Cil Annual Report 2021

Castrol India Limited

44th Annual Report
January – December 2021
MAKING
TOMORROW
BIGGER
Annual Report 2021
1st Floor, Technopolis Knowledge Park,

Mahakali Caves Road, Andheri (East),
Mumbai – 400 093, Maharashtra, India
www.castrol.co.in
Castrol India Limited Annual Report 2021 - Overview
CORPORATE INFORMATION
BOARD OF DIRECTORS COMPANY SECRETARY & REGISTERED OFFICE

COMPLIANCE OFFICER
R Gopalakrishnan 1st Floor, Technopolis Knowledge Park,
Independent Director & Hemangi Ghag Mahakali Caves Road,
Chairman Andheri (East),
Mumbai – 400 093
Uday Khanna AUDITORS
Independent Director CIN: L23200MH1979PLC021359
Deloitte Haskins & Sells LLP.
Sangeeta Talwar Chartered Accountants Tel: +91-22-6698 4100
Independent Director Fax: +91-22-6698 4101
Rakesh Makhija BANKERS investorrelations.india@castrol.com

Independent Director
www.castrol.co.in
Sashi Mukundan Deutsche Bank
Nominee Director
HDFC Bank Ltd.
REGISTRAR AND
A S Ramchander TRANSFER AGENT
The Hongkong and Shanghai
Nominee Director
Banking Corporation Ltd.
Udayan Sen Link Intime India Private Limited
Nominee Director State Bank of India C-101, 247 Park,
LBS Marg, Vikhroli (West),
Sandeep Sangwan Citibank N.A. Mumbai – 400 083
Managing Director
DBS Bank Ltd. Tel: +91-22-4918 6000
Deepesh Baxi Fax: +91-22-4918 6060
J P Morgan Chase Bank N.A.
Chief Financial Officer &
Wholetime Director Toll-free number: 1800 1020 878
Standard Chartered Bank
Mayank Pandey rnt.helpdesk@linkintime.co.in
Wholetime Director
www.linkintime.co.in
(w.e.f. 9 August 2021)
CONTENTS
OVERVIEW REPORTS FINANCIALS
Message from Managing Director 01 Management discussion and 14 Balance sheet 88
Board of Directors 02 analysis report Statement of profit and loss 89
Leadership team 06 Financial highlights 23 Cash flow statement 90
Our response to COVID-19 07 Board’s report 25 Notes to financial statements 93
Accelerating digital transformation 09 Corporate governance report 50

Powerful brands 11 Business responsibility report 66 NOTICE FOR ANNUAL 133
Awards and accolades 13 Auditor’s report 80 GENERAL MEETING
MESSAGE FROM THE MANAGING DIRECTOR
Dear Shareholders,
The continued onslaught of COVID-19 made 2021 a uniquely

challenging year. India was hit hard by the second wave
of the pandemic in March 2021, which also affected your
Company’s 2Q performance. Overall, the year was marked by
rising inputs costs and supply chain bottlenecks, which put
pressure on our margins.
Despite these challenges, the Castrol India team demonstrated

remarkable resilience and delivered its highest-ever revenue till
date of Rs. 4,192 Crores in 2021, marking a growth of 40% over
2020. Further, we delivered strong volumes in 2021 bringing
back our market share to 2019 pre-pandemic levels.
What did your Company do differently in 2021? We leveraged Advancing our sustainability agenda in India, we introduced
multiple growth opportunities through the expansion of targeted interventions in our operations, packaging, and
independent workshops, launch of premium branded products, distribution, with a focus on saving waste, reducing carbon, and
and introduction of new formats such as the Castrol Auto improving people’s lives. On the social front, our engagement
Service centers and Castrol Express Oil Change outlets. We with truck drivers and independent auto mechanics over
not only invested in our brands, but we also strengthened our the years, including our recent efforts to bring COVID-19
service & maintenance offerings to customers and scaled up awareness, and community vaccination drives, helped us forge
adjacencies in the automotive aftermarket. an even stronger bond with them. Your Company’s efforts
were acknowledged by the British Business Group, Delhi, who
In 2021, we implemented the single biggest change to our B2C awarded us with the 2021 'Excellence in CSR award' for our
sales model in over twenty years by introducing a new route- programmes: Castrol Eklavya and Castrol Sarathi Mitra.
to-market approach. This was aimed at bringing in higher sales
force efficiency, enhancing productivity and digitalizing our All these achievements reflect the power and salience of the
business processes to make our operations more agile. Castrol brand and the relentless hard work of the Castrol
India team. We delivered these results while looking after
As industry leaders in the lubricants space, Castrol India our people, enabling vaccination for our employees &
is continuously evolving to be future-ready. In 2021, your contractors, and ensuring that everyone was safe and well
Company was one of the first players in India to launch new during testing times. With vaccination rates going up in India
products with BS-VI ready technology for both passenger and the economic environment moving towards normalcy,
cars and commercial vehicles. To cater to the rapidly growing we remain confident of the long-term growth opportunities
electric vehicle (EV) segment, we are exploring options with for Castrol India.
two-wheeler EV manufacturers for developing EV fluids. At
the same time, we continue to supply EV fluids to two leading I sincerely thank all our employees, shareholders, distributors,
passenger car OEMs in India. We are also supporting India’s customers, and wider stakeholders for their continued trust
growing EV eco-system by collaborating with existing and new and support. We will continue to strengthen our business by
partners. exploring avenues for future growth and offering sustained
value and returns to our shareholders and the wider society.
2021 saw your Company get external recognition for safety,
quality, regulatory compliance, consistent delivery, and
performance. Castrol India was conferred with the ‘Ramp Up
Agility’ award by a leading OEM for enabling supply continuity
for its ICE & Electric Car manufacturing operations. Further, the
Castrol plant at Paharpur was awarded by the Indian Chamber
Sandeep Sangwan
of Commerce with its prestigious National Occupational Health Managing Director,
& Safety Awards for 2021. Castrol India Limited
1
BOARD OF DIRECTORS
R Gopalakrishnan
Chairman
R. Gopalakrishnan (Gopal) is an Independent Director & Non-Executive Chairman for

Castrol India Limited. He is also an Independent Director for the Press Trust of India
(PTI). He brings with him an extensive corporate experience of nearly 55 years, of
which 31 years were with Hindustan Lever Limited (HLL) / Unilever and 18 years with
the Tata Group. He has a rich experience of over 34 years of serving across the boards
of several companies.
Notable roles that Mr. Gopalakrishnan has held in his corporate career include that of
Chairman of Unilever Arabia, based in Jeddah and Managing Director of Brooke Bond
Lipton India, based in Bengaluru. He has also served as the Vice Chairman of HLL and
Executive Director of Tata Sons Limited and other Tata companies.
He is passionate about mentoring start-ups and enjoys mentoring corporate managers through his talks and writing. He is
actively engaged in motivational speaking and has delivered over 100 keynotes in India and abroad. Mr. Gopalakrishnan
is also a prolific management writer and has authored 17 books and penned several newspaper columns and discourses
on a variety of corporate topics.
He studied Physics at St. Xavier’s College, Kolkata and did his Engineering from the Indian Institute of Technology (IIT),
Kharagpur. Later, he completed an Advanced Management Program at the Harvard Business School, USA.
Uday Khanna
Uday Khanna is a Chartered Accountant and an Independent Director on the board of

Castrol India Limited.
Mr. Khanna has served as the Managing Director & CEO of Lafarge India from July 2005
to July 2011. He had joined the Lafarge Group at its headquarters in Paris in June 2003
as Senior Vice President for Group Strategy. Prior to that, he worked for almost 30 years
with Hindustan Lever Limited / Unilever in a variety of financial, commercial, and general
management roles both in India and international markets.
His last role at Unilever was as Senior Vice President, Finance, Unilever Asia, based in
Singapore. Mr. Khanna has earlier been on the Board of Hindustan Unilever Limited as Director Exports, after having
served as Financial Controller and Treasurer of the company. He also worked as Vice Chairman of Lever Brothers in Nigeria
and General Auditor for Unilever North America based in the USA and as Non-Executive Chairman of Bata India Limited.
Mr. Khanna has been the President of the Indo-French Chamber of Commerce & Industry from 2008 to 2009, and the
President of the Bombay Chamber of Commerce & Industry from 2012 to 2013.
2
BOARD OF DIRECTORS
Sangeeta Talwar
Sangeeta Talwar is an Independent Director on the board of Castrol India Limited. In

a career spanning 30+ years, Mrs. Talwar has worked for several large corporations
in Europe, America, and Asia. She brings with her multi-disciplinary experience across
Marketing, Sales, Human Resources and General Management.
During her early years with Nestlé India, she helped craft, create, launch, and establish
Maggi Noodles. She went on to hold several senior roles at Nestlé including Regional
Sales Head, Vice President Human Resources and Marketing Director. She also worked at
Nestlé’s global headquarters in Switzerland as a Strategic Advisor.
After Nestlé, she joined Mattel India as the CEO & Managing Director. Subsequently, she moved to Tata Tea as an
Executive Director and was appointed as President South Asia for the consolidated Tata Global Beverages. During her
tenure, Tata Tea became the largest tea brand in India and also won international acclaim for its ‘Jaago Re’ campaign.
Mrs. Talwar also worked in the social sector as the Managing Director of NDDB Dairy Services and spearheaded
the design and establishment of an innovative business model for creating sustainable livelihood for dairy farmers
in rural India.
She is the recipient of several distinctions including, ‘Business Today 30 Most Powerful Women in Indian Business’. She
now serves as an Independent Director on the boards of several large companies in sectors such as FMCG, Fashion,
Energy, Education and Automobiles. She is a qualified Leadership Coach and is a passionate speaker on Diversity.
She holds a graduate degree in Economics and an MBA from the Indian Institute of Management (IIM), Kolkata. She has
also completed an Executive Program from the Wharton School, USA.
Rakesh Makhija
Rakesh Makhija is an Independent Director on the board of Castrol India Limited. He also
serves as an Independent Director on the Board of Axis Bank Limited (since 2015) and as
the Non-Executive Chairman of Axis Bank since July 2019. Mr. Makhija also serves on the
Board of A.TREDS Limited.
During his career spanning over four decades, Mr. Makhija has been an active contributor
to the Industrial and Technology sectors, both internationally and in India. Mr. Makhija
has held several top management positions within the SKF Group. He was the President
for the Industrial market (Strategic industries) and a member of the SKF Group executive
committee, based in Gothenburg, Sweden.
Prior to that, Mr. Makhija was President of SKF Asia with overall responsibility for China and India, based out of
Shanghai. He served as the Managing Director of SKF India from 2002 to 2009. He was the recipient of the prestigious
‘CNBC Business leader award for Talent Management’ in 2007.
Before joining SKF, Mr. Makhija was the CEO & Managing Director of Tata Honeywell Limited. He was subsequently
appointed as the Country Manager & Managing Director of Honeywell International, with responsibility for South Asia.
Prior to Honeywell, Mr. Makhija worked with Kinetics Technology International BV (now Technip), a process engineering
and contracting company in the Netherlands for over eight years.
Mr. Makhija is a Chemical Engineer from the Indian Institute of Technology (IIT), Delhi.
3
BOARD OF DIRECTORS
Sandeep Sangwan
Managing Director
Sandeep Sangwan is the Managing Director of Castrol India Limited since January 2020.
He joined bp Plc in April 2012 and has held various national and international leadership
roles for key markets in Europe, Asia, and Africa.
Sandeep brings with him extensive experience in business transformation, sales, and
marketing and is passionate about building brands, driving growth, and building high
performance teams.
Prior to joining bp, he worked with Gillette and P&G for over 20 years in India, the Middle
East, China, and Europe, where he held several leadership roles in sales, marketing, and
P&L delivery.
He is an alumnus of the Indian Institute of Management (IIM), Lucknow and Regional Engineering College (NIT), Kurukshetra.
Deepesh Baxi
Chief Financial Officer & Wholetime Director
Deepesh Baxi is a finance professional with 25+ years of industry experience, of which he
has spent 18 years at bp Plc. Deepesh is currently the Chief Financial Officer & Wholetime
Director of Castrol India Limited (CIL). He and his team work closely with the Castrol India
business to develop and deliver long term strategy and maintain a robust accounting,
control & compliance environment. Deepesh is also responsible for strengthening
relationships with CIL’s investors, analysts, and bankers. Prior to this role, Deepesh worked
as Financial Controller for Castrol’s global business.
At bp, Deepesh has worked in the UK and Asia Pacific in Global, Regional and Country
Leadership roles spanning across Finance, Strategy, Planning, Internal Audit, Risk
management, Compliance and Business Transformation. Prior to joining bp, Deepesh worked with international
consulting organizations for 7 years, where he was responsible for internal and external audits, M&A, and financial due-
diligence projects.
Deepesh is a Chartered Accountant and was awarded 'CXO of the Year' in January 2020 by the Institute of Chartered
Accountants of India (ICAI). He is also an alumnus of the Indian Institute of Management (IIM) Ahmedabad and a
Certified Internal Auditor (CIA) from the Institute of Internal Auditors, USA.
Mayank Pandey
Wholetime Director
Mayank Pandey has over 20 years of industry experience, of which he has spent the last
14 years at bp, having joined Castrol in September 2007. Mayank heads Supply Chain
operations for India and is responsible for developing and implementing a robust Supply
Chain strategy to enable business growth for Castrol India and operate a safe, reliable,
and efficient supply chain.
Prior to this role, he worked as the Supply Chain Planning Head for Castrol Europe. In his
earlier roles, Mayank has led Supply Chain Strategy & Transformation for Castrol China,
led Supply Chain Operations for Castrol North Asia (Japan / Korea) and supply chain
logistics & planning team lead roles with Castrol India. He is passionate about building
high performance teams and driving customer centricity.
Mayank’s professional experience spans lubricants, business consulting, paints, and the engineering industry. Prior to
joining bp, Mayank has worked with the Tata Strategic Management Group, Asian Paints and Larsen & Toubro (L&T) in
various roles spanning business strategy, procurement, logistics and manufacturing.
Mayank is an MBA from the SP Jain Institute of Management, Mumbai and a Mechanical Engineer from the Harcourt
Butler Technological Institute.
4
BOARD OF DIRECTORS
Sashi Mukundan
Nominee Director
Sashi Mukundan is the President, bp India and Senior Vice President, bp Group. He
leads the gas and low carbon energy business in India, in addition to overseeing the
wider operations of all bp group companies in the country. He is a senior member of the
bp leadership team and is on the boards of India Gas Solutions Ltd., Reliance BP Mobility
Limited, Castrol India Limited and BP Exploration (Alpha) Ltd. He was closely involved
in forging the landmark partnership between bp and Reliance Industries Limited across
the entire gas value chain.
Sashi is the Chairman of the National Committee on Hydrocarbons of CII (Confederation

of Indian Industry). With nearly 40 years of experience in strategic planning, finance,
business development, and operations in a variety of assignments in the U.S. and Asia, he is currently responsible for
strengthening bp’s portfolio in India.
Sashi holds a BS degree in Physics and an MBA in Marketing from Mumbai University. After completing his studies in
India, he went to the U.S. and obtained an MBA in Finance.
A.S. Ramchander
Nominee Director
A.S. Ramchander (Ram) has over 35 years of experience in marketing, P&L

management, strategy, sales, technology, and commercial development. He is
currently the Chief Marketing Officer of Castrol globally, reporting to the CEO and
is based out of the UK. As Castrol’s head of global marketing, Ram is responsible for
leading the marketing function in one of the top sales and marketing businesses in
bp Plc’s Customers & Products portfolio. Having worked in Hong Kong, Singapore,
India, and the UK, Ram brings with him strong cross-cultural leadership competencies
and global interpersonal skills.
Ram has served as an Executive Director on the board of Castrol India Limited for over
4 years and has a rich experience in corporate governance, business leadership and external stakeholder management.
Currently, he is a Non-Executive Director on the board of Castrol India as a shareholder nominee. He also serves in an
advisory capacity on the board of companies where bp is a venture investor in the UK and USA.
Ram holds a degree in Chemical Engineering, and a post-graduate qualification in marketing and management.
Udayan Sen
Nominee Director
Udayan Sen is a finance professional with 30 years of industry experience, of which

he has spent the last 23 years at bp Plc. Prior to joining Castrol India in 1999, Udayan
worked with ITC Limited where he joined as a Management Trainee (1992 – 1995) and
later with Unilever India (1995 – 1999).
Udayan has worked across four continents in corporate and regional roles spanning
Finance, Strategy & Planning and New Markets Business Development. His last role was
CFO for ASPAC Fuels & Air bp, based in Melbourne, Australia. He took on the role of
Global CFO for Castrol in January 2020 and is based out of the UK.
Udayan has an open and inclusive leadership style with a passion for people and
relationships. He is recognised for leading the business and finance agenda by working closely with stakeholders across
functions and geographies.
He holds a Bachelor of Commerce (Honours) degree from St. Xavier’s College, Kolkata (1989) and is a member of the
Institute of Chartered Accountants of India (1992). Udayan is an ardent fan of cricket and never misses an opportunity
to play if an invite comes along the way.
5
LEADERSHIP TEAM
Sandeep Sangwan Bhairavi Popat Deepesh Baxi Maria P Valles

Managing Director Vice President - Customer Chief Financial Officer Vice President - People &
Excellence & Operations Culture
Saugata Basuray Rajeev Govil Jaya Jamrani

Vice President - B2C Sales Vice President - B2B Sales Vice President - Marketing
Rajesh Madathingal Saswati Panigrahi Mayank Pandey

Head - Technology Head - Communications Vice President - Supply Chain
Siddharth Shetty Sagar Vira

Managing Counsel Vice President - Industrial Sales
6
#INTHISTOGETHER - OUR RESPONSE TO THE COVID-19 PANDEMIC
Phase 1 of the #InThisTogether campaign focused on enabling COVID-19 vaccination registration for non-tech savvy trade, mechanics and
consumers. Through various Castrol apps, our teams reached out to 450,000+ stakeholders and supported them to get registered and also
receive both doses of the vaccine.
To complete their vaccination and address vaccine hesitancy, fully vaccinated mechanics were incentivized with two complimentary 1 litre
packs of Castrol Activ. The Fast Scan App was used to nudge them through intra community word of mouth awareness and recognition on
social media, thereby positively influencing more than 50,000 mechanics to get themselves vaccinated.
7
#INTHISTOGETHER - OUR RESPONSE TO THE COVID-19 PANDEMIC
Phase 2 of #InThisTogether endeavored to rebuild mechanics' livelihoods at Castrol India’s Independent Workshops (IWS) by reviving
customer footfalls and re-instilling customer confidence. 1,500 IWS were provided with dispensers for hand santizers and counter shields.
To address vaccine hesitancy, we organized multiple sessions with our plant staff, contractors, and communities neighboring our plants at
Patalganga, Silvassa and Paharpur. Administrators, officials, and medical practitioners shared their expert opinions and guidance on vaccine
protection and COVID-19 appropriate behaviour.
8
ACCELERATING DIGITAL TRANSFORMATION
The Castrol FASTSCAN app served as a powerful engagement tool and supported over
500,000 mechanics using the platform with the vaccination registration process by
directing them to relevant and credible resources.
The Castrol SMART application enables our

sales force of 1,000+ to have meaningful
conversations with retail store owners and
The Castrol FASTLANE application enables indirect customers to place orders at any IWS. By providing historical data and access to
time and from any location. Features like secure password-less entry, new product rich analytics at the point of capturing orders,
updates, current offers, and purchase history have attracted over 20,000 active the app has helped improve sales productivity
customers. and customer satisfaction.
Personalized and curated programs like Castrol Royals continue to build advocacy amongst franchise workshop dealers enabling them to focus
on technological innovation and business growth. The Industrial Sales team partnered with the Nanyang Technological University, Singapore to
conduct a series of online courses on Industrial Robotics, Industrial IoT and Sustainability in Manufacturing for Castrol Royals distributors. These
three sessions were conducted by professors from the School of Mechanical and Aerospace Engineering.
9
ACCELERATING DIGITAL TRANSFORMATION
The Castrol DIGICLAIM portal has significantly reduced

manual intervention in scheme and claim processing,
A series of capability development programs such as Red Carpet, Profit thereby reducing time spent on non-value addition
Manager and Tele-skills upskilled and engaged service advisors and activities and releasing working capital for customers
managers of franchise workshop customers. and channel partners.
The Service Optimizer 99+ (SO99+) launched in March 2021, helped to successfully digitalize our Supply Chain replenishment capability
through advance demand and supply planning. The system provides various important, collaborative, and flexible functionalities like
Demand Collaboration Hub and helps in optimizing the inventory deployment by better demand forecasting accuracy and Multi-echelon
Inventory Optimization.
Over 35,000 car and bike mechanics engaged with

the Castrol Super Mechanic Academy, gaining access
to live sessions with experts, training sessions in Castrol’s HEADSTART technical webinars kept heavy duty customers updated
regional languages and a library of recorded sessions on the best practices in lubrication, leading to increased brand salience.
on automotive technology, service and maintenance.
10
POWERFUL BRANDS. POWERFUL PERFORMANCE.
Castrol POWER1 ULTIMATE roped in Bollywood actor, Tiger Shroff, to establish rapid brand awareness and performance imagery among
the youth. The new campaign plans to reach over 50 million biking enthusiasts on key digital platforms.
The new Castrol MAGNATEC, India’s widest range of fully synthetic, BS-VI ready engine oils with the latest performance specifications was
launched in 2021 to meet low-SAPS requirement for BS-VI cars and SUVs. Widely promoted through on-ground promotions and digital
media, it generated awareness about the new engine oil requirements of BS-VI engines and Castrol MAGNATEC’s superior product offering.
11
POWERFUL BRANDS. POWERFUL PERFORMANCE.
Castrol launched the fourth edition of the

country’s largest mechanic skilling initiative
'Castrol Super Mechanic Contest' with the
Castrol POWER1 ULTIMATE associated with high performance-oriented theme of #SeekhengeJeetengeBadhenge. This
properties like All India Xbhp road trip united, web series Cruising Legends contest, which salutes the passion and the spirit
and sports movie TOOFAAN, to establish itself as a premium performance of mechanics who keep India moving, onboarded
4T engine oil brand. These integration initiatives helped the brand connect 140,000+ mechanics in the first phase, of which
with biking enthusiasts across the country, resulting in a combined reach nearly 24,000 shortlisted participants received
of 25 million on digital, thus maximizing top of mind recall for Castrol advanced certified training from the Automotive
POWER1 ULTIMATE. Skill Development Council, India.
Castrol Activ launched a new marketing campaign

'#3XProtectionKeepsEngineFit' featuring 3 distinct
ad films across a mix of television, digital and OTT Under Castrol CRB Turbomax, the 'Chance to Win Gold Coin' campaign
platforms, to complement its strong on-ground was launched involving a 360-degree deployment of the ‘Dhan Aasana’
execution. The films demonstrated Castrol Activ’s initiative and a TV campaign, to build large scale awareness. This ably
superior protection to bike engines and how it shields supported the strong on-ground activity reaching 50,000+ consumers
them from excessive sound, heat, and stress. and influencers in focus markets across the country.
12
AWARDS AND ACCOLADES
GOTS (Global Organic Textile Standard) certification audit

In July 2021, Castrol India’s flagship CSR programs - Castrol Eklavya was successfully completed for the Silvassa plant pertaining
for upskilling of mechanics and Castrol Sarathi Mitra for the holistic to products Tribol BW 22 and Tribol BW 32, thereby ensuring
development of truck drivers - were recognized for ‘Excellence in CSR’ by organic status of textiles through environmentally and socially
the British Business Group Delhi. responsible manufacturing.
The Ford Q1 certification, a highly coveted award reflecting strong quality standards, processes and focus on customer service, was successfully
renewed for the Silvassa plant in July 2021 – making it the only lubricants plant in Asia to win the prestigious award. In March 2021, the plant
had successfully completed the annual Q1 manufacturing site assessment with all elements in “Green” and completed Materials Management
Operating Guidelines/Logistic Evaluation (MMOG/LE), a mandatory sub-requirement for Ford Q1 with “Rating A”.
The Paharpur plant was conferred the Indian

Chamber of Commerce Health & Safety
Castrol India was awarded the Tata Motors Supplier Awards 2021 for 'Ramp Up Silver Award 2021 by the Hon’ble Minister
Agility', for its contribution towards ensuring supply security for Tata’s ICE and for Labour, Government of West Bengal for
Electric Car manufacturing operations. utmost commitment to health and safety.
13
Castrol India Limited Annual Report 2021 - Reports
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management
Discussion and Analysis Report covering business performance and outlook (within limits set by Company’s competitive position)
is provided below:
THE COMPANY’S RESPONSE TO THE COVID-19 equipment to government hospitals across 3 states in the
PANDEMIC country. We also launched a COVID-19 vaccination support
and awareness programme along with a vaccination drive for
In 2021, the world continued to reel under the threat of the communities around our areas of operation and presence.
coronavirus. The second wave of the COVID-19 pandemic hit Castrol India Limited made a social investment of around Rs.
India hard, and as a company, we were faced with several 21.2 Crores in 2021, collaborating with various national and local
challenges and disruptions. Castrol India Limited managed this stakeholders to ensure sustained interventions.
unprecedented situation with three clear objectives:
Business continuity plans: The Company activated business
• Protecting our employees,
continuity plans to respond effectively to the constantly
• Supporting our communities, and
evolving situation. Response plans were developed and
• Protecting the financial health of our business
continually monitored to protect the health and long-term
sustainability of the company.
Employees: All employees, except the employees working in
plants and those managing business critical activities, worked
INDUSTRY STRUCTURE AND DEVELOPMENTS
from home. The Company created safe operating guidelines
for its sales teams and standard operating procedures for India is amongst the top three lubricant markets1 of the world
staff at its three manufacturing plants, following government and accounts for 6 to 7% of the global lubricant demand1. India
advisories and guidelines. The Company activated a Site Task is seen as a market with immense potential for lubricant growth
Force (STF) at its plants to provide all possible assistance to in an otherwise flat volumetric global lubricants industry1.
staff. Guidelines for safe operations during COVID-19 were
deployed at all plants to ensure safeguards for the wellbeing India’s lubricant market operates in three broad segments:
of our people on the frontline. The Company kept teams Automotive, Industrial and Marine. All three segments include
informed and well engaged, and offered them psychological, players from National Oil Companies, international oil majors,
ergonomic and IT support to work comfortably from home and several local companies. Castrol India Limited operates
and safeguard their health. across all three segments and holds a leading position in
the retail automotive segment, with notable presence in
Customers: The Company ensured business continuity specialized industrial fluids.
and fulfilled customer demands during this period despite
several logistic challenges. Teams were deployed to connect Demand drivers
with the customers virtually and conducted several virtual
technical training programmes for them. Sanitization Lubricants play a major role in reducing friction generated
services were offered complimentary to franchise and by metal-to-metal contact. It also helps in reducing noise
independent workshops nationally which prepared them to and heat generated in metal parts, such as engines in the
restart their business. automotive industry and cutting or honing parts in industrial
applications, as well as in protecting metal parts from
Communities: As a responsible corporate citizen, the corrosion and wear & tear. Automotive vehicles require
Company committed its support as part of a country wide engine oils, transmission fluids, brake fluids, hydraulic oils
COVID-19 response. During the second wave that hit India and greases, while industrial and manufacturing applications
hard, the Company continued to support the government’s require lubricants for metal working, rust preventives, and
efforts by providing oxygen concentrators and critical medical coolants in addition to process oils.
14
India’s automotive industry is the world’s fourth largest vehicle Major industry developments
market1 and the growing demand for vehicles is driving
demand for automotive lubricants, along with increased Overall lubricants market
usage of vehicles. Commercial automotive usage correlates
with rising economic activity. Technological advancement in In 2021, post the second wave of the pandemic, economic
automotive hardware design is leading to demand for more recovery picked up and there was a steady expansion in the
efficient and premium lubricants. Demand for industrial manufacturing and services sectors. Mobility across sectors
lubricants arises from various industries such as Automotive, such as retail & recreation and workplace also picked up a
Wind, Power, Process Industries like Steel, Cement and general steady pace. New vehicle sales grew as compared to 2020,
engineering, manufacturing etc. and is also linked to increased however total sales remained below 2019 pre-covid levels for
economic activity. all vehicle categories2. As part of the 2021 Union Budget, the
Government of India announced a new vehicle scrappage
Supply drivers policy3, which was later tabled in the Parliament. The policy
aims to phase out cars and commercial vehicles older than
Lubricants are manufactured by blending base oils 15 to 20 years to slash urban pollution levels and stimulate
with additives. This blending involves highly advanced automotive sales, which slowed down during India’s post-
formulations as per the specific purpose the lubricant serves, COVID-19 recovery phase. Additionally, the vehicle scrappage
as well as in line with specifications from Original Equipment policy will also stimulate demand for OEMs and encourage
Manufacturers (OEMs) and industry norms. India is a net base fuel-efficient, environment-friendly vehicles, thereby reducing
oil deficit market leading to large scale import of base oils and vehicular pollution and oil import costs.
additives. This exposes the lubricants business to fluctuations
While lubricant offtake in 2021 grew over 2020, it continued
in foreign exchange rates and supply chain disruptions.
to remain below 2019 levels. Automotive lubricants offtake
dipped sharply in Q2 2021 but saw a steady recovery. The
recovery was led by personal mobility, while offtake build up
for commercial vehicles remained sluggish.
In 2021, the Castrol Auto Service (CAS) network expanded to 94 centers in more than 40 cities enabling our customers to grow their
business and offer specialized services to their clients.
1
Automobile Industry in India, Indian Automobile Industry, Sector, Trends, Statistics (ibef.org)
2
Auto retail grows 34% year-on-year in July but still lags pre-pandemic sales levels - The Economic Times (indiatimes.com)
3
Vehicle Scrappage Policy 2021: Expectations And Challenges | IBEF 15
Impact of foreign exchange, crude oil, and raw operations or operate at lower levels which in turn impacted
material prices base oil availability across the world with the highest impact
seen in Asia Pacific.
2021 witnessed a continued rise in crude prices reaching
up to USD 74.75 bbl mark in December4. While forex For the first time, base oil prices surged to record high
remained range bound, it lost some value especially during premiums to crude and diesel in response to unexpectedly
the last quarter of the year. The Indian economy saw month tight supplies. COVID-19 caused additional challenges on sea
on month revival, however supply chains faced one of the logistics impacting supplies and imbalance between demand-
most unprecedented challenges on account of rising inputs supply and geopolitics continued to impact both availability
cost. Base oil prices touched a record high in the first half of and prices of multiple raw materials.
the year due to lower refinery operating levels and for the
first time, they were competing with fuel prices across the The following graph indicates the trend of crude prices and
world. Lower fuel demand forced refiners to either shut their Rupee/USD for 2021.
Brent crude & forex trend 2021

85 76
75
Exchange Rs/USD
Crude $bbl
74
65
55 72
Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21
Crude Exchange
The following graph indicates the trend of base oil price

movement from 2020 to 2021.
BO Rates USD/MT
1400
1200
1000
800
600
400
200
0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
2020 2021
Despite a highly uncertain and challenging business The Company worked on a best value purchase model and
environment, the Company continued to generate value value-based inventory management, keeping a close watch on
for its investors through strategic sourcing, leveraging term cash costs, and working capital.
contracts, value improvement initiatives, extensive focus on
service and quality as well as continuous monitoring of costs.
16 4
Oil prices - historical Brent Oil data (livecharts.co.uk)
OPPORTUNITIES AND THREATS • Advanced energy solutions: Apart from mobility, new age
energy storage solutions are also an emerging area. The
Opportunities Company is working with collaborators in this field for
lubricant solutions to meet this need.
• Personal mobility: With the growth of new segments such
as SUVs, increasing usage of passenger vehicles in smaller • New channels: Digitally enabled service ecosystems are
towns and a high percentage of personal vehicle owners an emerging business opportunity. Acceleration in digital
being first-time users, the Company is tapping these has been aided by the COVID-19 pandemic. The Company
segments through product innovations and sustained brand forged new relationships on this front to strengthen reach
building campaigns. amongst consumers.
• With the adoption of BS-VI specifications, the need for • Digital initiatives: Building on its digitalization strategy, the
advanced engine oils is expected to rise. The Company is well Company continued digital initiatives such as FASTSCAN,
positioned through BS-VI compliant offerings across categories FASTLANE and Castrol SUPER MECHANIC online academy
to leverage this opportunity. including training programmes to offer a premium
experience to customers and consumers.
The Castrol FASTLANE app enables indirect customers to place orders

securely at any time and from any location.Castrol FASTSCAN has also
supported 500,000 mechanics with vaccination registration.
The all-new BS-VI compliant range of Castrol MAGNATEC is
available in four variants which will help meet automotive OEMs
recommendations for thinner grade lubricants. Threats
• Economic uncertainty due to the COVID-19 pandemic:

• Improving technology in trucks: With stricter emission While GDP has grown in 2021 over 2020 and recovered to
norms resulting in newer technologies for trucks, the CI4+ 2019 levels in Q3 2021, uncertainty over sustained growth
segment is the fastest-growing segment in the commercial momentum remains around concerns on the impact of the
vehicle category. The Company focused on this segment next wave of the COVID-19 pandemic.
with sustained brand building efforts and launched four
BS-VI ready variants for Castrol CRB Turbomax and CRB • Competitive activity: Competition in the lubricants market
Minitruck under CK4 specifications. is intense and is likely to remain high in the foreseeable
future. There is a rising trend of OEMs introducing
• Agricultural sector: With growing farm mechanization in the lubricants under their own brand name, further impacting
Indian agricultural sector, the Company ensured augmented the competitive landscape.
availability of its heavy-duty lubricants and tractor oils, along
with farmer connects through rural activations. • Electrification: India’s passenger mobility segment is
evolving with a growing electric vehicle (EV) market. While
• Original Equipment Manufacturer (OEM) alliances: The the EV market grows, the long-term demand for internal
Company has built enduring associations with leading combustion engines (ICE) is also here to stay. EV’s also
heavy duty equipment manufacturers and passenger vehicle require transmission fluids, greases, and coolants and
OEMs. It also continued alliances with two car OEMs for Castrol is well positioned to cater to the EV segment and
supply of electric vehicle (EV) fluids in India. explore new business opportunities, while strengthening its
existing business in ICE.
17
PRODUCT-WISE PERFORMANCE
Automotive lubricants
The Company continued to drive premiumization and

synthetization in the personal mobility segment, despite
a challenging operating context. The Company pursued
growth opportunities and launched new products for cruiser
bikes (Castrol Activ Cruise) and full synthetic performance
oils in the premium segment for two-wheelers (Castrol
Castrol is collaborating with Ki Mobility Solutions to leverage their
POWER1 ULTIMATE). physical and digital reach of more than 400,000 customers and 1,500+
partner garages across 16 Indian cities
In passenger car oils, the Company drove synthetic products
across mass and premium segments and launched Castrol
GTX SUV oils for sports utility vehicles. It also ran a digital Marine lubricants
brand campaign for Castrol MAGNATEC SUV supplemented
through on-ground mechanic engagements. As per a global trade outlook shared by the United Nations5,
global trade from shipping in 2021 was expected to touch
In commercial vehicle oils, the Company promoted Castrol USD 28 trillion, marking an increase of 23% compared to
CRB TURBOMAX with presence in mass media and 2020. But the outlook for 2022 remains uncertain with many
engagement with mechanics virtually as well as through economies, including those in the European Union facing
ground activations. It also stayed connected with farmers COVID-19 related disruptions which may affect consumer
through local rural activations. demand in 2022.
To strengthen our Service & Maintenance offerings, we In 2021, there were several investments announced in India,
commissioned Castrol Express Oil Change services for two- which augur well for our business in the marine segment.
wheelers in urban Jio-bp mobility stations, which offer a bike
health check and oil change in less than twenty minutes for Energy lubricants
consumers on the go. We are collaborating with Ki Mobility
Solutions, a digitally enabled multi brand service ecosystem, The Indian oil and gas market is expected to record a CAGR
having myTVS as their brick-and-mortar multi brand of over 2.64% during the forecast period of 2020 to 20256.
workshop network and Gobumpr, an aggregator platform Factors, such as increasing natural gas pipeline capacity,
with 400,000 customers and 1,500+ partner garages across increasing refining capacity, and increasing demand for
16 Indian cities. petroleum products, are expected to increase the growth
for the Indian oil and gas market during the forecast period.
However, a huge dependence over imports of crude oil and
natural gas for satisfying domestic demand and high volatility
of crude oil prices might impact the growth of the Indian oil
and gas market.
With the Reliance MJ project progressing, we are witnessing

an increased activity and enquiries for subsea lubes and Castrol
is well poised to cater to this segment.
Industrial lubricants
The Company worked closely with its customers aiding

learning through trainings and seminars and entered new
segments such as Robotics while also launching bespoke
performance lubricants for industry sectors like textiles,
which have helped strengthen our positions. Our Silvassa
plant received a GOTS (Global Organic Textile Standards)
The Castrol Express Oil Change outlets offer two-wheeler customers
quick and reliable oil change services on the go. certification, which enhances our opportunities to work closely
with textile machinery manufacturers.
18 5
https://news.un.org/en/story/2021/11/1106812
6
https://www.mordorintelligence.com/industry-reports/india-oil-and-gas-market
The Castrol Silvassa plant, a symbol of quality, safety and manufacturing excellence, celebrated its 25th Anniversary in July 2021 marking 25 years of safe
and successful operations.
Quality Automotive lubricants
The Company focused on building a zero-defect mindset across • Personal mobility: The two-wheeler and passenger car
the organization through state-of-the-art testing facilities, lubricants category are now seeing a demand resurrection
application of international standards and concepts, as well as as the recovery builds up. While the long-term outlook is
skill development and awareness programmes. The Company positive, the Company will continue to drive growth in this
rolled out a Quality culture survey, Quality Leadership awards segment backed by a wide distribution reach, strong brand
& Digitization of Quality workflows to strengthen the Quality building and leveraging the growth of synthetic oils.
Culture across the organization. The Company successfully
ended the year without any major quality incidents despite • Commercial vehicles: Despite short term challenges, this
disruptions in operations due to the COVID-19 pandemic and segment is expected to gradually pick up momentum.
natural calamities like cyclones Tauktae and Yaas. Growth in construction and off-highway sectors due
to investment in infrastructure is also likely to lead to
The company completed the recertification audit of ISO lubricants demand growth in this category. With the
9001: 2015 and IATF 16949:2016 standards. The Silvassa food & farming sector remaining resilient and growing,
plant was the proud recipient of the Ford Q1 recertification, good lubricant demand growth is expected from the
a recognition of the plant’s focus and quality excellence to agricultural sector.
the OEM business. The Silvassa plant also received Global
Organic Textile Standard (GOTS) certification demonstrating Industrial lubricants
proactive customer centric approach to explore new business
opportunities with textile manufacturers. Although the growth momentum in Industrial output
tempered down as we progressed through the year (due
FUTURE OUTLOOK to low base effect waning off), industrial production has
registered a consistent growth trend through 2021. The
The outlook for 2022 has been examined closely by the Business confidence index has also trended positively and as
Company through the broad dimensions of demand drivers and activities build further momentum, the demand for industrial
distribution channels. lubricants is expected to grow with optimistic prospects for
the long term.
Demand drivers
The key drivers of demand growth in each segment where

the Company operates are explained below:
19
Marine & energy lubricants The Company actively managed its cyber security risk including
the impact of greater remote working required during the
World trade shows signs of bouncing back from a deep, pandemic by promoting the right behaviors and using tools
COVID-19 induced slump, but the World Trade Organization and processes to protect its information, systems, assets,
economists caution that any recovery could be disrupted by and people against current and emerging cyber security
the ongoing effects of the pandemic. Trade volume growth threats. The Company’s Risk Management Committee actively
was expected to rebound to 7.2% in 2021 but remain well monitors and reviews cyber security risks.
below the pre-pandemic levels.
With India being a growth market, opportunities for employability
Channels of distribution and for commensurate roles are higher. The Company’s strong
capability offer which nurtures and develops its talent, makes its
The Company’s products are distributed through 330 employees more relevant to the market, thereby increasing the
distributors who service close to 118,000 customers and sub- risk of attrition for the Company.
distributors who reach out to additional outlets in semi-urban
and rural markets. It also leverages its distribution channels Health, Safety, Security and Environment are critical focus
to reach a wider network of independent workshops. The areas for the Company. Road safety is an area of particular
Company also serves close to 3,000 key institutional accounts focus given that its frontline team and transporters drive
directly, and in some cases through its distributors. With our across the country on business. Similarly, product quality
alliance with Jio-bp (Reliance bp Mobility Limited), we have and integrity continue to be another focus area. Its vision
access to a new channel and are expanding Castrol’s footprint for Quality, ‘right quality first time every time,’ and ‘zero
in fuel forecourts across India. defect’ is a key enabler to help provide a premium customer
experience. The Company has a robust risk mitigation plan
Over the last few years, the focus on priority channels to minimize identified risks through continuous monitoring
including e-commerce has contributed to strong topline and mitigating actions as may be required.
growth in the Company’s business. The Company has
invested in a digitally enabled integrated service model to INTERNAL CONTROL SYSTEMS AND THEIR
implement better market coverage and improve customer ADEQUACY
experience for our indirect customers.
The Company maintains an adequate and effective Internal
In 2021, the Company continued to drive simplification in Control System commensurate with its size and complexity.
systems and processes to bring in more speed and efficiency It believes that these systems provide, among other things,
in its back-end operations. It has also leveraged digitalization a reasonable assurance that transactions are executed
to create a superior and premium experience for customers in with management authorization. It also ensures that they
their interaction and touchpoints with the Company. are recorded in all material respects to permit preparation
of financial statements in conformity with established
RISKS AND CONCERNS accounting principles, along with the assets of the
Company being adequately safeguarded against significant
The risk from the COVID-19 pandemic continues to be one misuse or loss. An independent Internal Audit function is
of the key business risks. The Risk Committee maintains an an important element of the Company’s Internal Control
active oversight of this risk and the effectiveness of the risk System. This is supplemented through an extensive internal
mitigation strategies and plans put in place by the Company. audit programme and periodic review by the management
and the Audit Committee.
The general slowdown of the economy due to disruptions
caused by the pandemic as well as continued volatility in input DISCUSSION ON FINANCIAL PERFORMANCE WITH
costs and foreign exchange remains a risk. The Company RESPECT TO OPERATIONAL PERFORMANCE
has appropriate mitigation plans to protect margins while
continuing to grow and transform the business. While the Please note that Castrol India Limited follows the calendar
Company’s focus on long term strategic drivers and brand year (January to December) for its financial reporting. For the
building continues, during 2021 appropriate strategic full year ended 31 December 2021, the Company registered
and pricing interventions as well as cost and efficiency Revenue from operations of Rs. 4,192 Crores, which is its
management programmes were undertaken keeping in highest-ever till date. It also marks an overall revenue growth
mind input costs, competitive positioning, and product of 40% compared to Rs. 2,997 Crores for the full year ended
brand strategy. 31 December 2020. The Company’s Gross Profit increased
20
by 23% in 2021 over 2020. This was on account of higher Overall, the Company delivered a resilient performance for the
volume and strategic price interventions. year despite unprecedented rise in input costs and supply chain
disruptions resulting from the ongoing COVID-19 pandemic.
Operating and Other expenses increased by Rs. 151 Crores
as compared to the previous year on account of investment In accordance with the SEBI (Listing Obligations and Disclosure
in people, safety, brand, and business growth opportunities. Requirements) Regulations, 2015, as amended till 2019, the
Profit before Tax increased by about 31% over previous year Company is required to give details of significant changes
to Rs. 1029 Crores. This generated a healthy cash flow from (i.e. change of 25% or more as compared to the immediately
operations for 2021 of Rs. 630 Crores. previous financial year) in key financial ratios.
Key financial ratios
Particulars Unit 2021 2020 % change
Debtors turnover Times 17.04 9.05 88%
Inventory turnover Times 4.80 3.77 27%
Current ratio Times 2.17 2.05 6%
Operating profit margin % 25% 26% -10%
Net profit margin % 18% 19% -5%
EBITDA % 25% 27% -7%
Return on net worth* % 50% 42% 18%
*Return on net worth is a measure of profitability of a company Operating profit margin is a profitability or performance ratio
expressed in percentage. It is calculated by dividing profit for the used to calculate the percentage of profit a company produces
year by average capital employed during the year. from its operations. It is calculated by dividing the earnings before
interest & taxes (EBIT) by revenue from operations.
Interest coverage ratio and debt equity ratio are not applicable
to the Company since there are no borrowings. However, Net profit margin is equal to how much net income or profit
there is some finance cost in financial statements that wholly is generated as a percentage of revenue. It is calculated by
relates to the finance lease of corporate office (IND AS 116) dividing the profit for the year by revenue from operations.
which commenced in the financial year 2020.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES
Debtors turnover ratio indicates a company’s effectiveness / INDUSTRIAL RELATIONS
in collecting its receivables from customers. It is computed
by dividing the revenue from operations by average trade People are the Company’s key assets and in 2021, the focus
receivables. The increase is mainly on account of increase in continued to be safeguarding the health and well-being of
turnover for the year due to volume growth. employees amidst the ongoing pandemic, along with ensuring
employee engagement. Employees spent ~2,658 hours on
Inventory turnover ratio indicates the number of times a various technical, behavioral safety and leadership trainings.
company sells and replaces its inventory during the period. It
is calculated by dividing the cost of goods sold by the average As we navigated through the new organization structure post
inventory. The substantial increase in current year is mainly due implementing ‘Reinvent bp’ in 2021, ‘Purposeful Connections’
to increase in volume growth and raw material prices. was introduced as a new program to help teams accelerate
from forming to performing while focusing on creating and
Current ratio is a liquidity ratio that measures a company’s strengthening the connects within the team, arriving at a
ability to pay obligations that are due within twelve months. It common purpose and leading together to reimagine and
is calculated by dividing the current assets by current liabilities. reinvent the future of the organisation.
21
applicable laws and regulations. The Company has a Health,

