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Bharat Petroleum Corporation Ltd (BPCL) -BSE
439 -51.00 (-10.41%) 16-Sep-2021 |00:00
PREV.CLOSE OPEN PRICE HIGH(Rs) LOW(Rs) VOLUME(Rs) 52AVG.RANGE MARKET CAP(Rs.Cr) P/E Div Yield (%) Eps (Rs)
490 437 442.1 435.1 1465086 503 - 324.9 95230.2 7.29 17.36 60.23
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, 2020.

PERFORMANCE OVERVIEW

Group Performance

During 2019-20, 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 Bharat Oman Refineries Limited (BORL), was 38.30 Million Metric Tonnes (MMT), as compared to

36.76 MMT during 2018-19. The BPCL Group ended the year with Market Sales of 43.36 MMT, as compared to 43.30 MMT during 2018-19. During the year, the BPCL Group exported 2.66 MMT of petroleum products, as against 1.99 MMT during 2018-19.

During this Financial Year, the Group achieved Gross Revenue from Operations of ' 3,29,797.16 Crores, as compared to ' 3,40,879.15 Crores in 2018-19. The Net Profit attributable to BPCL stood at ' 3,055.36 Crores in 2019-20, as against ' 7,802.30 Crores in the previous year. The Group has recorded Earnings per Share of ' 15.53 in the current year, as against ' 39.67 in 201819 after setting off the Non-controlling interests.

CONSOLIDATED GROUP RESULTS 2019-20 2018-19
Physical Performance
Refinery Throughput (MMT) 38.30 36.76
Market Sales (MMT) 43.36 43.30
Financial Performance ' in Crores
Gross Revenue from Operations 329,797.16 3,40,879.15
Profit before Depreciation, Finance Costs, Exceptional Items and Tax 10,278.35 17,149.77
Finance Cost 2,637.01 1,763.95
Depreciation & Amortization expense 4,080.09 3,417.77
Share of profit of equity accounted investee (net of income tax) 1,400.67 937.32
Exceptional Items (Expense) 1,310.35 -
Profit before Tax 3,651.57 12,905.37
Provision for Taxation - Current Tax 629.96 3,109.18
Provision for Taxation - Deferred Tax (14.49) 1,367.53
Short / (Excess) provision for Taxation for earlier years (629.68) (99.19)
Net Profit for the year 3,665.78 8,527.85
Non-controlling interests 610.42 725.55
Net Profit attributable to BPCL 3,055.36 7,802.30
Other Comprehensive Income attributable to BPCL 599.84 (1,173.05)
Total Comprehensive Income attributable to BPCL 3,655.20 6,629.25
Group Earnings per Share attributable to BPCL (?) 15.53 39.67

Company Standalone Performance

During the year 2019-20, the refinery throughput at BPCL's Refineries at Mumbai and Kochi was 31.91 MMT,

as against 31.01 MMT achieved in 2018-19. The Market Sales of the Company grew marginally by 0.07% to 43.10 MMT in 2019-20, from 43.07 MMT in 2018-19.

COMPANY STANDALONE RESULTS 2019-20 2018-19
Physical Performance
Refinery Throughput (MMT) 31.91 31.01
Market Sales (MMT) 43.10 43.07
Financial Performance ' in Crores
Gross Revenue from Operations 327,580.78 3,37,622.53
Profit before Depreciation, Finance Costs, Exceptional Items and Tax 9,720.62 14,947.86
Finance Cost 2,181.86 1,318.96
Depreciation & Amortization expense 3,786.89 3,189.28
Profit before Exceptional Items and Tax 3,751.87 10,439.62
Exceptional Items (Expense) 1,080.83 -
Profit before Tax 2,671.04 10,439.62
Provision for Taxation - Current Tax 201.00 2,079.00
Provision for Taxation - Deferred Tax 400.68 1,316.48
Short/(Excess) provision for taxation of earlier years (613.83) (87.88)
Net Profit for the year (A) 2,683.19 7,132.02
Other Comprehensive Income (OCI) (497.99) (201.60)
Total Comprehensive Income for the year 2,185.20 6,930.42
Opening Balance of Retained Earnings (B) 4,997.31 5,027.35
Amount available for disposal (A+B) 7,680.50 12,159.37
The Directors propose to appropriate this amount as under:
Towards Dividend:
Final Dividend of previous year 1,735.40 1,518.48
Dividend Distribution Tax on Final Dividend of previous year 327.54 287.98
Interim Dividend 3,579.27 2,386.18
Dividend Distribution Tax on Interim Dividend 595.89 359.97
Dividend Distribution Tax pertaining to previous years (4.45) -
For transfer to Debenture Redemption Reserve 293.21 295.91
For transfer to General Reserve - 2,500.00
Income from BPCL Trust for Investment in Shares (495.81) (364.27)
Re-measurements of Defined Benefit Plans (Net of tax) 185.06 138.02
For transfer to Deferred Income on account of implementation of Ind AS 115 - 39.79
(Net of Tax)
Closing Balance of Retained Earnings 1,464.39 4,997.31
Summarized Cash Flow Statement :
Cash Flows:
Inflow/(Outflow) from Operating Activities 6,357.75 7,644.85
Inflow/(Outflow) from Investing Activities (9,263.97) (7,536.58)
Inflow/(Outflow) from Financing Activities 2,940.22 (87.49)
Net increase/(decrease) in cash & cash equivalents 34.00 20.78

BPCL's Gross Revenue from Operations for 2019-20 stood at ' 3,27,580.78 Crores, reflecting a decrease of 2.97% over the previous year's revenues of ' 3,37,622.53 Crores. The Profit before Tax for the year was ' 2,671.04 Crores, as compared to ' 10,439.62 Crores in 2018-19. After providing for Tax, (including Deferred Tax, Short/ (Excess) provision for previous years) of ' (12.15) Crores, as against ' 3,307.60 Crores during the last year, the Profit after Tax for the year stood at ' 2,683.19 Crores, as against ' 7,132.02 Crores in 2018-19. Profit for the current year is lower mainly due to significant decrease in the refining margin coupled with depreciation of Indian Rupee vis-a-vis the US dollar. Internal Generation after adjusting Dividends, Depreciation and Deferred Tax during the year, was lower at ' 1,132.92 Crores, as against ' 7,449.44 Crores in 2018-19, mainly due to lower Profit after Tax and higher distribution of Dividend.

The Earnings per Share amounted to ' 13.64 in 2019-20, as compared to ' 36.26 in 2018-19. The Earnings per Share is after adjustment of BPCL Trust for Investment in Shares.

As per Regulation 43A 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 Company's website at https://www.bharatpetroleum.com/about-bpcl/our- policies.aspx

BPCL's contribution to the exchequer by way of Taxes, Duties and Dividend during 2019-20 amounted to ' 97,672.88 Crores, as against ' 95,035.24 Crores in the previous Financial Year.

As on 31st March, 2020, BPCL's Total Equity stands at ' 33,214.38 Crores, as against the previous year's figure of ' 36,737.68 Crores.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

Globally, the outbreak of COVID-19 resulted in lockdown in many countries, including India from 25th March 2020, disrupting the economic activity and impacting the businesses across the world. Consequently, lower

demand for crude oil and petroleum products affected the prices and refining margins globally. Since petroleum products are under essential services in India, the refining and marketing operations of the Company continued during the lock down period. However, due to the lock down and resultant reduction in economic activity, the revenue from operations of the Company were recorded at lower levels.

The Company continues to operate all its major business units, thus servicing its customers and meeting the demand of petroleum products in the country. Concurrent with gradual lifting of lockdown, demand for the products have gone up and the Company is confident of further improvement in demand to normal levels, upon full lifting up of the lockdown and stalibilisation of economic activity. We have assessed the potential impact of COVID-19 based on the current circumstances and we expect no significant adverse impact on the continuity of operations and business, on useful life of the assets, on financial position, etc. on a long term basis, though there may be lower revenues and refinery throughput, which may impact profitability in the near term.

Dividend

The Board of Directors has declared and distributed Interim Dividend of ' 16.50 per equity share (i.e. @ 165% of the paid up share capital of ' 2,169.25 Crores) totalling ' 4,175.16 Crores inclusive of ' 595.89 Crores for Dividend Distribution Tax during the year. The Board of Directors has not recommended any Final Dividend for the Financial Year 2019-20.

Transfer to Reserves

It is proposed to transfer ' 293.21 Crores to the Debenture Redemption Reserve out of the amount available in Retained Earnings and transfer ' 377.40 crore from the Debenture Redemption Reserve to the General Reserve on redemption of Bonds.

Disinvestment

During the year, the Government of India disinvested 69,12,370 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 52.98% as at 31st March, 2020 from 53.29%.

The Government of India has on 20th November, 2019 accorded in-principle approval for strategic disinvestment of Government's shareholding in BPCL excluding BPCL's shareholding in Numaligarh Refinery Limited (NRL). Further, as per the above approval, BPCL's shareholding in NRL has to be divested to a Central Public Sector

Enterprise (CPSE) operating in Oil and Gas sector along with transfer of management control. Action in this regard has been initiated.

