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Bharat Petroleum Corporation Ltd.

BSE: 500547 Sector: Oil & Gas
NSE: BPCL ISIN Code: INE029A01011
BSE 00:00 | 01 Jul 318.35 9.65
(3.13%)
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310.00

HIGH

319.05

LOW

305.90

NSE 00:00 | 01 Jul 318.35 9.95
(3.23%)
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308.50

HIGH

319.25

LOW

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OPEN 310.00
PREVIOUS CLOSE 308.70
VOLUME 413210
52-Week high 503.00
52-Week low 293.50
P/E 7.81
Mkt Cap.(Rs cr) 69,058
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 310.00
CLOSE 308.70
VOLUME 413210
52-Week high 503.00
52-Week low 293.50
P/E 7.81
Mkt Cap.(Rs cr) 69,058
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 March2021.

PERFORMANCE OVERVIEW

Group Performance

During the year 2020-21 the aggregate refinery throughput of BPCL’s Refineries atMumbai and Kochi along with Numaligarh Refinery Limited (NRL) which ceased to be asubsidiary of the Company with effect from 26th March 2021 and consideringproportionate share of throughput of Joint Venture Company Bharat Oman Refineries Limitedwas 32.98 Million Metric Tonnes (MMT) as compared to 38.30 MMT during the year 2019-20.The BPCL Group ended the year with market sales of 39.05 MMT as compared to 43.36 MMTduring the year 2019-20. During the year the BPCL Group exported 2.00 MMT of petroleumproducts as against 2.66 MMT during the year 2019-20. The decline in physical parametersis mainly on account of lower demand due to COVID-19 induced restrictions.

During this Financial Year the Group achieved Gross Revenue from Operations ofRs.304266.28 crore as compared to Rs.329797.16 crore in 2019-20. The Net Profitattributable to BPCL stood at Rs.16164.98 crore in 2020-21 as against Rs.3055.36 crorein the previous year. The Group has recorded Basic Earnings per Share of Rs.81.87 in thecurrent year as against Rs.15.53 in 2019-20 and Diluted Earnings per Share of Rs.81.60 inthe current year as against Rs.15.53 in 2019-20 after setting off minority interest.Dilution of shares is on account of equity shares proposed under Employee Stock PurchaseScheme.

Rs. in crore
CONSOLIDATED GROUP RESULTS 2020-21 2019-20
Physical Performance
Refinery Throughput (MMT) 32.98 38.30
Market Sales (MMT) 39.05 43.36
Financial Performance
Revenue from Operations 304266.28 329797.16
Profit before Finance Costs Depreciation Share of profit/(loss) of equity accounted investee Exceptional Items and Tax 23549.41 10860.45
Finance Cost 1723.41 2637.01
Depreciation & Amortization expense 4334.21 4080.09
Profit before Share of profit/(loss) of equity accounted investee 17491.79 4143.35
Exceptional Items and Tax
Share of Profit/(loss) of equity accounted investee (net of income tax) (325.53) 1400.67
Exceptional Items - Income/(Expense) 5265.76 (1892.45)
Profit before Tax 22432.02 3651.57
Provision for Taxation-Current Tax 6165.29 629.96
Provision for Taxation-Deferred Tax 82.17 (14.49)
Short/(Excess) provision for Taxation for earlier years (1135.27) (629.68)
Net Profit for the year 17319.83 3665.78
Non-Controlling Interest 1154.85 610.42
Net Profit attributable to BPCL 16164.98 3055.36
Other Comprehensive Income attributable to BPCL (1279.36) 599.84
Total Comprehensive Income attributable to BPCL 14885.62 3655.20
Group Basic Earnings per share attributable to BPCL ( Rs.) 81.87 15.53
Group Diluted Earnings per share attributable to BPCL ( Rs.) 81.60 15.53

Company Standalone Performance

During the year 2020-21 the refinery throughput at BPCL’s Refineries at Mumbaiand Kochi was 26.40 MMT as against 31.91 MMT achieved in the year 2019-20. The Marketsales of the Company declined by 10.12% to 38.74 MMT in the year 2020-21 from 43.10 MMT inthe year 2019-20. The decline in physical parameters is mainly on account of lower demanddue to COVID-19 induced restrictions.

COMPANY STANDALONE RESULTS 2020-21 2019-20
Physical Performance
Refinery Throughput (MMT) 26.40 31.91
Market Sales (MMT) 38.74 43.10
Financial Performance Rs. in crore
Revenue from Operations 301864.98 327580.78
Profit before Finance Costs Depreciation Exceptional Items and Tax 21475.08 9720.62
Finance Cost 1328.36 2181.86
Depreciation & Amortization expense 3978.05 3786.89
Profit before Exceptional Items and Tax 16168.67 3751.87
Exceptional Items - Income/(Expense) 6448.91 (1080.83)
Profit before Tax 22617.58 2671.04
Provision for Taxation - Current Tax 5134.78 201.00
Provision for Taxation - Deferred Tax (402.98) 400.68
Short/(Excess) provision for taxation of earlier years (1155.89) (613.83)
Net Profit for the year (A) 19041.67 2683.19
Other Comprehensive Income (OCI) 68.39 (497.99)
Total Comprehensive Income for the year 19110.06 2185.20
Opening Balance of Retained Earnings (B) 1464.39 4997.31
Amount available for disposal (A+B) 20506.06 7680.50
The Directors propose to appropriate this amount as under:
Towards Dividend:
Final Dividend of previous year - 1735.40
Dividend Distribution Tax on Final Dividend of previous year - 327.54
Interim Dividend 4555.43 3579.27
Dividend Distribution Tax on Interim Dividend - 595.89
Dividend Distribution Tax pertaining to previous years - (4.45)
Transfer to Debenture Redemption Reserve 188.48 293.21
Income from "BPCL Trust for Investment in Shares" (270.87) (495.81)
Income from "BPCL ESPS Trust" (52.16) -
Re-measurements of Defined Benefit Plans (Net of tax) 67.57 185.06
Closing Balance of Retained Earnings 16017.61 1464.39
Summarized Cash Flow Statement :
Cash Flows:
Inflow/(Outflow) from Operating Activities 20128.43 6265.30
Inflow/(Outflow) from Investing Activities 2071.41 (9171.52)
Inflow/(Outflow) from Financing Activities (15622.27) 2940.22
Net increase/(decrease) in cash & cash equivalents 6577.57 34.00

BPCL’s Gross Revenue from operations for the year 2020-21 stood at Rs.301864.98crore a 7.85% decrease from previous year’s revenues of Rs.327580.78 crore. TheProfit before Tax for the year was Rs.22617.58 crore as compared to Rs.2671.04 crore inthe year 2019-20. After providing for Tax (including Deferred Tax Short/ (Excess)provision for previous years) of Rs.3575.91 crore as against Rs.(12.15) crore during theprevious year the Profit after Tax for the year stood at Rs.19041.67 crore as againstRs.2683.19 crore in the year 2019-20.

Profit for the current year is higher mainly due to improved refining and marketingmargin higher marketing inventory gains and gain on sale of subsidiary NumaligarhRefinery Limited (NRL). Further Company has opted for lower Corporate Income Tax whichhas resulted in Lower Tax provision for the year.

Internal Generation after adjusting Interim Dividends Final Dividend of previous yearDepreciation and Deferred Tax during the year was higher at Rs.17230.86 crore as againstRs.1132.92 crore in the year 2019-20 mainly due to higher profit after tax.

The Basic Earnings per Share amounted to Rs.96.44 in the year 2020-21 as compared toRs.13.64 in the year 201920. The Diluted Earnings per Share amounted to Rs.96.12 in theyear 2020-21 as compared to Rs.13.64 in the year 2019-20. Dilution of shares is onaccount of equity shares proposed under Employee Stock Purchase Scheme (ESPS). The Basicand Diluted Earnings per Share is after adjustment of shares held under "BPCL Trustfor Investment in Shares" and "BPCL ESPS Trust".

BPCL’s contribution to the exchequer by way of Taxes Duties and Dividend duringthe year 2020-21 amounted to Rs.125583.30 crore as against Rs.97672.88 crore in theprevious year.

As on 31st March 2021 BPCL’s Total Equity stands at Rs.54544.55crore as against the previous year’s figure of Rs.33214.38 crore.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT.

The year 2020-21 witnessed one of the worst humanitarian and economic crisis as theCOVID-19 pandemic spread across the world. Nations enterprises

and individuals across the globe were affected by several waves of the pandemic todifferent extents. Organizations were faced with an unprecedented predicament with noobvious solution in sight. While governments and the medical fraternity worked overtime tofind a solution to this life versus livelihood dilemma for the immediate run it was leftto the understanding and agility of individual companies to chart the way forward.

BPCL responded swiftly and efficiently to the changing dynamics. Remaining true to itscore purpose of ‘Energising Lives’ of the nation the Company immediately set upthink tanks (comprising in-house as well as external experts) and quickly chalked out apath forward. This was designed with a two pronged approach - firstly to ensure that thecustomers across India get BPCL products safely by following all applicable COVID relatedprotocols and secondly to ensure the continuing good health of the Company by designingnew and creative methods for reducing costs and enhancing revenues.

As weeks and months passed BPCL went well beyond the call of duty. In addition tocomplying with all directives of the Government for aiding the nation in its fight againstCOVID-19 (including Working from Home to the maximum extent possible) the throughput ofits refineries and product distribution system was dynamically tweaked to align with theunpredictable waxing and waning of product demand while at the same time renderingcomplete support to its front line workers with all necessary Personal ProtectiveEquipment (PPE) logistic support as well as COVID insurance protection.

It is a matter of great pride for every BPCL employee to look back with satisfaction onthe year gone by. The performance report card of the Company in this trying year is nowthere for everyone to see and further fuels a sense of increased determination to faceand overcome the challenges ahead.

Management has assessed the potential impact of COVID-19 based on the currentcircumstances and expects no significant impact on the continuity of operations of thebusiness on long term basis/ on useful life of the assets/ on financial position etc.

Dividend

The Board of Directors has recommended Final Dividend of Rs.58 per share i.e. @ 580% ofthe paid up share capital (including onetime Special Dividend of Rs.35 per share) for theYear 2020-21 on the paid up share capital of Rs.2169.25 crore amounting to Rs.12581.67crore. In addition the Board of Directors has declared and distributed two Interimdividends during the year 202021 totalling Rs.21 per equity share (i.e. @ 210% of thepaid up share capital) amounting to Rs.4555.43 crore.

As per Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the top 1000 listed entitiesshall formulate a Dividend Distribution Policy. Accordingly Dividend Distribution Policyhas been adopted to set out the parameters and circumstances that will be taken intoaccount by the Board in determining the distribution of Dividend to its shareholdersand/or retaining the profit into the business. The policy is available on theCompany’s website at https://www. bharatpetroleum.in/about-bpcl/our-policies.aspx.

Transfer to Reserves

An amount of Rs.188.48 crore has been transferred to the Debenture Redemption Reserveout of the amount available in Retained Earnings. Further it is proposed to transferRs.3000 crore to the General Reserve out of the amount available in Retained Earnings inthe year 2021-22.

Disinvestment of entire stake held in Numaligarh Refinery Limited

The Government of India (Gol) on 20th November 2019 had accorded itsin-principle approval for strategic disinvestment of the Government’s shareholdingin BPCL excluding BPCL’s shareholding in NRL. Further as per the above approvalBPCL’s shareholding in NRL had to be divested to a Central Public Sector Enterprise(CPSE) operating in Oil and Gas sector along with transfer of management control.

In line with the above decision of GoI BPCL’s holding in NRL consisting of453545998 fully paid up equity shares of Rs.10 each (constituting 61.65% of the totalequity capital of NRL) were divested to a consortium of Oil India Limited (OIL) andEngineers India Limited (EIL)

("Consortium") and Government of Assam (GoA) at a total consideration ofRs.98759641065 to be paid in one or more tranches. As NRL was a material subsidiaryof BPCL in terms of Regulation 16(1) (c) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the proposal wasapproved by the members by way of a special resolution at the Extraordinary GeneralMeeting held on 25th March 2021. In line with the Shareholders approval aSale Purchase Agreement was signed on 25th March 2021 between BPCL and theConsortium for sale of 430583886 equity shares of '10/- each held by BPCL in NRL at aconsideration of Rs.93759641177/-. The consideration was received on 25thMarch 2021 and the shares were transferred to OIL & EIL on 26th March2021. The remaining 229621 12 equity shares were transferred to GOA upon receipt of theconsideration of Rs.4999999888/ - on 26th March 2021. The gain arisingfrom the sale of equity shares of NRL is Rs.9422.42 crore which has been shown as anExceptional Item in the Statement of Profit and Loss.

Sale of shares held by BPCL Trust for Investment in Shares

BPCL Trust for Investment in Shares (BPCL Trust) was holding 202372422 equity sharesof the Company having face value of Rs.10 each constituting 9.33% of the total paid upshare capital of the Company at the beginning of the year 2020-21.

The Board at its meeting held on 09.10.2020 authorized the existing Sub-Committee ofthe Board for activities relating to BPCL Trust to decide on the manner of sale of upto202372422 equity shares of BPCL which were held by the BPCL Trust (out of which43379025 equity shares were sold/transferred to the BPCL ESPS Trust formed under the"BPCL Employee Stock Purchase Scheme 2020") in the secondary market byfollowing any of the SEBI approved methods.

