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Bharat Petroleum Corporation Ltd.

BSE: 500547 Sector: Oil & Gas
NSE: BPCL ISIN Code: INE029A01011
BSE 00:00 | 27 Mar 278.90 -3.50
(-1.24%)
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290.00

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303.95

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274.60

NSE 00:00 | 27 Mar 278.75 -3.55
(-1.26%)
OPEN

290.00

HIGH

304.00

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OPEN 290.00
PREVIOUS CLOSE 282.40
VOLUME 274382
52-Week high 549.70
52-Week low 252.00
P/E 8.44
Mkt Cap.(Rs cr) 60,500
Buy Price 278.90
Buy Qty 99.00
Sell Price 286.80
Sell Qty 1.00
OPEN 290.00
CLOSE 282.40
VOLUME 274382
52-Week high 549.70
52-Week low 252.00
P/E 8.44
Mkt Cap.(Rs cr) 60,500
Buy Price 278.90
Buy Qty 99.00
Sell Price 286.80
Sell Qty 1.00

Bharat Petroleum Corporation Ltd. (BPCL) - Director Report

Company director report

The Board of Directors takes pleasure in presenting its Report on the performance ofBharat Petroleum Corporation Limited (BPCL) for the year ended 31st March2019.

PERFORMANCE OVERVIEW

Group Performance

During 2018-19 the aggregate refinery throughput of BPCL's Refineries at Mumbai andKochi along with its Subsidiary Company Numaligarh Refinery Limited (NRL) and considering50% throughput of Joint Venture Company (JVC) Bharat Oman Refineries Limited (BORL) was36.76 Million Metric Tonnes (MMT) as compared to 34.72 MMT during 2017-18. The BPCL Groupended the year with Market Sales of 43.30 MMT as compared to 41.38 MMT during 2017-18.During the year the BPCL Group exported 1.99 MMT of petroleum product as against 2.02 MMTduring 2017-18.

During this Financial Year the Group achieved Gross Revenue from Operations of Rs.340879.15 crores as compared to Rs. 279437.99 crores in 2017-18. The Net Profitattributable to BPCL stood at Rs. 7802.30 crores in 2018-19 as against Rs. 9008.63crores in the previous year. The Group has recorded Earnings per Share of Rs. 39.67 in thecurrent year as against Rs. 45.80 in 2017-18 after setting off the minority interest.

CONSOLIDATED GROUP RESULTS 2018-19 2017-18
Physical Performance
Refinery Throughput (MMT) 36.76 34.72
Market Sales (MMT) 43.30 41.38
Financial Performance Rs. in Crores
Gross Revenue from Operations 340879.15 279437.99
Profit before Depreciation Finance Costs and Tax 17149.77 16955.38
Finance Cost 1763.95 1185.74
Depreciation & amortization expense 3417.77 2885.00
Share of profit of equity accounted investee (net of income tax) 937.32 1288.88
Profit before Tax 12905.37 14173.52
Provision for Taxation - Current Tax 3109.18 3234.82
Provision for Taxation - Deferred Tax 1367.53 1452.24
Short / (Excess) provision for Taxation for earlier years (99.19) (305.45)
Net Profit for the year 8527.85 9791.91
Minority Interest 725.55 783.28
Net Profit attributable to BPCL 7802.30 9008.63
Other Comprehensive Income attributable to BPCL (1173.05) 455.35
Total Comprehensive Income attributable to BPCL 6629.25 9463.98
Group Earnings per share attributable to BPCL (Rs.) 39.67 45.80

Company Performance

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

COMPANY STANDALONE RESULTS 2018-19 2017-18
Physical Performance
Refinery Throughput (MMT) 31.01 28.54
Market Sales (MMT) 43.07 41.21
Financial Performance Rs. in Crores
Gross Revenue from Operations 337622.53 277270.54
Profit before Depreciation Finance Costs and Tax 14947.86 14772.22
Finance Cost 1318.96 833.25
Depreciation & amortization expense 3189.28 2653.00
Profit before tax 10439.62 11285.97
Provision for Taxation - Current Tax 2079.00 2141.08
Provision for Taxation - Deferred Tax 1316.48 1434.58
Short/(Excess) provision for taxation of earlier years (87.88) (265.99)
Net Profit for the year (A) 7132.02 7976.30
Other Comprehensive Income (OCI) (201.60) 9.14
Total Comprehensive Income for the year 6930.42 7985.44
Opening Balance of Retained Earnings (B) 5027.35 3074.56
Amount available for disposal (A+B) 12159.37 11050.86
The Directors propose to appropriate this amount as under:
Towards Dividend:
Final Dividend of previous year 1518.48 144.62
Corporate Dividend Tax on Final dividend of previous year 287.98 -
Interim Dividend 2386.18 3036.95
Corporate Dividend Tax on interim dividend 359.97 420.49
For transfer to Debenture Redemption Reserve 295.91 297.74
For transfer to General Reserve 2500.00 2400.50
Income from BPCL Trust for Investment in Shares (364.27) (296.81)
Re-measurements of Defined Benefit Plans (Net of tax) 138.02 (24.39)
Effect of merger of Petronet CCK Ltd 44.41
For transfer to Deferred Income on account of implementation of Ind AS 115 39.79
Closing Balance of Retained Earnings 4997.31 5027.35
Summarized Cash Flow Statement :
Cash Flows:
Inflow/(Outflow) from Operating Activities 7644.85 9009.25
Inflow/(Outflow) from Investing Activities (7536.58) (4740.88)
Inflow/(Outflow) from Financing Activities (87.49) (4422.92)
Net increase/(decrease) in cash & cash equivalents 20.78 (154.55)

BPCL's Gross Revenue from operations for 2018-19 stood at Rs. 337622.53 croresreflecting an increase of 21.77% over the previous year's revenues of Rs. 277270.54crores. The profit before tax for the year was Rs. 10439.62 crores as compared to Rs.11285.97 crores in 2017-18. After providing for Tax (including deferred tax) of Rs.3307.60 crores as against Rs. 3309.67 crores during the last year the Profit after Taxfor the year stood at Rs. 7132.02 crores as against Rs. 7976.30 crores in 2017-18.Internal Generation during the year was lower at Rs. 7449.44 crores as against Rs.8758.63 crores in 2017-18 mainly due to lower Profit after Tax.

The Earnings per Share amounted to Rs. 36.26 in 2018-19 as compared to Rs. 40.55 in2017-18. The Earnings per Share is after adjustment of Bonus Shares issued during 2017-18and BpCl Trust for Investment in Shares.

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

As per Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the top five hundred listedentities shall formulate a Dividend Distribution policy. Accordingly a DividendDistribution policy has been adopted to set out the parameters and circumstances thatwill be taken into account by the Board in determining the distribution of Dividend to itsshareholders and/or retaining the profit into the business. The policy is enclosed asAnnexure J to the Board Report and is available on the Corporation's website athttp://www.bharatpetroleum.com/images/ files/DDP%20Final%20File.pdf

BPCL's contribution to the exchequer by way of Taxes Duties and Dividend during2018-19 amounted to Rs. 95035.24 crores as against Rs. 89725.13 crores in the previousFinancial Year.

