not just for its history but for its
forward-thinking solutions in the ever-changing industry. During
the year under review the Company continued to deploy its
resources to build up the topline in tandem with the fundamental
and structured change initiatives that had been adopted. On
account of the same your Company could achieve an overall
improvement in product mix which although resulted in a small
dip in the turnover but had a positive effect in the profitability.
As such during the year the Company achieved a Profit before
Tax and Exceptional Item to the extent of H 140.93 crores as
compared to H 137.31 crores in the preceding year. Exceptional
Item to the extent of the entire value of stock destroyed by fire
amounting to H 6.56 crores had been charged to the Standalone
Statement of Profit and Loss for the year 2024-25 and accordingly
the Profit before Tax and after Exceptional Item was lower on
account of the same. Since the entire stock was insured therefore

claim in relation to the same has been made. Profit after Tax (after
taking into account Other Comprehensive Income Net of Tax) for
the year under review was at H 127.25 crores as against H 108.95
crores in the previous year, representing an increase of 16.80%.

CONSOLIDATED

During the financial year ended 31st March, 2025 the Company
had achieved a turnover (net of discount and rebates) of
H 1970.49 crores as compared to H 1932.61 crores for previous
year. The Consolidated Profit before Tax and Exceptional Item
was at H 208.17 crores as compared to H 187.17 crores for the
preceding year. Similar effect as that of Standalone Accounts
had also been given in the Consolidated Statement of Profit
and Loss for the year 2024-25 on account of value of stock
destroyed by fire amounting to H 6.56 crores which had its
consequential effect on the Consolidated Profit before Tax and
after Exceptional Item to the extent thereof. Profit after Tax (after
taking into account Other Comprehensive Income Net of Tax) for
the year under review was at H 176.91 crores as against H 143.75
crores in the previous year, representing an increase of 23.07%.

The Company''s wholly owned step down subsidiary Granville
Oil & Chemicals Limited (GOCL) performed creditably during the
year under review. During the financial year ended 31st March,
2025, GOCL has achieved a turnover of GBP 34.30 million as
compared to GBP 29.78 million for previous year. The Profit
before Tax was higher at GBP 8.43 million as compared to GBP
6.39 million for the preceding year.

During the year 2024-25, Eneos Tide Water Lubricants India Pvt.
Ltd. (formerly JX Nippon TWO Lubricants India Pvt. Ltd.) (ENTI),
the joint venture company wherein your Company continues to
hold 50% stake has achieved a turnover of H 298.82 crores as
compared to H 249.46 crores for the previous year. The Company
has achieved a Profit before Tax (PBT) of H 76.05 crores as
compared to H 39.27 crores in the preceding year.

CHANGE OF CORPORATE NAME

Your Company was incorporated on 26th October, 1921 under
the name ''Eastern Oil Products, Limited'' and subsequently under
the order of the Government of Bengal, with effect from 11th
January, 1928, the entity had been rechristened as ''Tide Water
Oil Co. (India), Ltd.'' Ever since then the Company continued to
be known as such although the products manufactured by the
Company continued to be marketed under the name ''Veedol''
and the Company in the industry used to be commonly and
popularly recognized by its brand name instead of the corporate
name. Considering the relevance of the connection of the
brand with the name of the Company, the shareholders vide
their resolution dated 29th August, 2024 resolved to change
the name of the Company to ''Veedol Corporation Limited'' to
aptly reflect the corporate identity and leverage the brand equity.
Subsequently a fresh Certificate of Incorporation depicting the
new name had been issued by the Ministry of Corporate Affairs
on 20th September, 2024.

BRAND ''VEEDOL'' AND NEW LOGO

The Company has 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.

During the year the Company has adopted a new logo for its
brand that had been designed keeping in view the modern
outlook and integration of design by bringing the Shielded
Veedol and Flying V together and retention of the core identifiers
viz. brand color and Flying V logo. The same is being used in all
the products on a pan-India basis. Further the same is also being
used worldwide in all the products that are manufactured and
marketed by the Company and its subsidiaries across the globe.

INTERNATIONAL OPERATIONS

Your Company had 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 product
pricing internationally. Also, the range of products and its sales
distribution network have been beneficial for the Company''s
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. Further, in order to
comply with REACH Guidelines for undertaking operations in
the EU Region, Veedol UK Limited during the year 2024-25 had
set up a sole representative office in Dublin, Ireland through
another wholly owned subsidiary viz. Veedol Ireland Limited.

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 (under

dissolution). VID caters to the Middle East Asian Region. 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. The Company
has initiated its efforts in re-organizing its European operations
with a view to consolidate its business and supply chain
management for the said geography. Towards this, the Board of
Directors vide its resolution dated 18th May, 2024 resolved to
close the operations of Veedol Deutschland GmbH and dissolve
the same with effect from 1st September, 2024. In terms of the
law prevailing in Germany, the dissolution process is underway
as on the date of this report and the final order is awaited. The
geographies that were serviced by Veedol Deutschland GmbH
are now being catered through other subsidiary company(ies)
viz. Veedol UK Limited and Veedol International Limited.

WIND ENERGY BUSINESS

During the year 2024-25, the revenue generated from the Wind
Energy Project amounted to H 1.63 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 31st March, 2025, Other Equity of
the Company were at H 746.04 crores. An amount of H 127.25
crores is proposed to be retained as surplus in the Statement of
Profit and Loss.

On 5th December, 2024 your Company had paid an interim
dividend of 1000% (H 20.00 per ordinary share) for the financial
year 2024-25 involving a total dividend out-flow of H 34.85
crores. In addition to the aforesaid, on 26th February, 2025 your
Company had paid a second interim dividend of 600% (H12.00
per ordinary share) for the financial year 2024-25 involving
a total dividend outflow of further H 20.91 crores. In view of
present financial results, your Directors have the pleasure in
recommending a final dividend of 1100% (H 22.00 per ordinary
share) on the ordinary shares of H 2/- each for the financial year
2024-25. The final dividend that will be recommended for 2024¬
25 will be distributed to the eligible shareholders within 30 (thirty)
days from the date of the 102nd 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 and was
met / will be met from internal cash accruals.

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.

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 form part of this report.

SUBSIDIARY COMPANIES

Veedol International Limited, Veedol International DMCC, Veedol
Deutschland GmbH (under dissolution) and Veedol UK Limited
(formerly Price Thomas Holdings Limited) continue to be the
wholly owned overseas subsidiaries of the Company. With a
view to restructure European Operations and consolidated its
business and supply chain management for the said geography,
the Board of Directors vide its resolution dated 18th May, 2024
resolved to close the operations of Veedol Deutschland GmbH
and dissolve the same with effect from 1st September, 2024.
As stated earlier in the report, as on date of this report, the
dissolution process is underway in terms of the law prevailing
in Germany and the final order is awaited. The geographies that
were serviced by Veedol Deutschland GmbH are now being
catered through other subsidiary company(ies) viz. Veedol UK
Limited and Veedol International Limited. Detailed disclosure
relating to this is available at the official website of the Company
at the weblink https://www.veedolindia.com/sites/default/files/
assets/pdf/disclosures-reg-30/bmoutcome18052024.pdf. As on
31st March, 2025 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'' is available at
the official website of the Company at the weblink https://
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 Auditors relating to your Company''s Overseas
Subsidiaries for the financial year 2024-25 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 25th August, 2025. However, for the purpose of
inspection, the documents shall also be available at the website
of the Company 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 Sections 134(3)(c) and 134(5)
of the Companies Act, 2013 (the Act), with respect to Directors''
Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial
year ended 31st March, 2025, 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 of
the 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 the 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 the financial
statements (Please refer Note 4, 5, 33 and 34 to the Standalone
Financial Statements). No loan / advance is outstanding to any
subsidiary, associate or any firm / company in which the Directors
are interested other than as referred in the aforesaid Note read
with Note 38 of the Standalone Financial Statements and Note
38 of the Consolidated Financial Statements specifying the name
and amount thereof and pursuant to the proviso to Section 134(3)
the same have not been repeated here for the sake of brevity. 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 & 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 by
the Ministry of Corporate Affairs from time to time all shares in
respect of which dividends have 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 dividends, 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 I EPF-5 (available on https://www.iepf.gov.
in) along with requisite fee as decided by the IEPF Authority
from time to time.

Due Dates for Transfer of Unclaimed/Unpaid Dividends
to the Investor Education and Protection Fund (IEPF)

Type of Dividend	Year	Date of Declaration	Due Date of transfer to IEPF
Final Dividend	2017-18	14-08-2018	19-09-2025
1st Interim Dividend	2018-19	12-11-2018	18-12-2025
2nd Interim Dividend	2018-19	14-03-2019	19-04-2026
Final Dividend	2018-19	30-08-2019	05-10-2026
1st Interim Dividend	2019-20	14-11-2019	20-12-2026
2nd Interim Dividend	2019-20	14-02-2020	21-03-2027
Final Dividend	2019-20	28-08-2020	03-10-2027
Interim Dividend	2020-21	13-11-2020	19-12-2027
Final Dividend	2020-21	08-09-2021	14-10-2028
1st Interim Dividend	2021-22	13-11-2021	19-12-2028
2nd Interim Dividend	2021-22	14-02-2022	22-03-2029
Final Dividend	2021-22	24-08-2022	29-09-2029
1st Interim Dividend	2022-23	13-08-2022	18-09-2029
2nd Interim Dividend	2022-23	14-11-2022	20-12-2029
3rd Interim Dividend	2022-23	14-02-2023	22-03-2030
Final Dividend	2022-23	23-08-2023	28-09-2030
1st Interim Dividend	2023-24	11-11-2023	17-12-2030
2nd Interim Dividend	2023-24	13-02-2024	20-03-2031
Final Dividend	2023-24	23-08-2024	28-09-2031
1st Interim Dividend	2024-25	12-11-2024	18-12-2031
2nd Interim Dividend	2024-25	05-02-2025	13-03-2032

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. 2017-18 (final dividend) to 2023- 24 (inclusive
of interim and final dividends) 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 31st March, 2024 and
also for the interim dividends declared during 2024-25 on the

Company''s website (www.veedolindia.com) and also on the
Ministry of Corporate Affairs'' website.

Further please note that in case of physical shares, if any for which
folio is incomplete with regard to the prescribed requirements as
per SEBI Circular i.e. PAN, Nomination, Contact details, Bank A/c
details and Specimen signature, the same is required to be updated
in writing to the Company''s RTA, Maheshwari Datamatics Pvt.
Ltd. at 23, R. N. Mukherjee Road, 5th Floor, Kolkata - 700001 on
immediate basis. Necessary details / modalities / forms in this regard
are available at the Company''s website at weblink https://www.
veedolindia.com/investor/forms-for-shareholders and at the RTA''s
website www.mdpl.in. Shareholders may please note that dividend
on such incomplete folios will be treated in the manner as prescribed
by the Securities and Exchange Board of India vide its Master Circular
No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated 17th May, 2023.

SUSPENSE ESCROW DEMAT ACCOUNT

In accordance with SEBI Master Circular No. SEBI/HO/MIRSD/
POD-1/P/ CIR/2024/37 dated 7th May 2024, a separate Suspense
Escrow Demat Account had been opened by the Company
with a Depository Participant for crediting unclaimed shares in
dematerialised form lying for more than 120 days from the date
of issue of Letter of Confirmation(s) to the shareholders in lieu
of physical share certificates to enable them to make a request
to DP for dematerialising their shares.

CORPORATE WEBSITE

The websites of your Company, www.veedolindia.com and www.
veedol.com carry comprehensive database of information of interest
to the stakeholders including the corporate profile, information with
regard to products, plants and various depots, financial 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 / or
commitments affecting the financial position of the Company
and no such changes and / or commitments have occurred
between 1st April, 2025 and the date of this report.

Particular regarding Board''s decision on closure of operation
of Veedol Deutschland GmbH and dissolution thereof with
effect from 1st September, 2024 has been detailed under
the respective sections of this report relating to subsidiary
companies and its operations.

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

In accordance with the provisions of Section 152(6)(c) of
the Companies Act, 2013 and your Company''s Articles of
Association, Shri Durgesh S. Chandavarkar, Chairman¹ retires by
rotation and is eligible for re-appointment.

Shri Vinod S Vyas, Director will be attaining the age of 75
years during the forthcoming financial year 2025-26. Shri Vyas
has vast and rich experience of nearly 50 years in the field of
manufacturing greases and in the automotive and industrial
lubricants industry. His knowledge of business, industry
environment and vast experience in general management has
been an asset to the Company. The Company is driven by his
vision and under his esteemed guidance, the Company has
attained considerable growth. He is the Founder and Joint
Managing Director of Standard Greases & Specialities Private
Limited, Joint Promoter of this Company. Since his experience
is relevant for the business and his expertise and domain
knowledge was deemed indispensable and beneficial for the
Company, the Board of Directors in compliance with Regulation
17(1A) of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 vide their resolution dated 28th May, 2025,
subject to approval of the shareholders resolved continuation of
his appointment beyond the aforesaid age of 75 years.

Shri Praveen P Kadle and Smt. B. S. Sihag are due for retirement
from their first term as Independent Director. In accordance
with Section 149 (10) and (11) of the Companies Act, 2013
an Independent Director shall hold office for a term up to five
consecutive years on the Board of a Company but shall be
eligible for re-appointment on passing of a Special Resolution by
the Company and disclosure of such appointment in the Board''s
Report. No Independent Director shall hold office for more than
two consecutive terms, but such Independent Director shall
be eligible for appointment after the expiration of three years
of ceasing to become an Independent Director. Shri Praveen P
Kadle and Smt. B. S. Sihag joined the Board of Directors (the
Board) of the Company on 13th November, 2020 and 7th April,
2021 and they were appointed as an Independent Directors
vide respective shareholders'' resolution dated 8th September,
2021, for a term up to 12th November, 2025 and 6th April,
2026, respectively (first term under the Companies Act, 2013).
The Company has received from Shri Kadle and Smt. Sihag (i)
consents in writing to act as Directors in Form DIR 2 pursuant
to Rule 8 of The Companies (Appointment and Qualification of
Directors) Rules, 2014, (ii) intimations in Form DIR 8 in terms
of The Companies (Appointment and Qualification of Directors)
Rules, 2014, to the effect that they are not disqualified under
sub-section (2) of Section 164 of the Companies Act, 2013
and (iii) declarations confirming their eligibility that they meet
the criteria of independence as provided in sub-section (6) of
Section 149 of the Companies Act, 2013. Shri Kadle and Smt.
Sihag had also provided declarations as referred to in Rule 6(3)
of the Companies (Appointment and Qualification of Directors)
Fifth Amendment Rules, 2019. Performance of Shri Kadle and
Smt. Sihag had been evaluated and the Board and Nomination
and Remuneration Committee (NRC) thereof noted the valuable
guidance and contribution provided by them to the Board and

the Company during their tenure. This may be deemed to be
disclosure as required under applicable Secretarial Standards
with regard to re-appointment of Independent Director(s). As
Shri Kadle and Smt. Sihag fulfill the requirements of Independent
Directors as laid down under Section 149(6) of the Companies
Act, 2013 and are independent of the management therefore
the Board considering their skills, experience, knowledge and
performance evaluation, vide their resolution dated 28th May,
2025 subject to approval of the shareholders resolved to re¬
appoint Shri Kadle and Smt. Sihag for another term (2nd term)
from 13th November, 2025 to 12th November, 2030 and from
7th April, 2026 to 6th April, 2031, respectively as Independent
Directors on the Board of the Company.

On recommendation of the Nomination and Remuneration
Commitee (NRC) the Board vide its resolution dated 28th May,
2025 appointed Dr Nitin R Gokarn and Shri Kishore M. Saletore
as Additional Directors (Non-Executive and Independent) for a
period of 5 years each with effect from 28th May, 2025.

Since all the aforesaid propositions will require approval of
the shareholders suitable resolutions in this regard have
been included in the Notice convening the 102nd Annual
General Meeting.

Brief resume / details relating to ¹Shri Durgesh S. Chandavarkar,
Shri Vinod S Vyas, Shri Praveen P Kadle, Smt. B. S. Sihag,
Dr Nitin R Gokarn and Shri Kishore M. Saletore are 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.

¹Shri Vijay Mittal had resigned from the Board of Directors with
effect from the close of business on 14th July, 2025 and his
resignation was duly noted by the Board of Directors vide its
resolution dated 18th July, 2025.

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 requisite qualifications,
domain 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)
Rules, 2014, as amended and 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) Rules, 2014, as amended. 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 Personnels (KMPs)
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 / Managing Director, remuneration for Non-Executive /
Independent Director(s), Stock Options, remuneration for KMPs,
Senior Management Personnels and Other Employees and
interpretation provision. This may be deemed to be disclosure
as required under proviso of Section 178(4) read with Section
134 of the Companies Act, 2013, as amended relating to salient
features of Nomination and Remuneration Policy. The entire
policy is available on the Company''s 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. This may be
deemed to be a disclosure as required under Section 197(14) of
the Companies Act, 2013.

The shareholders vide their resolution dated 23rd August, 2024
had approved providing of commission to Shri Basu, MD at a
rate not exceeding one percent per annum of the net profit
of the Company calculated in accordance with the provisions
of Section 198 of the Act and Rules made thereunder for the
financial years commencing with the financial year 2024-25.

Further, the shareholders vide their resolution dated 23rd
August, 2024 had approved providing of commission not
exceeding in aggregate, one percent per annum of the net profit
of the Company calculated in accordance with the provisions
of Section 198 of the Act and Rules made thereunder, for the
Non-Executive Directors, including Independent Directors for
the financial years commencing with the financial year 2024-25.

ANNUAL EVALUATION OF BOARD''S 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 carried
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 5th January,
2017 thereby modifying the evaluation process.

A separate meeting of Independent Directors was held on 5th
February, 2025, 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 interventions 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 5th February, 2025. Independent Directors also evaluated
performance of the Chairman, each Non-Executive Director and
the Managing Director. The performance evaluation of each of
the Independent Directors was carried out 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. The results of evaluation
of the Board and its Committees were shared with the Board.
The Chairman of the Nomination and Remuneration Committee
had discussed the performance review with the Chairman of the
Board, who in turn also discussed the performance feedback
with the other members of the Board. Based on the outcome
of evaluation, the Board had agreed upon certain action points
which will increase shareholders'' value going forward.

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 these social
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 education and digital literacy, skill development and livelihood
promotion, healthcare access, nutrition and child well-being,
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 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 skill development by
way of setting up an auto-mechanic school, promoting health care,
contributing towards projects for promotion of education, etc. had
been identified as CSR activities being covered under Schedule VII
of the Companies Act, 2013.

Towards this during 2024-25, the Company has donated to
various organizations viz. Automotive Skills Development
Council, Tata Steel Foundation, Computer Shiksha, iTeach
Movement, SEVAMOB, Seva Sahayog Foundation, India Vision
Institute, Karla Education Trust, All India Movement for Seva,
Birati Globe Vision Society, Health Energy and Rehabilitation
Trust, The Purnima Foundation, Monoharpukur Proyaash (Ankur)
and Bright Future Organization for Blinds as a part of its CSR
initiatives. The CSR Committee has been constituted by the
Board, which as on 31st March, 2025 comprises of Shri Praveen
P. Kadle, as Chairman, Shri Arijit Basu and Shri Subir Das. The
Committee met four times during the year on 17th May, 2024,
13th August, 2024, 12th November, 2024 and 5th February,
2025 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.

In order to determine the degree of success and effectiveness
of its CSR initiatives, the Company during the year 2024-25 has
undertaken impact assessment of the CSR projects in terms of
social, economic and environmental benefits that had accrued to
the intended beneficiaries. 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 I.

A Five Year Overview of CSR Projects (FY 2020-25) and the
summary of the Report on Impact Assessment in relation to the
CSR Projects for 2024-25 as undertaken by Consultivo also forms a
part of this Annual Report. The full report on Impact Assessments

of CSR Projects for 2024-25 is available at the official website of
the Company at https://www.veedolindia.com/sites/default/files/
assets/pdf/Impact_Assessment_Report_2024-25.pdf

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 enclosed 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 Company''s
website at the weblink https://www.veedolindia.com/sites/
default/files/assets/pdf/VIGIL-MECHANISM-POLICY-1.pdf.

During the year 2024-25, the Company has received an
anonymous complaint in the nature of whistle blower complaint
which has been suitably addressed by the Audit Committee
of the Board of Directors. The same has been appropriately
evaluated and there was no impact on the financial statements.

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 the
existence of the Company and specifically covers cyber security.
Structures are present so that risks are inherently monitored
and controlled. Additionally the Company has adopted a
Risk Management Policy covering inter alia procedures for
implementation of effective risk management process, risk
assessment, risk identification, categorization of risks faced
by the Company into internal risks comprising of financial
risk, operational risks, sectoral risks, sustainability risks, etc.
and external risks, risk mitigation, Business Continuity Plan
and others. The Risk Management Policy of the Company is
available at the official website of the Company at the weblink-
https://www.veedolindia.com/sites/default/files/assets/pdf/
Risk-Policy-121121 .pdf. Various aspects of the Policy are
implemented through regular Risk Review Meetings, wherein
the risks relating to major functional areas such as sales and
marketing, manufacturing and operations, research and
development, human resource, information technology, finance,
compliance, etc. are deliberated and reviewed. Deep dive
sessions and general reviews are undertaken at regular intervals.

The Company has been certified under ISO 31000:2018 Standard
with regard to its Enterprise Risk Management practices.
Regular surveillance certifications are also undertaken.

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

Your Company believes that equity compensation schemes are
an effective tool to reward the talents working with the Company.
Further, equity-based compensation is considered to be an integral
part of employee compensation across sectors, which enables
alignment of the rewards with long-term value creation. It also helps
in creating ownership culture and to retain, motivate and attract
talents considering growing business. Towards this during 2011,
the Company had implemented an Employee Benefit Scheme
viz. Tide Water Oil Company (India) Limited Employee Benefit
Scheme for grant of inter-alia stock options to its employees. The
provisions relating to General Employee Benefits Scheme (GEBS)
and Retirement Benefit Scheme (RBS) also formed a part of the
said Scheme. The same was administered through Tide Water Oil
Company (India) Limited Employee Benefit Trust.

Pursuant to Rule 12 of the Companies (Share Capital and
Debentures) Rules, 2014, the required details for the year
2024-25 in respect of the aforesaid Scheme that was in existence
during the year under review 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

Other than as stated hereinbelow, which will be effective from
financial year 2025-26, there has been no material change in
the aforesaid Scheme during the year under review i.e. during
financial year 2024-25. The provisions of the scheme that was
in existence during financial year 2024-25 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/POLICYCELL/2/2015 dated 16th June, 2015

as issued by the Securities and Exchange Board of India, has
been uploaded on the Company''s website at the weblink https://
www.veedolindia.com/sites/default/files/assets/pdf/SEBI-
SBEB-Regulation-14-2024-25.pdf

Certificates from the Secretarial Auditor of the Company as
required under Regulation 13 of SBEBSE Regulations in relation
to the aforesaid Scheme are enclosed as Annexure II.

With the emergence of new skill sets relevant for the Company''s
business and changed dynamics of the talent market it was felt
necessary to bring out a new meaningful reward strategy for attraction
of new talents and retention of both existing and new critical resources
having leadership qualities or holding critical roles as required in
the business. In this regard the shareholders of the Company on
recommendation of the Nomination and Remuneration Commitee
and the Board of Directors of the Company, vide their resolution dated
31st March, 2025, implemented Veedol Corporation Limited Employee
Stock Option Scheme (the Scheme) in place and stead of the existing
Scheme viz. Tide Water Oil Company (India) Limited Employee Benefit
Scheme. The same will be effective from the financial year 2025-26. As
with the implementation of the Veedol Corporation Limited Employee
Stock Option Scheme, the erstwhile Scheme i.e. Tide Water Oil
Company (India) Limited Employee Benefit Scheme will be rendered
no longer relevant w.e.f. financial year 2025-26, therefore vide the
said resolution, the shareholders also decided to revoke Tide Water
Oil Company (India) Limited Employee Benefit Scheme and render
the same as repealed and inoperative on implementation of Veedol
Corporation Limited Employee Stock Option Scheme.

However, as Tide Water Oil Company (India) Limited Employee
Benefit Trust had acquired equity shares from the secondary
market and as of the present date continued to hold 4,29,140
(Four Lakh Twenty Nine Thousand One Hundred Forty) ordinary
shares of face value of H 2/- (Rupees Two only) each fully paid-up
of the Company, the shareholders resolved to implement the
Scheme through the existing Trust and utilize the said shares
for the new Scheme. Further, as the name of Tide Water Oil
Company (India) Limited, being the Settlor has been changed
to Veedol Corporation Limited and since implementation of the
Scheme through the Trust will necessitate incorporation of the
new framework, therefore the shareholders also decided to vary
the terms of the Trust Deed to effect the changes, as morefully
referred in the concerned resolution and rechristen the same as
''Veedol Corporation Limited Employee Benefit Trust''.

