Bharat Petroleum Corporation Directors Report, BPCL Reports by Directors

Directors Report	Year End : Mar '12 � Mar 11

The Directors take pleasure in presenting their Report on the performance of Bharat Petroleum Corporation Limited (BPCL) for the year ended 31st March, 2012. PERFORMANCE OVERVIEW Group Performance The aggregate Refinery throughput at BPCLs Refineries at Mumbai and Kochi along with that of its subsidiary company, Numaligarh Refinery Limited (NRL) and Joint Venture Company, Bharat Oman Refineries Limited (BORL) in 2011-12 was 26.72 Million Metric Tonnes (MMT), as compared to 24.03 MMT in the previous year. The market sales of the BPCL Group for the year stood at 31.48 MMT, as compared to 29.58 MMT in 2010-11. The group exported 3.49 MMT of petroleum products during the year as against 2.61 MMT in 2010-11. The BPCL group recorded a Gross Revenue from Operations of Rs. 2,23,314.64 crores as compared to Rs. 1,66,104.22 crores in 2010-11. The Profit after Tax for the year 2011-12 stood at Rs. 851.28 crores as against Rs. 1,742.06 crores in the previous year. After setting off the minority interest, the Group earnings per share was of the order of Rs. 21.60 in the current year as compared to Rs. 45.22 in 2010-11. CONSOLIDATED GROUP RESULTS 2011-12 2010-11 Physical Performance Crude Throughput (MMT) 26.72 24.03 Market Sales (MMT) 31.48 29.58 Financial Performance Rs. Crores Gross Revenue from Operations 2,23,314.64 1,66,104.22 Less: Excise Duty Paid (11,175.08) (12,339.31) Net Revenue from Operations 2,12,139.56 1,53,764.97 Gross Profit 6,269.32 5,986.47 Finance Cost 2,259.06 1,265.62 Depreciation & amortization expense 2,410.83 1,891.36 Profit before tax 1,599.43 2,829.49 Provision for taxation - Current (Net of MAT Credit Entitlement) 409.35 820.27 Profit after Current Tax 1,190.08 2,009.22 Provision for taxation - Deferred 331.63 185.09 Short provision for Taxation in earlier years provided for 7.17 82.07 Net Profit 851.28 1,742.06 Minority Interest 70.45 107.10 Net Income of the group attributable to BPCL 780.83 1,634.96 Group Earnings per share attributable to BPCL (Rs.) 21.60 45.22 COMPANY RESULTS 2011-12 2010-11 Physical Performance Crude Throughput at Mumbai and Kochi Refineries (MMT) 22.91 21.78 Market Sales (MMT) 31.14 29.27 Rs. Crores Financial Performance Revenue from Operations - Gross 2,22,500.47 1,63,312.60 Gross Profit before Depreciation, Interest and Tax 5,568.63 5,167.32 Finance Cost 1,799.59 1,117.03 Depreciation & amortization expense 1,884.87 1,655.40 Profit before tax 1,884.17 2,394.89 Provision for Taxation - Current (Net of MAT Credit Entitlement) 178.07 610.24 Provision for Taxation - Deferred 393.01 148.24 Short provision for taxation in earlier years provided for 1.82 89.73 Net Profit 1,311.27 1,546.68 Balance brought forward 500.00 181.06 Amount available for disposal 1,811.27 1,727.74 The Directors propose to appropriate this amount as under: Towards Dividend: Final (proposed) Dividend 397.70 506.16 Towards Corporate Dividend Tax 57.16 71.08 For transfer to General Reserve 856.41 650.50 Balance carried to Balance Sheet 500.00 500.00 Summarized Cash Flow Statement : Cash Flows: Inflow/(Outflow) from operations 925.84 3,081.87 Inflow/(Outflow) from investing activities (890.54) 1,750.50 Inflow/(Outflow) from financing activities (4,713.14) (1,817.00) Net increase/(decrease) in cash & cash equivalents (4,677.84) 3,015.37 Company Performance BPCL''s revenue from operations for the year 2011-12 stood at Rs. 2,22,500.47 crores reflecting an increase of 36.24% over the previous year when the Company''s revenues from operations amounted to Rs. 1,63,312.60 crores. Sales in volume terms increased from 29.27 MMT in 2010-11 to 31.14 MMT in 2011-12, reflecting an increase of 6.39% over the previous year. The profit before tax for the year was Rs. 1,884.17 crores as compared to Rs. 2,394.89 crores in 2010-11. After providing for tax, (including deferred tax) of Rs. 572.90 crores as against Rs. 848.21 crores during the last year, the profit after tax for the year stood at Rs. 1,311.27 crores as against Rs. 1,546.68 crores recorded in 2010-11. The Board of Directors has recommended a dividend of 110% (Rs. 11 per share) for the year on the paid-up share capital of Rs. 361.54 crores which will absorb a sum of Rs. 454.86 crores out of the profit after tax inclusive of Rs. 57.16 crores for Corporate Dividend Tax on distributed profits. BPCL''s net worth as on 31st March, 2012 stands at Rs. 14,913.86 crores, as compared to Rs. 14,057.62 crores as at the end of the previous year. The Board of Directors at its meeting held on 25th May, 2012 has recommended for the approval of Shareholders the issue of Bonus Shares in the ratio of 1:1 i.e. one new bonus equity share of Rs.10 each for every one equity share of Rs.10 held by the shareholders by capitalizing the reserves. The issue of Bonus Shares in the ratio of 1:1, has been approved by the Shareholders resulting in capitalisation of a sum of Rs. 361.54 crores. Accordingly the Paid-up Equity Capital of the Company presently stands increased to Rs. 723.08 crores from the pre-bonus level of Rs. 361.54 crores. These Bonus Shares rank pari passu in all respects with the existing shares except that these Bonus Shares shall not be eligible for dividend for the year ended 31st March, 2012. The earnings per share amounted to Rs. 36.27 in 2011-12 as compared to Rs. 42.78 in 2010-11. Internal cash generation during the year was higher at Rs. 3,134.99 crores as against Rs. 2,759.31 crores in 2010-11. BPCL''s contribution to the exchequer by way of taxes and duties during 2011-12 amounted to Rs. 35,994.30 crores, as against Rs. 36,010.08 crores in the previous financial year. Borrowings from banks increased from Rs. 16,088.57 crores as at 31st March, 2011 to Rs. 20,749.94 crores at the close of the current financial year. Loans from Oil Industry Development Board decreased to Rs. 743.75 crores as at 31st March, 2012 from a level of Rs. 871.75 crores as at the end of the previous year. Debentures worth Rs. 1000 crores issued during the year 2009-10 remained outstanding as on 31st March 2012. The amount of deposits, matured but unclaimed, at the end of the year was Rs. 0.19 crores, which pertains to 16 depositors. The total Capital Expenditure during the year 2011-12 amounted to Rs. 2,761.81 crores as compared to Rs. 2,532.20 crores during the year 2010-11. The Comptroller and Auditor General of India (C&AG) has no comment upon or supplement to the Statutory Auditors'' Report on the Accounts for the year ended 31st