EMPLOYEE STOCK PURCHASE SCHEME (ESPS)

The Company is proposing to introduce an Employee Stock Purchase Scheme during the ensuing year. The scheme will be framed in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (SEBI (SBEB) Regulations, 2014) and will be effective on approval of the scheme by the members of the company by way of a special resolution. In line with the SEBI (SBEB) Regulations, 2014, for the implementation of the scheme, it is proposed to form an ESPS Trust ("ESPS Trust"). ESPS Trust shall purchase the shares required to implement the scheme from the ‘BPCL Trust for investment in shares' by way of secondary acquisition through the stock exchanges as per SEBI (SBEB) Regulations, 2014 and other applicable laws. The trustees of the ESPS trust, which is governed by the SEBI (SBEB) Regulations, 2014 shall not vote in respect of the shares held by such trust, so as to avoid any misuse arising out of exercising such voting rights.

Borrowings

Total Borrowings of the Corporation as at 31st March, 2020 stood at ' 41,875.40 Crores (excluding lease obligation as per Ind AS 116 "Lease" of ' 5,943.29 Crores), as against ' 29,099.30 Crores as at 31st March, 2019.

Deposits from Public

The Company 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.

Capital Expenditure

Capital Expenditure during the year, including investments in Subsidiaries, JVCs and Associates amounted to ' 11,063.68 Crores, as compared to ' 10,393.53 Crores during the year 2018-19. The Capital Expenditure for the year is including Right-of-Use assets of ' 913.95 Crores pertaining to leases of properties entered during the year as per Ind AS 116 "Leases".

C&AG Audit

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, 2020 is annexed as Annexure E.

C&AG Audit on Other Matters: As at 31st March, 2020, there are eight 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, Employee Long Service Awards in contravention of DPE Guidelines. The audit objections have been suitably replied to and the same are under their review.

REFINERIES

During the year 2019-20, the refineries achieved excellent performance, registering an overall capacity utilization of over 100%. The two refineries, Mumbai and Kochi, achieved the highest ever refinery throughput of 31.91 MMT, as against the previous best of 31.01 MMT last year. BPCL achieved a Gross Refining Margin (GRM) for the year 2019-20 at USD 2.50 per barrel (' 4,182 Crores), as compared to USD 4.58 per barrel (' 7,319 Crores) realized in the year 2018-19 due to depressed cracks of High Speed Diesel (HSD), Jet Fuel/Kerosene, Fuel Oil and Naphtha. Persistent efforts in both the refineries helped to achieve significant reduction in Specific Energy Consumption to 66.0 Million British Thermal Unit per barrels per Energy Factor (MBN) in 2019-20, as compared to 68.6 MBN during the year 2018-19.

As per the International Maritime Organisation (IMO), 2020 rules on maximum Sulphur content of 0.5 wt.% in marine fuels and Government of India regulations on transportation fuels, the refineries had additional

Operating Performance of Refineries

Parameters Mumbai Refinery Kochi R tefinery
2019-20 2018-19 2019-20 2018-19
Refinery Throughput (MMT) 15.14 14.78 16.77 16.23
Crude Oil Processed (MMT) 15.02 14.77 16.52 16.05
Capacity Utilization (%) * 125.17 123.08 106.58 103.54
GRM (USD/bbl) 2.88 4.92 2.17 4.27
GRM (in ' Crores) 2,321 3,816 1,861 3,503

^Capacity utilization is the percentage of the actual Crude oil processed to the installed (Design) capacity.

challenges of producing 3 new upgraded products, Very Low Sulphur Fuel Oil (VLSFO), BS-VI Motor Spirit (MS) and BS-VI High Speed Diesel (HSD). BPCL was the first company to have successfully rolled out the supply of BS-VI grade fuel across the country. The Gasoline Treatment Unit (GTU) was commissioned in Mumbai Refinery (MR), which enabled the production of 100% BS-VI MS. Heat Traced Pipelines (HTPL) were commissioned at MR and Kochi Refinery (KR) for the transportation of high pour products like High and Low Sulphur Vacuum Residue, thereby adding value to the Corporation.

MARKETING

During the year 2019-20, BPCL's market sales volume increased marginally by 0.07% to 43.10 MMT, as compared to 43.07 MMT in the previous year. BPCL's market share amongst public sector oil companies stood at 24.52% as at 31st March, 2020, as compared to 24.49% as at the end of the previous year.

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

PIPELINES

BPCL owns a network of 2,241 kms of multi-product pipelines, with design capacity of 17.84 Million Metric Tonne Per Annum (MMTPA).

In the year 2019-20, Pipelines achieved a throughput of 16.99 MMTPA of petroleum products (i.e. 10.76% increase over the previous year), keenly observing safe operating procedures, nil fatality and nil lost time accident (LTA). Bina-Kota Pipeline & Cochin-Coimbatore-Karur Pipeline achieved their highest ever annual throughput of 4.21 MMT and 4.00 MMT respectively during 2019-20. All product pipelines and tankages en-route locations have been successfully converted to BS-VI grade. Petrol and Diesel continue to be the major products that the Pipelines transport. In addition, Superior Kerosene Oil (SKO), Aviation Turbine Fuel (ATF) and Liquefied Petroleum Gas (LPG) are also transported through pipelines.

MAJOR PROJECTS

Gasoline Hydro Treatment Unit (GTU) at Mumbai Refinery

The project envisages installation of Gasoline Hydro Treatment Unit (GTU) at Mumbai Refinery to produce 100% BS VI MS (Motor Spirit) in line with Government mandate to produce 100% BS VI grade MS by 1st April 2020 as per Auto Fuel Vision and Policy 2025 at a cost of ' 554.00 crores. The project was completed in June 2019 ahead of schedule.

Propylene Derivative Petrochemical Project (PDPP) at Kochi Refinery

The project envisages production of niche petrochemicals such as Acrylic Acid, Oxo Alcohols and Acrylates which are predominantly imported. The PDPP project marks BPCL's entry into production of niche petrochemicals utilizing Polymer Grade Propylene produced from the Petro FCCU set-up under the Integrated Refinery Expansion Project (IREP) at KR. The approved cost of the project is ' 5,245.96 Crores and it is under commissioning.

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

KR is producing BS-VI MS & HSD since November 2019. The project is conceived to maximize BS-VI MS and to minimize Naphtha production at KR. The approved project cost is ' 3,288.96 Crores.

The physical progress is 91.50% as on 31.03.2020. The project is scheduled for completion in March 2021.

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

The project envisages production of value added 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. ' 11,130.00 Crores.

The licensors for all six units and the Project Management Consultant have been finalized. The firmed up cost and time schedule will be finalized after preparation of the Front End Engineering Design (FEED).

2G Ethanol Bio-refinery at Bargarh (Odisha)

The project envisages setting up a Second Generation (2G) Bio-refinery to produce 100 Kilo Litres Per Day (KLPD) Ethanol using 400 Metric Tonne Per Day (MTPD) lignocellulosic Biomass as feedstock (rice straw / maize stalk) using indigenous technology. The 2G Ethanol produced will be used for blending in MS. The approved cost of the project is ' 1,607.00 Crores.

The project has achieved overall physical progress of 20.10% as on 31.03.2020 and is scheduled for completion in February 2022.

LPG Import Facility at Haldia

The project envisages setting up of a 1 MMTPA capacity LPG Import Terminal at Haldia with twin pipelines (one for Butane & the other for Propane) from the Jetty to the Terminal to meet the eastern region LPG demand.

The approved cost of the project is ' 1,097.54 Crores and it is under commissioning.

POL Terminal with Railway Siding at Pune

The project envisages construction of a new rail fed POL terminal at Pune with approximately 40 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 ' 282.64 Crores.

The project has been completed 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 ' 580.20 Crores and it has achieved overall physical progress of 33.50% as on 31.03.2020.

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 in Karnataka. The approved cost of the project is ' 206.26 Crores.

The project has achieved overall physical progress of 45.00% as on 31.03.2020 and is scheduled for completion in December 2020.

New POL Terminal at Radhanagar, Bokaro

The old Ranchi and Dhanbad Depots are proposed to be resited to Radhanagar on revised safety considerations, and it will meet the future market demand from a new location in Jharkhand. The approved cost of the project is ' 248.55 Crores.

The project has achieved overall physical progress

of 20.00% as on 31.03.2020 and is scheduled for completion in March 2022.

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 Sectionalizing Valve stations and associated facilities. The approved cost of the project is ' 449.58 Crores.

The project has achieved overall physical progress

of 89.10% as on 31.03.2020 and is scheduled for completion in February 2021.

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 & SKO, augmentation of tankage at Panki Terminal, Kanpur along with the railway loading siding. The approved cost of the project is ' 1,524.06 Crores.

The project has achieved overall physical progress of 31.20% as on 31.03.2020 and is scheduled for completion in December 2021.

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 approved cost of the project is ' 1,472 Crores. The Project has achieved overall physical progress of 5.2% as on 31.03.2020 and is scheduled for completion in August 2022.

RESEARCH & DEVELOPMENT (R&D)

R&D plays a vital role in the Corporation to develop disruptive technologies and provide innovative solutions to customers and stakeholders. The R&D Centres of BPCL are involved in developing cutting edge technologies, energy efficient robust processes, novel products and cleaner fuels to increase the Company's profitability and reduce the environmental footprint.

