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Bharat Petroleum Corporation

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Directors Report Year End : Mar '19    Mar 18

Directors'' Report

The Board of Directors takes pleasure in presenting its Report on the performance of Bharat Petroleum Corporation Limited (BPCL) for the year ended 31st March, 2019.

PERFORMANCE OVERVIEW

Group Performance

During 2018-19, the aggregate refinery throughput of BPCL''s Refineries at Mumbai and Kochi, along with its Subsidiary Company Numaligarh Refinery Limited (NRL) and considering 50% throughput of Joint Venture Company (JVC), Bharat Oman Refineries Limited (BORL) was 36.76 Million Metric Tonnes (MMT) as compared to 34.72 MMT during 2017-18. The BPCL Group ended the year with Market Sales of 43.30 MMT as compared to 41.38 MMT during 2017-18. During the year, the BPCL Group exported 1.99 MMT of petroleum product as against 2.02 MMT during 2017-18.

During this Financial Year, the Group achieved Gross Revenue from Operations of Rs. 3,40,879.15 crores as compared to Rs. 2,79,437.99 crores in 2017-18. The Net Profit attributable to BPCL stood at Rs. 7,802.30 crores in 2018-19 as against Rs. 9,008.63 crores in the previous year. The Group has recorded Earnings per Share of Rs. 39.67 in the current year as against Rs. 45.80 in 2017-18 after setting off the minority interest.

CONSOLIDATED GROUP RESULTS

2018-19

2017-18

Physical Performance

Refinery Throughput (MMT)

36.76

34.72

Market Sales (MMT)

43.30

41.38

Financial Performance

Rs. in Crores

Gross Revenue from Operations

3,40,879.15

2,79,437.99

Profit before Depreciation, Finance Costs and Tax

17,149.77

16,955.38

Finance Cost

1,763.95

1,185.74

Depreciation & amortization expense

3,417.77

2,885.00

Share of profit of equity accounted investee (net of income tax)

937.32

1,288.88

Profit before Tax

12,905.37

14,173.52

Provision for Taxation - Current Tax

3,109.18

3,234.82

Provision for Taxation - Deferred Tax

1,367.53

1,452.24

Short/ (Excess) provision for Taxation for earlier years

(99.19)

(305.45)

Net Profit for the year

8,527.85

9,791.91

Minority Interest

725.55

783.28

Net Profit attributable to BPCL

7,802.30

9,008.63

Other Comprehensive Income attributable to BPCL

(1,173.05)

455.35

Total Comprehensive Income attributable to BPCL

6,629.25

9,463.98

Group Earnings per share attributable to BPCL (Rs.)

39.67

45.80

Company Performance

During the year 2018-19, the refinery throughput at BPCL''s Refineries at Mumbai and Kochi was 31.01 MMT as against 28.54 MMT achieved in 2017-18. The Market sales of the Corporation grew by 4.51 % to 43.07 MMT in 2018-19 from 41.21 MMT in 2017-18.

COMPANY STANDALONE RESULTS

2018-19

2017-18

Physical Performance

Refinery Throughput (MMT)

31.01

28.54

Market Sales (MMT)

43.07

41.21

Financial Performance

Rs. in Crores

Gross Revenue from Operations

3,37,622.53

2,77,270.54

Profit before Depreciation, Finance Costs and Tax

14,947.86

14,772.22

Finance Cost

1,318.96

833.25

Depreciation & amortization expense

3,189.28

2,653.00

Prof it before tax

10,439.62

11,285.97

Provision for Taxation - Current Tax

2,079.00

2,141.08

Provision for Taxation - Deferred Tax

1,316.48

1,434.58

Short/(Excess) provision for taxation of earlier years

(87.88)

(265.99)

Net Profit for the year (A)

7,132.02

7,976.30

Other Comprehensive Income (OCI)

(201.60)

9.14

Total Comprehensive Income for the year

6,930.42

7,985.44

Opening Balance of Retained Earnings (B)

5,027.35

3,074.56

Amount available for disposal (A B)

12,159.37

11,050.86

The Directors propose to appropriate this amount as under:

Towards Dividend:

Final Dividend of previous year

1,518.48

144.62

Corporate Dividend Tax on Final dividend of previous year

287.98

-

Interim Dividend

2,386.18

3,036.95

Corporate Dividend Tax on interim dividend

359.97

420.49

For transfer to Debenture Redemption Reserve

295.91

297.74

For transfer to General Reserve

2,500.00

2400.50

Income from BPCL Trust for Investment in Shares

(364.27)

(296.81)

Re-measurements of Defined Benefit Plans (Net of tax)

138.02

(24.39)

Effect of merger of Petronet CCK Ltd

44.41

For transfer to Deferred Income on account of implementation of Ind AS 115

39.79

Closing Balance of Retained Earnings

4,997.31

5,027.35

Summarized Cash Flow Statement :

Cash Flows:

lnflow/(0utflow) from Operating Activities

7,644.85

9,009.25

lnflow/(0utflow) from Investing Activities

(7,536.58)

(4,740.88)

lnflow/(0utflow) from Financing Activities

(87.49)

(4,422.92)

Net increase/(decrease) in cash & cash equivalents

20.78

(154.55)

BPCL''s Gross Revenue from operations for 2018-19 stood at Rs. 3,37,622.53 crores reflecting an increase of 21.77% over the previous year''s revenues of Rs. 2,77,270.54 crores. The profit before tax for the year was Rs. 10,439.62 crores as compared to Rs. 11,285.97 crores in 2017-18. After providing for Tax, (including deferred tax) of Rs. 3,307.60 crores, as against Rs. 3,309.67 crores during the last year, the Profit after Tax for the year stood at Rs. 7,132.02 crores as against Rs. 7,976.30 crores in 2017-18. Internal Generation during the year was lower at Rs. 7,449.44 crores as against Rs. 8,758.63 crores in 2017-18, mainly due to lower Profit after Tax.

The Earnings per Share amounted to Rs. 36.26 in 2018-19 as compared to Rs. 40.55 in 2017-18. The Earnings per Share is after adjustment of Bonus Shares issued during 2017-18 and BPCL Trust for Investment in Shares.

Ministry of Corporate Affairs (MCA) order dated 21.05.2018 approving the merger of Petronet CCK Limited (PCCKL) with BPCL was received on 31st May, 2018. PCCKL and BPCL have filed the MCA order with the Registrar of Companies at Kochi and Mumbai on 1st June, 2018 and PCCKL stands merged with BPCL w.e.f. 1st June, 2018. The appointed date of merger is 1st April, 2017. Accordingly, the financial statements for the period 2017-18 have been restated including the PCCKL operations.

As per Regulation 43 A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the top five hundred listed entities shall formulate a Dividend Distribution policy. Accordingly, a Dividend Distribution policy has been adopted, to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of Dividend to its shareholders and/or retaining the profit into the business. The policy is enclosed as Annexure J to the Board Report and is available on the Corporation''s website at http://www.bharatpetroleum.com/imaaes/ files/DDP%20Final%20File.pdf

BPCL''s contribution to the exchequer by way of Taxes, Duties and Dividend during 2018-19 amounted to Rs. 95,035.24 crores as against Rs. 89,725.13 crores in the previous Financial Year.

As on 31st March 2019, BPCL''s Total Equity stands at Rs. 36,737.68 crores, as against the previous year''s figure of Rs. 34,131.49 crores.

Dividend

The Board of Directors has recommended a Final Dividend of Rs. 8 per equity share (i.e. @ 80% of the paid up share capital) for the year on the paid-up share capital of Rs. 2,169.25 crores, which amounts to Rs. 2,092.12 crores inclusive of Rs. 356.72 crores for Dividend Distribution Tax. In addition, Interim Dividend of Rs. 11 per equity share (i.e. @ 110% of the paid up share capital) totaling to Rs. 2,746.15 crores, inclusive of Rs. 359.97 crores for Dividend Distribution Tax was declared and distributed during the year.

Transfer to Reserves

It is proposed to transfer Rs. 2,500 crores to the General Reserve and Rs. 295.91 crores to the Debenture Redemption Reserve out of the amount available in Retained Earnings and transfer Rs. 243.92 crores from Debenture Redemption Reserve to General Reserve.

Divestment of Shares

During the year, the Government of India disinvested 2,19,99,057 equity shares in favour of Bharat 22 ETF (an exchange traded fund comprising of PSU stocks). Consequently, the holding of the President of India in the equity share capital was reduced to 53.29% as at 31st March, 2019 from 54.31%.

Borrowings

Borrowings from banks increased to Rs. 11,952.11 crores as at 31st March, 2019 from Rs. 11,364.43 crores as at 31st March, 2018. Loans from Oil Industry Development Board stand at Rs. 1,358.50 crores as at 31st March, 2019 as compared to Rs. 1,357.94 crores at the end of the previous year. Debentures worth Rs. 1000 crores were issued during the year 2018-19. The total Debentures outstanding as at 31st March, 2019 was Rs. 2,299.32 crores as compared to Rs. 1,299.52 crores at the end of the previous year. 4.625% US Dollar International bonds issued during 2012-13 of USD 500 Million (equivalent to Rs. 3,447.27 crores) remained outstanding as on 31st March 2019. 3% Swiss Franc International Bonds issued during 2013-14 of CHF 200 Million (equivalent to Rs. 1,390.54 crores) remained outstanding as on 31st March 2019. 4% US Dollar International bonds issued during 2015-16 of USD 500 Million (equivalent to Rs. 3,436.12 crores) remained outstanding as on 31st March 2019. 4.375% US Dollar International bonds issued during 2018-19 of USD 500 Million (equivalent to Rs. 3,448.98 crores) remained outstanding as on 31st March 2019. Loans through Triparty Repo Settlement System (TREPS)/ Collateralised Borrowing and Lending Obligations (CBLO) of Clearing Corporation of India Limited stand at Rs. 1,000.00 crores as at 31st March, 2019 as compared to Rs. 1,500.00 crores at the end of the previous year. Commercial Paper outstanding as at 31st March 2019, amounts to Rs. 737.19 crores as compared to Nil at the end of the previous year.

The Corporation has received an interest free loan from the Government of Kerala amounting to Rs. 100 crores as an incentive under interest free loan assistance scheme.

Deposits from Public

The Corporation has not accepted any deposit from the public during the year. The amount of deposits, matured but unclaimed, at the end of the year were Nil. The unclaimed amount is being transferred to the Investor Education and Protection Fund after the respective due dates.

Capital Expenditure

Capital Expenditure, including investments in JVCs, Bharat Gas Resources Limited (BGRL) and exploration through a Subsidiary company during the year 2018-19 amounted to Rs. 10,992.80 crores (Budget estimate of Rs. 7,400.00 crores), as compared to Rs. 8,997.76 crores during the year 2017-18.

C&AG Audit on Financial Statements

The Comptroller and Auditor General of India''s (C&AG) comment upon or supplement to the Statutory Auditors'' Report on the Accounts for the year ended 31st March 2019 is annexed as Annexure E.

