Indian Oil Corporation Ltd Directors Report.

Dear Members,

On behalf of the IndianOil Board, I present to you the 61st Annual Report and the third Integrated Annual Report of the Company for the financial year ended March 31, 2020, along with the Audited Standalone and Consolidated Financial Statements and Auditors report thereon.

Matching the pace of the energy demand in the country, the Company posted robust performance during the year, retaining its numero-uno position in the downstream petroleum sector and strengthening its new verticals of Gas, Petrochemicals and E&P.

THE RESILIENT COMPANY: TREADING THROUGH THE COVID-19 CHALLENGE

The unprecedented COVID-19 novel Coronavirus, followed by the lockdown enforced by various countries to flatten the rising curve of the pandemic, had severely impacted businesses across the world. In India too, the Government announced a nationwide lockdown with effect from March 25, 2020, which continued with certain relaxations till May 31, 2020. Thereafter, the lockdown was lifted partially by the Central and State Governments with few restrictions.

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

Since the commencement of the nationwide lockdown, the Company put in place a comprehensive strategy to maintain business continuity while also ensuring the health and safety of all its stakeholders, including its employees, channel partners, their subordinate staff, and a large number of contract workers.

The Company had witnessed a demand growth of 0.8% for petroleum products in 2019-20 till February 2020. However, sales declined by 21% in March 2020 due to the lockdown, dragging down the growth for the entire year to -1.1%. The performance of the Company was impacted by the prolonged lockdown, leading to lower sale of petroleum products by 46% during the month of April 2020 as well. With relaxations by the Central Government as well as the State Governments, product sales improved from May onwards but remained lower as compared to that of the previous year. During the period April -July 2020, the sale of petroleum products was only 74% of the sales achieved during the corresponding period last year. The Natural Gas sales, which had grown by 19% in 2019-20, witnessed a fall in April -May, 2020 falling to 74% of April -May, 2019 levels. With relaxations and ease of lockdown by the Central and State Governments, Natural Gas sales improved 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 pandemic are as under:

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

• While the lower demand of petroleum products impacted refineries throughput, the Company took immediate steps to increase LPG production by optimising refinery operations to meet the sharp rise in demand caused by the lockdown as well as provision of free LPG refills for three months to PMUY customers under Pradhan Mantri Garib Kalyan Yojana (PMGKY).

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

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

• While some crude oil cargoes meant for the refineries were either deferred or rescheduled, some were diverted to fill the countrys strategic petroleum reserves to benefit from prevailing low prices.

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

• Medical insurance cover for COVID-19 was provided to about 3,23,000 frontline personnel, including retail outlet customer attendants, LPG delivery boys, POL tank-truck crew, DGR guards on pipeline patrol duty, operators and crew of the Mobile Manufacturing Unit (MMU) of the Explosives group, etc.

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

• Comprehensive advisories on safe practices to avoid virus transmission, covering various aspects like social distancing, work-from-home, meetings over digital platforms, telemedicine, etc., were prepared and shared with all locations for strict implementation.

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

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

• The Company contributed R 225 crore to PM CARES fund for COVID-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) 79,976 5,66,950 86,686 6,05,932
EBITDA
(Profit Before Exceptional Items, Finance Cost, Tax, Depreciation & Amortisation) 3,154 22,356 5,286 36,952
Finance Cost 843 5,979 616 4,311
Depreciation 1,237 8,766 1,075 7,514
Profit Before Tax & Exceptional Items 1,074 7,611 3,595 25,127
Exceptional Items (1,595) (11,305) - -
Profit Before Tax (521) (3,694) 3,595 25,127
Tax Provision (706) (5,007) 1,178 8,233
Profit After Tax 185 1,313 2,417 16,894
Balance Brought Forward from Last Year - - - -
Less: Appropriations
Interim Dividend paid 550 3902 1,112 7,775
Final Dividend paid 130 918 271 1,896
Dividend Distribution Tax 139 986 284 1,985
Insurance Reserve (Net) 3 20 3 18
Bond Redemption Reserve - - 90 631
CSR Reserve (Net) - - - -
General Reserve (637) (4,513) 657 4,589
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$ = R 75.67 as on March 31, 2020 For 2018-19: Average Rate 1 US$ = R 69.90 and Closing Rate 1 US$ = 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, financial, industry-specific information affecting the Companys business and the markets in which it operates are provided in the Management Discussion & Analysis section, which forms part of the Annual Report.

