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Bharat Petroleum Corporation Ltd.

BSE: 500547 Sector: Oil & Gas
NSE: BPCL ISIN Code: INE029A01011
BSE 15:46 | 19 Apr 408.45 -5.50
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OPEN 402.20
PREVIOUS CLOSE 413.95
VOLUME 386480
52-Week high 482.40
52-Week low 291.75
P/E 12.33
Mkt Cap.(Rs cr) 88,603
Buy Price 410.10
Buy Qty 37.00
Sell Price 0.00
Sell Qty 0.00
OPEN 402.20
CLOSE 413.95
VOLUME 386480
52-Week high 482.40
52-Week low 291.75
P/E 12.33
Mkt Cap.(Rs cr) 88,603
Buy Price 410.10
Buy Qty 37.00
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 theperformance of Bharat Petroleum Corporation Limited (BPCL) for the year ended 31stMarch 2020.

PERFORMANCE OVERVIEW

Group Performance

During 2019-20 the aggregate refinery throughput of BPCL'sRefineries at Mumbai and Kochi along with its Subsidiary Company Numaligarh RefineryLimited (NRL) and considering 50% throughput of Joint Venture Company Bharat OmanRefineries Limited (BORL) was 38.30 Million Metric Tonnes (MMT) as compared to

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

During this Financial Year the Group achieved Gross Revenue fromOperations of ' 329797.16 Crores as compared to ' 340879.15 Crores in 2018-19. TheNet Profit attributable to BPCL stood at ' 3055.36 Crores in 2019-20 as against '7802.30 Crores in the previous year. The Group has recorded Earnings per Share of ' 15.53in the current year as against ' 39.67 in 201819 after setting off the Non-controllinginterests.

CONSOLIDATED GROUP RESULTS 2019-20 2018-19
Physical Performance
Refinery Throughput (MMT) 38.30 36.76
Market Sales (MMT) 43.36 43.30
Financial Performance ' in Crores
Gross Revenue from Operations 329797.16 340879.15
Profit before Depreciation Finance Costs Exceptional Items and Tax 10278.35 17149.77
Finance Cost 2637.01 1763.95
Depreciation & Amortization expense 4080.09 3417.77
Share of profit of equity accounted investee (net of income tax) 1400.67 937.32
Exceptional Items (Expense) 1310.35 -
Profit before Tax 3651.57 12905.37
Provision for Taxation - Current Tax 629.96 3109.18
Provision for Taxation - Deferred Tax (14.49) 1367.53
Short / (Excess) provision for Taxation for earlier years (629.68) (99.19)
Net Profit for the year 3665.78 8527.85
Non-controlling interests 610.42 725.55
Net Profit attributable to BPCL 3055.36 7802.30
Other Comprehensive Income attributable to BPCL 599.84 (1173.05)
Total Comprehensive Income attributable to BPCL 3655.20 6629.25
Group Earnings per Share attributable to BPCL (?) 15.53 39.67

Company Standalone Performance

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

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

COMPANY STANDALONE RESULTS 2019-20 2018-19
Physical Performance
Refinery Throughput (MMT) 31.91 31.01
Market Sales (MMT) 43.10 43.07
Financial Performance ' in Crores
Gross Revenue from Operations 327580.78 337622.53
Profit before Depreciation Finance Costs Exceptional Items and Tax 9720.62 14947.86
Finance Cost 2181.86 1318.96
Depreciation & Amortization expense 3786.89 3189.28
Profit before Exceptional Items and Tax 3751.87 10439.62
Exceptional Items (Expense) 1080.83 -
Profit before Tax 2671.04 10439.62
Provision for Taxation - Current Tax 201.00 2079.00
Provision for Taxation - Deferred Tax 400.68 1316.48
Short/(Excess) provision for taxation of earlier years (613.83) (87.88)
Net Profit for the year (A) 2683.19 7132.02
Other Comprehensive Income (OCI) (497.99) (201.60)
Total Comprehensive Income for the year 2185.20 6930.42
Opening Balance of Retained Earnings (B) 4997.31 5027.35
Amount available for disposal (A+B) 7680.50 12159.37
The Directors propose to appropriate this amount as under:
Towards Dividend:
Final Dividend of previous year 1735.40 1518.48
Dividend Distribution Tax on Final Dividend of previous year 327.54 287.98
Interim Dividend 3579.27 2386.18
Dividend Distribution Tax on Interim Dividend 595.89 359.97
Dividend Distribution Tax pertaining to previous years (4.45) -
For transfer to Debenture Redemption Reserve 293.21 295.91
For transfer to General Reserve - 2500.00
Income from BPCL Trust for Investment in Shares (495.81) (364.27)
Re-measurements of Defined Benefit Plans (Net of tax) 185.06 138.02
For transfer to Deferred Income on account of implementation of Ind AS 115 - 39.79
(Net of Tax)
Closing Balance of Retained Earnings 1464.39 4997.31
Summarized Cash Flow Statement :
Cash Flows:
Inflow/(Outflow) from Operating Activities 6357.75 7644.85
Inflow/(Outflow) from Investing Activities (9263.97) (7536.58)
Inflow/(Outflow) from Financing Activities 2940.22 (87.49)
Net increase/(decrease) in cash & cash equivalents 34.00 20.78

BPCL's Gross Revenue from Operations for 2019-20 stood at '327580.78 Crores reflecting a decrease of 2.97% over the previous year's revenuesof ' 337622.53 Crores. The Profit before Tax for the year was ' 2671.04 Crores ascompared to ' 10439.62 Crores in 2018-19. After providing for Tax (including DeferredTax Short/ (Excess) provision for previous years) of ' (12.15) Crores as against '3307.60 Crores during the last year the Profit after Tax for the year stood at '2683.19 Crores as against ' 7132.02 Crores in 2018-19. Profit for the current year islower mainly due to significant decrease in the refining margin coupled with depreciationof Indian Rupee vis-a-vis the US dollar. Internal Generation after adjusting DividendsDepreciation and Deferred Tax during the year was lower at ' 1132.92 Crores as against' 7449.44 Crores in 2018-19 mainly due to lower Profit after Tax and higher distributionof Dividend.

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

As per Regulation 43A of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the top five hundredlisted entities shall formulate a Dividend Distribution Policy. Accordingly a DividendDistribution Policy has been adopted to set out the parameters and circumstances that willbe taken into account by the Board in determining the distribution of Dividend to itsshareholders and/or retaining the profit into the business. The policy is enclosed asAnnexure J to the Board Report and is available on the Company's website athttps://www.bharatpetroleum.com/about-bpcl/our- policies.aspx

BPCL's contribution to the exchequer by way of Taxes Duties andDividend during 2019-20 amounted to ' 97672.88 Crores as against ' 95035.24 Crores inthe previous Financial Year.

As on 31st March 2020 BPCL's Total Equity stands at '33214.38 Crores as against the previous year's figure of ' 36737.68 Crores.

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

Globally the outbreak of COVID-19 resulted in lockdown in manycountries including India from 25th March 2020 disrupting the economicactivity and impacting the businesses across the world. Consequently lower

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

The Company continues to operate all its major business units thusservicing its customers and meeting the demand of petroleum products in the country.Concurrent with gradual lifting of lockdown demand for the products have gone up and theCompany is confident of further improvement in demand to normal levels upon full liftingup of the lockdown and stalibilisation of economic activity. We have assessed thepotential impact of COVID-19 based on the current circumstances and we expect nosignificant adverse impact on the continuity of operations and business on useful life ofthe assets on financial position etc. on a long term basis though there may be lowerrevenues and refinery throughput which may impact profitability in the near term.

Dividend

The Board of Directors has declared and distributed Interim Dividend of' 16.50 per equity share (i.e. @ 165% of the paid up share capital of ' 2169.25 Crores)totalling ' 4175.16 Crores inclusive of ' 595.89 Crores for Dividend Distribution Taxduring the year. The Board of Directors has not recommended any Final Dividend for theFinancial Year 2019-20.

Transfer to Reserves

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

Disinvestment

During the year the Government of India disinvested 6912370 equityshares in favour of Bharat 22 ETF (an exchange traded fund comprising of PSU stocks).Consequently the holding of the President of India in the equity share capital wasreduced to 52.98% as at 31st March 2020 from 53.29%.