Safety, Security and Environment (HSSE) policy applicable
to every member of the workforce including contractors. It
maintained the highest standards of occupational HSSE with
the leadership team reviewing business safety performance on
a monthly basis.
The Company implemented best-in-class internal standards

and an Operating Management System (OMS) to ensure safe,
systematic, reliable, and environment-friendly operations.
The leadership team of the company frequently checked the
effectiveness of implementation and compliance of OMS
and demonstrated visible safety leadership through field
inspection programmes.
focus@bp is an agile, responsive, and a dynamic career programme to
help employees understand their role in the organization and how they
contribute to bp’s strategy. All three manufacturing plants of Castrol India Limited are
certified with the Environment Management System (ISO
14001:2015), Occupational Health and Safety Management
To help accelerate employee career growth and development, System (ISO 45001) and Quality Management System
'focus@bp' was piloted which drove the agenda of creating Standard (ISO 9001:2015), with two of the Company’s plants
better manager – subordinate relations by encouraging regular certified with Automotive Quality Management System IATF
check-ins and feedback during the performance cycle. Internal 16949:2016.
candidates continued to be successfully hired for vacancies
with 42% positions being filled internally. The plants won several external recognitions for their
exemplary HSSE performance and practices during 2021. Our
Hiring practices continued to ensure recruitment of diverse Paharpur plant in West Bengal was awarded by the Indian
candidates with no compromise on meritocracy. The overall Chamber of Commerce (ICC) with its prestigious National
number of women in managerial populations at Castrol India Occupational Health & Safety Awards. Castrol India Limited
Limited stood at 18% in 2021 and overall at 17%. bagged the Silver award in the Oil & Gas Sector in the Large
Enterprise category.
In 2021, as part of a review of internal controls over
financial reporting, key controls in human resources and As a part of resource optimization, the Company focused
legal compliances were reviewed by the internal audit team on reducing energy, water and waste contributing towards
to provide assertions to the management on design and minimizing its environmental footprint. The Company is also
operating effectiveness of these key controls. undertaking several programmes under its sustainability
agenda. The Company’s top priority is safety first with the
The Company enjoyed cordial relations at plants with internal primary objective that everyone goes home safely, every
and external stakeholders. There was focused engagement with single day.
workmen and contractors at plants by senior leadership through
employee townhalls, team meetings, plant performance reviews
and recognition of exemplary safety and quality performance.
The Company supported employees and their families during the On behalf of the Board of Directors
pandemic through help with hospitalization, vaccination, medical
facilities, and an on-call health manager. It also focused on mental Sandeep Sangwan
health initiatives along with physical well-being to focus on Managing Director
holistic employee wellness. DIN: 08617717
The total number of people employed in the Company as on Deepesh Baxi

31 December 2021, including factory workmen, was 631. Chief Financial Officer & Wholetime Director
DIN: 02509800
Health, Safety, Security and Environment
The Company accorded the highest priority to health and Place: Mumbai
safety of the workforce with a commitment to comply with all Date: 7 February 2022
22
FINANCIAL HIGHLIGHTS
SALES PROFIT AFTER TAX
900
5000
827
800 758
4192
3877 700
4000 708
692
670
3905 600
3298 615
(Rs. in Crores)
583
3584
(Rs. in Crores)
3370 500
3000
2997 400
300
2000
200
100
1000
2015 2016 2017 2018 2019 2020 2021 0
2015 2016 2017 2018 2019 2020 2021
Sales value
Profit after tax
* Sales value includes other operating revenue and excludes excise duty
RETURN ON NET WORTH DIVIDEND AND EARNING PER SHARE*
200 10
175 8.4
8 7.2 7.7
7.0
150 6.8
(Return on net Worth %)
6.2
5.9
125 115
(Rs. per share)
6 5.5
5.5 5.5 5.5

100
86 5.0
4.8
4 4.5
75 69
65
65
50
50 2
42
25
0 0
2015 2016 2017 2018 2019 2020 2021 2015 2016 2017 2018 2019 2020 2021
Return on net worth Dividend per share Earning per share
* After considering adjustment for issue of bonus shares in 2017
23
FINANCIAL HIGHLIGHTS
Ind AS IGAAP
Particulars 2021 2020 2019 2018 2017 2016 2015
Rupees in Crores
Revenue from Operations (gross) 4,192.06 2996.92 3,876.82 3,904.55 3,851.56 3,875.96 3,791.42
Less: Excise Duty — — — ^ 267.24 ^ 505.63 493.39
Revenue from operations (net) 4192.06 2996.92 3,876.82 3,904.55 3,584.32 3,370.33 3,298.03
Other income 48.43 62.03 64.77 84.31 83.65 87.39 95.87
Cost of materials consumed 2058.82 1266.34 1,747.65 1,906.56 1,665.90 1,531.59 1,600.79
Employee benefits and other expenses 1067.28 916.47 976.1 927.22 885.30 839.39 802.36
Depreciation and amortisation expense 82.7 86.62 69.74 55.57 45.50 44.96 38.97
Finance Costs 2.41 4.16 1.19 1.09 1.20 1.48 0.83
Profit before exceptional items and tax 1029.28 785.36 1,146.91 1,098.42 1,070.07 1,040.30 950.95
Exceptional item — — — — — —
Profit before tax 1029.28 785.36 1,146.91 1,098.42 1,070.07 1,040.30 950.95
Current taxation
280.03 207.4 323.33 387.58 365.14 388.04 323.80
(Net of reversal of earlier years)
Deferred taxation (8.84) (4.98) (3.79) 2.48 13.12 (18.12) 11.89
Profit after taxation 758.09 582.94 827.37 708.36 691.81 670.38 615.26
Total other comprehensive income / (expense)
(0.79) 3.67 (4.29) (1.13) (2.10) 1.35 —
for the year
Total Comprehensive income for the year 757.30 586.61 823.08 707.23 689.71 671.73 615.26
Share capital # 494.56 494.56 494.56 494.56 494.56 247.28 247.28
Reserves & surplus 1150.95 919.67 872.39 671.10 525.59 734.26 328.33
Net worth 1645.41 1414.23 1,366.95 1,165.66 1,020.15 981.54 575.61
Rupees
Earning per share* 7.66 5.89 8.36 7.16 6.99 6.78 6.22
Dividend per share* 5.50 5.50 5.50 5.00 4.75 ‡ 5.50 4.50
Book value per share* 16.64 14.30 13.82 11.78 10.31 9.92 5.82
^ Excise duty has been netted off from sales to make it comparable with previous years
* After considering adjustments for issue of bonus shares in 2012 and 2017.
‡ Includes Special Dividend of equivalent Rs. 1 per share (Pre bonus Rs. 2.00 per share)
24
Castrol India Limited Annual Report 2021 – Reports
BOARD’S REPORT
To the Members,
Your Company’s Board of Directors (“Board”) is pleased to present the Forty Fourth Annual Report of Castrol India Limited
(“Castrol” or “Company”) for the financial year ended 31 December 2021 (“year under review” or “year” or “FY21”).
In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s)
thereof, for time being in force) (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”), this report covers the financial results and other developments
during the financial year ended 31 December 2021 and upto the date of the Board meeting held on 2 May 2022 to approve this
report, in respect of Castrol India Limited.
1. FINANCIAL RESULTS
The Company’s financial performance for the financial year ended 31 December 2021 is summarized below:
Particulars For the year ended For the year ended

31 December 2021 31 December 2020
(INR in Crores) (INR in Crores)
Sales (a) 4192 2,997
Other income (b) 48 62
Total Revenue (a+b) 4240 3,059
Profit before tax and depreciation 1112 872
Depreciation and amortization 83 87
Profit before tax 1029 785
Tax expense (including deferred tax) 271 202
Profit after tax 758 583
Other Comprehensive income (net of tax) (1) 4
Total Comprehensive income 757 587
Balance brought forward 882 840
Profit available for appropriation 757 587
Dividend (incl. tax) 544 544
Balance carried forward 1095 882
2. PERFORMANCE
Revenue from operations of your Company has increased by 40% mainly on account higher volume and strategic price
interventions. Costs of materials were higher by about 63% over the previous year mainly due to unprecedented rise in
input costs and supply chain disruptions resulting from the ongoing COVID-19 pandemic. Operating and Other expenses
increased by INR 151 Crores as compared to the previous year on account of investment in people, safety, brand and
business growth opportunities. Profit before Tax increased by about 31% over previous year to INR 1029 Crores. Your
Company’s performance has been discussed in detail in the ‘Management Discussion and Analysis Report’. Your Company
does not have any subsidiary or associate or joint venture company. There are no material changes and commitments
affecting the financial position of your Company, which have occurred between the end of the year and date of this
report. Further, there has been no change in the nature of business of the Company.
RESERVES
There is no amount proposed to be transferred to the reserves.
CHANGES IN SHARE CAPITAL
During the year under review, there was no change in the paid-up share capital of the Company.
25
3. RETURNS TO INVESTORS (DIVIDEND) the Fund, as the case may be, may claim the shares or
apply for refund by making an application to the IEPF
The Board of Directors of the Company had approved the
Authority in Form IEPF – 5 (available on http://www.iepf.
Dividend Distribution Policy in line with Regulation 43A
gov.in) along with requisite fee as decided by the IEPF
of SEBI (Listing Obligations and Disclosure Requirements)
Authority from time to time. The member/claimant can
Regulations, 2015. The policy is separately provided as
file only one consolidated claim in a financial year as per
Annexure I forming an integral part of this Report and
the IEPF Rules.
is also uploaded on the website of the Company at
https://www.castrol.com/content/dam/castrol/country- The Company will be transferring the final dividend
sites/en_in/india/home/corporate-governance/dividend_ and corresponding shares for the financial year ended
distribution_policy.pdf 31 December 2014 and the interim dividend and
corresponding shares for the financial year ended 31
The Board has recommended a final dividend of
December 2015 within statutory timelines. Members
INR 3/- per equity share for the financial year ended 31
are requested to ensure that they claim the dividends
December 2021 (2020: Final dividend was INR 3/- per
and shares referred above, before they are transferred to
equity share) subject to the approval of members at the
the said Fund. The due dates for transfer of unclaimed
ensuing Annual General Meeting of the Company. The
dividend to IEPF are provided in the report on Corporate
Board also declared interim dividend of INR 2.50/- per
Governance.
equity share for the financial year ended 31 December
2021 on 2 August 2021. (2020: interim dividend was Details of shares/shareholders in respect of which
INR 2.50/- per equity share) dividend has not been claimed, are provided on website
of the Company at https://www.castrol.com/en_in/
The dividend payout for the year under review is
india/home/investors/statement-of-unclaimed-dividend-
in accordance with your Company’s policy to pay
and-shares.html. The shareholders are encouraged to
sustainable dividend linked to long-term growth
verify their records and claim their dividends of all the
objectives of your Company to be met by internal cash
earlier seven years, if not claimed.
accruals.
5. SUPPLY CHAIN
4. TRANSFERS TO THE INVESTOR EDUCATION
AND PROTECTION FUND 2021 Continued to be a difficult year in a very
challenging supply market with frequent disruptions.
Pursuant to applicable provisions of the Companies
Amidst the uncertainties, the focus of your supply
Act, 2013 read with the Investor Education and
chain was on servicing customers & ensuring supply
Protection Fund Authority (Accounting, Audit, Transfer
continuity. This was achieved through agile planning,
and Refund) Rules, 2016 (“IEPF Rules”), all unpaid or
resilient manufacturing & distribution. We continued
unclaimed dividends are required to be transferred by
to commit for future by investing in technology and
the Company to the Investor Education and Protection
digital capabilities, upgrading & investing in our plants
Fund (“IEPF” or “Fund”) established by the Central
to build capacity & capability to support our business
Government, after completion of seven years from the
and customer needs.
date the dividend is transferred to unpaid/unclaimed
account. Further, according to the Rules, the shares in Healthy, Safety, Security and Environment continued to
respect of which dividend has not been paid or claimed be at the core of the operations. Manufacturing sites
by the members for seven consecutive years or more faced onslaught of COVID-19 Wave 2 in the months of
shall also be transferred to the demat account created April & May, along with the cyclone Taukute & Yaas in the
by the IEPF Authority. West & East coast respectively. Despite such challenging
environment, the plants continued to operate through
The Company had sent individual notices and also
the year taking care of your employees and ensuring
advertised in the newspapers seeking action from
highest safety protocols. Vaccination camps were
the members who have not claimed their dividends
organized for employees and their family members, and
for seven consecutive years or more. Thereafter, the
multiple interventions made to ensure safety of teams
Company has transferred such unpaid or unclaimed
coming to the plants every day. Sites continued to be
dividends and corresponding shares to IEPF, up to and
managed with detailed protocols in place, ensuring
including the interim dividend for the financial year
compliance to relevant local laws and organization
ended 31 December 2014.
guidelines. Reinforcements were provided to COVID-19
Members/claimants whose shares or unclaimed dividend, affected employees and their family through support
have been transferred to the IEPF demat Account or groups and other avenues.
26
Plants also ran campaigns to support community a market which competition was struggling with.
around our plants covering Special education assistance This was managed through formulation transition
program, supplied relief material for families, organized and activating relevant back up scenario to ensure
24 medical check-up camps with over 1080 beneficiaries availability of products on shelves. Close coordination
and helped surrounding hospitals by donating oxygen with the suppliers and leveraging relationships helped
Concentrators, monitors & ventilator, participating in us successfully anticipate risks and plan mitigation. In
COVID-19 recovery program. addition, supply chain teams constantly engaged with
Your plants continued to receive external recognition. business teams to identify critical business requirements
Patalganga plant received 2020 National Safety to optimize resource allocation for potential challenges.
Council of India Silver Award at the National level for Logistics teams worked closely with the network and
demonstrating outstanding performance consistently transporters to ensure reliability and service, while
in implementing OHS management system and continuing to follow all guidelines & protocols.
procedures. This is second year in row that site has won Your supply chain teams also continued a journey of
this prestigious award from NSCI. Paharpur Plant has digital transformation across processes – right from
won the prestigious Indian Chamber of Commerce [ICC] procurement to incoming raw materials, investing
National Occupational Health & Safety Awards 2020 in advanced planning solutions, and digitization of
Gold award in the Oil & Gas Sector in Large Enterprise transport management. These initiatives are becoming
Category. The site has won this rigorous award twice the bedrock of your agile and reliable supply chain.
in a row despite a restrictive COVID-19 environment. Your supply chain team continued to lead business
Silvassa plant has been accredited with Global Organic owners, understood the business priorities, and
Textile Standard (GOTS) certification. GOTS has been demonstrated great agility in pursuing all avenues to
developed by leading standard setters to define world- support volume and without compromising, service,
wide recognized requirements for organic textiles. From product quality, integrity, and compliance requirements.
the harvesting of the raw materials, environmentally and
socially responsible manufacturing to labelling, textiles 6.
DIRECTORS AND KEY MANAGERIAL
certified to GOTS provide a credible assurance to the PERSONNEL
consumer.
The following are the changes in the Directors and Key
Tata Motors Limited recognized the team’s exemplary Managerial Personnel during the financial year ended
support during pandemic period by way an award, 31 December 2021:
when faced with severe global shortage of Base Oil and
a. Appointment of Mr. Deepesh Baxi (DIN: 02509800)
additives. This recognition from one of our key partners
as a Chief Financial Officer & Wholetime Director
was a great example of agility and teamwork.
on the Board of the Company for a period of five
Your plants continue to invest in upgrading (5) years with effect from 1 January 2021.
manufacturing capacity & capabilities - in new filling
b. Re-appointment of Mr. Siddharth Shetty as a
lines, online labelling solutions and upgrading blending
Key Managerial Personnel of the Company for a
processes in the plants to enable & support growth.
period of three (3) years with effect from 3 May
In addition, the teams continued to drive efficiency
2021.
in operations by focusing on loss identification &
elimination thereby mitigating inflationary impact. c. Appointment of Mr. Mayank Pandey (DIN:
09274832) as an Additional Director and the
Sustainability is at the core of operations & practices –
Wholetime Director on the Board of the Company
both existing & new in manufacturing. There has been
for a period of five (5) years with effect from 9
constant focus on reducing flush oil generation and
August 2021, subject to the approval of the
improving the flush reuse through technical & process
Members and the Central Government.
assessments. There has been a rigorous focus on
blending at optimum temperature to ensure efficiency d. Cessation of Ms. Chandana Dhar (ACS: 17891) as
of energy used. Energy audits have been undertaken a Company Secretary & Compliance Officer of the
across plants and recommendation implementation Company with effect from the close of business
has commenced. Recycling & reuse of water is another hours on 5 September 2021.
focus area in the plants. e. Appointment of Ms. Hemangi Ghag (FCS: 9329)
Agile planning continued to be at the heart of strong as a Company Secretary & Compliance Officer
customer deliver during the year. The Supply Chain of the Company with effect from 6 September
disruptions also posed an opportunity of servicing 2021.
27
Further, the Board of Directors at its meeting held on which has been adopted by the Board of Directors, is
7 February 2022, appointed Mr. Saugata Basuray as annexed as Annexure II to this report of the Board to
an Additional Director and Wholetime Director of the the Members. This policy is available on the website
Company for a period of five (5) years with effect from of the Company at https://www.castrol.com/content/
1 April 2022 subject to obtaining of Director Identification dam/castrol/country-sites/en_in/india/home/corporate-
Number and approval of the Members. governance/nrc_policy_cil_2018.pdf
In accordance with the provisions of the Act and the 8. BOARD EVALUATION
Articles of Association of the Company, Mr. Sashi
Mukundan (DIN: 02519725), Nominee Director and The Nomination and Remuneration Committee of
Mr. Deepesh Baxi (DIN 02509800) CFO & Wholetime your Company approved the Policy on Nomination,
Director of the Company, retire by rotation at the ensuing Independence, Remuneration, Diversity and
Annual General Meeting and being eligible have offered Evaluation (“Policy”), which has been adopted by the
themselves for re-appointment. Details of the Directors Board of Directors. The Policy provides for evaluation
proposed to be re-appointed at the ensuing Annual of the Board, the Committees of the Board and
General Meeting, as required by Regulation 36(3) of the individual Directors, including the Chairman of the
SEBI Listing Regulations and SS - 2 (Secretarial Standards Board. The Policy provides that evaluation of the
on General Meetings) are provided at the end of the performance of the Board as a whole and the Board
Notice convening the 44th Annual General Meeting Committees and individual Directors shall be carried
of the Company. Further, details of the Directorships out annually.
held by Mr. Sashi Mukundan (DIN: 02519725) and Mr.
Your Company has appointed a reputed agency
Deepesh Baxi (DIN 02509800) in other companies, are
that engages with the Chairman of the Board and
given in the Corporate Governance Report. Chairperson of the Nomination and Remuneration
The Independent Directors of your Company have Committee in respect of the evaluation process. The
certified their independence to the Board, stating that agency prepares an independent report which is used for
they meet the criteria for independence as mentioned giving appropriate feedback to the Board/Committees/
under Section 149(6) of the Act. There was no change Directors for discussions in the meetings.
in the composition of the Board of Directors and Key
During the year, the evaluation cycle was completed
Managerial Personnel during the year under review,
by the Company which included the evaluation of the
except as stated above.
Board as a whole, Board Committees and individual
The Board is of the opinion that the Independent Directors. The evaluation process focused on various
Directors of the Company have fulfilled the conditions aspects of the Board and Committees’ functioning
as specified in SEBI Listing Regulations, are independent such as composition of the Board and its Committees,
of the management, possess requisite qualifications, experience and competencies, performance of
experience and expertise in the fields of finance, people specific duties, obligations and governance issues.
management, strategy, auditing, tax and risk advisory A separate exercise was carried out to evaluate the
services, banking, financial services, investments and performance of individual Directors on parameters
they hold highest standards of integrity. such as attendance, contribution and exercise of
independent judgement.
The Independent Directors of the Company have
registered themselves with the Indian Institute of The results of the evaluation of the Board and its
Corporate Affairs, Manesar (‘IICA’) as required under Committees were shared with the Board and its
Rule 6 of Companies (Appointment and Qualification respective Committees. The Chairman of the Board had
of Directors) Rules, 2014. The Independent Directors of discussions with members of the Board to discuss the
the Company have served for more than three years on performance feedback based on self-appraisal and peer
board of listed entities and hence shall not be required review. The Nomination and Remuneration Committee
to pass the online proficiency self-assessment test as per Chairman discussed the performance review with the
the proviso to Rule 6(4) of Companies (Appointment Chairman of the Board.
and Qualification of Directors) Rules, 2014.
The Independent Directors met on 29 October 2021
7. OLICY ON NOMINATION,
P to review performance evaluation of Non-Independent
INDEPENDENCE, REMUNERATION, Directors and the Board of Directors and also of the
DIVERSITY AND EVALUATION Chairman taking into account views of Executive
Directors and Non-Executive Directors.
The Policy on Nomination, Independence, Remuneration,
Diversity and Evaluation, approved by the Nomination Based on the outcome of the evaluation, the Board and
and Remuneration Committee of your Company and its Committees have agreed on various action points,
28
which would result in each Director, its Committees and Additionally, Castrol India Limited continues to support
the Board, its Committees and each Director playing community development initiatives around areas of
more meaningful roles to increase shareholder value. operations and presence. The Company, from time to
time, supports humanitarian aid activities in India, by
9. BOARD AND COMMITTEES providing relief and rehabilitation to people impacted by
The Board met five times during the year, details of which natural disasters.
are given in the Corporate Governance Report that
The Corporate Social Responsibility Policy is available
forms part of this annual report. The intervening gap
on the website of the Company at https://www.castrol.
between the meetings was within the period prescribed
com/en_in/india/home/castrol-story/corporate-social-
under the Act and the SEBI Listing Regulations and as
per the Circulars issued by the Ministry of Corporate responsibility.html.
Affairs and SEBI. Details of all the Committees of the The annual report on CSR activities is annexed to this
Board have been given in the Corporate Governance report as Annexure III.
Report.
12. DIRECTORS’ RESPONSIBILITY STATEMENT
10. CORPORATE GOVERNANCE
Pursuant to the requirement under Sections 134(3)(c)
Your Company is part of BP Group which is known globally
and 134(5) of the Act, with respect to the Directors’
for best standards of governance and business ethics.
Responsibility Statement, it is hereby confirmed:
Your Company has put in place governance practices
as prevalent globally. The Corporate Governance Report a. In the preparation of the annual accounts for the
and the Auditor’s Certificate regarding compliance of year ended 31 December 2021, the applicable
conditions of Corporate Governance are made part of accounting standards read with requirements
the annual report.
set out under Schedule III to the Act, have been
followed and there are no material departures
11. CORPORATE SOCIAL RESPONSIBILITY
from the same;
At Castrol India Limited, we believe that we have
a responsibility to bring enduring positive value to b. The Directors have selected such accounting
communities we work with. In line with our core theme policies and applied them consistently and made
to keep India moving, we have and will continue to judgements and estimates that are reasonable
build enduring and engaging relationships with key and prudent so as to give a true and fair view
stakeholders in the mobility sector. of the state of affairs of your Company as at
31 December 2021 and of the profit of your
Truck drivers and mechanics are two key partners who
Company for the year ended on that date;
play a significant role in keeping the wheels of this sector
moving. Truck drivers carry the majority of freight traffic c. The Directors have taken proper and sufficient
in the country while mechanics service one of the largest care for the maintenance of adequate accounting
automotive markets in the world. However, their skills, records in accordance with the provisions of the
livelihood opportunities and socio-economic conditions Act for safeguarding the assets of your Company
need more focus.
and for preventing and detecting fraud and other
At Castrol India Limited, we are committed to making irregularities;
a positive impact in the lives of truck drivers and
mechanics by preparing them to face today’s reality and d. The Directors have prepared the annual accounts
leverage tomorrow’s opportunity. on a ‘going concern’ basis;
In line with this vision, Castrol India Limited now focusses e. The Directors have laid down internal financial
on two key flagship CSR programmes: controls to be followed by your Company and
that such internal financial controls are adequate
• Programme for holistic development of truck
drivers - Castrol Sarathi Mitra and are operating effectively and
• Programme for mechanics with an aim to f. The Directors have devised proper systems to
strengthen skills development in automotive and ensure compliance with the provisions of all
industrial sectors, with a focus on technology – applicable laws and that such systems are efficient
Castrol Eklavya and operating effectively.
29
13. RISK MANAGEMENT AND ADEQUACY OF In conformity with the requirements of the Act, read
INTERNAL FINANCIAL CONTROLS with the SEBI Listing Regulations, the policy to deal with
related party transactions is also available on Company’s
Your Company has set up a Risk Management
website at https://www.castrol.com/content/dam/
Committee. Your Company has also adopted a Risk
castrol/country-sites/en_in/india/rpt-v3-26april21.pdf
Management Policy, the details of which are given in the
Corporate Governance Report that forms part of this 15. DEPOSITS
Annual Report.
Your Company has not accepted any deposits under
Your Company maintains an adequate and effective Chapter V of the Act during the financial year and as
internal control system commensurate with its size such, no amount on account of principal or interest on
and complexity. We believe that these internal control deposits from public is outstanding as on 31 December
systems provide, among other things, a reasonable
2021.
assurance that transactions are executed with
management authorization and that they are recorded 16.
PARTICULARS OF LOANS GIVEN,
in all material respects to permit preparation of financial
INVESTMENTS MADE, GUARANTEES
statements in conformity with established accounting
GIVEN AND SECURITIES PROVIDED
principles and that the assets of your Company are
adequately safe-guarded against significant misuse There are no loans, guarantees and investments made
or loss. An independent internal audit function is an by your Company pursuant to Section 186 of the Act.
important element of your Company’s internal control
system. The internal control system is supplemented 17.
CONSERVATION OF ENERGY,
through an extensive internal audit programme and TECHNOLOGY ABSORPTION, RESEARCH
periodic review by management and Audit Committee. & DEVELOPMENT (R&D) AND FOREIGN
Your Company has in place, adequate Internal Financial EXCHANGE EARNINGS AND OUTGO
Controls with reference to financial statements. During The particulars relating to conservation of energy,
the year, such controls were tested and no reportable technology absorption, foreign exchange earnings and
material weaknesses in the design or operation were outgo, as required to be disclosed under the Act, are
observed. provided as Annexure V.
14. RELATED PARTY TRANSACTIONS 18.

MATERIAL CHANGES OCCURRED AFTER
Your Company has adopted a Related Party Transactions END OF FINANCIAL YEAR
Policy. The Audit Committee reviews this policy from
No material changes and commitments which could
time to time and also reviews and approves all related
affect your Company’s financial position have occurred
party transactions, to ensure that the same are in line
between the end of the financial year of your Company
with the provisions of applicable law and the Related
and date of this report.
Party Transactions Policy. The policy was amended by
the Board of Directors on 31 March 2022 to incorporate 19. AUDITORS
the new requirements introduced under the SEBI Listing
Regulations. STATUTORY AUDITOR
The Committee approves the related party transactions The Statutory Auditors of your Company namely,
and wherever it is not possible to estimate the value, Deloitte Haskins & Sells LLP, Chartered Accountants,
approves limit for the financial year, based on best were appointed for a period of five years at the Annual
estimates. All related party transactions are reviewed by General Meeting held on 31 May 2017. Your Directors
an independent accounting firm to establish compliance recommend re-appointment of Statutory Auditors for
with policy and limits approved. a further period of five (5) years from the conclusion
of the ensuing 44th Annual General Meeting till the
All related party transactions entered during the year
conclusion of the 49th Annual General Meeting subject
were in the ordinary course of the business and on arm’s
to the approval of Members.
length basis except the transaction entered into by the
Company, particulars of which are given in Form AOC-2 The Statutory Auditors have confirmed their eligibility
attached as Annexure IV to this report. No material and submitted the certificate in writing that they are not
related party transactions were entered into during the disqualified to hold the office of the Statutory Auditor.
year by your Company. The report given by the Statutory Auditor on the financial
30
statements of the Company forms part of the Annual thereto, excluding the statement on particulars of
Report. There is no qualification, reservation, adverse employees. Copies of said statement are available at the
remark or disclaimer given by the statutory auditor in registered office of the Company during the designated
their report. working hours from 21 days before the Annual General
COST AUDITOR Meeting till date of the Annual General Meeting. Any
member interested in obtaining such details may also
M/s. Kishore Bhatia & Associates, Cost Accountants, write to the corporate secretarial department at the
carried out the cost audit for the Company for the year registered office of the Company.
under review. They have been re-appointed as cost
auditors for the financial year ending 31 December 2022. 22.
PREVENTION OF SEXUAL HARASSMENT
A remuneration of INR 3,85,000/- (Rupees Three Lakhs AT WORKPLACE
Eighty Five Thousand only) plus applicable taxes and out Your Company firmly believes in providing a safe,
of pocket expenses has been fixed for the Cost Auditors supportive and friendly workplace environment – a
subject to the ratification of such fees by the Members workplace where our values come to life through the
at the 44th AGM. Accordingly, the matter relating to supporting behaviors. Positive workplace environment
ratification of the remuneration payable to the Cost and a great employee experience are integral part of
Auditors for the financial year ending 31 December 2022 our culture. Your Company believes in providing and
is placed at the 44th AGM. The Company has maintained ensuring a workplace free from discrimination and
cost records as specified under sub-section (1) of section harassment based on gender.
148 of the Companies Act, 2013 and the same shall be
Your Company educates its employees as to what
audited by the cost auditor i.e. M/s. Kishore Bhatia &
may constitute sexual harassment and in the event
Associates, Cost Accountants for the financial year 2022.
of any occurrence of an incident constituting sexual
SECRETARIAL AUDITOR harassment. Your Company has created the framework
The Board had appointed M/s. S. N. Ananthasubramanian for individuals to seek recourse and redressal to instances
& Co., Company Secretaries in Whole-time Practice, of sexual harassment.
to carry out secretarial audit under the provisions of Your Company has a Sexual Harassment Prevention and
Section 204 of the Act, for the financial year ended Grievance Handling Policy in place to provide clarity
31 December 2021. The Secretarial Auditor’s report to around the process to raise such a grievance and how
the shareholders does not contain any qualification, and the grievance will be investigated and resolved. An
is annexed to this report marked as Annexure VI. Internal Committee has been constituted in line with the
Sexual Harassment of Women at Workplace (Prevention,
20.
COMPLIANCE WITH SECRETARIAL Prohibition and Redressal) Act, 2013. There was one
STANDARDS ON BOARD AND GENERAL training session conducted for the POSH Committee,
MEETINGS Human Resource function and some of the Leaders
During the financial year, your Company has complied During the year there was no complaint of sexual
with applicable Secretarial Standards issued by the harassment that was reported.
Institute of Company Secretaries of India.
23. VIGIL MECHANISM
21. PARTICULARS OF EMPLOYEES Your Company has a very strong whistle blower policy
viz. ‘Open Talk’. All employees of your Company also
Disclosures with respect to the remuneration of Directors
have access to the Chairman of the Audit Committee
and employees as required under Section 197 of the
in case they wish to report any concern. Your Company
Act, and Rule 5(1) of Companies (Appointment and
has provided a dedicated e-mail address for reporting
Remuneration of Managerial Personnel) Rules, 2014
such concerns. All cases registered under Whistle Blower
have been annexed to this report as Annexure VII.
Policy of your Company are reported to and are subject
Details of employee remuneration as required under to the review by the Audit Committee.
provisions of Section 197 of the Act, and Rule 5(2) &
5(3) of Companies (Appointment and Remuneration 24. ANNUAL RETURN
of Managerial Personnel) Rules, 2014, form part of this The annual return of the Company as required under the
report. As per the provisions of Section 136 of the Act, Companies Act, 2013 will be available on the website of
the Report and Financial Statements are being sent to the Company at https://www.castrol.com/en_in/india/
the Members of your Company and others entitled home/investors/general-meeting.html
31
25. GENERAL DISCLOSURES Plant pertaining to products Tribol BW 22 & Tribol

BW 32, thereby ensuring organic status of textiles
Your Directors state that no disclosure or reporting is
through environmentally and socially responsible
required in respect of the following items as there were
manufacturing.
no transactions on these items during the year under
review: 3. The Ford Q1 certification, a highly coveted award
reflecting strong quality standards, processes
1. Issue of Equity Shares with differential rights as to
and focus on customer service, was successfully
dividend, voting or otherwise.
renewed for the Castrol India Silvassa plant in
2. Issue of Equity Shares (including Sweat Equity July 2021 – making it the only lubricants plant
Shares) to employees of your Company, under in Asia to win the prestigious award. In March
any scheme. 2021, the plant had successfully completed the
3. Your Company has not resorted to any buy back annual Q1 manufacturing site assessment with
of its Equity Shares during the year under review. all elements in “Green” and completed Materials
Management Operating Guidelines/Logistic
4. Your Company does not have any subsidiaries.
Evaluation (MMOG/LE) which is a mandatory sub-
Hence, neither the Managing Director nor the
requirement for Ford Q1 with “Rating A”.
Wholetime Directors of your Company received
any remuneration or commission during the year, 4. Castrol India Limited was awarded the Tata
from any of its subsidiaries. Motors Supplier Awards 2021 for “Ramp Up
Agility” recognizing our contribution towards
5. No significant or material orders were passed by
ensuring supply security for Tata’s ICE & Electric
the Regulators or Courts or Tribunals which impact
the going concern status and your Company’s Car manufacturing operations.
operations in future. 5. Castrol India Limited’s Paharpur Plant was
6. No fraud has been reported by auditors under conferred the Indian Chamber of Commerce
sub-section (12) of section 143. Health & Safety Silver Award 2021 by the Hon’ble
Minister for Labour, Government of West Bengal
7. The details of difference between amount of the for utmost commitment to Health and Safety of
valuation done at the time of one-time settlement the workforce.
and the valuation done while taking loan from
the Banks or Financial Institutions along with the 27. ACKNOWLEDGEMENT
reasons thereof - Not Applicable
The Board wishes to place on record its sincere
8. The details of application made or any proceeding appreciation of the efforts put in by your Company’s
pending under the Insolvency and Bankruptcy employees for achieving encouraging results under
Code, 2016 (31 of 2016) during the year along difficult conditions. The Board also wishes to thank the
with their status as at the end of the financial year Members, distributors, vendors, customers, bankers,
- Not Applicable government and all other business associates for their
support during the year.
26. AWARDS AND RECOGNITIONS
Your Company was recognized with many prestigious On behalf of the Board of Directors
and diverse external accolades in 2021 which include:
1. Castrol India’s flagship CSR programmes - Castrol
Eklavya for upskilling of mechanics and Castrol Sandeep Sangwan Deepesh Baxi
Sarathi Mitra for the holistic development of truck Managing Director Chief Financial Officer &
drivers - were recognized for ‘Excellence in CSR’ DIN: 08617717 Wholetime Director
by the British Business Group Delhi. DIN: 02509800
2. GOTS (Global organic textile standard) certification Place : Mumbai
audit was successfully completed for the Silvassa Date : 2 May 2022
32
Annexure I
DIVIDEND DISTRIBUTION POLICY 5. Policy
5.1 Frequency of payment of dividend:
1. Objective
5.1.1 Castrol believes in rewarding its shareholders as
The objective of this Policy document is to articulate
and when the funds are available for distribution
Castrol India Limited’s Dividend Distribution Policy.
as dividend and generally strive to declare
This Policy applies to all types of Dividend declared Interim Dividend at least once in a year and to
or recommended by the Board of Directors of the recommend Final Dividend to the Members at the
Company and seeks to conform to the requirements of Annual General Meeting of the Company.
Section 123 of the Companies Act, 2013, the notified
rules thereof and other such provisions. 5.1.2 If the frequency of Interim Dividend is more than
once, Castrol may not recommend Final Dividend
2. Philosophy for that year.
At Castrol we respect, and are committed to, our role 5.2. Internal and external factors that would be
towards shareholders and meeting our obligations to considered for declaration of dividend:
the communities in which we do business. We believe 5.2.1 Castrol considers several Internal and External
that sustainable growth can be achieved by creating
Factors before deciding declaration or
wealth and jobs, developing useful skills, and investing
recommendation of dividend.
time and money in people.
5.2.2 The Internal Factors are adequacy of profits for
Castrol aims to share its prosperity with the shareholders
last year and likely profits for next year, allocation
by way of declaring dividend subject to liquidity and
of capital towards capital expenditure, probable
growth requirement.
mergers and acquisitions, loan repayments and
3. The Regulatory Framework working capital requirements.
Pursuant to Regulation 43A of the SEBI (Listing 5.2.3 The External Factors that would impact dividend
Obligations and Disclosure Requirements) Regulations, payout are interest rate on surplus funds, taxation
2015, top 1000 Listed Companies in India as per Market on distribution of dividend including taxation on
Capitalization as on the preceding Financial Year shall dividend received from subsidiaries and dividend
formulate a dividend distribution policy. payout ratios of comparable companies.
5.3. The financial parameters that will be
4. Definitions considered while declaring dividends:
Unless repugnant to the context: 5.3.1 In order to maximize corporate value over the long
4.1 “Act” shall mean the Companies Act, 2013 term, internal capital resources will be secured for
including the Rules made thereunder. measures that will increase corporate value. These
measures include investments in R&D and Capital
4.2 Company or Castrol” shall mean Castrol India
Investments, which are vital to future business
Limited.
expansion.
4.3 “Chairman” shall mean the Chairman of the
Board of Directors of the Company. 5.3.2 After taking into consideration the required
investments for future growth and the level of
4.4 “Board” or “Board of Directors” shall mean Board free cash flow, surplus will be distributed to the
of Directors of the Company. shareholders to the maximum extent possible.
4.5 “Dividend” shall mean Dividend as defined under 5.3.3 For dividends in each financial year, Castrol’s
Companies Act, 2013 or SEBI Regulations. policy is to enhance stable, uninterrupted profit
4.6 “SEBI Regulations” shall mean the Securities distributions by taking into account consolidated
and Exchange Board of India (Listing Obligations results as well as indicators including dividends
and Disclosure Requirements) Regulations, 2015 on equity (DOE), which is return on equity (ROE)
together with the circulars issued thereunder, multiplied by the payout ratio, although this is
including any statutory modifications or re- subject to the level of internal capital resources
enactments thereof for the time being in force. necessary.
33
5.3.4 Other Financial Parameters like Net Free cash shall recommend any amount to be declared
generation after factoring internal parameters as Dividend to the Board of Directors of the
like Net Operating Profit after Tax, working Company.
capital and capital expenditure requirements, loan
6.2 The Company Secretary & Compliance Officer
repayments and payouts towards any probable
merger and acquisition will be considered by the of the Company shall ensure compliance of
Company before declaring or recommending Insider Trading Rules of the Company and SEBI
dividend. (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
5.4. The circumstances under which their
shareholders can or cannot expect dividend: 6.3 The Agenda of the Board of Directors where
Dividend declaration is proposed shall contain the
In an event where Company has undertaken a
rationale of the proposal.
significant project requiring higher allocation of
capital or Merger or Acquisitions which demands 6.4 The Board of Directors shall approve the
higher capital allocation or in event where the declaration or recommendation of Dividend after
company profits are inadequate or company ensuring compliance of Act, SEBI Regulations and
makes losses, the Company would like to use the this Policy.
Company’s reserves judiciously and not declare
dividend or declare dividend lower than its normal 6.5 The Company shall ensure compliance of
rate of dividend. provisions of Act, SEBI Regulations and this Policy
in relation to dividend.
5.5. Policy as to how the retained earnings will
be utilized: 6.6 Item on Confirmation of Interim Dividend(s)
declared by the Board of Directors of the Company
5.5.1 The Company would like to retain the balances in
shall form part of Notice of every Annual General
Reserves and Surplus to give the required strength
to the balance sheet for exploring leverage Meeting of the Company.
options for supporting growth.
7. General
5.5.2 The Company would be very cautious in declaring
7.1 This Policy would be subject to revision/
divided out of past profits and reserves.
amendment in accordance with the guidelines
5.6. Transfer of Profits to Reserves: as may be issued by Ministry of Corporate Affairs
The Company will not transfer any amount to and/or Securities Exchange Board of India from
reserves unless otherwise statutory. time to time, on the subject matter.
5.7. Provisions regarding class of shares: 7.2 The Company reserves its right to alter, modify,
Currently, the Company has issued only Equity add, delete or amend any of the provisions of this
Shares and this Policy shall be applicable to Equity Policy.
Shares. 7.3 In case of any amendment(s), clarification(s),
As and when the Company issues other kind of circular(s) etc. issued by the relevant authorities,
shares, the Board shall amend this Policy along not being consistent with the provisions laid
with Rationale at the time or before issue of other down under this Policy, then such amendment(s),
class of shares. clarification(s), circular(s) etc. shall prevail upon
the provisions hereunder and this Policy shall
6. Procedure stand amended accordingly from the effective
6.1 The Chief Financial Officer in consultation date as laid down under such amendment(s),
with the Managing Director of the Company clarification(s), circular(s) etc.
34
Annexure II
POLICY ON NOMINATION, REMUNERATION, DIVERSITY 3. Policy on Appointment of Directors:
AND EVALUATION
a. In accordance with Company’s Articles of
(Consolidated Policy approved by the Board of Directors on 6 Association, the Board determines, from time
February 2018) to time, the size of the Board and may fill any
vacancies that occur between annual general
This Policy of Castrol India Limited (the “Company”) shall meetings. The Committee periodically evaluates
be referred to as “Policy on Nomination, Remuneration, and makes recommendations to the Board
Diversity and Evaluation (the “Policy”). This Policy shall act as concerning the appropriate size of the Board
a guideline for “Nomination and Remuneration Committee” based upon the needs of the Board.
(the “Committee”) on matters relating to Appointment of
Directors including Independent Directors, Remuneration b. Appointment of a Director will be based on the
of Directors, Key Managerial Personnel (KMPs) and Senior outcome of a proper planning. The Committee
shall consider the standards of qualification,
Management Personnel, Board evaluation and Board Diversity.
expertise and experience of the candidates
This Policy has been prepared pursuant to the provisions of
for appointment as Director and accordingly
Section 178(3) of the Companies Act, 2013 (the “Act”), SEBI
recommend to the Board his/her appointment.
(Listing Obligations and Disclosure Requirements) Regulations,
The Committee will assess skill-sets, the Board
2015 (the “SEBI Listing Regulations, 2015”) and is subject to
needs to have for the industry the Company
the provisions of other applicable laws as amended from time
operates in and also in view of Group corporate
to time.
philosophy and governance standards.
1. Policy c. The Committee shall request reference internally
The Committee is responsible for recommending this for a candidate having relevant experience or
Policy to the Board including any amendments to be from external consultants or any other source as
deemed appropriate by the Committee.
made in this Policy.
d. For inducting Directors, the Committee members
2. Review of the Policy shall personally meet the potential candidate
The Board of Directors (the “Board”) is responsible for and assess suitability of the candidate for the
approving and overseeing implementation of this Policy role in view of Castrol values and standards of
governance.
and the same will be reviewed and reassessed by the
Committee as and when required and appropriate. e. The Committee shall recommend appointment
Recommendations shall be made to the Board to update of the shortlisted candidate for Directorship to
this Policy for reasons that include but are not limited to the Board for its consideration. The Committee
regulatory changes. shall also recommend compensation that can be
paid to a Director, commensurate to the industry
Implementation of this Policy shall be the responsibility
norms and position.
of the Company Secretary & Compliance Officer who
shall advise the Board from time to time. All the terms f. If position of a Director suddenly becomes vacant
like Director, Managing Director, KMP, Independent by unanticipated occurrence of any event, the
Director, Remuneration, Committee shall have the same Committee shall meet at the earliest opportunity
meaning as assigned under the Act read with SEBI to discuss succession and fill such vacancy.
Listing Regulations, 2015. g. Criteria for selection:
The power to interpret and administer the Policy shall i. The Board candidate should be of the
rest with the Chairperson of the Committee whose highest ethical character and share the
decision shall be final and binding. The Chairperson values of Castrol as reflected in the Code
is also empowered to make any supplementary rules/ of Conduct and Corporate Governance
orders to ensure effective implementation of the Policy. principles. Board candidate should have
These will, however, be reported to or placed before reputation, both personal and professional,
the Committee, from time to time, to ensure the consistent with the image and reputation
Committee’s oversight on these issues. of Castrol.
35
ii. The Board candidate should be of the technology, e-commerce or digital