As on 31st March 2019 BPCL's Total Equity stands at Rs. 36737.68 croresas against the previous year's figure of Rs. 34131.49 crores.

Dividend

The Board of Directors has recommended a Final Dividend of Rs. 8 per equity share (i.e.@ 80% of the paid up share capital) for the year on the paid-up share capital of Rs.2169.25 crores which amounts to Rs. 2092.12 crores inclusive of Rs. 356.72 crores forDividend Distribution Tax. In addition Interim Dividend of Rs. 11 per equity share (i.e.@ 110% of the paid up share capital) totaling to Rs. 2746.15 crores inclusive of Rs.359.97 crores for Dividend Distribution Tax was declared and distributed during the year.

Transfer to Reserves

It is proposed to transfer Rs. 2500 crores to the General Reserve and Rs. 295.91crores to the Debenture Redemption Reserve out of the amount available in RetainedEarnings and transfer Rs. 243.92 crores from Debenture Redemption Reserve to GeneralReserve.

Divestment of Shares

During the year the Government of India disinvested 21999057 equity shares infavour of Bharat 22 ETF (an exchange traded fund comprising of PSU stocks). Consequentlythe holding of the President of India in the equity share capital was reduced to 53.29% asat 31st March 2019 from 54.31%.

Borrowings

Borrowings from banks increased to Rs. 11952.11 crores as at 31st March2019 from Rs. 11364.43 crores as at 31st March 2018. Loans from Oil IndustryDevelopment Board stand at Rs. 1358.50 crores as at 31st March 2019 ascompared to Rs. 1357.94 crores at the end of the previous year. Debentures worth Rs. 1000crores were issued during the year 2018-19. The total Debentures outstanding as at 31stMarch 2019 was Rs. 2299.32 crores as compared to Rs. 1299.52 crores at the end of theprevious year. 4.625% US Dollar International bonds issued during 2012-13 of USD 500Million (equivalent to Rs. 3447.27 crores) remained outstanding as on 31st March2019. 3% Swiss Franc International Bonds issued during 2013-14 of CHF 200 Million(equivalent to Rs. 1390.54 crores) remained outstanding as on 31st March 2019.4% US Dollar International bonds issued during 2015-16 of USD 500 Million (equivalent toRs. 3436.12 crores) remained outstanding as on 31st March 2019. 4.375% USDollar International bonds issued during 2018-19 of USD 500 Million (equivalent to Rs.3448.98 crores) remained outstanding as on 31st March 2019. Loans throughTriparty Repo Settlement System (TREPS)/ Collateralised Borrowing and Lending Obligations(CBLO) of Clearing Corporation of India Limited stand at Rs. 1000.00 crores as at 31stMarch 2019 as compared to Rs. 1500.00 crores at the end of the previous year. CommercialPaper outstanding as at 31st March 2019 amounts to Rs. 737.19 crores ascompared to Nil at the end of the previous year.

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

Deposits from Public

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

Capital Expenditure

Capital Expenditure including investments in JVCs Bharat Gas Resources Limited (BGRL)and exploration through a Subsidiary company during the year 2018-19 amounted to Rs.10992.80 crores (Budget estimate of Rs. 7400.00 crores) as compared to Rs. 8997.76crores during the year 2017-18.

C&AG Audit on Financial Statements

The Comptroller and Auditor General of India's (C&AG) comment upon or supplement tothe Statutory Auditors' Report on the Accounts for the year ended 31st March2019 is annexed as Annexure E.

C&AG Audit on Other Matters: As at 31st March 2019 there are sevenpending published paras related to the C&AG audit. These relate to extension of creditfacility to a defaulter company implementation of PAHAL (DBTL) Scheme for LPGUnwarranted collection of delivery charges from RGGLV consumers on sale of cylinders oncash and carry basis payment of stagnation relief to employees payment towardsencashment of employee leave together with employer's share of EPF contribution paymentof shift allowance to executives and payment to employees on the occasion of completion of40 years by the Company and 50 years by Kochi Refinery

in contravention of DPE Guidelines. The audit objections have been suitably replied toand the same are under their review.

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

REFINERIES

During the year 2018-19 the operational performance of the refineries has shown anincreasing growth profile over the past year. The refinery throughput at BPCL's Refineriesat Mumbai and Kochi was 31.01 MMT as against 28.54 MMT achieved in the previous year. BPCLachieved a Gross Refining Margin (GRM) for the year 2018-19 at USD 4.58 per barrel (Rs.7319 crores) as compared to USD 6.85 per barrel (Rs. 9356 crores) realized in 2017-18.On the historic day of 27th January 2019 Bharat Petroleum's IntegratedRefinery Expansion Complex at Kochi Refinery was dedicated to the nation by Hon'ble PrimeMinister of India Shri Narendra Modi in the most distinguished presence of the Governorof Kerala Justice P. Sathasivam Hon'ble Chief Minister of Kerala Shri Pinarayi Vijayanand Union Minister for Petroleum and Natural Gas and Minister for Skill Development andEntrepreneurship Shri Dharmendra Pradhan. The foundation stone of Bharat Petroleum'sPetrochemical Complex at Kochi Refinery and the Skill Development Institute at Ettumanoorwere also laid on this historic day. Post this mega-expansion Kochi Refinery is now thelargest public sector refinery with an installed refining capacity of 15.5 Million MetricTonnes Per Annum (MMTPA).

Operating Performance of Refineries

Parameters

Mumbai Refinery (MR)

Kochi Refinery (KR)

2018-19 2017-18 2018-19 2017-18
Crude Processed (MMT)* 14.77 14.05 16.05 14.10
Total Throughput (MMT)* 14.78 14.29 16.23 14.25
Capacity Utilisation (%) 123.08 119.08 103.54 114.91
GRM (USD/bbl) ** 4.92 7.26 4.27 6.44
GRM (in Rs. Crores) 3816 5023 3503 4333

*highest ever for both the refineries

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

Products MR KR
Distillate Yield (%) 82.5 82.5
Transportation (vol % on crude oil processing) 72.5 76.1
Motor Spirit (TMT)* 2712 2666
HSD (TMT)* 6589 7849

*highest ever for both the refineries

MARKETING

During the year 2018-19 BPCL's market sales volume was 43.07 MMT as compared to 41.21MMT in the previous year registering a growth of 4.51%. BPCL's market share amongst thepublic sector oil companies was 23.83% as at 31st March 2019 as compared to23.75% at the end of the previous year an increase of 0.08%.

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

PIPELINES

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

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

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

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

MAJOR PROJECTS

Ennore Coastal Terminal Project

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

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

Heat Traced Pipeline in Kochi Refinery

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

Heat Traced Pipeline in Mumbai Refinery

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

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

Gasoline Hydro Treatment Unit (GTU) at Mumbai Refinery

The project envisages installation of a Gasoline Hydro Treatment Unit (GTU) to produce100% BS VI MS (Motor Spirit). The approved cost of the project is Rs. 554.00 crores.

