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Directors Report of Tide Water Oil Company India Ltd.

Mar 31, 2017

Dear Shareholders,

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

Amount

(Rs. in Crores)

Year ended

Year ended

31st March, 2017

31st March, 2016

The Accounts before charging

depreciation show a profit of

158.40

140.38

From which has been deducted

Depreciation (Net)

7.37

7.11

Provision for Taxation

48.83

50.88

Other Comprehensive Income(OCI)

2.11 58.31

2.27 60.26

100.09

80.12

To which is added the balance brought

forward from the last accounts of

508.33

467.09

608.42

547.21

The Directors have transferred to

General Reserve

-

-

Leaving a balance of

608.42

547.21

The Directors have paid Interim Dividend @ 1000% (p.y. 750%) on the Ordinary Shares amounting to

17.43

13.07

The Directors have paid

final dividend @ 1750% (p.y. 1250%)

on the Ordinary Shares amounting to

30.49

21.78

Tax on Dividend

9.75

7.09

550.75

505.27

To which is added OCI adjustment and

Tax theron

2.84

3.06

Leaving a balance to be carried forward

553.59

508.33

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

PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

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

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

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

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

CHANGE IN SHAREHOLDING STATUS

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

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

BRAND ‘VEEDOL’

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

INTERNATIONAL OPERATIONS

During the year your Company has invested in 100% shares of Price Thomas Holdings Limited (PTHL), having a wholly owned subsidiary viz. Granville Oil & Chemicals Limited (GOCL), which is engaged in manufacturing and selling of lubricants and automotive after care products. Since GOCL has its own manufacturing facility, it has resulted in competitive product pricing internationally. Also, the range of products and its sales distribution network have been beneficial for the Company''s international operations. GOCL mainly operates in United Kingdom and key brands marketed inter alia include Granville, Gunk, Nova, Autosol and Turtle Wax.

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

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

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

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

WIND ENERGY BUSINESS

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

DIVIDEND

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report as Annexure I.

CORPORATE GOVERNANCE

Your Directors affirm their commitment to good Corporate Governance practices. The report on Corporate Governance as per the requirement of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with a certificate from the Statutory Auditors of the Company and declaration by the Managing Director forms part of this report.

SUBSIDIARY COMPANIES

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

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

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

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

The Statement of Accounts along with the Report of the Board of Directors and Auditors relating to your Company''s Overseas Subsidiaries viz. Veedol International Limited, Veedol International DMCC, Veedol International BV and Price Thomas Holdings Limited for the financial year 2016-17 are not annexed. Shareholders, who wish to have a copy of the full Report and Accounts of the aforesaid subsidiary companies, will be provided the same, on receipt of a written request. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and the concerned subsidiary companies during business hours on all working days till 26th July, 2017.

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

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

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

CONSOLIDATED FINANCIAL STATEMENT

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

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

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loan given, investment made and guarantee given along with the purpose for which the loan or guarantee is proposed to be utilized by the recipient is provided in the financial statements (Please refer Note 4,5 and 27.1 to the Standalone Financial Statement). No loan / advance is outstanding to any subsidiary, associate or any firm / company in which the Directors are interested. This may be regarded as a disclosure as required under Schedule V of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 also.

TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, read with Notification No. G.S.R. 178(E) dated 28th February, 2017 as issued by the Ministry of Corporate Affairs all shares in respect of which dividend has remained unpaid or unclaimed for a period of seven years are being transferred by the Company, within the stipulated due dates, to the Investor Education and Protection Fund (IEPF). A list of such shareholders along with their folio number or DP. ID.-Client ID., who have not claimed their dividends for the last seven consecutive years i.e. 2009-10 to 2015-16 (2008-09 being the base year) and whose shares are therefore liable for transfer to the IEPF Demat account, has been displayed on the website of the Company at www.tidewaterindia.com/wp-content/ uploads/2017/05/Shareholders-details.pdf besides sending individual communication to the concerned shareholders and issuance of public notice.

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

CORPORATE WEBSITE

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

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year, there were no material changes and commitments, affecting the financial position of the Company which have occurred between 1st April, 2017 and the date of this report.

REPORTABLE FRAUDS

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

DIRECTORS

Shri D. S. Chandavarkar has been appointed as Additional Director with effect from 30th May, 2017. He will hold office up to the date of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received notice under Section 160 of the Companies Act, 2013 proposing his appointment as Director.

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

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

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

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

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

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

Pursuant to Regulation 36(3)(c) of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 it is disclosed that no Directors share any relationship inter-se.

DECLARATIONS BY THE INDEPENDENT DIRECTORS

All Independent Directors have given declarations to the Company stating their independence pursuant to Section 149 of the Companies Act, 2013 and the same have been noted by the Board.

