You are here » Home » Companies » Company Overview » Indian Oil Corporation Ltd

Indian Oil Corporation Ltd.

BSE: 530965 Sector: Oil & Gas
NSE: IOC ISIN Code: INE242A01010
BSE 00:00 | 20 Nov 139.10 -3.65
(-2.56%)
OPEN

144.20

HIGH

144.95

LOW

138.20

NSE 00:00 | 20 Nov 139.05 -3.50
(-2.46%)
OPEN

143.80

HIGH

144.90

LOW

138.00

OPEN 144.20
PREVIOUS CLOSE 142.75
VOLUME 1472378
52-Week high 213.80
52-Week low 105.65
P/E 5.83
Mkt Cap.(Rs cr) 135,091
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 144.20
CLOSE 142.75
VOLUME 1472378
52-Week high 213.80
52-Week low 105.65
P/E 5.83
Mkt Cap.(Rs cr) 135,091
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 Board of Directors it gives me immense pleasure to present the 59thAnnual Report of the Corporation for the financial year ended 31st March 2018alongwith the Audited Standalone and Consolidated Financial Statements and Auditors'Report thereon. During the year the Corporation continued to clock excellent performanceon all operational parameters while meeting the energy needs and aspirations of thecountry. All the business verticals of the Corporation performed exceedingly well duringthe year.

PERFORMANCE REVIEW FINANCIAL

2017-18 2016-17
US$ Million Rs. in Crore US$ Million Rs. in Crore
Revenue from Operations 78565 506428 66395 445442
(Inclusive of Excise Duty & Sale of Services)
EBITDA 6683 43079 5364 35989
(Profit Before Exceptional Items Finance Cost Tax Depreciation & Amortisation)
Finance Cost 535 3448 514 3445
Depreciation 1096 7067 927 6223
Profit Before Tax & Exceptional Items 5052 32564 3923 26321
Exceptional Items - - - -
Profit Before Tax 5052 32564 3923 26321
Tax Provision 1740 11218 1075 7215
Profit After Tax 3312 21346 2848 19106
Balance Brought Forward from Last Year
Less: Appropriations
Interim Dividend paid 1397 9005 1272 8531
Final Dividend paid 74 474 300 2014
Corporate Dividend Tax 298 1921 324 2177
Insurance Reserve (Net) 3 20 3 20
Bond Redemption Reserve 78 503 69 466
CSR Reserve (Net) - (3) - (1)
General Reserve 1462 9426 880 5899
Balance Carried to Next Year - - - -

SHARE VALUE

2017-18 2016-17
US$ Rs. US$ Rs.
Cash Earnings Per Share* 0.47 29.98 0.40 26.72
Earnings Per Share* 0.35 22.52 0.30 20.16
Book Value Per Share* 1.78 116.23 1.62 105.21

* Adjusted for Bonus Shares issued during 2017-18 Note: Exchange Rate used:-

For 2017-18: Average Rate 1 US$ = Rs. 64.46 and Closing Rate 1 US$ = Rs. 65.18 as on31.03.2018 For 2016-17: Average Rate 1 US$ = Rs. 67.09 and Closing Rate 1 US$ = Rs. 64.86as on 31.03.2017

PHYSICAL

Million Metric Tonnes
Particulars 2017-18 2016-17
Refineries Throughput 69.00 65.19
Pipelines Throughput 85.68 82.49
Product Sales 88.76 83.49
(inclusive of Gas Petrochemicals & Exports)

CHANGES IN SHARE CAPITAL

During the year the Authorised Share Capital of the Corporation was increased from Rs.6000 crore to Rs. 15000 crore. Your Corporation issued bonus shares in the ratio of 1:1i.e. one bonus share in the ratio of one share held in March 2018. Consequently thepaid-up capital 21346 increased from Rs. 4855.90 crore to Rs. 9711.81 crore. 19106

11242 DISINVESTMENT BY THE GOVT. OF INDIA

The Government of India disinvested 17562435 equity shares of the Corporation inNovember 2017 in favour of BHARAT 22 ETF (an exchange traded fund comprising 22 PSUstocks). Consequently the holding of the President of India in the equity share capitalwas reduced to 56.98 per cent from 57.34 per cent.

DIVIDEND

The Board of Directors of your Corporation has recommended a final dividend of 20 percent i.e. Rs.2/- per equity share of Rs.10/- each on the post Bonus paid-up ShareCapital in addition to an interim dividend of Rs.19 per share on the pre-bonus paid-upShare Capital paid in February 2018. This is the 51st consecutive year forwhich your Corporation has recommended payment of dividend. So far your 22.52 Corporationhas paid a cumulative dividend of Rs.49167 20.16 crore excluding the finaldividend of Rs.1942.36 crore recommended for the current year subject to approval by 11.86members. The final dividend shall be paid to the members whose names appear in theRegister of Members as well as the Beneficial Ownership Position provided by NSDL/CDSL asat the close of 22nd August 2018.

The Board of your Corporation has formulated a Dividend Distribution Policy. The Policyis annexed to the Board Report at 2015-16 Annexure 2016-17 I and is 2017-18 alsohosted on the website of the Corporation i.e. www.iocl.com. for Bonus Shares

CONTRIBUTION TO EXCHEQUER

Your Corporation has consistently been the largest contributor to the Governmentexchequer in the form of duties and taxes. During the year 2017-18 Rs. 190670 crore waspaid to the exchequer as against Rs. 179014 crore paid in the previous year. An amountof Rs. 103362 crore was paid to the Central Exchequer and Rs. 87308 crore to the StateExchequer as against Rs. 102817 crore and Rs. 76197 crore paid in the previousyear to the Central and State Exchequer respectively.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act 2013 and the AccountingStandards issued by the Institute of Chartered Accountants of India your Corporation hasprepared the Consolidated Financial Statement for the group including its subsidiariesjoint venture entities and associates. The highlights of the Consolidated FinancialResults are as follows:

Particulars 2017-18 2016-17
(US$ Million) (Rs. in Crore) (US$ Million) (Rs. in Crore)
Revenue from Operations
(Inclusive of Excise Duty & Sale of Services) 79979 515542 67640 453795
Profit Before Tax 5344 34450 4167 27956
Profit After Tax 3510 22626 3038 20385
Less: Share of Minority 68 437 80 536
Profit for the Group 3442 22189 2958 19849

Note: Exchange Rate used:-

For 2017-18: Average Rate 1 US$ = Rs. 64.46 For 2016-17: Average Rate 1 US$ = Rs. 67.09

MoU PERFORMANCE

The Memorandum of Understanding (MoU) with the Government of India setting performanceparameters and targets for the year 2017-18 was signed by Chairman of the Corporation and

Secretary (P&NG) Govt. of India on 4th July 2017. MoU targets for theCorporation continue to be more challenging and tougher over the years. However theCorporation has been continuously striving to achieve new heights in terms of performancenumbers surpassing all previous achievements.

