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Indian Oil Corporation Ltd.

BSE: 530965 Sector: Oil & Gas
NSE: IOC ISIN Code: INE242A01010
BSE 00:00 | 11 May 103.70 4.65
(4.69%)
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99.00

HIGH

104.40

LOW

97.95

NSE 00:00 | 11 May 103.70 4.55
(4.59%)
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104.40

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OPEN 99.00
PREVIOUS CLOSE 99.05
VOLUME 3626062
52-Week high 105.00
52-Week low 71.15
P/E 5.09
Mkt Cap.(Rs cr) 97,625
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 99.00
CLOSE 99.05
VOLUME 3626062
52-Week high 105.00
52-Week low 71.15
P/E 5.09
Mkt Cap.(Rs cr) 97,625
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indian Oil Corporation Ltd. (IOC) - Director Report

Company director report

Dear Members

On behalf of the IndianOil Board I present to you the 61stAnnual Report and the third Integrated Annual Report of the Company for the financial yearended March 31 2020 along with the Audited Standalone and Consolidated FinancialStatements and Auditors report thereon.

Matching the pace of the energy demand in the country the Companyposted robust performance during the year retaining its numero-uno position in thedownstream petroleum sector and strengthening its new verticals of Gas Petrochemicals andE&P.

THE RESILIENT COMPANY: TREADING THROUGH THE COVID-19 CHALLENGE

The unprecedented COVID-19 novel Coronavirus followed by the lockdownenforced by various countries to flatten the rising curve of the pandemic had severelyimpacted businesses across the world. In India too the Government announced a nationwidelockdown with effect from March 25 2020 which continued with certain relaxations tillMay 31 2020. Thereafter the lockdown was lifted partially by the Central and StateGovernments with few restrictions.

Despite the lockdown the dedicated workforce of the Company as well asits channel partners put in their best to maintain the supply lines of fuels forhouseholds and essential / emergency services across the country.

Since the commencement of the nationwide lockdown the Company put inplace a comprehensive strategy to maintain business continuity while also ensuring thehealth and safety of all its stakeholders including its employees channel partnerstheir subordinate staff and a large number of contract workers.

The Company had witnessed a demand growth of 0.8% for petroleumproducts in 2019-20 till February 2020. However sales declined by 21% in March 2020 dueto the lockdown dragging down the growth for the entire year to -1.1%. The performance ofthe Company was impacted by the prolonged lockdown leading to lower sale of petroleumproducts by 46% during the month of April 2020 as well. With relaxations by the CentralGovernment as well as the State Governments product sales improved from May onwards butremained lower as compared to that of the previous year. During the period April -July2020 the sale of petroleum products was only 74% of the sales achieved during thecorresponding period last year. The Natural Gas sales which had grown by 19% in 2019-20witnessed a fall in April -May 2020 falling to 74% of April -May 2019 levels. Withrelaxations and ease of lockdown by the Central and State Governments Natural Gas salesimproved from June onwards and growth rates of 15% and 17% were achieved in June &July 2020 respectively.

Some significant steps taken by the Company in the face of the pandemicare as under:

• All operating locations i.e. refineries pipelines terminalsdepots LPG bottling plants lube blending plants etc. remained operational throughoutthe lockdown period. Nearly 60% of the employees continued to work from regularwork-places and the rest remotely or from home.

• While the lower demand of petroleum products impactedrefineries' throughput the Company took immediate steps to increase LPG production byoptimising refinery operations to meet the sharp rise in demand caused by the lockdown aswell as provision of free LPG refills for three months to PMUY customers under PradhanMantri Garib Kalyan Yojana (PMGKY).

• Despite the lockdown the Company delivered about 25 lakhcylinders to the doorsteps of its customers every day with its bottling plants and thefield force toiling together as a team.

• Due to the fall in domestic demand for petroleum products theCompany undertook exports on a continuous basis to maintain its refinery operations.

• While some crude oil cargoes meant for the refineries wereeither deferred or rescheduled some were diverted to fill the country's strategicpetroleum reserves to benefit from prevailing low prices.

• Additional storage was created in locations wherever possible byre-commissioning tanks on a war-footing.

• Medical insurance cover for COVID-19 was provided to about323000 frontline personnel including retail outlet customer attendants LPG deliveryboys POL tank-truck crew DGR guards on pipeline patrol duty operators and crew of theMobile Manufacturing Unit (MMU) of the Explosives group etc.

• In order to extend a helping hand to the families of contractworkers and the workforce of business partners who are exposed to the risk of contractingCOVID-19 the Company has announced ex-gratia assistance of R 5 lakh to the family of anysuch worker who expires due to COVID-19.

• Comprehensive advisories on safe practices to avoid virustransmission covering various aspects like social distancing work-from-home meetingsover digital platforms telemedicine etc. were prepared and shared with all locationsfor strict implementation.

• A standard operating procedure was developed wherein locationsare required to ensure wearing of masks and availability of hand-sanitisers at keytouch-points. The Company took up in-house production of hand-sanitisers wherever possibleand provided the same to the district administration and law enforcement personnel.

• Security controls were put in place in line with the newwork-from-home norms to counter cyber-attacks.

• The Company contributed R 225 crore to PM CARES fund forCOVID-19 relief. In addition all the employees of the Company contributed two days'salary amounting to R 24 crore to the fund.

PERFORMANCE REVIEW FINANCIAL

Particulars

2019-20

2018-19

US$ Million Rin Crore US$ Million Rin Crore
Revenue from Operations (Inclusive of Excise Duty & Sale of Services) 79976 566950 86686 605932
EBITDA
(Profit Before Exceptional Items Finance Cost Tax Depreciation & Amortisation) 3154 22356 5286 36952
Finance Cost 843 5979 616 4311
Depreciation 1237 8766 1075 7514
Profit Before Tax & Exceptional Items 1074 7611 3595 25127
Exceptional Items (1595) (11305) - -
Profit Before Tax (521) (3694) 3595 25127
Tax Provision (706) (5007) 1178 8233
Profit After Tax 185 1313 2417 16894
Balance Brought Forward from Last Year - - - -
Less: Appropriations
Interim Dividend paid 550 3902 1112 7775
Final Dividend paid 130 918 271 1896
Dividend Distribution Tax 139 986 284 1985
Insurance Reserve (Net) 3 20 3 18
Bond Redemption Reserve - - 90 631
CSR Reserve (Net) - - - -
General Reserve (637) (4513) 657 4589
Balance Carried to Next Year - - - -

SHAREVALUE

Particulars

2019-20

2018-19

US$ R US$ R
Cash Earnings Per Share 0.15 10.98 0.37 25.85
Earnings Per Share 0.02 1.43 0.26 17.89
Book Value Per Share 1.35 102.13 1.71 118.35

Note: Exchange Rate used :-

For 2019-20: Average Rate 1 US$ = R 70.89 and Closing Rate 1 US$ = R75.67 as on March 31 2020 For 2018-19: Average Rate 1 US$ = R 69.90 and Closing Rate 1US$ = R 69.16 as on March 31 2019

PHYSICAL

Million Metric Tonnes

Particulars 2019-20 2018-19
Refineries Throughput 69.42 71.82
Pipelines Throughput 85.35 88.53
Product Sales (inclusive of Gas Petrochemicals & Exports) 89.70 89.89

The details of macro-economic geo-political financialindustry-specific information affecting the Company's business and the markets in which itoperates are provided in the Management Discussion & Analysis section which formspart of the Annual Report.