POLICY ON DIRECTORS'' APPOINTMENT & REMUNERATION

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

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

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

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

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

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

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

In compliance with the Companies Act, 2013 and applicable regulations, the performance evaluation of the Board was carried out during the year under review. The Board Evaluation and Diversity Policy which had been framed by the Company for the purpose of establishing, inter-alia, qualifications, positive attributes, independence of Directors and determination of criteria based on which such evaluation is required to be carried out has been amended during the year in terms of guidance notes issued by the Securities & Exchange Board of India (SEBI) vide its Circular No.SEBI/HO/CFD/ CMD/CIR/P/2017/004 dated 5th January, 2017 thereby modifying the evaluation process.

Separate meeting of Independent Directors was held on 10th February, 2017, wherein the required evaluation was carried out in terms of the modified policy thereof. More details on the same are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

VIGIL MECHANISM

Fraud-free and corruption-free work culture has been core to the Company. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the Company has put even greater emphasis to address this risk.

To meet this objective, a Vigil Mechanism Policy akin to Whistle Blower Policy has been laid down. More details about the policy are given in the Corporate Governance Report.

RISK MANAGEMENT

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

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

EMPLOYEE WELFARE SCHEME & TRUST

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

Pursuant to Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, the required details, for the year 2016-17, are stated as under:

a.

Options granted

Nil

b.

Options vested

Not Applicable

c.

Options exercised

Not Applicable

d.

The total number of shares

arising as a result of exercise of

option

Not Applicable

e.

Options lapsed

Not Applicable

f.

The exercise price

Not Applicable

g.

Variation of terms of options

Not Applicable

h.

Money realized by exercise of

options

Not Applicable

i.

Total number of options in force

Nil

j.

Employee wise details of options granted to

i. Key managerial personnel (s)

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

Nil

iii. Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

Nil

Nil

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

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

FURTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

i. Extract of the Annual Return

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

ii. Number of Board Meetings

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

iii. Changes in Share Capital

There has been no change in the share capital of the Company during the year. Your Company has not issued any ordinary shares or shares with differential voting rights nor granted stock options nor sweat equity, during the year. As on 31st March, 2017 none of the Directors of the Company hold shares or convertible instruments of the Company.

iv. Composition of Audit Committee

The Board has constituted the Audit Committee which comprises of Shri A. Mukherjee as the Chairman, Shri S. Sundareshan, Shri S. Roy Choudhury and Shri Subir Das. All recommendations of the Audit Committee have been accepted by the Board of Directors.

More details on the Committee are given in the Corporate Governance Report.

v. Related Party Transactions

During the year 2016-17, the Company entered into transactions, cumulative value whereof amounts to Rs. 108.33 crores with Standard Greases & Specialties Pvt. Ltd. (SGSPL), Joint Promoter of the Company which is close to the threshold limit stated under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 but exceeds the limit stated under Rule 15 of the Companies (Meetings of Board & its Powers) Second Amendment Rules, 2015 as further amended by Notification No. GSR 309(E) dated 30th March, 2017 issued by the Ministry of Corporate Affairs. SGSPL is one of the largest grease producers in Asia and they process grease on behalf of the Company to meet the needs of Western Region as there is no grease plant thereat. Further the Company also procures lubricating oil and other chemicals from SGSPL. All these products are offered on competitive rates and the same is in ordinary course of business.

During the year 2016-17, the Company also entered into transactions, cumulative value whereof amounts to Rs. 114.15 crores with JX Nippon TWO Lubricants India Pvt. Ltd. (JXTL), Associate Company which is close to the threshold limit stated under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 but exceeds the limit stated under Rule 15 of the Companies (Meetings of Board & its Powers) Second Amendment Rules, 2015 as further amended by Notification No. GSR 309(E) dated 30th March, 2017 issued by the Ministry of Corporate Affairs. Pursuant to the Joint Venture Agreement, as executed between JXTL, JXTG Nippon Oil & Energy Corporation (formerly JX Nippon Oil & Energy Corporation) and the Company, Tide Water Oil Co. (I) Ltd. pays franchise fees to JXTL, in connection with manufacturing and selling of ''ENEOS'' range of products. This is on arms length and in ordinary course of business.

The details in Form AOC-2 of material transaction(s) entered into by the Company with its related parties are enclosed as Annexure VII. There were no other materially significant related party transactions with Promoters, Directors or the Management, their Subsidiaries or relatives, etc. during the year that may have potential conflict with the interest of the Company at large. Other than as stated above there were no related party transaction during 2016-17, which were material in nature in terms of provisions of the Companies Act, 2013 and rules made there under, requiring disclosure as prescribed under Section 188(2) of the Companies Act, 2013.

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

(Listing Obligations and Disclosure Requirements) Regulations, 2015. Shareholders'' sanction is also obtained for material related party transactions proposed to be entered into during the year.

