Dear Members,
 
 The Directors take pleasure in presenting their Report on the
 performance of Bharat Petroleum Corporation Limited (BPCL) for the year
 ended 31st March, 2011.
 
 PERFORMANCE OVERVIEW 
 
 Group Performance
 
 The aggregate Refinery throughput at BPCL''s Refineries at Mumbai and
 Kochi and that of its subsidiary company, Numaligarh Refinery Limited
 (NRL) in 2010-11 was 24.03 Million Metric Tonnes (MMT) as compared to
 23.03 MMT in 2009-10. The market sales volume of the BPCL Group for
 2010-11 stood at 29.58 MMT, as compared to 28.25 MMT in the previous
 year. The group also exported 2.61 MMT of petroleum products during the
 year as against 2.51 MMT in 2009-10.
 
 During the year 2010-11, the BPCL group achieved a sales turnover of
 Rs166,038.80 crores as compared to Rs133,749.10 crores recorded in
 2009-10. The Profit after Tax for the year stood at Rs1,742.06 crores as
 against Rs1,719.98 crores in 2009-10. After setting off the minority
 interest, the Group earnings per share for the year stood at Rs45.22 as
 compared to Rs45.15 in 2009-10.
 
 CONSOLIDATED GROUP RESULTS
  
                                             2010-11       2009-10 
 
 Physical Performance
 
 Crude Throughput (MMT)                        24.03        23.03
 
 Market Sales (MMT)                            29.58        28.25
 
 Financial Performance                                   Rs Crores
 
 Sales / Income from Operations           166,038.80   133,749.10
 
 Less: Excise Duty Paid                  (12,393.83)   (9,932.38)
 
 Net Sales / Income from Operations       153,644.97   123,816.72
 
 Gross Profit                               5,986.47     5,341.35
 
 Interest                                   1,246.84     1,124.66
 
 Depreciation & amortization                1,891.37     1,444.56
 
 Profit before tax                          2,848.26     2,772.13
 
 Provision for taxation – Current             864.47     1,324.75
 
 Profit after Current Tax                   1,983.79     1,447.38
 
 Provision for taxation – Deferred            159.72     (301.27)
 
 Short provision for Taxation in earlier 
 years provided for                            82.01       28.67
 
 Net Profit                                 1,742.06    1,719.98
 
 Minority Interest                            107.10       87.62
 
 Net Income of the group 
 attributable to BPCL                       1,634.96    1,632.36
 
 Group Earnings per share 
 attributable to BPCL (Rs)                      45.22       45.15
 
 COMPANY RESULTS
 
 Physical Performanc                          2010-11    2009-10
 
 Crude Throughput at Mumbai and Kochi 
 Refineries (MMT)                               21.78     20.41
 
 Market Sales (MMT)                             29.27     27.89
 
 Financial Performance                                  Rs Crores
 
                                              2010-11    2009-10
 
 Sales Turnover - Gross                    163,218.21  131,499.72
 
 Gross Profit before Depreciation, 
 Interest and Tax                            5,168.83    4,619.32
 
 Interest                                    1,100.78    1,010.95
 
 Depreciation & amortization                 1,655.40    1,242.32
 
 Profit before tax                           2,412.65    2,366.05
 
 Provision for Taxation - Current              628.00    1,127.00
 
 Provision for Taxation - Deferred             148.24    (303.25)
 
 Short provision for taxation in 
 earlier years provided for                     89.73        4.68
 
 Net Profit                                  1,546.68    1,537.62
 
 Balance brought forward                       181.06       76.37
 
 Amount available for disposal               1,727.74    1,613.99 
 
 The Directors propose
 to appropriate this amount as under:
 
 Towards Dividend:
 
 Final (proposed) Dividend -                   506.16      506.16
 
 Towards Corporate Dividend Tax                 71.08       72.77
 
 For transfer to Debenture Redemption Reserve     -        700.00
 
 For transfer to General Reserve               650.50      154.00
 
 Balance carried to Balance Sheet              500.00      181.06 
 
 Summarized Cash Flow Statement : 
 
 Cash Flows:
 
 Inflow/(Outflow) from operations            4,206.31  (1,515.15)
 
 Inflow/(Outflow) from investing activities    627.00   1,538.43
 
 Inflow/(Outflow) from financing
 activities                                (1,817.00)     652.09
 
 Net increase/(decrease) in cash & 
 cash equivalents                            3,016.31     675.37
 
 
 Company Performance
 
 BPCL recorded a sales turnover of Rs163,218.21 crores in the year
 2010-11. This represents an increase of 24.12 % over the previous
 year''s turnover of Rs131,499.72 crores.  In terms of volume, sales
 increased from 27.89 MMT in 2009-10 to 29.27 MMT in 2010-11, showing an
 increase of 4.95%. The profit before tax for the year went up by 1.97%
 over the preceding year to reach a level of Rs2,412.65 crores, as
 against Rs2,366.05 crores in 2009-10. After providing for tax,
 (including deferred tax) of Rs865.97 crores in 2010-11, as against
 Rs828.43 crores in 2009-10, the profit after tax for the year stood at
 Rs1,546.68 crores, as compared to Rs1,537.62 crores in the financial year
 ended 31st March, 2010.
 
 The Board of Directors has recommended a dividend of 140% (Rs14 per
 share) for the year on the paid-up share capital of Rs361.54 crores,
 which will absorb a sum of Rs577.24 crores out of the profit after tax
 inclusive of Rs71.08 crores for Corporate Dividend Tax on distributed
 profits. BPCL''s net worth as on 31st March, 2011 stands at Rs14,057.62
 crores, as compared to Rs13,086.71 crores as at the end of the previous
 year.
 
 The earnings per share for the year stood at Rs42.78 in 2010-11 as
 compared to Rs42.53 in 2009-10. Internal cash generation during the year
 increased from Rs1,898.10 crores in 2009-10 to Rs2,759.31 crores. During
 the year, BPCL''s contribution to the exchequer by way of taxes and
 duties amounted to Rs36,010.08 crores as against Rs26,685.75 crores in
 the previous financial year.
 
 Borrowings from banks decreased from Rs18,743.87 crores as at 31st
 March, 2010 to Rs16,088.57 crores at the close of the financial year
 2010-11. There was no outstanding balance under the Collateralized
 Borrowing and Lending Obligation (CBLO) through Clearing Corporation of
 India Limited as at the end of the year as compared to Rs500 crores at
 the end of the previous year. The outstanding amount of loans from Oil
 Industry Development Board decreased to Rs871.75 crores as at 31st
 March, 2011 from Rs921.37 crores at the end of the previous year.
 Debentures worth Rs1,000 crores were issued during the year and remained
 outstanding as on 31st March 2011 in addition to the debentures of
 Rs1,000 crores issued in 2009-10.
 
 There was no balance on account of Public deposits as at 31st March
 2011 as compared to Rs0.24 crores at the end of the previous year. The
 amount of deposits, matured but unclaimed, at the end of the year was
 Rs0.09 crores, which pertains to 24 depositors.
 
 The total Capital Expenditure during the year 2010-11 amounted to
 Rs2,532.20 crores which is lower than the expenditure in 2009-10 when it
 stood at Rs3,446.77 crores during the previous year.
 