March, 2012. The letter from C&AG is annexed as Annexure E. REFINERIES MUMBAI REFINERY During the year 2011-12, Mumbai Refinery achieved a throughput of 13.35 MMT of feedstock (crude oil and other feedstock) as against 13.02 MMT achieved in 2010-11. This was the highest throughput ever achieved by the refinery in a single year and represents capacity utilization of 111% as compared to 108% in the previous year. During the year, the refinery achieved its highest ever production of Aviation Turbine Fuel (ATF), Propylene (C3), Motor Spirit (MS), High Speed Diesel (HSD), Methyl Tertiary Butyl Ether (MTBE), Bitumen, Furnace Oil and Lube Base Oils. Mumbai refinery continued to meet the demand for MS and HSD complying with Euro IV quality norms. Mumbai Refinery also achieved the landmark of cumulative production of Lube Base Oil crossing the 1 million metric tonne mark since the commissioning of the LOBS unit. The gross refining margin (GRM) for the year stood at USD 3.12 per barrel as compared to USD 4.23 per barrel realized in 2010-11. The overall gross margin for the refinery in 2011-12 amounted to Rs. 1,503 crores as compared to Rs. 1,885 crores in 2010-11. Lower GRM in 2011-12 is due to crude cost variation, increase in octroi cost, abolition of custom duty on imported crude and reduction in duty on finished product, higher export loss and impact of higher prices of Regasified LNG (RLNG). KOCHI REFINERY Kochi Refinery achieved a crude throughput of 9.56 MMT during this year as compared to 8.76 MMT in 2010-11. This was the highest throughput ever achieved by the refinery in a single financial year. During the year, the refinery achieved its highest ever production of Liquefied Petroleum Gas (LPG), ATF, C3, MS meeting Euro III standards and Bitumen. The refinery earned a GRM of USD 3.20 per barrel in 2011-12 as against a GRM of USD 4.83 per barrel in 2010-11. This translates into a total GRM of Rs. 1,099 crores as compared to Rs. 1,446 crores in 2010-11. The lower GRM for the year 2011-12 can be attributed to higher export loss and crude and product rate variations. The capacity utilization for the year 2011-12, being the first year of operations after commissioning all the units as part of Capacity Expansion and Modernization Project (CEMP) Phase II, stood at 100.6% as compared to 103.1% 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 2011-12, BPCL''s market sales volume touched a level of 31.14 MMT, as compared to 29.27 MMT in the previous year. This represents a growth of 6.39% over the previous year. BPCL''s market share amongst public sector oil companies stood at 22.40% as at 31st March, 2012 as compared to 22.34% as at the end of the previous year. 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 and Oman Oil Company (OOC) has commenced operations of its 6 MMTPA grass roots refinery at Bina. BPCL has an equity stake of 50% in BORL, which has a paid up capital of Rs. 1,777.23 crores. BPCL has also given a loan of Rs. 1,354.10 crores and subscribed to 78.61 crores warrants, representing the right to subscribe to 78.61 crores equity shares of Rs. 10 each at a later date at a cost of Rs. 935.68 crores. Till the time the total equity of BORL is tied up, BPCL and OOC will each 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 refinery became operational in May 2011. After the initial period of stabilizing its operations, the Bina refinery has started meeting BPCLs product requirements in the northern and central regions of the country. This will help in reducing BPCL''s dependence on other oil companies and imports for making available product to meet the demand in these markets. BORL recorded a sales turnover of Rs. 7,551.56 crores in the financial year ended as on 31st March, 2012. During the financial year 2010-11, there was other income of Rs. 12.24 crores. The net loss for the year stood at Rs. 1,115.98 crores as compared to Rs. 66.10 crores in the previous year. Bina Product Despatch Terminal The Bina Product Despatch Terminal was designed to facilitate the marketing of products from the new BORL refinery at Bina. The despatch terminal was constructed with a tankage of 4.45 lakh kilolitres (Kls) for storing White Oils, 10 bay road loading gantry for White Oils and single spur full rake rail loading gantry for White Oils, 8400 MT LPG mounded storage, 5 bay road loading gantry for LPG, 12 Km long railway siding and other associated infrastructural facilities, adjacent to the Bina refinery. All facilities at the terminal are commissioned and put to use in stages, in synchronization with the receipt of finished products from BORL refinery. Despatches of finished products through road, railway and Bina-Kota cross country pipeline are being done regularly. Bulk LPG Despatches through road are also being done. The Company has despatched 98 TMT of bulk LPG by road, 890 TMT of White Oils by pipeline, 15,572 Kls of White Oils by road and 681 Bogie Type POL tank Wagon (BTPN) rakes of White Oils by rail from Bina Despatch Terminal till date. The approved cost of the project is Rs. 639.11 crores and the cumulative expenditure as on 30th June, 2012 stood at Rs. 614.78 crores. Bina Kota Product Pipeline The project, with an approved cost of Rs. 405.82 crores involved laying of an 18 (45.72 cms) dia. 257 Km long cross-country product pipeline from Bina to Kota, to facilitate the economic evacuation of MS, HSD, 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-Manglia- Piyala-Bijwasan pipeline at Kota to facilitate distribution of products to the markets in northern India. The pipeline was successfully commissioned in synchronization with availability of product from BORL refinery in the month of September 2011. The cumulative expenditure on the project as on 30th June, 2012 stood at Rs. 393.88 crores. Capacity Augmentation of Kota-Piyala Section of MMBPL Pipeline The project envisages enhancement of capacity of the Kota-Piyala section of the Mumbai-Manmad-Manglia- Piyala-Bijwasan pipeline from 2.8 MMTPA to 4.4 MMTPA, to evacuate products from Bina refinery and also to meet the growing demand for petroleum products in the northern region. The estimated cost of the project is Rs. 152.89 crores. The project has achieved an overall physical progress of 34.7% and is expected to be mechanically completed by June 2013. The cumulative expenditure as on 30th June, 2012 stood at Rs. 7.19 crores. Kota Jobner Pipeline Project The project envisages laying of a 210 Km long and 14 (35.6 cms) dia. cross-country pipeline from Kota to Jobner (near Jaipur) for economic transportation