As on: Jun 10, 2023 02:47 AM
Dear Shareholders,
It gives me immense pleasure to present the 63rd Annual Report and the Fifth Integrated Annual Report of the Company for the financial year ended March 31, 2022, along with the Audited Standalone and Consolidated Financial Statements and Auditor's Report thereon on behalf of the Board of Directors of the Company.
The year 2021-22 was remarkable for IndianOil both in terms of challenges and opportunities. The uncertainties on crude prices coupled with wide demand fluctuations further reiterated the fact that agility and innovations are the keys to survival and sustenance in today's complex business environment. IndianOil navigated through the Covid-19 pandemic induced plummeting product demand with innovative strategies, launch of new products and by optimising its functions across the value chain from crude procurement to product positioning.
Through the course of this tumultuous journey, IndianOil remained committed to ensuring uninterrupted supply of fuel. Every lOCian and members of the extended IndianOil family reinforced service excellence and ensured that there was no panic over fuel availability across the country. Going beyond the call of duty, the Company worked on supply of the lifesaving liquid medical oxygen with the best possible logistic solutions leveraging our expansive supply chain.
Performance Review
Financial
The Company reported the highest Revenue from Operation by any Indian company at Standalone as well as Consolidated Financial Statement level for the financial year 2021-22 which is also its highest ever achievement. The Company also registered its highest ever net profit.
The summarised standalone performance and appropriations for 2021-22 are given below:
The macro-economic, geo-political, financial, industry-specific information and markets in which the Company operates are provided in the Management Discussion and Analysis section, which forms a part of this Integrated Annual Report.
Issue of Securities / Changes In Share Capital
There was no change in the equity share capital of the Company during the year. However, in July 2022, your Company issued bonus equity shares in the ratio of 1:2, i.e., one bonus equity share for every two equity shares held.
Further, the Company also issued Unsecured, Rated, Listed, Taxable, Redeemable, Non-Convertible Debentures (NCDs) aggregating to Rs 1,500 crore on private placement basis, during the year, which were listed on the Debt Segment of the NSE and BSE. The funds were utilised for the purpose for which they were raised and there were no deviations or variations in the utilisation.
Dividend
The Board of the Company has formulated a Dividend Distribution Policy and the dividends declared / recommended during the year were in accordance with the said policy. The policy is hosted on the website of the Company at: https://www.iocl.com/ download/Dividend-Disribution-Policy, pdf
During the year, the Company paid a first interim dividend of Rs 5.00 per share and a second interim dividend of Rs 4.00 per share on the pre-bonus equity capital. In addition, the Board of the Company has recommended a final dividend of Rs 3.60 per share (pre-bonus equity capital) for the year, thereby taking the total dividend for the year to Rs 12.60 per share (prebonus equity capital) with a total pay-out of Rs 11,568.10 crore equivalent to 47.83% of the PAT.
This is the 55th consecutive year of dividend declaration by the Company with cumulative pay-out ofRs 86,505 crore (including the proposed final dividend for the year 2021-22).
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 2,64,436 crore was paid to the exchequer as against Rs 2,38,786 crore paid in the previous year, an increase of 11% over the previous year. An amount of Rs 1,57,181 crore was paid to the Central Exchequer and Rs 1,07,255 crore to the States Exchequer compared to Rs 1,53,827 crore and Rs 84,959 crore paid in the previous year, respectively.
Consolidated Financial Performance
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 under:
Note: Exchange Rate used
For 2021-22: Average Rate 1 US$ = Rs 74.51
For 2020-21: Average Rate 1 US$ = Rs 74.22
Operational Performance
The operational performance of the Company during the year was as under:
Refineries
The demand destruction during Covid-19 was a global phenomenon and India was not an exception to it. Postremoval of Covid-19 restrictions, the demand for all petroleum products started peaking, which resulted in refineries operating at 107.6% of the installed capacity in February 2022 and 111.6% in March 2022, with overall capacity utilisation of 96.6% during the year.
Capacity Utilisation (%)
The refineries achieved a total throughput of 67.67 MMT during the year as against 62.35 MMT in 2020-21. In addition, Chennai Petroleum Corporation Limited, a subsidiary of IndianOil, achieved a throughput of 9.04 MMT during the year, thereby taking crude throughput of IndianOil group refineries to 76.71 MMT during 2021-22.
Throughput (in MMT)
The Distillate Yield of refineries during the year was 79.2% as compared to 79.4% during the previous year. The Fuel & Loss improved to 9.5% during the year from 9.8% during 2020-21. On the Energy Conservation front, the refineries recorded MBN of 73.9 and Energy Intensity Index (Ell) of 104.1. The refineries achieved 96.8% Operational Availability. Mathura Refinery achieved best ever MBN of 62.2 for 2021-22.
Distilled Yield (%)
The Petrochemical units posted encouraging numbers, with Naphtha throughput touching 3.0 MMT as compared to 2.67 MMT during the previous year. The overall polymer production (Polyethylene + Polypropylene) clocked 1.76 MMT, while overcoming high stocks (due to low dispatches) and low feed availability from reduced refinery operations. Your Company achieved the highest ever Polypropylene production of 1.138 MMT during the year against previous best of 0.93 MMT.
Naptha Throughput (in MMT)
Amidst the uncertainties, the refineries exhibited stellar resilience. The consistent thrive for excellence in quality management got another boost with the commissioning of fuel quality upgradation projects like Naphtha Hydrotreater Unit at Bongaigaon Refinery, Gasoline Hydro Desulfurization Unit at Gujarat Refinery and Naphtha Hydro Treater - ISOM unit at Guwahati Refinery during the year. For reduction of Nitrogen Oxide (NOx) emissions from diesel vehicles, Diesel Exhaust Fluid (DEF) plants were commissioned in Gujarat, Barauni, Panipat & Guwahati.
Bongaigaon Refinery became the 1st Refinery in North East region to supply Ethanol Blended Motor Spirit (EBMS) in August 2021 followed by Gujarat and Guwahati Refineries. EBMS is also being produced at Mathura, Panipat and Barauni Refineries since 2019-20. Panipat Refinery successfully developed BS-VI compliant Diesel with High Pour Point (DHPP), which does not lose its fluidity, for military usage in extreme cold conditions of Leh and Ladakh.
