Dear Shareholders,
Your Directors take pleasure in presenting their One Hundredth Annual
Report on the operations of the Company together with audited accounts for the year ended
31st March, 2023.
|
|
|
|
(in Rs. crores) |
|
Standalone |
Standalone |
Consolidated |
Consolidated |
Particulars |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
Year ended 31st March, 2023 |
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 before remained
sluggish. Despite the efforts undertaken towards premiumization, severe competition
coupled with relentless rise in input costs kept the bottom-line subdued during the year
under review. Nevertheless, the Company continues to focus on value improvement
initiatives, launch of new cost-effective products and review of its pricing strategies
which are envisaged to overcome the headwinds in times to come. During the year the
Company achieved a Profit before Tax (PBT) of Rs. 106.07 crores compared to Rs. 136.39
crores in the preceding year. Profit
Tax for the year under review was at Rs. 84.63 crores against Rs.
106.08 crores in the previous year.
CONSOLIDATED
During the financial year ended 31 st March, 2023 the
Company achieved a turnover (net of discount and rebates) of Rs.1853.80 crores as compared
to Rs.1535.71 crores for previous year.
The Consolidated Profit before Tax was at Rs.147.07 crores compared to
Rs.160.11 crores for the preceding year. Profit
Tax for the year under review was at Rs.115.95 crores against Rs.121.66
crores in the previous year.
The Company's wholly owned step down subsidiary Granville
Oil & Chemicals Limited (GOCL) performed creditably during the year
under review. During the financial year endedst 31 March, 2023 GOCL achieved a
turnover of GBP 27.92 million as compared to GBP 21.59 million for previous year. The
Profit before Tax was higher at GBP 5.52 million as compared to GBP 2.93 million for the
preceding year.
During the year 2022-23, Eneos Tide Water Lubricants India Pvt.
Ltd. (formerly JX Nippon TWO Lubricants India Pvt. Ltd.) (ETWL), the
joint venture company wherein your Company holds 50% stake achieved a turnover of Rs.
208.20 crores as compared to Rs. 182.57 crores for the previous year. The Company achieved
a (PBT) of Rs. 22.47crores as compared to Rs. 31.28 crores in the preceding year.
BRAND VEEDOL'
With the acquisition of Veedol International Limited, the Company got
the global rights to a wide portfolio of registered trademarks for the master brand
VEEDOL' as well as its associate product sub-brands and iconic logos. The
Company has exploited this opportunity for marketing lubricants under the
VEEDOL' brand in various geographies around the world.
INTERNATIONAL OPERATIONS
Your Company has invested in 100% shares of Veedol UK
Limited (formerly Price Thomas Holdings Limited), having a wholly owned
subsidiary viz. Granville Oil & Chemicals Limited (GOCL), which is engaged in
manufacturing and selling of lubricants and automotive after care products. Since GOCL has
its own manufacturing facility, it has resulted in competitive as product pricing
internationally. Also, the range of products and its after sales distribution network have
been beneficial for the 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 31st
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 8th September, 2022 your Company had paid an interim
dividend of 250% (Rs. 5.00 per ordinary share) for financial 2022-23 involving a total
dividend outflow of Rs. 8.71
Further on 8th December, 2022 your Company had paid a second
interim dividend of 600% (Rs. 12.00 per ordinary share) for year 2022-23 involving a total
dividend outflow of f urther
Rs. 20.91 crores. In addition to the aforesaid, on 9th March,
2023 your Company had paid a third interim dividend of 500% (Rs. finyear 2022-23 involving
10.00 per ordinary share) for a total dividend outflow of further Rs. 17.42 crores. In
viewof present financial results, your Directors have the pleasure in recommending a final
dividend of 750% (Rs.15 per ordinary share) on the Ordinary Shares of Rs. 2/- each for the
financial year 2022-23. The final dividend that will be recommended for
2022-23 will be distributed to the eligible shareholders within 30
(thirty) days from the date of the 100th Annual General Meeting.