The Sub-Committee of the Board of Directors of BPCL approved the sale of BPCL equityshares held by the BPCL Trust through accelerated book-built offering of equity shares onthe screen-based trading platform of the stock exchanges.

Accordingly 158993397 BPCL equity shares were offered for sale on 09.03.2021 outof which 126033090 equity shares (constituting 5.81% of the total share capital of theCompany) were sold via bulk deal on stock exchange for net consideration of Rs.5511.79crore and the balance 32960307 equity shares were held by the BPCL Trust as on31.03.2021. Accordingly Security Premium of Rs.5101.31 crore has been recognized afteradjusting the corresponding cost of Rs.410.48 crore (including face value of Equity Shareof Rs.126.03 crore) under Total Equity.

Merger of Bharat Gas Resources Ltd. (BGRL)

Bharat Gas Resources Ltd. (BGRL) a wholly owned subsidiary of BPCL for handling theNatural Gas business was incorporated in June 2018. Thereafter the Company had startedthe process of transferring the Gas business to BGRL.

However the process got delayed and post announcement of GoI’s decision toprivatize BPCL on 20th November 2019 it was decided to transfer/merge thebusiness of BGRL with BPCL.

Legal and other consultants were engaged to gauge the situation and work out variousoptions to transfer or merge the operations of BGRL with BPCL. Based on theirrecommendation it was decided to merge BGRL with BPCL.

In line with the above the Board at its meeting held on 17th December2020 approved the transfer of entire business of BGRL to BPCL including the City GasDistribution Business RLNG sourcing agreements all other agreements permissions andauthorization under BGRL etc. by way of merger of BGRL with BPCL as per the Sections 230and 232 and other applicable provisions of the Companies Act 2013.

The Scheme of Amalgamation of BGRL with the Company and their respective shareholderswas approved in the Board Meeting held on 22nd March 2021 which is subject tothe receipt of necessary approvals from the Ministry of Corporate Affairs other competentauthorities and satisfaction of applicable regulatory requirements as may be required andthe same has been uploaded on the website of the Company on https://www.bharatpetroleum.in/about-bpcl/our-policies.aspx

Bharat Oman Refineries Ltd (BORL) - Acquisition of Shares

Bharat Oman Refineries Ltd (BORL) was incorporated in 1994 as a Joint Venture betweenBPCL and OQ S.A.O.C (formerly known as Oman Oil Company S.A.O.C). The authorized sharecapital of BORL is Rs.7000 crore and paid up share capital is Rs.2426.83 crore. As on 1stApril 2020 BPCL held 63.38% of the paid up share capital of BORL and OQ S.A.O.C held36.62% of the paid up share capital of BORL. The Government of Madhya Pradesh (GoMP) isalso a stakeholder in the Company holding 26900000 convertible share warrants in BORL.

During the year 2020-21 BPCL entered into a Share Purchase Agreement with OQ S.A.O.C.to purchase its 36.62% stake in BORL. On 30th June 2021 BPCL has effected thepayment of Rs.2399.26 crore to OQ S.A.O.C for acquisition of 888613336 (36.62%) equityshares in BORL and the said shares have been transferred to BPCL. With this BORL hasbecome a wholly owned subsidiary of BPCL. The Secretarial Audit Report of BORL is enclosedas Annexure I. Further the Government of Madhya Pradesh vide order dated 23rdJuly 2021 has notified that consent is being given to M/s BPCL to purchase 2.69 crorewarrant held by Government of Madhya Pradesh in M/s Bharat Oman Refinery Ltd at the rateof Rs.27/- amounting to a total of Rs.72.63 crore.

Voluntary Retirement Scheme

Voluntary Retirement Scheme (VRS) was launched with the objective of right sizing theorganization considering the impending disinvestment and in order to reduce redundancyand improve the performance of the organization. A total of 1300 applications wereaccepted of which 243 were Officers and 1057 Workmen. This was the highest amongst theprevious VRSs. An amount of Rs.778.83 crore has been charged to Employee Benefits Expensetowards VRS compensation. Acceptance of VRS was done after applying talent filters inorder to minimize erosion of required talent and maintain adequate manpower for smoothrunning of the Company.

EMPLOYEE STOCK PURCHASE SCHEME (ESPS)

Recognizing the immense contribution and loyalty of employees the Government on 3rdSeptember 2020 approved the offer of shares to eligible employees through Employee StockPurchase Scheme (ESPS). Based on this the Board of Directors at the meeting held on 4thSeptember 2020 approved the ESPS to the eligible employees through the Trust mechanism.The scheme formulated and launched in line with SEBI (Share Based Employee Benefits)Regulations 2014 was approved by the shareholders in the Annual General Meeting held on28th September 2020. Subsequently the Compensation and Remuneration Committeeof the Company at its meeting held on 28th September 2020 approved theproposal for offering upto 43385000 fully paid-up equity shares of Rs.10 each(representing 2% of the paid- up capital) in the Company to the eligible employees underESPS.

Accordingly an ESPS Trust was formed as per the provisions of the SEBI (Share BasedEmployee Benefits) Regulations 2014 for the implementation of the scheme. "BPCLESPS Trust" purchased 43379025 equity shares on 21st October 2020 fromthe "BPCL Trust for Investment in Shares" through the block deal mechanism ofthe Stock Exchanges at a price of Rs.343.35 per share.

Based on the terms and conditions of the Scheme eligible employees were offered43379025 fully paid-up equity shares of face value of Rs.10 each and 36542077 shareshave been transferred to the employees till end of August 2021.

During the year under review there has been no change in the BPCL Employee StockPurchase Scheme 2020 of the Company. The BPCL Employee Stock Purchase Scheme 2020 is incompliance with SEBI (Share Based Employee Benefits) Regulations 2014 and this has beencertified by the statutory auditors of the Company. The certificate of the statutoryauditors can be accessed on the following link https://www.bharatpetroleum.in/bharat-petroleum-for/investors/shareholders-information/agm- reports.aspx.

In line with Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations2014 a statement giving complete details as at 31st March 2021 is availableon the website of the Company https://www.bharatpetroleum.in/bharat-petroleum-for/investors/shareholders-information/AGM-Reports.aspx.

The "BPCL ESPS Trust" did not exercise voting rights in respect of43379025 shares acquired by it during the year on behalf of the employees. "BPCLESPS Trust" has received a loan of Rs.1515.65 crore from the Company for acquisitionof these shares. This loan is repayable to and recoverable by the Company from time totime subject to realization of proceeds by the Trust upon sale/transfer of shares.

Borrowings

Total Borrowings of the Company as on 31st March 2021 stood at Rs.26314.97crore as against Rs.41875.40 crore as on 31st March 2020.

Deposits from Public

The Company has not accepted any deposit from the public during the year. The amount ofdeposits matured but unclaimed at the end of the year were Nil.

Capital Expenditure

Capital Expenditure during the year including investments in Subsidiaries JointVenture Companies (JVCs) and Associates amounted to Rs.11064.39 crore as compared toRs.11063.68 crore during the year 2019-20. The Capital Expenditure for the year isincluding Right-of-Use assets of Rs.2147.97 crore (previous year Rs.913.95 crore)pertaining to leases of properties/ facilities entered into during the year as per Ind AS116 "Leases".

Comptroller and Auditor General of India’s (C&AG)’s Audit

C&AG’s comment upon or supplement to the Statutory Auditors’ Report onthe Accounts for the year ended 31st March 2021 is annexed as Annexure E.

C&AG Audit on Other Matters: As at 31st March 2021 there are ninepending published paras related to the C&AG audit. These relate to payment ofstagnation relief to employees payment towards encashment of employee leave together withemployer’s share of EPF contribution extension of credit facility to a defaultercompany implementation of PAHAL (DBTL) Scheme for LPG unwarranted collection of deliverycharges from RGGLV consumers on sale of cylinders on cash and carry basis payment ofshift allowance to executives payment to employees on the occasion of completion of 40years by the Company and 50 years by Kochi Refinery Employee Long Service Awards incontravention of DPE Guidelines and implementation of Pradhan Mantri Ujjwala Yojana (PMUY)scheme for LPG. The audit objections have been suitably replied to and the same are undertheir review.

REFINERIES

The year 2020-21 saw huge volatility for the refiners. Refinery margins stumbled acrossindustry during the initial period of the year mainly due to demand destruction formajority of products and collapsed oil and product prices. In order to improve refineryprofitability and efficiency in such circumstances many new ideas and initiatives wereimplemented across the Refineries during the year. With curtailed crude oil processingstrategies were developed for increasing production of value added products andaccordingly the Refineries maximized production of LOBS (Lube Oil Base Stock) MineralTurpentine Oil (MTO) Hexane and VLSFO (Very Low Sulphur Fuel Oil).

BPCL’s Mumbai and Kochi Refineries achieved a combined throughput of 26.40 MMT asagainst 31.91 MMT in the previous year the decline being due to COVID-19 impact.Refineries achieved weighted average Gross margin of USD 4.06 per barrel (' 5861 crore)as compared to USD 2.50 per barrel (' 4182 crore) realized in the year 2019-20.

By optimizing plant operations and implementing energy conservation schemes thespecific energy consumption

MBN (MMBTU/BBL/NRGF) was conserved at 66.9. Several digital applications andtechnologies were developed internally thereby creating significant value addition to theentire process value chain.

In spite of the pandemic and travel restrictions Acrylic Acid & Oxo Alcohol unitof PDPP (Propylene Derivative Petrochemical Project) and NHT (Naphtha Hydrotreater) unitof MSBP (Motor Spirit Block Project) at Kochi Refinery (KR) were commissioned. Upon thecommissioning of PDPP units BPCL has become the first Indian refinery to produce nichepetrochemicals like acrylates acrylic acid and Oxo-alcohol which are being imported inlarge quantities at a huge cost to the national exchequer.

Towards augmentation of storage infrastructure MOT Tanks (17 & 18) located atJawahar Island Mumbai were commissioned. This offered operational flexibility for betterproduct management and also as bunkering terminal for Marine tankers and barges.

Further BPCL HPCL and MbPT (Mumbai Port Trust) entered into agreement andsuccessfully commissioned the Fifth Oil Berth Project (Project JD5) and 42" new crudeoil line at Jawahar Dweep Mumbai which enabled berthing of fully loaded Suez max cargoand dead freighted Very Large Crude Carrier (VLCC). Having a dedicated crude oil linehelped in reducing the freight costs and demurrage charges.

Performance of Refineries

Parameters

Mumbai Refinery

Kochi Refinery

2020-21 2019-20 2020-21 2019-20
Refinery Throughput (MMT) 13.05 15.14 13.35 16.77
Crude Oil Processed (MMT) 12.94 15.02 13.28 16.52
Capacity Utilization (%) * 107.8 125.1 85.67 106.6
GRM (USD/bbl) 3.76 2.88 4.36 2.17
GRM (in Rs.crore) 2736 2321 3125 1861

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

MARKETING

The year 2020-21 was exceptionally challenging and equally resounding was BPCL’saction plan to beat the ominous odds of the pandemic. The downturn in economy during theyear 2020-21 resulted in overall de-growth of petroleum products across the Oil Industry.The Company sold 38.74 MMT of petroleum products registering a negative growth of 10.12%as compared to previous year. The Company’s market share amongst public sector oilcompanies stood at 24.35% on 31st March 2021 as compared to 24.52% at theend of previous year.

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

Pipelines

BPCL owns a network of 2241 km of multi-product pipelines with design capacity of17.84 MMTPA. Additionally BORL a subsidiary of BPCL owns 937 km crude pipelines withdesign capacity of 7.8 MMTPA.

During the year 2020-21 though the demand was tepid in the first quarter it picked upduring the later part of the year and BPCL Pipeline network was able to address the entiremarket demand. Pipelines achieved a throughput of 14.86 MMTPA of petroleum products.During the year all Standard Operating Processes (SOPs) were strictly followed resultingin Nil fatality and Nil Lost Time Accident (LTA).

Despite the pandemic related difficulties BPCL actively continued the execution of itspipeline projects and achieved remarkable progress in construction and completion of thepipelines during the year. The Bina Panki Pipeline (355 km) project is progressing at arapid pace while pre-project activities have been completed for Krishnapatnam HyderabadPipeline (455 km). Further the Company completed rerouting of Mumbai Manmad Pipeline (50km) during the year. Also Fiber Optics based Pipeline Intrusion Detection Systems (PIDS)has been successfully commissioned in Bina Kota Pipeline which will help in preventingunauthorized tapping or damage to pipelines by third party activities. As of now a total984 km of Pipeline out of 2241 km is covered with Fiber Optics based Pipeline IntrusionDetection Systems (PIDS).

MAJOR PROJECTS

Details of major completed/ongoing projects during the year are given below. Approvedproject cost indicated for each project is net of input tax credit.

• Propylene Derivatives Petrochemical Project (PDPP) at Kochi Refinery

The project envisages production of niche petrochemicals such as Acrylic Acid OxoAlcohols and Acrylates which are predominantly imported. The PDPP project marksBPCL’s entry into production of niche petrochemicals utilizing Polymer GradePropylene produced from the Petro FCCU set-up under the Integrated Refinery ExpansionProject (IREP) at KR. Approved cost of the project is Rs.5575 crore. Acrylic Acid and OxoAlcohol units have been commissioned and Acrylates unit will be commissioned shortly.