Periodical review on the performance was carried-out throughout the year. Theperformance rating for 2017-18 is yet to be finalized by the Government. Howeverconsidering the performance on financial parameters as well as achievements towardsphysical parameters overall MoU performance for the year is expected to be"Excellent".

INTERNATIONAL TRADE

In order to meet the crude oil requirement of its refineries your Corporation imported58.01 million metric tonnes of crude oil during the year as against 55.71 million metrictonnes in the previous year. The selection of crude oil is carefully done from adiversified mix of supply sources. The import of petroleum products during the year was6.53 million metric tonnes as against 7.21 million metric tonnes in the previous year. TheCorporation also exported petroleum and petrochemical products during the year.

OPERATIONAL PERFORMANCE Refineries

The 9 refineries of your Corporation achieved the highest ever crude throughput of69.00 million metric tonnes during the year 2017-18 as against 65.19 million metric tonnesin 2016-17. The capacity utilisation was 99.7 per cent as against 94.2 per cent during2016-17. The distillate yield of refineries of your Corporation improved to 80.4 per centfrom 78.8 per cent achieved during the previous year. The refineries also achievedexcellent energy parameters of Fuel & Loss and Specific Energy Consumption (MBN) at8.75 per cent and 72.61 respectively as against 9.4 and 74.9 registered during 2016-17.

The Mathura and Panipat refineries commenced BS-VI grade auto fuel supplies well intime to meet the 1st April 2018 timelines for National Capital Territory.

To boost flexibility in crude oil sourcing the Corporation's crude oil basket wasexpanded with inclusion of 16 new grades of which 11 were of US origin. Processing ofcheaper heavy & high-TAN grades was stepped up to over 21.4 per cent during the yearcompared to 18.4 per cent in the previous year. Processing of high-sulphur crude oil wasalso higher at 55.6 per cent compared to 51.6 per cent in the previous year.

Pipelines

The cross-country network of crude oil petroleum and gas pipelines of your Corporationhas been its major strength in reaching out to new markets and customers and sustainingits competitive advantage as the least-cost supplier. The crude oil pipelines achieved athroughput of 51.08 million metric tonnes as against throughput of 51.34 million metrictonnes during the previous year. The petroleum product pipelines recorded the highest everthroughput of 34.60 million metric tonnes as against 31.15 million metric tonnes achievedlast year registering a growth of 11.06 per cent. The gas pipelines also achieved thehighest ever throughput of 1683 MMSCM during the year as against a throughput of 1587MMSCM in 2016-17.

With the commissioning of 543 km of new pipeline sections during the year andaugmentation of existing pipelines the total length of the pipeline network of crude oilproduct and gas pipelines as on 31st March 2018 expanded to 13391 km withcumulative throughput capacity of 94.79 MMTPA (crude oil and product) and 9.5 MMSCMD (gaspipelines).

Marketing

Your Corporation continued to energise and empower all sections of the economy duringthe year and achieved highest ever sales of 77.13 million metric tonnes of petroleumproducts during the year as against 74.11 million metric tonnes during the previous year.In addition 7.18 million metric tonnes of petroleum products were exported during thecurrent year as against 4.72 million metric tonnes exported during the previous year.

During the year the Corporation commissioned 953 retail outlets (fuel stationsincluding 502 Kisan Seva Kendra outlets in rural areas) taking their total number to27089. The Kisan Seva Kendra (KSK) outlets of the Corporation increased theircontribution to the total sales of Corporation with Petrol (Retail) touching a new high of15.7 per cent and Diesel (Retail) touching 15.1 per cent. In addition CNG facilities werecommissioned at 100 retail outlets during the year which increased the CNG market shareby 3.29 per cent. Your Corporation continued with its focus on the use of alternateenergy and 2533 retail outlets were converted to operate on solar energy during theyear taking their number to 9140 outlets i.e. 34 per cent of the total number of retailoutlets.

During the year the Corporation released new domestic LPG connections to 131.7 lakhcustomers out of which 73.8 lakh connections were released under Pradhan Mantri UjjwalaYojana (PMUY) the flagship scheme of the Government of India to the women of poorhouseholds with an objective to improve the health of poor families by providing cleancooking fuel. The Corporation achieved an all-time high LPG sales of more than 10.8 MMTand bottling capacity was augmented by 540 TMTPA to meet the increased demand of LPG.

In the Lubricants segment SERVO maintained its market leadership positionduring the year and registered positive growth across all segments of finished lubricants.

PROJECTS

Your Corporation recognises the importance of infrastructure development and has beenconsistently investing in several projects across the country. The project teams acrossthe divisions in the Corporation ensure that the projects are implemented seamlessly. Theprojects are financed through an optimum mix of internal accruals and borrowings fromdomestic as well as international markets whenever required. During the year theCorporation spent over Rs. 20000 Crore on capital projects including Rs. 3275 crorethrough Special Purpose Vehicle. Despite the significant capital expenditure the overallborrowings of the Corporation increased only by Rs. 3210 crore as most of the Capexrequirement was met through internal accruals.

The details of the projects completed ongoing and future are as under:-

Completed Projects

• Phase-I of BS-IV fuel quality upgradation projects at Barauni and GujaratRefineries

• 1.3 MMTPA Petcoke evacuation facility at Paradip Refinery

• Feed Preparation Unit at Haldia Refinery

• Jharsuguda-Khunti section of Paradip-Raipur-Ranchi product pipeline

• 157 km of Paradip-Balasore section of Paradip-Haldia-Durgapur LPG Pipeline

Ongoing Projects

Refinery

• Distillate yield improvement project at Haldia Refinery

• Propylene Unit at Paradip Refinery Refinery

• Phase-2 of BS-IV Fuel Quality Upgradation Projects at Barauni and Gujaratrefineries

• BS-VI projects at all refineries

• Installation of INDMAX Unit alongwith associated facilities at BongaigaonRefinery

• Infrastructure facilities Refinery at Gujarat Refinery and Dumad forKoyali-Ahmednagar-Solapur pipeline

• Infrastructure development for grid power import at 220 KV at Gujarat Mathuraand Barauni refineries

• 7 Nos. additional crude oil tanks at Paradip Refinery

• Paradip-Haldia-Durgapur LPG pipeline

• Paradip-Hyderabad pipeline Refinery

• Augmentation of Paradip-Haldia-Durgapur LPG pipeline and its extension up toPatna and Muza_arpur

• Jaipur-Panipat naphtha pipeline along with augmentation of Koyali-Sanganerpipeline

• CBR-Trichy pipeline

• Ennore-Trichy-Madurai LPG pipeline

• Ennore-Nagapattinam-Tuticorin-Madurai-Bengaluru natural gas pipeline

• 30" Crude Oil Pipeline in Haldia-Barauni section of Paradip-Haldia-BarauniPipeline and conversion of existing 18" twin pipeline in Haldia-Barauni section toproduct and gas pipeline.