The Government of India has on 20th November 2019 accordedin-principle approval for strategic disinvestment of Government's shareholding inBPCL excluding BPCL's shareholding in Numaligarh Refinery Limited (NRL). Further asper the above approval BPCL's shareholding in NRL has to be divested to a CentralPublic Sector

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

EMPLOYEE STOCK PURCHASE SCHEME (ESPS)

The Company is proposing to introduce an Employee Stock Purchase Schemeduring the ensuing year. The scheme will be framed in accordance with the SEBI (ShareBased Employee Benefits) Regulations 2014 (SEBI (SBEB) Regulations 2014) and will beeffective on approval of the scheme by the members of the company by way of a specialresolution. In line with the SEBI (SBEB) Regulations 2014 for the implementation of thescheme it is proposed to form an ESPS Trust ("ESPS Trust"). ESPS Trust shallpurchase the shares required to implement the scheme from the ‘BPCL Trust forinvestment in shares' by way of secondary acquisition through the stock exchanges asper SEBI (SBEB) Regulations 2014 and other applicable laws. The trustees of the ESPStrust which is governed by the SEBI (SBEB) Regulations 2014 shall not vote in respect ofthe shares held by such trust so as to avoid any misuse arising out of exercising suchvoting rights.

Borrowings

Total Borrowings of the Corporation as at 31st March 2020stood at ' 41875.40 Crores (excluding lease obligation as per Ind AS 116"Lease" of ' 5943.29 Crores) as against ' 29099.30 Crores as at 31stMarch 2019.

Deposits from Public

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

Capital Expenditure

Capital Expenditure during the year including investments inSubsidiaries JVCs and Associates amounted to ' 11063.68 Crores as compared to '10393.53 Crores during the year 2018-19. The Capital Expenditure for the year isincluding Right-of-Use assets of ' 913.95 Crores pertaining to leases of propertiesentered during the year as per Ind AS 116 "Leases".

C&AG Audit

The Comptroller and Auditor General of India's (C&AG) commentupon or supplement to the Statutory Auditors' Report on the Accounts for the yearended 31st March 2020 is annexed as Annexure E.

C&AG Audit on Other Matters: As at 31st March 2020there are eight pending published paras related to the C&AG audit. These relate toextension of credit facility to a defaulter company implementation of PAHAL (DBTL) Schemefor LPG unwarranted collection of delivery charges from RGGLV consumers on sale ofcylinders on cash and carry basis payment of stagnation relief to employees paymenttowards encashment of employee leave together with employer's share of EPFcontribution payment of shift allowance to executives and payment to employees on theoccasion of completion of 40 years by the Company and 50 years by Kochi Refinery EmployeeLong Service Awards in contravention of DPE Guidelines. The audit objections have beensuitably replied to and the same are under their review.

REFINERIES

During the year 2019-20 the refineries achieved excellent performanceregistering an overall capacity utilization of over 100%. The two refineries Mumbai andKochi achieved the highest ever refinery throughput of 31.91 MMT as against the previousbest of 31.01 MMT last year. BPCL achieved a Gross Refining Margin (GRM) for the year2019-20 at USD 2.50 per barrel (' 4182 Crores) as compared to USD 4.58 per barrel ('7319 Crores) realized in the year 2018-19 due to depressed cracks of High Speed Diesel(HSD) Jet Fuel/Kerosene Fuel Oil and Naphtha. Persistent efforts in both the refinerieshelped to achieve significant reduction in Specific Energy Consumption to 66.0 MillionBritish Thermal Unit per barrels per Energy Factor (MBN) in 2019-20 as compared to 68.6MBN during the year 2018-19.

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

Operating Performance of Refineries

Parameters Mumbai Refinery Kochi R tefinery
2019-20 2018-19 2019-20 2018-19
Refinery Throughput (MMT) 15.14 14.78 16.77 16.23
Crude Oil Processed (MMT) 15.02 14.77 16.52 16.05
Capacity Utilization (%) * 125.17 123.08 106.58 103.54
GRM (USD/bbl) 2.88 4.92 2.17 4.27
GRM (in ' Crores) 2321 3816 1861 3503

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

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

MARKETING

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

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

PIPELINES

BPCL owns a network of 2241 kms of multi-product pipelines withdesign capacity of 17.84 Million Metric Tonne Per Annum (MMTPA).

In the year 2019-20 Pipelines achieved a throughput of 16.99 MMTPA ofpetroleum products (i.e. 10.76% increase over the previous year) keenly observing safeoperating procedures nil fatality and nil lost time accident (LTA). Bina-Kota Pipeline& Cochin-Coimbatore-Karur Pipeline achieved their highest ever annual throughput of4.21 MMT and 4.00 MMT respectively during 2019-20. All product pipelines and tankagesen-route locations have been successfully converted to BS-VI grade. Petrol and Dieselcontinue to be the major products that the Pipelines transport. In addition SuperiorKerosene Oil (SKO) Aviation Turbine Fuel (ATF) and Liquefied Petroleum Gas (LPG) are alsotransported through pipelines.

MAJOR PROJECTS

Gasoline Hydro Treatment Unit (GTU) at Mumbai Refinery

The project envisages installation of Gasoline Hydro Treatment Unit(GTU) at Mumbai Refinery to produce 100% BS VI MS (Motor Spirit) in line with Governmentmandate to produce 100% BS VI grade MS by 1st April 2020 as per Auto FuelVision and Policy 2025 at a cost of ' 554.00 crores. The project was completed in June2019 ahead of schedule.

Propylene Derivative Petrochemical Project (PDPP) at Kochi Refinery

The project envisages production of niche petrochemicals such asAcrylic Acid Oxo Alcohols and Acrylates which are predominantly imported. The PDPPproject marks BPCL's entry into production of niche petrochemicals utilizing PolymerGrade Propylene produced from the Petro FCCU set-up under the Integrated RefineryExpansion Project (IREP) at KR. The approved cost of the project is ' 5245.96 Crores andit is under commissioning.

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

KR is producing BS-VI MS & HSD since November 2019. The project isconceived to maximize BS-VI MS and to minimize Naphtha production at KR. The approvedproject cost is ' 3288.96 Crores.

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

Production of Polyols Propylene Glycol and Mono Ethylene Glycol atKochi Refinery

The project envisages production of value added petrochemicals withhigh growth rate and demand such as Polyols Propylene Glycol and Mono Ethylene Glycolutilizing propylene and ethylene feed stock from Kochi Refinery. The preliminary costestimate for the project is approx. ' 11130.00 Crores.

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

2G Ethanol Bio-refinery at Bargarh (Odisha)

The project envisages setting up a Second Generation (2G) Bio-refineryto produce 100 Kilo Litres Per Day (KLPD) Ethanol using 400 Metric Tonne Per Day (MTPD)lignocellulosic Biomass as feedstock (rice straw / maize stalk) using indigenoustechnology. The 2G Ethanol produced will be used for blending in MS. The approved cost ofthe project is ' 1607.00 Crores.

The project has achieved overall physical progress of 20.10% as on31.03.2020 and is scheduled for completion in February 2022.

LPG Import Facility at Haldia

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

The approved cost of the project is ' 1097.54 Crores and it is undercommissioning.

POL Terminal with Railway Siding at Pune

The project envisages construction of a new rail fed POL terminal atPune with approximately 40 TKL storage tanks 12 bay tank lorry gantry full rake singlespur railway siding and associated firefighting facilities. The approved cost of theproject is ' 282.64 Crores.

The project has been completed in August 2020.

Coastal Terminal with Railway Siding at Krishnapatnam

The project envisages setting up of a coastal terminal and railwaysiding at Krishnapatnam port. The approved cost of the project is ' 580.20 Crores and ithas achieved overall physical progress of 33.50% as on 31.03.2020.

Resitement of Raichur Depot to Gulbarga

The old Raichur Depot is proposed to be resited to Gulbarga on revisedsafety considerations and it will meet the market demand from a new location inKarnataka. The approved cost of the project is ' 206.26 Crores.

The project has achieved overall physical progress of 45.00% as on31.03.2020 and is scheduled for completion in December 2020.

New POL Terminal at Radhanagar Bokaro

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

The project has achieved overall physical progress

of 20.00% as on 31.03.2020 and is scheduled for completion in March2022.

Mumbai Manmad Pipeline Re-routing

The project envisages laying of a 50 Km long 18" dia pipeline forrerouting of the Mumbai Manmad Pipeline section construction of 3 Sectionalizing Valvestations and associated facilities. The approved cost of the project is ' 449.58 Crores.