The related party transaction policy for determining materiality of related party transaction and also on dealing with related parties is uploaded on the Company''s website at the weblink www.tidewaterindia.com/wp-content/uploads/ 2017/02/RELATED-PARTY-TRANSACTION-POLICY-1.pdf. The details of the transactions with related party are provided in the accompanying financial statement. The details of the said policy and other relevant details have also been furnished in the Corporate Governance Report.

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

i. Financial summary or highlights: As detailed under the heading ‘Performance and State of Company’s Affairs’

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

iii. Details of Directors or Key Managerial Personnel (KMP), who were appointed or resigned during the year:

a.

Directors appointed

: Shri B.J.Mahanta Shri D. S. Chandavarkar

b.

Directors resigned

: Shri Kallol Datta Shri R.K.Singh Shri Praveen P. Kadle

c.

Change in KMPs

: None (term of appointment of Shri R. N. Ghosal, Managing Director has been proposed to be extended till the close of business on 28th February, 2019)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

AUDITOR & AUDITOR’S REPORT

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

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

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

SECRETARIAL AUDIT

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

BUSINESS RESPONSIBILITY REPORT

As stipulated under Regulation 34(2)(f) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of the Annual Report.

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

1. Steps taken or impact on conservation of energy.

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

SILVASSA

i. Centralised air conditioner in some parts of the plant were replaced with split air conditioners which resulted in reduction of power consumption upto 18000 units per year.

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

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

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

TURBHE

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

ORAGADAM

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

ii. Existing luminaries were replaced with LED systems.

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

None in particular

3. Capital investment on energy conservation equipments

None in particular

B. TECHNOLOGY ABSORPTION

1. Efforts made towards technology absorption

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

2. Benefits derived

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

3. Information regarding imported technology Not applicable.

4. Expenditure incurred on Research and Development

a. Capital :

Rs. 0.40 crores

(last year Rs. 0.07 crores)

b. Recurring :

Rs. 1.44 crores

(last year Rs. 1.47 crores)

c. Total :

Rs. 1.84 crores

(last year Rs. 1.54 crores)

d. Total R&D :

0.16 %

Expenditure

(last year 0.14 %)

as percentage

of total

turnover

C. FOREIGN EXCHAGE EARNINGS AND OUTGO

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

ACKNOWLEDGEMENT

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

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

On behalf of the Board Kolkata

Sunil Munshi

30th May, 2017 Chairman


Mar 31, 2016

Dear Shareholders,

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

Amount (Rupees in crores)

Year ended

31st March, 2016

Year ended 31st March, 2015

The Accounts before charging depreciation show a profit of

138.10

250.86

From which has been deducted :

Depreciation (Net)

7.24

7.45

Provision for Taxation 53.17

60.41

77.69

72.25

79.70

171.16

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

438.05

304.61

The Directors have transferred to General Reserve

515.74

475.77

Leaving a balance of

515.74

475.77

The Directors have paid Interim Dividend @750% (p.y. 500%) on the Ordinary Shares amounting to

13.07

8.71

And the Directors now recommend a final dividend @1750% (p.y. 1250%) on the Ordinary Shares amounting to

30.49

21.78

Tax on Dividend

7.86

7.23

Leaving a balance to be carried forward

464.32

438.05

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

PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

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

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

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

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

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

ISSUE OF SUB-DIVIDED AND BONUS SHARES

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

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

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

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

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

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

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

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

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

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

Particulars

Pre sub-division and bonus issue

Post sub-division and bonus issue

Authorized Capital

Rs. 3,00,00,000 consisting of 30,00,000 equity shares of Rs. 10/each fully paid up.

Rs. 20,00,00,000 consisting of 4,00,00,000 equity shares of Rs. 5/each fully paid up

No. of shares

8,71,200

34,84,800

Face Value

Rs. 10/- each fully paid up.

Rs. 5/- each fully paid up

Issued and Paid Up Capital

Rs. 87,12,000

Rs. 1,74,24,000

Distinctive Number

From 1 to 871200

From 1 to 3484800

ISIN

INE484C01014

INE484C01022

BRAND VEEDOL’

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

INTERNATIONAL OPERATIONS

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

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

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

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

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

INTERNATIONAL ACQUISITION

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

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

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

WIND ENERGY BUSINESS

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

DIVIDEND

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

* Please refer note in Page 16.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report as Annexure I.

CORPORATE GOVERNANCE

Your Directors affirm their commitment to good Corporate Governance practices. The report on Corporate Governance as per the requirement of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with a certificate from the Statutory Auditors of the Company and declaration by the Managing Director forms part of this report.

SUBSIDIARY COMPANIES

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

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

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

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

The Statement of Accounts along with the Report of the Board of Directors and Auditors relating to your Company’s overseas subsidiaries viz., Veedol International Limited, Veedol International DMCC and Veedol International BV for the financial year 2015-16 are not annexed. Shareholders, who wish to have a copy of the full Report and Accounts of the aforesaid subsidiary companies, will be provided the same, on receipt of a written request. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and the concerned subsidiary companies during business hours on all working days till 28th September, 2016.

