DIRECTORS' REPORT

The Board of Directors is pleased to present the 62nd Annual Report on the performance of Bharat Petroleum Corporation Limited (BPCL) for the year ended 31st March, 2015.

PERFORMANCE OVERVIEW

Group Performance

BPCLs Refineries at Mumbai and Kochi, together with its subsidiary company, Numaligarh Refinery Limited (NRL) and including 50% throughput of Joint Venture Company, Bharat Oman Refineries Limited (BORL), aggregated a throughput of 29.27 Million Metric Tonnes (MMT) in 2014-15, in comparison to 28.69 MMT in 2013-14. The BPCL Group generated market sales of 34.95 MMT during 2014-15, as compared to 34.31 MMT in the previous year. The group's exports of petroleum products in 2014-15 stood at 2.22 MMT as against 3.06 MMT in 2013-14.

The group recorded a Gross Revenue from Operations of Rs. 2,58,731.09 crores in 2014-15, as compared to Rs. 2,76,019.55 crores achieved in 2013-14. The Profit after Tax for 2014-15 was Rs. 5,082.01 crores, as against Rs. 4,052.98 crores in the previous year. After setting off the minority interest, the Group earnings per share stood at Rs. 66.47 in the current year, up from Rs. 54.08 in 2013-14.

Company Performance

During the year 2014-15, the crude throughput achieved by BPCL's refineries at Mumbai and Kochi was 23.36 MMT, as against 23.35 MMT recorded in 2013-14. The market sales of the Company increased to 34.45 MMT in 2014-15, from 34.00 MMT in 2013-14, thus registering a growth of 1.32%.

BPCL's Gross Revenue from Operations for 2014-15 was Rs. 2,53,254.86 crores, 6.57% lower than the previous year's revenues of Rs. 2,71,051.81 crores. The Profit before Tax generated for the year was Rs. 7,415.51 crores, as against Rs. 5,948.98 crores in 2013-14. The Profit after Tax for the year stood at Rs. 5,084.51 crores, as against Rs. 4,060.88 crores recorded in 2013-14, after providing for tax, (including deferred tax) of Rs. 2,331.00 crores, as compared to Rs. 1,888.10 crores during the last year. This is the first time in the history of the Company that the net profit has exceeded Rs. 5,000 crores in a single financial year.

The earnings per share achieved in 2014-15 was Rs. 70.32, as compared to Rs. 56.16 in 2013-14. Internal cash generation during the year was higher at Rs. 5,989.18 crores, 30% more than the level of Rs. 4,585.64 crores in 2013-14. BPCLs contribution to the exchequer by way of taxes and duties during 2014-15 stood at Rs. 51,121.77 crores, as against Rs. 43,602.22 crores in the previous financial year.

BPCLs net worth as on 31st March, 2015 was Rs. 22,467.48 crores, as compared to Rs. 19,458.76 crores at the end of the previous year.

Dividend

The Board of Directors has recommended a dividend of 225% (Rs. 22.50 per share) for the year on the paid-up share capital of Rs. 723.08 crores. The amount of dividend totaling to Rs. 1,921.21 crores, inclusive of Rs. 294.27 crores for Corporate Dividend Tax on distributed profits, shall be dispensed from the profit after tax for the year.

Transfer to Reserves

The Company proposes to transfer Rs. 2,968.95 crores to the General Reserve out of the amount available for appropriation and an amount of Rs. 500.00 crores is proposed to be retained as Surplus in the Statement of Profit and Loss.

Borrowings

Borrowings from banks decreased by almost 50% to Rs. 6,925.26 crores as at 31st March 2015, from Rs. 13,843.68 crores as at 31st March, 2014. Loans from Oil Industry Development Board have increased to Rs. 1,049.50 crores as at 31st March, 2015, as compared to Rs. 321.25 crores at the end of the previous year. Debentures worth Rs. 700 crores issued during the year 2012-13 continue to remain outstanding as on 31st March, 2015. 4.625% US Dollar International Bonds issued during 2012-13 of USD 500 Million (equivalent to Rs.3,129.54 crores) and 3% Swiss Franc International Bonds issued during 2013-14 of CHF 200 Million (equivalent to Rs. 1,293.30 crores) remained outstanding as on 31st March, 2015.

During the year 2014-15, the Company set up a Medium Term Note (MTN) Program to facilitate the raising of funds on a regular basis from the international debt capital markets, with the aggregate nominal amount of Notes outstanding under the program not exceeding USD 2 billion (or its equivalent in other currencies).

Deposits from Public

During the year, the Company has not accepted any deposits from the public. However, unclaimed matured deposits of Rs. 0.08 crores as at the end of the year, pertaining to 21 depositors in the books, are being transferred to the Investor Education and Protection Fund after due dates.

Capital Expenditure

The total Capital Expenditure incurred during the year 2014-15 amounted to Rs. 8,494.40 crores, as compared to Rs. 5,560.39 crores during the year 2013-14.

C& AG Audit

The Comptroller and Auditor General of India (C&AG) has no comment upon or supplement to the Statutory Auditors' Report on the Accounts for the year ended 31st March 2015. The letter from C&AG is annexed as Annexure E.

REFINERIES

MUMBAI REFINERY

During the year 2014-15, Mumbai Refinery achieved throughput of 12.96 MMT of feedstock (crude oil and other feedstock), as against 13.03 MMT achieved in 2013-14. Mumbai Refinery has achieved this level of throughput, despite having planned shutdown of one of the crude  processing units and associated secondary facility during the year. This represents a capacity utilization of 108.0%, as compared to 108.6% in the previous year. The reduction in crude throughput is basically due to the higher captive production of Reformate, which has been, hitherto imported to meet Motor Spirit (MS) demand during 2013-14.

During the year, the refinery achieved its highest ever production of MS, High Speed Diesel (HSD) and Lube Base Oils, meeting the demand for MS and HSD complying with Euro-IV quality norms.

The Gross Refining Margin (GRM) for the year stood at USD 3.97 per barrel, as compared to USD 3.95 per barrel realized in 2013-14. The overall gross margin for the refinery in 2014-15 amounted to Rs. 2,363 crores, as compared to Rs. 2,340 crores in 2013-14. The higher GRM in Mumbai Refinery for the year 2014-15 is attributable to higher distillate yield, better product mix pursuant to commissioning of the Continuous Catalytic Reformer (CCR) Unit and reduction in octroi incurrence partially offset by the impact of the crude-product price volatility.

KOCHI REFINERY

Kochi Refinery achieved the highest ever crude throughput of 10.40 MMT in 2014-15, as compared to 10.32 MMT in 2013-14. This is the third year in succession that the throughput at the refinery has crossed the 10 MMT mark. The capacity utilization of the refinery during the year was 109.46%, as against 108.65% in the previous year. During the year, Kochi Refinery recorded its best ever production of LPG, Propylene, Euro-III MS, Euro-III HSD and Euro-IV HSD.

The GRM for the year was USD 3.17 per barrel amounting to Rs. 1,514 crores. The refinery had earned a GRM of USD 4.80 per barrel in 2013-14, amounting to Rs. 2,249 crores. The major reasons for lower margin during 2014-15 are lower product cracks and higher inventory valuation loss.

The details of the performance of the Refineries, their activities and future plans are discussed in the Management Discussion and Analysis Report (MD&A).

MARKETING

During the year 2014-15, BPCL's market sales volume rose to 34.45 MMT, as compared to 34.00 MMT in the previous year. This represented a growth rate of 1.32% over the previous year. BPCL's market share amongst the public sector oil companies stood at 23.29% as at 31st March, 2015, as compared to 23.50% as at the end of the previous year.

A detailed discussion of the performance of the Marketing function is given in the MD&A.

PROJECTS

Integrated Refinery Expansion Project (IREP) at Kochi

The project envisages capacity expansion of Kochi Refinery by 6 Million Metric Tonnes Per Annum (MMTPA) taking it to 15.5 MMTPA and modernisation of processing facilities to produce auto-fuels conforming to Euro-IV/ V specifications. It also envisages refinery residue stream upgradation to value added products.

The project involves a capital outlay of Rs. 16,504 crores with expected completion in May, 2016. The project has achieved an overall physical progress of 83.55% with cumulative expenditure of Rs.  7,147 crores as on 30th June 2015.