FURTHER DISCLOSURES UNDER THE COMPANIES
ACT, 2013

i. Annual Return

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

ii. Number of Board Meetings

There were 5 (five) meetings of the Board of Directors held
during the year 2024-25 on 18th May, 2024, 13th August,
2024, 12th November, 2024, 13th December, 2024 and 5th
February, 2025. The details of attendance of the Directors in

the said Board Meetings have been furnished in the Corporate
Governance Report. Details of Committee Meetings held
during 2024-25 and attendance thereof by each Director is
also furnished in the said Corporate Governance Report. The
intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and 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 share 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 31st
March, 2025 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 2024-25, the Company has entered
into transactions, cumulative value whereof amounts to
H 329.26 crores with Standard Greases & Specialities
Pvt. Ltd. (SGSPL), Joint Promoter of the Company which
exceeded 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 2024-25, the Company has also entered
into transactions, cumulative value whereof amounts to
H 343.80 crores with Eneos Tide Water Lubricants India Pvt.
Ltd. (formerly JX Nippon TWO Lubricants India Pvt. Ltd.)
(ENTI), Associate Company which exceeded 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
ENTI, ENEOS Corporation (formerly JXTG Nippon Oil &
Energy Corporation) and the Company, Veedol Corporation
Limited (formerly Tide Water Oil Co. (India) Ltd.) pays
franchise fees to ENTI, in connection with manufacturing
and selling of ''ENEOS'' range of products. This is on arms''
length basis and in ordinary course of business. The details
in Form AOC-2 of material transaction(s) entered into by the
Company with its related parties are enclosed as Annexure
III. 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 2024-25, 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 2024-25, are provided
in the financial statements (Please refer to Note 38 of
the Standalone Financial Statements and Note 38 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 in nature.
While granting omnibus approval, the Company has 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. All related party transactions
entered during the year were in ordinary course of business
and on arms'' length basis. Majority of the related party
transactions are reviewed by an independent accounting
firm to establish compliance with the provisions of the Act,
applicable Regulations, the related party transaction policy of
the Company and limits approved.

The related party transaction policy for determining
materiality of related party transaction and also on dealing
with related parties is uploaded on the Company''s
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.

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

i. Financial summary or highlights: As detailed under the
heading ''Performance and State 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 had resigned during the year 2024-25:

a. Directors appointed / resigned	: 1Shri Vijay Mittal, Non-Executive and Non-Independent Director of the Company has resigned with effect from 14th July, 2025.
b. Change in KMPs	: During the year 2024-25, Smt. Rashmi Joshi, Group CFO had resigned with effect from the close of business on 31st December, 2024. Shri Upendra Gadre was appointed as Group CFO with effect from 1st January, 2025.

Note: The Board of Directors on recommendation of the
Nomination and Remuneration Commitee had appointed
Dr Nitin R. Gokarn and Shri Kishore M. Saletore as
Independent Directors with effect from 28th May, 2025
for a period of 5 (five) years i.e. till the close of business
on 27th May, 2030. Resolutions seeking shareholders
approval in relation to the said appointments have been
included in the notice of 102nd Annual General Meeting.

Other than as stated above there was no change in the
Directors and the KMPs during the year under review.

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 2024-25. During the
year under review, Veedol UK Limited (formerly Price
Thomas Holdings Limited) has emerged as a material
unlisted subsidiary. As stated hereinbefore, Veedol
Ireland Limited has been incorporated as a wholly
owned step-down subsidiary of Veedol UK Limited for
the purpose of having a sole representative office to
comply with the requirements of REACH Guidelines.

b. Joint Venture Company (JVC): There has been no
change in JVC during the year 2024-25.

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 the provisions
of the Companies Act, 2013.

v. Details relating to deposits: There were no fixed deposits
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
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 Company''s 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 any significant misuse or loss and all
transactions are recorded in all material respects and are
reported correctly.

The internal control system of the Company is monitored
and evaluated by internal auditors through an internal
audit programme 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. However, during the year no reportable material
weaknesses were observed.

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
as cost auditors for the financial year ending 31st March,
2026. A remuneration of H 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 102nd
AGM. Accordingly, the matter relating to ratification of
remuneration payable to the Cost Auditors for the financial
year 2025-26 is placed at the 102nd 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 2025-26.

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 valuation done at the time of
one-time settlement and valuation done while taking loan
from the Banks or Financial Institutions, does not arise.

xii. There are no reportable agreements in terms of clause 5A
to para A of part A of Schedule III of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulation, 2015, as amended.

DISCLOSURE AS PER RULE 5(1) OF COMPANIES
(APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) AMENDMENT
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 IV.

Details of employee remuneration as required under the
provisions of Section 197 of the Act and Rule 5(2) and 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

The Company has zero tolerance for sexual harassment at workplace
and has adopted a Policy on Prevention, Prohibition and Redressal of
sexual harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules framed thereunder.

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.

During the year under review no case was filed / reported to
the Company pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the last financial year 2023-24, 1 (one) case was filed /
reported to the Company and proper enquiry in relation thereto
was carried out and subsequently same was dismissed in view
of lack of merit in the concerned complaint. There is no impact
on the financial statements in relation to the same.

AUDITOR AND AUDITOR''S REPORT

M/s. Price Waterhouse Chartered Accountants LLP (PW) was re¬
appointed as Auditors of the Company at the 99th Annual General
Meeting. Since eligible, members had sanctioned continuation of
their appointment till the conclusion of the 104th Annual General
Meeting. In view of notification dated 7th May, 2018 issued by the
Ministry of Corporate Affairs read with the Companies (Audit and
Auditors) Amendment Rules, 2018, ratification of such appointment
has not been proposed. The Statutory Auditors have confirmed
their eligibility and have submitted a certificate in writing that they
are not disqualified to hold the office of the Statutory Auditor.

The report given by the Statutory Auditors on the financial 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 Material Accounting Policies of the
Company is annexed to the Accounts.

SECRETARIAL AUDIT AND COMPLIANCE REPORT

A Secretarial Audit was conducted during the year 2024-25 by
the Secretarial Auditor, Shri Manoj Prasad Shaw of M/s. Manoj
Shaw & Co., Practicing Company Secretaries having a valid Peer

Review Certificate, 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 Auditor''s Report is enclosed as Annexure V 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 8th 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 Company''s website at the weblink https://www.veedolindia.
com/sites/defaults/files/assets/pdf/ascr28052025.pdf.

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

Also pursuant to the newly promulgated Regulation 24A as specified
under the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) (Third Amendment) Regulations, 2024,
the Board vide its resolution dated 5th February, 2025 subject to the
approval of the shareholders in the ensuing 102nd Annual General
Meeting has appointed Shri Manoj Prasad Shaw of M/s. Manoj Shaw
& Co., Practicing Company Secretaries having a valid Peer Review
Certificate as Secretarial Auditor for a period of 5 (five) consecutive
years from 1st April, 2025. Suitable resolution in this regard has been
included in the Notice of the 102nd Annual General Meeting. The
Secretarial Auditor complies with the criteria as prescribed under
Regulation 24A(1A) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) (Third Amendment)
Regulations, 2024 and does not and / or will not render any services
as referred under Regulation 24A(1B) of the said regulations.

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 the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) (Fifth Amendment) Regulations,
2019 and further amended vide SEBI Circular No. SEBI/HO/CFD/
CFD-SEC-2/P/CIR/2023/122 dated 12th July, 2023 the Business
Responsibility and Sustainability Report (BRSR) describing the
initiatives taken by the Company from environmental, social and
governance perspective forms a part of the Annual Report.

The Company as a part of its ESG initiative, has undertaken
Reasonable Assurance of BRSR Core, being a sub-set of the
BRSR consisting of a set of Key Performance Indicators (KPIs) /
metrics under 9 ESG attributes as prescribed by the Securities
and Exchange Board of India vide its Circular No. SEBI/HO/CFD/
CFD-SEC-2/P/CIR/2023/122 dated 12th July, 2023. During the
year 2024-25, such Reasonable Assurance has been undertaken
through Tirkha Consultants & Advisors LLP. Tirkha Consultants
& Advisors LLP has provided an Independent Assurance
Statement in connection with BRSR of the Company for 2024¬
25, which forms a part of the Annual Report.

In addition to the above, during 2024-25, the Company has
also undertaken a detailed study on Global Reporting Initiatives
(GRI) in relation to the Company''s ESG Initiatives. The study has
been undertaken by SGS India Private Limited (SGS) and the
summary of the Sustainability Report also forms a part of this
Annual Report. The Sustainability Report for 2024-25 themed
as ''Fast Forward to a Sustainable Tomorrow'' is available at
the official website of the Company at the weblink https://
www.veedolindia.com/sites/default/files/assets/pdf/Veedol_
Sustainability_Report_2024-25.pdf

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

SILVASSA

1. Installed 5 (five) numbers of Variable Frequency
Drives (VFDs) to optimizing motor speed and
reducing power consumption which helped to
save energy upto 63,365 kWh.

2. Energy had been generated and consumed from
renewable source i.e. Solar Power Plant that had
been installed and operations have resulted in saving
of energy upto 6250 kWh KWH during the year.

TURBHE

Energy generated and consumed from renewable
source i.e. Solar Power Plant that had been installed
and the operations have resulted in saving of energy
upto 163727 KWH during the year.

ORAGADAM

1. Installed 2 (two) numbers of Variable Frequency
Drives (VFDs) to optimizing motor speed and
reducing power consumption which helped to
save energy upto 31,266 kWh.

2. Energy had been generated and consumed from
renewable source i.e. Solar Power Plant that
had been installed and operations have resulted
in saving of energy upto 7,13,648 kWh.

FARIDABAD

Saving on Diesel with using of Piped Natural Gas
(PNG) for running DG is 812.7 Ltrs / year. This has
also helped in CO₂ reduction by 2.17 MT / year.

RAMKRISHNAPUR

Conventional tubelights were replaced with LED
tubes & LED flood lights which resulted in saving of
energy consumption to the extent of 1980 kWh/yearly.

2. Steps taken by the Company for utilising alternate
sources of energy: as stated above.

3. Capital investment on energy conservation
equipments: Capital investments have been made
during 2024-25 towards procuring energy conservation
equipments, which have been cumulated under
''Plant and Equipments'' appearing under Note 3.1 of
Standalone Financial Statements for 2024-25.

B. TECHNOLOGY ABSORPTION

1. Efforts made towards technology absorption:

New products are developed by the R&D centers of
the Company incorporating latest technology.

2. Benefits derived:

The Company is able to produce quality products in
view of the above. For further details, please refer to
the Sustainability Report for 2024-25, as available at
the official website of the Company at the weblink
https://www.veedolindia.com/sites/default/files/
assets/pdf/Veedol_Sustainability_Report_2024-25.pdf

3. Information regarding imported technology:

Not applicable.

4. Expenditure incurred on Research and
Development

a.	Capital :	H 1.78 crores (last year H 0.47 crores)
b.	Recurring :	H 2.92 crores (last year H 2.65 crores)
c.	Total	H 4.7 crores
		(last year H 3.12 crores)
	Total R&D Expenditure as percentage of total turnover	0.31 % (last year 0.20%)

C. FOREIGN EXCHAGE EARNINGS AND OUTGO

Foreign Exchange Earnings during the year under
review was H 5.48 crores (last year H 14.76 crores) while
Foreign Exchange Outgo was H 118.58 crores (last year
H 130.77 crores).

ACKNOWLEDGEMENT

The Board of Directors would like 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 Company''s Bankers / Shareholders / all
other Stakeholders and the esteemed customers for their
continued support.

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

On behalf of the Board
Place: Mumbai Durgesh S. Chandavarkar

Date: 28th May, 2025 Chairman

---

Mar 31, 2024

Your Directors take pleasure in presenting their 101st Annual Report on the operations of the Company together with audited accounts for the year ended 31st March, 2024.

(H in crores)
	Standalone Year Ended		Consolidated Year Ended
Particulars	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
Revenue from Operations	1555.13	1492.36	1931.19	1853.80
Profit before Depreciation, Interest and Tax	148.25	117.47	204.19	164.11
Finance Cost	1.16	1.20	1.79	1.49
Depreciation (Net)	9.78	10.20	15.23	15.46
Profit before Tax and exceptional items	137.31	106.07	187.17	147.16
Profit before Tax	137.31	106.07	187.17	147.16
Tax Expenses	26.59	21.18	44.24	32.58
Profit after Tax from discontinued operations	-	-	-	-
Other Comprehensive Income net of Tax	(1.77)	(0.26)	0.82	1.46
Profit for the year	108.95	84.63	143.75	116.04

PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

STANDALONE

The performance of your Company during the year under review was satisfactory. Your Company has achieved a turnover of H 1752.67 crores (net of discount and rebates H 1555.13 crores) as compared to H 1701.11 crores (net of discount and rebates H 1492.36 crores) in the previous year, an increase of 3.03%. During 2023-24, the Company had undertaken various transition and marketing initiatives aimed towards exploring of new and emerging routes to market by way of creation of new verticals and increasing its focus on better product mix and premiumisation. The objective for the year was to get back to high profitability levels and to lay foundation for transformation that would be required for the Company to move forward in order to reach higher levels of performance. Besides putting constant focus on the profitability, resources had also been deployed to build up the topline in tandem with the fundamental and structured change initiatives that had been adopted. In view of the same the Company could achieve an overall improvement in product mix which coupled with various austerity measures that were adopted had resulted in achieving an increased profitability during the year. Further the efforts undertaken towards raw material and finished goods inventory management and rationalization of costs incurred on account of various schemes declared from time to time also had its positive effect on the bottom-line during 2023-24. As such during the year the Company achieved a Profit before Tax (PBT) of H 137.31 crores as compared to H 106.07 crores in the preceding year. Profit after Tax (after taking into account Other Comprehensive Income net of Tax) for the year under review was at H 108.95 crores against H 84.63 crores in the previous year.

CONSOLIDATED

During the financial year ended 31st March, 2024 the Company had achieved a turnover (net of discount and rebates) of

H 1931.19 crores as compared to H 1853.80 crores for previous year. The Consolidated Profit before Tax was at H 187.17 crores as compared to H 147.16 crores for the preceding year. Profit after Tax (after taking into account Other Comprehensive Income net of Tax) for the year under review was at H 143.75 crores against H 116.04 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 ended 31st March, 2024, GOCL achieved a turnover of GBP 29.79 million as compared to GBP 27.92 million (GBP 27.10 million after adjustment of schemes) for previous year. The Profit before Tax was higher at GBP 6.39 million as compared to GBP 5.53 million for the preceding year.

During the year 2023-24, Eneos Tide Water Lubricants India Pvt. Ltd. (formerly JX Nippon TWO Lubricants India Pvt. Ltd.) (ENTI), the joint venture company wherein your Company continues to hold 50% stake has achieved a turnover of H 249.46 crores as compared to H 208.20 crores for the previous year. The Company has achieved a Profit before Tax (PBT) of H 39.27 crores as compared to H 22.47 crores in the preceding year.

BRAND ''VEEDOL''

The Company has 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 had 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 product pricing internationally. Also, the range of products and its sales distribution network have been beneficial for the Company''s 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. The Company has initiated its efforts in re-organizing its European operations with a view to consolidate its business and supply chain management for the said geography. Towards this, the Board of Directors vide its resolution dated 18th May, 2024 resolved to close the operations of Veedol Deutschland GmbH and dissolve the same with effect from 1 st September, 2024. The geographies that are presently serviced by Veedol Deutschland GmbH will be catered through other subsidiary company(ies).

WIND ENERGY BUSINESS

During the year 2023-24, the revenue generated from the Wind Energy Project amounted to H 1.93 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 31st March, 2024, Other Equity of the Company were at H 709.14 crores. An amount of H 108.95 crores is proposed to be retained as surplus in the Statement of Profit and Loss.

On 5th December, 2023 your Company had paid an interim dividend of 1000% (H 20.00 per ordinary share) for the financial year 2023-24 involving a total dividend outflow of H 34.85 crores. In addition to the aforesaid, on 6th March, 2024 your Company had paid a second interim dividend of 600% (H 12.00 per ordinary share) for the financial year 2023-24 involving a total dividend outflow of further H 20.91 crores. In view of present financial results, your Directors have the pleasure in recommending a final dividend of 1000% (H 20.00 per ordinary share) on the ordinary shares of H 2/- each for the financial year 2023-24. The final dividend that will be recommended for 2023-24 will be distributed to the eligible shareholders within 30 (thirty) days from the date of the 101st 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 and was met / will be met from internal cash accruals.

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.

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 form 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 subsidiaries of the Company. With a view to restructure Europeon Operations and consolidated its business and supply chain management for the said geography, the Board of Directors vide its resolution dated 18th May, 2024 resolved to close the operations of Veedol Deutschland GmbH and dissolve the same with effect from 1st September, 2024. Detailed disclosure relating to this is available at the official website of the Company at the weblink https://www.veedolindia.com/sites/default/files/ assets/pdf/disclosures-reg-30/bmoutcome18052024.pdf. As on 31st March, 2024 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'' is available at the official website of the Company at the weblink https:// 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 Auditors relating to your Company''s Overseas Subsidiaries for the financial year 2023-24 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 23rd August, 2024. However, for the purpose of inspection, the documents shall also be available at the website of the Company 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 Sections 134(3)(c) and 134(5) of the Companies Act, 2013 (Act), with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2024, 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 of the 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 the 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 the financial 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 other than as referred in the aforesaid Note read with Note 42 of the Standalone Financial Statements and Note 44 of the Consolidated Financial Statements specifying the name and amount thereof and pursuant to the proviso to Section 134(3) the same have not been repeated here for the sake of brevity. 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 by the Ministry of Corporate Affairs from time to time all shares in respect of which dividends have 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 dividends, 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.

Due Dates for Transfer of Unclaimed/Unpaid Dividends to the Investor Education and Protection Fund (IEPF)

Type of Dividend	Year	Date of Declaration	Due Date of Transfer to IEPF
Final Dividend	2016-17	26th July, 2017	31st August, 2024
Interim Dividend	2017-18	13th November, 2017	19th December, 2024
Final Dividend	2017-18	14th August, 2018	19th September, 2025
1st Interim Dividend	2018-19	12th November, 2018	18th December, 2025
2nd Interim Dividend	2018-19	14th March, 2019	19th April, 2026
Final Dividend	2018-19	30th August, 2019	5th October, 2026
1st Interim Dividend	2019-20	14th November, 2019	20th December, 2026
2nd Interim Dividend	2019-20	14th February, 2020	21st March, 2027
Final Dividend	2019-20	28th August, 2020	3rd October, 2027
Interim Dividend	2020-21	13th November, 2020	19th December, 2027
Final Dividend	2020-21	8th September, 2021	14th October, 2028
1st Interim Dividend	2021-22	13th November, 2021	19th December, 2028
2nd Interim Dividend	2021-22	14th February, 2022	22nd March, 2029
Final Dividend	2021-22	24th August, 2022	29th September, 2029
1st Interim Dividend	2022-23	13th August, 2022	18th September, 2029
2nd Interim Dividend	2022-23	14th November, 2022	20th December, 2029
3rd Interim Dividend	2022-23	14th February, 2023	22nd March, 2030
Final Dividend	2022-23	23rd August, 2023	28th September, 2030
1st Interim Dividend	2023-24	11th November, 2023	17th December, 2030
2nd Interim Dividend	2023-24	13th February, 2024	20th March, 2031

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. 2016-17 (final dividend) to 202223 (inclusive of interim and final dividends) 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 31st March, 2023 and also for the interim dividends declared during 2023-24 on the Company''s website (www.veedolindia.com) and also on the Ministry of Corporate Affairs'' website.

Further please note that in case of physical shares, if any folio is incomplete with regard to the prescribed requirements as per SEBI Circular i.e. PAN, Nomination, Contact details, Bank A/c details and Specimen signature, the same is required to be updated in writing to the Company''s RTA, Maheshwari Datamatics Pvt. Ltd. at 23, R. N. Mukherjee Road, 5th Floor, Kolkata-700001 on immediate basis. Necessary details /modalities / forms in this regard are available at the Company''s website at weblink https:// www.veedolindia.com/investor/forms-for-shareholders and at the RTA''s website www.mdpl.in. Shareholders may please note that dividend on such incomplete folios will be treated in the manner as prescribed by the Securities and Exchange Board of India vide its Master Circular No. SEBI/HO/MIRSD/POD-1/P/ CIR/2023/70 dated 17th May, 2023.

CORPORATE WEBSITES

The websites of your Company, www.veedolindia.com and www.veedol.com carry comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard to products, plants and various depots, financial 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 / or commitments affecting the financial position of the Company and no such changes and / or commitments have occurred between 1st April, 2024 and the date of this report.

Particulars regarding Boards'' decision on closure of operation of Veedol Deutschland GmbH and dissolution thereof with effect from 1st September, 2024 has been detailed under the respective sections of this report relating to subsidiary companies and its operations.

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 Sanjoy Bhattacharya had resigned from the Board of Directors with effect from the close of business on 31st August, 2023 and his resignation was duly noted by the Board of Directors at its 341st Board Meeting held on 11th September, 2023.

Vide shareholders'' resolution dated 30th October, 2023 Shri Rajinder Singh Manku was appointed as a Non-Executive and Non-Independent Director of the Company with effect from 11th September, 2023. Shri Manku had resigned from the Board of Directors with effect from 9th January, 2024 and his resignation was duly noted by the Board of Directors at its 343 rd Board Meeting held on 13th February, 2024.

Vide shareholders'' resolution dated 26th March, 2024 Shri Ananta Mohan Singh was appointed as a Non-Executive and Non-Independent Director of the Company with effect from 13th February, 2024.

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and your Company''s Articles of Association, Shri Vinod S. Vyas, Director retires by rotation and is eligible for re-appointment.

Brief resume / details relating to Shri Vinod S. Vyas 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 requisite qualifications, domain 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) Rules, 2014, as amended and 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) Rules, 2014, as amended. 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 Personnels (KMPs) 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 / Managing Director, remuneration for Non-Executive / Independent Director(s), Stock Options, remuneration for KMPs, Senior Management Personnels and Other Employees and interpretation provision. This may be deemed to be disclosure as required under proviso of Section 178(4) read with Section 134 of the Companies Act, 2013, as amended relating to salient features of Nomination and Remuneration Policy. The entire policy is available on the Company''s 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. This may be deemed to be a disclosure as required under Section 197(14) of the Companies Act, 2013.

The Board of Directors vide their resolution dated 18th May, 2024 on recommendation of the Nomination and Remuneration Committee has approved providing of commission to the Managing Director not exceeding one percent per annum of the net profit of the Company calculated in accordance with the provisions of Section 198 of the Act and Rules made thereunder, or such other amounts or proportions or such percentage of the net profit not exceeding the above and in such manner and in all respects as may be decided and directed by the Board of Directors from time to time based on the recommendation of the Nomination and Remuneration Committee for the financial years commencing with the financial year 2024-25, subject to approval of the shareholders of the Company.

Further the Board of Directors vide their resolution dated 18th May, 2024 on recommendation of the Nomination and Remuneration Committee, subject to the approval of the shareholders, has sanctioned payment of commission not exceeding in aggregate, one percent per annum of the net profit of the Company calculated in accordance with the provisions of Section 198 of the Act and Rules made thereunder, to the NonExecutive Directors, including Independent Directors or some or any of them in such amounts or proportions and in such manner and in all respects as may be decided and directed by the Board of Directors from time to time based on the recommendation of the Nomination and Remuneration Committee. Such payments, if approved will be made in respect of the profits of the Company for the financial years commencing with the financial year 2024-25.

Since the aforesaid propositions will require approval of the shareholders suitable resolutions in this regard have been included in the Notice convening the 101st Annual General Meeting.

ANNUAL EVALUATION OF BOARD''S 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 carried 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 5th January, 2017 thereby modifying the evaluation process.

A separate meeting of Independent Directors was held on 13th February, 2024, 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 interventions 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 13th February, 2024. Independent Directors also evaluated performance of the Chairman, each Non-Executive Director and the Managing Director. The performance evaluation of each of the Independent Directors was carried out 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. The results of evaluation of the Board and its Committees were shared with the Board. The Chairman of the Nomination and Remuneration Committee has discussed the performance review with the Chairman of the Board, who in turn also discussed the performance feedback with the other members of the Board. Based on the outcome of evaluation, the Board had agreed upon certain action points which will increase shareholders'' value going forward.

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 these social 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 and education, contribution towards technology and engineering, 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 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 skill development by way of setting up an auto-mechanic school, promoting health care, contributing towards projects for promotion of education, research in science, technology and engineering, etc. had been identified as a CSR activity being covered under Schedule VII of the Companies Act, 2013.

Towards this during 2023-24, the Company has donated to various organizations viz. Automotive Skills Development Council (New Delhi), George College of Management and Science (Kolkata, West Bengal), Aim Achievers Education Society (Bhopal, Madhya Pradesh), Operation Straight Spine Trust (Kolkata, West Bengal), SEVAMOB (Mumbai, Maharashtra), Purnima Foundation (Kolkata, West Bengal), Bright Future Organization (Mumbai, Maharashtra), I-Teach Movement (Pune, Maharashtra), Shri Tintoi Education Society (Tintoi, Gujarat), Shree Trust (Karla, Maharashtra), Arunima (The Gateway Trust) (Dehradun, Uttarakhand and Gurugram, Haryana), IIT Madras (Chennai, Tamil Nadu) as a part of its CSR initiatives. The CSR Committee has been constituted by the Board, which as on 31 st March, 2024 comprises of Shri Praveen P. Kadle, as Chairman, Shri Arijit Basu and Shri Subir Das. The Committee met four times during the year on 26th May, 2023, 11th August, 2023, 11th November, 2023 and 13th February, 2024 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 I.