Seven new crude oil grades were included in the crude oil basket of the Company increasing its size to 210 crudes. Apart from increasing the share of North and South American crude oil grades to ~9 % in 2021-22, the percentage of total imported heavy High Sulphur crude also increased from 15.7% to 21.5% during the year, thereby increasing the flexibility in operations.
Your Company also commenced Grid power import under open access at Bongaigaon Refinery from June 2021. Parallel operation of Captive Power Plant with the 220kV grid has also been commenced at Gujarat Refinery for enhanced reliability and development of infrastructure for bulk power import at Barauni, Mathura, Panipat, Paradip is in progress.
In line with the National Vision of Energy Security and the Paris Agreement, your Company has completed the Feasibility study for one of its refineries for emission mitigation for combating climate change and involving the injection of carbon dioxide into oil reservoirs for enhanced oil recovery (EOR). It is also putting up Carbon Capture, Utilisation and Storage (CCUS) for production of food grade C02 for Food and Beverage Industry from the vent streams at two of its refineries.
Pipelines
As an integrator of the business ecosystem of the Company, the Pipelines Division continued its pursuit of excellence during the year. As on March 31, 2022, the length of the pipeline network was 15,113 km with a capacity of 96.06 MMTPA (crude & product pipelines) and 27.82 MMSCMD (gas pipelines).
During theyear, the liquid as well as gas pipelines demonstrated better performance compared to the previous year. The crude oil pipelines, operating at 100% capacity, achieved a throughput of 48.53 MMT; the product pipelines, operating at 73% capacity, achieved a throughput of 34.72 MMT and gas pipelines, operating at 37% capacity, achieved the highest ever throughput of 2985 MMSCM. By adopting technologically driven initiatives, the specific energy consumption in pipeline operations reduced from 13.31 to 12.74 KCAL/(MT*KM).
Crude Pipeline Throughput (in MMT)
Significant initiatives [ike transportation of Ethanol Blended Motor Spirit (E10) in cross-country Pipelines, handling dual grade LPG in cross-country pipeline, etc. were implemented during the year which not only resulted in improvement of pipeline performance but also savings in logistic cost. 'Make- in-lndia' initiative received a fillip with indigenously developed Drag Reducing Additive (DRA), namely "XTRAFLO", in the pipelines to improve the movement of products as well as to reduce the energy consumption.
During theyear, 106 km long Dahej - Koyali refinery R-LNG pipeline was commissioned and the Chennai - Trichy - Madurai product pipeline was augmented from existing 2.3 MMTPA to 3.9 MMTPA.
Marketing
Your Company steered past all the challenges arising due to the onslaught of Covid-19 pandemic and maintained its leadership position in the industry with an overall market share of 40.8%. Sales volume of Petroleum Products was 73.74 MMT during the year as against 69.35 MMT in the previous year.
Sale of Petroleum Products (MMT)
During the year, your Company commissioned 2521 retail outlets, 435 CNG stations and eight CBG stations, consistently building a formidable network infrastructure totalling to 34559 retail outlets, 1488 CNG stations and 26 CBG stations, spreading its reach further for the benefit of customers and business at large. The growing infrastructure and services are consistently ensuring unhindered supply of not only essential products but also value-added and branded ones for a complete transactional experience.
Retail Outlet + Kisan Seva Kendra Commisionings
Your Company also developed 129 SWAGAT brand of niche and unique retail outlets for its highway customers for a complete service experience of quality fuel, food, rest, and other basic specific requirements, offering a perfect opportunity to rest, recharge and refresh.
The LPG business, continued its commitment towards distribution of 'fuel of the masses', surpassing the previous year performance with an outstanding highest ever sale of 13.66 MMT during the year and registered a growth of 2%. As a preparation to meet the growing LPG demand, your company commissioned greenfield LPG plants at Agartala, Korba, Jabalpur and Gwalior during the year taking the tally of total LPG locations to 101.
To further strengthen the customer reach, 106 LPG distributorships were commissioned during the year, taking the total number to 12813. Your Company's unique and path breaking initiative of new age composite cylinders launched last year, was bolstered by supply of more than 30,000 composite cylinders in 152 markets.
Your Company's focus towards customer-care got accentuated by way of 10 new customer centric initiatives during the year including release of new connections through missed call as well as over the counter. The initiative of "new connection through Missed call" was a step forward in the digital world as it removes the need to visit a distributor and prospective customers can get a new LPG connection by just a missed call. Doorstep Double Bottle Connection (DBC) was started wherein a customer can take a double bottle connection with the choice of either 5 kg or 14.2 kg cylinder delivered by their delivery personnel. Your Company also commenced Indane Tatkal Seva - a two-hour refill delivery with a nominal tatkal charge.
Indane XTRATEJ, the differentiated LPG with nano-additives for enhanced performance, achieved a sale of 112.6 TMT during the year. The sale of 5-kg cylinder "Chhotu" registered a phenomenal growth of over 30% during the year. The Company continued to play its pivotal role in the implementation of Ujjwala 2.0 Scheme by releasing 50 lakh connections during the year, well ahead of timelines set by MoP&NG.
In the aviation business, the Company strongly maintained its sky-high leadership position during the year with a formidable market share of 62.5%. To further strengthen its reach and leadership position, your Company commissioned nine new aviation fuel stations (AFSs) during the year, at Tezu, Ratnagiri, Sindhudurg, Jabalpur, Hosur, Keshod, Gwalior, Rajahmundry and Campbell Bay, building its network to 126 AFSs across the vast geographical spread of our country.
The Company continued to drive its business initiatives by signing long term tie-up with major customers both in Government and private sectors like Indian Railways, Defence Forces, Tata Group, Aditya Birla Group and many more. IndianOil TOTAL Pvt. Ltd., a JV of IndianOil, commenced marketing of value-added bituminous products from its plants at Jodhpur, Chennai and Kolkata, giving your Company sizable competitive advantage with the expansion of its product basket.
The grassroot POL Terminals at Motihari in Bihar and Asanur in Tamil Nadu were mechanically completed, thus augmenting the Company's infrastructure. The terminal at Motihari has state-of-the-art fully automated facilities with a storage capacity of 70,000 KL and dispatch support of 12 bay TLF Shed. The terminal at Asanur has storage capacity of 80,870 KL and despatch support of eight bay TLF Shed. Besides, grassroot rail-fed depots at Guntakal and Moinarband were also commissioned. Guntakal Depot with an area of 83 acres has a tankage of 51,000 KL, while Moinarband Depot spread over 55 acres has a tankage of 29,990 KL.