The project has achieved overall physical progress

of 89.10% as on 31.03.2020 and is scheduled for completion in February2021.

Multiproduct Pipeline from Bina Dispatch Terminal to POL Terminal atKanpur

The project envisages laying of approx. 355 Km

multiproduct pipeline for a throughput of 3.5 MMTPA from Bina DispatchTerminal to POL Terminal at Panki Kanpur for transporting MS HSD & SKO augmentationof tankage at Panki Terminal Kanpur along with the railway loading siding. The approvedcost of the project is ' 1524.06 Crores.

The project has achieved overall physical progress of 31.20% as on31.03.2020 and is scheduled for completion in December 2021.

Multiproduct Pipeline from Irugur to Devangonthi

The project envisages laying of a 294 Km long 16" dia multiproductPOL cross-country pipeline from Irugur (Tamil Nadu) to Devangonthi (Karnataka). Theapproved cost of the project is ' 1472 Crores. The Project has achieved overall physicalprogress of 5.2% as on 31.03.2020 and is scheduled for completion in August 2022.

RESEARCH & DEVELOPMENT (R&D)

R&D plays a vital role in the Corporation to develop disruptivetechnologies and provide innovative solutions to customers and stakeholders. The R&DCentres of BPCL are involved in developing cutting edge technologies energy efficientrobust processes novel products and cleaner fuels to increase the Company'sprofitability and reduce the environmental footprint.

The Corporate R&D Centre (CRDC) at Greater Noida Uttar Pradesh andProduct & Application Development Centre (P&AD) at Sewree Mumbai are proactivelyinvolved in creating tangible and intangible benefits through research activities. CRDCworks in the areas of catalyst development biofuels petrochemicals process developmentmodelling & simulation crude oil characterization and compatibility corrosionstudies residue upgradation additive development and waste utilization.

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

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

NON-CONVENTIONAL ENERGY

BPCL is steadily increasing its Renewable Energy portfolio and movingtowards generating more clean energy. During the year 2019-20 BPCL commissioned 10 gridinteractive solar plants in 5 installations / depots and 5 LPG plants adding a totalcapacity of 4.12 MW.

BPCL is also installing hybrid solar plants in 18 Company owned largeformat retail outlets across India. These plants are under construction and are expectedto be completed in the year 2020-21. These plants are being developed as pilot projectswhere rooftop solar plants with battery storage are being installed.

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

INDUSTRIAL RELATIONS

During the year the Industrial Relations climate was cordial andharmonious across all locations despite two strikes. BPCL continued its thrust towardsmaintaining industrial harmony through continuous interface & engagement with Unionsand the SC/ST association with focus on increased communication productivity enhancementand employee well-being. All organizational and employee related issues were handled witha collaborative approach and regular communication was ensured to all employees on allimportant issues affecting them and the Organization. The Unions and the workmendemonstrated their commitment to achieve organizational objectives through partnering inthe various processes.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen BPCL accords significant importanceto Corporate Social Responsibility (CSR) and it therefore forms a key part of theCompany's overall vision touching the pulse of all especially rural & tribalIndia. Sustainability of the initiatives is the prime motto factoring in community needsand cultural sensitivities in the core thrust areas of Skill Development EducationWater Conservation Health & Hygiene and Community Development.

Recognising its duty to the communities near and far from itsbusinesses BPCL has contributed in a large way to the relief and rehabilitationactivities in the wake of the coronavirus pandemic while also continuing its support tonational missions like Swachh Bharat Abhiyan Skill India and Transformation ofAspirational Districts program to name a few.

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

Skill Development

Aligning with our Hon'ble Prime Minister's ‘Skill IndiaCampaign' BPCL along with other oil companies has promoted a Skill DevelopmentInstitute (SDI) at Kochi to

provide vocational training to deserving youth and enhance theiremployability / entrepreneurship both in the Oil & Gas Industry as well as in otherIndustries.

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

Continuing aid to the neglected sections of society BPCL has supporteda placement-linked Vocational Training project for assimilating 792 leprosy-affected youthinto mainstream society. With a variety of technical and nonformal courses offered atthese Vocational Training Centres aspirants can choose to obtain qualification in tradessuch as motor mechanic diesel mechanic welder computer operator and programmingassistant stenographer electrician carpenter tailor among others.

In a similar programme which promotes self-employment BPCL has skilled940 individuals mostly women in tailoring and hand embroidery trades in the aspirationaldistricts of Shrawasti (UP) and Mewat (Haryana) with around 90% of the beneficiariesplaced/ earning basic livelihood from these skills.

Education

Firm in the belief that children are the leaders of the future BPCLcontinues its commitment to education as one of its core areas of focus under CSR. ProjectAkshar being undertaken at Nandurbar in Maharashtra and Sagar in Madhya Pradesh hastransformed the way in which early- age education is perceived and imparted. More than84000 children have directly benefitted from this program this year.

Another such program in the education sector is the ‘ComputerAided Learning' (CAL) program which aims at providing a level-playing field tochildren from economically disadvantaged communities by helping in bridging the gap ofdigital literacy between them and the society at large.

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

BPCL has also widely covered the infrastructural facet of education.One such project is carried out in Darrang which is an aspirational district situated inthe central part of Assam. 80 additional classrooms with allied facilities in 30identified Government Primary Schools are being constructed. They would facilitate anadvantageous & safe learning atmosphere for over 10000 students including both boysand girls.

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

Water Conservation

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

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

Health & Hygiene

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

The cancer care project in Darrang an Aspirational District entailsthe setting up of an affordable cancer care facility and ensuring access to cancer careleading to early diagnosis and timely treatment that helps in improved survival ratesamong patients.

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

The Lifeline Express - "Hospital on a train" has contributedin reducing the burden of avoidable disability in rural communities by earlyidentification screening and providing medical & surgical interventions to about20000 patients in the districts of Araria (Bihar) Dhubri (Assam) and Papum Pare(Arunachal Pradesh). The whole train comprising nine compartments is actually modifiedinto a hospital and it travels to interior parts of the country to serve the local peoplefor whom reaching hospitals is a big issue.

Paving the way for a healthy life several Mobile Medical Units cateredlargely to marginalized sections of society by providing aids & appliances performingcataract surgeries or strengthening health facilities by supporting procurement of medicalequipment or through construction of additional facilities etc.

The Company enthusiastically participated in ‘Swachh BharatAbhiyan' the flagship movement of the Government of India and received top honoursfrom MOP&NG for an outstanding performance during the Pakhwada in July. As part of thevarious Swachhta Pakhwadas BPCL undertook more than 80000 activities within a narrowtimespan of two months combined with a total outreach of more than 10 lakhs peoplethrough various awareness initiatives.

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

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

Community Development

The Company's Community Development initiatives seek to empowerindividuals groups of people and families with the resources they need to effect changewithin their communities. BPCL has continued to support a mega project of integrateddevelopment of communities in the district of Gadchiroli situated in the south-easterncorner

of Maharashtra which includes interventions on water harvesting safedrinking water sustainable livelihood program establishment of libraries centralkitchen treating anaemic adolescent girls by providing fortified rice etc.

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

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

Kochi Refinery reached out to people in the neighbourhood and beyondthrough a host of CSR activities in the thrust areas of Education Health SkillDevelopment and Community Development ranging from life-saving medical equipment to muchrequired infrastructure support. The ‘Roshni' Learning Enhancement Project is amajor annual intervention for the children of guest workers. The First Meal projectprovides healthy and nutritious breakfast to school students contributing to their healthintellectual capacity and enrolment in schools.

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

As a part of employee engagement and volunteering BPCL staff areactively involved in value-based storytelling and conducting games to facilitate peerlearning thus creating a positive environment. BPCL employees have volunteered in greatnumbers in the relief work during the flood and landslide affected-areas in 2019 whilealso being in the frontline of service during the COVID-19 pandemic through

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

PROMOTION OF SPORTS

The year 2019-20 was quite an eventful year for BPCL sportspersons asthey continued to excel in the national and international sports arena. Ace shuttlerSaina Nehwal continues to be amongst the best Badminton players with World Ranking ofNo.11.

Para Badminton players Manasi Joshi and Manoj Sarkar performedexceedingly well at the Badminton World Championship held at Basel Switzerland. Manasibecame the World Champion and Manoj won the Bronze Medal.

