DIRECTORS' REPORT Dear Members, On behalf of the Board of Directors, it is my privilege to present the 56th Annual Report of the Corporation for the financial year ended 31st March, 2015, along with the Audited Financial Statement, Auditors' Report and the Report of the Comptroller & Auditor General of India on the Accounts DIVIDEND The Board of Directors of your Corporation has recommended a dividend of 66 per cent, i.e., Rs. 6.60 per equity share of Rs.10/- each, on the paid-up Share Capital as against Rs. 8.70 per share declared in the previous year. This is the 48th consecutive year for which your Corporation has recommended payment of dividend. So far, your Corporation has paid a cumulative dividend of Rs. 25,713 crore, excluding the dividend of Rs. 1,602 crore payable for the current year, subject to approval by members. The dividend shall be paid to the members whose names appear in the Register of Members as well as the Beneficial Ownership Position provided by NSDL/CDSL as at the close of 7th September, 2015. CONTRIBUTION TO EXCHEQUER Your Corporation has consistently been the largest contributor to the national exchequer in the form of duties and taxes. During the year 2014-15, Rs. 98,326 crore was paid to the exchequer as against Rs. 86,164 crore paid in the previous year. An amount of Rs. 36,190 crore was paid to the Central Exchequer and Rs. 62,136 crore to the State Exchequers as against Rs. 27,293 crore and Rs. 58,871 crore paid in the previous year to the Central and State Exchequers 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, your Corporation has prepared the Consolidated Financial Statement for the group, including its subsidiaries and joint venture entities. The highlights of the Consolidated Financial Results are as follows: MoU PERFORMANCE The Memorandum of Understanding (MoU) of your Corporation with the Government of India, setting the performance parameters for the year 201415, was signed b y the Chairman, IndianOil, and the Secretary (P&NG), Govt. of India, on 28 March, 2014. The thrust was broadly on the long-term perspective, while at the same time covering all the critical operations of the Corporation. Despite various challenges during the year, the Corporation has been able to meet the MoU targets under various parameters as per the MoU with the Government. The Corporation has consistently maintained "Excellent" MoU performance over the years. The performance rating for 2014-15 MoU is yet to be finalised by the Government. INTERNATIONAL TRADE Your Corporation imported 43.919 million tonnes of crude oil valued at Rs. 1,65,065 crore during the year, as against 42.55 million tonnes valued at Rs. 2,02,492 crore in the previous year, to meet its crude oil requirements through a carefully selected and diversified mix of supply sources. The import of petroleum products during the year was 4.908 million tonnes, valued at Rs. 22,623 crore, as against 3.74 million tonnes valued at Rs.21,414 crore in the previous year. The Corporation also exported petroleum and petrochemical products worth Rs. 15,668 crore during the year as against Rs. 21,525 crore in the previous year. The reduction in exports is mainly due to decrease in international prices and absorption of products in the domestic market. OPERATIONAL PERFORMANCE Refineries IndianOil refineries together achieved a crude oil throughput of 53.59 million tonnes during the year 2014-15 with a capacity utilisation of 98.9 per cent, as against a throughput of 53.13 million tonnes during the previous year. They achieved the best ever combined distillate yield of 78.8 wt% during the year as against the previous best of 78.1 wt% achieved during 2012-13 & 2013-14. With focussed efforts towards energy conservation, the refineries achieved the best ever overall specific energy consumption at 54.4 MBN1 against the previous best of 55.8 MBN achieved during 2013-14. During the year, 14 new crudes, including high-TAN crudes, have been processed for the first time in the Corporation's various refineries in an attempt to widen the crude basket and to tie up new crude sources as a measure for de-risking. Pipelines The pipelines network of the Corporation performed exceedingly well during the year, achieving the highest-ever pipelines throughput of 75.68 million tones as against the throughput of 73.07 million tonnes in 2013-14. The crude oil pipelines achieved the highest-ever throughput of 47.78 million tonnes, with a capacity utilisation of 118%, during the year as against the throughput of 45.86 million tonnes, during the previous year. The product pipelines achieved a throughput of 27.90 million tonnes during the year as against the throughput of 27.21 million tonnes achieved in the previous year. The gas pipeline too achieved the highest-ever throughput of 1,364 MMSCm, surpassing the previous best throughput of 1,168 MMSCM registered in 2013-14. The total length of the pipeline network for crude oil, product and gas pipelines as on 31st March, 2015, was 11,221 km. Marketing Your Corporation continued to dominate the domestic market in core product categories, i.e. petrol, diesel