highest moral and ethical character. The marketing and also of regulatory
candidate must exhibit independence, framework in which the industry
objectivity and be capable of serving as a operates.
representative of the stockholder.
• In considering candidates for
iii. The Board candidate should have the election to the Board of Directors,
personal qualities to be able to make a the Board should constantly be
substantial active contribution to Board striving to achieve the diversity of the
deliberations. These qualities include communities in which the Company
intelligence, self-assuredness, a high operates. The Committee shall work
ethical standard, inter-personal skills, with the Board to determine the
independence, courage, and willingness to appropriate characteristics, skills
ask the difficult questions, communication and experience for the Board as a
skills and commitment. whole and its individual members
iv. The Board candidate must be willing to with the objective of having a Board
commit, as well as have, sufficient time with diverse backgrounds and
available to discharge the duties of Board experience as per Diversity Policy of
membership and should not have any the Company.
prohibited interlocking relationships or
conflict of interest.
4. Policy on Independence of Directors
For the Independent Directors, the Committee shall
v. Board Candidate should be highly
assess the independence of Directors at the time of
accomplished in its respective field, with
appointment/re-appointment and the Board shall assess
superior credentials and recognition.
the same annually as per the ‘Policy on Independence of
vi. In recognition of the fact that the foundation Directors’. The Board shall re-assess determinations of
of the Company is in lubricants industry, independence when any new interests or relationships
the Board should prefer person who has are disclosed by a Director.
relevant experience. A candidate should
The Independent Directors shall abide by the “Code for
have extensive and relevant leadership
Independent Directors” as specified in Schedule IV to
experience including understanding of
the Act. This policy is subject to the provisions of the
the complex challenges of enterprise
Companies Act, 2013 and Listing Regulations issued by
leadership. International experience will
Securities and Exchange Board of India (SEBI) from time
in many cases be considered a significant
to time and that the Nomination and Remuneration
positive characteristic in a Board candidate’s
Committee/Board to assess the Independence of
profile. An ideal Board candidate will have
Independent Directors of the Company according to the
gained this experience in one or more of
criteria of Independence laid down by the Companies
the settings outlined below:
Act, 2013 read with Listing Regulations.
• Business – The Board candidate is or
has been the Chief Executive Officer, 5. Policy on Remuneration of Directors
Chief Operating Officer or other
While determining Remuneration, the Committee shall
major operating or officer of a major
take into account –
corporation, with a background in
law / marketing / finance / business a. Salary level of new Director/Employee is
operations / strategic management. competitive, relative to the peer group.
• Industry – The Board candidate b. Variable remuneration is awarded within the
has experience in the fast-moving parameters and is subject to a requirement of
consumer goods (FMCG) industry/ continued service and corporate performance
automobile industry or other condition.
complementary field. c. Where an existing employee is promoted
• Information Technology – The to the Board, the Company will honour all
Board candidate should have fair existing contractual commitments including any
understanding of information outstanding share awards or pension entitlements.
36
d. Where an individual is relocating in order to take thereof in accordance with the provisions of Act.
up the role, the Company may provide certain Sitting fees amount may be subject to review on a
one-off benefits such as reasonable relocation periodic basis, as required. Within the parameters
expenses, accommodation for a period following prescribed by law, the payment of sitting fees
appointment and assistance with visa applications will be recommended by the Committee and
or other immigration issues and ongoing approved by the Board.
arrangements such as tax equalization, annual
b. Profit-linked Commission – The profit-linked
flights home, and housing allowance.
commission shall be paid to the NEDs within the
e. Where an individual would be forfeiting valuable monetary limit approved by the shareholders of
remuneration in order to join the Company, the the Company subject to the same not exceeding
Committee may award appropriate compensation 1% of the net profits of the Company computed
based on evidence. as per the applicable provisions of the Act.
In making/revising remuneration package, the Amount of Commission would be determined
Committee would balance shareholder expectations, considering the overall performance of the
current best practice and the requirements of any new Company, attendance at the meetings of Board/
recruit. Committees, Membership/Chairmanship of
Committees and contribution by the respective
The Committee may recommend to the Board, changes
NEDs. The Committee will recommend to
in remuneration terms of Directors, Key Managerial
the Board, the quantum of commission for
Personnel or Senior Management Personnel subject
each Director based upon the outcome of the
to the provisions of the Act and applicable Group
evaluation process.
policies, regulations of Service, Code of Ethics and
Principles of legal compliance framed and adopted by c. The IDs and NEDs are not entitled to any stock
the Company from time to time. The Directors and Key options of the Company.
Managerial Personnel/Senior Management Personnel
NEDs are supported through the Company
shall superannuate as per the applicable provisions of
Secretary’s office. This support includes assistance
the regulation and prevailing policy of the Company.
with travel and transport, security advice (when
The Board of Directors will have the discretion to retain
needed) and administrative services. NEDs shall be
the Whole-time Director, Key Managerial Personnel and
issued letters of appointment that recognize that,
Senior Management Personnel in the same position/
remuneration or revised remuneration after attaining the their service is at the discretion of shareholders.
age of superannuation, for organizational development The quantum and structure of the Chairman’s
reasons. remuneration is set by the Board based upon
The Committee will discuss succession plans for a recommendation from the Nomination &
the Directors, Key Managerial Personnel and Senior Remuneration Committee. The Chairman is
Management Personnel in consonance with the not involved in setting his own remuneration.
Company’s policies, as applicable from time to time. The Chairman’s office is not maintained by the
Company however he is provided administrative
(i) Remuneration for Independent Directors (IDs) and
support and all reasonable travelling,
Non-Independent Non-Executive Directors (NED)
communication and other expenses incurred in
The remuneration should be sufficient to attract, carrying out his duties are reimbursed.
motivate and retain world-class, non-executive talent.
(ii) Remuneration for Managing Director (MD)/Whole-
Remuneration practice should be consistent with
time Directors (WTDs)/Key Managerial Personnel
recognized best practice standards for Chairman and
(KMPs) and Senior Management Personnel (SMPs)
NED remuneration. The aggregate annual remuneration
payable to the NEDs is determined by shareholder a. The remuneration policy for the Managing
resolution, subject to the limits of Law. The Non- Director (MD)/Whole-time Directors (WTDs)/KMPs
Executive Directors nominated by Promoters are not and Senior Management Personnel (SMPs) shall
entitled to receive any remuneration. be guided by five key principles.
a. Directors Sitting Fees – The NEDs are entitled to i. Linked to strategy: A substantial proportion
sitting fees as determined by the Board from time of remuneration is linked to success in
to time for attending Board/Committee meetings implementing the Company’s strategy.
37
ii. Performance related: The major part of total hospitalization through re-imbursements or
remuneration varies with performance, insurance cover and accidental death and
with the largest elements being share dismemberment through personal accident
based, further aligning with shareholders’ insurance.
interests. ii. Performance Linked Bonus (PLB) – The
iii. Long term: The structure of pay is designed specific amount payable to the MD/
to reflect the long-term nature of Castrol’s EDs would be based on performance
business and the significance of safety and as evaluated by the Board. It provides a
environmental risks. variable level of remuneration dependent
on short-term performance against the
iv. Informed judgement: There are quantitative
annual plan. Total overall Bonus is based
and qualitative assessments of performance
on performance relative to measures and
with the Committee making informed
targets reflected in the annual plan, which
judgement within a framework approved
in turn reflects Company’s strategy.
by shareholders.
iii. Retirals in the form of contribution
v. Fair treatment: Total overall pay takes to Provident Fund, Superannuation
account of both the external market and and Gratuity be paid as per statutory
Company conditions to achieve a balanced, requirements.
‘fair’ outcome.
iv. Based on the organizational need for
b. The aim of this policy is to ensure that Whole-time retaining high performing employees
Directors are remunerated in a way that reflects and also those who are playing critical
the Company’s long-term strategy. Consistent roles, from time to time, certain retention
with this, a high proportion of Directors’ total features may be rolled out as part of the
potential remuneration has been, and will be, overall compensation package. These may
strongly linked to the Company’s long-term take form of Retention Bonuses, group
performance. Salaries will normally be set in Share Value Plan etc.
the home currency of the Director and reviewed
v. Severance Pay may be awarded (under
annually. Remuneration shall comprise of two
supervision and with approval of the
broad components; fixed and variable. Fixed
Committee) to the eligible MD/WTDs/
portion comprises of Base pay and perquisites and
KMPs/SMPs in case of major organizational
variable pay termed as Performance Linked Bonus
structuring(s).
(PLB) comprises of a pre-determined maximum
compensation that can be paid at the end of the vi. Long Term Incentives may be awarded
performance year. Entire remuneration shall be (under supervision and with approval of
paid as per the contract approved by the Board the Committee) to the eligible MD/WTDs/
and terms approved by shareholders, as under: KMPs/SMPs based on their contribution to
the performance of the Company, relative
i. Fixed Component – This includes Salary and
position in the organization, and length of
other perquisites/benefits. This provides
service.
base-level fixed remuneration to reflect the
scale and dynamics of the business and to be c. Annual Compensation Review – The compensation
competitive with the external market. Basic/ review year will be financial year of the Company.
fixed salary is provided to all employees to The annual compensation review, as a part of the
ensure that there is a steady income in line performance management system cycle, shall be
with their skills and experience. In addition guided by Industry/business outlook, employee
to the basic/fixed salary, the Company may differentiation based on individual performance
provide employees with certain perquisites, rating achieved during the applicable performance
allowances and benefits to enable a year.
certain level of lifestyle and to offer scope
for savings and tax optimization, where
6. Board Evaluation
possible. The Company may also provide all a. The Board is committed to assessing its own
employees with a social security net (subject performance as a Board in order to identify its
to limits) by covering medical expenses and strengths and areas in which it may improve its
38
functioning. Towards this end, the Committee management and the Board that is necessary for
shall establish the criteria and processes for the Board to effectively and reasonably perform
evaluation of performance of Individual Directors, their duties.
Chairperson of the Board, the Board as a whole
The Independent Directors may call such meeting(s) at
and the Committees of the Board and recommend
any point of time as desired.
the same to the Board.
b. The Board is responsible for monitoring and 8. Board Diversity Policy
reviewing of the Board Evaluation framework. 1. The Board Diversity Policy aims to set out the
c. The Committee shall approach to achieve diversity on the Board of
Directors of the Company. Building a diverse
i. formulate criteria for evaluation of
and inclusive culture is integral to the success
performance of Independent Directors and
of Company. Ethnicity, age and gender diversity,
the board of Directors;
underpinned by meritocracy are areas of strategic
ii. carry out evaluation of every Director’s focus for the employee base and the same
performance; principle is applied to the composition of Board.
iii. determine whether to extend or 2. Policy Statement
continue the term of appointment of
the independent Director, on the basis of The Board of Directors shall comprise of
the report of performance evaluation of Directors having expertise in different areas/
independent Directors. fields like Strategic Planning, Finance, Law, Sales,
Engineering or as may be considered appropriate.
d. The performance evaluation shall take place In designing the Board’s composition, Board
annually. It shall be the responsibility of the diversity shall not be limited to gender, age,
Chairperson of the Committee to organize the cultural and educational background, ethnicity,
evaluation process. professional experience, skills and knowledge. The
e. The appointment/re-appointment/continuation Board shall have at least one Board member who
of Directors on the Board shall be subject to the has accounting or related financial management
outcome of the yearly evaluation process. expertise and at least one woman Director.
f. The process and criteria for evaluation shall The Board recognizes the benefits that diversity
be guided by the “Guidance Note on Board brings to the Board. In considering the composition
Evaluation” issued by SEBI (No. SEBI/HO/ of the Board, Directors will be mindful of:
CFD/CMD/CIR/P/2017/004 dated January 5
a. Diversity: ensuring the Board and the
2017), applicable provisions of the SEBI Listing
Company reflects the global communities
Regulations, 2015 and the Act and amendments/
in which it works;
modifications thereto made from time to time.
b. Inclusiveness: creating an environment
7. Meeting of Independent Directors where all board members, employees and
The Independent Directors of the Company shall hold business partners are valued and can give
at least one meeting in a year, without the attendance of their best;
of Non-Independent Directors and members of the c. Meritocracy: ensuring that Board
management. appointments are made on the basis of
Such meeting shall: merit alone.
a. review the performance of Non-Independent The Board delegates the search and nomination of new
Directors and the Board as a whole; Directors to the Committee. When considering the nomination
of new Directors, the Committee will evaluate the balance of
b. review the performance of the Chairperson of skills, knowledge and experience on the Board in order to
the Company, taking into account the views of identify the capabilities desirable for a particular appointment.
Executive Directors and Non-Executive Directors;
Such evaluations will also consider the diversity the individual
c. assess the quality, quantity and timeliness of brings to the overall Board and will aim to ensure as diverse a
flow of information between the Company mix as possible.
39
Annexure III
THE ANNUAL REPORT ON CORPORATE SOCIAL communities around areas of operations and presence
RESPONSIBILITY through various community development programmes
[Pursuant to The Companies (Corporate Social focused on education and upskilling for youth and
Responsibility Policy) Rules, 2014] women.
The Company, from time to time, supports humanitarian
1.
Brief outline on the CSR policy of the
Company aid activities in India, by providing relief and rehabilitation
to people impacted by natural disasters.
At Castrol India Limited (“CIL”), we believe that we
have a responsibility to bring enduring positive value The Company follows an approach of initiating pilot
to communities we work with. In line with our core projects to test on-ground relevance with leading
theme to keep India moving, we have and will continue non-governmental organisations (NGOs). Based
to build enduring and engaging relationships with key on stakeholder response, partner experience and
stakeholders in the mobility sector. contribution to agenda, the projects are accordingly
Truck drivers and mechanics are two key partners who scaled up or redesigned. Encouraged by the response,
play a significant role in keeping the wheels of this sector the portfolio continues to grow with expanding
moving. Truck drivers carry the majority of freight traffic partnerships and investments.
in the country while mechanics service one of the largest
automotive markets in the world. However, their skills, 2. Composition of CSR Committee:
livelihood opportunities and socio-economic conditions
need more focus. Sl. Name of Designation Number of Number of
No. Director / Nature of meetings meetings
At CIL, we are committed to making a positive impact
Directorship of CSR of CSR
in the lives of truck drivers and mechanics by preparing
Committee Committee
them to face today’s reality and leverage tomorrow’s
held attended
opportunity.
during the during the
Vision: year year
Transforming the lives of truck drivers and mechanics 1 Mr. Rakesh Chairman 3 3
towards a sustainable livelihood and building pride in Makhija
their professions. 2 Mrs. Sangeeta Member 3 3
Mission: Talwar
3 Mr. Sashi Member 3 3
To prepare truck drivers and mechanics in India for
Mukundan
today’s reality and tomorrow’s opportunity by:
4 Mr. Sandeep Member 3 3
i. Enabling sustainable livelihoods and making them Sangwan
future-ready through upskilling
5 Mr. Deepesh Member 3 3
ii. Providing opportunities for socio-economic Baxi
growth through financial literacy and
entrepreneurship development 3. Provide the web-link where Composition of CSR
iii. Building pride in their professions through multiple Committee, CSR policy, and CSR projects approved by
programmatic interventions and platforms the board are disclosed on the website of the company
- http://www.castrol.com/en_in/india/about-us/csr.html
In line with this vision, CIL now focusses on two key
flagship CSR programmes: 4. Provide the details of Impact Assessment of CSR projects
• Programme for holistic development of truck carried out in pursuance of sub-rule (3) of rule 8 of
drivers - Castrol Sarathi Mitra the Companies (Corporate Social Responsibility Policy)
• Programme for mechanics with an aim to Rules, 2014, if applicable (attach report)
strengthen skills development in automotive and 5. Details of the amount available for set-off in pursuance
industrial sectors, with a focus on technology – of sub-rule (3) of rule 7 of the Companies (Corporate
Castrol Eklavya Social Responsibility Policy) Rules, 2014, and the amount
Additionally, the Company continues to engage with required to be set-off for the financial year, if any – NA
40
6. Average net profit of the Company as per section 135(5)

Average net profit of the Company for last three financial years (2018, 2019 and 2020) calculated in accordance with the
provisions of the Section 198 of the Companies Act, 2013 is INR 1052.3 crores
7. (a) Two percent of average net profit of the Company as per section 135(5) – INR 21.1 crores
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years – NA
(c) Amount required to be set off for the financial year, if any – NA
(d) Total CSR obligation for the financial year (7a+7b-7c) – INR 21.1 crores
8. (a) CSR amount spent or unspent for the financial year:
Total Amount spent for the financial year (In Rs. crores) Amount unspent (In Rs. crores)
21.2 Nil
(b) Details of CSR amount spent against ongoing projects for the financial year:
(All figures in INR Crores)
1 2 3 4 5 6 7 8 9 10 11
Sl. Name of the Item from Local Location of the project Project Amount Amount Amount Mode of Mode of implementation-Through
No. project the list of area duration allocated spent transferred implementation implementing agency
activities in (Yes / for the in the to unspent –Direct (Yes/No)
Schedule VII No) project current CSR
to the Act financial account
year for the
project as
per section
135(6)
State District Rs. in Rs. in Rs. in Name CSR
crores crores crores registration
number
1 Programme Livelihood yes Chhattisgarh Multiple Jan 2021 7.2 7.2 _ No Social Empowerment CSR00000657
for mechanics- enhancement Uttar districts to Dec and Economic
Castrol Eklavya: projects Pradesh, 2021 Development Society
Strengthening Maharashtra (SEEDS),
skills in the Himachal Empower Foundation CSR00000606
automotive and Pradesh, Friends Union for CSR00000051
industrial sectors, Tamil Energising Lives (FUEL)
with a focus on Nadu, and
technology Karnataka
2 Programme for Livelihood yes Maharashtra, Multiple Jan 2021 8.2 8.2 - No Social Empowerment CSR00000657
truck drivers – enhancement Delhi/NCR, districts to Dec and Economic
Castrol Sarathi projects Tamil Nadu, 2021 Development Society
Mitra: holistic West Bengal, (SEEDS),
development of Karnataka Synergie Institute of CSR00000433
truck drivers and Uttar Trade, Commerce and
Pradesh Industry
3 Community Livelihood Yes Maharashtra, Silvassa, Jan 2021 1.0 1.0 - No Empower foundation CSR00000606
Development enhancement Silvassa and Patalganga to Dec Learning Links CSR00000640
in the areas of projects West Bengal and 2021 foundation
operation and Paharpur, United Way of Mumbai CSR00000762
presence Mumbai Magic Bus foundation CSR00001330
4 Humanitarian Aid Disaster relief Yes Maharashtra, Mumbai, Jan 2021 0.7 0.7 - No Society for Educational CSR00000854
- Covid vaccination Delhi, Andra Delhi and to Dec reforms and Economic
programme Pradesh Vijayawada 2021 development (SEED)
Synergie Institute of CSR00000433
Trade, Commerce and
Industry
17.2 17.2 -
41
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
1 2 3 4 5 6 7 8
Sl. Name of the project Item from Local Location of the Amount Mode of Mode of implementation-
No. the list of area project spent implementation Through implementing
activities in (Yes/ for the –Direct Yes/No) agency
Schedule VII No) State District project Name CSR
to the Act (in Rs.) registration
number
1 Humanitarian aid - COVID-19 Disaster relief yes Maharashtra, Multiple 2.9 No Americares CSR00000791
relief programme including Delhi, districts India
supporting hospital Silvassa and
with oxygen plant, O2 Chhattisgarh
concentrators and ventilators;
(d) Amount spent in Administrative Overheads: Rs.1.0 crores

(e) Amount spent on Impact Assessment, if applicable: Rs.0.2 crores
(f) Total amount spent for the Financial Year: Rs. 21.2 crores
(8b +8c+8d+8e)
(g) Excess amount for set-off , if any : Nil
9. Details of unspent CSR amount for the preceding three financial years: Nil
10. In case of creation or acquisition of capital assets, furnish the details relating to the assets so created or acquired through
CSR spent in the financial year: Nil
11. Specify the reasons, if the company has failed to spend two per cent of the average net profit as per section 135(5): NA
Sandeep Sangwan Rakesh Makhija

Managing Director Chairman, CSR Committee
DIN: 08617717 DIN: 00117692
42
Annexure IV
Form No. AOC-2
[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014]
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms’ length transactions
under third proviso thereto:
1. Details of contracts or arrangements or transactions not at arm’s length basis: The details of contracts or
arrangements or transactions not at arm’s length basis for the year ended 31 December 2021 are as follows:
Name(s) of Nature of Duration of Salient terms of Justification Date(s) Amount Date on which
the related contracts / the contracts / the contracts or for entering of paid as the special
party and arrangements/ arrangements/ arrangements or into such approval advances, resolution was
nature of transactions transaction transactions including contracts or by the if any passed in general
relationship the value, if any arrangements Board meeting as
or transactions required under
first proviso to
section 188
BP Europa Sourcing One- time The Company procured As part of the 18 June No Not applicable
SE –Fellow of Biomass arrangement 2.52 million units of Company’s 2021
Subsidiary Graphene Biomas Graphene Face COVID-19
Disposal masks free of cost from BP community
Face Masks Europa SE, out of which outreach, the
1.26 million units were Company
distributed free of cost to procured
the stakeholders of the the masks to
Company and the balance distribute free of
1.26 million units were cost to its the
transferred free of cost to stakeholders.
BP India Private Limited.
2. Details of material contracts or arrangements or transactions at arm’s length basis: There were no material
contracts or arrangements or transactions entered into during the year ended 31 December 2021, which were at arm’s
length basis.
Name(s) of the Nature of Nature of Duration of Salient terms of Date(s) of Amount paid as
related party relationship contracts/ the contracts / the contracts or approval by the advances, if any
arrangements/ arrangements/ arrangements Board, if any
transaction transactions or transactions
including the
value, if any
NIL
On behalf of the Board of Directors
Sandeep Sangwan Deepesh Baxi

Managing Director Chief Financial Officer & Wholetime Director
DIN: 08617717 DIN: 02509800
Place : Mumbai
Date : 2 May 2022
43
Annexure V
PARTICULARS OF CONSERVATION OF ENERGY, system to reuse ETP treated water for
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE gardening and eliminating major sources of
EARNING AND OUTGO REQUIRED UNDER THE water leakage in the plant
COMPANIES (ACCOUNTS) RULES, 2014
• Optimizing bottle design for upto 20%
A) Conservation of Energy less plastic consumption, also resulting in
reduction of logistics footprint
I. Capital investment on energy conservation
• Optimizing carton design to use 17% less
equipment
paper, also saving water consumption
Following are the key investments made for & trees upstream in the overall carton
energy conservation in manufacturing plants manufacturing process. Enabling label
suppliers to recycle label liner generated
• INR 20 lacs in compressor & pump
post label application.
replacement
• INR 38 lacs for fuel conversion from HSD to B) Technology Absorption
PNG (i) Efforts made towards technology absorption
• INR 20 lacs in solar tubes & enhancing • The Company continued to derive
natural light on the shop floor sustainable benefits from technology
• INR 20 lacs in energy efficient UPS with the analytical testing and blending
laboratory facilities operating out of Silvassa
II. Steps taken or impact on conservation of and the technology deployment activities
energy carried out from Mumbai.
• Rationalization of EHT operations by • This was another year where the Company’s
changing temperature set points in storage product development capability helped the
tanks business meet pressing consumer needs,
• Replacing water feed tank, insulation, partner closely with its customers and
servicing of condensate recovery system, leverage strengths of its global affiliates to
optimizing air fuel ratio and installation meet the needs of the local India market.
of energy efficient feedwater pumps to • The Company launched products
reduce Specific Fuel Consumption in boiler throughout financial Year 2021 in
operations at Patalganga by 15% motorcycle, passenger cars, commercial
• Lower temperature blending across 30% of vehicles, Industrial & HD spaces, with
superior benefits to consumers. The
the portfolio thereby reducing the heating
company continued with its introduction of
requirement in manufacturing
BS VI ready products across all spaces which
• Consolidated energy audit across will help the country with its low carbon
manufacturing to optimize energy future.
conservation across all process end to end,
• India government leapfrogged BS V and
with a multiyear implementation plan.
moved directly from BS IV to BS VI giving
• Evaluation of increased usage of green the industry about 4 years for the change
energy across manufacturing plants which took about 9 years in Europe. BSVI
came into effect from 1 April 2020 in India-
III. Sustainability
to keep a check and control over release
• Continuous optimization of flush oil of air pollutants from equipment using
generated in the manufacturing process internal combustion engines including
& ensuring maximum reuse of the same vehicles. Company also launched BS VI
across portfolio ready products for new next generation
cars in OEM space under its MAGNATEC
• Collection of equivalent plastic from the
portfolio. Molecule with DUALOCK
market & compliance to the Extended
technology cling to the surface, lock with
Product Responsibility guidelines.
each other and protect the critical engine
• Water audit in Silvassa through National parts. This helps provide 50% better
Productivity Council, installation of sprinkler protection from WARM-UP wear and STOP-
44
START wear, saves upto 50L fuel in a year. START 0W-20 & 5W-30 with up to 50L fuel
Thus giving non stop protection from every savings per annum.
start.
• E-Fluids: Unlike passenger cars with
• The following BSVI ready products in combustion engines, which require a multi-
MAGNATEC portfolio were launched in speed transmission, the electric motor in
market: an electric vehicle generates a constant
torque almost independently of the speed.
 MAGNATEC STOP-START 0W-20
It is important to note that the transmission
 MAGNATEC STOP-START 5W-30 oil plays an even more significant role in an
electric vehicle than in combustion engines.
 MAGNATEC SUV 5W-40
The EV transmissions are developing from
 MAGNATEC STOP-START 0W-16 an electric motor with a separate electric
• The company continued to work with major gearbox to a combined system with
local and global OEMs in motorcycles, increased demands on the EV fluids. The
passenger cars, commercial vehicles company continued to work with OEMs to
segments to develop products tailor made develop e-fluids for their requirement. The
for their requirement. company supplies e-fluids to MG motors
and TATA.
• The company introduced POWER1 Ultimate
range of fully synthetic motorcycles oils with • Industrial: High performance and metal
5-in-1 formula for bikes and Scooters. The working lubricants were introduced into
product is crafted to help unlock ultimate the Indian market within last 3 years:
performance for bike’s engine through Environment friendly products Hysol SL
its unique 5-in-1 formula, that delivers 35 XBB, Alusol SL 61 XB and Techniclean
the thrill of outstanding performance 80 XBC which delivers prolonged fluid life
through five key benefits of Excellent with an improved health and safety profile;
acceleration, Excellent protection, Enduring Optitemp 6590, Optitemp XBT1LF, Optigear
performance, Smooth riding and Keeps Synthetic CT 320, Molub Alloy 6080/460-
engine cool. The company also worked on 1.5 for High Performance application, Tribol
POWER1 Super Bike variants. BW 32, Perfecto X series, Rustilo HL 01 etc.
• Products were upgraded in terms of for other industrial applications.
their specification across POWER1, CRB, (iii) Expenditure on R&D (INR in Crores)
MAGNATEC. Capital 1.28
• Benefits derived like product improvement, Recurring 3.97
cost reduction, product development or Total 5.25
import substitution.
• Localization projects were carried out across (C) Foreign Exchange Earnings and Outgo
the industrial and automotive portfolio 1. Activities relating to Export
looking at cost optimized formulations and
raw materials. There were no significant exports by the Company
during the year. However, some quantities of the
• Company launched next generation rust
products were exported to Vietnam, Shenzen,
preventive product with reduced VOC Thailand and Belgium.
elements.
2. Earnings and Outgo (INR in Crores)
• Products were continuously made robust
looking at the base oils, additive packages Foreign Exchange Earnings 63.41
and solvents across formulations. Foreign Exchange Outgo 1047.69
• Field trials were continued in India to
generate performance data in local On behalf of the Board of Directors
conditions to build claims.
(ii) Imported technology Sandeep Sangwan Deepesh Baxi
• Automotive: High performance automotive Managing Director Chief Financial Officer &
lubricants were introduced into Indian DIN: 08617717 Whole-time Director
market within the last 3 years: VECTON DIN: 02509800
LONG DRAIN 15W-40 CK-4/ E9 proven up Place : Mumbai
to 120,000KM ODI, MAGNATEC STOP- Date : 2 May 2022
45
Annexure VI Foreign Direct Investment, Overseas Direct Investment

and External Commercial Borrowings – Not applicable
to the extent of Overseas Direct Investment and
FORM NO. MR-3
External Commercial Borrowings as there was no
SECRETARIAL AUDIT REPORT reportable event during the financial year under
FOR THE FINANCIAL YEAR ENDED review.
31st DECEMBER, 2021
v. The following Regulations and Guidelines prescribed
[Pursuant to section 204(1) of the Companies Act, under the Securities and Exchange Board of India Act,
2013 and Rule 9 of the Companies (Appointment and 1992 (‘SEBI Act’):-
Remuneration of Managerial Personnel) Rules, 2014]
a. The Securities and Exchange Board of India
To, (Substantial Acquisition of Shares and Takeovers)
The Members, Regulations, 2011;
Castrol India Limited b. The Securities and Exchange Board of India
CIN L23200MH1979PLC021359 (Prohibition of Insider Trading) Regulations, 2015;
Technopolis Knowledge Park, Mahakali Caves Road,
c. The Securities and Exchange Board of India
Chakala, Andheri (East), Mumbai-400 093
(Issue of Capital and Disclosure Requirements)
We have conducted the Secretarial Audit of the compliance Regulations, 2018 - Not Applicable as there
of applicable statutory provisions and the adherence to good was no reportable event during the financial
corporate practices by Castrol India Limited (hereinafter year under review;
called the Company) for the financial year ended 31st
d. The Securities and Exchange Board of India (Share
December 2021. Secretarial Audit was conducted in a
Based Employee Benefits) Regulations, 2014 (up
manner that provided us a reasonable basis for evaluating the
to 12th August, 2021) and The Securities and
corporate conducts/statutory compliances and expressing our
Exchange Board of India (Share Based Employee
opinion thereon. Benefits and Sweat Equity) Regulations, 2021
Based on our verification of the Company’s books, papers, (with effect from 13th August, 2021) – Not
minute books, forms and returns filed and other records Applicable as the Company has not issued
maintained by the Company and also the information any shares / options to Directors / employees
provided by the Company, its officers, agents and authorized under the said regulations during the
representatives during the conduct of secretarial audit, we financial year under review;
hereby report that in our opinion, the Company has, during the e. The Securities and Exchange Board of India (Issue
audit period covering the financial year ended 31st December, and Listing of Debt Securities) Regulations, 2008
2021, complied with the statutory provisions listed hereunder (up to 15th August, 2021) - Not Applicable as
and also that the Company has proper Board-processes and the Company has not issued and listed debt
compliance-mechanism in place to the extent, in the manner securities during the financial year under
and subject to the reporting made hereinafter. review;
We have examined the books, papers, minute books, forms and f. The Securities and Exchange Board of India
returns filed and other records maintained by the Company for (Registrars to an Issue and Share Transfer Agents)
the financial year ended on 31st December, 2021 according to Regulations, 1993 regarding the Companies Act
the provisions of: and dealing with client - Not Applicable as the
i. The Companies Act, 2013 (‘the Act’), and the rules Company is not registered as Registrar to
made thereunder; Issue and Share Transfer Agent during the
financial year under review;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)
and the rules made thereunder; g. The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009
iii. The Depositories Act, 1996 and the Regulations and
(up to 9th June, 2021) and The Securities and
Bye-laws framed thereunder;
Exchange Board of India (Delisting of Equity
iv. Foreign Exchange Management Act, 1999 and the Shares) Regulations, 2021 (with effect from 10th
rules and regulations made thereunder to the extent of June, 2021) - Not Applicable as the Company
46
has not delisted/proposed to delist its equity least one Women Independent Director. The changes
shares from any Stock Exchanges during the in the composition of the Board of Directors that took
financial year under review; and place during the period under review were carried out in
compliance with the provisions of the Act.
h. The Securities and Exchange Board of India
(Buyback of Securities) Regulations, 2018- Not  Adequate notice is given to all Directors to schedule
applicable as the Company has not bought the Board Meetings/Committee Meetings, agenda
back/proposed to buy-back its equity shares and detailed notes on agenda were sent seven days
during the financial year under review. in advance before the meeting. There exists system
for seeking and obtaining further information and
i. The Securities and Exchange Board of India
clarifications on the agenda items before the meeting
(Issue and Listing of Non-Convertible Securities)
and for meaningful participation at the meeting.
Regulations, 2021 (with effect from 16th August,
2021)- Not Applicable as the Company has  All decisions of the Board and Committee meeting were
not issued and listed debt securities during carried with requisite majority.
the financial year under review We further report that based on review of compliance
vi. The management has identified and confirmed the mechanism established by the Company and on the basis of the
following law as specifically applicable to the Company: Compliance Certificate(s) issued by the Managing Counsel and
taken on record by the Board of Directors at their meeting(s),
The Petroleum Act, 1934 and Rules made
we are of the opinion that there are adequate systems and
thereunder.
processes in place in the Company which commensurate
We have also examined compliance with the applicable with the size and operations of the Company to monitor and
clauses of the following: ensure compliance with applicable laws, rules, regulations and
guidelines:
(i) Secretarial Standards with regard to Meeting of
Board of Directors (SS-1) and General Meetings  As informed, the Company has responded appropriately
(SS-2) issued by The Institute of Company to notices received from various statutory / regulatory
Secretaries of India; authorities including initiating actions for corrective
measures, wherever found necessary.
(ii) SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Listing We further report that during the audit period there were no
Agreement entered into with BSE Limited and specific events/actions having a major bearing on Company’s
National Stock Exchange of India Limited. affairs in pursuance of the above-referred laws, rules,
regulations, guidelines, standards, etc., referred to above.
During the period under review the Company has
complied with the provisions of the Act, Rules, This Report is to be read with our letter of even date which
Regulations, Guidelines, Standards, etc., mentioned is annexed as Annexure A and forms an integral part of this
above. report.
The Company is in the process of collating data required For S. N. ANANTHASUBRAMANIAN & CO.
for the purpose of filing Form 1A as required under Rule Company Secretaries
4A of Investor Education and Protection Fund Authority ICSI Unique Code: P1991MH040400
(Accounting, Audit, Transfer and Refund) Rules, 2016 Peer Review Cert. No.: 606/2019
with Investor Education and Protection Fund w.r.t
amounts transferred to IEPF during FY 1999, 2000, S. N. Ananthasubramanian
2002, 2005 and 2007 respectively. Partner
FCS: 4206 | COP No.: 1774
We further report that:
ICSI UDIN: F0044206C002453213
 The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non- Date : 7 February 2022
Executive Directors, Independent Directors including at Place : Thane
47
Annexure A
To,
The Members,
CIN: L23200MH1979PLC021359
1st Floor, Technopolis Knowledge Park
Mahakali Caves Road,
Andheri ( East),
Mumbai 400 093
Our Secretarial Audit Report for the financial year ended 31 December 2021 of even date is to be read along with this letter.
Management’s Responsibility
1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure
compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and
operate effectively.
Auditor’s Responsibility
2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company
with respect to secretarial compliances.
3. We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate
for us to provide a basis for our opinion.
4. Wherever required, we have obtained the management’s representation about the compliance of laws, rules and
regulations and happening of events etc.
Disclaimer
5. We have conducted our Audit remotely based on the records and information made available to us through electronic
platform by the Company, due to COVID-19 pandemic induced lockdown and restrictions/Work From Home policy of the
Company in place for the purpose of issuing this report..
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
7. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
For S. N. ANANTHASUBRAMANIAN & CO.