The final dividend is in addition to the interim dividends, as already
distributed. The Dividend Distribution Policy is available at the official website of the
Company at the weblink https://www.
veedolindia.com/sites/default/files/assets/pdf/DIVIDEND%20 DISTRIBUTION%20POLICY.pdf.
Dividend(s) declared / to be declared were / is in line with the policy referred above.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements)
Regulations, 2015, as amended, is presented in a separate section
forming part of the Annual Report as Annexure I.
CORPORATE GOVERNANCE
Your Directors affirm their commitment to good Corporate
Governance practices. The report on Corporate Governance as per the
requirement of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, together with a certificate from a
Practicing
Company Secretary and declaration by the Managing Director forms part
of this report.
SUBSIDIARY COMPANIES
Veedol International Limited, Veedol International DMCC, Veedol
Deutschland GmbH and Veedol UK Limited (formerly
Price Thomas Holdings Limited) continue to be the wholly owned overseas
subsidiary companies of the Company. As on 31st 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 23rd August, 2023. However, for
the purpose of inspection, the documents shall also be available at the website of the
Company year at www.veedolindia.com under Financials of Subsidiary Companies'.
.
PERFORMANCE OF SUBSIDIARIES AND JOINT VENTURE COMPANIES AS PER RULE
8(4) OF THE COMPANIES (ACCOUNTS) RULES, 2014
A report on the performance and the financial position of each of the
Subsidiaries and Joint Venture Companies as per the Companies Act, 2013 is annexed to the
Consolidated Financial Statement and hence not repeated here for the sake of brevity.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to Directors' Responsibility Statement, it is hereby confirmed
that:
i. In the preparation of the annual accounts for the financial year
ended 31st March, 2023, the applicable accounting standards had been followed
along with the proper explanation relating to material departures, if any;
ii. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss ofthe
Company for that period;
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. The Directors had prepared the annual accounts on a going concern
basis;
v. The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls were adequate and
operating effectively; and
vi. The Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loan given, investment made and guarantee given
alongwith the purpose for which the loan or guarantee is proposed to be utilized by the
recipient is provided in thefinancial statements (Please refer Note 4, 5, 36, and 37 to
the Standalone Financial Statements). No loan / advance is outstanding to any subsidiary,
associate or any firm / company in which the Directors are interested. This may be
regarded as a disclosure as required under Schedule V of the Securities and Exchange Board
of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended.
TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION
FUND
Pursuant to the provisions of Section 124 of the Companies Act, 2013
and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Second Amendment
Rules, 2019, read with all relevant notifications as issued the
Ministry of Corporate Affairs from time to time all shares in respect of which dividend
has remained unpaid or unclaimed for a period of seven consecutive years have been
transferred by the Company, within the stipulated due date, to the Investor Education and
Protection Fund (IEPF). Members / claimants whose shares or unclaimed dividend, have been
transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the
shares or apply for a refund by approaching the Company for issue of
Entitlement Letter along with all the required documents before making
an application to the IEPF Authority in Form IEPF 5
(available on http://www.iepf.gov.in) along with requisite fee as
decided by the IEPF Authority from time to time.
The member / claimant can file only one consolidated claim in a
financial year as per the IEPF Rules.
Details of shareholders alongwith their folio number or DP. ID. and
Client ID., who have not claimed their dividends for the last seven consecutive years i.e.
2015-16 (final dividend) to 2021-22 (inclusive of interim and final dividend) and whose
shares are therefore liable for transfer to the IEPF Demat Account, are displayed on the
website of the Company at https://www.
veedolindia.com/investor/shareholders-details-for-transfer- to-iepf. Actual transfers are
effected after sending individual communication to the concerned shareholders and issuance
of public notice. Members are requested to ensure that they claim the dividends and
shares, before they are transferred to the said fund.
The Company has uploaded the details of unpaid and unclaimed amounts
lying with the Company as on 31st 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,
with regard to products, plants and various depots, performance of your Company, corporate
policies and others.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business, during the period
under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
During the year, there were no material changes and commitments,
affecting the financial position of the Company which have occurred between 1st
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 1st 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 30th March, 2023.