and LPG, by selling 68.47 million tonnes of petroleum products (excluding naphtha for own use) during the year, as against 67.14 million metric tonnes during the previous year. During the year, your Corporation led from the front in implementing far-reaching policy changes such as diesel deregulation, Direct Benefit Transfer for LPG (DBTL), launch of 5-kg subsidised LPG cylinders across the country, extension of availability of BS-IV fuels to 24 more cities, etc. To maintain its leadership position in the market place, your Corporation commissioned 947 retail outlets (fuel stations, including 369 Kisan Seva Kendra outlets in rural areas) during the year, raising their total number to 24,405. The contribution of KSK outlets to total sales during the year reached a new high of 12.9 per cent in Petrol (Retail) and 12.8 per cent in Diesel (Retail). 1,610 retail outlets were fully automated during the year, taking the total number of automated retail outlets to 7,687. The concept of NANF (No Automation, No Fuelling) was extended to over 1,270 more retail outlets during the year. The city-specific automation programme was implemented in retail outlets of 25 cities during the year, taking the total number of such cities to 29. Your Corporation supports the use of alternative energy, and as on 31 March, 2015, 2,663 of its retail outlets operate on solar energy. IndianOil maintained its market share in the LPG segment during the year by releasing new connections, augmenting its bottling and storage capacities, and expanding its distributorship network, especially in rural areas. 72.6 lakh new domestic LPG connections were released, raising the Indane customer strength to 887.6 lakh. 250 regular LPG distributorships and 678 RGGLV (Rajiv Gandhi Gramin LPG Vitaran Yojana) distributorships for rural towns were commissioned during the year to further expand the network. The modified DBTL scheme named PaHaL was rolled out initially in 54 districts on 15 Nov. 2014 and thereafter on 'pan-India' basis from 1s Jan. 2015. With the percentage of cash-transfer-compliant Indane LPG customers touching 82 per cent, Rs. 2,360 crore was directly transferred to the customers' accounts as permanent advance and Rs. 2,324 crore as subsidy. During the year, 5-kg free-trade LPG (FTL) cylinders were made available in 115 cities, enabling the Corporation to enrol 15,975 new customers and sell 29,054 refills. Your Corporation has signed an MoU with M/s. Sahaj e-Village Ltd. for selling 5-kg FTL Indane cylinders through their common service centres in the States of Assam, Bihar, Odisha, Tamil Nadu, Uttar Pradesh and West Bengal. Sahaj, which has more than 27,000 common service centres located in remote locations in the six States, reaches out to a rural consumer base of more than 27 crores. IndianOil's finished lube sales registered a growth of 0.6 per cent over the previous year and institutional lube sales registered a growth of 1.9 per cent. Eighteen new lubricant formulations were developed during 2014-15. Of these, seven products have already been commercialised, accounting for 1,000 metric tonnes in terms of sales and an approximate foreign exchange savings of US$ 11 Million. IndianOil's Aviation Service maintained its leadership position during the year with market share of 63.6 per cent Research & Development During the year, your Corporation's R&D Centre at Faridabad took a quantum leap in developing its intellectual assets. The Centre filed a record number of 92 patents - 13 in India, 20 in USA and 59 in other countries, while 14 patents were granted. The patent portfolio expanded this year to 384, with 83 US patents, 151 Indian patents and 150 patents of other countries. In addition, 125 product formulations were also developed. Significant advancements were also made in demonstration and commercialisation of indigenously developed technologies in refining area. During the year, the R&D Centre, together with Mathura Refinery, prepared a basic design and engineering package for a 55-KTA Octamax unit based on in-house developed technology for production of high-octane gasoline component from FCCU C4 stream. Detailed engineering activities of INDADeptG unit at PROJECTS IndianOil has always accorded the highest priority to timely completion of projects and its dedicated project teams ensure that the construction and commissioning of the projects is done seamlessly. The projects are financed through an optimum mix of internal accruals and borrowings from domestic as well as international markets. The details of projects completed, ongoing and future are as under: Completed Projects • Installation of a gas turbine alongwith Heat Recovery Steam Generator (HRSG) at Gujarat Refinery • Sulphur pelletising units at Panipat Refinery and Mathura Refinery • New tap-off point at Jasidih, Jharkhand, on the Haldia-Barauni-Kanpur pipeline • Tikri Kalan terminal on Panipat-Delhi pipeline • Effluent treatment plant modernisation project at Barauni Refinery • LPG bottling plants at Mysore and Tirunelveli Ongoing Projects • 15-MMTPA grassroots refinery at Paradip, Odisha • 5-MMTPA LNG import terminal