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 Company''s website at the weblink https://www.veedolindia.com/sites/ default/files/assets/pdf/VIGIL-MECHAN ISM-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 the existence of the Company and specifically covers cyber security. Structures are present so that risks are inherently monitored and controlled. Additionally the Company has adopted a Risk Management Policy covering inter alia procedures for implementation of effective risk management process, risk assessment, risk identification, categorisation of risks faced by the Company into internal risks comprising of financial risk, operational risks, sectoral risks, sustainability risks, etc. and external risks, risk mitigation, Business Continuity Plan and others. The Risk Management Policy of the Company is available at the official website of the Company at the weblink https://www.veedolindia.com/sites/default/files/assets/pdf/ Risk-Policy-121121.pdf. Various aspects of the Policy are implemented through regular Risk Review Meetings, wherein the risks relating to major functional areas such as sales and marketing, manufacturing and operations, research and development, human resource, information technology, finance, compliance, etc. are deliberated and reviewed. Deep dive sessions and general reviews are undertaken at regular intervals. 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

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/POLICYCELL/2/2015 dated 16th June, 2015 as issued by the Securities and Exchange Board of India, has been uploaded on the Company''s website at the weblink https://www.veedolindia.com/sites/default/files/assets/pdf/ SEBI-SBEB-Regulation-14-2023-24.pdf

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

FURTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

i. Annual Return

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

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 form a part of Tide Water Oil Company (India) Limited Employee Benefit Scheme.

Pursuant to Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the required details, for the year 202324, 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 Not Applicable result of exercise of option
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

ii. Number of Board Meetings

There were 6 (six) meetings of the Board of Directors held during the year 2023-24 on 26th May, 2023, 29th May, 2023, 11th August, 2023, 11th September, 2023 11th November, 2023 and 13th February, 2024. The details of attendance of the Directors in the said Board Meetings have been furnished in the Corporate Governance Report. Details of Committee Meetings held during 2023-24 and attendance thereof by each Director is also furnished in the said Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and 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 31st March, 2024 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 2023-24, the Company has entered into transactions, cumulative value whereof amounts to H 311.28 crores with Standard Greases & Specialities Pvt. Ltd. (SGSPL), Joint Promoter of the Company which exceeded 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 2023-24, the Company has also entered into transactions, cumulative value whereof amounts to H 289.30 crores with Eneos Tide Water Lubricants India Pvt. Ltd. (formerly JX Nippon TWO Lubricants India Pvt. Ltd.) (ENTI), Associate Company which exceeded 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 ENTI, ENEOS Corporation (formerly JXTG Nippon Oil & Energy Corporation) and the Company, Tide Water Oil Co. (India) Ltd. pays franchise fees to ENTI, in connection with manufacturing and selling of ''ENEOS'' range of products. This is on arms'' length basis and in ordinary course of business. The details in Form AOC-2 of material transaction(s) entered into by the Company with its related parties are enclosed as Annexure III. 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 2023-24, 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 2023-24, are provided in the financial statements (Please refer to Note 42 of the Standalone Financial Statements and Note 44 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 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. All related party transactions entered during the year were in ordinary course of business and on arms'' length basis. Majority of the related party transactions are reviewed by an independent accounting firm to establish compliance with the provisions of the Act, applicable Regulations, the related party transaction policy of the Company and limits approved.

The related party transaction policy for determining materiality of related party transaction and also on dealing with related parties is uploaded on the Company''s 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.

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

i. Financial summary or highlights: As detailed under the heading ''Performance and State 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 had resigned during the year 2023-24:

a.	Directors appointed	Shri R. S. Manku had been appointed as a Non-Executive and Non-Independent Director of the Company with effect from 11th September, 2023 and Shri Ananta Mohan Singh had been appointed as a Non-Executive and Non-Independent Director of the Company with effect from 13th February, 2024.
b.	Directors resigned	Shri Sanjoy Bhattacharya and Shri R. S. Manku, Non-Executive and Non-Independent Directors of the Company had resigned with effect from 31st August, 2023 and 9th January, 2024, respectively.
c.	Change in KMPs	During the year 2023-24 Shri Supratik Basu, Group CFO had superannuated with effect from the close of business on 30th November, 2023. Smt. Rashmi Joshi, ED (F&A) was appointed as Group CFO with effect from 1st December, 2023.

Other than as stated above there was no change in the Directors and the KMPs during the year under review.

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 2023-24. During the year under review, Veedol UK Limited (formerly Price

Thomas Holdings Limited) has emerged as a material subsidiary. The Board of Directors vide its resolution dated 18th May, 2024 decided to close the operation of Veedol Deutschland GmbH and dissolve the same with effect from 1st September, 2024, with a view to restructure European operations.

b. Joint Venture Company (JVC): There has been no change in JVC during the year 2023-24.

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 the provisions of the Companies Act, 2013.

v. Details relating to deposits: There were no fixed deposits 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 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 Company''s 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 any significant misuse or loss and all transactions are recorded in all material respects and are reported correctly.

The internal control system of the Company is monitored and evaluated by internal auditors through an internal audit programme 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. However, during the year no reportable material weaknesses were observed.

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 as cost auditors for the financial year ending on 31st March, 2025. A remuneration of H 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 101st AGM. Accordingly, the matter relating to ratification of remuneration payable to the Cost Auditors for the financial year 2024-25 is placed at the 101st 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 2024-25.

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 valuation done at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions, does not arise.

xii. There are no reportable agreements in terms of clause 5A to para A of part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended.

DISCLOSURE AS PER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT 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 IV.

Details of employee remuneration as required under the 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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.

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.

During the year under review 1 (one) case was filed / reported to the Company pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same is pending as on 31st March, 2024 as the enquiry is underway.

AUDITOR AND AUDITOR''S REPORT

M/s. Price Waterhouse Chartered Accountants LLP (PW) was re-appointed as Auditors of the Company at the 99th Annual General Meeting. Since eligible, members had sanctioned continuation of their appointment till the conclusion of the 104th Annual General Meeting. In view of notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs read with the Companies (Audit and Auditors) Amendment Rules, 2018, ratification of such appointment has not been proposed. The Statutory Auditors have confirmed their eligibility and have submitted a certificate in writing that they are not disqualified to hold the office of the Statutory Auditor.

The reports given by the Statutory Auditors on the financial statements of the Company form part of the Annual Report. No qualification has been made by the Statutory Auditors in their Reports.

A statement detailing Material Accounting Policies of the Company is annexed to the Accounts.

SECRETARIAL AUDIT AND COMPLIANCE REPORT

A Secretarial Audit was conducted during the year 2023-24 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 Auditor''s Report is attached as Annexure V 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 8th 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 Company''s website at the weblink https://www.veedolindia. com/sites/default/files/assets/pdf/annualsectlcomp310324.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 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2019 and further amended vide SEBI Circular No. SEBI/HO/CFD/ CFD-SEC-2/P/CIR/2023/122 dated 12th July, 2023 the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of the Annual Report.

The Company as a part of its ESG initiative, has undertaken Reasonable Assurance of BRSR Core, being a sub-set of the BRSR consisting of a set of Key Performance Indicators (KPIs) / metrics under 9 ESG attributes as prescribed by the Securities and Exchange Board of India vide its Circular No. SEBI/HO/ CFD/CFD-SEC-2/P/CIR/2023/122 dated 12th July, 2023. During the year 2023-24, such Reasonable Assurance has been undertaken through SGS India Private Limited (SGS). SGS has provided an Independent Assurance Statement in connection with BRSR of the Company for 2023-24, which 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 the financial year has

accrued as a result of the following steps taken at

various locations of the Company.

SILVASSA

i. Replaced conventional tubelights with LED

lamps in plant which helped to save energy upto 1680 KWH / year.

ii. Energy had been generated and consumed

from renewable source i.e. Solar Power Plant which had been installed. Operations have

resulted in saving of energy upto 12648 KWH during the year.

TURBHE

i. Replaced conventional tubelights with LED

lamps in plant which has helped to save energy upto 599 KWH / year.

ii. Energy had been generated and consumed

from renewable source i.e. Solar Power Plant which had been installed. Operations have

resulted in saving of energy upto 165211 KWH during the year.

ORAGADAM

i. Modification in Cooling tower line has resulted in reduction of energy consumption to the extent of 8280 KWH / year.

ii. Fuel saving by optimizing of Thermopak has reduced energy consumption to the extent of 9750 Ltrs / year. This has also helped in CO₂ reduction by 26.13 MT / year.

iii. Energy had been generated and consumed from renewable source i.e. Solar Power Plant which had been installed. Operations have resulted in saving of energy upto 53163 KWH during the year.

FARIDABAD

Saving on Diesel by using PNG for running DG was 1584 Ltrs / year. This has also helped in CO₂ reduction by 4.24 MT / year.

2. Steps taken by the Company for utilising alternate sources of energy:

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 the R&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	H 0.47 crores (last year H 0.40 crores)
b.	Recurring	H 2.65 crores (last year H 2.36 crores)
c.	Total	H 3.12 crores (last year H 2.76 crores)
d.	Total R&D expenditure as percentage of total turnover	0.20% (last year 0.18%)

C. FOREIGN EXCHAGE EARNINGS AND OUTGO

Foreign Exchange Earnings during the year under review was H 14.76 crores (last year H 28.55 crores) while Foreign Exchange Outgo was H 130.77 crores (last year H 296.63 crores).

ACKNOWLEDGEMENT

The Board of Directors would like 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 Company''s Bankers / Shareholders / all other Stakeholders and the esteemed customers for their continued support.

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

---

Mar 31, 2023

The Directors take pleasure in presenting their One Hundredth Annual Report on the operations of the Company together with audited accounts for the year ended 31^st March, 2023.

Particulars	Standalone Year ended 31st March, 2023	Standalone Year ended 31st March, 2022	Consolidated Year ended 31st March, 2023	Amount (in Rs. crores) Consolidated Year ended 31st March, 2022
Revenue from Operations	1492.36	1247.65	1853.80	1535.71
Profit before Depreciation, Interest and Tax	117.47	148.43	164.11	177.18
Finance Cost	1.20	1.31	1.49	1.60
Depreciation (Net)	10.20	10.73	15.55	15.47
Profit before Tax and exceptional items	106.07	136.39	147.07	160.11
Profit before Tax	106.07	136.39	147.07	160.11
Tax Expenses	21.18	29.80	32.58	37.20
Profit after Tax from discontinued operations	-	-	-	-
Other Comprehensive Income net of Tax	(0.26)	(0.51)	1.46	(1.25)
Total Comprehensive Income for the Year	84.63	106.08	115.95	121.66

PERFORMANCE AND STATE OF COMPANY’S 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 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 as compared to Rs. 136.39 crores in the preceding year. Profit after 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 as compared to Rs.160.11 crores for the preceding year. Profit after Tax for the year under review was at Rs.115.95 crores against Rs.121.66 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 ended 31^st 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 Profit before Tax (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 product pricing internationally. Also, the range of products and its sales distribution network have been beneficial for the Company''s 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 year 2022-23 involving a total dividend outflow of Rs. 8.71 crores. Further on 8^th December, 2022 your Company had paid a second interim dividend of 600% (Rs. 12.00 per ordinary share) for financial year 2022-23 involving a total dividend outflow of further 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. 10.00 per ordinary share) for financial year 2022-23 involving a total dividend outflow of further Rs. 17.42 crores. In view of 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. veedoMndia.com/sites/default/fNes/assets/pdf/DMDEND%20 DISTRIBUTION%20POUCYpdfi 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 Company''s 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 Company''s 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 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 of the 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 the financial 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 by 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 202122 (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 Company''s 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, information with regard to products, plants and various depots, financial 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^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 Company''s 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 requisite qualifications, domain 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) 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 / Managing Director, remuneration for Non- Executive / Independent Director(s), Stock Options, remuneration for KMP, Senior Management Personnel and Other Employees and 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 Company''s 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 BOARD’S 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 carried 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 interventions 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 shareholder''s 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 NonExecutive Director and the Managing Director. The performance evaluation of each of the Independent Directors was carried out 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 these social 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, 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 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 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), I IT 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 Company''s website at the weblink https://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 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 the 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 year 202223, 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) ii. Any other employee who receives a grant of options in any one year of option amounting to five percent or more of	NIL
	options granted during the year 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	NIL
	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 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 Company''s 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 Annual Return(s) are available at the website of the Company at https://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 2022-23 on 30^th May, 2022, 13^th August, 2022, 14^th November, 2022 and 14^th February, 2023. The details of attendance of the Directors in the said Board Meetings have been furnished in the Corporate Governance Report. Details of Committee Meetings held during 2022-23 and attendance thereof by each Director is also furnished in the said Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing 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.

23:
a.	Directors appointed	: Shri Vijay Mittal Shri Arijit Basu has been appointed as Managing Director of the Company with effect from 1st March, 2023 for a period of 5 (five) years
b.	Directors resigned	: None
c.	Cessation of Directorship	: As on the close of business on 28th February, 2023, the tenure of Shri R. N. Ghosal had concluded as Managing Director of the Company.
d.	Change in KMPs	: Other than as stated above there was no other change in KMPs during the year 2022-23

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, Tide Water Oil Co. (India) Ltd. pays franchise fees to ETWL, in connection with manufacturing and selling of ‘ENEOS'' range of products. This is on arms'' length basis and in ordinary course of business. The details in Form AOC-2 of 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 for

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 Company''s website at the weblink https://www.veedolindia.com/sites/ default/files/assets/pdf/RPT-PoNcy.pdfi 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.

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

i. Financial summary or highlights: As detailed under the heading ‘Performance and State 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 had resigned during the year 2022-

OO-

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.

v. Details relating to deposits: There were no fixed deposits 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 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 Company''s 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 as cost auditors for the financial year ending 31^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 for the financial year 2023-24 is placed at the 100^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 AUDITOR’S 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 by the Statutory Auditors on the financial 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 Auditor''s 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 Company''s 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 the Securities and Exchange Board of India (Listing Obligations and 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 OUTGOA. CONSERVATION OF ENERGY

1. Steps taken or impact on 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 efficient flushing to all blending kettles thereby reducing energy consumption to the extent of 700 units / year.

ii. Introduction of VFD for finished product transfer pump, 5 Itr. 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.

2. Steps taken by the Company for utilising alternate sources of energy: None in particular 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 the R&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. 0.40 crores (last year Rs. 0.15 crores)
b. Recurring :	Rs. 2.36 crores (last year Rs. 2.12 crores)
c. Total :	Rs. 2.76 crores (last year Rs. 2.27 crores)
d. Total R&D
Expenditure :	0.18%
as percentage of total turnover	(last year 0.18 %)

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

The Board of Directors would like 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 Company''s Bankers / Shareholders / all other Stakeholders and the esteemed customers for their continued support.

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

---

Mar 31, 2018

Dear Shareholders,

The Directors take pleasure in presenting their Ninety Fifth Annual Report on the operations of the Company together with audited accounts for the year ended 31st March, 2018.

Amount (Rs. in Crores)

	Year ended 31s1 March, 2018		Year ended 31s1 March, 2017
The Accounts before charging depreciation show a profit of		154.17		158.40
From which has been deducted Depreciation (Net) Provision for Taxation Other Comprehensive Income(OCI)	7.62 50.53 (2.61)	55.54 98.63	7.37 48.83 2.11	58.31 100.09
To which is added the balance brought forward from the last accounts of		545.99 644.62		508.11 608.20
The Directors have transferred to General Reserve		-		-
Leaving a balance of		644.62		608.20
The Directors have paid Interim Dividend @ 1500% for 2017-18 (p.y. 1000%) on the Ordinary Shares amounting to		26.13		17.43
The Directors have paid final dividend @ 2000% for 2016-17 (p.y. 1750%) on the Ordinary Shares amounting to		34.85		30.49
Tax on Dividend		11.59 572.05		9.75 550.53
To which is added OCI adjustment and Tax thereon		1.70		(2.84)
Leaving a balance to be carried forward		573.75		547.69

PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

Your Company has completed another year of satisfactory performance by achieving a turnover of Rs. 1291.64 crores (net of discount and rebates Rs. 1112.12 crores), compared to Rs. 1317.29 crores (net of discount and rebates Rs. 1132.02 crores) in the previous year, a decrease of 1.95%. Notwithstanding the sluggishness in the lubricant industry, due to continuing advancement of engine design and presence of long-drain lubes, the volume of sales recorded a satisfactory growth primarily due to continuing focus on the bazaar segment, specially in the premium and emerging product categories. Notwithstanding fierce competition from multinationals and other new entrants in the lube market your Company could forge ahead with drive and initiative to consolidate its position. However, cost of inputs continued to rise during the year which led to greater pressure on the margins.

Despite the above, it is indeed a matter of pride that the Profit before Tax (PBT) was Rs. 146.55 crores in comparison to a PBT of Rs. 151.03 crores in the preceding year.

The brand equity of the Company’s products built up painstakingly over the years has been further strengthened with higher thrust on promotional activities in the face of growing competition. The effort of brand building has helped the Company create a ‘niche’ for its products even in a difficult business environment. Your Company had been able to continue its tie-up with few Original Equipment Manufacturers (OEMs) with a view to reinforce its value proposition.

The Company’s Plants at Silvassa, T urbhe, Oragadam, Ramkristopur and Faridabad are accredited under ISO 9001:2015 for quality standards. The Silvassa and Oragadam Plants had obtained accreditation under ISO 14001:2015 for environmental standards. The support provided by the Company’s accredited R&D Centers have helped in improving the quality of products and upgrading product formulation.

Your Company’s products primarily marketed under the ‘VEEDOL’ brand name are well established and accepted in the industry for their quality and range. The Joint Venture Company (JVC) viz. JX Nippon TWO Lubricants India Private Limited (JXTL), wherein your Company and JXTG Nippon Oil & Energy Corporation (formerly JX Nippon Oil & Energy Corporation), Japan, have 50:50 stake, continues to undertake marketing of the ‘ENEOS’ brand of products in India. The production facilities, warehousing, logistic and other ancillary support continue to be extended by your Company to the JVC. Details of performance of this joint venture are stated in the later part of the report.

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 to various geographies around the world.

INTERNATIONAL OPERATIONS

During 2016-17 your Company has invested in 100% shares of Price Thomas Holdings Limited (PTHL), 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 product pricing internationally. Also, the range of products and its sales distribution network have been beneficial for the Company’s international operations. GOCL mainly operates in United Kingdom and key brands marketed inter alia include Granville, Gunk, Nova, Autosol and Turtle Wax.

Other than as stated above and besides holding 100% shares of Veedol International Limited the Company has three wholly owned subsidiaries viz. Veedol International DMCC (VID), Dubai, Veedol Deutschland GmbH (VDG), Germany and Veedol International BV (VIBV), Netherlands to cater to the Middle East Asian Region, DACH Region and rest of Europe, respectively.

During 2017-18, the Company has purchased entire share capital of VDG from VIBV and accordingly VDG has now become a direct wholly owned subsidiary of your Company.

Further Veedol International Americas Inc. has also been floated as a wholly owned subsidiary of Veedol International Limited, UK. This has relaunched Veedol in Andean region of South America.

Veedol International Limited has also licensed the Veedol brand to a licensee in Canada and Mexico and other licensees in Bangladesh, Ecuador, Republic of South Africa and France for sales thereat.

WIND ENERGY BUSINESS

During the year 2017-18, the revenue generated from the Wind Energy Project amounted to Rs. 2.10 crores.

The Company produces enough clean energy to offset its electricity consumption from fossil fuel sources. The sector is poised to provide adequate returns over the years.

DIVIDEND

In view of present financial results, your Directors have the pleasure in recommending a final Dividend of 2000% (Rs. 100 per ordinary share) on the Ordinary Shares of Rs. 5/- each for the financial year 2017-18 as against 2000% (Rs. 100.00 per ordinary share) for the previous year to the equity shareholders of the Company. The Directors at its 315th Meeting held on 13th November, 2017 declared interim dividend of 1500% (Rs.75.00 per ordinary share) involving a total dividend outflow of Rs. 26.13 crores. The same was distributed to the Shareholders on 28th November, 2017. The final dividend is in addition to the interim dividend, as already distributed.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with a certificate from the Statutory Auditors of the Company and declaration by the Managing Director forms part of this report.

SUBSIDIARY COMPANIES

On acquisition of 100% shares, Veedol International Limited had become a wholly owned subsidiary of the Company with effect from October, 2011. Further to explore possibilities of marketing the products under ‘Veedol’ brand in the Middle East Asian Markets, your Company had floated another wholly owned subsidiary under the name Veedol International DMCC at Dubai, UAE. With a view to cater to the European Markets (excepting the DACH region), the Company had set up another wholly owned subsidiary viz. Veedol International BV, having its office at Amsterdam, the Netherlands.

As the ‘Veedol’ brand enjoys considerable brand equity in the DACH region, Veedol Deutschland GMBH (VDG) had been initially set up as a 100% subsidiary of Veedol International BV (VIBV). During 2017-18, the Company has acquired 100% shareholding of VDG from VIBV. VDG had initiated its marketing operations for the DACH region and the same operates from Langenfeld, Germany.

Veedol International Americas Inc. has been incorporated as a 100% subsidiary of Veedol International Limited. Veedol International Americas Inc. markets Veedol products in the Andean region of South America. This Company operates from Ontario, Canada.

During 2016-17, your Company has also acquired 100% shares of Price Thomas Holdings Limited (PTHL), having a wholly owned subsidiary viz. Granville Oil & Chemicals Limited, which has its own manufacturing facility and is engaged in manufacturing and selling of lubricants and automotive after care products throughout United Kingdom (UK). GOCL operates from Rotherham, UK.

The Statement of Accounts along with the Report of the Board of Directors and Auditors relating to your Company’s Overseas Subsidiaries viz. Veedol International Limited, Veedol International DMCC, Veedol International BV, Veedol Deutschland GmbH and Price Thomas Holdings Limited for the financial year 2017-18 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 14th August 2018.

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.

The policy for determining material subsidiaries, as approved may be referred to at the official website of the Company at the weblink www.tidewaterindia.com/ wp-content/uploads/2017/02/Material-Subsidiary-Policy.pdf.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements have been prepared in accordance with the principles and procedures for the preparation and presentation of Consolidated Accounts as set out in the Indian Accounting Standards (IndAS) on Consolidated Financial Statements notified by the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statement together with Auditors’ Report forms part of the Annual Report.

The group recorded a Consolidated Profit before Tax of Rs. 159.35 crores for the financial year 2017-18 as compared to Rs. 158.93 crores, as achieved in the preceding year.

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 31st March, 2018, 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 of the 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 the financial statements (Please refer Note 4, 5, 33 and 34 to the Standalone Financial Statement). 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 Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 also.

TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION & 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) Amendment Rules, 2017, read with all relevant notifications as issued by 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 years have been transferred by the Company, within the stipulated due date, to the Investor Education and Protection Fund (IEPF).

A list of shareholders alongwith their folio number or DP. ID. & Client ID., who have not claimed their dividends for the last seven consecutive years i.e. 2010-11 to 2016-17 and whose shares are therefore liable for transfer to the IEPF Demat account, has been displayed on the website of the Company at www.tidewaterindia.com/wp-content/uploads/2017/05/ Shareholders-List.pdf besides sending individual communication to the concerned shareholders and issuance of public notice.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 26th July, 2017 (date of last AGM) on the Company’s website (www.tidewaterindia.com) and also on the Ministry of Corporate Affairs website.

CORPORATE WEBSITE

Thewebsites of your company, www.tidewaterindia.com and www.veedolindia.com carry comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard to products, plants and various depots, financial 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 1st April, 2018 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 Debasis Jana has been appointed as Additional Director with effect from 13th November, 2017. He will hold office upto the date of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received notice under Section 160 of the Companies Act, 2013 proposing his appointment as Director.

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and your Company’s Articles of Association, Shri Vinod S. Vyas, Director retires by rotation and is eligible for re-appointment.

On recommendation of the Nomination and Remuneration Committee, the Board on 13th November, 2017 appointed Shri P.Y. Gurav and Shri P.S. Bhattacharyya as Independent Directors designated as Additional Directors for a period of 3 years with effect from their date of appointment. However, being Additional Directors, they will hold office upto the date of the ensuing Annual General Meeting and are eligible for appointment for specified period(s), on approval of the shareholders.

Appropriate resolutions seeking appointment of Shri Debasis Jana, Shri P.Y. Gurav and Shri P.S. Bhattacharyya as Directors are appearing in the Notice convening the 95th Annual General Meeting of the Company. Brief resume/details relating to Shri Debasis Jana, Shri Vinod S. Vyas, Shri P.Y. Gurav and Shri P.S. Bhattacharyya are furnished in the said notice.