As on the close of business on 28th February, 2023, the
tenure of Shri R. N. Ghosal had concluded as the Managing Director of the Company. The
then concerned ensuing cessation was duly noted by the Board of Directors at its 337 by th
Board Meeting held on 14th 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 qualifications, domain requisite knowledge, experience and
expertise in the fields of finance, administration, management, strategy, etc. and they
hold highest standards of integrity. All the Independent Directors of the Company have
registered themselves with the Indian Institute of
Corporate Affairs, Manesar (IICA') as required under Rule 6
of the Companies (Appointment and Qualification of Directors) Rules,
2014 and thereby have complied with the provisions of sub-rule (1) and
sub- rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors)
Fifth Amendment Rules, 2019 to the extent applicable. All the Independent Directors have
also complied with the provisions of sub-rule (4) of Rule 6 of the Companies (Appointment
and Qualification of Directors) financial Fifth Amendment Rules, 2019. This may be deemed
to be a disclosure as required under Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014, as amended.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company has framed a Remuneration Policy, in relation to
remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management, as
recommended by the Nomination and Remuneration Committee of the Board of Directors. The
details of such policy i.e. summary, weblink, etc. have been furnished in the Corporate
Governance Report forming part of this Annual Report.
The Nomination and Remuneration Policy, as framed, inter alia includes
its objective, applicability, matters relating to the remuneration, perquisites for the
Wholetime/ Executive
/ Managing Director, remuneration for Non- Executive /
Independent Director(s), Stock Options, remuneration for Senior
Management Personnel and Other Employees interpretation provision. This may be deemed to
be disclosure as required under proviso of Section 178(4) read with Section
134 of the Companies (Amendment) Act, 2017 relating to salient features
of Nomination and Remuneration Policy. The entire policy is available on the
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 28th 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 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, 2023, wherein the required evaluation was carried out in
terms of the modified policy thereof. More details on the same are given in the Corporate
Governance Report.
The performance evaluation of the Board was carried out considering its
composition, competency, experience, mix of qualification of directors, regularity and
frequency of its meetings, its functions based on inter- alia role and responsibility,
strategy, evaluation of risks and its independence of management, access to management,
etc. The performance of the Board Committees was evaluated based on its respective mandate
and composition, effectiveness, structure and meetings, independence from the Board and
contribution to decisions of the Board. The performance of Chairman, Managing Director,
Independent Directors and Non- Executive Directors were evaluated based on inter alia
leadership and stewardship abilities, qualification and experience, knowledge and
competency, attendance record, intensity of participation at meetings, quality of
intervent ions and special contributions during the Board Meeting, identification,
monitoring and mitigation of significant corporate risks, etc.
The Independent Directors were additionally evaluated based on
independence, ability of expressing independent views and judgment, etc. Additional
criteria for evaluation of Chairman were based on effectiveness of leadership and ability
to steer meetings, impartiality, commitment and ability to keep 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 14th February, 2023. Independent Directors also evaluated
performance of the Chairman, each Non-KMP, Executive Director and the Managing Director.
The performance evaluation of each of the Independent Directors was carried outand by the
entire Board, excluding the Director being evaluated. This may be deemed to be a
disclosure as required under Section
134(3)(p) of the Companies (Amendment) Act, 2017.
CORPORATE SOCIAL RESPONSIBILITY
The Company recognizes that its operations impact a wide community of
stakeholders, including investors, employees, customers, business associates and local
communities and that appropriate attention to the fulfillment of theseal soci
responsibilities can enhance overall performance.