ISSUE OF SECURITIES / CHANGES IN SHARE CAPITAL

There was no change in the share capital of the Company as well asissuance of shares during the year. However during the year the Company issuedUnsecured Rated Listed Taxable Redeemable Non-Convertible Debentures (NCDs)aggregating Rs 7995 crore on private placement basis. The funds raised through issuanceof NCDs have been utilised for funding the capital expenditure including recoupment ofexpenditure already incurred.

DISINVESTMENT BY THE PRESIDENT OF INDIA (PROMOTER)

The promoter of the Company i.e. the President of India was holding4912149459 equity shares constituting 52.18% of the total equity share capital as onApril 1 2019. As part of the Government's disinvestment programme the President actingthrough the MoP&NG disinvested 64016281 shares during July 2019 in favour of CPSEETF (an exchange traded fund comprising 11 stocks managed by Reliance Nippon Life AssetManagement Company). Thereby the holding of the President of India got reduced to4848133178 equity shares constituting 51.50% of the paid-up equity share capital ofthe Company.

DIVIDEND

The Company paid an interim dividend of ^ 4.25 per share during2019-20. This is the 53rd consecutive year for which the Company has paiddividend. So far the Company has paid a cumulative dividend of ^ 63920 crore. The Boardof the Company has formulated a Dividend Distribution Policy and the dividends declared /recommended during the year are in accordance with the said policy. The policy is annexedto the Directors' Report at Annexure-I and is also hosted on the website of the Companyi.e. www.iocl.com

CONTRIBUTION TO EXCHEQUER

Over the years the Company has been the largest contributor to theGovernment exchequer in the form of duties taxes and dividend. During the year Rs182067 crore

was paid to the exchequer as against Rs 193422 crore paid in theprevious year. An amount of ^ 96104 crore was paid to the Central Exchequer and Rs 85963crore to the States Exchequer as against ^ 101395 crore and ^ 92027 crore paid in theprevious year respectively.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act 2013 and theAccounting Standards issued by the Institute of Chartered Accountants of India theCompany has prepared the Consolidated Financial Statement for the group includingsubsidiaries joint venture entities and associates. The highlights of the ConsolidatedFinancial Results are as follows:

2019-20

2018-19

Particulars US$ Million Rs in Crore US$ Million Rs in Crore
Revenue from Operations (Inclusive of Excise Duty & Sale of Services) 81336 576589 88305 617251
Profit Before Tax (1012) (7177) 3709 25927
Profit After Tax (265) (1876) 2471 17274
Less: Share of Minority (139) (983) (15) (103)
Profit for the Group (126) (893) 2486 17377

Note: Exchange Rate used:-

For 2019-20: Average Rate 1 US$ = ^ 70.89

For 2018-19: Average Rate 1 US$ = ^ 69.90

OPERATIONAL PERFORMANCE Refineries

The year 2019-20 was the year in which all the refineries of theCompany achieved BS-VI fuels (MS & HSD) upgradation. During the year the ninerefineries of the Company achieved a throughput of 69.42 MMT equivalent to 100.32% ofinstalled capacity.

The performance on parameters like capacity utilisation distillateyield and energy performance was slightly lower as compared to the previous year due toshutdown of refineries for implementation of BS-VI projects.

During the year Digboi Refinery was the first refinery to produce& supply BS-VI compliant fuels in August 2019 using indigenously developed R&DCatalyst. Mathura Refinery upgraded to the BS-VI club in January 2020 along with PanipatGujarat Haldia and Bongaigaon Refineries in February 2020. This was followed by the otherremaining refineries going BS-VI producing the upgraded fuel which was made availablethrough the Company's retail outlets across the country w.e.f. March 16 2020 ahead ofApril 1 2020 the deadline stipulated by the Government of India.

During the year six new crude oil grades were included in the crudeoil basket of the Company taking their number to 186 to improve flexibility in refineryoperations / crude purchases.

Delivering greatest value across its spectrum of customers has been themotto of IndianOil. The Company was the first in the country to supply bunker fuel withnew specifications mandated by the International Maritime Organisation from its GujaratRefinery in September 2019 followed by Haldia Refinery in November 2019. The other majorachievements include production of BS-VI compliant winter-grade High Speed Diesel (HSD)from Panipat Refinery in November 2019 capable of withstanding extremely low temperatures

in winter of -33oC in the Himalayan region and supply ofNATO-grade HFHSD (High Flash HSD) for the Indian Navy from Paradip & Haldiarefineries.

To support the national commitment of achieving climate change goalsand a 10% reduction in the oil import bill by the year 2022 the Company has joined handswith Oil and Natural Gas Corporation Limited (ONGC) and Oil India Ltd. (OIL) for carboncapture utilisation & storage projects. MoUs were signed with ONGC and OIL during theyear which entails capturing carbon dioxide from refinery stacks at Gujarat & Digboiand supplying it to the depleting oil fields of these companies for enhanced oil recovery(EOR). For carrying out the feasibility study an aid of USD 1 million has been sanctionedby USTDA.

With long term energy demands in horizon Barauni Refinery will alsowitness expansion from current installed capacity of 6 MMTPA to 9 MMTPA at an estimatedproject cost of ^ 14000 crore as a part of the company's capacity augmentation plans.

With the ethos of Make in India in perspective and to address theever-increasing demand of butyl acrylate a largely imported petrochemical in India theCompany is also putting in place an Acrylics / Oxo-Alcohol Project at Dumad Gujarat at anestimated cost of ^ 4500 crore. The key end user applications of Butyl Acrylate beingadhesives paints & coatings textile chemicals synthetic tanning agent/leatherchemicals.

Pipelines

The robust logistics network of the Company is strengthened by itsformidable network of pipelines transporting crude oil to its refineries and finishedproducts to high-consumption centres across the length and breadth of the country. Theextensive network was further expanded by 438 km during the year to span more than 14670km with a combined throughput capacity of 94.56 million tonnes per annum for crude oil /product and

21.69 MMSCMD (million metric standard cubic metres per day) for gaspipelines.

The Product pipelines recorded the highest ever throughput of 37.92 MMTas against 37.20 MMT achieved during the previous year registering a growth of 1.9%. Thegas pipelines also achieved the highest ever throughput of 2400 MMSCM during the year asagainst a throughput of 1834 MMSCM in 2018-19.