In keeping with the nation's thrust on eco-friendly fuels, 9.18% of Ethanol blending with Motor Spirit was done during the Ethanol Sugar Year (November 2020 - October 2021). This was against 6.87% in the previous year.
Your Company with its unstinted commitment towards enhancing customer experience at its retails outlets, implemented some innovative Integrated Transaction Processing Server (ITPS) solutions during the year. Integration of cashless transactions with actual delivery of product; acceptance of payment through FASTag; integration of urban loyalty program XTRAREWARDS with PayTM, PhonePE and Google Pay; cashless mode 'Queue Buster' for 2-wheeler customers; etc.
Looking ahead, IndianOil tied-up with various companies viz. NTPC, PGCIL, REIL, Fortum, Tata Power, Ola, Hyundai, Tech Mahindra, BHEL, Sun Mobility and set up charging facilities at 2145 retail outlets & battery swapping facilities at 34 ROs, as on 31.03.2022, thus, taking the foundation steps to build your Company's strength in this future landscape of alternate fuels.
SERVO, India's most preferred and trusted lubricant brand, marked its 50th year in January 2022. Despite the fallout of Covid-19 pandemic, SERVO registered its highest ever sales volume of 637 TMT during the year with phenomenal growth
Your Company launched some very innovative products like SERVO Greenmile (premium petrol engine oil) and SERVO Raftaar (premium diesel engine oil), which have the potential to reduce carbon footprint by 10%; SERVO Defrost, first Indian product to offer defrosting solution for vehicle operating in temperatures up to 14?C; XTRAGUARD, a nano-technology based surface disinfectant spray; during the year. SERVO brand also expanded into the wind lubricant business with supply of SERVOmesh Windmill Turbine Oil.
During the year, approval for 41 SERVO grades was obtained from Original Equipment Manufacturers (OEMs) like TATA Motors, Ashok Leyland, Cummins, Skoda Volkswagen, MG Motors, Mahindra & Mahindra, Hyundai, Fiat, Munjal Showa, Hero MotoCorp, etc. SERVO expanded its footprint to Thailand, Burundi-East Africa and Philippines; and is now available in 35 countries worldwide.
The cryogenics group of the Company maintained its leadership position and sold over 31,000 units of cryo-cans and 51 Cryogenic vessels during the year. Aiming to become a major player in LNG business, the group also initiated setting up 14 Nos of LNG retail outlets on the highways. The group also manufactured 41 aviation refuellers, 22 aviation containerised tanks with module and 2 Hydrant Dispensers.
Research and Development
IndianOil's R&D Centre plays a key role in the efforts towards 'AtmanirbharBharat' by developing cost effective, environment friendly & socially responsible technology solutions. Cutting edge research is carried out in core areas like fuels & lubricants, refining technologies & catalysts, petrochemical & polymers. The R&D efforts in sunrise areas like Nano, Solar, Bioenergy, Hydrogen and Fuel Cell provide the much-needed future direction.
During the year, R&D crossed another milestone of 1500 patent filings. With a portfolio of 1519 patents filing and 1410 effective patents as of March 31, 2022, the R&D Centre has doubled its granted patent portfolio in last 5 years. Despite challenges on account of Covid, the R&D Centre could file 225 patents, the highest in its history, and 155 patents were granted during the year.
Moving towards self-reliance in fuel upgradation technologies, Performance Guarantee Test Run (PGTR) of 1.2 MMTPA grass- root indeDiesel? unit at Haldia Refinery for BS-VI Diesel & 35 kTA grass-root INDAdeptG unit at Guwahati Refinery for BS VI production were successfully completed meeting all the specified guaranteed parameters. The 3rd INDMAX unit was successfully commissioned at Bongaigaon Refinery and the INDMAX technology was also licensed to Numaligarh Refinery Limited, which has established IndianOil's position as a technology provider. A 235 kTA grass-root indDSN? unit using in-house developed hydrotreating catalyst INDICATFlexi was successfully commissioned at Bongaigaon refinery. 377 MT of in-house developed INDICATPrime DHDT catalyst was manufactured and supplied for DHDT unit of Gujarat Refinery. R&D Centre has also crossed the milestone of 10000 MT of catalyst sale based on in-house developed recipes.
As a transient solution towards hydrogen economy, a HCNG demonstration project was undertaken by IndianOil R&D in Delhi jointly with Indraprastha Gas Limited on 50 BS IV compliant CNG buses using HCNG fuel produced from four TPD compact reformer plant based on in-house developed technology. The results of the trial, which are found to be quite promising and in-line with claims, have been submitted to MoP&NG.
The R&D Centre also spearheads IndianOil's Start-Up scheme which has seen incubation of 24 start-ups in two rounds of funding. IndianOil is closely involved in mentoring the startups through handholding by internal Process Owners till achievement of Proof-of-Concept. To continue the momentum of encouraging Start-ups, the 3rd round was also launched during the year. A milestone of 50 IPs (Patents, Trademarks, Copyrights) was achieved during 2021-22 for StartUp Scheme.
Business Development
Over the last few years IndianOil has assiduously created new business verticals like petrochemicals, natural gas marketing, alternative energy, exploration & production etc. with an objective to achieve integration with the core verticals as well as to take on the challenges emerging due to the ongoing energy transition. The performance of various business verticals during the year was as under:-
Petrochemicals
Your Company is the second largest petrochemicals player in the country offering polymers, Linear Alkyl Benzene (LAB), Purified Terephthalic Acid (PTA), Glycols and Butadiene. The brand, PROPEL, is a leading brand in the Indian petrochemicals market.
In total, the Company's portfolio now consists of 49 GAs of which 26 are standalone and 23 are through Joint Venture Companies, i.e, 19 through IndianOil Adani Gas Private Limited and four through Green Gas Limited. All the 23 GAs are operational and work continues for expansion of CGD network. Out of the Company's 26 standalone GAs, eight GAs have been commissioned and commissioning of balance GAs is progressively planned.
Exploration & Production (E&P)
The Company continues to explore opportunities in the E&P sphere through Participating Interests (PI), joint ventures and wholly owned subsidiaries. The upstream portfolio consists of nine domestic & 11 overseas assets, of which eight assets are producing (one domestic, seven overseas). Apart from the producing assets, four assets are under development, four assets have discovery, one asset is under appraisal and three assets are under exploration.