• Branch pipeline on Barauni-Kanpur pipeline to Baitalpur and Motihari

• Motihari-Amlekhgunj pipeline

• Koyali-Ahmednagar-Solapur pipeline

• Augmentation of Chennai-Trichy-Madurai pipeline

• Dhamra-Haldia Refinery Gas Pipeline with spurline to Paradip Refinery.

• Tundla-Gawria Pipeline with augmentation of Mathura-Tundla Pipeline

• Dahej-Koyali Natural Gas Pipeline

• LPG import terminal at Paradip and Kochi

• Augmentation of LPG terminal at Kandla from 0.6 MMTPA to 2.5 MMTPA

• LPG bottling plants at Banka Gorakhpur Bathinda Goindwal Sahib AgartalaMandla Nagpur Salem Gwalior Sitarganj Trishundi Korba Khurda Shillong Kharagpurand Jodhpur.

• Product storage depots at Una (H.P.) Guntakal (A.P.) and Asanur (T.N.)

• 5-MMTPA LNG import terminal project at Ennore (through a Joint Venture Company)

• Ethylene Glycol Project at Paradip

Future Projects

• Barauni expansion to 9 MMTPA

• Expansion of PX/PTA Plant at Panipat Refinery

• Installation of Indjet Unit at Barauni

• Residue Upgradation and quality improvement project at Mathura Refinery

• Panipat Refinery Expansion from 15 MMTPA to 25

MMTPA

• Acrylics / Oxo Alcohol Project at Dumad Gujarat

• Gujarat Expansion to 18 MMTPA

• Catalytic Reforming Unit at Guwahati Refinery

• Catalytic De-Waxing Unit (2nd chain) at Haldia Refinery

• LAB Expansion at Gujarat

• PX/PTA Project at Paradip

• 3G Ethanol from off-gas at Panipat

• Expansion of Naphtha Cracker and revamp of MEG at Panipat

• 2G Ethanol Project at Panipat

• Guwahati-Silchar-Imphal product pipeline

• Paradip-Somnathpur-Haldia Pipeline

• Kandla-Gorakhpur LPG Pipeline through a Joint Venture Company.

• 60 MMTPA West Coast Refinery in Maharashtra through a Joint Venture Company.

37 new lube grades were introduced during 2017-18 and 34 product approvals wereobtained from Original Equipment Manufacturers (OEMs). In the overseas markets also SERVOregistered excellent performance with a growth of 18 per cent. SERVO now has aglobal presence in 30 international markets.

The Aviation Service of the Corporation continued to maintain its leadership positionduring the year and improved its market share to 61 per cent. During the year yourCorporation commissioned its aviation fuel stations at Puducherry Kadappa and Shillong.

Explosives & Cryogenics

During the year the Explosives and Cryogenics businesses of your Corporation continuedwith excellent performance and recorded the highest ever production and sales ofexplosives and cryocans. The Explosives group manufactured and sold 176757 metric tonnesof explosives during the year recording a growth of 12 per cent over the previous year'svolume of 157661 metric tonnes. The Cryogenics group sold 28782 units of cryocans andcryovessels during 2017-18 as against previous year's sale of 27694 units of cryocansand cryovessels.

RESEARCH & DEVELOPMENT

The year was marked by deployment of major technologies developed by R&D Centre atthe Corporation's refineries. An Octamax unit was commissioned at Mathura Refinery toproduce high-octane fuel for BS-VI gasoline pool. The unit is a true amplification of the‘Make in India' drive as the technology was conceptualised engineered and executedby R&D team and Mathura Refinery. The DHDT Unit at Gujarat Refinery based on indDieseltechnology developed by R&D centre was implemented during the year. The unit producesDiesel meeting BS-VI norms for Sulphur. The flagship innovation of R&D centre INDMAXwas adjudged winner in 22nd World Petroleum Congress in Turkey.

The R&D Centre filed for 82 patents and was granted 54 patents (14 Indian and 40overseas) during the year. Your Corporation now has 611 active patents in its kitty.

India's quest for clean energy solutions crossed an important milestone with thecommencement of demonstration trials on the country's first fuel cell-powered bus at theR&D Centre. Your Corporation has also acquired minority stake (4 per cent) in theLanzaTech New Zealand Limited for US$ 20 million through its wholly owned subsidiary inSingapore. LanzaTech a company registered in New Zealand is the global leader inbio-based gas fermentation technology and the company provides novel and economictechnologies for production of ethanol and other high value chemicals from industrialo_-gases of steel mills petroleum refineries etc.

BUSINESS DEVELOPMENT

In order to achieve its vision of becoming ‘The Energy of India' yourCorporation has been expanding its business beyond petroleum refining and marketing. Inthis context the verticals of Petrochemicals Natural Gas Exploration & ProductionAlternative Energy and International Business are emerging as integral business drivers ofthe Corporation in integrating and diversifying its business. Moreover the portfolio ofthe Corporation in these sectors has proved to be immensely beneficial with the profitsfrom these sectors offsetting the volatility from the Corporation's refining and marketingBusiness areas.

Petrochemicals

Duringtheyear2017-18theCorporationrecordedpetrochemicals sales (domestic and exports)of 2.37 MMT as against 2.58 MMT in 2016-17. The sales volumes were lower mainly due toshutdown of plants that restricted the production and resultantly the sales.

The Corporation's PROPEL brand of petrochemicals is the second largest in theIndian petrochemicals market. The Corporation's offerings include Polymers Linear AlkylBenzene Paraxylene / Puri_ed Terephthalic Acid Glycols and Butadiene. The Corporation isa major supplier of Polymer products to leading multinationals. During the year 30 newOriginal Equipment Manufacturers approvals were obtained and 3 new grades were rolled out.The global reach of PROPEL brand increased further with its exports now reaching75 countries. During the year PROPEL was recognised by The Economic Times in theBest Plastics & Polymers Brands 2018 as a "Symbol of Excellence in Plastics &Polymers Industry".