Shri Sunil Munshi has resigned from the Board of Directors of the Company with effect from 1 st September, 2017, in view of envisaged paucity of adequate time, as deemed necessary for effective discharge of his duties as Director of the Company. The resignation of Shri Munshi has been noted by the Board of Directors at its 315th meeting held on 13th November, 2017. The Board of Directors also placed on record the valued guidance received from him during his tenure of directorship in the Company.

Pursuant to Regulation 36(3)(c) of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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.

POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION

Section 178 of the Companies Act, 2013 is applicable to the Company. The Company appoints Independent Directors, being persons having rich experience and domain knowledge, to serve on the Board. Independent Directors are initially appointed by the Board on recommendation of the Nomination & Remuneration Committee. Non-Executive Directors are appointed by the Board from time to time, subject to the approval of the shareholders. Executive Director(s) are appointed based on their performance and their contribution towards the Company. Appointment(s) of all Directors are formalized on approval of the shareholders.

The Company has framed a Remuneration Policy, in relation to remuneration of Directors, Key Managerial Personnel and Senior Management, as recommended by the Nomination & Remuneration Committee of the Board of Directors. The same, inter-alia contains matters stated under Section 178 of the Companies Act, 2013 read with Securities & Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The criteria of making payment to Non-Executive Directors are also stated in the aforesaid policy. 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 & Remuneration Policy, as framed and enclosed with the Directors’ Report as Annexure II, inter alia includes its objective, applicability, matters relating to the remuneration, perquisites for the Whole-time/ Executive/Managing Director, matters relating to remuneration for Non-Executive/Independent Director(s), Stock Options, matters relating to remuneration for KMP, Senior Management Personnel and Other Employees and interpretation provision. This may be deemed to be disclosure as required under proviso of Section 178(4) of the Companies (Amendment) Act, 2017 relating to salient features of Nomination and Remuneration Policy. The entire policy is available on the Company’s website at the weblink www.tidewaterindia.com/wp-content/uploads/2017/02/ REMUNERATION-POLICY-1 .pdf.

Shri R. N. Ghosal, Managing Director does not receive any remuneration from any other subsidiary company. This may be deemed to be a disclosure as required under Section 197(14) of the Companies Act, 2013.

A statement indicating manner in which annual evaluation of the Board (including Committees) and individual Directors is carried out has been provided separately in this report.

Necessary disclosure as required under Schedule V of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided under Corporate Governance Report in relation to remuneration of Shri R. N. Ghosal, Managing Director.

ANNUAL EVALUATION OF BOARD’S 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 carried out includes matters stated in guidance notes issued by the Securities & Exchange Board of India (SEBI) vide its Circular No.SEBI/HO/CFD/CMD/CIR/P/2017/ 004 dated 5th January, 2017 thereby modifying the evaluation process.

Separate meeting of Independent Directors was held on 12th February, 2018, 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.

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 these social responsibilities can enhance overall performance.

The Board of Directors of the Company, in this regard, has devised a Corporate Social Responsibility (CSR) Policy which, inter-alia states mode of constitution of CSR Committee, activities which can be undertaken, mode of implementation, quantum of investment, etc. The same is available on the Company’s website at the weblink www.tidewaterindia.com/wp-content/ uploads/2017/02/CSR-Policy.pdf. The said policy is also enclosed with the Directors’ Report as Annexure III. Imparting of training to mechanics/garage owners for skill development by way of setting up an auto-mechanic school had been identified as a CSR activity being covered under Schedule VII of the Companies Act, 2013.

Further during 2017-18, the Company has donated an ambulance for use in Dibrugarh, Assam towards its CSR initiative. Also during the year the Company has identified a project involving building of sanitation facilities in Dhemaji district of Assam as a part of its CSR activities.

The CSR Committee has been constituted by the Board, which as on 31st March, 2018 comprises of Smt. N. Palchoudhuri, as Chairperson, Shri R. N. Ghosal and Shri S. Das. The Committee met three times during the year on 30th May, 2017, 14th August, 2017 and 12th February, 2018 to monitor CSR activities undertaken, review scope of CSR activities, approval of proposed CSR projects, etc. The Company has set up automechanic schools at Kolkata, Silvassa and Faridabad. Utkarsh continued to provide consultancy service for CSR activities, during the year under review.

The details in relation to CSR reporting as required under Rule 8 of Companies (CSR Policy) Rules, 2014 is enclosed with this report as Annexure IV.

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.

RISK MANAGEMENT

The Company has identified various risks faced by it from different areas. As required under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a Risk Management Plan for the Company which includes inter-alia identification of elements of risks which may threaten the existence of the Company. Structures are present so that risks are inherently monitored and controlled.

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 & TRUST

In terms of the approval of the shareholders dated 2nd March, 2011, your Company implemented Tide Water Oil Co. (India) Ltd. Employee Welfare Scheme for granting/allotting options to the eligible employees of the Company through Tide Water Oil Co. (India) Ltd. Employee Welfare Trust. With the promulgation of Securities & Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations) the existing scheme and the provisions of the existing Trust had been aligned with that of the provisions contained in the said Regulation. Subsequent to the sanction of the shareholders, the scheme and the trust had been rechristened as Tide Water Oil Company (India) Limited Employee Benefit Scheme and Tide Water Oil Company (India) Limited Employee Benefit Trust respectively.

Pursuant to Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, the required details, for the year 2017-18, 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 aligned scheme are in compliance with the SBEB Regulations. Necessary detail as referred in Regulation 14 of SBEB Regulations read with Circular number CIR/ CFD/POLICY CELL/2/2015 dated 16th June, 2015 as issued by SEBI, is uploaded on the Company’s website at the weblink www.tidewaterindia.com/wp-content/ uploads/2017/03/SEBI-SBEB-Regulation-14-2017-18.pdf

A Certificate from the Auditors of the Company as required under Regulation 13 of SBEB Regulations is enclosed as Annexure V.

FURTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

i. Extract of the Annual Return

The details forming part of the extract of the Annual Return is enclosed as Annexure VI.

ii. Number of Board Meetings

There were 5 (Five) meetings of the Board of Directors held during the year 2017-18 on 30th May, 2017, 20th July, 2017, 14th August, 2017, 13th November, 2017 and 12th February, 2018. The details of attendance of the Directors in the said Board Meetings have been furnished in the Corporate Governance Report. Details of Committee Meetings held during 2017-18 and attendance thereof by each Director is also furnished in the said Corporate Governance Report.

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 share or share with differential voting rights nor granted stock option nor sweat equity, during the year. As on 31st March, 2018 none of the Directors of the Company hold share or convertible instrument of the Company.

iv. Composition of Audit Committee

The Board has constituted the Audit Committee which comprises of Shri S. Roy Choudhury as the Chairman, Shri S. Sundareshan, Shri P.Y. Gurav and Shri Subir Das. 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 2017-18, the Company entered into transactions, cumulative value whereof amounts to Rs. 161.25 crores with Standard Greases & Specialities Pvt. Ltd. (SGSPL), Joint Promoter of the Company which exceeds the threshold limit stated under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also the threshold limit stated under Rule 15 of the Companies (Meetings of Board & its Powers) Second Amendment Rules, 2015 as further amended by Notification No. GSR 309(E) dated 30th March, 2017 issued by the Ministry of Corporate Affairs. 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 as there is no grease plant 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 2017-18, the Company also entered into transactions, cumulative value whereof amounts to Rs. 184.23 crores with JX Nippon TWO Lubricants India Pvt. Ltd. (JXTL), Associate Company which exceeds the threshold limit stated under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also the threshold limit stated under Rule 15 of the Companies (Meetings of Board & its Powers) Second Amendment Rules, 2015 as further amended by Notification No. GSR 309(E) dated 30th March, 2017 issued by the Ministry of Corporate Affairs. Pursuant to the Joint Venture Agreement, as executed between JXTL, JXTG Nippon Oil & Energy Corporation (formerly JX Nippon Oil & Energy Corporation) and the Company, Tide Water Oil Co. (I) Ltd. pays franchise fees to JXTL, in connection with manufacturing and selling of ‘ENEOS’ range of products. This is on arms length and in ordinary course of business.

The details in Form AOC-2 of material transaction(s) entered into by the Company with its related parties is enclosed as Annexure VII. 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 were no related party transaction during 2017-18, which were 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.

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 in nature. While granting omnibus approval, the Company complied with the provisions of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 Company’s website at the weblink www.tidewaterindia.com/wp-content/uploads/2017/02/RELATED-PARTY-TRANSACTION-POLICY-1 .pdf. The details of the transactions with related party 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.

DISCLOSURES UNDER RULE 8(5) OF COMPANIES

(ACCOUNTS) RULES, 2014

i. Financial summary or highlights: As detailed under the heading ‘Performance and State 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 resigned during the year:

a. Directors appointed : Shri Debasis Jana

Shri P.Y. Gurav

Shri P.S. Bhattacharyya

b. Directors resigned : Shri Sunil Munshi

Shri Praveen P. Kadle

c. Change in KMPs : None

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

a. Subsidiaries: During the year your Company has acquired 100% shares of Veedol Deutschland GmbH (VDG). As such VDG is now considered to be a wholly owned subsidiary.

Other than above, there has been no change in the subsidiaries during the year 2017-18.

b. Joint Venture Company (JVC): There has been no change in JVC during the year 2017-18.

c. Associate Companies: There are no Associate Companies other than the JVC viz., JX Nippon 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 the public outstanding at the end of the financial year.

No fixed deposit has been accepted during the year and as 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 Company’s 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 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.

DISCLOSURE AS PER RULE 5(1) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016

The disclosure as required under Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 is enclosed with this report as Annexure VIII.

Your company has not paid any remuneration attracting the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016. Necessary information as required under the said Rule has been appended to this report.

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.

AUDITOR & AUDITOR’S REPORT

Messrs. Price Waterhouse Chartered Accountants LLP (PW) was appointed as Auditors of the Company at the 94th Annual General Meeting. Since eligible, members are requested to consider their appointment till the conclusion of the Ninety Ninth Annual General Meeting and authorize the Board of Directors to decide on their remuneration.

There are no qualifications made by the statutory auditors in their report.

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

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year 201718 by the Secretarial Auditor, Shri Manoj Prasad Shaw of Messrs. Manoj Shaw & Co., Practising Company Secretaries, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor’s Report is attached as Annexure IX and forms a part of this report of Directors. There are no qualifications made by the Secretarial Auditor in his 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 the financial year has accrued as a result of the following steps taken at various locations of the Company.

SILVASSA

i. Old florescent tubelights were relaced with 36 watts and 18 watts EELED lights, saving power consumption to the extent of 6048 units per year.

ii. 5.5 KW water pump was replaced with 3.5 KW water pump which resulted in decrease of power consumption upto approx. 5000 units per year.

iii. Old EPBAX System was replaced with new EPBAX System which resulted in reduction of power consumption upto 3820 units per year.

TURBHE

i. Old florescent tube lights were replaced with 36 watts electrical fittings thereby reducing power consumption to the extent of 5050 units per year.

ii. Old traditional copper blast choke was replaced with electronic blast saving power consumption upto 1200 units per year.

iii. Modification in the unscrambler belt to feed the bottles directly on the rotating disc resulted in decrease of power consumption upto 900 units per year.

ORAGADAM

i. New warehouse roof designed and constructed to have solar panels in future.

ii. All tube light fittings in Main Block shop floor were replaced with LED fittings.

iii. Multi Function Meter provided in new electrical panel of each feeder to monitor energy consumption.

iv. Existing air conditioners were replaced with energy efficient air conditioners.

2. Steps taken by the Company for utilising alternate sources of energy.

None in particular

3. Capital investment on energy conservation equipments.

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.

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

C. FOREIGN EXCHAGE EARNINGS AND OUTGO

Foreign Exchange earnings during the year under review was Rs. 4.60 crores (last year Rs. 2.41 crores) while Foreign Exchange outgo was Rs. 179.73 crores (last year Rs. 150.15 crores).

ACKNOWLEDGEMENT

The Board of Directors would like 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 Company’s Bankers / Shareholders / all other Stakeholders and the esteemed customers for their continued support.

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

On behalf of the Board

Kolkata Debasis Jana

30th May, 2018 Chairman

---

Mar 31, 2017

Dear Shareholders,

The Directors take pleasure in presenting their Ninety Fourth Annual Report on the operations of the Company together with audited accounts for the year ended 31^st March, 2017.

Amount

(Rs. in Crores)

	Year ended	Year ended
	31st March, 2017	31st March, 2016
The Accounts before charging
depreciation show a profit of	158.40	140.38
From which has been deducted
Depreciation (Net)	7.37	7.11
Provision for Taxation	48.83	50.88
Other Comprehensive Income(OCI)	2.11 58.31	2.27 60.26
	100.09	80.12
To which is added the balance brought
forward from the last accounts of	508.33	467.09
	608.42	547.21
The Directors have transferred to
General Reserve	-	-
Leaving a balance of	608.42	547.21
The Directors have paid Interim Dividend @ 1000% (p.y. 750%) on the Ordinary Shares amounting to	17.43	13.07
The Directors have paid final dividend @ 1750% (p.y. 1250%) on the Ordinary Shares amounting to	30.49	21.78
Tax on Dividend	9.75	7.09
	550.75	505.27
To which is added OCI adjustment and
Tax theron	2.84	3.06
Leaving a balance to be carried forward	553.59	508.33

Note: Percentages of Interim Dividend for the Financial Year 2015-16 and Final Dividend For the Financial year 2014-15 have been adjusted to factor in the effect of issue of sub divided and bonus shares in 2015-16.

PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

The performance of your Company during the year under review was commendable. The turnover recorded significant increase to reach Rs. 1317.29 crores (net of discount and rebates Rs. 1132.02 crores), the highest in the history of the Company, compared to Rs.1275.34 crores (net of discount and rebates Rs. 1098.30 crores) in the previous year, an increase of 3.29%. The volume of sales also recorded a satisfactory increase partially due to the Company''s continued focus on building its brand equity and bazaar sales. However, the overall lubricant industry remained depressed due to constant upgradation of engine design and presence of long drain lubes. As a result of the negligible generic growth the market witnessed intensified competition among the existing market players for a greater share. On the other hand, the rising input costs and volatility in the market led to greater pressure on margins. Notwithstanding the adverse factors, the Company achieved a Profit before Tax (PBT) of Rs. 151.03 crores as compared to a PBT of Rs. 133.27 crores (Rs. 157.76 crores before adjustment of exceptional item) in the preceding year.

Premium segment remained a major focus area during the year. Your Company has adopted more customer-centric approach, executing campaigns on the electronic media and undertaking elaborate field level activities. Realignment of the distribution network, efforts in maintaining direct contacts with the customers and various strategic alliances with the leading Original Equipment Manufacturers (OEMs), helped your Company to achieve improved results and increase its presence in new markets.

The Company''s Plants at Silvassa, Turbhe, Oragadam and Faridabad continue to be accredited under ISO 9001:2008 for quality standards. Plant at Ramkristopur has obtained accreditation under ISO 9001:2015 for quality standards. The Silvassa and Oragadam Plants had obtained accreditation under ISO 14001:2004 for environmental standards. The support provided by the Company''s accredited R&D Centers have helped in improving the quality of products and upgrading product formulation.

Your Company''s products primarily marketed under the ''VEEDOL'' brand name are well established and accepted in the industry for their quality and range. The Joint Venture Company (JVC) viz. JX Nippon TWO Lubricants India Private Limited (JXTL), wherein your Company and JXTG Nippon Oil & Energy Corporation (formerly JX Nippon Oil & Energy Corporation), Japan, have 50:50 stake, continues to undertake marketing of the ''ENEOS'' brand of products in India. The production facilities, warehousing, logistic and other ancillary support continue to be extended by your Company to the JVC. Details of performance of this joint venture are stated in the later part of the report.

CHANGE IN SHAREHOLDING STATUS

Subsequent to the open offer for acquisition of further shares of the Company, Standard Greases & Specialties Private Limited (SGSPL) emerged as a single largest shareholder of this Company. Post completion of the offer SGSPL requested for reclassification of their status from ‘public shareholder’ to ‘joint promoter’ along with Andrew Yule & Company Limited and re-classification of status of Janus Consolidated Finance Private Limited, Person Acting in Concert in the concerned open offer, from ‘public shareholder’ to ‘part of promoter group’.

The matter was considered by the Board of Directors at its 309^th meeting held on 11^th August, 2016. On meeting the requisite eligibility criteria, the Board pursuant to the provisions of Regulation 31A(2) and 31A(8) of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 approved the said re-classification and necessary disclosure thereof was made to the Stock Exchanges and required effect was given in the shareholding pattern of the Company.

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 to various geographies around the world.

INTERNATIONAL OPERATIONS

During the year your Company has invested in 100% shares of Price Thomas Holdings Limited (PTHL), 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 product pricing internationally. Also, the range of products and its sales distribution network have been beneficial for the Company''s international operations. GOCL mainly operates in United Kingdom and key brands marketed inter alia include Granville, Gunk, Nova, Autosol and Turtle Wax.

Other than as stated above and besides holding 100% shares of Veedol International Limited the Company has two wholly owned subsidiaries viz. Veedol International DMCC (VID), Dubai and Veedol International BV (VIBV), Netherlands to cater to the Middle East Asian Region and Europe, respectively.

Veedol Deutschland GMBH (VDG) has been incorporated as a 100% subsidiary of Veedol International BV to relaunch the brand in Germany, Austria and Switzerland.

Further Veedol International Americas Inc. has also been floated as a wholly owned subsidiary of Veedol International Limited, UK. This has relaunched Veedol in Andean region of South America.

Veedol International Limited has also licensed the Veedol brand to a licensee in North America and Mexico and other licensees in Bangladesh, Ecuador and Republic of South Africa for sales thereat.

WIND ENERGY BUSINESS

During the year 2016-17, the revenue generated from the Wind Energy Project amounted to Rs.1.70 crores. The Company produces enough clean energy to offset its electricity consumption from fossil fuel sources. The sector is poised to provide adequate returns over the years.

DIVIDEND

In view of present financial results, your Directors have the pleasure in recommending a final Dividend of 2000% (Rs.100.00 per ordinary share) on the Ordinary Shares of Rs. 5/- each for the financial year 2016-17 as against 1750% (Rs.87.50 per ordinary share) for the previous year to the equity shareholders of the Company. The Directors at its 310^th Meeting held on 25^th November, 2016 declared interim dividend of 1000% (Rs.50.00 per ordinary share) involving a total dividend outflow of Rs.17.42 crores. The same was distributed to the Shareholders on 12^th December, 2016. The final dividend is in addition to the interim dividend, as already distributed. The Dividend Distribution Policy is enclosed with this report. The same is also available at the official website of the Company at the weblink www.tidewaterindia.com/wp-content/uploads/2017/02/ DIVIDEND%20DISTRIBUTION%20 POLICY.pdf

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with a certificate from the Statutory Auditors of the Company and declaration by the Managing Director forms part of this report.

SUBSIDIARY COMPANIES

On acquisition of 100% shares, Veedol International Limited had become a wholly owned subsidiary of the company with effect from October, 2011. Further to explore possibilities of marketing the products under ‘Veedol’ brand in the Middle East Asian Markets, your Company had floated another wholly owned subsidiary under the name Veedol International DMCC at Dubai, UAE. With a view to cater to the European Markets (excepting the DACH region), the company had set up another wholly owned subsidiary viz. Veedol International BV, having its office at Amsterdam, the Netherlands.

As the ‘Veedol’ brand enjoys considerable brand equity in the DACH region, Veedol Deutschland GMBH had been set up as a 100% subsidiary of Veedol International BV. Veedol Deutschland GMBH had initiated its marketing operations for the DACH region and the same operates from Langenfeld, Germany.

Veedol International Americas Inc. has been incorporated as a 100% subsidiary of Veedol International Limited. Veedol International Americas Inc. markets Veedol products in the Andean region of South America. This Company operates from Ontario, Canada.

During the year your Company has also acquired 100% shares of Price Thomas Holdings Limited (PTHL), having a wholly owned subsidiary viz. Granville Oil & Chemicals Limited, which has its own manufacturing facility and is engaged in manufacturing and selling of lubricants and automotive after care products throughout United Kingdom (UK). GOCL operates from Rotherham, UK.

The Statement of Accounts along with the Report of the Board of Directors and Auditors relating to your Company''s Overseas Subsidiaries viz. Veedol International Limited, Veedol International DMCC, Veedol International BV and Price Thomas Holdings Limited for the financial year 2016-17 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 26^th July, 2017.

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 Ventures Companies as per the Companies Act, 2013 is annexed to the Consolidated Financial Statement and hence not repeated here for the sake of brevity.

The policy for determining material subsidiaries, as approved may be referred to at the official website of the Company at the weblink www.tidewaterindia.com/ wp-content/uploads/2017/02/Material-Subsidiary-Policy.pdf

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements have been prepared in accordance with the principles and procedures for the preparation and presentation of Consolidated Accounts as set out in the Indian Accounting Standards (IndAS) on Consolidated Financial Statements notified by the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statement together with Auditors'' Report forms part of the Annual Report.

The group recorded a Consolidated Profit before Tax of Rs. 159.31 crores for the financial year 2016-17 as compared to Rs. 128.83 crores, as achieved in the preceding year.

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, 2017, 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 of the 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 along with the purpose for which the loan or guarantee is proposed to be utilized by the recipient is provided in the financial statements (Please refer Note 4,5 and 27.1 to the Standalone Financial Statement). 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 Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 also.

TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION & 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) Rules, 2016, read with Notification No. G.S.R. 178(E) dated 28^th February, 2017 as issued by the Ministry of Corporate Affairs all shares in respect of which dividend has remained unpaid or unclaimed for a period of seven years are being transferred by the Company, within the stipulated due dates, to the Investor Education and Protection Fund (IEPF). A list of such shareholders along with their folio number or DP. ID.-Client ID., who have not claimed their dividends for the last seven consecutive years i.e. 2009-10 to 2015-16 (2008-09 being the base year) and whose shares are therefore liable for transfer to the IEPF Demat account, has been displayed on the website of the Company at www.tidewaterindia.com/wp-content/ uploads/2017/05/Shareholders-details.pdf besides sending individual communication to the concerned shareholders and issuance of public notice.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 28^th September, 2016 (date of last AGM) on the Company''s website (www.tidewaterindia.com) and also on the Ministry of Corporate Affairs'' website.

CORPORATE WEBSITE

The websites of your company, www.tidewaterindia.com and www.veedolindia.com carry comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard to products, plants and various depots, financial 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, 2017 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 D. S. Chandavarkar has been appointed as Additional Director with effect from 30^th May, 2017. He will hold office up to the date of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received notice under Section 160 of the Companies Act, 2013 proposing his appointment as Director.

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and your Company''s Articles of Association, Shri Subir Das and Shri Vinod S. Vyas, Directors retire by rotation and are eligible for re-appointment.

The Board on recommendation of the Nomination and Remuneration Committee has recommended reappointment of Shri S.Sundareshan and Smt. N. Palchoudhuri, Independent Directors till 2^nd November, 2020 and 6^th April, 2021, respectively. Special Resolutions in connection with the said re-appointments are appearing in the Notice convening the 94^th Annual General Meeting of the Company.

Appropriate resolution seeking appointment of Shri D.S. Chandavarkar as Director is also appearing in the Notice convening the 94^th Annual General Meeting of the Company.

The Notice convening the 94^th Annual General Meeting of the Company also contains an Ordinary Resolution with respect to extension of term of appointment of Shri R. N. Ghosal, Managing Director of the Company. Considering his extra-ordinary performance and valuable guidance provided to the Company, the Board of Directors (the Board) on recommendation of the Nomination & Remuneration Committee of the Board decided to extend the term of appointment of Shri Ghosal till the close of business on 28^th February, 2019.

Brief resume/details relating to Shri R.N. Ghosal, Shri D. S. Chandavarkar, Shri S. Sundareshan, Shri Subir Das, Shri Vinod S. Vyas and Smt. N. Palchoudhuri are furnished in the said notice.

Shri Praveen P. Kadle resigned from the Board of Directors of the Company with effect from 15^th May, 2017 in view of re-organisation of capital structure of nominating entity. The same have been noted by the Board at its 312^th meeting held on 30^th May 2017. The Board of Directors also placed on record the valued guidance received from him during his tenure of directorship in the Company.

Pursuant to Regulation 36(3)(c) of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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.

POLICY ON DIRECTORS'' APPOINTMENT & REMUNERATION

Section 178 of the Companies Act, 2013 is applicable to the Company. The Company appoints Independent Directors, being persons having rich experience and domain knowledge, to serve on the Board. Independent Directors are initially appointed by the Board on recommendation of the Nomination & Remuneration Committee. Non-Executive Directors are appointed by the Board from time to time, subject to the approval of the shareholders. Executive Director(s) are appointed based on their performance and their contribution towards the Company. Appointment(s) of all Directors are formalized on approval of the shareholders.