The Company commissioned the Motihari - Amlekhganj products pipelinethe first transnational pipeline of the country in July 2019 eight months ahead of theschedule. The pipeline has enabled supply of petroleum products to Nepal in a safe andcost-efficient manner.

For the first time in India the first batch of 10% ethanol - blendedpetrol was pumped through the Mathura - Tundla pipeline in April 2019. Subsequently thesame was carried out in the Mathura - Delhi pipeline in October 2019 and in Mathura-Bharatpur pipeline in February 2020.

Marketing

The Company has the largest share towards meeting the domesticpetroleum product demand of India that leverages its behemoth customer base catered to byits ever expanding touchpoints. The Company achieved domestic sales of 78.54 MMT ofpetroleum products during the year with footfall of 2 crore per day at retail outlets anddelivery of 25 lacs LPG cylinders per day as against 79.45 MMT in the previous yearregistering a drop of 1.1% mainly due to the countrywide lockdown in March 2020 leading toa significant drop in overall sales.

The Company continued to meet the fuel requirements of the defenceservices and the railways during the year. In order to ensure uninterrupted availabilityof petroleum products in Leh & Ladakh during the winter season when the region getscut-off from the rest of the country the Company successfully completed the AdvanceWinter Stocking exercise well before the closure of roads.

During the year the country's first Compressed Bio-Gas dispensingstation was commissioned by the Company in Pune followed by another station in Kolhapur.As a part of the Company's plan to foray into alternative energy segment 54 batterycharging / swapping stations were also set up in partnership with various companies.

To cater to the rising fuel demand the Company commissioned newstate-of-the-art automated bulk storage terminals at Una (Himachal Pradesh) and Doimukh(Arunachal Pradesh) during the year. In addition new LPG bottling plants werecommissioned at Bhatinda (Punjab) Banka (Bihar) and Tirunelveli (Tamil Nadu) to improveturnaround of LPG cylinders.

During the year the Company released more than 75 lakh LPGconnections of which 41 lakh connections were released under Pradhan Mantri UjjwalaYojana (PMUY) to women from poor households. The target of releasing 8 crore LPGconnections on industry basis under PMUY was achieved in September 2019 seven monthsahead of the

targeted timeline. Out of the 8 crore PMUY connections the Company hasreleased 3.75 crore connections.

The Company also commissioned 524 new LPG distributorships takingtheir total number to 12450. The Company achieved the highest ever annual sale of 12.33MMT of LPG during the year.

SERVO the lubricant brand of the Company continued to be the marketleader in finished lubricants segment with sale of 407 Thousand Metric Tonnes (TMT) duringthe year. 110 SERVO grade approvals were obtained from Original Equipment Manufacturers(OEMs) like Tata Motors Mahindra & Mahindra KIA Motors Nissan Honda etc. duringthe year. With the appointment of lubricant distributors in four new countries i.e.Myanmar Indonesia

Qatar and Vietnam SERVO exports increased by 12.7% during the year.

The Aviation Service of the Company continued to maintain itsleadership position with a market share of 63.8% during the year. With the commissioningof four new Aviation Fuel Stations (AFS) the Company is now providing aircraft refuellingservices at 119 airports in the country. The Company continued to be the reliable fuelsupplier of Indian Air Force during the relief operations carried out during naturalcalamities.

The Cryogenics group of the company sold 33000 units of cryo-cans andcryo-vessels during 2019-20 as against the previous year's sale of 29555 unitsregistering a growth of 13%. During the year the Cryogenics group also fabricated 16aviation refuellers.

Research & Development

The R&D Centre of the Company a pan industry recognizedinstitution of innovation and technology development consolidated its strengths andexplored new avenues of collaboration with several reputed institutions to pursue researchin diverse areas during the year. Cutting-edge solutions from the R&D Centre continuedto flow into core areas like lubricants catalysts fuels & additives petrochemicals& polymers alternative energy etc.

The first ever overseas agreement to licence the flagship INDMAXtechnology of the R&D Centre was concluded during the year with the licencing partner- Lummus Technology Inc. of USA - signing the agreement with Serbia's Naftna IndustrijaSrbije (NIS). INDMAX technology will be used in the FCC modernisation project of NIS'srefinery at Pancevo for enhanced production of valuable olefins and high-octane naphtha.This will open up new vistas for this indigenously developed technology to expand itsfootprints.

AmyleMax an in-house octane-boosting technology was successfullyvalidated at the Company's Gujarat Refinery. The entire process scheme & design costestimation catalyst supply preparation of BDEP and implementation at site were carriedout in-house from concept to commercialisation in a record time of 11 months. Thistechnology was adjudged as the best refinery process innovation by the Ministry ofPetroleum and Natural Gas Govt. of India.

A Hydrogen-CNG (H-CNG) demonstration plant of 4 tonnes/ day capacitybased on R&D patented compact reforming technology has been set up at Rajghat busdepot in New Delhi. On-road trials of H-CNG fuel in 50 identified city CNG buses is tocommence soon.

During the year 133 lubricant formulations were developed of which112 were commercialised. 66 approvals were also received from Original EquipmentManufacturers (OEMs) during the year.

The R&D Centre filed for 128 patents (37 Indian and 91 overseas)and was granted 123 patents during the year taking the tally of active patents to 929.

BUSINESS DEVELOPMENT

The Company has nurtured many new ideas and added new business linesover the years to complement its core business of refining and marketing of petroleumproducts. Considering the wide-ranging changes that impact the energy sector constantefforts are on for diversification of business as well as upstream and downstreamintegration. The Company has made considerable progress in Petrochemicals Natural Gassourcing and marketing Exploration & Production Alternative Energy and OverseasBusiness which are becoming key sources of innovation strength and sustained growth.

Petrochemicals

The Company's offerings in petrochemical segment include PolymersLinear Alkyl Benzene Purified Terephthalic Acid Glycols and Butadiene. The PROPEL brandof the Company is now a leading brand in the Indian petrochemicals market. During the year2019-20 petrochemicals sales including exports was 2.29 MMT as against 2.64 MMT in theprevious year. The fall in sales as compared to last year was due to planned turnaroundsand unplanned outage of a few units. In addition towards the end of the year COVID-19crisis also weighed in on the demand.

The Product Application Development Centre (PADC) at Panipat continuesto be a major driver of competitive advantage for the Company's petrochemicals business. Anew PADC has been made operational at Paradip for carrying out quality assurance testingof grades manufactured at Paradip as well as to extend technical support to downstreamcustomers. During the year the Company received approvals from 15 major Indian andinternational original equipment manufacturers for its various polymer grades.

A major milestone was the commissioning of the 700- KTA Polypropylene(PP) plant at Paradip in July 2019. Seven grades were introduced from this plant whichsoon became well established in the market.