Company Secretaries
ICSI Unique Code: P1991MH040400
Peer Review Cert. No.: 606/2019
S. N. Ananthasubramanian
Partner
FCS: 4206 | COP No.: 1774
ICSI UDIN: F004206C002453213
Date : 7 February, 2022

Place : Thane
48
Annexure VII
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013
READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014
(i) Ratio of the remuneration of each Director to the median remuneration of employees of the Company for the Financial
Year 2021, percentage increase in remuneration of the Chief Executive Officer, the Chief Financial Officer and other
Executive Directors and the Company Secretary during the Financial Year 2021:
Sr. Name of Director/KMP Designation Remuneration Percentage Ratio of
No. of Director/ increase in remuneration of
KMP for FY Remuneration each Director/KMP to
2021 in the Financial median remuneration
(INR in Crore) Year 2021 of employees
1 Mr. Sandeep Sangwan Managing Director 2.83 -23.9 12.1
2 Mr. Deepesh Baxi CFO & Wholetime Director 1.73 -25.1 7.4
3 Mr. Mayank Pandey1 Wholetime Director - 0.50 N.A. N.A.
Supply Chain
4 Mr. Uday Khanna* - - - -
5 Mr. R. Gopalakrishnan* - - - -
6 Mrs. Sangeeta Talwar* - - - -
7 Mr. Rakesh Makhija* - - - -
8 Mr. Udayan Sen - - - -
9 Mr. Sashi Mukundan - - - -
10 Mr. Ramchander - - - -
Subramaniam Avanavadi
11 Ms. Chandana Dhar2 Company Secretary 0.62 N.A. N.A.
12 Ms. Hemangi Ghag3 Company Secretary 0.46 N.A. N.A.
1
Mr. Mayank Pandey joined as a Whole-time Director with effect from 9 August 2021 and hence his remuneration is for
the period from 9 August 2021 to 31 December 2021.
2
Ms. Chandana Dhar relinquished office as a Company Secretary & Compliance Officer with effect from 5 September,
2021 and hence her remuneration is for the period from 1 January 2021 to 5 September 2021.
3
Ms. Hemangi Ghag was appointed as the Company Secretary & Compliance Officer with effect from 6 September 2022
and hence her remuneration is for the period from 6 September 2021 to 31 December 2021.
Accordingly, the percentage increase in Remuneration of the aforesaid Director/Company Secretary & Compliance Officer
and the ratio of their remuneration to median remuneration of employees, are not shown as the same are not comparable.
* The Independent Directors of the Company are entitled to sitting fees and commission as per the statutory provisions
and within the limits approved by the Board of Directors and Shareholders. The details of remuneration of Independent
Directors are provided in the Corporate Governance Report.
(ii) Other details:
Permanent employees on the rolls of the Company as on 31 December 2021 632
Percentage increase in the median remuneration of employees* in the Financial Year 16.2%
* excluding Managing Director and Wholetime Directors.
(iii) The average percentage increase made in salaries of employees (other than managerial personnel) was 12.4% while
increase in managerial remuneration was (-24.5)%. For the performance year 2020, performance linked bonus was not
paid resulting in a reduction in managerial remuneration. Please note that the average increase for employees includes
the Salary data of workmen who are covered under three different Long Term Settlement (LTS) for a period of 4 years
generally. The increase in salaries during the year are based on remuneration policy/reward philosophy of the company
and on annual appraisals of employees (excluding workmen who get covered under respective LTS).
Sandeep Sangwan Deepesh Baxi
Managing Director Chief Financial Officer & Wholetime Director
DIN: 08617717 DIN: 02509800
Place : Mumbai
Date : 2 May 2022
49
REPORT ON CORPORATE GOVERNANCE

[Pursuant to Part C of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
1.
BRIEF STATEMENT ON COMPANY’S Directors, which is in conformity with the SEBI (Listing
PHILOSOPHY ON CODE OF GOVERNANCE Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”). As of the year ended
Good governance practices stem from the value system 31 December 2021, the Board consisted of ten (10)
and philosophy of the organization and at Castrol, we are Directors comprising of three (3) executive Directors,
committed to optimize shareholder returns, governance three (3) Non-Executive Directors nominated by Castrol
processes and an entrepreneurial, performance focused, Limited, UK, as provided under the Articles of Association
conducive work environment. of the Company and four (4) Independent Directors. The
The values of the Company i.e. Safety, Respect, Chairman of the Board is a Non-Executive, Independent
Excellence, Courage and One Team in its ways of Director. None of the Directors of the Company is related
working, are fundamental drivers of sustainable business to each other.
performance.
During the year under review, the following changes
The Board is collectively responsible to ensure that took place in the composition of the Board of Directors:
Corporate Governance processes are structured to
a. appointment of Mr. Deepesh Baxi (DIN: 02509800)
direct the Company’s actions and agents to achieve this
as a Chief Financial Officer & Wholetime Director
purpose, while complying with the Code of Governance.
on the Board of the Company for a period of five
The Company’s policies cover aspects such as ethical
(5) years with effect from 1 January 2021.
conduct, care for health, safety and environment;
control and finance; commitment to employees and b. appointment of Mr. Mayank Pandey (DIN:
relationships as rooted in the Company’s Governance 09274832) as an Additional Director and the
Principles. Key aspects of the Company’s Governance Wholetime Director on the Board of the Company
processes are: for a period of five (5) years with effect from 9
August 2021, subject to the approval of the
• Clear statements of Board processes and the
Central Government.
Board’s relationship with the Management;
Appointment and Tenure
• A framework of prudent and effective controls
which enable risks to be assessed and mitigated; The Directors of the Company except nominee Directors
• Set the Company’s values and standards and are appointed by members at the General Meetings
ensure that obligations to shareholders and other and two-third of total number of Directors (other than
stakeholders are understood and fulfilled. The Independent Directors) retire by rotation pursuant to the
Board recognizes that in conducting its business, provisions of the Companies Act, 2013. The Executive
the Company should be responsive to other Directors serve in accordance with the terms of their
relevant stakeholders; contract of service with the Company.
• Review and where appropriate determine the Board Independence

long term strategy and the annual plan for the Based on the confirmation/disclosures received from
Company based on proposals made by the the Directors and on evaluation of the relationships
Management, for achieving the Company’s disclosed, all the Non-Executive, Independent Directors
purpose. including the Chairman are independent in terms of the
SEBI Listing Regulations.
2. BOARD OF DIRECTORS
The composition of the Board, Directorships/Committee
Composition and Category
membership positions in other companies as on year
The Board of Directors of the Company comprises of an ended 31 December 2021, numbers of meetings held
optimum combination of Executive and Non-Executive and attended during the year are as follows:
50
Name of Director Designation Category of Board Meetings Attendance Directorships Memberships of

Directorship during the year at the last in companies# Board Committees^
AGM (including (including Castrol
Castrol India India Limited)
Held Attended Limited) Member Chairman
Mr. R. Chairman & Non-Executive 5 5 Yes 4 3 1
Gopalakrishnan Independent Director
Director
Mr. Uday Khanna Independent Non-Executive 5 5 Yes 6 5 3
Director Director
Mrs. Sangeeta Talwar Independent Non-Executive 5 5 Yes 9 8 2
Director Director
Mr. Rakesh Makhija Independent Non-Executive 5 5 Yes 3 2 1
Director Director
Mr. Sashi Mukundan Nominee Director Non-Executive 5 5 Yes 3 0 0
(representing Castrol Director
Limited, UK)
Mr. A. S. Ramchander Nominee Director Non-Executive 5 5 No 1 1 0
Limited, UK)
Mr. Sandeep Managing Director Executive 5 5 Yes 1 1 0
Sangwan Director
Mr. Udayan Sen Nominee Director Non-Executive 5 5 No 1 1 0
Limited, UK)
Mr. Deepesh Baxi+ Chief Financial Executive 5 5 Yes 1 1 0
Officer & Director
Wholetime Director
Mr. Mayank Pandey@ Wholetime Director Executive 1 1 NA 1 0 0
Director
# Directorships exclude Directorships in Foreign Companies.

^ Board Committees’ memberships include memberships of Audit Committee and Stakeholders’ Relationship Committee of public limited companies, whether listed
or not.
+ Mr. Deepesh Baxi (DIN: 02509800) was appointed as Chief Financial Officer and Wholetime Director with effect from 1 January 2021.
@ Mr. Mayank Pandey (DIN: 09274832) was appointed as a Wholetime Director of the Company with effect from 9 August 2021.
Names of the listed entities where a Director of the Company is a Director and the category of Directorship as on
31 December 2021
Name of the Director Name of the Company Designation
Mr. R. Gopalakrishnan None -
Mr. Uday Khanna Pfizer Limited Non-Executive Independent Director
Kotak Mahindra Bank Limited Non-Executive Independent Director
Pidilite Industries Limited Non-Executive Independent Director
Mrs. Sangeeta Talwar HCL Infosystems Limited Non-Executive Independent Director
TCNS Clothing Co. Limited Non-Executive Independent Director
Mahindra Holidays & Resorts India Limited Non-Executive Independent Director
Mr. Rakesh Makhija Axis Bank Limited Non-Executive Independent Director
Mr. Sandeep Sangwan None -
Mr. Deepesh Baxi None -
Mr. Sashi Mukundan None -
Mr. A. S. Ramchander None -
Mr. Udayan Sen None -
51
Mr. Uday Khanna holds 1,600 equity shares of the Companies Act, 2013 and the SEBI Listing Regulations
Company, Mr. Ramchander Avanavadi Subramaniam read with the Circulars issued by MCA and SEBI with
holds 20 equity shares and Mr. Udayan Sen holds 1,508 respect to increase in the gap and extension for holding
equity shares of the Company. No other Non-Executive meetings pursuant to COVID-19 pandemic.
Director holds any shares in the Company. The Company Independent Directors’ Meeting
has not issued any convertible securities.
During the year, the Independent Directors of the
Board Meetings Company met separately on 29 October 2021 without
The Board meets at regular intervals to discuss and decide the presence of other Directors or management
on the business policy and strategy of the Company apart representatives, to review the performance of Non-
from other Board business. A tentative annual calendar Independent Directors, the Board and the Chairman
of the Board and Committee meetings is circulated to of the Company and to assess the quality, quantity
the Directors well in advance to facilitate them to plan and timeliness of flow of information between the
their schedule and to ensure meaningful participation in management and the Board.
the meetings. However, in case of a special and urgent Directors’ Induction and Familiarization
business need, the Board’s approval is taken by passing
The Board members are provided with necessary
resolutions by circulation, as permitted by law, which are
documents/brochures, reports and internal policies
noted and confirmed in the subsequent Board meeting.
to enable them to familiarize themselves with the
The notice of Board meeting is given well in advance Company’s procedures and practices. Periodic
to all Directors. Usually, meetings of the Board are held presentations are made at the Board and the Committee
in Mumbai. The agenda and pre-reads are circulated meetings, on business and performance updates of
well in advance before each meeting, to all Directors, the Company, global business environment, business
for facilitating effective discussion and decision strategy and risks involved.
making. Considerable time is spent by the Directors on Upon appointment, Independent Directors and Executive
discussions and deliberations at the Board meetings. Directors are issued letters of appointment setting out in
The Company Secretary & Compliance Officer is detail, the terms of appointment, duties, responsibilities
responsible for preparation of the agenda including and expected time commitments. The induction process
the background papers and convening of the Board for Non-Executive Directors and Independent Directors
and Committee meetings. The Company Secretary & include interactive sessions with the management,
Compliance Officer attends all meetings of the Board business and functional heads, visits to markets/plants,
and its Committees, advises/assures the Board on etc.
compliance and governance principles and ensures The Independent Directors, from time to time, request
appropriate recording of minutes of the meetings. the management to provide detailed understanding of
In addition to the formal meetings, interactions outside any specific project, activity or process of the Company.
the Board meetings also take place between the The management provides such information and
Chairman and the Independent Directors and with other training either at the meeting of Board of Directors or
Directors. otherwise.
During the financial year, total 5 (five) Board meetings Web link giving the details of familiarization programme
were held i.e. on 1 February 2021, 26 April 2021, 18 June imparted to the Independent Directors:
2021, 2 August 2021 and 29 October 2021 respectively. https://www.castrol.com/content/dam/castrol/country-
The maximum interval between any two meetings sites/en_in/india/familiarization-programme-for-
was within the maximum allowed gap pursuant to the directors-fy2021.pdf
52
The table below highlights the Core Areas of Expertise/Skills/Competencies of the Board members. However, absence of
mention of a skill/expertise/competency against a Director’s name does not indicate that the Director does not possess that
competency or skill:
Skills / Expertise / Competence
Sashi Mukundan
Sangeeta Talwar
Mayank Pandey
Gopalakrishnan
Rakesh Makhija
Uday Khanna
Deepesh Baxi
Ramchander
Udayan Sen
Avanavadi
Sangwan
Sandeep
R.
Business Leadership & Operations-
knowledge of the Lubricant Industry to provide important
insights and perspectives to the Board on the Company’s
commercial, strategic, manufacturing, legal and other
         
functions. Leadership experience resulting in a practical
understanding of the Company’s processes, develop talent,
succession planning and driving the long-term growth
strategy of the Company
Risk Management & Governance-
knowledge and understanding of business risks to provide
insights and perspective to the Board on enterprise risk.
   
Develop highest levels of governance practices, provide
insights about maintaining Board and management
accountability and to protect stakeholders interest
Finance & Accounting-
Provide financial expertise to the Board, including an
  
understanding and analysis financial statements, corporate
finance, accounting and capital markets
Business Expertise-
understanding of the lubricant operating and business
environment, market access and healthcare solutions.
        
Respond to change with agility, optimism and innovation.
Sound knowledge of Business Technology, Digital Marketing,
Strategic Development, Public Affairs, etc
Understanding of Consumer and Customer Insights in diverse
environments and conditions-
Experience of having managed organisations with large
     
customer interface in vital business environment and
economic conditions which helps in leveraging consumer
insights for business benefits
Understanding use of Digital / Information Technology across
the FMCG value chain-
Understanding the use of Information Technology across the
value chain, ability to foresee technological driven changes
     
and disruption impacting business and appreciation of the
need of cyber security and controls across the organisation
Board Evaluation
The Nomination and Remuneration Committee has specified the criteria for performance evaluation of the Directors, the Board
and its Committees. The Board is committed to evaluating its own performance as a Board and evaluating performance of
Individual Directors, in order to identify strengths and areas in which it may improve functioning. Further, overall effectiveness
of the Board is measured to decide the appointments and re-appointments of Directors. The details of annual Board evaluation
process for Directors have been provided in the Board’s Report.
53
Following are the major criteria applied for performance 2. recommending to the Board, the appointment,
evaluation: re-appointment and, if required, the replacement
of the statutory auditor and the fixation of audit
1. attendance and contribution at Board and Committee
fees;
meetings and application of his/her expertise, leadership
qualities and knowledge to give overall strategic 3. reviewing and monitoring the auditor’s
direction for enhancing the shareholders’ value. independence and performance;
2. his/her ability to create a performance culture that drives 4. recommending to the Board, the appointment
value creation and a high quality of debate with robust and remuneration of cost auditor;
and probing discussions. 5. approval of payment to statutory auditor for any
3. his/her ability to monitor the performance of the other services rendered by the statutory auditor;
management and satisfy himself/herself with integrity 6. reviewing with the Management, the annual
of the financial controls and systems in place, etc. financial statement and quarterly financial
Independent Directors’ performance is evaluated also information;
based on his/her help in bringing an independent 7. reviewing with the Management, performance
judgment to bear on the Board’s deliberations especially of internal auditor and adequacy of the internal
on issues of strategy, performance, risk management, control systems;
resources, key appointments and standards of conduct 8. reviewing the adequacy of internal audit function,
and his/her ability to bring an objective view in the including the structure of the internal audit
evaluation of the performance of the Board and the department, staffing and frequency of internal
management. audit;
Directors seeking appointment / re-appointments 9. discussing with internal auditor any significant
The details of Directors seeking appointments / re- findings and follow-up thereon;
appointments forms a part of the Notice of the 44th 10. reviewing the findings of any internal
Annual General Meeting of the Company. investigations by the internal auditor into matters
where there is suspected fraud or irregularity or
3. Committees of the Board a failure of internal control systems of a material
The Board Committees are set up to carry out clearly nature and reporting the matter to the Board;
defined roles which are considered to be performed by 11. discussion with statutory auditor before the audit
members of the Board, as a part of good governance commences;
practice. Minutes of the proceedings of Committee
12. to look into the reasons for substantial defaults, if
meetings are circulated to the Directors and placed
any, in the payment to the depositors, debenture
before Board meetings for noting. The Board has
holders, shareholders (in case of non-payment of
currently established the following Committees:
declared dividends) and creditors;
(A) Audit Committee
13. to review the functioning of the whistle blower
Members of the Audit Committee have wide exposure mechanism;
and knowledge in areas of finance and accounting. The
14. approval or any subsequent modification of
terms of reference of the Audit Committee have been
transactions of the Company with related parties;
drawn up in line with Regulation 18 of the SEBI Listing
Regulations and Section 177 of the Companies Act, 15. to evaluate internal financial controls and risk
2013. management systems; and
The Audit Committee, inter alia, provides reassurance 16. approval of appointment of Chief Financial Officer
to the Board on the existence of an effective internal (CFO).
controls environment. As on 31 December 2021, the Audit Committee comprises
The terms of reference of the Audit Committee are six (6) members viz. Mr. Uday Khanna, Mr. R. Gopalakrishnan,
briefly described below: Ms. Sangeeta Talwar, Mr. Rakesh Makhija, Mr. A. S. Ramchander
and Mr. Udayan Sen. Mr. Uday Khanna is the Chairman of the
1. oversight of the Company’s financial reporting
Committee.
process and the disclosure of its financial
information to ensure that the financial statement During the year under review, there were no changes in the
is correct, sufficient and credible; composition of the Committee.
54
Meetings of Audit Committee are also attended by the 7. recommend to the Board, all remuneration, in
Managing Director, the Chief Financial Officer, the Statutory whatever form, payable to senior management.
Auditors and the Internal Auditors as permanent invitees. The The NRC comprises five (5) members viz. Mrs. Sangeeta
Cost Auditors attend the Audit Committee meeting where Talwar, Mr. R. Gopalakrishnan, Mr. Uday Khanna, Mr.
cost audit reports are discussed. The Company Secretary Rakesh Makhija and Mr. Sashi Mukundan. The NRC is
& Compliance Officer acts as the Secretary to the Audit chaired by Mrs. Sangeeta Talwar.
Committee.
During the year under review there were no changes in
The Chairman of the Audit Committee attended the Annual the NRC.
General Meeting for the year ended 31 December 2020. The Company has adopted a policy on Nomination,
Five (5) meetings of the Audit Committee were held during Independence, Remuneration, Diversity and Evaluation
the financial year ended 31 December 2021 i.e. on 1 February (”the Policy”). The Policy is in compliance with all
2021, 26 April 2021, 18 June 2021, 2 August 2021 and applicable provisions of the Companies Act, 2013,
29 October 2021. The attendance of each member of the particularly Section 178 read together with the
Committee is given below: applicable rules thereto and Regulation 19(4) of the
Name of the Director Designation No. of Meetings SEBI Listing Regulations. The Policy is designed to attract
Director Category Held Attended and retain best talent, who has the potential to drive
Mr. Uday Khanna Independent Chairman 5 5 growth and enhance shareholder value, it is essential to
Mr. R. Independent Member 5 5 adopt comprehensive compensation policy which is in
Gopalakrishnan synchronization with the industry trends.
Mrs. Sangeeta Independent Member 5 5
The Company has also adopted the Policy which is
Talwar
based on the principle that the Company’s Board of
Mr. Rakesh Independent Member 5 5
Makhija Directors should have a balance of skills, experience and
Mr. A. S. Non-Executive Member 5 5 diversity of perspectives appropriate to the Company’s
Ramchander business. The Company recognizes that a Board
Mr. Udayan Sen Non-Executive Member 5 5 composed of appropriately qualified people with a
(B) Nomination and Remuneration Committee broad spectrum of experience relevant to the business
is important for effective corporate governance and
In terms of Section 178(1) of the Companies Act, 2013
sustained commercial success of the Company. The
and Regulation 19 of the SEBI Listing Regulations, the
Company aims to achieve a sustainable and balanced
Nomination and Remuneration Committee (“NRC”) has
development by building a diverse and inclusive culture.
been constituted.
The Policy is annexed to the Board’s Report.
The role (in brief) of the NRC is as follows:
Four (4) meetings of the NRC were held during the year
1. identify persons who are qualified to become
ended 31 December 2021 i.e. on 1 February 2021, 26
Directors and who may be appointed in senior
April 2021, 2 August 2021 and 29 October 2021. The
management in accordance with the criteria
Chairperson of the Committee attended the 43rd Annual
laid down and recommend to the Board their
General Meeting of the Company for the year ended 31
appointment / removal;
December 2020, held on 30 April 2021. The Company
2. carry out evaluation of every Director’s Secretary & Compliance Officer acts as the Secretary to
performance; the Committee.
3. devising a policy on Board diversity;
The attendance of each member of the NRC is given below:
4. formulate criteria for determining qualifications,
positive attributes and independence of a Name of the Director Designation No. of Meetings
Director and recommend to the Board a policy Director Category
Held Attended
relating to the remuneration for the Directors, key Mrs. Sangeeta Independent Chairperson 4 4
managerial personnel and other employees; Talwar
5. formulation of criteria for evaluation of Mr. R. Independent Member 4 4
performance of Independent Directors and the Gopalakrishnan
Board of Directors; Mr. Uday Khanna Independent Member 4 4
6. to decide whether to extend or continue the term Mr. Rakesh Independent Member 4 4
of appointment of the Independent Director, on Makhija
the basis of the report of performance evaluation Mr. Sashi Non-Executive Member 4 4
of Independent Directors; and Mukundan
55
Remuneration of Directors • the agreement with each Wholetime Directors and the
Managing Director is made for a period of 5 year(s).
(i) Pecuniary Relationship of Non-Executive Directors
Further, either party to the agreement is entitled to
The Company has no pecuniary relationship or terminate the agreement by giving not less than three
transaction with its Non-Executive Directors and months’ notice in writing to the other party.
Independent Directors other than payment of sitting
• the appointment of Executive Directors, Key Managerial
fees paid to the Independent Directors for attending
Personnel, the management and other employees
Board and Committee meetings and commission as
is by virtue of their employment with the Company
approved by the Members and the Board for their
and therefore, their terms of employment vis-à-vis
invaluable services to the Company.
salary, variable pay, service contract, notice period and
(ii) Details of remuneration paid to Directors severance fee, if any, are governed by the applicable
The Executive Directors are paid salary and policies of the Company at the relevant point in time.
performance linked bonus, which is calculated, based • presently, the Company does not have a scheme for
on pre-determined parameters of performance. grant of stock options to its employees. However, the
The Independent Directors are paid sitting fees and Directors are entitled to the shares of BP PLC (Ultimate
commission as determined by the Board from time to Holding Company) under the ‘BP Share-Match’ and
time. Other Non-Executive Directors do not receive any ‘BP Share Value Plan’ Schemes, as in force. In 2021, a
remuneration including sitting fees. Sitting fees to the one-time ‘bp reinvent share plan’ was launched for all
Independent Directors are being paid as permissible eligible bp employees including Wholetime Directors
under Rule 4 of the Companies (Appointment and and the Managing Director of the Company.
Remuneration of Managerial Personnel) Rules, 2014.
The details of remuneration of Non-Executive, Independent
The criteria of making payments to the Independent Directors for the financial year ended 31 December 2021 is
Directors are disclosed in the Policy and the same is as under:
available on https://www.castrol.com/content/dam/ (Amount in INR)
castrol/country-sites/en_in/india/home/corporate- Name of the Commission Sitting Fees Total
governance/nrc_policy_cil_2018.pdf Director
The details of remuneration paid to Executive Directors for the Mr. R. 20,00,000 8,00,000 28,00,000
financial year ended 31 December 2021 is as under: Gopalakrishnan
(Amount in INR) Mr. Uday 16,00,000 7,50,000 23,50,000
Name of the Salary Perquisites Retiral Performance Total Khanna
Director Benefits* Based
Incentives** Mrs. Sangeeta 16,00,000 9,00,000 25,00,000
Mr. Sandeep 23,467,215 3,651,233 1,181,250 - 28,299,698 Talwar
Sangwan Mr. Rakesh 16,00,000 9,50,000 25,50,000
Mr. Deepesh Baxi 15,124,802 1,303,969 878,550 - 17,307,321 Makhija
Mr. Mayank Pandey 4,733,116 - 227,385 - 4,960,501
(w.e.f. 9 August (C) Stakeholders’ Relationship Committee
2021) Stakeholders’ Relationship Committee (“SRC”) has
* Retiral benefits consist of Provident Fund, Gratuity Fund and been constituted to monitor and review investors’
Employee Pension Scheme. grievances. As on 31 December 2021, it comprises
** Performance based incentive was not paid for the year 2020 Mr. R. Gopalakrishnan (Independent Director),
(payable in the year 2021). Mr. Sandeep Sangwan and Mr. Deepesh Baxi.
• the key parameters for the performance based pay/ Mr. R. Gopalakrishnan is the Chairman of the Committee.
variable component of remuneration availed by the During the year under review:
Directors are considered by the Board of Directors
- Mr. Deepesh Baxi was appointed as the member
based on the recommendations of the Nomination and
of the Committee w.e.f. 1 January 2021.
Remuneration Committee. Variable pay/Performance
Linked Bonus (PLB) is linked to short-term performance - Ms. Hemangi Ghag, Company Secretary &
against the annual plan. The total overall bonus is linked Compliance Officer of the Company, is the
to performance relative to measure and targets reflected Compliance Officer for redressal of shareholders’ /
in the annual plan which in turn reflects Company’s investors’ complaints, with effect from
strategy. 6 September 2021.
56
One (1) meeting of the Committee was held during the (3) meetings of the Committee were held during
year ended 31 December 2021 on 26 April 2021 and all the year ended 31 December 2021 viz. on
members attended the said meeting. The Chairman of 1 February 2021, 2 August 2021 and 29 October 2021.
the Committee attended the Annual General Meeting
The attendance of each member of the CSR Committee is
for the year ended 31 December 2020. The Company
given below:
Secretary & Compliance Officer acts as the Secretary to
the Committee. Name of the Director Designation No. of Meetings
Director Category
The attendance of each member of the SRC is given Held Attended
below:
Mr. Rakesh Independent Chairman 3 3
Name of the Director Designation No. of Meetings Makhija
Director Category
Held Attended Mrs. Sangeeta Independent Member 3 3
Talwar
Mr. R. Independent Chairman 1 1
Gopalakrishnan Mr. Sashi Non- Member 3 3
Mr. Sandeep Executive Member 1 1 Mukundan Executive
Sangwan Mr. Sandeep Executive Member 3 3
Mr. Deepesh Executive Member 1 1 Sangwan
Baxi (w.e.f. 1
Mr. Deepesh Baxi Executive Member 3 3
January 2021)
(w.e.f. 1 January
Details of Shareholders’/Investors’ Complaints 2021)
During the Financial Year ended 31 December 2021, Please refer to the Board’s Report and its annexures for details
32 complaints were received from the shareholders. regarding CSR activities carried out by the Company during
Out of the total complaints received during the year Nil the year ended 31 December 2021.
were pending as on 31 December 2021. The complaints
(E) Risk Management Committee
relate to non-receipt of annual report, dividend, share
transfers, etc. As on 31 December 2021, the Risk Management
Committee (“RMC”) comprises Mr. Sandeep Sangwan,
Opening as on 1 January 2021 0 Managing Director as the Chairman of the Committee
Received during the year 32 and other members viz. Mr. Deepesh Baxi, Chief Financial
Disposed off during the year 32 Officer and Wholetime Director and Mr. Siddharth
Closing as on 31 December 2021 0 Shetty, Managing Counsel and Mr. Rakesh Makhija,
Non-Executive Independent Director of the Company.
(D) Corporate Social Responsibility Committee The Company Secretary & Compliance Officer acts as
the Secretary to the Committee.
As on 31 December 2021, the Corporate Social
Responsibility (“CSR”) Committee comprises Mr. Rakesh Two (2) meetings of the RMC were held during the year
Makhija, Mrs. Sangeeta Talwar, Mr. Sashi Mukundan, ended 31 December 2021 viz. on 12 April 2021 and 12
Mr. Sandeep Sangwan and Mr. Deepesh Baxi. October 2021.
Mr. Rakesh Makhija is the Chairman of the Committee.
During the year under review there were following
During the year under review there were following changes in the RMC:
changes in the CSR Committee:
1. Mr. Deepesh Baxi was appointed as the Member
1. Mr. Deepesh Baxi was appointed as the Member of the Committee w.e.f. 1 January 2021.
of the Committee w.e.f. 1 January 2021.
2. Mr. Rakesh Makhija, Independent Director was
The Company Secretary & Compliance Officer appointed as the Member of the Committee
acts as the Secretary to the Committee. Three w.e.f. 18 June 2021.
57
The attendance of each member of the RMC is given below: Code of Conduct
Name of the Director Designation No. of Meetings The Company’s Code of Conduct (“CoC”) is based on
Director Category Held Attended its values and clarifies the principles and expectations
Mr. Sandeep Executive Chairman 2 2 for everyone who works at Castrol India Limited. It
Sangwan applies to all Castrol India Limited employees, officers
Mr. Siddharth KMP Member 2 1 and members of the Board. The Code of Conduct is
Shetty available on the website of the Company https://www.
Mr. Deepesh Baxi Executive Member 2 2 castrol.com/content/dam/castrol/country-sites/en_in/
(w.e.f. 1 January india/home/corporate-governance/bp_coc.pdf
2021)
The Board of Directors are responsible for ensuring
Mr. Rakesh Independent Member 1 1
that rules are in place to avoid conflict of interest by
Makhija (w.e.f.
18 June 2021)
the Board members and the Management. The Board
has adopted the Code of Conduct for the members
Internal Controls and Risk Management of the board and senior management team. The Code
provides that the Directors are required to avoid any
The Company has laid down internal financial controls
interest in contracts entered into by the Company.
framework through a combination of entity level
If such an interest exists, they are required to make
controls, process level controls and IT general controls,
adequate disclosures to the Board and to abstain from
inter-alia, to ensure orderly and efficient conduct
discussion, voting or otherwise influencing the decision
of business, including adherence to the Company’s
on any matter in which the concerned Director has or
policies and procedures, accuracy and completeness
may have such interest. The members of the Board and
of accounting records and timely preparation and
the management annually confirm the compliance of
reporting of reliable financial statements/information,
the Code of Conduct to the Board.
safeguarding of assets, prevention and detection of
frauds and errors. The Code of Conduct for the members of the Board and
senior management team is in addition to the Code of
The evaluation of these internal financial controls was
Conduct of the Company. A copy of the said Code of
done through the internal audit process, established
Conduct is available on the website of the Company at
within the Company and also through appointing
– https://www.castrol.com/en_in/india/home/investors/
professional firm to carry out such tests by way of
corporate-governance.html#accordion_code-of-conduct
systematic annual internal audit program. Based on
the review of these reported evaluations, the Directors 5. General Body Meetings
confirm that, for the preparation of financial accounts
for the year ended 31 December 2021, the applicable Location and time of the last three AGMs of the Company:
Accounting Standards have been followed and the Location Date Time Special Resolution
design of the internal financial controls were found to Video Conferencing 30 April 3:00 Nil
be adequate and that no significant deficiencies were (“VC”) / Other 2021 P.M.
noticed. Audio Visual Means IST
(“OAVM”)
During the year, on the recommendation of the Audit Video Conferencing 15 July 3:00 1. Re-appointment of
Committee, the Board of Directors appointed M/s. (“VC”) / Other 2020 P.M. Mr. R. Gopalakrishnan
KPMG, Chartered Accountants as the Internal Auditor Audio Visual Means IST (DIN: 00027858) as an
(“OAVM”) Independent Director of the
of the Company. Company for a term of 5 (five)
years effective 1 October 2019
4. Affirmation and Disclosure 2.
Re-appointment of Mr. Uday
• there were no materially financial or commercial Khanna (DIN: 00079129) as
transaction, between the Company and members an Independent Director of the
Company for a term of 5 (five)
of the management that may have a potential years effective 1 October 2019.
conflict with the interest of the Company at large. Yashwantrao 15 May 10:00 Nil
• all details relating to financial and commercial Chavan Pratishthan 2019 A.M.
Auditorium, General IST
transactions where Directors may have a Jagannath Bhosale
pecuniary interest are provided to the Board and Marg, Nariman Point,
the interested Directors neither participate in the Opp. Mantralaya,
discussion nor vote on such matters. Mumbai-400021
58
Postal Ballot Financial Year

During the year no special resolution was passed through 1 January to 31 December
postal ballot. There is no special resolution proposed to The Company has obtained approval from the Company
be conducted through postal ballot. Law Board vide order No. 19 dated 23 April 2015 to
follow financial year other than April to March.
6.
Means of Communication with
Shareholders Due Dates for Transfer of Unclaimed Dividend to
The Company regularly interacts with shareholders the Investor Education and Protection Fund (“IEPF”)
through multiple channels of communication such as Year Dividend Date of Due Date
results’ announcements, annual report, media releases, Declaration for transfer
Company’s website and subject specific communications. to IEPF
The quarterly, half yearly and annual results of the 2014 Final 14-05-2015 19-06-2022
Company’s performance are published in leading 2015 Interim 29-07-2015 03-09-2022
newspapers such as Business Standard and Sakal. 2015 Final 05-05-2016 10-06-2023
The aforesaid results are also made available on the 2016 Interim 27-07-2016 01-09-2023
website of the Company – https://www.castrol.com/ 2016 Special 21-02-2017 29-03-2024
en_in/india/home/investors/financial-results.html. The
2016 Final 31-05-2017 06-07-2024
website also displays vital information relating to the
2017 Interim 23-08-2017 28-09-2024
Company and its performance and official press releases.
2017 Final 03-05-2018 08-06-2025
The quarterly results, shareholding pattern and all other
2018 Interim 31-07-2018 05-09-2025
corporate communication to the stock exchanges are
filed through NSE Electronic Application Processing 2018 Final 15-05-2019 20-06-2026
System (NEAPS) and BSE Listing Centre, for dissemination 2019 Interim 29-07-2019 03-09-2026
on their respective websites. 2019 2 Interim
nd
17-06-2020 23-07-2027
Presentations, if any, referred to during analysts and 2020 Interim 27-10-2020 02-12-2027
institutional investors’ meets / calls every quarter are 2020 Final 30-04-2021 05-06-2028
displayed on the Company’s website https://www. 2021 Interim 02-08-2021 07-09-2028
castrol.com/en_in/india/home/investors/intimation-to-
share-holders.html#tab_2021. Listing on Stock Exchanges — Equity Shares
BSE Limited (“BSE”)
7. General Shareholder Information
Phiroze Jeejeebhoy Towers,
Forty-Fourth (44th) Annual General Meeting Dalal Street, Mumbai – 400 001
Date : Wednesday, 8 June 2022 National Stock Exchange of India Limited (“NSE”)
Time : 10.00 AM IST ‘‘Exchange Plaza”,
Bandra-Kurla Complex,
Venue : Annual General Meeting through Video
Bandra (E), Mumbai – 400 051
Conferencing/ Other Audio-Visual Means
(VC/OAVM facility) [Deemed Venue for Payment of Listing Fees
Meeting: Registered Office: Technopolis Annual listing fees for the financial year 2021-22 have
Knowledge Park, Mahakali Caves Road, been paid by the Company to BSE and NSE.
Chakala, Andheri (East), Mumbai – 400 093]
Stock Code
Last date for receipt of proxy forms: Not Applicable
Book Closure Dates: Saturday, 4 June 2022 to BSE Limited 500870
Wednesday, 8 June 2022 National Stock Exchange of India Limited CASTROLIND
ISIN INE172A01027
Dividend Payment Date: on or before 7 July 2022
59
Market Price Data

Monthly high and low quotation of the equity shares of the Company traded on the BSE and the NSE during the year ended 31
December 2021:
Month BSE NSE

High (INR) Low (INR) High (INR) Low (INR)
January 2021 131.80 121.95 131.80 121.80
February 2021 135.40 123.30 135.50 123.20
March 2021 140.35 117.75 140.30 117.70
April 2021 134.15 117.75 134.40 117.70
May 2021 138.15 122.25 138.25 122.85
June 2021 154.90 131.45 154.90 131.25
July 2021 149.90 137.50 150.00 137.70
August 2021 142.40 127.00 142.70 127.10
September 2021 143.85 132.30 143.90 133.50
October 2021 149.55 136.50 149.60 136.30
November 2021 142.50 128.75 142.50 128.70
December 2021 129.50 120.00 126.90 119.70
Stock Performance in comparison to the BSE 200 and NSE Nifty 500 indices
BSE 200 VS CASTROL INDIA LIMITED NSE NIFTY 500 VS CASTROL INDIA LIMITED
SHARE PRICE (INDEXED) SHARE PRICE (INDEXED)
140.00 150.00
130.00 140.00
130.00
120.00
120.00
110.00
110.00
100.00
BSE 100.00 Nifty
90.00
Castrol
90.00 Castrol
80.00
80.00
70.00 70.00
60.00 60.00
1-Aug-21
1-Aug-21
1-Oct-21
1-Oct-21
1-Jul-21
1-Jul-21
1-Apr-21
1-Apr-21
1-Jun-21
1-Jun-21
1-Jan-21
1-Jan-21
1-Dec-21
1-Dec-21
1-Sep-21
1-Sep-21
1-May-21
1-May-21
1-Mar-21
1-Mar-21
1-Nov-21
1-Nov-21
1-Feb-21
1-Feb-21
During the financial year ended 31 December 2021, securities Share Transfer System
of the Company have not been suspended from trading on
All shares sent for transfer in physical form are registered
any of the stock exchanges where they are listed.
by the Registrar and Share Transfer Agents as per the SEBI
The Registrar and Share Transfer Agent of the Company Listing Regulations. Request for transfer and transmissions
are approved by the Share Transfer Agent under the authority
Link Intime India Private Limited is the Registrar and Share
granted by the Board. Shares under objection are returned
Transfer Agent of the Company as on 31 December 2021.
within two weeks. All requests for dematerialization of shares
Address for Correspondence: are processed and the confirmation is given to the respective
Link Intime India Private Limited depositories i.e. the National Securities Depository Limited
(Registrar and Share Transfer Agent) (NSDL) and the Central Depository Services (India) Limited
C-101, 247 Park, L.B.S. Marg, (CDSL) within 15 days.
Vikhroli (West), Mumbai – 400 083
Phone: 022 4918 6000
Toll free number: 1800 1020 878
Email: rnt.helpdesk@linkintime.co.in
60
Distribution of shareholding by size class:

No. of Shares held No. of shares No. of shareholders % of shareholders
Upto 500 24626943 223319 83.35
501 – 1000 14525631 18449 6.89
1001 – 2000 16293884 10834 4.04
2001 – 3000 10619894 4192 1.56
3001 – 4000 8894121 2483 0.93
4001 – 5000 8039332 1747 0.65
5001 – 10000 25493601 3507 1.31
10001 and above 880628978 3392 1.27
Total 989122384 267923 100.00
Distribution of shareholding by ownership:

Sr. No. Category No. of shareholders No. of shares held % of the total paid up
capital
I Foreign Promoter Company 1 504452416 51.00
II Foreign Collaborator 0 0 0.00
III Foreign Institutional Investors & FPI & Foreign National 197 120233044 12.16
IV Overseas Bodies Corporate 0 0 0.00
V Non-Resident Indians 4586 10105278 1.02
VI Public Financial Institutions 2 2500768 0.25
VII Indian Mutual Funds & Alternate Investment Fund 33 18475855 1.87
VIII Nationalised Banks/ 9 530120 0.05
IX Non-Nationalized Bank 11 2624 0.00
X Other Banks (Foreign Bank) 2 19276 0.00
XI Domestic Companies (Other Bodies Corporate) 79 2692577 0.27
XII Resident Individuals 256360 172400421 17.42
XIII Directors and Relatives 4 3228 0.00
XIV Others (Clearing Member, HUF, Insurance 6637 157706777 15.94
Companies, IEPF, NBFC, Trust)
Total 267921 989122384 100.00
As on 31 December 2021, about 99.15% of the paid-up share Email ID for investors: investorrelations.india@castrol.com,
capital of the Company has been dematerialized. Trading in Phone: +91 22 6698 4100
equity shares of the Company is permitted only in dematerialized
Commodity price risks/Foreign exchange risk and
form. Promoter’s holding is held in dematerialized form.
hedging activities
The Company has not maintained any demat suspense account The Company is subject to commodity price risks due to
and/or unclaimed suspense account as on 31 December 2021. fluctuation in prices of base oil. A part of the Company’s
Outstanding GDRs/ADRs/Warrants or any convertible payables are in foreign currencies and due to fluctuations
instruments, conversion date and likely impact on equity in foreign exchange prices, it is subject to foreign exchange
risks. The Company has in place a robust risk management
The Company has not issued any GDRs/ADRs/ Warrants or any framework for identification and monitoring and mitigation of
convertible instruments. foreign exchange risks.
Plant Locations 8. Other Disclosures
The Company’s plants are located at Patalganga in (a) Disclosures on materially significant related party
Maharashtra; Paharpur in West Bengal and Silvassa (Union transactions having potential conflict with the
Territory). interests of the Company at large
Address for Correspondence (other than queries relating In line with the applicable statutory requirements, the
to shares) Company has formulated a Policy on Related Party
Transactions which is also available on Company’s website
Castrol India Limited at https://www.castrol.com/content/dam/castrol/country-
1st Floor, Technopolis Knowledge Park, Mahakali Caves Road, sites/en_in/india/home/corporate-governance/related_
Andheri (East), Mumbai – 400 093 party_transactions_policy_cil_2018.pdf
61
The Policy intends to ensure that proper reporting, the Chairman’s office in connection with performance of
approval and disclosure processes are in place for all his duties as the Chairman of the Company.
transactions between the Company and Related Parties. B. Shareholders’ Rights – Half yearly results
There were no related party transactions that may have
As the Company’s quarterly yearly results are published
potential conflict with the interest of the Company at
in an English newspapers having circulation all over
large.
India and in a Marathi newspaper having circulation
(b) Whistle Blower Policy/Vigil Mechanism in Mumbai, the same are not sent separately to the
The Company has a robust whistle-blower mechanism shareholders of the Company, but hosted on the website
called “OpenTalk’’. The employees are encouraged to of the Company.
raise any of their concerns by way of whistle-blowing C. Audit Qualification
and all employees have been given access to the Audit There are no qualifications contained in the audit report.
Committee Chairman through a dedicated e-mail
D. Separate positions of the Chairman and the CEO/
address indiaauditcommitteec@bp.com. No employee
Managing Director
has been denied access to the Audit Committee
pertaining to the Whistle Blower Policy. The positions of the Chairman and the Managing
Director are separate.
(c) Details of payment to Statutory Auditors
E. Reporting of Internal Auditors
Deloitte Haskins & Sells LLP, Chartered Accountants
(Firm Registration No. 117366W/W-100018) have been The internal auditors of the Company report to the
appointed as the Statutory Auditors of the Company. Audit Committee and make detailed presentation at
quarterly meetings.
During the year ended 31 December 2021, the Company
has paid a consolidated sum of INR 1.63 Crores to the F. The Company has no subsidiary and hence there is no
Statutory Auditors. need to frame any policy for determining “material”
subsidiary.
(d) The Company has complied with all mandatory
items of the SEBI (Listing Obligations and Disclosure G. There is no non-compliance of any requirement of
Requirements) Regulations, 2015. Corporate Governance Report of sub-para (2) to (10) of
the Part C of Schedule V of the SEBI Listing Regulations.
(e) As per Clause 13 of Part C of Schedule V to the SEBI Listing
Regulations, the Company has made disclosures of the H. Disclosures in relation to the Sexual Harassment of
compliance with corporate governance requirements Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
specified in Regulation 17 to 27 and Clauses (b) to (i)
of sub-regulation (2) of Regulation 46 on the website of Sr. Particulars No. of
the Company. No. Complaints
a. Number of Complaints filed during 0
9. Discretionary Requirements the Financial Year
A. The Board b. Number of Complaints disposed off 0
during the Financial year
The Chairman of the Board does not maintain a Chairman’s
office at the Company’s expense. However, the Company, c. Number of complaints pending as on 0
the end of the Financial year
from time to time, reimburses the expenses in relation to
DECLARATION FOR COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY
In accordance with requirements under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I, Sandeep
Sangwan in my capacity as the Managing Director of the Company hereby confirm that all members of the Board of Directors
and the Senior Management Personnel of the Company have affirmed their compliance with the Company’s Code of Conduct
of the Company for the Board of Directors and the Senior Management, for the Financial Year ended 31 December 2021.
Sandeep Sangwan
Place: Mumbai Managing Director
Date: 7 February 2022 DIN: 08617717
62
CERTIFICATE BY A COMPANY SECRETARY IN PRACTICE

[Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]
To,
The Board of Directors

CIN: L23200MH1979PLC021359
Mahakali Caves Road, Andheri - East,
Mumbai – 400 093.
We have examined the following documents:
i) Declaration of non-disqualification as required under Section 164 of Companies Act, 2013 (‘the Act’);
ii) Disclosure of concern or interests as required under Section 184 of the Act; (hereinafter referred to as ‘relevant
documents’)
as submitted by the Directors of Castrol India Limited (‘the Company’) bearing CIN: L23200MH1979PLC021359 and
having its registered office at Technopolis Knowledge Park, Mahakali Caves Road, Andheri - East, Mumbai – 400 093.,
to the Board of Directors of the Company (‘the Board’) for the Financial Year 2021 and Financial year 2022 and relevant
registers, records, forms and returns maintained by the Company and as made available to us for the purpose of issuing
this Certificate in accordance with Regulation 34(3) read with Schedule V Para C Clause 10(i) of SEBI (LODR) Regulations,
2015. We have considered non-disqualification to include non-debarment by Regulatory/ Statutory Authorities.
It is the responsibility of Directors to submit relevant documents with complete and accurate information in accordance
with the provisions of the Act.
We have issued this certificate on the basis of records and information made available to us through electronic platform
by the Company, due to COVID-19 pandemic induced lockdown and restrictions/ Work From Home policy of the
Company.
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion based on our verification.
Based on our examination as aforesaid and such other verifications carried out by us as deemed necessary and adequate
(including Directors Identification Number (DIN) status at the portal www.mca.gov.in), in our opinion and to the best of
our information and knowledge and according to the explanations provided by the Company, its officers and authorized
representatives, we hereby certify that none of the Directors on the Board of the Company, as listed hereunder for the
Financial Year ended 31st December, 2021, have been debarred or disqualified from being appointed or continuing as
Directors of Companies by Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such statutory
authority.
Director
Sr. Date of
Name of Director Identification Date of cessation
No. Appointment
Number (DIN)
1 Mr. Ramabadran Gopalakrishnan 00027858 17-10-2000 NA
2 Mr. Sashi Alankarath Mukundan 02519725 21-04-2009 NA
3 Mr. Uday Chander Khanna 00079129 03-01-2012 NA
4 Mrs. Sangeeta Talwar 00062478 23-07-2018 NA
5 Mr. Rakesh Makhija 00117692 01-10-2019 NA
6 Mr. Ramchander Subramaniam Avanavadi 00046647 29-04-2019 NA
63
Director
Sr. Date of
Name of Director Identification Date of cessation
No. Appointment
Number (DIN)
7 Mr. Udayan Sen 02083527 02-04-2020 NA
8 Mr. Sandeep Sangwan 08617717 01-01-2020 NA
9 Mr. Deepesh Baxi 02509800 01-01-2021 NA
10 Mr. Mayank Pandey 09274832 09-08-2021 NA
This Certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
This Certificate has been issued at the request of the Company to make disclosure in its Corporate Governance Report of
the Financial Year ended 31 December, 2021.
For S. N. ANANTHASUBRAMANIAN & CO Company Secretaries