The Company has framed a Remuneration Policy, in relation to remuneration of Directors, Key Managerial Personnel and Senior Management, as recommended by the Nomination & Remuneration Committee of the Board of Directors. The same, inter-alia contains matters stated under Section 178 of the Companies Act, 2013 read with Securities & Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The criteria of making payment to Non-Executive Directors are also stated in the aforesaid policy. 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 & Remuneration Policy, as framed, is enclosed with the Directors'' Report as Annexure II.

Shri R. N. Ghosal, Managing Director does not receive any remuneration from any other subsidiary company. This may be deemed to be a disclosure as required under Section 197(14) of the Companies Act, 2013.

A statement indicating manner in which annual evaluation of the Board (including Committees) and individual Directors is carried out has been provided separately in this report.

Necessary disclosure as required under Schedule V of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided under Corporate Governance report in relation to remuneration of Shri R. N. Ghosal, Managing Director.

ANNUAL EVALUATION OF BOARD''S 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 carried out has been amended during the year in terms of guidance notes issued by the Securities & 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.

Separate meeting of Independent Directors was held on 10^th February, 2017, 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.

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 these social responsibilities can enhance overall performance.

The Board of Directors of the Company, in this regard, has devised a Corporate Social Responsibility (CSR) Policy which, inter-alia states mode of constitution of CSR Committee, activities which can be undertaken, mode of implementation, quantum of investment, etc. The same is available on the Company''s website at the weblink www.tidewaterindia.com/wp-content/ uploads/2017/02/CSR-Policy.pdf. The said policy is also enclosed with the Directors'' Report as Annexure III. Imparting of training to mechanics/garage owners for skill development by way of setting up an auto-mechanic school had been identified as a CSR activity being covered under Schedule VII of the Companies Act, 2013.

The CSR Committee has also been constituted by the Board, which as on 31^st March, 2017 comprises of Shri A. Mukherjee, as Chairman, Shri R. N. Ghosal and Shri S. Das. The Committee met twice during the year on 13^th May, 2016 and 30^th May, 2016 to monitor CSR activities undertaken, review scope of CSR activities, etc. The Company has set up auto-mechanic schools at Kolkata, Silvassa and Faridabad. Utkarsh continued to provide consultancy service for CSR activities, during the year under review.

The details in relation to CSR reporting as required under Rule 8 of Companies (CSR Policy) Rules, 2014 is enclosed with this report as Annexure IV.

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.

RISK MANAGEMENT

The Company has identified various risks faced by it from different areas. As required under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a Risk Management Plan for the Company which includes inter-alia identification of elements of risks which may threaten the existence of the Company. Structures are present so that risks are inherently monitored and controlled.

Relevant details of the Risk Management Plan including implementation thereof and the Risk Management Committee have been furnished under the Corporate Governance Report.

EMPLOYEE WELFARE SCHEME & TRUST

In terms of the approval of the shareholders dated 2^nd March, 2011, your Company implemented Tide Water Oil Co. (India) Ltd. Employee Welfare Scheme for granting/allotting options to the eligible employees of the Company through Tide Water Oil Co. (India) Ltd. Employee Welfare Trust. With the promulgation of Securities & Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations) the existing scheme and the provisions of the existing Trust had been aligned with that of the provisions contained in the said Regulation. Subsequent to the sanction of the shareholders, the scheme and the trust had been rechristened as Tide Water Oil Company (India) Limited Employee Benefit Scheme and Tide Water Oil Company (India) Limited Employee Benefit Trust respectively.

Pursuant to Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, the required details, for the year 2016-17, 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) 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
		Nil

There has been no material change in the concerned scheme during the year under review. The provisions of aligned scheme are in compliance with the SBEB Regulations. Necessary detail as referred in Regulation 14 of SBEB Regulations read with Circular number CIR/ CFD/POLICY CELL/2/2015 dated 16^th June, 2015 as issued by SEBI, is uploaded on the Company''s website at the weblink www.tidewaterindia.com/wp-content/ uploads/2017/03/SEBI-SBEB-Regulation14.pdf

A Certificate from the Auditors of the Company as required under Regulation 13 of SBEB Regulations is enclosed as Annexure V.

FURTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

i. Extract of the Annual Return

The details forming part of the extract of the Annual Return is enclosed as Annexure - VI.

ii. Number of Board Meetings

There were 5 (Five) meetings of the Board of Directors held during the year 2016-17 on 13^th May, 2016, 30^th May, 2016, 11^th August, 2016, 25^th November, 2016 and 10^th February, 2017. The details of attendance of the Directors in the said Board Meetings have been furnished in the Corporate Governance Report. Details of Committee Meetings held during 2016-17 and attendance thereof by each Director is also furnished in the said Corporate Governance Report.

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. As on 31^st March, 2017 none of the Directors of the Company hold shares or convertible instruments of the Company.

iv. Composition of Audit Committee

The Board has constituted the Audit Committee which comprises of Shri A. Mukherjee as the Chairman, Shri S. Sundareshan, Shri S. Roy Choudhury and Shri Subir Das. 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 2016-17, the Company entered into transactions, cumulative value whereof amounts to Rs. 108.33 crores with Standard Greases & Specialties Pvt. Ltd. (SGSPL), Joint Promoter of the Company which is close to the threshold limit stated under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 but exceeds the limit stated under Rule 15 of the Companies (Meetings of Board & its Powers) Second Amendment Rules, 2015 as further amended by Notification No. GSR 309(E) dated 30^th March, 2017 issued by the Ministry of Corporate Affairs. 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 as there is no grease plant 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 2016-17, the Company also entered into transactions, cumulative value whereof amounts to Rs. 114.15 crores with JX Nippon TWO Lubricants India Pvt. Ltd. (JXTL), Associate Company which is close to the threshold limit stated under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 but exceeds the limit stated under Rule 15 of the Companies (Meetings of Board & its Powers) Second Amendment Rules, 2015 as further amended by Notification No. GSR 309(E) dated 30^th March, 2017 issued by the Ministry of Corporate Affairs. Pursuant to the Joint Venture Agreement, as executed between JXTL, JXTG Nippon Oil & Energy Corporation (formerly JX Nippon Oil & Energy Corporation) and the Company, Tide Water Oil Co. (I) Ltd. pays franchise fees to JXTL, in connection with manufacturing and selling of ''ENEOS'' range of products. This is on arms length and in ordinary course of business.

The details in Form AOC-2 of material transaction(s) entered into by the Company with its related parties are enclosed as Annexure VII. 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 were no related party transaction during 2016-17, which were material in nature in terms of provisions of the Companies Act, 2013 and rules made there under, requiring disclosure as prescribed under Section 188(2) of the Companies Act, 2013.

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 in nature. While granting omnibus approval, the Company complied with the provisions of Securities & Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 Company''s website at the weblink www.tidewaterindia.com/wp-content/uploads/ 2017/02/RELATED-PARTY-TRANSACTION-POLICY-1.pdf. The details of the transactions with related party 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.

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

i. Financial summary or highlights: As detailed under the heading ‘Performance and State 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 resigned during the year:

a.	Directors appointed	: Shri B.J.Mahanta Shri D. S. Chandavarkar
b.	Directors resigned	: Shri Kallol Datta Shri R.K.Singh Shri Praveen P. Kadle
c.	Change in KMPs	: None (term of appointment of Shri R. N. Ghosal, Managing Director has been proposed to be extended till the close of business on 28th February, 2019)

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

a. Subsidiaries: During the year your Company has acquired 100% shares of Price Thomas Holdings Limited (PTHL), having a wholly owned subsidiary viz. Granville Oil & Chemicals Limited. As such PTHL is now considered to be a wholly owned subsidiary and GOCL is considered to be a step down subsidiary.

Other than above, there has been no change in the subsidiaries during the year 2016-17.

b. Joint Venture Company (JVC): There has been no change in JVC during the year 201617.

c. Associate Companies: There are no Associate Companies, in terms of provisions of the Companies Act, 2013.

v. Details relating to deposits: There were no fixed deposits 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 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 Company''s 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 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.

DISCLOSURE AS PER RULE 5(1) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016

The disclosure as required under Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 is enclosed with this report as Annexure VIII.

Your company has not paid any remuneration attracting the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016. Necessary information as required under the said Rule has been appended to this report.

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.

AUDITOR & AUDITOR’S REPORT

Since the present term of appointment of Messrs. Ray & Ray, Chartered Accountants will conclude at the closure of this 94^th Annual General Meeting, the Board of Directors of the Company, vide its resolution dated 30^th May, 2017, subject to the approval of the shareholders, appointed Messrs. Price Waterhouse Chartered Accountants LLP, who have expressed their willingness and eligibility, as Auditors to conduct the statutory audit of the company for the year ended 31^st March, 2018 and accordingly their name has been proposed for appointment. Members are requested to consider the appointment of M/s Price Waterhouse Chartered Accountants LLP as the Statutory Auditors of the Company for the financial year ending on 31^st March, 2018 and authorize the Board of Directors to decide on their remuneration.

There are on qualifications made by the statutory auditors in their report

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

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year 201617 by the Secretarial Auditor, Shri Manoj Prasad Shaw of M/s. Manoj Prasad Shaw & Co., Practicing Company Secretaries, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor''s Report is attached as Annexure IX and forms a part of this report of Directors. There are no qualifications made by the Secretarial Auditor in his Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under Regulation 34(2)(f) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility 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

1. Steps taken or impact on 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. Centralised air conditioner in some parts of the plant were replaced with split air conditioners which resulted in reduction of power consumption upto 18000 units per year.

ii. 36 watt electrical fittings were replaced with18 watt EELED lights, saving power consumption to the extent of 4500 units per year.

iii. Re-orientation of on/off switch in 1 litre line conveyor resulted in decrease of power consumption up to 500 units per year.

iv. Existing pump of additive tank was replaced with energy efficient pump which resulted in decrease of power consumption by 672 units for 2016-17.

TURBHE

Capping machine and filling machine were replaced with a monoblock filling machine along with single belt conveyor and other accessories saving electricity consumption to the extent of 1500 units per year.

ORAGADAM

i. Detuning of Harmonics was introduced in the electrical supply to avoid distribution loss and to protect electrical equipments.

ii. Existing luminaries were replaced with LED systems.

2. Steps taken by the Company for utilizing alternate sources of energy

None in particular

3. Capital investment on energy conservation equipments

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.

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. 0.40 crores
	(last year Rs. 0.07 crores)
b. Recurring :	Rs. 1.44 crores
	(last year Rs. 1.47 crores)
c. Total :	Rs. 1.84 crores
	(last year Rs. 1.54 crores)
d. Total R&D :	0.16 %
Expenditure	(last year 0.14 %)
as percentage
of total
turnover

C. FOREIGN EXCHAGE EARNINGS AND OUTGO

Foreign Exchange earnings during the year under review was Rs. 2.41 crores (last year Rs. 3.09 crores) while Foreign Exchange outgo was Rs. 150.15 crores (last year Rs. 155.56 crores).

ACKNOWLEDGEMENT

The Board of Directors would like 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 Company''s Bankers / Shareholders / all other Stakeholders and the esteemed customers for their continued support.

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

On behalf of the Board Kolkata

Sunil Munshi

30^th May, 2017 Chairman

---

Mar 31, 2016

Dear Shareholders,

The Directors take pleasure in presenting their Ninety Third Annual Report on the operations of the Company together with audited accounts for the year ended 31st March, 2016.

Amount (Rupees in crores)

Year ended 31st March, 2016			Year ended 31st March, 2015
The Accounts before charging depreciation show a profit of		138.10		250.86
From which has been deducted :
Depreciation (Net)	7.24		7.45
Provision for Taxation 53.17		60.41 77.69	72.25	79.70 171.16
To which is added the balance brought forward from the last accounts of		438.05		304.61
The Directors have transferred to General Reserve		515.74		475.77
Leaving a balance of		515.74		475.77
The Directors have paid Interim Dividend @750% (p.y. 500%) on the Ordinary Shares amounting to		13.07		8.71
And the Directors now recommend a final dividend @1750% (p.y. 1250%) on the Ordinary Shares amounting to		30.49		21.78
Tax on Dividend		7.86		7.23
Leaving a balance to be carried forward		464.32		438.05

Note : Percentages of Interim Dividend for the financial year 2015-16 & Interim Dividend and Final Dividend for the financial year 2014-15 have been adjusted to factor in the effect of issue of sub-divided and bonus shares.

PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

The performance of your Company during the year under review was commendable. The turnover recorded a significant increase to reach Rs. 1274.05 crores (net of discount and rebates Rs. 1148.29 Crores), the highest in the history of the Company, compared to Rs.1207.28 Crores (net of discount and rebates Rs. 1111.28 Crores) in the previous year, an increase of 5.53%. Notwithstanding the sluggishness in lubricant industry, volatility in input costs, challenging economic environment and intense competition from major oil companies including multinational corporations, the increase in turnover could be possible through continued focus on strategy of boosting its brand equity through extensive campaigns on the electronic media for its offerings in diesel and petrol segments, rationalization of operations in tune with market conditions, elaborate activity at field level and implementation of growth strategies. The Company achieved an Profit before Tax (PBT) of Rs. 155.35 crores as compared to an operating PBT of Rs. 93.07 crores, in the preceding year. The PBT as recorded during 2014-15 was Rs. 243.41 crores, which included adjustment of exceptional items to the tune of Rs. 150.34 crores, representing profit on transfer of business as Slump Sale to Joint Venture Company (JVC) promoted with JX Nippon Oil & Energy Corporation, Japan (JXNOE), profit on sale of property at Royapuram, Chennai and depreciation written back in view of change of depreciation method. During the year 2015-16, an amount of Rs. 24.49 crores, being exceptional item on account of provision for loss on investment in overseas subsidiaries since inception has been adjusted from the operating profit stated above, resulting in a PBT of Rs. 130.86 crores. Continued focus on the premium segment supported by innovative brand building measures and efficient procurement strategy has helped the Company to post such result. However, declining demand growth of automotive lubricants, lower sump size and increasing marketing expenditure continue to put pressure on the margins and volumes in the lubricant industry.

Nonetheless, the present brand equity of the Company’s products has enabled the Company to stay in good stead even in such a turbulent market thus effectively combating the stagnating demand. Greater emphasis has been put on marketing and promotion of the core products to sustain growth and consolidate position in the market. The volume of sales also recorded a corresponding increase due to mix of higher ‘bazaar’ sales and procurement of bulk industrial orders. With the plethora of lubricant options for customers, your Company has been able to differentiate its products by entering into tie up with few leading Original Equipment Manufacturers due to its superior R&D capabilities.

The Company’s Plants at Silvassa, Turbhe, Oragadam, Faridabad and Ramkristopur continue to be accredited under ISO 9001:2008 quality standards. The Silvassa and Oragadam Plants had obtained accreditation under ISO 14001:2004 for environmental standards. The support provided by the Company’s accredited R&D Centers has immensely helped in improving the quality of products and upgrading product formulation.

The Company’s products primarily marketed under the ‘VEEDOL’ brand name are well established and accepted in the industry for their quality and range.

Subsequent to formation of the Joint Venture Company (JVC) viz. JX Nippon TWO Lubricants India Private Limited (JXTL), wherein your Company and JXNOE have 50:50 stake, marketing of the ‘ENEOS’ brand of products continue to be undertaken by JXTL. The production facilities, warehousing, logistic and other ancillary support continue to be extended by your Company to the JVC. Details of performance of this joint venture are stated in the later part of the report.

ISSUE OF SUB-DIVIDED AND BONUS SHARES

Considering the prolonged demand of the shareholders, the Board at its 305^th Board Meeting held on 28^th January, 2016, subject to approval of the shareholders:

1. resolved to sub-divide every existing fully paid equity share of Company having face value of Rs. 10/- each to two equity shares having face value of Rs. 5/- each, fully paid up; and

2. recommended issue of bonus shares in the ratio 1:1, to the existing equity shareholders of Company.

Resolutions with regard to aforesaid matters, were duly sanctioned by the shareholders vide resolution dated 7th March, 2016. As such, 17th March, 2016, was determined as the record date, for reckoning the members who would be:

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

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

A new ISIN (INE484C01022) for the shares bearing face value of Rs. 5/- each, had been generated. The old ISIN (INE484C01014) issued in relation to the existing shares, stood de-activated upon issue of the new ISIN. On 18^th March, 2016 and 21^st March, 2016, each of the beneficiaries’ account maintained with the Depositories had been credited with the sub-divided shares and bonus shares, respectively. On 21^st March, 2016, share certificates had also been dispatched to the shareholders, holding shares in physical mode.

The new shares continue to be listed in the same Stock Exchanges (viz. National Stock Exchange, Calcutta Stock Exchange and Bombay Stock Exchange-permitted category), are freely tradable and similar to the existing shares in all respects, save and except its face value, distinctive number and ISIN. Listing and trading approval, in relation to the said shares had been obtained on 18^th March, 2016 and 22^nd March, 2016, respectively.

Consequential modifications have also been carried out in the authorized share capital of the Company, to factor in both the effect of the said sub-division of shares and sanction of the shareholders for increase thereof to Rs. 20 crores.

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

Particulars	Pre sub-division and bonus issue	Post sub-division and bonus issue
Authorized Capital	Rs. 3,00,00,000 consisting of 30,00,000 equity shares of Rs. 10/each fully paid up.	Rs. 20,00,00,000 consisting of 4,00,00,000 equity shares of Rs. 5/each fully paid up
No. of shares	8,71,200	34,84,800
Face Value	Rs. 10/- each fully paid up.	Rs. 5/- each fully paid up
Issued and Paid Up Capital	Rs. 87,12,000	Rs. 1,74,24,000
Distinctive Number	From 1 to 871200	From 1 to 3484800
ISIN	INE484C01014	INE484C01022

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 to various geographies around the world.

INTERNATIONAL OPERATIONS

The Company has floated two wholly owned subsidiaries viz. Veedol International DMCC, Dubai and Veedol International BV, Netherlands to cater to the Middle East Asian Region and Europe, respectively.

Veedol Deutschland GMBH has been incorporated as a 100% subsidiary of Veedol International BV to relaunch the brand in Germany, Austria and Switzerland.

Further Veedol International Americas Inc. has also been floated as a wholly owned subsidiary of Veedol International Limited, UK. This has relaunched Veedol in Andean region of South America.

Veedol International Limited has also licensed the Veedol brand to a licensee in North America and another licensee at Bangladesh for sales thereat.

The international operations are beginning to gain traction and expected to start giving returns in the next few years.

INTERNATIONAL ACQUISITION

Your Directors take great pleasure in informing that during the year under review the Company explored the possibility to invest in 100% shares of Price Thomas Holdings Limited (PTHL), having a wholly owned subsidiary, viz. Granville Oils & Chemicals Limited (GOCL), United Kingdom (UK), which is engaged in manufacturing and selling of lubricants and automotive after care products. Since GOCL has its own manufacturing facility, it is envisaged to result in competitive product pricing. Also, the range of products and its sales distribution network is expected to add synergy to the proposed transaction.

Subsequent to necessary due diligences and valuation, the Share Purchase Agreement had been finally executed and exchanged on 19^th April, 2016. GBP 9.59 million was paid as consideration for the said investment. Completion formalities had concluded on 28^th April, 2016.

GOCL mainly operates in UK and key brands marketed inter alia include Granville, Gunk, Nova, Autosol and Turtle Wax. The Consolidated Turnover and Profit before Tax of PTHL for the year ended 31^st December, 2015 amounted to GBP 11.30 million (previous year GBP 10.92 million) and GBP 1.54 million (previous year GBP 0.87 million), respectively. As PTHL and GOCL have become subsidiary and sub-subsidiary company of your Company, post 31^st March, 2016, no specific information, as applicable for subsidiary companies under any relevant statute, in force, has been provided in this Annual Report.

WIND ENERGY BUSINESS

During the year 2015-16, the revenue generated from the Wind Energy Project amounted to Rs.1.29 Crores. The Company produces enough clean energy to offset its electricity consumption from fossil fuel sources. The sector is poised to provide adequate returns over the years.

DIVIDEND

In view of improved financial results, your Directors have the pleasure in recommending a final Dividend of 1750% (Rs.87.50 per ordinary share) on the Ordinary Shares of Rs. 5/- each for the financial year 2015-16 as against 1250%* (Rs.250.00 per ordinary share of Rs. 10/- each) for the previous year to the equity shareholders of the Company. In view of improved operations, the Directors at its 304^th Meeting held on 2^nd November, 2015 declared interim dividend of 750%* (Rs.150.00 per ordinary share of Rs. 10/- each) involving a total dividend outflow of Rs.13.07 Crores. The same was distributed to the Shareholders on 30^th November, 2015. The final dividend is in addition to the interim dividend, as already distributed.

* Please refer note in Page 16.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with a certificate from the Statutory Auditors of the Company and declaration by the Managing Director forms part of this report.

SUBSIDIARY COMPANIES

On acquisition of 100% shares, Veedol International Limited had become a wholly owned subsidiary of the Company with effect from October, 2011. Further to explore possibilities of marketing the products under ‘Veedol’ brand in the Middle East Asian markets, your Company had floated another wholly owned subsidiary under the name Veedol International DMCC at Dubai, UAE.

With a view to cater to the European markets (excepting the DACH region), the company had set up another wholly owned subsidiary viz. Veedol International BV, having its office at Amsterdam, Netherlands.

As the ‘Veedol’ brand enjoys considerable brand equity in the DACH region, Veedol Deutschland GMBH had been set up as a 100% subsidiary of Veedol International BV. Veedol Deutschland GMBH had initiated its marketing operations for the DACH region and the same operates from Lancefield, Germany.

Veedol International Americas Inc. has been incorporated during the year as a 100% subsidiary of Veedol International Limited. Veedol International Americas Inc. markets Veedol products in the Andean region of South America. This Company operates from Ontario, Canada.

The Statement of Accounts along with the Report of the Board of Directors and Auditors relating to your Company’s overseas subsidiaries viz., Veedol International Limited, Veedol International DMCC and Veedol International BV for the financial year 2015-16 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 28th September, 2016.

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 Ventures Companies as per the Companies Act, 2013 is annexed to the Consolidated Financial Statement and hence not repeated here for the sake of brevity.

The policy for determining material subsidiaries, as approved may be referred to at the official website of the Company at the we blink www.tidewaterindia.com/ pdf/Material-Subsidiary-Policy.pdf.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements have been prepared in accordance with the principles and procedures for the preparation and presentation of Consolidated Accounts as set out in the Accounting Standards (AS21) on Consolidated Financial Statements notified by the Companies’ Accounting Standard Rules, 2006, (as amended). The Audited Consolidated Financial Statements together with Auditors’ Report form part of the Annual Report.

The group recorded a Consolidated Profit before Tax of Rs. 145.94 Crores for the financial year 2015-16 as compared to Rs. 232.12 Crores, as achieved in the preceding year. As stated under ‘Performance and State of Company’s Affairs’, Consolidated Profit before Tax of 2014-15, included adjustment to the extent of Rs. 150.34 Crores towards exceptional items.

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, 2016, 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 of the 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 along with the purpose for which the loan or guarantee is proposed to be utilized by the recipient is provided in the financial statements (Please refer Note 10, 11, 23.1 and 23.5 to the standalone financial statement). 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 Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 also.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUND

Relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 22^nd July, 2015 (date of last AGM) on the Company’s website (www.tidewaterindia.com), as also on the Ministry of Corporate Affairs’ website.

CORPORATE WEBSITE

The website of your company, www.tidewaterindia.com carries a comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard to products, plants and various depots, financial performance of your Company and other matters.

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

Save and except as stated under ‘International Acquisition’ there were no other material changes and commitments, affecting the financial position of the Company which have occurred between 1^st April, 2016 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 Praveen P. Kadle and Shri Vinod S. Vyas have been appointed as Additional Directors with effect from 14^th March, 2016. Shri B.J. Mahanta has been appointed as Additional Director with effect from 13^th May, 2016. They will hold office upto the date of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received notices under Section 160 of the Companies Act, 2013 proposing their appointment as Directors.

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and your Company’s Articles of Association, Shri Sunil Munshi, Director retires by rotation and is eligible for re-appointment.

The Board on recommendation of the Nomination and Remuneration Committee has recommended reappointment of Shri Subir Roy Choudhury and Shri A. Mukherjee, Independent Directors till 28^th August, 2020 and 31^st March, 2020, respectively. Special Resolutions in connection with the said re-appointments are appearing in the Notice convening the 93^rd Annual General Meeting of the Company.

Appropriate resolutions seeking appointment of Shri Praveen P. Kadle, Shri B.J. Mahanta and Shri Vinod S. Vyas as Directors are also appearing in the Notice convening the 93^rd Annual General Meeting of the Company. Brief resume/details relating to Shri Subir Roy Choudhury, Shri Praveen P. Kadle, Shri B.J.Mahanta, Shri Sunil Munshi, Shri A. Mukherjee and Shri Vinod S. Vyas are furnished in the said notice.

Shri Kallol Datta and Shri R.K.Singh resigned from the Board of Directors of the Company with effect from 11^th

August, 2016 and 22^nd April, 2016, respectively in view of envisaged paucity of adequate time as deemed necessary for effective discharge of their duties as Directors of the Company. The same have been noted by the Board at its 309^th and 307^th meetings held on 11^th August, 2016 and 13^th May, 2016, respectively. The Board of Directors also placed on record the valued guidance received from them during their tenure of directorship in the Company.