project at Ennore (through a Joint Venture company) • Polypropylene project at Paradip Refinery • Distillate yield improvement project at Haldia Refinery • Coke chamber replacement at Coker-A in Barauni Refinery • Demonstration unit of INDADeptG at Guwahati Refinery • Reverse osmosis units at Gujarat Refinery and Barauni Refinery • Installation of feed preparation unit at Haldia Refinery • Paradip-Raipur-Ranchi product pipeline and associated tap-off points • Debottlenecking of Salaya-Mathura crude oil pipeline • Paradip-Haldia-Durgapur LPG pipeline • Augmentation of Paradip-Haldia-Barauni crude oil pipeline • Paradip-Hyderabad Pipeline • Augmentation of Paradip-Haldia-Durgapur LPG pipeline and its extension up to Patna and Muzaffarpur • Jaipur-Panipat Naphtha Pipeline, along with augmentation of Koyali-Sanganer pipeline • Ennore-Trichy-Madurai LPG pipeline • Cauvery Basin Refinery-Trichy product pipeline • LPG import terminal at Paradip and Kochi Future Projects • Quality upgradation projects for BS-IV petrol and diesel at Gujarat and Barauni refineries. • Ethylene glycol project at Paradip • Ennore-Nagapattinam-Tuticorin-Madurai-Bengaluru gas pipeline Guwahati Refinery are in progress for installation of a demonstration unit to meet <10 ppm Sulphur in MS pool based on in-house technology. Revamp of existing 0.6 MMTPA Coker-A unit at Barauni jointly with EIL is being carried out, which involves major activities such as change of coke drums, medication of heater/fractionators/coke yard, change of pumps, etc., that are similar to licencing a grassroots unit. During the year, a new product 'Indane Nanocut' was developed by the Centre, which will give a huge boost to the use of LPG in the metal-cutting segment as a superior product. The product will be marketed through the extensive network of Indane LPG distributors across India. A cooperation agreement has been signed with Lummus Technology Inc, USA (a CB&I Company) for global marketing and licencing of IndMax technology. An MoU was also signed between IndianOil and Albemarle for supply of IndMax catalyst to IndMax licencees. The product technologies, which predominantly include lubricant formulations, are adopted and marketed by the Corporation under the brand name SERVO. The refinery process technologies are licenced to identified engineering partners, who in turn market the same with pre-agreed licence and royalty-sharing formula. The refinery catalysts and additive technologies are licenced and outsourced for manufacturing and supplying to various IndianOil and non-IndianOil refineries at agreed commercial terms. Assam Oil and IBP The Assam Oil Division (AOD) continued to play a vital role in ensuring supply of petroleum products in the northeast region. The Digboi Refinery processed 0.59 million tonnes of crude oil during the year. During the year, the Explosives and Cryogenics businesses of IBP Division continued with excellent performance and recorded the highest ever production and sales of explosives and cryocans. The Explosives group manufactured and sold 1,00,071 metric tonnes of explosives during the year, recording a growth of 17.37 per cent over the previous year's volume of 85,264 metric tonnes. The Cryogenics group sold 24,153 units of cryocans during 2014-15, recording 1.6 per cent growth over the previous year's sale of 23,747 units. EXPANDING BUSINESS INTEGRATION & DIVERSIFICATION Integration and diversification beyond domestic petroleum downstream sector has been a major thrust area for the Corporation for over a decade now. The Corporation has made significant investments in these areas, and efforts in this direction have started yielding results. Your Corporation envisages a larger presence with greater contribution from these segments to its turnover and profit growth. Petrochemicals During the year, the petrochemicals sales, including exports, touched a new high with sales of 2.49 million tonnes, against 2.12 million tonnes during the previous year, posting a growth of 17 per cent on year-on-year basis. The Petrochemical business has contributed significantly to the profits of the Company. Polymers, the largest segment of the Corporation's petrochemicals business, recorded sales of 1.23 million tonnes in the domestic market, posting a 25 per cent year-on-year growth. Polymer products portfolio has grown to 48 grades in the domestic market, covering over 90 per cent of the user industry applications. The Corporation's state-of-the-art Product Application & Development Centre (PADC) located at Panipat has been developing new grades benchmarked against national and international products to meet customers' needs. Five new PP/PE Improved/High Performance Grades were launched during the year. The Corporation has emerged as a major supplier of polymer products to leading multinationals and currently has 89 OEM (Original Equipment Manufacturer) approvals, out of which 30 were obtained during the year. The Corporation exports petrochemicals under the PROPEL brand to 70 countries. Gas Your Corporation has been working towards expansion of its natural gas (LNG / RLNG / CNG) business by