of MS / SKO / HSD from BPCL''s Mumbai Refinery as well as BORLs refinery at Bina. The estimated as-built project cost is Rs. 276.27 crores. Work on the detailed route survey, soil studies and cadastral surveys for the proposed pipeline route has been completed. The project is expected to be completed within 24 months from receipt of the clearance from the Petroleum & Natural Gas Regulatory Board (PNGRB). The Company has submitted bid to PNGRB in this regard. Integrated Refinery Expansion Project (IREP) at Kochi Refinery The Integrated Refinery Expansion Project (IREP) at Kochi Refinery envisages increasing the refinery capacity from the present 9.5 MMTPA to 15.5 MMTPA and modernization of the refinery facilities to produce auto fuels conforming to Euro IV / Euro V specifications and upgradation of the residue streams to distillates and Petcoke. The project is estimated to cost around Rs. 14,225 crores. The project will be completed within 42 months from the receipt of environment clearance. Licensor selection for process units like the Delayed Coker Unit (DCU), VGO Hydro Desulphurisation Unit (VGO HDT) and Diesel Hydro Desulphurisation Unit (DHDT) have been completed. The Fluid Catalytic Cracking Unit (FCCU) Licensor selection activities are in progress. The Design and Engineering Package preparation of these and various open art units by M/s. Engineers India Limited (EIL), the Project Management Consultants, are in progress. Site grading activities are currently in progress at the refinery site. Continuous Catalytic Regeneration Reformer (CCR) Facilities and Hydrocracker Revamp at Mumbai Refinery The project has been undertaken to increase the production of Euro III / Euro IV grade MS and HSD at Mumbai Refinery. This involves revamping of the Hydrocracker Unit to increase its capacity from 1.75 MMTPA to 2.0 MMTPA and setting up of a new Continuous Catalytic Regenerator Reformer Unit (CCR) of 1.2 MMTPA capacity with matching new Naphtha Hydro Treater Unit (NHT) and new Pressure Swings Adsorber (PSA) Units and other utilities/offsite facilities at a cost of Rs. 1,827 crores. The project has achieved an overall progress of 73.96% with a cumulative expenditure of Rs. 611.55 crores as on 30th June 2012. The project is expected to be completed by April 2013. The Hydrocracker revamp has been completed with the exception of installation of one reboiler. The Engineering and Procurement activities for the project are nearing completion, the equipment foundation work is completed and construction activities of the Fired Heaters and Regeneration package, fabrication/ erection of piping and equipment erection are in progress. Replacement of CDU /VDU at Mumbai Refinery The project envisages replacement of old crude distillation and vacuum units by a state-of-the-art integrated Crude and Vacuum Distillation Unit (CDU / VDU) of 6 MMTPA capacity to improve mechanical integrity and enhance safety and the environment. The total project cost is estimated at Rs. 1,419 crores. EIL has been retained as Process Licensor and EPCM Consultant. The process design has already been completed and detailed engineering activities are in progress. The order has been placed for the Crude and Vacuum Column, which are critical items. Tendering activities for Desalters, Heat Exchangers and Vessels are in progress. The scheduled completion of the project is December 2014. LPG Import Facilities at JNPT with Strategic Storage at Uran The project envisages the development of Cryogenic 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 BPCLs Uran LPG Plant and setting up refrigerated LPG storage in 2 x 8000 MT. The LPG import facility was commissioned during the year on 31st January, 2012. The facility has marine unloading arms of 8 (20.30 cms) dia, having capacity to discharge 500 MT LPG per hour from the ship. This will enable BPCL to import 0.6 MMT LPG per annum. The approved cost of the project is Rs. 304.40 crores while the cumulative expenditure up to 30th June, 2012 was Rs. 273.41 crores. This is the country''s 2nd Cryogenic LPG import facility amongst public sector oil companies after the existing one of IOC at Kandla. This additional import capacity will help in meeting the growing LPG deficit in India. BPCLs LPG terminal at Uran, which is already a hub for LPG handling, will come to play a critical and strategic role in the country in the years to come. Pipeline for Transfer of LPG from BPCR / HPCR Mumbai to Uran The project consists of laying a 28 Km pipeline (12 Kms offshore and 16 Kms onshore) and providing 3 x 900 MT Mounded Storage Vessels (MSV) BPCL''s Uran LPG plant. The 10 (25.4 cms) dia cross country pipeline is being laid to transfer LPG from the Mumbai refineries of BPCL and Hindustan Petroleum Corporation Limited (HPCL). The pipeline portion of the project costing Rs. 206.81 crores is being undertaken along with HPCL and the cost will be shared equally by the two companies. The cost of MSVs amounting to Rs. 40 crores will be to BPCL''s account. The onshore pipeline laying has been completed. Of the 12 Kms offshore pipeline, 10 Kms laying has also been completed. The project has achieved an overall physical progress of 90.5% with cumulative expenditure of Rs. 155.76 crores as on 30th June 2012. The project is expected to be completed by October, 2012. The facility will decongest traffic in and around Chembur in Mumbai and help improve the ambient air quality in Mumbai city, besides savings in transportation cost. RESEARCH & DEVELOPMENT (R&D) The Research and Development centres of BPCL consistently follow the current trends of technological advancement across the globe. R&D capabilities at Corporate R&D Centre, Greater Noida, Uttar Pradesh, Product & Application Development Centre, Sewree, Mumbai and the R&D Centre at Kochi Refinery are leveraged towards business growth at all times. BPCL''s R&D programmes 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 undertaken various initiatives in tapping non-conventional energy sources like bio-diesel, wind energy, solar energy and fuel cells. In this regard, steps are taken to develop non-conventional / renewable resources of energy. BPCL has been exploring the possibility of promoting green fuels with a view to protecting the environment by reducing pollution and dependency on imported fuels. Aiming for sustainable development, huge tracts of unproductive, barren and non-cultivable land are proposed to be used for the growth of Jatropha and Karanj plants. The plantations would contribute towards environment protection, prevention of