 The Comments of the Comptroller and Auditor General of India (C&AG) on
 the Accounts for the year ended 31st March, 2011 along with the
 explanation of the Board of Directors are annexed as Annexure E.
 
 REFINERIES MUMBAI REFINERY
 
 During the year 2010-11, Mumbai Refinery processed 13.02 MMT of crude
 oil as against 12.52 MMT processed in 2009-10. This was the highest
 level of crude oil processing achieved in a single year by the
 refinery. This represents a capacity utilization of 108% as compared to
 104% in the previous year. During the year, the refinery achieved its
 highest ever production of Liquefied Petroleum Gas (LPG), Aviation
 Turbine Fuel (ATF), High Speed Diesel (HSD) and Lube Base Oils. The
 refinery also met the demand for Motor Spirit (MS) and HSD complying
 with Euro IV quality norms. The year also saw the refinery process 3
 new crude oils viz. Malaysia crude oil - Kikeh and Libyan crude oils -
 El Sharara & Mellitah for the first time, thus bringing the total
 number of crude oils processed by Mumbai Refinery so far to 75. The
 gross refining margin (GRM) for the year stood at USD 4.23 per barrel
 as compared to USD 1.78 per barrel realized in 2009-10. The overall
 gross margin for the refinery in 2010-11 amounted to Rs1,884.88 crores
 as compared to Rs792.63 crores in 2009-10. The increase in GRM was
 mainly due to favorable crude product spreads in the current year, as
 reflected in the increase in the Singapore Dubai cracking margin from
 USD 3.5 per barrel in 2009-10 to USD 5.2 per barrel in 2010-11.
 
 KOCHI REFINERY
 
 Kochi Refinery achieved a crude throughput of 8.76 MMT in 2010-11 as
 compared to 7.89 MMT in 2009-10. This was the highest throughput
 achieved by the refinery in any year, surpassing the level of 8.17 MMT
 achieved in 2007-08. During the year, the refinery processed 2 new
 crude oils - El Sharara and Mellitah from Libya for the first time. The
 refinery earned a GRM of USD 4.83 per barrel in 2010-11 as against USD
 4.87 per barrel in 2009-10. This translates into a total GRM of
 Rs1,445.76 crores for the year as against Rs1,366.63 crores earned in
 2009-10.  KRL''s capacity utilization for the year 2010-11 was 103.1% as
 compared to 105.2% achieved in the previous year.  The details of the
 performance of the Refineries, their activities and future plans are
 discussed in the Management Discussion and Analysis Report (MD&A).
 
 MERGER OF KRL WITH BPCL
 
 As informed in the last year''s Report, merger of the erstwhile Kochi
 Refineries Limited (KRL) with BPCL under Sections 391 to 394 of the
 Companies Act 1956 had been completed, following receipt of the Order
 dated 18th August 2006 issued by the Ministry of Company Affairs, New
 Delhi. One of the Shareholders of the erstwhile KRL had filed a Writ
 Petition in the Delhi High Court challenging the merger, and the same
 is pending as on date.
 
 MARKETING
 
 During the year 2010-11, BPCL''s market sales volume stood at 29.27 MMT
 as compared to 27.89 MMT in the previous year. BPCL thus recorded a
 growth of 4.95% over the sales volume of the previous year. There was
 no change in BPCL''s market share amongst the public sector oil
 companies, which stood at 22.49% as at 31st March, 2011.
 
 A detailed discussion of the performance of the Marketing function is
 given in the MD&A.
 
 PROJECTS
 
 Central India Refinery Project
 
 Bharat Oman Refineries Limited (BORL), promoted by BPCL, has recently
 commissioned a 6 MMTPA grass roots refinery at Bina in Madhya Pradesh.
 Besides, crude oil import facilities consisting of a Single Point
 Mooring (SPM) system and Crude Oil Storage Terminal (COT) have been set
 up at Vadinar in Gujarat. A 935 km cross-country crude oil pipeline of
 24 (60.96 cm) dia from Vadinar to Bina has been built for moving crude
 oil to the refinery.  The refinery will help BPCL in meeting the
 product requirements in the northern and central regions of the
 country. The total cost of the project is estimated at Rs12,208 crores
 which has been funded with a debt equity ratio of 1.6 : 1.
 
 BORL has an authorized share capital of Rs7,000 crores and paid up
 capital of Rs1,777.23 crores. The refinery has been set up in
 partnership with Oman Oil Company (OOC).  Besides the initial
 investment of Rs75.5 crores in the share capital of BORL, OOC has made
 an additional investment of Rs1,219.67 crores in 81.31 crores equity
 shares of Rs10 each at a premium of Rs5 per share. As on date, BPCL has
 subscribed to Rs88.86 crores equity shares of Rs10 each in BORL by
 investing a sum of Rs888.61 crores including the initial investment of
 Rs75.5 crores. In addition, BPCL has invested a sum of Rs935.68 crores
 against which it was allotted 78.61 crores warrants representing the
 right to subscribe to 78.61 crores equity shares of Rs10 each at a later
 date. Till the time the total equity of BORL is tied up, BPCL and OOC
 will hold 50% shares in BORL. On a future date, BPCL and OOC will hold
 49% and 26% respectively in the fully diluted equity of BORL.  The
 individual units, tankages and pipelines have been commissioned. All
 process units have been independently tested. The integrated process
 run commenced on 1st May, 2011. The Refinery has been dedicated to the
 nation by the Hon''ble Prime Minister of India, Dr. Manmohan Singh on
 20th May, 2011. The cumulative capital expenditure as on 30th June,
 2011 amounted to Rs11,390 crores.
 
 Bina Product Despatch Terminal
 
 The Bina Product Despatch Terminal is designed to facilitate the
 marketing of products from the new refinery at Bina. The despatch
 terminal was constructed with a tankage of 4.45 lakh kilolitres for
 storing white oils, 10 bay road loading gantry and single spur rail
 loading gantry for white oils, 6 x 1400 MT LPG mounded storage, 4 bay
 road loading gantry for LPG, 12 km long railway siding and other
 associated infrastructural facilities, adjacent to the Bina refinery.
 The facilities have been commissioned in stages and road despatches
 have commenced. The approved cost of the project is Rs639.11 crores and
 the cumulative expenditure as on 30th June, 2011 stood at Rs606.57
 crores.
 
 Bina Kota Product Pipeline
 
 The project, with an approved cost of Rs405.82 crores involved laying of
 an 18 (45.72 cm) dia, 257 km long cross-country product pipeline from
 Bina to Kota, to facilitate the economic evacuation of MS, HSD,
 Superior Kerosene Oil (SKO) and ATF from the Bina refinery. The
 pipeline is designed for an initial throughput of 2.8 MMTPA and will be
 connected to the existing multi-product Mumbai-Manmad-
 Manglya-Piyala-Bijwasan pipeline at Kota to facilitate distribution of
 products to the markets in northern India. The pipeline is mechanically
 complete and will be commissioned on receipt of sufficient quantity of
 finished product from the Bina Refinery. The cumulative expenditure on
 the project as on 30th June, 2011 stood at Rs375.09 crores.
 
