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Castrol India Ltd.

BSE: 500870 Sector: Industrials
NSE: CASTROLIND ISIN Code: INE172A01027
BSE 00:00 | 25 Feb 128.20 3.05
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NSE 00:00 | 25 Feb 128.25 3.20
(2.56%)
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OPEN 125.00
PREVIOUS CLOSE 125.15
VOLUME 159631
52-Week high 157.45
52-Week low 89.65
P/E 21.77
Mkt Cap.(Rs cr) 12,681
Buy Price 127.90
Buy Qty 100.00
Sell Price 128.20
Sell Qty 83.00
OPEN 125.00
CLOSE 125.15
VOLUME 159631
52-Week high 157.45
52-Week low 89.65
P/E 21.77
Mkt Cap.(Rs cr) 12,681
Buy Price 127.90
Buy Qty 100.00
Sell Price 128.20
Sell Qty 83.00

Castrol India Ltd. (CASTROLIND) - Director Report

Company director report

To the Members

Your Company's Board of Directors ("Board") is pleased to present the FortySecond Annual Report of Castrol India Limited ("Castrol" or "Company")for the financial year ended 31 December 2019 ("year under review" or"year" or "FY19").

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 Regulations") this reportcovers the financial results and other significant developments during the financial yearended 31 December 2019 and upto the date of the Board meeting held on 17 June 2020 toapprove this report in respect of Castrol India Limited.

1. FINANCIAL RESULTS

The Company's financial performance for the financial year ended 31 December 2019 issummarized below:

Particulars For the year ended 31 December 2019 For the year ended 31 December 2018
(INR in crores) (INR in crores)
Sales (a) 3877 3905
Other income (b) 65 84
Total Revenue (a+b) 3942 3989
Profit before tax and depreciation 1217 1154
Depreciation and amortization 70 56
Profit before tax 1147 1098
Tax expense (including deferred tax) 320 390
Profit after tax 827 708
Other Comprehensive income (net of tax) (4.3) (1.1)
Total Comprehensive income 823 707
Balance brought forward 643 503
Profit available for appropriation 827 708
Appropriation
Dividend (incl. tax) 626 566
Balance carried forward 840 643

2. PERFORMANCE

Revenue from operations of your Company is at similar levels as previous year. Costs ofmaterials were lower by about 8% over the previous year mainly due to decline in inputcosts as a result of efficiency and procurement saving during the year. Operating andother expenses increased by INR 49 Crores as compared to the previous year in line withinflation. Profit before Tax increased by about 4% over previous year to INR 1147 Crores.Profit after Tax increased by 17% over the previous year to INR 827 Crores on account ofhigher PBT and reduction in statutory tax rate. 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 material changes and commitments affecting thefinancial position of your Company which have occurred between the end of the year anddate of this report. Further there has been no change in the nature of business of theCompany.

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/en_in/india/home/corporate-governance/ dividend_distribution_policy.pdf

The Board had recommended a final dividend of INR 3/- per equity share for thefinancial year ended 31 December 2019 (2018: final dividend INR 2.75/- per equity share).Owing to delay in holding the 42nd Annual General Meeting (AGM) of the Companydue to spread of the coronavirus pandemic and nation-wide lockdown the Board decided torevoke and cancel the aforesaid recommendation and declared a second interim dividend ofINR 3/- per equity share (which is at the same rate as recommended by the Board as FinalDividend for the approval by the Shareholders at the 42nd AGM of the Company)for the financial year ended 31 December 2019. This is in addition to an interim dividendof INR 2.50/- per equity share (2018: interim dividend INR 2.25/- per equity 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 (IEPF)

Pursuant to applicable provisions of the Companies Act 2013 ("Act") readwith the Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 ("IEPF Rules") all unpaid or unclaimed dividends arerequired to be transferred by the Company to the Investor Education and Protection Fund("IEPF" or "Fund") established by the Central Government aftercompletion of seven years from the date the dividend is transferred to unpaid/unclaimedaccount. Further according to the Rules the shares in respect of which dividend has notbeen paid or claimed by the members for seven consecutive years or more shall also betransferred to the 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 2012. There has been an instance whereby undisputed amountsrequired to be transferred to IEPF were transferred by the Company within 45 days from thelast date of payment to the IEPF with respect to dividends declared on 16 July 2012amounting to INR 0.65 crores owing to technical issues faced with the MCA filing systemduring the aforesaid transfer.