Civil, structural and UG piping jobs of units and offsites are nearing completion. The foundations of all major equipments have been completed and all major tenders and orders have been placed. More than 75% of the equipment has been received at site. Mechanical jobs like piping, fabrication, erection and equipment erection are in progress at units and offsites. About 1,000 equipment out of a total of 2,060 have been erected on foundations, which include all three gas turbine generators, crude and vacuum columns, DHDT reactors, VGO and DHDT recycle gas compressors. Electrical and instrumentation jobs have commenced. Package jobs like reactor-regenerator package of FCCU, coke drum structure and coke handling packages, heaters, water packages, utility boilers are progressing at site and a few are nearing completion. The hydrotesting of one out of the two utility boilers has been completed. Two raw water quarries for storage of water from the Periyar River have been commissioned.

A workforce of more than 14,000 labourers has been engaged on a daily basis and works at site progress on a 24x7 basis. Monthly meetings of unions, contractors, and Project Management Consultant (PMC) with the Regional Labour Commissioner help maintain a healthy labour climate. The Government of Kerala continues to provide proactive support to the project and reviews are being held even at the level of the Chief Minister.

Petrochemicals Project

The Board has given approval for diversification into Petrochemicals at an estimated capital cost of Rs. 4,588 crores. BPCL plans to produce niche petrochemicals such as Acrylic Acid, Acrylates and Oxo Alcohols, that are predominantly being imported into the country. Such niche products will be produced using Polymer Grade Propylene that will be available on the completion of the IREP project. The major end uses of these chemicals are in paints and coatings, adhesives, plasticisers, solvents and water treatment. The unit is expected to come on stream during the year 2018-19.

Replacement of CDU /VDU at Mumbai Refinery

The project envisages installation of a state-of-the-art integrated Crude and Vacuum Distillation Unit (CDU-4) of 6 MMTPA capacity to improve mechanical integrity, enhance safety and meet environment norms. The approved cost of the project is Rs.  1,419 crores.

The overall physical progress of project is 97.2% with cumulative expenditure of Rs.  1,171 crores as on 30th June 2015. Pre-commissioning and commissioning activities at site are in progress.

Kota Jobner Pipeline Project:

The project involved laying a 210 km long and 14" dia cross-country pipeline from Kota to Jobner (near Jaipur) for economic transportation of MS/SKO/HSD from BPCL's Mumbai Refinery as well as BORL's refinery at Bina. Petroleum and Explosives Safety Organisation (PESO) license has been obtained and the pipeline has been commissioned on 31st March, 2015 with an expenditure of Rs.  230 crores as on 30th June, 2015.

Pipeline for Transfer of LPG from BPCR / HPCR Mumbai to Uran

The project envisaged laying a 28 km pipeline (12 km offshore and 16 km onshore) and provision of three 900 MT Mounded Storage Vessels (MSVs) at BPCL's Uran LPG Plant. The pipeline is being laid to transfer LPG from BPCL's Mumbai Refinery and the Mumbai Refinery of Hindustan Petroleum Corporation Limited (HPCL) at a project cost of Rs. 276.84 crores. The pipeline portion of the project, costing Rs. 229.6 crores, will be shared equally with HPCL. The mSvs cost around Rs. 47.24 crores and are on BPCL's account. The pipeline was commissioned on 31st October, 2014. The cumulative expenditure of the project as on 30th June, 2015 is Rs.  269 crores.

RESEARCH & DEVELOPMENT (R&D)

In line with constantly changing business needs, the Research and Development Centres of BPCL are focusing on development of niche and innovative products and process technologies and providing advanced technical support for refinery processes, lubricant formulations and product / process development. These centres have achieved significant breakthroughs in the past few years. They boast of producing more than 20 patents in the last

5 years and the aspiration is to emerge as a world class technology solution provider in the near future.

BPCL has R&D facilities at three locations - the Corporate R&D Centre at Greater Noida, Uttar Pradesh, R&D Product

6 Application Development Centre at Sewree, Mumbai and the in-plant R&D Centre at Kochi Refinery. All three centres provide the Company an edge over competitors and technological breakthroughs for future business developments.

The core research areas of the R&D centres are broadly divided into four categories, namely (a) development of energy efficient technologies for fuel and chemical production (b) technical support to refining processes (c) new product and additive development and (d) alternate fuels and energy.

The R&D programs have been discussed separately in the MD&A. Further, the areas covered under R&D and the benefits derived from R&D activities are detailed in Annexure A to the Directors' Report.

NON-CONVENTIONAL ENERGY INITIATIVES

BPCL has undertaken initiatives in tapping non-conventional energy sources like wind energy, solar energy and fuel cells, in order to develop such alternate sources of energy.

The improved economics for investment in solar and wind energy and favourable Government policy for renewable energy has prompted the Company to develop a Renewable Energy Policy which was approved by the Board.

BPCL has installed 5 MW capacity windmills in the hilly range of Kappatguda in Chitradurga District, Karnataka and a 0.5 MW wind farm in Tamil Nadu. The windmills are currently working satisfactorily and power produced is sold to the State electricity grid. In addition to the above, BPCL has commissioned smaller KW scale solar plants for a total capacity of about 1500 KW for lighting and admin office building electrical loads at Kochi and Mumbai Refineries, 205 retail outlets, along the Mumbai-Manmad pipeline, some LPG bottling plants and Lube blending plants.

Under the renewable energy policy, a 4 MW solar plant at Bina Despatch Terminal and a 6 MW grid connected wind power project are being put up.

BPCL is currently evaluating the option of setting up more solar farms and windmills in various states, depending on availability of land and other commercial considerations.

INDUSTRIAL RELATIONS

The overall industrial relations climate remained peaceful and cordial throughout the year. All organizational and employee related issues were handled with a collaborative approach and regular communication was ensured to all employees on all important issues affecting them and the Organisation.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Through its CSR initiatives, BPCL has widespread impact throughout the country, in and around our business locations as well as in rural / tribal communities. Every year brings new learning and using these inputs, we have scaled  up various projects, taken up new projects and exited from certain projects that have attained sustainability. Our core thrust areas for CSR are education, water conservation, skill development, health and hygiene and community development.

Improving quality education, which is one of our core thrust areas under CSR, is also the biggest equalizer in today's world. Education contributes to individual well being as well as overall development of the country. It enhances the standard of living, helps in overcoming the problems of poverty and unemployment and brings in social equality. Therefore, the projects supported by us under education are primarily focused on improving the 'quality of learning' and bridging the gap that comes in the way of the learning process and inclusivity.

The Computer Assisted Learning Project (CAL), our flagship project, is for the children of primary and secondary grades studying in Government schools and low income private schools. It aims at improving the learning levels of children and making them digitally enabled through a technology interface. In the year 2014-15, the project was scaled up to 45 new centres in Jaipur (Rajasthan), Mumbai and Solapur (Maharashtra). The earlier centres in Uran and Lucknow continue to benefit children year after year. Thus, BPCL reached out to 38,000 new children during the year.

Capacity building sessions were organised with the School Management Committees of the above schools, so that the committee members are empowered on the rules under the Right to Education Act and also take more interest and ownership in the education process and learning levels of their children.

The project also resulted in indirectly generating local level employment, by way of the Sancharikas (teacher facilitators) for imparting computer education. Every school has one or two sancharikas (depending on the enrolment of children in the school) adding to a total of around 100. They are trained in both, technical as well as soft skills, thereby making them thorough professionals.

Our one-of-a-kind Science Education Project, which provides experiential science learning to children, is executed in collaboration with the NGO, 'Agastya International Foundation.' The project is for children from 90 Government schools near Solur, Bangalore (Karnataka) and in the year 2014-15, it has been scaled up to 25 Government schools in and around Chembur, near Mumbai Refinery.

There were about 300 students who have been groomed during the year 2014-15 as Young Instructor Leaders. They act as peer leaders and help in teaching Science through experiments to their fellow mates. In the same year,

105 Government school teachers were trained on the above themes. The training not only composed of clarifying their doubts, but also on how to use creativity in teaching methods and other activities.

Another flagship project i.e. District-wide Education Project - 'Akshar' (Read India) for impacting the learning levels of children through learning camps, was being supported by BPCL in the Districts of Sagar (MP) and Nandurbar (Maharashtra). This project in 2014-15 was scaled up to cover Dausa and Jaipur (Rajasthan). In Nandurbar and Sagar, 30 days of learning camps were conducted in Maths and Language to improve the learning levels of Government school children. 210 schools in Sagar and 180 schools in Nandurbar encompassing 25,343 students from Class I -V were covered in these camps. After BPCL intervention, there was a 24% improvement in children's Reading and Maths levels in Sagar, while Nandurbar saw a similar 18% improvement in Reading levels.