 Capacity Expansion cum Modernization Project (CEMP) 
 – Phase II at Kochi Refinery
 
 The project involved the putting up of facilities for the production of
 auto fuels i.e. MS and HSD conforming to Euro – III / IV equivalent
 norms along with modernization and capacity expansion of the refinery
 from 7.5 MMTPA to 9.5 MMTPA. All the units envisaged in the project
 viz.  capacity expansion of the Crude Distillation Unit, VGO HDS Unit,
 NHT/CCR Unit, SRU Unit, Captive Power Plant and other utilities have
 been completed and commissioned progressively. The total expenditure on
 the project as on 30th June, 2011 was Rs3,260.67 crores as against the
 approved project cost of Rs3,941.41 crores.
 
 Continuous Catalytic Regeneration Reformer (CCR) Facilities and
 Hydrocracker Revamp
 
 The project is being undertaken to increase the production of Euro IV
 grade MS and HSD at Mumbai Refinery. The project involves revamping of
 the Hydrocracker Unit to increase the capacity from 1.75 MMTPA to 2.0
 MMTPA and setting up of a 1.2 MMTPA capacity Continuous Catalytic
 Regeneration Reformer (CCR) Unit at a cost of Rs1,827 crores. The
 project is expected to be completed by April 2013. As on 30th June,
 2011, the project has achieved physical progress of 27.60%. The
 cumulative expenditure on the project as on 30th June, 2011 stood at
 Rs136.24 crores while the total commitment as on that date amounted to
 Rs1,142 crores.
 
 Refrigerated LPG Storage and Handling Facility at JNPT and Uran LPG
 Plant
 
 The project envisages the development of LPG import facilities at
 Jawaharlal Nehru Port Trust (JNPT). The project involves erecting of
 facilities for unloading of refrigerated LPG, a 12.5 km long
 refrigerated transfer pipeline from the JNPT jetty to Uran LPG Plant
 and storage in 2 x 8000 MT refrigerated tanks. The project is in the
 final stage of completion and is likely to be commissioned in November,
 2011. The overall progress of the project stood at 95.4% as of 30th
 June, 2011. The approved cost of the project is Rs304.40 crores while
 the cumulative expenditure up to 30th June, 2011 was Rs237.80 crores.
 
 Strategic Storage for LPG
 
 Strategic storage for LPG at a total cost of Rs193 crores is being
 provided by putting up 23 Mounded Storage Vessels (MSVs) at 12
 different locations. The work of providing the MSVs at Pune, Nasik,
 Goa, Chennai, Bangalore and Pithampur (Indore) has been completed and
 the tanks commissioned. The vessels at Lalru, Saleempur, Mangalore,
 Dharwad, Jaipur and Kurnool are mechanically complete. The cumulative
 expenditure on the project as on 30th June, 2011 was Rs171. 57 crores.
 
 Pipeline for Transfer of LPG from BPCR/HPCR Mumbai to Uran LPG Plant
 
 The project consists of laying a 28 km pipeline (12 kms offshore and 16
 kms onshore) and providing 3 x 900 MT MSVs at Uran. The pipeline
 portion of the project costing Rs206.81 crores is being undertaken
 alongwith Hindustan Petroleum Corporation Limited (HPCL) and the cost
 will be shared equally by the two companies. The cost of MSVs amounting
 to Rs40 crores will be to BPCL''s account. The process design has been
 finalized and the tendering / ordering activities have been completed.
 The pipeline laying and civil works have commenced and the project is
 likely to be completed by June 2012. The cumulative expenditure on the
 project as on 30th June, 2011 stood at Rs31.51 crores while the total
 commitments as on that date amounted to Rs226.90 crores.
 
 RESEARCH & DEVELOPMENT (R&D)
 
 R&D is one of the means by which BPCL aims to achieve future growth by
 developing new products or processes to improve and expand operations.
 In order to improve its abilities to undertake R&D activities, BPCL is
 continuously strengthening the infrastructure and manpower resources at
 its Corporate R&D Centre, Greater Noida, Uttar Pradesh as well as at
 its Product & Application Development Centre, Sewree, Mumbai and the
 R&D Centre at Kochi Refinery.  BPCL''s initiatives in the area of R&D
 are discussed separately in the MD&A.
 
 Further, the areas covered under R&D and the benefits derived from R&D
 activities are detailed in Form B of Annexure A to the Directors''
 Report.
 
 NON-CONVENTIONAL ENERGY INITIATIVES
 
 BPCL has taken several steps to develop non-conventional/ renewable
 sources of energy and has undertaken various initiatives in tapping
 non-conventional energy sources like bio-diesel, bio-ethanol, wind
 energy, solar energy and fuel cells.
 
 BPCL has been exploring the possibility of promoting green fuels with a
 view to protect the environment by reducing pollution and dependency on
 imported fuels. In the State of Uttar Pradesh, BPCL has launched the
 Bio-diesel Value Chain project for which a Joint Venture Company,
 Bharat Renewable Energy Limited has been incorporated. As on 31st
 March, 2011, the Company has identified about 1 lakh acres (40469
 hectares) of waste / arid land, out of which 3122 acres (1263.44
 hectares) of Jatropha plantation has been done across the State. The
 Joint Venture Company has also signed agreements with Panchayats for
 52,000 acres (21043.88 hectares) of land.  BPCL is also in discussion
 with the State Governments of Bihar, Madhya Pradesh and Karnataka to
 set up Bio-Diesel Value Chains in these states.
 
 BPCL in coordination with the Government of Karnataka has identified
 the location at Bio-fuel Technology Park, Hassan for setting up a Green
 Fuel Retail Outlet (GFRO) jointly with the Department of Agriculture,
 Government of Karnataka. Bio-diesel will be supplied by the Technology
 Park to the Retail Outlet and blended Bio-diesel will be marketed
 through this outlet. Work is currently on to secure all the statutory
 approvals for the same.
 
 BPCL has been one of the first oil companies to successfully generate
 power through windmills. Windmills with a capacity of 5 MW (four
 windmills of 1.25 MW each) in the hilly range of Kappatguda in
 Karnataka have been operating since 2007. The power produced is sold to
 the Karnataka State Electricity grid. This was one of the projects
 identified to avail of carbon emission credits under the Kyoto
 protocol. The project was approved by UNFCCC in February 2009. BPCL has
 plans to make further investments in windmills in the states of
 Rajasthan, Maharashtra, Gujarat, Tamil Nadu and Madhya Pradesh.
 
 A 1 MW capacity grid connected solar farm is being set up at BPCL''s LPG
 bottling plant in Lalru, in the state of Punjab.  The project has been
 approved by Indian Renewable Energy Development Agency Limited under
 Rooftop and Small Solar Power Generation Programme (RPSSGP) guidelines
 under the National Solar Mission. The Power Purchase Agreement (PPA)
 with Punjab State Power Corporation Ltd. has been signed for a period
 of 25 years for evacuating the power generated from the plant through
 the grid.
 
 INDUSTRIAL RELATIONS
 
 The overall Industrial Relations climate remained peaceful and cordial
 throughout the year. Negotiations with the Unions are in progress for
 signing the Long Term Wage Settlement both in Marketing and Refineries.
 