Pursuant to Regulation 36(3)(c) of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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.

POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION

Section 178 of the Companies Act, 2013, is applicable to the Company. The Company appoints Independent Directors, being persons having rich experience and domain knowledge, to serve on the Board. Independent Directors are initially appointed by the Board on recommendation of the Nomination & Remuneration Committee. Non-Executive Directors are appointed by the Board from time to time, subject to the approval of the shareholders. Executive Director(s) are appointed based on their performance and their contribution towards the Company. Appointment(s) of all Directors are formalized on approval of the shareholders.

The Company has framed a Remuneration Policy, in relation to remuneration of Directors, Key Managerial Personnel and Senior Management, as recommended by the Nomination & Remuneration Committee of the Board of Directors. The same, inter-alia contains matters stated under Section 178 of the Companies Act, 2013 read with Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The criteria of making payment to Non-Executive Directors are also stated in the aforesaid policy. The details of such policy i.e. summary, web link, etc. have been furnished in the Corporate Governance Report forming part of this Annual Report.

The Nomination & Remuneration Policy, as framed, is enclosed with the Directors’ Report as Annexure II.

Shri R. N. Ghosal, Managing Director does not receive any remuneration from any other subsidiary company. This may be deemed to be a disclosure as required under Section 197(14) of the Companies Act, 2013.

A statement indicating manner in which annual evaluation of the Board (including Committees) and individual Directors is carried out has been provided separately in this report.

Necessary disclosure as required under Schedule V of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided under Corporate Governance report in relation to remuneration of Shri R. N. Ghosal, Managing Director.

ANNUAL EVALUATION OF BOARD’S 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 has been framed by the Company for this purpose establishing, inter-alia, qualifications, positive attributes, independence of Directors and determination of criteria based on which such evaluation is required to be carried out. Separate meetings of Independent Directors were held on 7^th April, 2015 and 14^th March, 2016 wherein the said policy was approved and required evaluation was carried out in terms of the approved policy thereof. More details on the same is given in the Corporate Governance Report.

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 these social responsibilities can enhance overall performance.

The Board of Directors of the Company, in this regard, has devised a Corporate Social Responsibility (CSR) Policy which, inter-alia states mode of constitution of CSR Committee, activities which can be undertaken, mode of implementation, quantum of investment, etc. The same is available on the Company’s website at the we blink www.tidewaterindia.com/pdf/CSR-Policy.pdf. The said policy is also enclosed with the Directors’ Report as Annexure III. Imparting of training to mechanics/garage owners for skill development by way of setting up an auto-mechanic school had been identified as a CSR activity being covered under Schedule VII of the Companies Act, 2013.

The CSR Committee has also been constituted by the Board, which as on 31^st March, 2016 comprises of Shri A. Mukherjee, as Chairman, Shri R. N. Ghosal, and Shri S. Das. The Committee met twice during the year on 30^th May, 2015 and 18^th November, 2015 to monitor CSR activities undertaken, review scope of CSR activities, etc. The Company has set up auto-mechanic schools at Kolkata, Silvassa and Faridabad. Utkarsh continued to provide consultancy service for CSR activities, during the year under review.

The details in relation to CSR reporting as required under Rule 8 of Companies (CSR Policy) Rules, 2014 is enclosed with this report as Annexure IV.

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.

RISK MANAGEMENT

The Company has identified various risks faced by it from different areas. As required under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a Risk Management Plan for the Company which includes inter-alia identification of elements of risks which may threaten the existence of the Company.

Structures are present so that risks are inherently monitored and controlled.

Relevant details of the Risk Management Plan including implementation thereof and the Risk Management Committee have been furnished under the Corporate Governance Report.

EMPLOYEE WELFARE SCHEME & TRUST

In terms of the approval of the shareholders dated 2^nd March, 2011, your Company implemented Tide Water Oil Co. (India) Ltd. Employee Welfare Scheme for granting/allotting options to the eligible employees of the company through Tide Water Oil Co. (India) Ltd. Employee Welfare Trust. With the promulgation of Securities & Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations), the Board of Directors of the Company vide their resolution dated 7^th April, 2015, proposed to align the existing scheme and the provisions of the existing Trust, with that of the said Regulation. Shareholders vide their postal ballot resolution dated 14^th January, 2016, sanctioned the said alignment. In line with the said sanction, the scheme and the trust have been rechristened as Tide Water Oil Company (India) Limited Employee Benefit Scheme and Tide Water Oil Company (India) Limited Employee Benefit Trust. Further consequential modifications, as detailed in the postal ballot notice dated 2^nd November, 2015, have been carried out, for aligning the provisions of the Scheme and Trust with the said newly promulgated regulations and the Companies Act, 2013.

Pursuant to Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, the required details, for the year 2015-16, are stated as under:

a. Options granted Nil

b. Options vested Not Applicable

c. Options exercised Not Applicable

d. Total number of shares arising as Not Applicable a result of exercise of option

e. Options lapsed Not Applicable

f. Exercise price Not Applicable

g. Variation of terms of options Not Applicable

h. Money realized by exercise of Not Applicable options

i. Total number of options in force

j. Employee wise details of options granted to

i. Key managerial personnel(s) Nil

ii. Any other employee who Nil receives a grant of options in any one year of option amounting to five percent or more of options granted during the year

iii. Identified employees who Nil were granted option(s), 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 Save and except, as stated hereinabove, there has been no material change in the concerned Scheme. The provisions of aligned scheme are in compliance with the SBEB Regulations. Necessary detail as referred in Regulation 14 of SBEB Regulations read with Circular number CIR/CFD/POLICY CELL/2/2015 dated 16^th June, 2015 as issued by SEBI, is uploaded on the Company’s website at the we blink www.tidewaterindia.com/pdf/SEBI-SBEB-Regulation 14.pdf

A Certificate from the Auditors of the Company as required under Regulation 13 of SBEB Regulations is enclosed as Annexure V.

FURTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

i. Extract of the Annual Return

The details forming part of the extract of the Annual Return is enclosed as Annexure - VI.

ii. Number of Board Meetings

There were 7 (Seven) meetings of the Board of Directors held during the year 2015-16 on 7^th April, 2015, 30^th May, 2015, 13^th August, 2015, 26^th September, 2015, 2^nd November, 2015, 28^th January, 2016 and 14^th March, 2016. The details of attendance of the Directors in the said Board Meetings have been furnished in the Corporate Governance Report. Details of Committee meetings held during 2015-16 and attendance thereof by each Director is also furnished in the said Corporate Governance Report.

iii. Changes in Share Capital

The paid up share capital as at the beginning of the year was Rs. 0.87 Crores divided into 8,71,200 ordinary shares of Rs. 10/- each, fully paid up. Subsequently, in line with the shareholders resolution dated 7^th March, 2016, the Committee of the Board of Directors of the Company vide their resolutions dated 7^th March, 2016 and 18^th March, 2016, issued 17,42,400 sub-divided shares of Rs. 5/- each fully paid up in lieu of 8,71,200 equity shares of Rs. 10/- each and further 17,42,400 bonus shares in the ratio 1:1 bearing face value of Rs. 5/- each, fully paid up, respectively. Necessary details relating to the issue of sub-divided and 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 share capital as on 31^st March 2016 was Rs. 1.74 Crores divided into 34,84,800 ordinary shares of Rs. 5/- each, fully paid up.

Save and except, as stated above, the Company has not issued any ordinary shares nor shares with differential voting rights nor granted stock options nor sweat equity, during the year. As on 31^st March,

2016 none of the Directors of the Company hold shares or convertible instruments of the Company.

iv. Composition of Audit Committee

The Board has constituted the Audit Committee which comprises of Shri A. Mukherjee as the Chairman, Shri S. Sundareshan, Shri S. Roy Choudhury and Shri S. Das. 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 2015-16, the Company entered into transactions, cumulative value whereof amounts to Rs. 132.86 Crores with Standard Greases & Specialties Pvt. Ltd. (SGSPL) which exceeds the threshold limit stated under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with Rule 15 of the Companies (Meetings of Board & its Powers) Second Amendment Rules, 2014. 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 as there is no grease plant 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. The details in Form AOC-2 for material transaction(s) entered into by the Company with its related party is enclosed as Annexure VII. 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. Except as stated above as there were no other related party transaction during 2015-16, which were material in nature in terms of provisions of the Companies Act, 2013 and rules made there under, no disclosure is provided as prescribed under Section 188(2) of the Companies Act, 2013, for other related party transactions.

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 in nature. While granting omnibus approval, the Company complied with the provisions of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Shareholders’ sanction is also obtained for material related party transaction 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 Company’s website at the we blink www.tidewaterindia.com/pdf/RELATED-PARTY-TRANSACTION-POLICY.pdf. The details of the transactions with related party are provided in the accompanying financial statements. The details of the said policy and other relevant details 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 and State 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 resigned during the year :

a. Directors appointed : Shri Praveen P. Kadle Shri B.J. Mahanta (w.e.f. 13^th May, 2016) Shri Vinod S. Vyas

b. Directors resigned : Shri Kallol Datta (w.e.f. 11^th August, 2016) Shri R.K. Singh (w.e.f. 22^nd April, 2016)

c. Change in KMPs : None

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

a. Subsidiaries : There has been no change in the subsidiaries during the year 2015-16.

b. Joint Venture Company (JVC): There has been no change in JVC during the year 201516.

c. Associate Companies: There are no Associate Companies, in terms of provisions of the Companies Act, 2013.

v. Details relating to deposits: There were no fixed deposits 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 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 Company’s 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 for reference.

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

DISCLOSURE AS PER RULE 5(1) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016

The disclosure as required under Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 is enclosed with this report as Annexure VIII.

Your company has not paid any remuneration attracting the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016. Necessary information as required under the said Rule has been appended to this report.

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.

AUDITOR & AUDITOR’S REPORT

M/s. Ray & Ray, Chartered Accountants, retire as Auditors of your Company at the conclusion of the 93^rd Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to consider their re-appointment for financial year ending 31^st March, 2017 and authorize the Board of Directors to decide on their remuneration.

The Auditors vide their report dated 30^th May, 2016 have qualified with regard to diminution, if any, in the value of quoted investment of Rs.41 lakhs, held by the Company in Woeful Limited. Your Board of Directors do not consider this diminution as permanent hence the same has not been provided in the accounts for year 2015-16.

The Statement on Impact of Audit Qualifications as stipulated under Regulation 33(3)(d) of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure IX.

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

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year 201516 by the Secretarial Auditor, Shri Manoj Prasad Shaw of M/s. Manoj Prasad Shaw & Co., Practicing Company Secretaries, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor’s Report is attached as Annexure X and forms a part of this report of Directors. There are no qualifications made by the Secretarial Auditor in his Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under Regulation 34(2)(f) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility 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

1. Steps taken or impact on 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. Centralized air conditioner in some parts of the plant were replaced with split air conditioners which resulted in reduction of power consumption up to 7000 units per year.

ii. 36 watt electrical fittings were replaced with 18 watt EELED lights, saving power consumption to the extent of 5000 units per year.

iii. Re-orientation of on/off switch in 1 litre line conveyor resulted in decrease of power consumption upto 500 units per year.

TURBHE

Copping machine and filling machine were replaced with a monoblock filling machine along with single belt conveyor saving electricity consumption to the extent of 2715 units per year.

ORAGADAM

i. Detuning of Harmonics was introduced in the electrical supply to avoid distribution loss and to protect electrical equipments.

ii. Grease agitator in one of the cooling kettles was modified to reduce mixing duration.

2. Steps taken by the Company for utilizing alternate sources of energy

None in particular

3. Capital investment on energy conservation equipments

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.

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. 0.07 Crores

(last year Rs.0.56 Crores)

b. Recurring Rs.1.47 Crores

(last year Rs. 1.36 Crores)

c. Total Rs. 1.54 Crores

(last year Rs. 1.92 Crores)

d. Total R&D 0.12%

Expenditure as (last year 0.16 %)

percentage of

total turnover

C. FOREIGN EXCHAGE EARNINGS AND OUTGO

Foreign Exchange earnings during the year under review was Rs. 3.09 Crores (last year Rs. 1.01 Crores) while Foreign Exchange outgo was Rs. 155.56 Crores (last year Rs. 199.66 Crores).

ACKNOWLEDGEMENT

The Board of Directors would like 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 Company’s Bankers / Shareholders / all other Stakeholders and the esteemed customers for their continued support.

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

On behalf of the Board Kolkata

Subir Roy Choudhury

11^th August, 2016 Chairman

---

Mar 31, 2015

Dear Shareholders,

The Directors take pleasure in presenting their Ninety Second Annual Report on the operations of the Company together with audited accounts for the year ended 31st March, 2015.

Amount (Rupees in crores) Year ended Year ended 31st March, 2015 31st March,2014

The Accounts before charging depreciation show a profit of 250.86 112.58

From which has been deducted : Depreciation (Net) 7.45 8.82

Provision for Taxation 72.25 79.70 35.42 44.24

171.16 68.34

To which is added the balance brought forward from the last accounts of 304.61 263.48

475.77 331.82

The Directors have transferred to General Reserve - 6.83

Leaving a balance of 475.77 324.99

The Directors have paid Interim Dividend @1000% on the Ordinary Shares amounting to 8.71 -

And the Directors now recommend a final dividend @ 2500% (p.y.2000%) on the Ordinary Shares amounting to 21.78 17.42

Tax on Dividend 7.23 2.96

Leaving a balance to be carried forward 438.05 304.61

PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

Your Company has completed another year of excellent performance by achieving an impressive turnover of Rs.1207.28 Crores (net of discount and rebates Rs. 1111.28 Crores) as compared to Rs.1154.91 Crores (net of discount and rebates Rs. 1065.90 Crores) in the previous year, an increase of 4.53%. Notwithstanding the slowdown in the economy and continued fierce competition from various players in the industry, the increase in sales could be possible through adoption of aggressive marketing strategies and continued focus on the premium segment. The Profit before Tax at Rs. 243.41 Crores was substantially higher than that recorded in the previous year of Rs.103.76 Crores primarily on account of adjustment of the following exceptional items:

i. Rs.107.39 Crores representing profit on transfer of business as Slump Sale to Joint Venture Company (JVC) promoted with JX Nippon Oil& Energy Corporation, Japan (JXNOE);

ii. Rs.12.75 Crores representing profit on sale of property at Royapuram, Chennai;

iii. Rs. 30.20 Crores representing depreciation written back in view of change of depreciation method.

As such, during 2014-15, the Company achieved an operating Profit before Tax of Rs. 93.07 Crores, even though the business relating to ''ENEOS'' range of products had been transferred to the newly formed JVC viz. JX Nippon TWO Lubricants India Pvt. Ltd. (JXTL) during the year under review. This profit could be achieved through rationalization of pricing structure, adoption of austerity measures and optimum procurement of raw materials. Nonetheless, the overall lubricant industry sales volume remained stagnant due to use of better quality fuels, advanced engine design, long drain lubes and lower sump capacity.

Good brand equity of the Company''s products has helped the Company in achieving brand loyalty in niche market segments even in such a competitive market. Brand building effort remained a major focus area during the year which your company addressed by adopting a more customer-oriented approach, executing extensive campaigns on the electronic media and undertaking elaborate field level activities. The ''baazar'' segment also remained one of the main focal points during the year and tie-up with the leading Original Equipment Manufacturers (OEMs) also helped in extending the product line of the Company and increase its presence in new markets.

The Company''s Plants at Silvassa, Turbhe, Oragadam, Faridabad and Ramkristopur continue to be accredited under ISO 9001:2008 quality standards. The Silvassa and Oragadam Plants had obtained accreditation under ISO 14001:2004 for environmental standards. The support provided by the Company''s accredited R&D Centers has immensely helped in improving the quality of products and upgrading product formulation.

The Company''s products primarily marketed under the ''VEEDOL'' brand name are well established and accepted in the industry for their quality and range.

On 21st July, 2014, the Company signed an agreement with JXNOE to form a JVC viz. JXTL, wherein your Company and JXNOE have 50:50 stake. On and from commencement of operations of JXTL, marketing of the ''ENEOS'' brand of products has been undertaken by the new JVC. The production facilities, warehousing, logistic and other ancillary support are extended by your Company to the JVC. Details of performance of this joint venture are stated in the later part of the report.

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

The Company has floated two wholly owned subsidiaries viz. Veedol International DMCC, Dubai and Veedol International BV, Netherlands to cater to the Middle East Asian Region and Europe, respectively.

Veedol Deutschland GmbH has been incorporated as a 100% subsidiary of Veedol International BV to relaunch the brand in Germany, Austria and Switzerland.

Further during the year, Veedol International Americas Inc has also been floated as a wholly owned subsidiary of Veedol International Limited, UK. This shall relaunch Veedol in Andean region of South America.

Veedol International Limited has also licensed the Veedol brand to a licensee in North America and another licensee in Bangladesh for sales thereat.

WIND ENERGY BUSINESS

During the year 2014-15, the revenue generated from the Wind Energy Project amounted to Rs.1.60 Crores. The Company produces enough clean energy to offset its electricity consumption from fossil fuel sources. The sector is poised to provide adequate returns and continue to generate cash profits over the years.

DIVIDEND

In view of improved financial results, your Directors have the pleasure in recommending a final Dividend of 2500% (Rs. 250.00 per ordinary share) on the Ordinary Shares for the financial year 2014-15 as against 2000% (Rs. 200.00 per ordinary share) for the previous year to the equity shareholders of the Company. In view of improved operations, the Directors at its 298th Meeting held on 3rd November 2014 declared interim dividend of 1000% (Rs.100.00 per ordinary share) involving a total dividend outflow of Rs.8.71 Crores. The same was distributed to the Shareholders on 1 st December, 2014. The final dividend is in addition to the interim dividend, as already distributed.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India 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 Listing Agreement with the Stock Exchange(s) together with a certificate from the Statutory Auditors of the Company and declaration by the Managing Director forms part of this report.

SUBSIDIARY COMPANIES

On acquisition of 100% shares, Veedol International Limited had become a wholly owned subsidiary of the Company with effect from October, 2011. Further to explore possibilities of marketing the products under ''Veedol'' brand in the Middle East Asian markets, your Company had floated another wholly owned subsidiary under the name Veedol International DMCC at Dubai, UAE.

With a view to cater to the European markets (excepting the DACH region), the Company had set up another wholly owned subsidiary viz. Veedol International BV, having its office at Amsterdam, Netherlands.

As the ''Veedol'' brand enjoys considerable brand equity in the DACH region, Veedol Deutschland GmbH had been set up as a 100% subsidiary of Veedol

International BV. Veedol Deutschland GmbH had initiated its marketing operations for the DACH region and the same operates from Hamburg, Germany.

Veedol International Americas Inc. has been incorporated during the year as a 100% subsidiary of Veedol International Limited. Veedol International Americas Inc. will market Veedol products in the Andean region of South America. This Company operates from Ontario, Canada.

The Statement of Accounts along with the Report of the Board of Directors and Auditors relating to your Company''s Overseas Subsidiaries viz., Veedol International Limited, Veedol International DMCC and Veedol International BV for the financial year 2014-15 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.

PERFORMANCE OF SUBSIDIARIES AND JOINT VENTURE COMPANIES AS PER RULE 8(1) 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.

The policy for determining material subsidiaries, as approved may be referred to, at the official website of the Company at the weblink www.tidewaterindia.com/ pdf/Material-Subsidiary-Policy.pdf.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements have been prepared in accordance with the principles and procedures for the preparation and presentation of Consolidated Accounts as set out in the Accounting Standards (AS 21) on Consolidated Financial Statements notified by the Companies'' Accounting Standard Rules, 2006, (as amended). The Audited Consolidated Financial Statement together with Auditors'' Report forms part of the Annual Report.

The group recorded a Consolidated Profit before Tax of Rs. 232.12 Crores for the financial year 2014-15 as

compared to Rs. 100.22 Crores, as achieved in the preceding year.

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 31st March, 2015, 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 judgements 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 of the 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 the financial statement (Please refer Note No. 10, 11,22.1 and 22.8 to the standalone financial statement).

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 29th August, 2014 (date of last AGM) on the Company''s website (www.tidewaterindia.com), as also on the Ministry of Corporate Affairs'' website.

CORPORATE WEBSITE

The website of your company, www.tidewaterindia.com carries a comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard to products, plants and various depots, financial performance of your Company 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

There has been no material change(s) and commitment(s) affecting the financial position of the Company, during the period under review.

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 Sunil Munshi has been appointed as Additional Director with effect from 3rd November, 2014. He will hold office upto the date of the ensuing Annual General Meeting and is eligible for re-appointment. The

Company has received notice under Section 160 of the Companies Act, 2013 proposing his appointment as Director.

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and your Company''s Articles of Association, Shri S. Das, Director retires by rotation and is eligible for re-appointment.

On recommendation of the Nomination and Remuneration Committee, the Board on 3rd November, 2014 and 7th April, 2015 appointed Shri S. Sundareshan and Ms. Nayantara Palchoudhuri, respectively as Independent Directors designated as Additional Directors for a period of 3 years with effect from their respective date of appointment. However, being Additional Directors, they will hold office upto the date of the ensuing Annual General Meeting and are eligible for appointment for specified period(s), on approval of the shareholders. The Company has received notices under Section 160 of the Companies Act, 2013 proposing their appointment as Directors.

Appropriate resolutions seeking appointment of Shri S.Sundareshan, Shri Sunil Munshi and Ms Nayantara Palchoudhuri as Directors are appearing in the Notice convening the 92nd Annual General Meeting of the Company. Brief resume / details relating to Shri S. Das, Shri S.Sundareshan, Shri Sunil Munshi and Ms. Nayantara Palchoudhuri are furnished in the said notice.

Shri S. Swaminathan resigned from the Board of Directors of the Company with effect from 3rd November, 2014 in view of envisaged paucity of adequate time as deemed necessary for effective discharge of his duties as a Director of the Company. The same has been noted by the Board at its 298th meeting held on 3rd November, 2014. The Board of Directors also placed on record the valued guidance received from him during his tenure of directorship in the Company.

Pursuant to Clause 49 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 as and when such Directors were appointed.

POLICY ON DIRECTORS'' APPOINTMENT & REMUNERATION

Section 178 of the Companies Act, 2013, is applicable to the Company. The Company appoints Independent Directors, being persons having rich experience and domain knowledge, to serve on the Board. Independent Directors are initially appointed by the Board on recommendation of the Nomination & Remuneration Committee. Non-Executive Directors are appointed by the Board from time to time, subject to approval of the shareholders. Executive Director(s) are appointed based on their performance and their contribution towards the Company. Appointment(s) of all Directors are formalized on approval of the shareholders.

The Company has framed a Remuneration Policy, in relation to remuneration of Directors, Key Managerial Personnel, Senior Management and other employees, as recommended by the Nomination & Remuneration Committee of the Board of Directors. The same, inter- alia contains matters stated under Section 178 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement, as revised. The details of such policy i.e. summary, web link, etc. have been furnished in the Corporate Governance Report forming part of this Annual Report.

The Remuneration Policy, as framed, is enclosed with the Directors'' Report as Annexure II.

Shri R. N. Ghosal, Managing Director does not receive any remuneration from any other subsidiary company. This may be deemed to be a disclosure as required under Section 197(14) of the Companies Act, 2013.

A statement indicating manner in which annual evaluation of the Board (including Committees) and individual Directors is carried out has been provided separately in this report.

Necessary disclosure as required under Schedule V has been provided under Corporate Governance report in relation to remuneration of Shri R. N. Ghosal, Managing Director.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out during the year under review. The Board Evaluation and Diversity Policy has been framed by the Company for this purpose

establishing, inter-alia, qualifications, positive attributes, independence of Directors and determination of criteria based on which such evaluation is required to be carried out. Separate meetings of Independent Directors were held on 4th February, 2015 and 7th April, 2015 wherein the said policy was approved and required evaluation was carried out in terms thereof. More details on the same are given in the Corporate Governance Report.

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 these social responsibilities can enhance overall performance.

The Board of Directors of the Company, in this regard, has devised a Corporate Social Responsibility (CSR) Policy which, inter-alia states mode of constitution of CSR Committee, activities which can be undertaken, mode of implementation, quantum of investment, etc. The same is available on the Company''s website at the weblink www.tidewaterindia.com/pdf/CSR-Policy.pdf. The said policy is also enclosed with the Directors'' Report as Annexure III. Imparting of training to mechanics / garage owners for skill development by way of setting up an auto-mechanic school had been identified as a CSR activity being covered under Schedule VII of the Companies Act, 2013.

The CSR Committee has also been constituted by the Board, which as on 31st March, 2015 comprises of Shri

A. Mukherjee, as Chairman, Shri R. N. Ghosal and Shri S. Das. The Committee met twice during the year on 4th April, 2014 and 27th May, 2014 to finalize the CSR Policy, identify CSR activities, etc. During the year the Company has appointed an organization viz. Utkarsh for setting up the school, referred above.