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

Propylene Derivative Petrochemical Project (PDPP) at Kochi Refinery

The project envisages production of niche petrochemicals utilizing Polymer GradePropylene produced from the Petro FCCU being set up as part of IREP. The PDPP projectenvisages production of Acrylic Acid Oxo Alcohols and Acrylates utilizing approximately250000 MT per annum of Polymer Grade Propylene. The approved cost of the project is Rs.5245.96 crores.

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

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

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

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

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

The project envisages production of propylene based niche petrochemicals with highgrowth rate and demand such as Polyols Propylene Glycol and Mono Ethylene Glycolutilizing propylene and ethylene feed stock from Kochi Refinery. The preliminary costestimate for the project is approx. Rs. 11130.00 crores.

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

2G Ethanol Bio-refinery at Bargarh (Odisha)

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

LPG Import Facility at Haldia

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

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

POL Terminal with Railway Siding at Pune

The project envisages construction of a new rail fed POL terminal at Pune withapproximately 45 TKL storage tanks 12 bay tank lorry gantry full rake single spurrailway siding and associated firefighting facilities. The approved cost of the project isRs. 282.64 crores.

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

Coastal Terminal with Railway Siding at Krishnapatnam

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

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

Resitement of Raichur Depot to Gulbarga

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

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

Mumbai Manmad Pipeline Re-routing

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

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

Multiproduct Pipeline from Bina Dispatch Terminal to POL Terminal at Kanpur

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

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

Multiproduct Pipeline from Irugur to Devangonthi

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

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

RESEARCH & DEVELOPMENT (R&D)

R&D plays a pivotal role in expanding the knowledge base creating newtechnologies niche products and future capabilities. The R&D centers of BPCL areinvolved in developing cutting edge technologies innovative products/processes andcleaner fuels to increase the Company's profitability and reduce the environmentalfootprint.

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

In view of the said objective CRDC actively deals in the areas of catalystdevelopment biofuels process modeling & simulation reactor technology developmentcrude oil characterization and compatibility residue upgradation petrochemicals nicheproducts & additive development and waste utilization. The key objective of thiscenter is to provide support to all business units through advanced technical servicesdevelop innovative products and processes in niche areas and improve processes throughtechnological innovation.

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

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

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

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

NON-CONVENTIONAL ENERGY

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

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

INDUSTRIAL RELATIONS

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

Skill Development

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

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

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

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

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

Education

There is no denying that education is one of the most fundamental enablers forrealizing India's demographic advantage. Lack of access to quality education is a hugeobstacle to development of an equitable society and a sustainable economy. BPCL's flagshipeducation projects have been replicated and scaled up at various locations in India. TheComputer Assisted Learning (CAL) project is one such project promoting education throughdigital literacy for students till the 10th standard in low income schools ofUran Lucknow Mumbai and Jaipur. Project CAL has been replicated in 47 centres located inMunicipal Corporation of Greater Mumbai (MCGM) school buildings & 20 schools inWashala a tribal village in Thane district. The intervention focuses on improvingchildren's learning levels in Mathematics and Language through the use of computers. Morethan 1 lakh children have been benefitted under this initiative since its inception.

Impacting the lives of children through supporting their educational pursuits has beenthe aim of our projects. 50 Shiksha Kendras were supported in most rural parts ofRajasthan to reduce the dropout rates and increase the learning levels of children.

One of BPCL's flagship projects for teacher & school leader training“Saksham” has completed its sixth batch successfully. This set of primary/upperprimary teachers and headmasters from 69 low income/Government schools of Mumbai weretaken through a series of sessions on various topics both pedagogical and managementrelated. This project encourages teachers to use new techniques for teaching classroommanagement as well as developing new teaching materials according to the differentialneeds of the class. This year 162 primary/ upper primary teachers and school leaders weretrained throughout the year.

A structured component of ‘employee volunteering programme - Once upon a time' isalso an intrinsic part of the project where BPCL employees get a chance to recite moralbased stories on saturdays to children from low income schools of Mumbai.

Water conservation

Water is at the core of sustainable development and is critical for socio-economicdevelopment energy and food production healthy ecosystems and for human survival itself.The importance of water has risen from micro to macro issues; therefore BPCL's Project“BOOND” a water conservation project through rainwater harvesting aims attransforming villages from water scarce to water positive. Through various projects BPCLhas engaged the communities in the various activities involved be it through formation ofvillage level associations children's clubs micro-finance groups or farmer federationsthereby working towards ensuring sustainability. BPCL has successfully reached out bothdirectly and indirectly to the communities in the villages through the desilting of tankssupply channels and link channels in the chain strengthening of bunds check-damsvillage ponds repair /reconstruction of structures for water regulation setting up roofrainwater harvesting thereby increasing the availability of water. This project which isongoing in the states of Tamil Nadu and Karnataka has reached out to 42 villages in theyear. This has increased agricultural yield and horticulture produce contributing towardsreduced migration.

Community Development

The Company's Community Development initiatives seek to empower individuals groups ofpeople and families with the amenities they need to effect change within theircommunities. The projects are based on extensive need assessment and focus on providingsustainable solutions that engage the community that is benefited. BPCL has supported amega project of integrated development of communities in district Gadchiroli situated inthe south-eastern corner of Maharashtra which includes interventions on water harvestingsafe drinking water sustainable livelihood program establishment of libraries centralkitchen etc.

Health & Hygiene

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

One of the major projects undertaken in the most difficult terrains of AspirationalDistricts is for development of affordable cancer care for the population in DarrangAssam. The project will ensure health promotion cancer awareness cancer preventionearly detection screening and high quality treatment with palliative care.

With an objective of reducing the burden of avoidable disability in rural communitiesBPCL has supported the world's first hospital on a train by providing over 16500patients with both surgical and non-surgical medical aid in addition to traininghealthcare providers. Alongside the targeted healthcare interventions projects have beenundertaken for providing clean drinking water to communities and nutrition tounderprivileged children.

One of the iconic projects for which support has been initiated is for the effectiveprevention and control of Acute Encephalitis Syndrome (AES) in Gorakhpur region UttarPradesh. Due to huge unmet needs related to primary healthcare in Gorakhpur regionchildren affected with AES do not receive primary treatment in time. By the time the casesare referred to hospitals it is often too late. Therefore the project has beenestablished to tackle the issue in Gorakhpur region.

The Corporation enthusiastically participated in ‘Swachh Bharat Abhiyan' theflagship movement of the Government of India. BPCL has been relentlessly working towardsmaking Bharat ‘Swachh'. The Corporation aims and contributes in creating an‘Open Defecation Free' country through the construction and renovation of more than3500 toilets in schools and communities till date.