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

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

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

Our leading Chess player and Arjuna awardee P. Harikrishna continues tobe ranked amongst the best players in the world. Arjuna awardee Abhijeet Gupta won theGold Medal in the Reykjavik Chess tournament and both Abhijeet and Harikrishna representedIndia in the Chess World Cup 2019 held at Russia.

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

BPCL has been following in letter and spirit the PresidentialDirectives and other guidelines issued from time to time by Ministry of Petroleum &Natural Gas Ministry of Social Justice and Empowerment and the Department of PublicEnterprises relating to reservations / concessions for Scheduled Castes / Scheduled Tribes/ Other Backward Classes. An adequate monitoring mechanism has been put in place forsustained and effective compliance uniformly across the Company. Rosters are maintained asper the Directives and are regularly inspected by Liaison Officer of the Company as wellas the Liaison Officer of MOP&NG to ensure proper compliance of the directives.

SC/ST and economically backward students are encouraged by awardingscholarships to students pursuing courses in Secondary School education upto graduationlevel.

BPCL also complies with provisions under "The Persons withDisabilities (Equal Opportunities Protection of Rights and Full Participation) Act 1995relating to providing employment opportunities for Persons with Disabilities (PWDs).Details relating to representation of SC/ST/OBC/ Economically Weaker Sections (EWS)candidates and Persons with Disabilities are enclosed as Annexure C.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

BPCL continued to abide by the Annual Program 2019-20 issued byDepartment of Official Language Ministry of Home Affairs Government of India fordiligent compliance towards implementation of Official Language across all locations. BPCLlocations and offices across the country observed Hindi Fortnight/Week during the month ofSeptember 2019 by organizing unique competitions cultural programs and educationalseminars. Notable days milestones projects and pledges of national importance have alsobeen celebrated and organized in Hindi. World Hindi Day was also observed on 10thJanuary 2020 across all the offices of BPCL.

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

The Company has also put in a place an attractive Hindi incentivescheme for employees to enhance and encourage the usage of Hindi in the daily activitiesof offices/locations. As a part of encouraging employees' children for promotingHindi children were given Official Language Prizes for scoring more than 60% marks inHindi subject in class 10th and 12th. Hindi Training and Workshopson various topics were organized on an all India basis for imparting enhanced andimportant techniques of compliance.

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

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

BPCL believes in focusing on the redressal of customer complaints as asignificant step to success. Consequently the Company has fixed standards at every touchpoint encompassing the Citizen's Charter Public Grievance Redressal (PG) andCustomer Care System (CCS).

Citizen's Charter

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

Public Grievance Redressal (PG)

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

To ensure prompt and qualitative closure the operation takes place ona well-established online network. In the year 2019-20 BPCL redressed and closed 5243out of 5336 grievances with an average disposal time of 13 days as opposed to the normof 30 days disposal.

Customer Care System (CCS)

The Customer Care System (CCS) administered by BPCL is a centralizedportal that enables customers to register their suggestions complaints and feedback. CCSensures that customers' queries get heard and addressed. Branded as"SmartLine" CCS is equipped with a toll-free number 1800 22 4344. "EkCall Sab Solve" is a one-stop solution for customers to resolve their grievances. Ithas an inbuilt escalation matrix that allows tracking of every interaction. CCS alsomaintains a record of feedback from customers in order to provide assistance as well asenhance service standards.

Right to Information (RTI)

The RTI Act came into force effective 2005 and BPCL has effectivelyimplemented the same from the beginning. The Company complies with all the requirements ofthe RTI Act 2005. Along with the physical RTI applications BPCL also receives onlineapplications and addresses them through the unified RTI portal of the Government of Indiaat www.rtionline.gov.in.

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

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

BPCL received 4052 RTI queries and 569 appeals in the year 2019- 20.All the RTI queries and appeals were replied on time. BPCL since 2005 has successfullyhandled 41386 RTI applications 5913 first appeals and 972 second appeals that wereaddressed to Central Information Commission (CIC).

PUBLIC PROCUREMENT : MICRO & SMALL ENTERPRISES

During the year 2019-20 Central Procurement Organisation (Marketing)procured goods worth ' 7752 Crores (100% e-tendering). As an initiative

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

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

During the year 2019-20 the procurement value for BPCL for Goods andServices excluding Works Contracts where MSEs could have participated was ' 8754.81Crores and the actual procurement value from MSEs was ' 2585.36 Crores i.e. anachievement of 29.53% which is more than the target of 25%.

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

BPCL offered Trades Receivable Discounting Scheme (TReDS) to its MSEVendors. This facility was availed by MSE Vendors and over 1940 invoices valued at ' 102Crores were discounted.

VIGILANCE

Vigilance in BPCL is committed to nurture and facilitate the highestlevel of ethical standards in the Organization. Team Vigilance focuses on proactive andpreventive efforts to promote good governance and transparency in all business processesin the Organization.

As a part of preventive vigilance activities Vigilance officialsduring their visits to various locations guided the officers and staff on the relevantprocedures and guidelines. Further surprise inspections were conducted at 158 locations238 retail outlets and 123 LPG distributorships from time to time during the year. Basedon the outcome of these inspections administrative actions and system improvements wereinitiated. Detailed inspections of major projects were also undertaken and observationswith specific recommendations were made available to the concerned departments.

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

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

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

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

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

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

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

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

The Company has placed its financial statements including ConsolidatedFinancial Statements and all other documents required to be attached thereto on itswebsite www.bharatpetroleum.in as per Section 136(1) of the Act. Further the Company hasalso placed separate

Annual Reports/ audited accounts in respect of each of its Subsidiariesin its above website. A copy of the said documents will be available for inspection andprovided to any shareholder of the Company who asks for it.

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

BPCL SUBSIDIARY COMPANIES

NUMALIGARH REFINERY LIMITED (NRL)

NRL was incorporated in 1993 with an authorized share capital of '1000 Crores. As on 31st March 2020 the authorised capital has been increasedto ' 5000 Crores. NRL is a Category I Mini Ratna CPSE and has a 3 MMTPA refinery atNumaligarh in Assam. Besides the refinery NRL has two marketing terminals one atNumaligarh and the other at Siliguri for evacuation of product. NRL also has a 42 TMTPALPG Bottling Plant at Numaligarh. The Company is going in for the capacity expansion ofNumaligarh Refinery from 3 MMTPA to 9 MMTPA. Government approvals for the same have beenobtained and necessary activities have started. Environment clearance for the project hasbeen received in July 2020.

As on 31st March 2020 the paid up capital of NRL was '735.63 Crores of which BPCL holds 61.65%. During 2019-20 NRL crude throughput was 2.38MMT as compared to 2.90 MMT in the previous year. The Revenue from Operations (net ofexcise duty) was ' 12045.23 Crores for the year ending 31st March 2020 ascompared to ' 16205.07 Crores in the previous year. The company's consolidatedprofit after tax for the year stood at ' 1533.45 Crores as against profit of ' 1980.28Crores in the previous year. The consolidated earnings per share (EPS) for the year2019-20 was ' 20.85 as compared to ' 26.92 in 2018-19. Dividend of ' 15.00 per fully paidequity share of ' 10/- each has been paid during 2019-20 as compared to ' 17.00 per sharein the previous year. NRL had a total equity of ' 5392.00 Crores as at 31stMarch 2020.

NRL has 4 Joint Venture companies. Brahmaputra Cracker and PolymerLtd. a CPSE under the Department of Chemicals & Petrochemicals Government of Indiais a petrochemical based company located in Dibrugarh district of Assam. They startedoperations in January 2016 and NRL holds 10% equity share in this company. DNP Limited isa Joint Venture between Assam Gas Company Limited (51%) NRL (26%) and Oil India Limited(OIL) (23%) for transportation of Natural Gas to Numaligarh Refinery through pipeline.During the year 2019-20 DNP Limited transported 268.66 Million Metric

Standard Cubic Meter (MMSCM) of Natural Gas and had a revenue of '87.96 Crore. The third JV Assam Bio Refinery Private Limited (ABRPL) was incorporated in2018-19 where NRL has 50% equity shares and balance 50% equity shares are held by Fortumand Chempolis Oy of Finland. ABRPL has started construction of a biorefinery plant atNumaligarh. The fourth JV Indradhanush Gas Grid Limited (IGGL) was incorporated in2018-19. NRL has 20% equity along with Oil and Natural Gas Corporation Limited (ONGC)GAIL (India) Limited (GAIL) Indian Oil Corporation Limited (IoCl) and OIL. iGgl isimplementing the North East Gas Grid project.