Along similar lines, our project for educating tribal students in Mayurbhanj and Sundergarh districts of Odisha has been continued. 4,453 children now have access to school education. In the coming years, we are now changing the focus of the project to improving the quality of education, rather than solely complying with the provisions of the Right to Education Act, the mantra being, "Attending school & learning well."

In 2014-15, we have successfully completed the second batch of our unique in-house pilot project for professional development of primary teachers, upper primary school teachers and principals from schools run by the Municipal Corporation of Greater Mumbai and other low income schools. This program aimed at encouraging teachers to use new techniques for teaching and classroom management and develop new teaching materials according to the needs of the class. By working with the teachers and school management, we are effecting a sustainable change in the existing education system. Additionally, our employee volunteers too added value in the classroom by telling stories with moral values.

Last year, we had taken up a new library project aimed at impacting literacy and reading skills and therefore, increasing creative thinking and supplementing learning on the whole. In the year 2014-15, we have continued supporting 20 libraries in Mumbai and Delhi and have increased the reach by an additional 5 libraries in Mumbai, where over 3,700 children are benefitted. In addition, these libraries have a special Teachers' section and can be used by the community around the schools as well.

Project BalaJanaagraha was scaled up to include new schools in Kochi, in addition to those in Bangalore. The project aimed at instilling good citizenry in children as the  key to building good and vibrant nations. This unique civic education project targeted at creating responsible and proactive citizens through conducting civic sessions in schools, gave 2,862 children know-how about their rights and duties. Civic fests at the local, city and national level were held in which the children participated in nationwide competitions. Citizenship surveys were conducted before and after the program to gauge the increase in awareness levels of the children.

Our education system often turns out students who are not employable, even after completing years of studies. With an objective to empower unemployed youth, women and persons with disabilities near our businesses and also equip them with skills, we have several NGO partners in different parts of the country. Placement linked vocational training of 1,000 youth was supported by BPCL near Kochi Refinery, to increase the skills of the local youth and the economic level of the surrounding community. Training was done in construction and fabrication related trades as well as hospitality, retail management, computer accounting and office automation for the youth, women & differently-abled. Over 70% of these youth have been placed and are being tracked to ensure job retention.

Through training in zardosi and Aarri work, about 130 women in Loni earn and save enough to send their children to school. On an average, each woman adds around Rs.  3,000 per month to the family income. The women are provided inputs on financial management through self-help groups and forward and backward market linkages, so that they can earn independently on completion of the project.

Towards inclusion and giving the differently-abled a chance to become economically contributing members of society, we have several projects for skill training of disabled persons. The LABS project for Persons with Disabilities in Mumbai and Noida saw 200 youth who were trained and then placed with various companies. Along similar lines in Kolkata, we trained 80 disabled and underprivileged youth from economically backward families in Desktop publishing. Our BPCL volunteers also gave these youth sessions on personality development to help them get better placement. In various other projects, persons with hearing, visual and physical disability were given training in skills that would make them employable or enable them to start their own businesses like weaving, candle making, massage therapy etc.

Our water project, 'Boond' has covered 40 villages during the year, in Tamil Nadu, Karnataka, Maharashtra and Rajasthan. 'Boond' now spans across India in Tamil Nadu, Andhra Pradesh, Rajasthan, Maharashtra and Karnataka. Through community based organizations like village water committees, the community that is benefitted by the water structures built or repaired plays an active role in building and maintaining the structure that contributes to their various daily needs. In 2014-15, over 5,500 families have benefitted and over 7 crore liters of water storage capacity was created. Our project also supports sustainable employment through improved agricultural practices, newer crops, innovative methods of irrigation etc. Unseen benefits include recharge of ground water, drinking water for cattle, decrease in migration and a positive effect on the environment, in addition to flood moderation.

In Mokhada Taluka, which is a completely impoverished and tribal predominated block in Maharashtra, BPCL has been supporting Project 'Boond' for the third consecutive year. In 2014-15, we supported a small initiative of 'Group Farming and Collective Marketing model.' Therefore in Mokhada, apart from water conservation, through agriculture alone, we covered 7 villages under our agriculture development program. This included 298 families who benefitted through vegetable farming and floriculture, while 115 farmers enjoyed the benefits of tree plantation.

Project 'Boond' is completing its full cycle from transforming the villages to water positive and also playing an important role in socio-economic development by drudgery reduction, checking migration, enhancement in income and other important social indicators.

With an objective to improve and encourage institutional care and safe delivery of babies under supervised medical attention, we work in HD Kote taluka, Mysore District of Karnataka by supporting reproductive and child healthcare of the tribals. Over 60,000 villagers and specifically 8,975 tribals from 56 tribal colonies are being benefitted from this project, where there has been a steady increase in institutional deliveries, linkage to Government healthcare schemes, essential ID documents like Aadhar card, 100% primary immunization, awareness raised in the community on nutrition, infant mortality etc. through regular meetings.

BPCL has around 15,000 retail outlets and LPG Distributorships which employ Driveway Salesmen (DSMs) and LPG Delivery boys. Most of them, who are critical stakeholders in our value chain, do not have any protection for themselves or their families against major expenses arising from unforeseen health issues. During the year 2014-15, we have launched a health insurance scheme, through which 8,713 DSMs and delivery boys in 24 states have been given coverage of Rs.  1,00,000 for themselves and their families for one year.

We also wholeheartedly plunged into the national mission of 'Swachh Bharat - Swachh Vidyalaya,' by committing towards supporting /constructing 1,864 toilets across 7 states in India (Bihar, Odisha, Chattisgarh, Madhya Pradesh,

West Bengal, Telangana and Andhra Pradesh). Not only will we support construction, but post construction, we'll assist in maintaining them for a minimum period of three years. Towards this, we are closely co-ordinating with the respective State Governments, MOP&NG and also MOHRD. In 2014-15, we initiated work in 238 schools and we endeavour to complete all the schools shortly.

In the years to come, we will continue to focus our efforts on initiatives that strengthen our communities, protect our environment and will lead to an advancement of India as a nation. We will lead by example.

The Annual Report on CSR activities of the Company containing composition of committee members, brief outline of the CSR policy, overview of the projects undertaken, prescribed expenditure, amount spent etc. are set out in the specified format forming part of this Report in Annexure B.

The CSR Policy may be accessed on the Company's website at the link: <http://www.bharatpetroleum.co.in/EnergisingSociety/>

CSR_Policy.aspxRs.id=2

PROMOTION OF SPORTS

BPCL sportspersons continued to excel in the national as well as international sports arena in the disciplines of Cricket, Hockey, Badminton, Chess, Table Tennis, Kabaddi, Volleyball, Bridge and Billiards/Snooker.

Our sportspersons have won several distinctions and plaudits. Saina Nehwal continued to grab media attention as she won the China Open Badminton tournament. Saina reached the finals of the All England Championships and later, won the India Open, which catapulted her to the top of the World rankings. P.V. Sindhu, our promising badminton star, who is ranked No. 9 in the World, won the Taiwan Open Super Series and was also conferred with the Padmashree Award.

Our Hockey team did extremely well in domestic events and four of our hockey players have been regular members on the Indian Hockey team. S. V. Sunil, Manpreet Singh and Birendra Lakra were members of the Indian team which won the Gold Medal in the Asian Games.

Chess wizard P. Harikrishna is currently the second highest ranked Indian Chess player after Vishwanathan Anand in the World.

Our Kabaddi and Volleyball teams performed exceedingly well in most of the prestigious tournaments they participated in.

Individual sportspersons from BPCL continued to represent the country in various international events viz. Guru Sai Dutt, Jwala Gutta in Badminton, Poulomi Ghatak, Soumyajit Ghosh, Sanil Shetty in Table tennis, Devendra Joshi, Manan Chandra in Billiards and Snooker, Atanu Das in Archery, Abhijit Gupta, G. N. Gopal in Chess, Marianne Karmarkar in Bridge etc. In the Physically Challenged Category, Joby Mathew won several Gold/ Silver medals in the World Arm Wrestling Championship.

Our young Scholarship players excelled at national and international events in the open and junior categories. BPCL also bagged the Second Runners-up "President's Trophy" of Petroleum Sports Promotion Board (PSPB) during the year.

Our endeavours continue in the various avenues of Sports development through varied support mechanisms extended to our players for excelling in sports in India and abroad, such as coaching, skill development, orientation programmes, performance feedback etc.

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

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

SC/ST and economically backward students are encouraged by awarding scholarships for pursuing courses at ITIs and secondary school education up to graduation level.

BPCL also complies with provisions under "The Persons with Disabilities (Equal Opportunities, Protection of Rights and Full Participation), Act 1995 relating to providing employment opportunities for Persons with Disabilities (PWDs).