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

Some of the new and innovative initiatives undertaken by the Mumbai Refinery CSR teamtargeted to energise all surrounding stakeholders were the introduction of a 24x7Emergency Mobile Ambulance a Mobile Medical Dispensary a dedicated allopathy clinicfree cancer screening & medical camps under Project ‘Swasthya' a dedicatedStudent Scholarship Scheme - ‘BPCL Ratna' for economically backward and SC/STstudents a unique Women's Empowerment initiative through Selfhelp groups project formanufacturing Sanitary Napkins a Vocational Training (MCVC) program - ‘ProjectKaushalya' and a placement linked skill training for 100 youth to name a few.

BPCL-Kochi Refinery has undertaken various community development activities in itssurroundings for the last four decades. ‘Roshni' Learning Enhancement Project for thechildren of interstate labourers was one of the major educational projects of the year2018-19. Around 750 children were benefited from this project which aims to bringstudents into the mainstream of society by acquiring proficiency in Malayalam and Englishby taking extra morning classes by language experts using the Code-Switching strategy.Similarly several projects are completed for providing nutrition improved facilities andquality education in Government schools including those for tribal children e.g.Ekalvidyalayas.

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

The refinery also contributes to the care of poor cancer patients by construction of aRehabilitation and Palliative Care Center of Cancer Foundation near our Shore Tank Farm atPuthuvypeen. Trauma Care is another area of focus and dedicated Trauma Care Units arebeing constructed at Ernakulam General Hospital and Koothuparambu Taluk Hospital in KannurDistrict.

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

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

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

PROMOTION OF SPORTS

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

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

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

BPCL has been following in letter and spirit the Presidential Directives and otherguidelines issued from time to time by MOP&NG Ministry of Social Justice andEmpowerment and the Department of Public Enterprises relating to reservations /concessions for Scheduled Castes / Scheduled Tribes / Other Backward Classes. An adequatemonitoring mechanism has been put in place for sustained and effective complianceuniformly across the Corporation. Rosters are maintained as per the Directives and areregularly inspected by Liaison Officer of the Corporation as well as the Liaison Officerof MOP & NG to ensure proper compliance of the directives.

SC/ST and economically backward students are encouraged by awarding scholarships tostudents pursuing courses at ITI & Secondary School education up to graduation level.

BPCL also complies with provisions under “The Persons with Disabilities (EqualOpportunities Protection of Rights and Full Participation) Act 1995 relating toproviding employment opportunities for Persons with Disabilities (PWDs).

Details relating to representation/appointment of SC/ ST/OBC candidates and Personswith Disabilities are enclosed as Annexure C.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

BPCL has continued its compliance towards the implementation of Official Language asper the Annual Program 2018-19 issued by Department of Official Language Government ofIndia Ministry of Home Affairs. The Corporation has formed and updated all the essentialcommittees viz. OLIC (Official Language Implementation Committee) TOLIC (Town OfficialLanguage Implementation Committee) etc. at the Regional Office/ Location/Refinery levelsthus framing a robust system to review and evaluate the progressive usage of Hindi on aquarterly half-yearly and yearly basis.

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

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

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

As a part of encouraging employees' children for promoting Hindi 395 children weregiven Official Language Prizes for scoring more than 60% marks in Hindi subject in 10thand 12th Classes. All the Regions and Refineries organized Hindi CoordinatorsMeets for annual review and to devise new initiatives for progressive usage of Hindiacross the Corporation. Hindi Training and Workshops on Indic bilingual softwarevoice-typing machine translation and Quarterly Progress Report were organized on an allIndia basis for imparting enhanced and important techniques of compliance.

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

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

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

Citizen's Charter

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

Public Grievance Redressal (PG)

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

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

BPCL redressed and closed 6539 grievances out of 6730 grievances received in FY2018-19 with an average disposal time of 13 days as against the norm of 30 days fixed fordisposal.

Customer Care System (CCS)

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

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

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

Right to Information (RTI)

BPCL is a Public Authority under the RTI Act 2005 and complies with all therequirements of the RTI Act 2005. BPCL receives and handles RTI requests through the RTIonline portal at www.rtionline.gov.in which is a unified RTI portal of the Government ofIndia. BPCL's Corporate Website www.bharatpetroleum.in has a separate section earmarkedon RTI for better understanding of the public at large. Suo motu disclosure under section4(1)(b) of the Act is updated regularly.

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

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

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

During the year 2018-19 BPCL received 3788 RTI queries and 477 appeals. All the RTIqueries and appeals were replied on time. The RTI Act 2005 was implemented on 12.10.2005and since then in this journey of effective RTI implementation of over 13 years BPCL hashandled 37334 RTI applications 5344 first appeals and 929 second appeals addressed toCentral Information Commission (CIC).

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

MICRO & SMALL ENTERPRISES

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

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

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

A “Premier Vendor Workshop” was held during November 2018 wherein DeputyDirector MSME-DI Mumbai made a detailed presentation on benefits of PPP for MSEs Order2012 and its amendment to the vendors. A fortnight long “Entrepreneurship DevelopmentProgramme” was conducted by Kochi Refinery during March 2019 to encourage buddingSC/ST entrepreneurs to develop in their respective fields. A total of 26 SC/ST candidateswere trained in the programme. BPCL was awarded the second runner up prize in theMaharatna Category by Ministry of MSME for exemplary performance for the work done underPublic Procurement Policy.

The MSE procurement plan for 2018-19 was put up on the BPCL website. It can be viewedat https://bharatpetroleum. com/Bharat-Petroleum-For/Business-Associates/Vendors. aspx. Asper mandate of PPP for MSEs Order 2012 a nodal officer in BPCL is already appointedsince the year 2012 and the contact details and name is communicated regularly to the MSMEMinistry. Similarly contact details of the nodal officer for SC/ST related activities hasalso been communicated to the MSME ministry.

For the year 2018-19 the total procurement value for BPCL for Goods and Servicesexcluding Works Contracts where MSEs could have participated was Rs. 12019.24 crores andthe actual procurement value from MSEs was Rs. 3053.01 crores i.e. an achievement of25.40 % which is in line with the target of 25%.

VIGILANCE

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

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

A series of training programs and conferences were organized during the year includinga customized program at CBI Academy at Ghaziabad which enabled Vigilance officers developa comprehensive understanding of various guidelines and processes. Vigilance Awarenesssessions were conducted for employees working at operating locations and commercialoffices by Vigilance officers during their visits to enhance knowledge & awareness onthe operational aspects of various circulars and guidelines issued by the CentralVigilance Commission (CVC) and the Ministry.

With an objective to keep a check on the implementation of prescribed procedures andpractices surprise inspections were conducted at a few of the operative locations RetailOutlets LPG Distributorships etc. It also involved inspections of majorprojects/works/procurements to observe & recommend areas of improvements to concerneddepartments. Comprehensive System Studies were conducted in critical areas in theorganization and observations analysis inferences & recommendations were discussedwith business role holders to bring about the suggested improvements expeditiously.

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

Opening Balance (as on 01.04.2018) Received during the Year Total Disposed during the Year Closing Balance (as on 31.03.2019)
47 34 81 24 57

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

Awareness being the first step towards action BPCL enthusiastically organized avariety of programs across the country during the Vigilance Awareness Week from 29thOctober to 3rd November 2018 with the theme “Eradicate Corruption - Builda New India”.