 FULFILLMENT OF SOCIAL OBLIGATIONS
 
 Corporate Social Responsibility initiatives (CSR) in BPCL have emerged
 from the belief that it is only through collective effort that change
 can be brought about in society. BPCL''s CSR initiatives are pan India
 in reach and involve collaboration with a number of Non-Government
 Organisations (NGOs) who are committed to the cause of social
 development and people empowerment. BPCL has successfully completed
 various projects in the fields of education, water conservation,
 health, environment conservation and economic empowerment, where the
 communities have achieved sustainability.
 
 The CSR targets are a part of BPCL''s Memorandum of Understanding (MOU)
 with the Ministry of Petroleum & Natural Gas. The Company has taken a
 target of making 8 drought prone villages ''water positive'' through
 rainwater harvesting and positively reaching out to 15,000 children
 through its ''Education'' initiatives. BPCL has been successful in making
 8 ''drought free'' villages and reaching out to about one lakh
 underprivileged children by enabling qualitative and inclusive
 education. BPCL has also undertaken several initiatives like Computer
 Assisted Learning, Education Assistance Programme and Teach for India
 Programme, in rural areas of Uran, Panvel and Nandurbar districts and
 Mumbai in Maharashtra, Lucknow in Uttar Pradesh and Sagar District in
 Madhya Pradesh, thus enabling the spread of quality education in the
 country.
 
 A third party social impact assessment of the vocational training
 project in Chikankari work, for rural women in a tribal village near
 Lucknow, was undertaken. Around 80 women on an average earn about Rs1500
 per month and have registered as a Self Help Group. Based on the
 recommendations of the impact assessment and the success of the
 project, the same has been replicated to cover 250 women in poverty
 stricken villages near the LPG bottling plant in Lucknow. BPCL also
 replicated the vocational training programme for 250 youth in Ranchi
 after successful completion of the same covering 300 youth in
 Muzaffarpur, who now on an average, earn Rs3500 per month.
 
 BPCL''s CSR projects continue to receive enthusiastic support from the
 Company''s employee volunteers, who have dedicated their personal time
 towards water conservation and education initiatives by teaching
 children from the lower socio-economic strata. Through their energized
 efforts, BPCL has accomplished 3500 employee volunteering hours.
 
 BPCL envisions exploiting the available resources and skills to their
 fullest potential to achieve maximum results through enrollment of all
 stakeholders, including the entire BPCL family, in this process of
 being Socially Responsible, thereby creating leadership and ownership
 values throughout the Corporation. BPCL received the ''CIDC Vishwakarma
 Award 2011'' for the good work done in the area of CSR.
 
 PROMOTION OF SPORTS
 
 BPCL sportspersons continued to excel in the national as well as
 international sports arena in the disciplines of Cricket, Hockey,
 Badminton, Chess, Table Tennis, Kabaddi, Volleyball, Billiards, Snooker
 and Golf. Ace Badminton player, Saina Nehwal was conferred with the
 prestigious ''Rajiv Gandhi Khel Ratna'' award, the highest recognition
 conferred on an Indian sportsperson. She was also the first Indian
 woman player to be ranked no. 3 in the world.  Saina became the first
 woman to win four Super Series titles in a calendar year. Several
 sportspersons from BPCL represented India in the Commonwealth and Asian
 Games and won Medals. In Badminton, Saina Nehwal won the Gold Medal in
 Women''s Singles and Silver Medal in the Team event. In the Women''s
 Doubles event, Jwala Gutta won the Gold Medal. Aditi Mutatkar was also
 a member of the Indian Women''s Badminton Team that clinched Silver in
 the Team event. Poulami Ghatak in Table Tennis won Silver and Bronze
 Medal in the Team event and Women''s Doubles respectively. In Hockey,
 Tushar Khandekar and Ravi Pal were members of the team that won the
 Silver Medal at the Commonwealth Games. In the Asian Games, Vibin
 George was a member of the Indian Volleyball team that won the Bronze
 Medal. Chess players G.N. Gopal & P. Harikrishna won the Bronze Medal
 in the Asian Team Chess Championship. Parmarjan Negi, another ace Chess
 player was conferred with the prestigious Arjuna Award.
 
 In cricket, S. Sreesanth was a member of the World Cup winning Indian
 Cricket Team. Kabaddi Player Nilesh Shinde made his debut for the
 Indian Team and won the Asian Gold Medal. Joby Mathew won the Silver
 Medal in the Badminton World Open in the disabled category. Pragyan
 Ojha, Sreesanth, Jaydev Unadkat in Cricket, Tushar Khandekar, Hari
 Prasad, Ravi Pal, Birendra Lakra in Hockey, Poulomi Ghatak in Table
 Tennis, Saina Nehwal, Aditi Mutatkar, Jwala Gutta & Arvind Bhat in
 Badminton and Vibin George in Volleyball have represented India in
 various international events and won accolades.  BPCL also bagged the
 Second Runners-up President''s Trophy of Petroleum Sports Promotion
 Board (PSPB) during the year.
 
 RESERVATION AND OTHER WELFARE MEASURES FOR SCHEDULED CASTES/SCHEDULED
 TRIBES/ OTHER BACKWARD CLASSES AND PERSONS WITH DISABILITIES
 
 BPCL has been following in letter and spirit, the Presidential
 Directives and other guidelines issued from time to time by the
 Ministry of Petroleum & Natural Gas, the Ministry of Social Justice and
 Empowerment and the Department of Public Enterprises relating to
 reservations / concessions for Scheduled Castes / Scheduled Tribes /
 Other Backward Classes. Adequate monitoring mechanisms have been put in
 place for sustained and effective compliance uniformly across the
 Corporation. Rosters are maintained as per the Directives and are
 regularly inspected by the Liaison Officer of the Corporation as well
 as the Liaison Officer of the Ministry of Petroleum & Natural Gas, to
 ensure proper compliance of the Directives.
 
 Students belonging to Scheduled Castes / Scheduled Tribes and
 Economically Backward classes are encouraged by awarding scholarships
 to enable them to complete their education up to graduation level and
 for pursuing courses at Industrial Training Institutes. During the year
 2010-11, 88 students were awarded scholarships under these schemes.
 
 BPCL also complies with provisions under The Persons with Disabilities
 (Equal Opportunities, Protection of Rights and Full Participation), Act
 1995 relating to providing employment opportunities for Persons with
 Disabilities (PWDs).
 
 A Special Recruitment Drive was undertaken for OBC and PWD categories
 and 35 OBC / 13 PWD candidates were appointed during the year 2010-11.
 
 Details relating to representation/appointment of Scheduled Castes /
 Scheduled Tribes / Other Backward Classes and Persons with Disabilities
 are enclosed as Annexure D.
 
 IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY
 
 The Official Language Implementation Committees continue to function at
 the Corporate, Regional, Refinery and major location levels in order to
 implement various provisions of the Official Language Act and Rules
 across the Company, in line with the Annual Program issued by the
 Government of India. Several Hindi workshops were conducted in 2010-11.
 During the year, the first sub-committee of Parliamentary Committee on
 Official Language visited the Corporate Office, Piyala LPG Plant,
 Madurai Depot and Noida Regional office. Joint Secretary, Ministry of
 Petroleum & Natural Gas visited the Corporate Office and carried out
 inspection of Hindi activities.  Rajyabhasha Vibhag of the Ministry of
 Home Affairs inspected 6 locations on an all India basis. All the
 Committees expressed their appreciation of the efforts taken by BPCL on
 the promotion of Hindi.
 