During the year, the production from the producing assets rose to 4.26 Million Metric Tonne of Oil Equivalent (MMToe), registering a 9.8% growth over the previous year. The Company plans to scale up its production in the coming years with a target of achieving 11 MMTPA production by the end of the decade. The Company also plans to expand its upstream footprint to target approximately 10% upstream integration ratio by 2030.
As part of domestic acquisition efforts, during the year, the Company initiated farming-in five exploration blocks awarded to OIL in OALP-III & OALP-V Bid Rounds.
In Company's first overseas operatorship asset, Block-1, Abu Dhabi, appraisal well testing established an encouraging hydrocarbon flow of close to 4 thousand barrels per day. Moreover, the Company is also drilling one well to establish recoverability of the prospective unconventional resources in Block-1.
Alternative Energy
Your Company is steadily progressing towards harnessing renewable energy to minimise carbon emissions for a green economy. The Company's installed capacity of Renewable Energy stood at 237.42 MW as on 31.03.2022, which included 167.6 MW of wind capacity and 69.82 MW of solar photo voltaic (PV) capacity. During the year, solar PV capacity of 4.47 MW was added. The total generation through the Company's renewable portfolio during the year was 358.20 GWh, which resulted in emission mitigation of 282.98 thousand metric tonnes of carbon-dioxide equivalent. The total renewable energy generated forms about 5% of the total electricity consumption of the Company.
As on 31.03.2022, the Company has solarised 19,502 Retail Outlets with a cumulative solar power installed capacity of ~111.5 MW, of which 9.1 MW was added during 2021-22.
Your Company is leading the implementation of SATAT (Sustainable Alternative Towards Affordable Transportation) Scheme of Gol and has issued Letters of Intent (LOIs) to 2188 plants for production and supply of Compressed Biogas (CBG)
of about 5.1 MMTPA. Sale of CBG has started from 26 Retail Outlets located across the states of Maharashtra, Gujarat, Tamil Nadu, Andhra Pradesh, Telangana, Punjab, Haryana, Karnataka & Uttar Pradesh; and two Industrial Consumers in Tamil Nadu under the brand name of 'IndiGreen'. During the financial year, the Company sold 3891 tonnes of CBG, while the cumulative sales of CBG since its inception in September 2019 till March 2022 was 5262 tonnes.
As the Company strengthens the future CBG growth plans, a tri-partite Memorandum of Understanding (MoU) was signed with Poonawalla Clean Energy Pvt. Ltd. and Noble Exchange Solutions Pvt. Ltd. for exploring production of CBG and rolling- out of city waste to city transport' model in 100 cities. Further, it also signed MoUs with BIO-WMS Private Limited and CNM Energy Pvt. Ltd. for setting up of 100 CBG Plants each.
The Company has cumulatively issued 31 LOIs to set up UCO-Biodiesel plants for a cumulative quantity of ~23 crore litres. During the year, the Company received 71 KL of UCO (Used Cooking Oil) based Biodiesel (UCO-Biodiesel) at its Tikrikalan Terminal in Delhi, while supplies of UCO-Biodiesel commenced from two Plants.
In line with government directives of 20% ethanol blending by 2025, apart from the conventional 1G route, the Company is enabling 2G and 3G sources, with appropriate use of modern technology to set up state-of-the-art 2G and 3G plants. One such 2G Ethanol Plant of 100 KLP/D capacity is coming up in Panipat and is expected to be commissioned in the current year.
In electric mobility, the Company has collaborated with Israeli company, Phinergy Limited and formed 'IOC Phinergy Private Limited' (IOP), for commercialisation of aluminium-air battery technology in India. The Company has set a target of installing 10,000 EV charging stations in the next three years and already has 2145 EV charging stations under its fold.
Sustainable Development
Your Company began its sustainability journey more than a decade ago, however, even prior to this, caring for people and planet had been integral to its way of doing business. In today's times, sustainability or ESG performance has become fundamental to managing stakeholders' expectations.
The Company's carbon footprint during the year was close to 21.54 MMTC02e, while the water footprint was 98.68 billion litres. The Company has committed to achieve net zero emissions while continuing the efforts towards environment management and conservation. The Company also undertook a massive tree plantation effort during the year, besides undertaking emission mitigation efforts like energy efficiency, fuel replacement and alternate energy projects. As on 31.03.2022, your Company installed rainwater harvesting projects with catchment area of over 2,800 Hectare which are estimated to have harvested about 7.5 billion litres of rainwater during 2021-22. The Company is also pursuing efforts in waste management and towards establishment of circular economy, especially in plastic waste and organic waste.
The Company has commissioned a 5 TPD cattle dung-based Biogas plant at Gorakhnath Temple, Gorakhpur, Uttar Pradesh under CSR. The gas produced from the Biogas plant is being used as cooking fuel for temple devotees and Biogas is also used to operate a gas generator at the temple premises. The plant is in addition to the earlier commissioned two 5 TPD cattle dung-based Biogas plants at Betul & Hoshangabad, Madhya Pradesh.
Overseas Business
Your Company firmly believes that diversification and globalisation are key to the future. In pursuit to be a 'Globally Admired Company', IndianOil has been keeping a close watch on the developments in the geographies of its interest to explore business opportunities and enhance global footprints. During the year, the Company along with its partners established Bharat Energy Office, a Limited Liability Company (LLC) in Russia, with 20% participation, through its wholly owned subsidiary, IOCL Singapore Pte. Ltd (ISPL).
The Company has been exploring new avenues for exports, in pursuance of its Vision of being a Globally Admired Company, by leveraging its core competencies to harness business opportunities across the globe. The Company has been the sole supplier of major Petroleum products to Nepal through the state- owned company Nepal Oil Corporation (NOC) under a General Supply Agreement (GSA) since 1974. Under last GSA 2017-2022, while the Company supplied around 11.8 MMT product from 2017 to 2022, the export to Nepal is estimated to grow at a rate of more than 10% during next 15 years. The agreements for a further period of five years have been executed and during the validity of the current agreement from 2022-27, export of 15 MMT of products is projected. The Company as a part of Gol's bilateral initiatives conducted a joint study for identification of petroleum infrastructure projects in Nepal and would be entering into a separate agreement with NOC for the same.