ICSI Unique Code P1991MH040400
Peer Review Cert. No. 606/2019
S.N. Ananthasubramanian
Partner
FCS : 4206
COP No. : 1774
ICSI UDIN : F004206C002452951
Date: 7 February 2022

Place: Thane
64
TO THE MEMBERS OF CASTROL INDIA LIMITED
INDEPENDENT AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE
1. This certificate is issued in accordance with the terms of our engagement letter dated July 02, 2021.
2. We, Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of Castrol India Limited (“the Company”),
have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on December
31, 2020, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations).
Managements’ Responsibility
3. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility
includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with
the conditions of the Corporate Governance stipulated in Listing Regulations.
4. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for
ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion
on the financial statements of the Company.
5. We have examined the books of account and other relevant records and documents maintained by the Company for
the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the
Company.
6. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note
on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the
Standards on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose
of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which
requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
Opinion
8. Based on our examination of the relevant records and according to the information and explanations provided to us and
the representations provided by the Management, we certify that the Company has complied with the conditions of
Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of
Schedule V of the Listing Regulations during the year ended December 31, 2021.
9. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.
For Deloitte Haskins & Sells LLP

Chartered Accountants
Firm’s Registration No. 117366W / W-100018
Samir R. Shah
Partner
Membership No. 101708
UDIN: 22101708AAROYO6354
Place: Mumbai
65
Castrol India Limited Annual Report 2021 – Financials
BUSINESS RESPONSIBILITY REPORT
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

Sr. No. Particulars Information
1. Corporate Identity Number (CIN) of the Company L23200MH1979PLC021359
2. Name of the Company Castrol India Limited
3. Registered Address 1st Floor, Technopolis Knowledge Park,
Andheri (East), Mumbai – 400 093
4. Website www.castrol.co.in
5. E-mail id investorrelations.india@castrol.com
6. Financial Year Reported 1 January to 31 December, 2021
7. Sector(s) that the Company is engaged in 271000.61 – Lubricating oils
(industrial activity code-wise)
8. List three key products/services that the Company Lubricating oils
manufactures/provides (as in balance sheet):
9. Total number of locations where business activity is • umber of International Locations
N
undertaken by the Company (Provide details of major 5): None
• Number of National Locations: 8
 Corporate Office – 1
 Regional Offices – 4
 Plants – 3
10. Markets served by the Company – Local/State/ National
National/International
SECTION B: FINANCIAL DETAILS OF THE COMPANY

Sr. No. Particulars Information
1. Paid up Capital (INR) Rs. 494.56 Crores
2. Total Turnover (INR) Rs. 4192.1 Crores
3. Total profit after taxes (INR) Rs. 758.1 Crores
4. Total Spending on Corporate Social Responsibility 2.8% of PAT (Rs. 21.2 Crores on PAT of
(CSR) as percentage of profit after tax (%) Rs. 758.1 Crores)
5. List of activities in which expenditure in 4 above has Please refer to CSR Report on page no. 40
been incurred:
SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary Company/Companies?
The Company does not have any Subsidiary Company.
2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If

yes, then indicate the number of such subsidiary company(s).
Not applicable.
66
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with,
participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/
entities? [Less than 30%, 30-60%, More than 60%]
The Code of Conduct of the Company is applicable to all the business entities who do business with the
Company. The business partners however do not directly participate in Business Responsibility initiatives of the
Company.
SECTION D: BR INFORMATION
Details of Director/Directors responsible for BR
(a) Details of the Director/Directors responsible for implementation of the BR policy/policies:
Particulars Details
DIN Number 08617717 02509800 09274832
Name Mr. Sandeep Sangwan Mr. Deepesh Baxi Mr. Mayank Pandey
Designation Managing Director Chief Financial Officer Wholetime Director
and Wholetime Director
(b) Details of the BR head:
Sr. No. Particulars Details

1. DIN Number 08617717 02509800 09274832
(if applicable)
2. Name Mr. Sandeep Sangwan Mr. Deepesh Baxi Mr. Mayank Pandey
3. Designation Managing Director Chief Financial Officer Wholetime Director
and Wholetime Director
4. Telephone number +91-22-6698 4100
5. E-mail ID investorrelations.india@castrol.com
2a. Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N)
Sr. No. Questions P P P P P P P P P

1 2 3 4 5 6 7 8 9
Human Rights
Responsibility
Sustainability
Stakeholders’
Development
Environment
Employees’
Regulatory
well-being
Customer
Equitable
Business
Welfare
Ethics
Policy
1. Do you have a policy/policies for.... Y Y Y Y Y Y Y Y Y

2. Has the policy been formulated
in consultation with the relevant Y Y Y Y Y Y Y Y Y
stakeholders?
3. Does the policy conform to any Majority of the company policies are aligned with bp group
national /international standards? If policies which incorporates global best practices. The Company
yes, specify? is an ISO 9001 Company and the manufacturing locations are
14001 and 18001 certified.
67
Sr. No. Questions P P P P P P P P P

1 2 3 4 5 6 7 8 9
Human Rights
Responsibility
Sustainability
Stakeholders’
Development
Environment
Employees’
Regulatory
well-being
Customer
Equitable
Business
Welfare
Ethics
Policy
4. Has the policy been approved by the
Board? If yes, has it been signed by
Y Y Y Y Y Y Y Y Y
MD/Owner/ CEO/ appropriate Board
Director?
5. Does the Company have a
specified committee of the Board/
Y Y Y Y Y Y Y Y Y
Director/ Official to oversee the
implementation of the policy?
6. Indicate the link for the policy to be bp Code of Conduct: https://www.bp.com/content/dam/bp/
viewed online? business-sites/en/global/corporate/pdfs/who-we-are/our-code-
our-responsibility.pdf
Castrol Code of Conduct: https://www.castrol.com/en_in/india/

home/investors/code-of-conduct.html
Customer policy: https://www.castrol.com/en_in/india/home/

castrol-story/customer-policy.html
HSSE policy: https://www.castrol.com/en_in/india/home/castrol-

story/hse-policy.html
CSR policy: https://www.castrol.com/content/dam/castrol/

country-sites/en_in/india/cil-csr-policy-2021.pdf
7. Has the policy been formally
communicated to all relevant Y Y Y Y Y Y Y Y Y
internal and external stakeholders?
8. Does the Company have in-house
structure to implement the policy/ Y Y Y Y Y Y Y Y Y
policies?
9. Does the Company have a grievance
redressal mechanism related to
the policy/policies to address Y Y Y Y Y Y Y Y Y
stakeholders’ grievances related to
the policy/policies?
10. Has the Company carried out
independent audit/evaluation of the
Y Y Y Y Y Y Y Y Y
working of this policy by an internal
or external agency?
68
2b. If answer to Sr. No. 1 against any principle, is ‘No’, please explain why:
Not applicable
3. Governance related to BR
● Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to
assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More
than 1 year?
The Board of Directors of the Company assesses various initiatives forming part of the BR performance
of the Company at least once a year.
● Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing
this report? How frequently it is published?
The Company publishes the information on BR in the Annual Report of the Company available on the
website of the Company.
https://www.castrol.com/en_in/india/home/investors/annual-reports.html
SECTION E: PRINCIPLE-WISE PERFORMANCE
Principle 1 – Ethics, Bribery and Corruption, is consistent with our Code. We will take appropriate
Transparency measures where we believe they have not met our
expectations or their contractual obligations.
Code of Conduct
The Company’s Code of Conduct (also referred to as The Company collaborates closely with all stakeholders
the ‘Code’) is a public statement that the Company is in order to initiate and foster fair business practices in
committed to doing the right thing. all spheres of business to create and sustain an ethical
and transparent environment.
The Code is based on the Company’s values and clarifies
the ethics and compliance expectations for everyone Certifying the Code
who works for the Company. The Code includes sections Each year, the Company engages its employees in Code
on operating safely, responsibly and reliably; Company’s of Conduct certification. It is embedded in the annual
people; Company’s business partners; the governments performance contract of all employees to comply with
and communities the Company works with and its assets the Code.
and financial integrity. The Code includes references to
Company’s relevant internal standards including anti- Fostering a ‘Speak Up’ culture
bribery and anti-corruption, anti-money laundering, The Company is committed to providing an open
competition and anti-trust laws and trade sanctions. The environment where its employees, contractors and other
Company conducts due diligence on all its vendors and stakeholders are comfortable speaking up whenever
customers in accordance with these policies. they have a question about the Code or think that laws,
regulations or the Code may have been breached. All
To Whom the Code of Conduct applies to stakeholders are encouraged to raise concerns with the
Our Code applies to all bp employees, officers, and Company’s management team or the helpline number
members of the Board. Business partners, including available to all stakeholders.
operated joint ventures and third parties, can have a
direct impact on our reputation through their behavior. In the financial year 2021, a total of 10 complaints,
For this reason, we want to work with business partners issues and concerns were reported under the Speak up
that share our commitment to safety and ethics policy of the Company and were investigated/ are under
and compliance. We expect and encourage all our investigation in accordance with the Code of Conduct
contractors and their employees to act in a way that protocols of the Company.
69
For details on shareholders’ / investors’ complaints, technology cling to the surface, lock with each other
refer to the Corporate Governance Report on Page 50. and protect the critical engine parts. This helps provide
50% better protection from WARM-UP wear and STOP-
Principle 2 – Products Lifecycle Sustainability START wear, saves upto 50 litres of fuel in a year, thus
giving non-stop protection from every start.
Businesses should provide goods and services
that are safe and contribute to sustainability The following BS-VI ready products were launched in
throughout their life cycle 2021 in India under the MAGNATEC portfolio:
• MAGNATEC STOP-START 0W-20
All three CIL manufacturing plants are certified to the • MAGNATEC STOP-START 5W-30
Environment Management System (ISO 14001:2015), • MAGNATEC SUV 5W-40
Occupational Health and Safety Management System • MAGNATEC STOP-START 0W-16
(ISO 45001: 2018) and Quality Management System
Standard (ISO 9001:2015), with two of the plants certified The raw material sourcing and finished goods distribution
with the Automotive Quality Management System IATF systems of the company continue to be optimized with a
16949:2016. Our Silvassa plant received a GOTS (Global focus on ensuring as much bulk consolidation as possible.
Organic Textile Standards) certification in 2021. The focus continues to be on maximizing high-capacity
vehicles for delivering the products.
The Company’s commitment to sustainability is
demonstrated through maintaining products like The Company has taken various energy efficiency
Castrol VECTON RX fuelsaver with 3% fuel efficiency measures at its plants including - consolidated energy
and Castrol VECTON LONG DRAIN CK4 proven up to audit to optimize energy conservation across all
120,000KM ODI. processes end to end, with a multi-year implementation
plan, reduced temperature blending across 30% of the
The Company also launched EV fluids to cater to the portfolio thereby reducing the heating requirement
growing requirement of electric mobility in India. The in manufacturing, rationalization of EHT operations
company continues to work with OEMs to develop EV by changing temperature set points in storage tanks
fluids for their requirement. The Company currently and multiple efficiency measures to reduce Specific
supplies EV fluids to two of India’s leading passenger Fuel Consumption in boiler operations by 15% at its
car OEMs and is exploring options to supply EV fluids to Patalganga plant in Maharashtra.
manufacturers of two wheelers.
With continued focus on sustainability, there is
continuous optimization of flush oil generated in the
In the Industrial segment, the Company has environment
manufacturing process and ensuring maximum reuse of
friendly products like Hysol SL 35 XBB, Alusol SL 61
the same across our portfolio.
XB and Techniclean 80 XBC which deliver prolonged
fluid life with an improved health and safety profile.
Equivalent plastic is collected from the market as per
In greases, we have environment friendly Mine Grease
compliance to the Extended Product Responsibility
for Construction and Mining space and Molub Alloy
guidelines (EPR) guidelines.
6080/460-1.5 for the steel industry. We are also offering
our sustainable carbon neutral product Optigear CT Installation of sprinkler system to reuse ETP treated water
320 for wind industry. for gardening and eliminating major sources of water
leakage in the plant is being undertaken at Silvassa.
The Company launched BS-VI ready products for
new next generation cars in the OEM space under The Company also optimized its bottle packaging design,
its MAGNATEC portfolio. Molecules with DUALOCK thus achieving upto 20% less plastic consumption, also
70
resulting in reduction of logistics footprint, optimizing 1.

Health, Safety, Security and Environment
carton design to use 17% less paper, thus contributing (HSSE)
to reduction in water consumption & trees upstream in
the overall carton manufacturing process and enabling HSSE is at the heart of everything that the
label suppliers to recycle label liner generated post Company does and is a key enabler of its business
label application. strategy. The Company is committed to the goal of
‘no accidents, no injury to people and no damage
Principle 3 – Employees’ well-being to the environment’. Safety is the Company’s first
priority and the Company’s goal is to ensure that
Businesses should promote the well-being of all everyone who works for Castrol goes home safely
employees every day.
The Company’s approach for managing its core asset i.e. The Company expects every employee to be a
its people is founded on the following beliefs: safety leader. Road safety continues to be a focus
• Our employees’ safety is our first priority area for the Company and thus all professional
• bp grows best by growing its own people drivers (those driving on company business)
• Our people have potential - we need to develop it undergo rigorous defensive driver training and all
road safety related incidents, however minor, are
• Diversity matters - so does inclusion
reported and investigated in an attempt to adopt
• We need the best talent and need to meet the
lessons learnt. The same driving standards are
expectations of the best talent.
used while working with contractors engaged in
transporting raw material and finished goods.
In its constant endeavor to be a contemporary
organization, the Company reviews its policies and
All new employees, permanent and contract
benchmarks them against the best in class to ensure
undergo HSSE training within five days of
that the Company’s agenda on employee well-being
joining the Company. The Company has fully
and engagement is serviced effectively. The Company
implemented a Global Operating Management
gets feedback from its employees through an annual
System (OMS) to continuously improve the delivery
internal Pulse survey.
of safe, responsible and reliable operations. OMS
has helped the Company to manage four key
The last survey indicated that overall employee elements of operations – People, Plants, Processes
engagement score for the Company was in the top and Performance effectively. The Company
quartile indicating very good engagement. has been regularly providing annual preventive
health checks for all employees. Furthermore, to
Harmonious and cordial industrial relations are prevalent contribute to employees’ better management of
at all three of the Company’s plants. As on 31 December work-life balance, the Company has taken several
2021, Castrol India Limited had 469 permanent initiatives including:
employees, of which 80 were female employees. In
addition, the Company employed 92 contract staff Employee wellbeing programme: This is a personal,
and 162 workmen. The Company does not have any confidential and professional counseling service for
employees with permanent disability. Workers’ trade employees and their family members provided by
unions are active in each of the plants and approximately professional consultants through telephone, email or
26% of permanent employees are members of these face-to-face in English and regional languages and
trade unions. In summary, the Company’s people agenda available at all times. Employee well-being took a
is focused on the following principles: centerstage in 2021 at Castrol.
71
Along with health and physical well-being we also Our employees spent a total of 2,658 hours
ensured we helped employees remain mentally attending various virtual sessions on technical,
and emotionally fit and agile. behavioral and leadership aspects. Our plant
technicians focused on safety related aspects
Agile working: A core component of the when the plants reopened. Various teams came
Company’s diversity and inclusion ambition is together to remodel the safety protocols in the
agile working which encompasses a wide range plants under guidelines by bp and the local laws.
of working options enabling employees to work Employee capability continued to form a critical
flexibly at full potential. Part-time working, job pillar of the Company’s development architecture.
share, homeworking and flexible hours are some
options granted under this initiative. The Company continued to actively drive Ethics &
Compliance via mandatory training programs and by
Career break and Maternity/Paternity leave: organizing focused sessions on Ethics & Compliance,
These benefits are available to employees of the stressing the importance of key themes including Speak
Company irrespective of their levels. Up / Listen Up, Always do the right thing, zero-retaliation
and zero tolerance to non-compliance. We continued
Workplace facilities: The Company aims to to monitor our Cyber Security scores and generate
provide an ergonomically safe and comfortable work cyber awareness across all teams and locations.
environment at all offices and plants. In addition,
there are fun activities conducted periodically to 3. Diversity, Equity and Inclusion (DE&I)
engage teams, recognize people and celebrate
birthdays and welcome new joinees across all offices. The Business Resource Groups (BRGs) on DE&I
is employee-initiated and employee-driven and
2. Leadership development works towards making the Company more inclusive
by helping to deliver its DE&I ambition. We also
Building people’s functional capability is one of the have specific initiatives in the country which help
key elements of the Company’s investment in people. us attract diverse employees. We also conducted
There is an emphasis on employee engagement and specific learning series for line managers to build
building line manager and employee capability via their capability around respect and inclusion.
trainings covering a range of key people and Human
Resource (HR) processes. Robust talent management The Company continued to invest in leadership
sessions are conducted with focus on managers development through the flagship leadership offer
having talent conversations with their teams. All for all team leaders and managers. We introduced
eligible employees captured their development needs ‘Purposeful Connections’, a new programme which
in a structured format following talent conversations aims at developing better working relations within
with their line managers. Internal candidates filled in the team creating trust and empathy between
42% of the vacancies the Company had in 2021. team members. There were no complaints relating
to child labour, forced labour or involuntary labour
Global Capability Week was introduced for the in the last financial year.
very first time in the Company in 2017. We have
continued with this theme since then. In 2021, 4. Sexual Harassment Prevention and Grievance
during the lockdown and continued work from Handling Policy
home we used this as an opportunity to upskill
our employees on various technical and behavioral The India sexual harassment prevention and
topics. grievance handling policy (the “Policy”) was rolled
72
out in April 2014, this provides guidance around the we connected with more than 700 drivers and helped
process to raise such a grievance and methodology 400+ truck drivers to get registered for vaccination on the
for recourse and redressal of the grievance. While COWIN portal. This was in addition to awareness sessions
the Policy is based on the ‘The Sexual Harassment on the importance of vaccine and other COVID-19 controls.
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013’, which deals specifically Along with the CSR team we felicitated the driver
with acts committed against women, Castrol India community for their dedication to duty and service
Limited follows this policy irrespective of gender. to people during the COVID-19 pandemic lockdown
period. Around 400 drivers operating for Castrol logistics
Effective 15 September 2019, there were changes partners were recognised in the same program.
in the constitution of the Internal Committees
(ICs) for the various locations in India. We Across our manufacturing sites, we have contractors
have 4 employees and one external member who provide us services in the areas of housekeeping,
representing the Internal Committee. We also engineering & construction, material handling and other
now have coopted members representing each project activities. As the country was reeling under the
location across India. In 2021, there was one impact of COVID-19, Castrol India Limited undertook
training session run for the POSH committee, P&C various engagement sessions for its contractors and their
and some of the leaders to refresh the awareness workforce with support of local authorities to promote
thereby creating a stronger committee. vaccination drives.
Principle 4 – Stakeholder Engagement Businesses Castrol India Limited worked closely with local
should respect the interests of, and be responsive authorities and JV partners to offer free vaccination for
towards all stakeholders, especially those who are all its contractors at its three manufacturing plants. A
disadvantaged, vulnerable and marginalized total of 650+ contractors were vaccinated though these
vaccination drives ensuring close to 93% of contractors
The company through its partners interacts and being fully vaccinated.
engages with truck drivers who form an important part
of India’s economic value chain, moving goods across Our employees also participated in various activities to
the country. Castrol contracts its logistics though contribute towards making a positive impact on local
Logistics Services companies who operate approx 750 communities and the environment. At our Silvassa plant
trucks for Castrol on a daily basis, employing close our employees led a community awareness session on
to 2,000+ truck drivers. With a vision to improve the Water, Sanitation, Health and Personal Hygiene as a part
drivers’ safety & wellbeing we work very closely with of the ‘Ujjwal Kal’ program. On World Environment Day
our partners to engage, train and support drivers 2021, we conducted multiple engagement activities on
to stay safe on road. Programs like Defensive Driver the theme of ‘Ecosystem Restoration’ for our employees
Training (DDT) and several risk-based trainings on road & contractors.
safety were organised throughout 2021 to improve
safety mindset and safe driving behaviours. Principle 5 – Businesses should respect and promote
Human Rights
Road Safety Month was celebrated across all the
locations from January to February 2021. More than A formal Human Rights policy was launched in
2,000 hours of safety focused engagements were done 2014 and has been revised in 2020 which applies to
with drivers across the locations. every employee at bp / Castrol.
As a big chunk of the driver community found it difficult There are many ways in which human rights issues might
to get themselves registered for COVID-19 vaccination, be associated with our activities, including impacts on
73
people’s livelihoods, access to water, land and resources, The Company has adopted a strategy to advance in
workforce rights – including modern slavery, and the the area of energy transition by providing products and
actions of the security personnel who protect our sites. services that help business and consumers lower their
carbon footprint and use of resources. The experience
Our actions and operations can also bring about major and expertise the Company have acquired over decades
benefits and improvements to individuals, communities inform its actions, future plans and belief that, to meet
and society. bp wants to contribute to sustainable global climate goals improving energy efficiency is vital.
development and is working to do more to support
the delivery of the UN Sustainable Development Goals The Company is driven to help our customers to minimise
(SDGs). We also recognize the importance of a just waste – wasted energy through friction, down time etc.
transition as envisaged by the Paris Agreement – one More information is available on the Company’s website
which delivers decent work, quality jobs and supports in the section on sustainability:
the livelihoods of local communities. We aim to actively
advocate for policies that support net zero. This includes https://www.castrol.com/en_in/india/home/castrol-
encouraging the use of finance and revenues from story/sustainability.html
carbon pricing to support the just transition.
All manufacturing plants of the Company are certified
To deliver our purpose we must continue to work to by internationally recognised and certified bodies for
a consistent and high set of standards wherever we Environment Management System (ISO 14001:2004)
operate in the world. There will be instances where and Occupational health and safety management
we won’t get it right, and we will need the support systems (ISO 45001: 2018) and ISO 9001:2008 (Quality
and challenge of others to help us make a positive, Management System Standard).
and sustainable difference to people’s lives. The policy
document (link below) further details our Commitment, Regular internal and external audits help to continually
Delivery and Governance which has been put in place. improve the process and make the Company’s processes
more efficient. HSSE performance of the company is
https://www.bp.com/content/dam/bp/business- being reviewed monthly by the Country Leadership Team.
sites/en/global/corporate/pdfs/sustainability/ The Company has initiatives to address environmental
g r o u p - r e p o r t s / b p - h u m a n - r i g h t s - p o l i c y. p d f # _
aspects from its manufacturing sites e.g. Non usage of
ga=2.161887998.373668582.1607935026-
chemicals that can result in Ozone Depletion.
372460856.1587115907
Sites have programmes in place to track energy and water
Principle 6 – Business should respect, protect, and
consumption and work towards its conservation. Sites
make efforts to restore the environment
have developed a programme on waste management
focusing on 3Rs i.e. Reduce, Reuse and Recycle. The
The Company continues to focus on the goals: ‘no
company maintains a risk register with all potential
accidents, no harm to people and no damage to the
environmental, safety, health and business risks. These
environment’. The Company has been fully committed
risks are assessed, and barriers put in place to eliminate,
to comply with all applicable laws and requirements and
reduce and mitigate risk to ‘as low as reasonably
maintains the highest standards of Occupational Health,
practicable’ level, and the same is monitored regularly.
Safety and Environment. The Company has defined and
The register is reviewed annually and endorsed by the
implemented an HSSE policy which uniformly applies
leadership team.
to all relevant stakeholders. Safety and environmental
performance is integral to the business performance of
Apart from this, the manufacturing plant sites have an
the Company.
elaborate oil spill plan which includes possible scenarios
74
of oil leakage and spill with necessary controls. The it could engage in policy debates in various ways
same is reviewed annually. including lobbying, on subjects of legitimate concern
to the Company, its staff and the communities in which
The Company ensures safe, systematic, reliable
it operates. This is done in a highly regulated manner
and environmentally friendly operations through its
and only by authorized officers of the Company.
Operating Management System (OMS).The effectiveness
of implementation and compliance of OMS is being The Company does not take part directly in any activity
checked through systematic process called Field promoted by any political party and does not make any
Inspection lead by the leadership team. The Company political contributions – in cash or in kind.
is also taking various initiatives to reduce environment
footprint of its operations. The Company aims to engage constructively with local
Governments wherever it operates, as well as to build
The Company has taken various measures to ensure
constructive relationships with the media fraternity.
Resource Conservation including:
The Company complies with all applicable laws and
• Using energy efficient technology like solar and
regulations that prohibit bribery and corruption, and
LED lights to reduce energy consumption and
ensures that its suppliers, contractors, and business
move towards cleaner energy.
partners if any do the same. All business partners who
• Using fuel additive with furnace oil to obtain
represent or act on behalf of the Company are asked to
best fuel efficiency, boiler condensate recovery
comply with applicable anti-bribery and anti-corruption
and maintenance resulting in lower furnace oil
laws. Wherever appropriate, they are required to
consumption
demonstrate and disclose to the Company that they
• Optimizing power and utility operations
have appropriate programmes in place to prevent
• Reduction of Waste through recycle of cleaning oils.
bribery and corruption. The Company is represented in
• Adopting technologies and cleaner fuel for its
many industry and business associations which work in
heating requirements.
relevant areas including:
• Recycling treated water from effluent treatment
plant for overall water conservation. • Federation of Indian Chambers of Commerce and
Industry (FICCI)
The Company is also committed to continually work • Bombay Chamber of Commerce and Industry
on optimizing logistics’ processes to bring in efficiency (BCCI)
and reduce carbon footprint as also to reduce the road • Confederation of Indian Industry (CII)
safety risks.
Principle 8 – Businesses should support inclusive
The Company’s environmental performance has been growth and equitable development
recognized and appreciated by various stakeholders At Castrol India, we believe that we have a responsibility
and bodies. The Company has complied to all necessary to bring enduring positive value to communities we
statutory permits and has not received any show work with. In line with our core theme to keep India
cause/legal notices from any State or Central Pollution moving, we have and will continue to build enduring
Control Board. and engaging relationships with key stakeholders in
the mobility sector.
Principle 7 – Businesses, when engaged in
influencing public and regulatory policy, should do In furtherance of this, the Company’s Corporate Social
so in a responsible manner Responsibility (CSR) policy articulates the vision and
guidelines for achieving these objectives. The policy
The Code of the Company provides that the Company applies to all CSR activities of the Company in India and is
will not directly take part in any political activity, but always underpinned and guided by the code of conduct.
75
At Castrol India, we are committed to making a positive industry in India aiming to deliver inclusive growth
impact in the lives of truck drivers and mechanics, two for mechanics, covering the basics and focusing on
key partners who play a significant role in keeping the diagnostic skills. Over the years, the programme has
wheels of this sector moving. Truck drivers carry most evolved to cover more than 10 states in India and has
of the freight traffic in the country while mechanics expanded the curriculum to include digital content on
service one of the largest automotive markets in the technical skills, life skills, business skills and financial
world. However, their skills, livelihood opportunities literacy training.
and socioeconomic conditions need more focus.
The training is aligned to National Skills Qualification
With a vision of transforming the lives of truck drivers Framework (NSQF) and incorporates trade wise
and mechanics towards a sustainable livelihood and competencies designed in the National Occupation
pride for their professions, Castrol India CSR initiatives Standard (NOS) by the automotive skill sector council.
focus on two key flagships programmes:
Since 2020, the programme is being delivered in a
Programme for holistic development of truck hybrid model - classroom based training and virtually.
drivers – Castrol Sarathi Mitra Additionally, sessions on health and hygiene practices,
linkages to schemes introduced by government, tele-
The programme aims at holistically improving lives of truck counselling and stress management are also being
drivers through interventions that enable a sustainable provided to support the mechanics and their family
livelihood and opportunities for socioeconomic growth. members during these pandemic situations.
The programme launched in 2017 focuses on:
• Road safety training The Castrol Eklavya programme has trained over
• Financial literacy training 225,000 mechanics across the country till date.
• Eye check-ups with distribution of corrective glasses
Other initiatives
and overall wellbeing of truck drivers
Trainings are also provided on Castrol Truck Aasanas: Community development initiatives around areas of
yoga postures which were specifically developed keeping operations and presence
in mind the tough and demanding live of truck drivers.
The Company continued to engage with the communities
Engagement with families of Castrol Sarathi Mitra drivers
around its plant and other areas of presence through
through the Castrol Family Connect programme creates a
various community development programmes focused
sense of pride in the drivers and their family members.
on upskilling and education.
Since 2020, the programme is being delivered in
• Project Ujwal Kal launched in Silvassa aims at
hybrid model - classroom based training and virtually.
promoting behavioral change among community
Additionally, sessions on health and hygiene practices,
members around various crucial social issues
linkages to schemes introduced by government, tele-
by providing information on important socio -
counselling and stress management are being provided
economic matters, conducting awareness sessions
to support the drivers and their family members during
and community engagement sessions like medical
these pandemic situations. Castrol Sarathi Mitra
camps, trainings etc. Functional literacy training
programme has trained over 125,000 truck drivers
aims at increasing the level of functional literacy
across the country till date.
among illiterate/neo-literate adults. The motive is to
Programme for mechanics with an aim to help them in basic day to day functionality and to
strengthen skill development – Castrol Eklavya empower them against exploitation and harassment
while performing these functions. School remedial
Launched in 2009, the Castrol Eklavya programme is learning programme in Silvassa and Patalganga
one of the largest skilling initiatives in the automotive aims at learning enhancement and holistic child
76
development. The programme is supported by enabling environment with active participation of local
school authorities, teacher involvement, active stakeholders, which was the key to ensuring sustainability
community outreach, parental involvement and of interventions.
extra-curricular activities to increase acceptability
amongst students and parents. Principle 9 – Businesses should engage with and
provide value to their customers and consumers in
• ‘Two Wheels One Life’ is our programme for safe a responsible manner
two-wheeler riding training for youth in and around
Mumbai created awareness of safe two-wheeler The Company is in the business of meeting the needs
driving techniques in more than 7,000 youth in and of its customers and consumers in an efficient and
near the city. India’s first mobile two-wheeler simulator compelling manner. Products are developed basis
was launched in 2018 as part of this programme. insights gained from regular consumer and customer
interactions and structured research projects.
The two-wheeler simulator which has been specially
mounted on a mobile platform for ease of movement In 2020, Castrol expanded its Full Synthetic Engine oils
across locations helps in hands on training in the portfolio for bikes with the launch of Castrol POWER1
module which also includes classroom training, on ULTIMATE with a 5-in-1 formula, offering benefits across
wheel demonstration and on-wheel assessment Acceleration, Protection, Smooth riding, Keeping the
followed by counselling for students possessing engine cool and Enduring performance. Along with this
a valid license, a bike and helmet. This training we introduced a new variant with 15W50 viscosity on
programme is hugely encouraged by the Andheri Castrol Activ CRUISE with a 2.5 litre pack, catering to
RTO in Mumbai where the applicants for two- high performance cruiser bikes.
wheeler license must necessarily pass the on-wheel
The company also launched Castrol GTX SUV to cater
assessment on this simulator. During the pandemic,
to the rapidly growing SUV segment. GTX SUV provides
we were able to continue the programme and
50% better engine protection under heavy loads.
reiterate the importance of road safety through
online mobilization and virtual training. In response to the ongoing COVID-19 situation, Castrol
India launched a campaign to #SaluteTruckers for
Humanitarian aid
keeping India moving by ensuring supply of essential
During the second COVID-19 wave, the Company products throughout the country.
continued to support the government’s efforts by
providing oxygen concentrators and critical medical A recent study by Castrol India revealed that while 1 in 3
equipment to government hospitals across 3 states in truckers and farmers admitted to having health related
the country. COVID-19 vaccine hesitancy support and issues including back pain, lack of sleep, tiredness and
awareness programme along with vaccination drive was joint pain; only 11% of them were inclined towards
also launched during the year in the communities around building a healthier lifestyle and immunity, which
our areas of operation and presence. featured as one of the lowest priorities among these
communities. The campaign paid tribute to both the
With the objective of creating a sustainable and communities for their efforts during the unprecedented
meaningful impact, one that is relevant to local needs times of COVID-19 pandemic, encouraging them to
and aligned with the Company’s agenda, all activities strengthen their wellbeing and introduce the ethos of a
have been supported by third party monitoring and an healthy lifestyle in their daily routine through a curated
evaluation process to ensure flagging of mid-course set of aasanas. Castrol partnered with the Yoga Institute
corrections that may be required enabling the Company of Mumbai, as in the past two years, refreshing its health
stay on track. With a social investment of around Rs. 21.2 programme Castrol CRB Turbomax Truck Aasana and
Crores in 2022, the CSR portfolio focused on creating an CRB Plus Khet Aasana for truckers and farmers. Over the
77
past two and half years, Castrol India has touched the was lifted and the country started to open up. This
lives of over 365,000 truckers and farmers with Castrol was further amplified with #ProtectIndiasEngine,
CRB Turbomax Truck Aasana and CRB Plus Khet Aasana, encouraging people to pledge their support for the
reaching over 50 cities and 2,000 villages, advocating mechanic community and for each pledge received.
the role of these aasanas to improve their lifestyle.
The Company committed to spend atleast Rs. 10 per
Castrol, through its network of independent workshops, pledge (upto a maximum Rs. 50 lakhs) for the upskilling
has provided complimentary lubricants aimed at and development of independent mechanics. The
servicing and maintaining vehicles of essential service campaign received approx. 250,000 pledges, and the
workers including doctors, nurses, paramedics, police, amount towards the same was used for various initiatives
healthcare workers, municipal workers, and garbage in 2021 like the Castrol Super Mechanic program and
collectors who bravely helped keep India safe. online trainings.
In addition, Castrol India has also undertaken a The Company has organized its business through
complimentary sanitization drive for its independent different distribution channels which include retail,
workshops network across ten cities. This sanitization franchised and independent workshops, as well as
drive promoted a safe environment for the workshop industrial and heavy duty direct/ indirect customers,
mechanics and consumers as they make their way into keeping in mind channel specific needs and offers.
everyday life with lockdowns being lifted in some parts
of the country. The drive was accompanied by safety
The Company regularly tracks customer satisfaction
briefings and hygiene awareness at all these workshops.
scores in different channels and amongst its distributors
and takes conscious steps to improve customer
As part of the ‘Castrol Protects’ campaign, Castrol
satisfaction by taking appropriate actions.
provided the customers with a sanitization kit to help the
franchise workshop staff maintain hygiene and safety.
Castrol also provided sanitization dispensing units to The Company follows the applicable laws across all
Franchise Workshops as part their channel offers. its businesses. During the period of 1 January to 31
December 2021, there have been no new cases/
Castrol touched the lives of over 62,000 mechanics and complaints with regard to irresponsible advertising
their families across India through monetary contributions related to company business/products.
amidst the national lockdown in early 2021, as an
extension of its activities under its CSR programme for However, in certain ongoing and new, litigations/
mechanics - Castrol Eklavya. The contribution supports complaints/disputes against CIL, the counter parties
them to cope with the crisis during this difficult time. may have wrongfully alleged unfair trade practice
or anti-competitive behavior, however no order and/
Contributing to the overall empowerment and or judgement against CIL has been passed in the year
upliftment of the mechanics community, enabling them under review.
to earn a sustainable livelihood and live with pride is the
key motto of the Castrol Eklavya programme. To ensure product and formulation compliance, regular
audits are conducted at the plants. The Company has
Castrol Activ had launched a new marketing campaign Quality key performance indicators and customer
post the lockdown in 2020, continuing on the brand complaint closure time is tracked as a metric. In 2021,
purpose of ‘Protect what you love’. The campaign 99% of the genuine quality complaints received from
was focused on reminding people to ‘Keep moving the market were closed within an average period of 14
ahead with #Non-Stop Protection’ when the lockdown working days.
78
The Company mentions information such as claims and responsible manner. Castrol is renowned for being an
technical specification used in the product, in addition extremely ethical organization with strong embedded
to the mandatory information on the product labels. values and stringent adherence to our Code of Conduct.
Castrol is a technology leader in the lubricant industry

that carries out its business in an honest, respectful and
Sandeep Sangwan
Managing Director
DIN: 08617717
Deepesh Baxi
Chief Financial Officer and Whole-time Director
DIN: 02509800
Place: Mumbai
79
INDEPENDENT AUDITOR’S REPORT

To The Members of Castrol India Limited
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of Castrol India Limited (“the Company”), which comprise the Balance
Sheet as at December 31, 2021, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flows
Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies
and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements
give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the
state of affairs of the Company as at December 31, 2021, and its profit, total comprehensive income, its cash flows and the
changes in equity for the year ended on that date.
Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section
143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the
Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant
to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit
evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Key Audit Matter

Key audit matters is the matter that, in our professional judgment, was of most significance in our audit of the financial
statements of the current period. This matter was addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on this matter. We have determined the matter
described below to be the key audit matter to be communicated in our report:
Key audit matter
The Company has material indirect tax litigations which involve significant judgment to determine the outcome of the matters
into probable, possible and remote.
Refer note 12, 25(i)(a)(1) & 25(ii) to the financial statements.
Auditor’s response
Principal audit procedures:
Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing
as under:
• Obtained a detailed understanding of the Company’s process and controls with respect to assessment of possible outcome
of indirect tax litigations.
• Evaluated the design of the controls relating to assessment of probability of outcome, estimates of the timing and the
amount of the outflows, and appropriate reporting by the management and testing implementation and operating
effectiveness of the key controls.
• Performed following procedures on samples selected
- Understood the matters by reading the correspondence/communications and made corroborative enquiries with
appropriate level of management personnel including status update, expectation of outcomes with the basis, and
the future course of action contemplated by the Company and perusing legal opinions obtained by management.
80
- Evaluated the evidences supporting the judgement of the management about possible outcome and the
reasonableness of the estimates. We involved our internal tax experts in assessing the nature and amount of the tax
exposures and assessed management’s conclusions on whether exposures are probable, possible or remote.
• Evaluated appropriateness of adequate provisions or disclosures in accordance with applicable accounting standards.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the Management
Discussion and Analysis, Director’s Report including annexures, Business Responsibility Report, Corporate Governance and
Information for Shareholders, but does not include the financial statements and our auditor’s report thereon.
• Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
• In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained during the course of our audit or otherwise appears to be materially misstated.
• If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these financial statements that give a true and fair view of the financial position, financial performance including
other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other
accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
81
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the Company to express an opinion on
the financial statements.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our
work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flows
Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of
account.
d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on December 31, 2021 taken on record
by the Board of Directors, none of the directors is disqualified as on December 31, 2021 from being appointed as a
director in terms of Section 164(2) of the Act.
82
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over
financial reporting.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance
with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to
the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company except when disputes relating to ownership of the underlying shares are
unresolved - refer note 11 to the financial statements.
2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of
Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the
Order.