The ninth edition of Vigilance magazine ‘Vigilance Plus' was released which hadarticles on good governance ethics & values experiences of individuals poems andhighlights of the activities conducted during the year including Vigilance Awareness Week2018.

SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The Group consists of 5 Indian subsidiaries and 6 foreign subsidiaries as on 31stMarch 2019. Further the Company has 22 Joint Venture Companies and Associate Companieswithin the meaning of Section 2 (6) of the Companies Act 2013 (“the Act”).

Details of Company that has become a Subsidiary during the financial year 2018-19 i) Bharat Gas Resources Limited
Details of Company that has become a Joint Venture/ Associate during the financial year 2018-19 Nil
Details of Company that has ceased to be a Subsidiary during the financial year 2018-19 i) Petronet CCK Limited
Details of Company that has ceased to be a Joint Venture/ Associate during the financial year 2018-19 Nil

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

The Corporation has placed its financial statements including Consolidated FinancialStatements and all other documents required to be attached thereto on its websitewww.bharatpetroleum.in as per Section 136(1) of the Act. Further the Company has alsoplaced separate Annual Reports/ audited accounts in respect of each of its IndianSubsidiaries on its above website. A copy of the said documents will be available forinspection 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 atthe link: https://www.bharatpetroleum.co.in/about-bpcl/our- policies.aspx

SUBSIDIARY COMPANIES

NUMALIGARH REFINERY LIMITED (NRL)

NRL was incorporated in 1993 with an authorized share capital of Rs. 1000 crores. Itis a Category I Mini Ratna company and has a 3 MMTPA refinery at Numaligarh in Assam.Besides the refinery NRL has two marketing terminals one at Numaligarh & the otherat Siliguri for evacuation of product. NRL also has a 42 TMTPA LPG Bottling Plant atNumaligarh. As on 31st March 2019 the paid up capital of NRL was Rs. 735.63crores of which BPCL holds 61.65%. During 2018-19 NRL crude throughput was 2.90 MMT ascompared to 2.81 MMT in the previous year. NRL revenue from operations was Rs. 18511crores for the financial year ending 31st March 2019 as compared to Rs. 15923crores in the previous year. The company's consolidated profit after tax for the yearstood at Rs. 1980.28 crores as against profit of Rs. 2041.95 crores in the previousyear. The earnings per share (EPS) for the year 2018-19 was Rs. 26.92 as compared to Rs.27.76 in 2017-18. An interim dividend of Rs. 14 per fully paid equity share of Rs. 10 eachhas been paid and the Board of Directors of NRL has recommended a final dividend of Rs. 3per share which will result in total dividend declared of Rs. 17 per fully paid equityshare of Rs. 10 each for the current financial year as compared to Rs. 18.50 per share inthe previous year. NRL had a net worth of Rs. 5486.16 crores as at 31st March2019.

NRL is going for the capacity expansion of Numaligarh Refinery from 3 MMTPA to 9 MMTPAat an estimated cost of Rs. 22954 crores. Government approvals for the same have beenobtained and necessary activities have started.

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

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

BHARAT PETRORESOURCES LIMITED (BPRL)

Bharat PetroResources Limited (BPRL) was incorporated in October 2006 as a 100%subsidiary of BPCL to cater to the upstream activities of BPCL. As on 31stMarch 2019 BPCL's investment is Rs. 5000 crores in equity. In addition to this BPCL hasgiven a loan of Rs. 1100 crores to BPRL. BPRL has recorded a consolidated income of Rs.180.63 crores and a consolidated loss of Rs. 95.69 crores for the financial year ending 31stMarch 2019 as against a consolidated income of Rs. 215.95 crores and consolidated loss ofRs. 68.72 crores in the previous year.

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

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

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

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

BPCL-KIAL FUEL FARM PRIVATE LIMITED (BKFFPL)

BPCL signed a Joint Venture Agreement with KIAL (Kannur International Airport Ltd.) fordesign construction commissioning and operation of the Fuel Farm at Kannur InternationalAirport on 74:26 equity basis. The company has been incorporated on 18.05.2015. As on31.03.2019 the authorized capital of the company is Rs. 18 crores and paid up capital isRs. 9 crores. The Fuel Farm has been commissioned on 09.12.2018 alongwith the commencementof operations at Kannur International Airport.

BHARAT GAS RESOURCES LIMITED (BGRL)

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

Subsequent to incorporation of the company BGRL has been awarded the AA+ credit ratingby reputed rating company CRISIL. BGRL has been also successful in receiving LEI (LegalEntity Identifier) registration which is a global reference number that uniquelyidentifies every legal entity or structure that is party to a financial transaction in anyjurisdiction.

BGRL has entered into a Long Term Sales & Purchase Agreement with M/s. MozambiqueLNG1 Company Pvt. Ltd. for sourcing of LNG from Mozambique. This contract is for 15 yearswith volume of 1 MMTPA after ramp-up. The supply is likely to start from Financial Year2024-25.

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

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

JOINT VENTURE COMPANIES AND ASSOCIATES

BHARAT OMAN REFINERIES LIMITED (BORL)

Bharat Oman Refineries Ltd. (BORL) is a Joint Venture between BPCL and Oman Oil CompanyS.A.O.C (OOC). As on 31st March 2019 it had authorized share capital of Rs.7000 Crores and paid up equity share capital of Rs. 1777.23 Crores with both BpCl andOOC holding equity stake of 50% each. BPCL has given a loan of Rs. 1254.10 Crores andsubscribed to Share Warrants of Rs. 1585.68 Crores. Further the State of Madhya Pradeshhas also subscribed to Rs. 26.90 Crores of share warrants in BORL. BPCL has alsosubscribed to Zero Percent Compulsorily Convertible Debentures of Rs. 1000 Crores.

During the year 2018-19 BORL has completed its debottlenecking project enhancing therefining capacity from the existing 6.0 MMTPA to 7.8 MMTPA and meeting BS VI productquality specifications. Crude oil intake during 2018-19 was 5716 TMT with averagecapacity utilization of 95%. The company has reported Revenue from Operations of Rs.31597.59 Crores in the financial year ended as on 31st March 2019 as comparedto Rs. 31287.48 Crores recorded in the previous financial year. The net profit for theyear 2018-19 stood at Rs. 106.71 crores as compared to Rs. 983.71 Crores in the previousyear. The EPS for the year stood at Rs. 0.31 as against Rs. 2.96 in 2017-18.