The Corporate R&D Centre (CRDC) at Greater Noida, Uttar Pradesh and Product & Application Development Centre (P&AD) at Sewree, Mumbai are proactively involved in creating tangible and intangible benefits through research activities. CRDC works in the areas of catalyst development, biofuels, petrochemicals, process development, modelling & simulation, crude oil characterization and compatibility, corrosion studies, residue upgradation, additive development and waste utilization.

P&AD is focusing on industrial lubricant formulation development, technical services, quality assurance and the MAK Centre of Excellence. This R&D Centre is actively involved in the latest research for developing lubricants based on frontier technologies. Key focus areas have been development of new products, alternate formulations, conducting field trials and offering prompt technical service to customers and marketing functions. R&D has been actively associated with automotive majors in the country for developing genuine oils meeting their stringent in-house tests and international specifications.

The benefits derived during the year 2019-20 due to research activities have been summarized in Annexure A.

NON-CONVENTIONAL ENERGY

BPCL is steadily increasing its Renewable Energy portfolio and moving towards generating more clean energy. During the year 2019-20, BPCL commissioned 10 grid interactive solar plants in 5 installations / depots and 5 LPG plants, adding a total capacity of 4.12 MW.

BPCL is also installing hybrid solar plants in 18 Company owned large format retail outlets across India. These plants are under construction and are expected to be completed in the year 2020-21. These plants are being developed as pilot projects, where rooftop solar plants with battery storage are being installed.

Rooftop solar units were also installed in 974 retail outlets in the year 2019-20, taking the number of total solarized retail outlets to 2285.

INDUSTRIAL RELATIONS

During the year, the Industrial Relations climate was cordial and harmonious across all locations despite two strikes. BPCL continued its thrust towards maintaining industrial harmony through continuous interface & engagement with Unions and the SC/ST association with focus on increased communication, productivity enhancement and employee well-being. All organizational and employee related issues were handled with a collaborative approach and regular communication was ensured to all employees on all important issues affecting them and the Organization. The Unions and the workmen demonstrated their commitment to achieve organizational objectives through partnering in the various processes.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, BPCL accords significant importance to Corporate Social Responsibility (CSR) and it therefore forms a key part of the Company's overall vision touching the pulse of all, especially rural & tribal India. Sustainability of the initiatives is the prime motto, factoring in community needs and cultural sensitivities, in the core thrust areas of Skill Development, Education, Water Conservation, Health & Hygiene and Community Development.

Recognising its duty to the communities near and far from its businesses, BPCL has contributed in a large way to the relief and rehabilitation activities in the wake of the coronavirus pandemic, while also continuing its support to national missions like Swachh Bharat Abhiyan, Skill India and Transformation of Aspirational Districts program, to name a few.

The Corporation relies on the strong partnerships it has forged with the Government, credible not-for-profit organisations and other agencies to bring the above mentioned quality interventions to the doorsteps of those in need, across the nation.

Skill Development

Aligning with our Hon'ble Prime Minister's ‘Skill India Campaign', BPCL along with other oil companies has promoted a Skill Development Institute (SDI) at Kochi to

provide vocational training to deserving youth and enhance their employability / entrepreneurship, both in the Oil & Gas Industry as well as in other Industries.

This state-of-the-art campus with all the latest gadgets and equipment provides the right ambience for skilling 180 youth at a time on a fully residential model for a total of 1248 training hours spread across six months. Industrial electrician, welding, fitter- fabrication and process instrumentation are some of the courses conducted at SDI, Kochi with M/s Nettur Technical Training Foundation (NTTF), Bangalore as the training partner. SDI Kochi has so far trained and certified 755 students in 6 batches, since its inception in December 2016. It has an excellent placement track record, having placed 95% of certified students in leading companies in India and abroad.

Continuing aid to the neglected sections of society, BPCL has supported a placement-linked Vocational Training project for assimilating 792 leprosy-affected youth into mainstream society. With a variety of technical and nonformal courses offered at these Vocational Training Centres, aspirants can choose to obtain qualification in trades such as motor mechanic, diesel mechanic, welder, computer operator and programming assistant, stenographer, electrician, carpenter, tailor among others.

In a similar programme which promotes self-employment, BPCL has skilled 940 individuals, mostly women, in tailoring and hand embroidery trades in the aspirational districts of Shrawasti (UP) and Mewat (Haryana) with around 90% of the beneficiaries placed/ earning basic livelihood from these skills.

Education

Firm in the belief that children are the leaders of the future, BPCL continues its commitment to education as one of its core areas of focus under CSR. Project Akshar, being undertaken at Nandurbar in Maharashtra and Sagar in Madhya Pradesh, has transformed the way in which early- age education is perceived and imparted. More than 84,000 children have directly benefitted from this program this year.

Another such program in the education sector is the ‘Computer Aided Learning' (CAL) program, which aims at providing a level-playing field to children from economically disadvantaged communities, by helping in bridging the gap of digital literacy between them and the society at large.

This year, BPCL has continued with the 7th batch of its flagship Teacher Training Program- Saksham. This project has prepared over 320 primary and upper primary teachers and headmasters from 70 schools for the evolving education paradigm, by imparting knowledge on new techniques for teaching and classroom management.

BPCL has also widely covered the infrastructural facet of education. One such project is carried out in Darrang which is an aspirational district situated in the central part of Assam. 80 additional classrooms with allied facilities in 30 identified Government Primary Schools are being constructed. They would facilitate an advantageous & safe learning atmosphere for over 10,000 students, including both boys and girls.

A new hostel block with 165 rooms for women was constructed at the Indian Institute of Science (IISc), Bengaluru where some of the brightest women students and researchers from disadvantaged sections of the community, backward regions and far-flung areas across India are admitted.

Water Conservation

Water being one of the most essential elements for living, it has been one of the ongoing areas of focus for BPCL both within and beyond the fence. Through its water conservation initiatives, collectively named "BOOND", BPCL has aimed at improving access to water for various needs including drinking, agriculture and livelihood, household needs as well as for recharging ground water reserves. The Company has taken up rejuvenation of urban water bodies as well as cleaning of semi-urban/rural water structures through a balanced combination of direct intervention, involvement of local government, ‘Shramdaan' by local community and community engagement.

In an effort to re-establish ecological balance and biodiversity, BPCL undertook the cleaning of a 10 km stretch of the Ichamati river in Bengal along with the local administration of three panchayats. This initiative will help to reopen the scope for fishing, as well as provide water for cultivation and production of organic manure from the vegetation removed from the river.

Health & Hygiene

BPCL continues to contribute to the well-being of the country by reaching out to marginalised communities through the adoption of several quality health care initiatives that include both preventive and curative interventions.

The cancer care project in Darrang, an Aspirational District, entails the setting up of an affordable cancer care facility and ensuring access to cancer care, leading to early diagnosis and timely treatment that helps in improved survival rates among patients.

With focus on cancer cure, one of BPCL's major ongoing projects has been to support more than 450 underprivileged and low income cancer patients towards holistic treatment cost in six cancer hospitals across the country.

The Lifeline Express - "Hospital on a train" has contributed in reducing the burden of avoidable disability in rural communities by early identification, screening and providing medical & surgical interventions to about 20000 patients in the districts of Araria (Bihar), Dhubri (Assam) and Papum Pare (Arunachal Pradesh). The whole train, comprising nine compartments, is actually modified into a hospital and it travels to interior parts of the country to serve the local people, for whom reaching hospitals is a big issue.

Paving the way for a healthy life, several Mobile Medical Units catered largely to marginalized sections of society by providing aids & appliances, performing cataract surgeries or strengthening health facilities by supporting procurement of medical equipment or through construction of additional facilities etc.

The Company enthusiastically participated in ‘Swachh Bharat Abhiyan', the flagship movement of the Government of India and received top honours from MOP&NG for an outstanding performance during the Pakhwada in July. As part of the various Swachhta Pakhwadas, BPCL undertook more than 80,000 activities within a narrow timespan of two months, combined with a total outreach of more than 10 lakhs people through various awareness initiatives.

BPCL constructed over 1400 toilets during the year which include community sanitation complexes, individual household toilets and school sanitation complexes. The Company undertook a bold step towards eliminating manual scavenging by providing robotic manhole cleaning machines to M-Ward in Mumbai, Maharashtra. The Company has also continued in its support of Swachh Iconic Places projects at Kalady, Kerala - the birthplace of Shri Adi Sankaracharya and Meenakshi Amman Temple at Madurai, Tamil Nadu.

This year has seen one of the most challenging global health crises by way of the COVID-19 pandemic and BPCL has been right there on the front-line, be it through setting up ICUs for treating COVID-19 patients, providing of Personal Protective Equipment (PPE) kits to health workers, distribution of sanitizers and face masks to the general public, as well as making available basic provisions to those in need. Along with the entire oil and gas industry, BPCL has contributed in a big way to the PM CARES Fund for the relief and rehabilitation measures.