• Motor Spirit Block Project (MSBP) at Kochi Refinery

Motor Spirit Block Project at Kochi Refinery envisages maximization of BS-VI grade MSproduction by upgrading Naphtha. The MSBP Project consists of three major units namelyNaphtha Hydro Treater (NHT) of 1.5 MMTPA capacity Continuous Catalytic Reforming Unit(CCR) of 0.8 MMTPA capacity and Light Naphtha Isomerization (Penex) Unit of 0.7 MMTPAcapacity and associated facilities. With MSBP availability of BS-VI MS quantity willincrease by 790 TMT per annum.

Approved cost of the project is Rs.3234.96 crore and the project has been completed inMarch 2021.

• Installation of new Kerosene Hydrotreater (KHT) at Mumbai Refinery

The project envisages new Kerosene Hydrotreater (KHT) of 1.5 MMTPA capacity integratedwith existing Diesel Hydrotreater (DHT) to produce ATF and Kerosene meeting Sulphurspecification of max 10 ppmw. Approved cost of the project is Rs.667.15 crore. The projecthas achieved overall physical progress of 35.30% as on 31.03.2021 and is scheduled forcompletion in December 2022.

• Enhancing Production of Lube Oil Base Stock (LOBS) at Mumbai Refinery

The project envisages revamp of Lube Oil Base Stock production capacity from 300 TMTPAto 450 TMTPA at Mumbai Refinery which will reduce import of Lube Oil Base Stock. Approvedcost of the project is Rs.614 crore. The project has achieved overall physical progress of59.80% as on 31.03.2021 and is scheduled for completion in December 2021.

• 2nd Generation Ethanol Bio-refinery at Bargarh (Odisha)

The project envisages setting up a Second Generation (2G) Ethanol Bio-refinery toproduce 100 KL Ethanol per day using 400 MT lignocellulosic Biomass per day as feedstock(rice straw/maize stalk) using indigenous technology. The 2G Ethanol produced will be usedfor blending in MS. Approved cost of the project is Rs.1379 crore. The project hasachieved physical progress of 29.23% as on 31.03.2021 and is scheduled for completion inAugust 2022. A 100 KL per day 1G Ethanol plant is also being proposed in the same complex.

• Polyols/Propylene Glycol/Mono Ethylene Glycol Project at Kochi

The project envisages production of value added petrochemicals with high growth rateand demand such as Polyols Propylene Glycol and Mono Ethylene Glycol utilizing propyleneand ethylene feed stock from Kochi Refinery. Preliminary cost estimate for the project isRs.9688.00 crore. Firmed up cost and time schedule will be finalized after completion ofthe Front End Engineering Design (FEED).

• Mumbai Manmad Pipeline Re-routing Project

The project envisages laying of a 50 km long 18" dia pipeline for rerouting ofthe pipeline section in Mumbai and Thane area construction of 3 sectionalizing valvestations and associated facilities. Approved cost of the project is Rs.423 crore and theproject has been completed in February 2021.

• Multiproduct pipeline from Bina Despatch Terminal to POL Terminal at PankiKanpur

The project envisages laying of approx. 355 km long 18" dia multiproduct pipelinefor a throughput capacity of 3.5 MMTPA from Bina Dispatch Terminal to POL Terminal atPanki Kanpur for transporting MS HSD & SKO and augmentation of tankage at PankiTerminal Kanpur. Approved cost of the project is Rs.1284.41 crore. The project hasachieved overall physical progress of 81.40% as on 31.03.2021 and is scheduled forcompletion in December 2021.

• Irugur - Devangonthi Multiproduct Pipeline Project

The project envisages laying of 315 km long 16" dia multiproduct cross-countrypipeline from Irugur (Tamil Nadu) to Devangonthi (Karnataka). Approved cost of the projectis Rs.1469.39 crore. The project is on hold since Dec 2014 for want of RoU clearance inTamil Nadu Portion.

• Multiproduct Pipeline from Krishnapatnam Coastal Terminal to Madharam(Hyderabad)

The project envisages laying of 455 km long 16" dia multi-product pipeline for athroughput capacity of 4.4 MMTPA from Krishnapatnam coastal terminal to proposed terminalat Madharam (Hyderabad) for transporting MS HSD & SKO. The project scope alsoincludes construction of additional tankages at Krishnapatnam and Ongole and a newterminal at Madharam. Approved cost of the project is Rs.1925.68 crore. The project isscheduled for completion in March 2023.

• Development of Coastal Terminal with Railway Siding at Krishnapatnam

The project envisages setting up of a coastal terminal and railway siding atKrishnapatnam port. Approved cost of the project is Rs.580.20 crore. The project hasachieved overall physical progress of 36.00% as on 31.03.2021 and is scheduled forcompletion in December 2022.

• Resitement of Raichur POL depot to Gulbarga

The project envisages resitement of old Raichur Depot which had space constraint toGulbarga to meet the growing market demand from a new location in Karnataka. The projectscope includes setting up of a POL terminal with storage capacity of 30 TKL and 8 bay tanklorry filling gantry. Approved cost of the project is Rs.206.26 crore and the project hasbeen completed in December 2020.

• New POL Depot at Radhanagar (Bokaro) Jharkhand

The old Ranchi and Dhanbad depots are proposed to be resited to Radhanagar (Bokaro) tomeet the future market demand from a new location in Jharkhand. The project envisagessetting up of a POL terminal with storage capacity of 22 TKL along with railway siding.Approved cost of the project is Rs.247.17 crore. The project has achieved overall physicalprogress of 52.80% as on 31.03.2021 and is scheduled for completion in March 2022.

RESEARCH AND DEVELOPMENT (R&D)

R&D division of the Company plays an essential role in developing noveltechnologies and providing innovative technological solutions to customers andstakeholders. BPCL R&D Centers are engaged with the development of cutting edgetechnologies energy efficient processes novel products and cleaner fuels to enhanceCompany’s profitability and minimize environmental carbon footprints.

Corporate Research & Development Centre (CRDC) at Greater Noida Uttar Pradesh andProduct & Application Development Centre (P&AD) at Sewree Mumbai are proactivelyinvolved in adding value to the businesses through research activities. CRDC has beenworking in the areas of Petrochemicals Biofuels Catalyst Development ProcessDevelopment Modelling & Simulation Crude Oil Characterization and CompatibilityCorrosion Studies Additive Development Residue Up- gradation and Waste utilization. CRDChas state of the art laboratories a process scale-up laboratory and various lab-scale andpilot-scale equipments.

CRDC has exhibited its strength by developing various newer technologies and productssuch as - BPMARRK a software product for real-time crude assay for Crude DistillationUnits (CDU/VDU) monitoring and optimization a web based software product K Model forcrude compatibility Gasoline Sulphur Reduction (GSR) Catalyst additive (BHARAT-GSR CAT)Ethanol Corrosion Inhibitor (BHARAT ECOCHEM) for Ethanol Blended Motor Spirit (EBMS)Indigenous Dewaxing Catalyst (BHART Hi- CAT) Water Detecting Paste (BHARAT WDP) DividedWall Column (BHARAT DWC) technology for Naphtha separation and HiGee De-aerationTechnology.

The Product & Application Development (P&AD) Centre is focusing on Automotiveand Industrial lubricant formulation development technical services quality assuranceand conducts various training programs at MAK Centre of Excellence. This Centre isactively involved in developing lubricants based on frontier technologies with keyobjective to develop cost effective new products and alternate formulations. In thiscontext R&D has been actively associated with automotive majors in the country fordeveloping engine oils through in-house tests and international specifications. The Centrehas also developed new products such as Synthetic Engine Oil for latest generationPetrol/Diesel cars and heavy duty commercial vehicles meeting stringent BS VI emissionnorms equipped with new engine technology and fitted with various devices Advanced EngineOil for higher CC Motorcycles and new generation fuel efficient 4-strokeMotorcycles/Scooters new generation Marine Engine Oil meeting IMO global Sulphur fuel cap(<0.5%) and eco-friendly White Oils for industrial application. Development of hybriddual clutch transmission (DCT) and hybrid automatic transmission Fluid (ATF) forPersonalized Cars/Sport Utility Vehicles and Cold Rolling Oil for Steel Industry are otheroutcomes of research activities carried out.

Based on ongoing in-house R&D efforts the benefits derived during the year 2020 -21 have been summarized in Annexure A.

NON-CONVENTIONAL ENERGY

BPCL is pursuing Renewable Energy development in the organization in a structuredmanner. With a view to increase its ‘clean energy’ portfolio and mitigate the‘climate change’ threat the capacity of renewable energy in BPCL has reachedcumulatively to 45.12 MW in the year 2020-21 out of which 33.39 MW is solar energy. We arecurrently engaged in solarizing our various POL locations and LPG plants pipeline SVstations colonies refineries offices retail outlets etc.

In the year 2020-21 a total of 0.730 MW hybrid solar plants with energy storage in 17COCOs (Company Owned Company Operated) have been commissioned. Further solar plants at 57Retail and LPG Plants with a total capacity of about 4.5 MW are coming up in the next twoyears.

BPCL has taken all the required steps for becoming a Corporate Partner of InternationalSolar Alliance (ISA). The Company is very keen on incorporating latest technologies in thefield of solar energy and it envisages that access to ISA’s global network will helpit in accessing emerging latest technologies globally.

INDUSTRIAL RELATIONS

The Industrial Relations climate remained harmonious throughout the Corporation. LongTerm Settlements on wages & other matters have been successfully signed with seven (7)out of eight (8) eligible Marketing unions while negotiations with the remaining are inprogress. Despite the threats posed by the pandemic the unions and the workmendemonstrated unyielding enthusiasm and commitment to achieve the organizationalobjectives. The Corporation continued the thrust towards productivity enhancement andemployee well-being with a focus on regular communication with all employees on allimportant issues affecting them and the Corporation.

CORPORATE SOCIAL RESPONSIBILITY

Pursuing its Corporate Social Responsibility (CSR) Vision -"Be a Model CorporateEntity with Social

Responsibility committed to Energizing Lives through Sustainable Development"BPCL is committed to the communities around its business and far beyond through its CSRinitiatives. Through its CSR program the Company touches the lives of millions ofcitizens and seeks to make a positive difference in their lives. The Company has activelyparticipated in various national priorities/ programs and is not limited to its five (5)core thrust areas viz. Health and Sanitation Skill Development Education WaterConservation and Community Development.

The Company relies on the strong partnerships it has built with the Governmentcredible not-for-profit organisations and other implementing agencies who are an integralpart of BPCL’s CSR activities.

The disruption in activities caused due to COVID-19 pandemic resulted in shift of focustowards addressing the hardships faced by the people due to the pandemic. Manyinterventions towards providing immediate relief to the affected communities wereundertaken. Extending financial assistance for relief measures BPCL further contributedRs.25 crore to the PM CARES Fund in the year 2020-21 over and above the '100 crorecontribution done during the year 2019-20.

Out of the CSR budget of Rs.161.91 crore for the year 2020-21 Rs.144.90 crore werespent during the year. The shortfall of Rs.17.01 crore from the stipulated prescribedspend is mainly on account of delay in completing the projects as per timelines due torestrictions imposed on account COVID-19 pandemic. The unspent amount of Rs.17.01 crorehas been mapped against such projects where expenditure could not be incurred and havebeen transferred to the UCSRA (Unspent CSR Account) and would consequently be spent inaccordance with the applicable CSR Rules.

Annual Report on CSR including the composition of CSR Committee is enclosed as AnnexureB.

The details of the CSR policy projects and programmes are available on the website ofthe Company on https://www.bharatpetroleum.com/social-responsibility/csr-reporting.aspx

The details of CSR activities under major heads are given below:

Skill Development

BPCL has persisted with its commitment towards enhancing the employability andentrepreneurship for youth in the hydrocarbon sector as well as in other sectors throughthe Skill Development Institute (SDI) at Kochi Kerala. Since inception 756 students havebeen trained and a batch of 123 students is undergoing training currently. Incollaboration with other Oil & Gas Companies BPCL also supported five SDIs inAhmedabad Vishakhapatnam Guwahati Rae Bareli and Bhubaneswar.

While the activities in skill training institutes were affected due to the pandemicthe Company continued to support the Skill Development initiatives for youth inAspirational Districts of Madhya Pradesh. Online mode of training was adopted and 15batches consisting of 375 candidates were trained in vocational skills and linked toemployment and self-employment opportunities.

Education

BPCL in line with its thrust area of Education continued its efforts to impartquality education through enhancement of learning levels of the students as well asthrough provision of infrastructure for creation of conducive learning environment. TheCompany undertook construction of school buildings in Betul Madhya Pradesh and Malshiras(near Pune) in Maharashtra.

Another initiative focusing on educating farmers was undertaken for imparting Diplomacourses on Organic Farming. The initiative also included construction of dormitory blocksstaff quarters and dining block for the course.

The project is completed and will ultimately help the farmers in achievingself-sufficiency in farming and allied agri-farming activities for better livelihoodmanagement.

Water Conservation

Water is the basic necessity of every individual but scarcity of water in many areas isa major issue which needs to be addressed on priority. The problem has become so severethat in many states the ground water has almost dried up and people have to depend onother sources.