Firm’s Registration No. 117366W/W-100018
Samir R. Shah
Partner
UDIN: 22101708AARKNH2018
Place: Mumbai
83
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of
even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Castrol India Limited (“the Company”) as of December
31, 2021 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial
controls that were operating effectively 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, as required under the
Companies Act, 2013.
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting of the Company
based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on
Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial
controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established
and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorisations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
84
Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk
that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material
respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at December 31, 2021, based on the criteria for internal financial control over financial
reporting established by the Company considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Samir R. Shah
Partner
Place: Mumbai
Date: February 07, 2022
85
ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of
even date)
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of
fixed assets.
(b) The fixed assets other than sign boards at customers’ premises, were physically verified during the year in accordance
with a program of verification once in two years, which, in our opinion, is reasonable having regard to the size
of the Company and nature of its assets. According to the information and explanation given to us, no material
discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us and based on the
examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title
deeds comprising all the immovable properties of land and acquired buildings which are freehold, are held in the
name of the Company as at the balance sheet date except following:
Particulars Gross and Net Block as at Remark

December 31, 2021
Freehold Land located at ` 0.01 crore The deed of conveyance is in the erstwhile name of the Company
Mehsana, Gujarat and the mutation of the name is pending.
In respect of immovable properties of land and buildings that have been taken on lease and disclosed as fixed asset
in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee
in the agreement.
ii. As explained to us, the inventories other than goods in transit, were physically verified during the year by the Management
at reasonable intervals and no material discrepancies were noticed on physical verification.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other
parties covered in the register maintained under section 189 of the Act.
iv. The Company has not granted any loans, made investments or provided guarantees. Hence, reporting under clause iv of
the Order is not applicable.
v. According to the information and explanations given to us, the Company has not accepted any deposit during the year.
Accordingly, the provisions of clause v of the Order are not applicable to the Company.
vi. The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies
Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost
Records and Audit) Rules, 2014, as amended, prescribed by the Central Government under sub-section (1) of Section
148 of the Act and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We
have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate
or complete.
vii. According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund,
Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Goods
and Service Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.
(b) There were no undisputed amounts payable in respect of above statutory dues outstanding as at December 31,
2021 for a period of more than six months from the date they became payable.
86
(c) Details of dues of Income-tax, Sales Tax, Excise Duty, and Value Added Tax which have not been deposited as on
December 31, 2021 on account of disputes are given below:
Rs. in Crore
Name of Nature of Forum where dispute is Period to Total Amount Amount
Statute Dues pending which the disputed paid unpaid
Amount dues
Relates
Central Excise Excise Duty Commissioner 1996-2018 20.49 0.69 19.80
Act, 1944 Commissioner (Appeals) 2005-2017 3.99 0.41 3.58
Tribunal 1996-2016 78.19 2.75 75.44
High Court 1999-2008 7.72 - 7.72
Local Sales Tax Local Sales Tax, Commissioner 2000-2016 46.58 12.48 34.10
Act, VAT Act VAT and CST Appellate Authority 1994-2018 5.79 2.97 2.82
and Central Tribunal 1999-2013 1244.34 2.90 1241.44
Sales Tax Act High Court 1999-2000 0.23 - 0.23
Central Sales Tax Appellate 2007 - 2016 2,892.05 - 2,892.05
Authority (CSTAA)
The Income Tax Income tax Income Tax Appellate 2003-04 and 2.64 - 2.64
Act. 1961 Tribunal 2005-2006
Commissioner Income Tax 2016-2017 0.62 - 0.62
viii. The Company has not taken any loans or borrowings from financial institutions, banks and government or has not issued
any debentures. Hence, reporting under clause viii of the Order is not applicable to the Company.
ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or
term loans. Hence, reporting under clause ix of the Order is not applicable to the Company.
x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company
and no material fraud on the Company by its officers or employees has been noticed or reported during the year.
xi. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial
remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V
to the Companies Act, 2013.
xii. The Company is not a Nidhi Company. Hence, reporting under clause xii of the Order is not applicable to the Company.
xiii. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177
and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related
party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.
xiv. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures. Hence, reporting under clause xiv of the Order is not applicable to the Company.
xv. In our opinion and according to the information and explanations given to us, during the year the Company has not
entered into any non-cash transactions with its directors or persons connected with them and hence provisions of section
192 of the Companies Act, 2013 are not applicable.
xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Samir R. Shah
Partner
Place: Mumbai
87
BALANCE SHEET AS AT 31 DECEMBER 2021

Particulars Note No. As at As at
December 31, 2021 December 31, 2020
Rupees in Crore Rupees in Crore
Assets
Non-current assets
Property, plant and equipment 3 171.51 172.58
Right-of-use asset 23 24.26 34.88
Capital work-in-progress 3 50.04 43.54
Other intangible assets 3 5.41 1.75
Financial assets
Loans receivable 4.1 6.62 6.12
Other financial assets 4.2 - -
Income tax assets (net) 5 60.00 60.32
Deferred tax assets (net) 6 71.35 62.24
Other non-current assets 7 70.90 68.44
Total Non-current assets 460.09 449.87
Current assets
Inventories 8 491.65 366.87
Financial assets
Trade receivables 4.3 311.65 180.49
Cash and cash equivalents 4.4 184.23 194.68
Bank balances other than above 4.5 1,115.98 1,079.51
Loans receivable 4.1 1.94 1.46
Other financial assets 4.2 30.73 30.84
Other current assets 7 107.75 89.78
Total Current assets 2,243.93 1,943.63
Total assets 2,704.02 2,393.50
Equity and liabilities
Equity
Equity share capital 9 494.56 494.56
Other equity 10 1,150.95 919.67
Total equity 1,645.51 1,414.23
Liabilities
Non-current liabilities
Financial liabilities
Other financial liabilities 11.2 - 6.22
Other liabilities 14 5.68 7.58
Provisions 12 18.50 18.84
Total Non-current liabilities 24.18 32.64
Current liabilities
Trade payables
Total outstanding dues of micro enterprises and small 11.1 23.93 4.62
enterprises
Total outstanding dues of creditors other than micro 11.1 596.72 540.91
enterprises and small enterprises
Other financial liabilities 11.2 302.63 305.44
Other liabilities 14 62.15 44.24
Provisions 12 33.05 35.52
Current tax liabilities (net) 13 15.85 15.90
Total Current liabilities 1,034.33 946.63
Total equity and liabilities 2,704.02 2,393.50
Summary of significant accounting policies 2
The accompanying notes 1-34 are an integral part of the financial statements.
As per our report of even date For and on behalf of Board of Directors
For Deloitte Haskins & Sells LLP Executive Directors
R Gopalakrishnan Chairman Sandeep Sangwan Managing Director
DIN: 00027858 DIN: 08617717
Samir R. Shah Hemangi Ghag Company Secretary Deepesh Baxi Chief Financial Officer & Whole time Director
Partner FCS No: 9329 DIN: 02509800
Place: Mumbai
88
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 DECEMBER 2021
Particulars Note No. For the year ended For the year ended
Income
Revenue from operations 15 4,192.06 2,996.92
Other income 16 48.43 62.03
Total Income 4,240.49 3,058.95
Expenses
Cost of raw and packing materials consumed 17.1 1,879.08 1,173.97
Purchase of traded goods 17.2 191.85 116.50
Changes in inventories of finished goods / traded goods 17.3 (12.11) (24.13)
Employee benefits expense 18 231.99 219.81
Finance costs 19 2.41 4.16
Depreciation and amortization expense 20 82.70 86.62
Other expenses 21 835.29 696.66
Total Expenses 3,211.21 2,273.59
Profit Before Tax 1,029.28 785.36
Tax expenses
Current tax (net of Charge / (reversal) of earlier years - Rs. 0.69 Crore 280.03 207.40
(December 31, 2020 : Rs. (4.60) Crore))
Deferred tax 6 (8.84) (4.98)
Total tax expenses 271.19 202.42
Profit after tax 758.09 582.94
Other comprehensive income / (expenses) not to be reclassified to

profit or loss in subsequent period
Re-measurement gains / (losses) on defined benefit plans (1.05) 4.91
Less : Income tax effect on above 0.26 (1.24)
Total other comprehensive income / (expense) for the year (0.79) 3.67
Total comprehensive income for the year 757.30 586.61
Earnings per equity share - Basic and Diluted - Face Value Rs. 5.00 22 7.66 5.89
each
Summary of significant accounting policies 2
DIN: 00027858 DIN: 08617717
Partner FCS No: 9329 DIN: 02509800
Place: Mumbai
89
CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2021

Cash flow from operating activities
Profit before tax 1,029.28 785.36
Adjustments for:
Depreciation and amortization expenses 82.70 86.62
Loss on disposal / write off of property, plant and equipment and 0.94 0.15
intangible assets (net)
Impairment on property, plant and equipment and intangible assets - 0.23
Allowance for doubtful debts written back (net) (1.31) (1.36)
Expense recognised in respect of share based payments 18.00 4.68
Loss / (gain) on fair valuation of forward contract 2.16 (0.76)
Unrealized foreign exchange (gain) / loss 0.82 (1.40)
Finance costs 2.41 4.16
Interest income (36.33) (46.98)
Net gain on termination of lease contracts 0.01 (0.10)
Excess accruals written back (6.05) (2.09)
Operating profit before working capital changes 1,092.63 828.51
Movements in working capital:
Decrease / (Increase) in inventories (124.78) (62.15)
Decrease / (Increase) in trade and other receivables (150.54) 279.25
Increase / (Decrease) in trade and other payables and provisions 92.66 86.76
Cash generated from / (used in) operations 909.97 1,132.37
Income tax refund / (payment) (net) (including interest) (279.76) (239.58)
Net cash flow from / (used in) operating activities (A) 630.21 892.79
Cash flow from investing activities
Purchase of property, plant and equipment (including capital work- (83.21) (23.76)
in-progress and intangible assets)
Payment for acquiring right-of-use assets 0.00 (17.91)
Proceeds from sale of property, plant and equipment - 0.01
Placement of bank deposits (1,596.99) (1,344.46)
Encashment of bank deposits 1,558.97 1,143.34
Interest received 38.15 41.84
Net cash flow from / (used in) investing activities (B) (83.08) (200.94)
90
CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2021 (CONTD.)
Cash flow from financing activities
Dividend paid (542.47) (544.01)
Interest paid on other than lease liabilities (1.19) (1.20)
Principal payment of lease liabilities (12.61) (16.72)
Interest paid on lease liabilities (1.31) (2.40)
Net cash flow from / (used in) financing activities (C) (557.58) (564.33)
Net increase / (decrease) in cash and cash equivalents (A+B+C) (10.45) 127.52
Cash and cash equivalents at the beginning of the year 194.68 67.16
Cash and cash equivalents at the end of the year 184.23 194.68
Components of cash and cash equivalents
Cash on hand - 0.01
Balances with banks in current accounts 11.70 19.00
Deposits with banks 172.53 175.67
Total cash and cash equivalents (note 4.4) 184.23 194.68
Non cash transactions:

Share value plan:
Equity settled share based payments is expensed over the vesting period with a corresponding adjustment to Other Equity as the
cost of such share value plan is borne by the Ultimate Holding Company (refer note 2.6 (d))
Note:
The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in Ind AS 7, ‘Statement of Cash Flows’
The accompanying notes 1 - 34 are an integral part of the financial statements.

DIN: 00027858 DIN: 08617717
Partner ACS No: 9329 DIN: 02509800
Place: Mumbai
91
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2021
(a) Equity share capital
Rupees in Crore
Particulars No. of shares Amount
Balance as at January 1, 2020 989,122,384 494.56
Changes in equity share capital during the year - -
Balance as at December 31, 2020 989,122,384 494.56
Changes in equity share capital during the year - -
Balance as at December 31, 2021 989,122,384 494.56
(b) Other equity Rupees in Crore

Particulars Reserves & Surplus Total Other
Capital Retained Share based Equity
Reserve Earnings payment
Balance as at January 1, 2020 13.62 839.70 19.07 872.39
Profit for the year - 582.94 - 582.94
Recognition of Share based payment charge 4.68 4.68
Other comprehensive Income, net of tax - 3.67 - 3.67
Total comprehensive income for the year - 586.61 4.68 591.29
Payment of Dividend including corporate dividend tax - (544.01) - (544.01)
Balance as at December 31, 2020 13.62 882.30 23.75 919.67
Profit for the year - 758.09 - 758.09
Recognition of Share based payment charge 18.00 18.00
Other comprehensive Income, net of tax - (0.79) (0.79)
Total Comprehensive Income for the year - 757.30 18.00 775.30
Payment of Dividend - (544.02) - (544.02)
Balance as at December 31, 2021 13.62 1,095.58 41.75 1,150.95
The accompanying notes 1 - 34 are an integral part of the financial statements.

DIN: 00027858 DIN: 08617717
Partner ACS No: 9329 DIN: 02509800
Place: Mumbai
92
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2021
1. Corporate information
Castrol India Limited (the ‘Company’) is a public limited Company incorporated in India with its registered office at
Technopolis Knowledge Park, Mahakali Caves Road, Chakala, Andheri (East), Mumbai–400 093. The equity shares of the
Company are listed on two recognised stock exchanges in India. The Company is principally engaged in the business of
manufacturing & marketing of automotive and industrial lubricants and related services.
2. Significant accounting policies

2.1. Basis of preparation
Statement of Compliance with Indian Accounting Standards (Ind AS): The financial statements have been prepared
in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended and
notified under Section 133 of the Companies Act, 2013 (“the Act”) and other relevant provisions of the Act and other
accounting principles generally accepted in India.
2.2. Use of estimates and judgements
The preparation of financial statements requires management to make judgments, estimates and assumptions in the
application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical
experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to
accounting estimates are recognized prospectively.
2.3. Critical accounting estimates
A. Useful lives and residual values of property, plant and equipment
Property, plant and equipment represent a material portion of the Company’s asset base. The periodic charge of
depreciation is derived after estimating useful life of an asset and expected residual value at the end of its useful
life. The useful lives and residual values of assets are estimated by the management at the time the asset is acquired
and reviewed periodically, including at each financial year end. The lives are based on various external and internal
factors including historical experience, relative efficiency and operating costs and change in technology.
B. Income taxes
The Company’s tax jurisdiction is India. Significant judgments are involved in determining the provision for income
taxes including amounts to be recovered or paid for uncertain tax positions. Management judgment is required to
determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of
future taxable profits.
C. Defined benefit obligations
Defined benefit obligations are measured at fair value for financial reporting purposes. Fair value determined
by actuary is based on actuarial assumptions. Management judgement is required to determine such actuarial
assumptions. Such assumptions are reviewed annually using the best information available with the Management.
D. Contingencies
In the normal course of business, contingent liabilities may arise from litigation and other claims against the
Company. Potential liabilities that are possible but not probable of crystalising or are very difficult to quantify reliably
are treated as contingent liabilities. Such liabilities are disclosed in the notes but are not recognised.
2.4 Recent accounting pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards. There is no such
notification which would have been applicable from January 1, 2022
93
2. Significant accounting policies (Contd.)
2.5 Summary of significant accounting policies
a. Current versus non-current classification
An asset is treated as current when it is:
• Expected to be realised or intended to be sold or consumed in normal operating cycle
• Held primarily for the purpose of trading
• Expected to be realised within twelve months after the reporting period, or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
• It is expected to be settled in normal operating cycle
• It is held primarily for the purpose of trading
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period.
The Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash
equivalents. The Company has identified twelve months as its operating cycle.
b. Revenue recognition
Revenue
Revenue from contracts with customers is recognised on transfer of control of promised goods or services to a
customer at an amount that reflects the consideration to which the Company is expected to be entitled to in
exchange for those goods or services.
Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of
variable consideration) allocated to that performance obligation. The transaction price of goods sold, and services
rendered is net of variable consideration on account of discounts offered by the Company as part of the contract. This
variable consideration is estimated based on the expected value of outflow. Revenue (net of variable consideration)
is recognised only to the extent that it is highly probable that the amount will not be subject to significant reversal
when uncertainty relating to its recognition is resolved.
Sale of products
Revenue from sale of products is recognized when the control on the goods have been transferred to the customer.
The performance obligation in case of sale of product is satisfied at a point in time i.e., when the material is shipped
to the customer or on delivery to the customer, as may be specified in the contract.
Income from services
Revenue from services is recognized over time by measuring progress towards satisfaction of performance obligation
for the services rendered. The Company uses input method for measurement of revenue from services as it is directly
linked to the expenses incurred by the Company.
94
Interest income
Interest income is recorded using the Effective Interest Rate (EIR) for debt instruments carried at amortised cost. EIR
is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument
to the gross carrying amount of the financial asset.
c. Foreign currencies
Functional currency
The functional currency of the Company is the Indian rupee. These financial statements are presented in Indian
rupees (rounded off to crore).
Transactions and balances
Foreign currency transactions are recorded in the functional currency by applying to the foreign currency amount
the exchange rate between the functional currency and the foreign currency at the date of the transaction. All
foreign currency monetary assets and monetary liabilities as at the Balance Sheet date are translated into the
functional currency at the applicable exchange rates prevailing on that date. All exchange differences arising on
translation, are recognised in the Statement of Profit and Loss. Non-monetary assets and non-monetary liabilities
denominated in foreign currency and measured at historical cost are translated at the exchange rate prevalent at
the date of the transaction.
Gain or losses upon settlement of foreign currency transactions are recognized in the Statement of Profit and Loss
for the period in which the transaction is settled.
d. Retirement and other employee benefits
Gratuity
The Company provides for gratuity, a defined benefit retirement plan (‘the Gratuity Plan’) covering eligible employees.
The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or
termination of employment, of an amount based on respective employee’s salary and tenure of employment with
the Company.
Liabilities with regard to Gratuity Plan are determined by actuarial valuation, performed by an independent actuary,
at each Balance Sheet date using projected unit credit method. The Company fully contributes all ascertained
liabilities to the Castrol India Limited Employees’ Gratuity Fund Trust (‘the Trust’). Trustees administer contributions
made to the Trusts and contributions are invested in insurance and deposit schemes.
The Company recognizes the net obligation of a defined benefit plan in its Balance Sheet as an asset or liability.
Gains and losses through remeasurements of the net defined benefit liability/(asset) are recognised in other
comprehensive income. The actual return of the portfolio of plan assets, in excess of the yields computed by
applying the discount rate used to measure the defined benefit obligation is recognised in other comprehensive
income. The effect of any plan amendments is recognised in net profit in Statement of Profit and Loss.
Superannuation
Certain employees of the Company are participants in a defined contribution plan. The Company has no further
obligations to the plan beyond its monthly contributions which are periodically contributed to the Castrol India
Limited Staff Pension Fund, the corpus of which is invested with the Life Insurance Corporation of India and Bajaj
Allianz Life Insurance Co. Ltd.
Provident fund
Eligible employees of the Company receive benefits from a Provident fund, which is defined benefit plan. Both
the eligible employees and the Company make monthly contributions to the provident fund equal to a specified
percentage of the covered employee’s salary. The Company contributes a portion to the Castrol India Limited
95
Employees’ Provident Fund Trust (‘The PF trust’). The PF trust invests in specific designated instruments as permitted by
Indian Law. The rate at which the annual interest is payable to the beneficiaries by the PF trust is being administrated
by the Government. The Company has an obligation to make good the shortfall, if any, between the return from
the investments of the PF trust and the notified interest rate.
Compensated absences
The Company has a policy on compensated absences which is applicable to its executives joined upto a specified
period and all workers. The expected cost of accumulating compensated absences is determined by actuarial
valuation performed by an independent actuary at each Balance Sheet date using projected unit credit method on
the additional amount expected to be paid/availed as a result of the unused entitlement that has accumulated at
the Balance Sheet date.
Termination benefits
Termination benefits, in the nature of voluntary retirement benefits or termination benefits arising from restructuring,
are recognised in the Statement of Profit and Loss. The Company recognises termination benefits at the earlier of
the following dates:
a) when the Company can no longer withdraw the offer of those benefits; or
b) when the Company recognises costs for a restructuring that is within the scope of Ind AS 37: Provisions,
Contingent Liabilities and Contingent Assets and involves the payment of termination benefits.
Share-based compensation
Share value plan
BP PLC (“Ultimate Holding Company”) has a “Share Value Plan” whereby the specified employees of its subsidiaries
are granted restricted share units of Ultimate Holding Company. Each restricted share unit represents a conditional
entitlement to receive one share of Ultimate Holding Company in future, provided that certain terms and conditions
are met. The main terms and conditions are a) continuous employment with the BP group until the end of vesting
period and b) achievement of certain performance targets by the employee and/or BP Group. The cost of equity-
settled transactions with employees is measured by reference to the fair value of the equity instruments on the
date on which they are granted and is recognized as an expense over the vesting period. A corresponding credit is
recognized within equity since the cost of such share value plan is borne by the Ultimate Holding Company.
Restricted share unit and options
BP PLC (“Ultimate Holding Company”) has a “One time reinvent plan” whereby all the employees of its subsidiaries
are granted restricted share units of Ultimate Holding Company. Each restricted share unit represents a conditional
entitlement to receive one share of Ultimate Holding Company in future, provided that certain terms and conditions
are met. Each Option consist of a defined number of shares of ultimate holding company (lot) at a fixed price with
a condition entitlement to sell the lot of shares in future after the vesting period.
The main terms and conditions are a) continuous employment with the BP group until the end of vesting period
and b) achievement of certain performance targets by the employee and/or BP Group. The cost of equity-settled
transactions with employees is measured by reference to the fair value of the equity instruments on the date
on which they are granted and is recognized as an expense over the vesting period. A corresponding credit is
recognized within equity since the cost of such share value plan is borne by the Ultimate Holding Company.
Share match plan
The Ultimate Holding Company has a “Share Match Plan” whereby all executive employees of its subsidiaries have
been given a right to purchase the shares of Ultimate Holding Company upto a specified amount. Every employee
who opts for the scheme contributes by way of payroll deduction a specified amount towards purchase of share.
The Company contributes equal amount and charges it to employee benefits expense.
96
Other employee benefits
Short term employee benefits are recognised as an expense at the undiscounted amount in the Statement of Profit
and Loss of the year in which the related service is rendered.
Redundancy Expenses are fully charged to the Statement of Profit and Loss in the year in which they accrue.
e. Taxes
Income tax expense comprises current income tax and deferred income tax. Income tax expense is recognised in the
Statement of Profit and Loss except to the extent it relates to items recognised directly in equity, in which case it is
recognised in other comprehensive income or other equity as the case may be.
Current income tax
Current tax is the amount of tax payable based on the taxable profit for the year as determined in accordance with
the applicable tax rates and the provisions of the Income Tax Act, 1961.
The current tax year for the Company being the year ending March 31, the provision for taxation for the year
is aggregate of the provision made for the three months ended on March 31, 2021 and the provision for the
remaining period of nine months ending on December 31, 2021. The provision for the remaining period of nine
months has been arrived at by applying the applicable tax rate of the financial year 2021-22 to Profit Before Tax of
the said period.
Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the
Financial Statements and the corresponding tax bases used in the computation of taxable profits.
Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are
recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax
losses to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and unused tax losses can be utilised. Such deferred tax
assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than
in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the
accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be
utilised.
Unrecognized deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has
become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset
is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted
at the reporting date.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off tax assets
against tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
f. Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment
losses, if any. The cost comprises the purchase price, including import duties and non-refundable purchase taxes
(Net of taxes credit wherever applicable) and any attributable cost of bringing the assets to its working condition
for its intended use. Such cost also includes the cost of replacing part of the Property, plant and equipment and
borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of
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Property, plant and equipment are required to be replaced at intervals, the Company depreciates them separately
based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the
carrying amount of the Property, plant and equipment as a replacement if the recognition criteria are satisfied. All
other repair and maintenance costs are recognised in statement of profit and loss as incurred.
Depreciation on Property, plant and equipment is calculated on a straight-line basis, from the month of addition,
using the estimated useful lives based on single shift, as specified in schedule II to the Companies Act, 2013, except
in respect of the following assets:
Assets description Useful life as per management Useful life under schedule II
(as technically assessed)
Residential and office buildings 5 years to 30 years 60 years
Plant and machinery 2 years to 21 years 15 years
Computers 3 years to 6 years 3 years
Equipment board with dealers 3 years 10 years
Furniture and fixtures (including office equipment) 2 years to 15 years 10 years
Motor vehicles 4 years to 10 years 8 years
Laboratory equipment 5 years to 21 years 10 years
The residual values, useful lives and methods of depreciation of Property, plant and equipment are reviewed at the
end of each reporting period and adjusted prospectively, if appropriate.
g. Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition,
intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally
generated intangibles are not capitalised and the related expenditure is reflected in statement of profit and loss in
the period in which the expenditure is incurred.
Intangible assets are amortised over the useful economic life i.e. 4-5 years based on management assessment and
assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation
period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the
end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of
future economic benefits embodied in the asset are considered to modify the amortisation period or method, as
appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets is
recognised in the statement of profit and loss.
h. Leases
The Company has adopted Ind AS 116 “Leases” effective January 1, 2020 using the modified retrospective approach
without restating the comparative period. Leases that were accounted for as operating leases in accordance with
Ind AS 17, are recognized at the present value of the remaining lease payments starting January 1, 2020 and
discounted using the lessee’s incremental borrowing rate as at the date of initial application.
The Company, at the inception of a contract, assesses whether a contract, is or contains a lease. A contract is,
or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time
in exchange for consideration. A lessee recognizes a right-of-use (“ROU”) asset representing its right to use the
underlying asset and a lease liability representing its obligation to make lease payments.
The Company elected to use the transition practical expedient that allows the standard to be applied only to the
contracts previously identified under Ind AS 17, “Leases” and the contracts assessed using the guidance available
under Appendix – C to Ind AS 17, “Determining Whether an Arrangement Contains a Lease”. Also, the Company
has elected not to recognize right-of-use of assets and lease liabilities for short term leases that have a lease term
of 12 months or less and leases of low value assets. The Company recognizes the lease payments associated with
these leases as an expense on a straight-line basis over the lease term.
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The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs
less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment
losses, if any. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the
shorter of the lease term and useful life of the underlying asset. The lease liability is initially measured at the present
value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease
or, if not readily determinable, using the incremental borrowing rates. The lease liability is subsequently remeasured
by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect
the lease payments made.
A lease liability is remeasured, with a corresponding adjustment to the ROU asset, upon the occurrence of certain
events such as a change in the lease term or a change in an index or rate used to determine lease payments.
Lease liabilities and ROU assets have been separately presented in the Balance Sheet and lease payments have been
classified as financing cash flows.
i. Inventories
Inventories consist of raw and packing materials, stock-in-trade and finished goods. Inventories are valued at lower
of cost and net realisable value. Cost of inventories is determined on weighted average basis. Cost of manufactured
finished goods and work-in-progress includes material cost determined on weighted average basis and also includes
an appropriate portion of allocable overheads. Cost of traded goods includes cost of purchase and other cost
incurred in bringing the inventories to the present location and condition. Due allowances are made in respect of
slow moving, non-moving and obsolete inventories based on estimate made by management.
Impairment of non-financial assets
The carrying amount of assets are reviewed for impairment at the end of each reporting date if there is any
indication of impairment based on internal/external factor. An impairment loss is recognised in the statement of
profit and loss wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount
is the greater of the asset’s or cash generating unit’s fair value less cost of disposal and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and risks specific to the asset. In determining fair
value, recent market transactions are taken into account.
The business plans which are approved on an annual basis by senior management are the primary source of
information for the determination of value in use. As an initial step in the preparation of these plans, various
assumptions regarding market conditions, and cost inflation rates are set by senior management. These assumptions
take account of existing prices and other macro economic factors and historical trends and variability.
Impairment losses including impairment on inventories are recognised in the statement of profit and loss, except
for previously revalued tangible assets, where the revaluation was taken to revaluation reserve. In this case, the
impairment is also recognised in the revaluation reserve up to the amount of any previous revaluation.
After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.
A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However,
the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging
usual depreciation if there was no impairment. Such reversal is recognised in the statement of profit and loss.
j. Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision
is presented in the statement of profit and loss.
99
k. Financial instruments
a) Non-derivative financial instruments:
Initial recognition and measurement
All financial assets and liabilities are initially recognised at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and liabilities, which are not at fair value through
profit or loss, are adjusted to the fair value on initial recognition. Purchase and sale of financial assets are
recognised using trade date accounting.
Subsequent measurement
Financial assets carried at amortised cost
A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold
the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise
on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
Financial assets at fair value through other comprehensive income (FVOCI)
A financial asset is measured at FVOCI if it is held within a business model whose objective is achieved by both
collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset
give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
Financial assets at fair value through profit or loss (FVTPL)
A financial asset which is not classified in any of the above categories are measured at FVTPL.
All financial liabilities are subsequently measured at amortised cost using the effective interest method or at
FVTPL.
b) Derivative financial instruments
The Company enters into foreign exchange forward contracts to manage its foreign exchange rate risks.
Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are
subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is
recognised in statement of profit and loss immediately.
Derecognition of financial instruments
Financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset
expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the
asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of
ownership and continues to control the transferred asset, the Company recognises its retained interest in
the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all
the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the
financial asset and also recognises a collateralised borrowing for the proceeds received.
On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount
and the sum of the consideration received and receivable and the cumulative gain or loss that had been
recognised in other comprehensive income and accumulated in equity is recognised in statement of profit and
loss if such gain or loss would have otherwise been recognised in statement of profit and loss on disposal of
that financial asset.
100
The Company derecognises financial liabilities when, and only when, the Company’s obligations are
discharged, cancelled or have expired. The difference between the carrying amount of the financial liability
derecognised and the consideration paid and payable is recognised in profit or loss.
Impairment of financial assets
The Company applies the expected credit loss model for recognising impairment loss on financial assets
measured at amortised cost, debt instruments at FVOCI, lease receivables, trade receivables, other contractual
rights to receive cash or other financial asset not designated as at FVTPL.
Expected credit losses are the weighted average of credit losses with the respective risks of default occurring
as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company
in accordance with the contract and all the cash flows that the Company expects to receive (i.e. all cash
shortfalls), discounted at the original effective interest rate. The Company estimates cash flows by considering
all contractual terms of the financial instrument through the expected life of that financial instrument.
The Company measures the loss allowance for a financial instrument at an amount equal to the lifetime
expected credit losses if the credit risk on that financial instrument has increased significantly since initial
recognition. If the credit risk on a financial instrument has not increased significantly since initial recognition,
the Company measures the loss allowance for that financial instrument at an amount equal to 12 months
expected credit losses. 12 months expected credit losses are portion of the lifetime expected credit losses and
represent the lifetime cash shortfalls that will result if default occurs within the 12 months after the reporting
date and thus, are not cash shortfalls that are predicted over the next 12 months.
If the Company measured loss allowance for a financial instrument at lifetime expected credit loss model in
the previous period, but determines at the end of a reporting period that the credit risk has not increased
significantly since initial recognition due to improvement in credit quality as compared to the previous period,
the Company again measures the loss allowance based on 12 months expected credit losses.
When making the assessment of whether there has been a significant increase in credit risk since initial
recognition, the Company uses the change in the risk of a default occurring over the expected life of the
financial instrument instead of the change in the amount of expected credit losses. To make that assessment,
the Company compares the risk of a default occurring on the financial instrument as at the reporting date
with the risk of a default occurring on the financial instrument as at the date of initial recognition and
considers reasonable and supportable information, that is available without undue cost or effort, that is
indicative of significant increases in credit risk since initial recognition.
For trade receivables or any contractual right to receive cash or another financial asset that result from
transactions that are within the scope of Ind AS 115, the Company always measures the loss allowance at an
amount equal to lifetime expected credit losses.
Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the
Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is
computed based on a provision matrix which takes into account historical credit loss experience and adjusted
for forward looking information.
l. Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with
an original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the
purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as
defined above, as they are considered an integral part of the Company’s cash management.
101
m. Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders
(after deducting attributable taxes) by the weighted average number of equity shares outstanding during the year.
The weighted average number of equity shares outstanding during the year is adjusted for events of bonus issue;
bonus element in a rights issue to existing shareholders; share split; and reverse share split (consolidation of shares).
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity
shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects
of all dilutive potential equity shares.
n. Cash dividend
The Company recognises a liability to make cash distributions to equity holders when the distribution is authorised
and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution
is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.
o. Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a
present obligation that is not recognised because it is not probable that an outflow of resources will be required to
settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot
be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but
discloses its existence in the financial statements.
102
3. Property, plant and equipment, Capital work-in-progress and Intangible assets
Particulars As at As at
A. Carrying amounts
Tangible Assets
Freehold Land 3.92 3.92
Leasehold Land - -
Building (Including Leasehold Improvements) 36.96 38.33
Plant & equipment 50.84 62.13
Laboratory Equipment 12.22 12.25
Computer Hardware 1.92 3.17
Furniture & Fixture 62.71 49.10
Office Equipment 2.83 3.55
Motor Vehicles 0.11 0.13
171.51 172.58
Intangible Assets
Computer Software 5.41 1.75
B. Capital work-in-progress 50.04 43.54
Rupees in Crore
Freehold Leasehold Building Plant & Laboratory Computer Furniture & Office Motor Computer Total
Land Land (Including equipment Equipment Hardware Fixture Equipment Vehicles Software
Leasehold
Improvements)
Cost
Balance at January 1, 2020 3.92 0.29 58.50 126.95 20.37 9.55 128.32 8.04 0.22 11.16 367.32
Additions - - 1.48 17.29 0.36 0.12 22.89 1.30 - 0.45 43.89
Disposals - - 1.43 0.84 0.06 0.68 33.94 0.43 - - 37.38
Reclassified on account of Adoption of Ind AS 116 - 0.29 - - - - - - - - 0.29
Balance at December 31, 2020 3.92 - 58.55 143.40 20.67 8.99 117.27 8.91 0.22 11.61 373.54
Additions - - 3.22 6.48 2.29 0.24 55.20 0.73 - 5.55 73.71
Disposals - - 0.88 2.68 - 0.62 48.61 0.03 - 0.34 53.16
Accumulated depreciation
Balance at January 1, 2020 - 0.01 17.46 63.96 6.27 4.71 61.43 4.48 0.07 8.83 167.22
Additions - - 4.17 17.79 2.19 1.53 40.56 1.30 0.02 1.03 68.59
Disposals - - 1.41 0.48 0.04 0.65 33.82 0.42 - - 36.82
Balance at December 31, 2020 - - 20.22 81.27 8.42 5.59 68.17 5.36 0.09 9.86 198.98
Additions - - 4.13 17.51 2.32 1.41 41.56 1.45 0.02 1.78 70.18
Disposals - - 0.42 2.42 - 0.45 48.58 0.03 - 0.23 52.13
Balance at December 31, 2021 - - 23.93 96.36 10.74 6.55 61.15 6.78 0.11 11.41 217.03
Impairment Loss [refer Note a]
Balance at January 1, 2020 - - - 0.36 0.01 - 0.03 - - - 0.40
Additions - - - - - 0.23 - - - - 0.23
Disposals - - - 0.36 0.01 - 0.03 - - - 0.40
Balance at December 31, 2020 - - - - - 0.23 - - - - 0.23
Additions - - - - - - - - - - -
Disposals - - - - - 0.09 - - - - 0.09
Balance at December 31, 2021 - - - - - 0.14 - - - - 0.14
Carrying amounts
Balance at January 1, 2020 3.92 0.28 41.04 62.63 14.09 4.84 66.86 3.56 0.15 2.33 199.70
Additions - - 1.48 17.29 0.36 0.12 22.89 1.30 - 0.45 43.89
Depreciation / Impairment - - 4.17 17.79 2.19 1.76 40.56 1.30 0.02 1.03 68.82
Disposals (net) - - 0.02 - 0.01 0.03 0.09 0.01 - - 0.16
Additions - - 3.22 6.48 2.29 0.24 55.20 0.73 - 5.55 73.71
Depreciation / Impairment - - 4.13 17.51 2.32 1.41 41.56 1.45 0.02 1.78 70.18
Disposals (net) - - 0.46 0.26 - 0.08 0.03 - - 0.11 0.94
Reclassified on account of Adoption of Ind AS 116 - - - - - - - - - - -
Capital work in progress movement
Balance at January 1, 2020 27.33
Addition during the year 60.10
Capitalised during the year 43.89
Balance at December 31, 2020 43.54
Addition during the year 80.21
Capitalised during the year 73.71
Balance at December 31, 2021 50.04
Notes :
(a) Impairment Loss is recognized in the statement of Profit and Loss under “Impairment on property, plant and equipment and other intangible assets”.
103
4. Financial assets
(Unsecured, considered good, unless otherwise stated)
4.1 Loans receivable
As at As at
Non-Current
Loans receivable Considered good- Unsecured
Loans to employees * 0.91 0.52
Security deposits # 5.71 5.60
6.62 6.12
Current
Loans receivable Considered good- Unsecured
Loans to employees * 0.53 0.45
Security deposits # 1.41 1.01
1.94 1.46
# Security deposit are non interest bearing and recoverable at the termination of contract unless otherwise agreed
* Loans to employees include loan to key managerial personnel of Rs. Nil (December 31, 2020 : Rs. Nil ).
4.2 Other financial assets
Financial assets carried at amortized cost
As at As at
Non Current
Advance to Customers - Rebate
- Considered good - -
- Considered Doubtful 4.29 4.12
4.29 4.12
Less : Allowance for doubtful advances 4.29 4.12
- -
Current
Rebates receivable 18.15 16.12
Interest accrued on bank deposits 12.58 14.40
Derivative instruments at fair value through Profit or loss
Derivatives not designated as hedges
Foreign exchange forward contracts * - 0.32
30.73 30.84
* While the Company entered into forward contracts with the intention of reducing the foreign exchange risk of expected
purchases, these contracts are not designated in hedge relationships and are measured at fair value through profit or loss.
4.3 Trade receivables *# (Refer note 28)
Current
Trade receivables Considered good - Secured ## 73.85 54.61
Unsecured
Trade receivables Considered good - Unsecured 237.80 125.88
Trade receivables - Considered Doubtful 7.85 11.84
Less : Allowance for doubtful debts 7.85 11.84
237.80 125.88
311.65 180.49
104
4.3 Trade receivables (Contd.)
Movement in the allowance of doubtful debts
Balance at the beginning of the year 11.84 13.70
Add: Allowance created during the year 1.23 1.84
Less: Reversal of allowance during the year (2.54) (3.20)
Less: Amount Written back during the year (2.68) (0.50)
Balance at end of the year 7.85 11.84
* Refer note no. 28 for related party receivables.

# The average credit period ranges from 1 to 90 days. Interest is charged at 24% p.a. on the overdue balance.
## Secured by deposits and bank guarantees from customers.
4.4 Cash and cash equivalents
Balance with banks
In current accounts 11.70 19.00
Deposits with original maturity of less than 3 months 172.53 175.67
Cash on hand - 0.01
184.23 194.68
‘0.00’ represents amount less then Rs. 0.01 crore.

4.5 Bank Balances other than above
As at As at
Deposits with original maturity for less than 12 months 1,096.99 1,058.97
Earmarked deposit with banks # 2.08 5.18
Unclaimed dividend account and capital reduction (Includes unclaimed amount 16.91 15.36
of Rs. 1.22 Crore (December 31, 2020 : Rs. 1.22 Crore ) pertaining to capital
reduction in earlier years)
1,115.98 1,079.51
# Represents deposit placed for payment for acquisition of land

Break up of financial assets carried at amortized cost
Particulars Note As at As at
Loans 4.1 8.56 7.58
Trade receivables 4.3 311.65 180.49
Cash and cash equivalents 4.4 184.23 194.68
Other balances with banks 4.5 1,115.98 1,079.51
Other financial assets 4.2 30.73 30.52
1,651.15 1,492.78
105
5. Income tax assets (net)
Advance Income tax / tax deducted at source (net of current tax provision) 60.00 60.32
60.00 60.32
6. Deferred tax assets - (net)

Deferred tax assets (net) 71.35 62.24
71.35 62.24
Movement in deferred tax assets balances Rupees in Crore

Net balance as at Recognised in Recognised in OCI Net deferred tax
January 1, 2021 profit and loss asset/(liability) as at
December 31, 2021
Deferred tax asset / (liabilities)
Property, plant and equipment 30.68 7.17 - 37.85
43B disallowances 12.63 (0.76) 0.26 12.13
Inventory - obsolete 2.64 (0.51) - 2.13
Allowance for doubtful debts 5.96 (0.87) - 5.09
Other temporary differences 10.32 3.82 - 14.14
Deferred tax asset / (liabilities) 62.24 8.85 0.26 71.35
Movement in deferred tax balances Rupees in Crore

Net balance as at Recognised in Recognised in OCI Net deferred tax
January 1, 2020 profit and loss asset/(liability) as at
December 31, 2020
Deferred tax asset / (liabilities)
Property, plant and equipment 22.95 7.73 - 30.68
43B disallowances 13.10 0.77 (1.24) 12.63
Inventory - obsolete 1.76 0.88 - 2.64
Allowance for doubtful debts 4.98 0.98 - 5.96
Other temporary differences 15.70 (5.38) - 10.32
Deferred tax asset / (liabilities) 58.50 4.98 (1.24) 62.24
Income Tax
The major components of income tax expense
Profit and Loss:
Current tax (net of Charge / (reversal) of earlier years - Rs. 0.69 Crore 280.03 207.40
(December 31, 2020 : Rs. (4.60) Crore))
Deferred tax (8.84) (4.98)
Total Income tax expense 271.19 202.42
106
6. Deferred tax assets - (net) (Contd.)
Reconciliation of tax expense and the accounting profit multiplied by domestic tax rate

Profit before Income tax expense 1,029.28 785.36
Tax at the Indian tax rate 25.17% (December 31, 2020 : 25.17%) 259.07 197.68
Item giving rise to difference in tax
Effect of non-deductible expenses 11.13 9.18
Effect of tax adjustment of earlier years 0.69 (4.61)
Others 0.30 0.17
Income tax expense 271.19 202.42
7. Other assets
As at As at
Non-Current
Considered good 26.78 22.01
Doubtful - 0.03
26.78 22.04
Less : Allowance for doubtful advances - 0.03
26.78 22.01
Capital advances 3.22 0.46
Prepaid expenses 4.16 0.77
Provident fund surplus assets - 1.83
Deposits / balance with statutory / government authorities
Doubtful 6.86 6.86
77.76 75.30
Less: Allowance for doubtful deposits 6.86 6.86
70.90 68.44
Current
Doubtful 1.15 0.45
20.94 14.74
Less : Allowance for doubtful advances 1.15 0.45
19.79 14.29
Prepaid expenses 5.50 2.58
Advance to supplier 14.21 8.50
Other receivables
Considered doubtful - 0.37
4.21 3.96
Less: Allowance for doubtful receivables - 0.37
4.21 3.59
Deposits / balance with statutory / government authorities 64.04 60.82
107.75 89.78
107
8. Inventories (lower of cost and net realizable value)
As at As at
Raw materials 296.59 185.93
(including stock in transit Rs. 45.21 Crore (December 31, 2020 : Rs. 46.59 Crore)
Packing materials 8.66 6.65
(including stock in transit Rs. 1.41 Crore (December 31, 2020 : Rs. Nil)
Finished goods 139.11 136.20
Traded goods 47.29 38.09
(including stock in transit Rs. 12.95 Crore (December 31, 2020 : Rs. 6.32 Crore)
491.65 366.87
Note: The cost of inventories recognised in December 31, 2021 includes Rs. 2.03 Crore in respect of write down of
inventories to net realisable value (December 31, 2020 : Rs. 3.50 Crore in respect of reversal write down of inventories)
9. Equity share capital

As at As at
Authorized
990,000,000 equity shares of Rs. 5/- each 495.00 495.00
(December 31, 2020 : 990,000,000 equity shares of Rs. 5/- each)
495.00 495.00
Issued, subscribed and fully paid-up
989,122,384 equity shares of Rs. 5/- each 494.56 494.56
(December 31, 2020 : 989,122,384 equity shares of Rs. 5/- each)
494.56 494.56
a. Reconciliation of the equity shares outstanding at the beginning and at the end of the year
Equity shares As at As at
No. of Shares Rupees in Crore No. of Shares Rupees in Crore
At the beginning of the year 989,122,384 494.56 989,122,384 494.56
Outstanding at the end of the year 989,122,384 494.56 989,122,384 494.56
b. Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 5/- per share (December 31, 2020 :
Rs. 5/- per share). Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board
of Directors is subject to the approvals of the shareholders in the ensuing Annual General Meeting (AGM). The
Company declares and pays dividend in Indian Rupees.
Dividend on Equity Shares For the year ended For the year ended
Dividend on Equity Shares paid during the year
Final Dividend Rs. 3.00 per share for the year December 31, 2020 296.73 -
(December 31, 2019 : Rs. Nil per share)
Interim Dividend Rs. 2.50 per share for the year December 31, 2021 247.28 247.28
(December 31, 2020 : Rs. 2.50 per share)
2nd Interim Dividend Rs. Nil per share for the year December 31, 2020 - 296.73
(December 31, 2019 : Rs. 3.00 per share)
Proposed Dividend on Equity Shares
Final Dividend Rs. 3.00 per share for year December 31, 2021 (December 296.73 296.73
31, 2020 : Rs. 3.00 per share)
108
9. Equity share capital (Contd.)
The Board of Directors of the Company has at its meeting held on February 7, 2022 recommended a final dividend
of Rs. 3.00 per share for year ended December 31, 2021 (December 31, 2020 : Rs. 3.00 per share).
In the event of the Company being liquidated, since the equity shares of the Company are fully paid - up, there
would be no additional liability on the shareholders of the Company. However, post settlement of the liabilities of
the Company, the surplus, if any, would be distributed amongst the shareholders in proportion to the number of
shares held by each one of them.
c. Equity shares in the Company held by its holding/ultimate holding company and/or their subsidiaries/
associates are as below:
Dividend on Equity Shares As at As at

Castrol Limited, U.K . 504,452,416 equity shares of Rs. 5/- each fully paid 252.22 252.22
(Holding Company)
[December 31, 2020 : 504,452,416 equity shares of Rs. 5/- each fully paid
(Holding Company)]
d. Aggregate number of bonus shares issued, for consideration other than cash during the period of five
years immediately preceding the balance sheet date:
Dividend on Equity Shares As at As at