ISSUE OF SECURITIES / CHANGES IN SHARE CAPITAL

There was no change in the share capital of the Company as well as issuance of shares during the year. However, during the year, the Company issued Unsecured, Rated, Listed, Taxable, Redeemable, Non-Convertible Debentures (NCDs) aggregating Rs 7,995 crore on private placement basis. The funds raised through issuance of NCDs have been utilised for funding the capital expenditure, including recoupment of expenditure already incurred.

DISINVESTMENT BY THE PRESIDENT OF INDIA (PROMOTER)

The promoter of the Company, i.e., the President of India, was holding 491,21,49,459 equity shares, constituting 52.18% of the total equity share capital, as on April 1, 2019. As part of the Governments disinvestment programme, the President, acting through the MoP&NG, disinvested 6,40,16,281 shares during July 2019 in favour of CPSE ETF (an exchange traded fund comprising 11 stocks managed by Reliance Nippon Life Asset Management Company). Thereby, the holding of the President of India got reduced to 484,81,33,178 equity shares, constituting 51.50% of the paid-up equity share capital of the Company.

DIVIDEND

The Company paid an interim dividend of ^ 4.25 per share during 2019-20. This is the 53rd consecutive year for which the Company has paid dividend. So far, the Company has paid a cumulative dividend of ^ 63,920 crore. The Board of 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 annexed to the Directors Report at Annexure-I and is also hosted on the website of the Company, i.e., www.iocl.com

CONTRIBUTION TO EXCHEQUER

Over the years, the Company has been the largest contributor to the Government exchequer in the form of duties, taxes and dividend. During the year, Rs 1,82,067 crore

was paid to the exchequer as against Rs 1,93,422 crore paid in the previous year. An amount of ^ 96,104 crore was paid to the Central Exchequer and Rs 85,963 crore to the States Exchequer as against ^ 1,01,395 crore and ^ 92,027 crore paid in the previous year respectively.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 and the Accounting Standards issued by the Institute of Chartered Accountants of India, the Company has prepared the Consolidated Financial Statement for the group, including subsidiaries, joint venture entities and associates. The highlights of the Consolidated Financial 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) 81,336 5,76,589 88,305 6,17,251
Profit Before Tax (1,012) (7,177) 3,709 25,927
Profit After Tax (265) (1,876) 2,471 17,274
Less: Share of Minority (139) (983) (15) (103)
Profit for the Group (126) (893) 2,486 17,377

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 the Company achieved BS-VI fuels (MS & HSD) upgradation. During the year, the nine refineries of the Company achieved a throughput of 69.42 MMT equivalent to 100.32% of installed capacity.

The performance on parameters like capacity utilisation, distillate yield and energy performance was slightly lower as compared to the previous year due to shutdown 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&D Catalyst. Mathura Refinery upgraded to the BS-VI club in January 2020 along with Panipat, Gujarat, Haldia and Bongaigaon Refineries in February 2020. This was followed by the other remaining refineries going BS-VI, producing the upgraded fuel which was made available through the Companys retail outlets across the country w.e.f. March 16, 2020, ahead of April 1, 2020, the deadline stipulated by the Government of India.

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

Delivering greatest value across its spectrum of customers has been the motto of IndianOil. The Company was the first in the country to supply bunker fuel with new specifications mandated by the International Maritime Organisation from its Gujarat Refinery in September 2019, followed by Haldia Refinery in November 2019. The other major achievements 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 of NATO-grade HFHSD (High Flash HSD) for the Indian Navy from Paradip & Haldia refineries.

To support the national commitment of achieving climate change goals and a 10% reduction in the oil import bill by the year 2022, the Company has joined hands with Oil and Natural Gas Corporation Limited (ONGC) and Oil India Ltd. (OIL) for carbon capture, utilisation & storage projects. MoUs were signed with ONGC and OIL during the year which entails capturing carbon dioxide from refinery stacks at Gujarat & Digboi and 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 sanctioned by USTDA.

With long term energy demands in horizon, Barauni Refinery will also witness expansion from current installed capacity of 6 MMTPA to 9 MMTPA at an estimated project cost of ^ 14,000 crore, as a part of the companys capacity augmentation plans.