PETRONET LNG LIMITED (PLL)

PLL was formed in April 1998 for importing LNG and setting up an LNG terminal withfacilities like jetty storage regasification etc. to supply natural gas to variousindustries in the country. The company has an authorised share capital of Rs. 3000 Croresand paid up capital of Rs. 1500 Crores. PLL was promoted by four public sector companiesviz. BPCL IoCl Oil and Natural Gas Corporation Limited (ONGC) and Gas Authority of IndiaLimited (GAIL). Each of the promoters holds 12.5% of the equity capital of PLL. BPCL'sequity investment in PLL currently stands at Rs. 98.75 Crores. As at 31st March2019 PLL had net worth of Rs. 10230.58 Crores. PLL recorded Revenue from Operations ofRs. 38395.43 Crores in this financial year as compared to Rs. 30598.62 Crores recordedin 2017-18. The net profit for the year stood at Rs. 2230.56 Crores as compared to Rs.2110.44 Crores in the previous year. The EPS for the year 2018-19 is Rs. 14.87 ascompared to Rs. 14.07 in 2017-18. During the year 2018-19 PLL has paid an interimdividend of Rs. 5.50 per share and has recommended final dividend of Rs. 4.50 per share.

INDRAPRASTHA GAS LIMITED (IGL)

IGL a Joint Venture Company with GAIL as the other co-promoter was set up in December1998 with an authorised capital of Rs. 220 Crores for implementing the project for supplyof Compressed Natural Gas (CNG) to the automobile sector and Piped Natural Gas (PNG) tohouseholds in Delhi. The paid up share capital of the company is Rs. 140 Crores. BPCLinvested Rs. 31.50 Crores in IGL for 22.5% stake in its equity. As on 31.03.2019 IGL has500 CNG stations and has approx. 11.02 lakh domestic PNG customers. IGL is present inDelhi Gautam Budh Nagar Ghaziabad Gurugram Rewari district and Karnal district. Duringthe year IGL has won CGD for one GA in Uttar Pradesh in the 9th bidding roundby PNGRB and three GAs i.e. one each in the states of Haryana Rajasthan and Uttar Pradeshin the 10th bidding round. IGL holds 50% of equity in M/s Central UP GasLimited Kanpur & M/s. Maharashtra Natural Gas Limited Pune Joint Venture Companiespromoted by BPCL and GAIL. IGL has registered Revenue from Operations of Rs. 6361.87Crores and a profit after tax of Rs. 842.10 Crores for the financial year ending 31stMarch 2019 as compared to a Revenue from Operations of Rs. 5014.90 Crores and a profitafter tax of Rs. 721.72 Crores in the previous year. The EPS for the year stood at Rs.12.03 as against Rs. 10.31 in 2017-18. The IGL Board has recommended a dividend of Rs.2.40 per share (face value of Rs. 2 each) for the year ending 31st March 2019as against a dividend of Rs. 2 per share (face value of Rs. 2 each) in the previous year.

SABARMATI GAS LIMITED (SGL)

SGL a Joint Venture Company promoted by BPCL and Gujarat State Petroleum Corporation(GSPC) was incorporated on 6th June 2006 with an authorized capital of Rs. 100Crores for implementing the CGD project for supply of CNG to the household automobileindustrial and commercial sectors in the districts of Gandhinagar Mehsana AravaliSabarkantha and Patan of Gujarat. The paid up share capital of the company is Rs. 20Crores. As at 31.03.2019 BPCL has a stake of 49.94% in the equity capital of SGL. SGL hasset up 88 CNG stations. SGL has achieved turnover of Rs. 1122.57 Crores and a net profitof Rs. 100.48 Crores for the financial year ending 31st March 2019 as againstRs. 839.87 Crores and '74.54 Crores respectively for the previous year. The EPS for theyear stood at Rs. 50.23 as against Rs. 37.29 in 2017-18. The company has recommended adividend of Rs. 3.25 per share for the financial year ending 31st March 2019as against Rs. 2.50 per share in previous year.

CENTRAL UP GAS LIMITED (CUGL)

CUGL is a Joint Venture Company set up in February 2005 with GAIL as the other partnerfor implementing the projects for supply of CNG to the automobile sector and PNG to thehousehold industrial and commercial sectors in Kanpur (including parts of Unnaodistrict) Bareilly and Jhansi in Uttar Pradesh. The company was incorporated with anauthorised share capital of Rs. 60 Crores. The joint venture partners have each investedRs. 15 Crores for an equity stake of 25% each in the company balance 50% being held byIGL. CUGL has set up 40 CNG stations. CUGL has achieved Revenue from Operations of Rs.328.03 Crores and net profit of Rs. 52.11 Crores for the financial year ending 31stMarch 2019 as against Rs. 266.06 Crores and Rs. 45.95 Crores respectively for theprevious year. The EPS for the year stood at Rs. 8.68 as against Rs. 7.66 in 2017-18.

MAHARASHTRA NATURAL GAS LIMITED (MNGL)

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

HARIDWAR NATURAL GAS PRIVATE LIMITED (HNGPL)

BPCL has signed a Joint Venture Agreement with GAIL Gas Limited for implementation of aCGD Project in the GA of Haridwar and formed a Joint Venture Company HNGPL on a 50:50basis. HNGPL was incorporated on 20th April 2016. The authorised share capitalof the company is Rs. 45 Crores and as on 31st March 2019 the promoters haveinfused Rs. 12.50 Crores each towards equity contribution. The project cost for the firstfive years is approximately Rs. 148 Crores which will be funded through a debt equity of70:30.

GOA NATURAL GAS PRIVATE LIMITED (GNGPL)

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

BHARAT STARS SERVICES PRIVATE LIMITED (BSSPL)

BSSPL a Joint Venture Company promoted by BPCL and ST Airport Pte Limited Singaporewas incorporated in September 2007 for providing Into Plane (ITP) fuelling services atBengaluru International Airport. The authorised and paid up share capital of BSSPL is Rs.20 Crores. The two promoters have each subscribed to 50% of the equity share capital ofBSSPL and BPCL's present investment stands at Rs. 10 Crores. The company commenced itsoperation at the international airport in Bengaluru from May 2008 and has alsoincorporated a wholly owned subsidiary Bharat Stars Services Pvt. (Delhi) Ltd. forimplementing ITP services exclusively at the new T3 Terminal of Delhi InternationalAirport. BSSPL is presently providing ITP Services at three open access airports viz.Bengaluru Mumbai & Delhi T3. It has also taken over the complete operatorship of 3BPCL AFS at Delhi T1 Jaipur and Durgapur. In addition BSSPL also provides manpowersupport services to BPCL at various other airports. BSSPL has achieved a consolidatedturnover of Rs. 50.27 Crores and consolidated profit of Rs. 5.57 Crores for the financialyear ending 31st March 2019 as against Rs. 40.93 Crores and Rs. 5.35 Croresrespectively for the previous year. The EPS for the year stood at Rs. 2.78 as against Rs.2.67 in 2017-18. The company has recommended a dividend of Rs. 0.50 per share for thefinancial year ending 31st March 2019.