 BPCL''s website was launched in bilingual form. Hindi fortnight was
 celebrated at all major locations during September 2010 with various
 Hindi competitions organized. During the year, training programmes for
 the Hindi software ''ISM V5 Office'' continued in all the Regions and
 Refineries. The ISM V5 helpline module was installed on Intralink for
 the benefit of users.
 
 CITIZENS'' CHARTER
 
 BPCL remains committed to providing customers with all information
 relating to their rights, in addition to the products and services
 being offered to them. There is a well established Grievance Redressal
 Mechanism in operation at all consumer contact points. The Area
 Marketing Managers situated in all the States / Union Territories act
 as nodal officers for personal hearing and resolution of customer
 grievances. The internet based online Grievance Redressal Mechanism
 (Centralised Public Grievance Redressal and Monitoring System)
 continues to be leveraged to facilitate the speedy solution of customer
 issues. BPCL has disposed off 437 grievances online during the year.
 BPCL also continues to provide the facility of designated toll free
 numbers to enable customers from anywhere in the country to lodge their
 complaints or give their suggestions.
 
 The Right to Information (RTI) Act 2005 has been implemented in BPCL
 since its inception. People across the organization are familiar with
 the Act. BPCL has a unique single window concept for all replies under
 the Act.  During the period ending 31st March, 2011, BPCL has received
 2726 requests for information, of which 2027 were attended to and out
 of these, 74 cases were referred to the Chief Information Commissioner,
 New Delhi for review. The balance 699 requests were under process as
 per the Act. No adverse remarks have been made against BPCL at any time
 since the inception of the Act in October 2005. With a view to
 facilitate prompt attendance to requests for information, two
 additional Public Information Officers have been created - one for the
 LPG business and the other for the Retail business.
 
 VIGILANCE
 
 Corporate Vigilance in BPCL has made great strides in enhancing the
 ethical standards of the organisation by encouraging sound business
 practices and good corporate governance through an effective balance of
 preventive and proactive measures.
 
 As part of the preventive vigilance activities, Vigilance officials,
 during their visits to various locations, guided the officers and staff
 on all the relevant procedures and guidelines. Inspections were
 conducted at 190 locations, 495 retail outlets and 172 LPG
 distributorships. Based on the outcome of these inspections,
 preventive/administrative actions and system improvements were
 initiated. Detailed inspections of major projects/works were also
 undertaken and observations with specific recommendations were made
 available to the concerned departments. Vigilance has proactively
 enabled Business Units to identify vulnerable areas in their existing
 procedures/processes relating to aspects like bill payments,
 dealer/distributor selections, reconstitution of
 dealerships/distributorships, file tracking, e-payments, etc. Workshops
 / seminars were designed on the case study model and delivered for the
 benefit of the concerned officers. Based on the feedback and inputs
 obtained, the required system improvements were recommended. A Bill
 Payment Monitoring System has been rolled out and implemented across
 the Company.
 
 Corporate Vigilance also conducted detailed investigation into the
 complaints and source information received.  During the year, 406
 complaints including 309 online complaints were received and
 investigated.
 
 Vigilance Awareness Week, between 25th October to 1st November, 2010,
 was observed at all locations of BPCL.  The first issue of the
 vigilance journal, Vigilance Plus was released during the year.
 Vendor Meets were conducted in three regions for getting feedback from
 important stakeholders. With a view to cover a wider section of
 stakeholders, Corporate Vigilance introduced the concept of Integrity
 Clubs as a corporate initiative to instill ethical values in school
 children and transform them into valuable change agents in civil
 society. The first Integrity Club was started at Kochi Refinery
 School and received a great response. This movement has now been
 extended to five more schools under Kendriya Vidyalaya Sangatan in
 Kerala.
 
 SUBSIDIARY COMPANIES
 
 Numaligarh Refinery Limited (NRL)
 
 NRL was incorporated in 1993 with an authorized capital of Rs1,000
 crores. It is a Mini Ratna Company (Category I) with a 3 MMTPA refinery
 at Numaligarh in Assam. As on 31st March, 2011, BPCL holds 61.65% of
 the paid up equity in NRL. The refinery processed 2.25 MMT of crude oil
 during the year 2010-11 as compared to 2.62 MMT processed in the
 previous year. As on 31st March, 2011 the Refinery completed 9 years of
 Lost Time Accident (LTA) free operations (equivalent to 1.63 crores
 man-hours) since the date of the last LTA. NRL achieved a turnover of
 Rs8,972.19 crores for the financial year ending 31st March, 2011 as
 compared to Rs7,874.09 crores in the previous year. The Company''s profit
 after tax for the year stood at Rs279.26 crores as against a profit of
 Rs232.08 crores earned in the previous year. The earning per share (EPS)
 for the year 2010-11 amounted to Rs3.80 as compared to Rs3.15 in 2009-10.
 The Board of Directors of NRL has declared a dividend of Rs1.50 per
 share of Rs10 each for the current financial year, which is the same as
 in the previous year. NRL had a net worth of Rs2,601.06 crores and a
 book value of Rs35.36 per share as at 31st March, 2011.
 
 Bharat Petro Resources Limited (BPRL)
 
 BPRL was incorporated in 2006 as a wholly owned subsidiary company of
 BPCL, with the objective of implementing BPCL''s plans in the upstream
 exploration and production sector. During the financial year 2010-11,
 the authorized capital of BPRL was increased from the existing Rs1,000
 crores to Rs3,000 crores considering the need for long term resources
 for various projects in India and abroad. As on 31st March, 2011, the
 subscribed and paid up share capital of BPRL was Rs1,100 crores which
 was entirely held by BPCL. The exploration and production activities of
 BPRL and its subsidiary companies extend to 27 exploration blocks,
 where they hold participating interests (PI). Of this, 9 blocks are in
 India and 18 are abroad. Besides India, BPRL has blocks in Australia,
 Brazil, East Timor, Indonesia, Mozambique and the United Kingdom.
 BPRL''s total acreage in all these blocks is around 81,000 sq.km, of
 which approx. 90% is offshore acreage.  These blocks are in various
 stages of exploration.
 
 BPRL had formed a wholly owned subsidiary company, Bharat
 Petro Resources JPDA Limited (BPR-JPDA LTD) through which it holds a
 participating interest of 20% in Block-JPDA 06-103-East Timor in the
 Joint Petroleum Development Area between Australia and East Timor.
 Further, BPRL has incorporated a wholly owned subsidiary company, BPRL
 International BV, Netherlands which in turn, has incorporated 3 wholly
 owned subsidiary companies viz.  BPRL Ventures BV, BPRL Ventures
 Mozambique BV and BPRL Ventures Indonesia BV, for undertaking
 exploration activities in various countries. BPRL Ventures BV has 50%
 stake in IBV Brasil Petroleo Limitada, which has participating
 interests ranging from 20% to 40% in 10 blocks in Brazil.  BPRL
 Ventures Mozambique BV has participating interest of 10% in a block in
 Mozambique, and BPRL Ventures Indonesia BV holds participating interest
 of 12.5% in a block in Indonesia.
 