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

Pipelines

The robust logistics network of the Company is strengthened by its formidable network of pipelines transporting crude oil to its refineries and finished products to high-consumption centres across the length and breadth of the country. The extensive network was further expanded by 438 km during the year to span more than 14,670 km, 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 gas pipelines.

The Product pipelines recorded the highest ever throughput of 37.92 MMT as against 37.20 MMT achieved during the previous year, registering a growth of 1.9%. The gas pipelines also achieved the highest ever throughput of 2,400 MMSCM during the year, as against a throughput of 1834 MMSCM in 2018-19.

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

For the first time in India, the first batch of 10% ethanol - blended petrol was pumped through the Mathura - Tundla pipeline in April, 2019. Subsequently, the same 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 domestic petroleum product demand of India that leverages its behemoth customer base catered to by its ever expanding touchpoints. The Company achieved domestic sales of 78.54 MMT of petroleum products during the year, with footfall of 2 crore per day at retail outlets and delivery of 25 lacs LPG cylinders per day, as against 79.45 MMT in the previous year, registering a drop of 1.1% mainly due to the countrywide lockdown in March 2020 leading to a significant drop in overall sales.

The Company continued to meet the fuel requirements of the defence services and the railways during the year. In order to ensure uninterrupted availability of petroleum products in Leh & Ladakh during the winter season, when the region gets cut-off from the rest of the country, the Company successfully completed the Advance Winter Stocking exercise well before the closure of roads.

During the year, the countrys first Compressed Bio-Gas dispensing station was commissioned by the Company in Pune, followed by another station in Kolhapur. As a part of the Companys plan to foray into alternative energy segment, 54 battery charging / swapping stations were also set up in partnership with various companies.

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

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

targeted timeline. Out of the 8 crore PMUY connections, the Company has released 3.75 crore connections.

The Company also commissioned 524 new LPG distributorships, taking their total number to 12,450. The Company achieved the highest ever annual sale of 12.33 MMT of LPG during the year.

SERVO, the lubricant brand of the Company, continued to be the market leader in finished lubricants segment with sale of 407 Thousand Metric Tonnes (TMT) during the year. 110 SERVO grade approvals were obtained from Original Equipment Manufacturers (OEMs) like Tata Motors, Mahindra & Mahindra, KIA Motors, Nissan, Honda, etc., during the 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 its leadership position with a market share of 63.8% during the year. With the commissioning of four new Aviation Fuel Stations (AFS), the Company is now providing aircraft refuelling services at 119 airports in the country. The Company continued to be the reliable fuel supplier of Indian Air Force during the relief operations carried out during natural calamities.

The Cryogenics group of the company sold 33,000 units of cryo-cans and cryo-vessels during 2019-20, as against the previous years sale of 29,555 units, registering a growth of 13%. During the year, the Cryogenics group also fabricated 16 aviation refuellers.

Research & Development

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

The first ever overseas agreement to licence the flagship INDMAX technology of the R&D Centre was concluded during the year with the licencing partner - Lummus Technology Inc. of USA - signing the agreement with Serbias Naftna Industrija Srbije (NIS). INDMAX technology will be used in the FCC modernisation project of NISs refinery 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 its footprints.

AmyleMax, an in-house octane-boosting technology, was successfully validated at the Companys Gujarat Refinery. The entire process scheme & design, cost estimation, catalyst supply, preparation of BDEP and implementation at site were carried out in-house from concept to commercialisation in a record time of 11 months. This technology was adjudged as the best refinery process innovation by the Ministry of Petroleum and Natural Gas, Govt. of India.

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

During the year, 133 lubricant formulations were developed, of which 112 were commercialised. 66 approvals were also received from Original Equipment Manufacturers (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 lines over the years to complement its core business of refining and marketing of petroleum products. Considering the wide-ranging changes that impact the energy sector, constant efforts are on for diversification of business as well as upstream and downstream integration. The Company has made considerable progress in Petrochemicals, Natural Gas sourcing and marketing, Exploration & Production, Alternative Energy and Overseas Business, which are becoming key sources of innovation, strength and sustained growth.

Petrochemicals

The Companys offerings in petrochemical segment include Polymers, Linear Alkyl Benzene, Purified Terephthalic Acid, Glycols and Butadiene. The PROPEL brand of the Company is now a leading brand in the Indian petrochemicals market. During the year 2019-20, petrochemicals sales, including exports, was 2.29 MMT as against 2.64 MMT in the previous year. The fall in sales as compared to last year was due to planned turnarounds and unplanned outage of a few units. In addition, towards the end of the year, COVID-19 crisis also weighed in on the demand.