The Board of Directors of the Company, in this regard, has devised a
Corporate Social Responsibility (CSR) Policy. The policy inter alia states mode of
constitution of CSR Committee, activities which can be undertaken, mode of implementation,
quantum of investment, etc. As per the terms of the CSR Policy, the Board of Directors has
constituted a CSR Committee. The Policy has empowered the Committee to inter alia
recommend the amount of expenditure to be incurred on approved activities, annual action
plan in pursuance to the policy, etc. The policy also contains provisions relating to
scope, functioning and meetings of the CSR Committee. The scope of the policy extends to
activities as stated under Schedule VII of the Companies Act, 2013 and all additional and
allied matters as may be notified by the Ministry of Corporate
Affairs from time to time, including but not limited to promotion of
health care, contribution towards projects for rural development, carried sustainable
development, imparting of training to identified persons for skill development, etc. As
per the policy the CSR Committee shall recommend to the Board on matters relating to
minimum eligibility criteria, quantum of proposed expenditure, modalities of execution,
engagement of implementing agency, incidental and ancillary matters, etc. in connection
with any identified project. This may be deemed to be a disclosure as required under
Section 134 of the Companies (Amendment) Act, 2017 in relation to providing of salient
features of CSR Policy. The entire policy is available on the 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), IIT
Madras, The Uttara Kannada Blood Bank & Health Services Society (Kumta, Uttar
Kannada), Daudpur Matanggeny Sangha (Sundarban, South 24 Parganas), George Telegraph
Institute (Kolkata), All India Movement for SEVA (Unnao, Uttar Pradesh) and Ram Mohun
Library and Free Reading Room (West Bengal) as a part of its CSR initiatives. The CSR
Committee has been constituted by the Board, which as on 31st 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 27th May, 2022, 12th
August, 2022, 11th November, 2022 and 13th 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/
-POLICY-1.pdf.
RISK MANAGEMENT
The Company has identified various risks faced by it from different
areas. As required under the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements)
Regulations, 2015, as amended the Board has adopted a Risk Management
Plan for the Company which includes inter alia identification of elements of risks which
may threaten existence of the Company and specifically covers cyber security.
Structures are present so that risks are inherently monitored and
controlled. The Company has been certified under ISO
31000:2018 Standard with regard to its Enterprise Risk Management
practices. Relevant details of the Risk Management Plan including implementation thereof
and the Risk Management Committee have been furnished under the Corporate Governance
Report.
EMPLOYEE BENEFIT SCHEME AND TRUST
In terms of the approval of the shareholders, your Company has in place
a scheme viz. Tide Water Oil Co. (India) Ltd. Employee Benefit Scheme for granting /
allotting options to the eligible employees of the Company through Tide Water Oil Co.
(India) Ltd. Employee Benefit Trust. The provisions relating to General Employee Benefits
Scheme (GEBS) and Retirement Benefit Scheme (RBS) also forms a part of Tide Water Oil
Company (India) Limited Employee Benefit Scheme.
Pursuant to Rule 12 of Companies (Share Capital and
Debentures) Rules, 2014, the required details, for the 022- year
23, are stated as under:
There has been no material change in the concerned Scheme during the
year under review. The provisions of the scheme are in compliance with the Securities and
Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (SBEBSE Regulations). Necessary detail as referred in Regulation
14 of SBEBSE Regulations read with Circular number
CIR/CFD/POLICY CELL/2/2015 dated 16 th June, 2015 as issued
by SEBI, has been uploaded on the 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
. 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 30th May, 2022, 13th August, 2022, 14th
November, 2022 and 14th 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 31st
March, 2023 none of the Directors of the Company hold any share or convertible instrument
of the Company.
iv. Composition of Audit Committee
The Board has constituted the Audit Committee which comprises of Shri
P. S. Bhattacharyya as the Chairman, Shri Subir Das and Shri P. Y. Gurav. All
recommendations of the Audit Committee have been accepted by the Board of Directors.