 BPRL earned income of Rs0.67 crores for the financial year ending 31st
 March, 2011 and had a loss of Rs18.98 crores as compared to an income of
 Rs0.42 crores and loss of Rs35.72 crores for the previous year. The
 consolidated loss for the year was Rs57.50 crores as against profit of
 Rs97.89 crores in the previous year.
 
 Annual Accounts of the Subsidiary Companies
 
 In view of the dispensation granted by the Ministry of Corporate
 Affairs vide General Circular No. 2/2011 dated 8th February, 2011,
 copies of the Balance Sheet, Profit and Loss Account, Directors'' Report
 and Auditors'' Report of the Subsidiary Companies are not attached to
 the Balance Sheet of the Company. In compliance with the conditions of
 dispensation, the Consolidated Financial Statements have been presented
 in the Annual Report and financial information of the Company''s
 subsidiaries, as required, is disclosed in the Annual Report as
 Annexure F to the Directors'' Report for information. The Audited Annual
 Accounts of the Subsidiary Companies and related detailed information
 will be made available to members of BPCL and the Subsidiary Companies
 seeking such information at any point of time. The Annual Accounts of
 the Subsidiary Companies will also be kept for inspection by any member
 in the Registered Office of BPCL and of the concerned Subsidiary
 Companies. BPCL will furnish a hard copy of details of accounts of
 subsidiaries to any member on demand. The said documents would also be
 posted on BPCL''s website.
 
 JOINT VENTURE COMPANIES
 
 Petronet LNG Limited (PLL)
 
 PLL was formed in April, 1998 for importing LNG and setting up LNG
 terminals with facilities like jetty, storage, regasification etc. to
 supply natural gas to various industries in the country. The Company
 has an authorised share capital of Rs1,200 crores. PLL was promoted by
 four public sector companies viz. BPCL, Indian Oil Corporation Limited
 (IOC), Oil and Natural Gas Corporation Limited (ONGC) and GAIL (India)
 Limited (GAIL). Each of the promoter companies holds 12.50% of the
 equity capital of PLL. The other major shareholders include Gaz de
 France with a 10% equity stake and Asian Development Bank with a
 holding of 5.20% of the equity capital of the Company.  The balance
 34.80% is held by the public. BPCL''s equity investment in PLL currently
 stands at Rs98.75 crores. As at 31st March, 2011, PLL had a net worth of
 Rs2,680 crores with a book value of Rs35.73 per share.  The
 regasification capacity at Dahej, which is currently 10 MMPTA, is being
 further expanded to 12.50 MMPTA.  The work on the greenfield terminal
 at Kochi has already commenced and the terminal is likely to be
 commissioned by December, 2011.
 
 PLL recorded a sales turnover of Rs13,197 crores in the financial year
 ending as on 31st March, 2011 as compared to Rs10,649 recorded in
 2009-10. The net profit for the year stood at Rs619.61 crores as
 compared to Rs404.49 crores in the previous year. The EPS for the year
 2010-11 amounted to Rs8.26 as compared to Rs5.39 in 2009-10. PLL has
 declared a dividend of Rs2 per share for the financial year 2010-11
 against Rs1.75 per share in the last year.
 
 Indraprastha Gas Limited (IGL)
 
 IGL, a Joint Venture Company promoted by BPCL and GAIL, was set up in
 December, 1998 with an authorised share capital of Rs220 crores for
 implementing the project for supply of Compressed Natural Gas (CNG) to
 the household and automobile sectors in Delhi. BPCL invested Rs31.50
 crores for a 22.5% equity stake in the capital of IGL. IGL has
 commissioned over 278 CNG stations which supply the environment
 friendly fuel to more than 4,30,000 vehicles. IGL has more than
 2,40,000 domestic Piped Natural Gas (PNG) customers and over 427
 commercial customers in Delhi. The Company is also extending its
 business to the towns of Greater Noida and Ghaziabad.  IGL has
 registered a turnover of Rs1,950.00 crores and a profit after tax of
 Rs258.43 for the financial year ending on 31st March, 2011 as compared
 to a turnover of Rs1,213.14 crores and a profit after tax of Rs215.49
 crores in the previous year. IGL has declared a dividend of Rs5 per
 share as compared to Rs4.50 per share in the previous year. IGL''s net
 worth was Rs1,083.88 crores with a book value of Rs77.42 per share as at
 31st March, 2011.
 
 Sabarmati Gas Limited (SGL)
 
 SGL, a Joint Venture Company promoted by BPCL and Gujarat State
 Petroleum Corporation (GSPC), was incorporated on 6th June 2006 with an
 authorized capital of Rs100 crores for implementing the City Gas
 distribution project for supply of CNG to the household and automobile
 sectors in Gandhinagar, Mehsana and Sabarkantha Districts of Gujarat.
 
 Both the promoters have a stake of 25% each in the equity capital of
 SGL and the balance has been subscribed to by financial institutions.
 SGL has set up 15 CNG stations. The Company has achieved a turnover of
 Rs462.32 crores and profit after tax of Rs26.76 crores for the financial
 year ending on 31st March, 2011 against a turnover of Rs297.74 crores
 and profit after tax of Rs21.30 crores in the previous year.
 
 
 Central UP Gas Limited (CUGL)
 
 CUGL is a Joint Venture Company set up in March 2005 with GAIL as the
 other partner for implementing the project for supply of CNG to the
 household, industrial and automobile sectors in Kanpur and Bareilly in
 Uttar Pradesh. The Company was incorporated with an authorised share
 capital of Rs60 crores. The joint venture partners have each invested
 Rs15 crores in the joint venture, with each partner having an equity
 stake of 25% in the company. The balance equity share capital has been
 subscribed to by Infrastructure Development Finance Company Limited
 (IDFC), Asian Development Bank (ADB) and Infrastructure Leasing &
 Financial Services Limited (IL&FS). CUGL has set up 11 CNG stations.
 
 CUGL has achieved a turnover of Rs73.37 crores and profit of Rs12.30
 crores for the financial year ending on 31st March, 2011 as compared to
 a turnover of Rs45.83 crores and a profit of Rs7.09 crores in the
 previous year.  The EPS for the year stood at Rs2.05 as against Rs1.24 in
 2009-10. The Board of Directors has recommended the payment of dividend
 at the rate Rs0.70 per share as compared to Rs0.35 per share in the
 previous year.
 
 Maharashtra Natural Gas Limited (MNGL)
 
 MNGL was set up on 13th January, 2006 as a Joint Venture Company with
 GAIL for implementing the project for supply of CNG to the household,
 industrial and automobile sectors in Pune and its nearby areas. The
 Company was incorporated with an authorised share capital of Rs100
 crores. BPCL and GAIL have invested Rs22.50 crores each in MNGL''s equity
 capital. The Maharashtra Government will hold a 5% stake in the
 company. The balance equity shares have been subscribed by IDFC, ILFS
 and Axis Bank. The Company has set up 14 CNG stations so far.
 