Community Development

The Company's Community Development initiatives seek to empower individuals, groups of people and families with the resources they need to effect change within their communities. BPCL has continued to support a mega project of integrated development of communities in the district of 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, treating anaemic adolescent girls by providing fortified rice etc.

BPCL has participated in the "Transforming of Aspirational Districts Program", working in various sectors such as skill development and community development along with a special focus on healthcare, nutrition and school education. BPCL has also spread its coverage to the north-east by initiating projects in the interior and difficult terrains of Meghalaya, Mizoram and Manipur.

Mumbai Refinery has been contributing significantly to BPCL's efforts in CSR through various programs around the refinery and pipelines. The quality education initiative of ‘Nanhi Kali' at Palghar District provides 360-degree support to underprivileged girls studying in government schools from Grades 1 to 10. Likewise the Company contributes to making hands-on science education available to children and teachers through setting up Mini Science Centres in 20 Government Aided Schools. The Refinery is proactively working to address issues of quality healthcare through several activities like strengthening healthcare infrastructure in Government Hospitals, providing health insurance to the underprivileged and conducting free cataract surgeries for the needy.

Kochi Refinery reached out to people in the neighbourhood and beyond, through a host of CSR activities in the thrust areas of Education, Health, Skill Development and Community Development, ranging from life-saving medical equipment to much required infrastructure support. The ‘Roshni' Learning Enhancement Project is a major annual intervention for the children of guest workers. The First Meal project provides healthy and nutritious breakfast to school students contributing to their health, intellectual capacity and enrolment in schools.

In addition to multi-specialty medical camps and support to Palliative Care Centers, one of the recurring areas of focus for Kochi Refinery has been ‘Trauma Care'. Dedicated Trauma Care Units have been completed at Ernakulam General Hospital and Koothuparambu Taluk Hospital in Kannur District. Along the same lines, BPCL has contributed in making a Marine Ambulance available for helping the distressed at sea during calamities and emergencies.

As a part of employee engagement and volunteering, BPCL staff are actively involved in value-based storytelling and conducting games to facilitate peer learning thus creating a positive environment. BPCL employees have volunteered in great numbers in the relief work during the flood and landslide affected-areas in 2019 while also being in the frontline of service during the COVID-19 pandemic, through

the donation of blood, service in community kitchens and packing thousands of kits with provisions. Contribution towards nation building has always been the constant endeavour of BPCL and we strive to take it to greater heights every day. The Annual Report on CSR activities in the specified format is provided in Annexure B.

PROMOTION OF SPORTS

The year 2019-20 was quite an eventful year for BPCL sportspersons, as they continued to excel in the national and international sports arena. Ace shuttler, Saina Nehwal continues to be amongst the best Badminton players with World Ranking of No.11.

Para Badminton players, Manasi Joshi and Manoj Sarkar performed exceedingly well at the Badminton World Championship held at Basel, Switzerland. Manasi became the World Champion and Manoj won the Bronze Medal.

Ace Archer and Arjuna awardee V. Jyothi Surekha won the Gold Medal in the Mix team & Silver Medal in the Team event at the Asian Championship 2019 held at Bangkok, Thailand. She also won 2 Bronze Medals in individual and team events at the World Archery Championship 2019 held at Netherlands. Archer Atanu Das won the Silver Medal in the same Team event and booked India's position at the Tokyo 2020 Olympic Games. Recently recruited Padma Shri Deepika Kumari also came up with a fabulous performance in the Asian Championship 2019 by winning several medals and also booking an individual quota for India at the Tokyo 2020 Olympic Games.

Newly recruited hockey player, Vivek Sagar Prasad was awarded Young Promising Player for the year 2019-20 by Federation of International Hockey (FIH). 7 of our Hockey players viz. Harmanpreet Singh, Varun Kumar, Birendra Lakra, Lalit Upadhyay, SV Sunil, Vivek Sagar Prasad and Dipsan Tirkey represented the country in several International hockey tournaments and are also part of the Indian Hockey Camp gearing up for the Tokyo 2020 Olympic Games.

5 of our Cricketers viz. Kuldeep Yadav, Manish Pandey, Shreyas Iyer, Sanju Samson and Shivam Dube represented India in International tournaments. Kuldeep Yadav was part of the Indian Cricket team for the 2019 Cricket World Cup.

Our leading Chess player and Arjuna awardee P. Harikrishna continues to be ranked amongst the best players in the world. Arjuna awardee Abhijeet Gupta won the Gold Medal in the Reykjavik Chess tournament and both Abhijeet and Harikrishna represented India in the Chess World Cup 2019 held at Russia.

RESERVATION AND OTHER WELFARE MEASURES FOR SCHEDULED CASTES/SCHEDULED TRIBES/ OTHER BACKWARD CLASSES AND PERSONS WITH DISABILITIES

BPCL has been following in letter and spirit, the Presidential Directives and other guidelines issued from time to time by Ministry of Petroleum & Natural Gas, 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 Company. Rosters are maintained as per the Directives and are regularly inspected by Liaison Officer of the Company 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 in Secondary School education upto 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 of SC/ST/OBC/ Economically Weaker Sections (EWS) candidates and Persons with Disabilities are enclosed as Annexure C.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

BPCL continued to abide by the Annual Program 2019-20 issued by Department of Official Language, Ministry of Home Affairs, Government of India for diligent compliance towards implementation of Official Language across all locations. BPCL locations and offices across the country observed Hindi Fortnight/Week during the month of September, 2019 by organizing unique competitions, cultural programs and educational seminars. Notable days, milestones, projects and pledges of national importance have also been celebrated and organized in Hindi. World Hindi Day was also observed on 10th January, 2020 across all the offices of BPCL.

Various accolades have been received by the Company for implementation of official language Hindi. Eastern Regional Office, Kolkata was conferred with the ‘Best office' amongst PSUs located in Kolkata under ‘C' Region (as defined under Official Language Rules, 1976 framed under the provisions of Sec 8(1) of the Official Languages Act, 1963) for implementing Official Language by Town Official Language Implementation Committee, Kolkata.

The Company has also put in a place an attractive Hindi incentive scheme for employees to enhance and encourage the usage of Hindi in the daily activities of offices/locations. As a part of encouraging employees' children for promoting Hindi, children were given Official Language Prizes for scoring more than 60% marks in Hindi subject in class 10th and 12th. Hindi Training and Workshops on various topics 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)

BPCL constantly strives towards excellence by setting up new benchmarks in customer service standards, thereby providing customers with an enriching experience. ‘Customer Centricity' is a cardinal policy followed by BPCL; therefore, customers and their satisfaction are essential aspects of its business process.

BPCL believes in focusing on the redressal of customer complaints as a significant step to success. Consequently, the Company has fixed standards at every touch point, encompassing the Citizen's Charter, Public Grievance Redressal (PG) and Customer Care System (CCS).

Citizen's Charter

The Citizen's Charter enshrines trust between BPCL and its customers. BPCL remains focused on providing improved quality of services. The Citizen's Charter published by BPCL, which is available on the Company's Website, specifies customer rights with respect to standards, quality and time-frame for service delivery. This also provides insights into the range of products and services offered to customers and gives an overview of the marketing activities of the Company, highlighting the policy guidelines and processes on marketing of petroleum products.

Public Grievance Redressal (PG)

The Public Grievance Redressal framework in BPCL transcends across business units and is a well established online mechanism for receipt, escalation and timely and effective closure of all public complaints. The complaints resolution is continuously monitored from the Corporate Office through the Centralized Public Grievance Redress and Monitoring System (CPGRAMS). It is an online web-enabled system, (https://www.pgportal.gov.in/), developed by National Informatics Centre (NIC) and Department of Administrative Reforms and Public Grievances (DARPG).

To ensure prompt and qualitative closure, the operation takes place on a well-established online network. In the year 2019-20, BPCL redressed and closed 5,243 out of 5,336 grievances, with an average disposal time of 13 days, as opposed to the norm of 30 days disposal.

Customer Care System (CCS)

The Customer Care System (CCS) administered by BPCL is a centralized portal that enables customers to register their suggestions, complaints and feedback. CCS ensures that customers' queries get heard and addressed. Branded as "SmartLine", CCS is equipped with a toll-free number 1800 22 4344. "Ek Call, Sab Solve" is a one-stop solution for customers to resolve their grievances. It has an inbuilt escalation matrix that allows tracking of every interaction. CCS also maintains a record of feedback from customers in order to provide assistance as well as enhance service standards.

Right to Information (RTI)

The RTI Act came into force effective 2005 and BPCL has effectively implemented the same from the beginning. The Company complies with all the requirements of the RTI Act, 2005. Along with the physical RTI applications, BPCL also receives online applications and addresses them through the unified RTI portal of the Government of India at www.rtionline.gov.in.

For better understanding, BPCL's website, www.bharatpetroleum.in publishes a separate section that is explicitly designated to RTI. Suo Motu disclosure under section 4(1) (b) is updated regularly.

Officers from different business units and departments have been designated as Central Public Information Officers (CPIOs) and First Appellate Authorities (FAAs) to handle the rTi requests received from Indian citizens. In order to effectively respond to the RTI queries and appeals addressed to BPCL, the Company currently has 49 CPIOs and 12 FAAs, who are positioned across the country, covering major Business Units like Retail, LPG, Aviation, Mumbai Refinery, Kochi Refinery, and Entities like HR and International Trade.