BHARAT PETRORESOURCES LIMITED (BPRL)

BPRL was incorporated in October 2006 as a 100% subsidiary of BPCL tocater to the upstream activities of BPCL. As on 31st March 2020 BPCL'sinvestment is ' 5000 Crores in equity. In addition to this BPCL has given a loan of '2950 Crores to BPRL. BPRL has recorded a consolidated income of ' 131.09 Crores and aconsolidated loss of ' 301.74 Crores for the Financial Year ending 31st March2020 as against a consolidated income of ' 180.63 Crores and consolidated loss of ' 95.69Crores in the previous year.

BPRL has Participating Interest (PI) in 27 blocks of which 15 arelocated in India and 12 overseas along with equity stake in two Russian entities holdingthe licence to four producing blocks in Russia. Seven of the fifteen blocks in India wereacquired under different rounds of New Exploration Licensing Policy (NELP) five blockswere awarded under Discovered Small Fields Bid Round I and three blocks were awarded underthe Open Acreage Licensing Policy Bid Round I. Out of twelve overseas blocks five are inBrazil two in United Arab Emirates and one each in Mozambique Indonesia AustraliaIsrael and Timor Leste. The blocks of BPRL are in various stages of explorationappraisal pre-development and production. The total acreage held by BPRL and itssubsidiaries is around 32304 km2 of which approximately 57% is offshore. BPRLand its consortia have 26 exploration discoveries in respect of blocks held in fivecountries i.e. Brazil Mozambique Indonesia Australia and India.

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

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

In the year 2019-20 BPCL Group refineries have lifted 5.1 Millionbarrels out of BPRL's share of equity crude oil from the Lower Zakum asset whereinthe consortium of BPRL ONGC Videsh Ltd. and IOCL has 10% PI.

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

In respect of the Indian block production continued from the blockCY-ONN-2002/2 located in Cauvery basin Tamil Nadu with BPRL's share of productionbeing 264000 barrels and development activities progressed in BPRL's NELP IXoperated block CB-ONN-2010/8 located in Cambay basin Gujarat.

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

The PI in respect of blocks in India Israel and Australia are helddirectly by BPRL. The PI in the block in Timor Leste is held by BPRL's wholly ownedsubsidiary company in India i.e. Bharat PetroResources JPDA Limited. PI in respect ofblocks in Brazil Mozambique Indonesia and UAE and equity stake in two Russian entitiesare held through various step down wholly owned subsidiaries/ JVs of the wholly ownedsubsidiaries located in the Netherlands and Singapore. A detailed discussion on the blocksis given in the MDA.

BHARAT GAS RESOURCES LIMITED (BGRL)

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

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

BHARAT OMAN REFINERIES LIMITED (BORL)

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

share capital of ' 7000 Crores and paid up equity share capital of '2426.83 Crores. The current holding of OQ is 36.62%. BPCL has given a loan of ' 1254.10Crores and subscribed to Share Warrants of ' 935.68 Crores. Further the State of MadhyaPradesh has also subscribed to ' 26.90 Crores of Share Warrants in BORL. BPCL has alsosubscribed to Zero Percent Compulsorily Convertible Debentures of ' 1000 Crores.

Crude oil intake during the year 2019-20 was 7913 TMT with averagecapacity utilization of 95%. The company has reported Revenue from Operations of '41940.96 Crores in the Financial Year ended as on 31st March 2020 ascompared to ' 31597.59 Crores recorded in the previous financial year. The net loss forthe year 2019-20 stood at ' 803.50 Crores due to unprecedented circumstances arising dueto outbreak of COVID-19 as compared to profit of ' 106.71 Crores in the previous year.The Basic EPS for the year stood at ' (2.35) as against ' 0.31in 2018-19.

BPCL-KIAL FUEL FARM PRIVATE LIMITED (BKFFPL)

BKFFPL was incorporated in May 201 5 with an equity participation of74% by BPCL & 26% by Kannur International Airport Limited. The company was formed todesign construct commission and operate the Fuel Farm at Kannur International Airportfor the supply of ATF on an exclusive basis. The Fuel Farm started operating from December2018 onwards along with the commissioning of Kannur International Airport. As on 31stMarch 2020 the authorized capital of the company is ' 50 Crores and paid up capital is '9 Crores. During the year 2019-20 the fuel throughput was 44882 KL. The company earned arevenue of ' 8.54 Crores in the Financial Year 2019-20 and loss during the period is '1.97 Crores.

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

BPCL JOINT VENTURE COMPANIES AND ASSOCIATES

PETRONET LNG LIMITED (PLL)

PLL was formed in April 1998 for importing LNG and setting up a LNGterminal with facilities like jetty storage regasification etc. to supply natural gas tovarious industries in the country. The company has an authorised capital of ' 3000 Croresand paid up capital of ' 1500 Crores. PLL was promoted by four public sector companiesviz. BPCL IOCL ONGC and GAIL. Each of

the promoters holds 12.5% of the equity capital of PLL. BPCL'sequity investment in PLL currently stands at ' 98.75 Crores. PLL recorded Revenue fromOperations of ' 35452.00 Crores during 2019-20 as compared to ' 38395.43 Crores recordedin 2018-19. The net profit for the year stood at ' 2703.35 Crores as compared to '2230.56 Crores in the previous year. The EPS for the year 2019-20 is ' 18.02 as comparedto ' 14.87 in 2018-19. During the year 2019-20 PLL has paid a special interim dividend of' 5.50 per share and has recommended final dividend of ' 7.00 per share.

INDRAPRASTHA GAS LIMITED (IGL)

IGL is a Joint Venture Company promoted by BPCL and GAIL and set up inDecember 1998. Today IGL is a leading CGD company in India supplying natural gas totransport domestic commercial and industrial consumers. The operations of IGL spreadover NCT of Delhi Noida & Greater Noida Ghaziabad & Hapur Gurugram Meerut(except area already authorized) Shamli Muzaffarnagar Karnal and Rewari. The company isalso setting up a CGD network in the Geographical Areas of Kanpur (except areas alreadyauthorized)-Hamirpur-Fatehpur districts Kaithal district and Ajmer-Pali & Rajsamanddistricts. IGL also holds 50% of equity in M/s Central UP Gas Limited Kanpur & M/s.Maharashtra Natural Gas Limited Pune Joint Venture Companies promoted by BPCL and GAIL.

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

IGL has registered Revenue from Operations of ' 7165.49 Crores andProfit After Tax of ' 1248.99 Crores for the year ending 31st March 2020 ascompared to Revenue from Operations of ' 6361.87 Crores and Profit After Tax of ' 842.10Crores in the previous year. The EPS for the year stood at ' 17.84 as against ' 12.03 inthe year 2018-19. IGL Board has recommended a dividend of ' 2.80 per share (face value of' 2 each) for the year ending 31st March 2020 as against a dividend of ' 2.40per share (face value of ' 2 each) in the previous year.

SABARMATI GAS LIMITED (SGL)

SGL a Joint Venture Company promoted by BPCL and Gujarat StatePetroleum Corporation (GSPC) was

incorporated in June 2006 with an authorized capital of ' 100 Croresfor implementing the City Gas Distribution project for supply of CNG to the householdautomobile industrial and commercial sectors in the districts of Gandhinagar MehsanaAravali Sabarkantha and Patan of Gujarat. The paid up share capital of the company is '20 Crores. As at 31st March 2020 BPCL has a stake of 49.94% in the equitycapital of SGL. SGL has set up 105 CNG stations and is supplying PNG (Domestic) to189333 customers. During the year 2019-20 Sgl has commissioned 2 COCO CNG stationslocated at Gandhinagar and Modasa. Franchisee CNG concept has been introduced for thefirst time in SGL. During the year 2019-20 SGL has commissioned 2 Franchisee CNG stationsand 5 CNG stations have been commissioned under the State Government's "CNGSahabhagi Yojna". SGL has achieved turnover of ' 1179.11 Crores and a net profit of' 129.21 Crores for the financial year ending 31st March 2020 as against '1122.57 Crores and ' 100.47 Crores respectively for the previous year. The EPS for theyear stood at ' 64.56 as against ' 50.22 in 2018-19. The company has recommended adividend of ' 4.50 per share for the year ending 31st March 2020 as against '3.25 per share in the previous year.