C&AG Audit on Other Matters: As at 31st March, 2019, there are seven pending published paras related to the C&AG audit. These relate to extension of credit facility to a defaulter company, implementation of PAHAL (DBTL) Scheme for LPG, Unwarranted collection of delivery charges from RGGLV consumers on sale of cylinders on cash and carry basis, payment of stagnation relief to employees, payment towards encashment of employee leave together with employer''s share of EPF contribution, payment of shift allowance to executives and payment to employees on the occasion of completion of 40 years by the Company and 50 years by Kochi Refinery

Operating Performance of Refineries in contravention of DPE Guidelines. The audit objections have been suitably replied to and the same are under their review.

Based on C&AG observations, shift Allowance scheme has been kept in abeyance from December, 2018 and company has taken up with MoPNG that this payment should be out of perks & allowances. Similarly on Long Service Award, the Company has taken up with MoPNG stating that this is not an unauthorized payment and may be permitted. The matters are under review.

REFINERIES

During the year 2018-19, the operational performance of the refineries has shown an increasing growth profile over the past year. The refinery throughput at BPCL''s Refineries at Mumbai and Kochi was 31.01 MMT as against 28.54 MMT achieved in the previous year. BPCL achieved a Gross Refining Margin (GRM) for the year 2018-19 at USD 4.58 per barrel (Rs. 7,319 crores), as compared to USD 6.85 per barrel (Rs. 9,356 crores) realized in 2017-18.

On the historic day of 27th January 2019, Bharat Petroleum''s Integrated Refinery Expansion Complex at Kochi Refinery was dedicated to the nation by Hon''ble Prime Minister of India, Shri Narendra Modi in the most distinguished presence of the Governorof Kerala, Justice P. Sathasivam, Hon''ble Chief Minister of Kerala, Shri Pinarayi Vijayan and Union Minister for Petroleum and Natural Gas and Minister for Skill Development and Entrepreneurship, Shri Dharmendra Pradhan. The foundation stone of Bharat Petroleum''s Petrochemical Complex at Kochi Refinery and the Skill Development Institute at Ettumanoor were also laid on this historic day. Post this mega-expansion, Kochi Refinery is now the largest public sector refinery with an installed refining capacity of 15.5 Million Metric Tonnes Per Annum (MMTPA).

Parameters

Mumbai Refinery (MR)

Kochi Refinery (KR)

2018-19

2017-18

2018-19

2017-18

Crude Processed (MMT)*

14.77

14.05

16.05

1410

Total Throughput (MMT)*

14.78

14.29

16.23

14.25

Capacity Utilisation (%)

123.08

119.08

103.54

114.91

GRM (USD/bbl) **

4.92

7.26

4.27

6.44

GRM (in Rs. Crores)

3,816

5,023

3,503

4,333

*highest ever for both the refineries

**the decrease in GRM over the previous year is mainly due to decrease in cracks of Motor Spirit and Naphtha

Products

MR

KR

Distillate Yield (%)

82.5

82.5

Transportation (vol % on crude oil processing)

72.5

76.1

Motor Spirit (TMT)*

2,712

2,666

HSD (TMT)*

6,589

7,849

*highest ever for both the refineries

MARKETING

During the year 2018-19, BPCL''s market sales volume was 43.07 MMT as compared to 41.21 MMT in the previous year, registering a growth of 4.51%. BPCL''s market share amongst the public sector oil companies was 23.83% as at 31st March 2019, as compared to 23.75% at the end of the previous year, an increase of 0.08%.

A detailed performance report of the Marketing function is given in the Management Discussion & Analysis Report (MD&A).

PIPELINES

The BPCL Group owns a network of 2241 KMs of multiproduct pipelines with design capacity of 17.84 MMTPA. In FY 2018-19, Pipelines achieved a throughput of 15.34 MMT of petroleum products (2.47 % increase over previous year). Petroleum product movements through pipelines was 6108 MMTKM in the year 2018-19, which is about 7% higher than previous year.

Petrol and Diesel continue to be the major products that the pipelines transport. In addition, the transportation of Superior Kerosene Oil (SKO), Aviation Turbine Fuel (ATF), Liquefied Petroleum Gas (LPG) and other products to key locations through the pipeline network has resulted in reduction in carbon footprint during the year.

Post approval from Ministry of Corporate Affairs, the merger of Petronet CCK Limited (PCCKL) with BPCL was effected from 1st June, 2018. BPCL continued uninterrupted product supplies in Kerala through CCK pipelines even during the Kerala floods.

BPCL has also firmed up pipeline expansion plans with a vision to double its Pipelines Network by the year 2024-25. BPCL is a JV partner with IOCL and HPCL in laying the world''s longest LPG pipeline from Kandla to Gorakhpur. The Kandla-Gorakhpur LPG Pipeline project envisages laying a pipeline of length 2757 km with a capacity of 8.25 MMTPA. The foundation stone for this pipeline was laid at Gorakhpur by Hon''ble Prime Minister on 24th February 2019.

MAJOR PROJECTS

Ennore Coastal Terminal Project

The project envisaged construction of a Petroleum Oil and Lubricants (POL) terminal at Ennore with tankage of 109 TKL, receipt facility through tanker and 16 bay gantry.

The approved cost of the project was Rs. 393.00 crores and the project was completed as per schedule in April 2018.

Heat Traced Pipeline in Kochi Refinery

The project envisaged laying of a Heat Traced pipeline and associated facilities in Kochi Refinery for transporting High Pour products. The approved cost of the project was Rs. 337.06 crores and the project was completed as per schedule in August 2018.

Heat Traced Pipeline in Mumbai Refinery

The project envisaged laying of a Heat Traced pipeline and associated facilities in Mumbai Refinery for transporting High Pour products. The approved cost of the project was Rs. 193.49 crores.

The project was scheduled for mechanical completion in January 2019, but it was completed in November 2018 ahead of schedule.

Gasoline Hydro Treatment Unit (GTU) at Mumbai Refinery

The project envisages installation of a Gasoline Hydro Treatment Unit (GTU) to produce 100% BS VI MS (Motor Spirit). The approved cost of the project is Rs. 554.00 crores.

The project has achieved a physical progress of 88.70% as on 31.03.2019. The project is scheduled for mechanical completion by December 2019.

Propylene Derivative Petrochemical Project (PDPP) at Kochi Refinery

The project envisages production of niche petrochemicals utilizing Polymer Grade Propylene produced from the Petro FCCU being set up as part of I REP. The PDPP project envisages production of Acrylic Acid, Oxo Alcohols and Acrylates, utilizing approximately 250,000 MT per annum of Polymer Grade Propylene. The approved cost of the project is Rs. 5245.96 crores.

The project has achieved an overall physical progress of 92.10% as on 31.03.2019 with scheduled mechanical completion in August 2019.

BS-VI Motor Spirit Block Project (MSBP) at Kochi Refinery

The project envisages putting up facilities for the production of 100% BS VI grade MS from Kochi Refinery to meet the Auto Fuel Vision and Policy 2025 requirements. The approved project cost is Rs. 3288.96 crores.

The physical progress is 56.10% as on 31.03.2019. The project will be completed in two phases. Facilities for production of BS VI MS shall be completed to supply BS VI MS by February 2020 and balance facilities for maximization of Naphtha to MS will be mechanically completed by June 2020 as per schedule.

Production of Polyols, Propylene Glycol, and Mono Ethylene Glycol at Kochi Refinery

The project envisages production of propylene based niche petrochemicals with high growth rate and demand such as Polyols, Propylene Glycol and Mono Ethylene Glycol utilizing propylene and ethylene feed stock from Kochi Refinery. The preliminary cost estimate for the project is approx. Rs. 11,130.00 crores.

The licensors for various units have been finalised and the Project Management Consultant award is in process. The firmed up cost and time schedule will be finalised after detailed design and engineering.

2G Ethanol Bio-refinery at Bargarh (Odisha)

The project envisages setting up a Second Generation (2G) Bio-refinery to produce 100 KLPD Ethanol using 400 MTPD lignocellulosic Biomass as feedstock (rice straw/ maize stalk) using indigenous technology. The 2G Ethanol produced will be used for blending in MS. The project has achieved overall physical progress of 12.86% as on 31.03.2019.

LPG Import Facility at Haldia

The project envisages construction of two 15 TMT refrigerated storage tanks for Propane & Butane, facilities for ocean tanker unloading, Propane and Butane heating, Ethyl Mercaptan dosing and bulk dispatches. This also entails laying of a twin pipeline (one for Propane and the other for Butane) from the jetty to the terminal.

The approved cost of the project is Rs 1097.54 crores. All facilities inside the terminal have been mechanically completed in December 2018 as per schedule and the pipeline from Jetty to the terminal is expected to be completed by November, 2019.

POL Terminal with Railway Siding at Pune

The project envisages construction of a new rail fed POL terminal at Pune with approximately 45 TKL storage tanks, 12 bay tank lorry gantry, full rake single spur railway siding and associated firefighting facilities. The approved cost of the project is Rs. 282.64 crores.

The project has achieved overall physical progress of 46.00% as on 31.03.2019. The project is scheduled for mechanical completion in August 2020.

Coastal Terminal with Railway Siding at Krishnapatnam

The project envisages setting up of a coastal terminal and railway siding at Krishnapatnam port. The approved cost of the project is Rs. 580.20 crores.

The project has achieved overall physical progress of 10.00% as on 31.03.2019. The project is expected to be completed in 36 months from the effective date as per the agreement with M/s Krishnapatnam Port Co. Ltd.

Resitement of Raichur Depot to Gulbarga

The old Raichur Depot is proposed to be resited to Gulbarga on revised safety considerations, and it will meet the market demand from a new location on Karnataka Industrial Area Development Board land of 56.2 acres near Nandur railway head in Karnataka. The approved cost of the project is Rs. 206.26 crores.

The project has achieved overall physical progress of 5.00% as on 31.03.2019. The project is scheduled for mechanical completion on 31.12.2020.

Mumbai Manmad Pipeline Re-routing

The project envisages laying of a 50 Km long 18 Dia pipeline for rerouting of the Mumbai Manmad Pipeline section, construction of 3 Sectionalising Valve stations (SV stations) and associated facilities. The approved cost of the project is Rs. 449.58 crores.

The project has achieved overall physical progress of 69.12% as on 31.03.2019. The project is scheduled for completion in December 2019.

Multiproduct Pipeline from Bina Dispatch Terminal to POL Terminal at Kanpur

The project envisages laying of approx. 355 Km multiproduct pipeline for a throughput of 3.5 MMTPA from Bina Dispatch Terminal to POL Terminal at Panki, Kanpur for transporting MS/HSD (High Speed Diesel) & SKO, augmentation of tankage at Panki Terminal, Kanpur along with the railway loading siding. The approved cost of the project is Rs. 1524.06 crores.

The project has achieved overall physical progress of 4.00% as on 31.03.2019. The project is scheduled for completion in December 2021 i.e. 36 months from Petroleum and Natural Gas Regulatory Board authorization.

Multiproduct Pipeline from Irugur to Devangonthi

The project envisages laying of a 294 Km long 16 Dia Multiproduct POL cross-country pipeline from Irugur (Tamil Nadu) to Devangonthi (Karnataka).