BPCL received 4,052 RTI queries and 569 appeals in the year 2019- 20. All the RTI queries and appeals were replied on time. BPCL since 2005 has successfully handled 41,386 RTI applications, 5913 first appeals, and 972 second appeals that were addressed to Central Information Commission (CIC).

PUBLIC PROCUREMENT : MICRO & SMALL ENTERPRISES

During the year 2019-20, Central Procurement Organisation (Marketing) procured goods worth ' 7,752 Crores (100% e-tendering). As an initiative

towards Digital India, a new process of receiving digitally signed invoices and issuance of digitally signed Purchase Orders was introduced. BPCL procured goods worth ' 16 Crores through Government e-Marketplace (GeM), up from ' 1 crore procured in the previous year.

BPCL fully abides by the Public Procurement Policy for MSEs Order 2012 and its amendment of November 2018. All the high value tenders at BPCL were through the press tender route. The General Conditions of Contract (GCC) and General Purchase Conditions (GPC) of press tenders have the purchase preference clause for MSEs.

During the year 2019-20, the procurement value for BPCL for Goods and Services, excluding Works Contracts, where MSEs could have participated was ' 8754.81 Crores and the actual procurement value from MSEs was ' 2,585.36 Crores, i.e., an achievement of 29.53%, which is more than the target of 25%.

BPCL conducted a Vendor Development Program exclusively for MSE-SC/ST Vendors at Chennai, wherein over 100 vendors participated. BPCL teams participated in 9 Vendor Development Programs cum Exhibitions conducted by MSME-DI (Micro, Small and Medium Enterprises-Development Institute), National Small Industries Corporation (NSIC) at Mumbai, Pune, Aurangabad, Delhi, etc.

BPCL offered Trades Receivable Discounting Scheme (TReDS) to its MSE Vendors. This facility was availed by MSE Vendors and over 1,940 invoices valued at ' 102 Crores were discounted.

VIGILANCE

Vigilance in BPCL is committed to nurture and facilitate the highest level of ethical standards in the Organization. Team Vigilance focuses on proactive and preventive efforts to promote good governance and transparency in all business processes in the Organization.

As a part of preventive vigilance activities, Vigilance officials, during their visits to various locations, guided the officers and staff on the relevant procedures and guidelines. Further, surprise inspections were conducted at 158 locations, 238 retail outlets and 123 LPG distributorships from time to time during the year. Based on the outcome of these inspections, administrative actions and system improvements were initiated. Detailed inspections of major projects were also undertaken and observations with specific recommendations were made available to the concerned departments.

Vigilance Awareness Week with the theme ‘Integrity - a way of life' was observed across the country from

29th October to 3rd November, 2019. During the week, a variety of programs were carried out across the country to spread the theme and bring awareness amongst the stakeholders.

In the knowledge gaining initiative, Team Vigilance successfully participated in a 3 day certification program on the subject of "Psychological Methods of Investigation" at the Gujarat Forensic Sciences University (GSFU), Gandhinagar, Gujarat.

During the year, with the purpose of safeguarding the interests of stakeholders, Vigilance took timely action in concluding complaints as per the guidelines provided by the Central Vigilance Commission. A summary of investigative complaints handled by Vigilance during the Financial Year 2019-20 are given below:-

Opening Balance (as on 01.04.2019) Received during the Year Total Disposed during the Year Closing Balance (as on 31.03.2020)
57 37 94 35 59

The above complaints broadly cover issues like selection of Retail Outlet dealers, LPG Distributors and irregularities in Retail Outlets/LPG Distributorships, lapses in the tendering process, etc.

The tenth edition of the Vigilance magazine, ‘Vigilance Plus' was released. It had articles on good governance, ethics and values, experiences of individuals, poems and highlights of the activities conducted during the year.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

BPCL had 4 subsidiaries and 22 Joint Venture Companies and Associate Companies at the beginning of the year. During the year, a Joint Venture company IHB Pvt. Ltd. was incorporated. Apart from this, subsequent to conversion of warrants of ' 650 Crores in Bharat Oman Refineries Limited (BORL) into equity shares in March, 2020 the Company's shareholding in BORL increased from existing 50% to 63.38% on 31st March 2020.

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 Company 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 Subsidiaries in 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.com/about-bpcl/our-policies.aspx

BPCL SUBSIDIARY COMPANIES

NUMALIGARH REFINERY LIMITED (NRL)

NRL was incorporated in 1993 with an authorized share capital of ' 1,000 Crores. As on 31st March, 2020, the authorised capital has been increased to ' 5,000 Crores. NRL is a Category I Mini Ratna CPSE and has a 3 MMTPA refinery at Numaligarh in Assam. Besides the refinery, NRL has two marketing terminals, one at Numaligarh and the other at Siliguri for evacuation of product. NRL also has a 42 TMTPA LPG Bottling Plant at Numaligarh. The Company is going in for the capacity expansion of Numaligarh Refinery from 3 MMTPA to 9 MMTPA. Government approvals for the same have been obtained and necessary activities have started. Environment clearance for the project has been received in July 2020.

As on 31st March, 2020, the paid up capital of NRL was ' 735.63 Crores, of which BPCL holds 61.65%. During 2019-20, NRL crude throughput was 2.38 MMT, as compared to 2.90 MMT in the previous year. The Revenue from Operations (net of excise duty) was ' 12,045.23 Crores for the year ending 31st March, 2020, as compared to ' 16,205.07 Crores in the previous year. The company's consolidated profit after tax for the year stood at ' 1,533.45 Crores, as against profit of ' 1,980.28 Crores in the previous year. The consolidated earnings per share (EPS) for the year 2019-20 was ' 20.85, as compared to ' 26.92 in 2018-19. Dividend of ' 15.00 per fully paid equity share of ' 10/- each has been paid during 2019-20, as compared to ' 17.00 per share in the previous year. NRL had a total equity of ' 5,392.00 Crores as at 31st March, 2020.

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 in 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 (OIL) (23%) for transportation of Natural Gas to Numaligarh Refinery through pipeline. During the year 2019-20, DNP Limited transported 268.66 Million Metric

Standard Cubic Meter (MMSCM) of Natural Gas and had a revenue of ' 87.96 Crore. The third JV, Assam Bio Refinery Private Limited (ABRPL) was incorporated in 2018-19, where NRL has 50% equity shares and balance 50% equity shares are held by Fortum and Chempolis Oy of Finland. ABRPL has started construction of a biorefinery plant at Numaligarh. The fourth JV, Indradhanush Gas Grid Limited (IGGL) was incorporated in 2018-19. NRL has 20% equity along with Oil and Natural Gas Corporation Limited (ONGC), GAIL (India) Limited (GAIL), Indian Oil Corporation Limited (IoCl) and OIL. iGgl is implementing the North East Gas Grid project.

BHARAT PETRORESOURCES LIMITED (BPRL)

BPRL was incorporated in October 2006, as a 100% subsidiary of BPCL, to cater to the upstream activities of BPCL. As on 31st March, 2020, BPCL's investment is ' 5,000 Crores in equity. In addition to this, BPCL has given a loan of ' 2,950 Crores to BPRL. BPRL has recorded a consolidated income of ' 131.09 Crores and a consolidated loss of ' 301.74 Crores for the Financial Year ending 31st March, 2020, as against a consolidated income of ' 180.63 Crores and consolidated loss of ' 95.69 Crores in the previous year.

BPRL has Participating Interest (PI) in 27 blocks, of which 15 are located in India and 12 overseas, along with equity stake in two Russian entities holding the licence to four producing blocks in Russia. Seven of the fifteen blocks in India were acquired under different rounds of New Exploration Licensing Policy (NELP), five blocks were awarded under Discovered Small Fields Bid Round I and three blocks were awarded under the Open Acreage Licensing Policy Bid Round I. Out of twelve overseas blocks, five 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. The total acreage held by BPRL and its subsidiaries is around 32,304 km2 of which approximately 57% is offshore. BPRL and its consortia have 26 exploration discoveries in respect of blocks held in five countries i.e. Brazil, Mozambique, Indonesia, Australia and India.

During the year 2019-20, the Final Investment Decision (FID) for development of 2x6.44 MMTPA LNG Project in Mozambique was announced on 18th June, 2019 and the project has entered the construction phase.

BPRL, through its JV Urja Bharat Pte. Limited (UBPL) opened an office in Abu Dhabi for the Onshore Block 1 concession as Operator and the activities towards fulfilment of Minimum Work Programme have commenced.

In the year 2019-20, BPCL Group refineries have lifted 5.1 Million barrels 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 10% PI.

Extended Well Testing commenced in the BM-SEAL-11 concession, which is the first to be carried out in ultradeep waters in the Northeast Brazil offshore.

In respect of the Indian block, production continued from the block CY-ONN-2002/2 located in Cauvery basin, Tamil Nadu with BPRL's share of production being 2,64,000 barrels and development activities progressed in BPRL's NELP IX operated block, CB-ONN-2010/8 located in Cambay basin, Gujarat.