Natural Gas

The Corporation is investing across the Natural Gas value chain in the country and iscommitted to enhancing availability through expansion of infrastructure of Natural Gas inthe country. During the year the overall Regasi_ed Liquefied Natural Gas (R-LNG) sales ofthe Corporation was 1.89 MMT. The Corporation now has 58 R-LNG customers. In addition1.98 MMT of R-LNG was internally consumed in three of the Corporation's refineries viz.Panipat Mathura and Gujarat while its Digboi Refinery consumed 0.06 MMT ofdomestic gas.

Globally the interest in usage of LNG as a transportation fuel is on the rise. TheCorporation has also been the pioneer in India in supplying LNG to customers not locatedon the pipeline network through its ‘LNG at Doorstep' service. During the year saleof LNG through this model grew by 17.3 per cent over the previous year.

The Corporation imported 17 cargoes (1.13 MMT) of LNG during the year against 11cargoes (0.71 MMT) in the previous year. The Corporation has so far signed 22 Master Sales& Purchase Agreements (MSPAs) with various international suppliers for purchase of LNGon Spot/Short term basis of which 9 MSPAs were signed during the year.

The Corporation through its Joint Venture Company (JVC) IndianOil LNG Pvt. Ltd.(IOLPL) is setting up a 5 MMTPA LNG Terminal at Kamarajar Port Ennore in Tamil Naduwhich will be the first LNG Terminal on the East Coast. The LNG Terminal is scheduled tobe commissioned in 2018-19.

The Corporation is operating/implementing City Gas Distribution (CGD) network in 9Geographical Areas (GAs) through its two JVCs viz. Green Gas Ltd. (GGL) in Lucknow &Agra and IndianOil-Adani Gas Pvt. Ltd. (IOAGPL) in Allahabad Chandigarh Panipat DamanErnakulam Udham Singh Nagar & Dharwad. IOAGPL participated in 8th Round ofCGD Bidding invited by the Petroleum & Natural Gas Regulatory Board and emerged aswinner for South Goa and Bulandshahar GAs.

The Corporation is involved in developing three natural gas pipelines viz.Mallavaram-Bhopal-Bhilwara-Vijaipur Pipeline through the JVC GSPL India Transco Ltd. andMehsana-Bhatinda Pipeline & Bhatinda-Jammu Pipeline through the JVC GSPL India GasnetLtd.

Exploration & Production

The Corporation is engaged in upstream (Exploration & Production) activitiesthrough its joint operations joint ventures and wholly owned subsidiaries (WoS). Theupstream portfolio of the Corporation consists of 19 assets (9 domestic and 10 overseas)with active Participating Interests (PI) ranging from 3 to 100 per cent. Out of 19 assetsthe Corporation has 8 Producing (7 overseas & 1 domestic) 3 domestic Discovered SmallFields 2 Coal Bed Methane 1 overseas under Development 2 domestic Exploration withdiscoveries under appraisal and 3 under Exploration (2 overseas & 1 domestic) assets.

During the year Hydrocarbon production increased by 66 per cent over last year from1.61 MMT to 2.67 MMT from 6 overseas producing assets viz. Lower Zakum (UAE) Taas(Russia) Vankor (Russia) Niobrara Shale Oil (USA) Pacific Northwest (Canada) Carabobo(Venezuela) and one domestic producing asset i.e. Dirok (Assam India).

A major highlight during the year was acquisition of new blocks overseas. TheCorporation acquired acquired 3 per cent PI in Lower Zakum Offshore Abu Dhabi (UAE)through a consortium with ONGC Videsh Ltd. and Bharat PetroResources Ltd. In addition tothis the Corporation acquired 17 per cent PI in Mukhaizna Oil Field a producing field inOman in April 2018 resulting in an increase of its production profile by 20400 boe/day.

A major milestone for the Corporation was the beginning of production of gas andcondensate from its Pre-NELP asset AAP-

ON-94/1 (Dirok Field) in August 2017. This marked the advent of its first domesticexploration asset maturing from exploration stage to a producing asset. The Corporationhas 29.03 per cent PI in this asset.

Alternative Energy

The Corporation has a portfolio of 168 MW wind power and 34 MW solar PV which includes17.5 MW grid connected solar PV and 16.5 MW o_-grid solar projects (as on 31.03.2018). Therenewable power generated from the wind and solar projects was 337 GWh which correspondsto an emission reduction of metric tonnes carbon dioxide equivalent). During the year 14MW of solar PV capacity was installed and work is in progress for installation of another13 MW at various units of the Corporation.

The Corporation has also been selling solar lanterns as an energy access solution.During the year around 14000 solar lanterns were sold through its LPG network.Cumulatively over 4.1 lakh solar lanterns have been sold by the Corporation.

The Corporation is setting-up three 2nd Generation Ethanol production plantsat Panipat (Haryana) Gorakhpur (UP) and Dahej (Gujarat) of 100 KL per day capacity each.

Under the aegis of Swachh Bharat Mission of the Govt. of India twowaste-to-energy plants of 5 tons per day capacity each were commissioned in Varanasi bythe Corporation. The plants process organic Municipal Solid Waste and produce Biogas andCompost. The electricity produced from the generated Biogas is being used to energisestreet lights in the vicinity of each plant.

Sustainable Development

Your Corporation is deeply committed to the ethos of Sustainable Business. It has beenpublishing Annual Sustainability Report since 2005-06. During the year the Corporationcompleted carbon and water foot-printing of all its refineries pipelines & marketinginstallations and its IndianOil Institute of Petroleum Management Gurgaon and theR&D Centre. The Corporation is replacing all the conventional lighting with LED lightsacross all its installations. Cumulatively 3.4 lakh conventional lighting has beenreplaced with LED. During the year 1.22 lakh trees were planted at various locations andunits of the Corporation. Waste paper recycling is another major initiative of theCorporation and during the year 130 tonnes of waste paper was recycled which includesselling of waste paper to designated recyclers. The Corporation has installed 561rainwater harvesting systems and cumulatively the systems have harvested 3.26 billionlitres of water during 2017-18.

Overseas Business Development

The Corporation has been constantly exploring various overseas downstream opportunitieswith special focus on the neighbouring countries. During the year the Corporation openedoffices in Dhaka Bangladesh and Yangon Myanmar. During the year six export consignmentstotalling 123 TMT consisting ATF MS and HSD were supplied to neighbouring countries.