 MNGL has achieved a turnover of Rs36.08 crores for the financial year
 ending 31st March, 2011 and profit of Rs0.10 crores as against a
 turnover of Rs10.89 crores and loss of Rs2.52 crores in the previous
 year.
 
 Bharat Stars Services Private Limited (BSSPL)
 
 BSSPL, a Joint Venture Company promoted by BPCL and ST Airport Pte
 Limited, Singapore was incorporated on 13th September, 2007 with an
 authorised share capital of Rs10 crores for providing into plane
 fuelling services at the new Bengaluru International Airport. The
 authorised share capital of BSSPL was subsequently enhanced to Rs20
 crores.
 
 The two promoters have each subscribed to 50% of the equity share
 capital of BSSPL and BPCL''s present investment stands at Rs10 crores.
 The Company, which commenced its operations at the new international
 airport in Bengaluru from May, 2008 has also incorporated a wholly
 owned subsidiary for implementing into plane fuelling services at the
 new T3 Terminal at Delhi International Airport.  BSSPL has achieved a
 turnover of Rs2.54 crores for the financial year ending 31st March, 2011
 and profit of Rs0.75 crores as against a turnover of Rs2.90 crores and a
 profit of Rs0.64 crores in the previous year.
 
 Bharat Renewable Energy Limited (BREL)
 
 BREL was incorporated on 17th June, 2008 for undertaking the
 production, procurement, cultivation and plantation of horticulture
 crops such as karanj, jatropha and pongamia, trading, research and
 development and management of all crops and plantation including
 Biofuels in the state of Uttar Pradesh, with an authorized capital of
 Rs30 crores. The Company has been promoted by BPCL with Nandan Biomatrix
 Limited, Hyderabad and Shapoorji Pallonji Company Limited, through
 their affiliate. Each of the par tners will have an equal stake in the
 equity capital of the joint venture. The project envisages plantation
 of Jatropha in 1 million acres (404690 hectares) of marginal land which
 has the potential of generating employment / self employment for 1
 million people and producing 1 million tonnes of Bio-diesel with an
 investment of Rs2,200 crores over the next 10-15 years.
 
 The Government of Uttar Pradesh has approved the project under Jeevan
 Jyoti, a scheme of the Government which has the benefit of release of
 funds under the Mahatma Gandhi National Rural Employment Guarantee
 scheme.  BREL has identified 1,00,000 acres (40469 hectares) of
 wasteland for plantation. Efforts are also being made to source
 saplings of Jatropha under the aegis of Bio-Tech Park, Lucknow through
 approved nurseries and franchisees.  Work is on for getting necessary
 approvals for the identified land and in preparing the land for
 plantation.  BREL has earned miscellaneous income of Rs0.03 crores for
 the financial year ending 31st March, 2011 and incurred a loss of Rs1.74
 crores as against a miscellaneous income of Rs0.08 crores and a loss of
 Rs1.44 crores in the previous year.
 
 Matrix Bharat Marine Services Pte Limited (MBMS)
 
 MBMS is a Joint Venture Company incorporated in Singapore on 20th May,
 2008 for carrying on the bunkering business and supply of marine
 lubricants in the Singapore market, as well as international bunkering,
 including expanding into Asian and Middle East markets. The Company has
 been promoted by BPCL and Matrix Marine Fuels LP USA, an affiliate of
 the Mabanaft group of companies, Hamburg, Germany. The authorised
 capital of the Company is USD 4 million, which is equivalent to Rs20
 crores. Both the partners have contributed equally to the share
 capital. Matrix Marine Fuels LP USA has subsequently transferred their
 share and interest in the joint venture in favour of Matrix Marine
 Fuels Pte Limited, Singapore, another affiliate of the Mabanaft group.
 
 The Company has begun the ex-pipe bunkering operations in August, 2008.
 The Company will also under take development of international bunkering
 facilities at Indian ports, risk management including hedging
 activities, inventory management, and quality blending and freight
 optimization by utilizing the back haulage of time charter vessels for
 importing petroleum products in India. MBMS has achieved a turnover of
 USD 402.33 million and earned a profit of USD 0.40 million as compared
 to a turnover of USD 229.95 million and a loss of USD 0.65 million in
 the previous year.
 
 Petronet India Limited (PIL)
 
 BPCL has 16% equity participation with an investment of Rs16 crores in
 PIL, which was formed as a non-government financial holding company to
 give impetus to the development of pipeline networks throughout the
 country.  PIL has facilitated pipeline access on a common carrier
 principle through joint ventures for pipelines put up by them viz.
 Vadinar-Kandla, Kochi-Coimbatore-Karur and Mangalore-Hassan-Bangalore.
 PIL registered income of Rs0.23 crores and a net loss of Rs1.31 crores
 for the financial year ending 31st March, 2011 as against income of
 Rs0.41 crores and a net loss of Rs0.94 crores in the previous year.
 
 The new pipeline policy announced by the Government of India some time
 back has affected the future of the Company, as interested companies
 are permitted to undertake pipeline projects and PIL does not have any
 new projects in hand. As such, promoters and other investors in PIL
 have reached a conclusion that continuation of PIL would not be viable.
 Accordingly, the winding up process has been initiated and the process
 of divesting PIL''s 26% equity in the 3 joint venture companies promoted
 by it is in progress. The Board of Directors of BPCL, in its meeting
 held in December 2006, accepted PIL''s offer to buy its 26% stake in the
 equity of Petronet CCK Limited where BPCL already holds 49% of the paid
 up share capital. This is awaiting receipt of approval of the
 Government of India.
 
 Petronet CCK Limited (PCCKL)
 
 BPCL has invested a sum of Rs49 crores for a 49% stake in the equity
 capital of PCCKL, a Joint Venture Company promoted with PIL with an
 authorised share capital of Rs135 crores. The Company owns the 292 km
 long multi- product Kochi-Karur pipeline from BPCL''s installation at
 Irimpanam to Karur for transportation of MS, HSD and SKO. The pipeline
 commenced commercial operations from September, 2002.
 
 The pumping volume during the year 2010-11 amounted to 1.87 MMT as
 against 1.72 MMT in the previous year.  PCCKL registered a turnover of
 Rs54.87 crores and net profit of Rs8.91 crores for the financial year
 ending 31st March, 2011 as compared to a turnover of Rs50.42 crores and
 net profit of Rs4.40 crore in the previous year.  BPCL has initiated
 steps subject to completion of all formalities to purchase the 26%
 share of PIL in PCCKL.
 
 Delhi Aviation Fuel Facility Private Limited (DAFFPL)
 
 A new Joint Venture Company, DAFFPL, has been promoted by BPCL, IOC and
 Delhi International Airport Limited (DIAL) for implementing Aviation
 Fuel facility for the new T3 Terminal at Delhi International Airport.
 BPCL and IOC will subscribe to 37% of the share capital of the joint
 venture while the balance will be held by DIAL. BPCL''s onsite assets at
 the Delhi Airport were transferred to the Joint Venture. DAFFPL has
 registered a turnover of Rs96.06 crores and net profit of Rs34.67 crores
 for the financial year ending 31st March, 2011.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The details regarding energy conservation, technology absorption and
 foreign exchange used and earned as required by Section 217(1)(e) of
 the Companies Act, 1956, are given in Annexure A.
 