soil erosion and provide feedstock for manufacturing bio-diesel. BPCL is in discussion with various State Governments including Uttar Pradesh, Bihar and Karnataka to set up Bio-Diesel Value Chains in these states. In the State of Uttar Pradesh, BPCL has initiated action to set-up the Bio-diesel Value Chain which envisages cultivating Bio-fuel plants on wasteland to produce Bio-diesel from the plantation to replace Diesel over a period of time. A Joint Venture Company, M/s. Bharat Renewable Energy Ltd. (BREL) has been incorporated for this project. As on 31st March, 2012, the company has identified waste / arid land of 1,34,722 acres (54,520 hectares) in the State for Bio-fuel plantation. BREL has submitted an application for release of funds from the Mahatma Gandhi National Rural Employment Guarantee, MGNREG Scheme for Bio-fuel plantation on 37,037 acres (14,988 hectares)of waste / arid land to the Government of Uttar Pradesh. The total plantation covering an area of 7,450 acres (3,014 hectares) of waste land has been completed and further work is in progress for 8,078 acres (3,269 hectares) of land where pit digging has since been completed. During the current year, it completed plantation on 3,890 acres (1,574 hectares) which is more than plantations done in earlier years. INDUSTRIAL RELATIONS The overall Industrial Relations climate remained peaceful and cordial throughout the year. Negotiations with the Unions are currently in progress for signing the Long Term Wage Settlement both in Marketing and Refineries. FULFILLMENT OF SOCIAL OBLIGATIONS BPCL continued its focused action in the area of Corporate Social Responsibility (CSR) with thrust in the areas of Education and Water Conservation. Through the various CSR initiatives across the country, BPCL has been able to impact the lives of around 70,000 people. Even as the initiatives started in the earlier years were continued, several new projects were started and partnerships were formalized with reputed Non-Government Organisations (NGOs). BPCL has, in its Memorandum of Understanding signed with the Ministry of Petroleum & Natural Gas for the year 2011-12, accepted a target of reaching out to 30,000 children for education, 15 villages for Rainwater Harvesting and 200 youth and 300 women for livelihood training. BPCL has been successful in achieving all these targets. In the field of education, BPCL initiated the Digital Literacy and Life Skills project across 40 low income/ Municipal schools in Mumbai in partnership with Pratham, thereby reaching out to 25,000 children. In the districts of Nandurbar and Sagar, the Read India project has entered its second year and is reaching out to 50,000 children. Through Project Computer Assisted Learning (CAL), the Company has been able to reach out to 10,000 children in Uran, Panvel and Lucknow. BPCL was also associated with the Teach for India project in 6 schools in Chembur in Mumbai. A third party assessment of the project has rated it very highly, based on the learning levels acquired by the children. Projects were also initiated for the education of 1050 tribal children in Araku Valley in 3 residential schools in collaboration with Naandi foundation, a NGO working in this field. A project ''WE CAN'' was launched as part of the efforts to develop the leadership skills of teachers and Principals from low income and Municipal schools in Mumbai. BPCL also partnered Agastya International Foundation, a NGO in a ''Science on Wheels'' project to reach out to 10,000 children across 70 rural schools near the Solur LPG plant in Bangalore. Under Project Boond, 20 villages were converted from ''water scarce to water positive''. The project is being extended to districts in Karnataka and Uttar Pradesh. As a part of the Livelihood Programme, BPCL has, in collaboration with SEWA, a reputed NGO, imparted chikankari skills to 500 women in Lucknow. Similar training in zardosi work was made available to 100 women in Loni in collaboration with the NGO, AROH. 300 youth in Ranchi (Jharkhand) were trained in partnership with Dr. Reddy''s Foundation. In an effort to bring agro-based knowledge through technology, making the process simple and easily accessible to the women farmers, a programme has been initiated with the MS Swaminathan Research Institute for the widows of farmers in the district of Wardha. In an effort to reach medical facilities to tribals, a programme was undertaken to train the para health workers working in Bastar in Chattisgarh. A Corporate CSR Booklet '' Umang'' was released, capturing all the CSR initiatives undertaken across the country. BPCL won the ''CIDC Vishwakarma Award 2012'' for CSR for the second consecutive year and also won the ''Aqua Excellence Award'' for Project Boond. BPCL was recently conferred with the Aaj Tak Care award under the Livelihood category for the project ''Economic Empowerment and Income Generation'' which has benefited and impacted rural women in Lucknow. PROMOTION OF SPORTS BPCL sportspersons continued to excel in the national and international sports arena in various sports disciplines. Ace shuttler, Saina Nehwal became the first Indian to win an Olympic medal in Badminton. She won the Bronze medal at the London Olympics 2012. Saina also won the Swiss Open Gold Grand Prix, the Thailand Open Grand Prix Gold title in Bangkok before winning the Super Series event in Jakarta, Indonesia. She is currently ranked no. 5 in the world. Jwala Gutta was conferred with the prestigious Arjuna Award in Badminton. She also won a Bronze Medal in the Women''s Doubles Category at the World Championships. PV.V Sindhu, another Badminton star, won the Youth Commonwealth Games, Swiss International Challenge, Indonesian International Challenge, Maldives International Challenge and Tata Indian Open. In Table Tennis, Poulami Ghatak created history by winning the National Championship for a record 7th time. Soumyajit Ghosh won the Youth National Championships in Table Tennis and Bronze Medal at the World Junior Championship, World Junior Circuit Grand Final and Senior National Championships. He also represented India at the London Olympics. Another table tennis player, Sanil Shetty won three Gold Medals at the National Table Tennis Championships. All the above table tennis players represented India at the Asian and World Table Tennis Championships in 2012. In Hockey, Tushar Khandker and Birendra Lakra were part of the Indian hockey team that won the Olympic qualifier which enabled India to qualify for the London Olympics. Another hockey player, Ravi Pal was a member