Members/claimants whose shares 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 2012 and the interim dividend and corresponding sharesfor the financial year ended 31 December 2013 on or before 30 September 2020 and 6 October2020 respectively. The IEPF Authority of the Ministry of Corporate Affairs (MCA) vide itscircular ref. 16/2020 dated 13 April 2020 has allowed filing of the IEPF related Forms(including return to be filed after the funds are transferred to IEPF) till 30 September2020 without any additional fees thus allowing stakeholders to plan other concomitantactions accordingly. Members are requested to ensure that they claim the dividends andshares referred above before they are transferred to the said Fund. The due dates fortransfer of unclaimed dividend to IEPF are provided in the report on Corporate Governance.

Details of dividends / underlying shares for which dividends have not been claimed /paid will be made available on the website at https://www.castrol.com/en_in/india/home/investors/ statement-of-unclaimed-dividend-and-shares.html Shareholders are encouraged to verify their records and claim their dividendsof all the earlier seven years if not claimed.

5. SUPPLY CHAIN

Your Company's supply chain function remained an important enabler for theorganization. The five strategic pillars of supply chain continued to be:

1. Contemporary differentiated and competitive customer service

2. Premium quality - a source of enhanced customer experience

3. Supply chain capabilities - assets and resources to support growth

4. Consistent processes

5. Generating value for business through efficiency initiatives.

Health Safety Security and Environment along with Ethics and Values formed the coreof our operations.

The safety agenda continued to be driven strongly through plant safety and road safetyinitiatives. We conducted our annual road safety campaign with heavy vehicle drivers. Witha strong focus on safe driving it continued to be an important forum for engagement withan overwhelming participation from our employees to initiate and continue conversations onsafety with the heavy vehicle drivers.

As part of the safe control and monitoring mechanism safety observations continued tobe recorded and proactively addressed. The Control of Work guidelines and OperatingManagement System processes across the plants and other supply chain functions continuedto be strengthened.

Customer service and product availability continued to be driven by proactivelyanticipating demand changes and variability and through the order fulfillment processes.We managed our operations without impact to service despite certain incidents at ourmaterial suppliers end. Plant production raw materials and packaging supplier reliabilitywere also important pillars for a strong service delivery. With a close ear to the groundand sensing our customer needs we introduced a variety of new products across varioussegments. We continued to serve our customers and OEM partners both old and new with afocus on premium brand experience.

Throughout the year there was a strong focus on generating value through efficientprocesses and optimized operations to support our business delivery. Efficient sourcingand transportation initiatives focusing on cost optimization were led successfullyhelping deliver additional value for business.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the changes in the Directors and Key Managerial Personnel during thefinancial year ended 31 December 2019:

a. cessation of Mr. Peter Weidner (DIN: 03620389) as Non-Executive Nominee Director onthe Board of the Company from close of business hours on 31 January 2019.

b. appointment of Mr. Ramchander Avanavadi Subramaniam (DIN: 00046647) as NonExecutiveNominee Director on the Board of the Company with effect from 29 April 2019.

c. appointment of Mr. Mark Josceline Sclater (DIN: 08454084) as Non-Executive NomineeDirector on the Board of the Company with effect from 16 May 2019.

d. re-appointment of Mr. R. Gopalakrishnan (DIN: 00027858) as an Independent Directorof the Company for a term of five (5) years with effect from 1 October 2019 i.e. upto 30September 2024 subject to the approval of the members of the Company by way of specialresolution.

e. cessation of Mr. S.M. Datta (DIN: 00032812) as an Independent Director and Chairmanof the Company with effect from 1 October 2019.

f. appointment of Mr. R. Gopalakrishnan (DIN: 00027858) as Chairman of the Board ofDirectors of the Company with effect from 1 October 2019.