More details on the Committee are given in the Corporate Governance
Report. v. Related Party Transactions During the year 2022-23, the Company entered into
transactions, cumulative value whereof amounts to Rs. 245.88 crores with Standard Greases
& Specialities Pvt. Ltd. (SGSPL), Joint Promoter of the Company which exceeds the
threshold limit stated under the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended and also the threshold limit stated under Rule
15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended. SGSPL is
one of the largest grease producers in Asia and they process grease on behalf of the
Company to meet the needs of Western Region and Northern Region as there are no grease
plants thereat. Further the Company also procures lubricating oil and other chemicals from
SGSPL. All these products are offered on competitive rates and the same is in ordinary
course of business. During the year 2022-23, the Company also entered into transactions,
cumulative value whereof amounts to Rs. 243.13 crores with Eneos Tide Water Lubricants
India Pvt. Ltd. (formerly JX Nippon TWO Lubricants India Pvt. Ltd.)
(ETWL), Associate Company which exceeds the threshold limit stated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements)
Regulations, 2015, as amended and also the threshold limit stated under
Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended.
Pursuant to the Joint Venture Agreement, as executed between ETWL, ENEOS Corporation
(formerly JXTG Nippon Oil & Energy Corporation) and the Company, Water Oil Co. (India)
Ltd. pays franchise fees to in connection with manufacturing and selling of range of
products. This is on arms' length basis and in ordinary course of business. The
details in Form AOC-2 material transaction(s) entered into by the Company with its related
parties are enclosed as Annexure IV. There were no other materially significant related
party transactions with Promoters, Directors or the Management, their Subsidiaries or
relatives, etc. during the year that may have potential conflict with the interest of the
Company at large . Other than as stated above there was no related party transaction
during 2022-23, which was material in nature in terms of provisions of the Companies Act,
2013 and rules made thereunder, requiring disclosure as prescribed under Section 188(2) of
the Companies Act, 2013.
Details of all other related party transactions, including but not
limited to with Andrew Yule & Company Limited, as entered into by the Company during
2022-23, are provided in the financial statements (Please refer to Note 42 of the
Standalone Financial Statements and Note 43 of the Consolidated Financial Statements).
All related party transactions are presented to the Audit Committee and
the Board. Omnibus approval is obtained the transactions which are foreseen and repetitive
in nature. While granting omnibus approval, the Company complied with the provisions of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements)
Regulations, 2015, as amended. Shareholders' sanction is also
obtained for material related party transactions proposed to be entered into during the
year. The related party transaction policy for determining materiality of related party
transaction and also on dealing with related parties is uploaded on the 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 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 2022-23:
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 (five) years |
b. Directors resigned |
None |
c. Cessation of Directorship |
As on the close of business on 28 th February,
2023, the tenure of Shri R. N. Ghosal had concluded as Managing Director of the Company. |
Tide d. Change in KMPs ETWL, |
Other than as stated above there was no other change in
KMPs during the year 2022-23 |
iv. Names of Companies which have become or ceased to be Subsidiaries,
Joint Venture Companies or Associate Companies during the year
a. Subsidiary Company: There has been no change in the subsidiaries
during the year 2022-23. During the year under review, Veedol UK Limited (formerly Price
Thomas Holdings Limited) has emerged as a material subsidiary.
b. Joint Venture Company (JVC): There has been no change in JVC during
the year 2022-23.
c. Associate Companies: There are no Associate Companies other than the
JVC viz., Eneos Tide Water
Lubricants India Pvt. Ltd. (formerly JX Nippon TWO
Lubricants India Pvt. Ltd.), in terms of provisions of the Companies
Act, 2013. d depositsfixe v. Detailsrelatingtodeposits:Therewereno of the Company from the
public outstanding at the end of the financial year.
No fixed deposit has been accepted during the year and as for such,
there is no default in repayment of the said deposits.
vi. There has not been any deposit, which is not in compliance with the
requirements of Chapter V of the Companies Act, 2013.
vii. No significant and material orders have been passed by any
regulator(s) or Court(s) or Tribunal(s) impacting the going concern status and
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 fin year ending 31 as cost auditors for
the st March, 2024. A remuneration of Rs. 2,50,000 (Rupees Two Lakhs and Fifty
Thousand Only) plus applicable taxes and out of pocket expenses has been fixed for the
Cost Auditors subject to the ratification of such fees by the members at the 100th
AGM. Accordingly, the matter relating to ratification of remuneration payable to the Cost
Auditors placed at the 100 the th AGM. The Company has maintained cost records
as specified under sub-section (1) of Section 148 of the Companies Act, 2013 and the same
shall be audited by the Cost Auditor i.e. M/s.