INFORMATION SYSTEMS & OPTIMISATION

The year witnessed a lot of activity in the area of cyber security both in theCorporation and the cyber world with two major ransomware attacks globally which a_ectedIndia also. However there was no impact on the Corporation. Cyber Security Audit ofselect locations was conducted to identify potential vulnerabilities and appropriatemitigation steps were taken to strengthen the security wherever vulnerabilities werefound. A Centralized Security Operation Center (SOC) was commissioned in which thesecurity devices across the Corporation are now monitored centrally.

During the year the customer-facing ePIC portal first step towards delivering anext-generation customer experience was launched. Customers who require service orsupport across any line of business of the Corporation will have a single platform tovoice their issues which would be appropriately routed to the concerned person in aCentralised Grievance System with a proper escalation matrix in place.

GST was successfully implemented in the Corporation on 1st July 2017. Thefirst invoice from SAP was generated on time and your Corporation was first among OilMarketing Companies to roll out GST. During the year Indane refill bookingfacility was enabled through Facebook and Twitter in addition to other existing channels.

The Optimisation group in the Corporation carries out detailed analysis of demandforecast for purchase of suitable crude oil cargoes through term contracts or spotpurchases logistics arrangements export of products etc. to maintain supply ofproducts across the country as well as to optimise corporate profitability. During theyear based on evaluation of crudes 12.1 MMT of cheaper opportunity crudes were procuredand for the first time ever 6.6 million barrels of US crude was also imported. TheOptimisation group also plays an important role in evaluation of projects by carrying outa detailed analysis of supply & demand.

HEALTH SAFETY & ENVIRONMENT (HSE)

Your Corporation is committed to conduct business with a strong environment conscienceensuring sustainable development safe workplaces and enrichment of the quality of life ofits employees customers and the community at large. All refineries of your Corporationare certified to ISO:14064 standards for sustainable development as well as for theOccupational Health & Safety Management System (OHSMS/OHSAS-18001) besides havingfully equipped occupational health centres. Compliance with safety systems and proceduresand environmental laws is monitored at the unit division and corporate levels. The HSEactivities of the Corporation are reviewed in Board meeting. During the year safetyaudits were carried out at various offices and locations and various training programmeswere also conducted across the Corporation covering safety-related topics.

ENERGY CONSERVATION

Energy conservation is important key parameter in refining business and high importanceis accorded for the same at all the refineries and units of your Corporation. Theperformance of various units is continuously monitored and efforts are made to keepabreast of the latest technological developments and global best practices. As a result ofvarious energy conservation measures undertaken the energy performance parameter (indexedto the complexity of operations) in terms of MBN* of the refineries of your Corporationduring the year is down to 72.61 which is the best ever achieved as against the energyindex of 81.9 in the previous year. The energy conservation schemes implemented during theyear in various refineries resulted in an estimated fuel savings of 63093 MT StandardRefinery Fuel (SRF) in the year valued at about Rs. 149.4 crore. Under pipelineoperations various initiatives were taken during 2017-18 which resulted in improvementof Specific Range Consumption of Pipelines by 18.44 per cent.

*MBN–Thousand British Thermal Units / Barrel / Energy Factor (MBTU/BBL/NRGF)

HUMAN RESOURCES

Your Corporation has a strong and dedicated workforce as on 31st March 2018of 33157 consisting of 17123 executives and 16034 non-executives. This included 2770women employees comprising 8.36 per cent of the total workforce.

Your Corporation diligently follows the Presidential directives and guidelines issuedby the Government of India regarding reservation in services for SC/ ST/ OBC/ PWD (Personswith Disabilities)/ Ex-servicemen to promote inclusive growth. Rosters are maintained asper the directives and are regularly inspected by the Liaison Officer(s) of theCorporation as well as the Liaison Officer of the Government of India to ensure propercompliance. Grievance/ Complaint Registers are also maintained at Division/ Region/ Unitlevels for registering grievances from OBC/SC/ST employees. Efforts are made to promptlydispose of representations/grievances received from them. In accordance with thePresidential Directive the details of representation of SC/ ST/OBC in the prescribedformat are attached at Annexure-II to the Report.

During the year the Corporation received Presidential Directives issued by theMinistry of Petroleum & Natural Gas for implementation of revision of pay and variousallowances payable to the Board level executives and below Board level Executives of theCorporation. The Corporation is in the process of implementation of the directivesreceived in a phased manner.

The provisions of 4 per cent reservation for Persons with Disabilities in line withguidelines/instructions issued by the Government of India are implemented by theCorporation. Necessary concessions/relaxations in accordance with the rules in this regardare also extended to physically challenged persons in recruitment. The number of employeeswith disabilities as on 31st March 2018 was 611 constituting 1.84 per cent ofthe total employee strength.

Your Corporation maintained cordial industrial relations during the year and continuedto provide comprehensive welfare facilities to its employees to take care of their healthefficiency economic betterment etc. and to enable them to give their best at theworkplace. Your Corporation supports the participative culture in the management of theenterprise and has adopted a consultative approach with the collectives establishing aharmonious relationship for industrial peace thereby leading to higher productivity.Employees' participation is ensured through information-sharing with collectives andemployees on a regular basis while seeking their support suggestions and cooperation. Theefforts to promote employees' participation in management were continued during the yearthrough Suggestions Scheme Total Productivity Maintenance (TPM) and various employeeengagement initiatives.

Your Corporation has initiated steps towards formulation of an Employee ValueProposition (EVP) with an objective of establishing and promoting the Corporation'sEmployee Brand amongst the potential employees. An EVP is a unique set of benefits whichemployees receive in return for skills capabilities and experience they bring to aCompany. While addressing the basic question "Why should I work for you" itenables a _rm to position itself as employer of choice and thus attract best talentbesides providing a reason to the existing employees for working with an organisation.During an experiential workshop facilitated by XLRI Jamshedpur a taskforce of 25 officersframed few EVP statements. These statements are being tested externally with students ofB-schools and engineering institutes as potential employees; and internally within theCorporation to validate their relevance and attractiveness after which a structured EVPwill be finalised.

Your Corporation emerged as one of the best employers in India and first amongst thePublic Sector Undertakings in the Great Place to Work assessment conducted by the GreatPlace to Work Institute in association with the Economic Times. IndianOil YuvaUrja aplatform for connecting with Gen Y/Millennials and sharing information on yourCorporation's employee-friendly policies has been developed to connect with both potentialemployees and the executives joining your Corporation.

1145 Executives were recruited during 2017-18 from various reputed institutes andthrough all India open recruitment exercise. IndianOil has a well defined Common CorporateInduction Module (CCIM) a specially designed and standardised program to facilitate thetransition of these young executives from academic life to professional life. To ensurethat they get integrated in the organization all the new executives are provided withDivisional Induction Module followed by ‘On-the-Job' training. The Induction Modulesare tailor-made for Divisions to provide a holistic overview of the working of respectiveDivisions. Each executive is provided with a mentor within the first week of joining attheir respective locations as part of IndianOil Mentoring Programme – "Gurumitra".