The project has achieved overall physical progress of 5.20% as on 31.03.2019. The project is on hold from December 2014 due to non-availability of clearance for RoU in the Tamil Nadu portion. The revised cost and time schedule will be prepared after RoU clearance in Tamil Nadu.

RESEARCH & DEVELOPMENT (R&D)

R&D plays a pivotal role in expanding the knowledge base, creating new technologies, niche products and future capabilities. The R&D centers of BPCL are involved in developing cutting edge technologies, innovative products/processes and cleaner fuels to increase the Company''s profitability and reduce the environmental footprint.

Corporate R&D Centre (CRDC) at Greater Noida, Uttar Pradesh and Product & Application Development (P&AD) Centre at Sewree, Mumbai are continuously striving for value creation through research activities.

In view of the said objective, CRDC actively deals in the areas of catalyst development, biofuels, process modeling & simulation, reactor technology development, crude oil characterization and compatibility, residue upgradation, petrochemicals, niche products & additive development and waste utilization. The key objective of this center is to provide support to all business units through advanced technical services, develop innovative products and processes in niche areas and improve processes through technological innovation.

On the other hand, P&AD comprises R&D, Technical Services, Quality Assurance and the MAK Centre of Excellence. The research activities being conducted in P&AD setup provide a competitive advantage to business operations through continuous innovation in the area of lubricants, new product development, providing value-added services to customers, imparting technical training and testing of fuels and lubricants. R&D has contributed significantly to the business volume and profitability through the development of new grades and alternate formulations. This has helped to increase BPCL''s product portfolio and reduce input cost.

The MAK Centre of Excellence provides functional training by classroom, field level and online modes. Such training enables the Lubes management staff and channel partners to perform effectively in the field and enhance business development.

In a continued endeavour to ensure quality products reach our end customers, Quality Assurance (QA) capabilities have been enhanced by commissioning a new laboratory at Navegaon, Ahmedabad and introducing five additional state-of-the-art mobile laboratories for testing of lubricants at customer premises.

The benefits derived during FY 2018-19 due to research activities have been summarized in Annexure A.

NON-CONVENTIONAL ENERGY

To mitigate the climate change threats arising out of use of conventional power and also to meet the nation''s target of developing 175 GW power from renewable energy sources by 2022, BPCL has now completed construction of 9 out of the planned 10 rooftop and ground mounted captive solar plants in 5 installations / depots and 5 LPG plants. The total capacity of these completed plants is 3.87 MW. BPCL is also developing hybrid solar plants in 18 Company owned large format retail outlets across India. Projects are in tendering process. These plants are being developed as pilot projects, where rooftop solar plants with battery storage will be incorporated.

Rooftop solar units were also installed in 96 retail outlets in FY 2018-19, taking the number of total solarized retail outlets to 1313.

INDUSTRIAL RELATIONS

The Industrial Relations climate remained harmonious and peaceful across the Corporation. There were no cases of any industrial unrest. Management and Unions continued to discuss and deliberate on various topics pertaining to health and safety, work-related practices, business process improvement, etc. through regular structured meetings so as to enhance productivity and foster well-being.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Contribution towards the society and working for the welfare of the underprivileged is ingrained within the corporate values of BPCL. Even before the CSR mandate came into effect, BPCL has contributed significantly to the development of communities nationwide. BPCL has consistently contributed towards the goal of achieving Sustainable Development and made significant progress in the core thrust areas of Education, Skill Development, Water Conservation, Community Development and Health & Hygiene.

The Corporation partners with several capable and credible organisations, thereby supporting projects that benefit the underprivileged and marginalised sections of society. CSR initiatives are undertaken based on social, environmental and economic considerations. While the Company continues to undertake new initiatives, BPCL has exited from those projects that have been completed successfully.

Skill Development

To strengthen the ''Skill India'' initiatives of the Government of India, BPCL is continuing its support for the promotion of higher education and employability skills towards Skill Development Institutes (SDIs) at Visakhapatnam, Bhubaneswar, Ahmedabad, Guwahati & Raebareli. BPCL has taken lead in setting up a state-of-the-art SDI in Kochi and has trained 312 persons from lower socio-economic background. SDI Kochi is presently extending courses aligned to the National Skills Qualification Framework (NSQF) of the Central Government with affiliation to respective Sector Skill Councils and National Skill Development Corporation (NSDC). With an excellent placement record, SDI is presently training its fifth batch of students.

Bharat Petroleum''s Skill Development initiatives under CSR found a great resonance all over the State of Kerala during the visit of Shri Narendra Modi, Hon''ble Prime Minister of India, to Kochi Refinery on 27th January 2019. During the occasion, he laid the foundation stone of the proposed second campus of the SDI to be established by BPCL along with other oil companies. This is to be set up on 8 acres of Government of Kerala leased land at ITI Campus, Ettumanoor. It is planned to train 1000 students every year in 20 different trades.

Skill development initiatives of CSR focus on placement/ employment-linked skilling of women, unemployed youth and the disabled.

One such high impact project is training of 792 leprosy affected youth in various trades like Motor Vehicle Mechanic, Welder, Computer Operator, Programming Assistant in 6 centres viz. Nashik, Champa, Faizabad, Bankura, Vadathorasalur and Vizianagaram. Similarly, BPCL has projects for training 75 visually impaired youth in Acupressure and Massage Therapy in Latur.

Several employment based skill development programs for the underprivileged in many aspirational districts have also been undertaken and supported.

Education

There is no denying that education is one of the most fundamental enablers for realizing India''s demographic advantage. Lack of access to quality education is a huge obstacle to development of an equitable society and a sustainable economy. BPCL''s flagship education projects have been replicated and scaled up at various locations in India. The Computer Assisted Learning (CAL) project is one such project promoting education through digital literacy for students till the 10th standard in low income schools of Uran, Lucknow, Mumbai and Jaipur. Project CAL has been replicated in 47 centres located in Municipal Corporation of Greater Mumbai (MCGM) school buildings & 20 schools in Washala, a tribal village in Thane district. The intervention focuses on improving children''s learning levels in Mathematics and Language through the use of computers. More than 1 lakh children have been benefited under this initiative since its inception.

Impacting the lives of children through supporting their educational pursuits has been the aim of our projects. 50

Shiksha Kendras were supported in most rural parts of Rajasthan to reduce the dropout rates and increase the learning levels of children.

One of BPCL''s flagship projects for teacher & school leader training, Saksham has completed its sixth batch successfully. This set of primary/upper primary teachers and headmasters from 69 low income/Government schools of Mumbai were taken through a series of sessions on various topics, both pedagogical and management related. This project encourages teachers to use new techniques for teaching, classroom management as well as developing new teaching materials according to the differential needs of the class. This year, 162 primary/ upper primary teachers and school leaders were trained throughout the year.

A structured component of ''employee volunteering programme - Once upon a time'' is also an intrinsic part of the project where BPCL employees get a chance to recite moral based stories on Saturdays to children from low income schools of Mumbai.

Water conservation

Water is at the core of sustainable development and is critical for socio-economic development, energy and food production, healthy ecosystems and for human survival itself. The importance of water has risen from micro to macro issues; therefore, BPCL''s Project BOOND, a water conservation project, through rainwater harvesting aims at transforming villages from water scarce to water positive. Through various projects, BPCL has engaged the communities in the various activities involved, be it through formation of village level associations, children''s clubs, micro-finance groups or farmer federations, thereby working towards ensuring sustainability. BPCL has successfully reached out, both directly and indirectly to the communities in the villages through the desilting of tanks, supply channels and link channels in the chain, strengthening of bunds, check-dams, village ponds, repair /reconstruction of structures for water regulation, setting up roof rainwater harvesting, thereby increasing the availability of water. This project, which is ongoing in the states of Tamil Nadu and Karnataka, has reached out to 42 villages in the year. This has increased agricultural yield and horticulture produce, contributing towards reduced migration.

Community Development

The Company''s Community Development initiatives seek to empower individuals, groups of people and families with the amenities they need to effect change within their communities. The projects are based on extensive need assessment and focus on providing sustainable solutions that engage the community that is benefited. BPCL has supported a mega project of integrated development of communities in district Gadchiroli situated in the south-eastern corner of Maharashtra, which includes interventions on water harvesting, safe drinking water sustainable livelihood program, establishment of libraries, central kitchen etc.

Health & Hygiene

The Corporation has reached out to larger sections of marginalized societies through innovative, value-driven and well-designed projects, that brought out consciousness towards health being the most important factor in overall development of the communities. The Company has continued sustained efforts in improving access to quality primary healthcare services including projects that reach out to the cancer affected, provide free surgeries and also strengthen the existing healthcare infrastructure across the country.

One of the major projects undertaken in the most difficult terrains of Aspirational Districts is for development of affordable cancer care for the population in Darrang, Assam. The project will ensure health promotion, cancer awareness, cancer prevention, early detection, screening and high quality treatment with palliative care.

With an objective of reducing the burden of avoidable disability in rural communities, BPCL has supported the world''s first hospital on a train, by providing over 16,500 patients with both, surgical and non-surgical medical aid in addition to training healthcare providers. Alongside the targeted healthcare interventions, projects have been undertaken for providing clean drinking water to communities and nutrition to underprivileged children.

One of the iconic projects, for which support has been initiated is for the effective prevention and control of Acute Encephalitis Syndrome (AES) in Gorakhpur region, Uttar Pradesh. Due to huge unmet needs related to primary healthcare in Gorakhpur region, children affected with AES do not receive primary treatment in time. By the time the cases are referred to hospitals, it is often too late. Therefore, the project has been established to tackle the issue in Gorakhpur region.

The Corporation enthusiastically participated in ''Swachh Bharat Abhiyan'', the flagship movement of the Government of India. BPCL has been relentlessly working towards making Bharat ''Swachh''. The Corporation aims and contributes in creating an ''Open Defecation Free'' country through the construction and renovation of more than 3,500 toilets in schools and communities till date.

In an effort to make our cities cleaner and greener, one of the prodigious efforts of BPCL was a Solid Waste Management project involving collecting, segregating/ processing and recycling waste in 33 micro-composting centres. BPCL''s support has continued to the Swachh Iconic Place project in Kalady, the birth place of Shri Adi Sankaracharya.

Some of the new and innovative initiatives undertaken by the Mumbai Refinery CSR team targeted to energise all surrounding stakeholders were the introduction of a 24x7 Emergency Mobile Ambulance, a Mobile Medical Dispensary, a dedicated allopathy clinic, free cancer screening & medical camps under Project ''Swasthya'', a dedicated Student Scholarship Scheme - ''BPCL Ratna'' for economically backward and SC/ST students, a unique Women''s Empowerment initiative through Self-help groups, project for manufacturing Sanitary Napkins, a Vocational Training (MCVC) program - ''Project Kaushalya'' and a placement linked skill training for 100 youth, to name a few.