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

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

The Official Language Implementation Committees continued to function at the Corporate, Regional, Refinery, Area offices and major location levels, to take decisions based on the annual program issued by Ministry of Home Affairs, besides the provisions of the Official Language Act and Rules. These Committees perform the task of reviewing the progress made in Official Language Implementation on a quarterly basis.

During the year, the First Sub-Committee of the Parliamentary Committee on Official Language inspected the offices situated at Goa, Draft & Evidence Committee at ECE House, New Delhi and Udaipur. Officials from the Department of Official Languages, Ministry of Petroleum & Natural Gas visited Varanasi, Allahabad, Meerut, Piyala, Bijwasan and Bangalore offices. The Rajbhasha Vibhag of Ministry of Home Affairs inspected nine locations on an all India basis. All committees expressed their appreciation for the efforts taken by BPCL for promotion of Hindi.

Various Hindi competitions were organized during Hindi fortnight, which was celebrated with enthusiasm at all major locations in September, 2014. As per the directives from MOP&NG, a certificate was given to staff, who had done an excellent job in Hindi implementation from all Regions/Refineries as Rajbhasha Gourav Puraskar. Similarly, World Hindi Day was organized on 10th January, 2015 at all Regions and Refineries.

User friendly Hindi Unicode supported Software Indic Language was loaded at all BPCL Offices. A web page was created for help online for training of Hindi ISM V6 software/ Indic Language Software. BPCL bagged the third prize from MOP&NG for the Best Hindi Implementation among PSUs. Hindi Cell, CO was awarded the third prize from Town Official Language Implementation Committee (TOLIC) (Mumbai) for Best Implementation of Hindi. Eastern Region bagged the second prize for Best Implementation of Hindi from TOLIC (Kolkata). Kochi Refinery was awarded the first prize from Deputy Director, Hindi, Ministry of Home Affairs (South - West Zone) Rajbhasha Rolling Trophy, Overall Champions Trophy and award for Best Hindi House Magazine from TOLIC (Kochi).

Our C&MD issued annual check points under the Annual Program of Official Languages Implementation for the year 2015-16. During the year on an all India basis additional 15 offices have been notified under sub-rule 10(4) of OL Rules, 1976. All the Regional/Refinery Hindi Cells have supported the activities of Town Official Language Implementation Committees.

CITIZEN'S CHARTER AND PUBLIC GRIEVANCES REDRESSAL

At BPCL, we are sensitive to the service levels offered across every customer interface, in constant pursuit of excellence. Our various initiatives are driven by our commitment and desire to enhance customer experience. The Citizen's Charter published on our website provides details of a range of services offered to our customers, with an overview of the marketing activities of the Corporation, policy guidelines and processes on marketing of petroleum products; it covers the mandate of the Corporation, customer rights with respect to standards, quality, time-frame for service delivery, the grievance redressal mechanism etc. These service levels are revisited from time to time and updated in line with the changing business environment / customer's expectations.

BPCL has a well established Grievance Redressal framework in place. The Nodal Officers for grievance redressal have been designated right from the Corporate Office to the State and Territory Offices in States, Union Territories and their details are available in the Citizen's Charter. In order to proactively reach out to the customers, BPCL has launched "Smart-Line," a centralized Customer Care System (CCS) portal where customers can log complaints, suggestions and feedback. The CCS provides an interactive platform to customers through dedicated toll-free numbers, as well as web-based access to connect with BPCL, and has been designed to track every interaction with an inbuilt escalation matrix. In addition, an internet-based Grievance Redressal Mechanism (Centralized Public Grievance Redressal & Monitoring System) of Government of India helps BPCL in speedy redressal of public grievances.

The Right to Information (RTI) Act, 2005 was implemented in BPCL since its inception. In order to have effective monitoring and to improve resolution time, BPCL has developed an in-house RTI package, where all RTI applications are logged, tracked and replied.

BPCL has a decentralized structure with 85 Central Public Information Officers (CPIOs) and 11 Appellate Authority (AAs) for providing speedy information to applicants. Through continuous learning programs and workshops for CPIOs / AAs, officials across the organization have been familiarized, sensitized and updated with every aspect of the Act.

As a knowledge management initiative, a RTI Journal is issued every quarter, which covers various aspects of the RTI Act, learnings from key CIC decisions and case studies, with the objective of enhancing knowledge and improvising on deliverables. During the period ending 31st March 2015, we have responded to 3,771 RTI Applicants providing information and redressed 1,510 complaints on the PG portal.

MICRO & SMALL ENTERPRISES

The Public Procurement Policy for Micro & Small Enterprises (MSEs) Order, 2012 came into effect from 1st April, 2012. BPCL is fully complying with this policy for MSEs and a "Purchase Preference Clause" for them has been incorporated in the "General Purchase Conditions" of all tenders. As per this clause, in any tender, a participating MSE who is within a price band of L1+15 % will get a portion of the order, provided they match the L1 price. This out-of-turn allocation is not more than 20% and this includes 4% reserved for SC/ST entrepreneurs in this category.

The MSE procurement plan for 2014-15 was put up on the BPCL website www.bharatpetroleum.in BPCL has been participating in various MSE vendor interaction programs organized by the Department of MSME at various locations. Premier vendor workshops were held during November 2014, which were attended by MSE vendors and special sessions on MSE policies/ guidelines were taken. BPCL continues to organize MSE vendor registration drives across all the four regions. For the year 2014-15, the total procurement value, where MSEs could have participated was Rs.  6,551.37 crores and the actual procurement value from MSEs was Rs.  1,524.80 crores i.e. an achievement of 23.27%, as against the target of 20%.

VIGILANCE

Vigilance in BPCL is committed to nurture and facilitate the highest level of ethical standards in the Organization. As an important catalyst in its Corporate Governance structure, Team Vigilance focuses on proactive and preventive efforts to promote and further good governance and ethical standards in all business processes in the organization.

Vigilance helps the Business identify susceptible areas in existing procedures and processes like tendering processes, vendor bill payments, channel partner selections and matters related to reconstitution of Dealership/Distributorship etc. Information technology is being extensively utilized to effectively institute more transparent processes like e-tendering, e-payments, e-receipts etc., thereby instilling confidence of being a just and fair organization amongst our vendors, channel partners and customers.

'Face to Face' was an initiative spearheaded by CVO to interact with business and regional heads and field staff across the country, including our refineries at Mumbai, Kochi and Numaligarh. This interaction was shared with presentations, case studies, prevalent guidelines and clarifications on the issues raised.

With the purpose of regularly upgrading business knowledge through the learning process, CVO initiated meetings with different business groups.

CVO also initiated a process and kickstarted a brainstorming workshop on "Procurement and Contracting Procedures' at Mumbai Refinery to discuss the process in line with the National Power Training Institutions' (NPTI) comprehensive manual. Along with Director (Refineries), the concerned officials from Mumbai Refinery, Kochi Refinery, Central Procurement Organizations (CPOs) of Refinery and Marketing, Finance and Vigilance participated in the workshop.

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

It was ensured that all tenders are being published on the Central Public Procurement (CPP) portal of the Government of India website to increase visibility and transparency in our interactions with vendors, contractors, suppliers and other service providers. The Integrity Pact was adopted and made compulsory for all tenders with a contract value of f1 crore or more.

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

Corporate Vigilance also carried out thorough investigations into the Complaints and Source Information. Complaints, including those received online, were investigated both directly by Team Vigilance and through Businesses / Entities. The references received from CVC and MOP&NG, were always investigated and required recommendations were made within the prescribed timeline.

Team Vigilance keeps track of all complaints through a web-based "Vigilance Complaint Handling System" - an online portal based workflow application, that enables recording, processing and maintaining of all complaints received by the Vigilance team. Timely email alerts and user friendly reports from the program ensure that the team is always focused on expeditious and timely resolution of all complaints.

There is a regular interaction with the employees of BPCL through BPCL's internal website, "Intralink" as well as with the customers/others concerned through the Vigilance portal available on BPCL's corporate website.

The Vigilance portal has the objective of creating awareness on good governance, sharing knowledge on ethical practices and proactive vigilance and connecting with all the employees. This website has useful links of the Central Vigilance Commission, Department of Personnel & Training, Government of India etc. To enhance knowledge of staff and employees' policies and guidelines, articles and case studies are shared.

To reach out to everyone and make a difference, an in-house E-magazine "Soch" was launched. "Soch" is an important step towards participative vigilance in BPCL and would be published on a quarterly basis.