The Product Application Development Centre (PADC) at Panipat continues to be a major driver of competitive advantage for the Companys petrochemicals business. A new PADC has been made operational at Paradip for carrying out quality assurance testing of grades manufactured at Paradip as well as to extend technical support to downstream customers. During the year, the Company received approvals from 15 major Indian and international 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, which soon became well established in the market.

Natural Gas

The Re-gasified Liquefied Natural Gas (RLNG) is also gaining momentum as an important energy delivery pathway of the company. During the year, the Companys

natural gas sales (including internal consumption) grew by 19% to touch 5.42 MMT as against 4.56 MMT in 201819. This includes 0.45 MMT from the Ennore LNG import terminal commissioned in March 2019. The Company now has a customer base of over 60 R-LNG customers besides supplies to its own refineries at Mathura, Panipat and Koyali. A major scale-up was witnessed in sales through the Companys ‘LNG at the Doorstep segment, which 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 in the City Gas Distribution (CGD) business and now has a standalone presence in 17 Geographical Areas (GAs). In addition, the Company has 23 GAs in its fold through two joint venture companies, namely Green Gas Ltd. (with GAIL India Ltd.) & IndianOil Adani Gas Pvt. Ltd. (with Adani Gas Ltd.).

The Company is making major investments in building the natural gas infrastructure in the country and is in the process of developing three cross-country gas pipelines

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

The Company is also implementing a 1,656 km natural gas pipeline grid in 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 Affairs has in January 2020, approved viability gap funding of 60% of the estimated cost of ^ 9,265 crore for this project.

LNG imports by the Company rose by 22% during the year with direct import of 32 LNG cargoes, which included 27 spot cargoes, 2 cargoes from Cameron Project, USA, 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 through participating interests (PI), joint ventures and wholly-owned subsidiaries. Its upstream portfolio consists of 12 domestic and 12 overseas assets, which are in various stages - exploration, development and production. The major developments in the E&P business segment 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 Petroleum Mining License by the Govt. of Assam in Umatara Cluster (Assam), where the Company is the Lead Operator with 90% PI, commencement of Gas Sales from Coal-Bed Methane Block in Jharkhand, and award of three domestic exploration assets under the Open Acreage Licencing Policy (OALP) Round -I and Round -II.

Alternative Energy

A hallmark of its clean energy agenda, the Company exhibits an installed capacity of 226 MW of renewable energy, including 168 MW wind-power capacity and 58 MW solar energy capacity as on March 31, 2020, with addition of 10 MW solar photo-voltaic capacity during the year. These projects generated 393 million units of power (equivalent to about 5% of the Companys electricity consumption) during 2019-20, resulting in emission mitigation of 322 thousand metric tonnes of carbon-dioxide equivalent.

The Company took a significant step in promoting use of bio-fuels in the 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 being sold through one retail outlet each in Pune and Kolhapur in Maharashtra from September 2019, 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 0.6 MMTPA of CBG under the SATAT scheme.

The Company is putting up a second - generation Ethanol plant at Panipat to produce 100 kl per day of Bio-Ethanol with paddy straw as feedstock. In addition, a Bio-fuels Complex is being developed at Gorakhpur comprising a CBG plant that will process 200 tonnes per day of feedstock. The Company is also working on converting used cooking oil (UCO) to bio-diesel, against which LOIs have been issued to interested entrepreneurs for setting

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

In the field of electric mobility, the Company has signed MoUs with potential partners for setting up charging and battery swapping stations. As on March 31, 2020, 54 battery charging / swapping stations have been installed at its various retail outlets. The Company has also taken a minority stake in Phinergy Ltd. of Israel with the intention of setting up Aluminium-Air battery manufacturing facility in India for electric vehicles and stationary applications, through the joint venture route.

Sustainable Development

Sustainable development is one of the thrust areas of the Company to address 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 efficiency, renewable energy & carbon sequestration; water management through reducing consumption, recycling & rain-water harvesting; and waste management through reducing, reusing & recycling initiatives.