BPCL-Kochi Refinery has undertaken various community development activities in its surroundings for the last four decades. ''Roshni'' Learning Enhancement Project for the children of interstate labourers was one of the major educational projects of the year 2018-19. Around 750 children were benefited from this project, which aims to bring students into the mainstream of society by acquiring proficiency in Malayalam and English, by taking extra morning classes by language experts using the Code-Switching strategy. Similarly, several projects are completed for providing nutrition, improved facilities and quality education in Government schools including those for tribal children, e.g. Ekalvidyalayas.

BPCL, through its Kochi Refinery, extended tremendous support to the Kerala flood-affected victims in Thrissur, Ernakulam, Pathanamthitta, Kottayam and Alleppey. BPCL employees volunteered towards relief work and the cleaning of houses which were affected by the flood. BPCL also conducted multi-specialty medical camps in locations which were badly hit by the flood.

The refinery also contributes to the care of poor cancer patients by construction of a Rehabilitation and Palliative Care Center of Cancer Foundation near our Shore Tank Farm at Puthuvypeen. Trauma Care is another area of focus and dedicated Trauma Care Units are being constructed at Ernakulam General Hospital and Koothuparambu Taluk Hospital in Kannur District.

Support was continued for the Home Based Rehabilitation Project, which is to support differently abled children who cannot make it to special schools. BPCL also undertakes

a project for the care & support of HIV/Aids affected persons in seven districts of Kerala.

The Annual Report on CSR activities in the specified format is provided in Annexure B. The CSR Policy may be accessed on the Company''s website at the link https://www.bharatpetroleum.com/social-responsibilitv/ corporate-social-responsibilitv/policv.aspx

PROMOTION OF SPORTS

BPCL sportspersons continued to excel in the national as well as international sports arena in the year 2018-19. Ace Badminton Player Saina Nehwal was the star performer for India at the 2018 Asian Games. She assured a medal for India after defeating World''s no.5, Ratchanok Intanon, in the quarterfinals. In the Semi-Final, she went down fighting against World''s no.1 Tai Tzu Ying of Chinese Taipei settling for the Bronze Medal.

BPCL Kabaddi players, Rishank Devadiga and Girish Ernak were part of the Indian Kabaddi Team which won the Bronze Medal at the Asian Games. Five BPCL Hockey players - SV Sunil, Birendra Lakra, Harmanpreet Singh, Lalit Upadhyay & Varun Kumar, were part of the Indian Hockey Team which won the Bronze Medal at the Asian Games. Star Cricketer Kuldeep Yadav became the third bowler for India to take a hat-trick in the One Day International. Kuldeep took his first five wicket haul in the T-20 Internationals against England.

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 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. An adequate monitoring mechanism has 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 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 pursuing courses at ITI & Secondary School education up to graduation level.

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 SC/ ST/OBC candidates and Persons with Disabilities are enclosed as Annexure C.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

BPCL has continued its compliance towards the implementation of Official Language, as per the Annual Program 2018-19 issued by Department of Official Language, Government of India, Ministry of Home Affairs. The Corporation has formed and updated all the essential committees viz. OLIC (Official Language Implementation Committee), TOLIC (Town Official Language Implementation Committee) etc. at the Regional Office/ Location/Refinery levels, thus framing a robust system to review and evaluate the progressive usage of Hindi on a quarterly, half-yearly and yearly basis.

Various accolades have been received by the Corporation for implementation of the official language, Hindi. Co-ordination Dept. of Northern Region was graced with the 1st Prize; Noida Regional Office received the 2nd Prize; Eastern Regional Office, Kolkata was conferred the 1st Prize; and Kurnool LPG Plant bagged the 2nd Prize for ''Best Official Language Implementation'' for the year 2017-18 from TOLIC, Delhi (Undertakings); TOLIC, Noida; TOLIC, Kolkata and TOLIC, Kurnool respectively.

Goa Territory Office received the prestigious 1st Prize for Best Implementation of Official Language under ''C'' Region from Dept. of Official Language, Ministry of Home Affairs. Kochi Refinery marked two milestones by winning the Official Language Rolling Shield Championship Trophy along with ''Jwaladhwani'' as the ''Best House Journal'' from TOLIC, Kochi.

BCPL Corporate Office, along with other Regional Offices/ Refineries/Locations, observed Hindi Fortnight/Week during the month of September, 2018 by organizing unique competitions, programs and various cultural activities. Notable days/milestones/projects/pledges of national importance have also been celebrated and organized in Hindi. World Hindi Day was also observed on 10th January, 2019 across all the offices of BPCL.

As a part of encouraging employees'' children for promoting Hindi, 395 children were given Official Language Prizes for scoring more than 60% marks in Hindi subject in 10th and 12th Classes. All the Regions and Refineries organized Hindi Coordinators Meets for annual review and to devise new initiatives for progressive usage of Hindi across the Corporation. Hindi Training and Workshops on Indie bilingual software, voice-typing, machine translation and Quarterly Progress Report were organized on an all India basis for imparting enhanced and important techniques of compliance.

CITIZEN''S CHARTER, PUBLIC GRIEVANCE REDRESSAL (PG), CUSTOMER CARE SYSTEM (CCS) & RIGHT TO INFORMATION (RTI)

''Customer Centricity'' being one of its core values, BPCL advocates the philosophy that customers and their convenience are integral to all its business operations and redressing customer complaints is the key to success.

BPCL is sensitive to the service levels offered to its customers across every touch point, in constant pursuit of excellence and its commitment to enhance customer experience. These touch points are discussed below.

Citizen''s Charter

The Citizen''s Charter published on BPCL''s website provides details of a range of services offered to customers with an overview of the marketing activities of the Corporation, policy guidelines and processes on marketing of petroleum products. It covers the mandate of the Corporation, customer rights with respect to standards, quality, time-frame for service delivery, the grievance redressal mechanism, etc.

Public Grievance Redressal (PG)

Public Grievance in BPCL is monitored through the Centralized Public Grievance Redress and Monitoring System (CPGRAMS), which is an online web-enabled system, viz. https://www.pgportal.gov.in/. developed by National Informatics Centre (NIC) and Department of Administrative Reforms and Public Grievances (DARPG).

Grievances received from the public are centrally scrutinized at the corporate level and sent for redressal to various Strategic Business Units (SBUs)/Entities through a well-established online network with an escalation matrix to ensure timely & qualitative closure.

BPCL redressed and closed 6,539 grievances out of 6,730 grievances received in FY 2018-19 with an average disposal time of 13 days, as against the norm of 30 days fixed for disposal.

Customer Care System (CCS)

To enable customers to log their complaints and feedback, BPCL operates a centralized Customer Care System (CCS) portal titled ''SmartLine'' for their timely redressal.

1800 22 4344 is a ''Ek Call.....Sab Solve'' solution to listen to and address queries, suggestions and customer grievances received from any touch point. Designed to track every interaction with an in-built escalation matrix,

CCS is an interactive platform for customers through dedicated toll free numbers, as well as web-based access connect with BPCL. Regular feedback is taken from customers to meet their requirements and enhance service standards.

Right to Information (RTI)

BPCL is a Public Authority under the RTI Act, 2005 and complies with all the requirements of the RTI Act, 2005. BPCL receives and handles RTI requests through the RTI online portal at www.rtionline.gov.in, which is a unified RTI portal of the Government of India. BPCL''s Corporate Website, www.bharatpetroleum.in, has a separate section earmarked on RTI for better understanding of the public at large. Suo motu disclosure under section 4(1 )(b) of the Act is updated regularly.

Select officers across the country, representing different departments, have been designated as Central Public Information Officers (CPIOs) and First Appellate Authorities (FAAs) to handle the RTI requests received from Indian citizens. BPCL has 88 CPIOs and 12 Appellate Authorities (AAs) spread across the length and breadth of the country, covering major SBUs like Retail, LPG, Aviation, Mumbai Refinery, Kochi Refinery and Entities like HR and International Trade.

BPCL is now aligned to the RTI Online Portal of Department of Personnel and Training (DoPT) and also continues to use its old in-house RTI package to attend to old RTI cases, which have gone for a second appeal. Regular interactions are carried out with the CPIOs by providing Guidelines, Circulars, Newsletters and Case Studies from the Corporate Office.

BPCL also regularly keeps updating the CPIOs and AAs with various CIC Decisions, thus ensuring that there is no penalty or stricture passed by CIC. All CPIOs and AAs, along with their staff, have been trained to independently handle the RTI Online Portal for addressing RTI applications.

During the year 2018-19, BPCL received 3,788 RTI queries and 477 appeals. All the RTI queries and appeals were replied on time. The RTI Act, 2005 was implemented on 12.10.2005 and since then, in this journey of effective RTI implementation of over 13 years, BPCL has handled 37,334 RTI applications, 5,344 first appeals and 929 second appeals addressed to Central Information Commission (CIC).

BPCL was awarded as the Second Best PSU for implementing RTI for the year 2017-18 by the prestigious Public Relations Society of India. This award was in appreciation of sincere efforts and dedication in implementing and spearheading the process of the RTI Act.

MICRO & SMALL ENTERPRISES

BPCL works resolutely and ensures that it supports the Government of India''s policy of supporting MSEs viz. Public Procurement Policy (PPP) for MSEs Order, 2012. While all the high value tenders at BPCL are through the open tender route, the ''General Conditions of Contract'' (GCC) and ''General Purchase Conditions'' (GPC) of press tenders have the Purchase Preference clause for MSEs.

BPCL has achieved the target of 25% procurement of its Goods and Services from MSEs under the PPP for MSEs Order, 2012 and its amendment of November 2018. BPCL also ensured that 3% of the total tender quantity is reserved for women entrepreneurs.

The Company also organized 95 vendor meets/workshops across India at Retail locations, Regional Offices and Refineries to promote the PPP for MSEs. BPCL teams participated in 20 Vendor Development Programmes cum Exhibitions conducted by Micro, Small and Medium Enterprises -Development Institute (MSME-DI), National Small Industries Corporation (NSIC) in association with Confederation of Indian Industry (Cll) and Federation of Indian Chambers of Commerce and Industry (FICCI) at Mumbai, Rajkot, Surat, Raipur, Kolkata, Chandigarh, Aurangabad, Ernakulum, Trivandrum, etc.

A Premier Vendor Workshop was held during November 2018 wherein Deputy Director, MSME-DI, Mumbai made a detailed presentation on benefits of PPP for MSEs Order, 2012 and its amendment to the vendors. A fortnight long Entrepreneurship Development Programme was conducted by Kochi Refinery during March 2019 to encourage budding SC/ST entrepreneurs to develop in their respective fields. A total of 26 SC/ST candidates were trained in the programme. BPCL was awarded the second runner up prize in the Maharatna Category by Ministry of MSME for exemplary performance for the work done under Public Procurement Policy.

The MSE procurement plan for 2018-19 was put up on the BPCL website. It can be viewed at https://bharatpetroleum. com/Bharat-Petroleum-For/Business-Associates/Vendors. aspx. As per mandate of PPP for MSEs Order, 2012, a nodal officer in BPCL is already appointed since the year 2012 and the contact details and name is communicated regularly to the MSME Ministry. Similarly, contact details of the nodal officer for SC/ST related activities has also been communicated to the MSME ministry.