In order to hone their skills, Vigilance Officers were deputed for Training Programs conducted by the Central Bureau of Investigation's Training Academy and other Training Institutions.

Vigilance Awareness Week 2014 (from 27.10.2014 to 1.11.2014) was launched at BPCL Corporate Office in Mumbai on 27th October,2014 with the administering of pledge by CVO & and Director (Finance) in the presence of Director (Human Resources) and other senior BPCL officials. Mr. Praveen Dixit, Director General, Anti-Corruption Bureau, Maharashtra State was the Chief Guest. Similarly, in all the four Regions and two Refineries (Mumbai and Kochi), subsidiary Bharat PetroResources Limited and Joint Venture, Petronet CCK Limited, Vigilance Awareness Week was launched with administering of the pledge by Chief Guests in the presence of senior BPCL officials. During this period, various activities such as awareness sessions, essay contests, question answer sessions, vigilance quiz, debate competition, painting contest and skit program (topic: Fighting Corruption) were conducted for employees and school children.

In September 2014, we have launched an Integrity Club (IC) at a school in Chembur, Mumbai for propagating ethical values in school children so that they become vehicles to carry these values to their families, friends and society. The members of the club are called Young Champions of Ethics (YCEs). By inculcating values, students are slowly made aware of their immense power to make the right choices and their ability to use the power to bring about changes in the society at large. We have commenced Integrity Club activity in the year 2010 in 8 schools in Kochi as part of a Vigilance initiative of BPCL. The activities of the Club have reached new horizons with active participation of various schools.

Value based teachings titled "Choti Choti Batein," an initiative to rekindle the values amongst school children, were conducted by Vigilance officers. Through this initiative, we have covered 10 schools in Mumbai and touched around 2,000 students from various strata of society.

The fifth edition of the vigilance journal, "Vigilance Plus" was released and received excellent feedback. To commemorate the activities carried out during VAW 2014 and other events conducted by Vigilance department, a special Journal, "Vigilance Plus" was released by CVO in January 2015. The theme of the Journal was 'Young Champion of Ethics' dedicated to the school children who would be the next generation of this country. The articles in this magazine were contributed by staff members across the country, narrating their experiences, to making the journal more informative.  In a nutshell, BPCL Vigilance is continuously on a progressive journey, from punitive to participative to preventive to proactive vigilance.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Group consists of 3 Indian subsidiaries and 4 foreign subsidiaries as on 31st March, 2015. Further, the Company has 19 associate companies including joint venture companies within the meaning of Section 2 (6) of the Companies Act 2013 ('the Act').

Pursuant to provisions of Section 129 (3) of the Act, a separate statement containing the salient features of the financial statement of subsidiaries/associates/joint venture companies in Form AOC-1 is attached along with the financial statement.

As per Section 136 (3) of the Act, the Company has placed its financial statements, including consolidated financial statements and all other documents required to be attached thereto, on its website www.bharatpetroleum.in Further, the Company has also placed separate Annual Reports / audited accounts in respect of each of its subsidiaries on its above website. A copy of the said documents will be available for inspection and provided to any Member of the Company who asks for it.

The policy for determining material subsidiaries is posted on the Company's website at the link: <http://www.bharatpetroleum.co.in/General/> PolicyonMaterialSubsidiaries.aspxRs.id=4

SUBSIDIARY COMPANIES

Numaligarh Refinery Limited (NRL)

NRL was incorporated with an authorized share capital of Rs.  1,000 crores in 1993. As on 31st March 2015, the paid up share capital of NRL was Rs. 735.63 crores, of which BPCL holds 61.65%. NRL is a Category-I Miniratna PSU and operates a 3 MMTPA refinery at Numaligarh in Assam. Besides the refinery, NRL has two marketing terminals, one at Numaligarh and the other at Siliguri, for evacuation of products. NRL also has a 10 TMTPA LPG Bottling Plant at Numaligarh.

During 2014-15, NRL's crude throughput was 2.78 MMT, as compared to 2.61 MMT in the previous year. Thus, capacity utilization improved to 92.5% from 87.1% in 2013-14. In 2014-15, NRLs distillate yield at 90.69% was the highest among PSU oil refineries in the country. This is the fourth consecutive year of such an achievement recorded by NRL. Specific Energy Consumption during 2014-15 at 51.6 MBN was among the best in the industry. In terms of safety management, as on 31st March, 2015 cumulative Loss Time Accident (LTA) free man-hours at the refinery reached 24.5 million (13 years, 1 month).

During the year, NRL had commissioned the Wax project within the approved project cost of Rs.  676 crores. NRL now has the largest Wax producing unit in the country and is expected to contribute significantly towards import substitution of the product.

NRL's GRM for 2014-15, the highest among Indian refineries, was USD 16.67 per barrel, as against USD

12.09 per barrel in the previous year. Such a high GRM contributed in achievement of record profitability. Profit before tax for 2014-15 increased by 101% to reach Rs.  1,134.25 crores, as compared to Rs.  562.66 crores in the previous year.

NRL's Gross Revenue from Operations for the financial year ended 31st March, 2015 was Rs. 10,827.05 crores, as against Rs.  9,876.76 crores in the previous year, marking an increase of 6.56%. The Company's profit after tax for the year was Rs. 718.31 crores, as compared to Rs. 371.09 crores in 2013-14. Earnings per share increased to Rs.  9.76 from Rs.  5.04 in the previous year. The Board of Directors of NRL has recommended a dividend of Rs.  4.00 per fully paid share of Rs.  10 each for 2014-15. NRL's net worth as on 31st March, 2015 reached the level of Rs.  3,354.98 crores and book value per share increased to Rs.  45.61 from Rs.  40.66 in the previous year.

Bharat PetroResources Limited (BPRL)

Bharat PetroResources Ltd (BPRL) was incorporated in the year 2006 as a wholly owned subsidiary company of BPCL with the objective of implementing BPCL's plans in the upstream exploration and production sector. Presently, the authorized capital of BPRL is Rs. 3,000 crores and the subscribed and paid up share capital of BPRL is Rs. 2,620 crores as on 31st March, 2015. BPRL has Participating Interest (PI) in 17 exploration blocks, in consortium with other partners. Out of these blocks, seven blocks are in India and six in Brazil, and one each in Mozambique, Indonesia, Australia and East Timor. The total area of these 17 blocks (where BPRL/its subsidiaries have PI) is around 24,375 sq.km, of which approximately 88% is offshore acreage.

BPRL looks after many of its overseas projects through subsidiary companies. BPRL has a wholly owned subsidiary company, Bharat PetroResources JPDA Limited in India, through which it holds a PI of 20% in Block-JPDA 06-103, in East Timor in the Joint Petroleum Development Area (between Australia and East Timor). Further, BPRL has a wholly owned subsidiary company, BPRL International BV, in the Netherlands which in turn, has three wholly owned subsidiary companies viz. BPRL Ventures BV, BPRL Ventures Mozambique BV and BPRL Ventures Indonesia BV. BPRL Ventures BV has a 50% stake in IBV Brasil Petroleo Limitada, which currently holds PI ranging from 20% to 40% in 6 blocks in offshore Brazil. BpRl Ventures Mozambique BV has PI of 10% in a block in Mozambique, and BPRL Ventures Indonesia BV holds PI of 12.5% in a block in Indonesia.

All the blocks of BPRL are under various stages of exploration/appraisal. BPRL has recorded consolidated income of Rs.  27.02 crores and a consolidated loss of Rs. 386.68 crore for the financial year ending  31st March, 2015. In the corresponding year 2013-14, BPRL earned consolidated income of Rs.  9.76 crores and a consolidated loss of Rs. 531.10 crores. This was due to relinquishment of our participating interest in few blocks, in view of poor prospectivity assessed based on drilling results.

Petronet CCK Limited (PCCKL)

BPCL had invested a sum of Rs.  49 crores for a 49% stake in the equity capital of PCCKL, a Joint Venture Company promoted with Petronet India Ltd., with an authorised capital of Rs.  135 crores and paid up share capital of Rs.  100 crores. The Company owns and operates the 292 km long multi-product Kochi-Karur pipeline from BPCLs installation of Irimpanam to Karur for transportation of MS, HSD and SKO. The pipeline commenced commercial operations from September, 2002.

The pumping volume during the year 2014-15 amounted to 2.46 MMT, as against 2.44 MMT in the previous year. PCCKL registered a turnover of Rs.  98.27 crores and net profit of Rs.  42.96 crores for the financial year ending 31st March, 2015 as compared to a turnover of Rs.  92.91 crores and net profit of Rs. 44.54 crores in the previous year.

