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Castrol India Ltd.

BSE: 500870 Sector: Industrials
NSE: CASTROLIND ISIN Code: INE172A01027
BSE 14:06 | 07 Jul 107.85 1.15
(1.08%)
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106.80

HIGH

108.95

LOW

106.80

NSE 13:54 | 07 Jul 107.85 0.95
(0.89%)
OPEN

107.50

HIGH

109.00

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OPEN 106.80
PREVIOUS CLOSE 106.70
VOLUME 19786
52-Week high 149.90
52-Week low 99.20
P/E 14.36
Mkt Cap.(Rs cr) 10,668
Buy Price 107.75
Buy Qty 50.00
Sell Price 107.90
Sell Qty 2.00
OPEN 106.80
CLOSE 106.70
VOLUME 19786
52-Week high 149.90
52-Week low 99.20
P/E 14.36
Mkt Cap.(Rs cr) 10,668
Buy Price 107.75
Buy Qty 50.00
Sell Price 107.90
Sell Qty 2.00

Castrol India Ltd. (CASTROLIND) - Director Report

Company director report

To the Members

Your Company's Board of Directors ("Board") is pleased to present the FortyFourth Annual Report of Castrol India Limited ("Castrol" or "Company")for the financial year ended 31 December 2021 ("year under review" or"year" or "FY21").

In compliance with the applicable provisions of Companies Act 2013 (including anystatutory modification(s) or re-enactment(s) thereof for time being in force)("Act") and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") thisreport covers the financial results and other developments during the financial year ended31 December 2021 and upto the date of the Board meeting held on 2 May 2022 to approve thisreport in respect of Castrol India Limited.

1. FINANCIAL RESULTS

The Company's financial performance for the financial year ended 31 December 2021 issummarized below:

Particulars For the year ended 31 December 2021 For the year ended 31 December 2020
(INR in Crores) (INR in Crores)
Sales (a) 4192 2997
Other income (b) 48 62
Total Revenue (a+b) 4240 3059
Profit before tax and depreciation 1112 872
Depreciation and amortization 83 87
Profit before tax 1029 785
Tax expense (including deferred tax) 271 202
Profit after tax 758 583
Other Comprehensive income (net of tax) (1) 4
Total Comprehensive income 757 587
Balance brought forward 882 840
Profit available for appropriation 757 587
Dividend (incl. tax) 544 544
Balance carried forward 1095 882

2. PERFORMANCE

Revenue from operations of your Company has increased by 40% mainly on account highervolume and strategic price interventions. Costs of materials were higher by about 63% overthe previous year mainly due to unprecedented rise in input costs and supply chaindisruptions resulting from the ongoing COVID-19 pandemic. Operating and Other expensesincreased by INR 151 Crores as compared to the previous year on account of investment inpeople safety brand and business growth opportunities. Profit before Tax increased byabout 31% over previous year to INR 1029 Crores. Your Company's performance has beendiscussed in detail in the 'Management Discussion and Analysis Report'. Your Company doesnot have any subsidiary or associate or joint venture company. There are no materialchanges and commitments affecting the financial position of your Company which haveoccurred between the end of the year and date of this report. Further there has been nochange in the nature of business of the Company.

RESERVES

There is no amount proposed to be transferred to the reserves.

CHANGES IN SHARE CAPITAL

During the year under review there was no change in the paid-up share capital of theCompany.

3. RETURNS TO INVESTORS (DIVIDEND)

The Board of Directors of the Company had approved the Dividend Distribution Policy inline with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The policy is separately provided as Annexure I forming anintegral part of this Report and is also uploaded on the website of the Company athttps://www.castrol.com/content/dam/castrol/country- sites/enin/india/home/corporate-governance/dividend distribution policy.pdf

The Board has recommended a final dividend of INR 3/- per equity share for thefinancial year ended 31 December 2021 (2020: Final dividend was INR 3/- per equity share)subject to the approval of members at the ensuing Annual General Meeting of the Company.The Board also declared interim dividend of INR 2.50/- per equity share for the financialyear ended 31 December 2021 on 2 August 2021. (2020: interim dividend was INR 2.50/- perequity share)

The dividend payout for the year under review is in accordance with your Company'spolicy to pay sustainable dividend linked to long-term growth objectives of your Companyto be met by internal cash accruals.

4. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to applicable provisions of the Companies Act 2013 read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") all unpaid or unclaimed dividends are required to betransferred by the Company to the Investor Education and Protection Fund ("IEPF"or "Fund") established by the Central Government after completion of sevenyears from the date the dividend is transferred to unpaid/unclaimed account. Furtheraccording to the Rules the shares in respect of which dividend has not been paid orclaimed by the members for seven consecutive years or more shall also be transferred tothe demat account created by the IEPF Authority.

The Company had sent individual notices and also advertised in the newspapers seekingaction from the members who have not claimed their dividends for seven consecutive yearsor more. Thereafter the Company has transferred such unpaid or unclaimed dividends andcorresponding shares to IEPF up to and including the interim dividend for the financialyear ended 31 December 2014.

Members/claimants whose shares or unclaimed dividend have been transferred to the IEPFdemat Account or the Fund as the case may be may claim the shares or apply for refund bymaking an application to the IEPF Authority in Form IEPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. Themember/claimant can file only one consolidated claim in a financial year as per the IEPFRules.

The Company will be transferring the final dividend and corresponding shares for thefinancial year ended 31 December 2014 and the interim dividend and corresponding sharesfor the financial year ended 31 December 2015 within statutory timelines. Members arerequested to ensure that they claim the dividends and shares referred above before theyare transferred to the said Fund. The due dates for transfer of unclaimed dividend to IEPFare provided in the report on Corporate Governance.

Details of shares/shareholders in respect of which dividend has not been claimed areprovided on website of the Company at https://www.castrol.com/en in/india/home/investors/statement-of-unclaimed-dividend- and-shares.html. The shareholdersare encouraged to verify their records and claim their dividends of all the earlier sevenyears if not claimed.

5. SUPPLY CHAIN

2021 Continued to be a difficult year in a very challenging supply market with frequentdisruptions. Amidst the uncertainties the focus of your supply chain was on servicingcustomers & ensuring supply continuity. This was achieved through agile planningresilient manufacturing & distribution. We continued to commit for future by investingin technology and digital capabilities upgrading & investing in our plants to buildcapacity & capability to support our business and customer needs.

Healthy Safety Security and Environment continued to be at the core of theoperations. Manufacturing sites faced onslaught of COVID-19 Wave 2 in the months of April& May along with the cyclone Taukute & Yaas in the West & East coastrespectively. Despite such challenging environment the plants continued to operatethrough the year taking care of your employees and ensuring highest safety protocols.Vaccination camps were organized for employees and their family members and multipleinterventions made to ensure safety of teams coming to the plants every day. Sitescontinued to be managed with detailed protocols in place ensuring compliance to relevantlocal laws and organization guidelines. Reinforcements were provided to COVID-19 affectedemployees and their family through support groups and other avenues.

Plants also ran campaigns to support community around our plants covering Specialeducation assistance program supplied relief material for families organized 24 medicalcheck-up camps with over 1080 beneficiaries and helped surrounding hospitals by donatingoxygen Concentrators monitors & ventilator participating in COVID-19 recoveryprogram.

Your plants continued to receive external recognition. Patalganga plant received 2020National Safety Council of India Silver Award at the National level for demonstratingoutstanding performance consistently in implementing OHS management system and procedures.This is second year in row that site has won this prestigious award from NSCI. PaharpurPlant has won the prestigious Indian Chamber of Commerce [ICC] National OccupationalHealth & Safety Awards 2020 Gold award in the Oil & Gas Sector in Large EnterpriseCategory. The site has won this rigorous award twice in a row despite a restrictiveCOVID-19 environment. Silvassa plant has been accredited with Global Organic TextileStandard (GOTS) certification. GOTS has been developed by leading standard setters todefine worldwide recognized requirements for organic textiles. From the harvesting of theraw materials environmentally and socially responsible manufacturing to labellingtextiles certified to GOTS provide a credible assurance to the consumer.

Tata Motors Limited recognized the team's exemplary support during pandemic period byway an award when faced with severe global shortage of Base Oil and additives. Thisrecognition from one of our key partners was a great example of agility and teamwork.

Your plants continue to invest in upgrading manufacturing capacity & capabilities -in new filling lines online labelling solutions and upgrading blending processes in theplants to enable & support growth. In addition the teams continued to driveefficiency in operations by focusing on loss identification & elimination therebymitigating inflationary impact.