g. re-appointment of Mr. Uday Khanna (DIN: 00079129) as an Independent Director of theCompany for a term of five (5) years with effect from 1 October 2019 i.e. upto 30September 2024 subject to the approval of the members of the Company by way of specialresolution.

h. appointment of Mr. Rakesh Makhija (DIN: 00117692) as an Additional (Independent)Director of the Company with effect from 1 October 2019 for a period of five (5) yearssubject to approval of the members of the Company.

i. re-appointment of Mr. Omer Dormen (DIN: 07282001) as Managing Director of theCompany for a term of one (1) year with effect from 12 October 2019 upto 11 October 2020subject to the approval of the members of the Company and the Central Government.

j. re-appointment of Mr. Jayanta Chatterjee (DIN: 06986918) as Wholetime Director-Supply Chain of the Company for a term of five (5) years with effect from 30 October 2019i.e. upto 29 October 2024 subject to the approval of the members of the Company.

k. cessation of Mr. Mark Josceline Sclater (DIN: 08454084) as a Nominee Director on theBoard of the Company with effect from the close of business hours on 6 December 2019.

l. cessation of Mr. Omer Dormen as the Managing Director of the Company with effectfrom close of business hours on 31 December 2019.

m. appointment of Mr. Sandeep Sangwan (DIN: 08617717) as an Additional Director and theManaging Director of the Company for a period of five (5) years with effect from 1 January2020 subject to the approval of the members of the Company and the Central Government.

In accordance with the provisions of the Act and the Articles of Association of theCompany Ms. Rashmi Joshi (DIN: 06641898) CFO & Whole-time Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible has offeredherself for re-appointment. Details of the Director proposed to be re-appointed at theensuing Annual General Meeting as required by Regulation 36(3) of the SEBI Regulations2015 and SS - 2 (Secretarial Standards On General Meetings) are provided at the end of theNotice convening the 42nd Annual

General Meeting of the Company. Further details of the directorships held by Ms.Rashmi Joshi (DIN: 06641898) in other companies are given in the Corporate GovernanceReport.

The Independent Directors of your Company have certified their independence to theBoard stating that they meet the criteria for independence as mentioned under Section 149(6) of the Act. There was no change in the composition of the Board of Directors and KeyManagerial Personnel during the year under review except as stated above.

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the fields of finance peoplemanagement strategy auditing tax and risk advisory services banking financialservices 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 ten 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 INDEPEN-DENCE 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 also available on the website of the Company athttps://www.castrol.com/content/ dam/castrol/country-sites/en_in/india/home/ corporate-qovernance/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 Chairman 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 judgment.

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 individual discussionswith each member of the Board to discuss the performance feedback based on self-appraisaland peer review. The Nomination and Remuneration Committee Chairman discussed theperformance review with the Chairman of the Board.

The Independent Directors met on 23 October 2019 to review performance evaluation ofNonIndependent 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 Board Committees and the Boardplaying more meaningful roles to increase shareholder value.

9. BOARD AND COMMITTEES

The Board met four 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 Regulations. Detailsof all 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 2019 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 2019 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 Committee approves the related partytransactions and wherever it is not possible to estimate the value approves limit for thefinancial year based on best estimates. All related party transactions are reviewed by anindependent accounting firm to establish compliance with law and limits approved.

All related party transactions entered during the year were in the ordinary course ofthe business and on arms length pricing basis. No material related party transactions wereentered into during the year by your Company. Accordingly the disclosure of related partytransactions as required under Section 134(3)(h) of the Act in Form AOC-2 is notapplicable to your Company.

In conformity with the requirements of the Act read with SEBI Regulations the policyto deal with related party transactions is also available on Company's website athttps://www.castrol. com/en_in/india/home/investors/corporate- governance.html

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 as outstanding as on 31 December 2019.

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 EXCHANGE EARNINGS 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 AnnexureIV.