investing across the gas value chain and envisages greater presence in future. During the year, the Corporation registered gas sales of 1.81 million tonnes against 1.94 million tonnes in the previous year. The lower sales was mainly due to the steep increase in the long-term LNG price vis-a-vis the international spot LNG prices since November 2014. LNG sales through the Corporation's unique 'LNG at the Doorstep' initiative also fell to 0.023 MMT from 0.030 MMT in 2013-14 on account of higher long-term LNG price and availability of alternative fuels at lower prices. The Corporation is implementing a 5-MMTPA LNG import, storage and re-gassification terminal at Kamarajar Port (Ennore) near Chennai at a cost of X 5,151 crore through a joint venture company (JVC). The terminal is targeted for completion in 2018 and pre-project activities are progressing on schedule. The Corporation has been participating in the building of City Gas Distribution (CGD) infrastructure in the country. For this purpose, the Corporation had some time back formed two JVCs, namely, M/s. Green Gas Limited (GGL) and M/s. IndianOil-Adani Gas Private Limited (IOAGL). Currently, GGL operates two CGD networks, one each at Lucknow and Agra. IOAGL is implementing laying of CGD network in Chandigarh and Allahabad geographical areas and has also been authorised to develop CGD in Panipat, Daman and Ernakulam by PNGRB. The Corporation has also been working on scaling up the cross-country gas pipeline infrastructure in the country. It had earlier formed two JVCs, viz., GSPL India Gasnet Ltd. and GSPL India Transco Ltd., for implementing the Mehsana-Bhatinda pipeline, the Bhatinda-Jammu-Srinagar pipeline and the Mallavaram-Bhopal-Bhilwara-Vijaipur pipeline respectively. Exploration & Production (E&P) Significant headway has been made in the Corporation's drive to build its E&P portfolio, which now consists of participating interests in 10 domestic and seven overseas active assets. The Corporation has three producing assets, viz., Niobrara Shale Project (USA), Pacific Northwest LNG Project (Canada) and Carabobo Project (Venezuela). During the year, the production from these assets increased to 3,299 mboe (million barrels oil equivalent) from 1,754 mboe in 2013-14, registering an 88 per cent rise. The proved and proved-developed reserves have increased from 1.66 mtoe (million tonnes oil equivalent) as on 31st March, 2014 to 2.18 mtoe as on 31s March, 2015, an increase of 32 per cent. The cumulative total investment in the domestic assets stands at US$ 353.80 Million (equivalent to Rs. 1849.63 crore), and a sum of US$ 1,572.98 Million (equivalent to Rs.9200.37 crore) has been invested in overseas projects. During the year, the Corporation had two discoveries in Gujarat-Kutch offshore blocks, GK-OSN-2009/1 & GK-OSN-2009/2, and the plan of development of the Assam block, AAP-ON-94/1, has been approved. Additionally, during the year, a major milestone was reached as the development and production phase of the two CBM blocks in Jharkhand (BK-CBM-2001/1 and NK-CBM-2001/1) began after sustained gas flow from the test wells in both the blocks. Alternative Energy During the year, your Corporation added 6.3 MW wind-power in Andhra Pradesh; thereby expanding the renewable energy portfolio to 74.3 MW, which includes wind energy capacity of 69.3 MW and solar energy capacity of 5 MW. Plans are afoot for completion of a 4-MW solar power project at Narimanam marketing terminal in Tamil Nadu for captive consumption. Sustainable Development Minimising carbon, water and waste footprint are the three pillars of the Corporation's sustainability agenda. During the year, your Corporation added close to 4.8 MW of renewable energy through solarisation of its retail outlets, installation and office buildings; planted over 50,000 trees; held 17 carbon-neutral events; improved ground-water table by harvesting 2,700 tkl water through 437 Rainwater Harvesting systems and recycled 11.5 Tonnes of waste paper. Further, during the year the footprint accounting exercise was taken to a new level. Through an IT enabled data collection portal for the first time Carbon & Water Foot printing of all locations within the Corporation was implemented. The Corporation's Sustainability Report 2013-14 in e-version as well as an abridged printed version were released on 31s October, 2014. This report is in compliance with the latest Global Reporting Initiative, GRI G4 and OGSS framework and is available on the website of the Corporation at the link https:/ /www.iocl.com/download/IOCL_SR_Oct_2013-14.pdf INFORMATION SYSTEMS Your Corporation maintained cent per cent uptime of SAP operations during the year. A new warehouse management system was introduced for the first time at a CFA in Bengaluru during the year. A comprehensive website on PaHaL, www.MyLPG.in was developed in English, Hindi and nine regional languages during the year under the aegis of MoP&NG. The website facilitates LPG consumers to make online booking of LPG refills and check their subsidy status, besides offering them a host of other facilities. A mobile application, m-power, for