Natural Gas

The Re-gasified Liquefied Natural Gas (RLNG) is also gaining momentumas an important energy delivery pathway of the company. During the year the Company's

natural gas sales (including internal consumption) grew by 19% to touch5.42 MMT as against 4.56 MMT in 201819. This includes 0.45 MMT from the Ennore LNG importterminal commissioned in March 2019. The Company now has a customer base of over 60 R-LNGcustomers besides supplies to its own refineries at Mathura Panipat and Koyali. A majorscale-up was witnessed in sales through the Company's ‘LNG at the Doorstep' segmentwhich achieved a level of 8.73 TMT with a rise of 132% over the previous year.

The Company has in the recent years been making significant headway inthe City Gas Distribution (CGD) business and now has a standalone presence in 17Geographical Areas (GAs). In addition the Company has 23 GAs in its fold through twojoint venture companies namely Green Gas Ltd. (with GAIL India Ltd.) & IndianOilAdani Gas Pvt. Ltd. (with Adani Gas Ltd.).

The Company is making major investments in building the natural gasinfrastructure in the country and is in the process of developing three cross-country gaspipelines

i.e. Mehsana - Bhatinda Bhatinda - Jammu - Srinagar & Mallavaram-Bhopal -Bhilwara -Vijaipur pipelines through two joint ventures viz. GSPL India GasnetLtd. & GSPL India Transco Ltd. wherein Gujarat State Petronet Ltd. Bharat PetroleumCorp. Ltd. and Hindustan Petroleum Corp. Ltd. are its partners.

The Company is also implementing a 1656 km natural gas pipeline gridin the northeast through Indradhanush Gas Grid Ltd. a JVC with ONGC Ltd. Oil India Ltd.GAIL (India) Ltd. and Numaligarh Refinery Ltd. The Cabinet Committee on Economic Affairshas in January 2020 approved viability gap funding of 60% of the estimated cost of ^9265 crore for this project.

LNG imports by the Company rose by 22% during the year with directimport of 32 LNG cargoes which included 27 spot cargoes 2 cargoes from Cameron ProjectUSA and 3 from Ras Laffan LNG Co. Qatar against long-term contracts.

Exploration & Production (E&P)

The Company continued its endeavour in E&P activities throughparticipating interests (PI) joint ventures and wholly-owned subsidiaries. Its upstreamportfolio consists of 12 domestic and 12 overseas assets which are in various stages -exploration development and production. The major developments in the E&P businesssegment were approval of Declaration of Commerciality for the gas discovery in Gujarat -Kutch Offshore by the Director General of Hydrocarbons in August 2019 grant of PetroleumMining License by the Govt. of Assam in Umatara Cluster (Assam) where the Company is theLead Operator with 90% PI commencement of Gas Sales from Coal-Bed Methane Block inJharkhand and award of three domestic exploration assets under the Open Acreage LicencingPolicy (OALP) Round -I and Round -II.

Alternative Energy

A hallmark of it's clean energy agenda the Company exhibits aninstalled capacity of 226 MW of renewable energy including 168 MW wind-power capacity and58 MW solar energy capacity as on March 31 2020 with addition of 10 MW solarphoto-voltaic capacity during the year. These projects generated 393 million units ofpower (equivalent to about 5% of the Company's electricity consumption) during 2019-20resulting in emission mitigation of 322 thousand metric tonnes of carbon-dioxideequivalent.

The Company took a significant step in promoting use of bio-fuels inthe country during the year with the commencement of sale of Compressed Bio-Gas (CBG)under the Sustainable Alternative Towards Affordable

Transportation (SATAT) scheme of the Government of India. CBG is beingsold through one retail outlet each in Pune and Kolhapur in Maharashtra from September2019 under the brand name IndiGreen. The Company has also issued Letters of Intent (LOIs)to entrepreneurs for setting up 295 CBG plants across the country for production of 0.6MMTPA of CBG under the SATAT scheme.

The Company is putting up a second - generation Ethanol plant atPanipat to produce 100 kl per day of Bio-Ethanol with paddy straw as feedstock. Inaddition a Bio-fuels Complex is being developed at Gorakhpur comprising a CBG plant thatwill process 200 tonnes per day of feedstock. The Company is also working on convertingused cooking oil (UCO) to bio-diesel against which LOIs have been issued to interestedentrepreneurs for setting

up seven plants with an annual cumulative capacity of 12.16 crorelitres of bio-diesel from UCO.

In the field of electric mobility the Company has signed MoUs withpotential partners for setting up charging and battery swapping stations. As on March 312020 54 battery charging / swapping stations have been installed at its various retailoutlets. The Company has also taken a minority stake in Phinergy Ltd. of Israel with theintention of setting up Aluminium-Air battery manufacturing facility in India for electricvehicles and stationary applications through the joint venture route.

Sustainable Development

Sustainable development is one of the thrust areas of the Company toaddress the issue of climate change and to do business in an environmentally benign way.As part of this the Company has been pursuing energy conservation energy efficiencyrenewable energy & carbon sequestration; water management through reducingconsumption recycling & rain-water harvesting; and waste management through reducingreusing & recycling initiatives.

The Company is replacing all conventional lighting with LED lightsacross its installations and during the year around 1.5 lakh LED lights were installedwith a cumulative replacement count of more than 6 lakh LED lights. Waste paper recyclingis a major initiative of the Company and during the year 203 tonnes of waste paper wasrecycled through designated recyclers. Across the Company 683 rain-water harvestingsystems have been installed which together harvested 3.75 billion litres of water in201920. Besides 1.96 lakh saplings were planted at various

locations across the country.

The Mathura and Gujarat refineries of the Company have committed to usetreated municipal sewage water for refinery operations. With this initiative the sewagewater which is being discharged in the river will be used for industrial purposes thuseliminating the use of fresh water.

The Company's performance on various sustainability parameters isreported in the Annual Sustainability Report which is being published regularly since2005-06.

Overseas Business

The Company has been constantly exploring opportunities in Oil Gas andPetrochemicals sectors overseas with focus on countries in the SAARC ASEAN Middle EastCentral Asia and Africa regions. A Representative Office was opened in Kathmandu Nepalin August 2019 with the intention of providing improved service and enhanced presence inthe downstream hydrocarbon sector in that country. MoUs were also signed during the yearwith counter-parties in Myanmar Thailand and Ghana for exploring business opportunitiesin the areas of refining retail lubes and LPG among others.

A major initiative in leveraging the synergies with the hydrocarbonsectors of neighbouring countries was the commencement of import of bulk LPG by road fromBangladesh to the LPG bottling plant in Bishalgarh (Tripura). Transporting LPG by roadfrom Bangladesh to North-east India ensures easier logistics by way of a shorter route.