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

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

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

CONSOLIDATED FINANCIAL STATEMENT

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

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

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loan given, investment made and guarantee given along with the purpose for which the loan or guarantee is proposed to be utilized by the recipient is provided in the financial statements (Please refer Note 10, 11, 23.1 and 23.5 to the standalone financial statement). No loan / advance is outstanding to any subsidiary, associate or any firm / company in which the Directors are interested. This may be regarded as a disclosure as required under Schedule V of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 also.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUND

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

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

CORPORATE WEBSITE

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

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Save and except as stated under ‘International Acquisition’ there were no other material changes and commitments, affecting the financial position of the Company which have occurred between 1st April, 2016 and the date of this report.

REPORTABLE FRAUDS

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

DIRECTORS

Shri Praveen P. Kadle and Shri Vinod S. Vyas have been appointed as Additional Directors with effect from 14th March, 2016. Shri B.J. Mahanta has been appointed as Additional Director with effect from 13th May, 2016. They will hold office upto the date of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received notices under Section 160 of the Companies Act, 2013 proposing their appointment as Directors.

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

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

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

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

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

Pursuant to Regulation 36(3)(c) of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 it is disclosed that no Directors share any relationship inter-se.

DECLARATIONS BY THE INDEPENDENT DIRECTORS

All Independent Directors have given declarations to the Company stating their independence pursuant to Section 149 of the Companies Act, 2013 and the same have been noted by the Board.

POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION

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

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

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

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

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

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

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

In compliance with the Companies Act, 2013 and applicable regulations, the performance evaluation of the Board was carried out during the year under review. The Board Evaluation and Diversity Policy has been framed by the Company for this purpose establishing, inter-alia, qualifications, positive attributes, independence of Directors and determination of criteria based on which such evaluation is required to be carried out. Separate meetings of Independent Directors were held on 7th April, 2015 and 14th March, 2016 wherein the said policy was approved and required evaluation was carried out in terms of the approved policy thereof. More details on the same is given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

VIGIL MECHANISM

Fraud-free and corruption-free work culture has been core to the Company. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the Company has put even greater emphasis to address this risk.

To meet this objective, a Vigil Mechanism Policy akin to Whistle Blower Policy has been laid down. More details about the policy are given in the Corporate Governance Report.

RISK MANAGEMENT

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

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

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

EMPLOYEE WELFARE SCHEME & TRUST

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

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

a. Options granted Nil

b. Options vested Not Applicable

c. Options exercised Not Applicable

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

e. Options lapsed Not Applicable

f. Exercise price Not Applicable

g. Variation of terms of options Not Applicable

h. Money realized by exercise of Not Applicable options

i. Total number of options in force

j. Employee wise details of options granted to

i. Key managerial personnel(s) Nil

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

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

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

FURTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

i. Extract of the Annual Return

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

ii. Number of Board Meetings

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

iii. Changes in Share Capital

The paid up share capital as at the beginning of the year was Rs. 0.87 Crores divided into 8,71,200 ordinary shares of Rs. 10/- each, fully paid up. Subsequently, in line with the shareholders resolution dated 7th March, 2016, the Committee of the Board of Directors of the Company vide their resolutions dated 7th March, 2016 and 18th March, 2016, issued 17,42,400 sub-divided shares of Rs. 5/- each fully paid up in lieu of 8,71,200 equity shares of Rs. 10/- each and further 17,42,400 bonus shares in the ratio 1:1 bearing face value of Rs. 5/- each, fully paid up, respectively. Necessary details relating to the issue of sub-divided and bonus shares are provided earlier under ‘Issue of Sub-Divided and Bonus Shares’ and hence not repeated here for the sake of brevity. As such, the paid up equity share capital as on 31st March 2016 was Rs. 1.74 Crores divided into 34,84,800 ordinary shares of Rs. 5/- each, fully paid up.

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

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

iv. Composition of Audit Committee

The Board has constituted the Audit Committee which comprises of Shri A. Mukherjee as the Chairman, Shri S. Sundareshan, Shri S. Roy Choudhury and Shri S. Das. All recommendations of the Audit Committee have been accepted by the Board of Directors.