For the year 2018-19, the total procurement value for BPCL for Goods and Services, excluding Works Contracts, where MSEs could have participated was Rs. 12,019.24 crores and the actual procurement value from MSEs was Rs. 3,053.01 crores i.e. an achievement of 25.40 %, which is in line with the target of 25%.

VIGILANCE

Vigilance in BPCL strives to enhance the ethical standards of the organization and encourages sound business practices and good corporate governance through an effective balance of preventive and detective vigilance measures.

Vigilance helps the Business identify susceptible areas in existing procedures & processes like Tendering Processes, Vendor Bill Payments, Channel Partner Selections and matters related to Reconstitution of Dealership/Distributorship etc. Information Technology is being extensively utilized to effectively institute more transparent processes like e-tendering, e-payments, e-receipts etc., thereby instilling confidence of being a just & fair organization amongst vendors, channel partners and customers. Online submission of ''Annual Property Returns'' for all management staff was implemented during the year.

A series of training programs and conferences were organized during the year, including a customized program at CBI Academy at Ghaziabad, which enabled Vigilance officers develop a comprehensive understanding of various guidelines and processes. Vigilance Awareness sessions were conducted for employees working at operating locations and commercial offices by Vigilance officers during their visits, to enhance knowledge & awareness on the operational aspects of various circulars and guidelines issued by the Central Vigilance Commission (CVC) and the Ministry.

With an objective to keep a check on the implementation of prescribed procedures and practices, surprise inspections were conducted at a few of the operative locations, Retail Outlets, LPG Distributorships etc. It also involved inspections of major projects/works/procurements to observe & recommend areas of improvements to concerned departments. Comprehensive System Studies were conducted in critical areas in the organization and observations, analysis, inferences & recommendations were discussed with business role holders to bring about the suggested improvements expeditiously.

Vigilance took effective action on complaints with the purpose of safeguarding the interests of stakeholders. Emphasis was laid on early completion of investigations and concluding the same. A summary of investigative complaints handled by Vigilance during the year 2018-19 is given below:-

Opening Balance (as on

Received during the Year

Total

Disposed during the Year

Closing Balance (as on

01.04.2018)

31.03.2019)

47

34

81

24

57

The above complaints broadly cover issues like Selection of Retail Outlet dealers / LPG distributors, irregularities committed by Retail Outlet dealers / LPG distributors, Tender/ material - service procurement related issues, allegation of misuse of official positions, etc.

Awareness being the first step towards action, BPCL enthusiastically organized a variety of programs across the country during the Vigilance Awareness Week from 29th October to 3rd November 2018 with the theme Eradicate Corruption - Build a New India.

The ninth edition of Vigilance magazine ''Vigilance Plus'' was released, which had articles on good governance, ethics & values, experiences of individuals, poems and highlights of the activities conducted during the year including Vigilance Awareness Week 2018.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Group consists of 5 Indian subsidiaries and 6 foreign subsidiaries as on 31st March 2019. Further, the Company has 22 Joint Venture Companies and Associate Companies within the meaning of Section 2 (6) of the Companies Act 2013 (the Act).

Details of Company that has become a Subsidiary during the financial year 2018-19

i) Bharat Gas Resources Limited

Details of Company that has become a Joint Venture/ Associate during the financial year 2018-19

Nil

Details of Company that has ceased to be a Subsidiary during the financial year 2018-19

i) Petronet CCK Limited

Details of Company that has ceased to be a Joint Venture/ Associate during the financial year 2018-19

Nil

A separate statement containing the salient features of the financial statements of Subsidiaries/ Associates/ Joint Venture Companies in Form AOC-1 pursuant to provisions of Section 129 (3) of the Act, is attached alongwith the financial statement.

The Corporation has placed its financial statements including Consolidated Financial Statements and all other documents required to be attached thereto, on its website www.bharatpetroleum.in as per Section 136(1) of the Act. Further, the Company has also placed separate Annual Reports/ audited accounts in respect of each of its Indian Subsidiaries on its above website. A copy of the said documents will be available for inspection and provided to any shareholder of the Company who asks for it.

The policy for determining material Subsidiaries is posted on the Company''s website at the link: https://www.bharatpetroleum.co.in/about-bpcl/our-policies.aspx

SUBSIDIARY COMPANIES NUMALIGARH REFINERY LIMITED (NRL)

NRL was incorporated in 1993 with an authorized share capital of Rs. 1,000 crores. It is a Category I Mini Ratna company and has a 3 MMTPA refinery at Numaligarh in Assam. Besides the refinery, NRL has two marketing terminals, one at Numaligarh & the other at Siliguri, for evacuation of product. NRL also has a 42 TMTPA LPG Bottling Plant at Numaligarh. As on 31st March, 2019, the paid up capital of NRL was Rs. 735.63 crores, of which BPCL holds 61.65%. During 2018-19, NRL crude throughput was 2.90 MMT as compared to 2.81 MMT in the previous year. NRL revenue from operations was Rs. 18,511 crores for the financial year ending 31st March 2019 as compared to Rs. 15,923 crores in the previous year. The company''s consolidated profit after tax for the year stood at Rs. 1,980.28 crores, as against profit of Rs. 2,041.95 crores in the previous year. The earnings per share (EPS) for the year 2018-19 was Rs. 26.92, as compared to Rs. 27.76 in 2017-18. An interim dividend of Rs. 14 per fully paid equity share of Rs. 10 each has been paid and the Board of Directors of NRL has recommended a final dividend of Rs. 3 per share, which will result in total dividend declared of Rs. 17 per fully paid equity share of Rs. 10 each for the current financial year, as compared to Rs, 18.50 per share in the previous year. NRL had a net worth of Rs. 5,486.16 crores as at 31st March 2019.

NRL is going for the capacity expansion of Numaligarh Refinery from 3 MMTPA to 9 MMTPA at an estimated cost of Rs 22,954 crores. Government approvals for the same have been obtained and necessary activities have started.

NRL has 4 Joint Venture companies. Brahmaputra Cracker and Polymer Ltd., a CPSE under the Department of Chemicals & Petrochemicals, Government of India, is a petrochemical based company located in Dibrugarh district of Assam. They started operations since January 2016 and NRL holds 10% equity share in this company. DNP Limited is a Joint Venture between Assam Gas Company Limited (51%), NRL (26%) and Oil India Limited (23%) for transportation of Natural Gas through pipeline. During the year 2018-19, DNP Limited transported 281.01 MMSCUM of Natural Gas and had a revenue of Rs. 92.58 Crores. Two new Joint Venture companies, namely Assam Bio Refinery Private Limited for production of biofuels and Indradhanush Gas

Grid Limited for implementation of the North East Gas grid, have been incorporated during the financial year 2018-19.

BHARAT PETRORESOURCES LIMITED (BPRL)

Bharat PetroResources Limited (BPRL) was incorporated in October 2006, as a 100% subsidiary of BPCL, to cater to the upstream activities of BPCL. As on 31st March 2019, BPCL''s investment is Rs. 5,000 crores in equity. In addition to this, BPCL has given a loan of Rs. 1,100 crores to BPRL. BPRL has recorded a consolidated income of Rs. 180.63 crores and a consolidated loss of Rs. 95.69 crores for the financial year ending 31st March 2019, as against a consolidated income of Rs. 215.95 crores and consolidated loss of Rs. 68.72 crores in the previous year.

BPRL has Participating Interest (PI) in twenty six blocks of which thirteen are located in India and thirteen overseas, along with equity stake in two Russian entities holding the licence to four producing blocks in Russia. Seven of the thirteen blocks in India were acquired under different rounds of New Exploration Licensing Policy (NELP), five blocks were awarded under Discovered Small Fields Bid Round 2016 and 1 block was awarded during the year 2018-19 under the Open Acreage Licensing Policy Bid Round I. Out of thirteen overseas blocks, six are in Brazil, two in United Arab Emirates and one each in Mozambique, Indonesia, Australia, Israel and Timor Leste. The blocks of BPRL are in various stages of exploration, appraisal, pre-development and production phase. The total acreage held by BPRL and its subsidiaries is around 31487 km2 of which approximately 62% is offshore.

BPRL, along with Indian Oil Corporation Limited (IOCL), has been awarded an exploration concession for Onshore Block 1 in Abu Dhabi, after emerging as the winning bidder in the Abu Dhabi 2018 Block Licensing Round. The award has been endorsed by the Supreme Petroleum Council (SPC) on behalf of the Government of the Emirate of Abu Dhabi and represents the continued expansion of BPCL''s upstream exploration operations. The transaction marks entry of BPRL as an Operator of overseas assets for the first time in the highly prospective UAE region and is consistent with its stated strategic objective of balancing its portfolio by adding exploration assets in prolific basins to its existing E&P portfolio.

During 2018-19, BPCL Group refineries have lifted 3.4 mmbbl out of BPRL''s share of equity crude oil from the Lower Zakum asset, wherein the consortium of BPRL, ONGC Videsh Ltd. and IOCL has a 10% PI. BPRL and its consortia have a total of 26 exploration discoveries in respect of Blocks held in five countries i.e. Brazil, Mozambique, Indonesia, Australia and India. BPRL also had a successful exploration campaign in its maiden operatorship block located in Cambay basin, with two discoveries approved by Directorate General of Hydrocarbons (DGH). Further, the Field Development Plan (FDP) for the above two discoveries was approved by DGH on 11.06.2018 and currently, pre-development activities are ongoing.

The PI in respect of Blocks in India, Israel and Australia are held directly by BPRL. The PI in the Block in Timor Leste is held by BPRL''s wholly owned subsidiary company in India, i.e. Bharat PetroResources JPDA Limited. PI in respect of blocks in Brazil, Mozambique, Indonesia, and UAE and equity stake in the two Russian entities are held through various step down wholly owned subsidiaries/ JVs of the wholly owned subsidiaries located in the Netherlands and Singapore. A detailed discussion on the Blocks is given in the Management Discussion & Analysis Report (MD&A).

BPCL-KIAL FUEL FARM PRIVATE LIMITED (BKFFPL)

BPCL signed a Joint Venture Agreement with KIAL (Kannur International Airport Ltd.) for design, construction, commissioning and operation of the Fuel Farm at Kannur International Airport on 74:26 equity basis. The company has been incorporated on 18.05.2015. As on 31.03.2019, the authorized capital of the company is Rs. 18 crores and paid up capital is Rs. 9 crores. The Fuel Farm has been commissioned on 09.12.2018 alongwith the commencement of operations at Kannur International Airport.

BHARAT GAS RESOURCES LIMITED (BGRL)

BGRL, a wholly owned subsidiary of BPCL for handling the Natural Gas business, was incorporated on 7th June 2018 with an authorised capital of Rs. 2000 crores. The existing Gas business of BPCL and Gas related investments in joint venture companies are being transferred to BGRL. New activities in the Gas business, namely participation in new City Gas Distribution (CGD) bidding rounds, new tie-ups etc. are being undertaken directly by BGRL.