No. of Shares No. of Shares
Equity shares allotted as fully paid bonus shares by capitalisation of general
reserve and retained earnings
The Company had issued and allotted bonus equity shares of Rs.5/- each, 494,561,192 494,561,192
on December 26, 2017
494,561,192 494,561,192
e. Details of shareholders holding more than 5% shares in the company are as below:
As at As at
No. of Shares % holding in the No. of Shares % holding in the
class class
Equity shares of Rs.
5/- each fully paid up
(December 31, 2020 :
Rs. 5/- each)
Castrol Limited, U.K. 504,452,416 51.00% 504,452,416 51.00%
Life Insurance 112,127,182 11.34% 104,581,312 10.57%
Corporation of India
As per records of the Company, including its register of shareholders/ members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of
shares.
109
10. Other Equity **
As at As at
Share based payment ## 41.75 23.75
Capital Reserve # 13.62 13.62
Retained Earnings @ 1,095.58 882.30
1,150.95 919.67
## Share value plan of Ultimate Holding Company (refer note 2.5(2) (d) of significant accounting policies)
# Capital Reserve mainly represents amount transferred on amalgamation with erstwhile Tata BP Lubricants
** For movement, refer Statement of Changes in Equity
@ Retained earnings represents profit that a Company has earned to date, less any dividends or other distributions paid to the investor.
11. Financial Liabilities

11.1 Trade payables # (Refer note 28)
As at As at
Current
Total outstanding dues of micro enterprises and small enterprises (Refer note 26) 23.93 4.62
Total outstanding dues of creditors other than micro enterprises and small 596.72 540.91
enterprises
620.65 545.53
# Trade payables are non-interest bearing and are normally settled between 7 to 90 days credit terms
11.2 Other financial liabilities

Financial liabilities at amortized cost
As at As at
Non Current
Lease Liabilities - 6.22
- 6.22
Current
Deposit from customers # 25.82 23.25
Employee benefits payable 37.27 35.38
Capex payables 44.77 45.01
Interest accrued and due on deposit from customers 0.57 0.65
Rebate payables 168.65 172.42
Corporate social responsibility 0.09 2.15
Unclaimed dividend account and capital reduction 16.91 15.36
(Includes unclaimed amount of Rs. 1.22 Crore (December 31, 2020 :
Rs. 1.22 Crore ) pertaining to capital reduction in earlier years)
Lease Liabilities 6.72 11.22
Derivative instruments at fair value through Profit or loss
Derivatives not designated as hedges
Foreign exchange forward contracts* 1.83 -
302.63 305.44
* While the Company entered into forward contracts with the intention of reducing the foreign exchange risk of expected purchases,
these contracts are not designated in hedge relationships and are measured at fair value through profit or loss.
# Deposit from customers are interest bearing and repayable on termination of agreement unless otherwise agreed
@ ‘The Company has transferred the amounts required to be transferred to the Investor Education and Protection Fund within due date.
The company has not transferred an amount of Rs. 0.12 Crore, accumulated over the years as dividends held in abeyance, for cases where
disputes relating to ownership of the underlying shares have remained unresolved. There are no other amounts due for payment to the
IEPF under Section 125 of the Companies Act, 2013 as at the year end
110
12. Provisions
As at As at
Non Current
Provision for employee benefit (Refer note 27) 18.50 18.84
18.50 18.84
Current
Provision for employee benefit (Refer note 27) 0.06 0.40
Provision for indirect taxes (Refer note ( a ) and ( c) below) 31.38 33.51
Provision for litigations (Refer note ( b ) and ( c ) below) 1.61 1.61
33.05 35.52
(a) Movement in Provision for Indirect Taxes:
As at As at As at As at
December 31, 2021 December 31, 2021 December 31, 2020 December 31, 2020
Rupees in Crore Rupees in Crore Rupees in Crore Rupees in Crore
Excise, Customs Sales Tax, VAT Excise, Customs Sales Tax, VAT
and Service tax and GST and Service tax and GST
Balance as at January 1 6.54 26.97 7.33 18.76
Addition during the year - 4.22 1.92 13.11
Reversed / Paid during the 3.84 2.51 2.71 4.90
year
Balance as at December 31 2.70 28.68 6.54 26.97
Total 31.38 33.51
(b) There has been no movement in provisions for litigations during the year.
(c) The Company has made provision for known litigation cases and pending assessments in respect of taxes, duties
and other levies, the outflow of which would depend on cessation of respective events.
13. Current tax liabilities (net)

As at As at
Provision for tax (net of advance tax and tax deducted at source) 15.85 15.90
15.85 15.90
14. Other liabilities

As at As at
Non Current
Advance Rebate from Supplier 5.68 7.58
5.68 7.58
Current
Statutory dues 44.43 22.80
Advance from customers 8.06 6.74
Deferred revenue 9.66 14.70
62.15 44.24
111
15. Revenue from operations #
For the year ended For the year ended
Revenue from operations
Sale of products 4,178.24 2,982.16
(net of rebates ` 435.62 Crore [December 31, 2020 : ` 347.55 Crore])
Other operating revenue
Income from services 9.24 9.49
Scrap sale 4.58 5.27
Revenue from operations 4,192.06 2,996.92
# In case of sale of goods, the Company satisfies its performance obligation upon delivery, which is based on the terms
agreed with the customer, and for the sale of services, the performance obligation is satisfied as and when the services
are rendered. The Company does not have any remaining performance obligations as contracts entered for sale of goods
are for shorter duration. There are no contract for sale of services wherein, performance obligation is unsatisfied to which
transaction price has been allocated. The Company disaggregated revenues from contracts with customers by geography.
Refer Note 24 below.
16. Other income

Interest income on financial assets carried at amortized cost
From bank deposits 36.04 46.64
Others 0.29 0.34
Excess accruals written back 1.50 2.09
Exchange Gain (net) - 2.40
Allowance for doubtful debts written back (net) 1.31 1.36
Profit on fair valuation of forward contract - 0.76
Net gain on termination of lease contracts 0.01 0.10
Miscellaneous income * 9.28 8.34
48.43 62.03
* Includes service rendered to related parties of Rs. 9.22 Crore (December 31, 2020 : Rs. 6.73 Crore)
17.1 Cost of raw and packing materials consumed

Raw materials and packing materials consumed
Inventory at the beginning of the year 192.58 154.56
Add : Purchases during the year 1,991.75 1,211.99
2,184.33 1,366.55
Less : Inventory at the end of the year 305.25 192.58
Total raw materials and packing materials consumed 1,879.08 1,173.97
112
17.2 Purchase of traded goods
Purchase of traded goods 191.85 116.50
191.85 116.50
17.3 Changes in inventories of finished goods / traded goods

Inventories at the end of the year
186.40 174.29
Inventories at the beginning of the year
174.29 150.16
Net (Increase) / decrease in inventories of finished / traded goods (12.11) (24.13)
18. Employee benefits expense

Salaries and wages # 189.55 187.18
Share based payments 19.39 6.08
Contribution to provident and other funds 16.35 17.87
Staff welfare expenses 6.70 8.68
231.99 219.81
# Employee benefit expenses include one time cost Rs. 19.5 crore for the year ended 31 December 2020 towards Organisation
Transformation and Restructuring Programme implemented during the previous year.
19. Finance costs

Interest on financial liabilities carried at amortized cost 1.11 1.29
Interest on income tax - 0.43
Interest on lease liabilities 1.30 2.44
2.41 4.16
20. Depreciation and amortisation expense

Depreciation of property plant and equipment (refer note 3) 68.40 67.56
Depreciation of Right-of-use asset 12.52 18.02
Amortization of intangible assets (refer note 3) 1.78 1.04
82.70 86.62
113
21. Other expenses
Rent 3.38 0.56
Rates and taxes 2.66 0.92
Power and fuel 5.70 5.11
Stores and consumables 2.22 1.81
Freight and forwarding charges 133.26 109.20
Insurance 6.73 4.08
Repairs and maintenance
Land and buildings 3.60 4.32
Plant and equipment 8.40 5.86
Others 20.51 19.05
Processing and filling charges 16.95 14.53
Advertising 141.75 132.97
Stock point operating charges 40.19 38.39
Loss on disposal/write off of Property, plant and equipment and Intangible assets 0.94 0.15
(net)
Impairment on property, plant and equipment and intangible assets - 0.23
Director sitting fees 0.34 0.35
Commission to resident non-whole time Indian directors 0.68 0.68
Royalty 104.61 79.27
Sales promotion fees 187.98 172.24
Travelling expenses 6.11 4.62
Legal, professional fees and contract charges 107.05 56.87
Payment to auditors [Refer note (i) below] 1.62 1.55
Exchange loss (net) 4.74 -
Loss on fair valuation of forward contract 2.16 -
Corporate social responsibility [Refer note (ii) below] 21.23 25.37
Miscellaneous expenses 12.48 18.53
835.29 696.66

Note
(i) Payment to auditor (excluding taxes)
As auditor:
Audit fee 1.05 1.00
Tax accounts and tax audit fees 0.28 0.25
Limited review 0.19 0.18
Certification fees 0.03 0.01
Reimbursement of expenses 0.07 0.11
1.62 1.55
(ii) Corporate social responsibility activities
For the year ended December 31, 2020
Gross amount required to be spent by the Company during the year. 22.60
Amount spent during the year (on purpose other than construction / 25.35
acquisition of assets controlled by the company)
Amount outstanding as at year end 2.15
114
21. Other expenses (Contd.)
For the year ended December 31, 2021
Gross amount required to be spent by the Company during the year. 21.12
Amount spent during the year (on purpose other than construction / acquisition 20.69
of assets controlled by the company) - includes amount spent by implementation
agency on behalf of the company and direct expenses.
Amount given to implementation agency (on purpose other than construction / 0.45
acquisition of assets controlled by the company) during the year and spent within
30 days from the year-end by the implementation agency towards on-going
project
Amount outstanding (payable to implementation /CSR monitoring agency) as at 0.09
year end for ongoing projects
22. Earnings per share (EPS)

Profit for the year 758.09 582.94
No. of Shares No. of Shares

Weighted average number of equity shares in calculating Basic and Diluted EPS 989,122,384 989,122,384
Basic and Diluted earnings per share (Rs.) 7.66 5.89
Nominal value per share (Rs.) 5.00 5.00
23. Leases
Right-of-use assets
Rupees in Crore
Particulars Land Buildings Vehicles Total
Balance at January 1, 2021 19.09 14.52 1.27 34.88
Add: Reclassified on account of Adoption of - - - -
Ind AS 116
Additions - - 2.06 2.06
Less: Deletions - - 0.16 0.16
Less: Depreciation 1.02 8.83 2.67 12.52
Balance at December 31, 2021 18.07 5.69 0.50 24.26

Balance at January 1, 2020 - - - -
Add: Reclassified on account of Adoption of 0.28 - - 0.28
Ind AS 116
Additions 19.81 31.98 6.69 58.48
Less: Deletions - 5.58 0.29 5.87
Less: Depreciation 1.00 11.89 5.13 18.02
115
23. Leases (Contd.)
Lease Liabilities
Rupees in Crore
Balance at January 1, 2021 0.77 15.35 1.32 17.44
Additions - - 2.06 2.06
Add: Finance costs 0.05 0.92 0.33 1.30
Less: Deletions - - 0.16 0.16
Less: Payments 0.81 10.10 3.01 13.92

Balance at January 1, 2020 - - - -
Additions 1.41 32.01 6.69 40.11
Add: Finance costs 0.13 1.97 0.34 2.44
Less: Deletions - 5.68 0.31 5.99
Less: Payments 0.77 12.95 5.40 19.12
The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis as at
December 31, 2021:
Particulars Rupees in Crore

Less than one year 6.72
Between one and five years 0.00
24. Segment information

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker (CODM) of the Company. The CODM is responsible for allocating resources and assessing performance of
the operating segments of the Company.
The Company has integrated its organization structure with respect to its automotive and non-automotive business
considering that the synergies, risks and returns associated with business operations are not predominantly distinct.
The company has aligned its internal financial reporting system in line with the new organization structure. As a result
the Company’s reportable business segment consists of a single segment of “Lubricants” in terms of Ind AS 108. The
Managing Director (Chief Operating Decision Maker) is accountable for leading the growth agenda for an integrated
Automotive and Industrial business.
Information by Geographies For the year ended For the year ended
Revenue
India 4,164.37 2,989.89
Outside India 27.69 7.03
4,192.06 2,996.92
Capital expenditure (including capital work-in-progress)
India 80.21 60.10
Outside India - -
80.21 60.10
Non-current assets
India 322.08 319.36
Outside India 0.04 -
322.12 319.36
There are no transactions with single customer which amounts to 10% or more of the Company’s revenue for year ended December 31, 2021
and December 31, 2020.
116
25. (i) Contingent liabilities & commitments
As at As at
(a) Contingent liabilities
(1) Demands made by the authorities, in respect
of which appeals have been filed [Refer note
(i) below]
Sales tax 29.93 37.81
(2) Claims against the Company not
acknowledged as debts estimated at:
- Income tax matters in dispute under appeal 10.57 -
- In respect of compensation claimed by third 3.65 3.59
parties / workers / employees
(A) 44.15 41.40
(b) Commitments
(1) Estimated amount of contracts remaining to 60.66 25.47
be executed on capital account and
not provided for (net of advances)
(B) 60.66 25.47
Total (A + B) 104.81 66.87
Notes:
(i) The management does not expect these demands / claims to succeed. Claims, where the possibility of outflow
of resources embodying economic benefits is remote, have not been considered in contingent liability.
25. (ii) The Company has received following demand orders from Maharashtra Sales Tax Department for disputes relating
to the movement of goods from the Plant/ MWHs situated in Maharashtra to the CFAs for sale of goods made by
the company in the states other than Maharashtra, where applicable taxes have been paid as per the provisions of
law. The department alleged that the movement of goods was to fulfil pre-existing orders in the destination States,
and were therefore in the nature of inter-State sales. The Company contends that the movement of goods from
Maharashtra was not pursuant to any contract /order from customers in other States hence the understanding
of operations/systems recorded in the assessment orders are not factually correct. The Company’s tax payment
methodology in respect of the goods sold is adequately supported by robust legal grounds/precedents and in
Company’s opinion the said demands are unjustified. Thus considering the favorable orders from MVAT Tribunal and
based on the legal advice the Company has not made any provision in the books for the year ended 31st December
2021 and considered this to be remote.
117
25. (ii) (Contd.)
Financial Year Demand Status
(including interest)
Rupees in Crore
2007-08 306.71
2009-10 255.50
The company had received the favourable orders from Maharashtra
2010-11 263.63
Sales Tax Tribunal (MSTT) against which department had filed the
2011-12 474.60
appeal in Central Sales Tax Appellate Authority, Delhi (CSTAA). Hearing
2012-13 578.05
date awaited from CSTAA.
2013-14 485.22
2014-15 528.34
2015-16 510.69 The company had received the favourable orders from Maharashtra
2016-17 565.00 Sales Tax Tribunal (MSTT) against which department had filed the
2017-18 (Apr-17 to Jun-17) 163.47 appeal in Central Sales Tax Appellate Authority, Delhi (CSTAA). Hearing
date awaited from CSTAA.
Total 4,131.21
Note : It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above
pending resolution of the respective proceedings as it is determinable only on receipt of judgements/decisions
pending with various forums/ authorities.
26. Details of dues to micro enterprises and small enterprises as defined under The Micro,
Small and Medium Enterprises Development (MSMED) Act 2006*
As at As at
a. The principal amount and the interest due thereon remaining unpaid to any
supplier as at the end of each accounting year
- Principal amount due to micro and small enterprises 0.44 4.58
- Interest due on above 0.00 0.04
b. The amount of interest paid by the buyer in terms of section 16 of the Micro - -
and Small Enterprise Development Act, 2006, along with the amounts of
the payment made to the supplier beyond the appointed day during each
accounting year.
c. The amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during
the year) but without adding the interest specified under Micro and Small
Enterprise Development Act, 2006.
d. The amount of interest accrued and remaining unpaid at the end of each 0.00 0.04
accounting year;
e. The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as
a deductible expenditure under section 23 of Micro and Small Enterprise
Development Act, 2006.
* The company has initiated the process of identification of suppliers registered under Micro, Small and Medium Enterprises
Development Act, 2006, by obtaining confirmations from all suppliers. Information has been collated only to the extent
of information received.
118
27 Employee Benefits
I) Defined Contribution Plan
Contribution to Provident and Other Funds’ in Note 18 includes Rs. 0.98 Crore (December 31, 2020: Rs. 1.04
Crore) for ESIC and Labour Welfare Fund. Note 21 includes Insurance Rs. 4.24 Crore (December 31, 2020: Rs. 2.13
Crore) for Medical Insurance benefits and post retiral medical benefit scheme. Salaries, wages and bonus in Note 18
includes Rs. 1.39 Crore for share match (December 31, 2020: Rs. 1.40 Crore).
II) Defined Benefit Plan
A) General Description of Defined Benefit Plan
i) Gratuity
The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to
fifteen days/one month salary last drawn for each completed year of service depending on the date of
joining. The same is payable on termination of service, retirement or death, whichever is earlier. The
benefit vests after five years of continuous service.
The Company has a defined benefit gratuity plan in India (funded).The Company defined benefit
gratuity plan is a final salary plan for India employees, which requires contributions to be made to a
separately administered fund.
`The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has
completed five years of service is entitled to specific benefit. The level of benefits provided depends
on the member’s length of service and salary at retirement age. The fund has the form of a trust and
it is governed by the Board of Trustees, which consists of an equal number of employer and employee
representatives. The Board of Trustees is responsible for the administration of the plan assets and for
the definition of the investment strategy.
ii) Provident Fund
The Provident Fund (administered by a trust) is a defined benefit scheme whereby the Company
deposits amounts determined as a fixed percentage of basic pay to the fund every month. The actuary
has provided a valuation and determined the fund assets and obligations as at December 31, 2021.
Further, it has been determined that the yield on the investments of the trust is adequate to meet the
obligation towards the payment of the interest rate notified by the government.
iii) Pension Benefit to Past Employees
Under the Company’s pension scheme, certain categories of employees, on retirement, are eligible for
monthly differential pension which is accounted for on an actuarial basis as on the Balance Sheet date.
iv) Compensated absences
The Company has a policy on compensated absences which is applicable to its executives joined
upto a specified period and all workers. The expected cost of accumulating compensated absences is
determined by actuarial valuation performed by an independent actuary at each Balance Sheet date
using projected unit credit method on the additional amount expected to be paid as a result of the
unused entitlement that has accumulated at the Balance Sheet date.
B) The plans in India typically expose the Company to actuarial risks such as: investment risk, interest rate risk,
longevity risk and salary risk.
Investment The present value of the defined benefit plan liability is calculated using a discount rate determined by
risk reference to government bond yields; if the return on plan asset is below this rate, it will create a plan
deficit. Currently the plan has a relatively balanced investment in equity securities and debt instruments.
Interest A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by
risk an increase in the return on the plan’s debt investments.
Longevity The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
risk mortality of plan participants both during and after their employment. An increase in the life expectancy
of the plan participants will increase the plan’s liability.
Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of
plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
119
27 Employee Benefits (Contd.)
C) Amounts recognized in financial statements respect of these defined benefit plans are as follows:
i) The following tables set out the funded status of the gratuity, pension, compensated absences and
provident fund plans and the amounts recognized in the Company’s financial statements as at December
31, 2021 and December 31, 2020:
Amount (Rs in Crore)
Particulars As at December 31, 2021 As at December 31, 2020
Gratuity Pension Compensated Provident Gratuity Pension Compensated Provident
Benefit absences Fund Benefit absences Fund
(Funded) (Non- (Non- (Funded) (Funded) (Non- (Non- (Funded)
funded) funded) funded) funded)
Change in the present value of
the defined benefit obligation
and fair value of plan assets:
Obligation at period beginning 57.21 1.59 1.48 215.24 58.58 1.49 1.56 189.28
Current service cost 3.92 0.08 (0.12) 8.41 4.42 0.10 0.20 7.66
Past service cost - - - - - -
Interest cost 2.75 - 0.37 17.91 3.53 - - 16.41
Actuarial (gain) / loss due to change (2.22) - - (3.08) - - -
in assumptions
Experience (gain) / loss on plan 1.60 - - (2.66) (2.00) - - 1.95
liability
Benefits paid and transfer out (7.20) (0.12) (0.32) (34.05) (3.66) - (0.28) (18.56)
Contributions by employee - - - 12.27 - - - 11.25
Transfer in (4.15) - - 4.38 (0.58) - - 7.25
Obligation at period end 51.91 1.55 1.41 221.50 57.21 1.59 1.48 215.24
Change in plan assets
Plan assets at period beginning, 41.03 - - 217.07 39.61 - - 190.32
at fair value
Expected return on plan assets 2.16 - - 18.07 2.58 - - 16.50
Experience (gain) / loss on plan 0.32 - - (4.64) (0.87) - - 2.65
assets
Asset gain / (loss) (4.15) - - - (0.58) - - -
Contributions by employer 4.20 - - 8.41 3.95 - - 7.66
Contributions by employee - - - 12.27 - - - 11.25
Benefits paid (7.20) - - (34.05) (3.66) - - (18.56)
Transfer in - - - 4.37 - - - 7.25
Plan assets at period end, at fair 36.36 - - 221.50 41.03 - - 217.07
value
Change in the present value of
the defined benefit obligation
and fair value of plan assets:
Fair value of plan assets at the end 36.36 - - 221.50 41.03 - - 217.07
of the period
Present value of the defined benefit (51.91) (1.55) (1.41) (221.50) (57.21) (1.59) (1.48) (215.24)
obligation at the end of the period
Asset / (liability) recognized in (15.55) (1.55) (1.41) (0.00) (16.18) (1.59) (1.48) 1.83
the Balance Sheet
120
b) Amount for the year ended December 31, 2021 and December 31, 2020 recognised in the statement of
Profit and Loss/capitalised (including amount recovered from group Companies) under employee benefit
expenses.
Particulars For the year ended December 31, 2021 For the year ended December 31, 2020
Current service cost 3.92 0.08 (0.12) 8.41 4.42 0.10 0.20 7.66
Past service cost - - - - - - - -
Net interest cost 2.75 - - 17.91 0.95 - - 16.41
Interest income (2.16) - 0.37 (18.07) - - - (16.50)
(Gains) / losses - other long term
benefits
Total cost recognised in Profit 4.51 0.08 0.25 8.25 5.37 0.10 0.20 7.57
and Loss
c) Amount for the year ended December 31, 2021 and December 31, 2020 recognized in the statement of
other comprehensive income:

Actuarial (Gain) / Loss due to 0.55 - - - 0.04 - - -
Demographic Assumption changes
in DBO
Actuarial (Gain) / Loss due to (2.78) - - - (3.12) - - -
Financial Assumption changes in
DBO
Actuarial (Gain) / Loss due to 1.62 - - (2.67) (2.00) - - 1.95
Experience on DBO
Return on Plan Assets (Greater) / (0.33) - - 4.66 0.87 - - (2.65)
Less than Discount rate
Total Actuarial (Gain)/Loss (0.94) - - 1.99 (4.21) - - (0.70)
included in OCI
121
d) Major Categories of Plan assets are as follows
Provident fund Amount (Rs in Crore)
The composition of plan assets
Special Deposit 17.32 17.32
Investment in Government and Debt Securities 184.95 172.61
Investment in Mutual Funds 7.21 7.23
Bank Balance 4.69 10.65
Other receivables 7.33 9.26
Total 221.50 217.07
Gratuity Amount (Rs in Crore)
The composition of plan assets
Special Deposits 0.76 0.76
Deposit with insurance schemes 33.76 34.76
Bank Balance 0.93 4.15
Others - Receivables / (Payables) 0.91 1.36
Total 36.36 41.03
Each year, the Board of Trustees reviews the level of funding in the India gratuity plan. Such a review includes
the asset-liability matching strategy and investment risk management policy. This includes employing the use of
annuities and longevity swaps to manage the risks. The fair values of the above investments are determined based
on prices in active markets. The Board of Trustees decides its contribution based on the results of this annual review.
Generally, it aims to have a portfolio mix of equity instruments, property and debt instruments. The Board of
Trustees aim to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation
performed) will arise.
e) The significant assumptions used to determine benefit obligations as at December 31, 2021 and December
31, 2020 are set out below:

Gratuity Compensated Provident Gratuity Compensated Provident
absences Fund absences Fund
(Funded) (Non-funded) (Funded) (Funded) (Non-funded) (Funded)
Discount rate 6.20% 6.20% 6.20% 5.27% 5.27% 5.27%
Rate of increase in compensation Executives Executives Executives Executives 10.00% Executives
level - 10.00% - 10.00% - 10.00% - 10.00% - 10.00%
Workers - 4% Workers - 4% Workers - 4% Workers - 4% Workers - 4%
Interest Rate Guarantee - - 8.50% - - 8.50%
122
f) Sensitivity Analysis

Gratuity Compensated Provident Gratuity Compensated Provident
absences Fund absences Fund
(Funded) (Non-funded) (Funded) (Funded) (Non-funded) (Funded)
Discount per annum
a) Increase by 100 basis points 49.20 1.34 215.25 54.13 1.40 208.61
b) Decrease by 100 basis points 54.10 1.48 230.98 60.62 1.57 224.47
Rate of increase in compensation
a) Increase by 100 basis points 54.27 1.48 60.16 1.57
b) Decrease by 100 basis points 49.67 1.34 54.41 1.40
Interest Rate Guarantee
a) Increase by 100 basis points - - 230.45 - - 223.92
b) Decrease by 100 basis points - - 215.25 - - 208.73
The sensitivity analyses above have been determined based on reasonably possible changes of the respective
assumptions occurring at the end of the year and may not be representative of the actual change. It is based on
a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to
the assumption, the same method used to calculate the liability recognized in the Balance Sheet has been applied.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the
previous year.
The expected contribution payable for next year is as under:
Gratuity plan: Rs. 4.52 Crore (December 31, 2020: Rs. 4.52 Crore)
Provident fund: Rs. 4.43 Crore (December 31, 2020: Rs. 8.12 Crore)
g) Maturity profile of defined benefit obligation is as follows

Gratuity Provident Fund Gratuity Provident Fund
(Funded) (Funded) (Funded) (Funded)
Year 1 8.61 29.67 9.86 24.55
Year 2 5.70 34.72 6.48 32.25
Year 3 5.78 34.53 6.53 30.74
Year 4 6.87 33.27 6.21 28.09
Year 5 4.40 22.24 6.57 19.45
Year 6 - 10 20.55 67.07 21.56 80.16
123
28. Related party disclosures as required under Ind AS - 24, “Related Party Disclosures’, are
given below:
A. Name of the related party and nature of relationship where control exist
a) Holding companies Castrol Limited, U.K . (Holding Company of Castrol India Limited)
Burmah Castrol PLC (Holding Company of Castrol Limited, U.K.)
BP PLC (Holding Company of Burmah Castrol PLC), Ultimate Holding Company
B. Name of the related party and nature of relationship where transaction have taken place
a) Fellow subsidiaries AsPac Lubricants (Malaysia) Sdn. Bhd. BP Middle East (Auto and Marine Lubes)
(where transaction exists) BP - Castrol (Thailand) Limited BP Petrolleri Anonim Sirketi
BP (China) Industrial Lubricants Limited BP Shipping Limited - OBC UK
BP Corporation North America BP Singapore Pte Limited
Castrol Germany GmbH Castrol (Shenzhen) Company Limited
Castrol Belgium BV Castrol Australia Pty. Limited
BP Europa SE Zweigniederlassung Austria (Lubes) Lubricants UK Limited
BP Exploration (Alpha) Limited PT Castrol Indonesia
BP France Lubes Castrol bp Petco limited
BP India Private Limited Castrol Philippines Inc
BP International Limited Bp Products North America Inc
BP Italia SPA Castrol (Shanghai) Management Co.
BP Japan K.K. Nordic Lubricants A/S
BP Korea Limited BP Business Solutions India Private Limited
BP Lubricants USA Inc
BP Marine Limited
b) Joint venture of BP Global Reliance BP Mobility Limited
Investment Limited, a
subsidiary of Ultimate
Holding Company
c) Post employment benefit Castrol India Ltd. Employees’ Provident Fund
funds Castrol India Ltd. Staff Pension Fund
Castrol India Ltd. Employees’ Gratuity Fund
d) Key management personnel Sandeep Sangwan Managing Director
(where transaction exists) Rashmi Joshi Chief Financial Officer & Whole time Director (up to 31.12.2020)
Deepesh Baxi Chief Financial Officer & Whole time Director (w.e.f 01.01.2021)
Jayanta Chatterjee Whole Time Director - Supply Chain (up to 31.12.2020)
Mayank Pandey Whole time Director - Supply Chain (w.e.f 09.08.2021)
e) Non-executive Independent Rakesh Makhija R. Gopalakrishnan
Directors * Uday Khanna Sangeeta Talwar
f) Non-executive non- Sashi Mukundan A. S. Ramchander
Independent Directors * Udayan Sen (w.e.f 02.04.2020)
* Non-executive directors are disclosed as Key Management Personnel as per the requirement of Ind AS 24. However, they are not
Key Management Personnel as per Companies Act, 2013.
124
28. Related party disclosures as required under Ind AS - 24, ‘Related Party Disclosures’, are
given below: (Contd.)
B. Transactions with related parties
Nature of For the year ended For the year ended

Relationship December 31, 2021 December 31, 2020
Purchase of materials / traded goods
BP Europa SE @ Fellow subsidiary 28.73 12.73
BP Europa SE - BP Belgium (Branch) Fellow subsidiary 18.25 13.58
BP France Fellow subsidiary 8.42 1.22
BP Products North America Inc Fellow subsidiary 17.19 15.92
BP Lubricants USA Inc Fellow subsidiary 6.20 6.01
Others Fellow subsidiaries 5.14 3.04
Total 83.93 52.50
Sale of goods (net of returns) / Other
operating income
Reliance BP Mobility Limited Joint venture of BP Global 19.54 5.77
Investment Limited, a subsidiary
of Ultimate Holding Company
AsPac Lubricants (Malaysia) Sdn. Bhd. Fellow subsidiary - 1.20
BP - Castrol (Thailand) Limited Fellow subsidiary 0.44 0.97
Castrol BP Petco limited Fellow subsidiary 20.50 -
Total 41.78 9.61
Receiving of services
BP International Limited Fellow subsidiary 6.73 7.18
BP Europa SE Fellow subsidiary 1.83 6.10
Lubricants UK Limited Fellow subsidiary 0.18 1.65
BP Business Solutions India Private Limited Fellow subsidiary 5.50 -
Total 14.55 15.78
Payment of IT Support service
BP India Private Limited Fellow subsidiary 0.33 1.37
Total 0.33 1.37
Rendering of services (Including
reimbursement of expenses)
Castrol Limited, U.K Holding company 2.51 2.31
BP International Limited Fellow subsidiary 3.75 1.73
BP India Private Limited @ Fellow subsidiary 4.20 4.20
Lubricants UK Limited Fellow subsidiary - 0.31
BP Singapore Pte Limited Fellow subsidiary 0.76 2.07
Total 12.51 11.61
Contribution to funds
Castrol India Ltd. Employees’ Provident Fund Post employment benefit funds 8.41 7.66
Castrol India Ltd. Staff Pension Fund Post employment benefit funds 2.90 3.29
Castrol India Ltd. Employees’ Gratuity Fund Post employment benefit funds 4.21 3.95
15.52 14.90
125
B. Transactions with related parties (Contd.)
Disbursement from funds
57.40 29.06
Commission income
BP Marine Limited Fellow subsidiary 3.80 2.30
Total 3.80 2.30
Overridding Commission
Reliance BP Mobility Limited Joint venture of BP Global 4.18 1.50
Total 4.18 1.50
Dividend (On payment Basis)
Castrol Limited, U.K. Holding company 277.45 277.45
Total 277.45 277.45
Royalty expense
Total 104.61 79.27
Share value and share match payments *
BP PLC Ultimate Holding Company 19.39 6.08
Total 19.39 6.08
* Share value expenses to be borne by BP PLC
@
During the year, the Company has procured 2.52 million units of Biomas Graphene Face masks free of cost from BP Europe SE, and
1.26 million masks from the said procurement have been distributed free of cost to BP India Private Limited by the Company, based
on approval of the board of directors of the Company in its meeting held on June 18, 2021.
Remuneration to executive directors * ##
Sandeep Sangwan Key management personnel 2.82 3.72
Rashmi Joshi Key management personnel - 2.31
Mayank Pandey Key management personnel 0.50 -
Deepesh Baxi Key management personnel 1.73 -
Jayanta Chatterjee Key management personnel - 2.45
Total 5.05 8.48
Bifurcation of long term and short term
benefits
Short-term employee benefits 4.40 7.13
Post-employment gratuity and medical 0.23 0.39
benefits
Share-based payment transactions 0.42 0.96
Total compensation paid to executive 5.05 8.48
directors
126
B. Transactions with related parties (Contd.)
Commission and Director sitting fees to
non-executive Independent directors #
R Gopalakrishnan Key management personnel 0.28 0.29
S.M.Datta Key management personnel - -
Uday Khanna Key management personnel 0.24 0.24
Rakesh Makhija Key management personnel 0.26 0.25
Sangeeta Talwar Key management personnel 0.25 0.25
1.02 1.03
* The remuneration to executive directors includes share value plan and contribution of company towards share match.
## Exclusive of provision for liability in respect of leave earned and gratuity, since this is based on actuarial valuation done on an
overall basis for all employees, Performance bonus / incentive amount considered on payment basis.
Nature of As at As at
Balance as at year ended
Amounts payable
BP Europa SE Fellow subsidiary 15.03 11.21
BP products north america inc Fellow subsidiary - 15.94
Deepesh Baxi Key management personnel 0.39 -
Mayank Pandey Key management personnel 0.24 -
Sandeep Sangwan Key management personnel 1.11 -
R Gopalakrishnan # Key management personnel 0.20 0.20
Uday Khanna # Key management personnel 0.16 0.16
Rakesh Makhija # Key management personnel 0.16 0.16
Sangeeta Talwar # Key management personnel 0.16 0.16
Total 135.31 112.42
# Commission and sitting fees to non-executive Independent directors
Amounts receivable
Castrol BP Petco Limited Liability Company Fellow subsidiary 20.31 -
BP India Private Limited Fellow subsidiary 1.03 0.84
Reliance BP Mobility Limited Joint venture of BP Global 1.36
BP Marine Limited Fellow subsidiary 1.82 0.75
29.17 6.52
Share based payments - Other equity *
BP PLC Ultimate Holding Company 41.75 23.75
Total 41.75 23.75
* Payments are not made being deemed contribution.
127
29. Financial Risk Management
The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s
focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial
performance. The Company has constituted a Risk Management Committee, which is responsible for developing and
monitoring the Company’s risk management policies. The Company’s risk management policies are established to identify
and analyze the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review
the changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions
are also placed before the Audit Committee of the Company. The primary market risk to the Company is foreign exchange
risk. The Company uses forward contracts to mitigate foreign exchange related risk exposures. The Company’s exposure
to credit risk is influenced mainly by the individual characteristic of each customer.
A. Liquidity Risk
The company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from
operations. The company has no outstanding bank borrowings. The company believes that the working capital is
sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.
As of December 31, 2021 and December 31, 2020, the Company had a working capital of Rs. 1209.6 Crore and
Rs. 997.0 Crore respectively including cash and cash equivalents of Rs.184.23 Crore and Rs. 194.68 Crore respectively.
The table below provides details regarding the contractual maturities of significant financial liabilities as on reporting
date.
Particulars On demand Less than 1 year 1 to 5 years Total
As at December 31, 2021
Other financial liabilities (16.91) (285.72) - (302.63)
Trade and other payables - (620.65) - (620.65)
As at December 31, 2020
Other financial liabilities (15.36) (290.08) (6.22) (311.66)
Trade and other payables - (545.53) - (545.53)
B. Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises two types of risk: foreign currency risk and other price risk, such
as commodity risk. Financial instruments that are affected by market risk include deposits and foreign exchange
forward contracts. The sensitivity analysis in the following sections relate to the position as at 31 December 2021
and 31 December 2020. The analyses exclude the impact of movements in market variables on: the carrying values
of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities. This is
based on the financial assets and financial liabilities held at 31 December 2021 and 31 December 2020.
B1. Foreign Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of
changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates
primarily to the Company’s operating activities (primarily material costs are denominated in a foreign currency). The
Company manages its foreign currency risk by hedging certain material costs that are expected to occur within a
range of 1 to 3 month period for hedges of purchases of base oil and additives. When a derivative is entered into
for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the
hedged exposure. For hedges of highly probable transactions the derivatives cover the period of exposure from the
point of the commitment up to the point of settlement of the resulting payable that is denominated in the foreign
currency. At 31 December 2021 and 31 December 2020 the Company hedged more than 80% of its expected
foreign currency purchases for 1 to 3 months. Those hedged purchases were highly probable at the reporting date.
This foreign currency risk is hedged by using foreign currency forward contracts. Details are as given below.
128
29. Financial Risk Management (Contd.)
Hedged Foreign Currency exposure as at Balance Sheet Date
As at As at
No of buy contracts relating to firm commitments for imports 2 2
Foreign currency - USD 20,823,416 15,950,957
Rs. Crore 157.26 117.47
Unhedged Foreign Currency exposure as at Balance Sheet Date

The following table analyses the foreign currency risk from financial instruments

Foreign currency Rupees in Crore Foreign currency Rupees in Crore
Trade payables
USD 32,635,147 242.50 2,087,865 14.31
EURO 3,270,786 27.53 1,820,608 16.36
GBP 54,392 0.55 234,704 2.34
JPY 26,348 0.00 535,172 0.04
AUD 4,892 0.03 849 0.00
CHF - - 44,680 0.37
Trade receivables
USD 4,284,537 31.88 1,889,017 13.80
Loans and advances given
USD 5,868,939 43.61 435,193 3.18
EURO 212,494 1.79 5,400 0.05
GBP 3,856 0.04 - -
Sensitivity Analysis
The Company is mainly exposed to changes in USD and Euro. The sensitivity analyses demonstrate a reasonably
possible change in USD and Euro exchange rates, with all other variables held constant. 5% appreciation/depreciation
of USD and Euro with respect to functional currency of the Company will have impact of following (decrease)/
increase in profit (Rs. in Crore)
USD 8.35 (0.13)
Euro 1.29 0.82
Total 9.64 0.68
B2. Commodity Price risk

The Company exposure to market risk with respect to commodity prices primarily arises from the fact that we are
a purchaser of base oil. This is a commodity product whose prices can fluctuate sharply over short periods of time.
The prices of base oil generally fluctuate in line with commodity cycles. Material purchases forms the largest portion
of our operating expenses. The Company evaluates and manages commodity price risk exposure through operating
procedures and sourcing policies. The Company has not entered into any commodity derivative contracts. It may
also be noted that there are no direct derivatives available for base oil, but there are derivatives for crude oil.
129
29. Financial Risk Management (Contd.)
Sensitivity : 1% decrease in commodity rates would have led to approximately an additional 1.23 Crore (December
31, 2020 – 0.68 Crore) gain in the statement of profit and loss. 1% increase in commodity rates would have led to
an equal but opposite effect.
C. Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily
trade receivables), deposits with banks and foreign exchange transactions. The Company’s customer mainly consists
of it distributors and Original Equipment Manufacturers (OEMs). The Company has a credit policy, approved by the
Management that is designed to ensure that consistent processes are in place to measure and control credit risk.
The Company has trade relationships only with reputed third parties. The receivable balances are constantly
monitored, resulting in an insignificant exposure of the Company to the risk of non-collectible receivables. Credit
risk is managed through credit approvals, establishing credit limits, obtaining collaterals from the customers in the
form of deposits and/or bank guarantees and periodically monitoring the creditworthiness of customers to which
the Company grants credit terms in the normal course of business. The maximum credit exposure associated with
financial assets is equal to the carrying amount.
The Company historical experience of collecting receivables, supported by the level of default, is that credit risk is
low across territories and so trade receivables are considered to be a single class of financial assets.
An impairment analysis is performed at each reporting date on an individual basis for major clients. The maximum
exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in financial
statements. The expected credit loss is provided basis the above impairment analysis done.
In case of cash and cash equivalents, since the amount is in form of demand deposits with bank there is no credit
risk perceived. Hence no provision for expected credit loss has been made.
30. (A) Fair Value Measurement

The Carrying value and fair value of financial instruments by categories as of December 31, 2021, December 31,
2020 were as follows

Carrying value Fair Value Carrying value Fair Value
Assets
Loans 6.62 6.62 6.12 6.12
Other financial assets - - - -
Foreign exchange forward contracts - - 0.32 0.32
Total 6.62 6.62 6.44 6.44
Liabilities
Other financial liabilities - - 6.22 6.22
Foreign exchange forward contracts 1.83 1.83 - -
Total 1.83 1.83 6.22 6.22
The management assessed that cash and cash equivalents, loans, other balances with banks, trade receivables,
trade payables and other current liabilities/assets approximate their carrying amounts largely due to the short-term
maturities of these instruments.
(B) Fair Value Hierarchy

The Company does not have any financial instrument other than derivatives which are measured at fair value
through Profit & loss.
The fair value of such derivatives is categorised as level 2 based on the valuation technique used to arrive at the fair
value.
130
31. Equity Settled Share-based payments
a) Share Match Plan
During the year ended 31st December, 2021 : 82,322 shares (31st December, 2020 : 99,388 shares) were purchased
by employees at weighted average fair value of GBP 3.13 per share (31st December, 2020 : GBP. 3.30 per share). The
Company contribution during the year on such purchase of shares amounting to Rs. 1.38 crores (31st December,
2020 : Rs 1.40 crores) has been charged under employee benefit expense under Note 27.
b) Share Value Plan
The expense recognised for employee services received during the year is shown in the following table:
Particulars December 31, 2021 December 31, 2020

Total expense recognised for equity settled share-based payment 18.00 4.68
transaction
All share-based payments transactions relate to employee compensation.
Fair values and associated details for restricted share units granted are as follows :
Particulars December 31, 2021 December 31, 2020

Share Value Plan
Number of units granted 212,765 193,920
Weighted average fair value $4.63 $3.51
Restricted Share unit
Number of units granted 1,260,000 -
Weighted average fair value $4.63 -
Options
Number of units granted 1,350,000 -
Weighted average fair value $0.82 -
The BP group operates a number of equity-settled employee share plans under which share units are granted to
the group’s senior leaders and certain other employees. These plans typically have a three-year performance or
restricted period during which the units accrue net notional dividends which are treated as having been reinvested.
Leaving employment will normally preclude the conversion of units into shares, but special arrangements apply
for participants that leave for qualifying reasons. The number of shares that are expected to vest each year under
employee share plans are shown in the table below.
Share Plan December 31, 2021 December 31, 2020

Vesting Number of shares Number of shares
Within one year 78,739 90,357
1 to 2 years 158,760 92,922
2 to 3 years 217,130 193,220
3 to 4 years 2,610,000 -
Total 3,064,629 376,499
131
32. Capital Management
For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity
reserves attributable to the equity holders. The primary objective of the Company capital management is to maximize the
shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants. The Company monitors capital using a gearing ratio and is measured by net debt
divided by total capital plus net debt. The Company includes within net debt trade and other payables, less cash and cash
equivalents. The Company did not have any borrowings at any time during the year.
Trade payables 620.65 545.53
Other payables 437.86 433.74
Less: cash and cash equivalents 184.23 194.68
Net debt 874.28 784.59
Total equity 1,645.51 1,414.23
Capital and net debt 2,519.79 2,198.82
Gearing ratio 35% 36%
33. Estimation uncertainties relating to the global health pandemic from COVID-19 (COVID-19): The Company has considered
the possible effects that may result from the pandemic relating to COVID-19 in the preparation of the financial statements
including the recoverability of carrying amounts of financial and non-financial assets. In developing the assumptions
relating to the possible future uncertainties in the global economic conditions because of the pandemic, the Company has,
at the date of approval of the financial statements, used internal and external sources of information and expects that the
carrying amount of these assets will be recovered. The impact of COVID-19 on the financial statements may be different
from that estimated as at the date of approval of these financial statements.’
34. The Parliament of India has approved the Code on Social Security, 2020 (the Code) which may impact the contributions by
the Company towards provident fund, gratuity and ESIC. The Code has been published in the Gazette of India however,
the effective date has not yet been notified. The Company will assess the impact of the Code when it comes into effect
and will record any related impact in the period the Code becomes effective, if any.
For and on behalf of Board of Directors Executive Directors