Recognizing the suffering of people living in water scarce areas of rural and urbanIndia BPCL’s flagship project ‘BOOND’’ based on Integrated model ofwater conservation technique was extended to Thane district of Maharashtra. Thislivelihood linked model will reach out to 282 households in three (3) villages and help infulfilling the needs of the community towards own consumption as well as enhance theagricultural output over the years. Through project ‘BOOND’ the Company hasalready converted more than 230 villages from ‘water scarce’ to ‘waterpositive’ over the years.

Health And Sanitation

BPCL is fully committed to the cause of health and hygiene of the communities andundertook initiatives to create awareness regarding the importance of hygiene in thecurrent situation. The Company also provided lifesaving medical equipment to thehospitals Personal Protective Equipment (PPE) to frontline workers hygiene kits to thecommunity and provided primary healthcare services through Mobile Medical Units in orderto address the needs of the people for whom access to healthcare facilities was limited.

On announcement of National Mission for vaccination drive program the Company providedcold chain equipment for the transportation and storage of COVID- 19 vaccines in the twostates of Haryana and Uttar Pradesh.

Amongst many other healthcare initiatives the Company continued its unflinchingsupport towards cancer care by assisting more than 450 underprivileged cancer patientswith holistic treatment in six cancer hospitals across the country. In spite of theintermittent lockdowns project towards construction of an affordable cancer care facilityand community awareness programme continues in Darrang (Assam) an Aspirational District.

To highlight another health project the Lifeline express ‘Hospital on atrain’ which comprises seven (7) coaches modified into a hospital travels tointerior parts of the country to serve the communities for whom reaching hospitals is anuphill task. The initiative has contributed in reducing the avoidable disability earlyidentification of diseases screening and providing medical & surgical interventionsto about 8000 patients in the district of Balangir Odisha.

Additionally the Company has undertaken projects for upgrading the infrastructurewhich includes training centre and hostel for the special school for youth with hearingimpairment.

Further in its endeavour to promote health and hygiene the Company has providedlife-saving medical equipment which is used for the treatment of paediatric congenitalheart ailments. The support provided in this area were largely in 2D echo room operationtheatres pre & post operation wards and Intensive Care Units (ICUs). The project aimsto reach out to about 12000 patients year on year.

Community Development

"Transformation of Aspirational Districts Program" launched by NITI Aayogfocusses mainly on improvement in the levels of Health & Nutrition EducationAgriculture & Water Resources Financial Inclusion & Skill Development and BasicInfrastructure in the identified districts in the country. BPCL in line with the programis working with rural communities in order to improve the living standards of thecommunities in these lowest ranked districts as well as Non-Aspirational Districts thusensuring inclusive growth for all.

To address the problem of anaemia and micro-nutrient deficiency especially among younggirls and pregnant women the Company has undertaken an initiative in Gadchiroli districtof Maharashtra where distribution of rice grains fortified with Iron Folic acid andVitamin-B is being carried out through the Government Public Distribution System. Theproject also focuses on livelihood support for poor farmers restoration of historic waterstructures while also supplementing clean drinking water library and sanitationfacilities in schools. The rice fortification initiative has been appreciated at variousforums and the intervention is likely to be scaled up to other districts.

BPCL is also taking up initiatives in other areas notified under the Schedule VII ofCompanies Act 2013. In one such project the Company collaborated with National CraftsMuseum at Hastakala Academy (New Delhi) for reorganisation restoration and preservationof more than 33000 objects and artefacts. Further with a futuristic view it is alsoplanned to digitally archive all the available collection of artefacts for easy access tothe people and artisans.

The Company is persevering in its support of the Swachh Iconic Places i.e. MaduraiMeenakshi Temple in Tamil Nadu and Sri Adi Shankaracharya Janmabhoomi Tirth in KaladyKerala. The initiatives include beautification of the surrounding areas and access tosanitation facilities along with safe drinking water with an aim to promote tourism andprovide enriching experience to the visitors.

Swachh Bharat Initiatives

With renewed efforts BPCL participated in the "Swachh Bharat Mission" ofGovernment of India and undertook more than 79000 activities during the SwachhataPakhwada by reaching out to around 62 lakh people. The activities included creatingawareness on hygiene and sanitation and distribution of PPE kits for frontline workers.The activities were meticulously planned and undertaken maintaining all precautionarymeasures of social distancing. The Company received an award from the Ministry ofPetroleum and Natural Gas (MoP&NG) for its excellent performance in the Pakhwada.

Sustaining the efforts towards eliminating manual scavenging the Company has provided13 robotic manhole cleaning machines i.e. 5 each to Indore and Coimbatore MunicipalCorporations 2 machines to Mumbai Corporation of Greater Mumbai (MCGM) and 1 machine toDhule Municipal Corporation (DMC).

The machines have been widely used and the efforts have been appreciated as it restoredthe dignity of the sanitation workers. The cleaning of sewer lines have benefitted morethan 1.5 lakh population. BPCL’s support to Dhule Municipal Corporation (DMC) withthe above machine won the coveted national award - "SKOCH" for their excellentand remarkable work in urban development under the theme - ‘Eradication of manualscavenging using Robotic Scavenger machine’.

Other CSR initiatives undertaken by Mumbai Refinery and Kochi Refinery

Mumbai Refinery (MR) continuously strives for the upliftment of marginalized sectionsof society in and around its operating locations. Projects related to strengtheninghealthcare infrastructure like provision of advanced medical equipment in GovernmentHospitals such as Lokmanya Tilak Municipal Medical College & General Hospital (SionHospital) in Mumbai have been successfully undertaken. Health insurance for about 200fisher folks in the surrounding communities with the aim of making basic healthcareservices accessible to the underprivileged was provided. The significance of thisintervention was realised during the current pandemic situation. More than 1900 cataractsurgeries of rural and tribal people have been undertaken in the areas of Thane andPalghar Districts of Maharashtra. Construction of Community Sanitation toilet blocksconsisting of 36 units in slums of Mumbai has been successfully completed and handed overto MCGM for the use of the community. The facility will cater to the sanitation needs ofaround 2000 households living in the vicinity.

To provide quality education to 2600 underprivileged girls MR has undertaken aprogram ‘Nanhi Kali’ at Palghar Maharashtra. Apart from above project ScienceEducation Project was undertaken for setting up Mini Science Centres in 20 Govt. AidedSchools in Mumbai which focuses on experiential learning models based on science concepts.

MR has also undertaken various initiatives to provide infrastructure support toGovernment Industrial Training Institutes at Karjat Panvel for skilling theunderprivileged.

Kochi Refinery (KR) reached out to people in the neighbourhood and beyond through ahost of CSR activities in the areas of Education Health Skill Development and CommunityDevelopment including providing life-saving medical equipment for creating and upgradingthe existing infrastructure.

KR provided PPE kits and hand sanitizers for health workers police and publicofficials of the District through Indian Medical Association Kochi Chapter. ICUfacilities including ventilators were set in place for Government Medical CollegeErnakulam and Kannur and General Hospitals at Pathanamthitta. Various other healthcareprojects taken up include enhancement of facilities for IMA Voluntary Donor Blood Banksurgical equipment for Ernakulam General Hospital and renovation of casualty block atMuvattupuzha General Hospital.

During the lockdown food kits were distributed to poor families in nearby Panchayatsspecially abled and tribal people. Group Medi-claim insurance policy was extended to14200 people living in the 10 neighbouring wards. Assistance was extended to constructnew ‘Anganwadis’ and classrooms in Kerala.

KR supported the construction of a three-storey new block for the GovernmentGirl’s School at Tripunithura. The facilities include 18 class rooms 3 labs 23girl- friendly toilets and 1 toilet for differently abled with ramp available up to thefirst floor. Further support was continued for the Home Based Rehabilitation Project forhelping differently abled children who cannot make it to special schools.

PROMOTION OF SPORTS

Amidst the perils of the pandemic and lockdown restrictions worldwide limitedtournaments were organized in the year 2020-21. Further the Tokyo Olympics that wasscheduled to be organized in the year 2020 had to be postponed to 2021 owing to COVIDrelated constraints. However BPCL sportspersons harnessed the limited opportunitiesavailable and demonstrated exemplary vigour in the national as well as internationalsports arena.

5 of our Hockey players namely Birendra Lakra Harmanpreet Singh Lalit Upadhyay VarunKumar and Vivek Sagar Prasad were integral part of the resolute Indian Hockey Team thatsecured the Bronze Medal in Tokyo Olympics 2020. India bagged Olympic medal in Hockeyafter 41 years and this victory has rekindled sparks of hope to achieve greater glory infuture.

Our ace archer Atanu Das has been performing exceptionally well and was awarded withthe prestigious Arjuna Award. Atanu Das and Deepika Kumari represented the Indian ArcheryTeam in Tokyo Olympics 2020. Though they could not secure Olympic medal they surmountedthe challenges set forth by various top archers of the world.

In the Fazza International Para Badminton Championship held at Dubai Arjuna AwardeeManoj Sarkar bagged the Gold Medal in Doubles event and Bronze Medal in Singles event.Manasi Joshi won Silver Medal in Singles event and Bronze Medal in Doubles event.

In cricket Surya kumar Yadav made his debut in the T-20 series against England and wasinstrumental in the victory of the Indian team. Shreyas Iyer Sanju Samson and ManishPandey were part of the Indian team that won the T-20 series against Australia. KuldeepYadav was part of Indian cricket team that won the historic test series against Australia.

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 the Ministry of Social Justice andEmpowerment and the Department of Public Enterprises relating to reservations/concessionsfor Scheduled Castes/Scheduled Tribes/Other Backward Classes. Adequate monitoringmechanism has been put in place for sustained and effective compliance uniformly acrossthe Company. Rosters are maintained as per the Directives and are regularly inspected byLiaison Officer of the Company as well as the Liaison Officer of MoP&NG to ensureproper compliance of the directives.

SC/ST and economically backward students are encouraged by awarding scholarship tostudents pursuing courses in Secondary School education upto graduation level.

BPCL also complies with provisions under "The Persons with Disabilities (EqualOpportunities Protection of Rights and Full participation) Act 1995 related toproviding employment opportunities for Persons with Disabilities (PWDs) and EconomicallyWeaker Sections (EWS).

Details relating to representation of SC/ST/OBC candidates EWS and PWD are enclosed asAnnexure C.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

BPCL continues to diligently comply with the Annual Program 2020-21 issued by Dept. ofOfficial Language Government of India and Ministry of Home Affairs towards theimplementation of Official Language across the organisation. Comprehensive and robustsystems to review and evaluate the progressive usage of Hindi on quarterly half-yearlyand yearly basis were instituted through essential committees viz. OLIC (Official LanguageImplementation Committee) TOLIC (Town Official Language Implementation Committee) etc. atdifferent levels such as Regions/Offices/Locations/ Refineries and updation of thecommittee members was done from time to time.

Hindi Fortnight/Week was successfully observed in all BPCL offices/locations duringSeptember 2020. The employees wholeheartedly participated in a plethora of competitionscultural programs and educational seminars which were conducted online.

Various accolades have been received by the Company for implementation of officiallanguage. The corporate office received a special prize from the Ministry of Petroleum andNatural Gas Dept. of Official Language for Best Hindi implementation in the year 2020-21.Mangliya Depot Kolkata Regional Office and Thiruvananthapuram LPG Territory receivedawards from TOLIC for Official Language Implementation.

Various incentive schemes have been in practice in the Company to promote the usage ofHindi in day to day work in offices and locations. These included awards institutedamongst locations regions and employees online and offline Hindi training programmes andworkshops on various topics for enhancing levels of compliance and meetings of Hindicoordinators to encourage progressive usage of Hindi in the Company. Meetings of OLIC(Official Language Implementation Committee) were organized quarterly and AnnualCoordinators Meet was conducted for the progressive usage of Hindi across the Company.

CITIZEN’S CHARTER PUBLIC GRIEVANCE REDRESSAL (PG) & CUSTOM CARE SYSTEM &RIGHT TO INFORMATION (RTI)

BPCL strongly believes that customers are the primary reason for its existence andtherefore as a part of its corporate culture places them at the center of its businessphilosophy operations and ideas. In the present scenario of competitive and rapidlychanging market excellence in customer service is the most important tool for sustainedbusiness growth building strong brand and nurturing relationship with customers for whichthe Company is fully committed.

BPCL has constantly endeavored to set new benchmarks in customer service standardsthereby meeting customer expectations by consistently offering convenience services andredressing their grievances if any through a well-defined mechanism.

Citizen’s Charter

At BPCL internal processes are aligned to high service levels offered to each andevery customer. The concept of Citizens’ Charter enshrines the trust between theservice provider and its users by ensuring responsiveness of the Company in a transparentand accountable manner.

The Citizen’s Charter published by BPCL on the Company’s website providesdetails of a range of services offered to customers with an overview of the marketingactivities of the Company policy guidelines and processes on marketing of petroleumproducts. It covers the mandate of the Company customer rights with respect to standardquality time-frame for service delivery the grievance redressal mechanism etc. Theseservice levels are revisited from time to time and updated in line with the changingbusiness need.

Public Grievance Redressal (PG)

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

Grievances received through CPGRAMS system are centrally scrutinized at the CorporateLevel and sent for redressal to various Business Units/Entities through a well-establishedonline network with an escalation matrix to ensure timely and qualitative closure.

Despite nation-wide lockdown when adherence to the compliance of statutory norms posedunprecedented hurdles BPCL with its dedicated team redressed and closed 4415grievances out of 4630 (i.e. 95.35%) received in the year 2020-21 with an averagedisposal time of only 12 days as against the norm of 30 days fixed for disposal.