An agreement was signed by the Company's wholly-owned subsidiary (WOS)IOC Middle East FZE Dubai UAE with Qatrat Naft LLC a WOS of Al-Jeri TransportationCo. Saudi Arabia for the formation of a joint venture company to develop and operate aretail network in Saudi Arabia.

Explosives

The Explosives group manufactured and sold 205 TMT of explosives duringthe year recording a growth of 12% over the previous year's volume of 183 TMT.

INTERNATIONAL TRADE

In order to meet the crude oil requirement of its refineries theCompany imported 59.75 MMT of crude oil during the year as against 61.69 MMT in theprevious year. The selection of crude oil is done from a diversified mix of supplysources. The import of petroleum products during the year was 8.57 MMT as against 7.00 MMTin the previous year. The Company has made alternative arrangements for sourcing of crudeoil including term contracts for US- origin crudes to maintain uninterrupted operationsat its refineries and to overcome the crude oil supply concerns due to disruptions incrude oil - producing countries. The Company entered into a term contract with Rosneft OilCompany Russia for import of Urals crude oil during the period February -December 2020.

INFORMATION SYSTEMS & OPTIMISATION

During the year the first leg of service management of customer-facingePIC portal was launched. All service requests and grievance resolution activities acrossvarious

lines of business were brought on to the platform resulting insignificant improvement in single-day resolution of service requests. The Secondary DealerManagement System / Customer Relationship Management initiative has now been rolled out to10800+ LPG Distributors with new channels of refill bookings through WhatsApp and PayTMdigital payment channels i.e. credit / debit cards wallets quick-pay links andredemption of XtraRewards loyalty programme with PayTM mobile app.

The Company is the first corporate in India to integrate its SAP ERPsystem with TReDS an e-discounting platform to support MSMEs. Other significantimplementations include Traders and Scheduling Workbench (TSW) for end-to-end visibilityof gas supply chain interface with online portal GeM Reverse Auction module in GePNICand Enterprise Content Management System for business workflow automation.

In continuation of the Company's commitment towards security ofcustomer data in electronic format a comprehensive Data Privacy Policy was released. Apremier cyber-security agency of GoI C-DAC was engaged to assess and help strengthen thesecurity posture of the Company.

During the year an integrated logistics SAND model combining primary(refineries to terminals / depots) & secondary (terminals / depots to retail outlets)logistics was developed and implemented for leveraging different logistics capabilities toarrive at optimum distribution from refineries to retail outlets. In addition a ParallelSolve Automation programme was developed and implemented which enables evaluation ofaround 2000 crude oil cases in 3-4 hours against the earlier cycle of 30-36 hours.Pipeline scheduling software implementation was commenced in September 2019 and completedfor one crude oil pipeline and four product pipelines and is being rolled out at all theremaining pipelines shortly.

HEALTH SAFETY & ENVIRONMENT (HSE)

The Company is committed to conducting its business with a strongenvironment conscience ensuring sustainable development safe work-places and enrichmentof the quality of life of its employees customers and the community. All refineries ofthe Company are certified to ISO:14064 standards for sustainable development as well asfor the Occupational Health & Safety Management System (OHSMS / OHSAS-18001) besideshaving fully equipped occupational health centres.

A majority of the pipeline installations and some of the marketinginstallations of the Company are also ISO-14001 certified. Compliance with safety systems& procedures and environmental laws is monitored at the unit division and corporatelevels.

The HSE activities of the Company are reviewed periodically duringBoard meetings. During the year safety audits were carried out at various offices andlocations and various training programmes were conducted on safety- related topicscovering the entire spectrum of activities of the Company. The HSE group also conductsroad safety campaigns which also includes free eye check-up of truck drivers anddistribution of free spectacles and eye surgeries wherever required.

HUMAN RESOURCES

The Company has a strong and dedicated workforce of 32998 consistingof 17977 executives and 15021 nonexecutives as on March 31 2020 including 2871 womenemployees comprising 8.70% of the total workforce. During the year the Company recruited898 executives (including 7 under sports category) adding agility to the team behind theCompany's all-round growth. In order to further the cause of apprenticeship training inthe country the Company engaged apprentices under various categories like Trade /Technician / Fresher / Skill-certificate holder. The apprentices were imparted practicalinputs with a structured monitoring and assessment methodology.

The Company scrupulously follows the Presidential Directives andguidelines issued by the Government of India regarding reservation in services for SC / ST/ OBC / PwBD (Persons with Benchmark Disabilities) / Exservicemen / Economically WeakerSections (EWSs) to promote inclusive growth. Rosters are maintained as per the directivesand are regularly inspected by the Liaison Officer(s) of the Company as well as theLiaison Officer of the Government of India to ensure proper compliance. Grievance /Complaint Registers are also maintained at Division / Region / Unit level for registeringgrievances from OBC / SC / ST employees and efforts are made to promptly dispose of therepresentations / grievances received. In accordance with the Presidential Directive thedetails of representation of SC / ST / OBC in the prescribed format are attached atAnnexure -II to the Report.

The provisions of 4% reservation for Persons with Disabilities in linewith guidelines / instructions issued by the Government of India are implemented by theCompany. Necessary concessions / relaxations in accordance with the rules in this regardare extended to physically challenged persons in recruitment. The number of employees withdisabilities as on March 31 2020 was 706 constituting 2.14% of the total employeestrength.

The Company continued to maintain cordial industrial relations duringthe year. The Company provides comprehensive welfare facilities to its employees to takecare of their health efficiency economic betterment etc. and to enable them to givetheir best at the workplace. The Company supports participative culture in the managementof the enterprise and has adopted a consultative approach with the collectivesestablishing a harmonious relationship for industrial peace thereby leading to higherproductivity.

The inherent belief of the Company is that holistic and meaningfulemployee engagement and their right development will catalyse the emergence of the highestpotential of employees. With focus on aligning various HR initiatives with StrategicCorporate Vision many new initiatives were taken during the year aimed at both employeeengagement and making our people ‘future ready'. The Company endeavours to buildhappy teams of internal customers across the organisation based on empathy and emotionalownership and is continuously calibrating its HR strategy on the cornerstones of its corecorporate values of Care Innovation Passion and Trust.

The Company launched a Technical Competency Framework (TCF) during theyear. The TCF lays the foundation of a technology-aided e-learning platform Swadhyayalaunched on IndianOil Day i.e. September 1 2019 which has spurred a learning revolutionin the organisation. The entire content has been developed by

in-house subject matter experts. More than 600 modules covering about70 functions were made available on the platform and more content is being added oncontinuous basis. In all the employees have completed over 6 Lakh modules.

Hindi Implementation

The Company is committed to implementation of Hindi in day-to-dayfunctioning at its various offices / locations / units. The provisions of OfficialLanguage Act 1963 and Rules notified thereunder are complied with. Communicationsreceived in Hindi and any application appeal or representation written or signed by anemployee in Hindi is replied to in Hindi. Official Language Implementation Committees(OLIC) have been formed in all offices / units to review the progress of implementation ofofficial language policies.