DELHI AVIATION FUEL FACILITY PRIVATE LIMITED (DAFFPL)

A Joint Venture Company DAFFPL has been promoted by BPCL IOCL and Delhi InternationalAirport Limited (DIAL) for implementing open access Aviation Fuel facility for the new T3T2 and cargo terminals at Delhi International Airport. The authorized and paid up sharecapital of the company is Rs. 170 Crores and Rs. 164 Crores respectively. BPCL and IOCLeach have subscribed to 37% of the share capital of the joint venture while the balance26% has been held by DIAL. DAFFPL has registered Revenue from Operations of Rs. 157.43Crores and net profit of Rs. 50.96 Crores for the financial year ending 31stMarch 2019 as against Revenue from Operations of Rs. 139.96 Crores and net profit of Rs.48.96 Crores respectively during the previous year. The EPS for the year stood at Rs.3.11 as against Rs. 2.99 in 2017-18. The company has recommended a dividend of Rs. 0.80per equity share for the financial year ending 31st March 2019.

MUMBAI AVIATION FUEL FARM FACILITY PRIVATE LIMITED (MAFFFPL)

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

KANNUR INTERNATIONAL AIRPORT LIMITED (KIAL)

KIAL is an Unlisted Public Company promoted by the Government of Kerala to build andoperate the airport on international standards primarily to cater to the travelling needsof the large NRI population in the region who travel frequently to various internationaldestinations the flourishing business community and tourists. The area is of immensetourist potential and attracts both domestic and international tourists. The project costwas Rs. 2418 crores of which '1500 crores will be financed through equity and thebalance sum of Rs. 918 crores financed by way of borrowings. The paid up capital of thecompany as on 31.03.2019 is Rs. 1160.50 crores out of which BPCL has made a contributionof Rs. 216.80 Crores. Kannur Airport was commissioned on 9th December 2018 andit is the 4th international airport in Kerala the only state in the country tohave four international airports. During the period 9th December 2018 to 31stMarch 2019 total aircraft movements were 1071 and passenger traffic was approx. 2.29lakh.

MATRIX BHARAT PTE LIMITED (MXB)

MXB is a Joint Venture Company incorporated in Singapore on 20th May 2008for carrying out the bunkering business and supply of marine lubricants in the Singaporemarket as well as international bunkering including expanding into Asian and Middle Eastmarkets. The company has been promoted by BPCL and Matrix Marine Fuels L.P. USA anaffiliate of the Mabanaft group of companies Hamburg Germany. The authorised capital ofthe company is USD 4 million. BPCL has subscribed 20 lakh shares for an equivalent sum ofRs. 8.41 Crores. Both the partners have contributed equally to the share capital. MatrixMarine Fuels L.P. USA has subsequently transferred their share and interest in the jointventure in favour of Matrix Marine Fuels Pte Limited Singapore another affiliate of theMabanaft group. MXB has achieved revenue of USD 149.93 million and earned a profit of USD0.04 million for the year ending 31.12.2018 as against USD 220.24 million revenue and aprofit of USD 1.88 million in the year 2017.

KOCHI SALEM PIPELINE PRIVATE LIMITED (KSPPL)

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

GSPL INDIA TRANSCO LIMITED (GITL)

GITL is a Joint Venture of Gujarat State Petronet Limited (GSPL) holding 52% shareIOCL holding 26% share and BPCL and HPCL holding 11% share each. BPCL has made an equitycontribution of Rs. 41.91 Crores so far. GITL has been authorised to lay a 1881 Kmpipeline from Mallavaram to Bhilwara. The Company has awarded EPC Contracts for theinitial section of the project from Kunchanapalli (Andhra Pradesh) to RFCL Ramagundam(Telangana) which is in an advanced stage of completion.

GSPL INDIA GASNET LIMITED (GIGL)

GIGL is a Joint Venture of GSPL holding 52% share IOCL holding 26% share and BPCL andHPCL holding 11% share each. As on 31.03.2019 BPCL has made an equity contribution of Rs.52.80 Crores. GIGL has been authorised to lay two cross-country gas pipelines viz. 1640Km from Mehsana to Bhatinda and 740 Km from Bhatinda to Srinagar . The initial sections ofthe project covering approx. 440 kms viz. Barmer-Pali Pipeline Palanpur- Pali Pipelineand Jalandhar-Amritsar Pipeline were inaugurated by the Hon'ble Prime Minister of Indiaon 30th September 2018 and have started commercial operations in the thirdquarter of the Financial Year 2018-19. The company has transported approximately 0.90MMSCMD of gas and has earned total revenue of Rs. 21.64 Crores through transportation ofgas till 31st March 2019. The company has also started implementation ofvarious sections of the MBPL Project planned under Phase II.

FINO PAYTECH LIMITED (FINO)

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

PETRONET INDIA LIMITED (PIL)

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

PETRONET CI LIMITED (PCIL)

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

BHARAT RENEWABLE ENERGY LIMITED (BREL)

BREL was incorporated on 17th June 2008 for undertaking the productionprocurement cultivation and plantation of horticulture crops such as Karanj Jathrophaand Pongamia trading research and development and management of all the crops andplantation including Biofuels in the State of Uttar Pradesh with an authorized capital ofRs. 30 Crores. The company has been promoted by BPCL with Nandan Cleantech Limited (NandanBiomatrix Limited) Hyderabad and Shapoorji Pallonji group through their affiliate S.P.Agri Management Services Pvt. Ltd. A Company Petition was filed before the Hon'ble HighCourt of Allahabad (Lucknow Bench) for winding up BREL. By the judgement dated 21.12.2015the company was ordered to be wound up and an Official Liquidator (OL) to proceed inaccordance with the provisions of the Companies Act. All assets and records of the companyhave been deposited with the OL and the OL has since submitted a status request to theHon'ble High Court.

RATNAGIRI REFINERY & PETROCHEMICALS LIMITED (RRPCL)

An integrated refinery and petrochemical complex of about 60 MMTPA capacity wasconceived by the Oil PSUs (OMCs) based on growing demand of petroleum fuels andpetrochemical products in the west coast. Accordingly IOCL BPCL and HPCL entered into aJoint Venture Agreement on 14th June 2017 and the JV Company RRPCL wasincorporated on 22nd September 2017 with an authorised capital of Rs. 400Crores and paid up capital of Rs. 100 Crores . BPCL has made an initial equitycontribution of Rs. 25 Crores. Saudi Aramco showed interest in taking equity in RRPCL anda 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 projectas an overseas investor and accordingly signed an MoU with ADNOC on 25th June2018. Saudi Aramco and Adnoc have expressed their intent to together hold upto 50% of theshare capital of RRPCL as a Non-Resident Block as per the MoU with Indian consortiumholding the balance 50% as a Resident Block.

City and Industrial Development Corporation (CIDCO) was entrusted with landacquisition at Raigad District by the Government of Maharashtra. A market study wascarried out as a prelude/basis to PFR by an internationally renowned consultant to assessthe demand forecasting of Petrochemical products and the pricing details of Crude FuelProducts and Petrochemicals. Configuration of the integrated complex is being finalizedwith the help of an international consultant.