BPRL farmed into 2 OALP blocks - one each in Cauvery Basin (40% PI) and Assam-Arakan Basin (10% PI) as non-operator with ONGC and OIL; and farmed out 40% PI to ONGC in its OALP I Operated Block in Cambay Basin.

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 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 MDA.

BHARAT GAS RESOURCES LIMITED (BGRL)

BGRL, a wholly owned subsidiary of BPCL for handling the Natural Gas business, was incorporated in June 2018.

During the year 2019-20, BGRL has completed the Financial Closure submission to PNGRB with respect to 13 Geographical Areas authorised to BGRL under round 9 and round 10 of City Gas Distribution (CGD) bidding. These CGD projects have been progressing in full swing in terms of project implementation activities and capital expenditure of ' 226 Crores was incurred during the year with capital commitments of ' 338 Crores as on 31st March, 2020. BGRL is also planning to put up a LNG Regasification Terminal along the east coast of India. The detailed feasibility study for the same has been carried out.

BHARAT OMAN REFINERIES LIMITED (BORL)

BORL was incorporated in 1994 as a Joint Venture between BPCL and OQ S.A.O.C (formerly known as Oman Oil Company S.A.O.C). During the year under review, BPCL has increased its stake in the company by conversion of Warrants into Shares, raising its stake from 50% to 63.38%. As on 31st March, 2020, it had authorized

share capital of ' 7,000 Crores and paid up equity share capital of ' 2,426.83 Crores. The current holding of OQ is 36.62%. BPCL has given a loan of ' 1,254.10 Crores and subscribed to Share Warrants of ' 935.68 Crores. Further, the State of Madhya Pradesh has also subscribed to ' 26.90 Crores of Share Warrants in BORL. BPCL has also subscribed to Zero Percent Compulsorily Convertible Debentures of ' 1,000 Crores.

Crude oil intake during the year 2019-20 was 7,913 TMT with average capacity utilization of 95%. The company has reported Revenue from Operations of ' 41,940.96 Crores in the Financial Year ended as on 31st March, 2020, as compared to ' 31,597.59 Crores recorded in the previous financial year. The net loss for the year 2019-20 stood at ' 803.50 Crores due to unprecedented circumstances arising due to outbreak of COVID-19, as compared to profit of ' 106.71 Crores in the previous year. The Basic EPS for the year stood at ' (2.35) as against ' 0.31in 2018-19.

BPCL-KIAL FUEL FARM PRIVATE LIMITED (BKFFPL)

BKFFPL was incorporated in May 201 5 with an equity participation of 74% by BPCL & 26% by Kannur International Airport Limited. The company was formed to design, construct, commission and operate the Fuel Farm at Kannur International Airport for the supply of ATF on an exclusive basis. The Fuel Farm started operating from December 2018 onwards along with the commissioning of Kannur International Airport. As on 31st March, 2020, the authorized capital of the company is ' 50 Crores and paid up capital is ' 9 Crores. During the year 2019-20, the fuel throughput was 44,882 KL. The company earned a revenue of ' 8.54 Crores in the Financial Year 2019-20 and loss during the period is ' 1.97 Crores.

In respect of BORL and BKFFPL, these companies are being managed under joint control mechanism, hence in the consolidated financial statements of the group, the financials of these companies have been consolidated as joint ventures as per the requirements of IND AS accounting standards.

BPCL JOINT VENTURE COMPANIES AND ASSOCIATES

PETRONET LNG LIMITED (PLL)

PLL was formed in April 1998 for importing LNG and setting up a LNG terminal with facilities like jetty, storage, regasification etc. to supply natural gas to various industries in the country. The company has an authorised capital of ' 3,000 Crores and paid up capital of ' 1,500 Crores. PLL was promoted by four public sector companies viz. BPCL, IOCL, ONGC and GAIL. Each of

the promoters holds 12.5% of the equity capital of PLL. BPCL's equity investment in PLL currently stands at ' 98.75 Crores. PLL recorded Revenue from Operations of ' 35,452.00 Crores during 2019-20 as compared to ' 38,395.43 Crores recorded in 2018-19. The net profit for the year stood at ' 2,703.35 Crores, as compared to ' 2,230.56 Crores in the previous year. The EPS for the year 2019-20 is ' 18.02, as compared to ' 14.87 in 2018-19. During the year 2019-20, PLL has paid a special interim dividend of ' 5.50 per share and has recommended final dividend of ' 7.00 per share.

INDRAPRASTHA GAS LIMITED (IGL)

IGL is a Joint Venture Company promoted by BPCL and GAIL and set up in December 1998. Today, IGL is a leading CGD company in India, supplying natural gas to transport, domestic, commercial and industrial consumers. The operations of IGL spread over NCT of Delhi, Noida & Greater Noida, Ghaziabad & Hapur, Gurugram, Meerut (except area already authorized), Shamli, Muzaffarnagar, Karnal and Rewari. The company is also setting up a CGD network in the Geographical Areas of Kanpur (except areas already authorized)-Hamirpur-Fatehpur districts, Kaithal district, and Ajmer-Pali & Rajsamand districts. IGL also 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.

The paid up share capital of IGL is ' 140 Crores. BPCL had invested ' 31.50 Crores for 22.5% stake in its equity. During the year 2019-20, IGL showed robust growth both in financial and operational numbers. The company added 55 new Compressed Natural Gas (CNG) stations and 2.72 lakhs new Piped Natural Gas (PNG) domestic connections. As on 31st March, 2020, IGL had 555 CNG stations and 13.74 lakhs PNG domestic connections.

IGL has registered Revenue from Operations of ' 7,165.49 Crores and Profit After Tax of ' 1,248.99 Crores for the year ending 31st March, 2020, as compared to Revenue from Operations of ' 6,361.87 Crores and Profit After Tax of ' 842.10 Crores in the previous year. The EPS for the year stood at ' 17.84, as against ' 12.03 in the year 2018-19. IGL Board has recommended a dividend of ' 2.80 per share (face value of ' 2 each) for the year ending 31st March, 2020, as against a dividend of ' 2.40 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 in June 2006 with an authorized capital of ' 100 Crores for implementing the City Gas Distribution 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 ' 20 Crores. As at 31st March, 2020, BPCL has a stake of 49.94% in the equity capital of SGL. SGL has set up 105 CNG stations and is supplying PNG (Domestic) to 1,89,333 customers. During the year 2019-20, Sgl has commissioned 2 COCO CNG stations located at Gandhinagar and Modasa. Franchisee CNG concept has been introduced for the first time in SGL. During the year 2019-20, SGL has commissioned 2 Franchisee CNG stations and 5 CNG stations have been commissioned under the State Government's "CNG Sahabhagi Yojna". SGL has achieved turnover of ' 1,179.11 Crores and a net profit of ' 129.21 Crores for the financial year ending 31st March, 2020, as against ' 1,122.57 Crores and ' 100.47 Crores respectively for the previous year. The EPS for the year stood at ' 64.56, as against ' 50.22 in 2018-19. The company has recommended a dividend of ' 4.50 per share for the year ending 31st March, 2020, as against ' 3.25 per share in the 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 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 ' 60 Crores. The joint venture partners have each invested ' 15 Crores for an equity stake of 25% each in the company, the balance 50% being held by IGL. CUGL has set up 47 CNG stations. CUGL has achieved Revenue from Operations of ' 345.33 Crores and net profit of ' 73.64 Crores for the year ending 31st March, 2020, as against ' 328.03 Crores and ' 52.11 Crores respectively for the previous year. The EPS for the year stood at ' 12.27, as against ' 8.68 in 2018-19.

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. MNGL, while strengthening its roots in the existing authorized Geographical Area(GA) covering Pune and adjoining areas, is also on its way to expand

the CGD network in Nasik GA (Nasik, Dhule & part of Valsad), Sindhudurg GA in Maharashtra and Ramanagara GA in the state of Karnataka, which were awarded by the PNGRB under the 9th CGD bidding round. The company was incorporated with an authorised share capital of ' 100 Crores. The paid up capital of the company is ' 100 Crores. BPCL and GAIL have invested ' 22.50 Crores each in MNGL's equity capital. MIDC, as a nominee of Maharashtra Government, had taken 5% equity in June 2015; the balance 50% is held by IGL, a BPCL Joint Venture Company.

MNGL was awarded as "City Gas Distribution Growing Company of the Year 2019", one of the prestigious National Awards of the country in the Oil & Gas sector by Federation of Indian Petroleum Industry (FIPI). Besides this, the company has achieved two milestones in year 2019-20. Firstly, crossing a turnover of ' 1,000 Crores and secondly, achieving sales of 1 MMSCMD. MNGL has achieved Revenue from Operations of ' 1,074.45 Crores and profit of ' 223.33 Crores for the year ending 31st March, 2020, as against Revenue of ' 901.63 Crores and profit of ' 142.65 Crores respectively in the previous year. The EPS for the year 2019-20 stood at ' 22.33, as against ' 14.27 in 2018-19. The MNGL Board has recommended a dividend of ' 6.00 per share for the year ending 31st March, 2020, as against a dividend of ' 2.64 per share in the previous year.