Your Corporation has a structured succession planning framework linked to theleadership development system for developing leaders at all levels from within. Besidesregular developmental interventions your Corporation's flagship Leadership CompetencyDevelopment Programme for executives - "Saksham" is a progressive steptowards ‘need-based' development of leadership competencies – StrategicOperational Business Results Customer Talent Content Change and Relationship. Themodules under Project "SAKSHAM" have been developed and being delivered by thebest B-Schools in the country viz. IIMs – Ahmedabad Bangalore Calcutta and XLRIJamshedpur.

The scope of Project Saksham which was earlier focused on officerstransitioning from Middle to Senior Management (Grade F G and H) was expanded during2017-18 to include officers undergoing transition from Junior to Middle Management (GradeD & E). In 2017-18 nearly 400 executives in Grades F G & H and nearly 250executives in Grades D & E were covered under this programme. To meet the increasedcoverage IndianOil tied up with other IIMs - Lucknow Indore Kozhikode and Shillong.

Your Corporation is committed to implementation of Hindi at its various offices /locations / units in day-to-day functioning. The provisions of Official Language Act 1963and Rules noti_ed thereunder are complied with. The communications received in Hindi andany application appeal or representation written or signed by an employee in Hindi isreplied-to in Hindi. The Official Language Implementation Committees (OLIC) have beenformed and are functioning in all offices / units. The Committees review the progress ofimplementation of official language policies.

RIGHT TO INFORMATION ACT (RTI)

Your Corporation has put in place an elaborate mechanism across the organisation todeal with matters related to Right to Information Act 2005 since its inception. TheCorporation has designated one Nodal Officer based at Corporate Office and 34 FirstAppellate Authorities (FAAs) 45 Central Public Information Officers (CPIOs) and 45Assistant Public Information Officers (APIOs). The details of all the designatedofficials 3rd party audit reports etc. are hosted on the website of the Corporation. YourCorporation has aligned with the online RTI portal launched by DoPT and all theapplications / appeals received through the portal have been disposed off through theportal only. The Quarterly Reports / Annual Reports have been submitted through onlineportal of Central Information Commission – www.cic.gov.in within the prescribed timelimit. A total of 7331 requests and 851 first appeals were received during the year andall have been disposed off within the stipulated time. 239 second appeals were filedbefore the Central Information Commission New Delhi and all have been disposed off afterdue follow-up without any adverse remarks from 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 Prohibitionand Redressal) Act 2013 have been implemented across the Corporation with the clearobjective of providing protection to women against sexual harassment at the workplace andfor prevention and redressal of complaints. Internal Complaints Committees have been setup at Unit/Region/Head Office level headed by senior level women executives to deal withsexual harassment complaints if any and conduct enquiries.

There were six complaints of sexual harassment which were pending as on 1stApril 2017. During the year 2017-18 one complaint was received and four complaints weredisposed off. As on 31st March 2018 three complaints are pending.

Regular workshops are held especially for women employees with an objective to bringawareness about their rights and facilities at workplace and emphasizing the provisions ofthe Act. During the year 65 workshops/awareness programmes were conducted. Gendersensitization programmes sensitizing the male employees are also being conductedregularly. Newly recruited employees in the Corporation are made aware of the provisionsof the Act and the measures adopted by the Corporation to prevent such incidents.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Corporation has utilized 100% of the CSR Budget allocated for the year 2017-18amounting to Rs. 331.05 crore. This gratifying achievement exempli_es your Corporation'sunstinted commitment to serve the society which has been an integral philosophy ofconducting its business operations since inception.

In addition to serving the Nation through thousands of marketing and operationtouch-points across the country your Corporation through its CSR outreach has touchedhearts and souls of millions of under-privileged citizens with care and passion the keyvalues which your Corporation actively nurtures and espouses.

During 2017-18 your Corporation reached out to a large number of beneficiaries througha variety of CSR initiatives. Under its flagship healthcare initiatives viz. SwarnaJayanti Samudayik Hospital Mathura

(Uttar Pradesh); AOD Hospital Digboi (Assam); Sarve Santu Niramaya Digboi (Assam);your Corporation treated more than 76100 patients. Assistive devices were provided to 900Divyangjans across 4 States and about 23400 animals were given various healthcaretreatments for their well being. Under various Skilling initiatives across India viz.Skill Development Institute Bhubaneswar (Odisha); Multi-Skill Development InstituteDigboi (Assam); Skill Development Centre Barauni (Bihar) etc. 1200 beneficiaries wereskilled in various trades. Through projects like IndianOil Gyanodaya scholarships wereprovided to more than 6100 students across India. For meeting basic livelihood needs viz.drinking water and electricity IndianOil Jal-Jeevan projects were rolled out in 30villages and IndianOil Surya-Prakash (solar) projects were implemented in 25 villages.

As a progressive step towards strengthening Industry-Academia partnership Institute ofChemical Technology (ICT) Mumbai and IndianOil have agreed to jointly start an IntegratedMasters programme in Chemical Engineering (5-years) with a strong emphasis on industryinternship. ICT Mumbai – IndianOil Odisha Campus (ICTM-IOC) Bhubaneswar will alsooffer Executive M. Tech. in Chemical Engineering and Ph. D. Programmes under UGC/Industryfellowships.

The Hon'ble President of India inaugurated Institute of Chemical Technology Mumbai -IndianOil Odisha Campus Bhubaneswar and laid the foundation stone of the main campus ofSkill Development Institute Bhubaneswar on 18th March 2018.

A report on your Corporation's CSR activities as per the provisions of the CompaniesAct 2013 along with the CSR Highlights for FY 2017-18 is attached at Annexure-III tothe report. The composition of the CSR Committee is provided in the Corporate GovernanceReport. The CSR Policy of the Corporation can be accessed at the website of theCorporation on the link https://iocl.com/aboutus/ Ioc_S&CSR_policy.pdf

VIGILANCE

The Vigilance department acts as a link between the organisation and Chief VigilanceCommissioner. The objective of the vigilance function is to ensure maintenance of thehighest level of integrity throughout the Corporation. The Vigilance group takespreventive punitive and participative steps with emphasis on the preventive andparticipative aspects. During the year 94 vigilance awareness programmes were conductedwhich were attended by about 2300 employees.