of the Indian team which won the Asian Champions trophy. Chess Grand Masters Abhijeet Gupta, P Harikrishna and Parimarjan Negi displayed outstanding performances in Elite International Chess tournaments. G. N. Gopal, P. Harikrishna, Parimarjan Negi and Abhijeet Gupta represented India at the World Team Chess Championships. Abhijeet Gupta, who is the current national champion, won Gold Medals at the Dubai Open, Vizag International and London Chess Classic Open tournaments. P Harikrishna won Gold Medals at the Asian Chess Championship and at the Cappelle La Grande International Open tournaments. Parimarjan Negi won a Gold Medal at the Baverian Open and Bronze Medals at the Dubai Open and Qin Huang Dao Open. In Cricket, Pragyan Ojha represented India in the Test Series against England and Australia. Manish Pandey and Jaydev Unadkat were part of the India ''A'' team on its tour to Australia. In Billiards, Devendra Joshi won a Silver Medal at the Jim Williamson World Open Billiards Championships. He also represented India in the World Billiards Championship. Manan Chandra represented India at the Asian Snooker and World Snooker Championships. In the physically challenged category, Joby Mathew won several Gold/ Silver Medals in the National Para Games and a Bronze Medal in the National Arm Wrestling Championship. He also represented India in the World Arm Wrestling Championship. 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 Ministry of Petroleum & Natural Gas (MOP & NG), Ministry of Social Justice and Empowerment and the Department of Public Enterprises relating to reservations / concessions for Scheduled Castes / Scheduled Tribes / Other Backward Classes. Mechanisms have been put in place to ensure sustained and effective compliance of the guidelines 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 MOP & NG to ensure proper compliance of the directives. SC/ST and economically backward students are encouraged by awarding scholarships to students completing their graduation or undertake courses at Industrial Training Institutes. 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). 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 continued to function at the Corporate, Regional, Refinery and major location levels, to take decisions based on the annual programme issued by Ministry of Home Affairs, besides the provisions of Official Language Act and Rules. These Committees perform the task of reviewing the progress made in Official Language Implementation on a quarterly basis. The first Sub - Committee of the Parliamentary Committee on Official Language carried out inspection of select offices and appreciated the overall work done so far in regard to Official Language implementation. The Corporation''s website is now available in Hindi in addition to English. Unlimited license for Hindi Software ISM V6 Office with Unicode features was procured and loaded in computers across all offices. Important manuals were made bilingual and most publicity material was prepared in Hindi and English. Competitions and cultural programmes were organized at various locations all over the country, on the occasion of Hindi Fortnight, which was celebrated during September, 2011. World Hindi Day was celebrated on 10th January, 2012 at all offices. CITIZENS'' CHARTER The Citizens'' Charter is always in the forefront of all activities of the Company. The Citizens'' Charter on marketing of petroleum products by BPCL has been put up on the corporate website. It broadly covers all aspects about the products marketed along with the customer''s rights like standard, quality, time frame of service delivery, grievance redressal mechanism, transparency and accountability that are available to the citizen. Further, it elaborates the selection guidelines procedure for dealers and distributors along with the third party audit for the services promised to the customer. It is a tool for ensuring transparency in educating and communicating with the customer and enhancing customer service levels. A well established system for Grievance Redressal is in place at various consumer contact points. The State Coordinators situated in all the States / Union Territories act as nodal officers for personal hearing in solving the grievances of the customers. Additionally, with effect from 1st April, 2012, all the Territory Managers of LPG and Retail have been appointed as nodal officers for personal hearing without appointment thrice a week at fixed hours. An internet based online Grievance Redressal Mechanism (Centralised Public Grievance Redressal and Monitoring System) of Government of India is helping in speedy redressal of grievances. A link to this site is available on the BPCL website. Also, toll free numbers are available to the customer so that they can call on these numbers from anywhere in the country for registering complaints / suggestions. Besides, BPCL has also made available a feedback module in its website for the customer. The Right to Information (RTI) Act 2005 has been implemented in BPCL since its inception. People across the organization are familiar with the Act. During the period ending 31st March, 2012, BPCL has provided information to 4,229 requests. 33 cases were referred to the Chief Information Commissioner, New Delhi. With increased awareness among the public and mushrooming of RTI activists across the country, the number of queries are increasing exponentially and accordingly from 1st April, 2012, BPCL has appointed 84 Central Public Information Officer (CPIO) and 11 Appellate Authorities against 3 CPIOs and 1 Appellate Authority in the previous year. VIGILANCE Corporate Vigilance, 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 proactive and preventive measures. As part of the preventive vigilance activities, Vigilance Officers, during their visits to Installations / Retail Outlets (ROs) / Depots, guided the officers and staff on the various procedures and guidelines of CVC / BPCL / MOP&NG. Inspections were conducted at 231 BPCL locations, 635 ROs and 230 LPG Distributorships as part of preventive vigilance. Based on the outcome of such inspections, preventive / administrative actions and system improvements were initiated. Chief Technical Examiner (CTE) type inspections of major projects/ works were undertaken and observations with specific recommendations were advised to the concerned departments. System studies were also carried out and recommendations based on the findings were advised. Vigilance has proactively enabled Business Units to identify vulnerable areas