HARIDWAR NATURAL GAS PRIVATE LIMITED (HNGPL)

BPCL has signed a Joint Venture Agreement with GAIL Gas Limited for implementation of a City Gas Distribution Project in the geographical area of Haridwar and formed a Joint Venture Company, Haridwar Natural Gas Pvt Ltd. on a 50:50 basis. HNGPL was incorporated in April 2016 with an authorised share capital of ' 45 Crores. As on 31st March, 2020, the promoters have infused ' 22.20 Crores each towards equity contribution. The project cost for the first five years is approx. ' 148 Crores, which will be funded through a debt equity of 70:30.

GOA NATURAL GAS PRIVATE LIMITED (GNGPL)

GNGPL was incorporated in January 2017 as a Joint Venture Company with GAIL Gas Limited on a 50:50 basis for implementation of a City Gas Distribution Project in the geographical area of North Goa. The authorised share capital of the company is ' 50 Crores and as on 31st March, 2020 the promoters have infused ' 17.50 Crores each towards equity contribution. The project cost for the first five years is approx. ' 119 Crores, which is being funded through a debt equity of 70:30.

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 open access airports in India. The authorised and paid up share capital of BSSPL is ' 20 Crores. The two promoters have each subscribed to 50% of the equity share capital of BSSPL and BPCL's present investment stands at ' 10 Crores. The company has also incorporated a wholly owned subsidiary viz. Bharat Stars Services Pvt. (Delhi) Ltd. for implementing ITP Fuelling 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 also manages operations at Aviation Stations for other oil companies in India. The company is now venturing into manpower support services in the petroleum sector. Presently, the company is operating at 34 locations in India. BSSPL has achieved a consolidated turnover of ' 52.40 Crores and consolidated profit of ' 5.89 Crores for the financial year ending 31st March, 2020, as against ' 50.27 Crores and ' 5.57 Crores respectively for the previous year. The EPS for the current year i.e. 2019-20 is ' 2.95 as against ' 2.78 in 2018-19. The company has recommended a dividend of ' 0.25 per share for the financial year ending 31st March, 2020, as against a dividend of ' 0.50 per share in the previous year.

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. Currently, the company is setting up an Aviation hydrant system at T1 terminal of Delhi International Airport as well. The authorized and paid up share capital of the company is ' 170 Crores and ' 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 ' 123.96 Crores and net profit of ' 41.43 Crores for the year ending 31st March, 2020, as against revenue of ' 161.35 Crores and net profit of ' 50.96 Crores respectively during the previous year. The EPS for the year stood at ' 2.53, as against ' 3.11 in 2018-19. The company has recommended a dividend of ' 0.65 per equity share for the year ending 31st March, 2020, as against a dividend of ' 0.80 per share in the previous year.

MUMBAI AVIATION FUEL FARM FACILITY PRIVATE LIMITED (MAFFFPL)

MAFFFPL was incorporated in February 2010. BPCL, IOCL and 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 ' 48.29 Crores towards equity so far. MAFFFPL has started its operations from February 2015. The business of the company is to operate & maintain the existing Aviation fuel farm facilities and to provide Into-plane services at Chhatrapati Shivaji Maharaj International Airport (CSMIA), Mumbai. MAFFFPL is constructing the Integrated Fuel Farm Facility on an open access basis and the first phase of commissioning activities have been completed. 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 ' 113.64 Crores and net profit of ' 40.05 Crores for the year ending 31st March, 2020, as against revenue of ' 137.11 Crores and net profit of ' 51.84 Crores during the previous year. The EPS for the year stood at ' 2.07, as against ' 2.75 in 2018-19.

KANNUR INTERNATIONAL AIRPORT LIMITED (KIAL)

KIAL is an Unlisted Public Company promoted by the Government of Kerala to build and operate the airport at Kannur 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 project cost was ' 2392 Crores, of which ' 1,500 Crores will be financed through equity and the balance sum of ' 892 Crores will be financed by way of borrowings. The paid up capital of the company as on 31st March, 2020 is ' 1,338.12 Crores, out of which BPCL has made a contribution of ' 216.80 Crores. Kannur Airport was commissioned on 9th December, 2018, as 4th international airport in Kerala, the only State in the country to have 4 international airports. During the year 2019-20, total aircraft movements were 15,142 and passenger traffic was approx. ' 15.83 lakhs.

MATRIX BHARAT PTE LIMITED (MXB)

MXB is a Joint Venture Company incorporated in Singapore in 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 ' 8.41 Crores. Both the partners have

contributed equally to the share capital. Matrix Marine Fuels L.P. USA subsequently transferred their share and interest in the joint venture in favour of Matrix Marine Fuels Pte Limited, Singapore which has further in July 2020 been substituted by Bomin International Holding Gmbh, another affiliate of the Mabanaft group. MXB has reported a profit of USD 0.03 million for the year ending 31st December, 2019, as against USD 0.04 million for the year ending 31st December, 2018.

KOCHI SALEM PIPELINE PRIVATE LIMITED (KSPPL)

BPCL has signed a Joint Venture Agreement with IOCL 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 31st March, 2020, BPCL has paid an amount of ' 152.50 Crores towards equity in this JV Company. The project is presently underway.

The Project is being executed in 4 phases. The 1st phase is a 12 km 12" pipeline from Kochi Refinery (KR) to IOCL Udayamperoor Bottling plant & 155 km 12" pipeline from KR to Palakkad receipt terminal. The 12 km pipeline from KR Despatch Terminal (DT) to Udayamperoor Receipt Terminal (RT) was commissioned on 20th August, 2017 and during the year 2019-20, 131.43 TMT LPG was transported through this pipeline. With respect to the 155 km pipeline from BPCL-KR DT to Palakkad RT, the pipeline lowering is in an advanced stage and the overall physical progress achieved as on 31st March, 2020 is 91.20%.

The second phase is a 42 km 12" pipeline from Puthuvypeen IOCL import terminal to KR. The overall physical progress achieved for this section is 34.50%. The 3rd and 4th phases are 50 km 12" pipeline from Palakkad RT to Coimbatore RT and a 170 km 8" pipeline from Coimbatore RT to Salem RT. For these two phases, the Tamil Nadu Government order on RoU acquisition & compensation was released on 14th February, 2020 and activities for identification/acquisition of RoU have started.

GSPL INDIA TRANSCO LIMITED (GITL)

GITL is a Joint Venture of Gujarat State Petronet Limited (GSPL), IOCL, BPCL and Hindustan Petroleum Corporation Limited (HPCL). BPCL has 11% equity participation in the company, the balance being held by GSPL (52%), IOCL (26%)& HPCL (11%). GITL has been authorised to lay a 1,881 km pipeline from Mallavaram to Bhilwara. BPCL has made an equity contribution of ' 54.12 Crores as on 31st March, 2020. The initial section of the project from Reliance Gas Transmission India Limited interconnection point at Kunchanapalli to Ramagundam Fertilizers & Chemicals Limited's (RFCL)

Plant at Ramagundam has been commissioned on 14th October, 2019 and the gas transportation to RFCL has started w.e.f. 1st November, 2019. The Company has transported approx. 2.17 MMSCM of gas and has earned a nominal revenue through transportation of gas, as the tariff is lower in the initial years of operation.

GSPL INDIA GASNET LIMITED (GIGL)

GIGL is a Joint Venture of GSPL, IOCL, BPCL and HPCL. BPCL has 11% equity participation in the company, the balance being held by GSPL (52%), IOCL (26%) & HPCL (11%). BPCL has made an equity contribution of ' 103.62 Crores as on 31st March, 2020. GIGL has been authorized to lay two cross country gas pipelines viz 1,834 km Mehsana to Bhatinda Pipeline (mBpL) and 740 km Bhatinda to Srinagar Pipeline. The initial sections of the project covering approx. 440 kms viz. Barmer- Pali Pipeline, Palanpur-Pali Pipeline and Jalandhar- Amritsar Pipeline were completed during the year 201819 and have commenced commercial operations. The company has transported approx. 629.59 MMSCM of gas and has earned total revenue of ' 108.96 Crores through transportation of gas till 31st March, 2020. The company is also implementing various sections of the MBPL Project planned under Phase II and has awarded EPC contracts for several sections covering approx. 930 kms which will traverse through the states of Rajasthan, Haryana and Punjab and will cater to the gas demands of various industrial customers and city gas networks enroute the Pipeline. Project implementation activities for these sections are in full swing.

FINO PAYTECH LIMITED (FINO)

BPCL acquired shares in FINO in the year 2016-17 and made an investment of ' 251 Crores. FINO Payments Bank (FPB) (A FINO group entity) completes its third year of operation in June 2020. FPB evolved a new cost- effective channel of operations through the Merchant Network and stabilized 266 branches across India as on 31st March, 2020. Consolidated Revenue from Operations during the year stood at ' 827.37 Crores and consolidated loss for the year 2019-20 was ' 20.67 Crores, as against ' 527.24 Crores and ' 73.33 Crores respectively for the previous year.

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 Reliance Industries Limited (RIL). PIL filed an application before NCLT and paid up share capital was reduced from ' 100 Crores to ' 1 Crore and ' 99 Crores was returned to its promoters. BPCL has 16% equity participation in the company with current investment of ' 0.16 Crores. During the year 2018-19, shareholders of the company had approved voluntary winding up of PIL and appointed an Official Liquidator (Ol) for the same. Liquidation of the company is under process.