Sustainability is at the core of operations & practices - both existing & newin manufacturing. There has been constant focus on reducing flush oil generation andimproving the flush reuse through technical & process assessments. There has been arigorous focus on blending at optimum temperature to ensure efficiency of energy used.Energy audits have been undertaken across plants and recommendation implementation hascommenced. Recycling & reuse of water is another focus area in the plants.

Agile planning continued to be at the heart of strong customer deliver during the year.The Supply Chain disruptions also posed an opportunity of servicing a market whichcompetition was struggling with. This was managed through formulation transition andactivating relevant back up scenario to ensure availability of products on shelves. Closecoordination with the suppliers and leveraging relationships helped us successfullyanticipate risks and plan mitigation. In addition supply chain teams constantly engagedwith business teams to identify critical business requirements to optimize resourceallocation for potential challenges. Logistics teams worked closely with the network andtransporters to ensure reliability and service while continuing to follow all guidelines& protocols.

Your supply chain teams also continued a journey of digital transformation acrossprocesses - right from procurement to incoming raw materials investing in advancedplanning solutions and digitization of transport management. These initiatives arebecoming the bedrock of your agile and reliable supply chain.

Your supply chain team continued to lead business owners understood the businesspriorities and demonstrated great agility in pursuing all avenues to support volume andwithout compromising service product quality integrity and compliance requirements.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the changes in the Directors and Key Managerial Personnel during thefinancial year ended 31 December 2021:

a. Appointment of Mr. Deepesh Baxi (DIN: 02509800) as a Chief Financial Officer &Wholetime Director on the Board of the Company for a period of five (5) years with effectfrom 1 January 2021.

b. Re-appointment of Mr. Siddharth Shetty as a Key Managerial Personnel of the Companyfor a period of three (3) years with effect from 3 May 2021.

c. Appointment of Mr. Mayank Pandey (DIN: 09274832) as an Additional Director and theWholetime Director on the Board of the Company for a period of five (5) years with effectfrom 9 August 2021 subject to the approval of the Members and the Central Government.

d. Cessation of Ms. Chandana Dhar (ACS: 17891) as a Company Secretary & ComplianceOfficer of the Company with effect from the close of business hours on 5 September 2021.

e. Appointment of Ms. Hemangi Ghag (FCS: 9329) as a Company Secretary & ComplianceOfficer of the Company with effect from 6 September 2021.

Further the Board of Directors at its meeting held on 7 February 2022 appointed Mr.Saugata Basuray as an Additional Director and Wholetime Director of the Company for aperiod of five (5) years with effect from 1 April 2022 subject to obtaining of DirectorIdentification Number and approval of the Members.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Sashi Mukundan (DIN: 02519725) Nominee Director and Mr. Deepesh Baxi (DIN02509800) CFO & Wholetime Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible have offered themselves for re-appointment.Details of the Directors proposed to be re-appointed at the ensuing Annual GeneralMeeting as required by Regulation 36(3) of the SEBI Listing Regulations and SS - 2(Secretarial Standards on General Meetings) are provided at the end of the Noticeconvening the 44th Annual General Meeting of the Company. Further details ofthe Directorships held by Mr. Sashi Mukundan (DIN: 02519725) and Mr. Deepesh Baxi (DIN02509800) in other companies are given in the Corporate Governance Report.

The Independent Directors of your Company have certified their independence to theBoard stating that they meet the criteria for independence as mentioned under Section149(6) of the Act. There was no change in the composition of the Board of Directors andKey Managerial Personnel during the year under review except as stated above.

The Board is of the opinion that the Independent Directors of the Company havefulfilled the conditions as specified in SEBI Listing Regulations are independent of themanagement possess requisite qualifications experience and expertise in the fields offinance people management strategy auditing tax and risk advisory services bankingfinancial services investments and they hold highest standards of integrity.

The Independent Directors of the Company have registered themselves with the IndianInstitute of Corporate Affairs Manesar ('IICA') as required under Rule 6 of Companies(Appointment and Qualification of Directors) Rules 2014. The Independent Directors of theCompany have served for more than three years on board of listed entities and hence shallnot be required to pass the online proficiency self-assessment test as per the proviso toRule 6(4) of Companies (Appointment and Qualification of Directors) Rules 2014.