in their existing procedures / processes in major areas such as bill payments, dealer / distributor selections, reconstitution of dealerships / distributorships, file tracking, e-payments, etc. Workshops / seminars were designed on the case study model for concerned officers. Based on the feedback and inputs obtained through these, the required system improvements were recommended. In addition to the above roles, Corporate Vigilance conducted detailed investigation into the complaints and source information received. During the year, 532 complaints including 430 online complaints were received and investigated. In matters referred by CVC and MOP&NG, necessary investigations were carried out and recommendations given within the time-frame. A one day workshop conducted by Shri. Suresh Govindarajan on Complaint Handling, Report Writing and Investigation Techniques was organized at Mumbai for the Vigilance Officers. The Vigilance Awareness Period (31st Oct. - 5th Nov. 2011) was observed in the two Refineries and across all locations of BPCL. C&MD, in the presence of CVO and the Directors, administered the oath and this was webcast at all the locations throughout the country. The second issue of the vigilance journal Vigilance Plus was released and received excellent feedback. The online version of the newsletter of Vigilance Department - Vigilance Plus Online was brought out on the Intralink site in August 2011. Vendor Meets were conducted in three regions for feedback from important stakeholders. Slogan / essay / quiz competitions were conducted for employees / school children. A talk by Shri. T. R. Raghunandan, IAS (Retd) was organized at the Corporate Office. Widening the reach among the stakeholders, Corporate Vigilance introduced Integrity Clubs (ICs) last year 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 great response. This movement has now been extended to five more schools under Kendriya Vidyalaya Sangatan in Kerala. The activities of the IC at Kochi Refinery such as reaching out to the weakest and the needy have evoked an enthusiastic response from the public. To increase transparency in interface with vendors, contractors, suppliers and service providers, the coverage of tenders hosted on the corporate website has been increased and at present includes tenders of Original Equipment Manufacturers and Proprietary items also. The Integrity Pact has been implemented and was made mandatory for all tenders above Rs. 1 crore. Bill Payments Monitoring system has been rolled out and implemented across the Corporation. SUBSIDIARY COMPANIES Numaligarh Refinery Limited (NRL) NRL was incorporated in 1993 with an authorized capital of Rs. 1000 crores. It is a Mini Ratna company (Category I) and has a 3 MMTPA refinery at Numaligarh in Assam. BPCL holds 61.65% of the paid up equity in NRL as on 31st March, 2012. The refinery processed highest ever crude oil of 2.82 MMT of crude oil during the year 2011-12 as compared to 2.25 MMT processed in the previous year. As on 31st March, 2012 the Refinery completed 10 years of Lost Time Accident (LTA) free operations since the date of the last LTA on 18th February, 2002. NRL achieved highest ever turnover of Rs. 14,004.25 crores for the financial year ending 31st March, 2012 as compared to Rs. 8,955.14 crores in the previous year. The Company''s profit after tax for the year stood at Rs. 183.70 crores as against a profit of Rs. 279.26 crores in the previous year, which is due to high crude oil cost vis-a-vis product price realisation from the market. The earnings per share (EPS) for the year 2011-12 amounted to Rs. 2.50 as compared to Rs. 3.80 in 2010-11. The Board of Directors of NRL have recommended a dividend of Rs. 1 per share of Rs. 10 each for the current financial year as compared to Rs. 1.50 per share of Rs. 10 each for the previous year. NRL had a net worth of Rs. 2,699.26 crores and a book value of Rs. 36.69 per share as at 31st March, 2012. Bharat PetroResources Limited (BPRL) Bharat PetroResources Ltd (BPRL) was incorporated in the year 2006 as a wholly owned subsidiary company of BPCL with the objective of implementing BPCL''s plans in the upstream exploration and production sector. As on 31st March 2012, the authorized capital of BPRL is Rs. 3000 crores and the subscribed and paid up share capital of BPRL is Rs. 1100 crores. The exploration and production activities of BPRL and its subsidiary companies extend to 26 exploration blocks where they hold participating interests (PI). Of this, 11 blocks are in India and 15 are abroad. Besides India, BPRL has blocks in Australia, Brazil, East Timor, Indonesia, Mozambique and the United Kingdom. BPRLs total acreage in all these blocks is around 68,000 sq.km, of which approx 89% is offshore acreage. These blocks are in various stages of exploration. BPRL had formed a wholly owned subsidiary company, Bharat PetroResources JPDA Limited 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 B.V., Netherlands which in turn has incorporated 3 wholly owned subsidiary companies viz. BPRL Ventures B.V., BPRL Ventures Mozambique B.V. and BPRL Ventures Indonesia B.V., for undertaking exploration activities in various countries. BPRL Ventures B.V. 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 B.V. has participating interest of 10% in a block in Mozambique, and BPRL Ventures Indonesia B.V. holds participating interest of 12.5% in a block in Indonesia. BPRL earned income of Rs. 1.81 crores for the financial year ending 31st March, 2012 and had a loss of Rs. 88.94 crores as compared to income of Rs. 0.67 crores and loss of Rs. 18.98 crores for the financial year ending 31st March, 2011. 