CENTRAL UP GAS LIMITED (CUGL)

CUGL is a Joint Venture Company set up in February 2005 with GAIL asthe other partner for implementing projects for supply of CNG to the automobile sector andPNG to the household industrial and commercial sectors in Kanpur (including parts ofUnnao district) Bareilly and Jhansi in Uttar Pradesh. The company was incorporated withan authorised share capital of ' 60 Crores. The joint venture partners have each invested' 15 Crores for an equity stake of 25% each in the company the balance 50% being held byIGL. CUGL has set up 47 CNG stations. CUGL has achieved Revenue from Operations of '345.33 Crores and net profit of ' 73.64 Crores for the year ending 31st March2020 as against ' 328.03 Crores and ' 52.11 Crores respectively for the previous year.The EPS for the year stood at ' 12.27 as against ' 8.68 in 2018-19.

MAHARASHTRA NATURAL GAS LIMITED (MNGL)

MNGL was set up in January 2006 as a Joint Venture Company with GAILfor implementing the project for supply of natural gas to the household industrialcommercial and automobile sectors in Pune and its nearby areas. MNGL while strengtheningits roots in the existing authorized Geographical Area(GA) covering Pune and adjoiningareas is also on its way to expand

the CGD network in Nasik GA (Nasik Dhule & part of Valsad)Sindhudurg GA in Maharashtra and Ramanagara GA in the state of Karnataka which wereawarded by the PNGRB under the 9th CGD bidding round. The company wasincorporated with an authorised share capital of ' 100 Crores. The paid up capital of thecompany is ' 100 Crores. BPCL and GAIL have invested ' 22.50 Crores each in MNGL'sequity capital. MIDC as a nominee of Maharashtra Government had taken 5% equity in June2015; the balance 50% is held by IGL a BPCL Joint Venture Company.

MNGL was awarded as "City Gas Distribution Growing Company of theYear 2019" one of the prestigious National Awards of the country in the Oil &Gas sector by Federation of Indian Petroleum Industry (FIPI). Besides this the companyhas achieved two milestones in year 2019-20. Firstly crossing a turnover of ' 1000Crores and secondly achieving sales of 1 MMSCMD. MNGL has achieved Revenue fromOperations of ' 1074.45 Crores and profit of ' 223.33 Crores for the year ending 31stMarch 2020 as against Revenue of ' 901.63 Crores and profit of ' 142.65 Croresrespectively in the previous year. The EPS for the year 2019-20 stood at ' 22.33 asagainst ' 14.27 in 2018-19. The MNGL Board has recommended a dividend of ' 6.00 per sharefor the year ending 31st March 2020 as against a dividend of ' 2.64 per sharein the previous year.

HARIDWAR NATURAL GAS PRIVATE LIMITED (HNGPL)

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

GOA NATURAL GAS PRIVATE LIMITED (GNGPL)

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

BHARAT STARS SERVICES PRIVATE LIMITED (BSSPL)

BSSPL a Joint Venture Company promoted by BPCL and ST Airport PteLimited Singapore was incorporated in September 2007 for providing Into Plane (ITP)fuelling services at open access airports in India. The authorised and paid up sharecapital of BSSPL is ' 20 Crores. The two promoters have each subscribed to 50% of theequity share capital of BSSPL and BPCL's present investment stands at ' 10 Crores.The company has also incorporated a wholly owned subsidiary viz. Bharat Stars ServicesPvt. (Delhi) Ltd. for implementing ITP Fuelling services exclusively at the new T3Terminal of Delhi International Airport. BSSPL is presently providing ITP Services atthree open access airports viz. Bengaluru Mumbai & Delhi T3. It also managesoperations at Aviation Stations for other oil companies in India. The company is nowventuring into manpower support services in the petroleum sector. Presently the companyis operating at 34 locations in India. BSSPL has achieved a consolidated turnover of '52.40 Crores and consolidated profit of ' 5.89 Crores for the financial year ending 31stMarch 2020 as against ' 50.27 Crores and ' 5.57 Crores respectively for the previousyear. The EPS for the current year i.e. 2019-20 is ' 2.95 as against ' 2.78 in 2018-19.The company has recommended a dividend of ' 0.25 per share for the financial year ending31st March 2020 as against a dividend of ' 0.50 per share in the previousyear.

DELHI AVIATION FUEL FACILITY PRIVATE LIMITED (DAFFPL)

A Joint Venture Company DAFFPL has been promoted by BPCL IOCL andDelhi International Airport Limited (DIAL) for implementing open access Aviation Fuelfacility for the new T3 T2 and cargo terminals at Delhi International Airport. Currentlythe company is setting up an Aviation hydrant system at T1 terminal of Delhi InternationalAirport as well. The authorized and paid up share capital of the company is ' 170 Croresand ' 164 Crores respectively. BPCL and IOCL each have subscribed to 37% of the sharecapital of the joint venture while the balance 26% has been held by DIAL. DAFFPL hasregistered Revenue from Operations of ' 123.96 Crores and net profit of ' 41.43 Crores forthe year ending 31st March 2020 as against revenue of ' 161.35 Crores and netprofit of ' 50.96 Crores respectively during the previous year. The EPS for the year stoodat ' 2.53 as against ' 3.11 in 2018-19. The company has recommended a dividend of ' 0.65per equity share for the year ending 31st March 2020 as against a dividend of' 0.80 per share in the previous year.

MUMBAI AVIATION FUEL FARM FACILITY PRIVATE LIMITED (MAFFFPL)

MAFFFPL was incorporated in February 2010. BPCL IOCL and HPCL becamejoint venture partners along- with Mumbai International Airport Private Limited (MIAL) on28th October 2014 with equity holding of 25% each. Presently BPCL hasinvested an amount of ' 48.29 Crores towards equity so far. MAFFFPL has started itsoperations from February 2015. The business of the company is to operate & maintainthe existing Aviation fuel farm facilities and to provide Into-plane services atChhatrapati Shivaji Maharaj International Airport (CSMIA) Mumbai. MAFFFPL is constructingthe Integrated Fuel Farm Facility on an open access basis and the first phase ofcommissioning activities have been completed. The revenue to MAFFFPL is by way of the FuelInfrastructure Charges payable by the Suppliers for utilising the Facility. MAFFFPL hasregistered a Revenue from Operations of ' 113.64 Crores and net profit of ' 40.05 Croresfor the year ending 31st March 2020 as against revenue of ' 137.11 Crores andnet profit of ' 51.84 Crores during the previous year. The EPS for the year stood at '2.07 as against ' 2.75 in 2018-19.

KANNUR INTERNATIONAL AIRPORT LIMITED (KIAL)

KIAL is an Unlisted Public Company promoted by the Government of Keralato build and operate the airport at Kannur on international standards primarily to caterto the travelling needs of the large NRI population in the region who travel frequentlyto various international destinations the flourishing business community and tourists.The project cost was ' 2392 Crores of which ' 1500 Crores will be financed throughequity and the balance sum of ' 892 Crores will be financed by way of borrowings. The paidup capital of the company as on 31st March 2020 is ' 1338.12 Crores out ofwhich BPCL has made a contribution of ' 216.80 Crores. Kannur Airport was commissioned on9th December 2018 as 4th international airport in Kerala the onlyState in the country to have 4 international airports. During the year 2019-20 totalaircraft movements were 15142 and passenger traffic was approx. ' 15.83 lakhs.

MATRIX BHARAT PTE LIMITED (MXB)

MXB is a Joint Venture Company incorporated in Singapore in May 2008for carrying out the bunkering business and supply of marine lubricants in the Singaporemarket as well as international bunkering including expanding into Asian and Middle Eastmarkets. The company has been promoted by BPCL and Matrix Marine Fuels L.P. USA anaffiliate of the Mabanaft group of companies Hamburg Germany. The authorised capital ofthe company is USD 4 million. BPCL has subscribed 20 lakh shares for an equivalent sum of' 8.41 Crores. Both the partners have

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

KOCHI SALEM PIPELINE PRIVATE LIMITED (KSPPL)

BPCL has signed a Joint Venture Agreement with IOCL for implementationof the Kochi-Coimbatore-Salem LPG Pipeline Project and formed a Joint Venture CompanyKSPPL in January 2015 on a 50:50 basis. As on 31st March 2020 BPCL has paidan amount of ' 152.50 Crores towards equity in this JV Company. The project is presentlyunderway.