sales officers dealing with bulk consumers was launched during the year. HEALTH, SAFETY & ENVIRONMENT (HSE) Your Corporation is committed to conducting its business with a strong environment conscience, ensuring sustainable development, safe workplaces and enrichment of the quality of life of its employees, customers and the community at large. All refineries of your Corporation are certified to ISO:14064 standards for sustainable development as well as for the Occupational Health & Safety Management System (OHSMS/OHSAS-18001), besides operating fully equipped occupational health centres. Compliance with safety systems and procedures and environmental laws is being monitored at the unit level, division level and corporate level. The HSE activities of the Corporation are reviewed in every Board meeting. During the year, planned and surprise safety audits were carried out at various offices and locations. ENERGY CONSERVATION Your Corporation continues to accord importance and thrust to energy conservation at all its refineries and units. The performance of refineries is extensively monitored and efforts are made to keep abreast of the latest technological developments and global best practices. As a result of various energy conservation measures undertaken, the energy performance parameter (indexed to complexity of operations) in terms of MBN* of refineries of your Corporation during the year is down to 54.4, which is the best ever achieved, as against the energy index of 55.8 in the previous year. The energy conservation schemes implemented during the year resulted in estimated fuel savings of 1,07,000 MT Standard Refinery Fuel (SRF) in the year, valued at about Rs. 400 crore. In addition, your Corporation also spreads the message of energy conservation through workshops and seminars, besides conducting campaigns for retail and bulk consumers. HUMAN RESOURCES The employee strength of the Corporation was 32,962 as on 31st March, 2015; consisting of 15,298 executives and 17,664 non-executives. This includes 2,596 women employees comprising 7.87 per cent of the total workforce. During the year, cordial industrial relations were maintained. Your Corporation provides comprehensive welfare facilities to its employees to take care of their health, efficiency, economic betterment, social status, etc., and to enable them to give their best at the workplace. Your Corporation has always supported a participative culture in the management of the enterprise through a consultative approach with the collectives and establishing a harmonious relationship for industrial peace and higher productivity. Employees' participation is also ensured through information-sharing with the collectives and employees on a regular basis. The efforts to promote employees' participation in management were continued during the year through various activities such as Suggestions Scheme, Total Productive Maintenance, Quality Circles, mentoring, etc. In order to rejuvenate the organisation through a dynamic hierarchy of executives, a number of strategic interventions were initiated during the year covering the entire employee life-cycle. The emphasis of HR during the year was on demonstrating the core values of Care, Innovation, Passion and Trust in day-to-day actions and in developing a culture of treating employees as internal customers. This was born out of the theme for HR in 2014-15, which was 'investing in our people' and making HR an effective business enabler, under which various initiatives were taken, which inter alia include the following:- (i) Review of capability building and competency development programmes with a view to shift the emphasis from training to 'compulsory learning'. (ii) Succession planning through leadership and development centres and multi- rater feedback mechanism. (iii) Ideas Utsav as well as internal surveys to generate ideas and seek suggestions for simplifying HR policies and enhancing HR services. Your Corporation is committed to diversity and inclusiveness and has adopted various practices to achieve women's development and gender equality in the organisation. Women employees are rendered support to deal with their dual obligations with optimum results, both for themselves as well as for the organisation. All women employees have equal opportunities, equal rights and equal responsibilities. In addition, there are various welfare policies, viz., child adoption leave, child care leave, special leave without pay, etc. WIPS cells (formed under Forum of Women in Public Sector) strive to empower women through numerous developmental activities not only for women employees of the Corporation but also for women in the neighbourhood of IndianOil installations. In compliance with the Official Language Act, 1963, Official Language Rules, 1976, and orders issued by the Government of India from time to time, efforts were continued during the year for increasing the progressive use of Hindi in official work. In all offices/ units/locations of the Corporation, committees are functioning for implementing the Office Language effectively and to review the progress of