A Joint Venture Company named 'Beximco IOC Petroleum & Energy Ltd.' (BIPEL) between IOC Middle East FZE, Dubai (a wholly owned subsidiary of the Company) and RR Holdings Ltd., Ras-Al-Khaimah with equity holding of 50% each, was formed in Bangladesh. BIPEL would acquire the existing LPG infrastructure of Beximco LPG, a subsidiary of RR Holdings Ltd. in Bangladesh. In addition, supply of LPG to Northeast India and diversification into other downstream business activities like LNG, Lubricants, and Petrochemicals etc. is also planned under the ambit of BIPEL.
A major milestone was achieved in India-Sri Lanka economic & energy partnership with signing of long pending lease deed between Govt, of Sri Lanka, Ceylon Petroleum Corporation (CPC) and Lanka IOC PLC (a Subsidiary of IndianOil in Sri Lanka) on January 6, 2022 for Trincomalee Tank Farm along-with the Modalities & JV agreements. The execution of documents for a period of 50 years and leasing of tanks in favour of the newly formed Joint Venture viz. Trinco Petroleum Terminal (Pvt) Ltd. (wherein Lanka IOC has shareholding of 49% & CPC has 51%) shall provide umpteen opportunities for both India & Sri Lanka.
Explosives
The Explosives group achieved an all-time high production & sale of 287 TMT Bulk Explosives during 2021-22, clocking a growth of 8% over previous year's volume. In the last seven years, the production and sales of Bulk Explosives has grown almost three folds from 100 TMT in 2014-15 to 287 TMT in 2021-22.
To cash in on the growth opportunities in the segment, in addition to brownfield projects, greenfield projects are being planned at Umrer (Maharashtra), Basundhara (Odisha), Neyveli (Tamil Nadu) and Mandamari (Telangana).
Diversification
Your Company had ventured into setting up fertiliser plants at Barauni (Bihar), Gorakhpur (U.P.) and Sindri (Jharkhand) through a joint venture company, Hindustan Urvarak and Rasayan Ltd., in partnership with National Thermal Power Corporation Ltd., Coal India Ltd., Fertilizer Corporation of India Ltd. and Hindustan Fertilizer Corporation Ltd. While the plant at Gorakhpur has been commissioned in May 2022, the other plants are under advanced stages of construction and slated to be commissioned by the second quarter of 2022-23.
International Trade
Your company imported 57.94 MMT of Crude Oil during the year, as against 53.60 MMT in the previous year to meet the crude requirement for processing at its refineries.
The selection of Crude Oil is done from a diversified mix of supply sources to optimise the cost as well as to improve flexibility. The import of petroleum products during the year was 9.324 MMT as against 8.58 MMT in the previous year.
Projects
Your Company recognises the importance of infrastructure development and has been consistently investing in several projects across the country and achieved its Capex target for the sixth consecutive year. Your Company has consistently contributed more than a quarter of the combined Capex spend of all PSUs under MOP&NG since 2018-19. The projects are financed through an optimum mix of internal accruals and borrowings from domestic as well as international markets whenever required. The project teams across the divisions ensured that the projects are implemented seamlessly.
During the year, the total capex spent by the Company was Rs 30,391 crore (Rs 26,635 crore on capital projects and Rs 3,756 crore towards equity investment in joint ventures / subsidiaries).
The strength of the Company springs from its experience of operating the largest number of refineries in India and adapting to a variety of refining processes along the way. The Company has commissioned several grassroot refineries and modern process units at its refineries and is constantly investing in refining technologies to stay ahead of the curve. Your Company has ambitious growth plan for capacity augmentation, de-bottlenecking, bottom upgradation and quality upgradation. Projects worth more than H 1 lakh crore are under various stages of implementation at the refinery locations, notably expansion projects at Barauni from current 6 MMTPA to 9 MMTPA, Gujarat from current 13.7 MMTPA to 18 MMTPA through the Petrochemical & Lube Integration Project, Panipat from current 15 MMTPA to 25 MMTPA. and Guwahati from current 1 MMTPA to 1.2 MMTPA; PX-PTA & Ethylene Glycol project at Paradip; Oxo Alcohol project at Gujarat, Naphtha Cracker revamp project at Panipat; Linear Alkyl Benzene revamp project at Gujarat; Poly Butadiene Rubber (PBR) Project at Panipat; 2nd Generation and 3rd Generation Ethanol Projects at Panipat; Bitumen project at Gujarat & Barauni etc.
The existing refining capacity of the IndianOiL refineries will expand from 70.05 MMTPA to 87.9 MMTPA by 2025. The group refining capacity i.e. including CPCL shall stand at 107.05 MMTPA by 2025.
To compliment the various greenfield and brownfield projects of the refineries, marketing and business development, various pipeline projects are being implemented across the country to ensure the most economical mode of transportation. The projects presently under implementation would increase the pipeline network length to around 21900 km and enhance capacity to 165.9 MMTPA and 51.7 MMSCMD respectively for liquid and gas pipelines, upon completion. Major ongoing pipeline projects include HaLdia - Barauni crude oil pipeline, Paradip - Hyderabad product pipeline, augmentation of the Paradip - HaLdia - Durgapur LPG pipeline and its extension up to Patna and Motihari, KoyaLi - Ahmednagar - SoLapur product pipeline, Paradip - Somnathpur - HaLdia product pipeline, augmentation of the SaLaya - Mathura crude oil pipeline system, Laying of new Mundra - Panipat crude oil pipeline and Ennore - ThiruvaLLur - Bengaluru - Puducherry - Nagapattinam - Madurai
- Tuticorin natural gas pipeline. In addition, your Company is undertaking massive LPG and natural gas pipeline projects through joint ventures, spanning approximately 8,600 Km. These include the longest LPG pipeline in the world, KandLa - Gorakhpur LPG pipeline, Kochi - Salem LPG Pipeline, the NorthEast Natural Gas Grid, Mehsana - Bhatinda, Bhatinda - Jammu
- Srinagar & MaLLavaram - Bhopal - BhiLwara - Vijapur pipelines.
To ensure uninterrupted supply of energy solutions various infrastructure projects comprising of fuel stations, Indane LPG distributorships, SERVO lubricants & greases outlets, Consumer pumps, bulk storage terminals and installations, inland depots, aviation fuel stations, LPG bottling plants, lube blending plants, import terminals are also being undertaken.