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 the Auditors'' Report of the Subsidiary Companies are not attached to the Balance Sheet of the Company. In compliance with the conditions of the 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 Subsidiary Companies and related detailed information are open for inspection to Members at BPCL''s Registered Office. Further, BPCL would make available / furnish these documents, on request, to any of its Members and 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 terminal with facilities like jetty, storage, regasification etc. to supply natural gas to various industries in the country. The Company has an authorised capital of Rs. 1200 crores. PLL was promoted by four public sector companies viz. BPCL, Indian Oil Corporation (IOC), Oil and Natural Gas Corporation Limited (ONGC) and GAIL (India) Limited (GAIL). Each of the promoters holds 12.5% of the equity capital of PLL. The other major shareholders include Gaz de France with a 10% equity stake and Asian Development Bank holding 5.2% of the equity capital of the Company. The balance 34.8% is held by the public. BPCL''s equity investment in PLL currently stands at Rs. 98.75 crores. As at 31st March, 2012, PLL had a net worth of Rs. 3,519.78 crore with a book value of Rs. 46.93 per share. PLL recorded a sales turnover of Rs. 22,696 crores in the financial year ended as on 31st March, 2012 as compared to Rs. 13,197 crores recorded in 2010-11. The net profit for the year stood at Rs. 1,057.54 crores as compared to Rs. 619.62 crores in the previous year. The EPS for the year 2011-12 amounted to Rs. 14.10 as compared to Rs. 8.26 in 2010-11. PLL has declared a dividend of Rs. 2.50 per share for the financial year 2011-12 as compared to Rs. 2 per share during the previous year. Indraprastha Gas Limited (IGL) IGL, a Joint Venture Company with GAIL as the other co-promoter, was set up in December, 1998 with an authorised capital of Rs. 220 crores for implementing the project for supply of Compressed Natural Gas (CNG) to the household and automobile sectors in Delhi. BPCL invested Rs. 31.50 crores in IGL for 22.5% stake in its equity. IGL has commissioned over 241 CNG stations which supply the environment friendly fuel to more than 4,30,000 vehicles. IGL has more than 2,40,000 domestic 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 Rs. 2,790.10 crores and a profit after tax of Rs. 306.43 crores for the financial year ending as on 31st March, 2012 as compared to a turnover of Rs. 1,951.50 crores and a profit after tax of Rs. 259.77 crores in the previous year. IGL has declared a dividend of Rs. 5 per share against a dividend of Rs. 5.0 per share in the previous year. IGLs net worth was Rs. 1,228.94 crores with a book value of Rs. 87.78 per share as at 31st March, 2012. The shares of the Company are listed on the Bombay Stock Exchange Limited, and National Stock Exchange of India Limited. 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 Rs. 100 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 23 CNG stations. SGL has achieved a turnover of Rs. 704.33 crores and profit after tax of Rs. 11.03 crores for the financial year ending 31st March, 2012 against a turnover of Rs. 455.58 crores and profit after tax of Rs. 27.56 crores in the previous year. The Company has not yet proposed dividend on equity shares for the financial year ending 31st March, 2012. Dividend of 15% was declared 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 Rs. 60 crores. The joint venture partners have each invested Rs. 15 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 (ILF&S). CUGL has set up 11 CNG stations. The Company has commenced its PNG operations. CUGL has achieved a turnover of Rs. 124.71 crores and profit of Rs. 21.13 crores for the financial year ending 31st March, 2012 as compared to a turnover of Rs. 73.37 crores and a profit of Rs. 12.30 crores in the previous year. The EPS for the year stood at Rs. 3.52 as against Rs. 2.06 in 2010-11. The Board of Directors has recommended a payment of dividend at Rs. 1.25 per share for the current year against Rs. 0.70 that was paid in the earlier 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 Rs. 100 crores. BPCL and GAIL have invested Rs. 22.50 crores each in MNGLs equity capital. The Maharashtra Government will hold a 5% stake in the Company. The balance equity shares have been subscribed by IDFC, IL&FS and Axis Bank as shareholders. The Company has set up 14 CNG stations so far. MNGL has achieved a turnover of Rs. 85.48 crores for the financial year ending 31st March, 2012 and profit of Rs. 12.10 crores for the year as against a turnover of Rs. 35.48 crores and profit of Rs. 0.03 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 Rs. 10 crores for providing into plane fuelling services at the new Bengaluru International Airport. The authorised share capital of BSSPL was subsequently enhanced to Rs. 20 crores. The two promoters have each subscribed to 50% of the equity share capital of BSSPL and BPCL''s present investment stands at Rs. 10 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 providing into plane fuelling services at the new T3 Terminal of Delhi International Airport. The Company is also planning to enter Calicut Airport and other nearby airports. BSSPL has achieved a turnover of Rs. 10.38 crores for the financial year ending 31st March, 2012 and profit of Rs. 1.50 crores as against a turnover of Rs. 8.72 crores and a profit of Rs. 1.24 crores in the previous year. BSSPL has declared a dividend of Rs. 0.40 per share for the current year as against Rs. 0.20 per share for 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 Bio-fuels in the State of Uttar Pradesh, with an authorized capital of Rs. 30 crores. The Company has been promoted by BPCL with Nandan Biomatrix Limited, Hyderabad and Shapoorji Pallonji Company Limited, through their affiliate. Each of the partners will have an equal stake in the equity capital of the joint venture. The project envisages plantation of Jatropha in 1 million acres (4,04,686 hectares) of marginal land which has the potential of generating employment / self employment for 1 million people and produce 1 million tonnes of Bio-diesel with an investment of Rs. 2,200 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 MGNREG Scheme. BREL has also embarked on a revenue generation stream by initiating action for nursery plantation and a seed collection centre. BREL has earned miscellaneous income of Rs. 0.06 crores for the financial year ending 31st March, 2012 and incurred a loss of Rs. 1.84 crores as against a miscellaneous income of Rs. 0.03 crores and a loss of Rs. 1.74 crores in the previous year. Matrix Bharat Pte Limited (MBPL) MBPL 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 Rs. 20 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 name of the Company has been changed from Matrix Bharat Marine Services Pte Ltd to Matrix Bharat Pte Ltd. The Company has begun the ex-pipe bunkering operations in August, 2008. The Company will also undertake 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. MBPL has achieved a turnover of USD 928.71 million and earned a profit of USD 0.33 million for the year ending 31st March, 2012 as compared to a turnover of USD 402.33 million and a profit of USD 0.40 million in the previous year. Petronet India Limited (PIL) BPCL has 16% equity participation with an investment of Rs. 16 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 