The Company is replacing all conventional lighting with LED lights across its installations, and during the year around 1.5 lakh LED lights were installed with a cumulative replacement count of more than 6 lakh LED lights. Waste paper recycling is a major initiative of the Company and during the year, 203 tonnes of waste paper was recycled through designated recyclers. Across the Company, 683 rain-water harvesting systems have been installed, which together harvested 3.75 billion litres of water in 201920. Besides, 1.96 lakh saplings were planted at various

locations across the country.

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

The Companys performance on various sustainability parameters is reported in the Annual Sustainability Report, which is being published regularly since 2005-06.

Overseas Business

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

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

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

Explosives

The Explosives group manufactured and sold 205 TMT of explosives during the year, recording a growth of 12% over the previous years volume of 183 TMT.

INTERNATIONAL TRADE

In order to meet the crude oil requirement of its refineries, the Company imported 59.75 MMT of crude oil during the year, as against 61.69 MMT in the previous year. The selection of crude oil is done from a diversified mix of supply sources. The import of petroleum products during the year was 8.57 MMT as against 7.00 MMT in the previous year. The Company has made alternative arrangements for sourcing of crude oil, including term contracts for US- origin crudes, to maintain uninterrupted operations at its refineries and to overcome the crude oil supply concerns due to disruptions in crude oil - producing countries. The Company entered into a term contract with Rosneft Oil Company, 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-facing ePIC portal was launched. All service requests and grievance resolution activities across various

lines of business were brought on to the platform, resulting in significant improvement in single-day resolution of service requests. The Secondary Dealer Management System / Customer Relationship Management initiative has now been rolled out to 10,800+ LPG Distributors with new channels of refill bookings through WhatsApp and PayTM, digital payment channels i.e. credit / debit cards, wallets, quick-pay links and redemption of XtraRewards loyalty programme with PayTM mobile app.

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

In continuation of the Companys commitment towards security of customer data in electronic format, a comprehensive Data Privacy Policy was released. A premier cyber-security agency of GoI, C-DAC, was engaged to assess and help strengthen the security 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 to arrive at optimum distribution from refineries to retail outlets. In addition, a Parallel Solve Automation programme was developed and implemented, which enables evaluation of around 2,000 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 completed for one crude oil pipeline and four product pipelines, and is being rolled out at all the remaining pipelines shortly.

HEALTH, SAFETY & ENVIRONMENT (HSE)

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

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

The HSE activities of the Company are reviewed periodically during Board meetings. During the year, safety audits were carried out at various offices and locations, and various training programmes were conducted on safety- related topics covering the entire spectrum of activities of the Company. The HSE group also conducts road safety campaigns, which also includes free eye check-up of truck drivers and distribution of free spectacles and eye surgeries, wherever required.

HUMAN RESOURCES

The Company has a strong and dedicated workforce of 32,998, consisting of 17,977 executives and 15,021 nonexecutives as on March 31, 2020, including 2,871 women employees comprising 8.70% of the total workforce. During the year, the Company recruited 898 executives (including 7 under sports category) adding agility to the team behind the Companys all-round growth. In order to further the cause of apprenticeship training in the country, the Company engaged apprentices under various categories like Trade / Technician / Fresher / Skill-certificate holder. The apprentices were imparted practical inputs with a structured monitoring and assessment methodology.

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

The provisions of 4% reservation for Persons with Disabilities in line with guidelines / instructions issued by the Government of India are implemented by the Company. Necessary concessions / relaxations in accordance with the rules in this regard are extended to physically challenged persons in recruitment. The number of employees with disabilities as on March 31, 2020 was 706, constituting 2.14% of the total employee strength.

The Company continued to maintain cordial industrial relations during the year. The Company provides comprehensive welfare facilities to its employees to take care of their health, efficiency, economic betterment, etc., and to enable them to give their best at the workplace. The Company supports participative culture in the management of the enterprise and has adopted a consultative approach with the collectives, establishing a harmonious relationship for industrial peace, thereby leading to higher productivity.

The inherent belief of the Company is that holistic and meaningful employee engagement and their right development will catalyse the emergence of the highest potential of employees. With focus on aligning various HR initiatives with Strategic Corporate Vision, many new initiatives were taken during the year, aimed at both employee engagement and making our people ‘future ready. The Company endeavours to build happy teams of internal customers across the organisation based on empathy and emotional ownership and is continuously calibrating its HR strategy on the cornerstones of its core corporate values of Care, Innovation, Passion and Trust.

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

in-house subject matter experts. More than 600 modules covering about 70 functions were made available on the platform and more content is being added on continuous basis. In all, the employees have completed over 6 Lakh modules.