More details on the Committee are given in the Corporate Governance Report.

v. Related Party Transactions

During the year 2015-16, the Company entered into transactions, cumulative value whereof amounts to Rs. 132.86 Crores with Standard Greases & Specialties Pvt. Ltd. (SGSPL) which exceeds the threshold limit stated under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with Rule 15 of the Companies (Meetings of Board & its Powers) Second Amendment Rules, 2014. SGSPL is one of the largest grease producers in Asia and they process grease on behalf of the

Company to meet the needs of Western Region as there is no grease plant thereat. Further the Company also procures lubricating oil and other chemicals from SGSPL. All these products are offered on competitive rates and the same is in ordinary course of business. The details in Form AOC-2 for material transaction(s) entered into by the Company with its related party is enclosed as Annexure VII. There were no other materially significant related party transactions with Promoters, Directors or the Management, their Subsidiaries or relatives, etc. during the year that may have potential conflict with the interest of the Company at large. Except as stated above as there were no other related party transaction during 2015-16, which were material in nature in terms of provisions of the Companies Act, 2013 and rules made there under, no disclosure is provided as prescribed under Section 188(2) of the Companies Act, 2013, for other related party transactions.

All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. While granting omnibus approval, the Company complied with the provisions of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Shareholders’ sanction is also obtained for material related party transaction proposed to be entered into during the year.

The related party transaction policy for determining materiality of related party transaction and also on dealing with related parties is uploaded on the Company’s website at the we blink www.tidewaterindia.com/pdf/RELATED-PARTY-TRANSACTION-POLICY.pdf. The details of the transactions with related party are provided in the accompanying financial statements. The details of the said policy and other relevant details have also been furnished in the Corporate Governance Report.

DISCLOSURES UNDER RULE 8(5) OF COMPANIES

(ACCOUNTS) RULES, 2014

i. Financial summary or highlights: As detailed under the heading ‘Performance and State of Company’s Affairs’

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

iii. Details of Directors or Key Managerial Personnel (KMP), who were appointed or resigned during the year :

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

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

c. Change in KMPs : None

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No cases were filed / reported to the Company pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review.

AUDITOR & AUDITOR’S REPORT

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

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

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

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

SECRETARIAL AUDIT

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

BUSINESS RESPONSIBILITY REPORT

As stipulated under Regulation 34(2)(f) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of the Annual Report

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

A. CONSERVATION OF ENERGY

1. Steps taken or impact on conservation of energy

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

SILVASSA

i. Centralized air conditioner in some parts of the plant were replaced with split air conditioners which resulted in reduction of power consumption up to 7000 units per year.

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

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

TURBHE

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

ORAGADAM

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

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

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

None in particular

3. Capital investment on energy conservation equipments

None in particular

B. TECHNOLOGY ABSORPTION

1. Efforts made towards technology absorption

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

2. Benefits derived

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

3. Information regarding imported technology Not applicable.

4. Expenditure incurred on Research and Development

a. Capital Rs. 0.07 Crores

(last year Rs.0.56 Crores)

b. Recurring Rs.1.47 Crores

(last year Rs. 1.36 Crores)

c. Total Rs. 1.54 Crores

(last year Rs. 1.92 Crores)

d. Total R&D 0.12%

Expenditure as (last year 0.16 %)

percentage of

total turnover

C. FOREIGN EXCHAGE EARNINGS AND OUTGO

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

ACKNOWLEDGEMENT

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

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

On behalf of the Board Kolkata

Subir Roy Choudhury

11th August, 2016 Chairman


Mar 31, 2015

Dear Shareholders,

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

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

The Accounts before charging depreciation show a profit of 250.86 112.58

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

Provision for Taxation 72.25 79.70 35.42 44.24

171.16 68.34

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

475.77 331.82

The Directors have transferred to General Reserve - 6.83

Leaving a balance of 475.77 324.99

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

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

Tax on Dividend 7.23 2.96

Leaving a balance to be carried forward 438.05 304.61

PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

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

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

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

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

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

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

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

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

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

BRAND ''VEEDOL''

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

INTERNATIONAL OPERATIONS

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

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

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

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

WIND ENERGY BUSINESS

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

DIVIDEND

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India is presented in a separate section forming part of the Annual Report as Annexure I.

CORPORATE GOVERNANCE

Your Directors affirm their commitment to good Corporate Governance practices. The report on Corporate Governance as per the requirement of the Listing Agreement with the Stock Exchange(s) together with a certificate from the Statutory Auditors of the Company and declaration by the Managing Director forms part of this report.

SUBSIDIARY COMPANIES

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

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

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

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

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

The Statement of Accounts along with the Report of the Board of Directors and Auditors relating to your Company''s Overseas Subsidiaries viz., Veedol International Limited, Veedol International DMCC and Veedol International BV for the financial year 2014-15 are not annexed. Shareholders, who wish to have a copy of the full Report and Accounts of the aforesaid subsidiary companies, will be provided the same, on receipt of a written request. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and the concerned subsidiary companies during business hours on all working days.

PERFORMANCE OF SUBSIDIARIES AND JOINT VENTURE COMPANIES AS PER RULE 8(1) OF THE COMPANIES (ACCOUNTS) RULES, 2014

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

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

CONSOLIDATED FINANCIAL STATEMENT

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

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

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loan given, investment made and guarantee given alongwith the purpose for which the loan or guarantee is proposed to be utilized by the recipient is provided in the financial statement (Please refer Note No. 10, 11,22.1 and 22.8 to the standalone financial statement).