The Project is being executed in 4 phases. The 1st phase isa 12 km 12" pipeline from Kochi Refinery (KR) to IOCL Udayamperoor Bottling plant& 155 km 12" pipeline from KR to Palakkad receipt terminal. The 12 km pipelinefrom KR Despatch Terminal (DT) to Udayamperoor Receipt Terminal (RT) was commissioned on20th August 2017 and during the year 2019-20 131.43 TMT LPG was transportedthrough this pipeline. With respect to the 155 km pipeline from BPCL-KR DT to Palakkad RTthe pipeline lowering is in an advanced stage and the overall physical progress achievedas on 31st March 2020 is 91.20%.

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

GSPL INDIA TRANSCO LIMITED (GITL)

GITL is a Joint Venture of Gujarat State Petronet Limited (GSPL) IOCLBPCL and Hindustan Petroleum Corporation Limited (HPCL). BPCL has 11% equity participationin the company the balance being held by GSPL (52%) IOCL (26%)& HPCL (11%). GITL hasbeen authorised to lay a 1881 km pipeline from Mallavaram to Bhilwara. BPCL has made anequity contribution of ' 54.12 Crores as on 31st March 2020. The initialsection of the project from Reliance Gas Transmission India Limited interconnection pointat Kunchanapalli to Ramagundam Fertilizers & Chemicals Limited's (RFCL)

Plant at Ramagundam has been commissioned on 14th October2019 and the gas transportation to RFCL has started w.e.f. 1st November 2019.The Company has transported approx. 2.17 MMSCM of gas and has earned a nominal revenuethrough transportation of gas as the tariff is lower in the initial years of operation.

GSPL INDIA GASNET LIMITED (GIGL)

GIGL is a Joint Venture of GSPL IOCL BPCL and HPCL. BPCL has 11%equity participation in the company the balance being held by GSPL (52%) IOCL (26%)& HPCL (11%). BPCL has made an equity contribution of ' 103.62 Crores as on 31stMarch 2020. GIGL has been authorized to lay two cross country gas pipelines viz 1834 kmMehsana to Bhatinda Pipeline (mBpL) and 740 km Bhatinda to Srinagar Pipeline. The initialsections of the project covering approx. 440 kms viz. Barmer- Pali Pipeline Palanpur-PaliPipeline and Jalandhar- Amritsar Pipeline were completed during the year 201819 and havecommenced commercial operations. The company has transported approx. 629.59 MMSCM of gasand has earned total revenue of ' 108.96 Crores through transportation of gas till 31stMarch 2020. The company is also implementing various sections of the MBPL Project plannedunder Phase II and has awarded EPC contracts for several sections covering approx. 930 kmswhich will traverse through the states of Rajasthan Haryana and Punjab and will cater tothe gas demands of various industrial customers and city gas networks enroute thePipeline. Project implementation activities for these sections are in full swing.

FINO PAYTECH LIMITED (FINO)

BPCL acquired shares in FINO in the year 2016-17 and made an investmentof ' 251 Crores. FINO Payments Bank (FPB) (A FINO group entity) completes its third yearof operation in June 2020. FPB evolved a new cost- effective channel of operations throughthe Merchant Network and stabilized 266 branches across India as on 31st March2020. Consolidated Revenue from Operations during the year stood at ' 827.37 Crores andconsolidated loss for the year 2019-20 was ' 20.67 Crores as against ' 527.24 Crores and' 73.33 Crores respectively for the previous year.

PETRONET INDIA LIMITED (PIL)

PIL was formed in the year 1997 as a financial holding company to giveimpetus to the development of a pipeline network throughout the country. The companycarried out business through 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 ' 100 Crores to ' 1 Crore and ' 99 Crores was returned toits promoters. BPCL has 16% equity participation in the company with current investment of' 0.16 Crores. During the year 2018-19 shareholders of the company had approved 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 petroleumproducts from refineries at Jamnagar/ Koyali to feed consumption zones in Central India.BPCL has an equity participation of 11% in this JV. Promoter companies have decided toexit from PCIL and provision for full diminution in the value of investment has been donein the accounts of BPCL The company is under liquidation.

BHARAT RENEWABLE ENERGY LIMITED (BREL)

BREL was incorporated in June 2008 for undertaking the productionprocurement cultivation and plantation of horticulture crops such as Karanj Jathrophaand Pongamia trading research and development and management of all the crops andplantation including Biofuels in the State of Uttar Pradesh with an authorized capital of' 30 Crores. The company has been promoted by BPCL with Nandan Cleantec Limited (NandanBiomatrix Limited) Hyderabad and the Shapoorji Pallonji group through their affiliateS.P. Agri Management Services Pvt. Ltd. A Company Petition was filed before theHon'ble High Court of Allahabad (Lucknow Bench) for winding up BREL. By the judgementdated 21.12.2015 the company was ordered to be wound up and an OL to proceed inaccordance with the provisions of the Companies Act was appointed. All assets and recordsof the company have been deposited with the OL and the OL has since submitted a statusrequest to the Hon'ble High Court. A reply to the report submitted by the OL has beengiven and the matter is pending in the Hon'ble High Court of Allahabad.

RATNAGIRI REFINERY & PETROCHEMICALS LIMITED (RRPCL)

An integrated refinery and petrochemical complex of about 60 MMTPAcapacity was conceived by the Oil PSUs (OMCs) in the west coast of Maharashtra Statebased on growing demand of petroleum fuels and petrochemical

products in the country. Accordingly BPCL IOCL and HPCL entered intoa Joint Venture Agreement and the JV Company RRPCL was incorporated in September 2017with an authorised capital of ' 400 Crores. As on 31st March 2020 BPCL hasmade an equity contribution of ' 50 Crores. Saudi Aramco showed interest in taking equityin RRPCL and a non-binding MoU for Key Business Principles was signed on 11thApril 2018. Saudi Aramco also sought to include another strategic partner to co-invest inthe project as an overseas investor and accordingly signed a MoU with ADNOC on 25thJune 2018. Saudi Aramco and ADNOC have expressed their intent to together hold up to 50%of the share capital of RRPCL as a NonResident Block as per the MoU with the Indianconsortium holding the balance 50% as a Resident Block.

City and Industrial Development Corporation (CIDCO) was entrusted withland acquisition at Raigad District by the Government of Maharashtra. A Market Study wascarried out as a prelude/basis to Pre-feasibility Report (PFR) by an internationallyrenowned consultant to assess and forecast the demand of Petrochemical Products and thepricing details of Crude Fuel Products and Petrochemicals. To carry out the ConfigurationStudy of the mega integrated complex an international consultant was engaged in July2018. The entire job was completed in 4 phases and the final report has been submitted inMarch 2020. Based on the configuration finalized PFR is being carried out.

IHB PRIVATE LIMITED (IHBPL)

IHBPL is a Joint Venture Company of IOCL BPCL and HPCL with equityparticipation in the ratio of 50:25:25. Subsequent to receipt of authorization from PNGRBIHBPL has been incorporated in July 2019 to construct operate and manage about 2800 kmlong Kandla- Gorakhpur LPG Pipeline for meeting the LPG demand of the bottling plantsen-route the pipeline in Gujarat Madhya Pradesh and Uttar Pradesh.

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

UJJWALA PLUS FOUNDATION (UPF)

UPF was incorporated in July 2017 as a Joint Venture Company among thethree PSU Oil Marketing Companies viz. BPCL HPCL & IOCL (in the ratio of 25:25:50)under Section 8 of the Companies Act 2013. The company

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDA)

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

The forward looking statements made in the MDA are based on certainassumptions and expectations of future events. The Directors cannot guarantee that theseassumptions are accurate or these expectations will materialise.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGICALABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

MEMORANDUM OF UNDERSTANDING WITH MINISTRY OF PETROLEUM & NATURALGAS

BPCL has entered into a Memorandum of Understanding (MoU) for the year2019-20 with the Ministry of Petroleum & Natural Gas. MoU for 2020-21 is underfinalization. BPCL has been achieving "Excellent" performance rating since1990-91 till 2018-19. In 2018-19 BPCL achieved an "Excellent" rating withcomposite score of 90.79.