Hindi Implementation

The Company is committed to implementation of Hindi in day-to-day functioning at its various offices / locations / units. The provisions of Official Language Act, 1963 and Rules notified thereunder are complied with. Communications received in Hindi and any application, appeal or representation written or signed by an employee 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 of official language policies.

RIGHT TO INFORMATION ACT

An elaborate mechanism has been set up throughout the Company to deal with matters relating to The Right to Information Act 2005. As required under the RTI Act, detailed information is hosted and regularly updated on the official website of the Company, 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 DoPT, Govt. of India, and all the applications / appeals received through the portal are disposed off through the portal only. The Quarterly Reports / Annual Reports are submitted, within the prescribed timeline, on the website of Central Information Commission, i.e., www.cic.gov.in

A total of 6,614 requests and 757 first appeals were received during the year and were disposed off within the prescribed timelines. In addition, 88 second appeals were filed before the Central Information Commission, New Delhi, and all were disposed off without any penalty / disciplinary action by the Honble 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 the Company with the clear objective of providing protection to women against sexual harassment at the workplace and redressal of complaints of sexual harassment. Internal committees have been set up at each and every Unit / Region / Head Office level, headed by senior-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 disposed of. As on March 31, 2020, six complaints were pending.

Regular workshops are being organised, especially for women employees, with the objective to bring awareness

about their rights and facilities at workplace and emphasizing the provisions of the Act. During the year, 45 workshops / awareness programmes were conducted. Gender sensitisation programmes, sensitising the male employees, are also being conducted regularly.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has been actively engaged in various CSR activities over the years, encompassing the entire gamut of social welfare / upliftment activities across the nation. The Company lays significant emphasis on development of communities around which it operates and has identified thrust areas under CSR, which inter- alia include healthcare and sanitation, education and employment-enhancing vocational skills, empowerment of women and socially / economically backward groups, etc. During the year, the Company spent the entire budget of ^ 543.38 crore on various CSR activities. A report on the Companys CSR activities as per the provisions of the Companies Act alongwith CSR highlights for the year is annexed at Annexure - III to the report. The composition of the CSR Committee is provided in the Corporate Governance Report. The CSR policy of the Company can be accessed at the website of the Company on the link https://iocl.com/aboutus/Ioc_S&CSR_policy.pdf

VIGILANCE

The objective of the vigilance function is to ensure maintenance of the highest level of integrity throughout the Company. The Vigilance department not only acts as a link between the organisation and Chief Vigilance Commissioner but also advises the organisation in all matters pertaining to Vigilance. The Vigilance department takes preventive, punitive and participative measures, with emphasis on the preventive and participative aspects, and also helps in establishing effective internal control systems and procedures for minimising systemic failures. During the year, 81 vigilance awareness programmes

were conducted, which were attended by about 2,500 employees.

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

PUBLIC DEPOSIT SCHEME

The Public Deposit Scheme of the Company was closed with effect from August 31, 2009. The Company has not invited any deposits from the public during the year and no deposits are outstanding as on March 31, 2020 except the old cases amounting to ^ 55,000/-, which remain unpaid due to unsettled legal / court cases.

CORPORATE GOVERNANCE

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

MANAGEMENTS DISCUSSION & ANALYSIS REPORT

The Managements Discussion & Analysis (MDA) Report, as required under Corporate Governance guidelines, has also been incorporated as a separate section forming a part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

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

AUDIT COMMITTEE

The Audit Committee of the Company comprises three members, all of whom are Independent Directors. The recommendations made by the Audit Committee during the year were accepted by the Board. The other details of the Audit Committee, like its composition, terms of reference, meetings held, etc., are provided in the Corporate Governance Report.

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

CODE OFCONDUCT

The Board of the Company has enunciated a Code of Conduct for the Directors and Senior Management Personnel, which has been circulated to all concerned and has also been hosted on the Companys website. The Directors and Senior Management Personnel have affirmed compliance with the code of conduct for the financial year 2019-20.

RISK MANAGEMENT

The Company considers risk management as a key element of its business operations and has put in place effective systems to identify, analyse, monitor and mitigate risks to ensure the organisations sustained growth and profitability. The Companys Enterprise Risk Management involves risk identification, assessment and categorisation (based on risk appetite) and is reviewed regularly by risk- owners to optimise risks with appropriate mitigation plan.