RIGHT TO INFORMATION ACT

An elaborate mechanism has been set up throughout the Company to dealwith matters relating to The Right to Information Act 2005. As required under the RTI Actdetailed information is hosted and regularly updated on the official website of theCompany i.e. www.iocl.com which inter-alia includes details of CPIOs / APIOs third-party audited reports on mandatory disclosures etc.

The Company has aligned with the online RTI portal launched by DoPTGovt. of India and all the applications / appeals received through the portal aredisposed off through the portal only. The Quarterly Reports / Annual Reports aresubmitted within the prescribed timeline on the website of Central InformationCommission i.e. www.cic.gov.in

A total of 6614 requests and 757 first appeals were received duringthe year and were disposed off within the prescribed timelines. In addition 88 secondappeals were filed before the Central Information Commission New Delhi and all weredisposed off without any penalty / disciplinary action by the Hon'ble Commission.

COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013

The provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 have been implemented across theCompany with the clear objective of providing protection to women against sexualharassment at the workplace and redressal of complaints of sexual harassment. Internalcommittees have been set up at each and every Unit / Region / Head Office level headed bysenior-level women employee to deal with sexual harassment complaints if any.

Five complaints of sexual harassment were pending as on April 1 2019.During the year 2019-20 six complaints were received and five complaints were disposedof. As on March 31 2020 six complaints were pending.

Regular workshops are being organised especially for women employeeswith the objective to bring awareness

about their rights and facilities at workplace and emphasizing theprovisions of the Act. During the year 45 workshops / awareness programmes wereconducted. Gender sensitisation programmes sensitising the male employees are also beingconducted regularly.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has been actively engaged in various CSR activities overthe years encompassing the entire gamut of social welfare / upliftment activities acrossthe nation. The Company lays significant emphasis on development of communities aroundwhich it operates and has identified thrust areas under CSR which inter- alia includehealthcare and sanitation education and employment-enhancing vocational skillsempowerment of women and socially / economically backward groups etc. During the yearthe Company spent the entire budget of ^ 543.38 crore on various CSR activities. A reporton the Company's CSR activities as per the provisions of the Companies Act alongwith CSRhighlights for the year is annexed at Annexure - III to the report. The composition of theCSR Committee is provided in the Corporate Governance Report. The CSR policy of theCompany can be accessed at the website of the Company on the linkhttps://iocl.com/aboutus/Ioc_S&CSR_policy.pdf

VIGILANCE

The objective of the vigilance function is to ensure maintenance of thehighest level of integrity throughout the Company. The Vigilance department not only actsas a link between the organisation and Chief Vigilance Commissioner but also advises theorganisation in all matters pertaining to Vigilance. The Vigilance department takespreventive punitive and participative measures with emphasis on the preventive andparticipative aspects and also helps in establishing effective internal control systemsand procedures for minimising systemic failures. During the year 81 vigilance awarenessprogrammes

were conducted which were attended by about 2500 employees.

Disciplinary action under applicable Conduct Discipline and AppealRules 1980 and Certified Standing Orders are taken by the Company for irregularities /lapses. During the year 53 disciplinary matters related to vigilance cases were disposedoff and 21 such cases were pending at the end of year. The aforesaid cases pertain toirregularities such as indiscipline dishonesty negligence in performance of duty orneglect of work etc. The Company continuously and regularly endeavours to ensure fair andtransparent transactions through technology interventions and system / process review inconsultation with Central Vigilance Commission and internal vigilance set-up.

PUBLIC DEPOSIT SCHEME

The Public Deposit Scheme of the Company was closed with effect fromAugust 31 2009. The Company has not invited any deposits from the public during the yearand no deposits are outstanding as on March 31 2020 except the old cases amounting to ^55000/- which remain unpaid due to unsettled legal / court cases.

CORPORATE GOVERNANCE

The Corporate Governance Report highlighting the endeavours of theCompany in ensuring transparency integrity and accountability in its functioning has beenincorporated as a separate section forming a part of the Annual Report.

MANAGEMENT'S DISCUSSION & ANALYSIS REPORT

The Management's Discussion & Analysis (MDA) Report asrequired under Corporate Governance guidelines has also been incorporated as a separatesection forming a part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report covering initiatives taken withenvironmental social and governance perspective has been prepared in accordance with thedirectives of SEBI and forms a part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee of the Company comprises three members all of whomare Independent Directors. The recommendations made by the Audit Committee during the yearwere accepted by the Board. The other details of the Audit Committee like itscomposition terms of reference meetings held etc. are provided in the CorporateGovernance Report.

The details of other Board Committees their composition meetingsetc. are provided in the Corporate Governance Report.

CODE OFCONDUCT

The Board of the Company has enunciated a Code of Conduct for theDirectors and Senior Management Personnel which has been circulated to all concerned andhas also been hosted on the Company's website. The Directors and Senior ManagementPersonnel have affirmed compliance with the code of conduct for the financial year2019-20.

RISK MANAGEMENT

The Company considers risk management as a key element of its businessoperations and has put in place effective systems to identify analyse monitor andmitigate risks to ensure the organisation's sustained growth and profitability. TheCompany's Enterprise Risk Management involves risk identification assessment andcategorisation (based on risk appetite) and is reviewed regularly by risk- owners tooptimise risks with appropriate mitigation plan.

A Risk Management Compliance Board comprising senior managementpersonnel and headed by Chief Risk Officer reviews the various risks associated with theCompany's business. The Company has constituted a Risk Management Committee comprisingwhole-time Directors that oversees risk management activities. A report is thereafterput up to the Audit Committee and the Board.

INTERNAL FINANCIAL CONTROLS

The Company has put in place adequate internal financial controls forensuring efficient conduct of its business in adherence with laid-down policies;safeguarding of its assets; prevention and detection of frauds and errors; accuracy andcompleteness of the accounting records; and timely preparation of reliable financialinformation which is commensurate with the operations of the Company. The Company alsohas a separate Internal Audit department headed by a Chief General Manager who directlyreports to the Chairman. The Internal Audit department has a mix of officials from financeand technical functions who carry out extensive audit throughout the year. The statutoryauditors are also required to issue the Independent Auditor's Report on the InternalFinancial Controls over financial reporting of the Company under Clause (i) of SubSection3 of Section 143 of the Companies Act 2013. The report issued thereupon has been attachedalong with the Standalone and Consolidated Financial Statements respectively. During theyear Internal Financial Control (IFC) processes were reviewed and majorly revamped whereRisk Control Matrix (RCM) for all the major areas are reviewed with respect to changes dueto business process enhancement regulatory developments centralisations etc.