Subsequent to incorporation of the company, BGRL has been awarded the AA credit rating by reputed rating company CRISIL BGRL has been also successful in receiving LEI (Legal Entity Identifier) registration, which is a global reference number that uniquely identifies every legal entity or structure that is party to a financial transaction in any jurisdiction.

BGRL has entered into a Long Term Sales & Purchase Agreement with M/s. Mozambique LNG1 Company Pvt. Ltd. for sourcing of LNG from Mozambique. This contract is for 15 years with volume of 1 MMTPA after ramp-up. The supply is likely to start from Financial Year 2024-25.

BGRL also successfully negotiated with RasGas for direct import of volumes of 0.1 MMTPA, which was earlier being routed through Petronet LNG Ltd. This would result to savings in VAT, thereby making the product more competitive in the market.

Continuing its efforts to expand the Gas Business, BGRL participated in the 9th and 10th round of CGD bidding. Petroleum & Natural Gas Regulatory Board (PNGRB) has granted authorization to Lay, Build, Operate or Expand Gas Distribution Networks to BGRL in 11 Geographical Areas (GA) through the 9th round and 2 GAs in the 10th round of bidding. Other than these 13 GAs, BPCL has authorization for CGD in 4 GAs viz. Saharanpur, Yamunanagar, Rupnagar and Rohtak which were obtained through the 6th CGD round bidding.

JOINT VENTURE COMPANIES AND ASSOCIATES BHARAT OMAN REFINERIES LIMITED (BORL)

Bharat Oman Refineries Ltd. (BORL) is a Joint Venture between BPCL and Oman Oil Company S.A.O.C (00C). As on 31st March 2019, it had authorized share capital of Rs. 7,000 Crores and paid up equity share capital of ? 1,777.23 Crores, with both BPCL and 00C holding equity stake of 50% each. BPCL has given a loan of Rs. 1,254.10 Crores and subscribed to Share Warrants of Rs. 1,585.68 Crores. Further, the State of Madhya Pradesh has also subscribed to Rs. 26.90 Crores of share warrants in BORL. BPCL has also subscribed to Zero Percent Compulsorily Convertible Debentures of Rs. 1,000 Crores.

During the year 2018-19, BORL has completed its debottlenecking project, enhancing the refining capacity from the existing 6.0 MMTPA to 7.8 MMTPA and meeting BS VI product quality specifications. Crude oil intake during 2018-19 was 5,716 TMT with average capacity utilization of 95%. The company has reported Revenue from Operations of Rs. 31,597.59 Crores in the financial year ended as on 31st March 2019, as compared to Rs. 31,287.48 Crores recorded in the previous financial year. The net profit for the year 2018-19 stood at Rs. 106.71 crores, as compared to ? 983.71 Crores in the previous year. The EPS for the year stood at ? 0.31 as against Rs. 2.96 in 2017-18.

PETRONET LNG LIMITED (PLL)

PLL was formed in April 1998 for importing LNG and setting up an LNG terminal 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 ? 3,000 Crores and paid up capital of ? 1,500 Crores. PLL was promoted by four public sector companies viz. BPCL, IOCL, Oil and Natural

Gas Corporation Limited (ONGC) and Gas Authority of India Limited (GAIL). Each of the promoters holds 12.5% of the equity capital of PLL. BPCL''s equity investment in PLL currently stands at Rs. 98.75 Crores. As at 31st March 2019, PLL had net worth of Rs. 10,230.58 Crores. PLL recorded Revenue from Operations of ? 38,395.43 Crores in this financial year, as compared to ? 30,598.62 Crores recorded in 2017-18. The net profit for the year stood at Rs. 2,230.56 Crores, as compared to Rs. 2,110.44 Crores in the previous year. The EPS for the year 2018-19 is ? 14.87, as compared to ? 14.07 in 2017-18. During the year 2018-19, PLL has paid an interim dividend of ? 5.50 per share and has recommended final dividend of Rs. 4.50 per share.

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 ? 220 Crores, for implementing the project for supply of Compressed Natural Gas (CNG) to the automobile sector and Piped Natural Gas (PNG) to households in Delhi. The paid up share capital of the company is Rs. 140 Crores. BPCL invested Rs. 31.50 Crores in IGL for 22.5% stake in its equity. As on 31.03.2019, IGL has 500 CNG stations and has approx. 11.02 lakh domestic PNG customers. IGL is present in Delhi, Gautam Budh Nagar, Ghaziabad, Gurugram, Rewari district and Karnal district. During the year, IGL has won CGD for one GA in Uttar Pradesh in the 9th bidding round by PNGRB and three GAs i.e. one each in the states of Haryana, Rajasthan and Uttar Pradesh in the 10th bidding round. IGL holds 50% of equity in M/s Central UP Gas Limited, Kanpur & M/s. Maharashtra Natural Gas Limited, Pune, Joint Venture Companies promoted by BPCL and GAIL. IGL has registered Revenue from Operations of Rs. 6,361.87 Crores and a profit after tax of Rs. 842.10 Crores for the financial year ending 31st March 2019, as compared to a Revenue from Operations of Rs. 5,014.90 Crores and a profit after tax of ? 721.72 Crores in the previous year. The EPS for the year stood at Rs. 12.03, as against Rs. 10.31 in 2017-18. The IGL Board has recommended a dividend of ? 2.40 per share (face value of ? 2 each) for the year ending 31st March 2019, as against a dividend of ? 2 per share (face value of ? 2 each) in the previous year.

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 ? 100 Crores for implementing the CGD project for supply of CNG to the household, automobile, industrial and commercial sectors in the districts of Gandhinagar,

Mehsana, Aravali, Sabarkantha and Patan of Gujarat. The paid up share capital of the company is Rs. 20 Crores. As at 31.03.2019 BPCL has a stake of 49.94% in the equity capital of SGL. SGL has set up 88 CNG stations. SGL has achieved turnover of Rs. 1,122.57 Crores and a net profit of Rs. 100.48 Crores for the financial year ending 31st March 2019, as against Rs. 839.87 Crores and Rs.74.54 Crores respectively for the previous year. The EPS for the year stood at Rs. 50.23 as against Rs. 37.29 in 2017-18. The company has recommended a dividend of Rs. 3.25 per share for the financial year ending 31st March 2019, as against Rs. 2.50 per share in previous year.

CENTRAL UP GAS LIMITED (CUGL)

CUGL is a Joint Venture Company set up in February 2005 with GAIL as the other partner for implementing the projects for supply of CNG to the automobile sector and PNG to the household, industrial and commercial sectors in Kanpur (including parts of Unnao district), Bareilly and Jhansi 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 for an equity stake of 25% each in the company, balance 50% being held by IGL. CUGL has set up 40 CNG stations. CUGL has achieved Revenue from Operations of Rs. 328.03 Crores and net profit of Rs. 52.11 Crores for the financial year ending 31st March 2019, as against Rs. 266.06 Crores and Rs. 45.95 Crores respectively for the previous year. The EPS for the year stood at Rs. 8.68 as against Rs.7.66 in 2017-18.

MAHARASHTRA NATURAL GAS LIMITED (MNGL)

MNGL was set up in January 2006 as a Joint Venture Company with GAIL for implementing the project for supply of natural gas to the household, industrial/ commercial and automobile sectors in Pune and its nearby areas. The company was incorporated with an authorised share capital of Rs. 100 Crores. The paid up capital of the company is Rs. 100 Crores. BPCL and GAIL have invested Rs. 22.50 Crores each in MNGL''s equity capital. MIDC, as a nominee of Maharashtra Government, has taken 5% equity in the month of June 2015. The balance 50% is held by IGL, our joint venture company. MNGL has achieved Revenue from Operations of Rs. 909.84 Crores and profit of Rs. 142.65 Crores for the financial year ending 31st March, 2019 as against Rs. 663.17 Crores and profit of Rs. 105.72 Crores respectively in the previous year. The EPS for the year stood at Rs. 14.27 as against Rs. 10.57 in 2017-18.

HARIDWAR NATURAL GAS PRIVATE LIMITED (HNGPL)

BPCL has signed a Joint Venture Agreement with GAIL Gas Limited for implementation of a CGD Project in the GA of Haridwar and formed a Joint Venture Company, HNGPL on a 50:50 basis. HNGPL was incorporated on 20th April 2016. The authorised share capital of the company is Rs. 45 Crores and as on 31st March 2019, the promoters have infused Rs. 12.50 Crores each towards equity contribution. The project cost for the first five years is approximately Rs. 148 Crores, which will be funded through a debt equity of 70:30.

GOA NATURAL GAS PRIVATE LIMITED (GNGPL)

BPCL has signed a Joint Venture Agreement with GAIL Gas Limited for implementation of a CGD Project in North Goa and formed a Joint Venture Company, GNGPL on a 50:50 basis. GNGPL was incorporated on 13th January 2017 with an authorised share capital of Rs. 50 Crores. The project cost for the first five years is Rs. 119 Crores which will be funded through 30% equity and 70% debt. So far BPCL has paid Rs. 9.50 Crores as equity contribution.

BHARAT STARS SERVICES PRIVATE LIMITED (BSSPL)

BSSPL, a Joint Venture Company promoted by BPCL and ST Airport Pte Limited, Singapore was incorporated in September 2007, for providing Into Plane (ITP) fuelling services at Bengaluru International Airport. The authorised and paid up share capital of BSSPL is 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 commenced its operation at the international airport in Bengaluru from May 2008 and has also incorporated a wholly owned subsidiary, Bharat Stars Services Pvt. (Delhi) Ltd. for implementing ITP services exclusively at the new T3 Terminal of Delhi International Airport. BSSPL is presently providing ITP Services at three open access airports viz. Bengaluru, Mumbai & Delhi T3. It has also taken over the complete operatorship of 3 BPCL AFS at Delhi T1, Jaipur and Durgapur. In addition, BSSPL also provides manpower support services to BPCL at various other airports. BSSPL has achieved a consolidated turnover of Rs. 50.27 Crores and consolidated profit of Rs. 5.57 Crores for the financial year ending 31st March 2019, as against Rs. 40.93 Crores and Rs. 5.35 Crores respectively for the previous year. The EPS for the year stood at Rs. 2.78, as against Rs. 2.67 in 2017-18. The company has recommended a dividend of Rs. 0.50 per share for the financial year ending 31st March 2019.

DELHI AVIATION FUEL FACILITY PRIVATE LIMITED (DAFFPL)

A Joint Venture Company, DAFFPL has been promoted by BPCL, IOCL and Delhi International Airport Limited (DIAL) for implementing open access Aviation Fuel facility for

the new T3, T2 and cargo terminals at Delhi International Airport. The authorized and paid up share capital of the company is Rs. 170 Crores and Rs. 164 Crores respectively. BPCL and IOCL each have subscribed to 37% of the share capital of the joint venture while the balance 26% has been held by DIAL. DAFFPL has registered Revenue from Operations of Rs. 157.43 Crores and net profit of Rs. 50.96 Crores for the financial year ending 31st March 2019, as against Revenue from Operations of Rs. 139.96 Crores and net profit of Rs. 48.96 Crores respectively during the previous year. The EPS for the year stood at Rs. 3.11, as against Rs. 2.99 in 2017-18. The company has recommended a dividend of Rs. 0.80 per equity share for the financial year ending 31st March 2019.