Disciplinary action under applicable Conduct Discipline and Appeal Rules 1980 andCertified Standing Orders were taken by the Corporation for irregularities/lapses. Thenumber of disciplinary matters related to vigilance cases disposed off during the year2017-18 was 57. The number of such cases pending at the end of year 2017-18 was 35. Theaforesaid cases pertain to irregularities such as indiscipline dishonesty negligence inperformance of duty or neglect of work etc. The Corporation continuously and regularlyendeavours to ensure fair and transparent transactions through technology interventionsand system/process review in consultation with Central Vigilance Commission and InternalVigilance set-up.

PUBLIC DEPOSIT SCHEME

The Public Deposit Scheme of the Corporation was closed with effect from 31stAugust 2009. The Corporation has not invited any deposits from the public during the yearand no deposits are outstanding as on 31st March 2018 except the old casesamounting to Rs. 55000/- which remain unpaid due to unsettled legal / court cases.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report highlighting the endeavours of your Corporation inensuring 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 as required under CorporateGovernance guidelines has also been incorporated as a separate section forming a part ofthe Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report covering initiatives taken with environmentalsocial and governance perspective has been prepared in accordance with the directives ofSEBI and forms a part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee of your Corporation comprises three members all of whom areIndependent 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.

CODE OF CONDUCT

The Board of your Corporation has enunciated a code of conduct for the Directors andsenior management personnel which has been circulated to all concerned and has also beenhosted on the Corporation's website. The Directors and senior management personnel haveaffirmed compliance with the code of conduct.

RISK MANAGEMENT

Your Corporation has a well laid-down risk assessment & management process. A RiskManagement Compliance Board comprising senior management personnel and headed by ChiefRisk Officer reviews the various risks associated with the Corporation's business. TheCorporation has constituted a Risk Management Committee comprising whole-time Directorswhich oversees risk management activities. A report is thereafter put up to the AuditCommittee and the Board.

INTERNAL FINANCIAL CONTROLS

Your Corporation has put in place adequate internal financial controls for ensuring theefficient conduct of its business in adherence with laid-down policies; the safeguardingof its assets; the prevention and detection of frauds and errors; the accuracy andcompleteness of the accounting records; and the timely preparation of reliable financialinformation which is commensurate with the operations of the Corporation. The Corporationalso has a separate Internal Audit department headed by a Chief General Manager whodirectly reports to the Chairman. The Internal Audit department has a mix of officialsfrom finance and technical functions who carry out extensive audit throughout the year.The statutory auditors are also required to issue the Independent Auditor's Report on theInternal Financial Controls of the Corporation under Clause (i) of Sub-Section 3 ofSection 143 of the Companies Act 2013. The report issued thereupon has been attachedalongwith the Standalone and Consolidated Financial Statements respectively.

REMUNERATION TO THE AUDITORS

The Office of the Comptroller & Auditor General of India had appointed theStatutory Auditors for the financial year 2017-18. The Auditors' remuneration for the year2017-18 has been _xed at Rs. 145 lakhs plus applicable taxes. In addition reasonableout-of-pocket expenses incurred are also reimbursed at actuals.

COST AUDIT REPORT

Cost Auditors were appointed for conducting the cost audit of the Corporation'srefineries lube blending plants and other units for the year 2017-18. A remuneration ofRs. 18.50 lakhs and applicable taxes had been _xed by the Board for payment to the costauditors for the year 2017-18 which was rati_ed by the shareholders in the last AGM. Thecost audit for the year 2016-17 was carried out for various units of the Corporation andthe cost audit report was filed by the Central Cost Auditor with the Central Government inthe prescribed form within the stipulated time period. The cost audit report for 2017-18would also be filed within the stipulated time.

SECRETARIAL AUDIT

The Secretarial Audit Report for the year 2017-18 confirms that the Corporation hascomplied with the applicable provisions of the corporate laws guidelines rules etc.which are within the purview of the Corporation. The report duly certified by apractising Company Secretary is attached at Annexure-IV to this Report.

The Secretarial Auditor has made an observation that the Corporation has not compliedwith the conditions with regard to minimum number of non executive Directors andIndependent Directors in the composition of Board of Directors for the period 01.04.2017to 21.09.2017 and with regard to appointment of Woman Director for the period 01.04.2017to 26.10.2017. In this regard it is clari_ed that the Corporation being a GovernmentCompany under the administrative control of the Ministry of Petroleum & Natural Gasthe selection and appointment of Directors (including Independent Directors and WomanDirector) vests with the Government of India as per the Government guidelines.

PUBLIC PROCUREMENT POLICY FOR MICRO AND SMALL ENTERPRISES (MSEs) ORDER 2012

Your Corporation has taken steps for implementation of the Public Procurement Policy ofthe Government of India for procurement from MSEs. All efforts are made to procure itemsspecified for procurement from MSEs. In addition necessary provision has been made in allthe tenders stating the eligibility of MSEs to participate in the tender. As against thetarget of 20 per cent for procurement from MSEs the actual procurement of yourCorporation from MSEs during the year was 24.09 per cent (excluding crude oil & gas).During the year 54 vendor development programmes were conducted to develop small andmedium enterprises.

SUBSIDIARIES AND JOINT VENTURES

During the year a new Joint Venture Company viz. Ratnagiri Refinery andPetrochemicals Limited between your Corporation BPCL and HPCL was incorporated in Sept.2017 for the purpose of setting up of 60 MMTPA Refinery and Petrochemical Project inRatnagiri district of Maharashtra. The equity holding of partners is IndianOil : 50 percent; BPCL : 25 per cent and HPCL : 25 per cent. Subsequently in April 2018 an MoU wassigned between the JV Partners and Saudi Aramco to explore the possibilities of jointdevelopment of the project with induction of Saudi Aramco as a strategic partner.

IndianOil CREDA Bio-fuels Ltd. a Subsidiary of the Corporation was wound-up during theyear and the name of the Company was struck-off from the Register of Companies by Ministryof Corporate Affairs on 08.03.2018.

As required under the provisions of the Companies Act 2013 a statement on theperformance and financial position of each of the subsidiaries and joint venture companiesis provided as an annexure to the Consolidated Financial Statement. The financialstatements of the subsidiaries have also been hosted on the website of the Corporationi.e. www.iocl.com under ‘Financial Performance' section.

In accordance with the provisions of the SEBI guidelines your

Corporation has framed a policy for determining material subsidiaries which can beaccessed on the Corporation'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 and SEBI guidelines a policy onmaterial RPTs has been framed which can be accessed on the website of the Corporation atlink https:// www.iocl.com/InvestorCenter/Policy_on_related_party_ transactions.pdf. YourCorporation has undertaken transactions with related parties during the year in theordinary course of business. In line with the RPT Policy approval of the Audit Committee& Board as the case may be were obtained for such RPTs. As per the thresholdmentioned in the policy there was no material RPT during the year. The disclosuresrelated to RPTs in accordance with applicable accounting standards are provided at Note-37of the Standalone Financial Statement.