A Risk Management Compliance Board comprising senior management personnel and headed by Chief Risk Officer reviews the various risks associated with the Companys business. The Company has constituted a Risk Management Committee comprising whole-time Directors that oversees risk management activities. A report is, thereafter, put up to the Audit Committee and the Board.

INTERNAL FINANCIAL CONTROLS

The Company has put in place adequate internal financial controls for ensuring efficient conduct of its business in adherence with laid-down policies; safeguarding of its assets; prevention and detection of frauds and errors; accuracy and completeness of the accounting records; and timely preparation of reliable financial information, which is commensurate with the operations of the Company. The Company also has a separate Internal Audit department headed by a Chief General Manager, who directly reports to the Chairman. The Internal Audit department has a mix of officials from finance and technical functions, who carry out extensive audit throughout the year. The statutory auditors are also required to issue the Independent Auditors Report on the Internal Financial Controls over financial reporting of the Company under Clause (i) of SubSection 3 of Section 143 of the Companies Act 2013. The report issued thereupon has been attached along with the Standalone and Consolidated Financial Statements respectively. During the year, Internal Financial Control (IFC) processes were reviewed and majorly revamped where Risk Control Matrix (RCM) for all the major areas are reviewed with respect to changes due to business process enhancement, regulatory developments, centralisations, etc.

REMUNERATION TO THE AUDITORS

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

COST AUDIT REPORT

The Company maintains cost records as required under the provisions of the Companies Act. The Company had appointed Cost Auditors for conducting the audit of the cost records maintained by its refineries, lube blending plants and other units for the year 2019-20. A remuneration of ^ 20.20 lakh and applicable taxes was fixed by the Board for payment to the cost auditors for the year 2019-20, which was ratified by the shareholders in the last AGM. The cost audit for the year 2018-19 was carried out for various units of the Company and the cost audit report was filed by the Central Cost Auditor with the Central Government in the prescribed form within the stipulated time period. 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 the Company has complied with the applicable provisions of the corporate laws, guidelines, rules, etc., which are within the purview of the Company. The report, duly certified by the Secretarial Auditor, M/s. Ragini Chokshi & Co., Practising Company Secretaries, is attached at Annexure -IV to this report.

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

REPORTING OF FRAUDS BY AUDITORS

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

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

In line with the Public Procurement Policy of the Government of India, as amended, the Company is required to procure minimum 25% of the total procurement of Goods and Services from MSEs, out of which 4% is earmarked for procurement from MSEs owned by 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 certain proprietary 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 to non-availability of vendors in the sub-category; however, the overall target was achieved by procurement from other micro and small enterprises in line with the policy.

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

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

During the year, a new Joint Venture Company, viz., IHB Private Limited, between the Company, Bharat Petroleum Corporation Limited and Hindustan Petroleum Corporation Limited was incorporated in July, 2019 for the purpose of laying, building, operating or expanding an LPG pipeline from Kandla (Gujarat) to Gorakhpur (UP). The equity holding of the Company in the JV is 50% while the remaining 50% is held by other partners equally.

As required under the provisions of the Companies Act, 2013, a statement on the performance and financial position of each of the subsidiaries, joint venture companies and associates is provided as an annexure to the Consolidated Financial Statement. The financial statements of the subsidiaries have also been hosted on the website of the Company, i.e., www.iocl.com under ‘Financial Performance section.

In accordance with the provisions of the SEBI guidelines, the Company has framed a policy for determining material subsidiaries, which can be accessed on the Companys 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 & SEBI guidelines, a policy on material RPTs has been framed, which can be accessed on the link https://www.iocl.com/ InvestorCenter/Policy_on_related_party_transactions.pdf The Company has undertaken transactions with related parties during the year in the ordinary course of business. In line with the RPT Policy, approval of the Audit Committee & Board, as the case may be, was obtained for such RPTs. As per the threshold mentioned in the policy, there was no material RPT during the year. The disclosures related to RPTs in accordance with applicable accounting standards are provided at Note-37 of the Standalone Financial Statement.

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The Company recognises energy conservation as one of the most important parameter amongst various operating parameters and accords high importance to the same at all its refineries and operating units. The performance of units is monitored on a continuous basis and efforts are made

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

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

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

PARTICULARS OF EMPLOYEES

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

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The following changes occurred in the Board / Key Managerial Personnel of 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 Nominee Director w.e.f. March 25, 2020.