The details in relation to CSR reporting as required under Rule 8 of Companies (CSR Policy) Rules, 2014 is enclosed with this report as Annexure IV.

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.

RISK MANAGEMENT

The Company has identified various risks faced by it from different areas. As required under Clause 49 of the Standard Listing Agreement with the Stock Exchange(s), the Board has adopted a Risk Management Plan for the Company which includes inter-alia identification of elements of risks which may threaten the existence of the Company. Structures are present so that risks are inherently monitored and controlled.

Relevant details of the Risk Management Plan including implementation thereof and the Risk Management Committee have been furnished under the Corporate Governance Report.

FIRE AT AHMEDABAD DEPOT

On 9th April, 2015 a fire occurred at the third party consignment depot of the Company at Ahmedabad, Gujarat. Stock of lubricants worth Rs. 1.35 Crores, approximately had been damaged. The entire stock was covered by insurance and process of claim recovery is underway. To restore normalcy of operations, the Company initiated steps for making interim supply of goods from other depots in Gujarat.

Other than above, there were no other material changes and commitments, affecting the financial positions of the Company which have occurred between 1st April, 2015 and the date of this report.

EMPLOYEE WELFARE SCHEME & TRUST

In terms of the approval of the shareholders dated 2nd March, 2011, your Company implemented Tide Water Oil Co. (India) Ltd. Employee Welfare Scheme for granting / allotting options to the eligible employees of the company through Tide Water Oil Co. (India) Ltd. Employee Welfare Trust. With the promulgation of Securities & Exchange Board of India (Share Based Employee Benefit) Regulations, 2014, the Board of Directors of the Company vide their resolution dated

7th April, 2015, proposed to align the existing scheme and the provisions of the existing Trust, with that of the said Regulation. As the amended scheme will come into effect on and from the date of approval by the shareholders, to be obtained later, no disclosure is made in this report and in accompanying financial statements, which are specifically, required for Employee Stock Option Schemes, framed under Guidelines / Regulations as promulgated by Securities Exchange Board of India, in this regard.

FURTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

i. Extract of the Annual Return

The extract of the Annual Return is enclosed as Annexure - V.

ii. Number of Board Meetings

There were 5 (Five) meetings of the Board of Directors held during the year 2014-15 on 4th April, 2014, 27th May, 2014, 11th August, 2014, 3rd November, 2014 and 4th February, 2015. The details of attendance of the Directors in the said Board Meetings have been furnished in the Corporate Governance Report. Details of Committee meetings held during 2014-15 and attendance thereof by each Director is also furnished in the said Corporate Governance Report.

iii. Changes in Share Capital

The paid up equity share capital as on 31st March, 2015 was Rs. 0.87 Crores divided into 8,71,200 ordinary shares of Rs. 10/- each, fully paid up. During the year the Company has not issued any ordinary shares nor shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015 none of the Directors of the Company hold shares or convertible instruments of the Company.

iv. Composition of Audit Committee

The Board has constituted the Audit Committee which comprises of Shri A. Mukherjee as the Chairman, Shri S. Sundareshan, Shri S. Roy Choudhury, Shri R. K. Singh and Shri S. Das. 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 2014-15, the Company entered into transactions, cumulative value whereof amounts to Rs. 101.58 Crores with Standard Greases and Specialities Private Limited which exceeds the threshold limit stated under Clause 49 of the revised Listing Agreement. However, the same is within the threshold limit as stated under Rule 15 of the Companies (Meetings of Board & its Powers) Rules, 2014. 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. As such, all related party transactions are entered on arm''s length basis, in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 read with relevant provisions of the revised Listing Agreement. As there were no related party transactions during 2014-15, which were material in nature in terms of provisions of the Companies Act, 2013 and rules made thereunder, no disclosure is provided as required under Section 188(2) of the Companies Act, 2013.

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 in nature. While granting omnibus approval, the Company complied with the provisions of Clause 49 of the revised Listing Agreement with the Stock Exchange(s). Shareholders'' sanction is also obtained for material related party transaction 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 Company''s website at the weblink www.tidewaterindia.com/pdf/RELATED-PARTY- TRANSACTION-POLICY.pdf. The details of the transactions with related party 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.

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

i. Financial summary or highlights : As detailed under the heading ''Performance and State 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 resigned during the year:

a. Director(s) appointed : Shri S. Sundareshan

Shri S. Roy Choudhury

Shri Sunil Munshi

Ms. N. Palchoudhuri

b. Director(s) resigned : Shri S. Swaminathan

c. Change in KMPs : None

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

a. Subsidiaries : Veedol International Americas Inc. (VIA) has been floated as a step-down subsidiary of the Company. All shares of VIA are held by Veedol International Limited, UK.

Other than above, there has been no change in the subsidiaries during the year 2014-15.

b. Joint Venture Company (JVC) : JX Nippon TWO Lubricants India Pvt. Ltd. (JXTL) has been incorporated on 8th August, 2014. 50% of the shares of JXTL are held by Tide Water Oil Co. (India) Ltd.

Other than this, there has been no change in JVC during the year 2014-15.

c. Associate Companies: There are no Associate Companies, in terms of the provisions of the Companies Act, 2013.

v. Details relating to deposits: There were no fixed deposits 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 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 Company''s operations in future.

viii. Adequacy of Internal Financial Control: Your Company has an adequate system of internal control procedure 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 for reference.

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

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

The disclosure as required under Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed with this report as Annexure VI.

Your company has not paid any remuneration attracting the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is required to be appended to this report, in this regard.

AUDITOR & AUDITOR''S REPORT

M/s. Ray & Ray, Chartered Accountants, retire as Auditors of your Company at the conclusion of the 92nd Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to consider their re-appointment for financial year ending 31st March, 2016 and authorize the Board of Directors to decide on their remuneration.

The Auditors vide their report dated 30th May, 2015 have qualified with regard to diminution, if any, in the value of quoted investment of Rs.0.41 Crores, held by

the Company in Webfil Limited. Your Board of Directors do not consider this diminution as permanent, hence the same has not been provided for in the accounts for the year 2014-15.

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

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year 2014- 15 by the Secretarial Auditor, Shri Manoj Prasad Shaw of M/s. Manoj Prasad Shaw & Co., Practising Company Secretaries, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor''s Report is attached as Annexure VII and forms a part of this report of Directors. There are no qualifications made by the Secretarial Auditor in his Report. However, in terms of the said report it has been observed that the Company has not appointed ''Woman Director'' pursuant to Section 149(1) of the Companies Act, 2013 and Clause 49(II)(A)(1) of the Listing Agreement, during the year.

Your Directors state that, the Company took all reasonable steps, as deemed necessary, for effecting the said appointment before expiry of the prescribed time. However, in view of involvement of procedural intricacies, the concerned appointment could be formalized only on 7th April, 2015.

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

Silvassa

i) Old traditional copper blast chokes were replaced with electronic blast chokes which resulted in reduction of power consumption upto 900 units per year.

ii) Traditional fluorescent 72 watt and 36 watt tube lights in office area were replaced with 36 watt and 18 watt EELED lights, respectively saving electric consumption to the extent of 5508 units per year.

Turbhe

Modification made in the unscrambler belt to feed bottles directly on rotating disc resulted in decrease of power consumption upto 900 units per year.

Oragadam

i) VFD was installed for Filling Machine-FM-103 Conveyor motor to control the speed drive, according to requirement, leading to energy saving.

ii) Four new Air-Conditioner were procured with 4-star rating for energy saving

iii) One old street light was replaced with LED Light, for energy saving.

2. Steps taken by the Company for utilising alternate sources of energy

None in particular

3. Capital investment on energy conservation equipments

None in particular

B. TECHNOLOGY ABSORPTION

1. Efforts made towards technology absorption

The Company had a technical collaboration agreement with JX Nippon Oil & Energy Corporation (formerly Nippon Oil Corporation), Japan, for manufacturing hi - tech lubricants. The product formulations received from collaborator have been utilized for manufacture of such products during part of the year.

After formation of the Joint Venture Company (JVC) viz. JX Nippon TWO Lubricants India Private Limited (JXTL), the technical collaboration has ceased to have effect. Now product formulations are provided by JXTL to your Company, which is utilized to manufacture products for the JVC.

2. Benefits derived

With the absorption and adoption of above technical know - how, the Company has been able to produce quality products in India, specially for the Japanese OEM Segment.

3. Information regarding imported technology

i. Technology imported for part of the year from JX Nippon Oil & Energy Corporation (formerly Nippon Oil Corporation), Japan for manufacture of hi-tech lubricants.

ii. Year of import: 1993 - 94 (agreement renewed last in 2013-14 for 1 year)

iii. Technology has been partially absorbed.

iv. Reasons for partial absorption: Manufacturing process followed does not require full absorption of imported technology.

4. Expenditure incurred on Research and Development

a. Capital Rs. 0.56 Crores (last year Rs. 0.14 Crores)

b. Recurring Rs.1.36 Crores (last year Rs. 1.28 Crores)

c. Total Rs. 1.92 Crores (last year Rs. 1.42 Crores)

d. Total R&D 0.16% Expenditure as (last year 0.12 %) percentage of total turnover

C. FOREIGN EXCHAGE EARNINGS AND OUTGO

Foreign Exchange earnings during the year under review was Rs.1.01 Crores (last year Rs. 0.53 Crores) while Foreign Exchange outgo was Rs. 199.65 Crores (last year Rs. 176.34 Crores).

ACKNOWLEDGEMENT

The Board of Directors would like 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 Company''s Bankers / Shareholders / all other Stakeholders and the esteemed customers for their continued support.

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

On behalf of the Board Kolkata Kallol Datta 30th May, 2015 Chairman

---

Mar 31, 2013

Dear Shareholders,

The Directors take pleasure in presenting their Annual Report on the operations of the Company together with audited accounts for the year ended 31st March, 2013

Amount

(Rupees in crores)

Year ended Year ended 31st March, 2013 31st March, 2012

The Accounts before charging depreciation show a profit of 103.29 95.45

From which has been deducted :

Depreciation (Net) 9.09 9.26

Provision for Taxation 31.27 40.36 27.11 36.37

62.93 59.08

To which is added the balance brought forward from the last accounts of 222.13 181.12

285.06 240.20

The Directors have transferred to General Reserve 6.29 5.91

Leaving a balance of 278.77 234.29 And the Directors now recommend a dividend @ 1500% (p.y. 1200%) on the Ordinary Shares amounting to 13.07 10.46

Tax on Dividend 2.22 1.70

Leaving a balance to be carried forward of 263.48 222.13

PERFORMANCE

Your Company has completed another successful year of operation. During the year under review the turnover recorded was the highest-ever in the history of the Company at Rs. 1084.24 crores as compared to Rs.1004.47 crores in the previous year, an increase of 7.94%. This performance is even more satisfying as it has been achieved despite difficult market conditions arising out of slowdown in the economy. Moreover, in spite of sharp rise in input costs including base oil prices internationally, the Company achieved a Profit Before Tax of Rs 94.20 crores as compared to Rs. 86.19 crores in the preceding year. The higher profit achieved was primarily on account of the rationalization of the pricing structure, adoption of austerity measures and optimum procurement of raw materials.

The brand equity of the Company''s products has helped the Company to remain in good stead even in such a turbulent business environment and enabled it to maintain brand loyalty in its niche markets. The lubricant market remained largely sluggish due to ongoing upgradation of engine design and increased usage of long drain lubes. However, your Company has been able to maintain its performance due to its continued focus on the bazaar segment. Enhancement of brand awareness also remained a major focus area during the year which your Company addressed by adopting more customer-centric approach, executing campaigns on the electronic media and undertaking elaborate field level activities. Realignment of the distribution network, efforts in maintaining direct contacts with the customers and various strategic alliances with the leading Original Equipment Manufacturers (OEM), helped your Company to achieve improved results and increase its presence in new markets.

The Company''s Plants at Silvassa, Turbhe, Oragadam and Ramkristopur continue to be accredited under ISO 9001:2008 quality standards. The Silvassa and Oragadam Plants had also obtained accreditation under ISO 14001:2004 for environmental standards. The activities carried out by the Company''s accredited R&D Centers have been successful in upgrading product formulation and the process of absorption of latest technology in the industry.

The Company''s products primarily marketed under the "VEEDOL" brand name are well established and accepted in the industry for their quality and range. The products manufactured under the technical collaboration agreement with JX Nippon Oil & Energy Corporation (formerly Nippon Oil Corporation) and marketed under the "ENEOS" brand name have established themselves in select segments.

BRAND ''VEEDOL''

During the year 2011-12, your Company acquired 100% shares of Veedol International Limited from Castrol Limited and Lubricants UK Limited, wholly owned subsidiaries of BP Plc. Through this acquisition the Company got the global rights to a wide portfolio of registered trade marks for the master brand "VEEDOL" as well as its associated product sub- brands and iconic logos. The acquisition of Veedol International Limited by your Company opened up opportunities for export and sale of lubricants under the "VEEDOL" brand to various geographies around the world. To leverage the salience of the Veedol brand in international markets, the Company has initiated steps for marketing its products in Middle East, Asia and Europe.

INTERNATIONAL OPERATIONS

The Company has established a 100% subsidiary in the United Arab Emirates, namely, Veedol International DMCC to cater to the Middle East region. Country distributors have been appointed in various countries of the GCC and Levant and the Brand relaunched. Initial response is encouraging. During the year the Company has also set up Veedol International BV in the Netherlands, as a wholly owned subsidiary. This is expected to relaunch Veedol in Europe in 2013-14.

WIND ENERGY PROJECT

During the year 2012-13, the revenue generated from the Wind Energy Project amounted to Rs. 2.48 crores. The sector is poised to provide adequate returns and continue to generate cash profits over the years.

EMPLOYEE WELFARE SCHEME AND TRUST

In terms of the approval of the shareholders dated 2nd March, 2011, your Company implemented Tide Water Oil Company (India) Limited Employee Welfare Scheme, for granting / allotting options upto 3% of the paid - up share capital of the Company, to the eligible employees of the Company through Tide Water Oil Company (India) Limited Employee Welfare Trust. This Trust has been constituted for the purpose of acquisition of ordinary shares of the Company from the secondary market, holding the ordinary shares and allocation / transfer of these shares from time to time in line with the terms and conditions specified under the Scheme. For the purpose of the said acquisition a loan of Rs. 17 crores has been obtained by the T rust from the Company. At the outset, the Trust has purchased 22,425 Ordinary Shares and the Scheme is being administered by Compensation Committee of the Board of Directors.

During the year under review the Trust has granted options of 2811 nos. underlying Ordinary Shares of the Company to the eligible employees.

However, in terms of new clarifications announced vide Circular no. CIR/CFD/DIL/3/2013 dated 17th January, 2013 and Circular no. CIR/CFD/DIL/7/2013 dated 13th May, 2013, issued by Securities Exchange Board of India (SEBI), the Scheme will be aligned with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, within stipulated time.

DIVIDEND

In view of improved financial results, your Directors have the pleasure in recommending a dividend of 1500% (Rs.150/- per ordinary share) on the Ordinary Shares for the financial year 2012-13 as against a cumulative dividend of 1200% (Rs.120/- per ordinary share) for the previous year to the equity shareholders of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India 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 Listing Agreement with the Stock Exchange together with a certificate from the Statutory Auditors of the Company and declaration by the Managing Director forms part of this report.

FIXED DEPOSITS

There were no Fixed Deposits from the public outstanding with the Company at the end of the financial year.

SUBSIDIARY

On acquisition of 100% shares, Veedol International Limited had become a subsidiary of the Company with effect from October, 2011. Moreover, to explore the possibilities of marketing the products under "Veedol" brand in Middle East, Asian and European markets, your Company has floated 100% subsidiaries under the name Veedol International DMCC in Dubai, UAE and Veedol International BV, in the Netherlands, respectively.

The statement pursuant to Section 212 of the Companies Act, 1956, containing details of the Company''s overseas subsidiaries forms part of the Annual Report.

In view of General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Audited Statement of Accounts alongwith the Report of the Board of Directors and Auditors relating to your Company''s Overseas Subsidiaries viz., Veedol International Limited, Veedol International DMCC and Veedol International BV for the financial year 2012-13 are not annexed as required under Section 212(1) of the Companies Act, 1956. 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. However, as directed by the Ministry of Corporate Affairs, Govt. of India vide the aforesaid Circular, relevant particulars of the subsidiaries have been included in the Report.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements have been prepared in accordance with the principles and procedures for the preparation and presentation of Consolidated Accounts as set out in the Accounting Standards (AS21) on Consolidated Financial Statements notified by the Companies'' Accounting Standard Rules, 2006 (as amended). The Audited Consolidated Financial Statement together with Auditors'' Report forms part of the Annual Report.

The group recorded a Consolidated Profit Before Tax of Rs. 94.18 crores for the financial year 2012-13 as compared to Rs.85.03 crores, as achieved in the preceding year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that :

i. in preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year;

iii. that the directors have 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; and

iv. that the directors have prepared the Annual Accounts for the financial year ended 31st March, 2013 on a going concern basis.

PARTICULARS OF EMPLOYEES

Your Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956. Hence, no information is required to be appended to this report in this regard.

CORPORATE WEBSITE

The website of your company, www.tidewaterindia.com carries a comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard to products, plants and various depots, financial performance of your Company and others.

DIRECTORS

Shri H. Singh has been appointed as Additional Director with effect from 31st October, 2012. He will hold office upto the date of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received notice under Section 257 of the Companies Act, 1956 proposing his appointment as Director.

In accordance with the provisions of the Companies Act, 1956 and your Company''s Articles of Association, Shri K. Datta retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

The brief resume / details relating to Shri K. Datta and Shri H.Singh are furnished in the Notice of the ensuing Annual General Meeting.

Shri I. Sengupta and Dr. G. Venkatesh resigned from the Board of Directors of the Company with effect from 30th June, 2012 and 31 st October, 2012, respectively. The Board of Directors place on record the valued guidance received from them during their tenure of directorship in the Company.

Pursuant to clause 49(IV)(G)(ia) it is disclosed that no Directors share any relationship inter-se.

AUDITOR AND AUDITORS'' REPORT

Messrs. Ray & Ray, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to consider their re-appointment for financial year ending 31st March, 2014 and authorize the Chairman to decide on their remuneration.

The observations made in the Auditors'' Report read with the Notes on Accounts are self-explanatory and do not require any further clarification.

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

COST AUDITOR

Pursuant to Order No.F.NO.52/26/CAB-2010 dated 2nd May, 2011 read with provisions as contained under Cost Accounting Records (Petroleum Industry) Rules, 2002 and General Circular No.15/2011 dated 11th April, 2011, as issued by Cost Audit Branch of the Ministry of Corporate Affairs, your Company has appointed DGM & Associates, Cost Accountants for conducting audit of the Cost Accounting Records of the Company for the year 2012-13, with regard to the lubricants business. The said appointment, as made pursuant to Section 233B of the Companies Act, 1956, has been approved by the Ministry of Corporate Affairs. The audit is underway and the Report will be submitted to the Central Government within 180 days from the close of the financial year 2012-13 as mandated under Rule 5 of the Companies (Cost Audit Report) Rules, 2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT-GO

A. Conservation of Energy :

(a) Energy conservation measures taken :

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

Silvassa :

1. Air compressors were switched off during recess which resulted in reduction of electrical power consumption upto 6240 units per year.

2. Sodium Vapour street lights are being replaced with energy efficient LED lights which are expected to reduce power consumption by 7380 units per year.

3. Tube lights with normal ballasts were replaced with electronic ballasts which resulted in reducing the electrical power consumption upto 864 units per year.

Turbhe :

For ensuring decrease in electrical energy wastage, Harmonic Filter in out HT Supply has been installed.

Oragadam :

1. Installation of low cost "Sprinkler" for watering the garden with reduction in power and water consumption.

2. Auto timer ON / OFF system introduced for street lights resulting in increase in life of the instruments and energy saving.

3. VFD introduced in 20 KL blending kettle to control the drive thereby leading to energy saving.

4. Auto level controller introduced for Bore well pump which is intended for reduction of power consumption.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy :

None in particular.

(c) Impact of measures taken for conservation of energy as well as impact on cost of production :

The measures undertaken in ''A'' above have led to reduction in fuel and electricity consumption.

B1. RESEARCH & DEVELOPMENT (R&D)

i) Government of India, Ministry of Science & Technology, Dept. of Scientific and Industrial Research has accorded recognition to the Company''s in-house R&D Unit at Oragadam, Chennai and R&D Unit at Turbhe, Mumbai. Both these units are equipped with modern testing facilities essential for lubricant industry.

ii) The R&D Units have developed a number of new products, which are required for high- tech industries and upgraded the formulations to suit the requirement of industry.

iii) The R&D Units have plans to develop new products in future.

iv) Expenditure on R&D :

a) Capital Rs. 0.04 crores

(last year Rs. 0.94 crores)

b) Recurring Rs. 1.07 crores

(last year Rs. 0.93 crores)

c) Total Rs. 1.11 crores

(last year Rs. 1.87 crores)

d) Total R & D Expenditure as percentage oftotal turnover 0.10 %

(last year 0.19%)

B2. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

i) The Company had entered into a technical collaboration agreement with JX Nippon Oil & Energy Corporation (formerly Nippon Oil Corporation), Japan, for manufacture of hi-tech lubricants. The product formulations received from collaborator have been utilized for manufacture of such products.

ii) With the absorption and adoption of above technical know-how through collaboration, the Company has been able to produce quality products in India, specially for the Japanese OEM Segment.

iii) Information regarding imported technology :

a. Technology imported from JX Nippon Oil & Energy Corporation (formerly Nippon Oil Corporation), Japan for manufacture of high- tech lubricants.

b. Year of import: 1993 - 94 (agreement renewed last in 2011-12 for 2 years)

c. Technology has been partially absorbed.

d. Absorption of technology is continuing in respect of all grades of lubricants and is expected to be completed over the period of agreement.

C. FOREIGN EXCHANGE EARNINGS:

Foreign Exchange earnings during the year under review was Rs. 0.65 crores (last year Rs. 0.60 crores) while Foreign Exchange outgo was Rs 167.07 crores (last year Rs. 136.90 crores).

ACKNOWLEDGEMENT

The Board of Directors would like 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 Company''s Bankers / Shareholders / all other Stakeholders and the esteemed customers for their continued support.

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

On behalf of the Board

Kolkata Kallol Datta

30th May, 2013 Chairman

---

Mar 31, 2012

The Directors take pleasure in presenting their Annual Report on the operations of the Company together with audited accounts for the year ended 31st 2012.

Amount (Rupees in crores)

Year ended Year ended 31st March, 2012 31st March, 2011

The Accounts before charging depreciation show a profit of 95.45 104.17

From which has been deducted : Depreciation (Net) 9.26 9.71

Provision for Taxation 27.11 36.37 30.30 40.01

59.08 64.16

To which is added the balance brought forward from the last accounts of 181.12 129.46

240.20 193.62

The Directors have transferred to General Reserve 5.91 6.42

Leaving a balance of 234.29 187.20

And the Directors now recommend a dividend @ 1200% (p.y. 600%) on the Ordinary Shares amounting to 10.46 5.23

Tax on Dividend 1.70 0.85

Leaving a balance to be carried forward of 222.13 181.12

PERFORMANCE

The performance of your Company during the year under review was satisfactory considering the slowdown in the economy. The turnover recorded was the highest-ever in the history of the Company at Rs. 1006.45 crores as compared to Rs.861.42 crores in the previous year, an increase of 16.84 %. However, the increase in crude oil price in the international markets had an adverse effect on the Profit Before Tax achieved during the year, which amounted to Rs. 86.19 crores as against Rs.94.46 crores in the preceding year. There has also been a modest rise in the volume of sales, which during the year under review was largely affected due to depressed market conditions, introduction of long-drain lubes and keen competition.

Nonetheless, during the year your Company continued to focus on the premium segment, rationalize operations in tune with market condition and adopt appropriate raw-material procurement strategies.

The Company carried on its policy of building brand equity through sustained campaigns in the media for its Veedol Brand in both diesel and petrol segments. The "Bazaar" segment remained the main focal point during the year and tie-up with the leading Original Equipment Manufacturers (OEM) also helped in extending the product line of the Company and increase its presence in new markets.

The Company's plants at Silvassa, Turbhe, Oragadam and Ramkristopur continue to be accredited under ISO 9001:2008 quality standards. The Silvassa and Oragadam Plants had also obtained accreditation under ISO 14001:2004 for environmental standards.

The Company's products primarily marketed under the "VEEDOL" brand name are well established and accepted in the industry for their quality and variety. The products manufactured under the technical collaboration agreement with JX Nippon Oil & Energy Corporation (formerly Nippon Oil Corporation) and marketed under the "ENEOS" brand name have carved out a niche for themselves in select markets.

ACQUISITION OF VEEDOL INTERNATIONAL LIMITED

During the year, your Company acquired 100% shares of Veedol International Limited from Castrol Limited and Lubricants UK Limited, wholly owned subsidiaries of BP Plc. Through this acquisition the Company got the global rights to a wide portfolio of registered trade marks for the master brand "VEEDOL" as well as its associated product sub-brands and iconic logos. The acquisition of Veedol International Limited by your Company is envisaged to open up opportunities for export and sale of lubricants under the "VEEDOL" brand in various geographies around the world.