The details of contracts or arrangements with related parties referred to under Section188 (1) of the Companies Act 2013 in the prescribed Form AOC-2 are attached at Annexure-V of the report.

REPORT ON ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

In accordance with the provisions of the Companies Act 2013 and rules framedthereunder the details relating to Energy Conservation Technology Absorption and ForeignExchange earnings and outgo are annexed at Annexure-VI to the report.

PARTICULARS OF EMPLOYEES

The provisions of Section 197 of the Companies Act 2013 and rules notified thereunderregarding particulars of employees drawing remuneration in excess of limits specified areexempt for Government Companies.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The following changes occurred in the Board / Key Managerial Personnel of theCorporation:-

Appointment

1. Shri Vinoo Mathur Shri Samirendra Chatterjee Shri Vivek Rae Shri Chitta RanjanBiswal Dr.Jagdish Kishwan Shri Sankar Chakraborti Dr.B.Mahadevan and Shri DharmendraSingh Shekhawat were appointed as Independent Directors w.e.f. 22.09.2017.

2. Smt. Urvashi Sadhwani was appointed as Government Director w.e.f. 27.10.2017.

3. Shri B.V.Rama Gopal was appointed as Director(Refineries) w.e.f. 12.02.2018.

4. Shri Ranjan Kumar Mohapatra was appointed as Director(Human Resources) w.e.f.19.02.2018.

5. Ms. Sushma Taishete Rath was appointed as Government Director w.e.f. 11.05.2018.

6. Shri Kamal Kumar Gwalani was appointed as Company Secretary and Key ManagerialPersonnel w.e.f. 01.09.2017.

Cessation

7. Shri Verghese Cherian ceased to be Director (Human Resources) w.e.f.01.11.2017 consequent upon his superannuation.

8. Shri B.S.Canth ceased to be Director(Marketing) w.e.f. 01.02.2018 consequent uponhis superannuation.

9. Dr. B. Mahadevan Independent Director resigned from the Board of the Corporationdue to his pre-occupation on 19.03.2018.

10. Shri Anish Aggarwal ceased to be Director(Pipelines) w.e.f. 01.04.2018 consequentupon his superannuation.

11. Smt. Urvashi Sadhwani ceased to be Director w.e.f. 11.05.2018 consequent upon herelevation as Principal Adviser to MoP&NG.

12. Shri Vivek Rae Independent Director resigned from the Board of the Corporationw.e.f. 04.06.2018.

13. Ms. Sushma Taishete Rath ceased to be a Director w.e.f. 06.07.2018 consequent uponher transfer from MoP&NG. 14. Shri Raju Ranganathan ceased to be Company Secretaryand Key Managerial Personnel w.e.f. 01.09.2017 consequent upon his superannuation.

The Corporation has received the Certi_cate of Independence from all the IndependentDirectors confirming that they meet the criteria prescribed for Independent Directorsunder the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

A separate meeting of Independent Directors was held during the year as per provisionsof the Companies Act 2013 and SEBI LoDR.

Shri G.K.Satish Director(P&BD) is liable to retire by rotation and being eligibleis proposed to be re-appointed at the forthcoming Annual General Meeting.

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

BOARD MEETINGS

During the year 13 meetings of the Board of Directors were held. The details of themeetings attended by each Director are provided in the Corporate Governance Report andhence not repeated here to avoid duplication.

PERFORMANCE EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The provisions of Section 134(3)(p) of the Companies Act 2013 require a listed entityto include a statement indicating the manner of formal evaluation of performance of theBoard its Committees and of individual Directors. However the said provisions are exemptfor Government Companies as the performance evaluation of Directors is carried out by theAdministrative Ministry i.e. Ministry of Petroleum and Natural Gas (MoP&NG) as perlaid down evaluation methodology.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The provisions of Section 134(3)(e) of the Companies Act 2013 regarding the policy onDirectors appointment and remuneration including criteria for determining quali_cationspositive attributes independence of a Director and other matters 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 or courts or tribunalsthat impact the going concern status of the Corporation and its operations in future.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

The Corporation has framed a whistle-blower policy wherein the employees are free toreport any improper activity resulting in violation of laws rules regulations or code ofconduct by any of the employees to the Competent Authority or Chairman of the AuditCommittee as the case may be. Any complaint received is reviewed by the CompetentAuthority or Chairman of the Audit Committee as the case may be. The policy provides thatthe con_dentiality of those reporting violations shall be maintained and they shall not besubjected to any discriminatory practice. No employee has been denied access to the AuditCommittee. The policy on Vigil Mechanism/Whistle-Blower can be accessed on theCorporation's website at the link https://www.iocl.com/InvestorCenter/Whistle_Blower_policy.pdf

DETAILS OF LOANS/INVESTMENTS/GUARANTEES

Your Corporation has provided loans/guarantees to its subsidiaries/joint ventures andhas made investments during the year in compliance with the provisions of the CompaniesAct 2013. The details of such investments made and loans/guarantees provided as on 31stMarch 2018 are 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 the extract of AnnualReturn for the financial year ended 31st March 2018 in the prescribed form MGT-9 isattached at Annexure-VII to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Corporation complies with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India (ICSI).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under clause (c) of sub-section (3) of Sec.134 of theCompanies Act 2013 with respect to the Directors' Responsibility Statement it is herebyconfirmed that:

(a) in the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Board of Directors would like to express its deep appreciation for the dedicatedand sincere efforts of the employees of the IndianOil family for the superlativeperformance achieved during the year 2017-18. The Board would also like to thank theGovernment of India particularly the Ministry of Petroleum & Natural Gas as well asthe various State Governments regulatory and statutory authorities for their valuableguidance and support from time to time. The Board is also thankful to all itsstakeholders including bankers investors members customers consultants technologylicensors contractors vendors etc. for their continued support and confidence reposedin the Corporation. The Board would like to place on record its appreciation for thevaluable guidance and significant contribution made by Shri Verghese Cherian ShriB.S.Canth Shri Anish Aggarwal Dr.B.Mahadevan Smt.Urvashi Sadhwani Shri Vivek Rae andMs. Sushma Taishete Rath during their tenure on the Board of the Corporation.

For and on behalf of the Board
(Sanjiv Singh)
Place: New Delhi Chairman
Date : 16th July 2018 DIN: 05280701