Customer Care System (CCS)

BPCL’s Customer Care System (CCS) is a centralized portal branded as"SmartLine" which enables the customers to register their complaintssuggestions and feedbacks and has an inbuilt tracking and escalation mechanism. Formed in2013 SmartLine has had 6257941 interactions with the customers till now.

Overcoming the challenges posed by the COVID-19 pandemic Smart line adapted towork-from-home operations and ensured timely resolution of all customer complaints totheir satisfaction. Smartline was one of the few call centers and the only one in PublicSector Oil Marketing Companies to operate during COVID-19.

SmartLine has also contributed to the Company’s ambitious digitalizationinitiative - Project Anubhav as the first point of contact for customers approachingfrom the new digital channels of Urja and HelloBPCL Mobile app. About 12000 customerinteractions have so far been made for the digital initiatives. BPCL strives to stay trueto motto of ‘Ek Call Sab Solve’ thereby providing one stop solution to thecustomers for all their grievances.

Right to Information (RTI)

BPCL has been successfully dealing with the RTI Act from the time of its inception in2005 and implemented all the norms stipulated in the RTI Act 2005. As required under theAct all the relevant details & information along with suo moto disclosure undersection 4(1) (b) have been hosted on the Company’s Corporate Website www.bharatpetroleum.infor better understanding of the public at large.

Along with physical RTI applications the Company also receives online RTI applicationsand addresses the same through the RTI online portal at www.rtionline.gov.in which is aunified RTI portal of the Government of India.

RTI Queries were closed on the RTI online portal within the stipulated time limit of 30days. This ensured that no penalty could be levied for any postal delays. TheCompany’s team of 49 Central Public Information Officers (CPIOs) and 12 FirstAppellate Authorities (FAA) spread across the country covering major SBUs like RetailLPG Aviation Mumbai Refinery Kochi Refinery and Entities like HR and InternationalTrade ensured smooth handling of RTI queries despite the pandemic and associated issuesof lockdown postal delays etc.

Since 2005 the Company has successfully handled 44779 RTI applications 6328 FirstAppeals and 1063 Second Appeals with Central Information Commission (CIC) therebymaintaining its commitment to Transparency and Accountability in business operations.

During the year 2020-21 the Company received 3393 RTI Queries 415 First Appeals& 84 Second Appeals (CIC Hearings) and all have been processed. All 84 CIC hearingswere held virtually without the physical presence of CPIOs & detailed rejoinders toowere submitted to CIC for all hearings well within time to enable CIC take decisions.

PUBLIC PROCUREMENT: MICRO & SMALL ENTERPRISES

The Company’s Central Procurement Organization (Marketing) procured goods worthRs.8343 crore (100 % e-tendering) during the year 2020-21 as against the annual targetof Rs.5429 crore. This included BPCL’s requirement of Ethanol purchases for LPG SBUunder Schedule of Rates (SORs) purchases for marketing set up of Pipelines and E&PEntities etc. Additionally tenders for disposal of scrap worth Rs.99.16 crore were alsofinalized for marketing locations. BPCL also anchored and finalized Industry tenders forEthanol and Bio-diesel for the 9th consecutive year. The tender value forEthanol was Rs.29400 crore and for Bio-diesel was Rs.98 crore.

As an initiative towards Digital India digitally signed invoices were encouraged fromvendors. Also issuance of digitally signed Purchase Orders was carried out. The Companyprocured goods worth Rs.113.9 crore through Government e-Marketplace (GeM) during the year202021 up from '16 crore procured in the previous year.

All high value tenders were through the online open tender route. It was ensured thatthe General Conditions of Contract (GCC) and General Purchase Conditions (GPC) of alltenders have purchase preference clause for Micro and Small Enterprises (MSEs).

During the year 2020-21 the procurement value of the Company for Goods and Servicesexcluding Works Contracts where MSEs could have participated was Rs.7454.7 crore and theactual procurement value from MSEs was Rs.2062.82 crore i.e. an achievement of 27.67%which exceeds the target of 25% given by the Ministry of Micro Small and MediumEnterprises. The Company conducted five online Vendor Development programs for MSEVendors wherein over 400 vendors participated. An online "Premier VendorWorkshop" was held during December 2020 wherein Director MSME-DI Mumbai made adetailed presentation on the benefits of the Public Procurement Policy for MSEs to thevendors.

BPCL offered Trades Receivable Discounting Scheme (TReDS) to its MSE Vendors. Thisfacility was availed by MSE Vendors and over 1813 invoices valued at Rs.105 crore werediscounted during the year 2020-21.

VIGILANCE

The prime focus of Corporate Vigilance in BPCL is to enhance the ethical standards ofthe organization by encouraging sound business practices and good corporate governancethrough an effective balance of preventive and detective vigilance measures.

As a part of preventive vigilance despite the ongoing pandemic situation periodic andsurprise inspections of locations depots installations retail outlets and LPGdistributorships were carried out. Inspections of major projects/works were undertaken inline with the inspections carried out by the Chief Technical Examiner.

Surprise inspections were conducted at 74 locations 104 retail outlets and 50 LPGdistributorships from time to time during the year. Based on observations and findingsspecific recommendations for corrective action and system improvements were communicatedto the concerned departments.

Vigilance Awareness sessions were conducted for the employees working at operatinglocations and commercial offices by Team Vigilance using both online methodology(considering the prevailing pandemic situation) and offline during their visits tolocations. These sessions were aimed at enhancing the knowledge and awareness on theoperational aspects of various circulars and guidelines issued by the Central VigilanceCommission (CVC) and the MoP&NG. During the year 2020-2189 no. of training sessionswere held covering 2099 persons.

Vigilance Awareness Week with the theme ‘Vigilant India Prosperous India’was observed across the country from 27th October to 2nd November2020. During the week a variety of programmes were carried out across the country(including contests conducted online) to spread the theme and bring awareness amongstemployees stake holders and general public. In line with CVC’s directionsconsidering the ongoing pandemic situation internal activities were taken on a campaignmode as a part of Vigilance Awareness Week.

Corporate Vigilance also carried out thorough investigations into the Complaints andSource Information. Complaints including those received online were investigated bothdirectly by Team Vigilance and through Businesses /Entities. The references received fromCVC and MoP&NG were also investigated and required recommendations were made withinthe prescribed timeline.

Summary of investigative complaints handled by Vigilance during the year 2020-21 aregiven below:-

Opening Balance (as on 01.04.2020) Received during the Year Total Disposed during the Year Closing Balance (as on 31.03.2021)
59 18 77 46 31

The above complaints broadly cover issues like selection of Retail Outlet dealers LPGDistributors and irregularities in Retail Outlets/LPG Distributorships and lapses in thetendering process etc.

The eleventh edition of the Vigilance magazine ‘Vigilance Plus’ was releasedwhich had articles on Reforms in BPCL Vendor Registration Procedure E-procurement PublicProcurement Myths about Business Ethics Award winning articles by school children andhighlights of the activities conducted during the year.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

BPCL had 5 subsidiaries and 22 Joint Venture Companies and Associate Companies at thebeginning of the year 2020-21.

Details of Company that has become a Subsidiary during the year 2020-21 Nil
Details of Company that has become a Joint Venture/ Associate during the year 2020-21 Nil
Details of Company that has ceased to be a Subsidiary during the year 2020-21 i) Numaligarh Refinery Limited
Details of Company that has ceased to be a Joint Venture/Associate during the year 2020-21 Nil

On 26th March 2021453545998 shares (61.65%) held by BPCL in itssubsidiary Numaligarh Refinery Limited (NRL) were divested to a consortium of Oil IndiaLimited and Engineers India Limited (Consortium) and Government of Assam. For the period 1stApril 2020 to 25th March 2021 when NRL was a subsidiary of the Company itsRevenue from Operations was Rs.18174.64 crore and the Company’s consolidated profitstood at Rs.3048.14 crore.

Consequent to divestment of NRL BPCL has 4 subsidiaries and 22 Joint Venture Companiesand Associate Companies at the end of the year.

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 along with the financial statement.

The Company has placed its financial statements including Consolidated FinancialStatements and all other documents required to be attached thereto on its website www.bharatpetroleum.inas per Section 136(1) of the Act. Further the Company has also placed separate AnnualReports/ audited accounts in respect of each of its Subsidiaries in its above website. Acopy of the said documents will be available for inspection and provided to anyshareholder of the Company who asks for it.

The policy for determining material Subsidiaries is posted on the Company’swebsite at the link: http://www.bharatpetroleum.co.in/General/PolicyonMaterialSubsidiaries.aspx Rs.id=4

BPCL SUBSIDIARY COMPANIES

BHARAT PETRORESOURCES LIMITED (BPRL)

BPRL was incorporated in October 2006 as a 100% subsidiary of Bharat Petroleum CompanyLimited to cater to the upstream activities of BPCL. As on 31st March 2021BPCL’s investment is Rs.6150 crore in equity. In addition to this the Company hasgiven a loan of Rs.2090 crore to BPRL. BPRL has recorded a consolidated income ofRs.187.18 crore and a consolidated loss of Rs.1883.31 crore for the financial year ending31st March 2021.

BPRL has participating interest (PI) in twenty blocks of which ten are located in Indiaand ten overseas along with equity stake in two Russian entities holding the license tofour producing blocks in Russia. Six of the ten blocks in India were acquired underdifferent rounds of New Exploration Licensing Policy (NELP) one block was awarded underDiscovered Small Fields Bid Round 2016 and three blocks were awarded under the OpenAcreage Licensing Policy (OALP) Bid Round I. Out of ten overseas blocks five are inBrazil two in United Arab Emirates and one each in Mozambique Indonesia and Australia.The blocks of BPRL are in various stages of exploration appraisal pre-development andproduction. The total acreage held by BPRL and its subsidiaries is around 23749 km2of which approximately 45% is offshore. BPRL and its consortia have 26 explorationdiscoveries in respect of Blocks held in five countries i.e. Brazil MozambiqueIndonesia Australia and India.

During the year 2020-21 the Offshore Area 1 Rovuma Basin Mozambique consortiumprogressed with the construction activities as per the Final Investment Decision which wastaken in the year 2019-20. The consortium also finalized Senior Debt Financing of approx.US$ 14.9 Billion for the Project Finance for the 2 Train Golfinho-Atum LNG Project duringthe year. While the activities for progressing with the Development Plan were ongoing asper schedule however security incidents during end-March 2021 in the Cabo DelgadoProvince in Northern Mozambique has led the Operator to withdraw all project personnelfrom the site and subsequently Force Majeure has been declared for the project.

During the year 2020-21 approx. 2.8 Million Barrels crude oil from the Lower Zakumconcession was also lifted by BPCL Group refineries out of BPRL’s share of equitycrude oil from the Lower Zakum asset wherein the consortium of BPRL ONGC Videsh Ltd. andIOCL has 10% PI.

The Appraisal well campaign in the overseas operatorship block (BPRL being the JointOperator with IOCL) Onshore Block 1 concession in Abu Dhabi UAE also commenced during theyear 2020-21 and the testing of the appraisal wells has indicated presence ofhydrocarbons.

Petrobras the Operator of BM-SEAL-11 Concession successfully completed Extended WellTesting (EWT) in Farfan Oil field Offshore Sergipe Brazil.

In respect of Indian blocks the Block CY-ONN-2002/2 located in Cauvery Basin TamilNadu currently has six producing wells. As a temporary arrangement until completion ofCentral Processing Facility (CPF) the crude oil is being handled at the Early ProductionTerminal (EPT) commissioned at Madanam. During the year 2020-21 approx. 596 ThousandBarrels of oil and associated gas of 34 Million Cubic Metres has been produced from theBlock. Further a Gas Dehydration Unit (GDU) has been installed in the EPT as a temporaryarrangement to process the associated gas for sale to Gas Authority of India Limited(GAIL). Gas sales from the Block to GAIL has commenced in May 2021.

The PI in respect of Blocks in India and Australia are held directly by BPRL. PI inrespect of blocks in Brazil Mozambique Indonesia and UAE and equity stake in two Russianentities are held through various step down wholly owned subsidiaries/JVs of the whollyowned subsidiaries located in the Netherlands and Singapore. A detailed discussion on theBlocks is given in the Management Discussion & Analysis Report (MD&A).

BHARAT OMAN REFINERIES LIMITED (BORL)

BORL was incorporated in 1994 as a Joint Venture between BPCL and OQ SAOC (formerlyknown as Oman Oil Company SAOC). During the year under review BPCL entered into SharePurchase Agreement with OQ SAOC for purchase of 88861 3336 Equity Shares (constituting36.62% of the paid up capital) held by OQ SAOC in BORL at a consideration of Rs.2399.26crore. Subsequently on 30th June 2021 BPCL purchased the equity shares heldby OQ SAOC in BORL and thus BPCL now holds 100% of the paid up equity share capital inBORL. Besides BPCL has also given a loan of Rs.1254.10 crore and subscribed to Warrantsconvertible into Shares of Rs.935.68 crore. Further the State of Madhya Pradesh has alsosubscribed to Rs.26.90 crore of Warrants (2.69 crore warrants) convertible into Shares inBORL. The Government of Madhya Pradesh vide order dated 23rd July 2021 hasnotified that consent is being given to BPCL to purchase 2.69 crore warrant (their entireholding in BORL) at the rate of Rs.27/- per warrant amounting to a total of Rs.72.63crore.