The construction of the R&D campus at Faridabad, Haryana at a capex of H 3200 crore, is underway and is expected to be completed by 2023. The new campus will have state-of-the-art facilities to boost the research horizon of the R&D Centre on areas like alternative and renewable energy, nanotechnology, etc.
Health, Safety & Environment (HS&E)
The Company is committed to conduct its business with a strong environment conscience, ensuring sustainable development, safe workplaces and enrichment of the quality of life of its employees, customers and community. ALL IndianOiL refineries are certified to ISO:14064 standards for sustainable development as well as for the Occupational Health and Safety Management System (ISO:45001), besides having fully equipped occupational health centres. Further, the petrochemical plants, most of the pipeline installations and few of the marketing installations are ISO-14001 certified for environmental management. API RP 1173 based Pipeline Safety Management System has been introduced across the entire pipeline network. Compliance with safety systems and procedures and environmental laws is monitored at the Unit, Division, and Corporate level.
The HS&E activities of the Company are reviewed periodically in the Board meetings. During the year, various capability building, and training programmes were conducted on safety-related topics covering the entire spectrum of activities of the Company.
During the year, occupation health related activities like "Paramarsh" - to take care of the mental and psychological health of IndianOiL workforce, Annual Corporate Occupational Health Meet with the theme 'Promoting Healthy, Safe & Resilient workplace', 'Emotional WeLLness Interactive workshops, etc. were organised.
In addition, various capabiLity buiLding, and training programmes were conducted on safety-reLated issues, such as aLL India campaigns for safe decantation of Tank Trucks (TT), safe TT driving campaigns, simuLator-based training, HAZOP and risk anaLysis, issuance of various guideLines & SOPs, etc.
Digital Initiatives
Information technoLogy and digitaLisation continued to pLay a pivotaL roLe in growth of IndianOiL's business during 2021-22 with impLementation of various initiatives aimed at harnessing the best use of the technoLogies which were carefuLLy infused with our core vaLues of Care, Innovation, Passion, and Trust.
In August 2021, the Skill Development Institute (SDI), Bhubaneswar was dedicated to the nation and foundation stone of the permanent campus, ICT-IOC Bhubaneswar was laid. The details of Skill Development initiatives at SDI are provided in CSR report.
The frontiers of learning continued to expand during the year. The e-learning initiative of IndianOil, 'Swadhyaya' registered a significant milestone of one-million course completion. New initiatives like "Saarthi" - a one-on-one Leadership Coaching initiative and "Madhyama" - a mid-career training programme were launched during the year. To further enhance the learning of employees, IndianOil procured "Harvard ManageMentor" - an off-the-shelf online resource that provides expert content on leadership competencies.
National Commitment during Covid-19 Pandemic
Standing tall with its motto of "Pehle Indian, Phir Oil", your Company remained resilient, strong, agile and took several initiatives amidst all the challenges posed by the Covid-19 pandemic to meet our customers' needs. In the face of a massive surge in demand for Medical Grade Oxygen during the second wave of the Covid-19 pandemic, your company with its strong end to end logistics capabilities, ensured supply of Liquid Oxygen to various States. Under the aegis of GOI, the company supplied 200 MT Liquid Medical Oxygen (LMO) to Vietnam and Indonesia. To help the country to overcome the deficit of Liquid oxygen Tankers, the Cryogenic group of the company designed and manufactured 20 nos. of LOx tankers (20 MT) to combat Covid's second wave in record time. In addition to ramping-up indigenous production of Liquid Oxygen at refineries, the company also imported 420 MT of LMO from Linde Singapore and Middle East and arranged logistics for LMO and ISO containers received as gratis from other countries. True to its national commitment your company took various other initiatives under CSR (Corporate Social Responsibility) to help the society in facing the challenges posed by the pandemic.
As a socially responsible organisation, we carried out a massive vaccination program with renewed vigour by taking initiatives like 'Mission Vaccination' wherein free vaccination was provided to more than 5 lakh beneficiaries including employees, ex-employees, channel partners, stakeholders, contract workers and their family members. The pandemic has also left an indelible mark on the company as the life of some of the previous employees were also lost. As a mark of support to the bereaved families of such employees who expired during these difficult times of pandemic, a lumpsum amount as "Samvedna Rashi" was provided. In addition, the children who are orphaned after the death of the employee in cases where the employee was a single parent or the spouse expired before exercising any rehabilitation option, to ensure continuity of education of such child(ren), "Shiksha Mitra" scheme has been introduced which shall provide financial assistance for their education. To address the concerns related to employee wellbeing, especially in the post-Covid scenario, an Employee Assistance Programme was launched on September 1 on the 62nd IndianOil Day, to provide support and guidance to employees in dealing with issues and complications that could adversely affect their wellbeing.
Particulars of Employees
The provisions of Section 134(3)(e) of the Act are not applicable to a Government Company. Consequently, details on Company's policy on Directors' appointment and other matters as required under Section 178 (3) of the Act, are not provided.
Similarly, Section 197 of the Act is also exempt for a Government Company. Consequently, there is no requirement of disclosure of the ratio of the remuneration of each Director to the median employee's remuneration and other such details, including the statement showing the names and other particulars of every employee of the Company, who if employed throughout / part of the financial year, was in receipt of remuneration in excess of the limits set out in the Rules are not provided in terms of Section 197 (12) of the Act read with Rule 5 (1) / (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Hindi Implementation
The Company is committed to implementing Hindi in the day- to-day functioning at its various offices/ locations/units. The provisions of the Official Language Act, 1963, and Rules notified thereunder were complied with. The communications received in Hindi including any application, appeal or representation written or signed by an employee in Hindi are 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.
Corporate Social Responsibility
During the year, the Company undertook various CSR initiatives to overcome the challenges posed by the Covid-19 pandemic like Installation of Medical grade Oxygen Generation Units; supply of medical grade liquid oxygen to various hospitals in Delhi, Haryana and Punjab; procurement of oxygen concentrators & cylinders; contributions to the PM CARES Fund, etc., in addition to various other CSR activities. During the year, as against the CSR budget of H 204.77 crore (2% of the average profit of the previous three years H 323.14 crore minus excess spent in previous year H 118.37 crore), the Company spent a higher sum of H 298.29 crore to ensure continuity in the planned CSR activities including many flagship projects resulting in carry over of H 93.52 crore for setting off in succeeding years. A report on the Company's CSR activities as per the provisions of the Companies Act, along with CSR highlights for the year is attached as Annexure - II to the Report. The CSR policy of the Company can be accessed on the Company website: https://www.iocl.com/download/ IOC S&CSR Policy.pdf.