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUND

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

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

CORPORATE WEBSITE

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

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

REPORTABLE FRAUDS

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

DIRECTORS

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

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

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

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

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

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

Pursuant to Clause 49 it is disclosed that no Directors share any relationship inter-se.

DECLARATIONS BY THE INDEPENDENT DIRECTORS

All Independent Directors have given declarations to the Company stating their independence pursuant to Section 149 of the Companies Act, 2013 and the same have been noted by the Board as and when such Directors were appointed.

POLICY ON DIRECTORS'' APPOINTMENT & REMUNERATION

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

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

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

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

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

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

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

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

VIGIL MECHANISM

Fraud-free and corruption-free work culture has been core to the Company. In view of the potential risk of

fraud and corruption due to rapid growth and geographical spread of operations, the Company has put even greater emphasis to address this risk.

To meet this objective, a Vigil Mechanism Policy akin to Whistle Blower Policy has been laid down. More details about the policy are given in the Corporate Governance Report.

RISK MANAGEMENT

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

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

FIRE AT AHMEDABAD DEPOT

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

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

EMPLOYEE WELFARE SCHEME & TRUST

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

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

FURTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

i. Extract of the Annual Return

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

ii. Number of Board Meetings

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

iii. Changes in Share Capital

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

iv. Composition of Audit Committee

The Board has constituted the Audit Committee which comprises of Shri A. Mukherjee as the Chairman, Shri S. Sundareshan, Shri S. Roy Choudhury, Shri R. K. Singh and Shri S. Das. All recommendations of the Audit Committee have been accepted by the Board of Directors.

More details on the Committee are given in the Corporate Governance Report.

v. Related Party Transactions

During the year 2014-15, the Company entered into transactions, cumulative value whereof amounts to Rs. 101.58 Crores with Standard Greases and Specialities Private Limited which exceeds the threshold limit stated under Clause 49 of the revised Listing Agreement. However, the same is within the threshold limit as stated under Rule 15 of the Companies (Meetings of Board & its Powers) Rules, 2014. There were no other materially significant related party transactions with Promoters, Directors or the Management, their Subsidiaries or relatives, etc. during the year that may have potential conflict with the interest of the Company at large. As such, all related party transactions are entered on arm''s length basis, in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 read with relevant provisions of the revised Listing Agreement. As there were no related party transactions during 2014-15, which were material in nature in terms of provisions of the Companies Act, 2013 and rules made thereunder, no disclosure is provided as required under Section 188(2) of the Companies Act, 2013.

All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. While granting omnibus approval, the Company complied with the provisions of Clause 49 of the revised Listing Agreement with the Stock Exchange(s). Shareholders'' sanction is also obtained for material related party transaction proposed to be entered into during the year.

The related party transaction policy for determining materiality of related party transaction and also on dealing with related parties is uploaded on the Company''s website at the weblink www.tidewaterindia.com/pdf/RELATED-PARTY- TRANSACTION-POLICY.pdf. The details of the transactions with related party are provided in the accompanying financial statement. The details of the said policy and other relevant details have also been furnished in the Corporate Governance Report.

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

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

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

iii. Details of Directors or Key Managerial Personnel (KMP), who were appointed or resigned during the year:

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

Shri S. Roy Choudhury

Shri Sunil Munshi

Ms. N. Palchoudhuri

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

c. Change in KMPs : None

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

AUDITOR & AUDITOR''S REPORT

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

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

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

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

SECRETARIAL AUDIT

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

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

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

A. CONSERVATION OF ENERGY

1. Steps taken or impact on conservation of energy

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

Silvassa

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

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

Turbhe

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

Oragadam

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

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

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

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

None in particular

3. Capital investment on energy conservation equipments

None in particular

B. TECHNOLOGY ABSORPTION

1. Efforts made towards technology absorption

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

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

2. Benefits derived

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

3. Information regarding imported technology

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

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

iii. Technology has been partially absorbed.

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

4. Expenditure incurred on Research and Development

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

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

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

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

C. FOREIGN EXCHAGE EARNINGS AND OUTGO

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

ACKNOWLEDGEMENT

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

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

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


Mar 31, 2013

Dear Shareholders,

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

Amount

(Rupees in crores)

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

The Accounts before charging depreciation show a profit of 103.29 95.45

From which has been deducted :

Depreciation (Net) 9.09 9.26

Provision for Taxation 31.27 40.36 27.11 36.37

62.93 59.08

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

285.06 240.20

The Directors have transferred to General Reserve 6.29 5.91

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

Tax on Dividend 2.22 1.70

Leaving a balance to be carried forward of 263.48 222.13

PERFORMANCE

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

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

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

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

BRAND ''VEEDOL''

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

INTERNATIONAL OPERATIONS

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

WIND ENERGY PROJECT

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

EMPLOYEE WELFARE SCHEME AND TRUST

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

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

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

DIVIDEND

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India is presented in a separate section forming part of the Annual Report as Annexure I.