MUMBAI AVIATION FUEL FARM FACILITY PRIVATE LIMITED (MAFFFPL)

MAFFFPL has been incorporated on 26th February 2010 under the provisions of the Companies Act, 1956 in the state of Maharashtra, India. IOCL, BPCL and Hindustan Petroleum Corporation Limited (HPCL) became joint venture partners along with Mumbai International Airport Private Limited (MIAL) on 28th October, 2014 with equity holding of 25% each. Presently, BPCL has invested an amount of Rs. 48.29 Crores towards equity so far. MAFFFPL has started its operation from February 2015. The business of the company is to operate & maintain the existing Aviation fuel farm facilities and to provide ITP services at Chhatrapati Shivaji International Airport (CSIA), Mumbai. MAFFFPL is constructing the Integrated Fuel Farm Facility on an open access basis and the first phase of commissioning activities have commenced. The revenue to MAFFFPL is by way of the fuel infrastructure charges, payable by the suppliers for utilising the facility. MAFFFPL has registered a Revenue from Operations of Rs. 137.11 Crores and net profit of Rs.51.84 Crores for the year ending 31.03.2019, as against Revenue from Operations of Rs. 132.09 Crores and net profit of Rs. 47.22 Crores during the previous year. The EPS for the year stood at Rs. 2.75, as against Rs. 2.97 in 2017-18.

KANNUR INTERNATIONAL AIRPORT LIMITED (KIAL)

KIAL is an Unlisted Public Company promoted by the Government of Kerala to build and operate the airport on international standards, primarily to cater to the travelling needs of the large NRI population in the region, who travel frequently to various international destinations, the flourishing business community and tourists. The area is of immense tourist potential and attracts both domestic and international tourists. The project cost was Rs. 2,418 crores, of which Rs.1,500 crores will be financed through equity and the balance sum of Rs. 918 crores financed by way of borrowings. The paid up capital of the company as on 31.03.2019 is Rs. 1,160.50 crores, out of which BPCL has made a contribution of Rs. 216.80 Crores. Kannur Airport was commissioned on 9th December 2018, and it is the 4th international airport in Kerala, the only state in the country to have four international airports. During the period 9th December 2018 to 31st March 2019, total aircraft movements were 1071 and passenger traffic was approx. 2.29 lakh.

MATRIX BHARAT PTE LIMITED (MXB)

MXB is a Joint Venture Company incorporated in Singapore on 20th May 2008 for carrying out 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 L.P. USA, an affiliate of the Mabanaft group of companies, Hamburg, Germany. The authorised capital of the company is USD 4 million. BPCL has subscribed 20 lakh shares for an equivalent sum of Rs. 8.41 Crores. Both the partners have contributed equally to the share capital. Matrix Marine Fuels L.P. 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. MXB has achieved revenue of USD 149.93 million and earned a profit of USD 0.04 million for the year ending 31.12.2018, as against USD 220.24 million revenue and a profit of USD 1.88 million in the year 2017.

KOCHI SALEM PIPELINE PRIVATE LIMITED (KSPPL)

BPCL has signed a Joint Venture Agreement with IOC for implementation of the Kochi-Coimbatore-Salem LPG Pipeline Project and formed a Joint Venture Company, KSPPL in January 2015, on a 50:50 basis. As on 31.03.2019, BPCL has paid an amount of Rs. 96.25 Crores towards equity in this JV Company. The project is presently underway.

GSPL INDIA TRANSCO LIMITED (GITL)

GITL is a Joint Venture of Gujarat State Petronet Limited (GSPL) holding 52% share, IOCL holding 26% share and BPCL and HPCL holding 11% share each. BPCL has made an equity contribution of Rs. 41.91 Crores so far. GITL has been authorised to lay a 1,881 Km pipeline from Mallavaram to Bhilwara. The Company has awarded EPC Contracts for the initial section of the project from Kunchanapalli (Andhra Pradesh) to RFCL Ramagundam (Telangana), which is in an advanced stage of completion.

GSPL INDIA GASNET LIMITED (GIGL)

GIGL is a Joint Venture of GSPL holding 52% share, IOCL holding 26% share and BPCL and HPCL holding 11% share each. As on 31.03.2019, BPCL has made an equity contribution of Rs. 52.80 Crores. GIGL has been authorised to lay two cross-country gas pipelines viz. 1,640 Km from Mehsana to Bhatinda and 740 Km from Bhatinda to Srinagar. The initial sections of the project, covering approx. 440 kms viz. Barmer-Pali Pipeline, Palanpur-Pali Pipeline and Jalandhar-Amritsar Pipeline, were inaugurated by the Hon''ble Prime Minister of India on 30th September 2018 and have started commercial operations in the third quarter of the Financial Year 2018-19. The company has transported approximately 0.90 MMSCMD of gas and has earned total revenue of Rs. 21.64 Crores through transportation of gas till 31st March, 2019. The company has also started implementation of various sections of the MBPL Project planned under Phase II.

FIND PAYTECH LIMITED (FIND)

BPCL signed a Subscription Agreement with FIND PayTech Ltd. and Shareholders Agreement with FIND and other investors on 29.07.2016. Pursuant to the said agreements, BPCL has made an investment of Rs. 251 Crores in FIND PayTech Limited. FIND Payments Bank -FPB (A FIND group entity) completes its second year of operation in June 2019. FPB evolved a new cost effective channel of operations through the Merchant Network and stabilized 425 branches across India as on 31.03.2019. Consolidated Revenue from Operations during the year stood at Rs. 527 Crores and consolidated loss for the year 2018-19 was Rs. 73.96 Crores.

PETRONET INDIA LIMITED (PIL)

PIL was formed in the year 1997 as a financial holding company to give impetus to the development of a pipeline network throughout the country. The company carried out business through SPVs and Joint Venture Companies. With the new Pipeline policy, oil companies were allowed to establish their own pipeline network. PIL obtained appropriate approvals and proceeded to liquidate its investments in joint ventures and subsidiaries. PIL''s equity has been purchased by respective promoter companies viz. Petronet CCK Limited stake has been taken over by BPCL, Petronet MHB Limited stake has been taken over by HPCL and ONGC and Petronet VK Limited stake has been taken over by IOCL and RIL. PIL filed an application before NCLT and paid up share capital was reduced from Rs. 100 Crores to Rs. 1 Crore and Rs. 99 Crores was returned to its promoters. BPCL has 16% equity participation in the company with current investment of Rs. 0.16 Crores. During the year, shareholders of the company approved voluntary winding up of PIL and appointed an Official Liquidator (OL) for the same. Liquidation of the company is under process.

PETRONET Cl LIMITED (PCIL)

PCIL was set up for laying a pipeline for evacuation of petroleum products from refineries at Jamnagar/Koyali to feed consumption zones in Central India. BPCL has an equity participation of 11 % in this JV. Promoter companies have decided to exit from PCIL, and provision for full diminution in the value of investment has been done in the account of BPCL. The Company is under liquidation.

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, Jathropha and Pongamia trading, research and development and management of all the crops and plantation including Biofuels in the State of Uttar Pradesh, with an authorized capital of Rs. 30 Crores. The company has been promoted by BPCL with Nandan Cleantech Limited (Nandan Biomatrix Limited), Hyderabad and Shapoorji Pallonji group, through their affiliate, S.P. Agri Management Services Pvt. Ltd. A Company Petition was filed before the Hon''ble High Court of Allahabad (Lucknow Bench) for winding up BREL. By the judgement dated 21.12.2015, the company was ordered to be wound up and an Official Liquidator (OL) to proceed in accordance with the provisions of the Companies Act. All assets and records of the company have been deposited with the OL and the OL has since submitted a status request to the Hon''ble High Court.

RATNAGIRI REFINERY & PETROCHEMICALS LIMITED (RRPCL)

An integrated refinery and petrochemical complex of about 60 MMTPA capacity was conceived by the Oil PSUs (OMCs), based on growing demand of petroleum fuels and petrochemical products in the west coast. Accordingly, IOCL, BPCL and HPCL entered into a Joint Venture Agreement on 14th June, 2017 and the JV Company, RRPCL was incorporated on 22nd September, 2017 with an authorised capital of Rs. 400 Crores and paid up capital of Rs. 100 Crores . BPCL has made an initial equity contribution of Rs. 25 Crores. Saudi Aramco showed interest in taking equity in RRPCL and a non-binding MOU for Key Business Principles was signed on 11th April, 2018. Saudi Aramco also sought to include another strategic partner to co-invest in the project as an overseas investor and accordingly, signed an MoU with ADNOC on 25th June, 2018. Saudi Aramco and Adnoc have expressed their intent to together hold upto 50% of the share capital of RRPCL as a Non-Resident Block as per the MoU, with Indian consortium holding the balance 50% as a Resident Block.

City and Industrial Development Corporation (CIDCO), was entrusted with land acquisition at Raigad District by the Government of Maharashtra. A market study was carried out as a prelude/basis to PFR by an internationally renowned consultant to assess the demand forecasting of Petrochemical products and the pricing details of Crude, Fuel Products and Petrochemicals. Configuration of the integrated complex is being finalized with the help of an international consultant.

UJJWALA PLUS FOUNDATION (UPF)

A Joint Venture Company was formed for charitable purposes between three PSU Oil Marketing Companies viz BPCL, HPCL & IOCL (in the ratio of 25:25:50) under Section 8 of the Companies Act, 2013. The company was incorporated on 21st July 2017. This company is limited by guarantee and not having share capital. The company will receive funds/contributions from organizations or individuals and these will be utilized for release of LPG connections to Below Poverty Level (BPL) households not covered under Pradhan Mantri Ujjwala Yojana. The beneficiaries are identified from the Socio - Economic Caste Census (SECC) 2011 based on certain deprivation criteria.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(e) of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

The forward looking statements made in the Management Discussion and Analysis Report are based on certain assumptions and expectations of future events. The Directors cannot guarantee that these assumptions are accurate or these expectations will materialise.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-Section (3)(m) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure A to the Directors'' Report.

MEMORANDUM OF UNDERSTANDING WITH MINISTRY OF PETROLEUM & NATURAL GAS

BPCL has entered into a Memorandum of Understanding (MOU) for the year 2019-20 with the Ministry of Petroleum & Natural Gas. BPCL has been achieving an Excellent performance rating since 1990-91 till 2017-18. In 2017-18, BPCL achieved a composite score of 98.16%.

BOARD EVALUATION

The provisions of Section 134 (3)(p) of the Act shall not apply to a Government Company in case the Directors are evaluated by the Ministry, which is administratively in charge of the Company as per its own evaluation methodology. BPCL, being a Government Company, the performance evaluation of the Directors is carried out by the Administrative Ministry (MoP&NG), Government of India, as per applicable Government guidelines.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The provisions of Section 134 (3)(e) of the Act are not applicable to a Government Company. Consequently, details on Company''s policy on Directors'' appointment and other matters are not provided under Section 178 (3) of the Act.