Business Responsibility & Sustainability Report
IndianOil has been publishing its Business Responsibility Report, providing information on the various initiatives taken with respect to environmental, social and governance perspectives, in accordance with the directives of SEBI and is hosted on the website of the Company.
SEBI vide notification issued in May 2021 has introduced a new sustainability related report "Business Responsibility and Sustainability Report" (BRSR), which would replace the existing "Business Responsibility Report" (BRR). The BRSR is a notable departure from the existing BRR and a significant step towards bringing sustainability reporting at par with the financial reporting. Even though, the BRSR is voluntary for the year 2021-22, your Company has decided to publish the BRSR which is hosted on the website on the Company on the link https://www.iocl.com/business-responsibilitv-report.
Audit Committee
The Audit Committee of the Board comprised of four members as on March 31,2022, of whom three were Independent Directors (including its Chairman) and one non-executive Director. The observations / recommendations made by the Audit Committee during the year were put up to the Board and the same were accepted by the Board. Other details of the Audit Committee, such as its composition, terms of reference, meetings held, etc., are provided in the Corporate Governance Report.
Other Board Committees
The details of other Board Committees, their composition and meetings, are also provided in the Corporate Governance Report.
Code of Conduct
The Board of the Company has enunciated a Code of Conduct for the Directors and Senior Management Personnel, which was circulated to all concerned and was also hosted on the Company's website. The Directors and Senior Management Personnel have affirmed compliance with the code of conduct for the financial year 2021-22.
Risk Management
The Enterprise Risk Management framework in the Company encompasses practices relating to risk identification, assessment and categorisation, analysis, mitigation and monitoring of the strategic, operational, and legal and compliance risks to achieving its key business objectives. Your Company endeavours to minimise the adverse impact of these risks, thus enabling the Company to leverage market opportunities effectively and enhance its long-term competitive advantage. The focus of risk management is to assess risks and deploy mitigation measures.
A Risk Management Compliance Board (RMCB) comprising senior management personnel and headed by Chief Risk Officer periodically reviews the various risks associated with the Company's business. The Company has constituted a
Risk Management Committee (RMC) which oversee risk management activities. All changes in the Risk register as suggested by RMCB are made after approval of RMC. A report is, thereafter, put up to the Audit Committee and the Board.
Internal Financial Controls
The Company 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 has a separate Internal Audit department headed by a Chief General Manager, who 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 Auditor's Report on the Internal Financial Controls over financial reporting of the Company under Clause (i) of Sub-Section 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.
The Board believes that systems in place provide a reasonable assurance that the Company's internal financial controls are designed effectively and are operating as intended.
Statutory Auditors
The Office of the Comptroller & Auditor General of India had appointed the Statutory Auditors for the financial year 2021- 22. The Auditors have confirmed that they are not disqualified from being appointed as Auditors of the Company. The Notes on the financial statement referred to in the Auditors' Report are self-explanatory. The Auditors' Report does not contain any qualification or adverse remark. In addition, the Company has also engaged them for Limited Review and Tax Audit for the financial year 2021-22.
The Auditors' remuneration for the year was fixed at Rs 2.60 crore, Rs 1.40 crore and Rs 0.50 crore for Statutory Audit, Limited review, and Tax Audit respectively along with applicable taxes and reasonable out of pocket expenses. In addition, fee was paid to Statutory Auditors for other certification jobs. The total amount paid / payable to the Statutory Auditors for all services rendered to the Company during 2021-22 was Rs 5.11 crore.
Comptroller and Auditor General of India (C&AG) Audit
Supplementary Audit of Financial Statements: The
Standalone and Consolidated Financial Statement for the Financial Year ended March 31, 2022, were submitted to the C&AG for supplementary audit. The C&AG have conducted supplementary audit and issued NIL comments. The NIL comment certificate is attached in this Annual Report after the Financial Statements. This is the 16th consecutive year that your company has received such NIL comment on its Financial Statement.
C&AG paras from other audits: In addition to the supplementary audit of the financial statements mentioned above, the C&AG conducts audits of various nature including Inspection audit, Thematic audit, Proprietary audit, etc. As on March 31, 2022, there are sixteen pending audit paras on various subjects including Short realisation from Disposal of a land, Abandoned Exploration & Production (E&P) Project, Maintenance of grade wise costing of Petrochemicals, Extra cost due to delay in finalisation of tender, Pradhan Mantri Ujjwala Yojna (PMUY) to unentitled persons, Avoidable entry tax, Updation of daily price change at Retail Outlets, Recovery of turnover tax, Expenditure turning infructuous due to non-adherence pollution clearance requirement and employee benefits like EPF contribution on leave encashment, Encashment of Earned leave and sick leave, Stagnation Relief, Performance Related Pay, Shift allowance, Project Allowances, Long Service Award. The replies to these paras have been submitted and the status reports are also being furnished from time to time.
Cost Audit
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 2021-22. A remuneration of Rs 20.20 lakh and applicable taxes was fixed by the Board for payment to the cost auditors for 2021-22, which was ratified by the shareholders in the last AGM. The cost audit reports are filed by the Central Cost Auditor with the Central Government in the prescribed form within the stipulated time.
Secretarial Audit
The Board had appointed Mehta & Mehta, Company Secretaries, to conduct the Secretarial Audit for 2021-22. The Secretarial Auditor in their report have stated that during the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., except as under:
- the requirement of having not less than 50% of the Board of Directors as Non-Executive Directors for the period 01.04.2021 to 23.11.2021.
- the requirement of having at least half of the Board of Directors as Independent Director for the period 01.04.2021 to 23.11.2021 and 07.02.2022 to 31.03.2022.
- the requirement of having atleast two- third of the members of the Audit Committee as Independent Directors for the period 11.07.2021 to 23.11.2021.
- the requirement of having atleast fifty percent of the members of the Nomination & Remuneration Committee as Independent Directors for the period 11.07.2021 to 23.11.2021.