PETRONET CI 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 accounts of BPCL The company is under liquidation.

BHARAT RENEWABLE ENERGY LIMITED (BREL)

BREL was incorporated in 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 ' 30 Crores. The company has been promoted by BPCL with Nandan Cleantec Limited (Nandan Biomatrix Limited), Hyderabad and the 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 OL to proceed in accordance with the provisions of the Companies Act was appointed. 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. A reply to the report submitted by the OL has been given and the matter is pending in the Hon'ble High Court of Allahabad.

RATNAGIRI REFINERY & PETROCHEMICALS LIMITED (RRPCL)

An integrated refinery and petrochemical complex of about 60 MMTPA capacity was conceived by the Oil PSUs (OMCs) in the west coast of Maharashtra State, based on growing demand of petroleum fuels and petrochemical

products in the country. Accordingly, BPCL, IOCL and HPCL entered into a Joint Venture Agreement and the JV Company, RRPCL was incorporated in September 2017 with an authorised capital of ' 400 Crores. As on 31st March, 2020, BPCL has made an equity contribution of ' 50 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 a MoU with ADNOC on 25th June, 2018. Saudi Aramco and ADNOC have expressed their intent to together hold up to 50% of the share capital of RRPCL as a NonResident Block as per the MoU, with the 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 Pre-feasibility Report (PFR) by an internationally renowned consultant to assess and forecast the demand of Petrochemical Products and the pricing details of Crude, Fuel Products and Petrochemicals. To carry out the Configuration Study of the mega integrated complex, an international consultant was engaged in July 2018. The entire job was completed in 4 phases and the final report has been submitted in March 2020. Based on the configuration finalized, PFR is being carried out.

IHB PRIVATE LIMITED (IHBPL)

IHBPL is a Joint Venture Company of IOCL, BPCL and HPCL with equity participation in the ratio of 50:25:25. Subsequent to receipt of authorization from PNGRB, IHBPL has been incorporated in July 2019 to construct, operate and manage about 2,800 km long Kandla- Gorakhpur LPG Pipeline for meeting the LPG demand of the bottling plants en-route the pipeline in Gujarat, Madhya Pradesh and Uttar Pradesh.

The pipeline would source LPG from import terminals at Kandla, Dahej and Pipavav on the western coast and also two refineries, i.e. Koyali Refinery of IOCL and Bina Refinery of BORL and deliver LPG to 22 LPG bottling plants en-route. One-third of the project cost is being met through equity by promoters and balance two-third through debt. IHBPL has tied up a Rupee Term Loan arrangement through a consortium of 5 banks led by State Bank of India. Financial closure of the project has been achieved and project implementation is underway.

UJJWALA PLUS FOUNDATION (UPF)

UPF was incorporated in July 2017, as a Joint Venture Company among the 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

receives donations from individuals/Corporates/NGOs etc. which shall be utilized for extending financial assistance for making LPG available to economically disadvantaged households who are not covered by the Pradhan Mantri Ujjwala Yojana.

MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDA)

The MDA 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 MDA 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. MoU for 2020-21 is under finalization. BPCL has been achieving "Excellent" performance rating since 1990-91 till 2018-19. In 2018-19, BPCL achieved an "Excellent" rating with composite score of 90.79.

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, there is no requirement of 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 Wholetime 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.

SECRETARIAL STANDARDS

The Company complies with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

SOCIAL, ENVIRONMENTAL AND ECONOMIC RESPONSIBILITIES AND BUSINESS RESPONSIBILITY REPORT

The Company 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 Company has entered into contracts or arrangements 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 Company on materiality of related party transactions, a transaction entered into with Bharat Oman Refineries Limited, a group 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 Company's website at the link https://www.bharatpetroleum.com/about-bpcl/ our-policies.aspx

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company 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, 2020, 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 of the Audit Committee. The Company's internal financial controls and risk management systems are assessed by the Audit Committee. The Company has adopted a Risk Management Charter and Policy for selfregulatory 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, 2020, 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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company 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 D. Rajkumar, C&MD superannuated at the close of office hours on 31.08.2020. The Directors have placed on record their deep appreciation on behalf of the Board for the valuable contributions made and guidance given by him for the development and progress of the company's business. Shri K. Padmakar, Director (Human Resources) has been entrusted with the additional charge of the post of Chairman and Managing Director w.e.f. 01.09.2020 by Ministry of Petroleum and Natural Gas.

Shri R. Ramachandran, Director (Refineries) superannuated at the close of office hours on 31.08.2020. The Directors have placed on record their deep appreciation on behalf of the Board for the valuable contributions made and guidance given by him for the development and progress of the Company's business.

Shri Rajesh Aggarwal, Additional Secretary & Financial Advisor, Ministry of Petroleum & Natural Gas was appointed as Additional Director w.e.f. 08.01.2020. 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 Harshadkumar P. Shah was appointed as Additional Director on the Board to act as an Independent Director w.e.f. 16.07.2019. The Shareholders have appointed him as an Independent Director of the Company at the AGM held on 30.08.2019.

Shri Rajesh Kumar Mangal, Independent Director ceased to be a Director w.e.f. 01.12.2019 on completion of his tenure. Shri Rajiv Bansal, Government Nominee Director ceased to be a Director of the Board w.e.f. 08.01.2020. Shri Vishal V Sharma, Independent Director ceased to be a Director w.e.f. 09.02.2020 on completion of his tenure. Smt. Jane Mary Shanti Sundharam, Independent Director resigned from Directorship w.e.f. 05.03.2020 due to personal reasons. 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 Vinay Sheel Oberoi, Independent Director ceased to be the Director of the Board w.e.f. 10.04.2020 due to his demise. The Directors place on record his contributions towards the Company and express their deep condolences for his sad demise.

Smt. V. Kala was appointed as Company Secretary w.e.f. 13.2.2020. Shri M. Venugopal, Company Secretary superannuated on 31.12.2019.

Dr. K. Ellangovan, Director 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

The Independent Directors of the Company have provided a declaration 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/about-bpcl/our-policies.aspx

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 Company has implemented the Whistle Blower Policy to ensure greater transparency in all aspects of the Company'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 the 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.com/about-bpcl/our- policies.aspx

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 the Investors' column.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The details are included in the MDA 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 2019-20, 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 AGM. The C&AG has been approached for the appointment of Statutory Auditors for the financial year 2020-21.

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

COST RECORD AND COST AUDIT

The Company has prepared and maintained cost records as prescribed under Section 148(1) of the Companies Act, 2013 for the year 2019-20. The Cost Audit Report for the year 2018-19 has been filed with the Ministry of Corporate Affairs before the due date in XBRL Format. The Cost Auditors for the year 2018-19 were M/s ABK & Associates, Mumbai and M/s Bandyopadhyaya Bhaumik & Company, Mumbai. The same Cost Auditors have been appointed for the year 2019-20.

SECRETARIAL AUDITOR

The Board has appointed M/s Dholakia & Associates LLP, Company Secretaries to conduct the Secretarial Audit for the year 2019-20. The Secretarial Audit Report for the financial year ended 31st March, 2020 is enclosed as Annexure I to this Report.

The Secretarial Audit Report contains observations that the Company did not have the following :

a) A Woman Director on its Board pursuant to the second proviso of sub-section (1) of Section 149 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17(1)(a) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 for the period 05.03.2020 to 31.03.2020.

b) Optimum combination of executive and non-executive directors, pursuant to Regulation 17(1)(a) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and CPSE Guidelines for the period 05.03.2020 to 31.03.2020.

c) Sufficient number of Independent Directors on its Board, as required under Regulation 17(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and CPSE Guidelines for the period under review i.e. 01.04.2019 to 31.03.2020 and pursuant to subsection (4) of Section 149 of the Act for the period from 09.02.2020 to 31.03.2020.

Explanations by the Board to the above observations 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 including Woman Director 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.

The Company has an Internal Complaints Committee (ICC) to address complaints pertaining to sexual harassment in the workplace. During the year under review, there were 7 complaints of sexual harassment in respect of our employees. The matter was taken up by the ICC, enquiries were conducted by them and 5 cases were resolved and closed. There are 2 pending cases as on 31st March, 2020. There were no pending complaints pertaining to the previous year.

ACKNOWLEDGEMENTS

In these calamitous times of the global COVID-19 pandemic, our employees have been in the forefront, leading the challenge with grit, determination and resilience, expending tremendous efforts in fuelling the nation. The Directors commend their diligence and dedication and reiterate their stance on considering them as the most valuable assets of the Company.

The Directors gratefully 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 have been instrumental in BPCL's creditable performance.

The Directors also appreciate the loyalty and encouragement of the customers, business partners and shareowners, which have underpinned BPCL's growth trajectory through the years.

The Directors assure of their commitment to BPCL's plans to succeed in a disruptive future, continuously expanding horizons to deliver immense value.

For and on behalf of the Board of Directors

Sd/
K. Padmakar
Chairman & Managing Director
Place : Mumbai
Date : 5th September, 2020

   

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