BPCL has also subscribed to Zero Percent Compulsorily Convertible Debentures ofRs.1000 crore in 2017. Crude oil intake during the year 2020-21 was 6190 TMT withaverage capacity utilization of 79.40%. The company has reported Revenue from Operationsof Rs.35419.77 crore in the year 2020-21 as compared to Rs.41940.96 crore recorded inthe previous year. The net loss for the year 2020-21 stood at Rs.76.35 crore as comparedto net loss of Rs.803.50 crore in the previous year. The Basic EPS for the year stood atRs.(0.22) as against (' 2.35) in the year 2019-20.

BHARAT GAS RESOURCES LIMITED (BGRL)

Bharat Gas Resources Limited (BGRL) a wholly owned subsidiary of BPCL wasincorporated in June 2018 for handling Natural Gas business.

BGRL has been authorised for the setting up of CGD Infrastructure in thirteen (13)Geographical Areas (GAs) under round 9 and 10 of CGD bidding rounds. During the year2020-21 the project implementation activity continued at good pace in the authorised Gaswith BGRL incurring the capital expenditure of Rs.363 crore during the year. The companyhas a capital commitment of Rs.1090 crore as on 31st March 2021.

During the year pilot project of L-CNG Station was commissioned in Shendre DistrictAurangabad (Maharashtra). The L-CNG is also known as Virtual pipeline whereby Natural gaswould be transported as LNG through tankers instead of conventional gas pipelines. Thestation is based on the concept of Hub & Spoke model covering supply of CNG forAutomobile Segment & PNG for Domestic Commercial & Industrial Segment Customers.This would help to seed the market and to generate early revenue for the project. Furtherthirty six (36) CNG stations were commissioned during the year in GAs of BGRL withcommercial sales starting in the GA of Aurangabad & Ahmednagar.

Consequent to the decision of the Government of India to disinvest its entireshareholding in BPCL the Board of Directors of BPCL and BGRL approved the scheme ofamalgamation of BGRL with BPCL with the view of streamlining of the corporate structureand consolidation of assets and liabilities. An application in connection with merger ofBGRL with BPCL through a scheme of amalgamation under the relevant provisions of CompaniesAct 2013 has been submitted to Ministry of Corporate Affairs.

BPCL-KIAL FUEL FARM PRIVATE LIMITED (BKFFPL)

BKFFPL was incorporated in May 2015 with an equity participation of 74% by BPCL &26% by Kannur International Airport Limited. The company was formed to design constructcommission and operate the Fuel Farm at Kannur International Airport for the supply of ATFon an exclusive basis. The Fuel Farm started operating from December 2018 along with thecommissioning of Kannur International Airport. As on 31st March 2021 theauthorized capital of the company is Rs.50 crore and paid up capital is Rs.9 crore. Duringthe year 2020-21 the fuel throughput was 16776.47 KL. The company earned a revenue ofRs.3.26 crore in the year 2020-21 and loss during the period was Rs.6.06 crore.

In respect of BORL and BKFFPL these companies were being managed under joint controlmechanism during the year. Their financials have been consolidated as Joint Ventures asper the requirements of Indian Accounting Standards (IND AS) in the consolidatedfinancial statements of the group for the period ending 31st March 2021.

BPCL JOINT VENTURE COMPANIES AND ASSOCIATES

PETRONET LNG LIMITED (PLL)

PLL was formed in April 1998 for importing LNG and setting up a LNG terminal withfacilities like jetty storage regasification etc. to supply natural gas to variousindustries in the country. The company has an authorized capital of Rs.3000 crore andpaid up capital of Rs.1500 crore. PLL was promoted by four public sector companies viz.BPCL Indian Oil Company Limited (IOCL) Oil and Natural Gas Company Limited (ONGC) andGAIL (India) Limited (GAIL). Each of the promoters hold 12.5% of the equity capital ofPLL. BPCL’s equity investment in PLL currently stands at Rs.98.75 crore. PLL recordedRevenue from operations of Rs.26022.90 crore during the year 2020-21 as againstRs.35452.00 crore recorded in the year 2019-20. The net profit for the year stood atRs.2939.23 crore as compared to Rs.2703.35 during the year 2019-20. The EPS for theyear 2020-21 is Rs.19.59 as compared to is Rs.18.02 of the year 2019-20. During the year2020-21 PLL has recommended a final dividend of Rs.3.50 per share in addition to interimdividend of Rs.8.00 share during the year. In the previous year PLL had declared aspecial dividend of Rs.5.50 per share and final dividend of Rs.7.00 per share.

INDRAPRASTHA GAS LIMITED (IGL)

IGL is a joint venture company promoted by BPCL and GAIL and set up in December 1998.IGL is a city gas distribution company supplying natural gas to transport domesticcommercial and industrial consumers. The operations of IGL are spread over NCT of DelhiNoida & Greater Noida Ghaziabad & Hapur Gurugram Meerut (except area alreadyauthorized) Shamli Muzaffarnagar Karnal Rewari Kanpur (except areas alreadyauthorized) Hamirpur-Fatehpur districts Kaithal district and Ajmer. IGL also holds 50%of equity in M/s Central UP Gas Limited Kanpur & M/s. Maharashtra Natural GasLimited Pune which are the Joint Venture Companies promoted by BPCL and GAIL.

The paid up share capital of IGL is Rs.140 crore. BPCL had invested Rs.31.50 crore for22.5 % stake in its equity. The company added 65 new Compressed Natural Gas (CNG) stationsand 3.1 lakh new Piped Natural Gas (PNG) domestic connections during the year. As on 31stMarch 2021 IGL had 612 CNG stations and 16.85 lakh PNG domestic connections.

IGL has registered Revenue from Operations of Rs.5438.68 crore and Profit After Tax ofRs.1172.55 crore for the year ending 31st March 2021 as compared to Revenuefrom Operations of Rs.7165.49 crore and Profit After Tax of Rs.1248.99 crore in theprevious year. The EPS for the year stood at Rs.16.75 as against Rs.17.84 in the year2019-20. IGL Board has recommended a dividend of Rs.3.60 per share (face value of Rs.2each) for the year ending 31st March 2021 as against a dividend of Rs.2.80 pershare (face value of '2 each) in the previous year.

SABARMATI GAS LIMITED (SGL)

SGL a Joint Venture company promoted by BPCL and Gujarat State Petroleum Company(GSPC) was incorporated in June 2006 with an authorized capital of Rs.100 crore forimplementing the City Gas Distribution project for supply of CNG to the householdautomobile industrial and commercial sectors in the Gandhinagar Mehsana AravaliSabarkantha and Patan districts of Gujarat. The paid-up share capital of the company isRs.20 crore. As at 31st March 2021 BPCL has a stake of 49.94% in the equitycapital of SGL. SGL has set up 135 CNG stations and is supplying PNG (Domestic) to 2.22lakh customers. During the year 2020-21 company has commissioned 30 CNG stations. SGL hasachieved turnover of Rs.1114.75 crore and a net profit of Rs.225.01 crore for the yearending 31st March 2021 as against Rs.1179.11 crore and Rs.129.21 crorerespectively for the previous year. The EPS for the year stood at Rs.112.50 as againstRs.64.60 in the year 2019-20. The company has recommended a dividend of Rs.20 per sharefor the year ending 31st March 2021 as against Rs.4.50 per share in theprevious year.

CENTRAL UP GAS LIMITED (CUGL)

CUGL is a Joint Venture Company set up in February 2005 with GAIL as the other partnerfor implementing 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 anauthorized share capital of Rs.60 crore. The joint venture partners have each investedRs.15 crore for an equity stake of 25% each in the company balance 50% being held by IGL.CUGL has set up 57 CNG stations. CUGL has achieved Revenue from Operations of Rs.294.79crore and net profit of Rs.78.62 crore for the year ending 31st March 2021 asagainst Rs.345.33 crore and Rs.73.64 crore respectively for the previous year. The EPS forthe year stood at Rs.13.10 as against Rs.12.27 in the year 2019-20. CUGL has declared aDividend of Rs.1.80 per share which is same as of previous year.

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. MNGL while strengthening its roots inthe existing authorized GA covering Pune and adjoining areas is also on its way to expandthe CGD network in Nasik GA Sindhudurg GA in Maharashtra and Ramanagara GA in the stateof Karnataka which were awarded by the Petroleum and Natural Gas Regulatory Board (PNGRB)under the 9th CGD bidding round. The company was incorporated with anauthorised share capital of Rs.100 crore. The paid up capital of the company is Rs.100crore. BPCL and GAIL have invested Rs.22.50 crore each in MNGL’s equity capital.MIDC as a nominee of Maharashtra Govt. had taken 5% equity in June 2015; the balance 50%is held by IGL. MNGL has set up 132 CNG stations and is supplying PNG (Domestic) to 3.86lakh customers. MNGL has achieved Revenue from Operations of Rs.799.90 crore and profit ofRs.172.98 crore for the year ending 31st March 2021 as against Revenue ofRs.1073.69 crore and profit of Rs.223.33 crore respectively in the previous year. The EPSfor the year 2020-21 stood at Rs.17.30 as against Rs.22.33 in the year 2019-20. The MNGLBoard has recommended a dividend of Rs.6 per share which is same as previous year.

HARIDWAR NATURAL GAS PRIVATE LIMITED (HNGPL)

BPCL has signed a Joint Venture Agreement with GAIL Gas Limited for implementation of aCity Gas Distribution Project in the GA of Haridwar and formed a Joint Venture CompanyHaridwar Natural Gas Pvt Ltd. on a 50:50 basis. HNGPL was incorporated in April 2016 withan authorized share capital of Rs.45 crore. As on 31st March 2021 thepromoters have infused Rs.22.20 crore each towards equity contribution. The promotersBPCL and GAIL Gas Limited have also given an inter-corporate loan of '15.00 crore each toHNGPL during the year considering enhanced project activities in view of Maha Kumbh inHaridwar. During the year the company has achieved Minimum Work Program (MWP) as given byPNGRB in their authorization besides achieving maiden profit of approximately Rs.0.67crore during the year and cumulative capex of approximately Rs.163.00 crore upto 31stMarch 2021.

GOA NATURAL GAS PRIVATE LIMITED (GNGPL)

GNGPL was incorporated in January 2017 as a Joint Venture Company with GAIL Gas Limitedon a 50:50 basis for implementation of a City Gas Distribution Project in the GA of NorthGoa. The authorized share capital of the company is Rs.60 crore and as on 31stMarch 2021 the promoters have infused Rs.26.38 crore each towards equity contribution.The project cost for the first five years is revised to approx. Rs.145.27 crore which isbeing funded through a debt equity of 70:30.

BHARAT STARS SERVICES PRIVATE LIMITED (BSSPL)

BSSPL a Joint Venture company promoted by BPCL and ST Airport Pte Ltd Singapore wasincorporated in September 2007. BSSPL is a service provider company and is associated withAviation Industry. The authorized and paid up share capital of BSSPL is Rs.20 crore. Thetwo promoters have each subscribed to 50% of the equity share capital of BSSPL andBPCL’s present investment stands at Rs.10 crore. BSSPL also has a wholly ownedsubsidiary named Bharat Stars Services (Delhi) Private Limited. The Company commenced itsoperations in Bangalore in 2008 and later spread to various parts of the country. Atpresent it is providing into-plane services (fueling services) at Bangalore Mumbai andDelhi Airports and Business Support Services (man-power services for fueling operation) atvarious other Airports. Presently the company is operating at 35 locations in India.During the year 2020-21 the sales and revenue dropped drastically owing to COVID-19outbreak across the world and subsequent lockdowns. Also there is decline in businessoperations due to restrictions on International flight operations. BSSPL has achieved aconsolidated Revenue from Operations of Rs.30.27 crore and consolidated loss of Rs.2.32crore for the financial year ending 31st March 2021 as against consolidatedRevenue from Operations of Rs.51.94 crore and consolidated profit of Rs.5.89 crorerespectively for the previous year. The EPS for the year 2020-21 is Rs.(1.16) as againstRs.2.95 in the year 2019-20. The company has not recommended any dividend for the yearending 31st March 2021. However for the previous year dividend of Rs.0.25 pershare has been paid by the company.

DELHI AVIATION FUEL FACILITY PRIVATE LIMITED (DAFFPL)

A Joint Venture Company DAFFPL has been promoted by BPCL Indian Oil CorporationLimited and Delhi International Airport Limited (DIAL) for implementing open accessAviation Fuel facility for the new T3 T2 and cargo terminals at Delhi InternationalAirport. Currently the company is setting up an Aviation hydrant system at T1 terminal ofDelhi International Airport as well. The authorized and paid-up share capital of thecompany is Rs.170 crore and Rs.164 crore respectively. BPCL and IOCL each have subscribedto 37% of the share capital of the joint venture while the balance 26% is held by DIAL.DAFFPL has achieved Revenue from Operations of Rs.57.36 crore and net Loss of Rs.12.43crore for the year ending 31st March 2021 as against revenue of Rs.123.96crore and net profit of Rs.41.43 crore respectively during the previous year. The EPS forthe year stood at Rs.(0.76) as against Rs.2.53 in the year 2019-20. The company has notrecommended any dividend for the year ending 31st March 2021. However thedividend of Rs.0.65 per share for the year 2019-20 was paid during the year 2020-21.