7. POLICY ON NOMINATION

INDEPENDENCE REMUNERATION DIVERSITY AND EVALUATION

The Policy on Nomination Independence Remuneration Diversity and Evaluationapproved by the Nomination and Remuneration Committee of your Company and which has beenadopted by the Board of Directors is annexed as Annexure II to this report of theBoard to the Members. This policy is available on the website of the Company athttps://www.castrol.com/content/ dam/castrol/country-sites/en in/india/home/corporate-governance/nrc policy cil 2018.pdf

8. BOARD EVALUATION

The Nomination and Remuneration Committee of your Company approved the Policy onNomination Independence Remuneration Diversity and Evaluation ("Policy")which has been adopted by the Board of Directors. The Policy provides for evaluation ofthe Board the Committees of the Board and individual Directors including the Chairman ofthe Board. The Policy provides that evaluation of the performance of the Board as a wholeand the Board Committees and individual Directors shall be carried out annually.

Your Company has appointed a reputed agency that engages with the Chairman of the Boardand Chairperson of the Nomination and Remuneration Committee in respect of the evaluationprocess. The agency prepares an independent report which is used for giving appropriatefeedback to the Board/Committees/ Directors for discussions in the meetings.

During the year the evaluation cycle was completed by the Company which included theevaluation of the Board as a whole Board Committees and individual Directors. Theevaluation process focused on various aspects of the Board and Committees' functioningsuch as composition of the Board and its Committees experience and competenciesperformance of specific duties obligations and governance issues. A separate exercise wascarried out to evaluate the performance of individual Directors on parameters such asattendance contribution and exercise of independent judgement.

The results of the evaluation of the Board and its Committees were shared with theBoard and its respective Committees. The Chairman of the Board had discussions withmembers of the Board to discuss the performance feedback based on self-appraisal and peerreview. The Nomination and Remuneration Committee Chairman discussed the performancereview with the Chairman of the Board.

The Independent Directors met on 29 October 2021 to review performance evaluation ofNon-Independent Directors and the Board of Directors and also of the Chairman taking intoaccount views of Executive Directors and Non-Executive Directors.

Based on the outcome of the evaluation the Board and its Committees have agreed onvarious action points which would result in each Director its Committees and the Boardits Committees and each Director playing more meaningful roles to increase shareholdervalue.

9. BOARD AND COMMITTEES

The Board met five times during the year details of which are given in the CorporateGovernance Report that forms part of this annual report. The intervening gap between themeetings was within the period prescribed under the Act and the SEBI Listing Regulationsand as per the Circulars issued by the Ministry of Corporate Affairs and SEBI. Details ofall the Committees of the Board have been given in the Corporate Governance Report.

10. CORPORATE GOVERNANCE

Your Company is part of BP Group which is known globally for best standards ofgovernance and business ethics. Your Company has put in place governance practices asprevalent globally. The Corporate Governance Report and the Auditor's Certificateregarding compliance of conditions of Corporate Governance are made part of the annualreport.

11. CORPORATE SOCIAL RESPONSIBILITY

At Castrol India Limited we believe that we have a responsibility to bring enduringpositive value to communities we work with. In line with our core theme to keep Indiamoving we have and will continue to build enduring and engaging relationships with keystakeholders in the mobility sector.

Truck drivers and mechanics are two key partners who play a significant role in keepingthe wheels of this sector moving. Truck drivers carry the majority of freight traffic inthe country while mechanics service one of the largest automotive markets in the world.However their skills livelihood opportunities and socio-economic conditions need morefocus.

At Castrol India Limited we are committed to making a positive impact in the lives oftruck drivers and mechanics by preparing them to face today's reality and leveragetomorrow's opportunity.

In line with this vision Castrol India Limited now focusses on two key flagship CSRprogrammes:

• Programme for holistic development of truck drivers - Castrol Sarathi Mitra

• Programme for mechanics with an aim to strengthen skills development inautomotive and industrial sectors with a focus on technology - Castrol Eklavya

Additionally Castrol India Limited continues to support community developmentinitiatives around areas of operations and presence. The Company from time to timesupports humanitarian aid activities in India by providing relief and rehabilitation topeople impacted by natural disasters.

The Corporate Social Responsibility Policy is available on the website of the Companyat https://www.castrol. com/en in/india/home/castrol-story/corporate-social-responsibility.html.

The annual report on CSR activities is annexed to this report as Annexure III.

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sections 134(3)(c) and 134(5) of the Act withrespect to the Directors' Responsibility Statement it is hereby confirmed:

a. In the preparation of the annual accounts for the year ended 31 December 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b. The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31 December 2021 and of the profitof your Company for the year ended on that date;

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of your Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a 'going concern' basis;

e. The Directors have laid down internal financial controls to be followed by yourCompany and that such internal financial controls are adequate and are operatingeffectively and

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are efficient and operating effectively.

13. RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has set up a Risk Management Committee. Your Company has also adopted aRisk Management Policy the details of which are given in the Corporate Governance Reportthat forms part of this Annual Report.

Your Company maintains an adequate and effective internal control system commensuratewith its size and complexity. We believe that these internal control systems provideamong other things a reasonable assurance that transactions are executed with managementauthorization and that they are recorded in all material respects to permit preparation offinancial statements in conformity with established accounting principles and that theassets of your Company are adequately safe-guarded against significant misuse or loss. Anindependent internal audit function is an important element of your Company's internalcontrol system. The internal control system is supplemented through an extensive internalaudit programme and periodic review by management and Audit Committee.

Your Company has in place adequate Internal Financial Controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

14. RELATED PARTY TRANSACTIONS

Your Company has adopted a Related Party Transactions Policy. The Audit Committeereviews this policy from time to time and also reviews and approves all related partytransactions to ensure that the same are in line with the provisions of applicable lawand the Related Party Transactions Policy. The policy was amended by the Board ofDirectors on 31 March 2022 to incorporate the new requirements introduced under the SEBIListing Regulations.

The Committee approves the related party transactions and wherever it is not possibleto estimate the value approves limit for the financial year based on best estimates. Allrelated party transactions are reviewed by an independent accounting firm to establishcompliance with policy and limits approved.

All related party transactions entered during the year were in the ordinary course ofthe business and on arm's length basis except the transaction entered into by the Companyparticulars of which are given in Form AOC-2 attached as Annexure IV to thisreport. No material related party transactions were entered into during the year by yourCompany.

In conformity with the requirements of the Act read with the SEBI Listing Regulationsthe policy to deal with related party transactions is also available on Company's websiteat https://www.castrol.com/content/dam/ castrol/country-sites/enin/india/rpt-v3-26april21.pdf

15. DEPOSITS

Your Company has not accepted any deposits under Chapter V of the Act during thefinancial year and as such no amount on account of principal or interest on deposits frompublic is outstanding as on 31 December 2021.

16. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED

There are no loans guarantees and investments made by your Company pursuant to Section186 of the Act.

17. CONSERVATION OF ENERGY

TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT (R&D) AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided as AnnexureV.

18. MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR

No material changes and commitments which could affect your Company's financialposition have occurred between the end of the financial year of your Company and date ofthis report.

19. AUDITORS

STATUTORY AUDITOR

The Statutory Auditors of your Company namely Deloitte Haskins & Sells LLPChartered Accountants were appointed for a period of five years at the Annual GeneralMeeting held on 31 May 2017. Your Directors recommend re-appointment of Statutory Auditorsfor a further period of five (5) years from the conclusion of the ensuing 44thAnnual General Meeting till the conclusion of the 49th Annual General Meetingsubject to the approval of Members.

The Statutory Auditors have confirmed their eligibility and submitted the certificatein writing that they are not disqualified to hold the office of the Statutory Auditor. Thereport given by the Statutory Auditor on the financial statements of the Company formspart of the Annual Report. There is no qualification reservation adverse remark ordisclaimer given by the statutory auditor in their report.

COST AUDITOR

M/s. Kishore Bhatia & Associates Cost Accountants carried out the cost audit forthe Company for the year under review. They have been re-appointed as cost auditors forthe financial year ending 31 December 2022. A remuneration of INR 385000/- (Rupees ThreeLakhs Eighty Five Thousand only) plus applicable taxes and out of pocket expenses has beenfixed for the Cost Auditors subject to the ratification of such fees by the Members at the44th AGM. Accordingly the matter relating to ratification of the remunerationpayable to the Cost Auditors for the financial year ending 31 December 2022 is placed atthe 44th AGM. The Company has maintained cost records as specified undersub-section (1) of section 148 of the Companies Act 2013 and the same shall be audited bythe cost auditor i.e. M/s. Kishore Bhatia & Associates Cost Accountants for thefinancial year 2022.

SECRETARIAL AUDITOR

The Board had appointed M/s. S. N. Ananthasubramanian & Co. Company Secretaries inWhole-time Practice to carry out secretarial audit under the provisions of Section 204 ofthe Act for the financial year ended 31 December 2021. The Secretarial Auditor's reportto the shareholders does not contain any qualification and is annexed to this reportmarked as Annexure VI.

20. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the financial year your Company has complied with applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

21. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Act and Rule 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 have been annexed to this report as Annexure VII.

Details of employee remuneration as required under provisions of Section 197 of theAct and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 form part of this report. As per the provisions of Section 136 ofthe Act the Report and Financial Statements are being sent to the Members of your Companyand others entitled thereto excluding the statement on particulars of employees. Copiesof said statement are available at the registered office of the Company during thedesignated working hours from 21 days before the Annual General Meeting till date of theAnnual General Meeting. Any member interested in obtaining such details may also write tothe corporate secretarial department at the registered office of the Company.

22. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company firmly believes in providing a safe supportive and friendly workplaceenvironment - a workplace where our values come to life through the supporting behaviors.Positive workplace environment and a great employee experience are integral part of ourculture. Your Company believes in providing and ensuring a workplace free fromdiscrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and inthe event of any occurrence of an incident constituting sexual harassment. Your Companyhas created the framework for individuals to seek recourse and redressal to instances ofsexual harassment.

Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in placeto provide clarity around the process to raise such a grievance and how the grievance willbe investigated and resolved. An Internal Committee has been constituted in line with theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.There was one training session conducted for the POSH Committee Human Resource functionand some of the Leaders

During the year there was no complaint of sexual harassment that was reported.

23. VIGIL MECHANISM

Your Company has a very strong whistle blower policy viz. 'Open Talk'. All employees ofyour Company also have access to the Chairman of the Audit Committee in case they wish toreport any concern. Your Company has provided a dedicated e-mail address for reportingsuch concerns. All cases registered under Whistle Blower Policy of your Company arereported to and are subject to the review by the Audit Committee.

24. ANNUAL RETURN

The annual return of the Company as required under the Companies Act 2013 will beavailable on the website of the Company at https://www.castrol.com/en in/india/home/investors/general-meeting.html

25. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend voting or otherwise.

2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Companyunder any scheme.

3. Your Company has not resorted to any buy back of its Equity Shares during the yearunder review.

4. Your Company does not have any subsidiaries. Hence neither the Managing Directornor the Wholetime Directors of your Company received any remuneration or commission duringthe year from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and your Company's operations in future.

6. No fraud has been reported by auditors under sub-section (12) of section 143.

7. The details of difference between amount of the valuation done at the time ofone-time settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof - Not Applicable

8. The details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year along with their status as at the endof the financial year - Not Applicable

26. AWARDS AND RECOGNITIONS

Your Company was recognized with many prestigious and diverse external accolades in2021 which include:

1. Castrol India's flagship CSR programmes - Castrol Eklavya for upskilling ofmechanics and Castrol Sarathi Mitra for the holistic development of truck drivers - wererecognized for 'Excellence in CSR' by the British Business Group Delhi.

2. GOTS (Global organic textile standard) certification audit was successfullycompleted for the Silvassa

Plant pertaining to products Tribol BW 22 & Tribol BW 32 thereby ensuring organicstatus of textiles through environmentally and socially responsible manufacturing.

3. The Ford Q1 certification a highly coveted award reflecting strong qualitystandards processes and focus on customer service was successfully renewed for theCastrol India Silvassa plant in July 2021 - making it the only lubricants plant in Asia towin the prestigious award. In March 2021 the plant had successfully completed the annualQ1 manufacturing site assessment with all elements in "Green" and completedMaterials Management Operating Guidelines/Logistic Evaluation (MMOG/LE) which is amandatory subrequirement for Ford Q1 with "Rating A".

4. Castrol India Limited was awarded the Tata Motors Supplier Awards 2021 for"Ramp Up Agility" recognizing our contribution towards ensuring supply securityfor Tata's ICE & Electric Car manufacturing operations.

5. Castrol India Limited's Paharpur Plant was conferred the Indian Chamber of CommerceHealth & Safety Silver Award 2021 by the Hon'ble Minister for Labour Government ofWest Bengal for utmost commitment to Health and Safety of the workforce.

27. ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation of the efforts put in byyour Company's employees for achieving encouraging results under difficult conditions. TheBoard also wishes to thank the Members distributors vendors customers bankersgovernment and all other business associates for their support during the year.

On behalf of the Board of Directors
Sandeep Sangwan Deepesh Baxi
Managing Director Chief Financial Officer & Wholetime Director
DIN: 08617717 DIN: 02509800
Place : Mumbai
Date : 2 May 2022

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