Rs. 0.23 crores and a net loss of Rs. 0.25 crores for the financial year ending 31st March, 2012 as against income of Rs. 0.23 crores and a net loss of Rs. 1.46 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 PILs 26% equity in the three joint venture companies promoted by it is in progress. The Board of Directors of BPCL, in its meeting held in December 2006 accepted PILs 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 Rs. 49 crores for a 49% stake in the equity capital of PCCKL, a Joint Venture Company promoted with PIL with an authorised share capital of Rs.135 crores. The Company owns 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 2011-12 amounted to 2.21 MMT as against 1.87 MMT in the previous year. PCCKL registered a turnover of Rs. 69.50 crores and net profit of Rs. 20.34 crores for the financial year ending 31st March, 2012 as compared to a turnover of Rs. 54.87 crores and net profit of Rs. 8.91 crores 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 have subscribed to 37% of the share capital of the joint venture while the balance has been taken by DIAL. BPCLs onsite assets at the Delhi Airport were transferred to the Joint Venture. DAFFPL has registered a turnover of Rs. 122.75 crores and net profit of Rs. 32.34 crores for the financial year ending 31st March, 2012 as against a turnover of Rs. 96.05 crores and net profit of Rs. 34.67 crores in the previous year. 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-third successive year has entered into a Memorandum of Understanding (MOU) for the year 2012-13 with the Ministry of Petroleum & Natural Gas. BPCL has been achieving an Excellent performance rating since 1990-91. 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 BPCLs 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 the Secretarial Audit for the year 2011-12. 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 departures. 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 2012 and of the Statement of Profit and Loss 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. B.K. Datta, Executive Director (Supply Chain Optimization) was appointed as Additional Director with effect from 1.8.2011. The shareholders have appointed him as Director of the Company at the Annual General Meeting held on 16.9.2011. Shri. S. K. Joshi, Director (Finance) has superannuated on 31.8.2011. 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. S. Varadarajan, Executive Director (Finance) was appointed to the post of Director (Finance) of the Company from 1.9.2011. The shareholders have appointed him as Director of the Company at the Annual General Meeting held on 16.9.2011. Dr. S. Mohan, Director (Human Resources) has superannuated on 31.10.2011. 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. S.P Gathoo, Executive Director (HRS) was appointed as Additional Director with effect from 3.11.2011. He also assumed the office of Director (Human Resources) from that date in pursuance of appointment by the Govt. of India. As he has been appointed as Additional Director, he will hold office till the ensuing AGM. Notice under section 257 has been received proposing his name for appointment as Director at the ensuing Annual General Meeting (AGM). Shri. P K. Sinha, Special Secretary & Financial Advisor, Ministry of Petroleum & Natural Gas resigned from the Board with effect from 1.3.2012. 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. Prof. J. R. Varma was appointed as Additional Director with effect from 10.08.2012. As he has been appointed as Additional Director, he will hold office till the ensuing AGM. Notice under section 257 has been received proposing his name for appointment as Director at the ensuing AGM. Shri. B. Chakrabarti was appointed as Additional Director with effect from 10.08.2012. As he has been appointed as Additional Director, he will hold office till the ensuing AGM. Notice under section 257 has been received proposing his name for appointment as Director at the ensuing AGM. Shri. R.N. Choubey, Director General, Directorate General of Hydrocarbons, Ministry of Petroleum & Natural Gas was appointed as Additional Director with effect from 10.08.2012. As he has been appointed as Additional Director, he will hold office till the ensuing AGM. Notice under section 257 has been received proposing his name for appointment as Director at the ensuing AGM. Shri. I.PS. Anand, Shri. Haresh M. Jagtiani and Shri. Alkesh Kumar Sharma, Secretary, Investment Promotion, Government of Kerala, Directors, will retire by rotation at the ensuing AGM 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. T.R. Chadha & Co, Chartered Accountants, Mumbai and M/s. K. Varghese & Co, Chartered Accountants, Kochi, were appointed as Statutory Auditors for the year 2011-12, 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. The said firms have also been appointed as the Statutory Auditors for the financial year 2012-13 by the C&AG. COST AUDITORS During the year 2011-12, seven cost audit reports pertaining to the Refineries & Lube plants have been filed with the Ministry of Corporate Affairs on 28th August, 2011 and 30th August, 2011. The due date for filing these cost audit reports was 30th September, 2011. These cost audit reports pertain to the year 2010-11 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 2011-12. The due date for filing the cost audit reports for 2011-12 has now been extended till 31st December, 2012 by MCA. Necessary action is being taken to file the reports as required. ACKNOWLEDGEMENTS The Directors express their earnest appreciation for the untiring efforts of every employee of the Organisation without which BPCL would not have been able to achieve the challenging targets in all areas of operations. The Directors are thankful for the guidance received from different Ministries of the Government of India particularly the Ministry of Petroleum & Natural Gas and from various State Governments which has facilitated the smooth and efficient functioning of the Company. The Directors also acknowledge the continuing patronage and support extended to BPCL by all the stakeholders including customers, dealers, distributors, contractors and suppliers. The Directors would like to extend their sincere thanks to each and every shareowner for their unstinted support in all our endeavors. For and on behalf of the Board of Directors Sd/- Mumbai R. K. Singh Date: 10th August, 2012 Chairman & Managing Director

Source : Dion Global Solutions Limited

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