MUMBAI AVIATION FUEL FARM FACILITY PRIVATE LIMITED (MAFFFPL)

MAFFFPL was incorporated in February 2010 on 28th October 2014. BPCLIndian Oil Company Ltd (IOCL) and Hindustan Petroleum Company Limited (HPCL) became jointventure partners with Mumbai International Airport Limited (MIAL) with equity holding of25% each. Presently BPCL has invested an amount of Rs.48.29 crore towards equity. MAFFFPLhas started its operations from February 2015. The business of the company is to operate& maintain the existing aviation fuel farm facilities and to provide Into-planeservices at Chhatrapati Shivaji Maharaj International Airport (CSMIA) Mumbai. MAFFFL isconstructing the Integrated Fuel Farm Facility on an open access basis. Construction ofthe new facility was adversely impacted due to COVID induced restrictions and is expectedto be fully functional during the year 2021-22. The revenue to MAFFFPL is by way of theFuel Infrastructure Charges payable by the suppliers for utilizing the Facility. MAFFFLachieved throughput of 6.06 lakh KL during the year 2020-21 which is a drop of 59% fromthe year 2019-20 due to grounding of flights for several months and severe restriction inflight movements particularly international flights during the year. MAFFFPL hasregistered a decline in Revenue from Operations to Rs.46.49 crore for the year ending 31stMarch 2021 as against revenue of Rs.113.64 crore during the previous year. MAFFFPL hasachieved a small profit after tax of Rs.1.56 crore during the year 2020-21 as againstRs.40.05 crore in the previous year. The EPS for the year stood at Rs.0.08 as againstRs.2.07 in the year 2019-20.

KANNUR INTERNATIONAL AIRPORT LIMITED (KIAL)

KIAL is an unlisted Public Company promoted by the Government of Kerala to build andoperate the airport at Kannur on international standards primarily to cater to thetravelling needs of the large NRI population in the region who travel frequently tovarious international destinations the flourishing business community and tourists. Theproject cost was Rs.2392 crore of which Rs.1500 crore will be financed through equityand balance sum of Rs.892 crore will be financed by way of borrowings. The paid up capitalof the company as on 31st March 2021 is Rs.1338.12 crore out of which BPCLhas made a contribution of Rs.216.80 crore. Kannur Airport was commissioned on 9thDecember 2018 and is the 4th international airport in Kerala. During the year2020-21 total aircraft movements were 6135 and passenger traffic was approx. 4.73 lakhas against 15142 aircraft movements and approx. 15.83 lakh of passenger traffic in theprevious year. The reduction in Flights and passenger traffic was due to cancellation ofscheduled flights (both domestic and international) due to lockdown in COVID-19 pandemicsituation.

MATRIX BHARAT PTE LIMITED (MXB)

MXB is a Joint Venture Company incorporated in Singapore in May 2008 for carrying outthe bunkering business and supply of marine lubricants in the Singapore market and otherinternational bunkering including expanding into Asian and Middle East markets. Thecompany has been promoted by BPCL and Matrix Marine Fuels L.P. USA an affiliate of theMabanaft group of companies Hamburg Germany both contributing equally to the sharecapital of USD 4 million. Matrix Marine Fuels L.P. USA subsequently transferred theirshare and interest in the joint venture in favour of Matrix Marine Fuels Pte LimitedSingapore which has further been transferred in favour of Bomin International HoldingGmbH Germany both being affiliates of the Mabanaft group. In March 2021 MXB has carriedout capital reduction and the revised share capital of MXB stands at USD 0.50 millionBPCL share being USD 0.25 million. The company is not carrying out trading activities. MXBreported a profit of USD 0.07 million for the year ending 31st December 2020as against USD 0.03 million for the year ending 31st December 2019.

KOCHI SALEM PIPELINE PRIVATE LIMITED (KSPPL)

BPCL signed a Joint Venture Agreement with IOCL 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 31st March 2021 BPCL has paid an amountof Rs.202.50 crore towards equity in this JV Company.

The Project is being executed in 4 phases. The 1st phase is 12 km 12" pipelinefrom Kochi Refinery (KR) to IOCL Udayamperoor Bottling plant & 155 km 12"pipeline from Kochi Refinery to Palakkad Receipt Terminal (RT). The 12 km pipeline from KRDespatch Terminal (DT) to Udayamperoor RT was commissioned on 20th August 2017and during the year 2020-21109.30 TMT LPG was transported through this pipeline. Withrespect to the 155 km pipeline from BPCL-KR DT to Palakkad RT the pipeline lowering is inan advanced stage and the overall physical progress achieved as on 31st March2021 is 93.85%. The 2nd phase is 42 km 12" pipeline from Puthuvypeen IOCLimport terminal to KR. The overall physical progress achieved for this section is 45.70%.The 3rd and 4th phases are 50 km 12" pipeline from Palakkad RTto Coimbatore RT and 170 km 8" pipeline from Coimbatore RT to Salem RT. For these twophases the Tamil Nadu Government order on RoU acquisition & compensation was releasedon 14th February 2020. However not much progress has been achieved withrespect to ROU acquisition during the year.

GSPL INDIA TRANSCO LIMITED (GITL)

GSPL India Transco Ltd. (GITL) is a joint venture of BPCL IOCL HPCL and Gujarat StatePetronet Ltd. (GSPL). GSPL has 52% equity participation in the company and balance equityis held by IOCL (26%) HPCL (11%) and BPCL (11%).

GITL has been authorised to lay 1881 long km pipeline from Mallavaram to Bhilwara. Theinitial section of Project from Reliance Gas Transmission India Limited interconnectionpoint at Kunchanapalli to Ramagundam Fertilizers & Chemicals Limited’s Plant atRamagundam is in operations since the year 2019-20. During the year 2020-21 the Companyhas transported approx. 88.18 MMSCM of gas and has earned revenue of Rs.12.09 crorethrough transportation of gas as the tariff is lower in initial years of operations.

GSPL INDIA GASNET LIMITED (GIGL)

GSPL India Gasnet Ltd. (GIGL) is a joint venture of BPCL IOCL HPCL and GSPL. GSPL has52% equity participation in the company and balance equity is held by IOCL (26%) HPCL(11%) and BPCL (11%).

GIGL has been authorised to lay two cross country gas pipelines viz Mehsana to BathindaPipeline (MBPL) and Bathinda to Jammu-Srinagar Pipeline (BJPL). During the year underreview the Company has approved revised pipeline route of MBPL and BJPL aggregating toapprox. 1929 km. The initial sections of the Projects covering approx. 442 km viz.Barmer-Pali Pipeline Palanpur-Pali Pipeline and Jalandhar Amritsar Pipeline are inoperations since the year 2018-19. During the year 2020-21 GIGL has transported about1256.91 MMSCM gas as against approx. 629.59 MMSCM in the previous year. The companyearned a Revenue from operations of '172.68 crore during the year as against Rs.109.14crore in the year 2019-20.

Project implementation activities of various sections of MBPL Project planned underPhase II covering about 938 km and traversing through the states of Rajasthan Haryana andPunjab were in full swing during the year under review and has achieved an overallprogress of more than 92%. The said sections are scheduled to be commissioned during theyear 2021-22.

FINO PAYTECH LIMITED (FINO)

BPCL acquired shares in FINO in the year 2016-17 and made an investment of Rs.251crore. FINO Payments Bank (FPB) (A FINO group entity) completes its fourth year ofoperation in June 2021. FPB evolved a new cost-effective channel of operations through theMerchant Network of approx. 3.38 lakh merchants and stabilized 115 branches across Indiaas on 31st March 2021. Consolidated Revenue from Operations during the yearstood at Rs.834.51 crore and consolidated loss for the year 202021 was Rs.50.41 crore asagainst Rs.827.37 crore and Rs.21.00 crore respectively for the previous year.

PETRONET INDIA LIMITED (PIL)

PIL was formed in the year 1997 as a financial holding company to give impetus to thedevelopment of pipeline network throughout the country. The company carried out businessthrough Special Purpose Vehicle (SPVs) and Joint venture companies. With the new pipelinepolicy oil companies were allowed to establish their own pipeline network. PIL obtainedappropriate approvals and proceeded to liquidate its investments in joint ventures andsubsidiaries. PIL’s equity has been purchased by respective promoter companies viz.Petronet CCK Limited stake has been taken over by BPCL Petronet MHB Limited stake hasbeen taken over by HPCL and ONGC and Petronet VK Limited stake has been taken over by IOCLand Reliance Industries Limited (RIL). PIL filed an application before NCLT and paid upshare capital was reduced from Rs.100 crore to Rs.1 crore and Rs.99 crore was returned toits promoters. BPCL has 16% equity participation in the company with current investment ofRs.0.16 crore. During the year 2018-19 shareholders of the company had approved voluntarywinding up of PIL and appointed an Official Liquidator (OL) for the same. Liquidation ofthe 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 accountsof BPCL. The company is under liquidation.

BHARAT RENEWABLE ENERGY LIMITED (BREL)

BREL was incorporated in June 2008 for undertaking the production procurementcultivation and plantation of the horticulture crops such as Karanj Jathropha andPongamia trading research and development and management of all the crops and plantationincluding Biofuels in the State of Uttar Pradesh with an authorized capital of Rs.30crore. The company has been promoted by BPCL with Nandan Cleantec Limited (NandanBiomatrix Limited) Hyderabad and Shapoorji Pallonji group through their affiliate SPAgri Management Services Pvt Ltd. A Company Petition was filed before the Hon’bleHigh Court of Allahabad (Lucknow Bench) for winding up BREL. By the judgement dated21.12.2015 the Company was ordered to be wound up and an OL to proceed in accordance withthe provisions of the Companies Act was appointed. 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. A reply to the report submitted by the OL has been given and thematter is pending in the Hon’ble High Court of Allahabad.

RATNAGIRI REFINERY & PETROCHEMICALS LIMITED (RRPCL)

An integrated refinery and petrochemical complex of about 60 MMTPA capacity wasconceived by the PSU Oil Marketing Companies (OMCs) in the west coast of MaharashtraState based on growing demand of petroleum fuels and petrochemical products in thecountry. Accordingly BPCL IOCL and HPCL entered into a Joint Venture Agreement and a JVCompany RRPCL was incorporated in September 2017 with an authorized capital of Rs.400crore. As on 31st March 2021 BPCL has made an equity contribution of Rs.50crore. Saudi Aramco expressed interest in the project and a non-binding MoU for KeyBusiness Principles was signed on 11th April 2018. Saudi Aramco sought toinclude ADNOC as a strategic partner in 2018 and ADNOC was included accordingly.

The allocation of the land for the project is currently pending. The matter is beingpursued by RRPCL with the State Government of Maharashtra for expediting allocation ofland for RRPCL Project. The technical configuration study of the project has beencompleted and pre-feasibility study is being finalized. Certain pre-project activitieslike data collection and other Geophysical requirements for environment clearance arebeing carried out. Other studies for execution readiness of the project and strategicstudies are also underway.

IHB LIMITED (IHBL)

IHBL Limited is a Joint Venture of IOCL BPCL and HPCL with equity participation in theratio of 50:25:25. IHBL was incorporated in July 2019 as IHB Private Limited to constructoperate and manage approx. 2800 km long Kandla-Gorakhpur LPG Pipeline (KGPL) for meetingthe LPG demand of the bottling plants en-route the pipeline in the States of GujaratMadhya Pradesh and Uttar Pradesh. The Company was converted into a Public Limited Companyw.e.f 06th April 2021. BPCL has made an equity contribution of Rs.414.50 croreas on 31st March 2021.

The Pipeline is planned to meet the LPG requirement of 8 LPG Bottling Plants of IOCL 6of HPCL and 8 of BPCL located in Gujarat Madhya Pradesh and Uttar Pradesh. The project isprogressing at a steady speed and as on 31st March 202180% of StatutoryClearances and RoW Acquisitions has been done. Detailed Engineering Survey EIA/RA Study& Hazop study has been completed. Design and Engineering is completed for the projectexcept for Pipavav- Dumad Section that is presently on hold. Mainline work at GujaratMadhya Pradesh and Uttar Pradesh commenced from February 2021. As on 31st March2021 the overall progress achieved is 28.53%. The approved total cost of the project wasRs.10088 crore and till 31st March 2021 964.61 crore have been incurred asproject implementation expenses.

The scheduled completion date of the Project is December 2021. However due to onset ofCOVID-19 IHB has sought time extension up to December 2022 from PNGRB for completing theproject. Response from PNGRB is awaited.

UJJWALA PLUS FOUNDATION (UPF)

UPF was incorporated in July 2017 as a Joint Venture Company among the three PSU OilMarketing Companies viz BPCL HPCL and IOCL (in the ratio of 25:25:50) under section 8 ofthe Companies Act 2013. The company receives donations from individual/ Corporate/NGOsetc. which shall be utilized for extending financial assistance for making LPG availableto economically disadvantaged households who are not covered by Pradhan Mantri UjjwalaYojana.

MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDA)

The MDA for the year under review as stipulated under Regulation 34(e) of SEBI(Listing Obligations and Disclosures Requirement) Regulations 2015 is presented in aseparate section forming part of the Annual Report.

The forward looking statements made in the MDA are based on certain assumptions andexpectations of future events. The Directors cannot guarantee that these assumptions areaccurate or these expectations will materialize.