WIND ENERGY PROJECT

During the year 2011-12, the revenue generated from the Wind Energy Project amounted to Rs. 1.98 crores. Considering the continued governmental support, the sector is poised to provide adequate returns and continue to generate cash profits over the years. The expected savings in tax of Rs. 0.45 crores due to accelerated depreciation has also been accounted for.

DIVIDEND

With a view to commemorate the highest-ever turnover achieved and the sesquicentennial year of the Andrew Yule group, your Directors recommend a special dividend of 400% in addition to the normal dividend of 800%, thereby recommending an aggregate dividend of 1200% (Rs.120/- per Ordinary Share) on the Ordinary Shares for the financial year 2011-12 as against 600% (Rs.60/- per Ordinary Share) for the previous year to the equity shareholders of the Company.

EMPLOYEE WELFARE SCHEME AND TRUST

In terms of the approval of the shareholders dated 2nd March, 2011, your Company implemented Tide Water Oil Company (India) Limited Employee Welfare Scheme, 2010-11, for granting / allotting options upto 3% of the paid - up share capital of the Company, to the eligible employees of the Company through Tide Water Oil Company (India) Limited Employee Welfare Trust. This Trust has been constituted for the purpose of acquisition of Ordinary Shares of the Company from the secondary market, holding the Ordinary Shares and allocation / transfer of these shares from time to time in line with the terms and conditions specified under the Scheme. For the purpose of the said acquisition a loan of Rs. 17 crores has been obtained by the Trust from the Company. Till date, the Trust has purchased 22,425 Ordinary Shares and the Scheme is being administered by Compensation Committee of the Board of Directors.

During the year under review the trust has granted options of 3924 nos. underlying Ordinary Shares of the Company to the eligible employees.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of

the Listing Agreement with the Stock Exchange(s) in India 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 Listing Agreement with the Stock Exchange together with a certificate from the Statutory Auditors of the Company and declaration by the Managing Director forms part of this report.

FIXED DEPOSITS

There were no Fixed Deposits from the public outstanding with the Company at the end of the financial year.

SUBSIDIARY

On acquisition of 100% shares, Veedol International Limited had become a subsidiary of the Company with effect from October, 2011. Moreover, to explore the possibilities of marketing the products under "Veedol" brand in the Middle East markets, your Company has floated another 100% subsidiary under the name Veedol International DMCC in Dubai, UAE.

The statement pursuant to Section 212 of the Companies Act, 1956, containing details of the Company's overseas subsidiaries forms part of the Annual Report.

In view of General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Audited Statement of Accounts along with the Report of the Board of Directors and Auditors relating to your Company's Overseas Subsidiaries viz., Veedol International Limited and Veedol International DMCC for the financial year ended 31st December, 2011 are not annexed as required under Section 212(8) of the Companies Act, 1956. 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. However, as

directed by the Ministry of Corporate Affairs, Govt. of India vide the aforesaid Circular relevant particulars of the subsidiaries have been included in the Report.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements have been prepared in accordance with the principles and procedures for the preparation and presentation of Consolidated Accounts as set out in the Accounting Standards (AS21) on Consolidated Financial Statements notified by the Companies' Accounting Standard Rules, 2006, (as amended). The Audited Consolidated Financial Statement together with Auditors' Report forms part of the Annual Report.

The group recorded a Consolidated Profit Before Tax of Rs. 85.03 crores for the financial year 2011-12.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. in preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year;

iii. that the directors have 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; and

iv. that the directors have prepared the Annual Accounts for the financial year ended 31st March, 2012 on a going concern basis.

PARTICULARS OF EMPLOYEES

Your Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956. Hence, no information is required to be appended to this report in this regard.

CORPORATE WEBSITE

The website of your company, www.tidewaterindia.com carries a comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard to products, plants and various depots, financial performance of your Company and others.

DIRECTORS

Dr. G. Venkatesh and Shri Swaminathan have been appointed as Additional Directors with effect from 21st September, 2011 and 30th May, 2012, respectively. They will hold office upto the date of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received notices under Section 257 of the Companies Act, 1956 proposing their appointment as Directors.

In accordance with the provisions of the Companies Act, 1956 and your Company's Articles of Association, Shri S. Das and Shri A. Mukherjee retires by rotation at the ensuing Annual General Meeting and are eligible for re - appointment.

The brief resume / details relating to Shri S. Das, Shri A. Mukherjee, Dr. G. Venkatesh and Shri S. Swaminathan are furnished in the Notice of the ensuing Annual General Meeting.

Shri S. S. Mahlawat resigned from the Board of Directors of the Company with effect from 21st September, 2011. The Board of Directors place on record the valued guidance received from him during his tenure of directorship in the Company.

Pursuant to clause 49(IV)(G)(ia) it is disclosed that no Directors share any relationship inter-se.

AUDITOR AND AUDITOR'S REPORT

Messrs. Ray & Ray, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to consider their re-appointment for financial year ending 31st March, 2013 and authorize the Chairman to decide on their remuneration.

The observations made in the Auditors' Report read with the Notes on Accounts are self - explanatory and do not require any further clarification.

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

COST AUDITOR

Pursuant to Order No.F. NO.52/26/CAB-2010 dated 2nd May, 2011 read with provisions as contained under Cost Accounting Records (Petroleum Industry) Rules, 2002 and General Circular No.15/2011 dated 11th April, 2011, as issued by Cost Audit Branch of the Ministry of Corporate Affairs, your Company has appointed DGM & Associates, Cost Accountants for conducting audit of the Cost Accounting Records of the Company for the year 2011-12, with regard to the lubricants business. The said appointment, as made pursuant to Section 233B of the Companies Act, 1956, has been approved by the Ministry of Corporate Affairs. The Audit is underway and the Report will be submitted to the Central Government within 180 days from the close of the financial year 2011-12 as mandated under Rule 5 of the Companies (Cost Audit Report) Rules, 2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT-GO A. Conservation of Energy : (a) Energy conservation measures taken :

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

Silvassa :

1. Tube lights with normal ballasts were replaced with electronic choke/ballasts which resulted in reducing the electrical power consumption upto 1,000 units per year.

2. Former Conveyer was replaced by Integrated Conveyer in 5 litre capping machine resulting in power saving of approximately 5,000 units per year.

Turbhe:

Harmonic Filter in out HT Supply has been installed, ensuring decrease in electrical energy wastage.

Oragadam :

1. Installation of low cost "Sprinkler" for watering the garden with reduction in power and water consumption.

2. Conveyor system modified in 3 No. of filling lines by eliminating one set of powered conveyor, while maintaining the throughput.

3. Capacitor bank modified to suit load pattern & to achieve optimum power factor.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy :

None in particular.

(c) Impact of measures taken for conservation of energy as well as impact on cost of production :

The measures undertaken in 'A' above have led to reduction in fuel and electricity consumption.

B1. Research and Development (R&D) :

i) Government of India, Ministry of Science & Technology, Dept. of Scientific and Industrial Research has accorded recognition to the Company's in-house R&D Unit at Oragadam, Chennai and R&D Unit at Turbhe, Mumbai. Both these units are equipped with modern testing facilities essential for lubricant industry.

ii) The R&D Units have developed a number of new products, which are required for high-

tech industries and upgraded the formulations to suit the requirement of industry.

iii) The R&D Units have plans to develop new products in future.

iv) Expenditure on R&D :

a) Capital Rs. 0.94 crores (last year NIL)

b) Recurring Rs. 0.93 crores (last year Rs. 0.91 crores)

c) Total Rs. 1.87 crores (last year Rs. 0.91 crores)

d) Total R & D Expenditure as percentage of total turnover 0.19 % (last year 0.11%)

B2. Technology Absorption, Adaptation and Innovation :

i) The Company had entered into a technical collaboration agreement with JX Nippon Oil & Energy Corporation (formerly Nippon Oil Corporation), Japan, for manufacture of hi - tech lubricants. The product formulations received from collaborator have been utilized for manufacture of such products.

ii) With the absorption and adoption of above technical know - how through collaboration, the Company has been able to produce quality products in India, specially for the Japanese OEM Segment.

iii) Information regarding imported technology:

a. Technology imported from JX Nippon Oil & Energy Corporation (formerly Nippon Oil Corporation), Japan for manufacture of high - tech lubricants.

b. Year of import: 1993 - 94 (agreement renewed last in 2011-12 for 2 years)

c. Technology has been partially absorbed.

d. Absorption of technology is continuing in respect of all grades of lubricants and is expected to be completed over the period of agreement.

C. Foreign Exchange Earnings :

Foreign Exchange earnings during the year under review was Rs. 0.60 crores (last year Rs. 0.65 crores) while Foreign Exchange outgo was Rs. 146.91 crores (last year Rs. 35.09 crores).

ACKNOWLEDGEMENT

The Board of Directors would like 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 Company's Bankers / Shareholders / all other Stakeholders and the esteemed customers for their continued support.

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

On behalf of the Board

Kolkata Kallol Datta

30th May, 2012 Chairman

---

Mar 31, 2011

The Directors are pleased to present their Annual Report on the operations of the Company together with audited accounts for the year ended 31st March, 2011.

Amount (Rupees in crores)

Year ended Year ended 31st March, 2011 31st March, 2010

The Accounts before charging

depreciation show a profit of 104,17 95.51

From which has been deducted:

Depreciation (Net) 9.71 6.18

Provision for Taxation 30.30 40.01 31.54 37.72

64.16 57.79

To which is added the balance brought

forward from the last accounts of 129.46 82.53

193.62 140.32

The Directors have transferred to General Reserve 6.42 5.78

Leaving a balance of 187.20 134.54

And the Directors now recommend

a dividend @ 600% (p.y. 500%) on the

Ordinary Shares amounting to 5.23 4.36

Tax on Dividend 0.85 0.72

Leaving a balance to be carried forward of 181.12 129.46

PERFORMANCE

Your Company posted another year of satisfactory performance. The turnover recorded was the highest-ever in the history of the Company at Rs. 861.42 crores as compared to Rs. 75.1.58 crores in the previous year, an increase of 14.61 %

The incessant rise in the crude oil prices during the year resulted in escalation of raw material prices, thereby putting the margins under pressure, but your Company partially hedged its needs with timely procurement of base oil both from domestic and international sources, keeping the cost pressures within manageable limits. Despite the above, your Company achieved a Profit Before Tax of Rs. 94.46 crores as compared to Rs. 89.33 crores in the previous year primarily due to continued focus on niche segments and efficiency in procurement of raw material.

The lubricants market remained largely sluggish due to increased usage of long - drain lubes. However, your Company has been able to maintain its performance due to its continued focus on the bazaar segment. Enhancement of brand equity also remained a major focus area during the year which your Company addressed by adopting a more customer - oriented approach, executing extensive campaigns on the electronic media and undertaking elaborate field level activities. With the plethora of lubricant options for customers, your Company has been able to differentiate its products by entering into a tie up with a few leading Original Equipment Manufacturers (OEM) due to its superior R&D capabilities.

The Companys plants at Silvassa, Oragadam and Ramkristopur continue to be accredited under ISO 9001:2008 quality standards. The Silvassa and Oragadam Plants had also obtained accreditation under IS014001:2004 for environmental standards.

The Companys products primarily marketed under the "VEEDOL" brand name are well established and recognized in the industry for their quality and range. The products manufactured under the technical collaboration agreement with JX Nippon Oil & Energy Corporation (formerly Nippon Oil Corporation) and marketed under the "ENEOS" brand name have carved out a niche for themselves in select markets.

WIND ENERGY PROJECT

During the year 2010-11, the revenue generated from the wind energy project amounted to Rs. 2.01 crores. With the on-going Governmental support this sector is expected to display improving performance. Cash profits are being generated from the first year. The expected saving in tax of Rs. 0.88 crores due to accelarated depreciation has been accounted for.

DIVIDEND

In view of the satisfactory financial results, your Directors have the pleasure in recommending a Dividend of 600% (Rs.60.00 per Ordinary Share) on the Ordinary Shares for the financial year 2010-11 as against 500% (Rs. 50.00 per Ordinary Share) for the

previous year to the equity shareholders of the Company.

EMPLOYEE WELFARE SCHEME

In terms of the approval of the shareholders dated 2nd March, 2011, your Company implemented Tide Water Oil Company (India) Limited Employee Welfare Scheme, 2010-11, for granting/allotting options upto 3% of the paid-up share capital of the Company, to the eligible employees of the Company through Tide Water Oil Company (India) Limited Employee Welfare Trust. This Trust has been constituted for the purpose of acquisition of Ordinary Shares of the Company from the secondary market, holding the Ordinary Shares and allocation / transfer of these shares from time to time in line, with the terms and conditions specified under the Scheme. Till date, the Trust has purchased 22,425 Ordinary Shares and the Scheme is being administered by Compensation Committee of the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India 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 Listing Agreement with the Stock Exchange(s) together with a certificate from the Statutory Auditors of the Company and declaration by the Executive Director forms part of this report.

FIXED DEPOSITS

There were no Fixed Deposits from the Public outstanding with the Company at the end of the financial year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year;

(iii) that the directors have 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; and

(iv) that the directors have prepared the Annual Accounts for the financial year ended 31 st March, 2011 on a going concern basis.

PARTICULARS OF EMPLOYEES

Your Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

CORPORATE WEBSITE

The website of your company, www.tidewaterindia.com carries a comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard to products, plants and various depots, financial performance of your Company and others.

DIRECTORS

Shri Arun Kumar Datta and Shri S. S. Mahlawat have been appointed as Additional Directors with effect from 20th April, 2011 and 30th May, 2011 respectively. They will hold office upto the date of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received notices under Section 257 of the Companies Act, 1956 proposing their appointment as Director.

In accordance with the provisions of the Companies Act, 1956 and your Companys Articles of Association, Shri K. Datta retires by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

The brief resume / details relating to Shri K. Datta, Shri A. K. Datta and Shri S. S. Mahlawat, are furnished in the Notice of the ensuing Annual General Meeting.

Shri Ved Prakash and Dr. Gulshan Raj resigned from the Board of Directors of the Company with effect from 29th October, 2010 and 20th April, 2011 respectively. The Board of Directors place on record the valued guidance received from them during their tenure of directorship in the Company.

AUDITOR AND AUDITORS REPORT

Messrs. Deloitte Haskins & Sells, Chartered Accountants, the retiring Auditors expressed their unwillingness to be re-appointed as Auditors of the Company for the financial year 2011 -12. The Company has received an approach from Messrs. Ray & Ray, Chartered Accountants, who have expressed their willingness and eligibility to conduct the statutory audit of the Company for the year ending 31 st March, 2012. Members are requested to consider the appointment of Messrs. Ray & Ray, Chartered Accountants, as the Statutory Auditors of the Company for financial year ending 31st March, 2012 and authorise the Chairman to decide on their remuneration.

The observations made in the Auditors Report read with the Notes on Accounts are self-explanatory and. do not require any further clarification.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT-GO

A. Conservation of Energy:

(a) Energy conservation measures taken :

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

Silvassa:

1. Conventional Screw and Gear pumps for handling chemical additives were replaced by Energy Efficient Vane pumps (3 Nos.) resulting in energy savings, reducing the batch cycle time & maintenance.

2. Tube lights with normal ballasts were replaced with electronic ballasts (30 Nos.) to reduce electrical power consumption.

Turbhe:

1. Bulk handling of major chemical additives supplied in ISO tanks was introduced ¦ during the year to reduce batch cycle time and losses.

2. In 1 Ltr filling machine, the motor conveyor has been replaced by inclined path which allow the empty containers to reach under the filling point using gravitational force which saves electrical energy.

Oragadam :

1. Provision of VFD for Grease Dosing Pump Motor for improving process efficiency, optimizing batch time as well as power consumption.

2. Modified grease processing sequence and reduced batch cycle time. This in turn resulted in energy saving.

3. Capacitor banks modified to monitor & achieve a PF above 0.95.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy :

None in particular

(c) Impact of measures taken for conservation of energy as well as impact on cost of production :

The measures undertaken in A above have led to reduction in fuel and electricity consumption.

B1. Research and Development (R&D):

i) Government of India, Ministry of Science & Technology, Dept. of Scientific and Industrial Research has accorded recognition to the Companys in-house R&D Unit at Oragadam, Chennai and R&D Unit at Turbhe, Mumbai. Both these units are equipped with modern testing, facilities essential for lubricant industry.

ii) The R&D Units have developed a number of new products, which are required for high- tech industries and upgraded the formulations to suit the requirement of industry.

iii) The R&D Units have plans to develop new products in future.

iv) Expenditure on R&D :

a) Capital Rs. NIL

(last year Rs. 1.44 crores)

b) Recurring Rs. 0.91 crores

(last year Rs. 0.83 crores)

c) Total Rs. 0.91 crores

(last year Rs. 2.27 crores)

d) TotalR&D Expenditure as percentage of total turnover 0.11 %

(last year 0.30%)

B2. Technology Absorption, Adaptation and Innovation:

i) The Company had entered into a technical collaboration agreement with JX Nippon Oil & Energy Corporation (formerly Nippon Oil Corporation), Japan, for manufacture of hi- tech lubricants. The product formulations received from collaborator have been utilised for manufacture of such products.

ii) With the absorption and adoption of above technical know-how through collaboration, the Company has been able to produce quality products in India, specially for the Japanese OEM Segment.

iii) Information regarding imported technology:

a) Technology imported from JX Nippon Oil & Energy Corporation (formerly Nippon Oil Corporation), Japan, for manufacture of high-tech lubricants.

b) Year of import : 1993-94 (agreement renewed last in 2005-06 for 5 years)

(c) Technology has been partially absorbed.

(d) Absorption of technology is continuing in respect of all grades of lubricants and is expected to be completed over the period of agreement.

ACKNOWLEDGEMENT

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

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

On behalf of the Board Kolkata Kallol Datta

30th May, 2011 Chairman

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Mar 31, 2010

The Directors are pleased to present their Annual Report on the operations of the Company together with audited accounts for the year ended 31st March, 2010.

Amount (Rupees in crores)

Year ended Year ended 31st March, 2010 31st March, 2009

The Accounts before charging

depreciation show a profit of 95.51 49.17

From which has been deducted :

Depreciation (Net) 6.18 3.39

Provision for Taxation 31.54 37.72 18.23 21.62

57.79 27.55 To which is added the balance brought

forward from the last accounts of 82.53 60.78

140.32 88.33

The Directors have transferred to General Reserve 5.78 2.75

Leaving a balance of 134.54 85.58

And the Directors now recommend a dividend @ 500% (P.Y. 300%) on the Ordinary Shares amounting to 4.36 2.61

Ta x on Dividend 0.72 0.44

Leaving a balance to be carried forward of 129.46 82.53

PERFORMANCE

Your Company delivered another year of stellar performance and improved its operating margins through continued focus on building its brand equity and presence in bazaar segment. The turnover achieved during the year 2009-10 even surpassed the record turnover as achieved during the previous year by 23.11% to Rs. 751.58 crores as compared to Rs. 610.48 crores in the previous year.

In spite of the financial downturn witnessed by the Indian economy during the first half of 2009, which though had shown indications of some stability in the second half, your Company had been able to notch up an impressive performance throughout the year achieving a year end Profit Before Tax of Rs. 89.33 crores during 2009 -10 as compared to 45.78 crores during the previous year,an increase of around 95.13%.

Notwithstanding the competition in industry, your Company adopted a more customer-oriented approach focusing on creating brand awareness. The bazaar segment had been the major marketing focus during the year which your Company addressed through specially designed campaigns. Your Company had been able to tie-up with a few Original Equipment Manufactures (OEM) with a view to reinforce its value proposition. All these coupled with an unstinted effort to achieve further growth helped your Company to not only accomplish but even surpass the goals set during the year under review.

The Companys plants at Silvassa, Turbhe, Oragadam and Ramkristopur continue to be accredited under ISO9001:2000 quality standards. The Silvassa Plant has also obtained accreditation under ISO 14001 for environmental standards. Oragadam plant, wherein the operations of the Royapuram plant was shifted, became operational during the year under review.

The Companys products primarily marketed under the “VEEDOL” brand name are well established and accepted in the industry for their quality and variety. The products manufactured under the technical collaboration agreement with Nippon Oil Corporation (formerly Mitsubishi Oil Co. Ltd.) and marketed under the “ENEOS” brand name have carved out a niche for themselves in select markets.

WIND ENERGY PROJECT

During the year under review your Company invested in two windmills with a total capacity of 3 MW for generation of renewable energy at Tamil Nadu. With the Governmental support, the wind energy sector is poised to grow further in future. In view of the same, the investment made by your Company in this sun - rise sector, is envisaged to provide adequate returns in the times to come.

DIVIDEND

In view of the improved financial results, your Directors have the pleasure in recommending a Dividend of 500% (Rs.50.00 per ordinary share) on the Ordinary Shares for the financial year 2009-10 as against 300%

(Rs.30.00 per ordinary share) for the previous year to the equity shareholders of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India 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 Listing Agreement with the Stock Exchange(s) together with a certificate from the Statutory Auditors of the Company and declaration by the Executive Director forms part of this report as Annexure II.

FIXED DEPOSITS

There were no Fixed Deposits from the Public outstanding with the Company at the end of the financial year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that :

(i) in preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year;

(iii) that the directors have 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; and

(iv) that the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2010 on a going concern basis.

PARTICULARS OF EMPLOYEES

Your company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956. Hence, no information is required to be appended to this report in this regard.

CORPORATE WEBSITE

The website of your company, www.tidewaterindia.com carries a comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard to products, plants and various depots, financial performance of your Company and others.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and your Companys Articles of Association, Shri S. Das and Shri A.Mukherjee retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

The brief resume / details relating to Shri Das and Shri Mukherjee, are furnished in the Notice of the ensuing Annual General Meeting.

AUDITOR AND AUDITORS REPORT

Messrs. Deloitte Haskins & Sells, Chartered Accountants retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to consider their re- appointment for financial year ending 31st March, 2011

and authorize the Chairman to decide on their remuneration.

The observations made in the Auditors Report read with the Notes on Accounts are self-explanatory and do not require any further clarification.

A Statement detailing significant Accounting Policies of the Company is annexed to the Accounts.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT-GO

A. Conservation of Energy :

(a) Energy conservation measures taken :

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

Silvassa :

1. Installation of wind driven turbo ventilators.

2. Installation of jet mixtures in blending kettle to improve the product quality and save electrical energy.

3. Installation of Stabinger viscometer to reduce testing time and save electrical energy.

Turbhe :

1. Installation of 32 nos. five star rated split air - conditioners to save on consumption of electrical energy.

Oragadam :

1. Installation of Variable Frequency Drive in blending kettle to save power.

2. Installation of capacitors for improving “pf” factor and conservation of energy.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy :

None in particular

(c) Impact of measures taken for conservation of energy as well as impact on cost of production :

The measures undertaken in A above have led to reduction in fuel and electricity consumption.

B1. Research and Development (R&D) :

i) Government of India, Ministry of Science & Technology, Dept. of Scientific and Industrial Research has accorded recognition to the Companys in-house R&D Unit at Royapuram, Chennai and R&D Unit at Deonar, Mumbai. Both these units are equipped with modern testing facilities essential for petroleum industry.

ii) The R&D Units have developed a number of new products, which are required for high- tech industries and upgraded the formulations to suit the requirement of industry.

iii) The R&D Units have plans to develop new products in future.

iv) Expenditure on R&D :

a) Capital Rs. 1.44 crores

(last year Rs. 0.04 crores)

b) Recurring Rs. 0.83 crores

(last year Rs. 0.65 crores)

c) Total Rs. 2.27 crores

(last year Rs. 0.69 crores)

d) Total R & D Expenditure as percentage of total turnover 0.30%

(last year 0.11%)

B2. Technology Absorption, Adaptation and Innovation :

i) The Company had entered into a technical collaboration agreement with Nippon Oil Corporation (formerly Mitsubishi Oil Co. Ltd.), Japan, for manufacture of hi-tech lubricants. The product formulations received from collaborator have been utilised for manufacture of such products.

ii) With the absorption and adoption of above technical know-how through collaboration, the Company has been able to produce quality products in India.

iii) Information regarding imported technology :

a) Technology imported from Nippon Oil Corporation (formerly Mitsubishi Oil Co. Ltd.), Japan for manufacture of high-tech lubricants.

b) Year of import : 1993-94 (agreement renewed last in 2005-06 for 5 years)

(c) Technology has been partially absorbed.

(d) Absorption of technology is continuing in respect of all grades of lubricants and is expected to be completed over the period of agreement.

C. Foreign Exchange Earnings :

Foreign Exchange Earnings during the year under review was Rs. 0.40 crores (last year Rs. 0.49 crores) while Foreign Exchange Out-go was Rs. 51.56 crores (last year Rs. 55.61 crores).

ACKNOWLEDGEMENT

The Board of Directors would like 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.

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

On behalf of the Board

Kolkata Kallol Datta

26th May, 2010 Chairman