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 auditor 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. The Companies (Amendment) Act 2017 has waived therequirement for ratification of the appointment by the members at every Annual GeneralMeeting. Hence the approval of the members is not being sought for the re-appointment ofthe statutory auditor and in line with their resolution of appointment passed at theAnnual General Meeting held on 31 May 2017 the statutory auditor will continue to holdoffice till the conclusion of the 44th Annual General Meeting of the Company.The statutory auditor has confirmed their eligibility and submitted the certificate inwriting 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 is partof the Annual Report. There is no qualification reservation adverse remark or disclaimergiven by the statutory auditor in their report.

COST AUDITOR

M/s. Kishore Bhatia & Associates Cost Accountants carried out the cost audit forthe Company. They have been re-appointed as cost auditors for the financial year ending 31December 2020. The Company has maintained cost records as specified under sub-section (1)of section 143 of the Companies Act 2013 and the same shall be audited by the costauditor i.e. M/s. Kishore Bhatia & Associates Cost Accountants for the financial year2019.

SECRETARIAL AUDITOR

The Board had appointed S. N. Anantha- subramanian & 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 2019. The secretarial auditor's reportto the shareholders does not contain any qualification and is annexed to this reportmarked as Annexure V.

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 VI.

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 Statement 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 Complaints Committee has been constituted inline with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

During the year there was one complaint of sexual harassment that was reported and thematter was under investigation as on 31 December 2019.

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 of 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.

26. AWARDS AND RECOGNITIONS

Your Company was recognized with many prestigious and diverse external accolades in2019 which include:

1. ACEF Global customer Engagement Awards

- Bronze in Mobile Marketing (Effectiveness)

2. Economic Times Brand Equity Shark Awards 2019

3. ACEF Global customer Engagement Awards

- Gold in Mobile Marketing (Successful use of Technology)

4. RMAI Flame Awards Asia 2019 - Silver in the category of Best Direct MarketingCampaign of the year

5. RMAI Flame Awards Asia 2019 - Bronze in the category of Best Trade EngagementCampaign of the year

6. Creative Abbys 2019 - Bronze

7. Effies APAC 2019 in Automotive category - Gold

8. Effies APAC 2019 in the category of Positive Change Social Good - Brands - Bronze

9. ACEF Global Customer Engagement Awards 2019 - Gold

10. Effies India 2019 - Silver in Automobiles and Auto related category

11. Effies India 2019 - Bronze in Experiential Marketing

12. PR Asia Awards 2019 - Silver Trophy in Best PR campaign (PR event) category

13. International Safety Award 2018 by British Safety Council

14. Asia Pacific Quality Organization (APQO) Global Performance Excellence Award (GPEA)2019

15. Campaign India PR awards 2019

16. Economic Times Brand Equity Kaleido Awards 2019

17. India Digital Crest Awards - 2 Golds

18. 3rd Rajasthan CSR Award in the category Livelihood

19. Golden Peacock Innovation Management Award 2019

20. The Silvassa plant of the Company is the first lubricants plant in India to beawarded the coveted Ford Q1 Certification

21. The Patalganga plant of the Company was the winner of the Golden PeacockOccupational Health & Safety Award 2018 in the industrial sector

22. Runners up in Classical category at The Mint Corporate Strategy Awards 2018

23. WARC Prize for Asian Strategy 2019

24. Mumbrella Asia Awards 2019

25. Indian Marketing Awards 2019 Customer Relationship Marketing - Gold

26. Indian Marketing Awards 2019 Customer Relationship Marketing - Bronze

27. Big Bang Awards 2019 for Best Integrated - Consumer Products others - Silver

28. Big Bang Awards 2019 for Direct Marketing - Gold

29. National Safety Council of India Award - Silver for Patalganga plant

30. Gold at The Effies 2019 in the Automotive (Aftermarket) category

31. Bronze at The Effies 2019 in Disruptive Differentiator category

32. Ms. Rashmi Joshi Chief Financial Officer & Wholetime Director of the Companywon the Treasury Today Asia Woman of the year - Adam Smith Awards Asia 2019

33. Grant Thornton SABERA Award 2019 for Castrol Sarathi Mitra program

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 Rashmi Joshi
Managing Director Chief Financial Officer
DIN:08617717 & Wholetime Director
Place : Mumbai DIN: 06641898
Date : 17 June 2020

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