BOARD EVALUATION

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

Similarly Section 197 of the Act shall not apply to a GovernmentCompany. Consequently there is no requirement of disclosure of the ratio of theremuneration of each Director to the median employee's remuneration and other suchdetails including the statement showing the names and other particulars of every employeeof the Company who if employed throughout / part of the financial year was in receipt ofremuneration in excess of the limits set out in the Rules are not provided in terms ofSection 197 (12) of the Act read with Rule 5 (1) / (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

The Chairman & Managing Director and the Wholetime Directors of theCompany did not receive any remuneration or commission from any of its Subsidiaries.

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

CORPORATE GOVERNANCE

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

SECRETARIAL STANDARDS

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

SOCIAL ENVIRONMENTAL AND ECONOMIC RESPONSIBILITIES AND BUSINESSRESPONSIBILITY REPORT

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

As stipulated under the Listing Regulations the BusinessResponsibility Report describing the initiatives taken

by the Company from the environmental social and governanceperspective is attached as part of the Annual Report.

TRANSACTION WITH RELATED PARTIES

During the Financial Year the Company has entered into contracts orarrangements with related parties which were in the ordinary course of business and on anarm's length basis.

The required information on transactions with related parties areprovided in Annexure F in Form AOC-2 in accordance with Section 134(3) of the Act and Rule8(2) of the Companies (Accounts) Rules 2014.

In terms of Listing Regulations and Policy of the Company onmateriality of related party transactions a transaction entered into with Bharat OmanRefineries Limited a group company could be considered material. The details of thetransaction are being placed for approval of the shareholders.

The Policy on related party transactions including material relatedparty are available on the Company's website at the linkhttps://www.bharatpetroleum.com/about-bpcl/ our-policies.aspx

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has provided Loans/Guarantees to its Subsidiaries/JointVentures and has made Investments in compliance with the provisions of the Companies Act2013. The details of such investments made and loans/ guarantees provided as at 31stMarch 2020 are given in the Disclosures under Regulation 34 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 in Annexure H.

RISK MANAGEMENT

The Risk Management Committee has been constituted by the Board. TheBoard has defined the roles and responsibilities of the Risk Management Committee whichincludes reviewing and recommending of the risk management plan comprising risks assessedand their mitigation plans and reviewing and recommending the risk management report forapproval of the Board with the recommendation of the Audit Committee. The Company'sinternal financial controls and risk management systems are assessed by the AuditCommittee. 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.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) In the preparation of the Annual Accounts for the year ended 31stMarch 2020 the applicable Accounting Standards have been followed along with properexplanation relating to material departures;

b) The Directors have selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) The Directors have prepared the annual accounts on a ‘goingconcern' basis;

e) The Directors have laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and areoperating effectively; and

f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and such systems are adequate and operatingeffectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri D. Rajkumar C&MD 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 K. Padmakar Director (HumanResources) has been entrusted with the additional charge of the post of Chairman andManaging Director w.e.f. 01.09.2020 by Ministry of Petroleum and Natural Gas.

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

Shri Rajesh Aggarwal Additional Secretary & Financial AdvisorMinistry of Petroleum & Natural Gas was appointed as Additional Director w.e.f.08.01.2020. As he has been appointed as Additional Director he will hold office till theensuing Annual General Meeting (AGM).

Notice under Section 160 of the Act has been received proposing hisname for appointment as Director at the ensuing AGM.

Shri Harshadkumar P. Shah was appointed as Additional Director on theBoard to act as an Independent Director w.e.f. 16.07.2019. The Shareholders have appointedhim as an Independent Director of the Company at the AGM held on 30.08.2019.

Shri Rajesh Kumar Mangal Independent Director ceased to be a Directorw.e.f. 01.12.2019 on completion of his tenure. Shri Rajiv Bansal Government NomineeDirector ceased to be a Director of the Board w.e.f. 08.01.2020. Shri Vishal V SharmaIndependent Director ceased to be a Director w.e.f. 09.02.2020 on completion of histenure. Smt. Jane Mary Shanti Sundharam Independent Director resigned from Directorshipw.e.f. 05.03.2020 due to personal reasons. The Directors have placed on record their deepappreciation on behalf of the Board for the valuable contributions made and guidance givenby them for the development and progress of the Company's business.

Shri Vinay Sheel Oberoi Independent Director ceased to be the Directorof the Board w.e.f. 10.04.2020 due to his demise. The Directors place on record hiscontributions towards the Company and express their deep condolences for his sad demise.

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

Dr. K. Ellangovan Director 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 ofthe above Directors who are appointed / reappointed at the AGM are provided in the Notice.

DECLARATION OF INDEPENDENCE

The Independent Directors of the Company have provided a declarationconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

FAMILIARISATION PROGRAMMES

The Company has adopted a policy for the training requirements of BoardMembers. The details thereof with the programmes sponsored for familiarisation ofIndependent Directors with the Company are available at the Company's web link:https://www.bharatpetroleum. com/about-bpcl/our-policies.aspx

AUDIT COMMITTEE

The details of the composition of the Audit Committee terms ofreference meetings held etc. are provided in the Corporate Governance Report which formspart of this Report.

VIGIL MECHANISM

There exists a vigil mechanism to report genuine concerns in theOrganisation. The Company has implemented the Whistle Blower Policy to ensure greatertransparency in all aspects of the Company's functioning. The objective of the policyis to build and strengthen a culture of transparency and to provide employees with aframework for responsible and secure reporting of improper activities.

The vigil mechanism provides for adequate safeguards againstvictimisation of persons who use the mechanism and has provision for direct access to theChairperson of the Audit Committee in appropriate or exceptional cases. The details ofestablishment of such a mechanism are disclosed in the Company's web link:https://www.bharatpetroleum.com/about-bpcl/our- policies.aspx

NUMBER OF MEETINGS OF THE BOARD

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

EXTRACT OF ANNUAL RETURN

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

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 Auditorsfor the year 2019-20 by the Comptroller & Auditor General of India (C&AG) underthe provisions of Section 139(5) of the Companies Act 2013. They will hold office tillconclusion of the ensuing AGM. The C&AG has been approached for the appointment ofStatutory Auditors for the financial year 2020-21.

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

COST RECORD AND COST AUDIT

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

SECRETARIAL AUDITOR

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

The Secretarial Audit Report contains observations that the Company didnot have the following :

a) A Woman Director on its Board pursuant to the 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 for the period 05.03.2020 to31.03.2020.

b) Optimum combination of executive and non-executive directorspursuant to Regulation 17(1)(a) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and CPSE Guidelines for the period 05.03.2020 to31.03.2020.

c) Sufficient number of Independent Directors on its Board as requiredunder Regulation 17(1)(b) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and CPSE Guidelines for the period under review i.e. 01.04.2019 to31.03.2020 and pursuant to subsection (4) of Section 149 of the Act for the period from09.02.2020 to 31.03.2020.

Explanations by the Board to the above observations in the SecretarialAuditor Report:

"Bharat Petroleum Corporation Ltd. is a Government Company underthe Administrative Control of Ministry of Petroleum and Natural Gas. Thenomination/appointment of all categories of Directors are done by Government of India inaccordance with the laid down guidelines of Department of Public Enterprises. Accordinglythe subject matter of nomination/appointment of adequate number of

Independent Directors including Woman Director falls under the purviewof the Government of India. BPCL has from time to time communicated to the Ministry ofPetroleum & Natural Gas with respect to the requirements of Independent Directorsunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015."

GENERAL

There were no significant or material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and Company's operations infuture. The Company has not issued equity shares with differential rights / sweat equityshares.

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

ACKNOWLEDGEMENTS

In these calamitous times of the global COVID-19 pandemic ouremployees have been in the forefront leading the challenge with grit determination andresilience expending tremendous efforts in fuelling the nation. The Directors commendtheir diligence and dedication and reiterate their stance on considering them as the mostvaluable assets of the Company.

The Directors gratefully acknowledge the support and guidance receivedfrom various Ministries of the Government of India particularly the Ministry of Petroleum& Natural Gas and from various State Governments that have been instrumental inBPCL's creditable performance.

The Directors also appreciate the loyalty and encouragement of thecustomers business partners and shareowners which have underpinned BPCL's growthtrajectory through the years.

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

For and on behalf of the Board of Directors

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

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