BPCL has acquired additional 19,973,332 equity shares of Rs.  10 each of PCCKL (constituting 19.97% of the paid up equity share capital of PCCKL) from a financial investor of PCCKL on 29.5.2015. With this acquisition, PCCKL has become a subsidiary of BPCL, with BPCL holding 68.97% of the paid up share capital of PCCKL w.e.f 29.5.2015.

JOINT VENTURE COMPANIES

Bharat Oman Refineries Limited (BORL)

Bharat Oman Refineries Ltd. (BORL), is a Joint Venture Company between BPCL and Oman Oil Company S.A.O.C. (OOC). As on 31.3.2015, both BPCL and OOC have an equity stake of 50% each in BORL's paid up share capital of Rs.  1,777.23 crores. Besides this, BPCL has subscribed to Share Warrants of Rs.  1,585.68 crores. Also, the State of Madhya Pradesh has subscribed to Rs.  26.90 crores of Share Warrants.

BORL has undertaken various initiatives to maximize crude processing. During the year 2014-15, Bina Refinery processed 6.20 MMT of crude, achieving a capacity utilization of 103%, as compared to 91% in the previous year. This is the highest capacity utilization achieved since commencement of operations in June 2011.

BORL recorded Gross Revenue from Operations of Rs.  29,331.07 crores in the year 2014-15, as compared to Rs.  31,161.04 crores in the previous year. The financial performance was impacted during the year 2014-15, due to a steep fall in prices of crude oil and petroleum products. The Refinery's GRM for the year 2014-15 stood at USD 6.10 per barrel with an overall gross margin of Rs.  1,681 crores against the previous year's GRM of USD 9.30 per barrel with an overall gross margin of Rs. 2,217 crores. The net loss for the year stood at Rs. 790.17 crores, as compared to Rs.  296.51 crores in the previous year.

The Company has undertaken a project to increase the refinery capacity from 6 MMTPA to 7.8 MMTPA and also to meet product quality specifications as stipulated in the Auto Fuel Vision and Policy 2025 guidelines. Environmental Clearance for this project has been received from Ministry of Environment, Forest and Climate Change. M/s Engineers India Ltd. (EIL) has been engaged for process design work of open-art units including Utilities, Offsites, COT, vBpl and BDT, to facilitate BEDP of licensed units and procurement of long lead and priority items. Preparation of the process design package for licensed units is under progress.

Petronet LNG Limited (PLL)

PLL was formed in April,1998 for importing LNG and setting up LNG terminals with facilities like jetty, storage, regasification etc. to supply Natural Gas to various industries in the country. The Company has an authorised capital of Rs. 1,200 crores and paid up share capital of Rs.  750 crores. PLL was promoted by four public sector companies viz. BPCL, Indian Oil Corporation Limited (IOC), Oil and Natural Gas Limited (ONGC) and Gas Authority of India Limited (GAIL). Each of the promoters holds 12.5% of the equity capital of PLL. PLL is a listed Company with the public holding 34.80% of the paid up share capital of the Company. BPCL's equity investment in PLL currently stands at Rs.  98.75 crores. As at 31st March, 2015, PLL had net worth of Rs. 5,688.63 crores with a book value of Rs.  75.85 per share.

PLL recorded a Gross Revenue from Operations of Rs.  39,500.95 crores in the financial year ended as on 31st March, 2015 as compared to Rs.  37,747.58 crores recorded in 2013-14. The net profit for the year stood at Rs. 882.52 crores, as compared to Rs. 711.92 crores in the previous year. The EPS for the year 2014-15 amounted to Rs. 11.77, as compared to Rs.  9.49 in 2013-14. PLL has declared a dividend of Rs. 2.00 per share for the financial year 2014-15, which was the same as the previous year.

Indraprastha Gas Limited (IGL)

IGL, a Joint Venture Company with GAIL as the other co-promoter, was set up in December, 1998 with an authorised capital of Rs.  220 crores for implementing the project for supply of Compressed Natural Gas (CNG) to the household and automobile sectors in Delhi. The  paid up share capital of the Company is Rs.  140 crores. BPCL invested Rs.  31.50 crores in IGL for 22.5% stake in its equity. IGL is a listed Company with the public holding 55% of the paid up share capital of the Company. IGL has commissioned 326 CNG stations which supply environment friendly fuel to more than 7,73,400 vehicles. IGL has more than 5,60,000 domestic PNG customers in Delhi. The Company is also extending its business to the towns of Greater Noida and Ghaziabad. IGL has acquired 50% of the equity held by the financial institutions in Central UP Gas Limited, and is also in the process to acquire 50% of the equity held by the financial institutions in Maharashtra Natural Gas Limited. Both these companies are JVCs promoted by BPCL and GAIL.

IGL has registered a Gross Revenue from Operations of Rs.  4,058.24 crores and a profit after tax of Rs. 437.73 crores for the financial year ending as on 31st March, 2015 as compared to a turnover of Rs.  4,324.16 crores and a profit after tax of Rs.  360.26 crores in the previous year. IGL has declared a dividend of Rs.  6.00 per share, as against a dividend of Rs.  5.50 per share in the previous year. IGL's net worth was Rs. 2,098.13 with a book value of Rs.  149.87 per share as at 31st March, 2015.

Sabarmati Gas Limited (SGL)

SGL, a Joint Venture Company promoted by BPCL and Gujarat State Petroleum Corporation (GSPC) was incorporated on 6th June 2006 with an authorized capital of Rs.  100 crores for implementing the City Gas Distribution project for supply of CNG to the household and automobile sectors in the city of Gandhinagar, Mehsana and Sabarkantha Districts of Gujarat. The paid up share capital of the Company is Rs.  20 crores.

Both the promoters have a stake of 25% each in the equity capital of SGL and the balance has been subscribed to by financial institutions. SGL has set up 38 CNG stations. SGL has achieved a Gross Revenue from Operations of Rs. 939.77 crores and net profit of Rs.  110.84 crores for the financial year ending 31st March, 2015 against a turnover of Rs.  975.72 crores and profit of Rs. 31.15 crores in the previous year. The Company has proposed a dividend of Rs.  2.50 per equity share for the financial year ending 31st March, 2015 against Rs. 2.00 per equity share for the last financial year ending 31st March, 2014.

Central UP Gas Limited (CUGL)

CUGL is a Joint Venture Company set up in March, 2005 with GAIL as the other partner, for implementing the project for supply of CNG to the household, industrial and automobile sectors in Kanpur and Bareilly in Uttar Pradesh. The Company was incorporated with an authorised share capital of Rs.  60 crores. The joint venture partners have each invested Rs.  15 crores for an equity stake of 25% each in the Company. Indraprastha Gas Ltd., our Joint Venture is holding the balance 50%. CUGL has set up 16 CNG stations and is carrying on PNG operations.

CUGL has achieved a Gross Revenue from Operations of Rs.  205.88 crores and net profit of Rs. 27.69 crores for the financial year ending 31st March, 2015 as compared to a Gross Revenue from Operations of Rs. 215.32 crores and a net profit of Rs. 25.07 crores in the previous year. The EPS for the year stood at Rs. 4.61 as against Rs.  4.18 in 2013-14. The Board of Directors has recommended the payment of dividend at Rs. 1.40 per share for the current year, as against Rs. 1.25 per share for the previous year.

Maharashtra Natural Gas Limited (MNGL)

MNGL was set up in January 2006 as a Joint Venture Company with GAIL for implementing the project for supply of Natural Gas to the household, industrial and automobile sectors in Pune and its nearby areas. The Company was incorporated with an authorised share capital of Rs.  100 crores. The paid up share capital of the Company is Rs.  95 crores. BPCL and GAIL have invested Rs. 22.50 crores each in MNGL's equity capital. MIDC, as a nominee of the Maharashtra Govt., has taken 5% equity in June, 2015. The balance 50% is being acquired by IGL, our Joint Venture Company from financial institutions. The Company has set up 30 CNG stations so far.

MNGL has achieved a gross turnover of Rs.  499.57 crores for the financial year ending 31st March, 2015 and profit of Rs. 51.99 crores for the year, as against a turnover of Rs.  396.17 crores and profit of Rs.  54.10 crores in the previous year. The MNGL Board has declared Rs. 0.75 per share of interim dividend during the year 2014-15 as against Rs. 1.12 per share declared in the previous year.

Bharat Stars Services Private Limited (BSSPL)

BSSPL, a Joint Venture Company promoted by BPCL and ST Airport Pte Limited, Singapore was incorporated in September, 2007 for providing into-plane fuelling services at the new Bengaluru International Airport. The authorised and paid up share capital of BSSPL is f 20 crores.