Similarly, Section 197 of the Act shall not apply to a Government Company. Consequently, disclosure of the ratio of the remuneration of each Director to the median employee''s remuneration and other such details including the statement showing the names and other particulars of every employee of the Company, who if employed throughout/ part of the financial year, was in receipt of remuneration in excess of the limits set out in the Rules are not provided in terms of Section 197 (12) of the Act read with Rule 5 (1) / (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Chairman & Managing Director and the Whole-time Directors of the Company did not receive any remuneration or commission from any of its Subsidiaries.

BPCL, being a Government Company, its Directors are appointed / nominated by the Government of India as per the Government/ DPE Guidelines which also include fixation of pay criteria for determining qualifications and other matters.

CORPORATE GOVERNANCE

The Report on Corporate Governance, together with the Auditors'' Certificate on compliance of Corporate Governance, is annexed as Annexure D, as required under Listing Regulations and Department of Public Enterprises Guidelines of Corporate Governance for Central Public Sector Enterprises.

SOCIAL, ENVIRONMENTAL AND ECONOMIC RESPONSIBILITIES AND BUSINESS RESPONSIBILITY REPORT

The Corporation is committed to be a responsible Corporate Citizen in society, which leads to sustainable growth and economic development for the nation as well as all stakeholders. In order to be a responsible business to meet its commitment, the Board of Directors of the Company has adopted and delegated to the Sustainability Committee, the implementation of a Business Responsibility Policy based on the principles of National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business as issued by the Ministry of Corporate Affairs, Government of India. BPCL''s Sustainability Report is in accordance with the Global Reporting Initiative (GRI).

As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from the environmental, social and governance perspective is attached as part of the Annual Report.

TRANSACTION WITH RELATED PARTIES

During the Financial Year, the Corporation has entered into contracts or arrangement with related parties, which were in the ordinary course of business and on an arm''s length basis.

The required information on transactions with related parties are provided in Annexure F in Form AOC-2 in accordance with Section 134(3) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

In terms of Listing Regulations and Policy of the Corporation on materiality of related party transactions, a transaction entered into with Bharat Oman Refineries Limited, a Joint Venture Company could be considered material. The details of the transaction are being placed for approval of the shareholders.

The Policy on related party transactions including material related party are available on the Corporation''s website at the link https://bharatpetroleum.com/imaaes/files/ RPTPolicv_BPCL.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Corporation has provided Loans/Guarantees to its Subsidiaries/Joint Ventures and has made investments in compliance with the provisions of the Companies Act, 2013. The details of such investments made and loans/ guarantees provided as at 31st March 2019, are given in the Disclosures under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in Annexure H.

RISK MANAGEMENT

The Risk Management Committee has been constituted by the Board. The Board has defined the roles and responsibilities of the Risk Management Committee, which includes reviewing and recommending of the risk management plan comprising risks assessed and

their mitigation plans and reviewing and recommending the risk management report for approval of the Board with the recommendation by the Audit Committee. The Corporation''s internal financial controls and risk management systems are assessed by the Audit Committee. The Corporation has adopted a Risk Management Charter and Policy for self-regulatory processes and procedures for ensuring the conduct of the business in a risk conscious manner and for managing risks on an ongoing basis.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c)/ (5) of the Companies Act, 2013, the Directors of the Company confirm that:

a. In the preparation of the Annual Accounts for the year ended 31st March, 2019, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a ''going concern'' basis;

e. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Arun Kumar Singh was appointed as Additional Director and Director (Marketing) with effect from 01.10.2018. As he has been appointed as Additional Director, he will hold office till the ensuing Annual General Meeting (AGM). Notice under Section 160 of the Act has been received proposing his name for appointment as Director at the ensuing AGM.

Shri Neelakantapillai Vijayagopal was appointed as Additional Director and Director (Finance) with effect from 17.12.2018. He is also the Chief Financial Officer. Prior to his appointment as Director (Finance), he was holding the position of ED (Finance) and was acting as the Chief Financial Officer from 14.11.2018.

As Shri Neelakantapillai Vijayagopal has been appointed as Additional Director, he will hold office till the ensuing AGM. Notice under Section 160 of the Act has been received proposing his name for appointment as Director at the ensuing AGM.

Shri Rajesh Kumar Mangal was appointed as an Independent Director for a period of three years from 1st December, 2015 up to 30th November, 2018. The Board of Directors has approved the reappointment of Shri Rajesh Kumar Mangal, as an Independent Director of the Company for a period of one year with effect from 1st December 2018 up to 30th November, 2019 or until further orders from the Ministry of Petroleum & Natural Gas, whichever is earlier. Accordingly, the proposal for his reappointment as an Independent Director is placed for the approval of Shareholders.

Shri Harshadkumar P. Shah was appointed as Additional Director with effect from 16.07.2019. As he has been appointed as Additional Director, he will hold office till the ensuing AGM. Notice under Section 160 of the Act has been received proposing his name for appointment as Director at the ensuing AGM.

Shri K. Sivakumar relinquished from the post of Director (Finance) with effect from 08.05.2018. He was holding position of ED (Finance) I/C and acted as Chief Financial Officer from 29.05.2018 to 13.11.2018.

Shri S. Ramesh, Director (Marketing) ceased to be the Director on the Board with effect from 24.09.2018 due to his demise. The Directors place on record his invaluable contributions towards the company and express their deep condolences for his sad demise.

Shri Gopal Chandra Nanda and Shri Deepak Bhojwani, Independent Directors ceased to be Directors from 01.12.2018 on completion of their tenure. Dr.(Smt.) Tamilisai Soundararajan, Independent Director, resigned from Directorship w.e.f. 23.03.2019. The Directors have placed on record their deep appreciation on behalf of the Board for the valuable contributions made and guidance given by them for the development and progress of the Company''s business.

Shri K. Padmakar, Director (Human Resources) will retire by rotation at the ensuing AGM as per the provisions of Section 152 of the Act and being eligible, has offered himself for reappointment as Director at the said Meeting.

As required under the Corporate Governance Clause, brief bio-data of the above Directors who are appointed / reappointed at the AGM are provided in the Notice.

DECLARATION OF INDEPENDENCE

Independent Directors of the Company have provided declarations confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARISATION PROGRAMMES

The Company has adopted a policy for the training requirements of Board Members. The details thereof with the programmes sponsored for familiarisation of Independent Directors with the Company are available at the Company''s web link: https://www.bharatpetroleum. com/images/files/Details%20of%20Familiarization%20 Proaramme%20in%20BPCL.pdf

AUDIT COMMITTEE

The details of the composition of the Audit Committee, terms of reference, meetings held etc., are provided in the Corporate Governance Report which forms part of this Report.

VIGIL MECHANISM

There exists a vigil mechanism to report genuine concerns in the Organisation. The Corporation has implemented the Whistle Blower Policy to ensure greater transparency in all aspects of the Corporation''s functioning. The objective of the policy is to build and strengthen a culture of transparency and to provide employees with a framework for responsible and secure reporting of improper activities.

The vigil mechanism provides for adequate safeguards against victimisation of persons who use a mechanism and has provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The details of establishment of such a mechanism are disclosed in the Company''s web link: https://www.bharatpetroleum.co.in/imaaes/files/ Whistle%20Blower%20policy.pdf

NUMBER OF MEETINGS OF THE BOARD

Sixteen meetings of the Board of Directors were held during the year, the details of which are given in the Corporate Governance Report that forms part of this Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Act, extract of Annual Return of the Company is annexed herewith in specified Form MGT-9 as Annexure G to this Report, and is also placed on the website of the Company at www. bharatpetroleum.in under Investor''s column.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The details are included in the Management Discussion & Analysis Report which forms part of this Report.

STATUTORY AUDITORS

M/s. CVK & Associates, Chartered Accountants, Mumbai and M/s. Borkar & Muzumdar, Chartered Accountants, Mumbai, were appointed as Statutory Auditors for the year 2018-19 by the Comptroller & Auditor General of India (C&AG) under the provisions of Section 139(5) of the Companies Act, 2013. They will hold office till conclusion of the ensuing Annual General Meeting. The C&AG has been approached for the appointment of Statutory Auditors for the financial year 2019-20.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

COST RECORDS AND COST AUDIT

The Corporation has prepared and maintained cost records as prescribed under Section 148(1) of the Companies Act, 2013 for the Financial Year 2018-19. The Cost Audit Report for the year 2017-18 has been filed with the Ministry of Corporate Affairs on 14.08.2018 in XBRL Format. The due date for filing the Cost Audit Report was 07.09.2018. The Cost Auditors for financial year 2017-18 were M/s ABK & Associates, Mumbai and M/s Bandyopadhyaya Bhaumik & Company, Mumbai.

The same Cost Auditors have been appointed for the year 2018-19. The Cost Auditor shall, within a period of 180 days from the closure of the financial year, forward the Cost Audit Report and the Corporation is required to file the Cost Audit Report within 30 days of receipt of the same.

SECRETARIAL AUDITOR

The Board has appointed M/s Dholakia & Associates LLP, Company Secretaries to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended 31st March, 2019 is enclosed as Annexure I to this Report.

The Secretarial Audit Report does contain an observation that the Company did not have requisite number of Independent Directors on its Board as required under Regulation 17(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 for the period from 01.12.2018 to 31.03.2019.

Explanations by the Board to the above observation in the Secretarial Auditor Report:

Bharat Petroleum Corporation Ltd. is a Government Company under the Administrative Control of Ministry of Petroleum and Natural Gas. The nomination/appointment of all categories of Directors are done by Government of India in accordance with the laid down guidelines of Department of Public Enterprises. Accordingly, the subject matter of nomination/appointment of adequate number of Independent Directors falls under the purview of the Government of India. BPCL has from time to time communicated to the Ministry of Petroleum & Natural Gas with respect to the requirements of Independent Directors under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

GENERAL

There were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

The Company has not issued equity shares with differential rights / sweat equity shares/ Employee Stock Options.

During the year under review, there were 3 complaints of sexual harassment in respect of our employees, out of which one complaint pertained to the previous year. The matter was taken up by the Internal Complaints Committee (ICC), enquiries were conducted by them and the cases were resolved and closed by the ICC. There are no pending cases.

ACKNOWLEDGEMENTS

The Directors convey their appreciation for the admirable performance of the Company, which has been made possible due to the sterling efforts of the employees. They have exhibited time and again their deep commitment and passion for results, which has propelled the Company to the vaunted position it enjoys today.

The Directors acknowledge the support and guidance received from various Ministries of the Government of India, particularly the Ministry of Petroleum & Natural Gas, and from various State Governments that helped BPCL on the path of progress and prosperity.

The unstinting support of all stakeholders, especially customers, business partners and shareowners, has been the mainstay of BPCL''s outstanding performance through the years.

The Directors affirm that they will continue to explore new paths of excellence in their pursuit of enhancing stakeholder value.

For and on behalf of the Board of Directors

Sd/

D. Rajkumar

Chairman & Managing Director

Place: Mumbai

Date: 31st July, 2019

Source : Dion Global Solutions Limited
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