CORPORATE GOVERNANCE

Your Directors affirm their commitment to good Corporate Governance practices. The report on Corporate Governance as per the requirement of the Listing Agreement with the Stock Exchange together with a certificate from the Statutory Auditors of the Company and declaration by the Managing Director forms part of this report.

FIXED DEPOSITS

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

SUBSIDIARY

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

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

In view of General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Audited Statement of Accounts alongwith the Report of the Board of Directors and Auditors relating to your Company''s Overseas Subsidiaries viz., Veedol International Limited, Veedol International DMCC and Veedol International BV for the financial year 2012-13 are not annexed as required under Section 212(1) of the Companies Act, 1956. Shareholders who wish to have a copy of the full Report and Accounts of the aforesaid subsidiary companies, will be provided the same, on receipt of a written request. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and the concerned subsidiary companies during business hours on all working days. However, as directed by the Ministry of Corporate Affairs, Govt. of India vide the aforesaid Circular, relevant particulars of the subsidiaries have been included in the Report.

CONSOLIDATED FINANCIAL STATEMENT

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

PARTICULARS OF EMPLOYEES

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

CORPORATE WEBSITE

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

DIRECTORS

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

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

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

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

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

AUDITOR AND AUDITORS'' REPORT

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

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

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

COST AUDITOR

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

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

A. Conservation of Energy :

(a) Energy conservation measures taken :

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

Silvassa :

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

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

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

Turbhe :

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

Oragadam :

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

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

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

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

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

None in particular.

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

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

B1. RESEARCH & DEVELOPMENT (R&D)

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

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

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

iv) Expenditure on R&D :

a) Capital Rs. 0.04 crores

(last year Rs. 0.94 crores)

b) Recurring Rs. 1.07 crores

(last year Rs. 0.93 crores)

c) Total Rs. 1.11 crores

(last year Rs. 1.87 crores)

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

(last year 0.19%)

B2. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

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

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

iii) Information regarding imported technology :

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

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

c. Technology has been partially absorbed.

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

C. FOREIGN EXCHANGE EARNINGS:

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

ACKNOWLEDGEMENT

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

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

On behalf of the Board

Kolkata Kallol Datta

30th May, 2013 Chairman


Mar 31, 2012

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

Amount (Rupees in crores)

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

The Accounts before charging depreciation show a profit of 95.45 104.17

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

Provision for Taxation 27.11 36.37 30.30 40.01

59.08 64.16

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

240.20 193.62

The Directors have transferred to General Reserve 5.91 6.42

Leaving a balance of 234.29 187.20

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

Tax on Dividend 1.70 0.85

Leaving a balance to be carried forward of 222.13 181.12

PERFORMANCE

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

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

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

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

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

ACQUISITION OF VEEDOL INTERNATIONAL LIMITED

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

WIND ENERGY PROJECT

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

DIVIDEND

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

EMPLOYEE WELFARE SCHEME AND TRUST

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

the Listing Agreement with the Stock Exchange(s) in India is presented in a separate section forming part of the Annual Report as Annexure I.

CORPORATE GOVERNANCE

Your Directors affirm their commitment to good Corporate Governance practices. The report on Corporate Governance as per the requirement of the Listing Agreement with the Stock Exchange together with a certificate from the Statutory Auditors of the Company and declaration by the Managing Director forms part of this report.

FIXED DEPOSITS

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

SUBSIDIARY

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

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

In view of General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Audited Statement of Accounts along with the Report of the Board of Directors and Auditors relating to your Company's Overseas Subsidiaries viz., Veedol International Limited and Veedol International DMCC for the financial year ended 31st December, 2011 are not annexed as required under Section 212(8) of the Companies Act, 1956. Shareholders who wish to have a copy of the full Report and Accounts of the aforesaid subsidiary companies, will be provided the same, on receipt of a written request. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and the concerned subsidiary companies during business hours on all working days. However, as

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

CONSOLIDATED FINANCIAL STATEMENT

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

PARTICULARS OF EMPLOYEES

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

CORPORATE WEBSITE

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

DIRECTORS

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

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

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

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

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

AUDITOR AND AUDITOR'S REPORT

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

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

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

COST AUDITOR

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

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

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

Silvassa :

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

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

Turbhe:

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

Oragadam :

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

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

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

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

None in particular.

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

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

B1. Research and Development (R&D) :

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

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

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

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

iv) Expenditure on R&D :

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

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

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

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

B2. Technology Absorption, Adaptation and Innovation :

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

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

iii) Information regarding imported technology:

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

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

c. Technology has been partially absorbed.