The two promoters have each subscribed to 50% of the equity share capital of BSSPL and BPCLs present investment stands at Rs.  10 crores. The Company commenced its operations at the new international airport in Bengaluru from May, 2008 and has also incorporated a wholly owned subsidiary, Bharat Stars Services Pvt. (Delhi) Ltd. for implementing into-plane fuelling services exclusively at the new T3 Terminal of Delhi International Airport.

BSSPL is presently providing into-plane services at 4 airports including Bengaluru, Mumbai and Delhi T1 Airport. It has also taken over the operatorship of 2 AFS' of BPCL.

BSSPL has achieved a turnover of Rs.  17.15 crores for the financial year ending 31st March, 2015 and profit of Rs.  2.01 crores, as against a turnover of Rs.  12.99 crores and profit of Rs.  2.22 crores in the previous year. The Board has recommended a dividend of Rs.  0.25 per equity share for the financial year ending 31st March, 2015 which is the same as the previous year.

Bharat Renewable Energy Limited (BREL)

BREL was incorporated on 17th June, 2008 for undertaking the production, procurement, cultivation and plantation of horticulture crops such as Karanj, Jathropha and Pongamia, trading, research and development and management of all crops and plantation including Biofuels in the State of Uttar Pradesh. The Company has been promoted by BPCL with Nandan Cleantech Limited (erstwhile Nandan Biomatrix Limited), Hyderabad and the Shapoorji Pallonji group, through their affiliate, S.P. Agri Management Services Pvt.Ltd.

Due to non-viability, the operations of this Company have been closed down from September 2014 and BPCL has filed a winding up petition in Court.

Matrix Bharat Pte Limited (MBPL)

MBPL is a Joint Venture Company incorporated in Singapore on 20th May, 2008 for carrying on the bunkering business and supply of marine lubricants in the Singapore market, as well as international bunkering, including expanding into Asian and Middle East markets. The Company has been promoted by BPCL and Matrix Marine Fuels LP USA, an affiliate of the Mabanaft group of companies, Hamburg, Germany. The authorised capital of the Company is USD 4 million. The Company has subscribed 20 lakh shares for an equivalent sum of Rs.  8.41 crores. Both the partners have contributed equally to the share capital. Matrix Marine Fuels LP USA has subsequently transferred their share and interest in the joint venture in favour of Matrix Marine Fuels Pte Limited, Singapore, another affiliate of the Mabanaft group. The name of the Company has been changed to Matrix Bharat Pte Ltd.

MBPL has achieved revenue of USD 636.38 million and earned a profit of USD 1.62 million for the year ending 31.12.2014, as compared to a turnover of USD 837.82 million and a profit of USD 1.05 million in the previous year.

Petronet India Limited (PIL)

BPCL has 16% equity participation with an investment of Rs.  16 crores in PIL, which was formed as a non­government financial holding company to give impetus to the development of a pipeline network throughout the country. PIL has facilitated pipeline access on a common carrier principle through joint ventures for pipelines put up by them viz. Vadinar-Kandla, Kochi-Coimbatore-Karur and Mangalore-Hassan-Bangalore. PIL registered other income of Rs. 1.54 crores and a net profit of Rs.  1.14 crores for the financial year ending 31st March, 2015 as against other income of Rs.  0.19 crores and a net loss of Rs.  0.06 crores in the previous year.

The new pipeline policy announced by the Government of India some time back has affected the future of the Company, as interested companies are permitted to undertake pipeline projects and PIL does not have any new projects in hand. As such, promoters and other investors in PIL have reached a conclusion that continuation of PIL would not be viable. Accordingly, the process of divesting PILs 26% equity in the 3 joint venture companies promoted by it is in progress. The Company would be wound up thereafter.

Delhi Aviation Fuel Facility Private Limited (DAFFPL)

A Joint Venture Company, DAFFPL has been promoted by BPCL, IOC and Delhi International Airport Limited (DIAL) for implementing Aviation Fuel facility for the new T3 terminal at Delhi International Airport. The authorized and paid up share capital of the Company is Rs.  170 crores and Rs.  164 crores respectively. BPCL and IOC each have subscribed to 37% of the share capital of the joint venture, while the balance has been taken by DIAL.

DAFFPL has registered a turnover of Rs.  96.04 crores and net profit of Rs. 26.58 crores for the financial year ending 31st March, 2015 as against a turnover of Rs.  99.01 crores and net profit of Rs. 30.10 crores in the previous year. The Company has proposed dividend of Rs. 1.25 per share for the financial year ending 31st March 2015, which is the same as last year.

Kannur International Airport Limited (KIAL)

The Government of Kerala has promoted KIAL as a public limited company to establish and operate airports and allied infrastructure facilities at Kannur and other parts of India. KIAL would initially set up an Airport at Kannur in the state of Kerala at an estimated project cost of Rs.  1,892 crores, of which Rs.  1,000 crores will be financed through equity and the balance will be financed by way of borrowings. The paid up share capital of the Company as at 31.3.2015 is Rs.  431.15 crores. The BPCL Board has approved an equity stake of 21.68%. Out of the total contribution sanctioned by the Board amounting to Rs.  216.80 crores, BPCL has so far paid Rs.  120 crores. The Shareholders Agreement has been signed with KIAL for this purpose. Construction of the airport is in progress and it is expected that it will be commissioned by May, 2016.

In May, 2015 BPCL has also formed a subsidiary company, "BPCL-KIAL Fuel Farm Pvt. Ltd." with KIAL for setting up a Fuel Farm at Kannur Airport with 74:26 equity ratio. The authorised capital of this Company is Rs.  18 crores.

GSPL India Transco Limited

BPCL has signed a Joint Venture Agreement in April, 2012 with Gujarat State Petronet Ltd., IOC and HPCL for laying of a gas pipeline, Mallavaram-Bhopal-Bhilwara-Vijaipur (MBBVPL). BPCL's equity contribution to this project will be 11% of the total equity capital. The other JV partners are GSPL (52%), IOC (26%) and HPCL (11%). BPCL has made an initial equity contribution of Rs. 15.40 crores so far. The Company is in the process of acquiring the Right of Way.

The Company had miscellaneous income of Rs. 2.17 crores and net profit of Rs.  1.47 crores during the financial year 2014-15, as compared to income of Rs. 2.43 crores and net profit of Rs. 1.64 crores in the preceding year.

GSPL India Gasnet Limited

BPCL has signed a Joint Venture Agreement on 30th April, 2012 with Gujarat State Petronet Ltd., IOC and HPCL for laying of gas pipelines to Mehsana-Bhatinda (MBPL) and Bhatinda-Jammu-Srinagar (BJSPL). BPCL's equity contribution to this project will be 11% of the total equity capital. The other JV partners are GSPL (52%), IOC (26%) and HPCL (11%). BPCL has made an equity contribution of Rs. 20.57 crores so far.

The Company had miscellaneous income of Rs.  1.89 crores and net profit of Rs.  1.28 crores during the financial year 2014-15 and income of Rs.  2.34 crores and profit of Rs. 1.58 crores during the previous year.

Mumbai Aviation Fuel Farm Facility Private Limited (MAFFFPL)

BPCL has signed a Joint Venture Agreement with IOC, HPCL and Mumbai International Airport Limited (MIAL) for implementing and managing fuel farm facilities at Mumbai Airport and formed MAFFFPL, a Joint Venture Company with equal participation of 25% each. BPCL has invested an amount of Rs.  36.47 crores towards equity so far. MAFFPL has registered a turnover of Rs. 19.77 crores and net loss of Rs. 11.01 crores for the financial year ending 31st March, 2015.

Kochi Salem Pipeline Private Limited (KSPPL)

BPCL has signed a Joint Venture Agreement with IOC for implementation of the Kochi-Coimbatore-Salem LPG pipelines project and formed a Joint Venture Company, KSPPL in January 2015 on a 50:50 basis. Presently, BPCL has paid an amount of Rs.  6.75 crores as advance against equity to the Joint Venture Company

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

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

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

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

MEMORANDUM OF UNDERSTANDING WITH MINISTRY OF PETROLEUM & NATURAL GAS

BPCL, for the 26th successive year, has entered into a Memorandum of Understanding (MOU) for the year 2015-16 with the Ministry of Petroleum & Natural Gas. BPCL has been achieving an "Excellent" performance rating since 1990-91.

BPCL also has the distinction of winning the 'MOU Excellence Award' in the petroleum sector for 1998-99, 2000-01, 2002-03 and 2006-07. In 2013-14, BPCL has achieved an 'Excellent' score of 1.178, which is the highest in the petroleum sector.