- performance evaluation of Independent Directors by the entire Board of Directors and review of performance of Non-Independent Directors, the Board of Directors as a whole and the Chairperson of the Company by the Independent Directors.
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, appointment of Directors, (including Independent Directors and Women Directors) terms and conditions and remuneration of functional directors, vests with the Government of India as per Government guidelines. Further, the Ministry of Corporate Affairs, vide notification dated June 5, 2015, has provided exemption to Government Companies, regarding the provisions related to evaluation of performance of Directors under the Companies Act, 2013, as the evaluation is carried out by the administrative ministry.
The Secretarial Audit report for the year ended March 31, 2022, issued by Mehta & Mehta, Company Secretaries, is attached as Annexure - III to this report
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 and natural gas, API line pipes and certain proprietary items) during 2021-22 was as under:
The deficit of 2.92% and 2.69% 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 by the Company to identify the entrepreneurs for procurement of goods and services from MSEs owned by SC/ST enterprises, including 86 vendor development programmes.
Subsidiaries, Joint Ventures & Associates
During 2021-22, the Company acquired 49% equity stake in Paradeep Plastic Park Ltd., a company established for development and implementation of Paradeep Plastic Park project. Odisha Industrial Development Corporation holds the balance 51% equity in the company.
Further, Indian Catalyst Private Ltd., a wholly owned subsidiary, was dissolved and name of the company was struck off from the Register of Companies w.e.f 25.10.2021.
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 annexed to the Consolidated Financial Statements. The financial statements of the subsidiaries have also been hosted on the Company website www.iocl.com under the 'Financial Performance' section.
In accordance with the provisions of SEBI guidelines,your Company has framed a policy for determining material subsidiaries, which can be accessed on the Company's website at https:///www.iocl. com/download/Material Subsidiary Policv.pdf
Related Party Transactions (RPTs)
During the year, your Company entered into RPTs, which were on arm's length basis and were in the ordinary course of business. As required under the provisions of the Companies Act, 2013, and SEBI (LODR), all RPTs were approved by the Audit Committee.
During the year, the Company had not entered into any transaction with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
In view thereof, there is no transaction which needs to be reported in Form No. AOC-2, in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Pursuant to SEBI notification dated 09.11 2021, the Company amended the "Policy on Materiality of Related Party
Transactions". The Policy is hosted on the Company's website and can be accessed at: https://www.iocl.com/download/ Policies/RPT Policv.pdf.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
Energy conservation is accorded utmost importance across the various operations in the Company. The performance of all units is monitored on a continuous basis and efforts are made for continuous improvement by incorporating the latest technologies and global best practices. The various energy conservation measures implemented across the refineries during the year, resulted in energy saving as well as monetary saving.
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 as Annexure - IV to the Report.
Board of Directors & Key Managerial Personnel
The following changes occurred in the Board / Key Managerial Personnel of the Company:
1. Shri G. K. Satish, Director (Planning & Business Development) ceased to be a Director w.e.f. September 1, 2021 consequent upon his superannuation.
2. Smt Indrani Kaushal, Government Nominee Director ceased to be a Director w.e.f. September 25, 2021 consequent upon withdrawal of her nomination by the MoP&NG.
3. Shri V. Satish Kumar was appointed as Director (Marketing) w.e.f. October 28, 2021
4. Shri Dilip Gogoi Lalung, Dr Ashutosh Pant, Dr Dattatreya Rao Sirpurker, Shri Prasenjit Biswas, Shri Sudipta Kumar Ray and Shri Krishnan Sadagopan were appointed as Independent Directors w.e.f. November 24, 2021.
5. Shri D. S. Nanaware was appointed as Director (Pipelines) w.e.f. December 28, 2021.
6. Ms Sukla Mistry was appointed as Director (Refineries) w.e.f. February 7, 2022.
7. Shri Sujoy Choudhury was appointed as Director (Planning & Business Development) w.e.f. February 23, 2022.
8. Dr (Prof) Ram Naresh Singh was appointed as Independent Director w.e.f. April 8, 2022.
In line with the amended SEBI (LODR), approval of members was obtained through postal ballot for all appointments made on the Board within a period of 3 months from the date of appointment.
Shri Sandeep Kumar Gupta, Director (Finance) and Dr S.S.V. Ramakumar, Director (Research & Development) are liable to retire by rotation and being eligible are proposed to be reappointed at the forthcoming Annual General Meeting (AGM). Their brief profile is provided in the notice of the AGM.
Independent Directors
The Company has received the Certificate of Independence from the Independent Directors confirming that they meet the criteria prescribed for Independent Directors under the provisions of the Companies Act, 2013, and SEBI (LODR). The Independent Directors have confirmed that they are registered with the Database maintained by the Indian Institute of Corporate Affairs (IICA) under the Ministry of Corporate Affairs.
The Company being a Government Company, the power to appoint Directors (including Independent Directors) vests with the Government 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.
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, 9 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.
Board Evaluation
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.
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.
Vigil Mechanism / Whistle-Blower Policy
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has established a robust Vigil Mechanism and a whistle-blower policy in accordance with provisions of the Act and Listing Regulations. Under the whistle-blower policy, 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 Company's website at: https://www. iocl.com/lnvestorCenter/pdf/Whistle_Blower_policv.pdf.
Details of Loans / Investments / Guarantees
The Company has provided loans / guarantees to its subsidiaries, joint ventures and 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, 2022 are provided in Note No.4, 36, 37 and 42 of the Standalone Financial Statement.
Annual Return
As required under the provisions of the Companies Act, 2013, the Annual Return is hosted on the Company's website and can be accessed from the link: https://www.iocl.com/annual-return.
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
There have been no material changes and commitments, affecting the financial position of the company between the end of the financial year and date of this report. There has been no change in the nature of the business of the Company.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act, 2013 pertaining to the Directors' Responsibility Statement, it is hereby confirmed that:
(a) in the preparation of the Annual Accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures:
(b) 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:
(c) 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:
(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 the Company and that such internal financial controls are adequate and were operating effectively.
(f) 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 sincere, dedicated and untiring efforts of the employees of the Company, the contract labour, and employees of business channel partners to ensure the supply of petroleum products across the country during the lockdown and restrictions caused by the Covid-19 pandemic, and for achieving an excellent performance despite challenges during the year. 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 support as well as guidance 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 Shri G. K. Satish and Smt Indrani Kaushal, during their tenure on the Board of the Company.