Cessations

6. Shri B.V. Ramagopal ceased to be Director (Refineries) w.e.f. August 1, 2019 consequent upon his superannuation.

7. Shri Ashutosh Jindal, Government Nominee Director, ceased to be Director 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 appointed on 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, 2020 consequent 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 be re-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 the Independent Directors confirming that they meet the criteria prescribed for Independent Directors under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR)). The Independent Directors have also confirmed that they have registered with the Database maintained by the Institute 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 are appointed by following a process as per laid down guidelines. In the opinion of the Board, the Independent Directors have the requisite expertise and experience. As regards the proficiency is concerned, some of the Independent Directors have already cleared the online proficiency selfassessment test as prescribed by the Institute of Corporate Affairs while the other Independent Directors are in the process of completing the test.

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

BOARD MEETINGS

During the year, 11 meetings of the Board of Directors were held. The details of the meetings attended by each Director are provided in the Corporate Governance Report and hence not repeated 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 entity to include a statement indicating the manner of formal evaluation of performance of the Board, its Committees and of individual Directors. However, the said provisions are exempt for Government Companies as the performance evaluation of the Directors is carried out by the Administrative Ministry, i.e., Ministry of Petroleum and Natural Gas (MoP&NG), as per laid-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 on Directors appointment and remuneration including criteria for determining qualifications, positive 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 tribunals, during the year that impact the going concern status of the Company and its operations in the future. The response to the notice issued by the National Green Tribunal and Haryana State Pollution Control Board last year, with regard to air and water pollution caused by the PTA Unit of Panipat Refinery was provided by the Company. However, as directed by NGT, an amount of ^ 17.31 crore was deposited ‘under protest with CPCB as interim compensation for restoration of the environment. Since then the plant operations recommenced. The NGT, while considering the report of the Joint Committee formed 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 by the Joint Committee be expedited within next 6 months. Further hearing as well as the final order in the matter is awaited.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company has framed a whistle-blower policy wherein the employees are free to report any improper activity resulting in violation of laws, rules, regulations or code of conduct by any of the employees to the Competent Authority or Chairman of the Audit Committee, as the case may be. Any complaint received is reviewed by the Competent Authority or Chairman of the Audit Committee as the case may be. No employee has been denied access to the Audit Committee. The policy on Vigil Mechanism / Whistle-Blower can be accessed on the Companys website at the link https://www.iocl.com/InvestorCenter/ Whistle_Blower_policy.pdf

DETAILS OF LOANS / INVESTMENTS / GUARANTEES

The Company has provided loans / guarantees to its subsidiaries, joint ventures & 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, 2020 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 Annual Return for the financial year ended March 31, 2020 in the prescribed form 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 issued by the Institute of Company Secretaries of India (ICSI).

CREDIT RATING OF SECURITIES

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

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

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

MATERIAL CHANGES AFFECTING THE COMPANY

The pandemic COVID-19 and the consequent lockdown in the country since end of March 2020 had impacted the operations as well as sales of the Company. However, the relaxations in the lockdown conditions had resulted in gradual improvement in sales of petroleum products as well as operations, which is expected to improve further during the financial year 2020-21.

DIRECTORS RESPONSIBILITY STATEMENT

a. Pursuant to the requirement under clause (c) of subsection (3) of Sec.134 of the Companies Act, 2013 with respect to the Directors Responsibility Statement, it is hereby confirmed that:

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

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

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

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

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

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

ACKNOWLEDGEMENTS

The Board of Directors would like to express its appreciation for the dedicated and sincere efforts of the employees of the IndianOil family, the contract labour, channel partners for their untiring efforts to maintain the supplies of petroleum products during the lockdown caused by Covid-19 pandemic, as well as for the performance achieved during the year 2019-20. The Board would also like to thank the Government of India, particularly the Ministry of Petroleum & Natural Gas, as well as the various State Governments, regulatory and statutory authorities for their valuable guidance and support from time to time. The Board is also thankful to all its stakeholders, including bankers, investors, members, customers, consultants, technology licensors, contractors, vendors, etc., for their continued support and confidence reposed in the Company. The Board would like to place on record its appreciation for the valuable guidance and significant contribution made by S/Shri Sanjiv Singh, B. V. Ramagopal, Ashutosh Jindal, Parindu 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