 MEMORANDUM OF UNDERSTANDING WITH MINISTRY OF PETROLEUM & NATURAL GAS
 
 BPCL for the twenty-second successive year has entered into a
 Memorandum of Understanding (MOU) for the year 2011-12 with the
 Ministry of Petroleum & Natural Gas.  BPCL has been achieving an
 Excellent performance rating since 1990-91. BPCL also has the
 distinction of winning the Prime Minister ''s MOU Award for ''Excellence
 in Per formance'' for 1998-99, 2000-01, 2002-03 and 2006-07.
 
 PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)
 
 Information required under Section 217(2A) of the Companies Act, 1956,
 read with the Companies (Particulars of Employees) Rules, 1975, is
 enclosed as Annexure C.
 
 CORPORATE GOVERNANCE
 
 As required under Clause 49 of the Listing Agreement and Department of
 Public Enterprises (DPE) Guidelines, the Report on Corporate
 Governance, together with the Auditors'' Certificate on compliance of
 Corporate Governance, is annexed as Annexure B. The Report also
 indicates the extent of BPCL''s compliance of the Corporate Governance
 Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs.
 
 The Company has engaged M/s. Dholakia & Associates, Company Secretaries
 for conducting Secretarial Audit for the year 2010-11. The Secretarial
 Audit Report is enclosed as part of Annexure B.
 
 The forward looking statements made in the ''Management Discussion and
 Analysis'' are based on certain assumptions and expectations of future
 events. The Directors cannot guarantee that these assumptions are
 accurate or these expectations will materialize.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 of BPCL confirm that:
 
 1.  In the preparation of the Annual Accounts, all the applicable
 Accounting Standards have been followed along with proper explanation
 relating to material depar tures.
 
 2.  The Company has selected such Accounting Policies and applied them
 consistently and made judgements and estimates that are reasonable and
 prudent so as to give a true and fair view of the State of Affairs of
 the Company as on 31st March 2011 and of the Profit and Loss Account of
 the Company for the year ended on that date.
 
 3.  The Company has taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 4.  These Accounts have been prepared on a going concern basis.
 
 DIRECTORS
 
 Shri T. Balakrishnan, Addtitional Chief Secretary, (I&C), Government of
 Kerala resigned from the Board with effect from 29th June, 2010 and the
 Directors have placed on record their appreciation of the valuable
 contributions made and guidance given by him for the development and
 progress of the Company''s business. Shri Alkesh Kumar Sharma, Secretary
 (IP), Government of Kerala was appointed as Additional Director on the
 Board with effect from 30th June, 2010. The Shareholders have appointed
 him as Director of the Company at the Annual General Meeting held on
 24th September, 2010.
 
 Smt. Rama Bijapurkar has tendered her resignation from the Board on
 30th June, 2010. The Directors have placed on record their appreciation
 of the valuable contributions made and guidance given by her for the
 development and progress of the Company''s business.
 
 Shri Ashok Sinha, Chairman & Managing Director has demitted office on
 the completion of his term of 5 years on 18th August, 2010. The
 Directors have placed on record their appreciation of the valuable
 contributions made and guidance given by him for the development and
 progress of the Company''s business.
 
 Shri S. Radhakrishnan, Director (Marketing) has superannuated on 28th
 February, 2011. The Directors have placed on record their appreciation
 of the valuable contributions made and guidance given by him for the
 development and progress of the Company''s business.  Shri K. K. Gupta,
 Executive Director (Retail) was appointed as Additional Director with
 effect from 31st March, 2011.  He also assumed the office of Director
 (Marketing) from that date in pursuance of the appointment by the
 Government of India. As he has been appointed as Additional Director,
 he will hold office till the ensuing Annual General Meeting. Notice
 under Section 257 has been received proposing his name for appointment
 as Director at the ensuing Annual General Meeting.
 
 Shri B. K. Datta, Executive Director (Supply Chain Optimization) was
 appointed as Additional Director with effect from 1st August, 2011. He
 also assumed the office of Director (Refineries) from that date in
 pursuance of the appointment by the Government of India. As he has been
 appointed as Additional Director, he will hold office till the ensuing
 Annual General Meeting. Notice under Section 257 has been received
 proposing his name for appointment as Director at the ensuing Annual
 General Meeting.
 
 The tenure of Shri S. K. Joshi, Director (Finance) expires on 31.8.2011
 consequent to his superannuation.  Government of India has advised the
 appointment of Shri S. Varadarajan, Executive Director to the post of
 Director (Finance) of the Company from the date of his assumption of
 charge of the post on or after 1.9.2011.  Notice under Section 257 has
 been received proposing his name for appointment as Director at the
 ensuing Annual General Meeting.
 
 Prof. S. K. Barua and Dr. S. Mohan, Directors, will retire by rotation
 at the ensuing Annual General Meeting as per the provisions of Section
 256 of the Companies Act, 1956, and being eligible, offer themselves
 for re-appointment as Directors at the said Meeting.
 
 As required under the Corporate Governance clause, brief bio-data of
 the above Directors who are appointed / reappointed at the Annual
 General Meeting are provided in the Corporate Governance Report.
 
 STATUTORY AUDITORS
 
 M/s. B. K. Khare & Co., Chartered Accountants, Mumbai and M/s. K.
 Varghese & Co., Chartered Accountants, Kochi, were appointed as
 Statutory Auditors for the year 2010-11, by the Comptroller & Auditor
 General of India (C&AG), under the provisions of Section 619 (2) of the
 Companies Act, 1956. They will hold office till the ensuing Annual
 General Meeting. Appointment of the Statutory Auditors for the
 financial year 2011-12 by the C&AG is awaited.
 
 COST AUDITORS
 
 During the year 2010-11, 7 cost audit reports pertaining to the
 Refineries & Lube plants have been filed with the Ministry of Corporate
 Affairs on various dates viz. 01.09.2010, 07.09.2010, 13.09.2010 and
 17.09.2010. The due date for filing these cost audit reports was
 30.09.2010. These cost audit reports pertain to the year 2009-10 and
 the cost auditors were M/s. N. I. Mehta & Co., Mumbai and M/s.
 Muralidhar Mohan & Associates, Mumbai.
 
 The same cost auditors have been appointed for the year 2010-11. The
 due date for filing the cost audit reports for 2010-11 is 30.09.2011,
 for which necessary action is being taken.
 
 ACKNOWLEDGEMENTS
 
 The Directors express their gratitude to the employees who are the most
 valuable assets of the company and devote the best part of their
 working lives to the Company to help it achieve its goals and targets.
 
 The Directors are grateful for the assistance and guidance received
 from the various Ministries of the Government of India, particularly
 from the Ministry of Petroleum & Natural Gas, which has enabled BPCL to
 function efficiently.
 
 The Directors place on record their appreciation to BPCL''s customers,
 dealers, distributors, contractors and suppliers for their continued
 support and patronage. The Directors also thank each and every
 shareowner of BPCL for their continued support.
 
                        For and on behalf of the Board of Directors
 
                                                               Sd/- 
 
 New Delhi                                             R. K. Singh 
 
 Date : 12th August, 2011                      Chairman & Managing
 Director