implementation of the Official Language policies. Your Corporation is implementing the provisions of 3 per cent reservation for physically challenged and disabled persons in letter and spirit. Several concessions/relaxations are being extended to physically challenged persons in srtecruitment. The number of permanent employees with disabilities as on 31s March, 2015, was 512, i.e., 1.55 per cent of the total employee strength. Presidential Directives and other guidelines issued by the Ministry of Petroleum & Natural Gas/Department of Public Enterprises from time to time with regard to reservation in services for Scheduled Castes, Scheduled Tribes, etc., were meticulously followed. Liaison officers were appointed at various locations/ units/installations all over the country to ensure implementation of the Government directives. Officials dealing with the subject were given training as required to enable them to update their knowledge on the subject and perform their job effectively. In accordance with para-29 of the Presidential Directive, statistics relating to representation of SCs/STs in the prescribed proforma, SC/ ST/OBC Report-I and SC/ST/OBC Report-II is attached at Annexure-I to the report. COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 Your Corporation is committed to prevention of sexual harassment of women at workplace and takes prompt action in the event of reporting of such incidents. In this regard, internal complaints committees have been constituted at various offices of the Corporation to deal with sexual harassment complaints, if any, and conduct enquiries. There were three complaints of sexual harassment that were pending as on 1 April, 2014. During the year, three complaints were received and one complaint was disposed of. As on 31st March, 2015, five complaints are pending, which are being examined. CORPORATE SOCIAL RESPONSIBILITY Corporate Social Responsibility has been the cornerstone of success for your Corporation right from its inception. The Corporation sees itself as an essential part of society and is well aware of its responsibilities beyond financial considerations towards improving the quality of life of the communities at large. A report on your Corporation's CSR activities as per the provisions of the Companies Act, 2013 along with CSR Highlights during the year is attached at Annexure-II to the report. The CSR Policy of the Corporation can be accessed at the website of the Corporation on the link <https://www.iocl.com/aboutus/> ioc_s&csr_policy_07_2015.pdf VIGILANCE The objective of vigilance is to ensure maintenance of the highest level of integrity throughout the Corporation. To achieve this objective, the Vigilance group carries out preventive and punitive action, with greater emphasis on the preventive aspects. During the year, 68 vigilance awareness programmes were conducted, which were attended by about 1,600 employees. In order to promote transparency and efficiency in the working of the Corporation, various initiatives like e-tendering, e-collections, e-payments, file tracking system, etc., have been implemented. PUBLIC DEPOSIT SCHEME The Public Deposit Scheme of the Corporation was closed with effect from 31st August, 2009. The total outstanding deposits as on 31.03.2015 were Rs.55,000/-. The Company has not invited any deposits from the public during the year. CORPORATE GOVERNANCE REPORT Your Corporation continues to adopt the best practices of Corporate Governance to ensure transparency, integrity and accountability in its functioning. The Corporate Governance Report highlighting these endeavours has been incorporated as a separate section, forming part of the Annual Report. MANAGEMENT'S DISCUSSION & ANALYSIS REPORT The Management's Discussion & Analysis (MDA) Report, as required under Corporate Governance guidelines, has also been incorporated as a separate section forming part of the Annual Report. BUSINESS RESPONSIBILITY REPORT The Business Responsibility Report covering initiatives taken with regard to environmental, social and governance perspective has been prepared in accordance with the directives of SEBI and forms part of the Annual Report. AUDIT COMMITTEE The Audit Committee during the year comprised three members, all of whom were Independent Directors. The recommendations made by the Audit Committee during the year were accepted by the Board. The other details of Audit Committee, like its composition, terms of reference, meetings held, etc., are provided in the Corporate Governance Report. SECRETARIAL AUDIT The Secretarial Audit Report for the year 2014-15 confirms that the Corporation has complied with all the applicable provisions of the corporate laws, guidelines, rules, etc. The report, duly certified by a practising Company Secretary, is attached at Annexure-III to the Report. Your Corporation being a Government Company, the selection and appointment of Directors, terms of appointment and the remuneration payable to Directors is decided by the Government of India as per the Government guidelines and not by the Board of Directors. In view thereof, the Corporation has not reconstituted