UJJWALA PLUS FOUNDATION (UPF)

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

The forward looking statements made in the Management Discussion and Analysis Reportare based on certain assumptions and expectations of future events. The Directors cannotguarantee that these assumptions are accurate or these expectations will materialise.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGICAL ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-Section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as Annexure A tothe 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 theMinistry of Petroleum & Natural Gas. BPCL has been achieving an “Excellent”performance rating since 1990-91 till 2017-18. In 2017-18 BPCL achieved a composite scoreof 98.16%.

BOARD EVALUATION

The provisions of Section 134 (3)(p) of the Act shall not apply to a Government Companyin case the Directors are evaluated by the Ministry which is administratively in chargeof the Company as per its own evaluation methodology. BPCL being a Government Companythe 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 GovernmentCompany. Consequently details on Company's policy on Directors' appointment and othermatters are not provided under Section 178 (3) of the Act.

Similarly Section 197 of the Act shall not apply to a Government Company.Consequently disclosure of the ratio of the remuneration of each Director to the medianemployee's remuneration and other such details including the statement showing the namesand other particulars of every employee of the Company who if employed throughout / partof the financial year was in receipt of remuneration in excess of the limits set out inthe 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 notreceive any remuneration or commission from any of its Subsidiaries.

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

CORPORATE GOVERNANCE

The Report on Corporate Governance together with the Auditors' Certificate oncompliance of Corporate Governance is annexed as Annexure D as required under ListingRegulations and Department of Public Enterprises Guidelines of Corporate Governance forCentral Public Sector Enterprises.

SOCIAL ENVIRONMENTAL AND ECONOMIC RESPONSIBILITIES AND BUSINESS RESPONSIBILITY REPORT

The Corporation is committed to be a responsible Corporate Citizen in society whichleads to sustainable growth and economic development for the nation as well as allstakeholders. In order to be a responsible business to meet its commitment the Board ofDirectors of the Company has adopted and delegated to the Sustainability Committee theimplementation of a Business Responsibility Policy based on the principles of NationalVoluntary Guidelines on Social Environmental and Economic Responsibilities of Business asissued by the Ministry of Corporate Affairs Government of India. BPCL's SustainabilityReport is in accordance with the Global Reporting Initiative (GRI).

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

TRANSACTION WITH RELATED PARTIES

During the Financial Year the Corporation has entered into contracts or arrangementwith related parties which were in the ordinary course of business and on an arm's lengthbasis.

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

In terms of Listing Regulations and Policy of the Corporation on materiality of relatedparty transactions a transaction entered into with Bharat Oman Refineries Limited aJoint Venture Company could be considered material. The details of the transaction arebeing placed for approval of the shareholders.

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

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

RISK MANAGEMENT

The Risk Management Committee has been constituted by the Board. The Board has definedthe roles and responsibilities of the Risk Management Committee which includes reviewingand recommending of the risk management plan comprising risks assessed and theirmitigation plans and reviewing and recommending the risk management report for approval ofthe Board with the recommendation by the Audit Committee. The Corporation's internalfinancial controls and risk management systems are assessed by the Audit Committee. TheCorporation has adopted a Risk Management Charter and Policy for self-regulatory processesand procedures for ensuring the conduct of the business in a risk conscious manner and formanaging risks on an ongoing basis.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a. In the preparation of the Annual Accounts for the year ended 31st March2019 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures;

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

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 theCompany and such internal financial controls are adequate and are operating effectively;and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

Shri Rajesh Kumar Mangal was appointed as an Independent Director for a period of threeyears from 1st December 2015 up to 30th November 2018. The Boardof Directors has approved the reappointment of Shri Rajesh Kumar Mangal as an IndependentDirector of the Company for a period of one year with effect from 1st December2018 up to 30th November 2019 or until further orders from the Ministry ofPetroleum & Natural Gas whichever is earlier. Accordingly the proposal for hisreappointment as an Independent Director is placed for the approval of Shareholders.

Shri Harshadkumar P. Shah was appointed as Additional Director with effect from16.07.2019. As he has been appointed as Additional Director he will hold office till theensuing AGM. Notice under Section 160 of the Act has been received proposing his name forappointment as Director at the ensuing AGM.

Shri K. Sivakumar relinquished from the post of Director (Finance) with effect from08.05.2018. He was holding position of ED (Finance) I/C and acted as Chief FinancialOfficer from 29.05.2018 to 13.11.2018.

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

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

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

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

DECLARATION OF INDEPENDENCE

Independent Directors of the Company have provided declarations confirming that theymeet 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. Thedetails thereof with the programmes sponsored for familiarisation of Independent Directorswith the Company are available at the Company's web link: https://www.bharatpetroleum.com/images/files/Details%20of%20Familiarization%20 Programme%20in%20BPCL.pdf

AUDIT COMMITTEE

The details of the composition of the Audit Committee terms of reference meetingsheld etc. are provided in the Corporate Governance Report which forms part of thisReport.

VIGIL MECHANISM

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

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

NUMBER OF MEETINGS OF THE BOARD

Sixteen meetings of the Board of Directors were held during the year the details ofwhich are given in the Corporate Governance Report that forms part of this Report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 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 isannexed herewith in specified Form MGT-9 as Annexure G to this Report and is also placedon the website of the Company at www. bharatpetroleum.in under Investor's column.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The details are included in the Management Discussion & Analysis Report which formspart 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 year2018-19 by the Comptroller & Auditor General of India (C&AG) under the provisionsof Section 139(5) of the Companies Act 2013. They will hold office till conclusion of theensuing Annual General Meeting. The C&AG has been approached for the appointment ofStatutory Auditors for the financial year 2019-20.

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

COST RECORDS AND COST AUDIT

The Corporation has prepared and maintained cost records as prescribed under Section148(1) of the Companies Act 2013 for the Financial Year 2018-19. The Cost Audit Reportfor the year 2017-18 has been filed with the Ministry of Corporate Affairs on 14.08.2018in XBRL Format. The due date for filing the Cost Audit Report was 07.09.2018. The CostAuditors for financial year 2017-18 were M/s ABK & Associates Mumbai and M/sBandyopadhyaya Bhaumik & Company Mumbai.

The same Cost Auditors have been appointed for the year

2018-19. The Cost Auditor shall within a period of 180 days from the closure of thefinancial year forward the Cost Audit Report and the Corporation is required to file theCost Audit Report within 30 days of receipt of the same.

SECRETARIAL AUDITOR

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

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

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

“Bharat Petroleum Corporation Ltd. is a Government Company under theAdministrative Control of Ministry of Petroleum and Natural Gas. Thenomination/appointment of all categories of Directors are done by Government of India inaccordance with the laid down guidelines of Department of Public Enterprises. Accordinglythe subject matter of nomination/appointment of adequate number of Independent Directorsfalls under the purview of the Government of India. BPCL has from time to timecommunicated to the Ministry of Petroleum & Natural Gas with respect to therequirements of Independent Directors under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.”

GENERAL

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

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

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

ACKNOWLEDGEMENTS

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

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

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

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

For and on behalf of the Board of Directors

Sd/
D. Rajkumar
Chairman & Managing Director
Place: Mumbai
Date: 31st July 2019