REMUNERATION TO THE AUDITORS

The Office of the Comptroller & Auditor General of India hadappointed the Statutory Auditors for the financial year 2019-20. The Auditors'remuneration for the year was fixed at ^ 200 lakh plus applicable taxes for StatutoryAudit. In addition reasonable out-of-pocket expenses incurred are also reimbursed atactuals. The total amount payable to the Statutory Auditors for all services rendered bythem to the Company during 2019-20 was ^ 427 lakh.

COST AUDIT REPORT

The Company maintains cost records as required under the provisions ofthe Companies Act. The Company had appointed Cost Auditors for conducting the audit of thecost records maintained by its refineries lube blending plants and other units for theyear 2019-20. A remuneration of ^ 20.20 lakh and applicable taxes was fixed by the Boardfor payment to the cost auditors for the year 2019-20 which was ratified by theshareholders in the last AGM. The cost audit for the year 2018-19 was carried out forvarious units of the Company and the cost audit report was filed by the Central CostAuditor with the Central Government in the prescribed form within the stipulated timeperiod. The cost audit report for 2019-20 would also be filed within the stipulated time.

SECRETARIAL AUDIT

The Secretarial Audit Report for the year 2019-20 confirms that theCompany has complied with the applicable provisions of the corporate laws guidelinesrules etc. which are within the purview of the Company. The report duly certified bythe Secretarial Auditor M/s. Ragini Chokshi & Co. Practising Company Secretaries isattached at Annexure -IV to this report.

The Secretarial Auditor has made an observation that the Company didnot comply with the requirements with regard to appointment of Woman Independent Directoron its Board for the period April 1 2019 to November 5 2019 as well as did not have therequisite number of Independent Directors on its Board for the period April 1 2019 toNovember 5 2019 & December 2 2019 to March 31 2020. In this regard it is clarifiedthat the Company being a Government Company under the administrative control of theMinistry of Petroleum & Natural Gas the selection and appointment of Directors(including Independent Directors and Woman Director) vests with the Government of India asper the Government guidelines.

REPORTING OF FRAUDS BY AUDITORS

The Auditors in their report for the year have not reported anyinstance of fraud committed by the officers/employees of the Company.

PUBLIC PROCUREMENT POLICY FOR MICRO AND SMALL ENTERPRISES (MSEs) ORDER2012

In line with the Public Procurement Policy of the Government of Indiaas amended the Company is required to procure minimum 25% of the total procurement ofGoods and Services from MSEs out of which 4% is earmarked for procurement from MSEs ownedby SC / ST entrepreneurs and 3% from MSEs owned by women. The procurement from MSEs(excluding crude oil petroleum products & natural gas API line pipes and certainproprietary items) during 2019-20 was as under:

Parameters Targets Actual
Total Procurement from
MSEs (General Reserved SC/ST & Women) 25% 27.51%
Procurement from Reserved SC/ST MSEs 4% (Sub-target out of 25%) 0.47%
Procurement from Women- owned MSEs 3% (Sub-target out of 25%) 0.03%

The deficit of 3.53% and 2.97% under the sub-targets was due tonon-availability of vendors in the sub-category; however the overall target was achievedby procurement from other micro and small enterprises in line with the policy.

Several initiatives were undertaken to identify the entrepreneurs forprocurement of goods and services from MSEs owned by SC / ST enterprises by way ofconducting vendor development programmes.

SUBSIDIARIES JOINT VENTURES & ASSOCIATES

During the year a new Joint Venture Company viz. IHB PrivateLimited between the Company Bharat Petroleum Corporation Limited and Hindustan PetroleumCorporation Limited was incorporated in July 2019 for the purpose of laying buildingoperating or expanding an LPG pipeline from Kandla (Gujarat) to Gorakhpur (UP). The equityholding of the Company in the JV is 50% while the remaining 50% is held by other partnersequally.

As required under the provisions of the Companies Act 2013 astatement on the performance and financial position of each of the subsidiaries jointventure companies and associates is provided as an annexure to the Consolidated FinancialStatement. The financial statements of the subsidiaries have also been hosted on thewebsite of the Company i.e. www.iocl.com under ‘Financial Performance' section.

In accordance with the provisions of the SEBI guidelines the Companyhas framed a policy for determining material subsidiaries which can be accessed on theCompany's website at the link https://www.iocl.com/InvestorCenter/Policy_on_Material_Subsidiary.pdf

RELATED PARTY TRANSACTIONS (RPTS)

In line with the provisions of the Companies Act 2013 & SEBIguidelines a policy on material RPTs has been framed which can be accessed on the linkhttps://www.iocl.com/ InvestorCenter/Policy_on_related_party_transactions.pdf The Companyhas undertaken transactions with related parties during the year in the ordinary course ofbusiness. In line with the RPT Policy approval of the Audit Committee & Board as thecase may be was obtained for such RPTs. As per the threshold mentioned in the policythere was no material RPT during the year. The disclosures related to RPTs in accordancewith applicable accounting standards are provided at Note-37 of the Standalone FinancialStatement.

The details of contracts or arrangements with related parties referredto under Section 188 (1) of the Companies Act 2013 in the prescribed Form AOC-2 areattached at Annexure -V of the report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS & OUTGO

The Company recognises energy conservation as one of the most importantparameter amongst various operating parameters and accords high importance to the same atall its refineries and operating units. The performance of units is monitored on acontinuous basis and efforts are made

for continuous improvement by incorporating the latest technologies andglobal best practices. As a result of various energy conservation measures undertakenduring the year the energy performance parameter (indexed to the complexity ofoperations) in terms of MBN* of the refineries was 71.9 as against 71.3 in the previousyear. Under pipeline operations various initiatives were taken during 2019-20 whichresulted in improvement of Specific Energy Consumption of Pipelines by 4.10%.

In accordance with the provisions of the Companies Act 2013 and rulesnotified thereunder the details relating to Energy Conservation Technology Absorptionand Foreign Exchange Earnings and Outgo are annexed at Annexure -VI to the report.

*MBN-(MBTU/BBL/NRGF) is calculated as Thousand British Thermal Unitsper Barrel per Energy Factor.

PARTICULARS OF EMPLOYEES

The provisions of Section 197 of the Companies Act 2013 and rulesnotified thereunder regarding particulars of employees drawing remuneration in excess oflimits specified are exempt for Government companies.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The following changes occurred in the Board / Key Managerial Personnelof the Company:-

Appointments

1. Shri Rajendra Arlekar was appointed as Independent Director w.e.f.July 24 2019

2. Shri Sandeep Kumar Gupta was appointed as Director (Finance) w.e.f.August 3 2019.

3. Shri S.M. Vaidya was appointed as Director (Refineries) w.e.f.October 14 2019 and was subsequently designated as Chairman w.e.f. July 1 2020.