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 2020-21 withMoP&NG. MOU for the year 2021-22 is under finalization. The Company has been achieving"Excellent" performance rating since 1990-91. In the year 2018-19 the Companyhas achieved an ‘Excellent’ rating with composite score of 90.79%. MOU ratingfor the year 2019-20 is under evaluation.

BOARD EVALUATION

As per the provisions of Section 134(3)(p) of the Companies Act 2013 a listed entityis required to include a statement indicating the manner of formal evaluation ofperformance of the Board its Committees and of individual Directors. However the saidprovisions are exempted for Government Companies as the performance evaluation of theDirectors is carried out by the Administrative Ministry i.e. MoP&NG as per laid- downevaluation methodology.

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 andother matters are not provided under Section 178 (3) of the Act.

Similarly Section 197 of the Act shall not apply to a Government Company.Consequently there is no requirement of disclosure of the ratio of the remuneration ofeach Director to the median employee’s remuneration and other such details includingthe statement showing the names and other particulars of every employee of the Companywho if employed throughout/part of the financial year was in receipt of remuneration inexcess of the limits set out in the Rules are not provided in terms of Section 197(12) ofthe Act read with Rule 5 (1)/(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

The Chairman & Managing Director and the Whole time Directors of the Company didnot receive 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 determining of 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.

SECRETARIAL STANDARDS

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

SOCIAL ENVIRONMENTAL AND ECONOMIC RESPONSIBILITIES AND BUSINESS RESPONSIBILITY REPORT

The Company is committed to be a responsible Corporate Citizen in society which leadsto sustainable growth and economic development for the nation as well as all stakeholders.In order to be a responsible business to meet its commitment the Board of Directors ofthe Company have adopted and delegated to the Sustainability Committee the implementationof a Business Responsibility Policy based on the principles of National VoluntaryGuidelines on Social Environmental and Economic Responsibilities of Business as issued bythe Ministry of Corporate Affairs Government of India. BPCL’s Sustainability Reportis in accordance with the Global Reporting Initiative (GRI).

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Business Responsibility Report describing the initiatives taken bythe Company from the environmental social and governance perspective is attached as partof the Annual Report

TRANSACTION WITH RELATED PARTIES

During the Financial Year the Company has entered into contracts or arrangements withrelated 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.

The Policy on related party transactions including material related party are availableon the Company’s website at the link https://www.bharatpetroleum.com/about-bpcl/our-policies.aspx

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has provided Loans/Guarantees to its Subsidiaries/Joint Ventures and hasmade Investments in compliance with the provisions of the Companies Act 2013. The detailsof such investments made and loans/ guarantees provided as at 31st March 2021are given in the Disclosures under Regulation 34 read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 in Annexure G.

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 of the Audit Committee. The Company’s internalfinancial controls and risk management systems are assessed by the Audit Committee/ Board.During the year the proposals were reviewed only by the Board as the Company could notreconstitute the Audit Committee due to lack of sufficient numbers of IndependentDirectors. The Company has adopted a Risk Management Charter and Policy for selfregulatoryprocesses and procedures for ensuring the conduct of the business in a risk consciousmanner and for managing risks on an ongoing basis. Accordingly the Company has adoptedEnterprise Risk Management Policy Commodity Risk Management Policy and Financial RiskManagement policy. As per the Risk Management charter and policy the Company hasidentified risks in the category of (i) Business Excellence (ii) Operations (iii)Information Technology (iv) Human Resources (v) Strategic (vi) Financial (vii) Logistics(viii) Marketing (ix) Legal and Regulatory (x) Brand (xi) Environment (xii) Security(xiii) Procurement and (xiv) Research and Development. Apart from this the management isalso monitoring the risk posed to the business by the COVID-19 pandemic.

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 March2021 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 judgements and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the 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 D. Rajkumar C&MD superannuated at the close of office hours on 31.08.2020.The Directors have placed on record their deep appreciation on behalf of the Board forthe valuable contributions made and guidance given by him for the development and progressof the Company’s business. Shri K. Padmakar Director (Human Resources) has beenentrusted with the additional charge of the post of Chairman and Managing Director w.e.f.01.09.2020 by MoP&NG.

Shri R. Ramachandran Director (Refineries) superannuated at the close of office hourson 31.08.2020. The Directors have placed on record their deep appreciation on behalf ofthe Board for the valuable contributions made and guidance given by him for thedevelopment and progress of the Company’s business. Shri Arun Kumar Singh Director(Marketing) has been entrusted with the additional charge of the post of Director(Refineries) w.e.f. 18.09.2020 by MoP&NG.

Shri Vinay Sheel Oberoi Independent Director ceased to be the Director of the Boardw.e.f. 10.04.2020 due to his demise. The Directors place on record his contributionstowards the Company and express their deep condolences on his sad demise.

Shri N. Vijayagopal Director (Finance) superannuated at the close of office hours on31.07.2021. He was also the Chief Financial Officer of the Company. The Directors haveplaced on record their deep appreciation on behalf of the Board for the valuablecontributions made and guidance given by him for the development and progress of theCompany’s business. Shri Arun Kumar Singh Director (Marketing) was entrusted withthe additional charge of the post of Director (Finance) by MoP&NG vide their letterdated 03.08.2021.

Shri V.R.K. Gupta Head (Corporate Treasury) was appointed as Chief Financial Officerof the Company w.e.f. 01.08.2021.

Shri Arun Kumar Singh Director (Marketing) 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 above Directorwho is reappointed at the AGM is provided in the Notice.

DECLARATION OF INDEPENDENCE

The Independent Director of the Company has provided a declaration confirming that hemeets the criteria of independence as prescribed under the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The IndependentDirector has confirmed his registration with Independent Director’s Databankmaintained by Indian Institute of Corporate Affairs in compliance with the requirements ofthe Companies (Appointment and Qualification of Directors) Rules 2014.

FAMILIARISATION PROGRAMMES

The Company has adopted a policy for the training requirements of Board Members. Thedetails thereof with the programs sponsored for familiarization of Independent Directorswith the Company are available at the Company’s web link:https://www.bharatpetroleum. com/about-bpcl/our-policies.aspx

AUDIT COMMITTEE

As BPCL has only one Independent Director the Audit Committee could not bereconstituted and hence no meetings of Audit Committee were held during the year 2020-21.BPCL being a Government Company Government of India has been approached for nominationof requisite number of Independent Directors.

The details of the composition of the Audit Committee terms of reference etc. areprovided in the Corporate Governance Report which forms a part of this Report.

VIGIL MECHANISM

There exists a vigil mechanism to report genuine concerns in the Organization. TheCompany has implemented the Whistle Blower Policy to ensure greater transparency in allaspects of the Company’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 victimization of personswho use the 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.com/about-bpcl/ourpolicies.aspx

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.

ANNUAL RETURN

As required under Section 92 (3) of the Companies Act 2013 the Annual Return of theCompany for the year 2020- 21 is available on the website of the Company on the followinglink https://www.bharatpetroleum.in/ bharat-petroleum-for/investors/shareholders-information/agm-reports.aspx.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The details are included in the MDA which forms part of this Report.

STATUTORY AUDITORS

M/s. CVK & Associates Chartered Accountants Mumbai and M/s. Borkar &Muzumdar Chartered Accountants Mumbai were appointed as Statutory Auditors for the year2020-21 by the Comptroller & Auditor General of India (C&AG) under theprovisions of Section 139(5) of the Companies Act 2013. They will hold office tillconclusion of the ensuing Annual General Meeting. C&AG is in the process forappointment of Statutory Auditors for the year 2021-22.

The Auditors’ Report does not contain any qualification reservation or adverseremark.

REPORTING OF FRAUDS BY AUDITORS

The Auditors in their report for the year have not reported any instance of fraudcommitted by the officers/ employees of the Company.

COST RECORD AND COST AUDIT

The Company has prepared and maintained cost records as prescribed under Section 148(1)of the Companies Act 2013 for the year 2020-21. The Cost Audit Report for the year2019-20 has been filed with the Ministry of Corporate Affairs before due date in XBRLFormat. The Cost Auditors for financial year 2019-20 were M/s ABK & Associates Mumbaiand M/s Bandyopadhyaya Bhaumik & Company Mumbai.

The Cost Auditors appointed for the year 2020-21 are M/s R. Nanabhoy & Co Mumbaiand M/s G. R. Kulkarni & Associates Mumbai. The Cost Auditor shall within a periodof 180 days from the closure of the financial year forward the Cost Audit Report and theCompany is required to file the Cost Audit Report within 30 days of receipt of the same.

SECRETARIAL AUDITOR

The Board has appointed M/s Dholakia & Associates LLP Company Secretaries toconduct the Secretarial Audit for the year 2020-21. The Secretarial Audit Report for thefinancial year ended 31st March 2021 is enclosed as Annexure H to this Report.

The Secretarial Audit Report contains observation that during the period under reviewthe Company has complied with the provisions of the Act Rules Regulations GuidelinesStandards etc. as applicable to the Company except to the extent as mentioned below:

A. The Company did not have the following:

i. Woman Independent Director on its Board as required under second proviso ofsub-section (1) of Section 149 of the Act read with Companies (Appointment andQualification of Directors) Rules 2014 and Regulation 17(1)(a) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 (SEBI LODR) for the periodfrom 01.04.2020 to 31.03.2021;

ii. Optimum combination of executive and nonexecutive directors as required underRegulation 17(1)(a) of SEBI LODR and CPSE Guidelines for the period 01.04.2020 to31.08.2020;

iii. Requisite number of Independent Directors on its Board as required undersub-section (4) of Section 149 of the Act Regulation 17(1)(b) of SEBI LODR and CPSEGuidelines for the period under review i.e. 01.04.2020 to 31.03.2021;

iv. Proper composition of Committees namely (1) Audit Committee as prescribed under theSection 177(2) of the Act Regulation 18(1)(a) (b) and (d) of SEBI LODR and CPSEGuidelines and (2) Nomination and Remuneration Committee as prescribed under the Section178(1) of the Act Regulation 19(1)(a)and 19(2) of SEBI LODR for the period from10.04.2020 till 31.3.2021;

B. The Company has not held

i. Any meeting of the Audit Committee during the year i.e. from 01.04.2020 to31.03.2021 as required under Regulation 18(2)(a) of SEBI LODR and CPSE Guidelines.However the obligations of the Audit Committee were exercised by the Board of Directorsduring the period under review i.e. 01.04.2020 to 31.03.2021;

ii. Any meeting of the Nomination and Remuneration Committee during the year i.e. from01.04.2020 to 31.03.2021 as required under Regulation 19(3A) of SEBI LODR. However theobligations of the Nomination and Remuneration Committee were exercised by the Board ofDirectors during the period under review i.e. 01.04.2020 to 31.03.2021;

iii. Any meeting of the Independent Directors during the year i.e. from 01.04.2020 to31.03.2021 as required under Regulation 25(3) and (4) of SEBI LODR;

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

"Bharat Petroleum Corporation Ltd. (BPCL) is a Government Company under theAdministrative Control of Ministry of Petroleum and Natural Gas. The nomination/appointment of all categories of directors are done by Government of India in accordancewith the laid down guidelines of Department of Public Enterprises. Accordingly thesubject matter of nomination/ appointment of adequate number of Independent Directorsincluding Woman Director falls under the purview of the Government of India. BPCL hasfrom time to time communicated to the Ministry of Petroleum & Natural Gas withrespect to the requirements of Independent Directors including Woman Director under theCompanies Act 2013 and SEBI Regulations. As BPCL has presently only one IndependentDirector BPCL could not reconstitute Audit Committee and Nomination and RemunerationCommittee as per the provisions under the said Act and Regulations and conduct theirmeetings as well as meeting of Independent Director. All the obligations of theseCommittees were exercised by the Board of Directors. After receipt of nomination from theGovt. of India BPCL would be able to comply with the requirements under the CompaniesAct 2013 and SEBI Regulations as indicated in the Secretarial Audit Report."

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. TheCompany has not issued equity shares with differential rights/sweat equity shares.

The Company has an Internal Complaints Committee (ICC) to address complaints pertainingto sexual harassment in the workplace. During the year one (1) complaint of sexualharassment was received in respect of the employees. One (1) complaint was received inMarch 2020 and both complaints were disposed during the year 2020-21 by the InternalComplaints Committee and no complaints were pending for more than 90 days. Domesticenquiry has been completed and final report is awaited in one complaint and the secondcomplaint is closed on the request of victim and the accused (Supervisor) has beenterminated. The Company has worked extensively on creating awareness on relevance ofsexual harassment issues and has conducted six awareness programs for the employees.

ACKNOWLEDGEMENTS

The Directors are proud to see the Company stand strong on the resilient shoulders ofthe employees who despite the COVID-19 pandemic displayed total commitment towardspursuit of excellence. They applaud the undaunted spirit of the employees who turnobstacles into stepping stones to success and hail them as the most precious resources ofthe Company.

The Directors acknowledge the support and guidance received from various Ministries ofthe Government of India particularly the MoP&NG and from various State Governmentsthat have paved the path for BPCL’s success march.

BPCL’s scintillating performance is also fueled by the loyalty and encouragementof the customers business partners and shareowners year after year for which theDirectors express their deep gratitude.

The Directors recommit themselves to take BPCL to the higher echelons of the energysector and add newer dimensions of growth and success.

For and on behalf of the Board of Directors
Sd/-
K. Padmakar
Chairman & Managing Director
Place : Mumbai
Date : 2nd September 2021

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