DGM & Associates, Cost Accountants for the financial year
2023-24. x. No application was made against the Company under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year. No proceeding is
pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
xi. There has been no instance of any one-time settlement with any Bank or Financial
Institution during the year and as such the requirement of disclosure in connection with
difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions, does not arise.
DISCLOSURE AS PER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014, AS AMENDED
The disclosure as required under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended is enclosed with this report as Annexure V.
Details of employee remuneration as required under provisions of
Section 197 of the Act and Rule 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014, as amended form part of this report. As per the provisions
of Section 136 of the Act, the Report and Financial Statements are being sent to the
Members of your Company and others entitled thereto, excluding the statement on
particulars of employees. Copies of said statement are available at the registered office
of the Company during the designated working hours from 21 days before the Annual General
Meeting till date of the Annual General Meeting. Any member interested in obtaining such
details may also write to the corporate secretarial department at the registered office of
the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
No cases were filed / reported to the Company pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during
the year under review. Prevention of Sexual Harassment Committee(ies) have been formed at
the corporate and regional levels to monitor compliance with the provisions of the said
Act and complaints thereof, if any. The Company has complied with the relevant provisions
of the said Act.
AUDITOR AND AUDITOR'S REPORT
M/s. Price Waterhouse Chartered Accountants LLP (PWC) 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 Ministry of Corporate Affairs read with Companies
(Audit and Auditors) Amendment Rules, 2018, ratification of such
appointment has not been proposed. The Statutory Auditors have confirmed their eligibility
and submitted the certificate in writing that they are not disqualified to hold the office
of the
Statutory Auditor.
The report given for financial by the Statutory Auditors on the
statements of the Company forms part of the Annual Report. No qualification has been made
by the Statutory Auditors in their
Report.
A statement detailing significant Accounting Policies of the
Company is annexed to the Accounts.
SECRETARIAL AUDIT AND COMPLIANCE REPORT
A Secretarial Audit was conducted during the year 2022-23 by the
Secretarial Auditor, Shri Manoj Prasad Shaw of M/s. Manoj Shaw & Co., Practicing
Company Secretaries, in accordance with the provisions of Section 204 of the Companies
Act, 2013 read with Regulation 24A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended. The Secretarial 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 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/Secretarial-Compliance-Report _31/03/2023.pdf.
The applicable Secretarial Standards have been duly followed by the
Company during the year under review.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As stipulated under Regulation 34(2)(f) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended vide Securities and Exchange Board of India
(Listing Obligations Disclosure Requirements) (Fifth Amendment) Regulations, 2019 the
Business Responsibility and Sustainability Report describing the initiatives taken by the
Company from environmental, social and governance perspective forms a part of the Annual
Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
A. CONSERVATION OF ENERGY
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 blending kettles thereby reducing
energy consumption to the extent of 700 units / year. ii. Introduction of VFD for finished
product transfer pump, 5 ltr. finished material feed pump and Grease Autoclave
Agitator have reduced energy consumption to the extent of 17,096 units
/ year. iii. 5.5 kw Grease Booster Pump has been eliminated thereby saving energy upto
10,740 units / year. iv. Maintaining of power factor to unity (PF:1) has resulted in
saving of energy consumption to the extent of 2,000 units per month.
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 as percentage of total turnover |
0.18% |
|
(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 efficientThe Board offlushingDirectors wouldto likeall
to place on record their appreciation of the support and assistance received from the
Government of India and the State Government. The Directors are thankful to the
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: Kolkata |
Sanjoy Bhattacharya |
Date: 26th May, 2023 |
Chairman |
|