DIN: 00027858 DIN: 08617717
Hemangi Ghag Company Secretary Deepesh Baxi Chief Financial Officer & Whole time Director
FCS No: 9329 DIN: 02509800
Place: Mumbai
132
Castrol India Limited Annual Report 2021 – Notice
NOTICE
CASTROL INDIA LIMITED
CIN: L23200MH1979PLC021359
Registered Office: 1st Floor, Technopolis Knowledge Park, Mahakali Caves Road,
Website: https://www.castrol.com/en_in/india/home.html
Email ID: investorrelations.india@castrol.com
Tel: +91 22 66984100 • Fax: +91 22 66984101
NOTICE is hereby given that the Forty Fourth (44th) Annual General Meeting of the Members of Castrol India Limited will be held
on Wednesday, 8 June 2022 at 10 A.M. Indian Standard Time (“IST”) through Video Conferencing facility/ Other Audio-Visual
Means (“VC/OAVM”) to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended 31 December
2021 and the reports of the Board of Directors and the Statutory Auditors thereon.
2. To declare a final dividend on equity shares for the financial year ended 31 December 2021.
3. To appoint a Director in place of Mr. Sashi Mukundan (DIN 02519725), who retires by rotation and being eligible, offers
himself for re-appointment.
4. To appoint a Director in place of Mr. Deepesh Baxi (DIN 02509800), who retires by rotation and being eligible, offers
himself for re-appointment.
5. To re-appoint Statutory Auditors and fix their remuneration and if thought fit, to pass, the following resolution as an
Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Rules made
thereunder, as amended from time to time, Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number
117366W-100018) and holding valid Peer review certificate issued by the Institute of Chartered Accountants of India,
be and are hereby re-appointed as Statutory Auditors of the Company, to hold office for a term of five consecutive years
from the conclusion of this Forty-Fourth Annual General Meeting (“AGM”) until the conclusion of Forty-Ninth AGM of
the Company, on such remuneration as recommended by the Audit Committee and as may be mutually agreed between
the Board of Directors of the Company and the Statutory Auditors from time to time.
RESOLVED FURTHER THAT the Board of Directors of the Company (including a Committee thereof), be and is hereby
authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give
effect to this Resolution.”
SPECIAL BUSINESS:
6. To ratify the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Accountants, for the financial year ending
31 December 2022 and if thought fit, to pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act,
2013 and the Rules framed thereunder, as amended from time to time, the Members of the Company do hereby ratify the
remuneration of INR 3,85,000/- (Rupees Three Lakhs Eighty-Five Thousand only) plus applicable tax and reimbursement
of related business expenses, at actuals, to M/s. Kishore Bhatia & Associates, Cost Accountants (Registration No. 00294),
who were appointed by the Board of Directors of the Company, as Cost Auditors, to conduct audit of the cost records
maintained by the Company, for the financial year ending 31 December 2022.”
7. To consider the appointment of Mr. Mayank Pandey (DIN 09274832) as Director of the Company and if thought fit, to
pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT Mr. Mayank Pandey (DIN 09274832), who was appointed as an Additional Director of the Company
with effect from 09 August 2021 by the Board of Directors pursuant to Section 161(1) of the Companies Act, 2013 (“the
Act”) and Article 128 of the Article of Association of the Company and in respect of whom the Company has received
a notice in writing under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby
appointed as Director of the Company.”
133
8. To consider the appointment of Mr. Mayank Pandey (DIN 09274832) as a Wholetime Director of the Company for a period
of five years effective 9 August 2021 and if thought fit, to pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and any other applicable provision(s) of the
Companies Act, 2013 (“the Act”) and the Rules made thereunder (including any statutory modification(s) or re-enactment
thereof for the time being in force), read with Schedule V to the Act, the consent of the Company, be and is hereby
accorded to the appointment of Mr. Mayank Pandey (DIN 09274832) as a Wholetime Director of the Company, for a
period of five years effective 9 August 2021, on the terms and conditions of appointment and remuneration as set out
in the explanatory statement annexed to the Notice with liberty and power to the Board of Directors (hereinafter referred
to as the “Board” which expression shall also include the ‘Nomination and Remuneration Committee’ of the Board), in
the exercise of its discretion, to grant increments and to alter and vary from time to time the terms and conditions of the
said appointment, subject to the same not exceeding the limits specified under Schedule V to the Act or any statutory
modification(s) or re-enactment thereof.”
9. To consider the appointment of Mr. Saugata Basuray (DIN: 09522239) as Director of the Company and if thought fit, to
pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT Mr. Saugata Basuray (DIN: 09522239), who was appointed as an Additional Director of the Company
with effect from 1 April 2022 by the Board of Directors pursuant to Section 161(1) of the Companies Act, 2013 (“the
Act”) and Article 128 of the Article of Association of the Company and in respect of whom the Company has received
a notice in writing under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby
appointed as Director of the Company.”
10. To consider the appointment of Mr. Saugata Basuray (DIN: 09522239) as a Wholetime Director of the Company for a
period of five years effective 1 April 2022 and if thought fit, to pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and any other applicable provision(s) of the
Companies Act, 2013 (“the Act”) and the Rules made thereunder (including any statutory modification(s) or re-enactment
thereof for the time being in force), read with Schedule V to the Act, the consent of the Company, be and is hereby
accorded to the appointment of Mr. Saugata Basuray (DIN: 09522239) as a Wholetime Director of the Company, for a
period of five years effective 1 April 2022, on the terms and conditions of appointment and remuneration as set out in
the explanatory statement annexed to the Notice with liberty and power to the Board of Directors (hereinafter referred
to as the “Board” which expression shall also include the ‘Nomination and Remuneration Committee’ of the Board), in
the exercise of its discretion, to grant increments and to alter and vary from time to time the terms and conditions of the
said appointment, subject to the same not exceeding the limits specified under Schedule V to the Act or any statutory
modification(s) or re-enactment thereof.”
Hemangi Ghag
Company Secretary & Compliance Officer
Membership no.: FCS 9329
Place: Mumbai
Date: 2 May 2022
Registered Office:
134
NOTES:
1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs, Government of India (“MCA”) has vide its
circular dated 8 December 2021 and 14 December 2021 read with circulars dated 13 January 2021, 5 May 2020, 13 April
2020 and 8 April 2020 (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting
(“AGM” or “Meeting”) through Video Conferencing facility/ Other Audio Visual Means (“VC/OAVM”), on or before
30 June 2022, without the physical presence of the Members at a common venue. In compliance with the provisions
of the Companies Act, 2013 (“the Act”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”) and MCA Circulars, the 44th AGM of the Company is being held through VC/OAVM.
2. The Company has availed the services of Central Depository Services (India) Limited (“CDSL”) for conducting the AGM
through VC/OAVM and enabling participation of members at the meeting thereto and for providing services of remote
e-voting and e-voting during the AGM.
3. An Explanatory Statement pursuant to Section 102 of the Act, relating to special business to be transacted at the AGM,
is annexed hereto.
4. Details of the Directors proposed to be appointed / re-appointed as required in terms of Regulation 36(3) of the SEBI
Listing Regulations and Secretarial Standards on General Meetings (“Secretarial Standards – 2”) issued by The Institute of
Company Secretaries of India, are provided at the end, and form an integral part of this Notice.
5. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to
attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held
pursuant to the MCA Circulars on AGM through VC/OAVM, physical attendance of Members has been dispensed with.
Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the proxy
form, attendance slip and route map are not annexed to this Notice.
6. The meeting shall be deemed to be held at the Registered office of the Company at Technopolis Knowledge Park,
Mahakali Caves Road, Andheri (E), Mumbai – 400 093.
7. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act,
the Register of Contracts or Arrangements in which Directors are interested under Section 189 of the Act, agreements
entered with Wholetime Directors and any other documents referred to in the accompanying Notice and Explanatory
Statements, shall be made available for inspection in accordance with the applicable statutory requirements based on the
requests received by the Company at investorrelations.india@castrol.com.
8. Pursuant to Sections 101 and 136 of the Act read with the relevant Rules made thereunder and Regulation 36 of the SEBI
Listing Regulations, companies can send Annual Reports and other communications through electronic mode to those
Members who have registered their e-mail addresses either with the Company or with the Depository Participant(s). For
Members who have not registered their email address, physical copies of the Annual Report for the financial year 2021
are being sent in the permitted mode.
9. The Notice and Annual Report will also be available on the Company’s website https://www.castrol.com/en_in/india/home/
investors/general-meeting.html, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India
Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of CDSL i.e. www.evotingindia.
com.
10. The recorded transcript of the AGM will be hosted on the website of the Company.
11. Members, whose email address is not registered with the Company /RTA or with their respective Depository Participant(s)
are requested to register their e-mail address in the following manner:
• Members holding shares in physical form can register their e-mail id with the RTA by clicking the link
https://linkintime.co.in/emailreg/email_register.html. In case of any query, a member may send an e-mail to RTA at
rnt.helpdesk@linkintime.co.in.
• Members holding shares in demat mode may update the email address through their respective Depository
Participant(s).
12. In terms of the SEBI Listing Regulations, securities of listed companies can now only be transferred in dematerialized form,
so the Members are advised to dematerialize shares held by them in physical form.
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13. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change
in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s)
dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and
holdings should be verified from time to time.
14. The Securities and Exchange Board of India (“SEBI”) has recently mandated furnishing of PAN, KYC details (i.e., Postal
Address with Pin Code, email address, mobile number, bank account details) and nomination details by holders of
securities. Effective from 1 January 2022, any service requests or complaints received from the member, will not be
processed by RTA till the aforesaid details/ documents are provided to RTA. On or after 1 April 2023, in case any of the
above cited documents/ details are not available in the Folio(s), RTA shall be constrained to freeze such Folio(s). Relevant
details and forms prescribed by SEBI in this regard are available on the website of the Company at https://www.castrol.
com/en_in/india/home/investors/information-for-shareholders.html.
15. Final dividend on equity shares, if declared at the meeting, will be credited / dispatched on or before 7 July 2022 to those
Members whose names shall appear on the Company’s register of members as on book closure date.
16. The register of members and share transfer books will remain closed from Saturday, 4 June 2022 to Wednesday, 8 June
2022 (both days inclusive) for determining names of members eligible for final dividend on equity shares, if declared at
the meeting.
17. Members holding shares in electronic form are requested to intimate immediately, any change in their address or bank
mandates to their depository participant(s) with whom they are maintaining their demat accounts. Members holding
shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company
or its registrar and share transfer agent, Link Intime India Private Limited.
18. In the event the Company is unable to pay the dividend to any Member directly in their bank accounts through Electronic
Clearing Service or any other means, due to non-registration of the Electronic Bank Mandate, the Company shall dispatch
the dividend warrant/ Bankers’ cheque/ demand draft to such Member, as soon as possible.
19. In terms of Section 124 of the Act, the amount of dividend remaining unpaid or unclaimed for a period of seven years from
the date of transfer to the unpaid dividend account is required to be transferred to the Investor Education and Protection
Fund (“IEPF”). The due dates for transfer of unclaimed dividend and unclaimed shares to IEPF are provided in the report on
Corporate Governance. Members are requested to ensure that they claim the dividends and shares referred above, before
they are transferred to the said Fund.
20. The Company has uploaded information of unclaimed dividends as on date of the 43rd Annual General Meeting held
on 30 April 2021, on the websites of the IEPF viz. www.iepf.gov.in and of the Company https://www.castrol.com/en_in/
india/home/investors/statement-of-unclaimed-dividend-and-shares.html. Further, the Company has also uploaded on its
website, details of unclaimed interim dividend for the financial year ended 31 December 2021.
21. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online
application to the IEPF Authority in web Form No. IEPF-5. The said form is available on MCA’s website www.mca.gov.in.
Instructions for remote e-voting:
22. Any person, whose name is recorded in the Register of Members or in the Register of beneficial owners (in case of
electronic shareholding) maintained by the depositories as on the cut-off date, i.e. Wednesday, 1 June 2022 only shall
be entitled to avail the facility of remote e-voting.
23. The remote e-voting period commences on Saturday, 4 June 2022 at 9.00 am IST and ends on Tuesday, 7 June 2022 at
5.00 pm IST. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution
is cast by the member, the member shall not be allowed to change it subsequently.
24. The voting right of members shall be in proportion to their share in the paid-up equity share capital of the Company as on
the cut-off date.
25. Pursuant to the provisions of Section 108 of the read with Rule 20 of the Companies (Management and Administration)
Rules, 2014 and Regulation 44 of the SEBI Listing Regulations (as amended), and MCA Circulars, the Company is providing
facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the
Company has entered into an agreement with CDSL for facilitating voting through electronic means, as the authorized
e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the
date of the AGM will be provided by CDSL.
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26. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09 December 2020, under Regulation 44 of
the SEBI Listing Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in
respect of all shareholders’ resolutions.
Currently, there are multiple e-voting service providers (“ESPs”) providing e-voting facility to listed entities in India. This
necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable
e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/
websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without
having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and
convenience of participating in e-voting process.
27. The procedure for remote e-voting is as under:
A. The detailed process and manner for remote e-voting for Individual shareholders holding securities in
Demat mode are explained herein below:
Individual Shareholders 1) Users who have opted for CDSL Easi / Easiest facility, can login through their
holding securities in existing user id and password. Option will be made available to reach e-Voting
Demat mode with page without any further authentication. The URL for users to login to Easi /
CDSL Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.
com and click on Login icon and select New System Myeasi.
2) After successful login the Easi / Easiest user will be able to see the e-voting option
for eligible companies where the e-voting is in progress as per the information
provided by company. On clicking the e-voting option, the user will be able to see
e-voting page of the e-voting service provider for casting their vote during the
remote e-voting period or joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the system of all e-voting
Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit
the e-voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-voting page by providing Demat
Account Number and PAN No. from an e-Voting link available on www.cdslindia.
com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin
the system will authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account. After successful authentication, user
will be able to see the e-voting option where the e-voting is in progress and also
able to directly access the system of all e-voting Service Providers.
Individual Shareholders 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services
holding securities in website of NSDL. Open web browser by typing the following URL: https://
demat mode with eservices.nsdl.com either on a Personal Computer or on a mobile. Once the
NSDL home page of e-Services is launched, click on the “Beneficial Owner” icon under
“Login” which is available under ‘IDeAS’ section. A new screen will open. You
will have to enter your User ID and Password. After successful authentication,
you will be able to see e-voting services. Click on “Access to e-Voting” under
e-voting services and you will be able to see e-voting page. Click on company
name or e-voting service provider name and you will be re-directed to e-voting
service provider website for casting your vote during the remote e-voting period
or joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS“ portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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3) Visit the e-voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a
mobile. Once the home page of e-voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’ section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen digit demat
account number held with NSDL), Password/OTP and a Verification Code as
shown on the screen. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-voting page. Click on company
name or e-voting service provider name and you will be redirected to e-voting
service provider website for casting your vote during the remote e-voting period
or joining virtual meeting and voting during the meeting
Individual Shareholders You can also login using the login credentials of your demat account through your
(holding securities Depository Participant registered with NSDL/CDSL for e-voting facility. After Successful
in demat mode) login, you will be able to see e-voting option. Once you click on e-Voting option,
login through you will be redirected to NSDL/CDSL Depository site after successful authentication,
their Depository wherein you can see e-voting feature. Click on company name or e-voting service
Participants provider name and you will be redirected to e-voting service provider website for
casting your vote during the remote e-voting period or joining virtual meeting and
voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and
Forget Password option available at above mentioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related
to login through Depository i.e. CDSL and NSDL:
Login type Helpdesk details

Individual Shareholders Members facing any technical issue in login can contact CDSL helpdesk by sending
holding securities in Demat a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and
mode with CDSL 22-23058542-43.
Individual Shareholders Members facing any technical issue in login can contact NSDL helpdesk by
holding securities in Demat sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990
mode with NSDL and 1800 22 44 30
B. Login method for e-voting and joining virtual meeting for physical shareholders and shareholders other
than individual holding in demat form:
i. Shareholders should log on to the e-voting website www.evotingindia.com.
ii. Click on “Shareholders” module.
iii. Enter your User ID
a. For CDSL: 16 digits beneficiary ID
b. For NSDL: 8 Character DP ID followed by 8 Digits ClientID
c. Shareholders holding shares in physical form should enter Folio Number registered with the Company.
iv. Next enter the Image Verification as displayed and click on “Login”.
v. If you are holding shares in dematerialised form and had logged on to www.evotingindia.com and voted on
an earlier e-voting of any company, then your existing password is to be used.
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vi. If you are a first time users follow the steps given below:
For Shareholders holding shares in Dematerialised Form or Physical Form

PAN Enter your 10 digital alpha-numeric *PAN issued by the Income Tax Department
Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded
Details OR in your demat account or in the company records in order to login.
Date of Birth
If both the details are not recorded with the depository or Company please enter the
(“DOB”)
member id/folio number in the Dividend Bank details field.
vii. After entering these details appropriately, click on “SUBMIT” tab.
viii. Shareholders holding shares in physical form will then directly reach the Company selection screen. However,
shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are
required to mandatorily enter their login password in the new password field. Kindly note that this password
is to be also used by the demat holders for voting for resolutions of any other company on which they are
eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended
not to share your password with any other person and take utmost care to keep your password confidential.
ix. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions
contained in this Notice.
x. Click on the EVSN for CASTROL INDIA LIMITED.
xi. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO”
for voting. Select the option YES or NO as desired. The option YES implies that you assent to a resolution and
option NO implies that you dissent from a Resolution.
xii. Click on the “RESOLUTIONS FILE LINK” if they wish to view the entire Resolution details.
xiii. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be
displayed. If they wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and
accordingly modify your vote.
xiv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
xv. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
xvi. If a demat account holder has forgotten the login password then enter the User ID and the image verification
code and click on “Forgot Password” and enter the details as prompted by the system.
28. Process for those shareholders whose email addresses are not registered with the depositories for obtaining
login credentials for remote e-voting for the resolutions proposed in this Notice
i. For shareholders holding shares in physical form - please provide necessary details like Folio No., Name of shareholder,
scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-
attested scanned copy of Aadhar Card) by email to Company/RTA’s email ID at investorrelations.india@castrol.com
or rnt.helpdesk@linkintime.co.in respectively.
ii. For shareholders holding shares in dematerialised form - please update your e-mail id and mobile no. with your
respective Depository Participant (DP).
iii. For individual shareholders holding shares in dematerialised form - please update your e-mail id and mobile no. with
your respective Depository Participant (DP) which is mandatory while e-voting and joining virtual meetings through
Depository.
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Instructions for Members attending the AGM through VC/OAVM:

29. The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructions mentioned in
point no. 27 for e-voting.
30. A person who is not a member as on the cut-off date should treat this Notice of the AGM for information purpose only.
31. As per the provisions of the circulars, Members attending the AGM through VC / OAVM shall be counted for the purpose
of reckoning the quorum under Section 103 of the Act.
32. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the
commencement of the Meeting by following the procedure mentioned in the Notice.
33. The facility of participation at the AGM through VC/OAVM will be made available on first come first served basis. This
will not apply to large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors,
Directors, Key Managerial Personnel, Auditors etc. who are allowed to attend the AGM without any restriction on account
of first come first served basis.
34. Shareholders will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system.
Shareholders may access the same at https://www.evotingindia.com under shareholders/members login by using the
remote e- voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of
Company will be displayed.
35. Shareholders are encouraged to join the Meeting through Laptops / iPads for better experience.
36. Further shareholders will be required to switch on the video facility and use Internet connection with a good speed to
avoid any disturbance during the Meeting.
37. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot
may experience Audio/Video loss due to fluctuations in their respective networks. It is therefore recommended to use
stable Wi-Fi or LAN connection to minimize / mitigate any kind of aforesaid glitches.
38. Members are requested to send their questions in advance prior to Tuesday, 31 May 2022 mentioning their name, demat
account number/folio number, email ID, mobile number at investorrelations.india@castrol.com. Such questions by the
members shall be taken up during the meeting and replied by the Company suitably.
39. Members who would like to express their views/ask questions during the Meeting may register themselves as a speaker
by sending their request in advance prior to Tuesday, 31 May 2022 mentioning their name, demat account number/folio
number, email ID, mobile number at investorrelations.india@castrol.com.
40. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions
during the Meeting.
41. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, to ensure the
smooth conduct of the AGM, depending on the availability of time.
42. Members who need assistance before or during the AGM, or have any queries or issues regarding e-voting, you can write
an email to helpdesk.evoting@cdslindia.com or call 022- 23058738 and 022-23058542/43.
43. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr.
Manager, CDSL, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East),
Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call 022-23058542/43.
Instructions for Shareholders For e-Voting during the meeting
44. Procedure for e-Voting on the day of the AGM is same as the remote e-voting as mentioned above.
45. Shareholders who have voted through remote e-Voting facility will be eligible to attend the AGM. However, they will not
be eligible to vote at the AGM.
46. In case of joint holder attending the Meeting, only such joint holder who is higher in the order of names will be entitled
to vote.
47. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not cast their votes on the
Resolutions through remote e-Voting and are not otherwise barred from doing so, shall be eligible to vote through
e-Voting system available during the AGM.
48. If any votes are cast by shareholders through the e-voting available during the AGM and if the same shareholders have
not participated in the Meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered
invalid as the facility of e-voting during the Meeting is available only to the shareholders attending the Meeting.
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Instructions for Non–Individual Shareholders and Custodians

49. Institutional Members are encouraged to attend and vote at the AGM through VC / OAVM.
50. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.
evotingindia.com and register themselves in the “Corporates” module.
51. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@
cdslindia.com.
52. After receiving the login details a “Compliance User” should be created using the admin login and password. The
Compliance User would be able to link the account(s) for which they wish to vote on.
53. The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the
accounts they would be able to cast their vote.
54. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian,
if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
55. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance
User would be able to link the account(s) for which they wish to vote on.
56. The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the
accounts they would be able to cast their vote.
57. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian,
if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
58. Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc., to the
Scrutinizer and to the Company at the email address viz castrolagm2021@sarafandassociates.com and investorrelations.
india@castrol.com respectively if they have voted from individual tab & not uploaded same in the CDSL e-voting system
for the scrutinizer to verify the same.
Other Instructions
59. Mr. K. G. Saraf, Proprietor of Saraf and Associates, Company Secretaries (CP No. 642) has been appointed as the Scrutinizer
to scrutinize the remote e-voting and e-voting during the meeting in a fair and transparent manner.
60. The Scrutinizer shall, immediately after the conclusion of e-voting at the AGM, first download the votes cast at the AGM
and thereafter unblock the votes cast through remote e-voting and shall make a consolidated scrutinizer’s report of the
total votes cast in favour or against, invalid votes, if any, and whether the resolutions have been carried or not, and such
report shall then be sent to the Chairman or a person authorized by him, within 2 (two) days from the conclusion of the
AGM, who shall then countersign and declare the result of the voting forthwith.
61. The results declared along with the report of the Scrutinizer shall be placed on the website of the Company at
https://www.castrol.com/en_in/india/home/investors/general-meeting.html and on the website of CDSL at www.evoting.
india.com immediately after the declaration of results by the Chairman or a person authorized by him. The results shall also
be immediately forwarded to the BSE Limited and National Stock Exchange of India Limited, Mumbai.
62. Subject to the receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the
Meeting i.e. Wednesday, 8 June 2022.
Hemangi Ghag
Place: Mumbai
Date: 2 May 2022
Registered Office:
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 5 – To re-appoint Statutory Auditors and fix their remuneration.
Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number 117366W-100018), were appointed as the
Statutory Auditors of the Company by the Members at the 39th Annual General Meeting of the Company held on 31 May 2017
for a period of 5 consecutive years until the conclusion of 44th Annual General Meeting.
Considering the industry experience, quality of audit, independence, technical skills of Deloitte Haskins & Sells LLP and based on
the recommendation of Audit Committee, the Board of Directors approved their appointment as Statutory Auditors for another
term of 5 consecutive years from the conclusion of 44th Annual General Meeting until the conclusion of the 49th Annual General
Meeting, subject to approval of the Members, on such remuneration as recommended by the Audit Committee and as may be
mutually agreed between the Board of Directors and the Statutory Auditors from time to time.
The Statutory Auditors have confirmed their eligibility, submitted the certificate in writing that they are not disqualified to hold
the office of the statutory auditor and given their consent for the aforesaid appointment. Further, Deloitte Haskins & Sells LLP
confirmed that they hold a valid peer review certificate issued by the Institute of Chartered Accountants of India.
None of the Directors or the Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or
otherwise, in the proposed resolution.
The Board recommends passing of the resolution as set out under Item No. 5 as an ordinary resolution for approval by the
Members.
Item No. 6 – To consider and ratify the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Accountants
for the financial year ending 31 December 2022.
The Board of Directors, based on the recommendation of the Audit Committee, approved at its meeting held on 7 February
2022, the appointment of M/s. Kishore Bhatia & Associates, Cost Accountants, (Registration No. 00294), as the Cost Auditors of
the Company to conduct the audit of the cost records of the Company, at a remuneration of INR 3,85,000 (Rupees Three Lakhs
Eighty Five Thousand Only) plus taxes and out-of-pocket expenses at actuals.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly,
consent of the Members is sought for passing an ordinary resolution as set out at Item No. 6 of the Notice, for ratification of
remuneration payable to the Cost Auditors for the financial year ending 31 December 2022.
None of the Directors or the Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or
otherwise, in the proposed resolution.
The Board recommends passing of the resolution as set out under Item No. 6 as an ordinary resolution for approval by the
Members.
Item Nos. 7 & 8 –
- To consider the appointment of Mr. Mayank Pandey (DIN: 09274832) as a Director of the Company; and
- To consider the appointment of Mr. Mayank Pandey (DIN: 09274832) as Wholetime Director of the Company
for the period of (5) five years effective from 9 August 2021.
The Board of Directors of the Company, at its meeting held on 2 August 2021, based on the recommendation of the Nomination
and Remuneration Committee and taking into consideration several relevant factors appointed Mr. Mayank Pandey as a
Wholetime Director, for a period of 5 (five) years, with effect from 9 August 2021 upto 8 August 2026 and approved the terms
and conditions of his appointment, including payment of remuneration, subject to the approval of Members of the Company.
Mr. Mayank Pandey being non-resident at the time of his appointment, approval of the Central Government for his appointment
has been sought by the Company.
Mr. Mayank Pandey is not disqualified in terms of Section 164 of the Act and has given his consent to act as the Wholetime
Director of the Company. Mr. Mayank Pandey satisfies all the conditions as set out in Section 196(3) of the Act.
Brief profile and details under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
read together with Secretarial Standards – 2 are provided at the end of the notice.
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The material terms of appointment and remuneration as given below:
Reward Element Amount (in INR)

Basic Salary In the scale of 7,074,000 to 11,392,500
Flexible Compensation Pay In the scale of 7,074,000 to 11,392,500
Annual Cash Bonus As per the Company’s policy and subject to approvals from
Nomination and Remuneration Committee and the Board
Equity As per the Company’s policy
Retirals (Provident Fund, Superannuation and Gratuity) As per the Company’s policy
Other perquisites and benefits (such as top up for housing, As per the Company’s policy
medical reimbursement, leave and leave travel concession,
club fees, company car, personal accident and life insurance)
Gross monthly remuneration In the scale of 2,410,950 to 3,742,488
The Board of Directors shall fix the annual remuneration within the above scale based on the recommendation of the Nomination
and Remuneration Committee.
Minimum Remuneration: Notwithstanding anything contained above, wherein any financial year during his tenure as
Wholetime Director, the Company has no profits or its profits are inadequate, the remuneration payable to Mr. Mayank Pandey
shall be subject to Section 197 of the Act, and provisions of Section II of Part II of Schedule V to the Act, or any other law or
enactment for the time being in force.
This explanatory statement together with the accompanying resolution may also be regarded as an abstract of the terms and
conditions of the appointment of Mr. Mayank Pandey under Section 190 of the Companies Act, 2013. The agreement entered
with Mr. Mayank Pandey shall be available for inspection by the Members.
None of the Directors, Key Managerial Personnel of the Company other than Mr. Mayank Pandey are concerned or interested,
financially or otherwise in the resolution set out at Item Nos. 7 & 8.
The Board recommends the ordinary resolution as set out at Items Nos. 7 & 8 of the Notice for approval by the Members.
Item Nos. 9 & 10 –
- To consider the appointment of Mr. Saugata Basuray (DIN: 09522239) as a Director of the Company; and
- To consider the appointment of Mr. Saugata Basuray (DIN: 09522239) as a Wholetime Director of the Company
for the period of (5) five years effective from 1 April 2022.
The Board of Directors of the Company, at its meeting held on 7 February 2022, based on the recommendation of the
Nomination and Remuneration Committee and taking into consideration several relevant factors appointed Mr. Saugata Basuray
as a Wholetime Director, for a period of 5 (five) years, with effect from 1 April 2022 upto 31 March 2027 and approved the terms
and conditions of his appointment, including payment of remuneration, subject to the approval of Members of the Company.
Mr. Saugata Basuray is not disqualified in terms of Section 164 of the Act and has given his consent to act as the Wholetime
Director of the Company. Mr. Saugata Basuray satisfies all the conditions as set out in Section 196(3) of the Act.
Brief profile, details under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read
together with Secretarial Standards – 2 are provided in the end of the notice.
The material terms of appointment and remuneration as given below:
Reward Element Amount (in INR)

Basic Salary In the scale of 7,045,500 to 11,347,000
Flexible Compensation Pay In the scale of 7,045,500 to 11,347,000
Annual Cash Bonus As per the Company’s policy and subject to approvals from
Nomination and Remuneration Committee and the Board
Equity As per the Company’s policy
Retirals (Provident Fund, Superannuation and Gratuity) As per the Company’s policy
Other perquisites and benefits (such as top up for housing, As per the Company’s policy
medical reimbursement, leave and leave travel concession,
club fees, company car, personal accident and life insurance)
Gross monthly remuneration In the scale of 2,402,163 to 3,728,458
143
The Board of Directors shall fix the annual remuneration within the above scale based on the recommendation of the Nomination
and Remuneration Committee.
Minimum Remuneration: Notwithstanding anything contained above, wherein any financial year during his tenure as
Wholetime Director, the Company has no profits or its profits are inadequate, the remuneration payable to Mr. Saugata Basuray
shall be subject to Section 197 of the Act, and provisions of Section II of Part II of Schedule V to the Act, or any other law or
enactment for the time being in force.
This explanatory statement together with the accompanying resolution may also be regarded as an abstract of the terms and
conditions of the appointment of Mr. Saugata Basuray under Section 190 of the Companies Act, 2013. The agreement entered
with Mr. Saugata Basuray shall be available for inspection.
None of the Directors, Key Managerial Personnel of the Company other than Mr. Saugata Basuray are concerned or interested,
financially or otherwise in the resolution set out at Item Nos. 9 & 10.
The Board recommends the ordinary resolution as set out at Item Nos. 9 & 10 of the Notice for approval by the members.
Hemangi Ghag
Place: Mumbai
Date: 2 May 2022
Registered Office:
144
DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT AT THE 44TH ANNUAL GENERAL MEETING (PURSUANT TO
REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND
SECRETARIAL STANDARDS – 2):
Name of Mr. Sashi Mukundan Mr. Deepesh Baxi Mr. Mayank Pandey Mr. Saugata Basuray
Director
Brief Profile Mr. Sashi Mukundan is the Mr. Deepesh Baxi is a finance Mr. Mayank Pandey has Mr. Saugata Basuray is
President, bp India and Senior professional with 25+ years of over 20 years of industry the Vice President, B2C
Vice President, bp group. He industry experience, of which experience, of which he Sales for Castrol India and
leads the gas and low carbon he has spent 18 years at bp Plc. has spent the last 14 brings with him 23+ years
energy business in India, Mr. Baxi is currently the Chief years at bp, having joined of rich experience in sales,
in addition to overseeing Financial Officer & Wholetime Castrol in September 2007. marketing, and business
the wider operations of Director of Castrol India Limited Mr. Pandey heads Supply development roles in India
all bp group companies in (CIL). He and his team work Chain operations for and global markets.
the country. He is a senior closely with the Castrol India India and is responsible
Mr. Basuray joined Castrol
member of the bp leadership business to develop and deliver for developing and
as a Management Trainee
team and is on the boards long term strategy and maintain implementing a robust
in 1999. Over the next
of India Gas Solutions Ltd., a robust accounting, control Supply Chain strategy to
decade, he worked across
Reliance BP Mobility Limited, & compliance environment. enable business growth for
diverse sales and category
Castrol India Limited and BP Mr. Baxi is also responsible for Castrol India and operate a
marketing roles at Castrol
Exploration (Alpha) Ltd. He strengthening relationships with safe, reliable, and efficient
India. He served as an
was closely involved in forging CIL’s investors, analysts, and supply chain.
Executive Assistant to
the landmark partnership bankers. Prior to this role, Mr. Baxi
Prior to this role, he the Managing Director of
between bp and Reliance worked as Financial Controller for
worked as the Supply Castrol India & Regional
Industries Limited across the Castrol’s global business.
Chain Planning Head for Vice President, where he
entire gas value chain.
At bp, Mr. Baxi has worked in Castrol Europe. In his earlier was involved in driving
Mr. Mukundan is the the UK and Asia Pacific in Global, roles, Mr. Pandey has led business development
Chairman of the National Regional and Country Leadership Supply Chain Strategy & and negotiating complex
Committee on Hydrocarbons roles spanning across Finance, Transformation for Castrol commercial agreements.
of CII (Confederation of Indian Strategy, Planning, Internal Audit, China, led Supply Chain
After an assignment
Industry). With nearly 40 years Risk management, Compliance Operations for Castrol
in the UK with the
of experience in strategic and Business Transformation. North Asia (Japan / Korea)
global marketing team,
planning, finance, business Prior to joining bp, Mr. Baxi and supply chain logistics
Mr. Basuray returned to
development, and operations worked with international & planning team lead roles
India to lead sales in the
in a variety of assignments consulting organizations for 7 with Castrol India. He is
FW and branded workshop
in the U.S. and Asia, he is years, where he was responsible passionate about building
channel. This was followed
currently responsible for for internal and external audits, high performance teams
by a stint as the interim
strengthening bp’s portfolio M&A, and financial due-diligence and customer centricity.
head of marketing for
in India. projects.
Mr. Pandey’s professional Castrol India and Saudi
experience spans lubricants, Arabia. Soon after,
business consulting, paints, Mr. Basuray moved to
and the engineering South East Asia, where
industry. Prior to joining bp, he worked as Country
Mayank has worked with Manager for Castrol in
Tata Strategic Management Philippines. Prior to his
Group (TSMG), Asian current role, he served as
Paints and Larsen & Toubro the President Director of
(L&T) in various roles bp’s joint-venture lubricants
spanning business strategy, operation in Indonesia.
procurement, logistics and
manufacturing.
145
Director
Director 02519725 02509800 09274832 09522239
Identification
Number (DIN)
Date of 21 April 2009 1 January 2021 9 August 2021 1 April 2022
appointment
Date of Birth 31 July 1957 16 February 1975 21 January 1973 8 October 1974
Expertise Strategic Planning, Finance, Finance, Strategy, Planning, Supply Chain Management, Sales, Marketing and
in specific Business Development and Internal Audit, Risk management, Manufacturing, Project Business Development
functional areas Operations Compliance and Business Management and
Transformation Procurement
Qualifications BS (Physics) and MBA Chartered Accountant, awarded MBA and Mechanical MBA and Chemical
(Marketing & Finance) CXO of the year in January 2020 Engineer Engineer
by the Institute of Chartered
Accountants of India (ICAI),
alumnus of the Indian Institute of
Management (IIM) Ahmedabad
and Certified Internal Auditor
(CIA) from the Institute of Internal
Auditors, USA
Directorship as 1. Reliance BP Mobility NIL NIL NIL
on 31 December Limited
2021
2. India Gas Solutions
Private Limited
Committee 1. Corporate Social 1. Stakeholders Relationship NIL NIL
Membership Responsibility Committee
in Castrol India Committee
2. Corporate Social
Limited as on 31
2. Nomination and Responsibility Committee
December 2021
Remuneration
3. Risk Management
Committee
Committee
Committee Reliance BP Mobility Limited: NIL NIL NIL
Membership
1. Corporate Social
in other
Responsibility
Companies as
Committee
on 31 December
2021 2. Human Resources,
Nomination and
Remuneration
Committee
Shareholding NIL NIL 100 Shares 400 Shares
in Castrol India
Limited as on
date
Relationship NIL NIL NIL NIL
with other
Directors, KMPs
146
Director
Number of Kindly refer Corporate Governance Report NA
meetings
attended during
the year
Terms and Non-Executive Nominee Executive Wholetime Director As per the agreement, resolution and explanatory
conditions of Director liable to retire by rotation statement of the respective Director
appointment /
re-appointment
and
remuneration
Hemangi Ghag
Place: Mumbai
Date: 2 May 2022
Registered Office:
147
148
149
150
151
152
CORPORATE INFORMATION
BOARD OF DIRECTORS COMPANY SECRETARY & REGISTERED OFFICE

COMPLIANCE OFFICER
R Gopalakrishnan 1st Floor, Technopolis Knowledge Park,
Independent Director & Hemangi Ghag Mahakali Caves Road,
Chairman Andheri (East),
Mumbai – 400 093
Uday Khanna AUDITORS
Independent Director CIN: L23200MH1979PLC021359
Deloitte Haskins & Sells LLP.
Sangeeta Talwar Chartered Accountants Tel: +91-22-6698 4100
Independent Director Fax: +91-22-6698 4101
Rakesh Makhija BANKERS investorrelations.india@castrol.com

www.castrol.co.in
Sashi Mukundan Deutsche Bank
Nominee Director
HDFC Bank Ltd.
REGISTRAR AND
A S Ramchander TRANSFER AGENT
The Hongkong and Shanghai
Nominee Director
Banking Corporation Ltd.
Udayan Sen Link Intime India Private Limited
Nominee Director State Bank of India C-101, 247 Park,
LBS Marg, Vikhroli (West),
Sandeep Sangwan Citibank N.A. Mumbai – 400 083
Managing Director
DBS Bank Ltd. Tel: +91-22-4918 6000
Deepesh Baxi Fax: +91-22-4918 6060
J P Morgan Chase Bank N.A.
Chief Financial Officer &
Wholetime Director Toll-free number: 1800 1020 878
Standard Chartered Bank
Mayank Pandey rnt.helpdesk@linkintime.co.in
Wholetime Director
www.linkintime.co.in
(w.e.f. 9 August 2021)
CONTENTS
OVERVIEW REPORTS FINANCIALS
Message from Managing Director 01 Management discussion and 14 Balance sheet 88
Board of Directors 02 analysis report Statement of profit and loss 89
Leadership team 06 Financial highlights 23 Cash flow statement 90
Our response to COVID-19 07 Board’s report 25 Notes to financial statements 93
Accelerating digital transformation 09 Corporate governance report 50

Powerful brands 11 Business responsibility report 66 NOTICE FOR ANNUAL 133
Awards and accolades 13 Auditor’s report 80 GENERAL MEETING

44th Annual Report
January – December 2021
MAKING
TOMORROW
BIGGER
Annual Report 2021

Mahakali Caves Road, Andheri (East),
Mumbai – 400 093, Maharashtra, India
www.castrol.co.in

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Castrol India Limited

Castrol India Limited

Annual Report 2021

1st Floor, Technopolis Knowledge Park,

BOARD OF DIRECTORS COMPANY SECRETARY & REGISTERED OFFICE

Rakesh Makhija BANKERS investorrelations.india@castrol.com

Board of Directors 02 analysis report Statement of profit and loss 89

Leadership team 06 Financial highlights 23 Cash flow statement 90

Our response to COVID-19 07 Board’s report 25 Notes to financial statements 93

Accelerating digital transformation 09 Corporate governance report 50

MESSAGE FROM THE MANAGING DIRECTOR

The continued onslaught of COVID-19 made 2021 a uniquely

Despite these challenges, the Castrol India team demonstrated

R. Gopalakrishnan (Gopal) is an Independent Director & Non-Executive Chairman for

Uday Khanna is a Chartered Accountant and an Independent Director on the board of

Sangeeta Talwar is an Independent Director on the board of Castrol India Limited. In

Sashi is the Chairman of the National Committee on Hydrocarbons of CII (Confederation

A.S. Ramchander (Ram) has over 35 years of experience in marketing, P&L

Udayan Sen is a finance professional with 30 years of industry experience, of which

Sandeep Sangwan Bhairavi Popat Deepesh Baxi Maria P Valles

Saugata Basuray Rajeev Govil Jaya Jamrani

Rajesh Madathingal Saswati Panigrahi Mayank Pandey

Siddharth Shetty Sagar Vira

#INTHISTOGETHER - OUR RESPONSE TO THE COVID-19 PANDEMIC

#INTHISTOGETHER - OUR RESPONSE TO THE COVID-19 PANDEMIC

ACCELERATING DIGITAL TRANSFORMATION

The Castrol SMART application enables our

ACCELERATING DIGITAL TRANSFORMATION

The Castrol DIGICLAIM portal has significantly reduced

Over 35,000 car and bike mechanics engaged with

POWERFUL BRANDS. POWERFUL PERFORMANCE.

POWERFUL BRANDS. POWERFUL PERFORMANCE.

Castrol launched the fourth edition of the

Castrol Activ launched a new marketing campaign

AWARDS AND ACCOLADES

GOTS (Global Organic Textile Standard) certification audit

The Paharpur plant was conferred the Indian

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Brent crude & forex trend 2021

The following graph indicates the trend of base oil price

The Castrol FASTLANE app enables indirect customers to place orders

• Economic uncertainty due to the COVID-19 pandemic:

The Company continued to drive premiumization and

With the Reliance MJ project progressing, we are witnessing

The Company worked closely with its customers aiding

Quality Automotive lubricants

The key drivers of demand growth in each segment where

Key financial ratios

Particulars Unit 2021 2020 % change

Debtors turnover Times 17.04 9.05 88%

Inventory turnover Times 4.80 3.77 27%

Current ratio Times 2.17 2.05 6%

Operating profit margin % 25% 26% -10%

Net profit margin % 18% 19% -5%

EBITDA % 25% 27% -7%

Return on net worth* % 50% 42% 18%

applicable laws and regulations. The Company has a Health,

The Company implemented best-in-class internal standards

The total number of people employed in the Company as on Deepesh Baxi

14. RELATED PARTY TRANSACTIONS 18.

6. Average net profit of the Company as per section 135(5)