its Remuneration Committee to include the terms provided under the Companies Act, 2013. The performance evaluation of the Directors is also carried out by the administrative Ministry (MoP&NG), Government of India, as per applicable Government guidelines. The above is in line with the exemption provided to Government Companies by the Ministry of Corporate Affairs. CODE OF CONDUCT The Board of your Corporation 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 corporate website. The Directors and senior management personnel have affirmed compliance with the code of conduct. RISK MANAGEMENT Your Corporation has a well laid-down Risk Assessment & Management process. A Risk Management Compliance Board comprising of senior management personnel is headed by Chief Risk Officer, which reviews the various risks associated with the Corporation's business. During the year, in line with the provisions of Clause-49 of the Listing Agreement, a Risk Management Committee comprising Functional Directors has been constituted to oversee the risk management activities. A report would be, thereafter, put up to the Audit Committee and Board. INTERNAL FINANCIAL CONTROLS Your Corporation has adequate internal financial controls for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies; the safeguarding of its assets; the prevention and detection of frauds and errors; the accuracy and completeness of the accounting records; and the timely preparation of reliable financial information, which is commensurate with the operations of the Corporation. The Corporation has a separate Internal Audit department headed by an Executive Director (below Board-level), 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. REMUNERATION TO THE AUDITORS The Office of the Comptroller & Auditor General of India had appointed the Statutory Auditors for the financial year 2014-15. The Auditors' remuneration for the year 2014-15 has been fixed at Rs. 114 lakh plus applicable taxes. In addition, reasonable out-of-pocket expenses at actuals incurred are also reimbursed. COST AUDIT REPORT The Cost Auditors were appointed for conducting the cost audit of Corporation's refineries, lube blending plants, and other units for the year 2014-15. A remuneration of Rs.16.50 lakh and applicable taxes had been fixed by the Board for payment to cost auditors for the year 2014-15, which was ratified by the shareholders in the last AGM. The cost audit for the year 2013-14 was carried out for the various units of the Corporation 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 FY 2014-15 would also be filed within the stipulated time. PUBLIC PROCUREMENT POLICY FOR MICRO AND SMALL ENTERPRISES (MSEs) ORDER 2012 Your Corporation has taken necessary steps for implementation of the Public Procurement Policy of the Government of India for procurement from MSEs. All efforts are being made to procure items specified for procurement from MSEs. Necessary provision has been made in all the tenders stating the eligibility of MSEs to participate in the tender. As against the target of 20% for procurement from MSEs, the actual procurement of your Corporation from MSEs during the year was about 41%. SUBSIDIARIES AND JOINT VENTURES During the year, a new Joint Venture Company, 'Kochi Salem Pipelines Pvt. Ltd.,' between IndianOil & BPCL with equity participation of 50 per cent each, was formed for the purpose of laying the Kochi-Coimbatore-Erode-Salem LPG pipeline. Pursuant to the JV agreement between IndianOil/BPCL/HPCL/MIAL for the purpose of setting up common user integrated aviation fuel infrastructure in Mumbai, your Corporation acquired 25 per cent equity stake in 'Mumbai Aviation Fuel Farm Facility Pvt. Ltd.' during the year. No subsidiary/JV has ceased to exist during the year. As required under the provisions of the Companies Act, 2013, a statement on the performance and financial position of each of the subsidiaries and joint venture companies is provided as an annexure to the Consolidated Financial Statement and is not repeated as part of the Directors' Report to avoid duplication. In accordance with the provisions of the Listing Agreement, your Corporation has framed a policy for determining material subsidiaries which can be accessed on the Corporation's website at the link <https://www.iocl.com/InvestorCenter/> Policy_on_Material_Subsidiary.pdf RELATED PARTY TRANSACTIONS (RPTs) In line with the provisions of the Companies Act, 2013 and the Listing Agreement, a policy on material RPTs has been framed, which can be accessed on the website of the Corporation at link <https://www.iocl.com/InvestorCenter/> Policy_on_Related_Party_Transactions.pdf. Your Corporation has undertaken transactions with related parties during the year. These transactions are in the ordinary course of business and on arm's length basis. As per the RPT Policy, approval of the Audit Committee has been obtained for all RPTs. During the year, there were no material RPTs. The disclosures related to Related Party Transactions in accordance with applicable accounting standards are provided at Note-31 of the standalone financial statement. REPORT ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS In accordance with the provisions of the Companies Act, 2013 and rules framed thereunder, particulars relating to Energy Conservation, Technology Absorption and Foreign Exchange earnings & outgo (on accrual basis) is annexed at Annexure-IV to the report. PARTICULARS OF EMPLOYEES As per the provisions of Section 197 of the Companies Act, 2013 and rules made thereunder, Government companies are exempted from inclusion of the statement of particulars of employees drawing remuneration of Rs. 60 lakh or more per annum, if employed throughout the financial year, or Rs.5 lakh per month, if employed for part of the financial year. The information has, therefore, not been included as part of the Directors' Report. BOARD OF DIRECTORS The following persons ceased to be Directors on the Board of the Corporation:- • Shri A.M.K.Sinha, Director(Planning & Business Development) w.e.f. 01.08.2014 • Shri K.Jairaj, Independent Director w.e.f. 27.08.2014 • Shri Nesar Ahmad, Independent Director w.e.f. 27.08.2014 • Shri Sunil Krishna, Independent Director w.e.f. 27.08.2014 • Shri Sayan Chatterjee, Independent Director w.e.f. 27.08.2014 • Shri PK.Goyal, Director (Finance) w.e.f. 01.09.2014 • Shri Rajive Kumar, Govt. Nominee Director w.e.f. 01.12.2014 • Shri M.Nene, Director(Marketing) w.e.f. 01.01.2015 • Shri V.S.Okhde, Director(Pipelines) w.e.f. 01.02.2015 • Dr. S.C.Khuntia, Govt. Nominee Director w.e.f. 16.06.2015. • Smt. Shyamala Gopinath, Independent Director w.e.f. 25.06.2015 • Shri Shyam Saran, Independent Director w.e.f. 25.06.2015. The following Directors were appointed on the Board of the Corporation:- • Shri Debasis Sen, Director(Planning & Business Development) w.e.f. 15.09.2014 • Shri A.K.Sharma, Director(Finance) w.e.f. 27.10.2014 • Shri Verghese Cherian, Director (Human Resource) w.e.f. 06.01.2015 • Shri Anish Aggarwal, Director (Pipelines) w.e.f. 01.02.2015 • Dr. Archana Mathur, Govt. Nominee Director w.e.f. 29.05.2015 • Shri A.P Sawhney, Govt. Nominee Director w.e.f. 22.07.2015 The Corporation has received a 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 Clause 49 of the Listing Agreement. A separate meeting of Independent Directors was held as per provisions of the Companies Act, 2013 and Listing Agreement. During the year, 13 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 are not repeated here to avoid duplication. No significant and material orders were passed by the regulators or courts or tribunals, which impact the going concern status of the Company and its operations in future. 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 such complaint is reviewed by the Competent Authority or Chairman of the Audit Committee. The confidentiality of those reporting violations shall be maintained and they shall not be subjected to any discriminatory practice. No employee has been denied access to the Audit Committee. The policy on Vigil Mechanism/Whistle-Blower can be accessed on the Corporation's website at the link <https://www.iocl.com/> InvestorCenter/Whistle_Blower_policy.pdf DETAILS OF LOANS/INVESTMENTS/GUARANTEES Your Corporation has provided Loans/Guarantees to its Subsidiaries/Joint Ventures and has made investments during the year in compliance with the provisions of the Companies Act, 2013. Thestdetails of such investments made and loans/guarantees provided as on 31st March, 2015, are given in the standalone financial statements under Notes 14, 28 & 36. EXTRACT OF ANNUAL RETURN As required under the provisions of the Comsptanies Act, 2013, the extract of Annual Return for the financial year ended 31st March, 2015 in the prescribed form MGT-9 is attached at Annexure-V to this report. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under clause (c) of sub-section (3) of Sec.134 of the Companies Act, 2013 with respect 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 along with proper explanation relating to material departures; (b) the Directors had selected such accounting policies and applied them consistently and made judgments 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 sincere appreciation for the dedicated efforts made and valuable services rendered by the members of the IndianOil family in the Corporation's achievements during the year 2014-15. The Board would also like to thank the Government of India, particularly the Ministry of Petroleum & Natural Gas, and the various State Governments, regulatory and statutory authorities for their valuable guidance and support. The Board is grateful to all its stakeholders like bankers, investors, customers, consultants, technology licensors, contractors, vendors, etc, for their continued support and confidence reposed in the Corporation. The Board wishes to place on record its appreciation of the valuable guidance and significant contribution made by Shri A.M.K.Sinha, Shri P.K.Goyal, Shri Rajive Kumar, Shri M.Nene, Shri V.S.Okhde, Dr. S.C.Khuntia, Smt. Shyamala Gopinath and Shri Shyam Saran during their tenure on the Board. For and on behalf of the Board (B. Ashok) Chairman Place : New Delhi Dated :22nd July, 2015 |