4. Ms. Lata Usendi was appointed as Independent Director w.e.f.November 6 2019

5. Dr. Navneet Mohan Kothari was appointed as Government NomineeDirector w.e.f. March 25 2020.

Cessations

6. Shri B.V. Ramagopal ceased to be Director (Refineries) w.e.f. August1 2019 consequent upon his superannuation.

7. Shri Ashutosh Jindal Government Nominee Director ceased to beDirector w.e.f. November 4 2019.

8. Shri Parindu Bhagat ceased to be Independent Director w.e.f.December 2 2019 consequent upon completion of his term.

9. Shri Ashish Chatterjee Government Nominee Director was appointedon December 12 2019 and ceased to be Director w.e.f. March 25 2020.

10. Shri Sanjiv Singh ceased to be the Chairman w.e.f. July 1 2020consequent upon his superannuation.

Shri G.K. Satish Director (P&BD) and Shri Gurmeet Singh Director(Marketing) are liable to retire by rotation and being eligible are proposed to bere-appointed at the forthcoming Annual General Meeting.

A brief profile of the Directors proposed to be appointed /re-appointed at the forthcoming AGM is provided in the notice of the AGM.

INDEPENDENT DIRECTORS

The Company has received the Certificate of Independence from all theIndependent Directors confirming that they meet the criteria prescribed for IndependentDirectors under the provisions of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (SEBI (LODR)). The Independent Directorshave also confirmed that they have registered with the Database maintained by theInstitute of Corporate Affairs under the Ministry of Corporate Affairs.

The Company being a Government Company the power to appoint Directors(including Independent Directors) vests with the Govt. of India. The Directors areappointed by following a process as per laid down guidelines. In the opinion of the Boardthe Independent Directors have the requisite expertise and experience. As regards theproficiency is concerned some of the Independent Directors have already cleared theonline proficiency selfassessment test as prescribed by the Institute of Corporate Affairswhile the other Independent Directors are in the process of completing the test.

A separate meeting of Independent Directors was held during the year asper provisions of the Companies Act 2013 and SEBI (LODR).

BOARD MEETINGS

During the year 11 meetings of the Board of Directors were held. Thedetails of the meetings attended by each Director are provided in the Corporate GovernanceReport and hence not repeated to avoid duplication.

PERFORMANCE EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS

The provisions of Section 134(3)(p) of the Companies Act 2013 requirea listed entity to include a statement indicating the manner of formal evaluation ofperformance of the Board its Committees and of individual Directors. However the saidprovisions are exempt for Government Companies as the performance evaluation of theDirectors is carried out by the Administrative Ministry i.e. Ministry of Petroleum andNatural Gas (MoP&NG) as per laid-down evaluation methodology.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIRREMUNERATION

The provisions of Section 134(3)(e) of the Companies Act 2013regarding the policy on Directors appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided in Sec 178(3) are exempted for Government Companies.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material orders were passed by the regulators orcourts or tribunals during the year that impact the going concern status of the Companyand its operations in the future. The response to the notice issued by the National GreenTribunal and Haryana State Pollution Control Board last year with regard to air and waterpollution caused by the PTA Unit of Panipat Refinery was provided by the Company. Howeveras directed by NGT an amount of ^ 17.31 crore was deposited ‘under protest' withCPCB as interim compensation for restoration of the environment. Since then the plantoperations recommenced. The NGT while considering the report of the Joint Committeeformed by it earlier has directed on July 24 2020 that an additional compensation of ^25 crore be deposited with CPCB within one month and various initiatives as suggested bythe Joint Committee be expedited within next 6 months. Further hearing as well as thefinal order in the matter is awaited.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company has framed a whistle-blower policy wherein the employeesare free to report any improper activity resulting in violation of laws rulesregulations or code of conduct by any of the employees to the Competent Authority orChairman of the Audit Committee as the case may be. Any complaint received is reviewed bythe Competent Authority or Chairman of the Audit Committee as the case may be. No employeehas been denied access to the Audit Committee. The policy on Vigil Mechanism /Whistle-Blower can be accessed on the Company's website at the linkhttps://www.iocl.com/InvestorCenter/ Whistle_Blower_policy.pdf

DETAILS OF LOANS / INVESTMENTS / GUARANTEES

The Company has provided loans / guarantees to its subsidiaries jointventures & associates and has made investments during the year in compliance with the

provisions of the Companies Act 2013 and rules notified thereunder.The details of such investments made and loans / guarantees provided as on March 31 2020are given in the Standalone Financial Statement under Notes 4 5 36 and 42.

EXTRACT OF ANNUAL RETURN

As required under the provisions of the Companies Act 2013 theextract of Annual Return for the financial year ended March 31 2020 in the prescribedform MGT-9 has been prepared and hosted on the website of the Company www.iocl.com.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with the applicable Secretarial Standards issuedby the Institute of Company Secretaries of India (ICSI).

CREDIT RATING OF SECURITIES

The credit rating assigned by rating agencies for the various debtinstruments of the Company is provided in the Corporate Governance Report.

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

The details of unpaid / unclaimed dividend and shares transferred tothe IEPF in compliance with the provisions of the Companies Act 2013 has been provided inthe Corporate Governance Report.

MATERIAL CHANGES AFFECTING THE COMPANY

The pandemic COVID-19 and the consequent lockdown in the country sinceend of March 2020 had impacted the operations as well as sales of the Company. Howeverthe relaxations in the lockdown conditions had resulted in gradual improvement in sales ofpetroleum products as well as operations which is expected to improve further during thefinancial year 2020-21.

DIRECTORS' RESPONSIBILITY STATEMENT

a. Pursuant to the requirement under clause (c) of subsection (3) ofSec.134 of the Companies Act 2013 with respect to the Directors' ResponsibilityStatement it is hereby confirmed that:

b. in the preparation of the Annual Accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

c. the Directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

d. the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

e. the Directors had prepared the annual accounts on a going concernbasis; and

f. the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

g. the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

ACKNOWLEDGEMENTS

The Board of Directors would like to express its appreciation for thededicated and sincere efforts of the employees of the IndianOil family the contractlabour channel partners for their untiring efforts to maintain the supplies of petroleumproducts during the lockdown caused by Covid-19 pandemic as well as for the performanceachieved during the year 2019-20. The Board would also like to thank the Government ofIndia particularly the Ministry of Petroleum & Natural Gas as well as the variousState Governments regulatory and statutory authorities for their valuable guidance andsupport from time to time. The Board is also thankful to all its stakeholders includingbankers investors members customers consultants technology licensors contractorsvendors etc. for their continued support and confidence reposed in the Company. TheBoard would like to place on record its appreciation for the valuable guidance andsignificant contribution made by S/Shri Sanjiv Singh B. V. Ramagopal Ashutosh JindalParindu Bhagat and Ashish Chatterjee during their tenure on the Board of the Company.

Sd/-
(S. M. Vaidya)
Place : New Delhi Chairman
Date : August 21 2020 DIN:06995642

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