2024-25
Dear Shareholders,
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.
Amount (H in crores)
|
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-?-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 IEPF-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 reappoint 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.
1 Shri 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 |
1 Shri 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 reappointed 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.
ThereportgivenbytheStatutoryAuditorsonthefinancialstatements 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 reduction by 2.17 MT / year.
also helped in CO 2
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 |
0.31 % (last year 0.20%) |
R&D Expenditure as
percentage of total turnover |
|
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 |
|