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

C. Foreign Exchange Earnings :

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

ACKNOWLEDGEMENT

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

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

On behalf of the Board

Kolkata Kallol Datta

30th May, 2012 Chairman


Mar 31, 2011

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

Amount (Rupees in crores)

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

The Accounts before charging

depreciation show a profit of 104,17 95.51

From which has been deducted:

Depreciation (Net) 9.71 6.18

Provision for Taxation 30.30 40.01 31.54 37.72

64.16 57.79

To which is added the balance brought

forward from the last accounts of 129.46 82.53

193.62 140.32

The Directors have transferred to General Reserve 6.42 5.78

Leaving a balance of 187.20 134.54

And the Directors now recommend

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

Ordinary Shares amounting to 5.23 4.36

Tax on Dividend 0.85 0.72

Leaving a balance to be carried forward of 181.12 129.46

PERFORMANCE

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

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

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

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

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

WIND ENERGY PROJECT

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

DIVIDEND

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

previous year to the equity shareholders of the Company.

EMPLOYEE WELFARE SCHEME

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India is presented in a separate section forming part of the Annual Report as Annexure I.

CORPORATE GOVERNANCE

Your Directors affirm their commitment to good Corporate Governance practices. The report on Corporate Governance as per the requirement of the Listing Agreement with the Stock Exchange(s) together with a certificate from the Statutory Auditors of the Company and declaration by the Executive Director forms part of this report.

FIXED DEPOSITS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

PARTICULARS OF EMPLOYEES

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

CORPORATE WEBSITE

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

DIRECTORS

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

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

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

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

AUDITOR AND AUDITORS REPORT

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

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

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

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

A. Conservation of Energy:

(a) Energy conservation measures taken :

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

Silvassa:

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

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

Turbhe:

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

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

Oragadam :

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

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

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

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

None in particular

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

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

B1. Research and Development (R&D):

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

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

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

iv) Expenditure on R&D :

a) Capital Rs. NIL

(last year Rs. 1.44 crores)

b) Recurring Rs. 0.91 crores

(last year Rs. 0.83 crores)

c) Total Rs. 0.91 crores

(last year Rs. 2.27 crores)

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

(last year 0.30%)

B2. Technology Absorption, Adaptation and Innovation:

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

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

iii) Information regarding imported technology:

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

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

(c) Technology has been partially absorbed.

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

ACKNOWLEDGEMENT

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

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

On behalf of the Board Kolkata Kallol Datta

30th May, 2011 Chairman


Mar 31, 2010

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

Amount (Rupees in crores)

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

The Accounts before charging

depreciation show a profit of 95.51 49.17

From which has been deducted :

Depreciation (Net) 6.18 3.39

Provision for Taxation 31.54 37.72 18.23 21.62

57.79 27.55 To which is added the balance brought

forward from the last accounts of 82.53 60.78

140.32 88.33

The Directors have transferred to General Reserve 5.78 2.75

Leaving a balance of 134.54 85.58

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

Ta x on Dividend 0.72 0.44

Leaving a balance to be carried forward of 129.46 82.53

PERFORMANCE

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

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

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

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

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

WIND ENERGY PROJECT

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

DIVIDEND

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India is presented in a separate section forming part of the Annual Report as Annexure I.

CORPORATE GOVERNANCE

Your Directors affirm their commitment to good Corporate Governance practices. The report on Corporate Governance as per the requirement of the Listing Agreement with the Stock Exchange(s) together with a certificate from the Statutory Auditors of the Company and declaration by the Executive Director forms part of this report as Annexure II.

FIXED DEPOSITS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

PARTICULARS OF EMPLOYEES

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

CORPORATE WEBSITE

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

DIRECTORS

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

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

AUDITOR AND AUDITORS REPORT

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

and authorize the Chairman to decide on their remuneration.

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

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

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

A. Conservation of Energy :

(a) Energy conservation measures taken :

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

Silvassa :

1. Installation of wind driven turbo ventilators.

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

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

Turbhe :

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

Oragadam :

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

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

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

None in particular

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

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

B1. Research and Development (R&D) :

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

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

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

iv) Expenditure on R&D :

a) Capital Rs. 1.44 crores

(last year Rs. 0.04 crores)

b) Recurring Rs. 0.83 crores

(last year Rs. 0.65 crores)

c) Total Rs. 2.27 crores

(last year Rs. 0.69 crores)

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

(last year 0.11%)

B2. Technology Absorption, Adaptation and Innovation :

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

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

iii) Information regarding imported technology :

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

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

(c) Technology has been partially absorbed.

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

C. Foreign Exchange Earnings :

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

ACKNOWLEDGEMENT

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

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

On behalf of the Board

Kolkata Kallol Datta

26th May, 2010 Chairman

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