BOARD EVALUATON

As per MCA Notification dated 5th June, 2015, provisions of Section 134 (3) (p) shall not apply, in case the Directors are evaluated by the Ministry, which is administratively in charge of the Company as per its own evaluation methodology. As Bharat Petroleum Corporation Ltd. is a Government Company, the above provisions are not applicable.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

As per MCA Notification dated 5th June, 2015, provisions of Section 134 (3) (e) are not applicable to a Government Company; consequently, details on Company's policy on Directors' appointment and other matters are not provided under Section 178 (3).

Similarly, as Section 197 does not apply to a Government Company, disclosure of the ratio of the remuneration of each Director to the median employee's remuneration and other such details as may be prescribed, including  the statement showing the name of every employee of the Company, who if employed throughout / part of the financial year, was in receipt of remuneration not less than Rs.  60 lakhs / Rs. 5 lakhs per month etc., are not provided in terms of Section 197 (12) read with Rule 5 (1) / (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

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

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement and Department of Public Enterprises (DPE) Guidelines, the Report on Corporate Governance, together with the Auditors' Certificate on compliance of Corporate Governance, is annexed as Annexure D.

SOCIAL, ENVIRONMENTAL AND ECONOMIC RESPONSIBILITIES

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

BUSINESS RESPONSIBILITY REPORT

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

TRANSACTIONS WITH RELATED PARTIES

All contracts or arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Hence, none of these transactions falls under the scope of Section 188 (1) of the Act.

Pursuant to Clause (h) of sub-section (3)of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014), information on transactions with related parties are provided in Form AOC-2 in Annexure F.

The Company has entered into a transaction with BORL, a Joint Venture Company and a related party which could be considered material in accordance with the policy of the Company on materiality of related party transactions in terms of Clause 49 (VII) of the listing agreement. This transaction is being placed for approval of the shareholders.

The Policy on materiality of related party transactions and dealing with related party transactions are available on the Company's website at the link: <http://www>. bharatpetroleum.com/pdf/RPT%20Policy_BPCL.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investments covered under Section 186 (4) of the Companies Act 2013 form part of the notes to the financial statements provided in this Annual Report and the same were provided for capital expenditure and business operation purposes (Refer to Note No. 49 to the Standalone Financial Statement).

RISK MANAGEMENT

During the year, the Board has constituted a Risk Management Committee and defined the roles and responsibilities of the Committee, which includes reviewing and recommending of the risk management plan and reviewing and recommending the risk management report for approval of the Board with the recommendation by the Audit Committee. The Audit Committee evaluates internal financial controls and risk management systems.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a. In the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable Accounting Standards have been followed and there are no material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit and loss of the Company for the year ended on that date;

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, the Board designated Chairman & Managing Director and Director (Finance) as CEO and CFO respectively for the purpose of the Companies Act 2013 ('the Act') and Listing Agreement. The Chairman & Managing Director, other whole-time Directors and Company Secretary are the Key Managerial Personnel for the purpose of the Act.

Shri P.H. Kurian, Principal Secretary (Industries & IT), Government of Kerala was appointed as Additional Director with effect from 25.11.2013. The Members have appointed him as Director of the Company at the Annual General Meeting held on 18.9.2014.

Shri P. Balasubramanian, Executive Director (Corporate Finance) was appointed as Additional Director with effect from 1.4.2014. The Members have appointed him as Director - Finance of the Company at the Annual General Meeting held on 18.9.2014.

Smt. Sushma Taishete, Director (D&MC), Ministry of Petroleum & Natural Gas was appointed as Additional Director with effect from 19.05.2015. As she has been appointed as Additional Director, she will hold office till the ensuing Annual General Meeting. Notice under Section 160 of the Act has been received from a Member proposing her name for appointment as Director at the ensuing Annual General Meeting.

Shri K. K. Gupta, Director (Marketing) and Shri B. K. Datta, Director (Refineries) will retire by rotation at the ensuing Annual General Meeting as per the provisions of Section 152 of the Act, and being eligible, have offered themselves for re-appointment as Directors at the said Meeting.

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

DECLARATION OF INDEPENDENCE

The Company has received declarations from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

FAMILIARISATION PROGRAMMES

The Company has adopted a policy for the training requirements of Board Members. The details thereof with the programmes sponsored for familiarisation of Independent Directors with the Company are available on the Company's web link: <http://www.bharatpetroleum>. co.in/General/CR_Familiarisation_programme.aspxRs.id=4

AUDIT COMMITTEE

The details of the composition of the Audit Committee are provided in the Corporate Governance Report which forms part of this Report.

VIGIL MECHANISM

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

The vigil mechanism provides for adequate safeguards against victimisation of persons who use such a mechanism and has provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The details of establishment of such a mechanism are disclosed on the Company's web link: htttp://www.bharatpetroleum co.in/General/WhistleBlowerPolicy.aspxRs.id=4

NUMBER OF MEETINGS OF THE BOARD

Twelve meetings of the Board of Directors were held during the year, the details of which are given in the Corporate Governance Report that forms part of this Report.

EXTRACT OF ANNUAL RETURN

As required under Section 92 (3) of the Act, the extract of Annual Return of the Company is annexed herewith in specified Form MGT-9 as Annexure G to this Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

M/s. CNK & Associates LLP, Chartered Accountants, Mumbai and M/s. Haribhakti & Co. LLP, Chartered Accountants, Mumbai, were appointed as Statutory Auditors for the year 2014-15, by the Comptroller & Auditor General of India (C&AG), under the provisions of Section 139 (5) of the Companies Act, 2013. They will hold office till conclusion of the ensuing Annual General Meeting. The said firms have been appointed as the Statutory Auditors also for the financial year 2015-16 by the C&AG. The Auditors' Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

During the year 2014-15, the Cost Audit Report has been filed with the Ministry of Corporate Affairs on 26.09.2014 in XBRL Format as per the requirements of The Companies (Cost Audit Report) Rules, 2011. The due date for filing the Cost Audit Report was 27.09.2014. This Cost Audit Report pertains to the year 2013-14 and the Cost Auditors were M/s. Rohit & Associates, Mumbai and M/s. Musib & Company, Mumbai.

The same Cost Auditors have been appointed for the year 2014-15. The Cost Auditor, shall within a period of 180 days from the closure of the financial year, forward the Cost Audit Report and the Company is required to file the Cost Audit Report within 30 days of receipt of the same. M/s. Rohit & Associates, Cost Accountants, were nominated as the Company's Lead Cost Auditor.

SECRETARIAL AUDITOR

The Board has appointed M/s. Ragini Chokshi & Company, Company Secretaries to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith in Annexure H to this Report.

The Secretarial Audit Report does contain observation that "during the year under review, the Company did not have the required number of Non-Executive Directors, Independent Directors and at least one Woman Director as on 31st March, 2015 in terms of Section 149 (1)/(4) of Companies Act 2013 and Clause 49 of the Listing Agreement."  Explanations by the Board to the above observation in the Secretarial Audit Report:

Bharat Petroleum Corporation Ltd. is a Government Company under the administrative control of Ministry of Petroleum and Natural Gas. The nomination/appointment of all categories of Directors are done by Government of India in accordance with the laid down Department of Public Enterprises Guidelines. The subject matter of nomination/ appointment of adequate number of Independent Directors including a Woman Director falls under the purview of the Government of India.

We have communicated to the Ministry of Petroleum & Natural Gas with respect to the requirements and were informed of action initiated to fulfill the requirements. It may be noted that the Company has since appointed a Woman Director w.e.f 19.5.2015 and nominations for adequate number of Independent Directors is awaited.

GENERAL

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

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

During the year under review, there was one complaint of sexual harassment, which was resolved and disposed of.

ACKNOWLEDGEMENTS

The performance of the Company during the year has surpassed all previous records. The Directors convey their appreciation for the excellent performance on all parameters which was possible only due to the steadfast support and deep sense of commitment demonstrated by each and every member of the Organisation.

All the Ministries of the Government of India, particularly the Ministry of Petroleum & Natural Gas, and State Governments have supported BPCL's progress as well.

The continued support of all stakeholders, including members, customers, dealers, distributors, vendors, contractors and other business partners, provided added impetus to the Corporation's progress.

The Directors affirm to remain persistent in our focus on customer centric offerings to enhance stakeholders' value.

For and on behalf of the Board of Directors

Sd/- S. Varadarajan

Chairman & Managing Director

Place : Mumbai

Date : 31st July, 2015